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The name of the organization is CB Events Limited. The organization is organized in accordance with the Corporations and Associations Article of the Annotated Code of Maryland, as amended. The organization has not been formed for the making of any profit, or personal financial gain. The assets and income of the organization shall not be distributable to, or benefit the trustees, directors, or officers or other individuals. The assets and income shall only be used to promote corporate purposes as described below. Nothing contained herein, however, shall be deemed to prohibit the payment of reasonable compensation to employees and independent contractors for services provided for the benefit of the organization. This organization shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax. The organization shall not endorse, contribute to, work for, or otherwise support (or oppose) a candidate for public office. The purpose of the organization is the following: Supporting our community, seniors, children and other non-profit organizations. The organization is organized exclusively for purposes pursuant to section 501(c)(3) of the Internal Revenue Code.
Pursuant to Title VI of the Civil Rights Act of 1964, Section 504 of the Rehabilitation Act of 1973 and the Age Discrimination Act of 1975, CB Events Limited recruits, employs, assigns and promotes staff, terminates employment, accepts volunteers and board members, determines rates of pay and other benefits without discrimination on the basis of age, gender, sexual orientation, disability, ethnic identity, religion or creed.
The members of the Corporation shall be the Board of Directors.
The Board of Directors shall manage the business, property and affairs of the organization, and may exercise and delegate any and all of the powers of the organization as it sees fit, subject only to restrictions imposed by statute, the organization Articles of Incorporation, and these Bylaws. The Board of Directors shall establish corporate and administrative policies; authorize operational goals and objectives; emphasize overall corporate planning; authorize agreements and contracts; adopt the budget; approve committee appointments; provide for the maintenance of headquarters; employ, direct and discharge executive personnel; authorize meetings; review committee reports; and determine action to be taken. Board members shall actively participate in community outreach, gift solicitation, and event and campaign planning.
The Board of Directors consist of all the officers of the Executive committee. The Board Members consist of committee chairs. In addition to the Board of Directors, the board shall have up to 5, but not fewer than 2 additional board members. The board receives no compensation other than reasonable expenses.
The President, Secretary and Treasurer serve 5-year terms, automatically renewable unless challenged by the Executive committee or board members. Other roles serve 2-year terms, renewable by vote.
Directors and Members may be renominated for service on the board following a one-year absence from the board.
The Nominating Committee will nominate one person for each of the available seats to be filled on the Board of Directors by October of each year. New directors shall be elected by a majority of directors present at such a meeting, provided there is a quorum present. Directors so elected shall serve a term beginning on the first day of the next fiscal year.
A quorum will consist of a simple majority (51%) of the Board of Directors. A quorum of the Board of Directors must be present to conduct business.
Any action required to be taken, or which may be taken, at a meeting, may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, is signed by the Board of Directors with respect to the subject matter of the vote.
Regular meetings of the Board of Directors shall be held as determined by the Board. Special meetings of the Board of Directors may be held at any time upon twenty-four (24) hour notice, oral or written, by the President, Secretary, Treasurer, or by two other members of the Board of Directors.
Written notice stating the place, date and hour of any regular meeting of the Board of Directors shall be delivered personally, electronically, or by mail to each Director with a minimum of ten (10) days’ notice.
Members of the Board of Directors or any committee designated by the Board may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by which all persons participating in the meeting can communicate with each other. Participation in a meeting pursuant to this section shall constitute presence at such meeting.
Resignation from the board must be in writing and received by the President or the Secretary. Board members may be excused from attendance upon notification to the President prior to the scheduled meeting. Board members shall be terminated from the board due to excess absences, more than two unexcused absences from board meetings in a year. A board member may be removed for other reasons by a three-fourths vote of the remaining directors.
Vacancies occurring on the Board of Directors may be filled at any time by appointment of the President with approval of two-thirds vote of the Board of Directors. The appointment will be for the unexpired term of the position. Fulfillment of appointed partial terms shall not count toward a director’s term; appointed directors may serve additional full terms subject to term limitations addressed in Section 3.
The Officers of this Corporation shall be President, Vice-President, Past President, Secretary, and Treasurer. Each Officer of this Corporation shall be a member of the Board of Directors.
All officers shall be elected for a five (5) year term with no more than three (3) consecutive five-years terms in the same office. One person may hold more than one position at the same time.
Elections for Executive Committee positions occur upon the departure of an officer. Committee chairs are eligible for executive positions via vote.
Whenever, in the judgment of the Board of Directors, the best interests of the organization will be served, any officer may be removed from office by the affirmative vote of two-thirds of the Board of Directors. Any officer may resign at any time by delivering a written resignation to the President or the Secretary.
