Policy & Bylaws

MARYLAND FFA FOUNDATION, INCORPORATED BYLAWS

ARTICLE I: Name

The name of the corporation shall be the Maryland FFA Foundation, Incorporated.

ARTICLE II: PURPOSES

  The purposes of the Maryland FFA Foundation, Inc. are:

  1. To promote the educational development of members and advisors of the FFA organization conducted as an integral part of agricultural education programs, approved by the Maryland State Department of Education, Office of College and Career Pathways, in the public secondary and post-secondary schools of Maryland.
  2. To publish and disseminate information useful in assisting and otherwise participating in the development and execution of programs that provide encouragement and improvement of FFA chapters and programs in the Maryland FFA Association, Inc.
  3. To promote and stimulate interest in leadership development among members and advisors of the FFA at the local, regional and state levels.
  4. To provide incentive and recognition to deserving FFA members and FFA advisors who have achieved distinction in agricultural education and FFA activities, and to administer, direct or supervise granting of same. The Maryland FFA Foundation will work through the Maryland FFA Association, Inc. when sponsoring and/or funding any and all activities for members and advisors of the Maryland FFA Association, Inc.
  5. To receive by gift, devise, bequest, or otherwise to acquire, take and hold, any money or property, real personal or mixed, to be used, either the principal or the income therefrom, for the furtherance of any of its corporate purposes; and to lease, pledge, mortgage, assign, transfer, sell, convey and dispose of any such property, and to invest and reinvest the principal thereof.
  6. To receive any property, real, personal, or mixed, in trust, under the terms of any will, assignment, bill of sale, deed, conveyance, instrument of trust or other instrument, for its corporate purposes of any of them, and not for any other purpose, and in administering the same to carry out the directions and exercise the powers contained in the instrument under which the property is received, including the expenditure of the principal, as well as the income for one or more such purposes, as authorized or directed in the instrument under which it was received.
  7. To conduct all acts and things necessary, convenient and expedient to carry out the purposes of the Maryland FFA Foundation, Inc.

ARTICLE III: BOARD OF TRUSTEES

  1. The duly elected Trustees of the Maryland FFA Foundation, Inc., a Maryland Corporation, shall be the sole directors of this Foundation. The acceptance of gifts and the solicitation and disposition of its property and funds shall be vested in said Board of Trustees.
  2. The Board of Trustees of the Maryland FFA Foundation, Inc., may solicit funds and sponsors for awards as proposed by the Maryland FFA Association, Inc. Executive Director or other representative of the Maryland FFA Association, Inc.
  3. Recognition will be given to individuals, companies, businesses, chapters, and organizations contributing to the Maryland FFA Foundation, Inc. Donor recognition will take place through policies and procedures established by the Board of Trustees of the Maryland FFA Foundation, Inc.
  4. The direction, management and disposition of the affairs, business, and property of the Maryland FFA Foundation, Inc. shall be vested in the Board of Trustees.
  5. The voting members of the Board of Trustees shall consist of:
    1. Up to ten total individuals from industry or the community interested in supporting FFA, agricultural education, agriculture, or volunteerism.
    2. One local FFA chapter advisor appointed or elected by the Maryland Agriculture Teachers Association.
    3. One FFA Alumni representative appointed by the Maryland FFA Alumni Council.
    4. The Maryland FFA Executive Director representing FFA and the interest of the Maryland State Department of Education.
    5. One representative of post-secondary education in agriculture in Maryland.
    6. One MD Agricultural Education Foundation (MAEF) representative appointed by the MAEF Board.
    7. The Board of Trustees shall consist of a maximum of fifteen (15) voting members.
  6. Non-voting members of the Board of Trustees shall include:
    1. A student representative from the Maryland FFA Association, Inc.
    2. The Executive Director of the Maryland FFA Foundation, Inc.
    3. The Executive Treasurer of the Maryland FFA Foundation, Inc.
    4. Others may attend meetings at the invitation of the Chair.
  7. Each voting member of the Board of Trustees attending in person, electronically, or other approved method shall have one vote. No voting by proxy will be permitted.
  8. The Board of Trustees shall possess and exercise all the powers and authority of the Maryland FFA Foundation, Inc., and all such powers and authority as shall be necessary to complete the execution of the purposes of the Foundation, except as limited by its Articles of Incorporation or its Bylaws.
  9. The normal term of office for voting members of the Board shall be three years. Other representatives shall serve at the pleasure of their respective organization. A member appointed to fill an unexpired term shall serve the balance of the term. Members may serve more than one term.

    Recommend replacing with the following: Directors shall be elected for a three (3) year term and may be elected to serve no more than three successive terms with an option to re-serve after a one-year interval. Terms of office begin following elections at the annual meeting. A nominating committee, appointed by the Chair, shall prepare a slate of nominees for Director to be elected at the annual meeting.
  10. Vacancies on the Board of Trustees shall be filled by a majority vote of the Board or by the respective sending organization to complete the term of the vacated position.
  11. Committees shall be appointed by the Chair as needed to accomplish the purposes of the Foundation.
  12. Any member of the Board who shall be absent from more than two consecutive meetings of the Board of Trustees, unless excused by the Chair, may be removed from the Board.
  13. The Foundation strives to create a diverse membership and does not discriminate on the basis of race, color, creed, national origin, gender, sexual identity, disability or age. 

