Article 1: Definitions

Section 1: Name 

1. The name of the organization shall be the Maryland Student Coalition. 

2. The “MSC” shall mean the Maryland Student Coalition, its successors, and assigns.

Section 2: Board  

1. The “Board” shall mean the Board of Directors of the MSC. The “Directors” shall also mean the Board of Directors of the MSC. Directors should be considered meaning members of the Board of Directors unless clarified otherwise. 

Article 2: Purposes, Objectives and Governing Instruments

Section 1: Charitable, Educational, and Scientific Purposes and Powers 

1. The purposes of the MSC, as set forth in the Articles of Incorporation, are exclusively charitable, educational, or religious, within the meaning of section 501(c)(4) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future Federal tax law (“Section 501(c)(4)”). In furtherance of such purposes, the MSC shall have the same powers as an individual to do all things necessary or convenient to carry out the purposes, as set forth in the Articles of Incorporation and these Bylaws. The specific purposes of the MSC are as follows: 

Subsection 1: Public Service Opportunities 

1. Testimonials: “On matters relating to education affairs, the MSC will provide every member of the coalition with opportunities to submit written testimony. The MSC is committed to providing diverse and unique perspectives representing the opinions of students all across Maryland.” 

2. Publications: “Voicing student opinion on public policy through Op-Ed writings and other press communications is an imperative source of student voice.”

Subsection 2: Community Partnerships

1. Organizations: “The MSC will seek out non-profit organizations and student-led advocacy groups to incubate ideas. The MSC will also welcome such groups to reach out to us with ideas they have or wish to be a part of when it comes to our own work.”

2. Officials: “Local leaders such as school board members and county/city council members can be insightful resources for hearing constructive feedback. The MSC will collaborate with these officials to improve our organization’s messaging and prepare positions on issues..”

Subsection 3: Participation

1. “Students who desire to be active stakeholders in the coalition will be provided opportunities to draft legislative proposals and briefs. These documents will then be provided to members of public bodies to advocate for formally drafted legislation”

Section 2: Governing Instruments 

1. The MSC shall be governed by its Articles of Incorporation and its Bylaws. The Board will use adequate parliamentary procedures in accordance with Roberts’ Rules of Order, Newly Revised, for any acts of the organization. Rules of the Board must be reviewed and may be amended and approved at the Annual Meeting of the Board. 

Section 3: Nondiscrimination Policy 

1. The MSC will not practice or permit any unlawful discrimination on the basis of race, color, creed, national origin, immigration status, religion, physical, mental, or educational disability, pregnancy, age, gender, gender expression, gender identity, genetic information, sexual orientation, marital status, veteran status or socioeconomic status, or any other basis prohibited by law. 

Section 4: Limitations on Activities 

1. No part of the activities of the MSC shall consist of endorsing any political campaign on behalf of or in opposition to any candidate for public office

2. The MSC shall not assume official affiliation with a single political party or organization, nor endorse a single political party, organization, or candidate for public office.

3. The MSC shall not operate a social club or carry on business with the general public in a manner similar to an organization operated for profit.  

4. Notwithstanding any other provision of these Bylaws, the MSC shall not carry on any activity not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(4) of the Internal Revenue Code of 1986, as amended, or the corresponding provisions of any future federal tax law.

Article 3: Meetings

Section 1: Annual Meeting  

1. An Annual Meeting of the Board will be held in the first week of June, for the purpose of holding a Board appointment process, receiving annual reports of the Board and Officers, for providing an annual report to the MSC Board of Advisors, and for the transaction of such other business as may be brought before the meeting. All Directors must be present at the Annual Meeting. 

Section 2: Regular Meetings  

1. The Board must hold a weekly meeting, with a weekly schedule selected at the Annual Meeting. The weekly meeting will be referred to as the Regular Meeting. The Board may hold more than one Regular Meeting a week. The Regular Meeting schedule may be amended at any time, with the majority approval of the Board. The Board is not required to hold its Regular Meeting the week of the Annual Meeting. 

