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Statement of Purpose

and

By-Laws

of

The Friends of the Allagash

 

Statement of Purpose:

 

The purposes of this Organization shall encompass but shall not be limited to the following:

 

1.      To conserve, maintain, protect, and restore the soil, waters, wildlife and all other natural resources of the State of Maine including particularly but not exclusively the Allagash, Aroostook, Big Black, Fish, Little Black, Saint Francis and Saint John rivers and their watersheds.

 

2.      To promote appropriate and practicable means and opportunities for education of the public with respect to such resources and to ensure fully the public’s access to and wholesome utilization of those resources and watersheds.

3.      To preserve, protect and present to all citizens the historical, cultural and economic traditions of the peoples of those watersheds.

 

By-Laws

 

Article I: Membership and Dues

 

Section 1: a Any person domiciled in those watersheds may become a Voting Member.

                        

b. Any other person or organization shall be eligible for Supporting Membership.                      

c. The Board of Directors, by a two-thirds majority vote, may grant Voting Member status to any person regardless of residency.

 

 

Section 2: Annual dues shall be payable on or before the Annual Membership Meeting. The amount of annual dues shall be established by the Board of Directors.

 

Section 3: All Members whose dues and other Organization obligations are in good order and who are otherwise in good standing shall be deemed current Members.

 

Section 4: Any Member who engages in activities detrimental to the interests of this organization may be expelled from Membership by a two-thirds vote of the Board of Directors. The Member in question shall be given at least ten (10) day’s notice of the proposed action and shall be given an opportunity to be heard by the Directors prior to their vote.

 

Section 5: Any Member whose connection with this Organization is severed by resignation, death, expulsion or for any other cause, shall forfeit all interest in any funds, property, or any other matters associated with this Organization.

 

Article II: Meetings

 

Section 1: The time and place of the Annual Membership Meeting shall be established and made known to Membership by the Board of Directors or Secretary at least ten (10) days prior to such meeting; an agenda shall be established and made available during that period.

 

Section 2: Special meetings of this Organization may be called at any time by the President, a majority of the Board of Directors, or by petition of not less than ten percent (10%) of the current Voting Membership as validated by the Secretary. Any special meeting called will require notice of such meeting be given to the Membership stating the date, time and place of such meeting at least ten (10) days prior to the time of said meeting; the Secretary shall also make available the meeting’s agenda.  The President may at any time, suspend the time and notice requirements of these By-Laws for the purpose of  convening a Directors Meeting to address emergency issues.  Decisions made in that meeting will prevail unless later rescinded by two thirds of the voting membership at the next general meeting.

 

Section 3:   The following guidelines shall apply:

 

a.          Each Voting Member shall have one vote. A Voting Member may be in attendance or may cast a vote on any item in the agenda by proxy.

 

b.          A simple majority (51%) shall prevail on all business matters. In cases of changes to the Statement of Purpose, By-Laws, or the voting out of office of an Officer or Board Member, a two-thirds majority is required. Proxy votes received by the Secretary prior to the vote shall be allowed.

 

c.          Proposed changes to the Statement of Purpose, By-Laws, or the voting out of office of an Officer or Board member shall be made known to the Membership by the Board of Directors or Secretary at least ten (10) days prior to any vote on such proposal.

 

Section 4:  Business meetings shall be conducted in accordance with the most recent edition of Robert's Manual of Parliamentary Rules, commonly referred to as “Robert's Rules of Order.” The President or Vice President shall normally conduct the meeting in the following order:

 

a.       Call the meeting to order.

 

b.   Recognize guests, if any be present, and make opening remarks.

c.          Ask the Secretary to read the minutes of last report, open the floor for discussion on any open items, and request a motion for the minutes to be accepted.

 

d.      Ask the Treasurer to read the Treasurer's Report, open the floor for discussion on any open items, and request a motion for the report to be accepted

 

e.          Ask for all standing committee reports.

 

f.            Open the floor for discussion of any old business.

g.          The presiding officer has the discretionary authority to limit debate.

 

h.   Once any old business is finalized, the President may then open the floor to any new business.  Under new business, only items on the publicized agenda are eligible for vote.

