A Maryland Non-Stock Corporation

Article I
Offices

1.1 Principal Offices. The principal office of the Corporation shall be located at 9815 Hillridge Drive, Kensington, Maryland 20895, or such other location or locations within or without the State of Maryland as the Board of Directors may specify from time to time by resolution.

1.2 Other Offices. Other offices may at any time be established at any other place or places specified by the Board of Directors.

Article II
Vegetarianism Defined

2.1 For the purposes of these Bylaws and the activities of this corporation, vegetarianism is defined as "the practice of living without the use of meat, fish, or fowl, with or without the addition of eggs and dairy products."

Article III
Officers

3.1 Eligibility.

1. Only members of the Board of Directors are eligible to serve as officers of the Corporation.
2. Only vegetarians are eligible to serve as officers of the corporation.

3.2 Officers. The officers of the Corporation shall be a President, Vice-President, Secretary, and Treasurer, and shall serve in their respective capacities both with regard to their function as such and as members of the Board of Directors.

3.3 Election and Term of Office. The officers of the Corporation shall be appointed by the Board. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified or until his or her death or until the officer shall resign or shall have been removed in the manner provided in these Bylaws.

3.4 Removal. Any officer or agent elected or appointed by the Directors may be removed by the Directors whenever in their judgement the best interests of the Corporation would be served thereby.

3.5 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by a majority of all the Board of Directors for the unexpired portion of the term. The officer so selected shall hold office until his or her successor is chosen and qualified.

3.6 President: Powers and Duties. The President shall be the chief executive officer of the Corporation and shall have general supervision of the business of the Corporation. If a Chairperson of the Board is not elected, the President shall preside at all meetings of the Officers and of the Board, and shall perform such other duties as are incident to the office or are properly required of him by the Board of Directors.

3.7 Vice-President: Powers and Duties. The Vice-President shall exercise the authority of the President in his or her absence and perform such other duties as may be assigned to him by the President or Board of Directors.

3.8 Secretary: Powers and Duties. The Secretary shall attend all meetings of the Directors and shall keep true and complete minutes. He or she shall give notice of all meetings of the Directors and shall be custodian of the corporate records and of the seal of the Corporation and maintain such other records as may be required of him or her by the President or the Board. The Secretary shall carry out such other duties incident to his or her office as the President may request or the Board may assign.

3.9 Treasurer: Powers and Duties. The Treasurer shall collect and receive all monies due or belonging to the Corporation. He or she shall deposit the same in a bank designated by the Board in the name of the Corporation. The Treasurer's books at all times shall be open to inspection by the Board and he shall report to them at every meeting the condition the Corporation's finances and every item of receipt or payment not before reported. There shall be an audit of books as directed by the Board.

3.10 Delegation of Duties. Whenever an officer is absent or whenever for any reason the Board of Directors may deem it desirable, the Board may delegate the powers and duties of an officer to any other officer or officers or to any Director or Directors.

3.11 Compensation. The salary and other compensation of the officers and other employees of the Corporation shall be fixed from time to time by resolution of or in the manner determined by the Board.

3.12 Execution of Corporate Instruments.

1. Any officer or officers designated by the Board shall have the authority to execute specific corporate instruments or documents, or to sign the corporate name.
2. All checks and drafts on banks or other depositories of funds to the credit of the Corporation shall be signed by any officer or officers designated by the Board.

Article IV
Directors

4.1 General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors. The Directors shall in all cases act as a board, and, except as otherwise expressly provided by law, the Articles of Incorporation or these Bylaws, all of the powers of the Corporation shall vest in such Board, and the Directors may adopt such rules and regulations for the conduct of their meetings as they may deem proper.

4.2 Number. The number of Directors of the Corporation shall be no greater than twelve (12), but in no event fewer than three (3).

4.3 Qualification.

1. Only vegetarians may serve as Directors.
2. Directors need not be residents of the State of Maryland.
3. Directors must be members of the Vegetarian Union of North America.

