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Section 1- 1
THE RESTAURANT ASSOCIATION OF MARYLAND, INC.
BY-LAWS

Article I

NAME

The name of this corporation is the Restaurant Association of Maryland, Inc.
(Incorporated not for pecuniary profit, organized under the Laws of
Maryland).

Article II

DEFINITIONS

For the purpose of these By-Laws, a restaurant/foodservice operation is
defined as any establishment or unit thereof which has as its objective the
preparation, serving, or selling of meals, or meal items, to the general public
or any segment thereof.

All references to the male pronoun in these By-Laws shall be understood to
refer to either male or female.

Article III

OBJECTIVES

The objectives for which it is formed is to unite restaurateurs/foodservice
operators of the State of Maryland in the furtherance of all proper and
legitimate agencies and means of the following purposes and objectives to:

1. Promote cooperative endeavor among the operators, members and any
person who is an executive officer or acts in a managerial capacity in a
restaurant/foodservice operation, throughout the State of Maryland.

2. Foster and promote a spirit of fraternity and good will among its members
and to advance on broad equitable lines the welfare of the
restaurant/foodservice industry.

Section 1- 2
3. To maintain for the restaurant/foodservice industry a place among the
respected industries and professions.

4. Oppose improper methods and unethical practices inimical to the right
conduct of business so that honorable and fair competition may prevail.

5. Protect the interests of its members and the restaurant/foodservice
industry in legislative matters by sponsoring proper and necessary legislation
and opposing detrimental legislation.

6. Disseminate useful information and inspire members to educate
themselves in the scientific and practical features of their business.

7. Build and maintain respect and appreciation on the part of the public for
the restaurant/foodservice industry.

8. Encourage research in the improvement of the food products used by
restaurant/foodservice operations to safeguard public health.

9. Assist in the enactment and enforcement of local, state and federal pure
food and sanitation laws.

10. Promote harmonious relations with allied industries, in order that food
products may be sold to consumers at the lowest possible cost.

11. Encourage the participation of its members in community and civic
activities.

12. Generally, do all acts and things permitted to a non-stock corporation
under the Laws of the State of Maryland, deemed to be for the benefit of the
restaurant/foodservice industry throughout the State of Maryland. It shall
not be deemed to be within the purposes or objectives of this Association to:
a. Enter into or act upon controversies between individual members on the
one hand and the restaurant/foodservice industry of the State of Maryland,
general, on the other;
b. Take part in matters affecting the interest of one or more individual
members of the Association as opposed to the interests of the majority of
members of restaurants and foodservice facilities operated throughout the
State.

Section 1- 3
Article IV

MEMBERSHIP - DUES

1. THE MEMBERS OF THIS ASSOCIATION SHALL CONSIST OF THE
FOLLOWING CLASSES:
A. Industry Members. Any firm, group, corporation or individual of good
character owning or operating a business or department of a business having
as its purpose the preparation and service of food to the public for profit is
eligible for membership in the Association. Each member establishment
shall designate on its application or in writing from time to time its
authorized representative who shall be its owner, manager, or other person
engaged in overall management who shall be entitled to one vote on behalf
of such member establishment.

B. Allied Industry Members. Any person, firm or corporation of good
standing servicing the foodservice industry, but not operating a foodservice
establishment, may be admitted as an Allied Industry Member under such
terms and conditions as may be from time to time promulgated by the Board
of Directors. Allied Industry Members shall not be entitled to notice or to
vote at any general membership meeting of the Association or to hold office
therein.

C. Other Members
Educational: Any teacher or student/apprentice properly positioned in a
state-accredited school, college or institution teaching or studying
restaurant/foodservice courses is eligible for educational membership in this
Association. Educational Members shall not be entitled to notice or to vote
at any general membership meeting of the Association or to hold office
therein.

Non-Profit: Any firm, corporation, or institution or individual engaged in a
non-profit enterprise that is directly involved in the foodservice industry is
eligible for non-profit membership. Non-Profit members shall not be
entitled to notice or to vote at any general membership meeting of the
Association or to hold office therein.

Retired: Any former member of the Association who has paid dues to the
Association for at least a year prior to retirement shall be eligible for Retired

Section 1- 4
membership. Retired members shall not be entitled to notice or to vote at
any general membership meeting of the Association or to hold office therein.

1. Honorary membership may be bestowed by the Board of Directors on
any person or persons, who have rendered valuable service to the restaurant
industry. Honorary members shall pay no dues and have no vote.

2. Admission to membership shall be on approval by the Board of Directors
or in such other manner, or under such terms as the Board of Directors may
provide. After admission, membership shall continue, if qualified, until
terminated by death or resignation, by delinquency in the payment of dues,
or by suspension or cancellation with cause by action of the Board of
Directors, after notice and hearing.

3. Membership in the Association shall be no endorsement nor guarantee of
the product or service of the particular member.

4. The annual dues of members of the Association shall be in such amounts
and payable on such terms, as are determined from time to time by the Board
of Directors.

5. Members who fail to pay their dues within ninety (90) days from the due
date shall be notified in writing and if payment is not made by the tenth of
the following month, the member shall be suspended without further notice
and without hearing, be dropped from the rolls and thereupon forfeit all
rights and privileges of membership; provided that the Executive Committee
may by rule prescribe procedures for extending the time for payment of dues
and continuation of membership privileges upon request of a member and
for good cause shown.

6. The members of the Association may be divided into geographical and/or
interest divisions. Such divisions may form and fully develop organizations
(chapters) auxiliary to the Association for purposes of coordinating and
aiding in the general purposes of the Association. A chapter shall promote
and abide by the By-laws and policies of the Association. All dues shall be
at the established Association dues schedule and shall be paid directly to the
Association.

Section 1- 5
Such divisional organizations (chapters) of the Association shall act on all
local matters, keeping the Association President/CEO properly informed.
Any questions or concerns relative to state or national matters shall be
submitted to the Association office to be included on the agenda of the next
meeting of the Board of Directors, or referred to the Executive Committee if
of urgent nature.

Article V

MEETINGS

1. The Association shall meet on such times and dates as determined from
time to time by the Board of Directors. Notice thereof shall be sent to all
members not less than five (5) days before the date selected.

2. Special meetings of the Association may be called by the Chairman or at
the request of (17) members of the Board of Directors. Notice of any such
meetings shall be sent to all members not less than five (5) days in advance
of the date so set for said meeting.

3. At all general membership meetings of the Association ten (10) shall
constitute a quorum.

4. The order of business for regular and business meetings shall be as
provided by the Board of Directors.

5. The usual parliamentary rules as laid down in "Robert's Rules of Order",
newly revised, shall govern all deliberations, when not in conflict with these
bylaws.

6. Voting may be in person, or by mailed ballot, by faxed OR EMAILED
ballot.

Article VI

ANNUAL ELECTION

1. The Board of Directors shall set the date for the Annual Meeting.

Section 1- 6
2. At this annual meeting, there shall be an election of a Chairman, 1st Vice
Chairman, 2nd Vice Chairman, 3rd Vice Chairman, a Secretary and a
Treasurer.

3. The term of each officer shall begin on January 1 JULY 1 and shall
continue for one (1) year, or until his successor shall have been elected or
selected. No officer may serve more than one consecutive full term in the
same office.

Article VII

Board of Directors

1. The governing body of the Association shall be the Board of Directors. It
shall be composed of the Chairman, 1st Vice Chairman, 2nd Vice Chairman,
3rd Vice Chairman, the Secretary, the Treasurer, the Immediate Past
Chairman, eighteen (18) Restaurant/Foodservice Operators, nine (9) Allied
Industry Members, one (1) Chairman of the Board of the Maryland
Hospitality Education Foundation, and one (1) Chairman of the Maryland
Restaurant and Hospitality Self Insurance Fund.

This shall make a total of thirty-six (36) members, all of whom shall have an
equal vote. In addition, all Past Presidents of the Association are eligible to
serve as voting members of the Board of Directors, provided that a Past
Chairman has attended at least three (3) out of the four (4) Board meetings
immediately preceding the meeting in question. Chapter Chairs are
recognized as voting members of the Board of Directors during their tenure
as Chair of their local chapter.

In selecting members for the Board of Directors, it is the intention that each
chapter, each region of the state, and the various segments of the Industry be
represented.