Section 3: Special Meetings

1. Special meetings of the Board may also be called at any time by any Director.

Section 4: Notice of Meetings

1. No notice needs to be given for the Regular Meeting of the Board. 

2. Notice of a Special Meeting or Annual Meeting of the Board shall be given by service upon each Director in person, by mailing, or electronically mailing them at least four business days prior to the intended meeting date. Notice shall be given at the earliest possible time.  

3. Whenever all of the Directors shall have waived notice of any meeting either before or after such meeting, such meeting shall be valid for all purposes. 

Section 5: Quorum

1. At any meeting of the Board, a majority of the Directors then in office shall be necessary to constitute a quorum for the transaction of business.  However, should a quorum not be present, the Directors may continue with the meeting, however, no acts may be taken within that meeting. 

Section 6: Voting

1. At all meetings of the Board, each Director shall have one vote.  In the event that there is a tie in any vote, the motion fails. 

Section 7: Action Without a Meeting 

1. Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all members of the Board or any such committee consent in writing to the adoption of a resolution authorizing the action. The writing must be provided to the whole Board before the act takes effect. The resolution and the written consents thereto by the members of the Board or any such committee shall be filed with the minutes of the proceedings of the Board or such committee. 

Section 8: Participation by Telephone  

1. Any one or more members of the Board or any committee thereof may participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time.  Participation by such means shall constitute presence in person at a meeting.

Article 4: Membership

Section 1: Members

1. The MSC shall be composed of Directors, Associate Members, Senior Associate Members, and Partnered or Affiliated Organizations.

Section 2: Associate Members

1. The “Associates” shall refer to the Associate Members of the MSC.

Subsection 1: Associate Member Responsibilities

1. Associates are a group of primarily secondary and post-secondary education student advocates. Associates assist in providing written testimony and advocating for MSC legislative initiatives where needed. Associates will not hold joint meetings unless directed to do so by the Board. Associates are appointed with majority approval of the Board.

Section 3: Senior Associate Members

1. The “Senior Associates” shall refer to the Senior Associate Members of the MSC. Senior Associates are appointed with majority approval of the Board. 

Subsection 1: Senior Associate Member Responsibilities

1. Senior Associates are the MSC’s core leadership team of secondary and post-secondary education student advocates. SAs will assist in drafting legislative initiatives, meeting with elected officials, and may assist with writing press releases and other public communications relating to tasks designated to them.

Section 4: Senior Associate Group

1. The “Senior Associate Group” shall refer to as the assembly of the MSC’s Senior Associates.

Subsection 1: Senior Associate Group Structure

1. The Senior Associate Group (SAG) will be led by one Associate Director. This Associate Director will oversee the operations of the SAG, and is responsible for delegating tasks to the Senior Associates.  

Section 5: Partnered or Affiliated Organizations

1. The MSC will seek out and maintain community partnerships with groups or organizations that fit the mission of the MSC. The Board, with two-thirds approval, may consent to or seek out official affiliation with groups and organizations.

Article 5: Directors

Section 1: Number  

1. The number of Directors constituting the entire Board shall be fixed by the Board, but such number shall not be less than three (3) or more than five (5).

Section 2: Board of Directors  

1. The Board shall consist of a Director, Deputy Director, and may have up to three, but no less than one, Associate Directors.

Section 3: Initial Interim Directors  

1. The initial Interim Directors of the MSC shall be those persons specified in the Adoption Certificate of this document.

2. The Board must hold the first Annual Meeting to elect officers, or approve of a “Motion to Grandfather Authority” within fourteen (14) days after adoption of these Bylaws.

Section 4: Appointment and Terms of Office

1. Directors shall be confirmed by a majority vote of the Board (fifty percent plus one person). 

2. Each Director shall have the right to nominate any persons (including themselves) to serve on the Board at the meeting in which an appointment will occur. If the nominee has not served on the Board before, the current Board shall interview the nominee.

