Kent County Upper Shore Aging Board of Directors

(Term 3 years)

Lorraine Langenfelder 09/20/13 Maryland Massey 09/30/12
Margie Baker, Sect.   09/30/14 Commissioner William Short 12/14
Date indicates expiration of term.

Article II, Section 1 - Members and Directors
The Board of Directors of the Corporation shall be the members and when meeting as Directors, shall exercise the rights and powers as members.

Article III, Section 1 - General Powers
The property and business of the Corporation shall be managed under the direction of the Board of Directors of the Corporation. In exercising that duty the powers of the Board of Directors includes, but are not limited to the following:

1. To make all policy decisions relating to the applying for and accepting programs, grants or contracts.

2. To require comprehensive planning for the elderly and delivery of services coordinated with other elderly service providers in member counties.

3. To establish and approve priorities, measurable objectives and definitive programs.

4. To determine personnel, fiscal and other operating policies of the corporation.

5. To appoint and terminate the Executive Director.

6. To see that the conditions of all grants and contracts are carried out.

7. To contract with public and private agencies for the furtherance of approved programs.

8. To pool corporate resources with others in order to strengthen or inaugurate new services for the elderly.

9. To require that information concerning the needs of the elderly in member counties be collected and disseminated.

10. To select officers of the corporation and appoint working committees, as necessary.

11. To insure that general staff functions are conducted in an effective manner.

12. To receive resources to enable the Directors to carry out the powers and duties conferred herein.

13. (Authority to act for USAHC)

Article III, Section 2 - Number and Term of Office

Member counties, located on the Eastern Shore of Maryland, shall have four directors. Directors shall reside in the county from which they are chosen. At least one Board member from each county shall be at least 60 years of age. Every effort should be made to have members from low-income and minority groups.

Directors shall be chosen to serve a term of three years and may be reappointed for an additional term. They shall hold office until the annual meeting in September and/or until qualification and appointment of their respective successors.

Article III, Section 3 - Nomination and Selection of Directors

The Directors of the Corporation shall be chosen as follows:

1. Public Officials - One member from each member county shall be chosen by that county's Board of County Commissioners/County Council from its members.
2. County Commission on Aging - One member from each member county shall be chosen by that county's Commission on Aging from its members.
3. Social Services - One member of the Directors shall be nominated from each member county to represent other public, private agencies and voluntary organizations who are concerned with older Americans in the county. The County Board of Commissioners/County Council shall choose a representative from this sector.
4. Participants - One member of the Directors shall be chosen by participants from each member county from participants in programs operated by the Corporation.

Article III, Section 4 - Filling of Vacancies
In the case of any vacancy in the Board of Directors through death, resignation, disqualification, removal or other cause, a successor may be chosen pursuant to Article III, Section 3.

Any Director may be removed from office with or without cause by the affirmative vote of a majority of the members entitled to vote at any special meeting of members regularly called for the purpose.

Three consecutive absences from Board meetings, without a valid reason accepted by the President, may be deemed a resignation. Such Director may be terminated by the affirmative vote of a majority of the members entitled to vote at any special meeting of the members regularly called for the purpose.

The filling of a vacancy should not be considered a "term" as that word is used in Article III, Section 2. It is understood a Director may serve two full terms in addition to completing any unexpired term to which the Director was appointed.

Article III, Section 5 - Compensation

Directors shall receive no compensation. Directors may be reimbursed for reasonable expenses incurred in the performance of their responsibility and duties.Effec

tive July 1, 1978, Chairman will receive $30.00 per meeting and members will receive $25.00 per meeting for reimbursement of expenses. (See #5-77 - Code of Local Laws - Article I, Section 3-10.)

Meets fourth Thursday of each month at 10:00 a.m.; location alternates with member County (Cecil, Caroline, Kent, and Talbot.)