International Conservancy, Inc.
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This page carries an accurate printing of CLIC's Bylaws which are fully ratified and in effect at this time.
CLIC's original by-laws were adopted at the incorporation meeting, April 9, 2002 ... and were amended by action of the membership during its 2002 Annual Meeting.
Additional changes were made by the Board of Directors in 2003 and were ratified on July 23, 2005 by action of the membership during its Annual Meeting.
At the September 16, 2006 and April 21, 2007 Board of Director's meetings Article 4, Section 3 was moved for amendment by action of the Board. Ratification was proposed and passed at the 2007 Annual Meeting.
In early 2008, a series of proposed changes was presented to the CLIC Board of Directors. A committee was named and over the next three years, that committee reviewed, discussed and edited those proposed changes. The proposed changes were not major in effect but rather were necessary to keep the governance of CLIC in line with these bylaws. The concepts of Simplicity and Need were strongly considered in writing those proposed changes. The only significant changes involve the authorization to use electronic communications among and between the Board of Directors. Those changes were adopted by CLIC's Board of Directors at its September 12, 2009 meeting and were moved, seconded and duly ratified at the 2010 Annual Meeting.
In 2014, CLIC's membership ratified a change to allow the Board of Directors broad leeway to meet electronically and to conduct business by teleconference. See Article 4, Section 9.
Words below, in bold red, are being considered for change in 2015
According to Article 6, herein, all amendments acted on by the Board of Directors must be pre-announced and presented for final ratification by the membership at the next Annual Meeting of the Members.
Article 1 - Name, Home Office, Seal, Purposes
Section 1 The name of the Corporation shall be “Chiputneticook Lakes International Conservancy” [CLIC No periods]
Section 2 The office of the Corporation shall be in Orient, Maine.
Section 3 The seal of the Corporation shall be circular and shall bear the following information: “Chiputneticook Lakes International Conservancy - Corporate Seal 2002” and the Corporation may adopt any other seal, including a red wafer seal as a temporary seal, in the event that a corporate seal is not readily available.
Section 4 This Corporation is organized for all purposes permitted under Title 13-B, M.R.S.A., subject to the following:
a) This corporation is organized exclusively for charitable, religious, educational or scientific purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code;
b) No part of the net earnings of the corporation shall inure to the benefit of, or be distributed to its members, directors officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for the services rendered to make payments and distributions in furtherance of the purposes set forth;
c) No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office;
d) Notwithstanding any other provision of these Articles, the corporation shall not carry on any other activity not permitted to be carried on
1) by an organization exempt from Federal income tax under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future Federal tax code or
2) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future Federal Tax code.
e) Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future Federal tax code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Superior Court of the county in which the principal office of the corporation is then located exclusively to such organization or organizations as said Court shall determine which are organized and operated exclusively for 501 (c) (3) purposes.
Article 2 - Membership
Section 1 A member may be any individual or individuals within one household who indicates his/her intention to become a member, who supports the basic purposes of the Corporation and who pays annual membership dues fixed by the Board of Directors.
Section 2 Designated membership may be voted by the Board of Directors, as they see fit, to persons or households who do not pay dues to the Corporation. The Board could act, for example, in recognition of services rendered in lieu of membership dues.
Section 3 Membership is based on a calendar year. Member[s] households which [who] have not paid membership dues on or before the date of the annual meeting shall not be eligible to vote at that meeting. Should dues remain unpaid for an additional twelve month period, the names of the individuals may be removed from the [active] membership rolls by a vote of the board of directors at any regular meeting.
Section 4 Membership addresses and phone numbers shall be provided by the individual members, and members are responsible for reporting all such changes to the Membership Secretary.
Section 5 Charter members shall be those who have become members of CLIC, an unincorporated association, on or before December 31, 1993 and who have continued their active membership every year from that time to the present.
Article 3 - Meetings
Section 1 Place. Meetings of the membership shall be held within the State of Maine or the Province of New Brunswick.
Section 2 Annual Meeting. Commencing in 2002 and in each subsequent year, an annual meeting of the Corporation shall be held for the election of Directors and the transaction of business. Normally, the annual meeting shall be held during July or August of each year.
ORDER OF BUSINESS AT AN ANNUAL MEETING OF THE MEMBERSHIP
Call to order
Recognition of Members Present
Introduction of Guests and Visitors
Officer’s, Directors & Committee Reports
First Vice President (or President Elect if so designated)
Report of the Board of Directors
Nominations Declared Open
Report of the Nominating Committee (if an election is to be held at this meeting)
Nominations from the floor
Nominations Declared Closed
Election of Directors
Announcements for the good of the organization
Adjournment sine die
Section 3 Special Meetings. Special meetings of the members may be called on the order of the President or a majority of either the Executive Committee or the Board of Directors.
Section 4 Written notice. Written notice of all meetings of the members shall be delivered to each member not less than seven (7) days before the date of the meeting either personally or by mail. If mailed, such notice shall be deemed delivered when deposited with postage prepaid in the United States or Canada, addressed to each member at the address appearing in the membership records. Notice of the Annual Meeting may be mailed with the organization’s newsletter.
Section 5 Quorum. Ten or more members shall constitute a quorum but a lesser number may adjourn the meeting from time to time.
Article 4 - Board of Directors
Section 1 Management. Between annual meetings of the membership, the business and affairs of the Corporation shall be managed and controlled by the Board of Directors, (hereinafter called the Board).
Section 2 Number of Directors. The Board shall consist of not less than five (5) and not more than twenty-five (25). The initial number of directors shall be eleven (11) The Board of Directors may change the number of directors from time to time.
Section 3 International Representation. The composition of the Board shall, when reasonably possible, reflect the percentage of the general membership from the United States and Canada.
