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BYLAWS OF

MONTGOMERY COUNTY BEEKEEPERS ASSOCIATION INC.

(A Maryland Non-Stock Corporation)

MCBA Bylaws October 7, 2026 Revision

ARTICLE I OFFICES

Section 1.1 Principal Office. The principal office of the Corporation shall be located at such place as the Board of Directors may from time to time determine. The Corporation may utilize a post office box or digital mail service for its official mailing address.

Section 1.2 Registered Office. The Corporation shall maintain a registered office and a registered agent in the State of Maryland, as required by law. The registered office may, but need not, be identical to the principal office, and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II MEMBERS

Section 2.1 Membership. Any person interested in bees, beekeeping or related arts may apply to be a member. Members are and continue in good standing only when they are current in payment of dues to the Corporation. Only members in good standing will be counted among those needed for a quorum, and only members in good standing may vote on any matter submitted to the members.

Section 2.2 Term.

A. Annual Membership. Annual Membership shall continue for one (1) year from the date of payment of dues and shall lapse automatically if not renewed.

B. Lifetime Membership. Lifetime Membership shall continue for the life of the member upon payment of the specified one-time fee, and does not require renewal. A Lifetime member may resign at any time by providing written notice of resignation via email to the Secretary of the Corporation. The resignation shall take effect as specified in the notice, or, if not specified, upon receipt by the Secretary.

C. Removal. Any member, regardless of membership type, may be suspended, expelled, or removed at any time, with or without cause, by a majority of the votes cast by members in good standing.

Section 2.3 Annual Meeting. A meeting of the members shall be held annually during the month of November to: (a) receive and announce the results of elections of officers and directors conducted before or in connection with the annual meeting; (b) review prior activities and plan future activities; (c) receive an annual financial report; and (d) transact other business.

Section 2.4 Special Meetings. Special meetings of the members may be called at any time by the President and/or Board of Directors. Special meetings shall also be called by the Secretary on the written request of members entitled to cast at least ten percent (10%) of all the votes entitled to be cast at such meeting, and such written request to the Secretary shall state the purpose of the meeting and the matters proposed to be acted on at such meeting.

Section 2.5 Time & Place of Meetings. Meetings of the members may be held in any place in Montgomery County, Maryland, and at such hour as may be set by the President or Board of Directors in the notice of the meeting. If no place or hour are so set, meetings of members shall be held at the usual time and location of meetings of the Corporation. Meetings may also be held by conference telephone, video conference, webinar, electronic meeting platform, or other communications technology consistent with these Bylaws and applicable law.

Section 2.6 Notice of Business Meetings. Notice of each meeting of the members shall be given in writing (and email shall satisfy such writing requirement) by or at the direction of the President, the Secretary, or persons calling the meeting, shall state the place, date and hour of the meeting and, unless it is an annual meeting, shall indicate the purpose or purposes for which the meeting is being called.

A copy of the notice of any meeting shall be given, personally, by mail or by email, to each member entitled to vote at such meeting. The notice shall be given not less than seven (7) days, nor more than ninety (90) days, before the date of the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, directed to the member at his or her address as it appears on the records of the Corporation. If sent by email, such notice shall be deemed to be delivered when sent to the member at his or her email address as it appears in the records of the Corporation. It is the member’s obligation to provide the member’s then-current email address to the Corporation and promptly notify the Secretary of the Corporation of any change of the member’s then-current email address.

When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting in which the adjournment is taken. At the adjourned meeting the Corporation may transact any business that might have been transacted at the original meeting.

Section 2.7 Waivers of Notice. Notice of any meeting need not be given to any member who, (a) before or after the meetings, signs a waiver of notice, which is filed with the records of meetings of members, or (b) is present at the meeting in person or by proxy, or (c) in case of notice by email and/or voting by mail, email, secure electronic voting platform, or other electronic transmission, has not provided the Corporation with such member’s then-current email address at least twenty (20) days prior to such meeting or vote.

Section 2.8 Quorum and Minimum Participation. At any meeting of members, thirty (30) members in good standing, represented in person or by proxy, shall constitute a quorum for the transaction of business. For any vote of the members conducted without a meeting, at least thirty (30) members in good standing must cast valid ballots for the vote to be effective. Except as otherwise provided by law and/or in the Articles or Bylaws, member actions require a majority of the votes cast and must be recorded.

