Bylaws of Peaks Island Land Preserve
A non-profit corporation organized pursuant to Title 13-B of the Maine Revised
Statutes Annotated. As amended October 3, 2001
1. Name and Address
The name of the corporation is Peaks Island Land Preserve (PILP). The office or mailing address of PILP shalI be at a location on Peaks Island, Maine established by the board of directors.
PILP is organized under the Maine Non·Profit Corporation Act exclusively for charitable, scientific, or educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. PILP's purpose is the acquisition, preservation, and stewardship of Peaks Island lands for the use by and enjoyment of islanders and visitors. To further this purpose, PILP shalI possess and may exercise alI rights and responsibilities permitted by the Maine Non-Profit Corporation Act, limited only by the articles of incorporation and these bylaws, as each may be amended from time to time.
(a) Membership is open to alI persons interested in the purposes set forth in these bylaws.
(b) In order to remain in good standing, al1 members must pay an annual membership fee set by the board of directors.
(c) Each member shall be entitled to vote at annual or special meetings ofPILP's membership.
(d) By a vote of two· thirds of the members present at a special meeting of the membership called especially for the purpose of such a vote, members may overule a decision or action taken by the board of directors.
(a) Except as otherwise provided by these bylaws or by law, all activities of PILP shall be managed, and all corporate powers shall be exercised, by the board of directors. Without limiting the generality of the foregoing statement, the board of directors has the general power to control and manage PILP' s affairs, funds, and property, and to disburse PILP's monies and to acquire and dispose of its property in fulfillment ofPILP's purpose.
(b) The board of directors shall be comprised of nine (9) directors.
(c) Directors shall be elected by members at the annual meeting. Each director shall serve for a term of three years, which shall be staggered so that three directors' terms expire each year.
(d) If a vacancy on the board of directors is caused by the resignation or death of a director, the board of directors in its discretion may appoint an interim director to the board until the next annual meeting, at which time the vacancy will be filled by a vote of the members.
(e) Meetings of the board of directors are open to all members and, at the board's discretion, to the general public. Upon a two-thirds vote of the directors present, however, the board may go into private executive session during any meeting for the purposes of discussing matters which may compromise PILP's goals if discussed in public.
(f) At any meeting of the board of directors, a quorum shall consist of five (5) directors. If fewer than five directors are present at a board meeting, those directors present may choose either to adjourn the meeting, or to carry out business that does not require a vote of the board.
(g) The board of directors shall meet on a regular basis, as necessary and appropriate, and shall use its best efforts to publish in advance the date and place of each such regular meeting. The president or any two directors may call a special meeting of the board of directors by providing reasonable advance notice to each director indicating the date, time, and place of the meeting and describing the matters to be discussed and acted on at the meeting.
(h) Any action or vote which may be taken by the,board,9f directors at any regular or special meeting may also be taken by a resolution of unanimous consent signed by all directors. .
The board of directors shall, on an annual basis, elect from the board of directors, a president, vice president, secretary and treasurer. Officers will be elected at the first board meeting following the annual meeting.
(a) The president shall preside at all meetings at the board of directors and shall exercise such other duties, powers, and functions as the board of directors may from time to time direct.
(b) The vice president shall, in the absence of the president, exercise the powers and perform the duties of the president.
(c) The secretary shall take. maintain, and distribute minutes of all meetings of the board of directors.
(d) The treasurer shall be responsible for the maintenance of complete and accurate financial records ofPILP's assets, liabilities, and transactions; shall prepare income tax returns as required; shall pay expenses authorized by the board of directors; and shall make regular financial reports to the board of directors.
(a) The following standing committees, each to be chaired by a director, are established by these bylaws and may include other directors and PILP members:
(1) The membership committee will maintain a current list of all members and their addresses; will mail dues notices to all members annually; will solicit new members; and will notify members of meetings, events, and PILP activities.
(2) The land management committee will monitor and document, on at least an annual basis, the physical condition of each property in which PILP holds an interest.
(3) The fund-raising committee will develop fund-raising methods and will raise money from all appropriate sources to support PILP's activities. The board of directors may establish additional standing committees, and may also establish ad hoc committees, as may be necessary and appropriate from time to time. Each such committee shall be chaired by a director and may include directors and other PILP members.
7. Meetings of the Membership
(a) PILP shall hold an annual meeting in July of each year, on a date and at a place determined by the board of directors. At the annual meeting members shall elect directors to fill any vacancies on the board, receive annual reports from the board of directors, and transact any other business or consider any
other matters as may properly come before the members. At the annual meeting, a quorum shall consist of twenty (20) members.
(b) A special meeting of the membership may be called at any time throughout the year. The membership must be notified of the meeting at least two weeks prior to the meeting. The membership may call a special meeting by petition signed by at least ten (10) PILP members directing the board of directors to call a special meeting and stating specifically what matters are to be discussed at such special meeting. When presented with such a petition, the board of directors shall schedule a special meeting within three (3) weeks of its receipt. Special meeting notification shall indicate the date, time, and place of the meeting and describe the matters to be discussed and acted upon at the meeting. At a special meeting, a quorum shall consist of one-quarter of the total number of members, as shown by PILP records, as of the date when the petition for the special meeting is submitted.
These bylaws may be altered, amended, or repealed in whole or in any part, by a majority vote at any special meeting of the membership called specifically for that purpose, or by a unanimous vote of all nine directors.
9. Books, Records, and Reports
Any member may inspect PILP's books and records at any reasonable time and upon reasonable notice to the board of directors. At the annual meeting the treasurer shall present an oral report summarizing PILP's assets and liabilities, and its income and expenses for the preceding year.
(a) PILP's fiscal year shall be the calendar year (January I . December 31).
(b) All income, receipts, and other funds of PILP shall be deposited into one or more checking, savings, certificate of deposit, or other accounts in one or more insured financial institutions. No withdrawal shall be made nor any check issued from such accounts unless signed by the treasurer, president, or vice president. In addition, PILP may maintain one or more stock brokerage accounts.
11. Non-Profit Operation
(a) PILP shall not have or issue shares of stock. No dividends will be paid. No part of the income, profit, or funds ofPILP will be distributed to its members, directors, or officers. No member, director, or officer shall have any right or interest in the assets or property of PILP.
(b) PILP has qualified with the Internal Revenue Service of the United States of America as a tax-exempt organization pursuant to § 501 (c)(3) of the Internal Revenue Code of 1986, as amended. To the extent that any portion of these bylaws is inconsistent with the maintenance of such tax-exempt status, that bylaw or portion thereof is hereby declared void. Conversely, if any bylaw provision required by § 50 1 (c)(3) is not contained herein, such provision shall be deemed to have been adopted by PILP.
I hereby certify that the foregoing bylaws of Peaks Island Preserve were adopted by its Board of Directors on October 3, 2001
Donald K. Stein
President, Peaks Island Land Preserve