Bylaws of the Maine Assembly on School Based Health Care
ARTICLE I
Articles of Incorporation, Office, Location, Seal and Section Headings
Section 1. Articles of Incorporation.
The name of this corporation shall be as set forth in the Articles of
Incorporation. References in these bylaws to the Articles of
Incorporation shall mean this corporation's Articles of Incorporation
as from time to time in effect. References in these bylaws to the Maine
Nonprofit Corporation Act and to particular sections of the Act are to
the Act and such sections as from time to time in effect.
Section 2. Office and Location.
The registered office of the corporation shall be that office specified
in the Articles of Incorporation. This corporation is located in the
State of Maine at that place specified in the Articles of
Incorporation. The principal office and place of business of this
corporation shall be at such place as the Board of Directors shall fix.
Section 3. Seal. The seal of this corporation shall be
circular in form with the name of the corporation, the word "Maine" and
the year of its incorporation so engraved on its face that it may be
embossed on paper by pressure, provided that the Board of Directors may
adopt a Maine common embossing-type seal or a wafer seal in any form in
respect of any particular document or instrument, in which case such
embossing-type or wafer seal affixed to such document or instrument
shall be the corporate seal of this corporation thereon for all
purposes provided by law.
Section 4. Section Headings.
The headings of Articles and Sections in these bylaws are for
convenience only, and shall not be taken into account in construing
these bylaws.
ARTICLE II
Purposes, Mission and Goals
Section 1. Purposes.
This corporation is incorporated for charitable, scientific and
educational purposes within the meaning of Section 501(c)(3) of the
Internal Revenue Code as may be amended from time to time. No part of
the net earnings of the corporation shall inure to the benefit of, or
be distributed to, its Directors, officers or other private persons;
except that the corporation is authorized and empowered to pay
reasonable compensation for services rendered and to make payments and
distributions in furtherance of its purposes, mission and goals. No
substantial part of the activities of the corporation shall be the
carrying on of propaganda or otherwise attempting to influence
legislation, and the corporation shall not participate or intervene in
any political campaign on behalf of any candidate for public office.
Notwithstanding any other provision of these Bylaws, the corporation
shall not carry on any other activities not permitted to be carried on
by a corporation exempt from federal income tax or the corresponding
provisions of any subsequent federal laws.
Section 2. Mission.
The mission of the corporation is to support the development and
operations of school based health care services in Maine and to improve
access to quality health care services for Maine’s children and
adolescents.
Section 3. Goals. Specific goals to support the corporation’s mission shall be as determined by the Board of Directors from time to time.
ARTICLE III
Members
Section 1. Eligibility.
Any interested person may become a Member of the corporation upon
satisfaction of the requirements for membership and any payment of any
dues or charges as determined by the Board of Directors from time to
time.
Section 2. Termination of Membership.
Membership in the corporation may be terminated, with or without cause,
by the affirmative vote of two-thirds (2/3) of the Board of Directors
present at any meeting. Membership in the corporation shall be
suspended if a member is delinquent for a period of more than thirty
(30) days in any required payment due to the corporation, until such
time as all amounts due are paid in full.
ARTICLE IV
Board of Directors
Section 1. Number, Qualification and Term.
The Board of Directors shall consist of the four officers as set forth
in Article VIII and from one (1) to four (4) at-large members.. The
Directors shall be elected at the annual meeting of Members. Each
Director elected shall serve for a two year term. Any Director may be
re-elected to the Board. Directors must be members of the corporation
or representatives of organizational members.
Section 2. Vacancies, Resignation and Removal.
Any vacancy in the Board of Directors, including newly created
Directorships created by increase in the number of Directors, may be
filled by a majority vote of the Directors present at any meeting. Any
Director so appointed shall serve until the next annual meeting of
Members, at which the vacancy shall be filled by election by the
Members. Any Director may resign his office by delivering a written
resignation to the President or Clerk. Directors may be removed from
office in any manner prescribed by the Maine Nonprofit Corporation Act.
Section 3. Powers.
The Board of Directors shall manage and control the business, property
and affairs of the corporation. In the management and control of the
business, property and affairs of the corporation, the Board of
Directors is hereby vested with all of the powers and authority of the
corporation itself, so far as not inconsistent with the Maine Nonprofit
Corporation Act or other laws of the State of Maine, the Articles of
Incorporation or these Bylaws.
