Non‑Stock Membership Corporation

OCEAN CITY DEVELOPMENT CORPORATION

AMENDED AND RESTATED BY‑LAWS

Ocean City Development Corporation, (hereinafter referred to as “OCDC”), having been organized under the laws of the State of Maryland as a non-profit, non-stock Corporation for the purposes of formulating and administering plans and programs to address community development problems in Downtown Ocean City, Maryland, has adopted these amended By-Laws to provide for the government of the Corporation. These amended By-laws shall remain in effect until otherwise amended.

ARTICLE I

Members

SECTION 1. General Membership. There is one class of General Membership within the OCDC. Application for general membership to the OCDC must be approved by the Board of Directors of the OCDC. General membership is open to any resident of Ocean City, Maryland and any person or entity having an interest in economic or community development in Ocean City.

SECTION 2. Annual Meeting. The annual meeting of the members of the Corporation shall be held on a day duly designated by the Board of Directors in the last quarter of the fiscal year in each year as the Board of Directors of the Corporation shall designate in writing, and such annual meeting shall be held at the principal office of the Corporation, unless the notice thereof designates some other place for the purpose of electing directors to succeed those whose terms shall have expired as of the date of such annual meeting, and for the transaction of such other corporate business as may come before the meeting.

SECTION 3. Place of Holding Meetings. All meetings of members shall be held at the principal office of the Corporation or elsewhere in the United States as designated by the Board of Directors.

SECTION 4. Notice of Meetings. Written notice of each meeting of the members shall be emailed or mailed, postage prepaid by the Secretary, to each member of record entitled to vote there at his post office address, as it appears upon the books of the Corporation, at least five (5) days before the meeting. Each such notice shall state the place, day, and hour at which the meeting is to be held and, in the case of any special meeting, shall state briefly the purpose or purposes thereof.

SECTION 5. Quorum. The presence in person or by proxy of twenty-five percent (25%) of the members of the Corporation shall constitute a quorum at all meetings of the members except as otherwise provided by law, by the Articles of Incorporation or by these By-Laws. If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned from time to time by a majority vote of the members present or represented, without any notice other than by announcement at the meeting, until a quorum shall attend. At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as originally called.

SECTION 6. Conduct of Meetings. Meetings of members shall be presided over by the President of the Corporation or, if he is not present, by a Vice President, or, if the Vice President is not present in the following order – Treasurer, Secretary and Immediate Past President. If none of said officers is present, by a Chairman to be elected at the meeting. The Secretary of the Corporation, or if he is not present, the presiding officer may appoint a person to act as Secretary of the meeting. Rules of procedure for the conduct of meetings shall be governed by Roberts Rules of Order as amended from time to time.

SECTION 7. Voting. At all meetings of members every member entitled to vote there at shall have one (1) vote. Such vote may be either in person or by proxy appointed by an instrument in writing subscribed by such members or his duly authorized attorney, bearing a date not more than three (3) months prior to said meeting, unless said instrument provides for a longer period. Such proxy shall be dated, but need not be sealed, witnessed or acknowledged. All elections shall be held and all questions shall be decided by a majority of the votes cast at a duly constituted meeting except as otherwise provided by law in the Articles of Incorporation or by these By-Laws.

If the Chairman of the meeting shall so determine, a vote by ballot may be taken upon any election or matter, and the vote shall be so taken upon the request of ten percent (10%) or more of all of the members entitled to vote on such election or matter. In either of such events, the proxies and ballots shall be received and be taken in charge and all questions touching the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the tellers. Such tellers shall be appointed by the Chairman of said meeting.

SECTION 8. Membership. The members of the Corporation shall be composed of those members who pay any and all annual dues imposed by the Corporation upon its members by the Board of Directors. Annual dues for members shall be set by the Board of Directors. Members who fail to pay their dues, within 30 days from the time they become due shall be notified by the Secretary, and, if payment is not made within the next succeeding 30 days, shall be reported to the Board of Directors as in arrears, and if so ordered by the Board shall be dropped from the rolls and thereupon forfeit all rights and privileges of membership.