    Recommending replacing with the following: The Foundation prohibits discrimination on the basis of race, color, creed, national origin, gender, sexual identity disability or age.

ARTICLE IV: OFFICERS

The officers of the Foundation shall be a Chair, Vice Chair, Secretary, Executive Treasurer and Executive Director. The Chair, Vice-Chair and Secretary shall be elected annually by the Board from the ranks of the voting membership. All officers shall serve on an annual basis at the pleasure of the Board of Trustees. Officers may be re-elected.

  1. Duties of Officers:
    1. The Chair shall preside over the meetings of the Board of Trustees. The Chair shall make such reports to the Board as appropriate and perform such other duties as are normally expected of a Chair.
    2. The Vice-Chair shall perform the duties and exercise the powers of the Chair in the absence of the Chair.
    3. The Secretary shall take minutes of all meetings and submit same to the Executive Director for distribution and safekeeping.
    4. The Executive Director shall be the chief executive officer of the Foundation and shall direct the day-to-day activities of the Foundation including publishing and disseminating information about the Foundation and promoting and publicizing Foundation efforts. The Executive Director shall prepare reports and keep the permanent records of the Foundation.
    5. The Executive Treasurer shall have custody of all funds of the Foundation and shall receive all funds and gifts and hold them in trust or deposit them in such depositories as the Board of Trustees shall designate. The Executive Treasurer shall prepare appropriate financial status reports and submit the financial records for an audit. The accounts shall be audited annually at the end of each fiscal year by a Certified Public Accountant or auditing committee selected by the Board of Trustees. The cost of auditing, if any, shall be borne by the Foundation.
    6. Expenditures must be authorized by the Board of Trustees and shall be paid by check signed by the Executive Treasurer and one other member of the Board of Trustees as selected by the Board. In the event of the incapacity of the executive Treasurer, the Executive Director is empowered to conduct the financial transactions of the Foundation pending action by the Board of Trustees. The Executive Treasurer may be bonded in an amount approved by the Board of Trustees. The bonded amount will be reviewed annually and adjusted, if necessary, as a result of the annual audit. The cost of bonding shall be borne by the Foundation.

ARTICLE V: EXECUTIVE COMMITTEE

  1. There shall be an Executive Committee consisting of the Chair, the Vice Chair, the Secretary, the Executive Treasurer and the Executive Director of the Board of Trustees.
  2. During intervals between meetings of the Board of Trustees, the Executive Committee shall exercise all powers conferred on it by the Board of Trustees in the management and direction of the business and the conduct of affairs of the Foundation. The Executive Committee shall keep a record of its proceedings and report the same to the Board of Trustees at each succeeding meeting.

ARTICLE VI: MEETINGS

The Board of Trustees shall hold at least four meetings during a given fiscal year of which the August meeting shall be deemed the annual meeting. Special meetings of the Board may be held at the call of the Chair of the Board or upon request of not less than six members of the Board. Notice of the meeting shall be given to each member of the Board of Trustee at least ten days before the meeting date. Email or other electronic methods, telephone or U.S. mail shall be sufficient for such notices.

ARTICLE VII: QUORUM

A quorum for any meeting of the Board of Trustees shall consist of a majority of the current voting members of the Board. Where a quorum is present, the action of a majority of the members present shall constitute action of the Board, except where a greater majority is required by the Bylaws. Voting may be in person, electronically, or other approved method. 

ARTICLE VIII: NOTICES

  1. Sufficiency: Whenever, under the provisions of law or the Articles of Incorporation or of these Bylaws, notice is required to be given to any Trustee, it shall not be construed to mean personal notice. The notice may be given by email, telephone or in writing sent via U.S. mail addressed to the Trustee at his/her last known email address, telephone number or mailing address as it appears on the records of the corporation. Such notice shall be considered to be given at the time when it is electronically sent, phone call is made or notice is deposited in the United States mail, first class postage prepaid.
  2. Waiver: Whenever any notice is required to be given under the provisions of  law or of the Articles of Incorporation or of these Bylaws, a waiver thereof  in writing, before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE IX: LIABILITIES

No person who is now, or who later becomes a member of this corporation shall be liable to its creditors for any indebtedness or liability, and any and all creditors of this corporation shall look only to the assets of this corporation for payment.

ARTICLE X: COMPENSATION

No member of the Board of Directors, except possibly the Executive Director and the Executive Treasurer, shall receive pay for services rendered but all members may, upon a majority vote of the Board, receive remuneration for expenses incurred for attendance at official meetings of the Board and other activities required by the Board.

ARTICLE XI: FISCAL YEAR

The fiscal year of the Maryland FFA Foundation, Inc., shall be January 1 to December 31 of any given year.

ARTICLE XII: AMENDMENTS

These Bylaws may be amended at any official meeting of the Board of Trustees by an affirmative vote of two thirds of all voting members present, provided that a written notice of the proposed amendment has been provided ten days prior to the meeting.

ARTICLE XIII: PARLIAMENTARY AUTHORITY

The Maryland FFA Foundation, Inc. shall be governed in its proceedings by Robert’s Rules of Order, Newly Revised.

Adopted June 1982
Revised November 11, 2001
Revised November 07, 2017
Revised August 17, 2023

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