MAINE AMBULANCE ASSOCIATION
ARTICLE 1 – ORGANIZATION
1.1 Name. The name of the corporation is MAINE AMBULANCE ASSOCIATION (the “Corporation”).
1.2 Purpose. The Corporation is not organized for profit and shall not engage in any activity ordinarily carried on for profit. Rather, the Corporation is organized as a mutual benefit corporation within the meaning of 13-B M.R.S.A. § 1406, exclusively for purposes within the meaning Section 501(c)(6) of the Internal Revenue Code of 1986, or corresponding section of any future federal tax code (the “Code”). Accordingly, the activities of the Corporation are devoted to improving conditions, generally, for individuals, groups, and companies involved in emergency medical services (“EMS”). The Corporation shall provide vision, leadership, and advocacy for the Maine EMS system and provide a unified voice to represent and support the broad interests and common positions of all Maine EMS providers. Other than working to
benefit the collective membership, the Corporation shall not perform particular services for individual persons, and no part of the net earnings of the Corporation may inure to the benefit of any Member or other individual. Subject to and without limiting the generality of the foregoing, the Corporation’s purposes are:
• To advance the professionalism, education, training, and social standing of the Members of the association; and
• To promote cooperation between the Members, the legislature, the EMS licensing authorities in Maine, and allied professionals and organizations.
The Corporation may, therefore, seek and lobby for legislation germane to the common business interests of its Members. The Corporation, to the extent of these lobbying activities, shall notify the Members about the percentage of dues that are used for lobbying activities or pay a proxy tax, if required. If the Corporation incurs nondeductible lobbying or political expenses described in the Code § 6033(e), the Corporation shall report and give notice as required therein and, if applicable, pay the proxy tax under Code section 6033(e)(2) on the amount of the nondeductible expenditures by the filing of Form 990-T. The Corporation shall not have the power to carry on any activity not permitted to be carried on by a Corporation exempt from Federal income taxation under Code § 501(c)(6).
1.3 Place of Business. The Corporation shall have its principal place of business in Waterville, Maine. Unless otherwise designated by the Board of Directors of the Corporation (hereinafter the “Board”), the mailing address for the Corporation shall be: P.O. Box 202, Waterville, Maine 04903-0202. The Corporation may have such other offices, within the State of Maine, as the Board may determine from time to time.
1.4 Registered Agent and Office. The name of the registered agent and the registered office of the Corporation required by 13-B M.R.S.A. § 304 shall be Jonathan P. Bench, Esq., 84 Harlow, Street, P.O. Box 1401, Bangor, ME 04402 unless modified by the Board.
1.5 Fiscal Year. The fiscal year of the Corporation shall run July 1 through June 30 unless modified by the Board, and membership dues shall be for each calendar year, but due and payable in advance. If a Member joins for part of a calendar year, the Member shall owe the full dues for that year without proration.
ARTICLE 2 – MEMBERS
2.1 Classes of Membership. The Corporation shall have two (2) classes of Members as follows:
• Full Members. These are individuals and EMS service-level or administrative organizations (e.g. ambulance, fire department, state and regional EMS offices) that have been admitted as Full Members by the Board, and each of which has paid its applicable dues.
• Affiliate Members. These are vendors, training centers, contractors, and other EMS associated companies and persons that are admitted as Affiliate Members by the Board, and each of which has paid its applicable dues.
2.2 Membership Dues. Dues shall be due and payable annually for the fiscal year by July
31. Failure of any Member to pay the annual dues by July 31 of any year or within 30 days of applying for Membership shall result in the cancellation of that Member’s membership or nullification of the prospective Member’s application. The annual dues applicable to each class of Members may vary, and the amount of such annual dues shall be determined from time to time by majority vote of the Board.
2.3 Voting Rights. Full Members in good standing enjoy full voting rights. Associate Members may only vote in committees. The rights of Members, including the right of membership itself, is purely personal to each Member and is not transferable or assignable to any other person, in whole or in part. Provided, however, a Member in good standing with voting rights may exercise that right to vote through a proxy as set forth below. All Full Members in good standing shall have the following, and only the following, voting rights:
(a) Election of Directors and officers to fill the seats of those Directors whose term is expiring at each annual meeting of Members;
(b) Removal of Directors pursuant to the Maine Nonprofit Corporation Act; and
(c) Any other matter that the Directors, in their sole discretion, elect to submit for approval by vote of the Members.
