Article I – Name

Section 1.1. The name of this organization shall be the Mid-Atlantic Regional Air Management Association, Inc., hereinafter referred to as “MARAMA.”

Article II – Objectives and Limitations

Section 2.1. The objectives of MARAMA are:
(a) To evaluate current and emerging air quality issues, problems, and/or program requirements, which affect the member agencies and require regulatory response or other action by MARAMA agencies;
(b) To develop plans, exchange ideas, information, and data and to provide mutual assistance in defining air quality program requirements for addressing common problems which can be alleviated most effectively by a regional strategy;
(c) To develop and implement procedures that will strive to ensure a high degree of program consistency among the air pollution control agencies in the Mid-Atlantic Region through the pursuit of mutually supportable activities and measures for the improvement of air quality throughout the region;
(d) To develop better understanding, communication, and cooperation among local, state, and federal air pollution control agencies;
(e) To conduct research and other studies to provide member agencies with data and information to support program development and operational activities;
(f) To provide opportunities for professional training, development, and education for the directors and staff of member agencies; and
(g) To collaborate with other similar regional associations or the U.S. Environmental Protection Agency on projects that assist MARAMA member agencies in preventing and reducing air pollution discharged in the MARAMA region or reducing the impacts of air pollution in the MARAMA region; and
(h) To engage in any other activities that are consistent with the above objectives and that are not inconsistent with section 501 (c)(3) of the Internal Revenue Service Code and applicable state law.
Section 2.2. Limitations
(a) Notwithstanding any other provision of these Articles, MARAMA shall not carry on any activities prohibited to be carried on by an organization exempt from federal income tax under Section 501 (c)(3) of the Internal Revenue Service Code (the”Code”).
(b) Consistent with the requirements of OMB Circular A-22, MARAMA shall not use federal grant funds to lobby. MARAMA shall not participate in or intervene in any political campaign on behalf of any candidate for public office. MARAMA shall not endorse, publish, or distribute statements influencing any political campaign.
(c) At no time shall MARAMA engage in any activities that are unlawful under the laws of the United States, a member jurisdiction, or any other jurisdiction where any of its activities are carried on.
(d) Notwithstanding any other provision of these Bylaws, if at any time MARAMA is a private foundation within the meaning of Section 509 of the Code, then the foundation:
(i) Shall distribute its income for each taxable year at such time and in such manner as not to subject MARAMA to tax under Section 4942 of the Code;
(ii) Shall not engage in any act of self-dealing as defined in Section 4941(d) of the Code;
(iii) Shall not retain any excess business holdings as defined in Section 4943(c) of the Code;
(iv) Shall not make any investments in such a manner as to become subject to tax under Section 4944 of the Code; and
(v) Shall not make any taxable expenditures as defined in Section 4945(d) of the Code.

Article III – Membership and Board of Directors

Section 3.1. MARAMA’s ten Principal Members (MARAMA Directors) shall be the directors of the governmental air pollution control regulatory agencies (air directors) of the states of Delaware, Maryland, New Jersey, North Carolina, Pennsylvania, Virginia, and West Virginia, the District of Columbia, the City of Philadelphia, and Allegheny County (Pennsylvania). An air director may designate, in writing, another person to be the Principal Member in his/her place.
Section 3.2. The Principal Members are the MARAMA Directors. If an air director position is vacant, the Prinicipal Member shall be the acting or interim head of that agency or his/her designee.
Section 3.3. Administration of MARAMA is vested in a Board of Directors (the Board), comprised of the ten Principal Members plus the Executive Director (who is a non-voting member of the Board).

Article IV – Quorum and Voting

Section 4.1. Except as provided elsewhere in the Bylaws, a majority of the Principal Members (or designees) of MARAMA shall be present at each meeting to constitute a quorum for business transactions. In the absence of a quorum, the majority of the members present may adjourn the meeting until a quorum is convened.
Section 4.2. Each Principal Member, including the Chair, shall have one vote. The Principal Member may designate, via e-mail, fax, or regular mail, a staff person from his/her agency to act as his/her voting representative at MARAMA meetings.
Section 4.3. Except as provided in these bylaws, a majority of the Principal Members or their designees represented and voting shall determine all questions and motions presented at a regular meeting, special meeting, or conference call.
Section 4.4. Any action required or permitted to be taken by the Board may be taken via an e-mail, fax, or regular mail vote provided that it represents unanimous agreement of the Principal Members or their designees.

