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- 443-239-9400
- info@talismantherapeuticriding.org
- Monday — Sunday : 8:30am — 6pm
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Amended and Adopted on December 8, 2021
Article 1, Purpose
Article 1.1, The purpose of Talisman Therapeutic Riding, Inc. (TTR) is to provide equine assisted activities and therapy to special needs children and adults using the healing nature of horses and the guidance of specially trained staff in a peaceful farm setting.
Article 1.2, TTR is organized exclusively for charitable purposes, including for such purposes, the making of distribution to organizations that qualify as exempt organizations under Section 501 (c)(3),
Article 2. Offices
Article 2.1, Principal Office. The principal office of TTR shall be in a location determined by the Board of Directors (Board).
Article 2.2, Other Offices. TTR may also have an office(s) in such other place(s) as the Board may determine.
Article 3, Board of Directors
Article 3.1, General Powers. The property and business of TTR shall be managed under the direction of the Board of TTR and the Board shall be responsible for setting the overall strategy of TTR.
Article 3.2, Number and Term of Office. The number of directors shall be five (5) or such other number as may be designated by the affirmative vote of a majority of the entire Board. Each director shall serve for a period of three (3) years. Terms shall run from January 1 to December 31. Terms of Directors joining the Board between those dates shall be presumed to have started on the prior January 1. Directors terms will be staggered to form 3 separate approximately equal groups. New Directors may serve less than 3 years in order to keep the three groups as equal as possible to provide continuity. Directors may be elected for additional three year terms.
Article 3.3, Election of Directors. The Board may vote to fill any existing vacancies on the Board. Persons elected to the Board shall
comply with all Board Policies. If the Board so elects, a director may serve any number of successive terms.
The Board may also vote to include Director(s) Emeritus and Ex-Officio Directors on the Board. Directors Emeritus and Ex-Officio Directors will receive all official Board notices and may attend Regular Meetings and Special Meetings of the Board as non-voting members. Attendance at any Board Meeting will not include Directors Emeritus and Ex-Officio Directors for purposes of determining a quorum.
Article 3.4, Removal of Directors. Any director may be removed from office with or without cause by the affirmative vote of a majority of the entire Board at any special meeting of the Board called for that purpose.
Article 3.5, Place of Meeting. The Board may hold their meetings either within or outside the State of Maryland, at such place or places as they may determine. The Board may hold their meetings in person, virtually by conference video, by conference telephone or other similar electronic communication equipment.
Article 3.6, Regular Meetings. Regular meetings of the Board shall be held at least four times a year. Notice of Regular Meetings shall be at least 5 business days before each meeting by mail or email. Dates of Regular Meetings may be changed if necessary by the Chairman with at least five business days’ notice to Board members: but such notice may be waived by any Director. Any and all business may be transacted at any regular meeting of the Board.
Article 3.7, Special Meetings. Special Meetings of the Board shall be held whenever called by the Executive Committee or by five or more members of the Board. The Secretary shall give notice of each Special Meeting of the Board by mailing the same at least three (3) days prior to the meeting or by emailing the same at least two (2) days before the meeting to each director; but such notice may be waived by any director. Any and all business may be transacted at any special meeting.
Article 3.8, Quorum. A majority of the entire board shall constitute a quorum for the transaction of business at all meetings of the Board.
Article 3.9, Required Vote. Except as set forth in Articles 3.2, 3.4 , 8.1 and 9.3, an affirmative vote of a majority of the directors at any meeting at which a quorum is present shall constitute the action of the Board.
Article 3.10, Compensation of Directors. Directors shall not receive any stated salary for their services as such, but each director shall, if approved by the Board, be entitled to receive from TTR reimbursement of the expenses incurred by him/her in attending any regular or special meeting of the Board.
Article 3.11 All Board members must execute the Board Memoranda of Understanding and the Conflict of Interest Policy and Confidentiality Agreements when they join the Board and every year thereafter at the Board’s final meeting of the year.