No more than one person from any member company may serve as a
Director at any given time.

Section 1- 7
Directors shall execute duties as outlined in the Association's Policies and
Procedures. Except under unusually mitigating circumstances, Directors are
required to attend 75% of the Board meetings each year.

The term of office for restaurant/foodservice members shall be for three
years, with six (6) being appointed each year. The term of office for Allied
Industry Members is three years (3), with two (2) Allied Industry members
being appointed each year. Board members may succeed themselves in
office for an additional three (3) year term.

Director Emeritus status may be given at the discretion of the Board.
Director Emeritus members shall pay no dues. They may take part in the
discussions at Board meetings but shall have no vote.

2. The Board of Directors shall meet on such dates, places and time as the
Board shall direct, but not less than four times annually. Additional
meetings may be held at the call of the Chairman, and shall be called upon
demand of a majority of its members. Notice of all regular meetings of the
Board of Directors shall be sent by mail or some other means of transmittal
to each member of the Board at his last recorded address at least ten (10)
days in advance of such meetings.

3. The Board of Directors shall be charged with the duty of whatever is
necessary in the furtherance of the purposes of this Association in the
attaining of its objectives. It shall exercise general control and supervision
over all of the activities of this Association, its committees and its
publications. The Board of Directors may, for acts deemed detrimental to
the best interests of the Association, suspend
a member by a majority vote or expel by a three-fourths (3/4) vote, provided
he has been served with a copy of the charges and been given an opportunity
for a hearing before final action is taken on such suspension or expulsion.

a. Any director may be removed for cause at any time by a
resolution of the Board of Directors, provided that such
Director, prior to his removal, shall have received a copy of the charges
against him, delivered to him personally or by mail at his address appearing
on the records of the Restaurant Association of Maryland at his address at
least ten days prior to the adoption of such resolution, and be given an
opportunity to be heard on such charges at a meeting of the full Board of
Directors called for such purpose.

Section 1- 8
b. The Chairman of the Board of Directors or their designee may appoint a
committee of at least three (3) Directors to hear such charges and make a
recommendation to the full Board of Directors.

4. Seventeen (17) members of the Board of Directors shall constitute a
quorum for the transaction of business.

5. Any vacancies occurring on the Board of Directors may be filled by
appointment of the Chairman for the balance of the unexpired term.

6. The Board of Directors or a committee of the board may participate in a
meeting by means of a conference telephone or similar communications
equipment if all persons participating in the meeting can hear each other at
the same time.

7. The Board may adopt such rules and regulations for the conduct of its
meetings and the affairs of the Association as it may deem proper; provided,
that such rules and regulations are not inconsistent with the charter or By-
Laws of the Association of Maryland Law. Otherwise, the usual
parliamentary rules as laid down in "Robert's Rules of Order", newly
revised, shall govern all deliberations.

ARTICLE VIII

OFFICERS

The Officers of this Association shall be a Chairman, 1st Vice Chairman,
2nd Vice Chairman, 3rd Vice Chairman, a Treasurer and a Secretary
selected from the Board of Directors. These officers shall comprise the
Executive Committee.

All Officers shall serve without compensation.

Section 1

DUTIES OF THE CHAIRMAN

Section 1- 9
The Chairman shall preside at all meetings of the Association and the Board
of Directors. He shall appoint committees whose selection shall not be
otherwise provided for and shall perform the usual and customary duties of
the Chairman and shall be a member, ex-officio, of all committees except
the Nominating Committee. It shall be his duty, at any time that he is unable
to attend any meetings of the Association or Board of Directors, to notify the
Vice Chairman in advance of such meeting. He shall be empowered at his
own discretion to call special meetings of the Board of Directors or upon
written request of seventeen (17) members of the Board of Directors.

The Chairman, in consultation with the Executive Committee, shall appoint
a Board of Directors as specified in Article VII, Section 1.

The Chairman, with the approval of the Board of Directors, shall appoint a
Nominating Committee.

The Chairman shall execute additional duties as included in the
Association's Policies and Procedures.

In the event of a vacancy in the office of the Chairman, the 1st Vice
Chairman shall succeed him in office. In the event of vacancies in other
offices, the office may remain vacant or may be filled by a Presidential
appointment until the next election.

Section 2

DUTIES OF THE 1ST VICE CHAIRMAN

The 1st Vice Chairman in the absence of the Chairman, shall preside at all
meetings and shall perform such other duties as may be assigned to him by
the Chairman or the Board of Directors. In addition to the aforementioned,
he shall perform all other duties as assigned to the Vice Presidents in Section
3 below.

Section 3

DUTIES OF THE VICE CHAIRMEN

Section 1- 10
The Vice Chairmen, in the order designated by their election, shall perform
the duties of the Chairman in the absence of the Chairman or his inability or
refusal to act, and shall at all times aid and assist the Chairman in the
discharge of his duties. The Vice Chairmen may perform such other duties
as may be from time to time assigned to them.

The Vice Chairmen, as directed by the Chairman, shall serve as chairpersons
of various committees. The Vice Chairmen shall execute additional duties as
included in the Association's Policies and Procedures.

Section 4

DUTIES OF THE TREASURER

The Treasurer shall arrange for a true and accurate record of account of all
receipts and expenditures, which shall be audited annually by an Auditor
appointed by the Board of Directors. The Treasurer shall render a quarterly
report to the Board of Directors.

The Board of Directors may appoint an Assistant Treasurer with such
powers and duties as deemed proper.

The records of the Association's financial transactions shall always be made
available to the Board of Directors.

The Treasurer, along with the Chairman, the President and the Finance
Committee, shall prepare and submit an annual budget to the Board of
Directors. The Treasurer shall execute additional duties as included in the
Association's Policies and Procedures.

The Treasurer shall serve as the chairman of the Finance Committee.

Section 5

DUTIES OF THE SECRETARY

The Secretary of the Association shall see to it that full and accurate
Minutes of all meetings of the Association and its Board of Directors are
kept and that the same are preserved at the Association headquarters. The
Secretary shall be responsible for attendance records of the Board of

Section 1- 11
Directors. The Secretary shall execute additional duties as included in the
Association's Policies and Procedure.

DUTIES OF THE PRESIDENT/CEO

The Board of Directors shall employ a President. The President shall be
employed for such term and upon such conditions as the Board may deem
proper, and shall not be an elected or dues paying member of the
Association.

The duties of the President/CEO shall be:

1. To give notice of and attend all meetings of the Association and its Board
of Directors and keep a record of the proceedings.

2. To conduct and keep all correspondence of the Association and maintain
all necessary records of membership.

3. To carry into execution all orders, votes and resolutions not otherwise
committed.

4. To receive and deposit all moneys due the Association in the bank or
banks approved by the Board of Directors and see that all accounts payable
of the Association are paid promptly.

5. Cause to be kept full and accurate accounting of all receipts and
disbursements in books belonging to the Association.

6. To be responsible for supervising and maintaining the staff of the
Association, with full authority to fill vacancies, set salaries within job
description parameters, and train, discipline, discharge and assign work to
staff personnel.

7. To generally devote their best efforts to forwarding the business of and
advancing the interest in the Association.

8. To promote membership in the Association.

Section 1- 12
9. The President shall execute additional duties as included in the
Association's Policies and Procedures, and any other duties as may be
assigned by the Board of Directors.

Article IX

COMMITTEES

There shall be certain standing committees established which will meet as
often as necessary in order to discharge the assigned committee
responsibilities. Committees shall report to the Board of Directors as
appropriate. The standing committees shall be as follows and shall perform
the duties that customarily pertain to that committee and as outlined in the
Policies and Procedures of the Association. Standing Committees include,
but are not limited to: Executive, Finance, Nominating, Membership,
Legislation GOVERNMENT RELATIONS, Education, By-Laws.

Section 1

EXECUTIVE COMMITTEE

The Chairman shall be empowered to call meetings of the Executive
Committee or a meeting may be called at the written request of at least four
(4) members of the Executive Committee. The Executive Committee shall
meet at least six (6) times a year and consist of the following Officers:
Chairman, (3) Vice Chairmen, Secretary, Treasurer and the Immediate Past
Chairman. It shall be the duty of this Committee to have general supervision
over the affairs of the Association during the interim between meetings of
the Board of Directors to the extent permitted by the Association's Policies
and Procedures. The Chairman shall report in writing to the Board of
Directors at its next meeting all decisions and actions taken by the Executive
Committee and the names of the members thereof in attendance.

