BYLAWS OF THE EAST BLUE HILL
VILLAGE IMPROVEMENT ASSOCIATION
Approved August 11, 2020
ARTICLE I. CORPORATE STATUS
The East Blue Hill Village Improvement Association (hereinafter EBHVIA) is a non-profit corporation organized pursuant to the laws of the State of Maine that has been granted 501(c)(3) status by the United States Internal Revenue Service. Its principal place of business is the area of the Town of Blue Hill, Hancock County, Maine known as East Blue Hill.
ARTICLE II. MISSION
Consistent with its Articles of Incorporation, as amended, the mission of the EBHVIA is to promote the East Blue Hill community and maintain for the village of East Blue Hill properties owned by the EBHVIA.
ARTICLE III. MEMBERSHIP
Eligibility. Membership is open to anyone who owns or rents property or lives in East Blue Hill, is sixteen  years of age or older and has paid the annual dues. East Blue Hill (hereinafter called the village) is a section of Blue Hill bounded by the Surry town line on the Morgan Bay Road and the Esther Woods House at 456 East Blue Hill Road inclusive, at Friends Corner.
B. Requirements. To become a Member, an eligible person must apply to the organization's Board of Directors and pay annual dues. The period of membership shall be the calendar year. To renew membership, current members must pay dues prior to the 30th of April. For new members the privilege of voting shall commence two months after the receipt of payment of dues. The application form and the amount for payment of the annual dues shall be established by the Board of Directors.
C. Rights and Responsibilities. The Rights and Responsibilities of membership shall include:
1. Voting to Elect the Chair, Vice Chair, Secretary and Treasurer of the membership who shall serve as the Officers of the Board of Directors;
2. Voting to Elect the remainder of the Board of Directors;
3. Voting to Approve amendments to these By-Laws and the Articles of Incorporation;
4. Voting on the affairs of the EBHVIA at membership meetings;
5. Participating as volunteers in the affairs and activities of the EBHVIA, including serving on committees, and sharing information and ideas with the EBHVIA.
ARTICLE IV. MEETINGS
A. Annual Meeting. An Annual Meeting of the Membership shall be held each year at a time and place as determined by the Board of Directors. A quorum shall be fifteen Members with voting privileges. Approval of any proposed action shall require a majority vote of those Members attending, except that pursuant to Article XII any amendment to these By-laws or to the Articles of Incorporation shall require approval by a two-thirds (2/3) vote of the members present, and pursuant to Article X no interest of the EBHVIA in any real estate may be transferred, exchanged, encumbered, or in any other way alienated, unless authorized by a vote of at least three quarters (3/4) of the members present. For elections of Directors, when there are more candidates nominated than the number of positions to be filled, a written ballot shall be provided.
Special Meeting. A Special Meeting of the Membership may be called by the Board of Directors, or by petition of ten Members in good standing, at a time and place determined by the Board of Directors, for the purpose of acting on any issues that require approval by the Membership. If a Special Meeting is called by a petition of ten Members, then the meeting shall occur no later than twenty-one days after the Board's receipt of the petition. A quorum shall have fifteen members with voting privileges. Approval of any proposed action shall adhere to the requirements of an Annual Meeting of the membership.
Regular Meetings. Regular Meetings of the membership of the EBHVIA shall be held on the second Tuesday of the month, no less frequently than quarterly, at a time and place designated by the Chair. These meetings are open to the public. Voting is reserved for members only. Issues brought before the regular meetings shall be resolved by a majority of the voting members in attendance. At any regular meeting of the members a quorum for the transaction of business shall consist of five or more members provided that less than such quorum shall have the power to adjourn the meeting.
D. Board Meetings. Regular meetings of the Board of Directors of the EBHVIA shall be held on the second Tuesday of the month, no less frequently than quarterly, at a time and place designated by the Chair. Voting is reserved for board members only. Issues brought before the board shall be resolved by a majority of the voting members of the board in attendance. A quorum shall consist of no less than five of the currently serving Directors. Unless otherwise specified in these bylaws or the laws of the State of Maine, a majority vote of the directors present shall be required to approve any resolution or action by the board.
