At the MEEA Annual Meeting during the 2009 Conference on March 27, members will be asked to vote on the amended MEEA by-laws. Please review the by-laws below. The items in blue are suggested changes as proposed by the board.  

CONSTITUTION AND BY-LAWS
MAINE ENVIRONMENTAL EDUCATION ASSOCIATION
Draft as reviewed by Board on 9-3-08 — suggestions in yellow
By-laws committee changes in grey

PREAMBLE
Comprehensive environmental education programs are needed to help all citizens acquire the concepts, skills and attitudes that form the basis for people to live in harmony with their environment. The end result should be the highest level of economic prosperity, social satisfaction, and environmental beauty and richness that earth can sustain in perpetuity. It is this philosophy to which the Maine Environmental Education Association stands committed.

ARTICLE I — NAME
The name of this corporation shall be the Maine Environmental Education Association.

ARTICLE II — PURPOSE AND POLICIES

SECTION 1. PURPOSE
The primary purpose of this Association shall be to promote environmental education, in its broadest sense, among the citizens of Maine. Specifically, this Association shall work to:

A. Serve as a vehicle through which organizations, groups and individuals involved in environmental education in Maine may share ideas and information and coordinate efforts to meet their educational goals.

B. Develop public sensitivity to and understanding of Mane’s environment, natural resources and associated problems. Of special concern will be ensuring that environmental education is a part of every Maine youth’s learning experience.

C. Increase public understanding of the importance and methods of environmental education as a means of maintaining and improving environmental quality and the quality of human life.

SECTION 2. POLICIES

A. The organization shall confine its activities to those in direct furtherance of its goals, refraining from any political activity that is prohibited for organizations that have been granted federal tax exemption under section 501(c) (3) of the Internal Revenue Code.

B. This association shall be operated as a non-profit corporation pursuant to the Maine General Corporation Act and exclusively for the promotion of education within the meaning of section 501(c) (3) of the Internal Revenue Code of 1954, as amended, or the corresponding provision of any future United States Internal Revenue law. No part of the Corporation’s net earnings shall inure to the benefit of any officer, director or other individual, except compensation for services rendered in its behalf and to make payments and distributions in furtherance of the purposes and functions set forth in the Article.

C. The Board of Directors or its designee shall have the sole authority to govern, represent or speak for the Corporation.

ARTICLE III — ASSOCIATION MEMBERSHIP

SECTION 1. COMPOSITION
Membership in this Association shall be open to any person who supports the purposes, functions and policies of the organization as stated in Article II of these by-laws.

A. CLASSES
i. Individual: Contingent on payment of specified membership dues.
ii. Organizational: Any organization that pays specified membership dues.

B. VOTING RIGHTS

All members, whether individuals or organizations, shall have one vote only.

SECTION 2. MEMBERSHIP DUES
Membership dues shall be established by the Board of Directors and the membership year shall run from Annual Meeting to Annual Meeting.

ARTICLE IV — BOARD OF DIRECTORS MEMBERSHIP

SECTION 1. COMPOSITION

A. SIZE and TERMS
The Association shall be governed by a Board of Directors of seven to fifteen individuals elected by and responsible to the membership for staggered terms of two years. Terms shall begin immediately after the election at the annual membership meeting and end at the annual meeting two years later. All Directors must be members of the Association.

B. VACANCIES
If an unscheduled vacancy occurs on the Board, the vacancy may be filled for the unexpired term by appointment of a quorum of the entire board Board of Directors. The board on its own motion may fill any vacancy not filled at the Annual Meeting.

C. NOMINATIONS
A request for nominations will be circulated to the entire membership two months prior to the regular elections. From the nominations, Directors shall recommend a slate of candidates for Board positions to fill vacancies. These recommendations will be circulated to the full membership prior to the election held at the annual meeting.

D. DUTIES
Board members will be responsible for attending a minimum of 75% of scheduled Board meetings with exceptions considered by the Executive Committee.

SECTION 2. OFFICERS

A. The Association shall have the following officers: President, President-elect, Treasurer, Secretary.

B. DUTIES OF OFFICERS
i. President shall perform such duties as usually pertain to the officer of president; shall preside at all meetings of the Association and the Executive Committee; shall appoint the members of all committees on the Board; and shall sign all documents requiring the president’s signature.

ii. President — elect shall perform the duties of the president in the absence or incapacity of the president and shall succeed the president.

iii. Secretary shall keep an accurate record of the activities of the Association and Executive Committee; shall be responsible for the correspondence of the Board; shall prepare and keep a listing of Directors on all special and standing committees; shall keep a corporate seal of the corporation; and shall keep or cause to be kept a membership book or record showing the names and addresses of all members.

iv. Treasurer shall keep and maintain accurate and complete books of account; shall supervise the disbursement of funds subject to the direction and approval of the board; shall deposit all funds to the credit of the Corporation as designed by the Board; shall serve as chairperson of the Finance Committee; and shall report the financial standing of the organization at the annual meeting, Board meetings and at such times as the board may require.

