BRIDGE Maryland sees the state challenged by a history of inequity but engaged in community organizing for a more just tomorrow
BRIDGE Maryland uses intentional relationship building, organizing and intensive leadership development to strengthen congregations and faith leaders to demonstrate and advance justice in the world
Bylaws of BRIDGE Maryland, Inc. (“Bridge Maryland”)
3.1 Eligibility. Membership is open to religious institutions/congregations, individual persons of faith, and non-profit, tax-exempt organizations, defined as follows:
3.1.1 A Religious Institution/Congregation (hereafter referred to as “Congregation”) is a group of people of shared faith who gather regularly for purposes of worship and who work within an established faith community. Each Congregation shall participate in General Assembly meetings and have voting privileges within the Delegate Assembly meetings.
3.1.2 An Individual Person of Faith (hereafter referred to as “Individual”) is a person belonging to any faith tradition and either associated with or authorized to provide leadership of a congregation or other public ministry or committed to the mission of BRIDGE Maryland. Individuals shall participate in General Assembly meetings and have voting privileges within the Delegate Assembly meetings through participation in Caucuses, the structural units of the organization for individual members.
3.1.3 An Organization is a nonprofit organization which shares the vision, mission, and purpose of BRIDGE Maryland as set forth in the Charter, these Bylaws, and statements of mission or purposes, which conforms to the values of BRIDGE Maryland and which is committed to working actively toward the realization of BRIDGE Maryland’s vision, mission, and purpose. Organizations must have a board of directors or membership with a governance structure that requires a method of voting upon applications for membership in broader coalitions like BRIDGE Maryland. Each Organization shall participate in General Assembly meetings and have voting privileges within the Delegate Assembly meetings.
3.2 Limitation. Congregations shall comprise not less than 75% of BRIDGE Maryland’s total membership at all times.
3.3. Dues. Members shall pay a one-time initiation fee and annual membership dues in accordance with a dues structure approved by the Board.
3.4 Selection. The Board shall approve an appropriate application form for membership.
3.4.1 In the case of Congregations, the application must include a statement that the Congregation subscribes to BRIDGE Maryland’s vision, mission, and purpose, and include the names, addresses, and telephone numbers for the three (3) persons who will initially represent the Congregation in the BRIDGE Maryland Delegate Assembly.
3.4.2 In the case of Individuals, the application must include a statement that the person subscribes to BRIDGE Maryland’s vision, mission, and purpose, and include the person’s name, address, and telephone number; and identification of the Caucus by which the applicant will function as a member of BRIDGE Maryland; each Caucus has 3 person(s) who represent the Caucus in the BRIDGE Maryland Delegate Assembly.
3.4.3 In the case of Organizations, the application must include a statement adopted by the organization’s board of directors that the Organization’s work is coherent with BRIDGE Maryland’s vision, mission, and purpose, and will include the names, addresses, and telephone numbers for the three (3) persons who will initially represent the Organization in the BRIDGE Maryland Delegate Assembly.
3.5 Responsibilities. Members shall maintain good standing by participating in the BRIDGE Maryland Delegate and General Assemblies and paying all dues.
3.6 Suspension and Termination of Membership. Membership can be suspended or terminated by a vote of two-thirds (2/3) of the BRIDGE Maryland Board if the Member is found to be out of conformity with these Bylaws, or for other cause, provided, in each case, that the Member has been informed in writing of the reasons therefor, at least fifteen (15) days prior to the expulsion or suspension, and had opportunity to answer, either orally or in writing, to the Executive Committee or a Special Committee not less than five (5) days before the effective date of the expulsion or suspension.
4.1 Responsibilities. The Co-Chairs act as the Co-Presidents of BRIDGE Maryland and, subject to the control of the Board, have general supervision, direction and control of the affairs of BRIDGE Maryland. They are members of the Board of Directors and call, set the agenda, and preside at all meetings of the Board and appoint members of standing, ad hoc, and advisory committees. They affix the signature of BRIDGE Maryland to all deeds, conveyances, mortgages, leases, obligations, bonds, certificates, and other papers and instruments in writing which have been authorized by the Board or which, in the judgment of the Co-Chairs, should be executed on behalf of BRIDGE Maryland and, subject to the direction of the Board, to have general charge of the property of BRIDGE Maryland and to supervise and control all its officers, agents, and employees. The Co-Chairs serve as BRIDGE Maryland’s public spokespersons. In the event there is disagreement between the Co-Chairs, the Board will decide the issue by majority vote.
