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Bylaws

 

NORTH DEERING NEIGHBORHOOD ORGANIZATION

Portland, Maine

By-laws

 

Article I – Name and Purpose

  • NAME:  The name of the organization shall be the "North Deering Neighborhood Organization," hereinafter referred to as the "organization."
  • PURPOSES:  The organization is established to advocate for the interests of North Deering residents in City, State, and school affairs, including but not limited to recreational issues, sidewalks, open space, school policy and funding, taxes, and traffic, and to further any of the purposes listed in its Articles of Incorporation.
  • FISCAL YEAR:  The fiscal year of the Organization will begin on November 1.

Article II – Membership and Dues

  • ELIGIBILITY:  All individuals who are eighteen years of age or older and whose primary residence is within than part of Portland, Maine eligible to attend Lyseth Elementary School, are eligible to become voting members of the Organization.  Corporations or other business entities located within the same geographical area applicable to individual voting members may become voting members and will have one vote.
  • REGISTRATION/ DUES:  A person who is eligible to become a voting member or associate member of the Organization may become a member by paying the annual dues to the Treasurer according to the following schedule:  Family membership (membership for all family members eighteen and older living in the same household) - $25.00; Individual - $15.00; Low Income Family $6.00; Low Income Individual, Senior Citizen (over age 62), Student-$3.00. (Low Income is anyone who is receiving some form of federal assistance); Business/organization (covers a single designated individual who is not otherwise a voting member) -$50.00. Dues may be waived by vote of the Board, or any Committee designated by the Board, in cases of economic hardships.  Memberships run for the fiscal year in which the dues are paid, beginning upon payment.  First-time members may elect in advance to pro-rate their dues based upon the date membership commences.  A registration list of voting members and associate members will be maintained by the Secretary of the organization, and cards may be issued to each member.  The annual dues schedule may be changed by an affirmative vote of 2/3 of the Board of Directors (hereafter the "Board").
  • Upon registration, a business member, through its president, the owner, or other duly authorized individual, shall give the Secretary the name of the individual who may cast the vote for the business.  This designation may be changed from time to time by written notification from the president, owner, or duly authorized individual to the Secretary.
  • RIGHTS OF MEMBERS
    • Voting
      • Each voting member of the Organization in good standing shall be entitled to cast one vote in the election of the Directors of the Organization.
      • At every meeting of the Organization, voting members in good standing shall be entitled to vote in person on any action called to the floor.
      • Voting members may amend the by-laws pursuant to Article V.
      • Voting members may dissolve the Organization when called for by 2/3 of the voting membership.
    • Voting Members of the Organization may:
      • Attend and participate in any meeting of the Board and of its subcommittees and any other meeting, which may be authorized under these by-laws.
      • Sit on committees of the Organization as designated by the Board of Directors.
      • Call a meeting of the Board when 2/3 of the membership calls for such a meeting at a meeting of the Organization.
      • Inspect any records of the Organization.
      • Exercise all other rights conferred by these by-laws.
      • Serve as a Director of the Organization when duly elected by the membership.
  • RESIGNATION:  Any voting or associate member who wishes to resign from the Organization may indicate in writing that his or her name be removed from the registration list.  Resigning members are not entitled to a refund of any dues paid to the Organization.
  • MEETINGS OF THE MEMBERSHIP; ANNUAL MEETING:  The membership of the Organization shall meet at least twice per year.  .  The annual meeting shall take place in October.  At the annual meeting, the membership shall elect persons to serve on the Board as hereinafter provided.  Each meeting of the membership shall be held at such time and place in the North Deering neighborhood as shall be designated in the notice of such meeting. 
  • SPECIAL MEETINGS:  A special meeting of the membership may be called by the President, by the Board, or by a written request of 50 members or 1/4 of the membership, whichever is less.
  • QUORUM:  At any duly called meeting of the members of the Organization, 20 members shall constitute a quorum.
  • NOTICES OF MEETINGS:  Written notice of each meeting of the members of the Organization shall be given by such means as flyers, posters, electronic notice, and newspaper announcements and shall be given at least seven (7) days prior to the date of the meeting, except in the case of a special meeting called for an emergency purpose where less than seven (7) days advance time is available.