Each Full Member shall have one vote, except that a Member that is an ambulance service with a call volume in excess of 5,000 “runs” per year as measured by the Maine EMS run reporting system, shall have (an) additional vote(s) as follows: 5,001 to 10,000 “runs”, one additional vote; 10,001 or more “runs”, two additional votes; but in no event shall any Member have more than three votes. Call volume values will be determined by the Maine EMS run reporting system, for the most recently available complete calendar year. Each organization that is a Full Member shall authorize a representative(s) of that Member to cast its vote(s), which representative(s) must be present to cast the vote(s) and each person can cast one vote only unless the person represents an organization with more than one vote and has the proxy to cast additional votes for the organization. If the person attending from that organization is not the designated person, the Member shall send a brief note that this alternate is the representative sent by that Member. Such designated representative need not be the same for each membership meeting. The right of a Member to vote and all of the Member’s rights shall cease upon the termination of its membership.
For purposes of voting, a member may only represent one service.
2.4 Record Date. The Board may establish a record date in order to determine the Members entitled to notice of any meeting of the Members. In the absence of action to establish such a date, the postmark or emailed date on the notice of the meeting shall be deemed the record date.
2.5 Resignation. Any Member may resign by filing a written resignation with the Secretary. All dues are nonrefundable.
2.6 Not Agents of the Corporation. No Member shall identify his or herself as representing the Corporation, or knowingly imply such representation, in any manner, without prior specific approval of the Board. No Member shall publish, or cause to be published, any item concerning the affairs of the Corporation without the advance written consent of the Board. This does not apply to directors and officers of the Corporation acting in their official capacity.
2.7 Expulsion of Members. The Board in its absolute discretion may expel any Member from the Corporation when in its judgment such expulsion is reasonable and necessary in the best interests of the Corporation. Any Member proposed to be removed shall be entitled to at least 21 days’ notice in writing of the meeting of the Board at which such removal is to be voted upon and shall be entitled to appear before and be heard by the Board at such meeting.
ARTICLE 3 – MEETINGS OF THE MEMBERS
3.1 Annual Meeting. The annual meeting of the Members of the Corporation shall be held before the end of November of each calendar year at a time and place determined by the Board, for the purpose of electing Directors and officers and providing the Corporation’s year end
reports to the Members. If the election of Directors and officers is not held on the day designated for the annual meeting, or at any adjournment thereof, the Board will cause the election to be held at a special meeting of the Members as soon thereafter as convenient. Any other business of the Corporation may be conducted at the annual meeting. Any voting Member in good standing may make a nomination from the floor at any annual meeting for the election of any Director or officer.
3.2 Regular Meetings. Members shall hold, in addition to the annual meeting, at least one other meeting each year. The President shall set the date and time for regular meetings well enough in advance to provide proper notice to all Members in accordance with Section 3.5 below. Any business of the Members of the Corporation may be conducted at a regular meeting.
3.3 Special Meetings. Special meetings of the Members may be called at any time by the President or by the Board and must be called by the Secretary on written request of not less than five (5) Full Members in good standing. At special meetings, no business shall be transacted other than the business indicated in the notice of the meeting.
3.4 Place of Meetings. The Board may designate any place in Maine as the place for any meeting of the Members.
3.5 Notice of Members Meetings. Written notice stating the place, day, and hour of meetings and, in the case of a special meeting of Members, the purpose or purposes for which the meeting is called, shall be delivered to each Member, either personally or by mail (including electronic mail), not less than 10 nor more than 50 days before the date of the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, with postage prepaid, and addressed to the Member at the address as it appears on the records of the Corporation.