4.4 Chairperson of the Board of Directors. The Board of Directors by majority vote, may elect any one of its members as Chairperson. The Chairperson shall preside at all meetings of the Board of Directors and shall have general supervision and direction of the business of the Corporation and its officers and agents. He or she shall perform such special duties as may from time to time be delegated to him by the Board of Directors.
If the Chairperson is not present or there is none in office, the President shall preside at meetings. If neither the Chairperson of the Board of Directors nor the President is present, a Chairperson shall be elected by the meeting. The Secretary of the Corporation shall act as Secretary of all the meetings, if the Secretary be present. If the Secretary is not present, the Chairperson or President, whichever is presiding at the meeting, shall appoint a Secretary of the meeting.

4.5 Appointments by the Board. The Board, by majority vote, may appoint persons to serve in executive positions on behalf of the Corporation, and by such resolution, the board shall define the duties and powers incident to such positions.

4.6 Quorum. A quorum for a meeting of the Board shall be 50% of the Board. Persons participating by telephone are counted as part of the quorum.

4.7 Open Board Meetings. Board meetings shall be open to all members of the Vegetarian Union of North America. Only Directors shall vote at Board meetings.

4.8 Place of Meeting. Meetings of the Officers and Directors shall be held at the principal office of the Corporation or at any other place with in or without the State of Maryland that the Board of Directors may from time to time select.

4.9 Regular Meetings. Regular meetings of the Board of Directors shall be called at the discretion of the President or by a majority of the Directors.

4.10 Special Meetings. Special meetings of the Board of Directors may be called by the President, and shall be called by the Secretary upon receipt of a written request for same signed by a majority of Directors.

4.11 Notice of Meetings. Notice of meetings of the Board of Directors shall be given by the Secretary at least fourteen (14) days prior to the date of said meeting, unless this provision be waived by a majority of the Board. Any notice of a meeting of the Board of Directors shall state the purpose of that meeting.

4.12 Resignation.

1. Voluntary resignations shall be submitted to the Secretary.
2. Any Director who ceases to be a member of the Vegetarian Union of North America shall be deemed to have resigned effective the date that membership ceased.
3. Any Director who has missed two (2) consecutive meetings of the Board may, at the discretion of the Board, be deemed to have resigned effective at the end of the second meeting so missed.

4.13 Election of Directors.

1. Calls for nominations shall be made by the Secretary at least three months prior to a membership meeting. Anyone nominated who wishes to run shall be placed on the ballot, provided they are vegetarians and members of the Vegetarian Union of North America, Inc.
2. A Nominating Committee of not less than two members, shall be appointed by the Board at least two months prior to a membership meeting. It shall be the duty of this Committee to find eligible members willing to run for the Board.
3. The Secretary shall mail a list containing the names of candidates submitted by the Nominating Committee to all voting member organizations one month prior to a membership meeting. The list shall be accompanied by position statements submitted by the candidates, of a length and format prescribed by the Nominating Committee. The election shall be held at the membership meeting. Member groups may at their option submit their ballot by mail, to arrive at least one week before the election.
4. In the case of a contested election, the Board shall appoint an election committee consisting of not less than two members, not standing for election themselves. The Election Committee shall count the ballots and shall declare Board members those candidates receiving the most valid votes. The new Board members shall assume office upon election.
5. To fill an interim vacancy on the Board until the next regular election, requires a 2/3 vote of all members of the Board. The Board may choose at its discretion not to fill interim vacancies.
6. If no membership meeting can be held, the election shall be conducted by mail ballot.
7. The term of office of directors shall be until the election membership meeting two years later.

4.14 Removal of Directors. The Board of Directors may remove any director from membership on the Board of Directors for activity flagrantly contrary to vegetarianism, the best interests of the Corporation or the purposes of the Corporation. A 3/4 majority of all directors shall be required to remove any director from membership on the Board of Directors.

Article V
Membership

5.1 The Vegetarian Union of North America, Inc., is affiliated with the International Vegetarian Union. Any person or group who is a member of the Vegetarian Union of North America, Inc., is also a member of the International Vegetarian Union; and any person or group who/which is a member of the International Vegetarian Union, and whose residence (for individuals) or primary activities (for groups) is in North America, is also a member of the Vegetarian Union of North America.