4.2 Election and Appointment. The Board of Directors will identify persons willing and able to serve as Co-Chairs and shall place a slate before the Delegate Assembly in Annual Meeting as term expirations necessitate. The Annual Meeting may hear nominations from the floor. Those nominated shall be approved by secret ballot of delegates in good standing.
4.3 Terms and Vacancies. Each elected Co-Chair shall hold office for a term of three (3) years except as provided in Section 4.9. Any vacancy may be filled for the remainder of the term by two-thirds (2/3) vote of the Board. Co-Chairs may serve no more than two consecutive terms.
4.4 Training. All Co-Chairs must have attended a week-long training in congregation-based community organizing prior to election or appointment.
4.5 Voting. Each Co-Chair shall have one vote at Board meetings. There is no voting by proxy.
4.6 Removal. A Co-Chair may be removed for three (3) unexcused consecutive absences of the meeting of the Board, or for other reason by two-thirds (2/3) vote of the Board.
4.7 Resignation. A Co-Chair may resign by submitting a written letter of resignation to the alternate Co-Chair and the Secretary of the Board.
4.8 Compensation. There is no compensation for Co-Chairs. With the approval of the Board, expenses incurred in the discharge of their duties may be reimbursed.
4.9 Commencement Procedures. In order to ensure stability of governance and continuity in mission, it is desirable for the terms of office for elected Co-Chairs to overlap chronologically. Therefore, in the first general election of the Co-Chairs and only in this election, one position shall be to serve a term of four (4) years and the remaining position serve the designated three (3) year term. This can be decided by the elected Co-Chairs themselves or failing that by drawing lots.
5.1 Management of BRIDGE Maryland’s Business by the Board. Subject to the provisions of any applicable law or any limitations in the Charter and in accordance with these bylaws and the vision and mission of BRIDGE Maryland, the activities and affairs of BRIDGE Maryland shall be conducted, and all corporate powers shall be exercised by or under the direction of its board of directors (the “Board”). The Board may delegate the management of BRIDGE Maryland’s activities to any person or persons, or committee, however composed, provided that the activities and affairs of BRIDGE Maryland shall be managed, and all corporate powers shall be exercised under the ultimate direction of the Board. The responsibilities of the Board include but are not limited to hiring and/or firing and ongoing supervision of the Lead Organizer; developing and overseeing Personnel Policies; setting the agenda for meetings of the General and Delegate Assemblies; identifying candidates for office; approving and overseeing the annual budget and all contracts; approving applications for membership; instituting periodic review of these Bylaws every four (4) years to ensure they accurately reflect and convey the mission and function of BRIDGE Maryland and its Board; conducting a self-assessment of Board effectiveness at least every two (2) years to ensure Board development and productivity for the benefit of BRIDGE Maryland; and issuing an annual report to the Delegate Assembly.
5.2 Composition and Number. The Board shall be composed of at least three (3) Directors. No more than two Directors may represent the same Congregation, Organization, or Caucus. Each membership category specified in Section 3.1 shall have elected representation on the Board, the number of which shall be decided in a manner proportional to the size of the membership category and in a way determined by the Board and reflect the denominations, genders, economic and racial/ethnic diversity of the general membership. A majority of the Directors shall be comprised of low income. Low income is defined as an income of 80% or less than the area median income.
5.3 Election and Appointment. The Board will identify persons willing and able to serve as Directors and shall place a slate conforming to Section 5.2 before the Delegate Assembly at the Annual Meeting each year. The Annual Meeting may hear nominations from the floor. Those nominated shall be approved by a simple majority in a secret ballot by delegates in good standing.