 

Article III -- Board of Directors

 

  • NUMBER, ELECTION AND TERMS:   Directors are to be elected by the majority vote of the Members at the Annual Meeting of the Organization.  The Board of Directors shall consist of at least eleven (11) members, but no more than nineteen (19) members.  New directors shall be elected at the Initial Meeting of the Organization.  The Directors shall serve staggered terms of three years, commencing upon their election, as so determined by the Members at the Initial Meeting.  Any Director elected at a subsequent Annual Meeting shall serve a term expiring in such year as designated by the Membership.  A Director shall serve for the three year term, or for the remaining portion of the term in the case of a vacancy, and until a replacement is elected by the membership at the annual meeting of the Organization.  No Director shall serve more than two (2) consecutive three year terms without the approval of 2/3 of the membership at the annual meeting at which the Director is elected.  A portion of a term shall not count as a term for purposes of the term limit noted above.
  • NOMINATING COMMITTEE:  A nominating committee of up to five (5) Directors shall seek candidates for election to the Board of Directors.  The nominating committee shall submit to the Board and the Secretary of the Organization a list of nominees for Directors, which shall be in writing and signed by a majority of the members of the nominating committee and shall be made available for inspection by any member of the Organization during normal business hours.  Such list shall be presented to the Board at its regular meeting taking place immediately prior to the Annual Meeting.   At the Annual Meeting, the Secretary shall present the list to the voting members who shall, without motion or other further proceedings, constitute a valid nomination of each persons listed therein as a nominee for Director.  At the Annual Meeting, nomination shall also be in order from the floor up to the time of actual election.  The nominating committee shall attempt to ensure that all sections of North Deering are represented on the Board.
  • RESIGNATION AND REMOVAL:  Any Director may resign at any time by giving written notice to the Board of such decision to resign.  Unless indicated in the notice to the contrary, any such resignation shall be effective immediately upon submission or transmission to the Board.  In addition, any Director may be removed as a Director by the affirmative vote of two-thirds (2/3) of the Directors then in office at any regular meeting of the Board called and convened for such purposes, for conduct detrimental to the interest of the Organization, or for lack of sympathy with its objectives or for malfeasance or misfeasance.
  • VACANCIES:  Vacancies of the Board shall be filled by the affirmative vote of the majority of all remaining Directors then in office, and the Director(s) so chosen shall hold office until their respective successors are duly elected.
  • REGULAR MEETINGS:  The Board shall hold a regular meeting in order to transact the business of the Organization.  Additional meetings of the Board may be held at such times as may be fixed by resolution of the Board, or by written request of three (3) Directors of the Organization.   Special meetings of the Board may take place via telephone or similar means of communication where each of the Directors is capable of hearing each other.  In addition, following notice applicable to special meetings of the Board, the Board may conduct a vote through electronic means where such vote is held open for 48 hours, provided each Director is capable of receiving electronic messages and voting electronically.  Any electronic vote of the Board may not be certified until the sooner of the close of the voting period, or the receipt of the vote of each of the Directors. An electronic vote shall be counted as received for purposes of closing a vote where, prior to the closure of the vote, the Director provides advance notice of unavailability for the vote. 
  • NOTICE OF MEETINGS:  Notice of all meetings of the Board shall be given by telephonic, mail, or electronic means, which such notice shall be posted at least two (2) days prior to the meeting, such notice to be directed to the usual business or residence address of the Director.  Notice of any special meeting of the Board shall be posted in such places or through such means as shall serve to make the general membership aware of such meeting at least two (2) days prior to said special meeting.  Any business to be transacted at any meeting of the Board need not be specified in the notice of such meeting.  All meetings of the Board shall be open to the membership of the Organization.
  • CHAIRPERSON:  At all meetings of the Board, the President, or in his/her absence, the Vice President, or in their absence, a chairperson chosen by the Directors present shall preside.
  • QUORUM:  At all meetings of the Board, the presence of one third of the Directors shall constitute a quorum.
  • REMOVAL FROM BOARD FOR THREE CONSECUTIVE UNEXCUSED ABSENCES:  Unless excused for any meeting by a majority vote of the Board, any Director who is absent for three (3) consecutive regular Board meetings shall be removed from the Board.  After two (2) consecutive unexcused absences, the Board shall notify the member of their impending removal should another meeting be missed.  The Board shall fill the removed member's terms under Article III, Section 4.
  • RESPONSIBILITIES of the BOARD of DIRECTORS:  The Board of Directors are responsible for the day to day operation of the organization to further the goals established for the Organization by the membership in the Articles of Incorporation, in the by-laws, at the annual meeting, and by other means.
  • The Board of Directors is also responsible for maintenance of property belonging to the organization, including financial and real estate assets.  No property belonging to the Organization worth more than $500 may be sold, given away, or otherwise disposed of except by affirmative vote of two-thirds (2/3) of duly attending voting members of the Organization at a meeting of the membership provided that notice of the proposed disposition has been included in the notice of the meeting.
  • CONFLICT OF INTEREST:  No officer or director may participate in a decision of the Board of Directors which may reasonably be expected to benefit him or her personally or professionally, or benefit a member of his or her household or immediate family.