Section 4. Compensation and Expenses.
Directors as such shall not receive any stated salaries for their
services, but by resolution of the Board of Directors, expenses of
attendance, if any, may be allowed for attendance at each regular or
special meeting of the Board; provided that nothing herein contained
shall be construed to preclude any Director from serving the
corporation in any other capacity and receiving compensation therefore.
ARTICLE V
Meetings of the Members
Section 1. Annual Meeting. The annual meeting of Members shall be
held at such time and place as shall from time to time be fixed by the
Board of Directors. Notice of such annual meetings shall be as provided
by the Maine Nonprofit Corporation Act. The Members, at the annual
meeting, shall elect Officers and other members of the Board of
Directors and shall conduct such other business as is set forth in the
Notice.
Section 2. Special Meetings. Special meetings
of the Members may be called by the President, any two (2) Directors or
by written request of ten percent (10%) of the Members. The person or
persons calling the special meeting shall fix the time and place
thereof.
Unless notice of a special meeting is waived in the
manner prescribed by the Maine Nonprofit Corporation Act, notice of
each special meeting of the Members shall be given by the Clerk,
Secretary or the person or persons calling the special meeting as
provided by the Maine Nonprofit Corporation Act. The giving of notice
of a special meeting of the Board of Directors by the person or persons
authorized to call the same shall constitute the call thereof.
Section 3. Attendance as Waiver of Notice.
Attendance of a Member at any meeting shall constitute a waiver of
notice of such meeting, except where a Member attends for the express
purpose, stated at the commencement of the meeting, of objecting to the
transaction of any business because the meeting is not lawfully called,
noticed or convened.
Section 4. Quorum and Vote Required.
Fifteen (15) Members shall constitute a quorum for the transaction of
business at annual or special meetings. The Members present at a duly
called for held meeting at which a quorum was once present may continue
to do business and take action at the meeting notwithstanding the
withdrawal of enough Members to leave less than a quorum. Any meeting
may be adjourned from time to time by a majority of the votes cast upon
the question, whether or not a quorum is present, and the meeting may
be held as adjourned without further notice if the time and place to
which it is adjourned is fixed and announced at such meeting. The vote
of a majority of the Members present at a meeting at which a quorum is
present shall be the act of the Members unless the vote of a greater
number is required by these bylaws or the Maine Nonprofit Corporation
Act. No Member shall be permitted to vote by proxy at a meeting of the
Members.
Section 5. Action by Consent. Any action
required or permitted to be taken at a meeting of the Members may be
taken without a meeting if all of the Members sign written consents
setting forth the action taken or to be taken, at any time before or
after the intended effective date of such action. Such consents shall
be filed with the minutes of Members' meetings and shall have, and may
be stated by any officer of the corporation to have, the same effect as
a unanimous vote of Members at a legal meeting thereof. Any such action
taken by unanimous written consents may, but need not be, set forth in
such consents in the form of resolutions or votes.
ARTICLE VI
Meetings of the Board of Directors
Section 1. Annual Meeting.
The annual meeting shall be held at such time and place as shall from
time to time be fixed by the Board of Directors. Unless otherwise
specified by the Board, no notice of such annual meetings shall be
necessary, except as otherwise provided by the Maine Nonprofit
Corporation Act.
Section 2. Regular Meetings. Regular
meetings of the Board of Directors shall be held at such time and place
as shall from time to time be fixed by the Board. Unless otherwise
specified by the Board, no notice of such regular meetings shall be
necessary, except as otherwise provided by the Maine Nonprofit
Corporation Act.
Section 3. Special Meetings. Special
meetings of the Board of Directors may be called by the President or
any three (3) Directors. The person or persons calling the special
meeting shall fix the time and place thereof.
