Responsibilities of Board Members

Thank you for volunteering to serve the Penobscot Valley Chapter of Maine Audubon as a voting member of the Board of Directors.  The following is a list of responsibilities which all board members are expected to assume when they agree to serve.  Because we have a small board and typically meet as a group only once a month, these expectations allow us to conduct business efficiently and handle some of the chapter activities through temporary ad hoc committees.

1.  Board members commit to attending scheduled monthly board meetings.  It is understood that members often lead busy lives, have other commitments, and cannot attend every meeting. When it is not possible to attend a scheduled meeting, the PVC President should be notified in advance of the meeting date.

2.  Board members are expected to make meaningful contributions to the chapter. While financial contributions are welcomed and encouraged, board members are primarily asked to contribute their time, talents, and community relationships.

3.  Board members are encouraged to provide input on a variety of subjects, such as programs, field trips, fund-raising activities, Fields Pond stewardship, environmental and wildlife issues, and occasional fund-raising activities.

4.  It is understood by all that we are volunteers, giving time and effort that is carved out of our busy personal and professional lives.  Board members who find themselves either temporarily or permanently unable to meet board expectations are encouraged to resign or take a defined leave of absence from the board at any time during their elected two-year terms.  This benefits both the organization and the departing board member more than continuing to sit on the board, once it becomes a hardship to do so.  (The PVC President is empowered to appoint board members to fill vacancies until new elections can be held.)

Board Meetings Dates and Times

The Penobscot Valley Chapter officers meet monthly at Fields Pond Audubon Center, the second Wednesday of the month.  Meetings start at 5:15p.m.  Visitors are always welcome.

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.

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: Member Affiliation

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: Mission, Purpose and Relationship to Maine Audubon

The mission of the Chapter is “Conserving wildlife and wildlife habitat by connecting people to our regional natural heritage, through enjoyable and meaningful activities that educate and promote greater environmental awareness.” To achieve its mission, the Chapter shall engage in program development, environmental education, grass-roots volunteer action, and outreach to existing and potential members, including active support for Fields Pond Audubon Center (hereinafter referred to as “FPAC”) as well as for habitat protection, scientific research, environmental advocacy, and other charitable pursuits consistent with the stated purposes of Maine Audubon.

The Chapter shall support and assist in the fulfillment of the mission of its parent organization, Maine Audubon. Similarly, it is expected that Maine Audubon will continue to assist and support the mission of the Chapter, as set forth in Maine Audubon’s Bylaws and as directed by the Board of Trustees.

The Chapter is not organized, nor shall it be operated for pecuniary gain or profit. It does not contemplate the distribution of gains, profits, or dividends to its members, nor to any private shareholder or individual. The property, assets, profits, and net income of this Chapter are irrevocably dedicated to charitable purposes as described in Section 501(c)(3) of the Internal Revenue Code. 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, and its Officers shall not enter into any commitments binding on Maine Audubon without the authorization of Maine Audubon. The Chapter, its Board of Directors, and its Officers acknowledge the importance of maintaining a consistent public image for Maine Audubon and all of its chapters. Therefore, the Chapter shall first gain approval from Maine Audubon’s Conservation Committee or its Executive Director before seeking to influence national or state policies, legislation, or statewide referendum questions through paid or unpaid lobbying. In addition, the Chapter shall keep Maine Audubon informed (through its Chapter Representative on the Board of Trustees) of any significant local environmental issues or challenges that may require Maine Audubon’s assistance at the statewide level.

ARTICLE IV: Membership

Eligibility.Any person who is a member in good standing of Maine Audubon may become a member of this Chapter. Maine Audubon members residing in the Chapter catchment area shall be automatically affiliated with the Chapter through their zip code, unless they specifically opt out of Chapter membership.

Classes of Membership; Dues. Classes of membership in the Chapter shall be those established and maintained by Maine Audubon, with all of the rights and privileges as set forth by Maine Audubon. No additional classes of membership shall be established by the Chapter. Annual membership dues shall be paid to Maine Audubon. No additional dues shall be charged for Chapter affiliation.