A quorum of the Executive Committee shall consist of five (5).

The President serves as the staff advisor to the Executive Committee and is
required to attend all meetings of the Executive Committee.

Section 2

Section 1- 13
FINANCE COMMITTEE

The Finance Committee of the Restaurant Association shall be composed of
the Chairman, the Treasurer, the most immediate Past Chairman in good
standing and four (4) members of the Association in good standing to be
appointed by the Nominating Committee and approved by the board. This
committee shall review the budget prepared by the President and its report,
along with the budget, shall be referred to the Executive Committee and the
Board of Directors for final approval. The Committee shall advise the
Association on financial matters and take such other actions as permitted in
the Association's Policy and Procedure Manual. The Committee shall keep
minutes of all actions taken which shall be presented to the Board at its next
meeting.

Four (4) members present in person or by means of a conference telephone
or similar communications equipment with which all persons participating in
the meeting can hear each other at the same time shall constitute a quorum
for the transaction of business at a Finance Committee meeting.

Section 3

NOMINATING COMMITTEE

There shall be a Nominating Committee appointed by the Chairman
composed of five members in good standing, with at least one (1) being a
Past Chairman in good standing. Its duties shall be to nominate candidates
for Chairman, 1st Vice Chairman, 2nd Vice Chairman, 3rd Vice Chairman,
the Secretary and Treasurer. A written report of the Nominating Committee's
selection must be filed with the President and all Board Members at least
five (5) days before a Board meeting. All nominations for Officers shall be
submitted by the Nominating Committee to the Board of Directors for
approval before being submitted to the membership at their annual meeting.
Nominations from the floor may be made at the annual meeting by a
member for another member who has agreed to serve and providing both are
bona fide voting members of the Association in good standing and providing
that the nominee meets all the qualifications for the office.

Section 4

Section 1- 14
MEMBERSHIP COMMITTEE

There shall be a Membership Committee composed of at least five (5)
members appointed by the Chairman of the Association.

Section 5

COMMITTEE ON LEGISLATION

There shall be a Committee on Legislation composed of at least three (3)
members appointed by the Chairman of the Association.

Section 6

BY-LAWS

The Chairman shall appoint a By-Laws Committee.

Section 7

SPECIAL COMMITTEES

The Chairman shall appoint all Committees with the approval of the Board
of Directors with the purpose that all matters coming before the Board of
Directors may be properly assigned to an existing Committee, obviating the
necessity of creating any Special Committees. The Chairman shall appoint
Special Committees from time to time if they are found to be necessary in
his judgment. The duties of such Committees to be prescribed upon their
appointment, for the purpose of fact finding and to report results to the
Executive V.P. PRESIDENT AND CEO to be added as part of the agenda at
the next regularly scheduled or special Board of Directors meeting for
approval.

Article X

AMENDMENTS

Section 1- 15
These By Laws may be amended by submitting to the Chairman, in
writing, the proposed amendment or amendments. The Chairman shall
submit such proposed amendment or amendments to a By-Laws Committee
for its consideration and submission of its report to the Board of Directors.
Upon approval by a two-thirds (2/3) vote of the Board of Directors, the
proposed amendment or amendments will be submitted to the general
membership for a vote. A two-thirds (2/3) vote of the voting members
present will be necessary for ratification.

Article XI

INDEMNIFICATION

Insofar as permitted by law, the Association shall indemnify and save
harmless each Director or Officer now or hereafter serving the Association,
whether or not then in office, except in relation to matters in which Director
or Officer shall have been guilty of gross negligence or bad faith, from and
against any and all claims, liabilities, penalties, forfeitures and fines, to
which he may be or become subject by reason of his becoming a Director or
Officer of the Association, including the cost of reasonable settlements made
with the approval of the majority of the Board of Directors of the
Association (other than those involved) even though less than a quorum and
in addition shall reimburse each such Director or Officer for all legal or
other expenses reasonably incurred in the defense of such proceeding to
enforce or collect any such claim, liability, penalty, forfeiture or fine, or
shall assume the burden of such defense, whichever the Association shall
elect to do.

To the fullest extent permitted by Maryland statutory or decisional law, as
amended or interpreted, no Director or Officer of this Association shall be
personally liable to the Association or its members for money damages. No
amendments of the Charter of the Association or the repeal of any of its
provisions shall limit or eliminate the benefits provided to Directors and
Officers under this provision with respect to any act or omission which
occurred prior to such amendment or repeal.

November, 1994
APPROVED 3/96

Section 1- 16
APPROVED 4/96
APPROVED 6/96
REVISIONS APPROVED 10/96
REVISIONS APPROVED 12/00

Restaurant Association of Maryland

Chapter Bylaws

Article I

Name and Purpose

Section 1: The name of this organization shall be the “Anne Arundel County
Restaurant Association a Chapter of The Restaurant Association of
Maryland”, under the Jurisdiction of and chartered by the Restaurant
Association of Maryland, Inc.

Section 2: The Anne Arundel County Restaurant Association is organized to
implement the objectives of The Restaurant Association of Maryland and the
following purposes:

A. Promote cooperative endeavor among the operators, members
and any person who is an executive officer or acts in a
managerial capacity in a restaurant/foodservice operation,
throughout the state of Maryland.

B. Foster and promote a spirit of fraternity and good will among its
members and to advance on broad equitable lines the welfare of
the restaurant/food-service industry.

C. To maintain for the restaurant/foodservice industry a place
among the respected industries and professions.

D. Oppose improper methods and unethical practices inimical to
the right conduct of business so that honorable and fair
competition may prevail.

Section 1- 17
E. Protect the interests of its members and the
restaurant/foodservice industry in legislative matters by
sponsoring proper and necessary legislation and opposing
detrimental legislation.

F. Disseminate useful information and inspire members to educate
themselves in the scientific and practical features of their
business.

G. Build and maintain respect and appreciation on the part of the
public for the restaurant/foodservice industry.

H. Encourage research in the improvement of the food products
used by restaurants/foodservice operations to safeguard public
health.

I. Assist in the enactment’s and enforcement of local, state and
federal pure food and sanitation laws.

J. Promote harmonious relations with allied industries, in order
that food products may be sold to consumers at the lowest
possible cost.

K. Encourage the participation of its members in community and
civic activities.

L. Generally, do all acts and things permitted to a non-stock
corporation under the laws of the State of Maryland. It shall not
be deemed to be within the purposes or objectives of the Anne
Arundel County Restaurant Association to:
a. Enter into or act upon controversies between individual
members on the one hand and the restaurant/foodservice
industry of Anne Arundel County, Maryland.
b. Take part in matters affecting the interest of one or more
individual Members of the Association as opposed to the
interests of the majority of members of restaurants and
foodservice facilities operated throughout Anne Arundel
County, Maryland.

Section 1- 18
Section 3: The Anne Arundel County Restaurant Association Chapter will
be non-partisan, non-sectarian, and non-profit.

Section 4: The Chapter shall not perform service for any individual member
or business, but work specifically for the betterment of the entire foodservice
community.

Article II

Membership

Section 1: Membership in the Anne Arundel County Restaurant Association
Chapters a direct benefit of membership in the Restaurant Association of
Maryland. Any Restaurant Association of Maryland industry member
operating in Anne Arundel County is a member of his local chapter and the
National Restaurant Association.

Section 2. Only members of the Restaurant Association of Maryland
operating in Anne Arundel County may belong to this chapter.

Section 3. In no instance shall local dues be levied upon members of the
Restaurant Association of Maryland.

Article III

Meetings

Section 1. The Chapter shall hold an annual meeting. The place and date to
be determined by the Chapter Board of Directors. The meeting shall be for
the election of officers and other business before the Chapter.

Section 2. Special meetings may be called by a majority of the chapter
officers.

Section 3. Seven people of the current membership shall constitute a
quorum for the transaction of any business at the annual, any regular or
special meeting of the membership.

Section 1- 19
Section 4. “Robert’s Rules of Order-Revised” shall be the parliamentary
authority for all matters of procedure not specifically covered by these
bylaws.

