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By-Laws of Market Center Association, Inc.

Article I | Article II | Article III | Article IV | Article V | Article VI | Article VII | Article VIII | Article IX | Article X

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ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 1. Fiscal Year. The fiscal year of the Association shall be such as shall be duly designated by the Board of Directors.

Section 2. Notices. Whenever, under the provisions of these By-Laws, notice is required to be given to any Member/Licensee, Director or Officer, it shall be construed to mean either written notice personally served against written receipt, notice in writing transmitted by mail, by depositing the same in a post office or letter box, in a post-paid sealed wrapper, addressed to each Member/Licensee, Director or Officer at the general post office situated in the city or county of his residence or through a secure electronic means, and such notice shall be deemed to be given at the time the same shall be thus mailed or electronically sent. Any Member/Licensee, Director or Officer may waive any notice required to be given under these By-Laws.

Section 3. General Counsel. The Board of Directors may appoint a general counsel who shall have dominion over all matters of legal import concerning the Association. It shall be the duty of the Officers and the members of the Board of Directors to consult with the general counsel (if any be appointed) from time to time, as such legal matters may arise. In addition, at the sole discretion of the Board of directors, the Officers and the members of the Board of Directors may consult with the Department of Law of the City of Baltimore with regard to matters of special concern to the City.

Section 4. Corporate Seal. The Board of Directors may provide a suitable seal, bearing the name of the Association, which shall be in the charge of the Secretary. The Board of Directors may authorize one or more duplicate seals and provide for the custody thereof. Whenever the Association is required to place its corporate seal to a document, it shall be sufficient to meet the requirements of any law, rule or regulation relating to a corporate seal to place the word “(seal)” adjacent to the signature of the authorized officer.

Section 5. Books and Records. The Association shall keep correct and complete books and records of its accounts and transactions and minutes of the proceedings of its Members/Licensees and Board of Directors and of any executive or other committee when exercising any of the powers of the Board of Directors. The books and records of the Association may be in written form or in any other form, which can be converted within a reasonable time into written form for visual inspection. Minutes shall be recorded in written form but may be maintained in the form of a reproduction.

Section 6. Bonds. The Board of directors may require any officer, agent or employee of the Association to give a bond to the Association, conditioned upon the faithful discharge of his duties, with one or more sureties and in such amount as may be satisfactory to the Board of Directors. The Board of Directors, by majority vote thereof, may reimburse any officer, agent or employee of the Association for the costs of said bond.

Section 7. Severability. The invalidity of any provision of these By-Laws shall not affect the validity of any other provision, and each provision shall be enforced to the extent permitted by law.




Bylaws 2009 version 4/22/09