3.6 Quorum. All of the Full Members in good standing and present in person or by proxy shall constitute a quorum at any meeting of the Members of the Corporation, provided that a majority of the Directors are also present. The act of a majority of the Full Members in good standing and present in person or by proxy at any meeting at which there is a quorum shall be the act of the full membership except as otherwise specifically provided by law or by these Bylaws.
3.7 Proxies. At any meeting of Members, a Full Member entitled to vote may vote by proxy executed in writing by the Member or its duly authorized attorney-in-fact. No proxy will be valid after eleven months from the date of its execution. Proxies for election of Directors and officers may be sent to Members via facsimile or electronic mail. However, completed, signed proxies must be returned to the Corporation by the U.S. Postal Service or private carrier, and must be received at or before the meeting in question. Completed proxies returned to the Corporation by facsimile or electronic mail will not be counted.
ARTICLE 4 – BOARD OF DIRECTORS
4.1 General Powers. The activities and conduct of the Corporation shall be managed and controlled by the Board. All the corporate powers, except as otherwise provided in these Bylaws and in the laws of the State of Maine, shall be vested in and exercised by the Board.
4.2 Qualifications. Each Director must be: (a) an individual member or an individual affiliated with a Full Member service or an Affiliate/ Associate Member organization in good standing; (b) nominated by a Full Member service or an Affiliate/Associate Member organization in good standing; and (c) elected by the Full Members in good standing. The Board shall consist of the President, the Vice President, the Secretary, the Treasurer (each of whom shall also be a Director), and other elected Directors required to comprise the total number of Board seats authorized by the Board. To the extent possible, at least three of the other elected Directors (not serving as officers) shall be selected as follows: (1) an authorized representative of a municipal Member organization; (2) an authorized representative of a private Member organization; and (3) an authorized representative of a volunteer/non-profit Member organization.
4.3 Number. The number of Directors constituting the Board shall be not less than three (3), and not more than 11. The number of Directors within these limits shall be established by the Board. The initial number of Directors is seven (7).
4.4 Election; Term of Office.
• When vacancies on the Board occur, vacancies shall be filled by a majority vote of the Full Members in good standing voting at the next annual meeting. If a vacancy occurs prior to the ordinary expiration of a term, the vacancy shall be filled by an appointment by the Board to fill the unexpired term.
• Voting at Director meetings shall be by secret ballot in person or by proxy.
• ach Director who holds an officer position shall serve a two-year term of office and each other Director shall serve a one-year term of office, unless he or she sooner resigns, is no longer able to serve, or is removed by the Board or the Full Members. Each new Director shall assume his or her Board position immediately upon adjournment of the meeting in which he or she was elected. There are no term limits for Directors.
4.5 Annual Meeting of Directors. Immediately after each annual meeting of the Members, the Board (with any newly elected Directors) shall hold a Board meeting to transact any business. If a quorum of the Directors is present, no prior notice of such meeting shall be required.
4.6 Regular Meetings. The Board may provide by resolution the time and place for the holding of regular meetings without other notice of such resolution. The Board shall hold, in addition to its annual meeting, at least three (3) regular meetings per year.
4.7 Special Meetings. Special meetings of the Board may be called by the President (or if the President is absent or is unable to act, by the Vice President), and must be called on the written request of any two Directors.
4.8 Notice of Meetings. Notice of any special meetings shall be given by mailing (including electronic mail) written notice or by telephone at least 10 days before the meeting. Notice of a meeting need not be given to any Director who signs a waiver of notice either before or after the meeting. Neither the business to be transacted nor the purpose of any regular or special meeting of the Board need be specified in the notice or waiver of notice of the meeting. Attendance of a Director at a meeting shall constitute waiver of notice of such meeting, unless the Director attends the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
4.9 Chair. At all meetings of the Board, the President, or in the absence of the President, the Vice President, shall preside. All meetings generally shall be governed in accordance with
Maine Municipal Association’s Maine Moderator’s Manual or such other rules or processes as may be adopted by the Board.
4.10 Quorum. A majority of the Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board, and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by statute, by the Articles of Incorporation, or by these Bylaws.
4.11 Unanimous Action of Directors Without a Meeting. Any action that may be taken at a meeting of the Directors may be taken without a meeting if all of the Directors 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 and shall have the same effect as a unanimous vote.