5.4 Terms and Vacancies. Each elected Director shall hold office for a term of two (2) years except as provided for in Section 5.10. Any vacancy may be filled for the remainder of a term by a two-thirds (2/3) vote of the Board. With the exception of retiring officers, Board members may serve no more than two (2) consecutive terms. A retiring officer may stand for election as a regular Director for an additional ONE-year term.
5.5 Training. All Directors shall attend a week-long training in congregation-based community organizing prior to or within eleven (11) months of election or appointment.
5.6 Voting. Each Director shall have one vote. There is no voting by proxy.
5.7 Removal. A Director may be removed for three (3) unexcused consecutive absences of the meeting of the Board, or for other reason by two-thirds vote of the Board.
5.8 Resignation. A Director may resign by submitting a written letter of resignation to the Co-Chair(s) or Secretary of the Board.
5.9 Compensation. There is no compensation for Directors or Officers of the Board. With the approval of the Board, expenses incurred in the discharge of their duties may be reimbursed.
5.10 Commencement Procedures. In order to ensure stability of governance and continuity in mission, it is desirable for the terms of office for elected Board members to overlap chronologically. Therefore, in the first general election of the Board and only in this election, one-half of the positions shall be to serve a term of three (3) years and the remaining positions serve the designated two (2) year term. This can be decided by consensus among the elected Board members or failing that by drawing lots.
5.11 Creation of Standing, Ad Hoc, and Advisory Committees. The Board may, by resolution adopted by a majority of the Directors then in office, provided that a quorum is present, create one or more committees, whose members may, but in certain cases described below need not be, directors, to serve at the pleasure of the Board. The Board may appoint one or more directors or other persons as alternate members of any committee, who may replace any absent committee member at any meeting of the committee.
5.12 Advisors to the Board. The Board may, from time to time, appoint one or more individuals having the title of Advisor to the Board, who shall provide the Board with such advice and consultation as shall be specified by the Board and agreed upon with such individual or individuals. Such Advisors shall not be Directors of BRIDGE Maryland but shall have such responsibility as may be specifically granted to them by the Board. Such Advisors do not have votes, nor are they bound by term limits.
6.1 Positions. The Board shall have Co-Chairs functioning as co-presidents as provided for in Section 4.0; a Secretary and Treasurer, and such additional officers as created from time to time by a majority vote of the Directors.
6.2 Election. Officers, other than the Co-Chairs, shall be elected by the Board of Directors at the first meeting of the Board following the election of the new Board by the Delegate Assembly. Officers are elected for a two (2) year term and may serve no more than two (2) consecutive terms. No officer shall hold more than one position at the same time.
6.3 Vacancies. Any vacancy in any office for any reason shall be filled by the Board at a meeting where a quorum is present. Any Officer so elected shall fulfill the term of the predecessor.
6.4 Removal. An Officer may be removed for cause by the Board by an affirmative vote of a majority of the Board.
6.5 Resignation. An officer may resign only by submitting a written resignation to the Co-Chair(s) or Secretary.
6.6. Authority and Duties. The Officers shall have the authority and responsibility delegated by the Board and as stated in these Bylaws.
6.6.1 Co-Chairs. The authority and responsibilities of the Co-Chairs are specified in Section 4.1.
6.6.2 Secretary. The Secretary shall keep accurate records and minutes of all meetings of the Board and other meetings; shall make available copies of the minutes of previous meetings and distribute them in advance of each meeting; shall cause to be delivered all notices of meetings to those persons entitled to notice of and/or entitled to vote at such meetings; and shall maintain at BRIDGE Maryland’s principal office its book of minutes, archives of all approved policies, agreements, and contracts; a current listing of the names, addresses, telephone numbers of its Directors and a current list of Annual Assembly participants containing the name and address of each participant, and any other information which the Board may direct to be kept in such list. The Secretary shall give, serve or publish notices of all Board meetings and other notices that may be necessary or proper, and without command or direction from the Board or its officers, generally perform all such duties as pertain to the office of Secretary and those duties that may be required by the Board.
