ARTICLE I. ARTICLES OF INCORPORATION
The name of this Corporation shall be as set forth
in the Articles of
Incorporation. These ByLaws, the powers of this
Corporation and of the
Incorporators, Directors, and Officers, and all
matters concerning the conduct and
regulation of the affairs of this Corporation shall be
subject to the Articles of
Incorporation in effect from time to time. The
principal place of business of
this Corporation shall be located in such a place in
the state of Maine as
the Board of Directors shall from time to time
determine.
ARTICLE II. PURPOSE
The purpose of this charitable/educational
Corporation shall be to help
preserve, support and enhance the wilderness character
of Baxter State Park, in
the spirit of its founder, Governor Percival Baxter.
This Corporation shall
be organized and operated for charitable, benevolent,
and educational purposes.
ARTICLE III. MEMBERSHIP
Section 1. MEMBERS. There shall be both individual
and corporate/organi-
zational members in this Corporation.
Section 2. ELIGIBILITY. Any person, including an
individual, trust,
estate, partnership, association, municipality,
company, or corporation that
supports the goals of this Corporation and makes a
contribution in cash or in kind
in keeping with the policies of this Corporataion
shall become a member of
this Coorporation.
Section 3. ENROLLMENT. Membership shall be
recorded in the books of this
Corporation maintained for that purpose, together with
a record of the
amounts of donations.
Section 4. DUTIES AND PRIVILEGES. Members in good
standing are entitled
to all the benefits and prvileges associated with
their membership. Each
member in good standing shall be entitled to one vote,
which must be cast in
person. Only members in good standing are entitled to
vote at meetings of this
Corporation or to serve as officers or directors.
Section 5. DUES. The Board of Directors shall
establish dues for one or
more membership categories from time to time. The
membership of any member
shall terminate at the end of the period for which
said member has made an
appropriate contribution.
ARTICLE IV. BOARD OF DIRECTORS
Section 1. POWER AND QUALIFICATIONS
A. Membership. The general management of the
affairs of this
Corporation shall be vested in a Board of Directors
consisting of no fewer than nine
(9) persons and no more than fifteen (15) persons.
B. Powers. Except as othewise limited by the
provisions of these
ByLaws and the Articles of Incorporation, the Board of
Directors shall have and
may excercise all of the power allowed to non-profit
corporations under the
laws of the State of Maine; may establish such rules
and policies as are
necessary and convenient for the proper operation of
this Corporation; shall have and
may exercise full power and authority over all aspects
of the business and
affairs of this Corporation; and shall be solely
responsible for the proper
governance, management, control and operation thereof.
The Board of Directors may
delegate any part of such power to any officer or to
any committee of the
Board; provided, however, that no such assignment,
referral, or delegation of
authority by the Board of Directors shall preclude the
Board from exercising its
authority, and that the Board shall at all times
retain the right to rescind
any such delegation of auhthority..
C. Reserved Corporate Powers. The Board of
Directors shall submit to
the Members for approval any acquistion or divestiture
of substantial
corporate assets, in excess of an amount that may be
specified from time to time by
the members, or any borrowing in excess of an amount
that may be specified from
time to time by the members.
Section 2. ELECTION.
A. Initial Election of Incorporators.
Directors shall be initially
elected by the Incorporators at the organizational
meeting of this Corporation.
The Directors so elected shall serve until the first
meeting of the Members.
B. Election at First Meeting of members. At
the first meeting of
the Members, five (5) Directors shall be elected for a
three-year term, five (5)
Directors shall be elected for a two-year term, and
five (5) Directors shall
be elected for a one-year term.
C. Subsequent Elections. Subsequent to the
first meeting of the
members, all Directors shall be elected for a
three-year term.
Section 3. TERM OF OFFICE. Except as set forth
above, each Director
shall serve for a term of three years. No person may
serve as a Director for more
than two consecutive three-year terms, and a person
who has served as a
Director for two consecutive terms shall not be
eligible to be a Drector until a
period of one year has elapsed from the person’s last
service as a Director.
Section 4. RESIGNATION. Any Director may resign
at any time by giving
notice of such resignation in writing to the
Secretary. Such resignation shall
be effective at the time specified therein, or if no
time is specified, upon
receipt by the Secretary.
Section 5. REMOVAL. Directors may be removed at
any time by action of
the Members. In all cases, the removal of Directors
from office shall only be
in accordance with the applicable provisions of law,
the Articles of
Incorporation, and these Bylaws.
Section 6. VACANCIES. The Directors may elect a
new Direcor to fill
any vacancy among the Directors to serve for the
unexpired term of office. A
vacancy shall be declared to exist in the event of the
death, incapacity,
resignation, or removal of any Director.
