Proposed By-Law Amendments for Adoption at Annual Meeting 5/10/17
Please click here for complete text of current By-Laws.
Board of Directors
Section 8. Unanimous Action by Directors Without a Meeting
Any action required to be taken at a meeting of the Board of Directors, or any action which may be taken at a meeting of the Board of Directors or of a committee of the Board of Directors, may be taken without a meeting if all the Directors, or all the members of the committee, as the case may be, 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 written consent will be filed with the minutes of the Directors’ meetings or committee meetings, as the case may be, and will have the same effect as a unanimous vote. if the President or Vice-President (or committee chair in the case of a committee vote) calls for a vote by email. The action will pass if a positive vote is expressed by a majority of board members by email. The email chain involving the vote shall be filed with the minutes of the Directors’ meeting subsequent to the email vote.
Section 1. Standing Committees
- Auditing Committee
The Board of Directors will, during each fiscal year, appoint an Auditing Committee of one or more members or a Certified Public Accountant who will review the accounts, audit, or cause the accounts of the corporation to be audited at the close of the fiscal year, and its report will be presented at the following annual meeting.
- Nominating Committee
Prior to the annual meeting, the President will appoint a Nominating committee, consisting of two members of the Board of Directors who are not officers, and one non Board member to nominate persons for the Board of Director positions and Officer positions. Nominations may also be made from the floor. The Committee shall also recruit new Directors to the Board.
- Membership Committee
The Board of Directors will appoint a Membership Committee of at least three members. They will be responsible for tracking the payment of membership dues, and for building membership and fundraising through membership activities. The committee will solicit new members, mail renewals, contact lapsed members, thank new and renewing members, and invite new members to participate. The Committee will keep a record of the members, showing their names and places of residence; it will track the status of individual members; and it will update the Board of Directors on a regular basis.
- Stewardship Committee
The Board shall appoint a permanent stewardship committee consisting of five or more corporation members, one of whom at least shall be a Director and will serve as Committee chair. The Committee should strive for diverse geographic representation among the committee members, as well as a diversity of experiences and expertise. Committee members shall serve at the pleasure of the Board of Directors who shall review Committee activities and membership once a year. This Committee is charged with ensuring that: every easement property is monitored annually; regular contact with owners of easement properties is maintained; long-term stewardship and enforcement expenses are calculated and discussed prior to acceptance of any easement property; and thorough and timely documentation of monitoring, approvals, and enforcement actions is completed and filed with the Secretary or the Secretary’s designee.
- Communications Committee
The Board of Directors shall appoint a Publicity Committee of at least five members, who will be responsible for planning, organizing and staffing events; writing and coordinating newsletters, email news, and publications; website updates; and news and media releases. The Committee will report to the Board of Directors at every meeting.
- Investment Committee
The Board of Directors shall appoint an Investment Committee consisting of three or more members, one of whom shall be the Treasurer. The Committee shall meet quarterly at least to review Trust investments, provide quarterly reports to the Board of Directors, and make recommendations to the Board.
- 3RLT Executive Committee
The Executive Committee consists of the Officers of the Trust. They will meet before every Board of Director’s meeting as needed, or at least six times a year. They may meet in person, by phone, or email. The quorum shall consist of 3 members. Actions require unanimous approval of those present and voting. The Executive Committee shall record its decisions in minutes, which minutes shall be distributed to the full board for ratification or reversal at the next scheduled meeting of the Board of Directors, unless otherwise exempt from this requirement. Their primary responsibility is to enable the Corporation to operate efficiently and responsibly. To achieve that purpose, the Committee has the following duties:
- to prepare the Board agenda;
- to approve and pay all bills of less than $1,000 without Board ratification;
- to review legal bills and report their findings to the full Board;
- to review the status of all contracts and grants, and report their findings to the full Board;
- to monitor the activities of the other committees and solicit committee reports when deemed useful or necessary; and
- to conduct any other business specifically delegated to it after board discussion and vote.
The Executive Committee does not have the authority to enter into any contracts without approval of the entire Board of Directors. They do not have authority to address land acquisition and stewardship issues unless expressly referred to them by the Stewardship Committee and/or the Board of Directors.
- Finance Committee
The Finance Committee consists at a minimum of the President, the Treasurer, and at least one more member of the Board of Directors; non-board members may be appointed to the committee. The committee will be chaired by the Treasurer and will meet at the Treasurer’s call, but no less than two times/year. The Finance Committee has the following responsibilities:
- to prepare the annual budget for review and approval by the Board;
- to review Trust investments, provide reports to the Board of Directors, and make recommendations for changes to the Board portfolio;
- to keep in contact with the Maine Community Foundation about the Trust’s investments; and
- to oversee a yearly review of the Treasurer’s accounts performed either by a CPA or by individuals assigned to the task by the board.
- Stewardship Committee
The Stewardship committee is made up of five or more corporation members, one of whom shall be a Director and will serve as Committee chair. The Committee should strive for diverse geographic representation among the committee members, as well as a diversity of experiences and expertise. Committee members shall serve at the pleasure of the Board of all the Trust’s obligations for fee and easement properties. The committee shall meet as needed but no less than once/year. The Committee is charged with ensuring that:
- every easement property is monitored annually;
- regular contact with owners of easement properties is maintained;
- long-term stewardship and enforcement expenses are calculated and discussed prior to acceptance of any easement property;
- thorough and timely documentation of monitoring, approvals, and enforcement actions is completed and filed with the Secretary or the Secretary’s designee; and
- presentation to the Finance committee of estimates of expenses for the next year’s budget.