Article II

Board of Directors

SECTION 1. General. The business and property of the Corporation shall be conducted and managed by its Board of Directors, which shall exercise any and all powers of the Corporation except as such powers may be limited by the laws of the State of Maryland or by the purposes for which the Corporation is organized under its Articles of Incorporation or these By-laws. The Board shall keep full and fair accounts of its transactions.

SECTION 2. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by resolution of the Board, provided that notice of every resolution of the Board fixing or changing the time or place for the holding of regular meetings of the Board shall be emailed or mailed to each director at least three (3) days before the first meeting held pursuant thereto. The annual meeting shall be held at which Board of Directors is elected. Any business may be transacted at any regular meeting of the Board. Such meetings may be concluded by telephone conference call or digital conference, provided that all persons participating in the meeting can hear each other at the same time, shall be sufficient to conduct business as if personally attending thereto. Participation in a meeting by these means constitutes presence in person at a meeting.

Telephone Meetings. At any time in the interval between a regular Board meeting, the President and/or not less than eight (8) members of the Board of Directors may call a meeting to be concluded by telephone conference call, provided that all persons participating in the meeting can hear each other at the same time, shall be sufficient to conduct business as if personally attending thereto.

SECTION 3. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by any member of the Board of Directors. The Secretary shall give notice of each special meeting of the Board of Directors, by emailing or mailing the same at least three (3) days prior to the meeting or by telegraphing the same at least two (2) days before the meeting to each director; but such notice may be waived by any director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meetings. At any meeting at which every director shall be present, even though without notice, any business may be transacted and any director may in writing waive notice of the time, place and objectives of any special meeting.

SECTION 4. Directors as Members. The Board of Directors of the Corporation shall also be members except for ex-officio members.

SECTION 5. Composition of the Board. The Board of Directors shall be composed of fifteen members (15), one third of whom, shall be elected annually to serve for a three-year term, or until their successors have been elected. Directors shall serve for no more than three consecutive three-year terms, unless they have served on the Executive Committee that will then allow them to serve an additional three year term on the Board. Directors who depart the Board due to term limits will be eligible to return to the Board after one year of absence.

SECTION 6. Selection & Election of Directors.

A Nominating Committee, consisting of at least three Directors, shall present to the OCDC Board of Directors, with recommendation from the Executive Committee, a slate of candidates to fill each Board election slot for the election year. The number of qualified candidates may exceed the number of open election slots. Each candidate should be an active, regular member in good standing of the OCDC and must have agreed to carry out the responsibilities of Directorship. Each prospective candidate shall be contacted in person, or by telephone, by at least one member of the Nominating Committee to explain the obligations and responsibilities of the office of directorship, and obtain the candidate’s consent to have his name placed on the ballot.
Publicity of Nominations: In March of each election year the Board of Directors shall notify the full OCDC membership by email or mail of the names of any qualified persons nominated as candidates for Directors and of the right of petition. Incumbent Directors shall be so recognized in such notice and on the ballot if ballots are employed.
Nominations by Petition: Additional names for Directors may be nominated by petition bearing the genuine signatures of at least 10 regular members in good standing of the OCDC. Such petition shall be filed with the Nominating Committee prior to April 1st of each year. The determination of the nominating committee to the legality of the petition(s) shall be final.
Voting – At each annual meeting, each member in good standing may cast one vote for each available seat on the Board of Directors. The nominees that receive the five highest vote totals shall serve on the Board of Directors. The five highest vote totals shall serve for a three-year term. The Corporation shall hold an annual meeting at such time and on such date as the Board of Directors shall determine.
In addition to the fifteen regular members, the Board of Directors may include seven (7) ex-officio non-voting members who serve by virtue of their position in the following organizations, which select its representative.
1. Downtown Association of Ocean City
2. Ocean City Chamber of Commerce
3. Ocean City Hotel-Motel-Restaurant Association, Inc.
4. Economic Development Committee of Ocean City, Maryland
5. Town of Ocean City
6. Worcester County
7. Ocean City Museum Society, Inc.

SECTION 7. Seating of the New Directors. The newly elected Directors shall be seated at the first Directors meeting after May 31st.