4.12 Attendance at Meetings. Directors may participate in Director meetings via conference call, video conferencing, or similar mechanism by which each Director can hear and be heard by all those in attendance. Regular attendance at Board meetings in person or by conference call is expected of all Directors. A Director who has three (3) consecutive unexcused absences from Board meetings shall be deemed to have voluntarily resigned from the Board. A majority of the Board present at a meeting shall be authorized to establish whether the meeting of the Board shall be open to attendance by the public or by the Members of the Corporation. In the absence of such a determination, the meeting shall not be open to the public or Members who are not on the Board.
4.13 Removal. Any Director may be removed from office (including as one of the officers of the Corporation) either by a majority vote of the Members or the affirmative vote of two-thirds of all the Directors at any regular or special meeting called for that purpose. Any Director proposed to be removed shall be entitled to at least five (5) days’ notice in writing by mail of the meeting at which such removal is to be voted upon and shall be entitled to appear before and be heard at such meeting.
ARTICLE 5 – COMMITTEES
5.1 Committees. The Board, by a resolution adopted by a majority of the full Board, may from time to time designate a committee of the Board when the Board deems it appropriate or necessary in the best interests of the Corporation. The committee shall be vested with such authority and purposes as determined by the Board (not inconsistent with the Articles of Incorporation, these Bylaws, or any applicable law).
5.2 Committee Members. Members of any committee of the Corporation shall be selected by and serve at the pleasure of the Board. The majority of any committee must be Full Members, but Affiliate Members may participate in and vote on committee matters. Each committee may prescribe rules and regulations for the call and conduct of committee meetings, and each committee shall maintain minutes of its meetings and other records appropriate to its purposes and shall make regular reports to the Board and whenever requested by the President.
5.3 Standing Committees. The standing committees of the Corporation shall be: the Legislative Committee, Bylaws Committee, Finance Committee, and the Nominating Committee. The chairs of each committee, other than the Nominating Committee, shall be appointed by the President. The chair and members of the Nominating Committee shall be selected by the Board. All meetings of each committee shall be held on the call of its chair. Except as otherwise provided in these Bylaws or by law or regulation, committees are responsible for making recommendations to the Board and do not have the authority to make final policy decisions. All committees should attempt to have representation from public, private, and volunteer member organizations.
• The Legislative Committee shall review and make recommendations on legislation and interaction with government agencies.
• The Bylaws Committee shall be responsible for recommending Bylaws changes to the Board.
• The Finance Committee shall consist at a minimum of the Treasurer, immediate past Treasurer, and the Executive Director (if one is appointed) and be responsible for developing and submitting the annual budget.
• The Nominating Committee shall make nominations to fill all vacancies on the Board, committee members, and shall also nominate representatives of Members to hold the offices of President, Vice President, Secretary, and Treasurer. Nominations shall be presented to the Members in one of two ways: (1) by the Nominating Committee at the annual meeting; or (2) from the floor of the annual meeting.
ARTICLE 6 – OFFICERS
6.1 Officers. The officers of the Corporation shall consist of the President, one Vice President, the Treasurer, and the Secretary. No two offices may be held by the same person unless there are only three (3) Directors. In addition to the duties and powers specifically set
forth in these Bylaws, each officer shall have such duties and power as the Board may from time to time prescribe.
6.2 Election and Term of Office. Vacancies in any office caused by the expiration of that term of office shall be filled by the vote of the Full Members in good standing at the annual meeting. As set forth in Section 4.4 above, each officer serves a two (2) year term.
6.3 Vacancies. A vacancy in any office caused by death, resignation, removal, disqualification, or otherwise, shall be filled by the Board for the unexpired portion of the term.