Section 2.9 Proxies. Every member entitled to vote at a meeting of members or to express consent or dissent without a meeting may authorize another person or persons to act for him or her by proxy, but no person other than a member shall be so authorized.

Every proxy must be signed by the member or such member’s duly authorized attorney-in-fact and delivered to the Secretary. Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise provided by law.

Section 2.10 Vote. Each member in good standing shall be entitled to one vote on each matter submitted to the members.

Except as otherwise required by law or by the Articles, directors and officers shall be elected by a plurality of the votes cast by members entitled to vote in the election.

Whenever any corporate action is to be taken by vote of the members, it shall, except as otherwise required by law or the Articles or Bylaws, be authorized by a majority of the votes cast at a meeting of members, or votes cast by the members entitled to vote thereon.

Voting on all matters, including the election of directors or officers, may, at the sole discretion and election of the Board, be conducted in person, by proxy where permitted, by mail, by email, by secure electronic voting platform, or by other electronic transmission. Voting may be conducted before an annual or special meeting, without a meeting, or in connection with a meeting. When the annual election of officers or directors is conducted before the annual meeting, the election results shall be announced at the annual meeting.

The Board may establish reasonable rules for nominations, ballot access, voter eligibility, voting credentials, ballot deadlines, vote tabulation, confidentiality, and certification of results. The Secretary, or another person or service designated by the Board, shall preserve the notice, ballot, certification of results, and sufficient records to verify voter eligibility and the outcome of the vote.

In any vote, including vote on the election of directors and/or officers, voters are prohibited from pooling or multiplying their votes to give multiple votes to a single candidate.

Section 2.11 Presiding Officer & Secretary. At any meeting of the members, the President, or the Vice President, or a person designated by the Board to preside at the meeting shall be present, and shall be the presiding officer for the meeting. If neither the Secretary nor an Assistant Secretary is present, the appointee of the person presiding at the meeting shall act as secretary of the meeting.

Section 2.12 Informal Action; Voting by Mail or Electronic Transmission. Unless otherwise restricted by the Articles or these Bylaws, any action required or permitted to be taken by the members at any annual or special meeting, including action on a stated proposal or the election of directors and/or officers, may be taken without a meeting if voting is conducted by a method authorized by the Board of Directors and under rules established by the Board. Authorized voting methods may include mail, email, secure electronic voting platform, or other electronic transmission. No unanimous written consent of members need be sought when these Bylaws authorize voting without a meeting.

Unless otherwise required by law or restricted by the Articles or these Bylaws, the members may also participate in a meeting of the members by means of conference telephone, video conference, webinar, electronic meeting platform, or other telecommunications methods by which persons participating in the meeting can hear or read each other’s communications, and persons can comment, respond, or vote by speaking or writing. Any such participation shall constitute presence in person at the meeting.

ARTICLE III BOARD OF DIRECTORS

Section 3.1 Powers. The business and affairs of the Corporation shall be managed under the direction of the Board of Directors, who shall conduct the annual meeting and special meetings. The Board shall: (a) establish rules for elections and for voting on any other matters that come before the annual meeting or special meetings or are submitted to the members by mail, email, electronic voting platform, or other electronic transmission; (b) fill vacancies of directors or officers between annual meetings; (c) approve expenditures over five hundred dollars ($500) and any commitment of resources that will last more than one year; (d) approve changes in annual dues; and (e) monitor the activities of the Corporation, its officers, committees and members and provide assistance and recommend actions to the Executive Committee and to the members.

Section 3.2 Number and Classification.