Subsection 1: Motion to Grandfather Authority

1. If the Board, at the time of the Annual Meeting, does not have any vacancies the Board may vote on a “Motion to Grandfather Authority”, and reappoint the Board to their current positions. 

2. Any Director may submit the motion, prior to the Annual Meeting. 

3. A majority vote of the Board approves the motion.

Subsection 2: Director and Deputy Director: Term of Office

1. The Director and Deputy shall hold office until twenty-four (24) months following their appointment and until such Director’s successor has been appointed and qualified, or until their death, resignation or removal. An interim appointment will last until the next Annual Meeting.

Subsection 3: Associate Director: Term of Office

1. Each Associate Director shall hold office until twelve (12) months following their appointment. the second annual meeting of the Board, since they took office, and until such Director’s successor has been appointed and qualified, or until their death, resignation or removal. An interim appointment will last until the next Annual Meeting.

Section 5: Powers and Duties of the Board  

1. Subject to the provisions of law, of the Certificate of Incorporation and of these By-Laws, but in furtherance and not in limitation of any rights and powers thereby conferred, the Board shall have the control and management of the affairs and operations of the MSC and shall exercise all the powers that may be exercised by the MSC.

Subsection 1: Powers and Duties of the Director

1. The Director shall be the chief administrative officer of the MSC, making them responsible for any administrative affairs of the MSC including maintaining organizational files and records in a safe and orderly manner; shall direct the implementation of the policies adopted and authorized by the Board; shall serve as an ex-officio member of all committees of the MSC. 

2. The Director shall maintain the consistency of the publications and visual identity of the MSC.

3. The Director shall represent, in consultation and with the approval of the Board, the organization in public, to the media, and to all public or elected government officials. The Director may delegate this authority if they feel a different director would be better suited to represent the MSC, however, if that director does not agree, the Director is responsible for representing the MSC.

4. The Director shall chair the Board meetings and further report on their activities at each Board meeting. The Director shall chair any public meetings, but may delegate this authority to other Directors, and shall perform such other duties as assigned by the Board.

5. The Director shall serve as the chief legislative affairs officer of the board, and will be required to monitor and report on the actions of the Maryland General Assembly and Government of the State of Maryland, and submit to the Board drafted stances on legislation for the MSC to advocate for. If the Board approves (with majority approval), the Director may appoint a Legislative Director to take these responsibilities.

Subsection 2: Powers and Duties of the Deputy Director

1. The Deputy Director shall assist the Director in the performance of the Director’s duties. In the event that the Director, due to absence, death, resignation, removal, or other reason, cannot fulfill the duties of the office of Director, the Deputy Director shall act as the interim Director until such time as a permanent replacement has been selected in accordance with these By-Laws.

2. The Deputy Director shall prepare a documented agenda prior to every meeting of the Board. 

3. The Board will vote to approve the agenda at the beginning of the meeting, where time will be made to offer amendments to said agenda. 

4. The Deputy Director shall record and distribute minutes, notes, and agendas of all Board and general meetings; shall be responsible for coordinating internal correspondence, between the Board and the members. 

5. The Deputy Director shall oversee all external correspondence. 

6. The Signator of all official correspondence shall be the Director that drafted the correspondence or the Board as a whole, signing as the “Leadership Team,” except in extraordinary circumstances determined by a majority vote of the Board.

7. All formal external communication shall be approved by a majority vote of the Board.

8. If a Board has two (2) Associate Directors, the Deputy Director will take the responsibilities of overseeing the relationship between organizations partnered with the MSC.   

Subsection 3: Powers and Duties of the Associate Director(s)

1. The Associate Director(s) have three primary responsibilities: 

(i) Overseeing the Senior Associate Group of the MSC.

(ii) Overseeing the finances of the MSC.