6.4 President. The President shall preside at all meetings of the Board and of the Members. The President shall enforce order and a strict compliance with the Articles of Incorporation and Bylaws and such rules and regulations as may be adopted in pursuance thereof. The President shall nominate and, with the advice and consent of the Board, may appoint the members of any committees, and shall, at his or her pleasure, serve as an ex-officio voting or non-voting member of any committee. The President shall, with the Secretary, sign all contracts and other official documents authorized by the Board. The President shall, with the Treasurer or Vice President, sign all orders for the payment or release of money in excess of $500.00, out of any Corporation account. The President shall decide all questions of order and be the highest-ranking executive of the Corporation. The President shall also perform all other such duties incumbent upon the office of the President of the Corporation.
6.5 Vice President. In the absence of the President for any reason, the Vice President shall discharge the duties of the President. The Vice President shall discharge the duties of the chair when called upon by the President. In the absence of both the President and the Vice President, the duties of the President shall be temporarily assumed by the Secretary, or if unavailable, the Treasurer. The Vice President shall inspect the records of dues maintained by the Treasurer, prior to the expiration of the term of office of the Treasurer, and together with a Member appointed by the President, the Vice President will assist the Treasurer in reviewing the financial records of the Corporation upon the expiration of the term of the Treasurer. The Vice President shall submit in writing, three (3) days after the completion of this review, a report stating his or her findings. The report of the Vice President shall be read at the next Board meeting. The Vice President’s signature shall appear on all applications of the Corporation when establishing savings and checking accounts, but shall not be required unless the President or Treasurer is
unable to sign.
6.6 Secretary. The Secretary shall have a general custody of the seal and of all books, documents, papers, and records of the Corporation, not otherwise entrusted, temporarily or permanently, to other officers or to any committee. The Secretary shall take and transcribe minutes of all the meetings of the Members of the Corporation and of the Board and shall submit the same for approval or amendment at the next meeting thereof. The Secretary will provide minutes of said meetings to all Directors within seven (7) calendar days. A true and
correct record of proceedings and correspondence concerning all meetings shall be kept and shall be open for inspection by Directors and Members at all reasonable times. When required, the Secretary shall give reasonable notice of all meetings. The Secretary shall, with the President, attest and seal all duly authorized and approved contracts of the Corporation and keep copies
thereof in his/her files. At the expiration of the term of office, the Secretary shall deliver to the successor the seal and all books and papers in possession and shall receive a receipt thereof.
6.7 Treasurer. The Treasurer shall have general charge of all of the dues, fines, assessments, and monetary earnings of the Corporation and, together with the President or Vice President, shall deposit and maintain all such funds in a bank account, or e-account, in the name of the Corporation. The Treasurer shall have power to draw, sign, and issue checks, drafts and money orders of the withdrawal of funds there from, for the prompt payment of all lawful obligations of this Corporation, which have been approved by the Board. The Treasurer shall keep accurate records of all receipts and disbursements that shall be available at all reasonable times for examination by the Board and shall render a report of the financial condition of the Corporation at each meeting of the Board, including a report of receipts and expenditures of the Corporation since the previous meeting of the Board. The Treasurer shall be authorized to approve expenditures up to a sum of five hundred dollars ($500.00) with approval of the President or Vice President, which shall be used to defray all incidental and miscellaneous current expenses, and in connection therewith. The Treasurer shall keep accurate records of all such expenditures, submitting a detailed report to the Members at the next regular Member meeting.
ARTICLE 7 – COMPENSATION
7.1 Compensation. Directors and officers shall not receive any stated compensation for their services as such, but the Board shall have power in its discretion to contract for and to pay to Directors or officers rendering unusual or exceptional services to the Corporation special compensation appropriate to the value of such services. The Board shall have power to hire one or more employees to the Corporation.
ARTICLE 8 – INDEMNIFICATION
8.1 Indemnity. The Corporation shall, to the extent legally permissible, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that that person is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, trustee, partner, fiduciary, employee or agent of another Corporation, partnership, joint venture, trust, or other enterprise, against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by that person in connection with such action, suit or proceeding; provided that no indemnification shall be provided for any person with respect to
any matter as to which that person has been finally adjudicated 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, to have 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 such person’s action was in the best interests of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.
8.2 Indemnity Against Expenses. To the extent that a Director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any such action, suit or proceeding, or in the defense of any claim, issue or matter therein, that Director, officer, employee or agent shall be indemnified against expenses, including attorney’s fees, actually and reasonably incurred by that Director, officer, employee or agent in connection therewith.
