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Articles of Incorporation and Bylaws

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Draft Articles of Incorporation and Bylaws for a fictitious 501(c)(3) nonprofit (Battered Women and Children) being incorporated in MD or DC, preferably with members.

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Solution Summary

This solution provides the student with a comprehensive and original 'sample' articles of incorporation and bylaws for a fictitious (in this case, battered women and children) nonprofit organization.

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Constitution and Bylaws of The Women & Children Center


Section 1: The name of this organization shall be The Women & Children Center.

Section 2: The Women & Children Center is a nonprofit organization that provides support, education, and advocacy throughout the State of Maryland on behalf of women and their children affected by domestic violence.


Section 1: Members accept the mission of The Women & Children Center and pay annual dues. A member may be one individual or a family of individuals living in one household that is counted as one for the purposes of paying dues and voting. Members elect the Board and amend the Bylaws.

Section 2: Board positions are open to any organization member. Office positions are open to any board member in good standing.


Section 1: The Board of Directors shall be comprised of members in good standing of The Women & Children Center. The Board of Directors shall establish the policies of The Women & Children Center and shall have the power of the organization between meetings of the organization's membership unless otherwise specific in the Articles of Organization, Articles of Incorporation or these Bylaws.

Section 2: The term of office of directors is three (3) years.

Section 3: Vacancies that occur on the Board of Directors in between annual meetings shall be temporarily filled by an appointment of the Executive Committee of the Board of Directors. Directors serving in temporary appointments will be put to vote before the full membership at the next annual meeting.

Section 4: Board members must attend every Board meeting or be excused. Any Board Member who shall have been absent for two (2) consecutive regular meetings of the Board of Directors without just cause as determined by the Board of Directors shall automatically vacate the seat on the Board and the vacancy shall be filled as provided by these Bylaws; however, the Board shall consider each absence of a Board Member as separate circumstances and may expressly waive such absence by a two-thirds (2/3) vote of the members present at that meeting. Board members who are unwilling or unable to fulfill the duties required of them will be subject to dismissal by two-thirds (2/3) vote of the Board members present at a Board meeting.

Section 5: Subject to the provisions of The Women & Children Center Maryland Nonprofit Law and any limitations in the Articles of Incorporation and these Bylaws relating to action required to be approved by the members, the business and affairs of the corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board of Directors.

Section 6: All Board members are required to sign The Women & Children Center Conflict of Interest disclosure form annually. Failure of new or current Board members to sign this form within thirty (30) days of receipt will result in automatic dismissal from the Board.


Section 1: The President shall preside at all meetings and serve as ex-officio member of all committees except the nominating committee. The ...

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