Vacancies: A member of the Directors who is absent from four meetings of the Directors of twelve meetings during the twelve month fiscal year shall be removed from the Board, unless confined by illness or other absence approved by a majority of the Directors voting at any meeting thereof. Vacancies on the Board of Directors, or among the officers, shall be filled by a majority vote of the Directors until the next annual meeting.
Resignations: Any director or officer may resign at any time by giving his or her resignation in writing to the Chair or any other officer of the OCDC.
Removal of Directors: Directors may be removed from office at any time with cause by a majority vote of the Directors. Resignation or removal from the Board will not affect membership in the OCDC.

SECTION 8. Quorum. A majority of the whole number of directors shall constitute a quorum for the transaction of business at all meetings of the Board of Directors, but, if at any meeting less than a quorum shall be present, a majority of those present may adjourn the meeting to a later date. The act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by, law or by the Articles of Incorporation or by these By-Laws.

SECTION 9. Required Vote. An affirmative vote of a majority of those present shall be necessary for the passage of any resolution.

SECTION 10. Compensation of Directors. Directors shall not receive any compensation. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity, and receiving compensation therefore.

SECTION 11. Committees. The Board of Directors may, by motion passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more of the directors of the Corporation, which, to the extent provided in the motion, shall have and may exercise the powers of the Board of Directors. Such committee or committees shall have such names as may be determined from time to time by motion adopted by the Board of Directors.

SECTION 12. Advisory Committee. The Executive Committee shall have the option to create a committee consisting of former Board officers. Such Committee members shall meet with the Executive Committee on an as needed basis to discuss and provide advice on OCDC issues and matters. Members of this Committee shall also be able to serve as members and chairpersons to other OCDC committees.

ARTICLE III

Officers

SECTION 1. Election, Tenure and Compensation. The officers of the Corporation shall be a President, a Vice-President, a Secretary, a Treasurer, and the immediate Past President and also such other officers and assistants to the foregoing officers as the Board of Directors from time to time may consider necessary for the proper conduct of the business of the Corporation. The officers shall be elected annually by the Board of Directors at its June Board meeting. The Nominating Committee shall prepare a ballot, containing a list of active board members interested in serving as officers on the Executive Committee. Those board members interested in serving on the Executive Committee will identify the office he or she intends to run for. All board members are eligible to participate in this process, including the Nominating Committee members. The President and Vice-President and the other officers shall be directors. Any two or more of the above officers, except those of President and Vice President, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law or by these By-Laws to be executed, acknowledged or verified by any two or more officers. Officers serve a term of one-year and may be elected for one additional term, but may not hold the same office for more than two consecutive years, unless approved by the Board of Directors.

In the event that any office other than an office required by law, shall not be filled by the Board of Directors, or once filled, subsequently becomes vacant, then such office and all references thereto in these By-Laws shall be deemed inoperative unless and until such office is filled in accordance with the provisions of these By-Laws.

Except where otherwise expressly provided in a contract duly authorized by the Board of Directors, all officers and agents of the Corporation shall be subject to removal at any time by the affirmative vote of a majority of the whole Board of Directors, and officers, agents, and employees shall hold office at the discretion of the Board of Directors or of the officers appointing them. Officers must currently serve on the Board of Directors.

SECTION 2. Executive Committee. The Executive Committee consists of the officers of the association and may act in the place of the Board of Directors when authority is designated by the Board or in emergency matters where Executive Committee action is temporary and subject to subsequent approval by the Board at its next meeting. The Executive Committee shall meet at least once a month to set the agenda of upcoming Board Meetings. The Executive Committee shall be able to expend up to $7,500 without the Board of Directors approval.

SECTION 3. Powers and Duties of the President. The President shall be the chief executive officer of the Corporation and shall have general charge and control of all its business affairs and properties. He shall preside at all meetings of the members.

Upon approval of the Board of Directors, the President may sign and execute all authorized bonds, contracts or other obligations in the name of the Corporation. He shall have the general powers and duties of supervision and management usually vested in the office of President of a Corporation. The President shall be ex-officio a member of all the standing committees, except the nominating committee. He shall do and perform such other duties as may, from time to time, be assigned to him by the Board of Directors.