 

i.   Once action is taken on all business matters and a motion from the Members to adjourn being made, seconded, and voted upon, the President may then close the business meeting.

 

 Article III: Board of Directors

 

Section 1: The management of The Friends of the Allagash shall be vested in and be the responsibility of a Board of Directors consisting of no more than fifteen members. The Directors shall be elected annually for a term of one year. The immediate past President shall be a voting member of the Board of Directors.

 

Section 2: The Board of Directors may meet bi-monthly and review all ongoing Organization business, financial reports, complaints, legal questions, fund raising events, and any other business pertinent to the activities and interests of this Organization.

 

Section 3: The Board of Directors may approve any expenditure of Organization funds by a two-thirds majority vote of the Board.  It is the responsibility of the Board to adequately fund the necessary functions of the committees.

 

Section 4: Minutes of each Board of Directors Meeting shall be maintained by the Secretary; these reports shall reflect all transactions. Robert's Rules of Order shall be used to govern Board of Directors meetings. Minutes of meetings shall be maintained on file and made available to the Membership upon request. In addition, all minutes shall reflect Board Members present. Vacancies on the Board of Directors shall be filled by nomination and Membership vote at the next scheduled Membership meeting.

 

Article IV: Officers

 

Section 1: Officers: A President, Vice President, Secretary and Treasurer shall be elected at the Annual Membership Meeting; the term of office for each Officer shall be one year.

 

Section 2: President: The President shall be the executive Officer of this Organization. It shall be the duty of the President or the President’s designee to preside at all meetings of the Organization. The President shall perform such other duties as ordinarily pertain to this office. The following authority and/or restrictions shall apply to the office of President:

 

a.       The President has the authority to call special meetings of the Board of Directors and/or general Membership.

 

b.       The President shall appoint or solicit committee chairpersons from Voting Membership for standing committees or special committees.

 

Section 3: Vice President: The Vice President shall, in the absence of the President, perform the duties of the President and such further duties as shall be assigned by the Board of Directors or the President. The Vice President, when assuming Presidential duties, shall be guided by the same rules as pertain to the President as outlined in Section 2.

 

Section 4: Secretary: The Secretary shall keep an accurate record in permanent form of all business transactions and shall perform such other duties as may be prescribed from time to time by the President or Board of Directors. The following responsibilities apply specifically to the Secretary's position:

 

a.         The Secretary shall be deemed the official record keeper of all historical and current Organization records.

 

b.         The Secretary shall maintain minutes of all Board of Directors, Membership and Special Meetings.

 

c.         At least 10 days prior to a scheduled Membership meeting, the Secretary shall make available to the Membership the agenda for that meeting.

 

d.         The Secretary has the discretionary authority to purchase at Organization expense administrative supplies, i.e. paper, pencils, stamps, envelopes, etc., required to perform the duties of that office. All bills, etc. will be presented to the Treasurer for accountability. If the cost of necessary supplies is to exceed $5000 in any calendar month, approval must be obtained from the Board of Directors.

 

e.         At the expiration of the Secretary's term in office, all records and materials shall be transferred to the incoming Secretary.

 

Section 5: Treasurer: The Treasurer shall be responsible for all financial transactions of the Organization, preserve and maintain all receipts, collect funds, make deposits and distribute payments as may be required. The following specific responsibilities apply to this position:

 

a.       The Treasurer shall receive all funds generated by the Organization.

 

b.       The Treasurer shall deposit all funds in either the Organization’s checking or savings account as directed by the Board of Directors or By-Laws.

 

c.       The Treasurer shall receive and preserve any and all financial statements or billings and shall make payments as required; no payments may be made without a receipt and/or statement. The Treasurer shall maintain, in addition to any statements or billings, a separate record of all transactions.

 

d.       The Treasurer shall provide a regular Treasurer's Report at Membership meetings

 

e.       The Treasurer shall provide an annual report at the end of the fiscal year outlining all income and expenses incurred by the Organization from April 1st to March 31st. Expenses shall be divided into a minimum of two categories, “Fixed Expenses,” (insurance, electrical, fuel, administrative, etc.) and “Other.” At the end of term in office, the Treasurer shall transfer all funds, check books, statements, records of transactions, and any other pertinent Organization property to the incoming Treasurer.

