Revised: April 9, 2019
ARTICLE I — NAME AND PURPOSE
Section 1 — Name
The name of the organization shall be Communities Collaborating. It shall be a nonprofit organization incorporated under the laws of the State of Maine.
Section 2 — Purpose
Communities Collaborating is organized exclusively for charitable, scientific and education purposes.
The purpose of this corporation is:
- To promote collaboration within and among participating communities
- To share best practices and significant challenges being faced by these communities
- To investigate the nature and needs of small, isolated (“island”) communities and suggest actions to be taken by leaders of these communities to improve the quality of life among those living in these communities
ARTICLE II — PARTICIPATING COMMUNITIES
Section 1 — Membership
A community shall be considered a member if two or more of its residents provide qualifying financial contributions to the organization as stipulated by the Board of Directors.
ARTICLE III — GOVERNANCE
Section 1: Board of Directors
- Board role, size, and compensation: The board is responsible for overall policy and direction of the association, and delegates responsibility of day-to-day operations to the staff and committees. The board shall have up to 20, but not fewer than 5 members. The board receives no compensation other than reasonable expenses.
- Terms: All board members shall serve two-year terms, but are eligible for re-election for up to five consecutive terms.
- Meetings and notice: The board shall meet at least quarterly, at an agreed upon time and place. An official board meeting requires that each board member have written notice at least two weeks in advance.
- Board elections: During the last quarter of each fiscal year of the corporation, the board of directors shall elect Directors to replace those whose terms will expire at the end of the fiscal year. This election shall take place during a regular meeting of the directors, called in accordance with the provisions of these bylaws.
- Election procedures: New directors shall be elected by a majority of directors present at such a meeting, provided there is a quorum present. Directors so elected shall serve a term beginning on the first day of the next fiscal year.
- Vacancies: When a vacancy on the board exists mid-term, the secretary must receive nominations for new members from present board members two weeks in advance of a board meeting. These nominations shall be sent out to board members with the regular board meeting announcement, to be voted upon at the next board meeting. These vacancies will be filled only to the end of the particular board member’s term.
- Resignation, termination, and absences: Resignation from the board must be in writing and received by the secretary. A board member shall be terminated from the board due to excess absences, more than two unexcused absences from board meetings in a year, or violation of duty of care or duty of loyalty. A board member may be removed for other reasons by a three-fourths vote of the remaining directors. The board member who is facing termination may appeal this board decision by requesting a meeting with the remaining board members. The subsequent decision made by the remaining directors is final (a three-quarter vote in favor is required for termination).
- Special meetings: Special meetings of the board shall be called upon the request of the chair, or one-third of the board. Notices of special meetings shall be sent out by the secretary to each board member at least two weeks in advance.
Section 2: Operating Rules
A quorum (consisting of 2/3 or more of the board members) must be attended for business transactions to take place and motions to pass.
Section 3: Officers and Duties
- There shall be four officers of the board, consisting of a chair, vice-chair, secretary and treasurer. Their duties are as follows:
- The chair shall convene regularly scheduled board meetings, shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: vice-chair, secretary, treasurer.
- The vice-chair shall chair committees on special subjects as designated by the board.
- The secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained.
- The treasurer shall make a report at each board meeting. The treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to board members and the public.
ARTICLE IV — COMMITTEES
Section 1: Committee Formation
The board may create committees as needed, such as planning, community services, marketing. etc. The board Chair appoints all committee chairs, who shall be board members. Committees may engage non-voting volunteers.
Section 2: Executive Committee
The four officers serve as the members of the Executive Committee. Except for the power to amend the articles of incorporation and bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board.
Section 3: Finance Committee
The treasurer is the chair of the Finance Committee, which includes two other board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plan, and annual budget with staff and other board members. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to board members and the public.
ARTICLE V — DIRECTOR AND STAFF
Section 1: Executive Director
The executive director is hired by the board. The executive director has day-to-day responsibilities for the organization, including carrying out the organization’s goals and policies. The executive director will attend all board meetings (as a nonvoting member), report on the progress of the organization, answer questions of the board members and carry out the duties described in the job description. The board can designate other duties as necessary.
ARTICLE VI– NONDISCRIMINATION
Communities Collaborating does not and shall not discriminate on the basis of race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, or military status, in any of its activities or operations. These activities include, but are not limited to, hiring and firing of staff, selection of volunteers and vendors, and provision of services. We are committed to providing an inclusive and welcoming environment for all members of our staff, clients, volunteers, subcontractors, vendors, and clients.
Communities Collaborating is an equal opportunity employer. We will not discriminate and will take affirmative action measures to ensure against discrimination in employment, recruitment, advertisements for employment, compensation, termination, upgrading, promotions, and other conditions of employment against any employee or job applicant on the bases of race, color, gender, national origin, age, religion, creed, disability, veteran’s status, sexual orientation, gender identity or gender expression.
ARTICLE VII — INDEMNIFICATION
Communities Collaborating shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer, director, or employee of the organization against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the corporation; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding.
The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.
No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person.
This Article constitutes a contract between Communities Collaborating and the indemnified officers, directors, and employees. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer, director, or employee under this Article shall apply to such officer, director, or employee with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.
ARTICLE VIII — AMENDMENTS
Section 1: Amendments
These bylaws may be amended when necessary by two-thirds majority of the board of directors. Proposed amendments must be submitted to the secretary to be sent out with regular board announcements.
These bylaws were approved at a meeting of the board of directors by a two- thirds majority vote on February 22, 2019.