Article V – Officers and Duties

Section 5.1. Officers of the Board are the Chair, the Vice Chair, the Treasurer, the Immediate Past Chair, and the Secretary/Executive Director (non-voting).
Section 5.2. The Chair shall convene regularly scheduled Board meetings and shall preside or arrange for the Vice Chair, Treasurer, or another Principal Member to preside at each meeting. The Chair shall, along with the Executive Director, co-sign employment contracts for MARAMA employees, and the Chair shall approve payment of the Executive Director’s salary by approval of a bi-monthly timekeeping record. The Chair shall, along with the Treasurer, approve the selection of the independent auditor.
Section 5.3. The Vice Chair shall perform the duties of the Chair in absence of the Chair.
Section 5.4. The Treasurer shall make a report at each Board meeting and shall arrange for an annual audit of MARAMA’s financial records in conformance with federal grant requirements. The Treasurer shall assist in the preparation of the budget, help develop fundraising plans, make financial information available to Board Members and the public, periodically review MARAMA’s financial records in order to help the Board provide financial oversight of MARAMA’s activities, review and approve the Executive Director’s expense vouchers before payment, and (with the Chair) approve the selection of the independent auditor.
Section 5.5. The Executive Director is hired by the Board. The Executive Director has day-to-day responsibilities for the organization, including carrying out the organization’s goals and policies. The Executive Director shall serve as the non-voting Secretary to the Board and as such shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all Board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Principal Member, and assuring that corporate records are maintained. The Executive Director is responsible for hiring and fixing the compensation of any and all employees which the Executive Director determines to be necessary for the conduct of the business of the corporation within budgetary limits established by the Board. The Executive Director will assist the other officers in the performance of their duties. The Executive Director will attend all Board meetings, report on the progress of the corporation, answer questions of the Board Members and carry out the duties described in the Executive Director’s contract. The Board may designate other duties as necessary.

Article VI – Elections, Terms of Office and Succession to Office

Section 6.1. Nominations.
(a) A nominating committee consisting of the Vice Chair and the Immediate Past Chair shall select candidates for the office of Vice Chair and, if necessary, the office of Treasurer. The nominating committee shall submit the nominees to Principal Members 30 days before the annual meeting or any meeting called by the Executive Director under Section 6.3b, 6.3c, or 6.3e, below, to fill a vacancy. [Updated 12-2020]
(b) Unless for any reason a Principal Member is unable to serve, it is expected that each Principal Member in turn will serve as Vice Chair and then Chair of MARAMA in alphabetical order by jurisdiction.
Section 6.2. Chair, Vice Chair, and Treasurer
(a) The Chair shall serve a one-year term. At the conclusion of the one-year term, the Chair shall serve as the Immediate Past Chair for a one-year term and shall not be eligible for nomination to the office of Vice Chair for the next five years unless approved by a majority of the Principal Members.
(b) The Vice Chair shall be elected for a one-year term by a majority of the Principal Members or their designees present and voting at the annual meeting. At the conclusion of his/her term of office, the Vice Chair shall advance to the position of Chair for a one-year term.
(c) The Treasurer shall be elected for a two-year term by a majority of the Principal Members or their designees present and voting at the annual meeting. A person may serve two consecutive terms as Treasurer. A person may not serve as Treasurer for more than four out of any consecutive six years.
(d) The Vice Chair and Treasurer shall begin serving their terms upon election. The Vice Chair shall advance to the office of Chair upon election of the new Vice Chair or as provided in Section 6.3, below.
Section 6.3. Vacancies
(a) In the event of a vacancy in the office of Chair, the Vice Chair shall immediately succeed to the office of Chair. He/she also shall serve, in turn, his/her own term as Chair.
(b) In the event of a vacancy in the office of Vice Chair, an Interim Vice Chair shall be elected by the Board within two months of the vacancy.
(c) If the offices of Chair and Vice Chair are vacant at the same time, within two months of said vacancies, the Executive Director shall call a meeting of the Board, and the Board shall elect from its members an Interim Chair and Interim Vice Chair.
(d) In the event of a vacancy in the position of Immediate Past Chair, the most recent Immediate Past Chair who is still a Principal Member shall automatically succeed for the remainder of the term.
(e) In the event of a vacancy in the position of Treasurer, within two months of the vacancy, the Executive Director shall call a meeting of the Board, and the Board shall elect from its members an Interim Treasurer to serve the remainder of the term.

Article VII – Committees

Section 7.1. The Chair, with the concurrence of the Board, may establish such standing or special committees as are needed to promote the work of MARAMA. The Chair may appoint staff of MARAMA member agencies to such committees.
Section 7.2. A Principal Member or his/her designee may serve on or chair a committee.

Article VIII – Dues

Section 8.1. The Board is empowered to assess and collect membership dues or other fees related to MARAMA’s activities.
Section 8.2. Any membership dues shall be assessed and collected in a flexible manner taking into account each individual member agency’s financial situation.

