BYLAWS OF YARMOUTH ALUMNI ASSOCIATION
Name and Location
I. Name. The name of this Corporation is YARMOUTH ALUMNI ASSOCIATION.
II. Location. The Corporation shall be located in Yarmouth, County of Cumberland, and State of Maine.
Purposes and Powers
I. Purpose. The purpose of this Association shall be to bring together graduates of Yarmouth High School, and individuals who have attended the Yarmouth schools, in order to promote alumni spirit and camaraderie through communications and reunions, to locate alumni, to preserve and perpetuate ongoing relationships between alumni and faculty, to stimulate their interest in the present school system, and to conduct programs which promote the welfare of the school system and the larger community.
II. Powers. To effect the foregoing purposes of the Corporation, the Corporation shall have such powers as are conferred upon non-profit corporations by the Maine Nonprofit Corporations Act, provided that no part of the net earnings of the Corporation shall inure to the benefit of any member, director, or officer of the Corporation, or any private individual, and no member, director, officer of the Corporation, or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Corporation.
III. Fiscal Year. The Board of Directors shall determine the fiscal year of the Corporation.
IV. Financial Structure. The Association shall be a nonprofit organization and all funds, unless otherwise specified, shall be used to finance alumni-sponsored projects and events, or directly benefit the school and its students.
Membership and Meetings
I. Membership. Membership in the organization shall include:
A. Graduates of Yarmouth High School.
B. Any individuals who have attended the Yarmouth schools.
C. Honorary members, elected by Board of Directors.
II. Meetings. Meetings of the Members shall be held at Yarmouth High School, or at such other location as the Board of Directors shall determine. Notice of the time and place of Members’ meetings shall be provided to Members by e-mail or by Public Notice and/or such other means consistent with these By-Laws and Maine Statutes.
III. Voting. Members shall have the right to vote on (1) the election of Directors at the annual meeting of the members, and (2) the annual budget of the Corporation at the first members’ meeting of the school year. At these meetings, the members shall act by a majority vote of the members present in person at any duly called and held meeting of the members at which a quorum is present. Each member present at a meeting shall have one vote.
IV. Quorum. The presence, in person or by proxy, of either (1) a majority of the Directors of the Corporation then in office, or (2) 10 members or more, shall constitute a quorum for the transaction of business at a meeting of the members.
V. Annual Meeting. The annual members’ meeting shall be held in July of each year, unless another date for the annual meeting is set by a majority vote of the Board of Directors. The Board of Directors shall determine the location of the annual meeting. Notice of the time and place of the annual meeting shall be provided to Members by e-mail or by Public Notice and/or such other means consistent with these By-Laws and Maine Statutes.
VI. Budget Meeting. The annual budget of the Corporation shall be approved by the members at the first members’ meeting of the school year. The Treasurer shall present a proposed budget for the fiscal year to the members after the proposed budget has been reviewed and approved by the Board of Directors. Deviations from the budget approved by the members of less than $5,000.00 may be approved by a two-thirds vote of the Board of Directors. Deviations from the budget of $5,000.00 or greater must be approved by the members at a special meeting called by the Board of Directors.
VII. Special Meetings. Special meetings of members may be held at any time on ten days notice at the call of the President or a majority of the Board of Directors or the written request of at least 20 Members. The Board of Directors shall determine the location of the annual meeting. Notice of the time and place of the annual meeting shall be provided to Members by e-mail or by Public Notice and/or such other means consistent with these By-Laws and Maine Statutes.
I. Governance. The affairs of the Corporation shall be governed by the Board of Directors.
II. Number; Eligibility. The Board of Directors shall consist of no fewer than ten (10) and no more than fifteen (15) Directors. The number of Directors may be fixed within these limits from time to time by resolution of the Board of Directors. Any member who supports the purposes of the Corporation, and who is willing to undertake the duties of a Director and to abide by the bylaws of the Corporation is eligible to become a Director. The Alumni Coordinator shall be a non-voting member of the Board. The Alumni Coordinator at the time of organization of the Association is Benjamin A. Soule. The Alumni Coordinator’s duties will be those which are delegated to the Coordinator by the Board of Directors and Officers. The Coordinator’s entire compensation is derived from a Yarmouth High School stipend paid by the Yarmouth School Department on an annual basis.
