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CONSTITUTION
AND BYLAWS OF
SCARBOROUGH CROSSROADS CORPORATION
Article 1 Name
The name of this organization shall be Scarborough Crossroads
Corporation.
Article 2 Purpose
Sec. 1 The purpose of this organization shall be to support,
aid, assist and render useful service to not-for-profit community
organizations in developing web services and, to provide mentoring,
training, education and support, and to raise funds to carry on
the above.
Sec. 2 This organization is organized exclusively for charitable
and educational purposes within the meaning of section 501(c)(3)
of the Internal Revenue Code.
Article 3 Membership
Sec. 1 There shall be two classes of members: organizations
and individual. Individual members may not acquire web space on
the Crossroads web server.
Sec. 2 The annual membership year shall be January to December
or July to June governed by date of acceptance into membership.
Sec. 3 Membership in this organization shall be open to all
individuals and organizations interested in its objectives.
Sec. 4 Each member shall be entitled to one vote cast by its
appointed representative. An individual member also representing
an organzation, may cast only one vote.
Article 4 Board of Directors
Sec. 1 The Board of Directors shall consist of 8 members elected
by the voting membership 3 year terms. The webmaster shall be
an ex-officio member of the Board.
Sec. 2 There shall be 4 meetings of the Board of Directors
annually, one of which shall be the annual meeting.
Sec. 3 Special meetings of the Board of Directors may be called
by the president or any three Board members provided that at
least 48 hours notice is given.
Sec. 4 The Board of Directors shall manage the affairs of
the organization and shall exercise on its behalf all the rights,
powers and duties of the organization other than the power to
amend these By-laws and the power to dissolve the organization.
Sec. 5 No committee, officer or member of the organization
shall have any authority to make any contract, or incur any
indebtedness, obligation or liability in the name of or on behalf
of the organization without the authority and approval of the
Board of Directors.
Sec. 6 Unexpired vacancies on the Board of Directors shall
be filled by an affirmative vote of the majority of the remaining
Directors. A Director elected to fill a vacancy shall serve
for the unexpired term of his or her predecessor, which shall
be considered a full term if more than two years remain.
Sec. 7 A majority of the Directors, one of whom must be an
officer, shall constitute a quorum for the purpose of transacting
business at all meetings.
Article 5 Officers
Sec. 1 The Officers shall consist of a President, Vice President,
Treasurer, Recording Secretary and Corresponding Secretary, each
of whom shall be elected by a majority of the Board of Directors.
Sec. 2 The President and Vice President shall serve for a
one-year term, the Recording Secretary, Corresponding Secretary
and Treasurer shall serve for a two-year term.
Sec. 3 If an office becomes vacant, the Board may appoint
a member to fill the remainder of the term.
Article 6 Duties of Officers
Sec. 1 The President: To preside over and conduct all meetings
and to appoint all committee chairpersons and to be an ex-officio
member of all committees. The President will not vote except to
break a tie vote.
Sec. 2 Vice President: To perform the duties of the President
in the absence of the President and also to serve as President-elect.
Sec. 3 Treasurer: To keep and maintain the financial records
of the organization and to report the balance of funds on hand
at each meeting. The treasurer shall make a full report of the
financial transactions of the past year at the annual meeting.
Sec. 4 Secretary: To keep the minutes of all meetings and
to perform such other duties as may be delegated to the office
by the President.
Sec. 5 Corresponding Secretary: To serve as the registered
agent of the Corporation and perform such other duties as delegated
by the Board.
Article 7 Committees
Sec. 1 The President shall appoint standing committee chairpersons
from the Board of Directors. Other persons from the membership
at large may be appointed to serve on the committees.
Sec. 2 The chairperson of each committee shall submit all
projects and proposed actions to the Board of Directors for
approval prior to carrying out such projects or actions.
Article 8 Meetings
An annual meeting to elect officers and fill expired terms
on the Board shall be held in the month of February.
Article 9 Nominations and Elections of Directors
Sec. 1 The Nominating Committee shall consist of two members
appointed by the President.
Sec. 2 The report of the Nominating Committee including the
names of the Board members to be elected, shall be submitted
in writing to the membership 30 days before the annual meeting.
Sec. 3 Nominations must have the approval of the nominee.
Sec. 4 Nominations may be made from the floor with the approval
of the nominee.
Sec. 5 Election shall be by the majority vote of members in
good standing voting at the annual meeting
Article 10 Dues
Sec. 1 Organizational dues shall be payable annually and shall
become due on January 1 or July 1 according to date a sponsoring
organization is accepted into membership. Dues shall not be pro-rated.
Sec. 2 The Board of Directors shall determine the amount of
dues for the coming year at its November meeting.
Article 11 Dissolution of the Corporation
Upon dissolution of the Corporation or the termination of
its activities, the assets of the Corporation remaining after
the payment of all its liabilities shall be distributed exclusively
to one or more Scarborough organizations organized and operated
exclusively for such purposes as shall then qualify as a exempt
organization under Section 501(c)(3) of the Internal Revenue Code
of 1986, as amended and as a charitable, religious, eleemosynary,
benevolent or educational corporation within the meaning of Title
13-B, of the Maine Revised Statutes as amended.
Article 12 Member Compensation
No part of the net earnings of the Corporation shall inure
to the benefit of any member, director, or officer of the Corporation,
or in any private individual (except that reasonable compensation
may be paid for services rendered to or for the Corporation in
carrying out one or more of its purposes), and no personal member,
director, or officer of the Corporation, or any private individual,
shall be entitled to share in the distribution of the corporate
assets on dissolution of the Corporation.
Article 13 Amendments
Sec. 1 Amendments to this Constitution and Bylaws may be proposed
by advance written notification at least 30 days before presentation
to the membership at the annual meeting. A two-thirds vote of
the members in good standing is required for adoption at the annual
meeting or at a special meeting called by the President with proper
notification.
Sec. 2 The Treasurer shall keep the roll of members in good
standing and notify members of the date of the annual meeting
30 days in advance of the meeting.
Article 14 Voting
The representative of an organizational members may be present
and voting at the annual meeting OR submit one electronic ballot
on behalf of the organization prior to the meeting. The electronic
ballot shall be a facsimile of the printed ballot.
Article 15 Parliamentary Procedure
Roberts Rules of Order, Revised, when not in conflict with
these Constitution and Bylaws shall govern the proceedings of
this organization.
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Enacted :
5-17-99;
revision history:
4/19/01;
2/18/03;
amended March 16, 2004
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