(iii) Seeking out, coordinating, and maintaining the relationship between organizations partnered with the MSC. 

Subsubsection A: Associate Director for the Senior Associate Group

1. The Senior Associate Group (SAG) will be led by an Associate Director who is selected by the Board.  This Associate Director is responsible for ensuring the SAG fulfills its responsibilities, by delegating tasks for the members to complete. This Associate Director will preside over all meetings of the SAG, including if other directors are present. 

Subsubsection B: Associate Director for Finances

1. This Associate Director shall be responsible for all financial records, receipts, and disbursements of funds of the MSC in accordance with all federal, state, and local laws and regulations; shall report all financial activity at each Board meeting; shall keep all organizational financial records in balance; and shall perform such other duties as assigned by the Director or the Board. In the event that the Director and the Deputy Director, due to absence, death, resignation, removal, or other reason, cannot fulfill the duties of their offices, this Director shall act as interim Director until such time as a permanent replacement has been selected in accordance with these By-Laws.

Subsubsection C: Associate Director for Partnerships

1. This Associate Director will be responsible for overseeing and facilitating all correspondence between the MSC and outside organizations. This Associate Director will be responsible for presiding over meetings with outside organizations, unless decided otherwise by the Board, or if it violates the MSC’s Conflict-of-Interest Policy.   

Subsection 4: A Board with a Singular Associate Director

1. As established by Section 4.03 of these By-Laws, the Board “may have up to three, but no less than one, Associate Directors”. Should a Board have only one Associate Director, all responsibilities will be vested with them.

Section 6: Resignation  

1. Any Director or member may submit notice of their resignation from the MSC at any time by delivering a letter in writing to the Board. The individual has forty-eight (48) hours to withdraw their notice before it takes effect. The letter must have a date of effectiveness within the letter, otherwise, it will be considered immediate. 

Section 7: Vacancies on the Board  

1. Any vacancy occurring on the Board arising at any time and from any cause will be filled by the vote of a majority of the Directors then in office at a Special Meeting of the Board.  A Director appointed to fill a vacancy shall hold office for the unexpired term of their predecessor. The Special Meeting must be held within one week following the vacancy. A replacement must be selected in this meeting. 

Section 8: Committee  

1. The Board, by resolution adopted by a majority of the entire Board, may designate from among the Directors an executive committee and other standing committees, each consisting of three or more Directors, to serve at the pleasure of the Board, and each of which, to the extent provided in such resolution, shall have the authority of the Board.  The Board may designate one or more Directors as alternate members of any such committee, who may replace any absent member or members at any meeting of such committee.

Article 6: Officers

Section 1: Officers

1. In accordance with state laws, the Board will consist of three (3) Officers. The Officers of the MSC shall be a President, a Secretary, and a Treasurer.  

Section 2:  Powers and Duties of the President

1. The Director shall serve as President of the Board.

2. The President shall be the Chief Executive Officer of the MSC.  The President shall from time to time make such reports of the affairs and operations of the MSC as the Board may direct and shall preside at all meetings of the Board.  The President shall have such other powers and shall perform such other duties as may from time to time be assigned to the President by the Board.

Section 3: Powers and Duties of the Secretary

1. The Deputy Director shall serve as Secretary of the Board.

2. The Secretary shall record and keep the minutes of all meetings of the Board. The Secretary shall be the custodian of and shall make or cause to be made the proper entries in, the minute book of the MSC and such books and records as the Board may direct.  

3. The Secretary shall be the custodian of the seal of the MSC and shall affix such seal to such contracts, instruments, and other documents as the Board or any committee thereof may direct.  

4. The Secretary shall have such other powers and shall perform such other duties as may from time to time be assigned to the Secretary by the Board.

