New Ladies Aid Bylaws
Below you will find the recently-approved Bylaws for the Cranberry Isles Ladies Aid Society, as forwarded to the webmaster 27 Dec 2000 by Richard Beal. Now that a firm legal foundation has been set up, Richard encourages all interested persons to join the Aid -- men too! All it takes is a $3 annual membership fee.
Richard goes on to say:
All correspondence for the time being should be addressed to me at P.O. Box 43, Cranberry Isles, ME 04625. Formation of a Board of Trustees will take place in 60 days with election of temporary officers to comply with State of Maine Incorporation laws since the Aid Society is a Maine corporation... I have sent a copy of the Bylaws to Owen Roberts so that he and Rod Ward can assist in obtain IRS 501C3 status for the group. Also legal research has revealed that the Parsonage is part of the Aid Society and does not belong to the Church...
Thanks much, Dick Beal
MISSION STATEMENTReturn to Great Cranberry Island
AND BYLAWS
OF THE CRANBERRY ISLES LADIES AID SOCIETY OF GREAT CRANBERRY ISLAND, MAINE Mission Statement The Ladies Aid Society of Great Cranberry Island, Maine, serving the citizens owning land or renting property on Great Cranberry Island, affirms the following purposes and roles in serving its community: 1. The Society's physical plant serves as a community meeting place for nonprofit community organizations having educational, cultural and civic purposes. The Community Center provides information concerning community organizations, events, and services, and hosts cultural, educational and artistic programs and exhibits. 2. The Society's Community Center provides a centrally located facility for members and guests to gather for meetings of all nature, suppers in conjunction with Congregational Church activities, joint activities with the Great Cranberry Library and the Great Cranberry Fire Club, and emergency shelter for those seeking same due to a loss of their home by fire or other natural disaster. 3. In all of its endeavors, the Ladies Aid Society shall operate as a not for profit organization in support of the citizens of Great Cranberry Island, regardless of race, creed, color or sexual orientation. BYLAWS ARTICLE I NAME Section 1. Name. This body shall be called "The Board of Trustees of the Cranberry Isles Ladies Aid Society" of Great Cranberry Island, Maine, and hereafter may be referred to as "the Board". The Board also recognizes and authorizes use of the colloquial terminology of "Great Cranberry Community Center" when referring to the Ladies Aid Society of Great Cranberry Island, Maine physical plant. The parsonage home shall continue to be called "The Parsonage". ARTICLE II BOARD OF TRUSTEE MEETINGS Section 1. Annual Meeting. An annual meeting shall be held once each calendar year for the purpose of electing trustees and for the transaction of such other business as may properly come before the meeting. The annual meeting shall be held at the time and place designated by the Board of Trustees at the end of August of each year. The Board of Trustee President shall preside at the Annual Meeting. Section 2. Regular Meeting. At least two Regular Meetings shall be held in July and one in August, plus the Annual Meeting at the end of August. One Regular Meeting shall be held monthly between September and July unless otherwise decided by a quorum of the Board. The Board of Trustee President shall preside at all regular meetings. Section 3. Special Meetings. Special meetings of the Board may be requested by the President, by three members of the Board of Trustees, or by petition to the Board of Trustees of ten members of the Society membership body at large. Such petition shall be addressed to the Secretary of the Board of Trustees for action and scheduling, stating the reason for requesting a Special Meeting. Section 4. Notice. Written notice of all Board of Trustee meetings shall be provided under this section or as otherwise required by law. The Notice shall state the place, date, and hour of meeting, and if for a special meeting, the purpose of the meeting. Such notice shall be mailed to all trustees of record at the address shown on the Secretary's membership list, at least 10 days prior to the meeting should the trustee not be a permanent resident of Great Cranberry Island, Maine. Such notice shall be deemed effective when deposited in ordinary U.S. Mail, properly addressed, with postage prepaid. For those trustees who are permanent residents of Great Cranberry Island, Maine the Notice shall state the place, date, and hour of meeting and be posted at least 10 days prior to the Meeting at both the Great Cranberry Post Office and at the Cranberry General Store. Section 5. Place of Meeting. Board of Trustee meetings shall be held at the Ladies Aid Society's Community Center building, located next to