6.6.2 Treasurer. The Treasurer shall be responsible for all of BRIDGE Maryland’s funds, supervising and controlling the record-keeping of adequate and correct accounts of BRIDGE Maryland’s properties and transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, losses and capital. The Treasurer shall receive and deposit all such funds into the proper accounts; shall keep commonly accepted standards and procedures of bookkeeping; shall prepare a financial accounting for each Board meeting; prepare a full financial report at the Annual Meeting; and in concert with staff ensure that all end of year accounting and all federal and state tax reports are prepared and filed correctly.
6.6.3 Other Officers. Other officers may be added by action of the Board and shall perform such duties as may be specified by the Membership, the Board, or officer given authority over them.
7.0 GENERAL ASSEMBLY
7.1 Membership. The General Assembly will consist of all members in the membership categories designated in Section 3.1.
7.2. Purposes. The General Assembly is the venue through which the full membership of BRIDGE Maryland is informed, trained, motivated, and organized to fulfill the mission of the organization.
8.0 DELEGATE ASSEMBLY
8.1 Membership. The Delegate Assembly will consist of those delegates from membership categories in good standing, identified in Sections 3.4.1 through 3.4.3 or their successors or substitutes. Each caucus and member organization will be alerted to choose delegates at least 39 days prior to any meeting of the Delegate Assembly.
8.2. Responsibilities. The Delegate Assembly elects the Co-Chairs and Board of Directors at the Annual Meeting. All major policy decisions affecting organizational vision and mission, and all major events of BRIDGE Maryland, including major issue campaigns, public meetings and major fundraising events, shall be presented to the Delegate Assembly.
8.3 Voting. Each duly constituted delegate or their successor or substitute, physically present at the Delegate Assembly, will have one vote in the Delegate Assembly. There is no voting by proxy and no person may represent more than one Congregation, Organization, or Caucus. Motions shall carry by simple majority if a quorum is present.
8.4 Good Standing. The Board of Directors will determine the good standing of each Congregation, Organization, and Caucus in advance of the Delegate assembly and shall publish such a list of Congregations, Organizations, and Caucuses in good standing.
9.1 Annual Meeting. The Annual Meeting of all the members shall be held at the end of the BRIDGE Maryland fiscal year, unless otherwise directed by the Board. Directors elected in accordance with Section 5 will be installed at the Annual Meeting.
9.2. Board of Directors. The Board shall meet not less than once in each calendar quarter at an established time, day, and place selected by the Board. At the discretion of the Co-Chairs, Board meetings may take place telephonically and/or electronically.
9.3 General Assembly. The Board shall convene a General Assembly Meeting quarterly.
9.4 Delegate Assembly. The Board shall convene a Delegate Assembly within the General Assembly Meeting as appropriate. Delegate Assemblies may also be convened on a jurisdictional, regional, or statewide basis as appropriate to the overall mission and long-term agenda of BRIDGE Maryland.
9.5 Special Meetings. Special meetings of the General Membership shall be held at any time and at any place within the jurisdiction of BRIDGE Maryland by action of the Co-Chairs or by three (3) or more Directors. Business transacted at special meetings shall be confined to the purposes of the meeting stated in the notice of the meeting.
9.6 Notice of Meetings. Notices of meetings, including the Annual Meeting, shall be in writing or by electronic transmission, and shall be delivered at least 10 days but no more than 90 days before the day of the meeting. Notices of Special Meetings shall state that the meeting is a Special Meeting and may be given orally, in writing, or electronically, not less than 24 hours prior to the time of the meeting. All Congregations, Organizations, and Caucuses entitled to vote at the meeting must receive notice thereof in accordance with this section. Notices of Board Meetings shall be in writing, by telephone, or by electronic transmission, and shall be delivered at least 7 days but no more than 90 days before the day of the meeting.
9.7 Quorum. At the Annual Meeting or at any meeting of the Board or Delegate Assembly, a quorum shall consist of a majority of those entitled to vote at the meeting. A majority shall consist of fifty percent (50%) plus one vote of those present and entitled to vote, except as otherwise provided by law or in these Bylaws.
9.8 Conduct of Business. Questions of order at all meetings shall be decided in accordance with Robert’s Rules of Order (Newly Revised).
