CORPORATE BYLAWS
SHELDON FAMILY ASSOCIATION
Adopted August 3, 2002
Amended through August, 2011
A Maine Nonprofit Mutual Benefit Corporation
within the meaning of Section 501(c)(7) of the
Internal Revenue Code of 1986 as Amended
Table of Contents (Click on topic)
Identity and General Provisions
Articles of Incorporation
Corporate Seal
Fiscal Year
Gender
Name of Corporation
Notices - Proof
Offices
Registered Agent and Office
Review and
Amendment of Bylaws
Severability
Waiver of Notice
Board of Directors
Attendance
Board Action Without a Meeting
Compensation
Identity
Meetings
Notice of Meetings
Powers and Duties
Qualifications
Quorum
Removal
Resignations
Terms of Office
Vacancies
Voting and Manner of Acting
Committees
Indemnification
Members
Fees and Dues
Good Standing
Meetings
Membership
Qualifications
Notice of Meetings
Quorum
Registration Fees
Voting and Manner of Acting
Voting Rights
Officers
Election
Powers and Duties
Removal
Resignation
Term of Office
Vacancies
Purpose
Article I. Identity
1.1 Name: The name of the corporation shall be that name specified in
the Articles of Incorporation of the corporation in effect from time to
time (hereinafter the Corporation). The name of the Corporation may be
changed by amendment of its Articles of Incorporation. The Corporation may
register to do business under one or more assumed names by filing
appropriate registrations with the Secretary of State of the State of Maine.
1.2 Offices: The principal office of the corporation shall be located
at such place, within or without the state of Maine, as its business and
activities may require, and as the Directors may, from time to time,
designate. The location of the Corporation's principal office may be changed
by the Directors from time to time without amendment of these Bylaws.
1.3 Registered Agent and Office: In compliance with the Maine
Nonprofit Corporation Act, the Corporation shall have, and continuously
maintain, a statutory registered agent who shall be a resident of the state
of Maine. The initial registered agent shall be the person designated in the
Articles of Incorporation and the Directors shall have the power to change
the identity of the registered agent from time to time by filing an
appropriate form with the Secretary of State of the State of Maine. The
registered agent shall maintain a registered office within the state of
Maine. The address of the registered office may be changed from time to time
by either the registered agent, or the Directors, upon filing an appropriate
form with the Secretary of State of the State of Maine.
1.4 Corporate Seal: If it is desired, the Corporation shall have a
circular seal containing the name of the Corporation, the year of its
incorporation and the word "Maine." A corporate seal may be adopted at any
time by a vote of the Directors at a meeting duly called and held in
accordance with these Bylaws. Unless a formal corporate seal is desired, the
official corporate seal shall be the common wafer seal.
1.5 Articles of Incorporation: The name and purposes of the
Corporation shall be as set forth in the Articles of Incorporation. These
Bylaws, the powers of the Corporation, its Directors, Officers and all
matters concerning the conduct and regulation of the affairs of the
Corporation shall be subject to the Articles of Incorporation in effect from
time to time.
Article 2. Purpose
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This Corporation is organized and shall be operated exclusively for
pleasure, recreation and other nonprofit purposes within the meaning of
Section 501(c)(7) of the Internal Revenue Code of 1986 as amended (the Code).
In furtherance of these purposes, the activities of the Corporation shall
support the development of a general repository of information concerning
Sheldon family lineage in the United States and include the promotion and
advancement of a central source of information and study for Sheldon lineage
researchers, for Sheldon family social activities, and for the pleasure and
enjoyment of members of the Corporation; provided, however, that
substantially all of the activities of this Corporation shall be for such
purposes and no part of its net earnings shall inure to the benefit of any
Member, Director or any private individual.
As used here, the Sheldon family centers on the four known Colonial Sheldons:
Godfrey of Bakewell, England and Saco, Maine;
Isaac of Windsor, Connecticut and Northampton, Massachusetts;
John of Providence, Rhode Island; and
John of South Kingstowne, Rhode Island.