The Board of Directors shall consist of eleven (11) directors: the four (4) officers described in Article IV and seven (7) directors-at-large. The Board shall be divided into two classes, designated the "Odd-Year Class" and the "Even-Year Class," as nearly equal in number as practicable, for purposes of staggered Board and officer terms. The Odd-Year Class shall consist of directors whose terms expire at the annual election held in odd-numbered years, and the Even-Year Class shall consist of directors whose terms expire at the annual election held in even-numbered years. Unless otherwise adjusted by the Board to maintain nearly equal classes, the Even-Year class shall consist of (6) seats and the Odd-Year class shall consist of five (5) seats, classified as follows:

A. Even-Year Directors: The President, the Treasurer, and four (4) Directors at Large — six (6) total; and

B. Odd-Year Directors: The Vice President, the Secretary, and three (3) Directors at Large — five (5) total.

Section 3.3 Term of Office. Directors shall be elected to serve for a term of two (2) years, in accordance with the Odd-Year and Even-Year Classes established in Section 3.2. Each director shall hold office until his or her successor has been elected and qualified, or until his or her earlier resignation or removal.

Section 3.4 Election Rotation. Successors to the Odd-Year Class or Even-Year Class, as applicable, shall be elected each year in accordance with the voting procedures set forth in Section 3.6. The results shall be announced at that year’s annual meeting.

Section 3.5 Initial Transition. To establish staggered terms, at the 2026 election (the first election under these revised bylaws) Odd-Year Class shall be elected or reelected for an initial term of one (1) year, and Even-Year Class shall be elected or reelected for a full term of two (2) years. Thereafter, all elections shall be for a two-year term.

Section 3.6 Voting Procedures. Elections for directors shall be conducted by online ballot using the online voting system designated by the Board. The Board shall establish the voting period for each annual election, which shall open no later than ten (10) days prior to the annual meeting and shall close before the start of that meeting. The Board shall provide members with notice of the voting period and instructions for accessing the online ballot in advance of the opening of voting. If two or more candidates are tied for the last available position, the online voting system shall decide the tie automatically at the close of voting by a random selection among the tied candidates. The system shall record the candidates included, the randomization method, the time, and the result. If more than one seat is affected, the system shall include only the candidates tied for the remaining seat or seats. No person shall select the winning candidate.

Section 3.7 New Directorships & Vacancies. Newly-created directorships, resulting from an increase in the number of directors, and vacancies, occurring in the Board for any reason, may be filled from the persons who are then members in good standing, by vote of the members at any annual or special meeting or by any other voting method authorized by these Bylaws; provided however, that if such vacancies are not so filled, the remaining directors, whether or not sufficient to constitute a quorum, may fill a vacancy on the Board of Directors that results from any cause except an increase in the number of directors and a majority of the entire Board of Directors may fill a vacancy that results from an increase in the number of directors. A director selected to fill a vacancy shall serve for the remaining unexpired term of the position filled, and the seat shall remain in its assigned class.

Section 3.8 Removal. Except as otherwise provided by law, any one or more of the directors may be removed with or without cause at any time by affirmative vote of a majority of the members entitled to vote in elections of directors.

Section 3.9 Resignation. Any director may resign at any time upon written notice to the Corporation. Such resignation shall take effect at the time specified therein and no acceptance shall be necessary to make it effective.

Section 3.10 Quorum & Action. Unless a greater proportion is required by law or by the Articles, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and except as provided by law or by the Articles or Bylaws, the action of a majority of the directors present at a meeting at which a quorum is present shall be the action of the Board.

Section 3.11 Meetings. An annual meeting of the Board of Directors shall be held each year immediately after the annual meeting of members, and may be adjourned and re-convened as the President deems appropriate. This meeting shall include both outgoing and incoming Board members and be chaired by the incoming President, or, in years when the presidency is not on the ballot, by the sitting President. Regular and special meetings of the Board may be held at times and places and through means of communication of the Board’s choosing. Special meetings of the Board may be held at any time whenever called by the President, or by any two directors. The President shall serve as Chairman of the Board and will be responsible for scheduling meetings of the Board and for ensuring the actions taken by the Board comply with the Articles and Bylaws.

Section 3.12 Informal Actions; Meetings by Conference Telephone. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if a unanimous written consent that sets forth the action is (a) signed by each member of the Board; and (b) is filed with the minutes of proceedings of the Board.

Members of the Board may participate in a meeting by means of conference telephone, email, webinar, web-based polling, or other telecommunication means if all persons participating in the meeting can hear or read each other’s communications. Participation in a meeting by any such means shall constitute presence in person at the meeting.

Section 3.13 Compensation of Directors. Directors may be reimbursed for expenses incurred in performance of their duties to the Corporation in reasonable amounts as approved by a majority of the entire Board.