E. Notice of Meetings. Notice of all meetings of the EBHVIA shall be made available not less than seven days prior to the scheduled meeting. Notice will include the proposed agenda for the meeting, the minutes of the previous meeting and the link to provide electronic attendance. Minutes of all meetings of the EBHVIA shall be available to the members on the website or upon request.
F. List of Members. A list of members with voting privileges shall be available at all meetings of the EBHVIA.
G. Attendance. For quorum and voting purposes, a member must be physically or electronically present at any meeting. Attendance electronically shall be via an agreed upon audio-visual group meeting system (platform) allowing the electronically present member to be heard by those attending in person and to hear those attending in person.
All meetings of the EBHVIA are open to the public.
H. Robert’s Rules of Order. All meetings of the EBHVIA will be run according to Robert’s Rules of Order.
Voting. Voting by members attending electronically shall be in a recordable format via the electronic group platform. Anonymous (secret ballot) votes will be done by email vote to the secretary only. Proxy voting shall not be permitted. At all meetings, issues brought to a vote shall be considered resolved at the time of the vote.
ARTICLE V. BOARD OF DIRECTORS
A. General Powers. As provided by Maine law, the affairs of the EBHVIA shall be managed by its Board of Directors. The Board shall have and may exercise all the powers allowed to nonprofit corporations under the laws of the State of Maine except as may be limited by the provisions of these By-Laws or the EBHVIA's Articles of Incorporation.
B. Board Role. The board is responsible for overall policy and direction of the EBHVIA, and delegates responsibility of day-to-day operations to the membership and its membership committees. The board shall not approve of an action for the policies, management or direction of the EBHVIA unless such action has been previously approved by the membership. The vote of the board shall be the final determination of an action to be decided. In the event of a tie vote from the board, the decision of the membership on the question shall be determinative.
C. Specific Responsibilities. Subject to the provisions of Section 2 above, the management responsibilities of the Board of Directors shall include but not be limited to the following:
1. Ensuring that all activities of the EBHVIA are consistent with these bylaws.
2. Ensuring the compliance of the EBHVIA with all federal, state and local laws and ordinances, including annual corporate filings with the State of Maine and the Internal Revenue Service as required by law.
3. Appointment of a person to serve as the 'noncommercial registered agent' for the EBHVIA as required by the State of Maine for all nonprofit corporations.
4. Management of the finances of the EBHVIA, including preparation and oversight of an annual budget and investment of the financial assets of the EBHVIA.
5. Stewardship of the real estate assets of the EBHVIA, including buildings and land.
6. Establishment and appointment of standing committees and special committees as needed.
7. Keeping accurate minutes of its meetings and making those minutes available to the Membership.
8. Ensuring that all records of the affairs of EBHVIA are safely kept.
9. Maintaining a website or other electronic communication vehicle for communications with the Membership.
10. Ensuring that notices of meetings and events are posted at various locations throughout the Village where they can be easily seen and are readily accessible.
11. Ensuring that all business of the EBHVIA is conducted with openness and transparency.
D. Composition of the Board of Directors. The Board of Directors, including the officers, shall consist of not less than seven and not more than eleven persons, who shall be members of the EBHVIA.
E. Nomination. A nominating committee of members shall be responsible for nominating a slate of prospective board members including officers representing the EBHVIA’s diverse constituency. In addition, any member can nominate a candidate to the slate of nominees by submitting that candidate’s name to the committee not less than 14 days prior to the annual meeting.
F. Term of Office. The term of office of a Director shall be for one year. A Director may serve only six consecutive terms, but may be re-elected after an absence from the Board of one year or more. Following their election, the members of the Board of Directors shall immediately assume their elected roles and lead the remainder of the annual meeting.
