Article I: Name
The name of the Corporation shall be Friends of Hog Island, Inc. It shall be a non-profit, non-stock corporation organized under the laws of the State of Maine. Its principal place of business shall be located at Bremen, Maine. Said corporation shall carry on business and operate anywhere within the State of Maine or in any state where it has legal authority to carry on business and operate.
Article II: Purposes
The purpose of the Corporation shall be as specified in the Articles of Incorporation, a copy of which is annexed hereto.
Article III: Membership
The Corporation shall have no voting members. The Board of Directors, when meeting as the Board of Directors, may exercise the right and powers of members.
Article IV: Officers
The oﬃcers of the Corporation shall be a President, Vice President, Secretary, Treasurer, and Past-Presidents’ Council Representative. Each oﬃcer shall also serve as a member of the Board of Directors. Oﬃcers shall hold oﬃce for two-year terms and until their successors have been elected by the Board of Directors, except in the event of resignation or disqualification.
Any oﬃcer may be removed from oﬃce by an aﬃrmative vote of a majority of the Board of Directors. Removal of an oﬃcer shall also constitute removal of that person as a member of the Board of Directors.
Whenever a vacancy occurs, the Board of Directors may elect a person from the membership to serve for the remainder of the vacant term.
President. The President shall, if present, preside at all meetings of the Boards and exercise and perform such powers and duties as may be from time to time assigned by the Board. The President shall be the general manager and chief executive oﬃcer of the Corporation and has, subject to the control of the Board, general supervision, direction, and control of the business and oﬃcers of the Corporation. The President has the general power and duty of management, usually vested in the oﬃce of President and General Manager of the Corporation and such other powers and duties as may be prescribed by the Board.
Subject to an affirming board vote every three years, the Founding President of the Corporation shall retain all administrative and financial oversight privileges.
Past Presidents Council Representative. This Council shall consist of all past presidents of the Corporation. The Council will meet immediately following a Corporation officers’ election to elect one of its members to become a voting participant on the Board of Directors. The first Council representative shall be the Founding President.
Vice President. In the absence or disability of the President, the Vice President shall perform all the duties of the President and, when so acting, shall have all the powers of, and be subject to all restrictions upon, the President. The Vice President shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board.
Secretary. The Secretary shall keep or cause to be kept, at the principal oﬃce or such other place as the Board may order, a book of minutes of all meetings of the Board and its committees, with the time and place of holding, whether regular or special, how authorized, the notice thereof given, the names of those present at Board and Committee Meetings, and the proceedings thereof. The Secretary shall cause, or cause to be kept, at the principal oﬃce in the State of Maine, the original or a copy of the Corporation’s Articles and By-Laws, as amended to date. The Secretary shall give, or cause to be given, notice of all meetings of the Board and any committees thereof required by these By-Laws or by law to be given, shall keep the seal of the Corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board.
Treasurer. The Treasurer shall keep all monies and other valuables in the name, and to the credit of, the Corporation with such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, shall render to the President and the Directors, whenever they request it, but at least quarterly, an account of all transactions as of the Corporation. Additionally, the Treasurer shall insure the filing of federal and state information, sales, excise and other returns as may be required and retain all financial records of the Corporation in accordance with applicable Federal and State laws and in accordance with any record retention policy as may be established by the Board.
Article V: Board of Directors
The property, aﬀairs and activities of the Corporation shall be managed by the Board of Directors. The Board of Directors shall have and may exercise all the powers allowed to nonprofit corporations under the laws of the State of Maine except as may otherwise be limited by the provisions of these by-laws, the Articles of Incorporation, and as necessary to maintain the status of a 501(c)(3) tax exempt entity.
The Board of Directors shall consist of not less than 6 nor more than 15 members, which includes the officers of the Corporation. Each non-officer Director shall serve for a period of two years.
Any person who is a member may be elected by the Board of Directors to serve for up to three full consecutive two-year terms as a Director of the Corporation. At the end of the said three two-year terms, the Director may not be re-elected as a Director for a period of one year thereafter. Anyone serving as an Oﬃcer can serve up to four consecutive two-year terms and a President may serve up to five two-year terms.
In case of a vacancy, the remaining Directors may elect a successor for the remainder of the vacant term. Where a Director is elected to complete a partial term, that partial term does not count towards the two-term limit.
Any individual Director may be removed, with or without cause, by a vote of a simple majority of the Board of Directors at a special meeting of the Board called expressly for that purpose.
Any action required to be taken at a meeting of the Board of Directors or any action which may be taken at a meeting of the Board of Directors or of a committee of the Board of Directors, may be taken without a meeting if a majority of the Directors, or all of the members of the committee, as the case may be, communicate by e-mail to the Board or sign written consents setting forth the action taken or to be taken, at any time before or after the intended eﬀective date of such action. Such consents shall be filed with the minutes of Directors’ meetings or committee meetings, as the case may be, and shall have the same eﬀect as a unanimous vote.
Article VI: Meetings
There shall be an annual meeting of the Board of Directors in the month of September at a convenient time and place decided by the President. All meetings may be conducted electronically through e-mail, conference call, or other electronic media. Special meetings of the members may be called at any time by the President or by three members of the Board of Directors with not less than three days nor more than fourteen days written notice, by email or letter, of the date, time, and place that the meeting will be held and the topics to be discussed then. At such meetings, no business shall be transacted which is not specified in the notice of the meeting. At all Directors’ meetings, whether by e-mail or conference call, a quorum shall consist of 50%-plus-one of the current total number of Directors.
