Proposed Bylaws Amendments – 2023

In May we will ask members to vote online upon several amendments to the bylaws. You may view the full bylaws as adopted at our 2022 Annual Meeting here.

Proposed additions are in red text, and strikethroughs indicate text to be removed.

The Board of Directors has requested amendments in the following articles: Article IV, Board of Directors; Article VI, Committees; Article VII, Financial Affairs.

To download a PDF document of the full bylaws including proposed amendments, please click here.

Article IV
Board of Directors

Section 1. General Powers
The property, affairs and activities of the corporation will be managed by a Board of Directors consisting of at least seven but not more than twenty-one persons as may be initially determined by the incorporators. The Board of Directors will have, and may exercise, all the powers allowed to nonprofit corporations under the laws of the State of Maine, except as may be otherwise limited by the provisions of these Bylaws and the Articles of Incorporation.

Article VI

Section 1. Standing Committees
A. Executive Committee: The Executive Committee consists of the Officers of the Trust and any additional person(s) nominated elected 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 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 by the President. The committee will be chaired by the President and will meet at the President’s call, but no less than two times/year. There are no terms of service on this Committee other than being a land trust member in good standing; all members serve at the pleasure of the President and may be replaced by the President.

The Board of Directors has delegated supervisory authority over its financial affairs to the Finance Committee. The Finance Committee, therefore, has the following responsibilities:

  • The Committee is responsible for contracting for investment services, including management of the Land Trust portfolios in accordance with Land Trust Investment Policies.
  • The Committee is responsible for keeping in regular contact with the Trust’s portfolio managers, including the Maine Community Foundation, and regularly reporting on investments to the full Board. In carrying out its responsibilities, the Committee and its agent(s) portfolio managers will act in accordance with the Land Trust’s Investment Policies and all applicable laws and regulations. The Board reserves to itself the exclusive right to revise the Policies.
  • The Committee is responsible for making recommendations to the Board for changes to the Trust portfolio;
  • The Committee shall keep in contact with the Maine Community Foundation regarding the Trust’s investments;
  • The Committee shall work with the Executive Director to prepare the annual budget for review and approval by the Board; and
  • The Committee shall 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. Nominating Committee: The Nominating Committee consists at a minimum of three land trust members appointed to the committee by the President. All members serve at the pleasure of the President and may be replaced by the President.

D. 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. 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.

Section 2. Other Committees
The Board of Directors may from time to time and for terms as they may see fit, appoint such other committees as deemed necessary to implement the purposes of the corporation. The Board may authorize committees to exercise any powers of the Board.

Section 3. Committee Membership Eligibility
Committee members shall be Land Trust members in good standing but do not need to be Directors.

Article VII
Financial Affairs

Section. 1 Fiscal Year
The fiscal year of the corporation will commence on the first day of January and end the thirty-first day of December of each year.

Section 2. Bank Accounts and Other Financial Holdings
The funds of the corporation will be deposited in one or more banks or other financial institutions as designated by the Board of Directors. All documents to be executed by the corporation, including deeds, mortgages, leases, promissory notes or other instruments, except checks, will be executed by the President on behalf of the corporation. All checks issued by the Corporation shall be executed by the Treasurer, except for checks over one thousand dollars ($1,000), which will require a second signature of the President, or Vice President, or Executive Director. In event of the incapacity or unavailability of the Treasurer, the President or another Officer may be authorized by the Board of Directors to act on behalf of the Treasurer.