 

Article IV -- Officers

 

  • NUMBER:  The officers of the Organization shall be President, Vice President, Secretary and Treasurer.
  • ELECTION AND TERM OF OFFICE:  All officers shall be members of the Board, shall be at least 18 years of age and shall be elected for one year terms.  At the Annual Meeting as the next order of business following the election of the Board, nominations shall be taken for the office of President and following that election; nominations shall be in order for the office of Vice President.  The Board from among their own number at the first Board meeting following the Annual Meeting shall elect the Secretary and Treasurer.  No person may hold more than one office simultaneously.  No person may serve more than two (2) terms as President within any four-year period.
  • VACANCIES:  In case an office of the Organization becomes vacant the majority of the Directors then in office may elect an officer to fill such vacancy to serve the unexpired term.
  • PRESIDENT:  The President shall have and exercise general charge and supervision of the affairs of the Organization and shall act as chairperson of the Board.  Only the President or a person designated by the President shall act as official spokesperson of the organization.
  • VICE PRESIDENT:  At the request of the President, or in the event of his/her absence or disability, the Vice President shall perform the duties and possess and exercise the powers of the President, shall have other powers as the Board may determine, and shall perform such other duties as may be assigned to him/her by the Board.
  • SECRETARY:  The Secretary shall keep the minutes of all meetings of the Board and all meetings of the general membership of the Organization.  The Secretary shall also have charge of all non-financial books and records of the Organization, including the voting register.  The Secretary shall further perform such other duties as shall be assigned by the Board.
  • TREASURER:  The Treasurer shall receive, hold and disburse or cause to be handled, all funds of the Organization to be deposited in a financial institution and keep the same vested in accordance with the instructions of the Board.  The Treasurer shall keep, or cause to be kept, a full account of all monies received and paid out and shall make a report of the same and of all funds in the Organization’s accounts at the Annual Meeting and at each regular meeting of the Board.  The President must approve all disbursements in excess of $50.00.  The Treasurer shall be bonded by the Organization.

Article V -- Amendments

 

  • The Organization may amend or repeal any provision of these by-laws by the affirmative vote of two-thirds (2/3) of the voting members of the Organization present at any regular meeting of the Organization, provided that notice of the proposal to amend or repeal these by-laws shall have been submitted to the Board or the Secretary in time to be included in the notice of the quarterly meeting, and shall, in fact, have been included in said notice of the quarterly meeting.
  • The Board of Directors may amend or repeal any provision of these by-laws with the affirmative vote of 2/3 of the Directors.  Such action may take place at any meeting of the Board of Directors, provided that notice of the proposal to amend or repeal has been communicated to the Secretary, who shall include a notice of the proposal on the announcement or agenda of the meeting.

 

Adopted April 9, 2002

  

ATTESTED TO AND CERTIFIED

  

By: __________________________

Daniel B. Breton, Secretary