10.0 COMMITTEES. Standing Committees shall be chaired by a Director and may include non-Board members who are leaders or active participants of a member Congregation, Organization, or Caucus. The Board shall name the members of each Committee. The Board may establish and dissolve any additional committees it deems necessary.
10.1 Executive Committee. The Executive Committee is a Standing Committee which shall conduct necessary Board business between meetings of the Board of Directors. The Executive Committee shall be composed of the Officers of the Board and the Chair(s) of each Standing Committee. The Chairs of any Task Force or Campaign established by the Board may be added as ad hoc advisory members. The Executive Committee shall have the authority to take any action the Board could take except with respect to an action which requires the approval of the Delegate Assembly; the filling of vacancies on the Board or on any Board committee; the amendment or repeal of these Bylaws or the adoption of new Bylaws; the amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable; the appointment of Board committees or the members thereof; or the approval of any self-dealing transaction.
10.2 Finance Committee. The Finance Committee is a Standing Committee. It shall work with the Lead Organizer/Executive Director to project the annual budget, devise a plan for assuring the raising of finances needed to maintain the viability of BRIDGE Maryland, and shall oversee financial reports and arrange for audits.
11.1 Lead Organizer. The Lead Organizer shall serve as the Executive Director of BRIDGE Maryland and shall act at all times in accordance with the vision, mission, and purposes of BRIDGE Maryland, as set forth in BRIDGE Maryland’s Charter, these Bylaws, and such statements of mission and purposes established by the Board. The Lead Organizer shall have attended a week-long training in congregation-based community organizing prior to appointment. The Lead Organizer shall submit reports, plans and other activities as required by the Board. The Lead Organizer shall assist the Board in fundraising.
11.2 Additional Staff. Subject to the approval of the Board, employees and contractors may be hired by the Lead Organizer as needed to fulfill the vision, mission and purposes of BRIDGE Maryland. The Lead Organizer will assure appropriate supervision of each employee or contractor and will implement the Personnel Policies established by the Board.
12.0 INDEMNIFICATION. To the maximum extent permitted by Maryland law in effect from time to time BRIDGE Maryland shall indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, shall pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any individual who is a present or former director or officer of BRIDGE Maryland and who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacity or (b) any individual who, while a director or officer of BRIDGE Maryland and at the request of BRIDGE Maryland, serves or has served as a director, officer, trustee, member, manager, or partner of another corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacity. The rights to indemnification and advance of expenses provided by the Charter and these Bylaws shall vest immediately upon election of a director or officer. BRIDGE Maryland may, with the approval of its Board, provide such indemnification and advance for expenses to an individual who served a predecessor of BRIDGE Maryland in any of the capacities described in (a) or (b) above and to any employee or agent of BRIDGE Maryland or a predecessor of BRIDGE Maryland. The indemnification and payment or reimbursement of expenses provided in these Bylaws shall not be deemed exclusive of or limit in any way other rights to which any person seeking indemnification or payment or reimbursement of expenses may be or may become entitled under any bylaw, resolution, insurance, agreement, or otherwise.
Neither the amendment nor repeal of this Section, nor the adoption or amendment of any other provision of the Charter or these Bylaws inconsistent with this section, shall apply to or affect in any respect the applicability of the preceding paragraph with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.
13.0 FISCAL YEAR. The fiscal year of BRIDGE Maryland shall be established by the Board.
14.0 ACTION WITHOUT MEETING. Any action which may be properly taken by the Board or a Standing Committee of the Board, assembled in meeting may also be taken without a meeting, if a written consent stating the action so taken is signed by all Directors or Committee members entitled to vote with respect to the action. Such consent shall have the same force and effect as a vote of the Directors or Committee Members assembled and shall be filed with the minutes.
15.0 AMENDMENTS. These Bylaws may be amended by a two-thirds (2/3) majority vote of the Board of Directors. Members may propose amendments to these By-Laws. Written notice of proposed amendment must be delivered to all members for comment not less than thirty (30) days in advance of the vote by the Board of Directors.