United Seniors of Maryland (USM)

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United Seniors of Maryland (USM) Bylaws

 

Please note that a USM Bylaws Committee was appointed at the September 2011 USM meeting, to review and recommend revisions to these USM Bylaws. If anyone has suggestions for the Bylaws Committee, please feel free to contact any of the members of the committee:

Paul M. Bessel, Chairman - paul@bessel.org
Wendy Kronmiller - wendy.kronmiller@erickson.com
Susan Jabllinske - susiej@aol.com
Ted Meyerson - tedmeyerson@verizon.net

Below is the report of the Bylaws Committee, dated January 27, 2012, or you can click here to see it in pdf format.


USM - United Seniors of Maryland
Bylaws Committee Report
February 16, 2012
 

Background

This USM Bylaws Committee was appointed by the USM President in October 2011. It consists of chairman Paul M. Bessel; Wendy Kronmiller, Susie Jablinske, and Ted Meyerson. The January 27, 2012, report of the Bylaws Committee was distributed to all USM members by email, and it was discussed in detail at the USM meeting on February 13, 2012. Several suggestions were made and agreed to, and the USM Bylaws Committee recommends adoption of the proposed new USM Bylaws shown below. (The old USM Bylaws are on the USM website at http://unitedseniors.net/bylaws.htm ) 

New Recommendations 

1. Ratification of USM Standing Committee Chairmen

The proposed new USM Bylaws state that the USM President appoints the Chairmen of the USM Standing Committees. It was suggested that there should be provision for the USM General Membership Meeting, where all USM members can attend and vote, to be presented with these appointments and have the opportunity to approve or disapprove each of them. The Bylaws Committee agrees.

If any USM member feels a particular Committee Chairman appointment is not a good one, that USM member will have the opportunity to explain that to the USM Membership, which will have the final say on whether that person or someone else becomes Chairman of that committee.

2. Public Relations (PR) Committee

It was suggested that there should be a Public Relations (PR) Committee to produce the USM newsletter and take other actions to promote USM and its goals among the general public and with government officials. The Bylaws Committee agrees.

Since there would now be 5 instead of 4 Standing Committees, if the Board of Directors is still to have an odd number of members with a maximum of 15, the number of additional Board members would be changed to 1 to 5 instead of 2 to 6. These are the positions on the Board that could be held by any USM member — individual or organizational representative— who shows the ability and willingness to help USM by attending meetings of the USM Board and taking on specific tasks for USM.

3. Open Meetings

It was also suggested that the Bylaws should specifically state that USM General Membership Meetings are open to potential new members and other guests who are interested in the work of USM. The Bylaws Committee agrees and has included this, with provision for closed meetings if they are ever necessary.

Conclusion

The USM Bylaws Committee recommends that the USM members vote to adopt the proposed new USM Bylaws, by the required 2/3 vote, at the USM meeting on March 19, 2012, to become effective at the time of elections for new USM officers at the May 2012 General Membership Meeting.

Below are the proposed new USM Bylaws, with the changes made after discussion at the USM general membership meeting on February 13, 2012.

Proposed New USM Bylaws

Article 1 - Name & Purposes

Article 2 - Membership

Article 3 - General Membership Meetings & Board of Directors

Article 4 - Officers

Article 5 - Committees

Article 6 - Amendments

 

Article 1 - Name & Purposes

1.   Name - The name of this organization shall be United Seniors of Maryland, and it may also be referred to as USM.

2.Purposes - The purposes of USM shall be to (a) maintain a continuing coalition dedicated to influencing legislation and public policy to assist Maryland seniors; (b) preserve and enhance the mental, physical, and financial well being of Maryland seniors; and (c) to give special attention to Maryland seniors who are most vulnerable physically, mentally and financially.

Article 2 - Membership 

1.   Organizational members - Organizational members shall consist of (a) organizations with an interest in promoting the goals of USM, and (b)  Maryland public agencies interested in senior and intergenerational issues. The USM Board may reject membership in USM of an organization if it finds that action to be in the best interests of USM.

2.   Individual members - Individual members shall consist of persons interested in senior issues who wish to be members of USM. 

3.   Dues - Dues shall be set by the USM Board for each fiscal year, which shall be from July 1 through June 30. Delinquencies in payment of dues shall result in loss of voting privileges and of membership, in a manner and time determined by the USM Board of Directors. 