Article IX – Meetings

Section 9.1. The annual meeting shall be scheduled not earlier than January 2 or later than February 28 of any year. The time and place of the meeting shall be fixed by the Board at least 45 days before the meeting.
Section 9.2. The MARAMA Board shall meet at least once per quarter unless by majority vote the Board agrees to dispense with the meeting in a specific quarter.
Section 9.3. Special meetings of MARAMA, including joint meetings with other groups, may be held at the direction of the Board.
Section 9.4. At any MARAMA meeting, issues may be discussed before a formal motion is made. However, upon second of a formal motion, Robert’s Rules of Order shall prevail.
Section 9.5. The Board may meet in person or via telephone conference call.
Section 9.6. The Secretary shall maintain official minutes of Board meetings. The minutes of the following meeting shall summarize and constitute an official record of any Board decisions made between meetings via telephone, mail, fax, or e-mail.

Article X – Amendments to Bylaws

Section 10.1. Amendments may be adopted to supplement and clarify the Bylaws. Proposed amendments to the Bylaws may be initiated by the Board or by petition of any three Principal Members. The text of the proposed amendments, with justification, shall be submitted to the Principal Members at least 30 days before a vote is taken. Balloting on amendments shall be conducted by mail/fax or by voice vote at a MARAMA board meeting. An affirmative vote by a majority of the Principal Members shall determine the questions.

Article XI – Contracts, Loans, Checks, Deposits, and Fiscal Year

Section 11.1. Contracts
(a) The Board may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of MARAMA, and such authority may be general or confined to specific instances.
(b) The Executive Director may negotiate and enter into a grant, agreement, or contract on behalf of MARAMA with other organizations or individuals provided the grant, agreement, or contract is consistent with the purposes and objectives of MARAMA and consistent with operational procedures and budgets approved by the Board.
Section 11.2. No loans shall be contracted on behalf of MARAMA and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.
Section 11.3. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of MARAMA, shall be signed by such officer or officers, agent, or agents of the corporation and in such manner as from time to time shall be determined by resolution of the Board.
Section 11.4. All funds of MARAMA not otherwise employed shall be deposited to the credit of MARAMA in such banks, trust companies, or other depositories as from time to time the Board may select.
Section 11.5. MARAMA’s fiscal year is October 1 through September 30.

Article XII – Limitation of Personal Liability and Indemnification

Section 12.1. Limitation of Personal Liability.
Neither any Principal Member (or designee), the Executive Director, nor an authorized representative shall have any personal liability for monetary damages arising out of any action, whether by or in the right of MARAMA or otherwise, for breach of any duty as a MARAMA Director, Executive Director, or authorized representative, to the maximum extent permitted by law. The provisions of this section shall not apply if a Principal Member, the Executive Director or an authorized representative has breached or failed to perform his or her duties and responsibilities when the breach or failure constitutes self-dealing, willful misconduct, or recklessness.
Section 12.2. Indemnification in Third Party Proceedings.
MARAMA shall be responsible for and agrees to indemnify and hold harmless any Principal Member, the Executive Director, or an authorized representative from and against damages to property or injuries (including death) to any persons and other losses, damages, expenses, claims, demands, suits, and actions in connection with the performance of his or her MARAMA duties and responsibilities. The provisions of this section shall not apply if a Principal Member, the Executive Director or an authorized representative has breached or failed to perform his or her duties and responsibilities when the breach or failure constitutes self-dealing, willful misconduct, or recklessness.
Section 12.3. Reliance.
Any person who shall act as an authorized representative of MARAMA shall be doing so in reliance upon the rights of indemnification provided by this Article. For purposes of this Article, an authorized representative shall mean a Principal Member, the Executive Director, or an employee of MARAMA or a Member Agency employee who is empowered to act on MARAMA’s behalf.

Article XIII – Dissolution

Section 13.1. If the Corporation is dissolved or ended for any reason, the Board of Directors shall dispose of all of the net assets of the Corporation exclusively to such organization(s) which engage in activities substantially similar to those of the Corporation and which are organized and operated exclusively for charitable, scientific, or educational purposes as shall at the time qualify as an exempt organization under sections 501(c)(3) of the Internal Revenue Code. Any remaining assets not disposed of by the Board shall be disposed of by the Court in the jurisdiction in which the principal office of the Corporation is then located, exclusively for such purposes or to such organizations. In the event of the dissolution of MARAMA, Inc., neither any Principal Member nor their designee nor the Executive Director shall be entitled to any distribution or division of MARAMA’s remaining property or its proceeds
Adopted by the Board of Directors this 21 day of August, 2006.