FOS by-laws

Revised version-4

23 July 04

 

 

BY-LAWS OF THE

FRIENDS OF SCHOODIC

 

[Note (Bill Zoellick): In reviewing these by-laws, I notice that there is nothing here that deals with the election of the Board.  This is probably a result of all the discussion and changes at the July 14 meeting.

 

The intent, voted on at the 14 July Meeting, is that the Board will select its own membership.  Specifically, it was decided that members in Article II  would not have voting privileges or other legal control over the corporation.  

 

This is probably an issue where we need some help from an attorney to get the language right.)

 

ARTICLE I

 

Name and Purpose

 

 

Section 1.  The name of this non‑profit corporation shall be Friends of Schoodic.

 

Section 2. The Mission Statement of this organization is as follows: To preserve and protect the natural and cultural environments of the Schoodic District of Acadia National Park; to support  educational and research activities; and to maintain and enhance the visitor experience.

 

ARTICLE II

 

Membership

 

Section 1. Membership is open to any individual who has a sincere interest in the goals and aims of the organization.

               

Section 2. Dues shall be required from the members at a rate that shall be proposed by the Board of Directors at the Annual Meeting of the organization.

 

                                                                               ARTICLE III

 

Annual Meeting

 

Section 1.   The Annual Meeting of the organization shall be held, preferably during the summer months, at a time and place to be designated by the Board of Directors.

 

Section 2. Notice of the Annual Meeting shall be sent to all members who have paid dues as of the preceding 31st  May. The Secretary shall send notice of the Annual Meeting at least 30 days prior to the meeting by regular mail to the address provided by the member.

 

Section 3. A Quorum for the Annual Meeting shall be as defined under title 13‑B, Maine Non‑Profit Corporation Act, as amended [at this time ten (10) percent of the membership] but no fewer than five (5) Members. 

 

Section 4. Robert's Rules of Order (Revised Edition)  shall govern the conduct of all meetings of this organization. .  

 

 

ARTICLE IV

 

Board of Directors

 

Section 1. The administration of the organization shall be vested in a Board of Directors.

 

Section 2. The Board shall consist of not less than 5  nor more than 25  members.  All Directors must be dues-paying members of the organization. The Directors shall elected for one-year terms.

Section 3. Any vacancy on the Board, which may occur during an elective term of office, shall be filled by a majority vote of the Directors present at any meeting of the Board, but only for the unexpired portion of the term so vacated.

 

Section 4. Along with its other rights, duties and obligations, the Board of Directors shall supervise and be responsible for all affairs and property of the organization,  and it shall inspect as often as may be desired all records, books, and accounts of the organization. It shall transact all business for and on behalf of the organization.  It may employ such personnel and affix the compensation thereof as it deems necessary or expedient from time to time, and it may, by formal action, delegate specific authority of the Board to such personnel or to committees as provided under Title 13‑B M.R.S.A. Section 709, as amended.

 

Section 5. In addition to all the powers granted and herein conferred upon the Board of Directors, the Board shall have the power to accept for and on behalf of the organization, any contributions, appropriations or grants‑in‑aid, from whatever source that may be tendered in monies, real or personal property or services for the work of the organization.

 

Section 6. The Board of Directors shall meet at times and places designated by the Board. The Secretary of the Board shall advise all Directors of the time and place of each meeting. A quorum shall consist of five members, or one-third of the Board, whichever is greater. There shall be no voting by proxy.

 

Section 7.  Special Meetings of the Board may be called by the Chair of the Board of Directors, or a majority of the Board, or upon the written petition of at least 10 percent of the Members of the organization.  It shall be the duty of the Chair to call a Special Meeting of the organization at such time and place as may be designated by the Board of Directors or the petitioners, as the case may be.  The Secretary shall give notice thereof in the same manner as the Annual Meeting.  Only the business proposed for a Special Meeting may be covered at that forum.

 

Section 8. All meetings of the Board of Directors shall be open to all members of the organization, provided the Board retains the right to meet in closed, executive session for any purpose it deems proper and is permitted by law.

 

Section 9. The Board of Directors shall have the right to establish such Committees as it deems appropriate and necessary for the orderly operation of the organization

 

Section 10. Directors, members of committees, and employees shall have an affirmative obligation to disclose the following at any meeting of the corporation, its Board or committees:

a.   Any financial relationship which they or their household or family have that may be affected by a decision of the organization; or,

b.   Any relationship or actions which tend to raise the appearance of impropriety.