Article 3 - General Membership Meetings & Board of Directors 

1.   General Membership Meetings - The USM General Membership Meetings shall consist of representatives of all organization members and of all individual members who wish to attend, and shall also be open to potential new members and others interested in the work of USM except when a closed meeting might be necessary. To the extent practicable, USM shall have General Membership Meetings from September through June, on dates and times set by the Board of Directors. A quorum at General Membership Meetings shall consist of at least 25 members, representatives of organizational members and/or individual members. 

2.   Board of Directors - The Board of Directors shall consist of (a) the 4 elected USM officers and the Immediate Past President of USM, (b) the Chairmen of the USM Standing Committees defined in these Bylaws, and (c) 1 to 5 additional USM members nominated from time to time by the other members of the Board and ratified at a General Membership Meeting . The Board may act for USM, but all its actions, must be reported at the next General Membership Meeting for ratification. If the Board finds that a particular issue is important and the members present at a particular General Membership Meeting may not be representative of the entire membership, it may schedule the vote on that subject for a future General Membership Meeting and inform all USM members of the date of the vote on that subject. The Board shall meet when called by the USM President, normally at the start and/or conclusion of each General Membership Meeting. Board meetings will be open to all USM members except to the extent a matter involving privileged or personal information is to be discussed. 

3.   Types of meetings - Meetings of USM, including Membership and Board meetings, may be held in person, by telephone, email, or any other method deemed reasonable for fair discussion and decision-making. 

4.   Parliamentary authority - To assure fairness and efficiency, all meetings of USM shall be governed by the latest edition of Robert’s Rules of Order, except when the provisions of the USM Bylaws provide otherwise. 

Article 4 - Officers 

1.   Titles and Duties - The officers shall be President, Vice President, Secretary, and Treasurer. 

a.   President - The President shall preside at meetings of the USM Membership and USM board; be an ex officio member of all committees; appoint chairpersons and members of standing committees with ratification at a General Membership Meeting, appoint special committees to perform specific tasks; and be the principal spokesperson for USM. 

b.   Vice President - The Vice President shall assist the President in the performance of the duties of that office, and other duties as assigned by the President or the Board. 

c.   Secretary - The Secretary shall take minutes and record attendance  at USM meetings; send notices of meetings;  and maintain copies of minutes and a directory of members. 

                  d. Treasurer - The Treasurer shall keep financial records; handle income and expenses; file necessary financial reports and forms with government agencies, and report to the USM General Membership Meetings and Board meetings about USM finances. 

2.   Elections and Term of office - A Nominating Committee shall recommend candidates at the General Membership Meeting in April, with elections and installation of new officers at the General Membership Meeting in May of even-numbered years. The terms of USM officers shall be 2 years, starting immediately after election at the General Membership Meting in May until their successors are elected at the General Membership Meeting in May two years later. The President may serve only two consecutive two-year terms. 

3.   Vacancies - Vacancies in any USM officer position may be filled by the USM Board and ratified at a USM General Membership Meeting.. 

4.   Conflict of Interest - Whenever a director or officer has a financial interest in any matter coming before the board of directors, the affected person shall: (a) fully disclose the nature of the interest and (b) withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested directors determine that it is in the best interest of USM to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval. 

Article 5 - Committees 

1.   Standing Committees - USM shall have the following standing committees, whose Chairpersons and members shall be appointed by the USM President and ratified at a USM General Membership Meeting: 

a.   Legislation - The Legislation Committee shall review all legislation that is of interest to the members of USM and shall recommend public positions for USM on legislation. When possible, such positions shall be voted on by the USM General Membership Meetings or Board of Directors, but if the Legislation Committee decides that faster action is needed, the Legislation Committee is authorized to take public positions on legislation in accordance with previous precedents set by the USM General Membership Meetings and the USM Board. 

b.   Forum - The Forum Committee shall organize and run the USM Annual Government Forum and any other USM public events. 

c.  Membership - The Membership Committee shall encourage new organizations and individuals to become USM members, and shall contact USM members whose dues are unpaid to encourage their continued membership. 

d.   Public Relations (PR) - The Public Relations Committee shall produce the USM newsletter. It shall also promote USM and its goals among the general public and with government officials who can assist USM in reaching its goals. 

e.   Information Technology (IT) - The IT Committee shall assist USM to keep computerized records, have a professional website, maintain a USM presence in electronic media, and assist USM members and others with electronic record keeping and operations. 

2.   Special Committees - The USM President may appoint special committees when they are needed, and may give them deadlines and charters for their operation. 