5.2 Classes of members. The Corporation shall have two (2) classes of members. The designation of such classes and the qualifications and rights of the members of such classes shall be as follows:

1. Individual members must be vegetarians; individual members shall have no voting rights.
2. Voting membership in the Vegetarian Union of North America is open to any group whose primary purpose is promotion of vegetarianism, and whose executive authority is vested exclusively in vegetarians.

5.3 Associates. Sympathetic individuals and groups, whether vegetarian or not, may become Associates, who shall have no voting rights.

5.4 Removal from Membership. The Board of Directors may remove an individual member or organization from membership for activity flagrantly contrary to vegetarianism, the best interests of the Corporation or the purposes of the Corporation. A 3/4 majority of all directors shall be required to remove any individual or group from membership. Notwithstanding the provisions of section 5.1, any person or group removed from membership in the Corporation might remain a member of the International Vegetarian Union, depending on the actions and preferences of the International Vegetarian Union.

Article VI
Membership Meetings

6.1 Schedule. Membership meetings shall be held at least once every two years.

6.2 Delegates.

1. Each organizational member in good standing may send delegates to the membership meetings pursuant to the following formula: organizational members having at least twelve (12), but not exceeding one hundred fifty (150) members, may have one delegate. For each additional five hundred (500) members, or fraction thereof, organizational members may send one additional delegate, up to a maximum of five (5) delegates.
2. Each organizational member shall be permitted to cast a number of votes equal to the number of delegates said organizational member is entitled to send to the membership meeting.
3. Each organizational member shall be permitted to cast its vote(s) as long as at least one of its delegates is present at the membership meeting, except as specified in section 4.13 (c).
4. No person or delegate may represent more than one group.
5. All delegates to the membership meeting must be vegetarians.

Article VII
General Provisions

7.1 Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January and end on the thirty-first day of December in each year.

7.2 Amendments.

1. Proposed Bylaw amendments must be submitted by petition signed by the authorized representative of two organizational members of the Vegetarian Union of North America, Inc., or by a majority of the Board of Directors. The Board of Directors shall schedule a vote on proposed amendments within three (3) months of receipt of said petition or action by the Board of Directors.
2. Only voting members may vote on proposed amendments to the Bylaws. The Bylaws shall be so amended only upon the affirmative vote of a majority of those responding.
3. Voting on Bylaw amendments shall be conducted by mail.

7.3 Construction and Definitions. The general provisions, rules of construction and definitions contained in Maryland Annotated Code, Corporations and Associations article, shall govern the construction of these Bylaws and the operation of the Corporation.

7.4 Rules. The rules contained in the then current edition of Robert's Rules of Order Revised shall govern the procedures at the meetings of the corporation in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order which the Corporation may adopt.

Article VIII
Advisors

8.1 Advisors. Directors may at their discretion appoint Advisors. Advisors are individuals who the Directors may consult for their expertise. Their name, title and organization may be included on the letterhead of the Corporation. Advisors do not have any powers with respect to the management of the Corporation. Advisors are referred to collectively as the Advisory Board.

8.2 Qualifications. Advisors are leaders in the vegetarian movement who are supportive of vegetarianism and the Corporation.

8.3 Appointment and Term. The Advisors of the Corporation shall be appointed by the Directors. Each Advisor shall serve until the Advisory Board is dissolved, until the Advisor shall resign or shall have been removed in the manner provided in these Bylaws, or until his or her death.

8.4 Dissolution. The Directors may decide at any time to dissolve the Advisory Board. Advisors shall be notified in writing of the dissolution of the Advisory Board.

8.5 Resignation. Voluntary resignations shall be submitted to one of the Directors.

8.6 Removal. Any Advisor may be removed by the Directors whenever in their judgement the best interests of the Corporation would be served thereby. A Director shall notify the individual in writing of his or her removal from the Advisory Board.

8/95

Maintained by Judy Miner jwminer@accessvt.com
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