Proposed Bylaws Amendments – 2021

Three Rivers Land Trust is asking its members to vote online upon amendments to the bylaws, in addition to the re-election of officers and re-election of other board members as part of our 2021 annual meeting. Following are the significant proposed bylaw amendments. To view the full text of tracked changes, many of which are not shown below, please download this Word document or request it by email at info@3rlt.org. You may view the full bylaws as adopted at our 2020 Annual Meeting here.

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The proposed amendments aim to achieve three goals:

  1. To more clearly allow for virtual meetings, online voting, and easier documentation of electronic vote decisions.
  2. To adjust the bylaws to reflect Three Rivers’ current organizational structure (i.e. assigning responsibilities to staff members as appropriate).
  3. To replace “he/she” with “they”, which serves to make the text more inclusive and readable (pronoun changes are all viewable in the Word document, but not below).

Article IIMembership

Section 1. Eligibility

Any person, including any individual, family, trust, estate, partnership, association, company or corporation, that makes a contribution in cash or in kind at such levels that the board may from time to time establish, may become a member of the corporation. The board may also establish and grant honorary memberships levels.

Section 2. Membership/Dues

Dues and donation amounts will be recorded on the books of the corporation maintained by the Treasurer. Membership status will be tracked by the Membership Committee Development Director or other staff member. Dues and membership levels, which include voting rights, shall be established by the Board of Directors. Memberships are one calendar year in duration, beginning on January 1 of that calendar year. New membership dues may be prorated as of November 1.

Section 3. Duties and Privileges

Members in good standing are entitled to all of the duties, benefits and privileges associated with their membership. Each member in good standing will be entitled to one vote which may be cast in person, by a duly authorized representative or by a written proxy given to the Secretary not more than 30 days prior to the date of such meeting by mail-in ballot, or by electronic ballot received by 5 PM on the date set by the Board of Directors. Only members in good standing are entitled to vote at meetings of the corporation or to serve as officers.

Section 4. Termination of Membership

Membership of any member will terminate at the end of the calendar year.

Article IIIMeetings of Members of the Corporation

Section 1. Annual Meeting

The annual meeting of the members will be held in May of each year at a time and place determined by the Board of Directors or the President for the purpose of electing Directors, electing Officers of the corporation, and transacting any other business which may properly come before the meeting. Annual Reports summarizing the previous year’s activities and all accomplishments, shall be submitted by the Officers and Committee Chairpersons for presentation at the Annual Meeting. The annual meeting will be held within one of the towns forming the corporation’s principal place of business, or remotely if the meeting is not held in person.

Section 3. Voting

At any meeting of the members of the corporation, 10% of the total membership in good standing will constitute a quorum for the transaction of business. In the event no there is no quorum is present, the members represented will have the power to adjourn until such quorum appears can be reached. Each membership will have one vote.

Article IV – Board of Directors

Section 4. Removal

At a special meeting of members called expressly for that purpose, the entire Board of Directors, or any individual Director, may be removed, with or without cause, by a vote of a two-thirds majority of members present and voting.

Section 5. Call and Notice

The Board of Directors will meet on call by the President or on written request filed with the Secretary by a majority of the Directors. The Secretary or a member of the staff will give reasonable notice to each Director and public notice to the membership, of the time, place and date for each meeting.

Section 6. Meetings and Attendance

The Board of Directors will meet at least four times per year, and all meetings will be open to the general membership. The annual meeting of Directors will be held at the same place and date as the annual meeting of members and will constitute one of the four required meetings. Meetings of the Board of Directors will be held within one of the towns forming the corporation’s principal place of business, or remotely if the meeting is not held in person. Directors are required to attend a minimum of four (4) Board of Directors’ meetings in a calendar year. The Board of Directors may declare a position vacant for any Director not meeting this requirement.

Section 7. Quorums and Voting

A quorum for the conduct of normal business will consist of a majority of the current Directors. Unless otherwise specified in these Bylaws, majority vote of those present will prevail on all matters to be voted on by the current Directors or their written proxies. A concurring vote of more than two-thirds of the current Board of Directors must be obtained for the acceptance of important issues which are defined as any commitment or action involving or potentially involving more than $2,500 of the corporation’s fiscal assets or real estate, and the acceptance of any conservation easement. A Director, deemed by the Board to have a conflict of interest, shall withdraw from all consideration of the project in accordance with the provisions of the Corporation’s Conflict of Interest Policy.

Section 8. 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 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. The list of members voting via email, their votes, and the outcome will be recorded with the next set of Director’s meeting minutes to be approved.

Article VI – Committees

Section 1. Standing Committees

A. Executive Committee: The Executive Committee consists of the Officers of the Trust and one additional person nominated by the Board of Directors from Board membership for a one-year term and voted on at the annual meeting. The Committee will meet before every Board of Director’s meeting as needed, or at least six times a year.  They may meet in person, virtually, 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 review the Board agenda prepared by staff;
  • 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.

B. 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 Trust 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.

C. 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.

Article XII – Amendments

All amendments to these Bylaws shall be proposed and discussed at any regular or special meeting of the Board of Directors. Copies of any proposed amendments shall then be sent to all members of the corporation with at least one month’s notice of a meeting of the corporation at which any proposed amendment(s) shall be voted upon, or at least one month prior to the conclusion of a voting period set by the board. Amendments must receive a two-thirds vote of the members then present participating before becoming part of the Bylaws.

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