SECTION 4. Powers and Duties of the Vice President. The Board of Directors shall appoint a Vice President. In case of the absence or disability of the President, the duties of that office shall be performed by the Vice President, and the taking of any action by such Vice President in place of the President shall be conclusive evidence of the absence or disability of the President.

SECTION 5. Secretary. The Secretary shall give, or cause to be given, notice of all meetings of members and directors and all other notices required by law or by these By-Laws, and in case of his absence or refusal or neglect to do so, any such notice may be given by any person thereunto directed by the President, or by the directors or members upon whose written request the meeting is called as provided in these By-Laws. The Secretary shall record all the proceedings of the meetings of the members and of the directors in books provided for that purpose, and he shall perform such other duties as may be assigned to him by the directors. He shall have custody of the seal of the Corporation and shall affix the same to all instruments requiring it, when authorized by the Board of Directors or the President and attest the same. In general, the Secretary shall perform all the duties generally incident to the office of Secretary subject to the control of the Board of Directors.

SECTION 6. Treasurer. The Treasurer shall have general oversight of the financial affairs of the Corporation.

The Treasurer shall have custody of all the funds and securities of the Corporation and he shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. He shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depository or depositories as designated by the Board of Directors.

The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements. He shall render to the President and the Board of Directors, whenever either of them so requests an account of all his transactions as Treasurer and of the financial condition of the Corporation.

The Treasurer shall give the Corporation a bond, if required by the Board of Directors, in a sum, and with one or more sureties, satisfactory to the Board or Directors, for the faithful performance of the duties of his office and for the restoration to the Corporation in case of his death, resignation, retirement, or removal from office of all books, papers, vouchers, moneys, and other properties of whatever kind in his possession or under his control belonging to the Corporation.

The Treasurer shall perform all the duties generally incident to the office of the Treasurer, subject to the control of the Board of Directors and the President.

Article IV

Executive Director

SECTION 1. Executive Director. The Board of Directors may appoint an Executive Director, who shall serve at the pleasure of the Board. The Executive Director shall act as an ex officio non-voting member of the Board of Directors. As an ex officio member of the Board of Directors, the Executive Director may serve as a non-voting member of or provide assistance to committees of the Board of Directors, all as determined by the Board of Directors. If authority is delegated in writing, by the Board of Directors, the Executive Director may be responsible for the day-to-day operations of the Corporation and, under such circumstances, shall have the power and duties as assigned by the Board of Directors and the Officers.

ARTICLE V

Bank Accounts and Loans

SECTION 1. Bank Accounts. Such officers or agents of the Corporation, including but not limited to the Executive Director, as from time to time shall be designated by the Board of Directors shall have authority to deposit any funds of the Corporation in such banks or trust companies as shall from time to time be designated by the Board of Directors and such officers or agents as from time to time shall be authorized by the Board of Directors may withdraw any or all of the funds of the Corporation so deposited in any such bank or trust company, upon checks, drafts or other instruments or orders for the payment of money, drawn against the account or in the name or behalf of this Corporation, and made or signed by such officers or agents; and each bank or trust company with which funds of the Corporation are so deposited is authorized to accept, honor, cash and pay, without limit as to amount, all checks, drafts or other instruments or orders for the payment of money, when drawn, made or signed by officers or agents so designated by the Board of Directors until written notice of the revocation of the authority of such officers or agents by the Board of Directors shall have been received by such bank or trust company. There shall from time to time be certified to the banks or trust companies in which funds of the Corporation are deposited, the signature of the officers or agents of the Corporation so authorized to draw against the same. In the event that the Board of Directors shall fail to designate the persons by whom checks, drafts and other instruments or orders for the payment of money shall be signed, as hereinabove provided in this Section, all of such checks, drafts and other instruments or orders for the payment of money shall be signed by the President, Vice President or Treasurer of the Corporation.