8.3 Determination. Any indemnification shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, officer, employee or agent is proper under the circumstances and in the best interest of the Corporation. That determination shall be made by the Board by majority vote of a quorum consisting of Directors who are not parties to that 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.
8.4 Payment of Expenses. Expenses incurred in defending a civil, criminal, administrative or investigative 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 the foregoing section that, based on the facts then known to those making the determination and without further investigation, the person seeking indemnification satisfied the standard of conduct provided herein, upon receipt by the Corporation of a written undertaking by or on behalf of the officer, Director, employee or agent to repay such amount unless it shall ultimately be determined that the person is entitled to be indemnified by the Corporation as authorized in this Article.
8.5 Insurance. By action of the Board, notwithstanding any interest of the Directors in the action, the Corporation may purchase and maintain insurance, in such amounts as the Board deems appropriate, on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another organization, against any liability asserted against such person and incurred by such person in any such capacity or arising out of his status as such, whether or not the Corporation would have the power or would be required to indemnify such person against such liability under the provisions of this Article or of the laws of the State of Maine.
ARTICLE 9 – CONTRACTS, CHECKS, DEPOSITS, GIFTS
9.1 Contracts. The Board, except as otherwise provided in these Bylaws, may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to a specific instance; and unless so authorized by the Board or these Bylaws, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement, or to pledge its credit, or render it liable to any amount.
9.2 Checks. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as provided in these Bylaws and shall from time to time be determined by resolution of the Board not inconsistent with these Bylaws.
9.3 Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board and/or appropriate officers shall select.
9.4 Gifts. The Board may accept, on behalf of the Corporation, any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation.
ARTICLE 10 – BOOKS AND RECORDS
10.1 Books and Records. The Corporation shall keep correct and complete books and records of all accounts and shall keep minutes of the proceedings of its Members, Board, and committees having any of the authority of the Board, which book, records, and minutes shall be kept by the Secretary, unless otherwise stated in these Bylaws. Such records shall be kept at the registered office of the Corporation, or other place designated by the Board, and shall contain a record of the names and addresses of all the Members entitled to vote. All books and records of the Corporation may be inspected by any officer, Director, or Member, or their agent or attorney for any proper purpose at any reasonable time.
ARTICLE 11 – NONPROFIT STATUS
11.1 Prohibition Against Sharing in Corporate Earnings. No Member, Director, officer, or employee of, or member of a committee of, or person connected with the Corporation, or any other private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation, provided, that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the Corporation in effecting any of its purposes as shall be fixed by the Board; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Corporation. All Members of the Corporation shall be deemed to have expressly consented and agreed that upon such dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation, after all debts have been satisfied, then remaining in the hands of the Board shall be distributed, transferred, conveyed, delivered, and paid over, in such amounts as the Board may determine or as may be determined by a court of competent jurisdiction upon application of the Board, exclusively to one or more other nonprofit organizations that will continue to serve similar purposes as did this Corporation.
ARTICLE 12 – AMENDMENTS
12.1 Amendment. The Board (not the Members) shall have power to amend the Articles of Incorporation, and to make, amend, and repeal these Bylaws, by affirmative vote of not less than two-thirds of the Directors then in Office.
ARTICLE 13 – DISSOLUTION
13.1 Manner of Dissolution. The Corporation may be dissolved upon the adoption of a resolution by the Board by a vote of not less than two-thirds of the Directors then in office to dissolve by voluntary dissolution. Upon adoption of such resolution, dissolution of the Corporation shall proceed in accordance with the Maine Nonprofit Corporation Act, the Articles of Incorporation, and these Bylaws.
13.2 Disposition of Assets. Upon the dissolution of the Corporation, the Board shall, after paying or making provision for the payment of all of the liabilities of the Corporation, transfer and convey any remaining property and assets of the Corporation as set forth above in Section 11.1.