Article 3. Members
3.1 Qualification for Membership: Persons shall be eligible for membership
if they can document family descendance from a Sheldon or Sheldon family who
came to New England prior to 1660 or have come into these families through
marriage or adoption. Applicants must be approved and certified to the
Treasurer by the Genealogist of this Corporation and the Treasurer shall
enter the names of the persons so certified on the Membership Role of the
Corporation. The Members of this Corporation shall be those persons eligible
for Membership whose names have been entered on the Membership Roll
maintained by the Treasurer of the Corporation pursuant to its Corporate
Bylaws. Membership in this Corporation is not transferable or assignable.
3.2 Classes of Members; The members of the Corporation shall be divided into
four defined classes as follows:
a. Regular - persons who have authenticated their descent from a recognized
Sheldon ancestor and are therefore entitled to all lineage information
available from the Genealogist;
b. Members at large - persons who have come into a Sheldon family by
marriage or adoption or who have not yet completed the documentation of
their descent from a recognized Sheldon;
c. Life - persons who have authenticated their descent from a recognized
Sheldon ancestor and have subscribed by paying a single payment of dues in
an amount specified in the Bylaws of the Corporation;
d. Honorary - persons who have been voted into membership by a majority vote
of the members present at an annual meeting.
3.3 Voting Rights of Members: Each Member in good standing who attends an
Annual or Special meeting of the Members shall be entitled to one vote on
each matter submitted to a vote of the Members. No voting by proxy shall be
permitted. The Members shall have the right to vote only on the following
matters:
a. Election of Directors;
b. Election of President, Vice President, Treasurer and Recording Secretary;
c. The approval of the location for holding each subsequent Annual Meeting
of the Members upon the recommendation of the Directors;
d. Authorize, approve or ratify any conflict of interest transaction
pursuant to Title 13-B, Section 718.4.B and 718.6, M.R.S.A.;
e. Amendment or restatement of the Articles of Incorporation or the Bylaws
of the Corporation;
f. The approval of the sale, or other disposition (but not the mortgage or
pledge) of all, or substantially all, of the assets and property of the
Corporation, the dissolution of the Corporation, or its merger with or
consolidation into another corporation; and
g. Any other matter that is required or permitted by law, or that the
Directors determine to submit to a vote of the Members.
3.3 Good standing; Payment of Membership Registration Fees and Annual Dues
Required: Membership registration fees and annual dues as well as any other
criteria required for Membership in the Corporation shall be established by
the Directors of the Corporation from time to time and promulgated in rules
and regulations pursuant to these Bylaws. Members shall be in good standing
for terms of one year renewable annually upon payment of current annual dues
as well as satisfaction of any criteria for continued Membership as these
Corporate Bylaws may specify, or as the Directors may determine from time to
time. Members who are not in good standing for nonpayment of annual dues may
be reinstated upon the payment of the registration fee and current annual
dues.
3.4 Meetings of the Members:
a. An Annual Meeting of the Members shall be held once each year during the
months of July, August or September or a date and time fixed by the
Directors and set forth in the notice of the meeting for the purpose of
electing Officers and Directors, approving the recommendation of the
Directors for the location of the subsequent Annual Meeting and for the
transaction of such other business as may properly come before the meeting.
Location of each Annual Meeting shall be determined at the previous Annual
Meeting upon recommendation of the Board of Directors and approval by a
majority vote of members attending. In the event of a failure for any reason
to hold an Annual Meeting as aforesaid, any business which might properly be
transacted at an Annual Meeting, including the election of Directors, may be
transacted at a Special Meeting held in lieu thereof.
b. Special Meetings of the Members may be called at any time by the
President of the Corporation or by the Directors, or upon written request of
at least ten percent (10%) of the Members of the Corporation having voting
rights.
3.5 Notice of Meetings: Notice of any Meetings of the Members shall be given
by publication in the Sheldon Family Association Quarterly, by electronic
communication, or by mailing to each Member registered on the Membership
Roster of the Corporation a written or printed notice. The notice shall
specify the purpose, place, day and hour of the Meeting. Members shall
receive not less than thirty (30) days notice of the meeting.
3.6 Agenda for Meetings of the Members: Agenda at any meetings of the
Members of the Corporation shall be as follows:
a. Annual Meetings:
(1) Call to order;
(2) Presentation and approval of minutes of last Annual Meeting, and of any
Special Meetings held since that meeting;
(3) Presentation of the Annual Report of the Corporation;
(4) Presentation of the Director's recommendation for the location of the
next Annual Meeting of the corporation and approval of same;
(5) Transaction of other business that may properly be brought before the
meeting;
(6) Election of Officers and Directors of the Corporation;
(7) Adjournment.
b. Special Meetings:
(1) Call to order;
(2) Reading of the official call for the meeting;
(3) Transaction of the business for which the meeting is called;
(4) Adjournment.