ARTICLE IV OFFICERS & EXECUTIVE COMMITTEE

Section 4.1 Officers. The offices of President, Vice President, Secretary, and Treasurer shall compose the Executive Committee. Any two or more offices, except those of President and Vice President, may be held by the same person.

Each person elected to serve as an officer or director must be a member in good standing of the Corporation at the time of election and throughout their term.

An elected officer or director who ceases to be a member in good standing during his or her term shall have seven (7) days from the date of notice of such deficiency to cure it. If not cured within that period, the elected officer or director shall be deemed to have vacated that office, and the resulting vacancy shall be filled in accordance with Section 3.7.

Maintaining good standing is each elected officer’s and director’s own responsibility.

Section 4.2 Term of Office. Each officer shall hold office for the term of two years. Except as otherwise provided by law, any one or more of the officers may be removed with or without cause at any time by affirmative vote of a majority of the members entitled to vote in elections of officers.

Section 4.3 Resignation and Vacancies. Any officer may resign at any time by giving written notice to the Corporation. Such resignation shall take effect at the time specified therein and no acceptance shall be necessary to make it effective.

Upon the resignation, removal, death, incapacity, or disqualification of an elected officer, the vacancy shall be filled in the manner provided in Section 3.7, and the person selected to fill the vacancy shall serve for the remaining unexpired term of the office.

Section 4.4 Powers & Duties of Board Members.

A. President. The President shall serve as the chief executive officer of the Corporation. The President shall preside at all meetings of the Board and the Executive Committee and, subject to the supervision of the Board, shall perform all duties customary to that office and shall supervise and control all of the affairs of the Corporation in accordance with policies and directives approved by the Board. The President shall delegate responsibilities for action or activities to directors, officers, individual members and/or committees, and appoint members to carry out activities of the Corporation, such as the short course, website, newsletter, programs at fairs and public events, nominations for directors and/or officers, and other functions requiring the coordination and support of members.

B. Vice President. In the absence of the President or in the event of his or her inability or refusal to act, the Vice President shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall oversee the development, scheduling, and promotion of programs for meetings in consultation with the Board. The Vice President shall perform such other duties and have such other powers as the Board may from time to time prescribe by standing or special resolution, or as the President may from time to time provide, subject to the powers and the supervision of the Board.

C. Secretary. The Secretary shall be responsible for the keeping of an accurate record of the proceedings of all meetings of the Board, shall give or cause to be given all notices in accordance with these Bylaws or as required by law, and, in general, shall perform all duties customary to the office of Secretary. Without limiting the generality of the foregoing, the Secretary shall keep a record of all members in good standing of the Corporation, maintain an inventory of physical assets of the Corporation, prepare and keep minutes of all annual and special meetings of members, and maintain the Corporation’s records, including, without limitations, Articles, Bylaws, website screenshots and/or source code, newsletters, correspondence of the Board and Executive Committee, actions of the Board and notices to and action of the members at annual and special meetings. The Secretary shall have custody of the corporate seal of the Corporation, if any; and he or she shall have authority to affix the same to any instrument requiring it; and, when so affixed, it may be attested to by his or her signature. The Board may give general authority to any officer to affix the seal of the Corporation, if any, and to attest the affixing by his or her signature.

D. Treasurer. The Treasurer is responsible for all financial matters of the Corporation, including the filing of required forms as required to maintain the Corporation’s non-profit status with the State of Maryland and the Internal Revenue Service. The Treasurer shall keep or cause to be kept complete and accurate accounts of receipts and disbursements of the Corporation, and shall deposit all monies and other valuable property of the Corporation in the name and to the credit of the Corporation in such banks and depositories as the Board may designate. Whenever required by the Board, the Treasurer shall render a statement of accounts. The Treasurer shall at all reasonable times exhibit the books and accounts to any officer or director of the Corporation, and shall perform all duties incident to the office of Treasurer, subject to the supervision of the Board, and such other duties as shall from time to time be assigned by the Board. Without limiting the generality of the foregoing, the Treasurer shall establish and maintain the Corporation’s bank account, receive and disburse the funds of the Corporation, record and report all transactions in such funds, including receipt of membership dues, receipt of donations in cash, property and/or services, provide a record of dues paying members to the Secretary, prepare and provide an annual financial report. The Treasurer shall, if required by the Board, give such bond or security for the faithful performance of his or her duties as the Board may require.