ARTICLE V. MEETINGS OF THE MEMBERS
Section 1. ANNUAL MEETING. The Annual Meeting of
the Corporation shall
be held on such day in __________ in each year, or on
such other date, and at
such place and time as the Members may determine. The
purpose of the Annual
Meeting shall be to receive annual reports of the
operations and financial
condition of the Corporation, to elect Directors and
Officers, and to transact any
other business that may properly come before the
meeting.
Section 2. SPECIAL MEETINGS. Special meetings of
the Members may be
called at any time by the President, the Board of
Directors, or by petition in
writing filed with the Secretary signed by not fewer
than twenty-five members or
ten percent of the enrolled membership, whichever is
less. No business may be
transacted at any special meeting that is not
specified in the notice of
meeting.
Section 3. NOTICE. At least seven (7) days’
written notice shall be
given of all meetings of the Members stating the date,
time and place of such
meeting and the purpose or purposes for which the
meeting is called.
Section 4. VOTING. At any meeting of the Members,
twenty members or five
percent of the total membership at of the close of the
last fiscal year,
whichever is less, shall constitute a quoum. In the
absence of a quorum, the
members then present shall have the power to adjourn
from time to time until a
quorum appears. Each member shall have one vote.
There shall be no voting of
proxies at any meeting of the Members.
ARTICLE VI. Meetings of the Board of Directors
Section 1. MEETINGS OF THE BOARD OF DIRECTORS.
The Board of Directors
shall hold an annual meeting immediately following the
annual meeting of the
members. Regular meetings of the Board of Directors
shall be at such place and
time as the Board of Directors may from time to time
detemine.
Section 2. NOTICE. Reasonable written notice
shall be required of any
regularly scheduled meeting of the Board of Directors.
Forty-eight (48) hours
notice of any special meeting shall be given each
Director, stating the
purpose for which the special meeting is called.
Section 3. QUORUM AND VOTING. A majority of
the Directors then
serving shall constitute a quorum at all meetings of
the Board of Directors.
Voting shall be by vote of a majority of the members
of the Board present. If a
quorum is not present the Directors then present may
adjourn the meeting until
a quorum shall be present.
Section 4. ACTION WITHOUT A MEETING. Any action
required or pemitted to
be taken at a meeting of the Board of Directors may be
taken without a
meeting if all of the Directors sign written consents
setting forth the action to be
taken at any time before the intended effective date
of such action. Such
consents shall be filed with the minutes of the
meeting of the Board, and shall
have the same effect as a unanimous vote.
Section 5. TELEPHONIC PARTICIPATION IN MEETINGS.
Members of the Board
of Directors may participate in a meeting of the Board
by means of conference
telephone call or similar communications equipment
that permits all persons
participating in the meeting to hear each other at the
same time, and
partcipation by such means shall constitute presence
in person at a meeting.
Section 6. CONDUCT OF MEETINGS. The Board of
Directors shall decide
what rules will govern the conduct of its meetings.
Section 7. WAIVER OF NOTICE. Whenever any
written notice is
required to be given by these Bylaws, a waiver of
notice signed either before or
after the action for which notice is required shall
have the effect of written
notice.
Section 8. VOTING. Each Director shall be
entitled to one vote on
any matters before the Board of Directors and only
those present may vote.
There shall be no cumulative voting nor voting by
proxies at meetings of the
Board of Directors.
Section 9. ADDITIONAL ADVISORS. The Board of
Directors or the Chairman
may invite additional individuals with expertise in
pertinent areas to meet
with and advise the Board of Directors. Such advisors
shall not vote nor be
counted in determining the existence of a quorum, and
may be excluded from any
executive session of the Board by a majority vote of
the Directors then present.
ARTICLE VII. OFFICERS
Section 1. ENUMERATION. The officers of this
Corporation shall be a
President, a Vice-President, a Secretary, a Treasurer,
and such other officers as
may from time to time be determined by the Members.
Section 2. POWERS. The Officers shall have the
powers and perform the
duties customarily belonging to their respective
offices or assigned them by
the Members or Directors, including the powers and
duties listed below:
A. President. The President shall preside at
all meetings of the
Board of Directors at which the President is present.
The President shall sign
for this Corporation all documents that the President
is required to sign by
law or by specific authorization of the Board of
Directors, including deeds of
conveyance, major dcorporate documents, and agreements
or formal instruments
that require and dhave received the specific
authoriazation and approval of the
Board of Directors. The President shall have the
power to appoint all
committees that are responsible to the President. The
President shall be an
ex-officio non-voting member of all comittees of this
Corporation. The President may
serve as Executive Officer of this Corporation.