III. Term. Except as set forth in Article IV, Section 14 below, Directors shall be elected by the members in attendance at the annual meeting of the Corporation. Each member in attendance shall have one vote. Directors shall serve for a term of three years. Upon completion of their term, Directors can be reelected, but can serve no more than two consecutive terms without a one year absence Terms shall end on a date that coincides with the ending of the fiscal year of the Corporation.
IV. Manner of Acting. Except as specified by law or these bylaws, the Board of Directors shall act by a majority vote of the Directors present in person or by proxy at any duly called and held meeting of the Board of Directors at which a quorum is present or by any other means permitted by Maine statute consistent with Article IV, Section 11 below. Each Director shall have one vote. If present, members who are not Directors may not vote at meetings of the Board of Directors.
V. Quorum. The presence, in person or by proxy, of a majority of the Directors of the Corporation then in office shall constitute a quorum for the transaction of business.
VI. Annual Meeting. The annual meeting of the Board of Directors shall be held in July of each year, following the annual meeting of the members, unless another date for the meeting is set by a majority vote of the Board of Directors.
VII. Budget Meeting / Deviations. The Treasurer shall present a proposed budget for the fiscal year at a meeting of the Board of Directors prior to first members’ meeting of the school year. The Board of Directors shall approve a budget for the fiscal year to propose to the members. Deviations from the budget approved by the members of less than $5,000.00 may be approved by a two-thirds vote of the Board of Directors. Deviations from the budget of $5,000 or greater must be approved by the members at a special meeting called by the Board of Directors.
VIII. Special Meetings. Special meetings may be called by the President or by any two Directors and held not less than three (3) nor more than thirty (30) days after notice of such meeting is given, either personally, telephonically, by electronic mail, or by mail to all the Directors then in office. Notice by mail shall be deemed to be given two (2) days after deposited, postage prepaid, with the U.S. Postal Service and addressed to the Director at his or her most recent address according to the records of the Corporation. In addition, the Board of Directors may, by unanimous resolution, provide for a regular meeting scheduled with no notice other than such resolution.
IX. Action by Unanimous Consent. Any action which 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.
X. Informal Action by Directors. Action of the Directors may be taken in accordance with the provisions of Section 708 of the Maine Nonprofit Corporation Act, Title 13-B M.R.S.A. Not in limitation of the foregoing, action taken by agreement of a majority of Directors shall be deemed action of the Board of Directors if all Directors know of the action taken and no Director makes prompt objection to such action. Objection by a Director shall be effective if written objection to any specific action so taken is filed with the Secretary.
XI. Telephonic or Similar Communication. Any Director may participate in a meeting by means of a conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other and such participation in a meeting shall constitute presence in person at such meeting.
XII. Removal. Any Director may be removed for any reason by majority vote of the Directors then in office.
XIII. Vacancies. Any vacancy in the Board of Directors may be filled by majority vote of the Directors then in office.
XIV. Founding Directors. At the founding of the Corporation, the Board then in office shall divide itself into three groups, as equally as possible. One group shall serve a one year term, the second group a two year term, and the third group a three year term.
XV. Powers. The Board shall direct and manage the activities of the Corporation. These would include, but not be limited to:
a. informing alumni of activities and programs of the Corporation and the school system.
b. filling vacancies in the offices of the Corporation between annual meetings.
c. planning and organizing Corporation functions.
d. recognizing alumni and students for various awards.
e. electing non-graduate members and nominating honorary members of the Corporation.
f. fostering support for the school system and the larger community.
XVI. Duties. The duties of each Director will include attending meetings of the Board, and serving on at least one (1) of its committees.
I. Officers. The officers of the Corporation shall be as follows:
President – Ryan Cote ’92
Vice President – Mark Gould ’83
Secretary – Jason Sulham ’95
Clerk/Registered Agent – Joseph Siviski ’00, Esq.
and such other officers as the Board of Directors may from time to time designate. No person may hold more than one office at any time.
II. Election. The initial officers shall be elected at the organizational meeting of the Board of Directors and shall serve until the next annual meeting. The officers shall thereafter be elected at the annual meeting of the Directors and shall serve for two year terms or until their successors are duly elected and qualified,
III. President. The President shall have general oversight of all of the business and affairs of the Corporation. The President shall preside at all meetings of the Board of Directors and Members.. The President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors. The President shall recommend to the Board of Directors all committee members, and shall select the chairperson of all committees.