Article IV

Officers

Section 1. The Chapter shall elect the following who will be known as the
Chapter Officers: President, 1st Vice President, Treasurer-Secretary. These
officers shall be elected to a term of one year. No person shall serve more
than two consecutive terms in the same office.

Section 2. Officers shall meet no less than 4 times a year. Except under
unusually mitigating circumstances, Officers are required to attend 75% of
the Officer Meetings each year.

Section 3. No Officer shall receive any salary or fee for serving.

Section 4. Election of Officers shall be held at an annual election of Officers
meeting.

Article V

Duties of Officers

Section 1: The President shall preside over all meetings. The President shall
appoint all standing committees. The President shall appoint an officer to
represent the chapter at the quarterly meeting of the Board of Directors of
The Restaurant Association of Maryland. The President shall perform such
other duties as usually fall to a President.

Section 2: The Vice President, in the absence of the President, shall preside
at all meetings and shall perform such other duties as may be directed by the
President or Board of Directors.

Section 1- 20
Section 3: The Secretary shall keep minutes of the business and Board
meetings and perform all such other duties assigned by the President or
Board. In addition, the Secretary shall submit all prepared chapter bylaw
changes to the Restaurant Association of Maryland officers for approval by
the State Board of Directors.

Section 4: The Treasurer shall be responsible for reporting to the Board an
accurate report of all chapter finances a minimum of once a year. In
addition, Chapter finances shall be kept as a distinct part of the Restaurant
Association of Maryland’s membership budget. The Treasurer must forward
to the Restaurant Association of Maryland office financial records on an
ongoing basis, for audit and tax return preparation.

Section 5: Officer vacancies may be filled by succession or by election of
the general membership.

Article VI

Funding

Section 1: The fiscal year of this chapter shall run from January 1 through
December 31 of each year.

Section 2: No local dues shall be charged as a requirement of membership in
this chapter.

Section 3: Chapter may accept donations and engage in fundraising
activities.

Section 4: An accurate record of the chapter finances shall be submitted to
the Chapter Officers by the Restaurant Association of Maryland quarterly.

Section 5: All unencumbered chapter funds that exceed a balance of $2,500
on December 31 each year shall be forwarded to the state association’s
Educational scholarship fund or the association’s Political Action
Committee as designated by the Chapter.

Section 1- 21
Article VII

Jurisdiction

The Jurisdiction of the Anne Arundel County Restaurant Association is
Anne Arundel County.

The Chapter is permitted to engage in any lawful activity within the
purposes established by these bylaws. However, the Chapter shall not
engage in the following activities, which are properly the function of the
Restaurant Association of Maryland.

Section 1: Publish position statements on state or national political issues on
behalf of the state’s foodservice industry.

Section 2: Establish chapter boundaries.

Section 3: Any other activity, which interferes with lawful activities of the
Restaurant Association of Maryland or prevents Restaurant Association of
Maryland from carrying out its proper functions.

Section 4: No rules or regulations within the chapter or its bylaws shall be
contrary to the Restaurant Association of Maryland bylaws.

Section 5: All matters not specifically covered in these bylaws will be
submitted for interpretation and/or approval by the Restaurant Association of
Maryland Board of Directors.

Article VIII

Amendments

Any amendment to these bylaws may be adopted by a two-thirds majority
vote of all members present at any regular or special meeting upon 30 days
written notice to members, and ratified by a majority vote of the Restaurant
Association of Maryland state Board of Directors.

Section 1- 22
Article X

Dissolution

The Anne Arundel County Restaurant Association Chapter may be dissolved
at any time by a two-thirds vote of all members present at any regular or
special meeting of the members upon 30 days written notice to members or
by a two-thirds vote of the Restaurant Association of Maryland Board of
Directors at a duly scheduled Board meeting, upon a finding that the Chapter
has violated Restaurant Association of Maryland or Chapter Bylaws and
providing that 30 days prior written notice of such vote has been given by
Restaurant Association of Maryland to the Chapter President. Upon such
dissolution any funds remaining in the Chapter account after auditing and
payment of debts lawfully incurred shall be immediately forwarded to the
Restaurant Association of Maryland.

Article XI

Indemnification

Insofar as permitted by law, the Association shall indemnify and save
harmless each Director or Officer now or hereafter serving the Anne
Arundel County Restaurant Association, whether or not when in office,
except in relation to matters in which Director or Officer, shall have been
guilty of gross negligence or bad faith, from and against any and all claims,
liabilities, penalties, forfeitures and fines, to which he may be or become
subject by reason of his becoming a Director or Officer of the Association,
including the cost of reasonable settlements made with the approval of the
majority of the Board of Directors of the Association (other than those
involved) even though less than a quorum and in addition shall reimburse
each such Director or Officer for all legal or other expenses reasonably
incurred in the defense of such proceeding to enforce or collect any such
claim, liability, penalty, forfeiture or whichever the Association shall elect to
do.

The fullest extent permitted by Maryland statutory or decisional law, as
amended or interpreted, no Director or Officer of this Association shall be
personally liable to the Association or its members for money damages. No
amendments of the Charter of the Association or the repeal of its provisions
shall limit or eliminate the benefits provided to Directors and Officers under

Section 1- 23
this provision with respect to any act or omission which occurred prior to
such amendment or repeal.

---------------------------------------------- --------------------------------------------
President Marcia S. Harris, President
Anne Arundel County - Restaurant Association of Maryland
Restaurant Association

---------------------------------------------- -------------------------------------------
Date Date

Section 1- 24
Restaurant Association of Maryland

Chapter Bylaws

Article I

Name and Purpose

Section 1: The name of this organization shall be the “Carroll County
Restaurant Association a Chapter of The Restaurant Association of
Maryland”, under the Jurisdiction of and chartered by the Restaurant
Association of Maryland, Inc.

Section 2: The Carroll County Restaurant Association is organized to
implement the objectives of The Restaurant Association of Maryland and the
following purposes:

B. Foster and promote a spirit of fraternity and good will among its
members and to advance on broad equitable lines the welfare of
the restaurant/food-service industry.

C. To maintain for the restaurant/foodservice industry a place
among the respected industries and professions.

D. Oppose improper methods and unethical practices inimical to
the right conduct of business so that honorable and fair
competition may prevail.

E. Protect the interests of its members and the
restaurant/foodservice industry in legislative matters by

Section 1- 25
sponsoring proper and necessary legislation and opposing
detrimental legislation.

F. Disseminate useful information and inspire members to educate
themselves in the scientific and practical features of their
business.

G. Build and maintain respect and appreciation on the part of the
public for the restaurant/foodservice industry.

H. Encourage research in the improvement of the food products
used by restaurants/foodservice operations to safeguard public
health.

I. Assist in the enactment’s and enforcement of local, state and
federal pure food and sanitation laws.

J. Promote harmonious relations with allied industries, in order
that food products may be sold to consumers at the lowest
possible cost.

K. Encourage the participation of its members in community and
civic activities.

L. Generally, do all acts and things permitted to a non-stock
corporation under the laws of the State of Maryland. It shall not
be deemed to be within the purposes or objectives of the Carroll
County Restaurant Association to:
a. Enter into or act upon controversies between individual
members on the one hand and the restaurant/foodservice
industry of Carroll County, Maryland.
b. Take part in matters affecting the interest of one or more
individual Members of the Association as opposed to the
interests of the majority of members of restaurants and
foodservice facilities operated throughout Carroll County,
Maryland.

Section 3: The Carroll County Restaurant Association Chapter will be non-
partisan, non-sectarian, and non-profit.

Section 1- 26
Section 4: The Chapter shall not perform service for any individual member
or business, but work specifically for the betterment of the entire foodservice
community.

Article II

Membership

Section 1: Membership in the Carroll County Restaurant Association
Chapters a direct benefit of membership in the Restaurant Association of
Maryland. Any Restaurant Association of Maryland industry member
operating in Carroll County is a member of his local chapter and the
National Restaurant Association.

Section 2. Only members of the Restaurant Association of Maryland
operating in Carroll County may belong to this chapter.

Section 3. In no instance shall local dues be levied upon members of the
Restaurant Association of Maryland.

Article III

Meetings

Section 2. Special meetings may be called by a majority of the chapter
Officers.