G. Election. Officers and directors shall be elected or re-elected by the members at the annual meeting of the membership. Officers and directors will be elected by a simple majority vote of members present.
H. Vacancies. A vacancy of an officer or director, however occurring, in any office may be filled by a majority vote of the members present at the next regular meeting of the membership or at a special meeting.
I. Resignation and Removal. Resignation from the board must be in writing and received by the Secretary of the Board of Directors. A board member may be removed for any reason by a two-thirds vote of the remaining Directors. A Director may be removed with or without cause by the Membership by a majority vote of the Members attending a Special Meeting of the Membership called for that purpose.
J. Officers and Duties. There shall be four officers of the board, consisting of a chair, vice-chair, secretary and treasurer.
1. Chair. The Chair shall exercise general supervision of the affairs of the corporation, shall preside at all meetings of the members and the Board of Directors and generally shall perform the duties as prescribed by vote of the Board of Directors. The Chair shall present at each annual meeting of the membership an annual report of the work of the EBHVIA.
2. Vice-Chair. The Vice-Chair shall have such powers and duties as may be assigned by the Board from time to time. In the absence or impairment of the Chair, or at the request of the Chair, the duties of the Chair shall be performed by the Vice Chair. The Vice Chair shall then become acting chair of the organization with all the rights, privileges and powers as if duly elected and generally shall perform the duties usually incident to the office or as prescribed by vote of the membership. The acting chair shall yield the role upon return of the chair upon request.
3. Secretary. The Secretary shall notify all members of the annual, special and regular meetings of the membership and meetings of the Board of Directors. Notices shall be furnished in the manner provided by these bylaws. The Secretary shall faithfully and impartially record the actions taken at each meeting of the members. The secretary shall receive and tabulate all secret ballots submitted digitally via email. The Secretary shall have custody of the corporate records and the corporate seal. The Secretary shall ensure the maintenance of an accurate membership list, contact addresses and email addresses for all members of the corporation, Directors and executive officers of the EBHVIA. The Secretary shall also act in place of and for the Chair in the event that, by reason of absence or disability, the Chair and the Vice-Chair are unable to perform their duties.
4. Treasurer. The Treasurer shall have responsibility for oversight of the receipt and custody of the EBHVIA's funds, keeping accurate and complete records of all receipts and disbursements of the EBHVIA, presentation of financial reports to the Board of Directors and the members at least quarterly, preparation, distribution and retention of all reports, records and returns required by the Board and by law, submission of a financial statement of the EBHVIA's preceding year at each Annual Meeting of the Membership and performance of such other duties as may be assigned by the Board from time to time. The Treasurer shall serve as chair of the Finance Committee. Further requisite activities for this office are presented in the Handbook.
K. Compensation. The members of the Board of Directors shall receive no compensation for their work as members of the board.
ARTICLE VI. COMMITTEES
A. Executive Committee. There shall be an Executive Committee which shall be composed of the Officers of the EBHVIA and one other director appointed by the Board of Directors. The Executive Committee shall act for the Board, as needed, during the period between Board meetings and shall be subject to the direction and control of the full Board. The Executive Committee shall be granted the privilege to sign checks and/or other orders for the payment of money and to execute promissory notes or other evidences of indebtedness of the EBHVIA, provided that any such check, payment or indebtedness instrument shall require two authorized signatures if greater than an amount to be determined by the Board. The Executive Committee shall have passwords to the website and accounting software. It may exercise all of the powers of the Board, except it shall have no power to:
1. amend, repeal or replace these By-Laws, the Articles of Incorporation, or any policy adopted by the Board;
2. amend or repeal any resolution approved by the Board; or
3. exercise any power specifically reserved to the Board by these By-Laws or by a resolution of the Board.
A majority of the Executive Committee shall constitute a quorum at its meeting and any action shall require the affirmative vote of the majority of those present but in no case may such majority be fewer than three persons.
The Executive Committee shall ensure the creation and periodic maintenance of a handbook describing the functions of the EBHVIA and approve all changes to the handbook.