All such disclosures shall be noted in the minutes of the meeting.

 

Section 11. Following the annual meeting in September,  the Board of Directors shall meet to elect the following Board officers from among themselves: a Chair, a Vice-Chair, a Secretary, and a Treasurer, each for a one-year term.

 

Section 12. The Board of Directors shall have the authority to compensate the Officers and any staff of the organization.

 

                                                                                 ARTICLE V

 

                                                         Duties of the Officers

 

 

 Section 1. The Chair of the Board shall be the spokesperson for the organization; preside at all meetings of the Board of Directors and the Annual and any Special Meetings. The Chair shall be a co‑signer with the Treasurer of all notes and mortgages. Upon the direction of the Board the Chair shall execute any and all legal instruments given on behalf of the organization and shall, if required by the Board, give such surety bond (restore?)  as may be required at the expense of the organization. The Chair shall have the power to call meetings of the Board of Directors and shall make a full and complete report of the work of the organization and the actions of the Board of Directors at the Annual Meeting. The Chair shall be responsible for setting the agenda of all board meetings.

 

Section 2.  The Vice-Chair shall serve in the absence of the Chair.  

 

Section 3. The Treasurer shall be in charge of the financial records of the organization. The Treasurer shall be the custodian of all corporate funds. The Treasurer shall receive all corporate funds, deposit the same in the name of the organization in such bank or trust company as be designated by the Board of Directors, and keep an accurate record of all receipts and disbursements. The Treasurer shall be a co‑signer with the Chairperson on all notes and mortgages. Upon the direction of the Board the Treasurer shall execute any and all legal instruments given on behalf of the organization and shall, if required by the Board, give such surety bond as may be required at the expense of the organization. The Treasurer shall report on the financial status of the organization at the Annual Meeting as well as, on request, at any meeting of the Board of Directors. The Treasurer shall be able to issue checks for the organization.

 

Section 4. The  The Secretary shall keep accurate records of all Board, Special and Annual Meetings. The Secretary shall be responsible for keeping an accurate record of membership of the organization and shall be responsible for giving adequate notice of all meetings of the Board of Directors. The Secretary shall be responsible for sending out notice to the membership for the Annual Meeting and any Special Meetings.

 

Section 5.  Any officer may be removed from office on the basis of a resolution adopted by the Board of Directors by a majority vote.

                                               

 

 

ARTICLE VI

 

Committees

 

                The Board of Directors may establish committees to advise and assist in the affairs of the organization of the organization and appoint members to serve on them. A committee shall have the power to report to the Board of Directors, but shall not have the power to bind the organization by any action.

 

 

ARTICLE VII

 

Fiscal Year

 

                The fiscal year of the organization shall be from the 1st day of October to the 30st day of September.

 

 

 

ARTICLE VIII

 

Amendments

 

Section 1. These bylaws may be repealed or amended at any meeting of the voting members of the Board of Directors by a two‑thirds (2/3) vote of those present and eligible to vote provided notice of the proposed action setting forth the substance thereof has been given to all voting members with the call of the meeting.

 

Section 2. Whenever the Board of Directors  recommends in writing that the bylaws be amended, the Chair of the Board shall direct the Secretary to send out notice of the proposed action to be taken at the next meeting.

 

 

 

ARTICLE IX.

 

Indemnification

 

[check with attorney?]

                                Friends of Schoodic shall indemnify to the fullest extent by law any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a member, director, officer, employee, agent or volunteer of the Friends of Schoodic, or is or was serving at the request of the Friends of Schoodic as a member, director, officer, employee, agent or volunteer of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, provided that no indemnification shall be provided for any person with respect to any matter as to which he shall have been finally adjudicated in any action, suit or proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the Friends of Schoodic or, with respect to any criminal action, or proceeding, had reasonable cause to believe that his conduct was unlawful.  The foregoing indemnification shall continue as to a person who has ceased to be such a member, director, officer, employee, agent or volunteer, and shall inure to the benefit of the heirs and personal representatives of such person.

 

ARTICLE X

Dissolution

 

                Upon dissolution of Friends of Schoodic or the termination of its activities, the assets of this organization remaining after the payment of all its liabilities shall be distributed exclusively to one or more organizations organized and operated exclusively for such purposes as shall then qualify as an exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue Code of 1954, as amended, and as a charitable, religious, eleemosynary, benevolent or educational corporation within the meaning of Table 13B of the Maine Revised Statutes as amended.