the Congregational Church, unless otherwise stated in the Notice of Meeting. Section 6. Quorum. A majority of the Board of Trustees (5 members), whether represented in person or by telephone proxy, shall constitute a quorum at a Board of Trustees' meeting. Should no quorum exist, and should the matter be of sufficient import, all absentee members shall be polled by telephone at the expense of the Ladies Aid Society. In the absence of a quorum, a majority of the represented trustees may adjourn the meeting to another time without further notice. If a quorum is represented at an adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally scheduled. The trustees present at a meeting represented by a quorum may continue to transact business until adjournment, even if the withdrawal of some trustees results in representation of less than a quorum. Section 6. Meeting Agenda. a. Annual Meeting: The Annual Meeting shall follow the usual agenda for presentation of the annual reports of the President, Secretary and Treasurer. The budget for the following year shall be adopted plus election of new members to the Board of Trustees. The floor shall be opened to all members for comments, suggestions or questions with moderation by the President. At a meeting of the new Board members immediately after the Annual Meeting, new officers will be elected. New committees will be formed, if necessary, and members of standing and ad hoc committees will be appointed by the President. b. Regular Meeting: The order of business of the Regular Monthly Meeting shall include the following items: 1. disposition of minutes of previous meeting and any intervening meeting(s). 2. Treasurer's financial report of the Ladies Aid Society 3. Report of the President 4. Action on outstanding liabilities (if any) 5. Committee Reports 6. Communications 7. Unfinished business 8. New business 9. Public presentation to or discussion with the Board of Trustees 10. Establishment of next meeting date and time 11. Adjournment Section 7. Rules. Proceedings of all meetings shall be governed by Roberts Rules of Order. Section 8. Informal Action. Any action required to be taken, or which may be taken, at a Board of Trustee meeting, may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, is signed by a quorum of the trustees entitled to vote with respect to the subject matter of the vote. ARTICLE III MEMBERSHIP Section 1. Membership. To be eligible to join the Cranberry Isles Ladies Aid Society of Great Cranberry Island, Maine, to vote and/or serve as an officer, an individual (male or female) must be: 1. a permanent resident of Great Cranberry Island, or 2. an owner of property on Great Cranberry Island, or 3. a renter who has come to Great Cranberry Island for two or more consecutive years, and 4. has paid annual dues to the Ladies Aid Society of $3.00 which will be placed in an administrative account allocated to publication and transmission of Meeting Notices and other announcements for the benefit of all members. Section 2. Trustees. The Cranberry Isles Ladies Aid Society shall be managed by a Board of Trustees consisting of nine trustee(s). Section 3. Election and Term of Office. The trustees shall be elected at the annual Cranberry Isles Ladies Aid Society meeting in August of each year except for Section 3.a below. Each trustee shall serve a term of three years, and may be reelected. No member of the Board may serve more than six consecutive years on the Board. Section 3a. First Election. Following the signing of these Bylaws a notice shall be published by the Board Secretary announcing a sixty day enrollment period of new Ladies Aid society members. At the conclusion of the enrollment period, the first election under these Bylaws shall elect three members for a term of one year, three for a term of two years, and three for a term of three years. All following elections shall proceed according to Section 3. Section 4. Adverse Interest. In the determination of a quorum of the trustees, or in voting, the adverse interest of a trustee shall not disqualify the trustee or invalidate his or her vote. Section 5. Elections. Board of Trustee elections shall be held by secret ballot at the Annual Meeting in August except as indicated in Section 3a. The secretary of the Board of Trustees shall officiate at each election and all those members then present of the Cranberry Isles Ladies Aid Society, found to be in good membership standing as outlined in Article III, Section 1, may participate in the balloting process. Section 6. Removal / Vacancies. A trustee shall be subject to removal, with or without cause, at a meeting of the Board of Trustees called for that purpose. Any vacancy that occurs on the Board of Trustees, whether by death, resignation, removal or any other cause, may be filled by the remaining Trustees. A trustee