ArticlesofIncorporation

Bylaws

The Restorers of Mount Carmel in Maryland, Inc.,

A Not-For-Profit Corporation

ARTICLE IORGANIZATION

The name of the corporation shall be The Restorers of Mount Carmel in Maryland, Inc., hereinafter referred to as "Restorers."

ARTICLE IIPURPOSES

The Restorers is formed exclusively to carry on religious, charitable, and educational activities. The principal purposes of the Restorers, besides the spiritual, shall be, as appropriate, to (1) provide financial assistance to Carmel of Port Tobacco, La Plata, Maryland; (2) help maintain the two historic buildings of the original monastery; and (3) help pay the property insurance for the entire monastery.

ARTICLE IIIMEMBERSHIP AND FEES

Section 1 Membership in the Restorers shall be open to all who support the purposes of the Restorers and pay their annual membership dues of $25.00 or a perpetual membership of $200.00. All members have the right to vote as a Restorer.

Section 2 The annual dues for the subsequent calendar year are payable in the month of October. The treasurer shall mail the membership bills to all members by 15 October at their addresses as they appear in the membership roll book. If payment is not received in 30 days, the treasurer shall mail a second notice before the end of November. If payment is still not received by December 31, the person shall be removed from the membership roll but shall remain on the Restorers’ mailing list for possible membership reactivation or as a potential donor.

Section 3 The nuns of Carmel of Port Tobacco are deemed respected auxiliary members in good standing in perpetuity.

ARTICLE IVBOARD OF DIRECTORS

Section 1 The business of The Restorers shall be managed by the Board of Directors. The Board shall consist of nine (9) members elected by the general membership and chaplain who will be an ex officio member of the Board. At least one of the directors elected shall be a resident of the state of Maryland. The work of the organization will be normally handled by committees established by the Board of Directors.

Section 2 The term of the Board of Directors shall be three (3) years. In order to maintain consistency within the Board, one third shall be elected for a three-year term each year in accordance with the procedures outlined in Article VI.

Section 3 Vacancies occurring on the Board of Directors shall be filled by a consensus of the remaining members of the Board of Directors for the balance of the term. If no consensus can be reached, then a vote is taken. In the event of a tie an ex officio member, such as the chaplain, shall break the tie.

Section 4 The Board of Directors are expected to attend the quarterly business meetings. Five (5) members of the Board of Directors shall constitute a quorum. Each Board Member shall have one vote. Votes may be conducted by proxy. Proxy votes must be submitted to the Secretary in writing prior to the vote.

Section 5 The president of the Restorers shall be chairman of the Board of Directors.

Section 6 An individual may be removed from the position of director or officer when sufficient cause exists for removal by majority vote.

Section 7 The Chaplain shall be selected by the Board of Directors.

ARTICLE VOFFICERS

Section 1 The officers of the Restorers are elected from and by the Board of Directors. The term of office shall be one year. The Officers of the Restorers shall be a President, Vice President, Secretary and Treasurer.

Section 2The Board of Directors, by consensus, shall furnish bonding to those officers with signature authority (the Treasurer, President, and Vice president) in an amount they shall determine as appropriate. The bond premium shall be paid by the Restorers in recognition of the officer’s voluntary service.

Section 3 The President shall:

a.Preside at all meetings.

b.Be chairman of the Board of Directors.

c.Present an annual report of the work of the Restorers at the annual meeting.

d.Guide the establishment and makeup of all committees.

e.Ensure that all books, reports, and documents required by law are properly kept or filed.

f. Have signing authority on checks or drafts of the Restorers.

g.Exercise all duties incident of the president.

Section 4 The Vice President shall:

Become acting president in the event of the absence or inability of the President to exercise the duties of the office.

Section 5 The Secretary shall:

a.Keep the minutes and records of the Restorers in appropriate books.

b.File any documents required by any statute, federal or state.

c.Be the official custodian of the records and seal of the Restorers.

d.Present at meetings any communication addressed to the Restorers.

e.Attend to all correspondence at the discretion of any officer of the Restorers and shall exercise all duties incident to the office of Secretary.

