CONSTITUTION
AND BYLAWS OF
SCARBOROUGH CROSSROADS CORPORATION
Article 1 Name
The name of this organization shall
be Scarborough Crossroads Corporation.
Article 2 Purpose
Sec. 1 The purpose of this organization
shall be to support, aid, assist and render useful
service to not-for-profit community organizations
in developing web services and, to provide mentoring,
training, education and support, and to raise funds
to carry on the above.
Sec. 2 This organization is organized
exclusively for charitable and educational purposes
within the meaning of section 501(c)(3) of the Internal
Revenue Code.
Article 3 Membership
Sec. 1 There shall be two classes
of members: organizations and individual. Individual
members may not acquire web space on the Crossroads
web server.
Sec. 2 The annual membership year shall
be January to December or July to June governed by
date of acceptance into membership.
Sec. 3 Membership in this organization
shall be open to all individuals and organizations
interested in its objectives.
Sec. 4 Each member shall be entitled
to one vote cast by its appointed representative.
An individual member also representing an organzation,
may cast only one vote.
Article 4 Board of Directors
Sec. 1 The Board of Directors shall
consist of 8 members elected by the voting membership
3 year terms. The webmaster shall be an ex-officio
member of the Board.
Sec. 2 There shall be 4 meetings of
the Board of Directors annually, one of which shall
be the annual meeting.
Sec. 3 Special meetings of the Board
of Directors may be called by the president or any
three Board members provided that at least 48 hours
notice is given.
Sec. 4 The Board of Directors shall
manage the affairs of the organization and shall exercise
on its behalf all the rights, powers and duties of
the organization other than the power to amend these
By-laws and the power to dissolve the organization.
Sec. 5 No committee, officer or member
of the organization shall have any authority to make
any contract, or incur any indebtedness, obligation
or liability in the name of or on behalf of the organization
without the authority and approval of the Board of
Directors.
Sec. 6 Unexpired vacancies on the Board
of Directors shall be filled by an affirmative vote
of the majority of the remaining Directors. A Director
elected to fill a vacancy shall serve for the unexpired
term of his or her predecessor, which shall be considered
a full term if more than two years remain.
Sec. 7 A majority of the Directors,
one of whom must be an officer, shall constitute a
quorum for the purpose of transacting business at
all meetings.
Article 5 Officers
Sec. 1 The Officers shall consist
of a President, Vice President, Treasurer, Recording
Secretary and Corresponding Secretary, each of whom
shall be elected by a majority of the Board of Directors.
Sec. 2 The President and Vice President
shall serve for a one-year term, the Recording Secretary,
Corresponding Secretary and Treasurer shall serve
for a two-year term.
Sec. 3 If an office becomes vacant,
the Board may appoint a member to fill the remainder
of the term.
Article 6 Duties of Officers
Sec. 1 The President: To preside over
and conduct all meetings and to appoint all committee
chairpersons and to be an ex-officio member of all
committees. The President will not vote except to
break a tie vote.
Sec. 2 Vice President: To perform the
duties of the President in the absence of the President
and also to serve as President-elect.
Sec. 3 Treasurer: To keep and maintain
the financial records of the organization and to report
the balance of funds on hand at each meeting. The
treasurer shall make a full report of the financial
transactions of the past year at the annual meeting.
Sec. 4 Secretary: To keep the minutes
of all meetings and to perform such other duties as
may be delegated to the office by the President.
Sec. 5 Corresponding Secretary: To
serve as the registered agent of the Corporation and
perform such other duties as delegated by the Board.
Article 7 Committees
Sec. 1 The President shall appoint
standing committee chairpersons from the Board of
Directors. Other persons from the membership at large
may be appointed to serve on the committees.
Sec. 2 The chairperson of each committee
shall submit all projects and proposed actions to
the Board of Directors for approval prior to carrying
out such projects or actions.
Article 8 Meetings
An annual meeting to elect officers
and fill expired terms on the Board shall be held
in the month of February.
Article 9 Nominations and Elections
of Directors
Sec. 1 The Nominating Committee shall
consist of two members appointed by the President.
Sec. 2 The report of the Nominating
Committee including the names of the Board members
to be elected, shall be submitted in writing to the
membership 30 days before the annual meeting.
Sec. 3 Nominations must have the approval
of the nominee.
Sec. 4 Nominations may be made from
the floor with the approval of the nominee.
Sec. 5 Election shall be by the majority
vote of members in good standing voting at the annual
meeting
Article 10 Dues
Sec. 1 Organizational dues shall be
payable annually and shall become due on January 1
or July 1 according to date a sponsoring organization
is accepted into membership. Dues shall not be pro-rated.
Sec. 2 The Board of Directors shall
determine the amount of dues for the coming year at
its November meeting.
Article 11 Dissolution of the Corporation
Upon dissolution of the Corporation
or the termination of its activities, the assets of
the Corporation remaining after the payment of all
its liabilities shall be distributed exclusively to
one or more Scarborough organizations organized and
operated exclusively for such purposes as shall then
qualify as a exempt organization under Section 501(c)(3)
of the Internal Revenue Code of 1986, as amended and
as a charitable, religious, eleemosynary, benevolent
or educational corporation within the meaning of Title
13-B, of the Maine Revised Statutes as amended.
Article 12 Member Compensation
No part of the net earnings of the
Corporation shall inure to the benefit of any member,
director, or officer of the Corporation, or in any
private individual (except that reasonable compensation
may be paid for services rendered to or for the Corporation
in carrying out one or more of its purposes), and
no personal member, director, or officer of the Corporation,
or any private individual, shall be entitled to share
in the distribution of the corporate assets on dissolution
of the Corporation.
Article 13 Amendments
Sec. 1 Amendments to this Constitution
and Bylaws may be proposed by advance written notification
at least 30 days before presentation to the membership
at the annual meeting. A two-thirds vote of the members
in good standing is required for adoption at the annual
meeting or at a special meeting called by the President
with proper notification.
Sec. 2 The Treasurer shall keep the
roll of members in good standing and notify members
of the date of the annual meeting 30 days in advance
of the meeting.
Article 14 Voting
The representative of an organizational
members may be present and voting at the annual meeting
OR submit one electronic ballot on behalf of the organization
prior to the meeting. The electronic ballot shall
be a facsimile of the printed ballot.
Article 15 Parliamentary Procedure
Roberts Rules of Order, Revised, when
not in conflict with these Constitution and Bylaws
shall govern the proceedings of this organization.
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Enacted :
5-17-99;
revision history:
4/19/01;
2/18/03;
3/162004
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