ARTICLE
I. NAME
The name of this non-profit organization shall be the Friends of Messalonskee. The lake and the Friends are located
in Sidney, Oakland and Belgrade, Maine.
ARTICLE
II. PURPOSE
The purpose of the Friends is to preserve and protect the
natural character, enhance the water quality, educate and promote
responsible use of the lake for the benefit of all.
ARTICLE
III. MEMBERSHIP
Membership for one fiscal year, January 1 to December 31, is
open to any dues-paying person or organization concerned with
the well being of the lake and interested in the purposes of
the Friends
ARTICLE
IV. BOARD OF DIRECTORS
Section A. There shall be a Board of Directors to govern the
Friends, consisting of twelve members elected from among
the general membership and five elected officers.
Section B. Four Directors shall be elected at the Friends's
annual meeting to serve three year terms. Terms shall be three
years in length.
Section C. The Friends shall strive to maintain a minimum
of at least two members of the Board of Directors from each
of the towns of Sidney, Oakland and Belgrade.
Section D. Five voting directors shall constitute a Board of
Directors meeting quorum.
Section E. The Board of Directors meetings shall be open to
the Friends members.
Section F. A director who shall be absent from a directors meeting
may appoint another Friends member to act as a non-voting
alternate on his/her behalf at that meeting. The alternate shall
not be considered part of the quorum.
Section G. A director may vote on any motion by mail (electronic
or otherwise).
Section H. A Board member may be asked to resign due to excessive
unexcused absences (3 or more), inappropriate behavior or lack
of participation. A 2/3 majority present at a Board meeting
can by vote remove a Board member. Those members of the Board
who are part time residents (summer residents) are excused from
meetings when they are not in residence.
ARTICLE
V. OFFICERS
Section A. The officers of the Friends shall be the President,
Vice President, Second Vice President, Secretary and Treasurer.
Section B. All officers shall serve terms of two years.
Section C. The officers shall be elected by the general membership
of the Friends at the Annual Meeting.
Section D. The President and Treasurer shall be elected on odd-numbered
years and the Vice Presidents and Secretary shall be elected
on evennumbered years.
ARTICLE
VI. DUTIES OF THE OFFICERS
Section A. The President shall preside at general membership
and Board of Directors meetings, supervise all Friends affairs
and, with the approval of the Board of Directors, appoint committee
chairs. The President shall have voting power only in the event
of a tie vote among the Board of Directors. The President shall
be responsible for ensuring the timely publication of the Friends
newsletter.
Section B. The President's actions are subject to the approval
of a majority of the directors of the Friends.
Section C. The President shall sign and make all contracts and
agreements on behalf of the Friends or may empower a specific
director of the Friends to act in the Friends' behalf.
The President shall ensure that a registry of members and notices
of meetings are issued.
Section D. The Vice President shall have, in the absence or
inability of the President to perform his/her duties, the same
powers and limitations of the President. The second Vice President
will perform the duties of any officers who are absent from
a meeting.
Section E. The Secretary shall keep a record of Friends
business transacted at all meetings, take roll call of Friends
members at meetings.
Section F. The Treasurer shall receive all monies due the Friends,
make disbursements greater than $200.00, approved by the Board,
maintain appropriate records and file appropriate reports, including
an annual report to the general membership on the financial
condition of the Friends. The Treasurer shall have the authority
to authorize checks up to $200.00 without Board approval, to
cover routine expenses, e.g. costs for production of the newsletter,
post office box rental and insurance expenses.
ARTICLE
VII. NOMINATIONS
Section A. A nominating committee shall be elected at the annual
meeting by the Board of Directors.
Section B. The nominating committee shall present the slate
for all vacancies and for the next year's nominating committee
Section C. The nominating committee shall place in nomination
candidates for vacancies in the Board of Directors and all offices.
The committee shall consist of two members of the Board of Directors
and three members from the general membership. The proposed
slate of nominees shall be submitted to the membership in the
Annual Newsletter prior to the Annual Meeting. In the event
that three members from the general membership can not be found
to serve on the nominating committee (considered an emergency
situation), the Board of Directors present a slate of candidates,
approved by a quorum, which may be appended by nominations or
volunteers from the general membership at the annual meeting.
Section D. Additional nominations shall be open for additional
willing candidates and should be submitted to the Secretary
of the Board in writing prior to the Annual Meeting.
Section E. Vacancies in the Board and/or among the officers
occuring between annual meetings shall be filled through election
by the remaining directors and officers.
ARTICLE
VIII. MEETINGS
Section A. The Friends' Annual Meeting will normally be
held in July at the discretion of the Board of Directors. An
agenda will be presented to the general membership prior to
the official start of the Annual Meeting.
Section B. The President, Directors or Friends members may
request a special meeting of the general membership by written
notice, at least one week in advance of the meeting. This meeting
must be approved by a majority of the Board of Directors.
Section C. Board Meetings shall be held at least three times
per year. Reports from all committees are to be presented at
these meetings. Special meetings of the Board may be held as
business necessitates with adequate notice given to insure quorum
requirements are met.
Section D. Motions shall be signed by a majority vote at all
Friends Meetings with the exception of amendments to the
Bylaws by two-thirds vote provided that previous notice of the
amendment was given to all members at least eight days in advance.
Section E. "Robert's Rules of Order" shall be used
to provide for the orderly discussion of business at all Friends
meetings.
ARTICLE
IX. DUES
Section A. Dues schedule levels will be reviewed at the Annual
Meeting.
Section B. Dues shall not be pro-rated.
ARTICLE
X. VOTING RIGHTS
Section A. Those persons who have attained membership in the
Friends by paying their dues in full prior to the start
of the Friends' Annual Meeting shall secure one vote per
membership.
Section B. Organizations that are members shall have one vote.
Section C. Minimum voting age shall be sixteen years of age.
ARTICLE
XI. COMMITTEES
Section A. Committees may be formed and chairs appointed by
the President as needs of the Friends require.
Section B. Membership on committees is open to the Friends'
general membership and to interested non-members who may possess
special expertise beneficial to the Friends' purposes.
Section C. There will be one standing committee, the lake monitoring
committee
Section D. Additional standing committees may be added by a
majority vote of the Board of Directors as need may require.
ARTICLE
XII. AMENDMENTS
Bylaws may be amended by a two-thirds majority vote of members
present at all annual meetings.
ARTICLE
XIII. COMPENSATION
The Officers and Directors of the Friends shall serve without
pay, but may be reimbursed actual expenses, incurred on behalf
of the Friends, while conducting approved Friends business
with submission of proper documentation.
ARTICLE
XIV. EMERGENCY PROVISION
The Board of Directors shall have the power to act to preserve
the existence of the Friends in "emergency" situations
provided that their intent is in accordance with Article II
of these Bylaws.
Amendended:
7/94, 7/99, 7/00, 7/01, 7/03
