Article I: Office and Registered Agent
- The principal office of the Taylor Pond Association (referred to hereafter as the Corporation) shall be in the City of Auburn, County of Androscoggin, and State of Maine.
- The Corporation shall have and continuously maintain a registered office and a registered agent in the State of Maine, as required by the State of Maine. The registered agent shall be an individual resident of the State.
Article II: Purpose
The Corporation is formed in order to preserve the wildlife habitat, protect property values and safeguard recreational opportunities within, upon, and in proximity to or on land affecting Taylor Pond, and shall in its reasonable discretion and as it deems appropriate have the following powers:
- To perform all acts appropriate to maintain the water quality of Taylor Pond and for the preservation of the aesthetic, recreational, commercial and other values of Taylor Pond through the maintenance and improvement of such environmental factors as watershed ecology, water quality, lake water levels, shoreline woodland management, agricultural soils practices, recreational, commercial, agricultural and residential building and operational standards and related influences, such as water and boating safety.
- To conduct scientific research related to lake environmental conditions, publish the results and conclusions derived therefrom and formulate management and preservation policies based thereon.
- To advocate for Taylor Pond values where fitting and feasible in State, County and local governments, administrative agencies, and in the court of public opinion.
- To acquire, hold, own, lease, manage, use, control, mortgage, sell, exchange and otherwise dispose of real and personal property of any kind or character.
- To do all and everything necessary, suitable and proper for the accomplishment of any of the foregoing purposes or the attainment or furtherance of any of the objects hereinbefore set forth, either alone or in association with other organizations, and to do every other act or acts, thing or things incidental, related, appurtenant to or connected with the aforesaid purposes or objects or any part or parts thereof.
Article III: Membership
- The Board of Directors shall determine and set forth in separate documents the qualifications, dues, terms and other conditions of each class of member. There shall be the following classes of members:
- Individuals: Members will be those individuals who are interested in the purpose of the corporation and who pay the dues and assessments as established from time to time by the Board of Directors.
- Corporate: Members shall consist of any corporation that pays the dues and assessments as established from time to time by the Board of Directors.
- Honorary: The Board of Directors may designate individuals who do not qualify under the foregoing categories as honorary members, using criteria as the Board may develop.
- Voting Rights: Only individual members in good standing as of July 1 of each year shall have the right to vote at the annual meeting of members on those items specified in Section 3 below as well as to vote on such other issues as the Board may choose to bring before the members. A membership shall be entitled to one vote. Other classes of members may attend meetings but may not vote.
- Membership Meetings:
- There shall be an annual meeting of the members upon such date, time and place as the Board shall determine. During the annual meeting, voting members shall have the right to vote on the following matters only: election of the Board of Directors and such other matters as the Board in its discretion deems appropriate. Voting on all other matters is expressly reserved for the Board of Directors.
- Special meetings of the members may be called by the Chair of the Board, a simple majority of the Board or upon the request of at least 50% of the voting members. Members shall receive not less than fourteen days notice of the annual meeting and seven days notice of special meetings. Notice shall be given in the manner specified in Article VII of these bylaws and the notice shall state the purposes of any special meeting.
- Quorum and Voting: Each voting member in good standing shall have one vote at any meeting of the members. A quorum at the annual meeting shall consist of a majority of directors. A majority of the votes cast at a meeting at which a quorum is present shall constitute the action of the members.
- Removal: Any member may be removed from membership by a majority vote of the Board of Directors for failure to pay dues, for acting contrary to the purposes of the organization as stated in Article II or for any other purpose deemed appropriate by the Board.
Article IV: Board of Directors
- Powers: There shall be a Board of Directors of the Corporation, which shall supervise and control the business, property and affairs of the Corporation, except as otherwise expressly provided by law, the Articles of Incorporation of the Corporation or these Bylaws. The Board of Directors shall have all of the powers and authority consistent with Maine law, the Articles of Incorporation and these Bylaws. The Board of Directors must approve of all documents, other than checks issued for customary and reasonable expenses, which require execution or endorsement on behalf of the Corporation to be effective.
- Numbers and Qualifications: The members of the Board of Directors shall be no less than 7 or more than 15 in number as established by the Board of Directors from time to time. The number of directors may be decreased but no decrease shall have the effect of shortening the term of any incumbent director.
- Election and Term of Office: The members of the Board of Directors shall be elected by the voting members at the annual meeting of the members. Directors shall serve for a term of two years and until a successor is elected and qualified at each annual meeting. As close to one half of the number of Directors as possible shall be elected at each annual meeting.
