CONSTITUTION and BYLAWS for the
PENOBSCOT VALLEY CHAPTER of MAINE AUDUBON

ARTICLE I: Name

The name of this organization is The Penobscot Valley Chapter of Maine Audubon. (Hereinafter referred to as the "Chapter".)

ARTICLE II: Area

The Chapter shall represent members of Maine Audubon residing in the designated area of Penobscot Valley. Other Maine Audubon members outside this designated area may elect to be represented by this Chapter.

ARTICLE III: Purpose and Relationship with Maine Audubon

The purpose of the Chapter shall be to engage in any environmental education, including active support for Fields Pond Nature Center hereinafter referred to as FPNC, and its other sanctuaries and preserves, science, advocacy, and charitable pursuits as may be consistent with the stated purposes of Maine Audubon. 

The Chapter shall support and assist the fulfillment of the mission of Maine Audubon. Similarly, Maine Audubon shall assist and support the mission of the Chapter as set forth in its Bylaws as directed by the Board of Trustees.

The Chapter is not organized, nor shall it be operated for pecuniary gain or profit, and it does not contemplate the distribution of gains, profits, or dividends to its members, or to any private shareholder or individual. The property, assets, profits, and net income of this Chapter are irrevocably dedicated to the charitable purposes as presently set forth in Section 501(c)(3) of the Internal Revenue Code and no part of the property, assets, profits, or net income of the Chapter shall ever inure to the benefit of any director, officer, or member thereof or to the benefit of any private shareholder or individual.

The Chapter, its Board of Directors, or its Officers shall not enter into any commitments binding on Maine Audubon without authorization of the latter. In like manner, Maine Audubon shall make no commitments binding on the Chapter without its consent.

As public representatives of Maine Audubon, before the Chapter seeks to influence state policy or legislation, through paid or unpaid lobbying, it must first gain approval of Maine Audubon's Environmental Issues Committee or the Executive Director.

ARTICLE IV Membership

Eligibility. Any person who is a member in good standing of Maine Audubon may become a member of this Chapter.

Classes of Membership. Classes of membership in this Chapter shall be the same as those maintained by Maine Audubon, and they shall enjoy all the rights and privileges pertaining to the members of this Chapter and Maine Audubon.

Dues. Annual dues of membership shall be that of Maine Audubon. As stated in the Bylaws of Maine Audubon, a portion of the dues paid by each Chapter member shall be returned to the Chapter. The Chapter's portion is determined by Maine Audubon Board of Trustees and is payable to the Chapter at the time of a member's election and upon renewal. Should a member's membership dues remain unpaid for six months after the time they are payable, this member shall be dropped from the rolls.

Membership Restrictions. A member holding office in the Chapter shall not hold office in any other Chapter of Maine Audubon. A voting member of the Chapter shall not be a voting member of any other Chapter of Maine Audubon.

ARTICLE V Meetings of the Chapter Membership

Regular Meetings. Regular meetings of the Chapter generally shall be held monthly, October through May.

Annual Meeting. The Annual Meeting of the Chapter shall be held during the month of May. At this meeting, elections of directors and officers shall occur and new directors and officers shall be installed.

Quorum. Twenty members in good standing shall constitute a quorum for the transaction of business at any duly called regular or special meeting.

Special Meetings. Special meetings may be called by the President, or pursuant to a resolution of the Board of Directors. Ten days written notice of such meeting, stating the meeting objective, shall be given each member at his/her last known post office address. Such notice given by publication in the Fields Pond Journal or other regular Chapter newsletter shall be deemed sufficient. 

ARTICLE VI Board of Directors

Structure. The control and conduct of business of the Chapter shall be vested in a Board of Directors. The Board of Directors shall determine the policies of the chapter.   The Board of Directors shall include: the elected officers, the Chapter Representative to Maine Audubon Board of Trustees, and at least five and not more than nine Directors elected by a majority vote of the members present at the Annual Meeting.   The Officers shall serve one-year terms and the Directors shall serve staggered two-year terms.   Members of the Board of Directors shall be members in good standing of Maine Audubon, and exemplary in their attendance at Board Meetings and other Chapter functions.   Vacancies occurring during the year may be temporarily filled by the Board until the Annual Meeting.

Meetings.   Meetings of the Board of Directors shall be held regularly and according to a schedule determined by the Board.

