The Municipal Bond Club of Baltimore
Constitution and Bylaws

The organization shall be known as “The Municipal Bond Club of Baltimore, Inc.”

The object of this Club is to encourage good fellowship among its members and to promote and maintain high standards and principles in the municipal bond business.

ARTICLE III: Membership
The membership shall consist of two classes – regular and honorary:

(1) The regular membership shall include:

  1. Those persons, other than public officials, whose business office is located in the State of Maryland and a substantial part of whose business or professional activities involve the legal approval, underwriting, marketing, trading, analysis or portfolio management of municipal bonds. Each member must have been engaged in such business for at least two years prior to his election to membership.  Any regular member who leaves the municipal bond business, temporarily, to enter the armed forces or related service of the United States Government for a term of six months or more, upon application to and at the discretion of the Board of Governors may be continued in or restored to all rights and privileges of regular membership and may be relieved of all obligation for the payment of dues for the periods wholly or partly covered by such term of service. A determination of each such application shall be recorded in the minutes of the Board of Governors, and may be retroactive.
  2. Such other persons who are otherwise qualified and elected to membership on an exception basis by the Membership Committee.
  3. Any person previously elected to membership who has continuously maintained membership in the Club since election or restoration.

(2) Honorary membership may be conferred by the Board of Governors upon persons distinguished for their character and contributions to the municipal bond business.

Voting privileges shall be vested solely in the regular membership.

ARTICLE V: Officers
The right to hold office shall be limited to the regular membership.

The administration of the Club shall be vested in a President, a Vice-President, a Secretary, a Treasurer and Board of Governors.  The Board of Governors shall consist of the above four officers, the retiring President who shall serve for one year, and six additional members.  Officers of the Club and members of the Board of Governors shall be elected by a majority vote of the members present at the annual meeting in the manner herein provided.

The four officers shall hold office for one year, or until their successors shall have been elected and taken office.  The Governors now in office shall continue to hold office until the expiration of their respective terms.  Governors elected to succeed those whose terms are expiring shall be elected to serve three years.

The Nominating Committee shall notify the Secretary of its nominations for President, Vice-President, Secretary and Treasurer, and members of the Board of Governors at least one month before the annual meeting.  The names of the members of the Nominating Committee and of those nominated by it shall be included in the notice calling the annual meeting.

Not less than ten (10) percent of the members of the Club may, by petition, nominate a candidate or candidates for office.  Such petition must be filed with the Secretary at least three weeks before the annual meeting and shall be communicated by him to the members as soon thereafter as may be reasonably practicable.

ARTICLE VI: Committees
The Membership Committee shall consist of the Board of Governors.  The President shall be ex-officio chairman of the Committee.

The Nominating Committee shall consist of three members, not more than one of whom shall be a Governor, and shall be appointed by the Board of Governors at least three months before the annual meeting.

The Committee on Arrangements, Publicity and Attendance shall consist of the Vice-President, who shall be ex-offico chairman, and not less than four other members, appointed by the Vice-President, which committee shall have general charge of all meetings and luncheons of the Club and of such other matters as may be prescribed by the Board of Governors.

The President shall appoint all other committees.  Such committees may be appointed whenever and for such purposes as the President may deem necessary.

Except as herein provided, the powers and duties of all standing committees shall be subject to the control of the Board of Governors, which shall have the power to remove a member of such a committee and to fill vacancies.

The annual meeting shall be held during the month of January.  Notices stating the time and place at which the annual meeting shall be held shall be mailed by the Secretary to each member, at least thirty (30) days prior to the date of the meeting.

Special meetings shall be held at the call of the President and a majority of the Board of Governors.  Such special meetings may also be called upon a petition of not less than ten (10) percent of the regular members, setting forth the date and purpose of such meeting, filed with the Secretary at least thirty (30) days prior to the date of such meeting. At such special meetings no business, other than that specified in the call or petition, shall be considered except by the consent of a majority of those present at the meeting.   Written notice of special meetings shall be mailed by the Secretary to each member as soon as practicable after such special meeting has been called.

Twenty-five percent (25%) of the regular members shall constitute a quorum, but nothing contained in this Article shall alter the provision of Article XIV relating to amending the Constitution and By-Laws.

The order of business at all meetings shall be as prescribed by the Board of Governors.

ARTICLE VIII: Luncheons and Other Entertainments
The Board of Governors, at its discretion, may determine what luncheons shall be given, or entertainments held by the Club.  The Board of Governors may adopt rules regulating such luncheons and entertainments.

ARTICLE IX: Duties of Officers
The President shall preside at all meetings and shall exercise general supervision over the affairs of the Club.  He shall appoint all committees not otherwise provided for, and shall be ex-offico a member of such committees.  He shall, with the Secretary, sign all written contracts and obligations of the Club.

The Vice-President shall fulfill the duties of the President in his absence or disability, and shall succeed the President in the event of his death or resignation.

