BCDI Bylaws (under revision)
ARTICLE I – NAME, PURPOSE
Section 1: The name of the organization shall be the Bowdoinham Community Development Initiative – BCDI. It may be equally known and referred to by its complete name or the acronym BCDI.
Section 2: BCDI is organized exclusively for not-for-profit activities related to its vision and mission, attached.
ARTICLE II – MEMBERSHIP
Section 1: BCDI may offer membership to the citizens of Bowdoinham and others who support the organization’s vision and mission. The Board of Directors may establish a fee, or fees, to be charged for said membership.
ARTICLE III – MEMBERSHIP MEETING
Section 1: Annual Meeting. The date of a regular annual meeting open to the full membership of the organization shall be set by the Board of Directors who shall also set the time and place.
Section 2: Special Meetings. Special meetings may be called by the Chair or any two members of the Board.
Section 3: Notice. Notice of each meeting shall be given to each member of the organization by email, not less than ten days before the meeting.
ARTICLE IV – BOARD OF DIRECTORS
Section 1: Board Role, Size, Compensation. The Board is responsible for overall policy and direction of the organization, and delegates responsibility for day-to-day operations to the BCDI Manager. The Board shall have up to nine and not fewer than five members. The board receives no compensation for their participation as a Board member. The BCDI Manager may be a member of the Board and may hold any position on the Board except Chair or Treasurer. This will be reviewed annually.
Section 2: Meetings. The Board shall meet at least quarterly, at an agreed upon time and place.
Section 3: Board Elections. The initial BCDI Board will be self-declaring and adopt Bylaws by which it will subsequently be governed. The Selection of additional Board members will take place on the recommendation of 60% of the current Board members. They will be elected by consensus of the current directors and nominated and vetted by a process to be determined by the Board. Election of current Board members to a second term will occur as the first item of business at the Board meeting called at least one month prior to the expiration of the Board member’s term.
Section 4: Terms. All Board members shall serve two year terms, and are eligible for re-election.
Section 5: Quorum. A quorum must be attended by at least sixty percent of the Board members before business can be transacted or motions made or passed.
Section 6: Notice. An official Board meeting requires that each Board member have written (or email) notice five days in advance.
Section 7. Officers and Duties. There shall be three officers of the Board consisting of a Chair, Secretary and Treasurer. In the absence of the Chair, an acting Chair may be designated by the members of the Board by consensus. Their duties are as follows:
The Chair shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the Board to preside at each meeting, and will approve a draft agenda prepared for each meeting by the Manger..
The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, distributing copies of minutes and the agenda to each Board member, and assuring that corporate records are maintained.
The Treasurer shall make a report at each Board meeting. Treasurer shall assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.
Section 8: Vacancies. When a vacancy on the Board exists, nominations for new members may be made by present Board members and shall be presented to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member’s term.
Section 9: Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if s/he has three unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a seventy-five percent vote of the remaining directors.
Section 10: Special Meetings. Special meetings of the Board shall be called upon the request of the Chair or one-third of the Board. Notices of special meetings shall be sent out by the Secretary to each Board member five in advance.
ARTICLE V – COMMITTEES
Section 1: The Board may create committees as needed, such as fundraising, loan approval, program development etc. The Board Chair appoints all committee chairs. Committees will be made up of members of BCDI.
Section 2: Finance Committee. The Treasurer is chair of the Finance Committee, which includes two other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget. The Board must approve the budget. Any transfer between lines in the budget of $500 or more, or any extra-budgetary expense must be approved in advance by the Board. The fiscal year shall be the calendar year. Annual reports will be prepared by the Manager and certified by the Treasurer and are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the membership, Board members and the public.
ARTICLE VI – AMENDMENTS
Section 1: These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.
ARTICLE VII – DISTRIBUTION OF ASSETS ON FINAL LIQUIDATION OR DISSOLUTION
All assets of BCDI upon dissolution or final liquidation of the organization shall be given to the Town of Bowdoinham, per approval of the Select Board, for the purpose of furthering the work of the Community Development Office of the Town.
These Bylaws were approved at a meeting of the Board of Directors of BCDI on 8 June 2012.
Tony Cox, Chair
Laurel Waterman-Lopez, Treasurer
Kathleen Gallant, Secretary