3.7 Quorum, Voting and Manner of Acting:
1) At any meeting of the Members of the Corporation, a quorum for the
transaction of business shall consist of those members in good standing
present at any meeting of members duly called as provided in this Article.
2) The act of a majority of the Members present in person at a meeting at
which a quorum has been declared shall be the act of the Members, unless the
act of a greater number is required by the Articles of Incorporation, by
these Bylaws, or any provision of law.
3.8 Membership Fees and Dues:
1) Registration Fee: There shall be a one-time registration fee for new and
reinstated members in the amount of $15.00.
2) Annual Dues: The annual dues for regular and Members at Large shall be
$15.00 effective 1 July 2010.
3) Life Membership: The dues for a lifetime membership shall be a one time
payment in the amount equal to twenty (20) times the dues currently in
effect for regular and Members at Large.
4) Payment of Dues: Regular and Members at Large dues shall be payable in
advance on the first day of August in each year.
5) Default and Termination of Membership: Membership shall be terminated
when any member is in default in the payment of dues for a period of six months from the beginning of the period for which such dues become payable.
Article 4. Board of Directors
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4.1 Identity, Qualifications and Terms of Office: The activities, property
and affairs of the Corporation shall be managed by its Directors who must be
at all times Members in good standing of the Corporation. The total number
of Directors shall neither exceed fifteen (15), nor decline below nine (9)
Directors.
The Board of Directors shall be composed of the Officers, past Presidents,
and Directors at large as more specifically provided below:
a. Officers: Officers shall serve as Directors ex officio during the term of
their office and until their successors are elected and qualified, or until
their death, removal, or resignation.
b. Past Presidents: Past Presidents shall serve as Directors for a term of
ten (10) years after the termination of their office as President, or until
their death, removal, or resignation.
c. Directors at Large: Directors at large shall serve on the board of
Directors for no more than two terms of three-years each or until their
successors are elected and qualified, or until their death, removal, or
resignation. Terms shall be staggered to promote continuity.
4.2 Powers and Duties: The Directors shall have responsibility for
management of the affairs of the Corporation that are not expressly reserved
to the Members. Each Director is expected to attend all meetings, prepare
written reports and contribute to discussions. The Board of Directors shall
have as its primary function the establishment of policies consistent with
the purpose of the Corporation and the assumption of responsibility for
resource management on behalf of the Corporation.
The Directors shall have all the rights set forth in the Articles of
Incorporation, these Bylaws, or under Chapter 6 of Title 13-B of the Maine
Revised Statutes as amended by and through '604(4) thereof. These rights
include, but are not limited to the following:
a. To propose or recommend (for action by the Members) any amendment,
restatement, or modification of the Articles of Incorporation of the
Corporation or these Corporate Bylaws; provided, however, that an
affirmative vote of at least 2/3rds of the Directors then in office shall be
required and notice setting forth the proposed amendment, restatement or
modification is circulated to the Directors at least ten (10) days in
advance of the meeting at which action is to be taken by the Directors;
b. To recommend approval of the sale, or other disposition of all, or
substantially all, of the assets and property of the Corporation, the
dissolution of the Corporation, or its merger with or consolidation into
another corporation for action by the Members;
c. To recommend a location for the next Annual Meeting of the Members of the
Corporation for approval by the Members at each Annual Meeting of the
Corporation;
d. To acquire or take by purchase, gift, grant, lease, devise, bequest or in
any other manner and form, any and all property, real and personal,
absolutely, in trust or otherwise; and also to give, grant, bargain, sell,
encumber, mortgage, pledge, lease, exchange, convey or otherwise dispose of
any and all property; to borrow money and to execute notes or other
evidences of indebtedness, and to do all acts necessary and proper for the
carrying into effect of the purposes above set forth;
e. To authorize any Officer, Officers, agent, or agents in the name of and
on behalf of the corporation, to enter into any contract or execute and
deliver any instrument, or to sign checks, drafts or other orders for the
payment of money or notes or other evidences of indebtedness and such
authority may be general or confined to specific instances. Unless so
