Proposed Bylaws Amendments – 2026
(Download an article-by-article explanation of changes)
Article 1
Name, Purposes and Location
The name of the Corporation is Three Rivers Land Trust. The purpose is: To maintain, support, and enhance the working landscape of farms and forests and such valued natural resources as lakes, rivers, streams, wetlands, historic sites, scenic places, and wildlife habitat, in the inland municipalities of York County, Maine, by acquiring property in fee and conservation easements, and engaging community support through recreational and educational programming. Its principal place of business will be located in the municipalities of Acton, Alfred, Lebanon, Sanford and Shapleigh, County of York, Maine. Its business address is PO Box 295, Alfred, ME 04002. The Corporation will carry on business and operate anywhere within the State of Maine, or in any state where it has legal authority to carry on business and operate.
Article II
Members
Three Rivers Land Trust, a public benefit Corporation, shall have two (2) classes of members. The first class is voting membership of the Corporation, and shall consist of the persons who have been elected to serve as Directors of the Corporation. The election of a person as a Director shall be an admission to voting membership in the Corporation. No one shall be a voting member of the Corporation after ceasing to be a Director. The second class of members shall have no authority to vote at any Corporation meeting; shall have no authority to act on behalf of the Corporation; nor shall it have any rights in the Corporation or in the Corporation’s property, shall be called “members” and shall be admitted to non-voting membership in the Corporation upon contribution of cash, property or services to Three Rivers Land Trust.
Article III
Board of Directors
The affairs of the Corporation shall be managed by a Board of Directors consisting of not fewer than seven (7) and not more than twelve (12) Directors. The number of Directors may be changed within these limits by vote of the Board of Directors, provided that no decrease shall shorten the term of any incumbent Director.
Section 1. General Powers
The property, affairs, and activities of the Corporation shall be managed by the Board of Directors, which shall have all powers permitted to nonprofit corporations under the laws of the State of Maine, except as otherwise limited by these Bylaws or the Articles of Incorporation.
Section 2. Election
Directors shall be elected by the Board of Directors at the Annual Meeting of the Board of Directors and shall serve staggered three-year terms, or until their successors are elected and qualified, or until earlier resignation, removal, or death.
At the initial implementation of these Bylaws, terms may be assigned so that approximately one-third of the Directors are elected each year.
To the extent practicable, the Board of Directors shall seek representation from each municipality within the Corporation’s service area.
Section 3. Vacancies
In case of a vacancy, the remaining Directors may elect a successor for the remainder of the vacant term.
Section 4. Removal
Any Director may be removed, with or without cause, by a two-thirds vote of the Board of Directors at any regular or special meeting called for that purpose.
Section 5. Meetings and Attendance
The Board of Directors shall meet at least four times per year, and meetings may be open to non-voting members and the public at the discretion of the Board. The annual meeting of the Corporation shall constitute one of the four required meetings. Meetings of the Board of Directors shall be held within one of the municipalities forming the Corporation’s principal place of business, or remotely if the meeting is not held in person. Directors shall attend meetings regularly. The Board of Directors may declare a position vacant for any Director who fails to attend at least four (4) Board meetings in a calendar year.
Section 6. Quorums and Voting
A quorum for the conduct of normal business shall consist of a majority of the current Directors. Unless otherwise specified in these Bylaws, majority vote shall prevail on all matters to be voted on by the current Directors. Directors may participate and vote remotely through electronic means. 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 7. Action by Directors Without a Meeting
Any action which may be taken at a meeting of the Board of Directors or of a committee of the Board of Directors may also be taken without a meeting if all Directors or committee members are notified in writing of the proposed action by email or other electronic means. The proposed action shall be approved only upon the written consent of at least three-quarters (75%) of the current Directors or committee members entitled to vote on the matter.
Any Director or committee member may object in writing to the proposed action within forty-eight (48) hours of notification. If a written objection is received within that period, the matter shall instead be brought before the Board or committee at a regular or special meeting.
All notices, votes, consents, and objections relating to action taken without a meeting shall be recorded with the minutes of the next meeting of the Board of Directors or committee.
The provisions of this section shall not apply to the approval of conservation easement amendments, transfers or encumbrances of real property interests, or any other land transaction requiring approval under these Bylaws. Such matters must be considered and voted upon at a regular or special meeting of the Board of Directors.