Article 4, Officers
Article 4.1. Election and Tenure. The officers of TTR shall be a Chairman, a Vice Chairman, a Secretary, and a Treasurer and such other officers and vice-officers as the Board may appoint. All officers shall be Directors. Terms for Officers are for one year. Officers may be elected for two additional one year terms. Additional years may be approved by the Board in the case of extraordinary circumstances. The Board shall appoint all officers and may remove them with, or without cause. Except for the Treasurer who cannot also hold the position of Chairman, any two or more of the above offices may be held by the same person, but no officer shall execute any instrument in more than one capacity if such instrument is required by law or by these By-laws to be executed, by two or more officers.
Article 4.2, Powers and Duties of the Chairman. The Chairman shall preside at all meetings of the Board. The Chairman may, without approval of the Board make payments on behalf of, and execute instruments obligating, TTR in an amount not exceeding $5,000 (and may authorize others to do so in his/her stead). The Chairman shall be an ex-officio member of all committees.
Article 4.3, Powers and Duties of the Vice Chairman. In the absence of the Chairman, the Vice Chairman, or such other Executive Committee Member as shall substitute for the Vice-Chairman in his or her absence, shall have all of the powers of the Chairman as set forth in Article 4.2.
Article 4.4, Secretary. The Secretary shall give, or cause to be given, notice of all meetings of the Board and all other notices required by law or by these By-laws, and in case of his/her failure to do so, any such notice may be given by any person thereunto directed by the Chairman, or by the director(s) upon whose written request the meeting is called. The Secretary shall record all the proceedings of the meetings of the Board, and shall perform such other duties as may be assigned to him/her by the Board or the Chairman. He/she shall have custody of the seal of TTR if such seal has been requested by the Chairman and shall affix the same to all instruments requiring it, when authorized by the Board or the Chairman, and attest the same. In general, the Secretary shall perform all of the duties generally incident to the office of Secretary.
Article 4.6, Treasurer. The Treasurer shall have custody of all funds and securities of TTR, and shall keep full and accurate account of receipts and disbursements in books belonging to TTR. He/she shall deposit all moneys and other valuables in the name and to the credit of TTR in such depository or depositories as may be designated by the Board. The Treasurer may, without the approval of the Board or the Chairman, make payments on behalf of, and execute instruments obligating, TTR in an amount not exceeding $5,000 (and may authorize others to do so in his/her stead).
The Treasurer shall disburse the funds of TTR as may be ordered by the Board or the Chairman taking proper vouchers for such disbursements. He/she shall render to the Chairman and the Board, whenever either of them so requests, an account of all his or her transactions as Treasurer and of the financial condition of TTR.
The Treasurer shall perform all the duties generally incident to the office of the Treasurer.
Article 4.7, Relationship between Board and Employees. The Board may appoint an Executive Director. The Executive Director will execute the day-to-day operations of TTR, provide the leadership to achieve TTR’s mission and goals and carry out such other duties that the Board or the Chairman may assign. The Executive Director may, without the approval of the Board or the Chair, make payments on behalf of TTR and execute instruments involving TTR in an amount not exceeding $5000. The Executive Director is an employee of TTR (not an officer) who reports directly to the Board on a regular basis. Other employees report to the Executive Director or such others as the Executive Director may appoint.
Article 5, Committees
Article 5.1 Executive Committee. TTR shall have an Executive Committee. The Executive Committee shall consist of the Chairman, Vice-Chairman, Treasurer, Secretary, and immediate Past Chairman, and such other officer(s) or vice officer(s) as the Board may appoint. The Executive Committee shall also include the Founder for so long as the Founder continues as a Member of the Board of Directors.
The Executive Committee shall have all of the power of the Board, except as otherwise delegated specifically to the entire Board by these Bylaws or prohibited by law. The Executive Committee shall not have the power to fill vacancies on the Board which shall be filled by the Board, or to acquire or dispose of property with a value in excess of $25,000 which shall be approved by the Board.