IV. Vice President The Vice President shall preside at all meetings in the absence of the President and shall perform such other duties as from time to time may be assigned by the President or by the Board of Directors.
V. Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever; deposit all such monies in the name of the Corporation in such banks or other depositories as shall be designated by the Board of Directors by resolution from time to time; sign checks of the Corporation; keep regular books of account and submit them together with all his/her vouchers, receipts and other records to the Board of Directors for their examination and approval as often as they may require; give bond in such sum and with such surety or sureties as the Board of Directors shall determine. The Treasurer shall submit to the Board of Directors a written report of the financial status of the Corporation annually prior to the Annual Meeting, shall present a proposed budget for the fiscal year to the to the Board of Directors, shall present the budget approved by the Board of Directors to the Annual Meeting, and shall have such other duties as from time to time may be assigned by the President or the Board of Directors.
VI. Secretary/Clerk. The Secretary shall keep the minutes of the meetings of the members and the Board of Directors in one or more books provided for that purpose; cause the minutes of the meetings of the members and the Board of Directors to be posted to the Corporation website at least seven days prior to the next Members’ meeting; see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; the Clerk shall be custodian of the corporate records; and see that the seal of the Corporation (if any) is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized; keep a register of the post office address, electronic mail address and telephone number of each director; and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or the Board of Directors.
VII. Registered Agent. The Registered Agent shall perform the duties of Registered Agent as required by the Maine Non-Profit Corporations Act.
VIII. Removal. Any officer may be removed for any reason by a majority vote of the Directors then in office.
IX. Vacancies: Any vacancy in an office may be filled by majority vote of the Board of Directors.
I. Committees. The Board of Directors may establish from time such committees as it deems appropriate to assist in the management of the Corporation. The President shall recommend to the Board of Directors all committee members. The following standing committees shall be appointed annually by the Board of Directors: the Nominating and Awards Committee; the Program Committee; and the Communication Committee
A. Nominating and Awards Committee. The Nominating Committee and Awards Committee shall:
1. propose candidates for officers and for the Board,
2. propose Amendments to the bylaws
3. nominate alumni and students for awards
4. nominate persons for honorary membership in the Association
B. Program Committee. The Program Committee shall be responsible for planning and organizing events conducted by the Association.
C. Communication Committee. The Communication Committee shall be responsible for communicating news about alumni, current students, faculty and staff, and the school system, to members of the Association, and the larger community.
D. Committee meetings. Meetings of any committee of the Board may be conducted by telephone or other electronic means agreed upon by members of the committee.
II. Composition. Committees shall consist of at least two persons, one of whom shall be Chairperson. Committee members need not be Directors. The President shall be an ex officio member of all Committees, and shall select the chairperson of all committees.
Amendment of By-laws
I. Amendment of By-laws. These Bylaws may be amended, in whole or in part, by a two/thirds vote of those directors attending a duly called meeting of the Board of Directors, or by a majority vote of those members of the Association attending an annual meeting, or by a majority of the ballots cast in response to a request for vote by mail. Notice of the proposed amendments must be given to Association members at least thirty (30) days prior to such Association meeting or counting of mail ballots. Proposals for amendments will be considered by the Nominating and Awards Committee before submission to the Association members.
The Corporation shall indemnify and hold harmless any director, officer or employee of the Corporation from any and all losses, claims, liens, demands and causes of action of any kind or character, interest, court costs, and defense costs, including reasonable attorney’s fees, for actions taken, performed or omitted within the scope of their authority or employment for and on behalf of the Corporation. This obligation shall survive the termination of any position as officer, director or employee.
Upon the dissolution of the Corporation, the Directors and Officers shall distribute all remaining assets to such non-profit organizations organized under the laws of the State of Maine as they shall deem best suited to carry out the purpose of the Corporation and shall be used exclusively for exempt purposes.
No Inurement and Tax Exempt Purposes
I. Purposes. The purposes for which the corporation is organized are exclusively for charitable, religious, scientific and educational purposes including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
II. No Inurement. No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its incorporator, directors, officers or other private persons except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Paragraph 1 above. 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 (directly or indirectly) any political campaign on behalf of or in opposition to any candidate for public office.
III. Disposition of Corporate Assets Upon Dissolution. Upon the dissolution of the Corporation, and after all of its liabilities and obligations have been paid, satisfied and discharged or adequate provisions made therefore, all of the Corporation’s remaining assets shall be distributed for one or more purposes specified in section 170(c)(2)(B) of the Internal Revenue Code of 1986.