The Secretary shall keep the records of the Club, and conduct its correspondence.  He shall notify all candidates of election to membership and shall give notice of all meetings of the Club and the Board of Directors.  He shall, with the President, sign all written contracts or obligations of the Club.  The Secretary shall be ex-officio Assistant Treasurer.

The Treasurer shall receive all moneys of the Club and shall have custody and keep an account of the same and, upon approval of the Board of Governors, shall make all disbursements of such funds.  He shall be ex-offico Assistant Secretary.

The Board of Governors may impose upon the aforesaid officers such other duties not inconsistent herewith, as it may be expedient.

ARTICLE X: Governors
The Board of Governors shall meet for the transaction of business at least four times in each year, and at such other times and places as may be determined by the President.  Six members shall constitute a quorum of the Board of Governors.  A governor who fails to attend three successive meetings shall, unless excused by the Board, thereby forfeit his office.

In the event of death, resignation or inability to act, of any officer of the Club, other than the President, the Board shall elect a successor who shall hold office until the next annual meeting.

Should a vacancy of the Board of Governors occur, the Board shall elect a governor to serve until the next annual meeting, at which meeting his successor shall be elected for the unexpired term.

The activities of the Club shall be those prescribed by the Board of Governors not consistent herewith, provided, however, that neither the Board of Governors, nor any committee shall have any authority to incur or contract on behalf of the Club any liability whatever beyond the amount of funds on hand available for the discharge of such liability.

The Board of Governors shall have power to adopt all necessary rules for the conduct of the business of the Club.

ARTICLE XI: Election of Members
Candidates for membership shall be proposed in writing by a member upon forms furnished by the Secretary.  The determination of any question of eligibility shall vest with the Membership Committee and its decision shall be final.  Candidates for regular membership qualified in accordance with Article III, (1)  (A) shall be elected by the affirmative vote of two-thirds of the Membership Committee present at any meeting.  Candidates for regular membership not so qualified shall be elected by the affirmative vote of four-fifths of the Membership Committee present at any meeting

A former member, other than a member who has been expelled, may be restored to membership by the vote of a majority of the members of the Membership Committee present at any meeting.  No initiation fee shall be required of any such restored member.

Six members of the Membership Committee shall constitute a quorum of such committee.

A candidate shall not be considered a member until he has been given formal notice of election by the Secretary, and shall have paid all fees imposed and the dues for the current period.

ARTICLE XII: Fees and Dues
The expenses of the Club incurred in carrying on its activities shall be [provided by any fees and annual dues of the members, and any other funds available for such purposes.

Fees and dues shall be fixed annually by the Board of Governors.  Candidates elected shall, within two weeks from the date of notice of election pay full dues for the current period.  No members whose dues have not been paid may attend any meeting of the Club.

The non-payment of dues for ninety days will automatically suspend a member.  A member so suspended may be reinstated at the discretion of the Board of Governors upon his application and the payment of all arrearages.

ARTICLE XIII: Expulsion of Members
Any member may be expelled, for conduct harmful to the interests of the Club, by the unanimous vote of all the Board of Governors, after having been given ten (10) days notice and an opportunity to be heard by the Board of Governors in person, or an attorney, in his own defense.

ARTICLE XIV: Amendments
The Constitution and By-Laws may be amended at any meeting of the Club by a vote of not less than two-thirds of the regular members.  Amendments may be proposed by the Board of Governors, or by petition of not less than ten (10) percent of the regular members, served on the Secretary not less than forty (40) days before the meeting.  No amendment may be adopted unless a notice stating the time and place of the meeting and setting forth a copy of the amendment has been mailed to the members by the Secretary at least thirty (30) days prior to the meeting., but an amendment to the amendment may be made at the meeting without notice.

If the Board of Governors shall determine that an amendment, including an amendment proposed by petition, should be voted upon by the members by ballot rather than at a meeting of the Club, the President shall appoint a Canvass Committee, consisting of a Chairman and two associate members, which shall send to each member by mail:

  1. a copy of such amendment;
  2. a ballot permitting a vote for or against the amendment, typed or printed on a postal card addresses to the Chairman of the Canvass Committee; and
  3. a notice stating that ballots, signed by the members, cast for or against the amendment must be received by the Canvas Committee not later than 12 o’clock P.M. on a date designated in such notice (not earlier than fifteen (15) nor more than twenty (20) days after the mailing of such notice) and that at a time and place designated therein the Canvas Committee will meet to canvass the vote of the members for and against the adoption of the amendment.

Any member shall be entitled to be present at the canvas of such vote.  If two-thirds of the ballots cast shall be for the adoption of the amendment, the amendment shall be adopted.  All ballots received by the Canvass Committee shall be preserved by its Chairman for a period of thirty (30) days after the date of such canvass and shall be open to the inspection of any member.

As Amended, January 7, 1976 and August 25, 1993

December 28, 2007

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