Section 8: Holder Approvals
When the Grantor requests approval of the Holder for something the conservation easement states is allowed only with Holder approval, the matter shall come before the Board of Directors. A concurring vote of more than two-thirds of the current Board of Directors must be obtained for Holder to grant approval. Section 9:
Easement Amendments
When the Grantor, the Holder, or both wish to amend a conservation easement, the matter shall be brought before the Board of Directors for consideration. A concurring vote of more than two-thirds of the current Board of Directors must find that the proposed amendment meets the amendment restrictions set forth in the conservation easement and in State Law, Title 33, section 477-A, for the amendment process to move forward.
Section 10: Adoption of the Annual Budget
The Directors shall adopt an annual budget for the Corporation no later than March 15 each year.
Article IV
Meetings
Section 1. Annual Meeting of Board of Directors
The annual meeting of the Board of Directors for the election of the Directors and Officers, and for the transaction of such other business as may properly come before the meeting, shall be held each year at such time and place as may be determined by the Board of Directors, or if the Board has not so determined, at such time and place as may be determined by President.
Section 2. Special Meetings of Board of Directors
Special meetings of the Board of Directors may be called at any time by the Board of Directors or by the President of the Board. At such special meetings no business shall be transacted which is not specified in the notice of the meeting. Special meetings will be held within one of the municipalities forming the Corporation’s principal place of business, or remotely if the meeting is not held in person.
Section 3. Voting
A majority of the current Board of Directors shall constitute a quorum for the transaction of business.
Section 4. Notice
Not fewer than ten days prior to each meeting, notice will be mailed or emailed, if the email address is on file with the Corporation, to all Directors setting forth the date, time and place of such meeting and indicating the nature of the business to be transacted.
Article V
Officers
Section 1. Officers and their Duties
The Officers of the Corporation will be President, Vice President, Secretary and Treasurer. All officers will be Directors and shall be elected by the Board of Directors at the Annual Meeting or whenever a vacancy occurs. Each Officer shall serve for a term of one year, or until a successor is elected and qualified. The Board may from time to time appoint such other Officers as it deems necessary.
A. The President shall serve as the chief elected officer of the Corporation. They shall preside at all meetings of the Board of Directors and shall exercise general supervision over the management of the property and affairs of the Corporation, and sign checks when asked to do so by the Treasurer or the Executive Director. With the direction of the Board, they shall do and perform such other duties from time to time as may be assigned to them. In the absence or inability of the President to perform any of the duties imposed upon them, the Vice President, or in the Vice President’s absence or inability, the Secretary or Treasurer, may exercise all the powers of the President by order of the Board on an interim basis.
B. The Vice President shall work with and cooperate with the President in the exercise of the powers and duties of the President, and as the President may request from time to time.
C. The Secretary shall record all the votes and proceedings of the Board in digital files kept for that purpose. In the absence of the Secretary at any meeting of the Board, the records thereof will be kept by such person as will be appointed for the purpose at the meeting. The Secretary will also perform such other duties as are incidental to the office, or that of a Clerk as required by the laws of Maine.
D. The Treasurer shall keep correct and suitable books. The Treasurer shall have the custody of all securities, bank statements, passbooks, checkbooks, and other financial documents belonging to the Corporation. The Treasurer shall keep the accounts for all money, funds and properties of the Corporation, which will come into their hands, and shall collect all contributions as well as present a report at the Annual Meeting. They shall ensure all moneys of the Corporation are deposited in a bank or banks, or places of deposit selected by the Board of Directors. The Treasurer, and such other Officers as may be authorized by the Board of Directors from time to time, shall sign all checks, drafts, notes and orders for the payment of money, and shall pay out and dispose of the same under direction of the Board of Directors. The Board of Directors may require the Treasurer to give a bond with sufficient securities for the faithful performance of these duties, in such amount as will be fixed by the Board. The Corporation shall pay the costs of such bonding.
Section 2. Removal
Any Officer may be removed, with or without cause, by a two-thirds vote of the Board of Directors at any regular or special meeting called for that purpose.
Article VI
Committees
Section 1. Standing Committees
A. Executive Committee: The Executive Committee consists of the Officers of the Trust. The Committee shall meet as needed. They may meet in person, virtually, by phone, or email. The quorum shall consist of a majority of the members. The Executive Committee shall record its decisions in minutes and present a report to the Board. Their primary responsibility is to enable the Corporation to operate efficiently and responsibly.