elected to fill a vacancy shall serve the remaining term of his or her predecessor, or until a successor has been elected and qualified. Section 7. Exclusion to Election. An employee of the Board of Trustees may not be elected to the Board, and may not serve as a voting or non-voting member of the Board. Section 8. Committees. To the extent permitted by law, the Board of Trustees may appoint from its members a committee or committees, temporary or permanent, and designate the duties, powers and authorities of such committees. ARTICLE IV OFFICERS Section 1. Number of Officers. The officers of the Board of Trustees shall be a President, one or more Vice-Presidents (as determined by the Board of Trustees), a Secretary, and a Treasurer, to be elected by and from the Board following the Annual Meeting. Two or more offices may be held by one person. Section 2. Continuity. To assure continuity, the President and/or the Vice President plus the Treasurer shall be permanent residents of Great Cranberry Island, Maine. Section 3. Term of Office. Officers shall serve for a term of one year from the Annual Meeting at which they were elected and until their successors are duly elected. No individual may serve in the same office for more than four consecutive years. Section 4. Duties of President. The President shall preside at all meetings of the Board of Trustees, authorize calls for any Special Meetings, appoint all members of committees voted by a majority of the Board (a committee need not consist exclusively of Board members), serve as a non-voting ex-officio member of all committees, and generally perform all duties associated with that office. Section 5. Succession. In the event of the absence or the disability of the President, or a vacancy in that office, the Vice President, the Treasurer, then the Secretary in this order shall assume and perform the duties of the President. Section 6. Duties of Secretary. The Secretary shall keep a true and accurate record of all meetings of the Board, the minutes to be on file in the Community Center, shall issue notice of all Regular and Special Meetings, and shall perform such other duties that are generally associated with that office. Section 7. Duties of Treasurer. The Treasurer shall be the disbursing officer of the Board of Trustees, shall sign all checks, shall see that proper financial and payroll records are kept for the Cranberry Isles Ladies Aid Society, shall review those records monthly, shall present a written financial report at all meetings of the Board. This Treasurer's Report shall consist at a minimum of: 1. written summation of financial action for the month. 2. a Monthly Budget Report (Budget, Monthly Expenses, Total Expended, and Budget Balance. 3. Account Balances Report (Assets & Liabilities) 4. Monthly Cash Flow Report. At all times the Treasurer shall be ever mindful of his/her fiduciary responsibilities as delineated in public laws of the State of Maine for an organization accepting public contributions. In the absence or disability of the Treasurer, his/her duties shall be performed by the President or Vice President or another member of the Board of Trustees as the Board may designate. ARTICLE V COMMITTEES Section 1. Executive Committee. The Executive Committee shall be composed of the elected officers of the Board of Trustees; they shall have emergency power to act for the Board between meetings of the Board. Section 2. Standing Committees. Standing committees may include non-Board members; members of these committees shall be appointed by the President. a. The Nominating Committee shall recommend a slate of Trustees at the Annual Meeting. Additional nominations may be made from the floor. Nominations will be voted by secret ballot. Anyone covered by Article III, Section 1, is eligible to vote. b. The Fund Raising Committee shall be responsible for planning and arranging special events, including the annual Cranberry Isles Ladies Aid Society Fair held at the Community Center building; and drafting fund raising letters. c. The Budget Committee (the Community Center Director and Board of Trustee Treasurer are permanent members) shall be responsible for the presentation of the proposed annual budget. ARTICLE VI COMMUNITY CENTER DIRECTOR Section 1. Duties of Director. The Board of Trustees shall appoint a Community Center Director who shall be the executive and administrative officer of the Great Cranberry Community Center, located next to the Congregation Church, and formerly known as the Ladies Aid Building. The Director's position may be a paid position or voluntary as determined by the Board. The Director shall recommend to the Board the appointment and shall specify the duties of employees and/or volunteers, and shall be responsible for the proper direction and supervision of the staff then in existence during special events. Additionally, the Director shall: 1. Be responsible for the scheduling of all events held at the Community Center as well as ensuring that each event has a point of contact for coordination of same and for appropriate cleanup afterwards. 