B. Vice President. The Vice President shall
work with and
cooperate with the President as the President may
request from time to time, and
shall act in place of and for the president in the
event of the President’s
absence.
C. Secretary. The Secretary shall keep
records of all meetings of
the Board of Directors and make a report thereon, and
shall issue calls and
notices of meetings. The Secretary shall serve as
Clerk when the law requires.
D. Treasurer. The Treasurer shall be in
charge of all monies,
funds, and securities of the Corporation, and shall
cause to be rendered to the
Members and the Board of Directors at the annual
meeting and whenever else so
requested by them an accurate account of all sums
received and disbursed during
the preceding fiscal year or other relevant time
period as well as all sums and
funds that are not expended.
Section 3. RESIGNATION. Any Officer may resign
at any time by giving
written notice of such resignation to the Secretary.
Such resignation shall
take effect at the time such notice is received or at
any later time specified in
such notice, and unless otherwise specified in such
notice, the acceptance of
such resignation shall not be neceesary to make it
effective.
Section 4. REMOVAL. When in the judgment of the
Directors the best
interests of this Corporation will be served thereby,
any Officer may be removed
from office either with or without cause by a majority
vote of the Directors
(other than the officer). Such removal shall be
without prejudice to contract
rights, if any, of the person so removed. Election or
appointment of an
officer shall not of itself create any contract
rights.
Section 5. VACANCIES. A vacancy in any office
may be filled by a
majority vote of the Directors.
ARTICLE VIII. COMMITTEES
Section 1. Executive Committee. The Board of
Directors may establish an
Executive Committee of the Board of Directors
comprised of the president, and
such other Directors and Officers as determined by the
Board of Directors who
shall serve at its pleasure. The Executive Committee
shall have such powers,
duties, and procedures as determined from time to time
by vote of the Board of
Directors, including the power to bind the Corporation
without further vote
or ratification of the Board of Directors. The
Executive Committee shall
report to the Board of Directors at such times and in
such manner as determined by
the Board of Directors.
Section 2. Other Standing Committees. The
following committees shall
constitute the Standing Commitees of this Corporation:
A. The Membership Committee shall propose the
membership categories
to the Membership, do membership cultivation and
recruitment, and be sure the
membership records are accuately kept.
B. The Publications/ Public Relations
Committee shall provide a
regular newsletter, coordinate the actual publication
of educational and other
materials, and seek ways to keep our work before the
public.
C. The Finance Committee shBudget, and
provide support and counsel
for the Treasurer.
D. The Development Commitee shall develop and
coordinate all
fund-raising activities and cultivate broad long-term
and short-term support for the
organization.
E. The Education Comittee shalldevelop
programs and educational
materials on Bxter State park’s unique rexources,
values, and wild character and
help the organization to bring people together toshare
opinions, ideas and
conviction - for the good of the park.
Section 3. Special or Ad Hoc Committees. The
Board of Directors may
from time to time establish such special or ad hoc
committees as it deems fit.
The President shall complete by appointment all
special and ad hoc committees,
designating the chairperson of each, as soon as
practicable after the meeting
at which such committee is established.
ARTICLE IX. COMPENSATION
No Director shall receive compensation for service
as a Director or
Officer of this Corporation. Directors and Officers
may be reimbursed for
reasonable expenses incurred in the performance of
their duties.
ARTICLE X. INDEMNIFICATION.
Section 1. AUTHORITY TO INDEMNIFY. This
Corporation shall to the extent
legally permissable indemnify each of its Directors,
Officers, employees, or
agents (and the heirs, executors, and administrators
of such Diretcors,
Officers,employee, or agent) against all expenses or
liabilities reasonably incurred
in connection with or arising out of any action or
threatened action, suit, or
proceeding, whether civil, criminal, administrative or
investigative, in
which said Director, Officers, employee, or agent may
be involved by reason of
being or having been a Directos, Officer, employee, or
agent of this Corporation,
or of serving or having served at the requestof this
Corporation as a
Director, Officer, employee, or agent of another
corporation, partnership, joint
venture, trust, or other enterprise.