Section 4: Powers and Duties of the Treasurer

1. The Associate Director for Finances shall serve as Treasurer of the Board.

2. The Treasurer shall be the custodian of all funds and securities of the MSC.  Whenever so directed by the Board, the Treasurer shall render a statement of the cash and other accounts of the MSC, and the Treasurer shall cause to be entered regularly in the books and records of the MSC to be kept for such purpose full and accurate accounts of the MSC’s receipts and disbursements.  The Treasurer shall at all reasonable times exhibit the books and accounts to any Director upon application at the principal office of the MSC during business hours. The Treasurer shall have such other powers and shall perform such other duties as may from time to time be assigned to the Treasurer by the Board.

Section 5: Delegation

1. In case of the absence of any Officer of the MSC, or for any other reason that the Board may deem sufficient, the Board may at any time and from time to time delegate all or any part of the powers or duties of any Officer to any other Officer or to any Director or Directors.

Article 7: Board of Advisors 

Section 1: Board of Advisors

1. Any former member of the Board or Senior Associate Group may request membership to the MSC Board of Advisors (BOA). They will be considered a member of the BOA with majority approval from the Board. 

2. The BOA will be responsible for assisting in providing written testimony and advocating for MSC legislative initiatives where needed. The BOA may be called upon to provide an advisory opinion on a matter before the Board. The BOA may submit written advice to the Board.

3. The BOA may not officially vote on any matter, take a stance on any policy positions or represent the MSC to any member of the public, press, or government official. 

4. The BOA may be included in internal communications of the MSC, with decisional discretion left to the Board. 

5. The BOA may attend the Annual Meeting of the Board and must be notified of the meeting one month prior to the scheduled date. 

Section 2: Director Emeritus

1. Members of the BOA who formerly served as a member of the Board of Directors will be recognized as a “Director Emeritus of the Maryland Student Coalition”, to honor their leadership and support for the MSC. 

Section 3: Advisors 

1. Members of the BOA who formerly served as a Senior Associate of the MSC will be recognized as an “Advisor to the Maryland Student Coalition”, to honor their leadership and support for the MSC. 

Section 4: Meetings 

1. The BOA may meet at their discretion for the purpose of discussing how to advise the Board on a matter or to select their representatives on an Appeals Board. No member of the BOA is required to attend any meetings. 

Section 5: Removal

1. Any member of the BOA may be removed for cause by a two-thirds vote, of the Board provided there is a quorum. 

Subsection 1: Process for Removal of a Member of the Board of Advisors

1. Any Director may submit a “Motion for Removal” of any member of the BOA. The individual in question will be immediately notified that such a motion had been made, and may submit a statement and any additional resources to aid in the consideration of the motion. The Board will host a separate Special Meeting on the motion, and consider all information provided. Only one Special Meeting will be called on the matter, and the Board must use every good-faith attempt to have the individual in question present. A vote must be made on the motion. 

Section 6: Appeals

1. Any member removed from the BOA maintains the right to appeal the decision for removal. 

Subsection 1: Appeals Process

1. Any member removed from the BOA may submit a “Motion for Reconsideration”, along with a statement and any additional resources to aid in the consideration of the motion. 

2. When the motion is submitted, The Board will host a separate Special Meeting on the motion, and consider all information provided. Only one Special Meeting will be called on the matter, and the Board must use every good-faith attempt to have the individual in question present. A vote must be made on the motion. 

3. The Appeals Board will be composed of all incumbent members of the Board of Directors and up to three (3) members from the Board of Advisors, selected by the Board of Advisors. 

4. A majority vote of the Appeals Board will reinstate the member to their previous status. 

Section 7: Resignation  

1. Any member of the BOA may submit notice of their resignation from the BOA at any time by delivering a letter in writing to the Board. The individual has forty-eight (48) hours to withdraw their notice before it takes effect. The letter must have a date of effectiveness within the letter, otherwise, it will be considered immediate.

Article 8: Removal and Appeals Process

Section 1: Removal of a Member or Director  

1. Any member may be removed for cause by a two-thirds vote, of the Board provided there is a quorum. 

2. Any Director may be removed for cause by a unanimous vote, not including that of the Director in question, of the Board provided there is a quorum. 