- Resignation: Any director may resign at any time by giving written notice to the President of the Corporation. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the President of the Corporation.
- Removal: Any director may be removed from such office, with or without cause, by a two-thirds vote of the voting members present at any regular or special meeting of the members called expressly for that purpose.
- Vacancies: Vacancies shall be filled by majority vote of the remaining members of the Board of Directors for the unexpired term.
- Regular Meetings: A regular annual meeting of the Board of Directors of the Corporation shall be held each year, at such time, day and place as shall be designated by the Board of Directors.
- Special Meetings: Special meetings of the Board of Directors may be called at the direction of the Chair or by a majority of the voting directors then in office, to be held at such time, day and place as shall be designated in the notice of the meeting.
- Notice: Notice of the time, day and place of any meeting of the Board of Directors shall be given at least 7 days prior to the meeting in the manner set forth in Article VII. The purpose for which a special meeting is called shall be stated in the notice. Any director may waive notice of any special meeting by a written statement executed either before or after the meeting. Attendance and participation at a meeting without objection to notice shall also constitute a waiver of notice.
- Compensation and expenses incurred: The Directors may be reimbursed by the Treasurer for unforeseen or unusual expenses incurred by vote of the Directors. The Treasurer may also be reimbursed by a vote of the Board for unusual or unforeseen expenses incurred. Such vote may be accomplished by electronic mail.
- Quorum: A majority of the directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
- Manner of Acting: Except as otherwise expressly required by law, the Articles of Incorporation of Taylor Pond Association, or these Bylaws, the affirmative vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. Each director shall have one vote. Voting by proxy shall not be permitted. Any meeting may be adjourned from time to time by a majority vote whether or not a quorum is present.
- Unanimous Written Consent in Lieu of a Meeting: The Board may take action without a meeting if written consent to the action is signed by all of the directors. Such consents shall be filed with the Secretary of the Corporation.
- Telephone Meeting: Any one or more directors may participate in a meeting of the Board of Directors by means of a conference telephone or similar device which allows all persons participating in the meeting to hear each other. Participation by telephone shall be equivalent to presence in person at the meeting for purposes of determining if a quorum is present.
- Conflicts of Interest:
- In the event that any director has a conflict of interest that might properly limit such director’s fair and impartial participation in Board deliberations or decisions, such director shall inform the Board as to the circumstances of such conflict. If those circumstances require the nonparticipation of the affected director, the Board may nonetheless request from the director any appropriate non-confidential information, which might inform its decisions. “Conflict of interest,” as referred to herein, shall include but shall not be limited to, any transaction by or with the Corporation in which a director or a member of the director’s family, or any business in which the Director has an interest, has a direct or indirect personal interest, or any transaction in which a director is unable to exercise impartial judgment or otherwise act in the best interest of the Corporation.
- No director shall cast a vote or take part in the final deliberation in any matter in which he or she, members of his or her immediate family or any organization to which such director has allegiance, has a personal interest that may be seen as competing with the interest of the Corporation. Any director who believes he or she may have such a conflict of interest shall so notify the Board prior to deliberation on the matter in question, and the Board shall make the final determination as to whether any director has a conflict of interest in any matter. The minutes of the Board meeting shall reflect disclosure of any conflict of interest and the recusal of the interested parties.
Article V: Officers
- Officers: The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. The Corporation shall have such other assistant officers as the Board of Directors may deem necessary and such officers shall have the authority prescribed by the Board. One person may hold more than one office other than the offices of President and Secretary. The Corporation shall also have a registered agent who shall be a resident of Maine.
- Election of Officers: The officers of the Corporation shall be elected by the Board of Directors at their annual meeting. This slate of officers shall be presented to the members at the annual membership meeting, along with the names of the other directors.
- Term of Office: The officers of the Corporation shall be installed at the meeting at which they are elected and shall hold office for two years until their respective successors shall have been duly elected and qualified at such meeting.
- Resignation: Any officer may resign at any time by giving written notice to the Chair of the Board. The Chair may resign by giving written notice to the Secretary. Such resignation shall take effect at the time specified in the notice, or if no time is specified, then immediately.
- Removal: Any officer may be removed from such office, with or without cause, by a two thirds vote of the voting members at any regular or special meeting of the members expressly for that purpose.
- Vacancies: A vacancy in any office shall be filled by the Board of Directors for the unexpired term.
- President: The President shall give active direction and management and have control of the business and affairs of the Corporation. He or she may sign contracts or other instruments, which the Board of Directors has authorized to be executed, and shall perform all duties incident to the office of Chair as may be prescribed by the Board of Directors.