C. TERM OF OFFICE

The term of office for all officers shall be two years, which can be renewed.

D. RESIGNATION

Upon resignation of an officer prior to the expiration date of his or her term the Board of Directors may appoint a replacement. If no Board member is available, any association member will be eligible. This person shall then replace and serve out the term of the resigning Officer.

SECTION 3. EXECUTIVE COMMITTEE

The voting officers of the Association, composed of president, president-elect, treasurer and secretary shall form an Executive Committee. This committee will represent the Board between Board meetings.

ARTICLE V — COMMITTEES

The following committees may be appointed annually by the president to provide for organizational maintenance and to further the purposes of the Association. Other Committees may be formed as needed to further the purposes of this Association. Any member is eligible to serve.

A. FINANCE

To manage the funds of and to prepare a budget for the Association.

B. NOMINATING

To present a slate of officers and directors of the Board to the membership at the Annual Meeting.

C. ANNUAL MEETING

To plan and coordinate the Annual Meeting of the Association.

D. COMMUNICATIONS/MEMBERSHIP

To coordinate association communications and maintain membership records.

ARTICLE VI — MEETINGS

SECTION 1. REGULAR MEETINGS

Regular meetings of the Board of Directors will be held at least four times per year at a time and place acceptable to the Directors. One of these meetings will be combined with the annual membership meeting.

SECTION 2. ANNUAL MEETING

The Annual Meeting of the Maine Environmental Education Association shall be held at a place and time determined by the Directors. The purpose of this meeting shall be to elect directors and officers and provide an information exchange among state environmental educators.

SECTION 3. SPECIAL MEETINGS

Special meetings may be called by the President, by a majority of the Board of Directors, or by twenty members of the Association or by ten percent of the Association’s membership — which ever is greater.

SECTION 4. QUORUM

A. The members present at a regular or special meeting of the Association shall constitute a quorum for transaction of business when the members have been duly notified.

B. A majority of the Directors of the Board shall constitute a quorum for the transaction of business. Directors may participate electronically in a meeting to meet the needs of a quorum with Board approval.

SECTION 5. NOTICES OF MEETINGS

A. For general membership meetings, notice of the meetings shall be sent in writing to all members of the Association not less than ten days prior to the meeting date.

B. For Board of Directors’ meetings, notice shall be given at least seven days in advance in writing to each member of the board.

SECTION 6. ORDER OF BUSINESS

Where applicable, “Robert’s Rules of Order” shall govern.

SECTION 7. ELECTRONIC VOTING

When appropriate, the Executive Committee and/or Board may execute a vote electronically between meetings. A quorum is still needed for a passing vote and the vote must be noted within the minutes of the following regular meeting of the board.

ARTICLE VII — LIABILITY FOR DEBTS (need to be looked at more thoroughly)

No member of the Association shall be liable for the debts of the Association.

ARTICLE VIII — RECEIPTS OF GIFTS, CONTRIBUTIONS, GRANTS

The Association may accept bequests, gifts, donations, and grants to be used at the discretion of the Association to further its purposes as stated in these by-laws.

ARTICLE IX — FISCAL AGENT
The association may use the 501c3 status of an appropriate organization to act as a fiscal agent for certain projects or for funding security.

ARTICLE X — FISCAL YEAR

The fiscal year of the Association shall be from January 1 to December 31, inclusive.

ARTICLE XI — AMENDMENTS

Amendments may be introduced by any member of the Association. Amendments of these articles must be approved by a majority of the Board of Directors and by two-thirds of the members present at the annual membership meeting.

ARTICLE XII — DISSOLUTION

Upon the dissolution of the Corporation or the winding up of its affairs, whether voluntary or involuntary, the assets of the Corporation remaining after the payment or provisions for payment of all debts and liabilities of the Corporation shall be distributed exclusively to one or more organizations whose purpose is related to environmental education and which, at the time of such distribution, qualifies under the provisions of Section 501 (c) (3) of the Internal Revenue Code and the regulations there under as they may exist at the time of such distribution.

These By-laws were enacted on 29 April 1989, amended 30 April 1991, amended Fall, 2002, and replace all previous By-laws.
Committee revised September 2008. To be ratified spring 2009.
Discussed at board meeting on September 3, 2008.