By-Laws

Article I
"Mission"

The Consortium Mission is to relate any technology sources to technology clients and their needs to advance enterprise and work force capacity; in working to stimulate growth and development of technology applications in business activity; to optimize commercial applications for productivity and quality of life improvement; and to foster technology understanding and use through linkages between business development, education, research and government sectors.

Article II
"Annual Meeting"

Section 1. An annual meeting of the corsortium shall be held on such date within the month of July, as may be fixed from time to time by the Board of Directors. Not less than ten (10) nor more than ninety (90) days written or printed notice be given in the manner provided in Section 1 of Article X hereof. All annual meetings shall be general meetings at which any business may be considered without being specified as a purpose in the notice, unless otherwise required by law.

Article III
"Directors"

Section 1. Powers. The business and affairs of the consortium shall be managed under the direction of its Board of Directors. All powers of the consortium may be exercised by or under the authority of the Board of Directors except as conferred on or reserved by law, or by these By-Laws. The Board of Directors shall keep minutes of it's meeting and full and fair accounts of it's transactions.

Section 2. Number. The number of Directors of the consortium shall be not less than twelve (12), nor greater than fifteen (15), as the Board may determine in advance of the annual meeting. In addition, there may be three (3) at large directors elected per Article III, Section 4.

Section 3. Qualifications. Membership on the Board shall be comprised of conscientious persons and leaders who are dedicated to the consortium's mission. To be eligible, a Board Director shall:

a) be a member of the consortium in good standing;
b) be an owner, company officer, principal, or a person in a policy-making capacity;
c) attend a minimum of two-thirds of all regular scheduled Board meetings.

Section 4. At Large Directors. Up to three (3) additional "at large" directors may be elected should it be determined that a special skill, service or benefit is derived. These directors, if any shall meet Section 3, Qualifications.

Section 5. Term. Directors shall be elected to serve for a term of three (3) years. Upon completing a second term, a director is not eligible to serve a third term or longer without a break in service of at least one (1) year.

Section 6. Permanent Director. Provisions are made that in the event arrangements under Article XII, Section 1a, require a permanet director, it is permitted with board approval. It will remain a permanent position until such contractor arrangements are terminated or provisions so amended. This director position shall be included as one of the authorized number of directors in Article III, Section 2.

Section 7. Initial Election of the first slate of directors shall be in staggered terms of one (1) year, two (2) years, or three (3) years to allow for an appropriate near equal number of elected directors each year. Directors elected for initial terms of one (1) or two (two) years are eligible for a onetime election to a third term.

Section 8. Board Vacancies. Vacancies on the Board may be appointed to serve for the unexpired term by action of the majority of the Board members meeting a quorum at any regular Board of Directors' meeting.

Section 9. Removal. An existing director shall automatically be removed from the Board, Unless two-thirds of the eligible Board members vote otherwise, when any one of the following conditions occurs:

a) attends less than two-thirds of regular scheduled Board meetings.
b) attends less than 50% of all scheduled meetings;
c) is found guilty of a felony violation
d) no longer is representative from the organization from which appointed; or
e) is in default of membership payment for thirty (30) days, or longer.

Section 10. Meetings. There shall be at least four (4) meetings of the Board of Directors per year. As soon as practical after each annual meeting, the Board of Directors shall meet for the purpose of organization, the election of officers and the transaction of other business. Additional regular Board meetings may be held in accordance with the needs of the consortium.

Section 11. Special meetings. Special meetings of the Board of Directors may be called by the chairperson of the Board or by a majority of the directors.

Section 12. Quorum; Voting. A majority of the Board of Directors shall constitute a Quorum for the transaction of business at every meeting of the Board of Directors; but, if at any meeting there be less than a quorum present, a majority of those present may adjorn the meeting from time to time, but not for a period exceeding ten (10) days at any one time or sixty (60) days in all, without notice other than by announcement at the meeting, until a quorum shall attend. At present, any business may be transacted which might have been transacted at the meeting as originally called. Except as hereinafter provided or as otherwise provided by law, directors shall act by a vote of a majority of those members in attendance at a meeting at which a quorum is present.

Section 13. Notice of Meeting. Notice of the time and place of every regular and special meeting of the Board of Directors shall be given to each director in the manner provided in Article X, Section 1. Subsequent to each Board meeting, each director shall be furnished with a copy of the minutes of said meeting.