Article 6 - Amendments 

1.   Notice - Any USM member may propose an amendment to the USM Bylaws by submitting it in writing to the USM President or USM Secretary. Notice of proposed amendments shall be given to the members of USM as soon as practical, including notice of the date set by the USM Board for voting on the proposed amendment.. 

2.   Approval - Proposed amendments to the USM Bylaws may be adopted at a General Membership Meeting, after members have received reasonable notice (usually at least one month), by 2/3 of its members present and voting.


UNITED SENIORS OF MARYLAND BYLAWS
ADOPTED MARCH 17, 2009

ARTICLE 1. PURPOSES

The purpose of the United Seniors of Maryland (USM) shall be to maintain a continuing coalition dedicated to influencing legislation and public policy for the betterment of the lives and wellbeing of Maryland seniors, with special attention to those most vulnerable.

ARTICLE 2. BYLAWS

Section 1. Members

USM offers two levels of membership: organizational and individual.

a. Organizational members shall consist of National senior organizations and their Maryland affiliates, private Maryland organizations and associations, and Maryland public agencies interested in senior and intergenerational issues. Organizational members shall be the governing body of USM.

b. Individual members shall consist of persons interested in senior issues who wish to affiliate with USM.

c. Organizations and individuals desiring top become members of USM shall submit a written application for membership. An organization’s appilication shall include the names of its proposed primary and alternative voting representatives at USM meetings. Upon approval by a majority of authorized voting representatives attending the next USM meeting, the applicant shall be accepted into membership.

d. The membership year for USM extends from July 1 through June 30, consistent with USM’s fiscal year.

Section 2. Dues

a. Dues for USM shall be determined annually at the April Board meeting by a majority vote of the authorized voting representatives attending the meeting and shall be payable by the first day of June each year, organizational members more than two months delinquent in the payment of annual dues shall be denied voting privileges until their annual dues payment is received by the Treasurer.

b. The annual dues for organizational members are based directly on the size of their membership within Maryland. Those with more than 500 Maryland members will have twice the dues of those with fewer than 500 Maryland members

c. The annual dues for individual members will be one-fifth that of organizations with fewer than 500 members.

Section 3 Elections

a. The Board of Directors shall elect officers for USM each May from among the nominees of the Nominating Committee or those nominated from the floor.

b. The elected officers shall assume their responsibilities on July 1.

c. The President may be elected to the same office only two consecutive terms.

d. Starting in 2008 the President, Vice-President Legislative and Treasurer shall be elected for a two-year term of office. In 2009, the Vice- President Rallies, the Vice-President Membership and the Secretary shall be elected for two-year terms of office.

e. If a vacancy occurs in any office during the term thereof, The Executive Committee shall select an individual to fill such office for the remainder of the term.

Section 4. Meetings

a. The Board of Directors shall meet monthly from September to June to discuss issues and strategies, establish legislative priorities and actions, and conduct other necessary business.

b. Additional meetings may be called at the discretion of the President.
c. All business at USM meetings shall be conducted in accordance with Robert’s Rules of Order, except as superseded by these bylaws.

Section 5. Voting

a. Only representatives of organizational members in good standing shall have voting privileges.

b. A quorum must be present on matters that require a vote. For USM purposes, a quorum is defined as attendance of representatives from at least one-third of the members with voting privileges at the time of the meeting.

c. Upon request of an organizational member’s representative voting shall be conducted by roll call and recorded by the Secretary

d. No legislative or public policy position shall be taken without first obtaining a general, but not necessarily unanimous, agreement from voting members. Any organization that does not agree with a USM position so arrived at may pursue its own policy.

e. No proxy votes will be allowed in a USM meeting.

Section 6. Governance

6.1 Board of Directors

The Board of Directors shall be the governing body of USM. The Board of Directors shall be comprised of one individual from each member organization. In descending order of precedence, the voting member shall be the President, designated primary representative, and alternated representative. The officers of USM shall be elected from among the members of the board of Directors, except that a non-member of the Board may be elected as an officer if this representation requirement is specifically waived by the Board. Such officer shall, upon election, become a member of the Board with full voting privileges.