 

f.        The Treasurer has discretionary authority to purchase, at Organization expense, administrative supplies, i.e. paper, pencils, stamps, envelopes, etc., required to perform the duties of this office. If the cost of necessary supplies is to exceed $5000 in any calendar month, approval must be obtained from the Board of Directors.

 

Section 6: The Members may at any time, by a two thirds majority vote of Voting Members, ask for the resignation of any Officer. The Officer in question shall be given at least ten (10) day’s notice of the proposed action and be given an opportunity to be heard by the Membership prior to their vote. In the event any Officer is unable to complete a term of office for any reason, the Membership shall at the next Membership meeting elect a replacement from within Voting Membership; said newly-elected Officer shall hold the position for the unexpired portion of the term of the outgoing Officer. Vacancies shall be replaced in accordance with Article III, Section 5.

 

 

Article V: Committees

 

Section 1: The Organization’s standing committees shall be as designated by the President or by the Board of Directors. These committees may include the following:

                        Nominating

Membership

                        Public Relations

                        By-Laws

                        Social

                        Building/Meeting Areas

                        Audit

 

Section 2: The President shall be an ex-officio  member of all committees.

 

Section 3: Committee chairpersons for standing committees shall select and/or solicit volunteers from the General Membership.

 

Section 4: Committee chairpersons shall provide status reports during Board of Director or Membership meetings.

 

Article VI: Elections & Voting

Section 1: A Nominating Committee shall prepare and make available a slate of candidates for Officers and Board of Directors at least 30 days prior to the Annual Membership Meeting.

Section 2: Nominations from amongst Voting Members for Officers and Board of Directors shall be allowed.

Section  3: Absentee ballots shall be allowed.

Section 4: In any matter before the Board of Directors, the presiding Officer has discretionary authority to allow proxy voting.

 

Article VII: Finances

 

Section 1: The fiscal year of The Friends of the Allagash shall begin on the 1st day in April of each calendar year and shall end on the 31st of March of the following calendar year.

 

Section 2: All funds of the Organization shall be deposited by the Treasurer in the name of the Organization in such bank or banks as may be designated by the Board of Directors.

 

Section 3: All disbursements shall be by check, signed by the Treasurer or by cash with a receipt.

 

Section 4: A thorough and complete annual audit shall be accomplished each year by an Audit Committee. The audit shall be finalized as near the end of the fiscal year as may be practical. A complete audit report shall be submitted to Membership at the Annual Membership Meeting. The audit, at a minimum, will encompass the following:

 

a.    Ensure a check and balance system of all expenditures; all records shall be verified against the minutes of the Membership and Board of Directors meetings to ensure compliance with Organization By-Laws.

 

b.    Balance the check book with the most current bank statement and review all expenses to insure that no inconsistencies exist.

 

c.    Review any other Organization accounts.

 

d.    Provide a report of audit with any discrepancies noted and recommendations to reconcile any noted discrepancies.

 

 

Article VIII: Rules

 

Section 1: No Member, Officer, or Director of The Friends of the Allagash shall in any way obligate the Organization without consent from the Board of Directors or Voting Membership.

 

Section 2: No contributions for outside organizations shall be solicited at any meeting of the Organization unless authorized by the Board of Directors or Voting Membership.

 

Section 3: Organization members may not solicit on behalf the Organization except for an Organization-sanctioned function previously approved by the Board of Directors or Voting Membership

 

Section 4: Upon the dissolution of this Organization or the termination of its activities, the assets of this Organization, after paying all liabilities, shall be distributed exclusively to one or more Organizations which are tax-exempt in accordance with appropriate Sections of the Internal Revenue Code of 1986, as amended, and identified as charitable, religious, eleemosynary, benevolent or educational Organizations within the meaning of Title 13B of the Maine Revised Statutes as amended. The recipient Organization(s) shall be selected by majority vote of the immediate past Board of Directors.

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