Section 14. Rules and Regulations. The Board of Directors may adopt such rules and regulations for the conduct of its meetings and the management of the affairs of the consortium as it may deem proper and not inconsistent with the laws of the State of Maryland, these By-Laws, and Robert's Rules of Order.

Section 15. Informal Action. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting, if a written consent to such action is signed by all members of the Board and such consent is filed with the minutes of the Board.

Section 16. Telephone Conference. Members of the Board of Directors or any committee thereof may participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting hear each other at the same time and participation by such means shall constitute presence in person at the meeting.

Section 17. Minutes. Minutes of the annual meeting and all Board and Executive Committee meetings shall be documented and maintained.

Article IV
"Officers and Other Consortium Positions"

Section 1. General. The Board of Directors shall select a Chairperson, Vice Chairperson., and other officers as deemed necessary, from among it's directors. All officers shall hold office only during the pleasure of the Board or until their successors are chosen. The Board may from time to time appoint such other agents (i.e., Executive Director), employees and representatives with such powers and duties as the Board deems proper.

Section 2. Chairperson. The Chairperson of the Consortium Board shall have the responsibility for the implementation of the policies determined by the Board of Directors and for the administration of the business affairs of the consortium. He/She shall preside over the meetings of the Board which he/she is present. He/She shall be the Chief Executive Officer of the Consortium.

Section 3. Vice Chairperson. The Vice Chairperson of the Board shall perform such duties as the Chairperson and as the Board of Directors assigns him/her. In the incapacity of the Chairperson, that person shall perform those responsibilities of the Chairperson.

Section 4. Executive Directors. The Executive Director shall be the principal operating position of the consortium for carrying out policies and plans established by the Board. He/She shall be a non-voting member in attendance at Board and Executive Committee meetings unless specifically excused; and be an ex officio member of other prescribed committees of the consortium, as established. The Executive Director shall perform such other duties as may be assigned by the Board and/or it's Chairperson.

Section 5. Recording Secretary. A non-officer Recording Secretary shall be appointed to keep the minutes of the meetings of the Board of Directors and shall to the giving and serving of all notices of the Consortium required by law or these By-Laws. He/She shall maintain at all times in the principle office of the consortium at least one (1) copy of the By-Laws with all amendments to date, and shall make the same available for inspection by any office or director during reasonable business hours. He/She shall perform such other duties as may be assigned by the Board of Directors.

Section 6. Substitutes. The Board of Directors may from time to time in the absence of any one of it's officers or at any other time, designate any other person or persons on behalf of the Consortium to sign any contracts, deeds, notes or other instruments in the place or stead of any of such officers, and my designate any person to fill any one of said offices temporarily or for any particular purpose; and any instruments so signed in accordance with a resolution of the Board shall be the valid act of the Consortium as fully as if executed by any regular officer.

Section 7. Compensation; Removal; Vacancies. Officers and Board Directors of the Consortium shall serve without compensation unless expressly stipulated by action of the Board of Directors. Expense reimbursements will be permitted when authorized by the Board of Directors.

The Board of Directors shall have the power at any regular or special meeting to remove any officer, if in the judgement of the Board the best interests of the Consortium will be served by such removal. The Board of Directors at any regular or special meeting shall have power to fill a vacancy occurring in any office for the unexpired portion of the term.

Article V
"Committees"

Section 1. General. The Board of Directors and/or Chairperson may appoint Committees to further enhance the operations and directions of the Consortium. There shall be at least four (4) permanent standing committees of the Board. They are: Executive, Budget/Finance, Membership and Nomination.

Section 2. Executive Committee. The Board of Directors shall appoint an Executive Committee, composed of a Chairperson and at least two (2) other directors from among it's members. The Executive Committee shall hold office at the pleasure of the Board of Directors. Between sessions of the Board of Directors, such committee shall have all of the powers of the Board of Directors in the management of the business and affairs of the Consortium, except those powers specifically denied by law. If any position on the Executive Committee becomes vacant, or if the number of members is increased, such vacancy may be filled by the Board of Directors. The taking of any action by the Executive Committee shall be conclusive evidence that the Board of Directors was not in session at the time of such action. The Executive Committee shall hold formal meetings and keep minutes of all of its proceedings. A copy of such minutes shall, after approval by members of the committee, be sent to all directors as a matter of information. Any action taken by the Executive Committee within the limits permitted by law shall have the force and effect of Board action unless and until revised or altered by the Board. The presence of not less than a majority of the committee shall be necessary to constitute a quorum. Action may be taken without a meeting if unanimous written consent is signed by all of the members of the committee, and if such consent is filed with the records of the committee. The Executive committeee shall have the power to elect one of it's members to serve as its Chairperson unless the Board of Directors shall have designated such Chairperson.