Quorum.   A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.

Special Meetings.   Special meetings of the Board may be called by the President or upon the request of a majority of the Board.

ARTICLE VII Officers and Chapter Representative to the Board of Trustees

Officers.   The elected Officers of the Chapter shall be President, Vice President, Secretary and Treasurer.   All Officers shall serve for one-year terms and may be reelected for four additional terms. No officer may serve more than five consecutive years in the same office. 

Vacancy.  A vacancy in the Office of President shall be filled by the Vice President.   A vacancy in any other elected office shall be filled by a majority vote of the Board of Directors until the next Annual Meeting.

President.   The president shall be President of the Chapter, Chairperson of the Board of Directors, and an ex-officio member of all committees and shall perform all other duties associated with the Office of President.

Vice president.   The Vice President shall assist the President in carrying out the duties of office, shall preside at all meetings in the absence of the President, and shall be an ex-officio of all committees.

Secretary.   The Secretary shall keep a record of all proceedings of the Chapter and the Board of Directors and shall prepare and maintain files of the correspondence and other documents relating to the Chapter.  The Secretary shall maintain all historical records and archives of the Chapter.

Treasurer.   The Treasurer shall have custody of the Chapter¹s funds.   The Treasurer shall report to the Board of Directors at their regular meetings or as requested.   The Treasurer will prepare an annual financial report and an annual budget for presentation and approval by the Board of Directors and membership.   A copy of each shall be forwarded to Maine Audubon. The Treasurer shall serve as Chairperson or as a member of the Finance Committee and maintain a bank account in the name of the Chapter.    All checks and drafts of the Chapter shall be signed by the Treasurer or the President.   Any expenditure exceeding amounts budgeted by $250.00 must have Board of Directors approval. 

Chapter Representative to the Board of Trustees.   The Nominating Committee shall nominate and the membership confirm at the Chapter's Annual Meeting, the Chapter Representative to the Board of Trustees of Maine Audubon.   If elected by Maine Audubon, he/she shall serve a three-year term or until a successor is nominated.   The Chapter Representative may serve no more than two consecutive three-year terms.

ARTICLE VIII Nominating Committee and Elections

Appointment.   The Board shall annually appoint, prior to the date of the Annual Meeting of the Chapter, a Nominating Committee to consist of not less than three members, only one of which shall be a member of the Board of Directors.   The term of the Nominating Committee shall expire after the Annual Meeting or any adjournment thereof.   The names of the members of the
Nominating Committee shall be made known to the membership of the Chapter through an announcement in the Chapter newsletter or a letter mailed to the membership.  Suggestions for nomination may be submitted to the Nominating Committee by any member of the Chapter.

Duties.   The Nominating Committee shall nominate candidates for the Board of Directors, Officers, and Chapter Representative.   Its report shall be presented to the membership at a regular meeting prior to the Annual Meeting of the Chapter.   Other nominations may be presented in writing to the membership prior to the Annual Meeting of the Chapter. 

Election.   The election of Directors and Officers, and confirmation of the Chapter Representative shall take place at the Annual Meeting of the Chapter.   The Officers shall take office at the termination of the Annual Meeting of the Chapter, and the name of the Chapter Representative shall be forwarded to the President of Maine Audubon Board of Trustees.

Procedure.   Nominees for the Board, Officers, and Chapter Representative presented by the Nominating Committee shall be elected by a vote of the membership present at the Annual Meeting.

ARTICLE IX Standing Committees

Structure.   The President, with the approval of the Board of Directors, shall appoint chairs of Standing Committees who, in turn may select their own committee members with recommendations and suggestions from the Board of Directors.   Terms of office shall be for one year or until their successors are appointed.   No Chairperson shall serve as Chair more than five consecutive years for the same committee. 

The Programs and Field Trip Committee shall cooperate and meet jointly with FPNC staff to plan programs and field trips. Such programs shall include the free monthly chapter programs as well as free and fee programs and trips that help fund the environmental center.

Communications Committee. This committee shall develop, implement, and continually review the Chapter’s and Maine Audubon’s image, message, and communications strategy within the Chapter’s service area. It shall lead or assist publicity efforts in cooperation with FPNC staff and lead or review publication of the Fields Pond Journal and/or other Chapter newsletters and web sites, as needed. This committee shall provide copies of significant publicity materials to Maine Audubon for its records. 