authorized by the Directors, no Officer or agent shall have power or
authority to bind the Corporation by any contract or engagement or to render
it liable for any purpose in any amount;
f. All funds of the Corporation not otherwise employed shall be deposited,
from time to time, to the credit of the Corporation in such banks, trust
companies or other depositories as the Directors may select, or as may be
selected by the Treasurer or any other Officer of the Corporation to whom
such power may, from time to time, be delegated by the Directors, or shall
be invested in such securities (of any nature) as the Directors may
determine from time to time;
g. To determine and periodically review the purposes and mission of the
Corporation;
h. To exercise responsibility for overall direction of the corporation by
determining annual operating and capital budgets as well as the general,
financial and investment policies of the Corporation, reviewing those
policies periodically, and delegating authority for implementation of Board
policy and day-today management to appropriate persons;
I. To establish, review and approve changes in the activities of the
Corporation consistent with the corporate purpose; and
j. To authorize Officers and/or agents of the Corporation to: purchase,
lease, manage and sell land and buildings; incur debt and secure the same by
mortgage and pledge of real and personal property, tangible and intangible;
to purchase and/or sell securities or other financial investment
instruments; and to accept gifts or bequests on behalf of the Corporation.
4.3 Attendance: Directors are expected to attend all meetings of the Board
of Directors and of any committees on which they serve, unless excused by
the President for good cause or unless this provision is waived by unanimous
vote of the remaining Directors. Participation in meetings by telephone
conference call shall have the same effect as presence in person at the
meeting.
4.4. Vacancies: In the event of a vacancy on the Board of Directors
occurring between Annual Meetings, the President may appoint a member in
good standing to fill the vacancy until the next Annual Meeting of the
Members, at which time the Vacancy shall be filled in the manner, and for
the unexpired term, of the person creating the vacancy.
4.5 Removal: Any Director may be removed from office with cause at any
meeting by affirmative vote of at least 2/3rds of the Directors then in
office. The removal of a Director who serves as such ex officio shall also
serve to remove the Officer from Office.
4.6 Resignations: Any Director may resign at any time either by notice in
writing to the Treasurer or by absence from three (3) successive meetings of
the Directors. Written resignations shall take effect at the time therein
specified, or upon receipt if no time shall have been specified. With
respect to resignations deemed offered by three consecutive absences, they
shall not be accepted except by affirmative vote of a majority of Directors
present at a meeting subsequent to the meeting giving rise to the deemed
offer of resignation. Unless otherwise specified, the acceptance of such
resignation shall not be necessary to make it effective. The resignation of
a Director who serves as such ex officio shall also serve as the resignation
of the Officer from Office.
4.7 Meetings: There shall be an Annual Meeting of the Directors held without
any notice other than this bylaw immediately prior to and in the same
location as the Annual Meeting of the Members in each year. Additionally,
There shall be such Regular and special Meetings of the Directors, and/or
the corporate Officers and/or the committees as are necessary to conduct the
business of the Corporation. Location and time of these regular and special
meetings shall be at the discretion of the Board. Special meetings may be
called at the discretion of the President, or at the request in writing of
at least three (3) of the Directors.
4.8 Notice of Meetings: Except as otherwise provided herein, a minimum of
ten (10) days notice for special meetings of the Board shall be given except
that shorter notice may be given if necessitated by an emergency. Notice
shall be given either by mail, telegraph, telephone or electronic
communications and such notice shall include at least an agenda and list of
items to be voted upon.
4.9 Quorum, Voting and Manner of Acting:
At least twenty percent (20%) of
the Directors shall constitute a quorum. Unless otherwise required by law,
the Articles of Incorporation, or these Bylaws, the act of a majority of the
Directors present at a meeting where a quorum is present shall be the act of
the Board. In unusual circumstances, a Director may participate in any
meeting of the Board by means of conference-telephone, or similar
communications equipment enabling all Directors participating in the meeting
to communicate with one another. Such participation in a meeting shall
constitute presence in person at such meeting. Voting by proxy shall not be
permitted.