Section 3. Seven people of the current membership shall constitute a
quorum for the transaction of any business at the annual, any regular or
special meeting of the membership.

Section 1- 27
Section 4. “Robert’s Rules of Order-Revised” shall be the parliamentary
authority for all matters of procedure not specifically covered by these
bylaws.

Article IV

Officers

Section 1. The Chapter shall elect the following who will be known as the
Chapter Officers: President, 1st Vice President and Secretary/Treasurer.
These officers shall be elected to a term of one year. No person shall serve
more than two consecutive terms in the same office.

Section 2. Officers shall meet no less than 4 times a year. Except under
unusually mitigating circumstances, Officers are required to attend 75%
of the Officer Meetings each year.

Section 3. No Officer shall receive any salary or fee for serving.

Section 4. Election of Officers shall be held at an annual election of Officers
meeting.

Article V

Duties of Officers

Section 2: The Vice President, in the absence of the President, shall preside
at all meetings and shall perform such other duties as may be directed by the
President or Board of Directors.

Section 1- 28
Section 3: The Secretary shall keep minutes of the business and Board
meetings and perform all such other duties assigned by the President or
Board. In addition, the Secretary shall submit all prepared chapter bylaw
changes to the Restaurant Association of Maryland officers for approval by
the State Board of Directors.

Section 5: Officer vacancies may be filled by succession or by election of
the general membership.

Article VI

Funding

Section 1: The fiscal year of this chapter shall run from January 1 through
December 31 of each year.

Section 2: No local dues shall be charged as a requirement of membership in
this chapter.

Section 3: Chapter may accept donations and engage in fundraising
activities.

Section 4: An accurate record of the chapter finances shall be submitted to
the Chapter Officers by the Restaurant Association of Maryland quarterly.

Section 1- 29
Article VII

Jurisdiction

The Jurisdiction of the Carroll County Restaurant Association is Carroll
County. The Chapter is permitted to engage in any lawful activity within the
purposes established by these bylaws. However, the Chapter shall not
engage in the following activities, which are properly the function of the
Restaurant Association of Maryland.

Section 1: Publish position statements on state or national political issues on
behalf of the state’s foodservice industry.

Section 2: Establish chapter boundaries.

Section 3: Any other activity, which interferes with lawful activities of the
Restaurant Association of Maryland or prevents Restaurant Association of
Maryland from carrying out its proper functions.

Section 4: No rules or regulations within the chapter or its bylaws shall be
contrary to the Restaurant Association of Maryland bylaws.

Section 5: All matters not specifically covered in these bylaws will be
submitted for interpretation and/or approval by the Restaurant Association of
Maryland Board of Directors.

Article VIII

Amendments

Article X

Dissolution

Section 1- 30
The Carroll County Restaurant Association Chapter may be dissolved at any
time by a two-thirds vote of all members present at any regular or special
meeting of the members upon 30 days written notice to members or by a
two-thirds vote of the Restaurant Association of Maryland Board of
Directors at a duly scheduled Board meeting, upon a finding that the Chapter
has violated Restaurant Association of Maryland or Chapter Bylaws and
providing that 30 days prior written notice of such vote has been given by
Restaurant Association of Maryland to the Chapter President. Upon such
dissolution any funds remaining in the Chapter account after auditing and
payment of debts lawfully incurred shall be immediately forwarded to the
Restaurant Association of Maryland.

Article XI

Indemnification

Insofar as permitted by law, the Association shall indemnify and save
harmless each Director or Officer now or hereafter serving the Carroll
County Restaurant Association, whether or not when in office, except in
relation to matters in which Director or Officer, shall have been guilty of
gross negligence or bad faith, from and against any and all claims, liabilities,
penalties, forfeitures and fines, to which he may be or become subject by
reason of his becoming a Director or Officer of the Association, including
the cost of reasonable settlements made with the approval of the majority of
the Board of Directors of the Association (other than those involved) even
though less than a quorum and in addition shall reimburse each such
Director or Officer for all legal or other expenses reasonably incurred in the
defense of such proceeding to enforce or collect any such claim, liability,
penalty, forfeiture or whichever the Association shall elect to do.

Section 1- 31
----------------------------------------- ---------------------------------------------
President Marcia S. Harris, President
Carroll County - Restaurant Association of Maryland
Restaurant Association

--------------------------------- ----------------------------------------
Date Date

Section 1- 32
Restaurant Association of Maryland

Chapter Bylaws

Article I

Name and Purpose

Section 1: The name of this organization shall be the “Caterer’s Association
a Chapter of The Restaurant Association of Maryland”, under the
Jurisdiction of and chartered by the Restaurant Association of Maryland,
Inc.

Section 2: The Caterer’s Association is organized to implement
the objectives of The Restaurant Association of Maryland and the following
purposes:

B. Foster and promote a spirit of fraternity and good will among its
members and to advance on broad equitable lines the welfare of
the restaurant/food-service industry.

C. To maintain for the catering/foodservice industry a place among
the respected industries and professions.

D. Oppose improper methods and unethical practices inimical to
the right conduct of business so that honorable and fair
competition may prevail.

Section 1- 33
E. Protect the interests of its members and the catering/foodservice
industry in legislative matters by sponsoring proper and
necessary legislation and opposing detrimental legislation.

F. Disseminate useful information and inspire members to educate
themselves in the scientific and practical features of their
business.

G. Build and maintain respect and appreciation on the part of the
public for the catering/restaurant/foodservice industry.

H. Encourage research in the improvement of the food products
used by Catering/restaurants/foodservice operations to safeguard
public health.

I. Assist in the enactment’s and enforcement of local, state and
federal pure food and sanitation laws.

J. Promote harmonious relations with allied industries, in order
that food products may be sold to consumers at the lowest
possible cost.

K. Encourage the participation of its members in community and
civic activities.

b. Take part in matters affecting the interest of one or more
individual Members of the Association as opposed to the
interests of the majority of members of caterers and
foodservice facilities operated throughout Maryland.

Section 1- 34
Section 3: The Caterer’s Association Chapter will be non-partisan, non-
sectarian, and non-profit.

Section 4: The Chapter shall not perform service for any individual member
or business, but work specifically for the betterment of the entire foodservice
community.

Article II

Membership

Section 1: Membership in the Caterer’s Association Chapter is a direct
benefit of membership in the Restaurant Association of Maryland. Any
Caterer operating in Maryland must provide proper licensing. Membership
is also in The National Restaurant Association.

Section 2. Only members of the Restaurant Association of Maryland
operating in State of Maryland may belong to this chapter.

Section 3. In no instance shall local dues be levied upon members of the
Restaurant Association of Maryland.

Article III

Meetings

Section 2. Special meetings may be called by a majority of the chapter
Officers.

Section 3. Five people of the current membership shall constitute a quorum
for the transaction of any business at the annual, any regular or special
meeting of the membership.

Section 1- 35
Section 4. “Robert’s Rules of Order-Revised” shall be the parliamentary
authority for all matters of procedure not specifically covered by these
bylaws.

Article IV

Officers

Section 2. Officers shall meet no less than 4 times a year. Except under
unusually mitigating circumstances, Officers are required to attend 75% of
the Officer Meetings each year.

Section 3. No Officer shall receive any salary or fee for serving.

Section 4. Election of Officers shall be held at an annual election of Officers
meeting.

Article V

Duties of Officers

Section 2: The Vice President, in the absence of the President, shall preside
at all meetings and shall perform such other duties as may be directed by the
President or Board of Directors.

Section 3: The Secretary shall keep minutes of the business and Board
meetings and perform all such other duties assigned by the President or

Section 1- 36
Board. In addition, the Secretary shall submit all prepared chapter bylaw
changes to the Restaurant Association of Maryland officers for approval by
the State Board of Directors.

Section 5: Officer vacancies may be filled by succession or by election of
the general membership.

Article VI

Funding

Section 1: The fiscal year of this chapter shall run from January 1 through
December 31 of each year.

Section 2: No local dues shall be charged as a requirement of membership in
this chapter.

Section 3: Chapter may accept donations and engage in fundraising
activities.

Section 4: An accurate record of the chapter finances shall be submitted to
the Chapter Officers by the Restaurant Association of Maryland quarterly.

