Article 2. Governing Authority
The Council is incorporated under, governed by, and shall be operated in accordance with, the laws of the State of Maryland regarding corporations not for pecuniary profit, as they may be amended from time to time.

Article 3. Objectives
The Council is intended to benefit its members and their organizations as defined in the Articles of Incorporation. More specifically, the objectives of the Council shall be:

• Provide a regular forum to gather market research and planning professionals who are interested in the construction industry.

• Promote the gathering and dissemination of quality information about the construction industry.

• Enhance the knowledge and skills of the members and their organizations.

Article 4. Membership
Membership shall be restricted to persons with interests or responsibilities in market research, broadly defined, who represent firms actively engaged in the construction industry. New member firms must be approved by a majority of a quorum at a meeting of the Council or by a majority of voting members. Membership shall be terminated by non-payment of financial obligations or by three-quarters vote of the voting members.

Membership shall be on a company basis with one person with qualifying interests or responsibilities from each participating company designated as the voting member. The company may transfer this designation to another qualifying person at any time and may designate a proxy for the member to vote at a meeting. Other persons from member companies are welcome to attend meetings but shall have no voting rights.

Article 5. Meetings
The Annual Meeting of the Council shall be held in the fall to elect officers, review the finances, discuss plans for the following year, and conduct any other authorized business. Other meetings may be called as needed. Notice of all meetings shall be sent in writing or by email to all members at least three weeks in advance of the meeting including the agenda of business to be conducted at the meeting. A quorum at any meeting shall be 2/5 of the voting members or three directors.

At the discretion of the President, an issue may be submitted to all voting members for vote without calling a meeting providing that members have 21 days to respond and that ballots be returned to the Secretary by mail, fax, or email. A majority of all voting members is required to approve such an issue. Dissolution of the Council or termination of membership may not be submitted for vote outside of a meeting.

Article 6. Officers
The Officers of the Council shall be a President, Secretary, Treasurer, Membership Director, and a Director-at-Large. Any voting member in good standing is eligible for these offices. The preceding President shall serve as the Director-at-Large if that person remains a voting member and is willing to serve. The Board of Directors for the Council consists of the Officers. The term of office is from the conclusion of the Annual Meeting until the conclusion of the next Annual Meeting and until their respective successors are elected. The Board of Directors may fill a vacancy in an office for the remaining term. The Council shall have the right to remove any Director from office, with or without cause, following the vote of members at a Council meeting.

The President shall be the Chairperson of the Board and shall preside at all meetings of the Council and the Board of Directors. Subject to the Board of Directors, the President shall have general charge of the business of the Council. The Secretary shall keep minutes of the meetings and send them to all members, oversee elections and votes, and handle correspondence. The Treasurer shall have custody of all funds and securities of the Council, maintain accurate records including complete record of all receipts and disbursements, receive and receipt all money paid to the Council, invest funds of the Council not needed for current operations in interest-bearing instruments only, and report the finances at every meeting of the Council and as requested by the Board of Directors. The Membership Director shall maintain the list of voting members including address, phone, email, and other pertinent data, and shall actively seek qualified persons to attend meetings of Council and to apply for membership.

If any officer is unable to serve or if an office is vacant, the remaining officers shall select a voting member to fill the office for the remainder of the term.

Dues shall be set at the Annual Meeting for the following year. In the absence of an approved dues resolution, the dues shall remain unchanged from the prior year. The Treasurer shall send dues notices to all Members by December 20th for the following year. Dues are then payable by January 20th and if not paid by March 1st shall be considered in arrears with voting rights suspended until paid. A member who resigns or is terminated shall receive no refund of dues, but the membership may be transferred to a qualifying person from the same firm. The Council may waive dues for selected members in return for services rendered to the Council.

Registration fees for attending meetings of the Council are payable before the start of the meeting for all persons from member firms, whether voting members or not, except for announced speakers on the program. A qualifying person from a non-member firm may attend one meeting as guest without paying the registration fee and a second meeting with payment of the registration fee and applying for membership. Further attendance at meetings is conditional on being approved as a member and paying dues. Members joining during the first half of a year shall remit half of the annual dues for that year. The Council may waive registration fees in part or in whole for attendees of the preceding meeting to encourage regular attendance.

The Board of Directors shall not authorize any loans or sell or otherwise dispose of substantially all the assets of the Council without the approval of the Council. The Board of Directors or an absolute majority of the voting members may authorize a complete audit of the financial condition of the Council. The Board of Directors may secure fidelity bonds as it deems appropriate. Only the assets of the Council shall be applied to discharge of Council obligations. No Officer, Director, representative of the Council, or Member shall in any way be liable for such obligations.

Article 8. Dissolution
The Council may vote to dissolve at any meeting called with dissolution as a stated agenda item. Such a vote shall require two-thirds of all voting members of the Council and be in accordance with the applicable law of the State of Maryland.

Upon dissolution of the Council after all debts and obligations of the Council have been paid, the remaining assets of the Council shall be donated to organizations that qualify as tax exempt under provisions of Section 501(c)(3) of the Internal Revenue Code.

Article 9. Indemnification and Insurance
Consistent with the provisions of the laws under which this organization is incorporated, the Council may adopt provisions providing indemnification for each person who, by reason of the fact that such person is or was a member, officer, employee, agent of the Council or person serving at their request, was or is threatened to be made a party to any threatened, pending, or completed civil, criminal, administrative, arbitration, or investigative proceeding.

The Council may, to the full extent then permitted by law and authorized by the Directors, purchase and maintain insurance on behalf of such person against any liability asserted against and incurred by any such person in any such capacity, or arising out of his status as such, whether or not the Council would have the power to indemnify such person against such liability.

Article 10. Amendments
The Articles of Incorporation of the Council may be amended from time to time in the manner prescribed by the state of Maryland.

These bylaws may be altered, amended, or repealed and new bylaws adopted by the affirmative vote of an absolute majority of all voting members. These bylaws shall be effective from the date of their adoption. Any amendment to these bylaws shall be effective from the date of its adoption unless otherwise provided by the Council.