6.2 Elected Officials.

a. The President shall preside at meetings of the Board and Executive Committee. He/she shall be an ex officio member of all standing committees and shall appoint ad hoc committees to perform specific tasks. He/she shall be the principal spokesperson for USM and may testify for USM at legislative hearings and other venues. The President may appoint other members of the Board as spokespersons as he/she deems appropriate for the occasion. The President shall confer with each member organization at least annually and shall cause an annual audit of USM
financial affairs.

b. The Vice President Legislation shall chair the Legislative Committee, which shall coordinate all USM legislative activities at the state and federal levels. He/she shall be responsible for recruiting and directing the members of the Legislative Committee. In the absence of the President, he/she shall preside at meetings of the Board.

c. The Vice President – Rallies shall chair the Rallies Committee and coordinate all logistical and organizational activities related to the USM state and federal rallies. He/she shall be responsible for recruiting and directing members for such committee and shall report all proposed actions to the Board for approval.

d. The Vice President – Membership shall assist the President in soliciting new members, shall be responsible for maintaining an accurate membership list, and ensure the development of the mechanisms by which members can activate their constituencies. He/she shall report to the Board.

e. The Secretary shall take minutes and record attendance at all USM Board meetings. He/she shall keep a file of these records, send notices of meetings and maintain copies of minutes, and a current directory of members.

f. The Treasurer shall keep current financial records, administer funds, pay all USM debits promptly, and report regularly on receipts and expenditures since the previous report, and the current bank balances for all accounts. Except for routine expenditures by the Secretary, the President must approve itemized vouchers. The Treasurer shall be authorized to sign individual checks under $2000. In his/her absence, either the President or a designated Vice President shall be authorized to sign such checks. Individual checks of $2000 or more shall require the signatures of two of the above named officers.

Section 7. Committees

a. The Executive Committee comprised of the elected officers and the immediate Past President will meet at the call of the President. It has the authority to speak on behalf of USM in situations where, because of time constraints, it is impractical to convene the full Board. It may also exercise such other authorities granted by a majority vote of the Board. It must report all such actions at the next scheduled Board meeting. It may fill vacancies in elective offices by majority vote. A person appointed by the executive committee to an elected position may serve in that
office until the next scheduled election.

b. A Nominating Committee shall be appointed annually by the President land the Committee will announce its nominees for USM at least 60 days prior to the announced election. It has the responsibility to ensure that nominees have agreed to accept the positions for which they have been nominated. The committee will submit their recommendations to the Board at least 30 days prior to the scheduled date for the election. No person serving as an elected office may serve on the nominating committee.

Section 8. Amendments

These bylaws may be amended at a regularly scheduled meeting. The proposed amendment must first be presented for consideration and approval by a majority of the voting representatives at the meeting. All members with voting privileges must be provided a copy of the proposed amendment with 30 days notice of the time and place of the meeting at which final action on the amendment is planned to be taken. At the meeting a role call will be taken. If approved by a two-thirds majority of the attending voting representatives, the amendment will be adopted.

 


 

USM - United Seniors of Maryland

Some things to think about concerning the USM Bylaws

as of October 11, 2011 (PB)

Does the "Purposes" section adequately and concisely describe USM’s current purposes? Should we revise it to be more concise and specific about USM’s goals and purposes?

Are the USM current membership categories adequate and proper for USM as it operates now? Should all Organizational members continue to be on the governing body of USM or should there be some limit?

Should Individual members have some voice in USM policy decisions, such as some representation on the USM Board?

Should the USM Bylaws give authority to the USM Board to set dues, thus providing more flexibility than setting the dues in the Bylaws and requiring Bylaws amendments for all dues changes?

Should the USM officer positions be changed, for example by changing Vice Presidents for certain functions to committee chairmen as is done in other organizations? Should some be appointed rather than elected?

Should the dates of elections and new officers taking office be changed?

Should there be some limitation on nominations of officer candidates from the floor, such as a need for biographies in advance, so the voting members are not faced with surprise candidates about whom they no nothing?

Should the manner of filling vacancy in officer positions be changed?

Should there continue to be a Bylaws requirement for monthly meetings? Should there be more flexibility for the leaders to decide when and how USM should have meetings?

Should the USM Board continue to include a representative from every organizational member, even if that leads to a cumbersome number on the Board? Should we consider a different and smaller Board and if so, how should it be selected?

Should the quorum requirement (one-third of organizational members with voting privileges) be changed?

Should organizations be permitted to be represented by a different person from that organization at different meetings?

Should there be specific provisions permitting meetings by phone, video, or electronic means?

Should the Executive Committee include more than just the elected officers and the Immediate Past President?

Should the provisions about how USM takes positions on legislation be changed, to provide more flexibility?

Should the Bylaws amendment process be changed, such as eliminating the requirement for 2 votes, majority to approve consideration, followed by 2/3 vote to adopt at a later meeting?

 


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