Section 1- 37
Article VII

Jurisdiction

The Jurisdiction of the Caterer’s Chapter of the Restaurant Association of
Maryland is Maryland.

Section 1: Publish position statements on state or national political issues on
behalf of the state’s foodservice industry.

Section 2: Establish chapter boundaries.

Section 3: Any other activity, which interferes with lawful activities of the
Restaurant Association of Maryland or prevents Restaurant Association of
Maryland from carrying out its proper functions.

Section 4: No rules or regulations within the chapter or its bylaws shall be
contrary to the Restaurant Association of Maryland bylaws.

Section 5: All matters not specifically covered in these bylaws will be
submitted for interpretation and/or approval by the Restaurant Association of
Maryland Board of Directors.

Article VIII

Amendments

Section 1- 38
Article X

Dissolution

The Caterer’s Chapter of the Restaurant Association of Maryland may be
dissolved at any time by a two-thirds vote of all members present at any
regular or special meeting of the members upon 30 days written notice to
members or by a two-thirds vote of the Restaurant Association of Maryland
Board of Directors at a duly scheduled Board meeting, upon a finding that
the Chapter has violated Restaurant Association of Maryland or Chapter
Bylaws and providing that 30 days prior written notice of such vote has been
given by Restaurant Association of Maryland to the Chapter President.
Upon such dissolution any funds remaining in the Chapter account after
auditing and payment of debts lawfully incurred shall be immediately
forwarded to the Restaurant Association of Maryland.

Article XI

Indemnification

Insofar as permitted by law, the Association shall indemnify and save
harmless each Director or Officer now or hereafter serving the Caterer’s
Chapter of the Restaurant Association, whether or not when in office, except
in relation to matters in which Director or Officer, shall have been guilty of
gross negligence or bad faith, from and against any and all claims, liabilities,
penalties, forfeitures and fines, to which he may be or become subject by
reason of his becoming a Director or Officer of the Association, including
the cost of reasonable settlements made with the approval of the majority of
the Board of Directors of the Association (other than those involved) even
though less than a quorum and in addition shall reimburse each such
Director or Officer for all legal or other expenses reasonably incurred in the
defense of such proceeding to enforce or collect any such claim, liability,
penalty, forfeiture or whichever the Association shall elect to do.

Section 1- 39
this provision with respect to any act or omission which occurred prior to
such amendment or repeal.

---------------------------------------------- ---------------------------------------
Monroe Zeffert, President Marcia S. Harris, President
Caterer’s Chapter Restaurant Association of Maryland

---------------------------------------------- ---------------------------------------
Date Date

Section 1- 40
Restaurant Association of Maryland

Chapter Bylaws

Article I

Name and Purpose

Section 1: The name of this organization shall be the “Frederick County
Restaurant Association a Chapter of The Restaurant Association of
Maryland”, under the Jurisdiction of and chartered by the Restaurant
Association of Maryland, Inc.

Section 2: The Frederick County Restaurant Association is organized to
implement the objectives of The Restaurant Association of Maryland and the
following purposes:

B. Foster and promote a spirit of fraternity and good will among its
members and to advance on broad equitable lines the welfare of
the restaurant/food-service industry.

C. To maintain for the restaurant/foodservice industry a place
among the respected industries and professions.

D. Oppose improper methods and unethical practices inimical to
the right conduct of business so that honorable and fair
competition may prevail.

E. Protect the interests of its members and the
restaurant/foodservice industry in legislative matters by

Section 1- 41
sponsoring proper and necessary legislation and opposing
detrimental legislation.

F. Disseminate useful information and inspire members to educate
themselves in the scientific and practical features of their
business.

G. Build and maintain respect and appreciation on the part of the
public for the restaurant/foodservice industry.

H. Encourage research in the improvement of the food products
used by restaurants/foodservice operations to safeguard public
health.

I. Assist in the enactment’s and enforcement of local, state and
federal pure food and sanitation laws.

J. Promote harmonious relations with allied industries, in order
that food products may be sold to consumers at the lowest
possible cost.

K. Encourage the participation of its members in community and
civic activities.

L. Generally, do all acts and things permitted to a non-stock
corporation under the laws of the State of Maryland. It shall not
be deemed to be within the purposes or objectives of the
Frederick County Restaurant Association to:
a. Enter into or act upon controversies between individual
members on the one hand and the restaurant/foodservice
industry of Frederick County, Maryland.
b. Take part in matters affecting the interest of one or more
individual Members of the Association as opposed to the
interests of the majority of members of restaurants and
foodservice facilities operated throughout Frederick County,
Maryland.

Section 3: The Frederick County Restaurant Association Chapter will be
non-partisan, non-sectarian, and non-profit.

Section 1- 42
Section 4: The Chapter shall not perform service for any individual member
or business, but work specifically for the betterment of the entire foodservice
community.

Article II

Membership

Section 1: Membership in the Frederick County Restaurant Association
Chapter is a direct benefit of membership in the Restaurant Association of
Maryland. Any Restaurant Association of Maryland industry member
operating in Frederick County is a member of his local chapter and the
National Restaurant Association.

Section 2. Only members of the Restaurant Association of Maryland
operating in Frederick County may belong to this chapter.

Section 3. In no instance shall local dues be levied upon members of the
Restaurant Association of Maryland.

Article III

Meetings

Section 2. Special meetings may be called by a majority of the chapter
Officers.

Section 3. Seven people of the current membership shall constitute a
quorum for the transaction of any business at the annual, any regular or
special meeting of the membership.

Section 1- 43
Section 4. “Robert’s Rules of Order-Revised” shall be the parliamentary
authority for all matters of procedure not specifically covered by these
bylaws.

Article IV

Officers

Section 1. The Chapter shall elect the following who will be known as the
Chapter Officers: President, 1st Vice President and Treasurer/Secretary.
These officers shall be elected to a term of one year. No person shall serve
more than two consecutive terms in the same office.

Section 2. Officers shall meet no less than 4 times a year. Except under
unusually mitigating circumstances, Officers are required to attend 75% of
the Officer Meetings each year.

Section 3. No Officer shall receive any salary or fee for serving.

Section 4. Election of Officers shall be held at an annual election of Officers
meeting.

Article V

Duties of Officers

Section 1: The President shall preside over all meetings. The President shall
appoint all standing committees. The President shall appoint an officer to
represent the chapter at the quarterly meeting of the Board of Directors of
the Restaurant Association of Maryland. The President shall perform such
other duties as usually fall to a President.

Section 2: The Vice President, in the absence of the President, shall preside
at all meetings and shall perform such other duties as may be directed by the
President or Board of Directors.

Section 3: The Secretary shall keep minutes of the business and Board
meetings and perform all such other duties assigned by the President or

Section 1- 44
Board. In addition, the Secretary shall submit all prepared chapter bylaw
changes to the Restaurant Association of Maryland officers for approval by
the State Board of Directors.

Section 5: Officer vacancies may be filled by succession or by election of
the general membership.

Article VI

Funding

Section 1: The fiscal year of this chapter shall run from January 1 through
December 31 of each year.

Section 2: No local dues shall be charged as a requirement of membership in
this chapter.

Section 3: Chapter may accept donations and engage in fundraising
activities.

Section 4: An accurate record of the chapter finances shall be submitted to
the Chapter Officers by the Restaurant Association of Maryland quarterly.

Section 1- 45
Article VII

Jurisdiction

The Jurisdiction of the Frederick County Restaurant Association is Frederick
County.

Section 1: Publish position statements on state or national political issues on
behalf of the state’s foodservice industry.

Section 2: Establish chapter boundaries.

Section 3: Any other activity, which interferes with lawful activities of the
Restaurant Association of Maryland or prevents Restaurant Association of
Maryland from carrying out its proper functions.

Section 4: No rules or regulations within the chapter or its bylaws shall be
contrary to the Restaurant Association of Maryland bylaws.

Section 5: All matters not specifically covered in these bylaws will be
submitted for interpretation and/or approval by the Restaurant Association of
Maryland Board of Directors.