4.10 Mechanisms for Board Action Without a Meeting: If all of the Directors
sign a written consent specifying any action desired to be taken by the
corporation, such action shall be a valid corporate action as though it had
been authorized at a meeting of the Board and the Recording Secretary shall
file such consent with the minutes of the meeting of the Board to be read at
the ensuing regular meeting. A consent may be executed in counterpart
originals as long as all counterparts are maintained in the corporate record
book by the Recording Secretary.
4.11 Compensation: Directors shall not be compensated for their service as
Directors of the Corporation, but they may receive reasonable remuneration
for services rendered to, or on behalf of the Corporation. Directors may be
reimbursed for reasonable expenses incurred in their service as Directors.
Article 5. Officers
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5.1 Officers: The Officers of the Corporation shall be a President, a Vice
President, a Genealogist, a Treasurer, a Recording Secretary, a Webmaster,
an SFAQ Editor, the DNA Group Administrator and such other Officers as the
Directors may consider to be necessary or advisable from time to time.
Officers must be Members in good standing.
5.2 Election and Term of Office:
a. The President, Vice President, Treasurer and Recording Secretary shall be
elected for terms of two (2) years by the Members at the annual meeting of
the Corporation and may serve only two consecutive terms in office unless
the Nominating Committee is unable to slate a replacement. The President and
Vice President shall be elected in even numbered years and the Treasurer and
Recording Secretary shall be elected in odd numbered years. If the election
of Officers is not held at such meeting, such election shall be held as soon
thereafter as is practicable.
b. The Genealogist, Webmaster, SFAQ Editor and DNA Group Administrator shall
be elected by the Directors for an indefinite term and shall serve at the
pleasure of the Board.
c. Each Officer shall hold office until his or her successor has been duly
elected and qualified, or until the Officer=s death, resignation or removal.
5.3 Resignation: Any Officer may resign by giving written notice thereof to
the Recording Secretary or the President and (unless otherwise provided by
these Bylaws) no vote of acceptance shall be necessary to make it effective.
Resignations shall be effective on the date specified therein, or if no date
is specified, then upon receipt.
5.4 Removal: Any Officer elected or appointed by the Directors may be
removed by the Directors whenever in their judgment the best interests of
the corporation would be served thereby. Any such removal shall be without
prejudice to the contract rights, if any, of the Officer so removed;
provided, however, that the election of any individual to corporate office
shall not create contract rights.
5.5. Vacancies:
a. Upon the vacancy in the office of President, the Vice-President shall
assume the position of President for the unexpired portion of the term:
b. Upon the vacancy in the offices of Vice President, Treasurer or Recording
Secretary, the President may appoint a member in good standing to fill the
vacancy as provided in Article 4.4.
c. Upon the vacancy in the offices of Genealogist, SFAQ Editor, Webmaster
and DNA Group Administrator, a replacement shall be elected as provided in
Section 5.2.
5.6 Powers and Duties: The several Officers shall have the following powers
and duties and shall perform such other duties as may from time to time be
specified in resolutions or other directives of the board of Directors.
1) President: The President shall preside at all meetings of members, and
all meetings of the board of Directors. The President shall act as operating
and directing head of the Corporation, subject to policies established by
the board of Directors. The President shall act as Spokesperson for the
organization.
2) Vice-President: The Vice President shall perform such duties as may be
from time to time assigned. The Vice-President, as authorized by the board,
shall have all the powers and perform all the duties of the President in
case of the temporary absence of the President or in the case of the
Presidents temporary inability to act. In case of the permanent absence or
inability of the President to act, the Vice President shall fill the office
of the President for the unexpired portion of the term. The Vice-President
shall serve as Chair of the Conference Committee.
3) Genealogist: The Genealogist shall serve as Chair of the Genealogical
Committee.
4) Treasurer: The Treasurer shall have general custody of all of the
financial books and records and funds of the Corporation. The Treasurer
receives money for dues, and issues membership cards. The Treasurer shall
deposit the funds of the Corporation in such bank or banks as the board of
Directors may designate. Regular books of account shall be kept under the
Treasurer=s direction and supervision, the Treasurer shall render financial
statements to the President, Directors and members at proper times. The
Treasurer shall have charge of the preparation and filing of such reports
and financial statements and returns as may be required by law. The
Treasurer of the Corporation shall maintain a roster of the current Members
of the Corporation indicating the name and address of each and whether each
is in good standing. The Treasurer shall, at the direction of the President,
give or cause to be given required notices of all meetings of the members
and the board of Directors. The Treasurer shall give to the Corporation such
fidelity bond as may be required by the Directors from time to time, and the
premium therefore shall be paid by the Corporation as an operating expense.