Section 4 Terms of Office. Each Director shall hold office for staggered three year terms or until his/her successor is elected and qualified.
Section 5 Vacancies on the Board of Directors. The Board shall have the power to appoint Directors to serve the balance of a term when there is a vacancy. The position of any Director who fails to attend [three consecutive] any two meetings of the Board in one fiscal year may be deemed vacant on determination of the Board.
Section 6 Regular Meetings of the Board of Directors. Under ordinary circumstances, the Board shall meet four times annually. Meetings of the Board shall be convened by order of the President or the Clerk, or may be called by majority vote of either the Executive Committee or the Board Members for the time being in office. Written notice of meetings shall be mailed, e-mailed, or otherwise given by the Clerk to each Director at least seven (7) days in advance of such meeting.
Section 7 Organizational Meeting of the Board of Directors. Directors shall take office at the Organizational Meeting, which shall be scheduled following the annual membership meeting and for the purpose of electing and qualifying officers, who shall assume their offices upon election. Other business may appropriately be brought before the meeting.
Section 8 Conduct of Meetings. A majority of the Directors shall constitute a quorum for the transaction of business, but a lesser number may adjourn any such meeting.
Section 9 - Teleconference Meetings of Directors. Between scheduled meetings of the Board of Directors, and at the discretion of the President, a special telephone conference call may be convened among the Board of Directors to discuss and act upon any matter that may come before the organization.
All currently serving directors must be notified of such an electronic conference at least four (4) days in advance of such an electronic meeting. A quorum, as described in Article 4, Section 8 of these bylaws, shall be required for business to be transacted.
Such conference calls must permit all Directors to have equal access to all directors participating in such electronic meetings and to adequately and simultaneously communicate among all other Directors on the conference call.
All Directors participating in such telephonic conferences shall be deemed to be present at such electronic meetings, and in accordance with Article 4.8, a majority of the Directors then in office shall constitute a quorum. Voting at such electronic conference meetings shall be by verbal poll of the participants, each signifying their assent or dissent on such matter or matters before the Board for discussion and approval.
Section 10 Electronic Voting by Directors. Between scheduled meetings of the Board of Directors and with the approval of a simple majority of the Executive Committee, a vote of the full Board of Directors may be taken by electronic mail (in combination with postal mail as may be necessary) on any decision that the Executive Committee desires approval from the full Board. Any elected Board member who has not disclosed an active e-mail address shall be notified via postal mail and shall be allowed to vote by return postal mail. A number of positive e-mail or written responses equal to a quorum as described in Section 8, above, must be received by the presiding officer(s) in order for action to be approved by this method of voting.
Article 5 - Officers and Committees
Section 1 Election. The Board shall elect from its own members, at its Organizational Meeting, a President, Vice President, Treasurer, and Clerk and shall elect such other officers as shall be required by law or the needs of the Corporation, none of whom need be members of the Board of Directors. One individual may be elected to more than one office, except that the offices of President, Vice President, and Treasurer shall not be combined with any other office. Officers shall be elected to fill one (1) year terms.
Section 2 The Executive Committee. The Executive Committee shall be comprised of the President, Vice President, Treasurer and Clerk. The Executive Committee will prepare a slate of candidates for election to the Board for presentation to the membership at the annual meeting. It will conduct the business of the Corporation between meetings of the Board. Its meetings shall be called by the President and its business shall be decided by a three-fourths (3/4) affirmative vote of the membership of the Committee.
Section 3 President. The President shall be the chief executive officer of the Corporation and shall preside or if he chooses, shall appoint a chairman at all meetings of the membership, the Board of Directors and the Executive Committee, and shall exercise such duties and responsibilities as customarily pertain to the office and shall perform such other duties as may be prescribed from time to time by the Board. The President shall appoint the chairs and members of standing and ad hoc committees. If none of the eligible elected directors are willing to serve as President, the bylaws governing who may serve as President may be set aside and any member willing to serve as President may be elected by the Board for one term.
Section 4 Vice President. The Vice President shall perform the duties of the President in his absence and shall perform such other duties as may be prescribed from time to time by the President or the Board of Directors. The Vice President shall normally be expected to become President of the corporation at some time in the future after the President completes his last year of service or resigns or otherwise ceases to serve as President. He shall be selected with that understanding.
Section 5 Treasurer. The Treasurer shall have general custody of all the funds, securities and other property of the Corporation and shall keep accurate records of all monies received and paid out and shall make a report of the financial condition of the Corporation when required and shall give such bond as the Board may require for the faithful discharge of his/her duties. If such bond is required, the premium for such bond will be paid by the organization.
Section 6 Clerk. The Clerk shall keep the record of all meetings of the Corporation and of all meetings of the Board and shall perform all other duties required by the laws of Maine.
Section 7 Committees. The Corporation shall maintain standing committees on:
a) Membership Development and Retention
c) Fisheries and Water Quality
The Board of Directors may also designate ad hoc committees to further the specific and timely interests of the Corporation. The President shall appoint Standing Committee and Ad Hoc Committee Chairs. Ad Hoc Committees shall exist for such period of time as shall be specified at the time of designation unless extended by vote of the Board of Directors, and if no time is specified they shall exist until the next annual meeting of the membership.
Article 6 - Amendments
The By-Laws may be amended by a vote of 2/3rds majority of the Board provided that a written notice of the proposed change or amendment shall be mailed or given to each Director at least seven (7) days prior to the meeting called for the purpose. Any such amendment approved by the Board shall be ratified by a majority of the membership in attendance at the next Annual Meeting. Notice of the proposed ratification may be made to the membership in the notice of the annual meeting.
Article 7 - 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 Revised.
For Robert’s Rules of Order Revised - Visit www.robertsrules.org
No currently proposed changes
Click the blue underlined link above to see any proposed changes.
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