Article VIII

Amendments

Section 1- 46
Article X

Dissolution

The Frederick County Restaurant Association Chapter may be dissolved at
any time by a two-thirds vote of all members present at any regular or
special meeting of the members upon 30 days written notice to members or
by a two-thirds vote of the Restaurant Association of Maryland Board of
Directors at a duly scheduled Board meeting, upon a finding that the Chapter
has violated Restaurant Association of Maryland or Chapter Bylaws and
providing that 30 days prior written notice of such vote has been given by
Restaurant Association of Maryland to the Chapter President. Upon such
dissolution any funds remaining in the Chapter account after auditing and
payment of debts lawfully incurred shall be immediately forwarded to the
Restaurant Association of Maryland.

Article XI

Indemnification

Insofar as permitted by law, the Association shall indemnify and save
harmless each Director or Officer now or hereafter serving the Frederick
County Restaurant Association, whether or not when in office, except in
relation to matters in which Director or Officer, shall have been guilty of
gross negligence or bad faith, from and against any and all claims, liabilities,
penalties, forfeitures and fines, to which he may be or become subject by
reason of his becoming a Director or Officer of the Association, including
the cost of reasonable settlements made with the approval of the majority of
the Board of Directors of the Association (other than those involved) even
though less than a quorum and in addition shall reimburse each such
Director or Officer for all legal or other expenses reasonably incurred in the
defense of such proceeding to enforce or collect any such claim, liability,
penalty, forfeiture or whichever the Association shall elect to do.

Section 1- 47
this provision with respect to any act or omission which occurred prior to
such amendment or repeal.

------------------------------------------ ---------------------------------------------
President Marcia S. Harris, President
Frederick County - Restaurant Association of Maryland
Restaurant Association

------------------------------- ------------------------------------
Date Date

Section 1- 48
Restaurant Association of Maryland

Chapter Bylaws

Article I

Name and Purpose

Section 1: The name of this organization shall be the “Harford County
Restaurant Association a Chapter of The Restaurant Association of
Maryland”, under the Jurisdiction of and chartered by the Restaurant
Association of Maryland, Inc.

Section 2: The Harford County Restaurant Association is organized to
implement the objectives of The Restaurant Association of Maryland and the
following purposes:

B. Foster and promote a spirit of fraternity and good will among its
members and to advance on broad equitable lines the welfare of
the restaurant/food-service industry.

C. To maintain for the restaurant/foodservice industry a place
among the respected industries and professions.

D. Oppose improper methods and unethical practices inimical to
the right conduct of business so that honorable and fair
competition may prevail.

E. Protect the interests of its members and the
restaurant/foodservice industry in legislative matters by

Section 1- 49
sponsoring proper and necessary legislation and opposing
detrimental legislation.

F. Disseminate useful information and inspire members to educate
themselves in the scientific and practical features of their
business.

G. Build and maintain respect and appreciation on the part of the
public for the restaurant/foodservice industry.

H. Encourage research in the improvement of the food products
used by restaurants/foodservice operations to safeguard public
health.

I. Assist in the enactment’s and enforcement of local, state and
federal pure food and sanitation laws.

J. Promote harmonious relations with allied industries, in order
that food products may be sold to consumers at the lowest
possible cost.

K. Encourage the participation of its members in community and
civic activities.

L. Generally, do all acts and things permitted to a non-stock
corporation under the laws of the State of Maryland. It shall not
be deemed to be within the purposes or objectives of the
Harford County Restaurant Association to:
a. Enter into or act upon controversies between individual
members on the one hand and the restaurant/foodservice
industry of Harford County, Maryland.
b. Take part in matters affecting the interest of one or more
individual Members of the Association as opposed to the
interests of the majority of members of restaurants and
foodservice facilities operated throughout Harford County,
Maryland.

Section 3: The Harford County Restaurant Association Chapter will be non-
partisan, non-sectarian, and non-profit.

Section 1- 50
Section 4: The Chapter shall not perform service for any individual member
or business, but work specifically for the betterment of the entire foodservice
community.

Article II

Membership

Section 1: Membership in the Harford County Restaurant Association
Chapter is a direct benefit of membership in the Restaurant Association of
Maryland. Any Restaurant Association of Maryland industry member
operating in Harford County is a member of his local chapter and the
National Restaurant Association.

Section 2. Only members of the Restaurant Association of Maryland
operating in Harford County may belong to this chapter.

Section 3. In no instance shall local dues be levied upon members of the
Restaurant Association of Maryland.

Article III

Meetings

Section 2. Special meetings may be called by a majority of the chapter
Officers.

Section 3. Seven people of the current membership shall constitute a
quorum for the transaction of any business at the annual, any regular or
special meeting of the membership.

Section 4. “Robert’s Rules of Order-Revised” shall be the parliamentary
authority for all matters of procedure not specifically covered by these
bylaws.

Section 1- 51
Article IV

Officers

Section 1. The Chapter shall elect the following who will be known as the
Chapter Officers: President, 1st Vice President, 2nd Vice President,
Treasurer-Secretary. These officers shall be elected to a term of one year.
No person shall serve more than two consecutive terms in the same office.

Section 2. Officers shall meet no less than 4 times a year. Except under
unusually mitigating circumstances, Officers are required to attend 75%
of the Officer Meetings each year.

Section 3. No Officer shall receive any salary or fee for serving.

Section 4. Election of Officers shall be held at an annual election of Officers
meeting.

Article V

Duties of Officers

Section 2: The Vice President, in the absence of the President, shall preside
at all meetings and shall perform such other duties as may be directed by the
President or Board of Directors.

Section 3: The Secretary shall keep minutes of the business and Board
meetings and perform all such other duties assigned by the President or
Board. In addition, the Secretary shall submit all prepared chapter bylaw
changes to the Restaurant Association of Maryland officers for approval by
the State Board of Directors.

Section 1- 52
Section 4: The Treasurer shall be responsible for reporting to the Board an
accurate report of all chapter finances a minimum of once a year. In
addition, Chapter finances shall be kept as a distinct part of the Restaurant
Association of Maryland’s membership budget. The Treasurer must forward
to the Restaurant Association of Maryland office financial records on an
ongoing basis, for audit and tax return preparation.

Section 5: Officer vacancies may be filled by succession or by election of
the general membership.

Article VI

Funding

Section 1: The fiscal year of this chapter shall run from January 1 through
December 31 of each year.

Section 2: No local dues shall be charged as a requirement of membership in
this chapter.

Section 3: Chapter may accept donations and engage in fundraising
activities.

Section 4: An accurate record of the chapter finances shall be submitted to
the Chapter Officers by the Restaurant Association of Maryland quarterly.

Article VII

Jurisdiction

The Jurisdiction of the Harford County Restaurant Association is Harford
County. The Chapter is permitted to engage in any lawful activity within the

Section 1- 53
purposes established by these bylaws. However, the Chapter shall not
engage in the following activities, which are properly the function of the
Restaurant Association of Maryland.

Section 1: Publish position statements on state or national political issues on
behalf of the state’s foodservice industry.

Section 2: Establish chapter boundaries.

Section 3: Any other activity, which interferes with lawful activities of the
Restaurant Association of Maryland or prevents Restaurant Association of
Maryland from carrying out its proper functions.

Section 4: No rules or regulations within the chapter or its bylaws shall be
contrary to the Restaurant Association of Maryland bylaws.

Section 5: All matters not specifically covered in these bylaws will be
submitted for interpretation and/or approval by the Restaurant Association of
Maryland Board of Directors.

Article VIII

Amendments

Article X

Dissolution

The Harford County Restaurant Association Chapter may be dissolved at
any time by a two-thirds vote of all members present at any regular or
special meeting of the members upon 30 days written notice to members or
by a two-thirds vote of the Restaurant Association of Maryland Board of
Directors at a duly scheduled Board meeting, upon a finding that the Chapter
has violated Restaurant Association of Maryland or Chapter Bylaws and

Section 1- 54
providing that 30 days prior written notice of such vote has been given by
Restaurant Association of Maryland to the Chapter President. Upon such
dissolution any funds remaining in the Chapter account after auditing and
payment of debts lawfully incurred shall be immediately forwarded to the
Restaurant Association of Maryland.