5) Recording Secretary: The Recording Secretary shall keep the minutes of
all meetings of members of the board of Directors and all meetings of the
membership in one or more corporate books reserved for this purpose. The
Recording Secretary shall be the custodian of the Corporation=s books and
records except those maintained by the Treasurer and those records, books,
and other reference material maintained by the Genealogical Committee The
Recording Secretary shall perform all the duties incident to the office of a
Recording Secretary of a Corporation.
f. Webmaster: The Webmaster shall be responsible for the conception, design,
development, management, documentation and implementation of Internet-based
applications to support the operations of the Corporation.
g. DNA Group Administrator: The DNA Group Administrator is the liaison with
the Corporation=s Family Surname Project. The Administrator attempts to
identify the DNA of the original colonial Sheldons to determine if they are
related and solve their English ancestry. The Administrator encourages
participation in the DNA Project by our members and English cousins. The
Administrator assists members in interpreting their DNA test results. The
Administrator cooperates with other genealogy groups involved in DNA
projects.
h. SFAQ Editor: The SFAQ Editor shall plan the content of each issue of SFAQ,
write articles and reviews, and edits, and condenses the writing of others.
The objective is to arrange written material in preparation for its final
presentation. Subjects of the articles appearing in SFAQ should be of
historical interest, Sheldon genealogy related, or on genealogy education.
Article 6. Committees
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6.1 Standing Committees: To facilitate the management of the affairs of the
Corporation, the following standing committees are established to perform
the functions as indicated. Except for the Genealogical Committee and the
Conference Committee, the President shall appoint one of the Directors to
each standing committee, who shall act as Chair of the committee. Other
members of the standing committees shall be designated by the Chair.
a. Genealogical Committee: The Genealogical Committee shall act on all
applications for membership in the Corporation. This committee shall
maintain and keep available for inspection and use its files and records to
all members in good standing and assist applicants for membership to develop
their genealogical lines. Only members in good standing shall be provided
full access to the genealogical records. The Genealogist shall serve as
Chair of the Genealogical Committee and other members of the Committee shall
be appointed by the chair.
b. Conference Committee: The Conference Committee shall select future sites
for annual meetings and advise and assist in activities related to the
annual meeting. The Vice President shall serve as Chair of the Conference
Committee and other members of the Committee shall be appointed by the
chair.
c. Membership Committee: The Membership Committee shall promote membership
in the Corporation.
d. Nominating Committee: The Nominating Committee shall solicit names of
qualified nominees for Officers and for the board of Directors and submit
the names of the nominees to the membership of the Corporation at least
thirty (30) days prior to the annual meeting. An opportunity for nominations
from the floor at such annual meeting shall also be allowed.
Prior to each Annual Meeting of the Directors, the Nominating Committee
shall review these bylaws and suggest any necessary changes to the Board of
Directors.
6.2 Special and Ad Hoc Committees: The President may appoint special or ad
hoc committees to advise the Directors whenever in the President=s judgment
the best interest of the Corporation will be served thereby. The President
shall appoint one of the Directors to each committee, who shall act as Chair
of the committee. Other members of the committees shall be designated by the
Chair. Such committees shall report at the Annual Meeting subsequent to
their appointment and shall then dissolve unless continued or extended by
the President for another year; provided, however, that the powers of such
Committees shall be limited to advising the Directors unless the Directors
specifically act to delegate such of their power and authority as they may
consider advisable (except those powers which by law, the Articles of
Incorporation, or these Bylaws may not be so delegated). The Directors shall
retain the power to rescind any delegation of authority.
6.3 Reports: The Chair of all committees shall file written reports with the
President at the Annual Meeting. The reports shall contain a summary of the
activities of the committee during the past year.
6.4 Term of Service: A member of any Committee shall serve until the next
annual meeting of the Board of Directors or until a successor is appointed,
unless the Committee shall be sooner dissolved or unless the individual is
removed from such Committee, resigns, or ceases to qualify as a member of
such Committee.