Membership Development Committee. This committee shall be specifically responsible for recruiting new members and retaining old members to the Chapter. 

Finance Committee.   This committee shall plan and periodically review the annual budget of the Chapter, assist the Treasurer in the preparation of financial reports, and make recommendations and carry out plans of obtaining financial support for the Chapter. The committee shall consist of the Treasurer, the President and, at least one other person nominated by the President and approved by the Board at the January Board meeting. This is an ad hoc committee that dissolves with the conclusion of the annual chapter meeting and budget approval in May. 

Ways and Means Committee. This committee shall organize the raising of funds and/or securing of other resources for carrying out the mission and policy directives of the Board. 

Other Committees.   The Board of Directors may appoint such other committees as may be necessary to assist with the affairs of the Chapter, and the President may appoint ad hoc committees or task forces to assist in conducting the Chapter's business.

ARTICLE X Discontinuance

The Chapter reserves the right to terminate its Chapter status on six months' notice, in writing, to Maine Audubon, in which case all association of dues by Maine Audubon to the Chapter will cease.   The Chapter recognizes the right of Maine Audubon to terminate the Chapter status on six months' written notice, given by it to the Chapter, in which case the members of the Chapter may continue as members of Maine Audubon for the balance of the term for which dues have been paid.   Any discontinuance notice shall be forwarded by registered mail.

Assets.   Upon the dissolution, or upon abandonment, the assets of this Chapter remaining after payment of or provision for all debts and liabilities of this Chapter shall be assumed by Maine Audubon or should Maine Audubon no longer function as an entity under provisions of Section 501(c)(3) of the Internal Revenue Code such assets shall be donated to such Society or Societies, fund or funds, or foundation or foundations, having similar objects and purposes as this Chapter, as the Board of Directors of the Chapter may designate, subject to the order of the Supreme Court of the state of Maine; provided that none of such assets shall be donated to any organization not qualifying under Section 501(c)(3) of the Internal Revenue Code.

ARTICLE XI Parliamentary Authority

The rules contained in Robert's Rules of Order Revised shall govern the organization in all cases to which they are applicable and in which they are not inconsistent with these Bylaws.

ARTICLE XII Approval of ByLaws and Amendments

Bylaws.   The Bylaws shall become effective after approval by a majority vote of those members present at the regular May meeting of the Chapter at which the Bylaws are proposed for adoption, and after approval by the Trustees of Maine Audubon, or any special meeting called for that purpose. 

Amendments.   These Bylaws may be amended by a majority vote of members present at any regular meeting or at any special meeting thereof, regularly called, provided a quorum is present, and provided further that notice of such amendments shall have been mailed to each member for the Chapter at his/her last known address at least 15 days before said meeting.   A copy of the proposed amendment shall receive approval of the Executive Director of Maine Audubon before it is mailed to the membership. Such amendment, approved by the membership, shall become effective after approval by a vote of the Board of Trustees of Maine Audubon.


ARTICLE XIII Indemnification

Directors. Officers. Employees, Agents. and Volunteers.   The Chapter shall in all cases indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he/she is or was a Director, Officer, employee, or agent of the Chapter or is or was serving in a volunteer capacity at the request of the Chapter against expenses, including attorneys fees, judgments, fines, and amounts paid in settlement of any such action, suit, or proceeding, provided that no indemnification shall be provided for any person with respect to any matter as to which he/she shall have been finally adjudicated not to have acted in good faith in the reasonable belief that his/her actions were in the best interest of the Chapter or, with respect to any criminal action, had reasonable cause to believe his/her action was unlawful.   Indemnification pursuant to this Article shall be provided as described in 13-B M.S.R.A. s714, and subject to any limitations therein
provided.

Approved with changes noted: Penobscot Valley Chapter, Board of Directors, 3/5/90;
Revised 02/06/95: Penobscot Valley Chapter, Maine Audubon
Revised 02/16/95: Penobscot Valley Chapter, Maine Audubon
Approved 02/16/95: Penobscot Valley Chapter, Maine Audubon
Revised 04/07/95: Penobscot Valley Chapter, Maine Audubon
Approved 04/07/95: Penobscot Valley Chapter, Maine Audubon
Revised10/03/02: Penobscot Valley Chapter, Maine Audubon
Approved 03/07/03: Penobscot Valley Chapter, Maine Audubon