Article XI

Indemnification

Insofar as permitted by law, the Association shall indemnify and save
harmless each Director or Officer now or hereafter serving the Harford
County Restaurant Association, whether or not when in office, except in
relation to matters in which Director or Officer, shall have been guilty of
gross negligence or bad faith, from and against any and all claims, liabilities,
penalties, forfeitures and fines, to which he may be or become subject by
reason of his becoming a Director or Officer of the Association, including
the cost of reasonable settlements made with the approval of the majority of
the Board of Directors of the Association (other than those involved) even
though less than a quorum and in addition shall reimburse each such
Director or Officer for all legal or other expenses reasonably incurred in the
defense of such proceeding to enforce or collect any such claim, liability,
penalty, forfeiture or whichever the Association shall elect to do.

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Lou Ward, President Marcia S. Harris, President
Harford County - Restaurant Association of Maryland
Restaurant Association

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Date Date

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Restaurant Association of Maryland

Chapter Bylaws

Article I

Name and Purpose

Section 1: The name of this organization shall be the “Montgomery County
Restaurant Association a Chapter of The Restaurant Association of
Maryland”, under the Jurisdiction of and chartered by the Restaurant
Association of Maryland, Inc.

Section 2: The Montgomery County Restaurant Association is organized to
implement the objectives of The Restaurant Association of Maryland and the
following purposes:

B. Foster and promote a spirit of fraternity and good will among its
members and to advance on broad equitable lines the welfare of
the restaurant/food-service industry.

C. To maintain for the restaurant/foodservice industry a place
among the respected industries and professions.

D. Oppose improper methods and unethical practices inimical to
the right conduct of business so that honorable and fair
competition may prevail.

E. Protect the interests of its members and the
restaurant/foodservice industry in legislative matters by

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sponsoring proper and necessary legislation and opposing
detrimental legislation.

F. Disseminate useful information and inspire members to educate
themselves in the scientific and practical features of their
business.

G. Build and maintain respect and appreciation on the part of the
public for the restaurant/foodservice industry.

H. Encourage research in the improvement of the food products
used by restaurants/foodservice operations to safeguard public
health.

I. Assist in the enactment’s and enforcement of local, state and
federal pure food and sanitation laws.

J. Promote harmonious relations with allied industries, in order
that food products may be sold to consumers at the lowest
possible cost.

K. Encourage the participation of its members in community and
civic activities.

L. Generally, do all acts and things permitted to a non-stock
corporation under the laws of the State of Maryland. It shall not
be deemed to be within the purposes or objectives of the
Montgomery County Restaurant Association to:
a. Enter into or act upon controversies between individual
members on the one hand and the restaurant/foodservice
industry of Montgomery County, Maryland.
b. Take part in matters affecting the interest of one or more
individual Members of the Association as opposed to the
interests of the majority of members of restaurants and
foodservice facilities operated throughout Montgomery
County, Maryland.

Section 3: The Montgomery County Restaurant Association Chapter will be
non-partisan, non-sectarian, and non-profit.

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Section 4: The Chapter shall not perform service for any individual member
or business, but work specifically for the betterment of the entire foodservice
community.

Article II

Membership

Section 1: Membership in the Montgomery County Restaurant Association
Chapter is a direct benefit of membership in the Restaurant Association of
Maryland. Any Restaurant Association of Maryland industry member
operating in Montgomery County is a member of his local chapter and the
National Restaurant Association.

Section 2. Only members of the Restaurant Association of Maryland
operating in Montgomery County may belong to this chapter.

Section 3. In no instance shall local dues be levied upon members of the
Restaurant Association of Maryland.

Article III

Meetings

Section 2. Special meetings may be called by a majority of the chapter
Board of Directors.

Section 3. Seven people of the current membership shall constitute a
quorum for the transaction of any business at the annual, any regular or
special meeting of the membership.

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Section 4. “Robert’s Rules of Order-Revised” shall be the parliamentary
authority for all matters of procedure not specifically covered by these
bylaws.

Article IV

Officers

Section 1. The Chapter shall elect the following who will be known as the
Chapter Board of Directors: President, 1st Vice President, 2nd Vice President,
Treasurer-Secretary. These officers shall be elected to a term of one year.
No one shall serve more than two consecutive terms in the same office.
The immediate Past President shall be a member of the Board. In addition,
four two year terms and three one year term Directors will be elected. A
Director may serve not more than two consecutive terms.

Section 2. The Board of Directors shall meet no less than 4 times a year.
Except under unusually mitigating circumstances, Directors are required to
attend 75% of the Board Meetings each year.

Section 3. No officer or Director shall receive any salary or fee for serving.

Section 4. Election of officers and Directors shall be held at the annual
meeting of the Chapter held in November of each year.

Article V

Duties of Officers

Section 2: The Vice President, in the absence of the President, shall preside
at all meetings and shall perform such other duties as may be directed by the
President or Board of Directors.

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Section 3: The Secretary shall keep minutes of the business and Board
meetings and perform all such other duties assigned by the President or
Board. In addition, the Secretary shall submit all prepared chapter bylaw
changes to the Restaurant Association of Maryland officers for approval by
the State Board of Directors.

Section 4: The Treasurer shall be responsible for reporting to the Board an
accurate report of all chapter finances a minimum of once a year. In
addition, the Treasurer must forward to the Restaurant Association of
Maryland office said records as of December 31 of each year, for audit and
tax return preparation.

Section 5: Officer vacancies may be filled by succession or by election of
the Board.

Article VI

Board of Directors

Section 1: The Chapter Board of Directors shall transact the business of the
organization. A simple majority vote shall govern unless otherwise
specified. The Board shall authorize all expenditures and shall not create
any indebtedness in excess of chapter income.

Section 2: The Board of Directors shall consist of four two-year terms and
three one year terms. A Director may serve not more than two consecutive
terms.

Section 3: The Board of Directors shall meet not less than 4 times a year.
Except under unusually mitigating circumstances, Directors are required to
attend 75% of the Board Meetings each year.

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Article VII

Funding

Section 1: The fiscal year of this chapter shall run from January 1 through
December 31 of each year.

Section 2: No local dues shall be charged as a requirement of membership in
this chapter.

Section 3: Chapter may accept donations and engage in fundraising
activities.

Section 4: An accurate record of the chapter finances shall be submitted to
the Restaurant Association of Maryland state office by the Treasurer or
Chapter Board of Directors in January of each year.

Article VIII

Jurisdiction

The Jurisdiction of the Montgomery County Restaurant Association is
Montgomery County.

Section 1: Publish position statements on state or national political issues on
behalf of the state’s foodservice industry.

Section 2: Establish chapter boundaries.

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Section 3: Any other activity, which interferes with lawful activities of the
Restaurant Association of Maryland or prevents Restaurant Association of
Maryland from carrying out its proper functions.

Section 4: No rules or regulations within the chapter or its bylaws shall be
contrary to the Restaurant Association of Maryland bylaws.

Section 5: All matters not specifically covered in these bylaws will be
submitted for interpretation and/or approval by the Restaurant Association of
Maryland Board of Directors.

Article IX

Amendments

Article X

Dissolution

The Montgomery County Restaurant Association Chapter may be dissolved
at any time by a two-thirds vote of all members present at any regular or
special meeting of the members upon 30 days written notice to members or
by a two-thirds vote of the Restaurant Association of Maryland Board of
Directors at a duly scheduled Board meeting, upon a finding that the Chapter
has violated Restaurant Association of Maryland or Chapter Bylaws and
providing that 30 days prior written notice of such vote has been given by
Restaurant Association of Maryland to the Chapter President. Upon such
dissolution any funds remaining in the Chapter account after auditing and
payment of debts lawfully incurred shall be immediately forwarded to the
Restaurant Association of Maryland.

Article XI

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Indemnification

Insofar as permitted by law, the Association shall indemnify and save
harmless each Director or Officer now or hereafter serving the Montgomery
County Restaurant Association, whether or not when in office, except in
relation to matters in which Director or Officer, shall have been guilty of
gross negligence or bad faith, from and against any and all claims, liabilities,
penalties, forfeitures and fines, to which he may be or become subject by
reason of his becoming a Director or Officer of the Association, including
the cost of reasonable settlements made with the approval of the majority of
the Board of Directors of the Association (other than those involved) even
though less than a quorum and in addition shall reimburse each such
Director or Officer for all legal or other expenses reasonably incurred in the
defense of such proceeding to enforce or collect any such claim, liability,
penalty, forfeiture or whichever the Association shall elect to do.

---------------------------------------------- ---------------------------------------
Pete Carney – President Date Marcia S. Harris Date

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