B. Finance Committee. The Finance Committee shall be a committee of Board of Directors. The committee chair shall be the treasurer.
C. Committee Formation. Other committees may be created at any membership meeting by majority vote of the members present. Committee Heads shall be appointed by the Chair. The Head of each committee shall be a member of the EBHVIA. Other persons serving on committees may include members of the EBHVIA and members of the public.
D. Committee Reports. Committees shall provide written reports of their activities and recommendations at the next appropriate meeting of the membership of the EBHVIA.
Article VII. FINANCIAL MANAGEMENT
A. Fiscal Year. The fiscal year of the EBHVIA shall be the calendar year beginning on the first day of January and ending on the thirty-first day of December.
Bank and Investment Accounts. The Board is authorized to select the banks, depositories or investment organizations it deems proper for the funds of the EBHVIA. The board shall determine who shall be authorized on the EBHVIA’s behalf to write checks or other orders for the payment of money and to execute promissory notes or other evidence of indebtedness provided that such check, payment or indebtedness instrument shall require two (2) authorized signatures if in the amount greater than an amount established by the board at an annual meeting. The Board shall ensure that the names of the persons authorized to write checks on behalf of EBHVIA are updated as necessary with all the appropriate financial institutions.
ARTICLE VIII. INDEMNIFICATION AND INSURANCE
A. Indemnification. The EBHVIA shall to the fullest extent now or hereafter permitted by the laws of the State of Maine indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he or she is or was a Director, Officer, or employee of the EBHVIA, from and against any and all judgments, fines, amounts paid in settlement and reasonable expenses, including attorney fees.
No indemnification may be made to or on behalf of any person if:
1. their acts were committed in bad faith or were the result of their active and deliberate dishonesty and were material to such action or proceeding; or
2. they personally gained a financial profit or other advantage to which they were not legally entitled.
B. Insurance. The Board of Directors shall cause to be purchased and maintain insurance to indemnify the EBHVIA for any expense it incurs as a result of the obligation to indemnify the Directors, Officers, and employees of the EBHVIA pursuant to Section 1 above.
ARTICLE IX. CONFLICTS OF INTEREST
Any person in a position to exercise substantial influence over the affairs of the EBHVIA, including but not limited to Officers, Directors, Committee Members and substantial donors, shall have a duty of loyalty to the EBHVIA. If a person's duty of loyalty comes into conflict with a competing financial or personal interest that they or a related party may have with respect to an existing or proposed project or transaction of the EBHVIA, that person must disclose that actual, potential or perceived conflict of interest to the Chair, Executive Committee or the chairperson of the committee on which they serve. The non-conflicted Members of the Board of Directors shall determine if a conflict of interest exists. Until such determination, such person shall abstain from any discussions of the project or transaction and any votes with respect to the project or transaction. Reimbursement paid to any person for incidental expenses associated with the business of the EBHVIA or compensation paid to any employee or contractor shall not give rise to a conflict.
ARTICLE X. TRANSFER OF HOLDINGS
No interest of the EBHVIA in any real estate may be transferred, exchanged, encumbered or in any other way alienated, unless authorized by vote of at least three quarters (3/4) of the Members attending an Annual or at Special Meeting of the Membership called for that purpose.
ARTICLE XI. DISSOLUTION
Upon dissolution or closing of the affairs of the EBHVIA, whether voluntary or involuntary, the assets of the EBHVIA, after all debts have been satisfied, shall be distributed exclusively to such charitable organizations as shall be designated by a majority vote of the Board of Directors, provided however that any such recipient organization shall be a Maine non-profit granted 501c)(3) tax status by the Internal Revenue Service or a Maine governmental agency.
ARTICLE XII AMENDMENTS
Any amendment to these By-laws or the Articles of incorporation shall require approval by a two-thirds (2/3) vote of the Members attending an Annual Meeting or a Special Meeting called for that purpose.
END OF BYLAWS