6.5 Meetings and Notice: Meetings of Standing and Special Committees may be
called by the President, the Chairman of the Committee, or any three (3) of
the Committee's voting members. Except as otherwise provided in these
Bylaws, each committee shall meet as often as necessary and appropriate to
perform its duties. The date, time and place of a meeting shall be given at
such time and in such manner as to provide reasonable notice to committee
members of the meeting. Such notice may either be oral or written, but must
be given at least twenty-four (24) hours prior to the meeting, except that
shorter notice may be given if necessitated by an emergency. Such meeting
may be held by telephone or electronic communication. Each committee shall
report to the Directors at their next Regular Meeting subsequent to each
meeting of the committee and such reports shall be kept as part of the
minutes of the meeting of the Directors.
6.6 Quorum, Voting and Manner of Acting: Except as otherwise provided in
these Bylaws, in the resolution of the Directors creating a Committee or by
the President, a majority of the full Committee shall constitute a quorum
and action taken when a quorum is present shall be the act of the Committee.
Voting by proxy shall not be permitted.
6.7 Resignations and Removals: A member of a Committee may resign at any
time by submitting a written resignation to the Chairman of the Committee,
or the President. Any member of any Committee may be removed by the
Directors whenever, in their judgment, the best interests of the Corporation
would be served thereby. Failure by any Committee member to attend two (2)
consecutive regular meetings unexcused shall warrant a letter of warning
that a third absence will be cause for removal from the Committee. The
President may remove any committee member he or she has appointed whenever,
in the President=s judgment, the best interests of the Corporation will be
served.
6.8 Vacancies: A vacancy on a Committee shall be filled for the unexpired
portion of the term in the same manner in which the selection of the
previous committee member was made. During any vacancy, the remaining
Committee members may continue to act with the power and authority of the
full Committee.
Article 7. Indemnification
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7.1 Indemnification: The Corporation shall in all cases, to the fullest
extent permitted by the Maine Nonprofit Corporation Act, indemnify any
person who was or is involved in any manner (including, without limitation,
as a party or a witness) in any threatened, pending or completed
investigation, claim, action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (including, without limitation, any action,
suit, or proceeding brought by, or in the right of, the Corporation to
procure a judgment in its favor) by reason of the fact that that person is
or was a Director or Officer of the Corporation, against all liabilities and
expenses actually and reasonably incurred by the person in connection with
such actions, suits or proceedings including but not limited to attorneys=
fees, judgments, fines and amounts paid in settlement. This Section is
subject to the limitations set forth in Section 7.2.
7.2 Limitations on Indemnification: No indemnification shall be provided for
any person with respect to any matter as to which that person shall have
been finally adjudicated in any action, suit or proceeding not to have acted
in good faith in the reasonable belief that that person=s action was in the
best interests of the Corporation or, with respect to any criminal action or
proceeding, had reasonable cause to believe that that person=s conduct was
unlawful. The termination of any action, suit or proceeding by judgment,
order or conviction adverse to such person, or by settlement or plea of nolo
contendere or its equivalent, shall not of itself create a presumption that
such person did not act in good faith in the reasonable belief that his
action was in the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.
7.3 Requirement of Indemnification: Any provision of Sections 7.1, 7.2 or
7.4 to the contrary notwithstanding, to the extent that a Director or
officer has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Section 7.1, or in defense of any
claim, issue or matter therein, that person shall be indemnified against all
expenses and liabilities, including attorneys= fees, actually and reasonably
incurred by that person in connection therewith. The right to
indemnification granted by this Section 7.3 may be enforced by a separate
action against the Corporation, if an order for indemnification is not
entered by a court in the action, suit or proceeding wherein he was
successful on the merits or otherwise.
7.4 Procedure: Any indemnification under Section 7.1, unless ordered by a
court, shall be made by the Corporation only as authorized in the specific
case upon a determination that indemnification of the director or officer is
proper in the circumstances because that person has met the applicable
standard of conduct set forth in Section 7.1 and Section 7.2. That
determination shall be made by the Board of Directors by a majority vote of
a quorum consisting of Directors who were not parties to such action, suit
or proceeding, or if such a quorum is not obtainable, or even if obtainable,
if a quorum of disinterested Directors so directs, by independent legal
counsel in a written opinion. Such a determination, once made by the Board
of Directors may not be revoked by the Board of Directors, and upon the
making of such determination by the Board of Directors, the Director or
officer may enforce the indemnification against the Corporation by a
separate action notwithstanding any attempted or actual subsequent action by
the Board of Directors.