IV. No Violations of Internal Revenue Foundation Rules. The Corporation shall not commit any act which would violate Sections 4942, 4943(c), 4944, or 4945(d) of the Internal Revenue Code of 1986, or any other section of said Code which would impose a penalty, or other similar tax on the Corporation.
Conflict of Interest Policy
It is the purpose of this Conflict of Interest Policy (the “Policy”) to promote full disclosure to the Corporation of all Conflicts of Interest and other matters which may affect the decisions and actions of its Board of Directors (the “Board”).
II. Conflict of Interest Transactions
A. General Statement of Policy
The Corporation shall not participate in a transaction in which a Director or officer has a Conflict of Interest, unless such a transaction is approved in accordance with this Policy.
1. Conflict of Interest: A Conflict of Interest is a direct or indirect financial interest or a personal interest of a Director or officer in any transaction in which the Corporation is participating.
2. Financial Interest: A Director or officer has a financial interest if that individual, directly or indirectly, or through business or family has:
a. an ownership or investment interest in any entity with which the Corporation is participating in a transaction;
b. a compensation agreement with any entity or individual with which the Corporation is participating in a transaction;
c. a potential ownership or investment interest or compensation agreement with any entity or individual with which the Corporation is negotiating a transaction; or
d. any other material financial interest in the transaction or potential transaction.
3. Personal Interest: A personal interest exists in situations where there is a divergence between a Director or officer’s personal interests and his or her fiduciary or professional obligations to the Corporation. A Director or officer has a personal interest when an independent observer would reasonably question whether the Director or officer’s corporate actions or decisions are determined primarily by consideration of personal gain, financial or otherwise, adverse to the interests of the Corporation.
C. Disclosure of Conflict of Interest
It is the responsibility of each Director and officer to disclose on a timely basis any matters which may give rise to a Conflict of Interest, or which may otherwise prevent the Director or officer from performing his or her duties in accordance with applicable law and this Policy.
D. Procedure for Approval of a Conflict of Interest Transaction
All Conflict of Interest transactions must be approved in accordance with this Policy.
1. Timing: Approval may be given before or after the Conflict of Interest transaction has occurred.
2. Standard: A Conflict of Interest transaction may be authorized, approved or ratified by the Board or a committee of the Board if:
a. the material facts of the transaction and the Director’s or officer’s financial or personal interest are known; and
b. it is fair and equitable to the Corporation as of the date the transaction is authorized, approved or ratified.
3. Participants in Approval: Approval of a Conflict of Interest transaction must be by affirmative vote of a majority of the members of the Board or a committee of the Board who have no interest, financial or otherwise, in the transaction. A single Director cannot approve a Conflict of Interest transaction.
4. Quorum: If a majority of the Directors who have no interest, financial or otherwise, vote to approve a Conflict of Interest transaction, a quorum is present for taking action under this Policy.
5. Approval by Attorney General or Superior Court: If the Board is unable to make a decision regarding a Conflict of Interest transaction, one or more Board members may request approval by the Maine Attorney General or the Maine Superior Court.
6. Compensation: This Policy does not affect the ability of the Board to award reasonable compensation to Directors or officers for their services as Directors or officers, or in any employment capacity.
III. Composition of the Board of Directors
No more than 49% of the individuals on the Board may be financially interested. For the purpose of this Article III only, a financially interested person is one who individually or whose immediate family received or is entitled to receive compensation for personal services rendered to the Corporation within the previous 12 months, whether as employee, independent contractor or otherwise. A financially interested Board member shall disclose the existence of his or her financial interest to the Board, as soon as such interest becomes know to such member.
IV. Periodic Reviews
From time to time, the officers of the corporations shall take reasonable steps to assure that every Director and officer has read, understood, and agreed to comply with this Policy, which may include the requirement that all Directors and officers sign a written statement acknowledging the above and agreeing to be bound by this Policy.
YARMOUTH ALUMNI ASSOCIATION
CONFLICT OF INTEREST POLICY
The undersigned Director or officer acknowledges that he or she has read, understands and agrees to comply with the Corporation’s Conflict of Interest Policy. The undersigned has no knowledge of a Conflict of Interest, personal or financial, requiring disclosure other than as set forth below or attached to this Acknowledgment.
CONFLICTS OF INTEREST