ARTICLE 14 – CONFLICTS OF INTEREST
14.1 Definition of Conflict of Interest Transaction. For purposes of this Article 14, a conflict of interest transaction is a transaction in which a Director or officer of the Corporation has a direct or indirect financial interest. For purposes of this Article 14, a Director or officer has an indirect financial interest in a transaction if:
(a) Another entity in which the Director or officer has a material interest or in which the Director or officer is a general partner (or the functional equivalent thereto) is a party to the transaction; or
(b) Another entity of which the Director or officer is a director, officer, or trustee is a party to the transaction.
14.2 Approval of Conflict of Interest Transactions. A conflict of interest transaction may be approved before or after consummation of the transaction as follows: The Board of the Corporation or a committee of the Board with authority may authorize, approve or ratify the transaction if the material facts of the transaction and the director’s or officer’s interest are
disclosed or known to the Board or the authorized committee of the Board. The transaction may be approved only if it is fair and equitable to the Corporation as of the date the transaction is authorized, approved or ratified. The party asserting fairness of any such transaction has the burden of establishing fairness. For purposes of this section, a conflict of interest transaction is approved if it receives the affirmative vote of a majority of the Directors or an authorized committee of the Board who have no direct or indirect interest in the transaction, but a transaction may not be approved by a single director. Ifa majority of the Directors who have no direct or indirect interest in the transaction vote to approve the transaction, a quorum is present for the purpose of taking action under this section.
14.3 General Policy and Procedures Concerning Conflicts of Interest. Attached hereto and incorporated herein is Schedule 14.3 (General Policy and Procedures for Conflicts of Interest). The policy and procedures set forth in that Schedule 14.3 are more general, and they supplement the more specific provisions contained in Sections 14.l and 14.2 above. At all times all Directors, officers, and other representatives or agents of the Corporation shall be subject to and shall comply with the general policies and procedures set forth in Schedule 14.3, and as applicable, the more specific procedures set forth in Sections 14.1 and 14.2 above.
GENERAL POLICY AND PROCEDURES FOR CONFLICTS OF INTEREST
Section A – Purpose
1. The purpose of this 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 or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace the provisions of
Article 14 of the Bylaws, which sections shall control in the event of a conflict with this Schedule.
Section B – Definitions
1. 1. 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”.
2. 2. 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 C(2) below, a person who has a financial interest may have a conflict of interest only if the Board or Board-designated committee decides that a conflict of interest exists.
Section C – Procedures
1. 1. 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, if any, with governing Board-delegated powers that are considering the proposed transaction or arrangement.
2. 2. 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 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.
3. 3. Procedures for Addressing the Conflict of Interest.
• An interested person may make a presentation at the 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 chair of the 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 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 Board or committee shall be determined by a majority vote of the disinterested Directors or committee members 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.
4. 4. Violations of the Conflicts of Interest Policy.
• If the Board or committee has reasonable cause to believe a person has failed to disclose actual or possible conflicts of interest, it shall inform the person of the basis for such belief and afford the person an opportunity to explain the alleged failure to disclose.
• If, after hearing the person’s response and after making further investigation as warranted by the circumstances, the Board or committee determines the person has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section D – Records of Proceedings
1. 1. The minutes of the 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 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.
Section E – Compensation
1. 1. A Director who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that Director’s compensation.
2. 2. 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.
3. 3. No Director or voting member of 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.
Section F – Annual Statements
1. 1. Each Director, principal officer and member of a committee with governing Board delegated powers shall annually sign a statement that affirms such person:
• Has received a copy of the conflict of interest policy;
• Has read and understands the policy;
• Has agreed to comply with the policy; and
• Understands that in order for the Corporation to maintain its federal tax exemption it must engage primarily in activities that accomplish one or more of its tax-exempt purposes.
Section G – Periodic Reviews
1. 1. To ensure the Corporation operates in a manner consistent with its 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 subjects:
• Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining, and
• 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 the Corporation’s exempt purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
Section H – Use of Outside Experts
1. When conducting the periodic reviews as provided for in Section G above, the Corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of its responsibility for ensuring periodic reviews are conducted.
END OF SCHEDULE 14.3