- Secretary: The Secretary shall keep the minutes of the meetings of the Board of Directors and the members; see that all notices are duly given in accordance with the provisions of these Bylaws; ensure that any staff keep corporate records; and in general perform all duties incident to the office of Secretary and such other duties as may be assigned by the Board of Directors.
- Treasurer: The Treasurer shall be responsible for and oversee all financial administration of the Corporation. The Treasurer shall have custody of the corporate funds, shall keep full and accurate accounts of all funds and financial transactions, and shall render to the Board as it so requests and to the annual meeting of members a report of the Corporation’s transactions and of the financial condition of the Corporation. The Treasurer shall ensure staff members properly receive and give receipts for moneys due and payable to the Corporation and deposit all such moneys in the name of the Corporation in appropriate banks, and in general perform all the duties incident to the office of Treasurer, and such other duties as from time to time may be assigned to him or her by the Board of Directors.
- Bonding: If requested by the Board of Directors, any person entrusted with the handling of funds or valuable property of the Corporation shall furnish, at the expense of the Corporation, a fidelity bond, approved by the Board of Directors.
Article VI: Committees
- Committees: The Board of Directors may create and appoint members to special or ad hoc committees as they shall deem appropriate. Such committees shall have the power and duties designated by the Board of Directors, and shall give advice and make non-binding recommendations to the Board. Such committees shall include at least two members of the Board of Directors.
- Term of Office: Committee members shall serve for such time as deemed appropriate by the Board of Directors.
- Vacancies: Vacancies in the membership of committees may be filled by the President.
- Rules: Each Committee may adopt rules for its meetings not inconsistent with these Bylaws or with any rules adopted by the Board of Directors.
Article VII: Notice
Whenever under the provisions of these Bylaws notice is required to be given to a member of the corporation, or to a director, officer or committee member, such notice shall be given in writing by first-class mail at his or her address as it appears on the records of the Corporation. Such notice shall be deemed to have been given when deposited in the mail or the delivery service. Notice except in the case of the annual meeting or any special meeting of the members may instead be given by electronic mail or hand and will be deemed given when received.
Article VIII: Indemnification
Unless otherwise prohibited by law the Corporation shall indemnify any director or officer or any former director or officer, and may by resolution of the Board of Directors indemnify any employee, against any and all expenses and liabilities incurred by him or her in connection with any claim, action, suit or proceeding to which he or she is made a party by reason of being a director, officer or employee. However, there shall be no indemnification in relation to matters as to which he or she shall be adjudged to be guilty of a criminal offense or liable to the Corporation for damages arising out of his or her own gross negligence in the performance of a duty to the Corporation.
Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees; costs and disbursements; and judgments, fines and penalties against, and amounts paid in settlement by, such director, officer or employee. The Corporation may advance expenses or, where appropriate, may itself undertake the defense of any director, officer or employee. However, such director, officer, or employee shall repay such expenses if it should be ultimately determined that he or she is not entitled to indemnification under this article.
The Board of Directors may also authorize the purchase of insurance on behalf of any director, officer, employee or agent, against any liability asserted against or incurred by the Director, officer, employee or agent whether or not the Corporation would have the power to indemnify the person against that liability under the law.
Article IX: Fiscal Tax Year
The fiscal year shall be July 1 to June 30 and may be modified as deemed appropriate by the Board of Directors.
Article X: Execution of Documents
Unless otherwise provided by the Board of Directors, any bill, note, check or other negotiable instrument may be executed or endorsed on behalf of the Corporation by the President or Treasurer, acting singly; and any other instrument, document, deed, bill of sale or other writings of whatever nature shall be executed in the name and on behalf of the Corporation by the President or the Secretary, acting singly and either officer may seal, acknowledge and deliver same.
Article XI: Amendments to the Bylaws
These Bylaws may be amended or new Bylaws adopted upon the affirmative vote of a majority of the voting members at any regular or special meeting of the members. The notice of the meeting shall set forth a summary of the proposed amendments.
Article XII: Dissolution
In the event of dissolution of this corporation, the assets thereof, remaining after the payment of all of its debts, shall be distributed to the Maine Congress of Lakes Association (COLA) or to the Volunteer Lake Monitoring Program should COLA no longer exist provided such organizations qualify for tax exemption under Section 501©3 of the Internal Revenue Code or to any other such qualified organization devoted to the same non-profit environmental purposes.
Approved July 28, 2013