ARTICLE I - Name
The name of this association shall be the South Freeport Neighborhood Association.
ARTICLE II - Purpose
The purpose of the South Freeport Neighborhood Association (the “Association”) is to gather and communicate information on issues that affect the neighborhood, to organize social events which draw the neighborhood together, to preserve the historic character of the neighborhood, and to encourage support of and participation in the affairs of the town as a whole.
ARTICLE III - Membership and Dues
A. Anyone who has an interest in the Village of South Freeport and supports the purpose of the organization may join, regardless of where they live. Any household, having paid annual dues, shall have one vote at the annual meeting and all special or emergency meetings.
B. Annual dues shall be determined by the Directors.
C. The Association may carry out fundraising for specific projects or activities.
ARTICLE IV - Meetings
A. An annual meeting shall be held in South Freeport each year. The date, time and place shall be selected by the Directors. (The Directors shall set a month which makes sense given the fiscal year and the cycle of activities which will be important to the Association.) The Secretary shall provide notice to the members at least ten days before the date of the meeting.
B. Special meetings may be called by the President, by any three Directors, or by five percent of the active members. The Secretary shall provide all members with ten days advance notice of the date, time, place and purpose of a special meeting.
C. An emergency meeting may be called by the President, by any three Directors, or by five percent of the active members. The Secretary shall provide all members with one day or soonest possible notice of the date, time, place and purpose of the emergency meeting.
D. A quorum at any meeting shall be one-tenth of the active members.
ARTICLE V – Directors
A. The business and affairs of the Association shall be managed by a Board of not less than three nor more than nine Directors. The Members shall set the number of Directors each year at the annual meeting. The Directors may also appoint from their number, or from among such other persons as the Directors may see fit, such committees as the Directors may determine, which shall in each case have such powers and duties as shall from time to time be prescribed by the Directors. The President shall be a voting member ex officio of each committee appointed by the Directors.
B. During each year, after obtaining recommendations of committees and after consultation with members, the Directors will propose a program for the following year at the annual meeting, and will carry out such programs as the meeting may approve. The Directors shall also organize programs as required. The Directors, or a committee appointed by them, shall oversee all bills to be paid by the Association.
C. The Members shall elect the Directors each year at the annual meeting. Directors shall be elected to staggered two year terms by a majority of members present in person or by proxy.
D. The Board of Directors may fill any vacancy by the affirmative vote of a majority of the remaining Directors.
E. The Directors shall meet from time to time as is necessary to manage and oversee the affairs of the Association. Any two Directors may call a special meeting of the Directors by notifying the President, who shall notify the other Directors. A majority of the Directors shall constitute a quorum. Members of the Board of Directors or a committee of the Board may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means constitutes presence in person at the meeting.
F. As soon as practicable after each annual meeting of the membership, the newly elected Directors shall meet for the purpose of electing officers and the transaction of other business, and if a quorum of the Directors be then present, no prior notice of such meeting shall be required to be given.
ARTICLE VI - Officers
A. The officers of the Association shall be President, Vice-President, Secretary and Treasurer. All officers shall be elected by the Directors of the Association and shall hold office for two years or until their successors are elected. Any two offices may be held by the same person, provided that the President shall not also be a Vice-President if a Vice-President is appointed.
B. President. The President shall preside at the annual meeting and all special or emergency meetings. (S)he may call meetings of the officers and committees as (s)he determines the need.
C. Vice-president. The Vice-president shall assist the President, as the latter may request, in carrying out programs and attending meetings. (S)he shall, in the absence or disability of the President, serve as acting President.
D. Secretary. The Secretary shall take the minutes of all meetings of the Association and provide those minutes for distribution to members through the Association web site (if any). (S)he shall be the clearinghouse for the dissemination of all information about the Association. (S)he shall keep a list of all members of the Association and shall notify all members of the annual meeting and all special or emergency meetings.
E. Treasurer. The Treasurer shall collect dues from all members. (S)he shall have custody of all money of the Association and pay all bills that have been approved by the Directors or are provided for in the budget. At the annual meeting, the Treasurer shall present a budget for the coming year for approval by the members. At least once a year at the annual meeting, the Treasurer shall give an accounting of the Association's income and expenses.
Article VII- Association Assets and Earnings
A. The Association shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Directors.
B. No part of the net earnings of the Association shall inure to the benefit of any member, director, officer, individual (except that reasonable compensation may be paid for services rendered to or for the Association in carrying out one or more of its purposes); provided, however, that the Association may confer benefits upon its members in conformity with its purposes and upon dissolution or final liquidation may make distributions to its members as permitted by Title 13B of the Maine Revised Statutes, as amended (the Maine Non-Profit Corporation Act), and no such payment, benefit or distribution shall be deemed to be a dividend of distribution of income or profit.
C. Upon dissolution or liquidation the assets of the Association shall be transferred or conveyed only to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the Association, as provided in the Maine Non-Profit Corporation Act.
D. Any member, director, officer, employee, committee member or agent of the Association may be interested directly or indirectly in any contract relating to the operation of the Association, and may freely make contracts, enter transactions or otherwise act on behalf of the Association notwithstanding that such person may also be acting for himself or herself or for a third party in so doing; provided, however, that any such contract or transaction shall be at arm's length and be in compliance with the requirements of this Article VII.
ARTICLE VIII - Amendments
The By-laws may be amended at any annual or special meeting by a two-thirds vote of the members present, provided the subject matter of the amendments are given to all members at least ten days prior to the meeting.