7.5 Expenses: Expenses incurred in defending a civil, criminal,
administrative investigation, or any such action, suit or proceeding may be
authorized and paid by the Corporation in advance of the final disposition
of that action, suit or proceeding upon a determination made in accordance
with the procedure established in Section 7.4 that, based solely on the
facts then known to those making the determination and without further
investigation, the person seeking indemnification satisfied the standard of
conduct prescribed by Section 7.1 and 7.2. Those persons making such
determination may, in their discretion, require such person to provide the
following to the Corporation:
a. A written undertaking by or on behalf of the officer or Director to repay
that amount if that person is finally adjudicated:
1. Not to have acted honestly or in the reasonable belief that the person=s
action as in or not opposed to the best interests of the Corporation; or
2. With respect to any criminal action or proceeding, to have had reasonable
cause to believe that the person=s conduct was unlawful; and
b. A written affirmation by the officer or Director that the person has met
the standard of conduct necessary for indemnification by the Corporation as
authorized in this section.
The undertaking required by Paragraph (A) shall be an unlimited general
obligation of the person seeking the advance, but need not be secured and
may be accepted without reference to financial ability to make the
repayment.
7.6 Enforceability: The indemnification and entitlement to advances of
expenses provided by this Article shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any bylaw,
agreement, vote of disinterested Directors or otherwise, both as to action
in that person=s official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased
to be a Director, officer, trustee, partner or fiduciary and shall inure to
the benefit of the heirs, executors and administrators of such a person. A
right to indemnification may be enforced by a separate action against the
Corporation, if an order for indemnification has not been entered by a court
in any action, suit or proceeding in respect to which indemnification is
sought.
7.7 Insurance: The Corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a Director or officer
against any liability asserted against that person and incurred by that
person in any such capacity, or arising out of that person=s status as such,
whether or not the Corporation would have the power to indemnify that person
against such liability under this Article.
Article 8. General Provisions
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8.1 Fiscal Year: The fiscal year of the Corporation shall be from January 1
through December 31 of each year.
8.2 Gender: Any word or reference contained in these Bylaws which implies
one gender shall be applied to the other gender as appropriate.
8.3 Severability: In the event that any provision of these Bylaws is deemed
to be invalid or unenforceable for any reason, then the remaining provisions
of these Bylaws shall be construed in all respects as if such invalid or
unenforceable provisions were omitted.
8.4 Notices - Proof: An affidavit of the mailing of any notice required
hereunder with a copy of the notice attached made by the person mailing the
notice shall be sufficient proof of compliance with these Bylaws.
8.5 Waiver of Notice: Whenever any notice is required to be given under the
provisions of the Maine Nonprofit Corporation Act or under the provisions of
the Articles of Incorporation or by these Bylaws, a waiver thereof in
writing signed by the person or persons entitled to such notice, whether
before or after the time that notice was required shall be deemed equivalent
to the giving of such notice. Neither the purpose of nor business to be
transacted at any meeting need be specified on the waiver of notice, unless
specifically required by law. The attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except where a person attends
a meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened.
8.6 Review and Amendment of Bylaws: These bylaws may be changed, amended or
restated at any meeting of the Members upon affirmative vote of a majority
of the Members entitled to vote; provided, however, that:
a. The proposed amendment must have previously been reviewed by the
Directors who shall have acted by a two-thirds majority to recommend either
the passage or failure of the proposed amendment; and
b. Notice of the substance of the proposed amendment and the recommendation
of the Directors must be sent to all the Members at least thirty (30) days
before the meeting.
c. Notwithstanding Subparagraphs a and b above, yet in conformance with the
following Subparagraph, the Members at any Annual Meeting may suspend or
waive any of these bylaws by a vote of three-fourths of those in attendance.
d. No alteration, amendment or repeal of any provision which is
substantially similar to any provision contained in the Articles of
Incorporation may be made without likewise amending the Articles of
Incorporation.
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*** End of Bylaws ***