Membership Rights and Exclusions. Chapter members shall not be eligible to vote or hold leadership positions in other Maine Audubon chapters, but they may otherwise participate freely in membership activities sponsored by other chapters. Similarly, members of other Maine Audubon chapters shall not be eligible to vote or hold leadership positions in the Chapter, but they may participate freely in the Chapter’s membership activities.

ARTICLE V: Membership Meetings

Regular Meetings. Regular membership meetings for the Chapter shall be held throughout the year on a schedule to be determined by the Board of Directors.  

Annual Meeting. The Annual Meeting of the Chapter shall be held each year during the month of May. At this meeting, elections of Directors and Officers shall be held and new Directors and Officers shall be installed. 

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 provided to each Chapter member at his or her last known address. Publication in the electronic or hard-copy version of the Fields Pond Journal or other regular Chapter newsletter shall be deemed sufficient notice. 

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

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 and direct the policies that will help the Chapter meet its mission. The Board of Directors shall include the elected Officers, the Chapter Representative to the 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 the Chapter, and should be exemplary in their attendance at board meetings and other Chapter functions. Board vacancies may be temporarily filled at any time through appointment by the President and ratification by the Board of Directors. The names of these interim board members will then be added to the slate for election by the membership at the next Annual Meeting following their interim appointment. Any Director may be removed from office, with or without cause, upon the affirmative vote of two-thirds (2/3) of the other Directors.

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. Neither the business to be transacted at, nor the purpose of, any special meeting of the Board need be specified in any notice of such meeting. 

Voting. Except as otherwise provided in these Bylaws, an affirmative vote by simple majority of the Directors present at a meeting at which a quorum is present shall decide an issue. Any action taken without a meeting by agreement of a majority of Directors shall be deemed an action of the Board if all Directors know of the action taken and no Director makes prompt objection to such action. In the absence of a meeting, a Director’s vote by electronic mail sent to the other Directors shall suffice. 

Action of Directors by Unanimous Written Consent. Any action which may be taken or which may be required by Maine law to be taken at a meeting of Directors may be taken without a meeting if all the Directors sign a written consent setting forth the action taken or to be taken, at any time before or after the intended effective date of such action. Such consent shall be filed with the minutes of the Board’s meetings and shall have the same effect as a unanimous vote of the Board. 

Meetings by Conference Telephone. Directors may participate in a meeting of the Board of Directors by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and such participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE VII: Officers and Chapter Representative to the Board of Trustees

Officers. The elected Officers of the Chapter shall be the President, Vice President, Secretary and Treasurer. All Officers shall serve for one-year terms and they may be reelected for four additional, consecutive terms. No officer may serve more than five consecutive years in the same office. Nothing herein shall preclude Officers from serving additional terms, beyond five consecutive terms in the same office, if a one-year break from such office is taken following five consecutive terms therein. 

Vacancy. If the Chapter President is unable to complete his or her elected term of office, the vacancy shall be immediately filled by the Vice President until the next Annual Meeting. A vacancy in any other elected office shall be filled on an interim basis by a majority vote of the Board of Directors until the next Annual Meeting. 

President. The President shall function as President of the Chapter, Chair of the Board of Directors, and an ex officio member of all standing and ad hoc committees. He or she shall perform all other duties customarily associated with the Office of President.  

Vice President. The Vice President shall assist the President in carrying out the business of the Chapter, and shall preside at all meetings in the absence of the President. He or she shall be an ex officio member of all standing and ad hoc 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 Chapter’s funds and shall report to the Board of Directors at regular meetings or as requested. The Treasurer shall prepare an annual financial report and an annual budget for review and approval by the Board of Directors and membership at the Annual Meeting. A copy of each shall be forwarded to Maine Audubon following adoption. The Treasurer shall serve either as chair or as a voting member of the Finance Committee, and shall maintain a bank account in the name of the Chapter. All checks and drafts of the Chapter shall be signed by either the Treasurer or the President. Any expenditure exceeding budgeted amounts by $250.00 requires approval prior to payment by the Board of Directors.

Chapter Representative to the Maine Audubon Board of Trustees. The Nominating Committee shall nominate and the membership shall affirm a Chapter Representative to stand for election to the Board of Trustees of Maine Audubon. If elected by Maine Audubon, he or she shall serve a three-year term representing the Chapter’s interests on the Board of Trustees. The Chapter Representative shall serve no more than three consecutive three-year terms.