The Executive Committee shall keep a record of its proceedings and report the same to the Board no later than the next Board meeting. Without limiting the generality of the forgoing, the Executive Committee is specifically authorized to execute normal and customary banking resolutions for corporate accounts and borrowing.
Article 5.2, Special Committees. The Board may appoint special committees to serve on an ad-hoc basis. These committees may focus on program development; funding initiatives; events, board governance and nominations or other areas defined by the board. Each committee may include individuals who are not Directors but must include at least one Director. Each committee will report all proceedings of the Committee at the next Board meeting.
Article 6, Corporate Seal
Article 6.1, Seal. In the event that the Chairman shall direct the Secretary to obtain a corporate seal, the corporate seal shall be circular in form and shall have inscribed thereon the name of TTR, the year of its organization and the word “Maryland.” Duplicate copies of the corporate seal may be provided for use in the different offices of TTR but each copy shall be in the custody of the Secretary.
Article 7, Miscellaneous Provisions
Article 7.1, Fiscal Year. The fiscal year of TTR shall begin on the first day of January and end on the last day of December.
Article 7.2, Notices. Whenever, under the provisions of these By- laws, notice is required to be given to any director or officer it shall be construed to mean personal notice, but such notice shall be given: (I) by e-mail, or (ii) in writing, by mail, by depositing the same in a post office or letter box, in a postpaid sealed wrapper, addressed to each officer or director at such address as appears on the books of TTR, or in default of any other address, to such director or officer at the general post office in the town or county of the Director’s residence, and such notice shall be deemed given at the time the same shall be thus mailed. Any director or officer may waive any notice required to be given under these By-laws.
Article 7.3, Financial Authorization. All checks or other financial authorizations greater than $5,000 must be signed and agreed to by any two of the following persons: the Chairman, Vice Chairman, Secretary, and Treasurer.
Article 8. Amendments
Article 8.1, Amendment of By-laws. The Board shall have the authority to amend these By-laws or any provision thereof. Proposals to amend these By-laws shall be sent in advance of the next board meeting. The board will review the proposal and if it deems the proposed amendment advisable, a majority vote of the entire Board will enact an amendment.
Article 9. Indemnification
Article 9.1, Indemnification. TTR shall indemnify directors, officers and employees made a party to any legal proceeding by reason of his/her service in that capacity unless it is established that: (i) the act or omission of such person giving rise to the proceeding was material and was committed in bad faith or was the result of active and deliberate dishonesty, (ii) such person actually received an improper personal benefit from his/her act giving rise to the proceeding, or (iii) in the case of a criminal proceeding, such person had reasonable cause to believe that the act or omission giving rise to the proceeding was unlawful. TTR shall not, however, indemnify a director, officer and employee in any proceeding brought by TTR against such person (or by such person against TTR).
Article 9.2, Reimbursement/Advancement of Expenses. TTR shall reimburse, and advance expenses to, any director, officer or employee made a party to any legal proceeding by reason of his/her service in that capacity incurred in defending himself/herself in such proceeding if such person is entitled to indemnification under Article 9.1.
Article 9.3, Board Determination. Articles 9.1 and 9.2 are intended to create legal obligations on TTR to indemnify and reimburse and advance expenses as set forth therein. The Treasure shall not, however, disburse any monies or incur any obligations thereunder without the prior approval of the majority vote of the entire Board (if a director is the subject of the indemnification, reimbursement or advance, such director shall not participate in the vote for approval).
Article 10. Disposition of Assets.
Article 10.1 Upon dissolution of the corporation and payment of all debts and other obligations, assets shall be distributed for one or more tax exempt purpose within the meaning of Section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. Specifically, distributions shall be made to one or more organizations exempt from taxes under Section 501(c)(3).
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