E. Directors at Large. Duties and responsibilities shall include:

1. Attend and participate in regular and special meetings of the Board of Directors;

2. Represent the interests and views of the general membership in Board deliberations;

3. Proactively identify, propose, and lead initiatives, programs, or committees that advance the Corporation’s mission;

4. Serve on, or chair, committees and initiatives as self-selected, volunteered for, or appointed by the President or the Board;

5. Assist in the planning and execution of Corporation programs, events, and educational activities;

6. Exercise the same fiduciary duty of care, loyalty, and obedience to the Corporation as all other Directors.

The Board encourages Directors at Large to view their service as preparation for potential future Officer roles.

Section 4.5 Agents & Employees. The Board may appoint agents and employees who shall have such authority and perform such duties as may be prescribed by the Board. The Board may remove any agent or employee at any time with or without cause. Removal without cause shall be without prejudice to such person’s contract rights, if any, and the appointment of such person shall not itself create contract rights.

Section 4.6 Compensation of Agents & Employees.

The Corporation may pay compensation in reasonable amounts to agents and employees for services rendered, such amounts to be fixed by the Board or, if the Board delegates power to any officer or officers, then by such officer or officers.

The Board may require officers, agents or employees to give security for the faithful performance of their duties.

ARTICLE V GENERAL PROVISIONS

Section 5.1 Fiscal Year. The fiscal year of the Corporation shall be the calendar year.

Section 5.2 Corporate Seal. The corporate seal shall be circular in form, shall have the name of the Corporation inscribed thereon and shall contain the words “Corporate Seal” and “Maryland” and the year the Corporation was formed in the center, or shall be in such form as may be approved from time to time by the Board. As permitted by Maryland law, placing the word “(seal)” adjacent to the signature of the person authorized to sign a document on behalf of the Corporation satisfies any requirement for a corporate seal.

Section 5.3 Checks, Notes & Contracts. The Board shall determine who shall be authorized from time to time on the Corporation’s behalf to sign checks, drafts or other orders for payment of money; to sign acceptances, notes or other evidences of indebtedness; to enter into contracts; or to execute and deliver other documents and instruments.

Section 5.4 Books & Records. The Corporation shall keep at its office, or in suitable and secure electronic locations accessible by officers of the Corporation, correct and complete books and records of account, the activities and transactions of the Corporation, minutes of the proceedings of the Board, and a current list of members, directors and officers of the Corporation and their residence and email addresses. Any of the books, minutes and records of the Corporation may be in written form or in any other form capable of being converted into written form within a reasonable time.

Section 5.5 Amendment of Articles of Incorporation and Bylaws. The Articles of Incorporation of the Corporation may be amended only in accordance with the Maryland General Corporation Law, which requires (a) adoption of a resolution by the Board of Directors setting forth the proposed amendment and declaring it advisable, and (b) approval by the affirmative vote of at least two-thirds (2/3) of all votes entitled to be cast by the members, voted at an annual or special meeting called for that purpose following notice given in accordance with Section 2.6. The Bylaws of the Corporation may be adopted, altered, or repealed in whole or in part by a majority of the Board of Directors then in office.

Section 5.6 Distribution Upon Dissolution. The Corporation may be voluntarily dissolved only upon (a) the adoption of a resolution by a majority of the Board of Directors then in office declaring that dissolution of the Corporation is advisable, and (b) approval by the affirmative vote of at least two-thirds (2/3) of all votes entitled to be cast by members in good standing, voted at a meeting of the members called for that purpose or by any other voting method authorized under Section 2.12. Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Section 5.7 Conflict of Interest Policy. The Corporation shall adopt a Conflict of Interest Policy, to be signed by each Officer and Director of the Corporation, the purpose of which is to protect the interest of the Corporation when entering into a transaction or arrangement that might benefit the private interest or an officer, director or member of the Corporation. This policy will supplement but not replace any applicable state and federal laws governing conflict of interest applicable to the Corporation.