If the elected Chapter Representative is unable to complete his or her term of office, the Board of Directors shall appoint an interim Chapter Representative to serve out the remainder of the elected three-year term, subject to approval by a majority vote of the Maine Audubon Board of Trustees. An interim appointment shall not be counted against the individual’s eligibility to serve a maximum of three consecutive three-year elected terms on the Board of Trustees, even if the interim appointment occurs immediately before or after the elected terms of office. 

ARTICLE VIII: Elections

Election. The election of Directors and Officers, and membership affirmation of the proposed Chapter Representative, shall take place at the Annual Meeting of the Chapter. Newly elected Officers and Directors shall assume their positions at the time of adjournment of the Annual Meeting. The name of the proposed Chapter Representative shall be forwarded to the President of Maine Audubon Board of Trustees. 

Quorum and Procedure. The members in attendance at the Annual Meeting shall constitute a quorum. Nominees for Directors, Officers, and Chapter Representative shall be presented as a slate by the Board of Directors, and shall be elected by a majority vote of the members attending the Annual Meeting. Additional nominations may be made from the floor at the Annual Meeting. 

ARTICLE IX: Standing and Ad Hoc Committees

Structure. The Chapter President, with the approval of the Board of Directors, shall appoint chairs for standing or ad hoc committees to carry out the Chapter’s mission.

Chairs shall appoint their own committee members and develop a schedule for completing the committee tasking, with recommendations and suggestions from the Board of Directors. Chair appointments shall be for one year or until the work of the committee is completed.

Programs and Field Trips Committee. This standing committee shall coordinate with FPAC staff and establish contacts with subject matter experts in the community to plan programs and field trips that support the Chapter’s mission. Such programs shall include free, regular Chapter programs and local field trips for Chapter members, as well as fee programs and fundraiser field trips.

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 to assure fiscal sustainability 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 adjournment of the Annual Meeting and budget approval by the membership in May.

Additional Committees. The President and the Board of Directors shall establish additional standing or ad hoc committees as needed to carry out the Chapter’s mission.

The President may also appoint ad hoc committees and informal task forces as needed to assist in conducting the Chapter’s business.

ARTICLE X: Disestablishment

The Chapter reserves the right to disestablish itself with six months’ advance written notice to Maine Audubon. The Chapter also recognizes the right of Maine Audubon to disestablish the Chapter with six months’ advance written notice to the Chapter’s Board of Directors. No additional new members shall be affiliated with the Chapter, nor shall Maine Audubon forward the Chapter’s dues portion for any renewing Chapter members, following the decision by either party to disestablish the Chapter. However, all members of the disestablishing Chapter shall remain members of Maine Audubon for the balance of the term for which dues have been paid. The disestablishment notice from either party shall be forwarded by registered mail, return receipt requested. 

Distribution of Assets. Should the Chapter disestablish either voluntarily or involuntarily, all financial assets of the Chapter that remain after payment of or provision for all debts and liabilities shall be donated to Maine Audubon. In the event that Maine Audubon is no longer functioning as a qualified organization under provisions of Section

501(c)(3) of the Internal Revenue Code at the time of the Chapter’s disestablishment, the Board of Directors shall vote to distribute all remaining Chapter assets to one or more non-profit organizations with environmental missions and purposes similar to those of the Chapter, subject to the order of the Supreme Court of the State of Maine. 

ARTICLE XI: Parliamentary Authority

The rules contained in Robert’s Rules of Order Revised shall govern the Chapter organization in all cases to which they are applicable, provided that 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 Annual Meeting of the Chapter in May at which the Bylaws are proposed for adoption or amendment, and after approval by the Trustees of Maine Audubon at any regular or 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, provided that notice of such amendment(s) shall have been delivered personally or sent by mail, electronic mail, or fax to each Chapter member, at his or her address as shown on the records of the Chapter, at least fifteen (15) days before said meeting. If mailed, such notice shall be deemed delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. A copy of the proposed amendment(s) shall receive approval of the Executive Director of Maine Audubon before being mailed to the membership. Such amendment(s), approved by the membership, shall become effective only after approval by a vote of the Board of Trustees of Maine Audubon.

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