Amendments to Maine Audubon Bylaws Proposed

February 25, 2009

Topics: Special Events

 

The Board of Trustees of Maine Audubon is recommending amendments to our Bylaws to reflect our current practice, to eliminate any inconsistent provisions, and to update them to assure compliance with Maine's statutes governing nonprofit organizations. These updated Bylaws will be the subject of a membership vote in June 2009.

The most significant changes reflected by the proposed new Bylaws are:

1. Organizational structure and name -- Maine Audubon would become a nonmembership nonprofit corporation under Maine law, removing members' right to vote. To bring our name into conformity with our practice, we would file an application with the state to do business as "Maine Audubon" rather than as "Maine Audubon Society."

2. Board size -- a Board of between 9 and 39 Trustees would be authorized and each Chapter would be allowed (but not required) to name a Trustee.*

3. Term limits -- Trustees would have three, three-year terms. This is a change from our current Bylaws which authorize Trustees to serve two, three-year terms. The outgoing Board Chair is permitted (but is not required) to serve one year as a Trustee after the expiration of his or her term as Chair even though such service exceeds nine years.

4. Officer term limits -- to provide maximum flexibility, Board officers would not have term limits.

5. Committees -- membership on the Executive Committee would include the Board Chair, Vice Chair, Treasurer and Secretary. Although not specifically enumerated in the Bylaws, the chairs of the Education and Conservation Committees serve as additional members of the Executive Committee. The Executive Committee will also have the discretion to appoint additional members to the Executive Committee. The immediate past Board Chair may (but is not required to) serve on the Executive Committee for a one-year term.

6. Board meeting quorum -- one-third of the total number of Trustees would constitute a quorum for Board meetings.

* April 29, 2009, revision