Article VII: Committees
Committees may be formed and chairpersons appointed by the President in consultation with the Directors.
There shall be a standing committee on Development. Membership on committees is open to all members.
Article VIII: Financial
Fiscal Year. The fiscal year of the Corporation shall commence on the first day of January and end on the thirty-first day of December the same year.
Bank Accounts. The funds of the Corporation shall be deposited in one or more banks as designated by the Board of Directors. All documents to be executed by the Corporation, except checks, shall be executed by the President and Secretary on behalf of the Corporation. All checks for the Corporation shall be executed by the President and the Treasurer and must be approved by at least two oﬃcers of the Association by e-mail.
Audits. The books and records of the Corporation shall be audited at the discretion of the Board. The board shall appoint a financial oversight committee comprised of members of the Friends of Hog Island to review the books and records of the corporation and report the results of their review to the Board. No member of the oversight committee shall have held the oﬃce of Director of the Corporation during the period to be reviewed by the oversight committee. The Board shall have the discretion to have the books and records of the Corporation subjected to a review, compilation or audit by a Certified Public Accountant (CPA). The Board shall have the authority to choose the individual or firm that will perform the engagement.
Article IX: Limitation of Liability
No Director shall be liable to this Corporation except for his/her own acts, gross negligence and defaults in bad faith. No Director shall be liable out of his/her or her personal assets for any obligation or liability incurred by this Corporation or by its Directors. The Corporation alone shall be liable for the payment or satisfaction of all obligations and liabilities incurred in carrying on the aﬀairs of this Corporation.
Each member of the Board of Directors and each oﬃcer of the Corporation may in the discretion of the other members of the Board of Directors be indemnified by the Corporation against all loss, costs, damage, expenses and charges reasonably incurred or suﬀered by him in connection with the defense or reasonable settlement of any action, suit, or proceeding to which he may be made a party by reason of his/her having been a member of the Board of Directors.
Article X Conflicts of Interest
Purpose: The purpose of the conflict of interest policy is to protect the Corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an oﬃcer or director of the Corporation or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable Corporations.
Interested Person: Any director, principal oﬃcer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment or family:
- An ownership or investment interest in any entity with which the Corporation has a transaction or arrangement.
- A compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement, or
- A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Section 5.05, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Duty to Disclose: In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
Determining Whether a Conflict of Interest Exists: After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
Procedures for Addressing the Conflict of Interest: An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
- The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
- After exercising due diligence, the governing board or committee shall determine whether the Corporation can obtain with reasonable eﬀorts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
- If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Corporation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
Violations of the Conflicts of Interest Policy:
- If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and aﬀord the member an opportunity to explain the alleged failure to disclose.
- If after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary corrective action.
Records of Proceedings: The minutes of the governing board and all committees with board delegated powers shall contain:
- The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
- The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
- No Oﬃcer or Director shall receive any pay, compensation or benefit from the Corporation directly or indirectly, for performing such duties. No member of the Corporation shall receive any pay, compensation or benefits from the Corporation for being a member. This by-law shall not prohibit the reimbursement of incidental expenses necessarily incurred in the business of the Corporation by any oﬃcer or Director duly authorized.
- A voting member of the governing board who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation.
- A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation.
- No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
- Notwithstanding any other provisions of these by-laws to the contrary, no member, Director, oﬃcer, or other person associated with the Corporation shall take any action or carry on any activity by or on behalf of the Corporation which is not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code and its regulations as they now exist or hereafter amended. No member, Director, oﬃcer, employee, agent or other persons connected with the Corporation, and no private individual shall receive any net earnings or pecuniary profit from the operations of the Corporation.
Annual Statements: Each director, principal oﬃcer and member of a committee with governing board delegated powers shall annually sign a statement which aﬃrms such person:
- Has received a copy of these by-laws which includes this conflicts of interest policy;
- Has read and understands the policy;
- Has agreed to comply with the policy; and
- Understands the Corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Periodic Reviews: To ensure the Corporation operates in a manner consistent with tax-exempt purposes and does not engage in activities that could jeopardize its tax- exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following:
- Whether there are any compensation arrangements with oﬃcers or Board members.
- Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
- Whether partnerships, joint ventures, and arrangements with management organizations conform to the Corporation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further tax- exempt purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
Use of Outside Experts: When conducting the periodic reviews, the Corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
Article XI: Dissolution
In the event of dissolution of the Corporation, none of its assets shall inure to the benefit of any oﬃcer, Director or member, and all assets remaining after satisfaction of claims shall be disposed of by distribution to an organization or organizations having purposes compatible with and similar to those of the Friends of Hog Island and which then qualify for tax exempt status in accordance with the provisions of Section 501(c)(3) of the Internal Revenue Code of 1954.
Article XII: Parliamentary Authority
In all matters not covered by these by-laws, the Parliamentary Authority shall be the most recent edition of ROBERT’S RULES OF ORDER.
Article XIII: Amendments
The Board of Directors shall have power to make, alter, amend, and repeal the Articles of Incorporation or the Bylaws of the Corporation by vote of a majority of all of the Board of Directors at any regular or special meeting.
I certify that the foregoing Bylaws of “Friends of Hog Island” were approved and adopted for the organization by its Board of Directors by unanimous consent on November 10, 2018, and that they currently are in effect.
Revised and approved on November 10, 2018.