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 shall consist of, at a minimum, the President, the Treasurer, and at least one additional member of the Board of Directors. Non-Board members may be appointed to the Committee by the Board of Directors. The Committee shall be chaired by the President and shall meet at the President’s call. Committee members may include Directors and other individuals selected for their relevant expertise or interest in the work of the Corporation. All members shall serve at the pleasure of the Board of Directors.
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 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 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 of at least three individuals appointed by the Board of Directors, who may include Directors and non-Board supporters of the Corporation. All members serve at the pleasure of the Board and may be replaced by the Board.
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 shall 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 shall 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, shall be executed by the President on behalf of the Corporation. All checks issued by the Corporation shall be executed by the Treasurer. In event of the incapacity or unavailability of the Treasurer or President, another Officer may be authorized by the Board of Directors to act on behalf of the Treasurer and sign checks.
Article VIII
Protection of Officers and Directors
Section 1. Limitation of Liability
No Director shall be liable to this Corporation except for their own acts, neglect, and defaults in bad faith. No Directors shall be liable out of their personal assets for any obligation or liability incurred by this Corporation or by the Directors. The Corporation alone shall be liable for the payment or satisfaction of all obligations and liabilities incurred in carrying on the affairs of the Corporation.
Section 2. Indemnification
Each member of the Board of Directors and each Officer of the Corporation may, in the discretion of the other members of the Board of Directors, be indemnified by the Corporation against all loss, costs, damage, expenses and charges reasonably incurred or suffered by that member in connection with the defense or reasonable settlement of any action, suit or proceeding to which they may be made a party by reason of their having been a member of the Board of Directors.
Article IX
Transfer of Holdings
Section 1. Holdings
Restricted real estate holdings are those in which the Corporation holds any permanently held easement or other instrument intended to protect the natural qualities of said real estate. Unrestricted real estate holdings will be those parcels of real estate acquired for values other than conservation or protection of environmental qualities.
Section 2. Transfer of Holdings
No interest of the Corporation in any restricted real estate may be transferred, exchanged, encumbered, or in any other way conveyed unless authorized by a two-thirds vote of the Board of Directors. The notice for such meeting will contain a description of the proposed transaction and the reasons.
The mortgaging or sale of a portion of real estate for the purpose of financing the acquisition of the remainder of the real estate, and the transfer, exchange, encumbrance, or other conveyance of interests in unrestricted holdings of the Corporation held exclusively for investment purposes must be approved by the affirmative vote of two-thirds of the entire Board of Directors.
No real estate may be transferred, exchanged, encumbered, or in any other way conveyed in such a manner that the transfer fails to meet the requirements of the Internal Revenue Code of 1954, as amended, and the regulations issued there-under for a Corporation qualifying as an exempt organization under the provisions of Section 501(c)(3) of the Code.
Article X
Prohibition Against Private Gain
No Officer or Director shall receive any pay, compensation or benefits from the Corporation directly or indirectly, for performing their duties. This bylaw will not prohibit the reimbursement of incidental expenses necessarily incurred in the business of the Corporation by any Officer or Director duly authorized, and also will not prohibit the employment of persons, including members, to perform duties for the Corporation and receive compensation therefore, upon proper authorization by the Board of Directors.
Article XI
Advisory Board
The Board of Directors may establish an Advisory Board composed of former Directors or other individuals, who shall serve in a non-voting, advisory capacity to support the Corporation’s mission and activities.
Article XII
Dissolution
In the event the Corporation is dissolved, none of its assets shall inure to the benefit of any Officer, Director, or member. Any Corporation succeeding to title to property or interest in property of the Three Rivers Land Trust will be required to conform to those restrictions or limitations of use applicable thereto, and will administer such properties in a manner compatible with the general purposes of the Three Rivers Land Trust insofar as this may be accomplished. Such Corporation must qualify under the terms of Section 501(c)(3) of the Internal Revenue Code.
Article XIII
Amendments
These Bylaws may be adopted, amended, or repealed by a two-thirds vote of the Board of Directors at any regular or special meeting of the Board, provided notice of the proposed action has been given in advance of the meeting.