Section 2. SCOPE OF INDEMNIFICATION. The
expenses and liabilities for
which a Director, Officer, employee, or agent may be
indemnified shall include,
but shall not be limited to, judgments, fines, court
costs, and attorneys’
fees, and the cost of reasonable settlements, provided
that no such
indemnification shall be made in relation to matters
as to which such Director, Officer,
employee, or agent, shall be finally adjudged in any
such action, suit, or
proceeding not to have acted in good faith in the
reasonable belief that the
action complained of was in the best interests of this
Corporations or, with
respect to any criminal action or proceeding, shall be
finally adjudged to have had
reasonable cause to believe that said conduct was
unlawful. In the event that
a settlement or compromise of such action, suit, or
proceeding is
effected,indemnification may be had, but only if the
Board of Directors shall have been
furnished with an opinion of counsel for this
Corporation and that such
Director, officer, employee, or agent appears to have
acted in good faith in the
reasonable belief that said action was in the best
interests of this Corporation,
and if the Board of Directors shall have adopted a
resolution approving such
settlement or compromise. The foregoing right of
indemnification shall not be
exclusive of other rights to which any Director,
Officer, or other corporate
personnel may be entitled as a matter of law.
Section 3. INSURANCE. This Corporation shall
have the power to purchase
and maintain on behalf of any person who is or was a
Director, Officer,
employee, or agent of the Corporation, or who is or
was serving at the request of
this Corporation as a Director, Officer, employee, or
agent of another
corpooration, partnership, joint venture, trust, or
other enterprise, against any
liability asserted against such person in such
capacity, whether or not this
Corporation would have the power to indemnify such
person against such liability
under the applicable provisions of these ByLaws.
ARTICLE XI. CONFLICT OF INTEREST
Any existing or potential conflict of interest on
the part of any
Director shall be disclosed by the Director to the
Board of Directors at the earliest
possible meeting of the Board after the conflict of
interest becomes known to
the Director, and shall be made a matter of record
through such annual
reporting and certification procedure as the Board of
Directors shall require. Any
Director having an existing or potential conflict of
interest to any matter
that is the subject of action by the Board of
Directors may be counted in
determining the quorum for the meeting at which the
matter is considered, but shall
not vote on the matter. The minutes of the meeting
shall reflect the fact
that a disclosure was made, the substance of such
disclosure, the exsistence of a
quorum, and the abstention from voting by the Director
involved. The
foregoing requirements shall not be construed to
prevent any such Director from
briefly stating a position and interest in the matter,
or from answering pertinent
questions of other Directors. For the purpose of this
Articles and all
Corporation rules, regulations, and policies
promulgated in furtherance thereof,
“conflict of interest” shall be defined to mean the
existence of a state of facts
in which the financial interest of a Diretcor, any
member of the Director’s
imediate family, any business or professional
associate, or any business
organization with which the Director is connected may
be furthered or benefitted,
directly or indirectly, as a result of a contract or
other transaction with or
involving this Corporation or any department,
division, or unit gthereof.
ARTICLE XII. GENERAL
Section 1. CORPORATE SEAL. The corporate seal
shall be in a form
determined from time to time by the Board of
Directors.
Section 2. FISCAL YEAR. The fiscal year of this
Corporation shall begin
on the first of day of _______ and end on the
__________day of _________,
unless other wise determined by the Members.
ARTICLE XI. AMENDMENTS
The Articles of Incorporation and these ByLaws may
be altered, amended or
repealed only with the approval of the Members, as
expressed by a majority
vote of the Members and at Annual or Special Meeting
of the Members.
ARTICLE XII. PROHIBITION AGAINST PRIVATE GAIN
(These are required for 501(c)(3) status)
Section 1. INSIDER TRANSACTIONS. No officer or
Director, or any person
who is related to an Officer or Director by blood,
marriage, or otherwise shall
recieve any direct or indirect pay, compensation, or
benefit from this
Corporation. No private benefit shall pass to any such
person or to any
organization or entity controlled by any such person.
Notwithstanding the foregoing,
this Corporation may reimburse the reasonable expenses
necessarily incurred in
the business of this Corporation by a person thereunto
duly authorized, and
shall not prohibit the employment of persons,
including members, to perform duties
for the Corporation and to receive compensation
therefor upon proper
authorization by the Board of Directors. No transfer,
exchange, encumbrance, or other
alienation of any real or personal property of this
Corporation shall be
conducted in such a manner that it fails to meet the
applicable requirements of the
Internal Revenue Code of 1986, as amended, and the
regulations issued
thereunder for a corporation qualifying as an exempt
organization under section
501(c)(3) thereof.
Section 2. DISSOLUTION. In the event of the
dissolution of this
Corporation, no part of its assets may inure to the
benefit of any Officer or
Director. Any party succeeding to the title or
interest of this Corporation in any
property shall be required to conform to those
restrictions or limitations of
use applicable thereto, shall administer such property
in a manner compatible
with the purposes of this Corporation, and must
qualify as an exempt
organization under section 501(c)(3) of the Internal
Revenue Code of 1986, as amended.
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