2. Determine all maintenance actions required to preserve and protect the Community Center physical plant, including all installed equipment. 3. Order all supplies required for events approved by the Board of Trustees or a standing committee ensuring that where specific items will cost more than $1000 that a competitive bid from two vendors has been obtained. 4. Arrange for lawn cutting of the grounds and coordinate any gardening for flowers or shrubs around the building. 5. Oversee operation and maintenance of the Ladies Aid Society Parsonage building, including all maintenance actions of the physical plant. ARTICLE VII CORPORATE SEAL, EXECUTION OF INSTRUMENTS The Cranberry Isles Ladies Aid Society shall not have an organizational seal. All instruments that are executed on behalf of the organization which are acknowledged and which affect an interest in real estate shall be executed by the President or any Vice President and the Secretary or Treasurer. All other instruments executed by the organization, including a release of mortgage or lien, may be executed by the President or any Vice President. Notwithstanding the preceding provisions of this section, any written instrument may be executed by any officer(s) or agent(s) that are specifically designated by resolution of the Board of Trustees. ARTICLE VIII AMENDMENT TO BYLAWS The Bylaws may be amended, altered, or repealed by the Board of Trustees by a majority of a quorum vote at any regular or special meeting; provided however, that a majority of the membership then present for an Annual Meeting may from time to time specify particular provisions of the Bylaws which shall not be amended or repealed by the Board of Trustees. ARTICLE IX INDEMNIFICATION Any trustee or officer who is involved in litigation by reason of his or her position as a trustee or officer of this Cranberry Isles Ladies Aid Society organization shall be indemnified and held harmless by the Cranberry Isles Ladies Aid Society to the fullest extent authorized by law as it now exists or may subsequently be amended (but, in the case of any such amendment, only to the extent that such amendment permits the organization to provide broader indemnification rights.). ARTICLE X DISSOLUTION As stated in the Mission Statement for this organization, its purpose is to serve the community of Cranberry Isles, Maine through non-profit activities associated with educational, cultural and civic endeavors as an adjunct to the works of the Great Cranberry Library. Should future circumstances dictate, however, that this organization is no longer viable and that its continued existence is not financially feasible, then the Board of Trustees by unanimous vote of its nine members may dissolve the Cranberry Isles Ladies Aid Society. In that eventually, the President of the Board of Trustees, or his designate, is authorized to transfer all remaining assets to the Great Cranberry Library which is also a federally recognized non-profit entity with approved Internal Revenue Service Code 501C3 status. The Great Cranberry Library's Federal TIN is 01-0353376. CERTIFICATION We, the incorporators, certify that the foregoing is a true and correct copy of the amended and modified Bylaws of the above named Cranberry Isles Ladies Aid Society, duly adopted by the incorporators on 16 December, 2000. These amended and modified Bylaws flow from those originally adopted in May 1862, and subsequently modified during reorganization on September 16, 1900. ____________________________ ___________________________ Gaile Colby, President Ruth Westphal, Secretary ____________________________ ___________________________ Robin Richman, Member Barbara Stainton, Member ____________________________ ___________________________ Louise B. Stranberg, Member Sonja Colby, Member ____________________________ ___________________________ Beverly Sanborn, Member * *** * State of Maine County of Hancock, ss. On this the 16th day of December, 2000, before me, Richard F. Beal, the undersigned Notary Public, personally appeared, Gaile Colby, President; Ruth Westphal, Secretary; Robin Richman, Barbara Stainton, Louise B. Stranberg, Sonja Colby, and Beverly Sanborn, all members of the Cranberry Isles Ladies Aid Society of Great Cranberry Island, Maine, personally known to me to be the persons whose names are subscribed to the above instrument, and acknowledged that they executed it. This document consists of eight pages. WITNESS my hand and official seal. Richard F. Beal Notary Public Commission expires: 6 JULY 2005
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