In the event a vacancy occurs in any Officer's position, it shall be filled in the following manner until the next annual election:
The Officers shall possess such powers and perform such duties as shall be determined by the Board of Directors.
The President of the Board shall:
The Vice-President of the Board shall:
The Secretary shall:
The Treasurer shall:
The board may create committees as needed. The President appoints all committee chairs from the membership of the Board. Limited term task forces may be appointed by the President at any time with approval by the Executive Committee; standing and longer-term committees shall be created with the affirmation of majority vote of the board.
Board officers serve as the members of the Executive Committee. Except for the power to amend the articles of incorporation and bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board.
The treasurer is the chair of the Finance Committee, which has at minimum 2 members. The Finance Committee is responsible for developing and reviewing fiscal procedures and annual budget with board members. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the board or the Executive Committee.
Section 3.1: Audit Task Force The Finance Committee on an annual basis shall appoint an audit task force who shall monitor the audit process. The task force shall be chaired by a member of the board that does not serve on the Finance Committee and shall have at minimum two members from the Finance Committee represented.
The Strategic Planning Committee shall be chaired by the President of the board and consist of not less than 3 members. The Committee shall monitor the implementation of the strategic plan.
The organization shall not have a corporate seal. All instruments that are executed on behalf of the organization which are acknowledged and which affect an interest in real estate shall be executed by the President or any Vice-President and the Secretary or Treasurer. All other instruments executed by the organization, including a release of mortgage or lien, may be executed by the President or any Vice-President. Notwithstanding the preceding provisions of this section, any written instrument may be executed by any officer(s) or agent(s) that are specifically designated by resolution of the Board of Directors.
The organization may be dissolved only with authorization of its Board of Directors given at a special meeting called for that purpose, and with the subsequent approval by no less than two-thirds (2/3) vote of the members. In the event of the dissolution of the organization, the assets shall be applied and distributed as follows: All liabilities and obligations shall be paid, satisfied and discharged, or adequate provision shall be made therefore. Assets not held upon a condition requiring return, transfer, or conveyance to any other organization or individual shall be distributed, transferred, or conveyed, in trust or otherwise, to charitable and educational organization, organized under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, of a similar or like nature to this organization, as determined by the Board of Directors.
Policies regarding documents, obligations and disbursements are set forth in the organization’s operations policies which shall be reviewed on an annual basis by the board.
The designated fiscal year of this corporation shall be January 1st to December 31st.
The most recent edition of Robert’s Rules of Order shall serve as the Parliamentary Authority for the organization.
Unless expressly prohibited by law, the Corporation shall fully indemnify any person made, or threatened to be made, a party to an action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that such person, or such person's testator or in testate, is or was a director, officer, employee or agent of the Corporation or serves or served any other enterprise at the request of the Corporation, against all expenses (including attorneys' fees), judgments, fines and amounts paid or to be paid in settlement incurred in connection with such action, suit or proceeding.
Officers, directors and other persons who perform services for the corporation and who do not receive compensation other than reimbursement of expenses ("volunteers") shall be immune from civil liability. Additionally, persons regularly employed to perform a service for a salary or wage ("employees") shall not be held personally liable in damages for any action or omission in providing services or performing duties on behalf of the corporation in an amount greater than the amount of total compensation (other than reimbursement of expenses) received during the twelve (12) months immediately preceding the act or omission for which liability was imposed. Regardless of the amount of liability insurance maintained, this limitation of liability for volunteers and employees shall not apply when the injury or damage was a result of the volunteer or employee's willful misconduct, crime (unless the volunteer or employee had reasonable cause to believe that the act was lawful), transaction that resulted in an improper personal benefit of money, property or service to the volunteer or employee, or act or omission that was not in good faith and was beyond the scope of authority of the corporation pursuant to this act or the corporate charter. This limitation of liability shall not apply to any licensed professional employee operating in his or her professional capacity. The Corporation is liable only to the extent of the applicable limits of insurance coverage it maintains.
In order to amend the Bylaws, notice of the proposed amendment shall be delivered personally, electronically or by mail to each member of the Board of Directors at least two weeks prior to the time of the vote on the proposed amendment. The Bylaws shall be amended by a two-thirds (2/3) vote of the Board of Directors.
All board members and officers of CB Events Limited shall sign a Non-Disclosure Agreement (NDA) upon their appointment. This agreement ensures that all proprietary, confidential, or sensitive information obtained during their service with CB Events Limited is not disclosed to any unauthorized persons or used for personal gain. The NDA covers, but is not limited to, business plans, financial data, donor information, and any other non-public information pertaining to the organization.
To protect the interests and proprietary information of CB Events Limited, all board members and officers agree to the following non-compete terms: