ARTICLE I. NAME
The name of this non-profit organization shall be the Friends of Messalonskee Watershed. The lake and watershed are located in Sidney, Oakland and Belgrade, Maine.
ARTICLE II. PURPOSE
The purpose of the Friends is to preserve and protect the natural character, enhance the water quality, educate and promote responsible use of the lake for the benefit of all.
ARTICLE III. MEMBERSHIP
Membership for one fiscal year, January 1 to December 31, is open to any dues-paying person or organization concerned with the well being of the lake and watershed and interested in the purposes of the Friends
ARTICLE IV. BOARD OF DIRECTORS
Section A. There shall be a Board of Directors to govern the Friends, consisting of up to 12 directors elected from among the general membership and five elected officers for a total of up to 17 directors with staggered terms as set forth below. The directors may also establish an advisory board as needed.
Section B. Directors shall be elected at the Friend's annual meeting to serve three year terms. The board may appoint individuals to fill any seats vacated by current directors prior to an annual meeting.
Section C. The Friends shall strive to maintain a minimum of at least two members of the Board of Directors from each of the towns of Sidney, Oakland and Belgrade.
Section D. A majority of directors present shall constitute a meeting quorum.(one more that 50%)
Section E. The Board of Directors meetings shall be open to the Friends members.
Section F. A Director who shall be absent from a directors meeting may appoint another Friends member to act as a non-voting alternate on his/her behalf at that meeting. The alternate shall not be considered part of the quorum.
Section G. A director may vote on any motion by mail (electronic or otherwise).
Section H. A Board member may be asked to resign due to excessive unexcused absences (3 or more), inappropriate behavior or lack of participation. A 2/3 majority present at a Board meeting can by vote remove a Board member.
ARTICLE V. OFFICERS
Section A. The officers of the Friends shall be the President, Vice President, Second Vice President, Secretary and Treasurer.
Section B. All Executive Directors (officers) shall serve terms of two years.
Section C. The officers shall be elected by the general membership of the Friends at the Annual Meeting.
Section D. The President and Treasurer shall be elected on odd-numbered years and the Vice Presidents and Secretary shall be elected on even numbered years.
ARTICLE VI. DUTIES OF THE OFFICERS
Section A. The President shall preside at general membership and Board of Directors meetings, supervise all Friends affairs and, with the approval of the Board of Directors, appoint committee chairs. The board may appoint an Executive Director as needed to oversee the Program/Administrative Operations of the Friends and they shall work with the President during his/her term. The President shall have voting power only in the event of a tie vote among the Board of Directors.
Section B. The President's actions are subject to the approval of a majority of the directors of the Friends.
Section C. The President shall sign and make all contracts and agreements on behalf of the Friends or may empower a specific Executive Director/Administrator of the Friends to act in the Friends' behalf. The President shall ensure that a registry of members and notices of meetings are issued.
Section D. The Vice President shall have, in the absence or inability of the President to perform his/her duties, the same powers and limitations of the President. The second Vice President will perform the duties of any officers who are absent from a meeting.
Section E. The Secretary shall keep a record of Friends business transacted at all meetings, take roll call of Friends members at meetings.
Section F. The Treasurer shall receive all monies due the Friends, make disbursements approved by the Board as outlined in the Friends annual budget, maintain appropriate records and file appropriate reports, including an annual report to the general membership on the financial condition of the Friends. The Treasurer shall have the authority to authorize checks up to $500.00 without Board approval, to cover routine expenses, e.g. costs for production of the newsletter, post office box rental and insurance expenses.
ARTICLE VII. Governance
Section A. A governance committee shall be appointed by the Board of Directors.
Section B. The governance committee shall present the slate for all vacancies and for the next year's governance committee.
Section C. The governance committee shall place in nomination candidates for vacancies in the Board of Directors and all offices. The proposed slate of nominees shall be submitted to the membership in the Annual Newsletter prior to the Annual Meeting. The Board of Directors shall present a slate of candidates, approved by a quorum, which may be appended by nominations or volunteers from the general membership at the annual meeting.
Section D. Additional nominations shall be open for additional willing candidates and should be submitted to the Secretary of the Board in writing prior at least 60 days prior to the Annual Meeting.
Section E. Vacancies in the Board and/or among the officers occurring between annual meetings shall be filled through election by the remaining directors and officers.
ARTICLE VIII. MEETINGS
Section A. The Friends' Annual Meeting will normally be held during the summer months at a place, date and time set at the discretion of the Board of Directors. An agenda will be presented to the general membership prior to the official start of the Annual Meeting.
Section B. The President, Directors or Friends members may request a special meeting of the general membership by written notice, at least one week in advance of the meeting. This meeting must be approved by a majority of the Board of Directors.
Section C. Board Meetings shall be held at least three times per year in addition to the Annual Meeting. Reports from all committees are to be presented at these meetings. Special meetings of the Board may be held as business necessitates with adequate notice given to insure quorum requirements are met.
Section D. Motions shall be signed by a majority vote at all Friends Meetings with the exception of amendments to the Bylaws by two-thirds vote provided that previous notice of the amendment was given to all members at least eight days in advance.
Section E. "Robert's Rules of Order" shall be used to provide for the orderly discussion of business at all Friends meetings.
ARTICLE IX. DUES
Section A. Dues schedule levels will be reviewed at the Annual Meeting.
Section B. Dues shall not be pro-rated.
ARTICLE X. VOTING RIGHTS
Section A. Those persons who have attained membership in the Friends by paying their dues in full prior to the start of the Friends' Annual Meeting shall secure one vote per membership.
Section B. Organizations that are members shall have one vote.
Section C. Minimum voting age shall be sixteen years of age.
ARTICLE XI. COMMITTEES
Section A. Committees may be formed and chairs appointed by the President as needs of the Friends require.
Section B. Membership on committees is open to the Friends' general membership and to interested non-members who may possess special expertise beneficial to the Friends' purposes.
Section C. There will be one standing committee, the lake monitoring committee
Section D. Additional standing committees may be added by a majority vote of the Board of Directors as need may require.
ARTICLE XII. AMENDMENTS
Bylaws may be amended by a two-thirds majority vote of members present at all annual meetings.
ARTICLE XIII. COMPENSATION
The Officers and Directors of the Friends board shall serve on the board without pay, but may be reimbursed actual expenses, incurred on behalf of the Friends, while conducting approved Friends business with submission of proper documentation.
ARTICLE XIV. EMERGENCY PROVISION
The Board of Directors shall have the power to act to preserve the existence of the Friends in "emergency" situations provided that their intent is in accordance with Article II of these Bylaws.
Amended: 7/94, 7/99, 7/00, 7/01, 7/03, 9/18