SECTION 2. Loans. Such officers or agents of this Corporation as from time to time shall be designated by the Board of Directors shall have authority to effect loans, advances or other forms of credit at any time or times for the Corporation from such banks, trust companies, institutions, corporations, firms or persons as the Board or Directors, shall from time to time designate, and as security for the repayment of such loans, advances, or other forms of credit to assign, transfer, endorse and deliver, either originally or in addition or substitution, any or all stocks, bonds, rights and interests of any kind in or to stocks or bonds, certificates of such rights or interests, deposits, accounts, documents covering merchandise, deposits and accounts receivable and other commercial paper and evidences of debt at any time held by the Corporation; and for such loans, advances or other forms of credit to make, execute and deliver one or more notes, acceptances or written obligations of the Corporation on such terms, and with such provisions as to the security or sale or disposition thereof as such officers or agents shall deem proper; and also to sell to, or discount or rediscount with, such banks, trust companies, institutions, corporations, firms or persons any and all commercial paper, bills receivable, acceptances and other instruments and evidences of debt at any time held by the Corporation, and to that end to endorse, transfer and deliver the same. There shall from time to time be certified to each bank, trust company, institution, corporation, firm or person so designated the signatures of the officers or agents so authorized, and each such bank, trust company, institution, corporation, firm or person is authorized to reply upon such certification until written notice of the revocation by the Board of Directors of the authority of such officers or agents shall be delivered to such bank, trust company, institution, corporation, firm or person.

ARTICLE VI

Miscellaneous Provisions

SECTION 1. Fiscal Year. The fiscal year of the Corporation shall commence July 1st and end June 30th.

SECTION 2. Notices. Whenever, under the provisions of these By-Laws, notice is required to be given to any director, officer or member it shall not be construed to mean personal notice, but such notice shall be given in writing, by email or mail, by depositing the same in a post office or letter box in a postpaid sealed wrapper, addressed to each member officer or director at such address as appears on the books of the Corporation, and such notice shall be deemed to be given at the time the same shall be thus mailed. Any member, director or officer may waive any notice required to be given under these By-Laws.

SECTION 3. Gender. Any reference in these By-Laws to the masculine gender is intended to include the feminine gender.

ARTICLE VII

Amendments

SECTION 1. Amendment of By-Laws. The Board of Directors shall have the power and authority to amend, alter or repeal these By-Laws or any provision thereof, and may from time to time make additional By-Laws.

ARTICLE VIII

Indemnification

SECTION 1. Definitions. As used in this Article VIII, any word or words that are defined in Section 2-418 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended from time to time, (the “Indemnification Section”) shall have the same meaning as provided in the Indemnification Section.

SECTION 2. Indemnification of Directors and Officers. The Corporation shall indemnify and advance expenses to a director or officer of the Corporation in connection with a proceeding to the fullest extent permitted by and in accordance with the Indemnification Section.

SECTION 3. Indemnification of Employees and Agents. With respect to an employee or agent, other than a director or officer, of the Corporation, the Corporation may, as determined by the Board of Directors of the Corporation indemnify and advance expenses to such employee or agent in connection with a proceeding to the extent permitted by and in accordance with the Indemnification Section.

SECTION 4. Conflict of Interest. In the event any director or officer of the Corporation is or may be an officer, director, employee, agent, or have a financial interest in a corporation or other organization with which this Corporation shall enter into a contract or other transaction; or shall directly or indirectly be a party to or have any interest in any contract or transaction of the Corporation, he shall fully disclose such interest to the Board of Directors. After revealing any such interest, such director shall abstain from voting on any question in reference to said contract or transaction. Subject to compliance with these requirements of disclosure, no contract or other transaction between this Corporation and any other corporation, partnership or individual, shall be affected by the fact that the director or officer of this Corporation is interested in or is a director or officer of such other corporations. Subject to the foregoing, each and every person who may become a director or officer of this Corporation is hereby released from any liability which might otherwise exist through contracting or dealing with this Corporation for the benefit of himself or any firm, association or corporation in which he is or may be in any manner interested.

SECTION 5. Nondiscrimination Clause. The Ocean City Development Corporation agrees that it will not discriminate on the bases of political or religious opinion or affiliation, marital status, race, color, creed, or national origin, or sex or age, or the physical or mental handicap of a qualified handicapped individual.

I hereby certify that the foregoing is a true, complete copy of the By-Laws of the Ocean City Development Corporation, as approved by the Board of Directors of the Corporation at the meeting held on April 8,2020.

Witness my hand this 8th day of April 8, 2020.

By Laws