Section 6 The Treasurer shall:

a. Receive all funds paid or donated and shall deposit same in the official depositories as determined by the Board of Directors.

b.Make disbursements by the order of the Board of Directors.

c.Make, at all times, the accounts and books open to inspection by the President, Board of Directors and any authorized auditors.

d.Have the care and custody of all accounts and books of the Restorers.

e.Have signing authority for all checks, drafts or instruments of deposit or securities of the Restorers.

f.Submit, at quarterly meetings, a written account of the finances of the Restorers. Such report shall be physically affixed to the minutes of each meeting.

g. Provide necessary documents to the Board approved audit committee selected from the membership.

h.Exercise all duties incident to the office of Treasurer.

Section 7 No officer shall for reason of his office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director from receiving any reimbursement or payment from the Restorers for approved Restorers expenditures, duties, other than as a director or officer.

ARTICLE VIELECTIONS

Section 1 The Board of Directors shall be elected to a three-year term.

Section 2 Officers shall be elected to one-year terms.

Section 3 A Nominating Committee shall solicit the membership and present a list of candidates for election to the Board of Directors. The Nominating Committee shall be appointed by the Board of Directors at the April meeting. A list of candidates shall be presented and approved by the Board of Directors at the July meeting. From the July meeting, ballots shall be mailed at the same time as the Annual Membership renewal notice. Ballots received prior to September 1 will be tallied by the nominating committee.

Newly elected Directors shall be installed at the October general meeting.

Section 3 Officers shall be selected by the Board of Directors at the October meeting and shall take office immediately.

ARTICLE VII MEETINGS

Section 1 The quarterly business meetings of the Restorers shall be held on the second Saturday of the first month of each quarter: January, April, July, and October. In addition to the Board of Directors, Committee Chairs are expected to attend. All members of the Restorers are welcome to attend.

Section 2 The Annual General Membership Meetings of the Restorers shall be held on the second Saturday in October. It shall be a day of pilgrimage for all Restorers.

ARTICLE VIIICOMMITTEES

Section 1 All committee chairs of the Restorers shall be appointed by the Board of Directors. The chair shall be responsible for recruiting members for the committee.

Section 2 The standing committees shall be the:

Spiritual Committee: Plans spiritual activities for the Restorers.

Membership Committee: Develops strategies to increase and retain membership of the Restorers; maintains a roster of the membership with current addresses, telephone numbers, e-mail addresses, and date of membership and a list of deceased members and perpetual members.

Communications Committee: Develops strategies to enhance awareness of the mission and activities of the Restorers and Mount Carmel of Port Tobacco.

Historical Committee: Preserves artifacts, antiquities, and all historical records pertinent to the Restorers and Carmel of Port Tobacco; educates the Restorers and responds to requests from the public for educational tours.

Finance Committee: Develops strategic plans for revenue enhancement and financial operations that should include as a minimum:

a. a revenue stream plan.

b.an annual spending plan.

c.an investment target plan.

Section 3 Ad Hoc Committees shall be established for specific purposes by the Board of Directors.

ARTICLE IXSPIRITUAL ACTIVITIES

Section 1 To provide for the spiritual growth of its members, the Restorers shall host at least one pilgrimage each year and other activities and programs as developed by the Spiritual Committee.

ARTICLE XAMENDMENTS

Section 1 Amendments of the Bylaws shall be proposed in writing to the Board of Directors by any member. A simple majority approval by the Board of Directors shall refer the issue for a vote by the membership. A two-thirds majority of the membership shall amend these bylaws. All amendments to these bylaws shall be communicated in writing to the membership as soon as is practical.

ARTICLE XIINDEMNIFICATION

The Board of Directors, officers, registered agent, committee members and the members shall be held harmless in the event of injury to anyone at a Restorers activity or event.

ARTICLE XIIAUDIT

Section 1 The Restorers shall provide for an audit once a year for the control of its funds as are necessary for the safekeeping and complete financial accounting. Auditors shall not be members of the Board of Directors.

Section 2 The Audit Committee shall present the annual audit report to the Board of Directors.

We, the undersigned members, do hereby adopt and incorporate the above bylaws for

The Restorers of Mount Carmel in Maryland, Inc.

This 22nd day of, October, 2004

Margaret Goldsmith (SEAL)

Secretary

READ AND APPROVED

Gerry Brosco

President

Jane Kemp

Director

Elizabeth Hungerford