Subsection 1: Process for Removal of a Member or Director

1. Any Director may submit a “Motion for Removal” of any member or Director. The individual in question will be immediately notified that such a motion had been made, and may submit a statement and any additional resources to aid in the consideration of the motion. The Board will host a separate Special Meeting on the motion, and consider all information provided. Only one Special Meeting will be called on the matter, and the Board must use every good-faith attempt to have the individual in question present. A vote must be made on the motion. 

Section 2: Removal of Organization Affiliation

1. The MSC reserves the right to withdraw affiliation with any group or organization, with two-thirds approval of the Board. 

Subsection 1: Process for Removal of Organization Affiliation

1. Any Director may submit a “Motion for Removal of Organization Affiliation”. The Board will host a separate Special Meeting on the motion. Only one Special Meeting will be called on the matter. A vote must be made on the motion. 

2. If the motion passes, immediate notification will be provided to the organization in question.

Section 3: Appeals

1. Any Director or member removed from the organization maintains the right to appeal the decision for removal. 

Subsection 1: Appeals Process

1. Any Director or member removed from the organization may submit a “Motion for Reconsideration”, along with a statement and any additional resources to aid in the consideration of the motion. When the motion is submitted, The Board will host a separate Special Meeting on the motion, and consider all information provided. Only one Special Meeting will be called on the matter, and the Board must use every good-faith attempt to have the individual in question present. A vote must be made on the motion. 

2. The Appeals Board will be composed of all incumbent members of the Board of Directors and up to three (3) members from the Board of Advisors, selected by the Board of Advisors. If there are no members of the Board of Advisors, the Appeals Board may function nonetheless. 

3. A majority vote of the Appeals Board will reinstate the member to their previous status. 

Article 9: Bank Accounts, Checks, Contracts and Investments

Section 1: Bank Accounts, Checks, and Notes  

1. The Board is authorized to select the banks or depositories it deems proper for the funds of the MSC.  The Board shall determine who shall be authorized from time to time on the MSC’s behalf to sign checks, drafts, or other orders for the payment of money, acceptances, notes, or other evidence of indebtedness.

Section 2: Contracts  

1. The Board may authorize any Officer or Officers, agent or agents, in addition to those specified in these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the MSC, and such authority may be general or confined to specific instances.  

2. Unless so authorized by the Board, no Officer, agent, or member shall have any power or authority to bind the MSC by any contract or engagement or to pledge its credit or render it liable for any purpose or to any amount.

Section 3: Investments  

1. The funds of the MSC may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal or otherwise, or stocks, bonds, or other securities, as the Board may deem desirable.

Section 4: Checks

1. Any checks issued by the MSC shall bear the signature of either the President or the Treasurer.

Article 10: Indemnification

Section 1: Indemnity Under Law  

1. The MSC shall indemnify and advance the expenses of each person to the full extent permitted by law.

Section 2: Limitation

1. No amendment, modification, or rescission of this Article shall be effective to limit any person’s right to indemnification with respect to any alleged cause of action that accrues or other incident or matter that occurs prior to the date on which such modification, amendment, or rescission is adopted.

Article 11: Dissolution

Section 1: Dissolution

1. The MSC may be dissolved only upon adoption of a plan of dissolution and distribution of assets by the Board that is consistent with the Certificate of Incorporation and with State law.

Article 12: Amendments

Section 1: Amendments

1. The Board will annually review these By-Laws at the Annual Meeting. 

2. These By-Laws may be altered, amended, added to, or repealed at any meeting of the Board called for that purpose by the vote of two-thirds of the Directors then in office. 

Article 13: Construction

Article 13: Construction

1. In the case of any conflict between the Certificate of Incorporation of the MSC and these By-Laws, the Certificate of Incorporation of the MSC shall control.