Trickey Pond

Trickey Pond Environmental Protection Association

A 501 (c) (3) Charitable Organization and Recipient of the Maine DEP Invasive Cost Share Grant

TPEPA Bylaws

ARTICLE I

Organizational Name and Purpose

The name of this corporation shall be Trickey Pond Environmental Protection Association, Inc. The purpose of the organization is to educate the public with regard to the steps needed to preserve the pristine environment of Trickey Pond including, but not limited to, educating the public on the dangers of invasive species and the problems caused by environmental issues.

ARTICLE II

Location

The location of this corporation and its principal office shall be in Naples in the County of Cumberland and State of Maine, and such other offices and places of business throughout the State of Maine as the business of the corporation may warrant and require and as the Board of Directors may deem expedient.

ARTICLE III

Board of Directors

The corporation's Board of Directors shall consist of a minimum of three and a maximum of twenty Directors. The initial directors shall be elected at the organizational meeting. The Board of Directors shall elect additional applicants for membership by majority vote. Board vacancies are filled through internal Board recommendations.

The Board of Directors, by affirmative vote of two thirds of the members of the Board, may suspend or expel a director for cause after an appropriate hearing, and may, by a majority vote of the directors, at any regularly constituted meeting, terminate any director that it determines no longer qualifies as a director. Any director may resign by filing a written resignation with the Clerk.

ARTICLE IV

Terms of Officers

Timing of Elections

The officers of this corporation shall be a President, Vice President, Treasurer and Clerk. The terms of the Directors shall be for three years and elections shall be staggered so that a minimum of One Director will be elected each year. For the first year of the Organization's existence the Term of the president shall be three years, the term of the Vice President shall be two years and the terms of the Treasurer and Clerk for one year each. After this initial year the officer terms will go back to a three-year term.

The Directors shall elect the Clerk annually and other officers as terms expire. Each officer so elected shall hold over until his successor is elected and qualified. The Directors may from time to time appoint other officers and designate their term of office and duties.

Officers shall be elected at the fall meeting of the corporation. ('09)

ARTICLE V

Power of Directors

The Board of Directors shall have general supervision and control of the corporation and shall have full power to take such steps as in their judgment shall be for the best interest of the corporation.

Meetings of the Board of Directors may be called by the President or by any three members of the Board. Reasonable notice of such meetings shall first be given to the other members thereof. A majority of the Directors shall constitute a quorum for the transaction of business. The Directors shall fill all vacancies that may exist in their own Board or in any of the offices of the corporation.

In the absence of a quorum at a regularly scheduled meeting, the directors present may conduct business and submit their actions to all directors via email or in writing for ratification. The clerk will maintain records showing how directors voted and will notify the board members of the approval or rejection of the action. Decisions will become final when approved. ("09)

ARTICLE VI

Type of Corporation

This corporation is not organized, and shall not be conducted, for profit. Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 50l(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE VII

Choosing a President

The President shall be chosen by the Board of Directors from their own number as soon as practicable after the meeting at which the Directors are chosen. He shall preside at all such meetings of the Board of Directors and shall sign such instruments in behalf of this corporation as from time to time are required by the Board of Directors. In the absence of the President, the Vice President may perform such duties.

ARTICLE VIII

Duties of Vice President

The Vice President shall, in the absence, disability, or death of the President, perform the duties and exercise the powers of the President. The Vice President shall have such other powers and shall perform such other duties as may from time to time be assigned to him by the Board of Directors or by the President.

ARTICLE IX

Duties of Treasurer

The Treasurer shall be the general financial agent of the corporation, and shall perform such other duties as may be required by the Board of Directors. He shall have authority to sign and endorse all checks and notes given by the corporation, draw and accept all bills and drafts, and also to receive and give proper receipts and discharges for all monies due the corporation from whatever source. The Directors may designate any other person to perform the duties of the Treasurer.

ARTICLE X

Duties of Clerk

The Clerk shall keep a record of all meetings of the Board of Directors, and shall perform such other duties as may be required by the Directors.

ARTICLE XI

Two Meetings

Two Meetings of the Directors of the corporation shall be held at a certain location in said Naples, Maine, one in the Summer and one in the Fall of each year, or at such other place within the State of Maine and at such time as the Directors may designate.

The members shall be notified of the meetings by phone, mail or electronic mail. The Clerk shall cause five days notice of special meetings of the Directors to be given to each Director in person, by telephone, by email with response from the Board member, or by forwarding the same by mail and shall give such other notice of such meetings as the Board of Directors may direct. A majority of the Directors either at the meeting or via email as stated in article V shall constitute a quorum for the transaction of business. Each Director shall be entitled to one vote. ('09)

ARTICLE XII

Altering By-Laws

These By-Laws may be altered or amended at any meeting by a two-thirds vote of the Board of Directors or by email poll of the directors as stated in article V. ('09)

ARTICLE XIII

Duration of Undertaking and Dissolution

The Corporation will be in existence for a period of ninety-nine years or until such a time when the Board of Directors agrees and votes that the objective of the Association has been successfully achieved. The Board of Directors at large may dissolve the association with a minimum vote in favor of the dissolution of two-thirds of the total Board membership.