The committee's primary responsibility shall be to prepare necessary operating and capital budgets for the approval the Board of Directors, ensure adequate funds are reasonably obtained and funds/resources are accounted for.

Section 4. Membership Committee. A Membership Committee may be appointed with its Chairperson appointed by the Board Chairperson. Committee membership numbers shall be as determined by its Chairperson and may include Board of Director and/or non-director members.

Its purpose shall be to stimulate interest and support for the Consortium's mission and endeavors. This committee shall establish goals, procedures and requirements as needed and as approved by the Consortium's Board of Directors.

Section 5. Nomination Committee. The Chairperson of the Board, with concurrence of the Board of Directors, shall appoint a Nomination Committee composed of at least three (3) members who shall all be Board Directors.

The Committee shall prepare, solicit, and nominate Directors and officers in accordance with Articles of the By-Laws for approval by the Board prior to its fiscal year ending June 30.

Article VI
"Resignation"

Section 1. Any Director or Officer may resign his/her office at any time. Such resignation shall be made in writing and shall take effect from the time of it's receipt by the Consortium, unless some time be fixed in the resignation, and then from that date. The acceptance of a resignation shall not be required to make it effective.

Article VII
"Commercial Paper, Etc."

Section 1. All bills, notes, checks, drafts and commercial paper of all kinds to be executed by the Consortium as maker, acceptor, indorser or otherwise, and all assignments and transfers of contracts, or written obligations of the Consortium, and all negotiable instruments, shall be made in the name of the Consortium and shall be signed by any one or more of the following officers as the Board of Directors may from time to time designate; i.e., the Chairperson of the Board, Vice Chairperson, or by such other person or persons as the Board of Directors or Executive Committee may from time to time designate. Provisions of this article shall be compatible with and in compliance with other agreements as permitted under Article XII, Section 1b, Administration.

Article VIII
"Fiscal Year"

Section 1. The fiscal year of the Consortium shall cover the period of twelve (12) months ending June 30.

Article IX
"Consortium Membership"

Section 1. The Consortium shall pursue arrangements for creating membership interest and support, that assist in fulfilling its mission purpose. This may be accomplished through establishing single or multiple classes of membership, as described and/or amended from time to time by the Board of Directors.

Article X
"Notices"

Section 1. Notice to Directors and Officers. Whenever by law or these By-Laws notice is required to be given to any director or officer, such notice may be given in any one of the following ways: By personal notice to such director or officer, by telephone communication with such director or officer personally, by facsimile, internet, telegram, cablegram, or radiogram, addressed to such director or officer at his/her then address or at his/her address as it appears on the books of the Consortium, or by depositing the same in writing in the post office or in a letter box in a postage paid, sealed wrapper addressed to such director or officer at his/her address as it appears on the books of the Consortium. The time when such notice shall be consigned to a communication company for delivery shall be deemed to be the time of giving of such notice, and forty-eight (48) hours after the time when such notice shall be mailed shall be deemed to be the time of giving of such notice by mail.

Section 2. Waiver of Notice. Notice to any director of the time, place and/or purpose of any meeting of directors required by these By-Laws may be dispensed with if such director shall attend in person, or if such absent director shall, in writing filed with the records of the meeting either before or after the holding thereof, waive such notice.

Article XI
"Indemnification"

Section 1. To the maximum extent permitted by Maryland Law as from time to time amended, the Consortium shall indemnify it's currently acting and its former directors, officers, agents and employees and those persons who, at the request of the Consortium serve or have served another corporation, partnership, joint venture, trust or other enterprise in one or more of such capacities against any and all liabilities incurred in connection with their services in such capacities.

Article XII
"Administration"

Section 1. The administrative affairs of the Consortium may be internally operated and/or contractor operated. The latter may include provisions for Consortium staffing.

Should any contractor arrangement be used, an agreement defining arrangement, terms and conditions shall be approved by the Consortium's Board of Directors.

Article XIII
"Amendments"

Section 1. These By-Laws may be added to, altered, amended, repealed or suspended by a vote of a majority of the Board of Directors at any regular or special meeting of the Board, if the proposed amendments have been submitted in writing to the Board at least fourteen (14) days in advance of their consideration.

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