Unless notice of
a special meeting is waived in the manner prescribed by the Maine
Nonprofit Corporation Act, notice of each special meeting of the Board
of Directors shall be given by the Secretary or the person or persons
calling the special meeting. It shall be sufficient notice to a
Director of a special meeting to send notice by mail at least 48 hours,
or by telefax at least 24 hours, before the meeting addressed to him at
his usual or last known business or residence address, or to give
notice to him in person or by telephone at least 24 hours before the
meeting. Neither the business to be transacted at, nor the purpose of,
any regular or special meeting of the Board of Directors need be
specified in the notice of the meeting, except as otherwise required by
the Maine Nonprofit Corporation Act. The giving of notice of a special
meeting of the Board of Directors by the person or persons authorized
to call the same shall constitute the call thereof.
Section 4. Attendance as Waiver of Notice.
Attendance of a Director at any meeting shall constitute a waiver of
notice of such meeting, except where a Director attends for the express
purpose, stated at the commencement of the meeting, of objecting to the
transaction of any business because the meeting is not lawfully called,
noticed or convened.
Section 5. Quorum and Vote Required.
At any meeting of the Directors, a majority of the Directors then in
office shall constitute a quorum for the transaction of business. The
Directors present at a duly called for held meeting at which a quorum
was once present may continue to do business and take action at the
meeting notwithstanding the withdrawal of enough Directors to leave
less than a quorum. Any meeting may be adjourned from time to time by a
majority of the votes cast upon the question, whether or not a quorum
is present, and the meeting may be held as adjourned without further
notice if the time and place to which it is adjourned is fixed and
announced at such meeting. The vote of a majority of the Directors
present at a meeting at which a quorum is present shall be the act of
the Board of Directors unless the vote of a greater number is required
by these bylaws or the Maine Nonprofit Corporation Act. No Director
shall be permitted to vote by proxy at a meeting of the Board.
Section 6. Action by Consent.
Any action required or permitted to be taken at a meeting of the
Directors, or of a committee of the Directors, may be taken without a
meeting if all of the Directors, or all of the members of the
committee, as the case may be, sign written consents setting forth the
action taken or to be taken, at any time before or after the intended
effective date of such action. Such consents shall be filed with the
minutes of Directors' meetings or committee meetings, as the case may
be, and shall have, and may be stated by any officer of the corporation
to have, the same effect as a unanimous vote or resolution of the Board
of Directors at a legal meeting thereof. Any such action taken by
unanimous written consents may, but need not be, set forth in such
consents in the form of resolutions or votes.
Section 7. Telephone Meetings.
Members of the Board of Directors or of any committee designated
thereby may participate in a meeting of the Board or of such committee
by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each
other, and participating in a meeting in such manner by any member who
does not object at the beginning of such meeting to the holding thereof
in such manner shall constitute presence in person at such meeting.
ARTICLE VII
Committees
The President or the Board may appoint special or ad hoc committees of
at least two Members for any purpose stated in the resolution creating
such committee. The Board may by resolution establish regular or
standing committees (and disestablish any such committee at its
pleasure) of at least three Members for the purpose(s) stated in such
resolution and subject to any limitations stated therein.
ARTICLE VIII
Officers
Section 1. Number.
The officers of the corporation shall be chosen by the Member and shall
consist of a President, a Vice-President; a Secretary and a Treasurer.
Section 2. When Chosen.
The Membership at each annual meeting where any office is vacant shall
choose such Officers, each of whom must be a Member of the Corporation;
but the Clerk or Registered Agent need not be a member of the Board and
need not be elected annually and shall hold office until the
corporation changes its Clerk or Registered Agent in the manner
provided by the Maine Nonprofit Corporation Act.
Section 3. Additional Officers.
The Board of Directors may appoint such other officers and agents as it
shall deem necessary who shall hold their offices for such terms and
shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors.
Section 4. Vacancies, Term and Removal.
The officers of the corporation shall hold office for two year terms
until their successors are chosen and qualified. Any officer elected or
appointed by the Membership may be removed with or without cause at any
time by the Membership in any manner prescribed by the Maine Nonprofit
Corporation Act. Any vacancy occurring in any office of the corporation
may be filled by the Board of Directors to serve until the next annual
meeting of the Membership.
Section 6. President. The
President shall serve as the chief officer and assume responsibilities
consistent with such a position, including presiding over meetings of
the board of directors and of the membership. The President shall sign
contracts for the organization unless such authority has been granted
to an Executive Director. The President may serve as spokesperson for
the organization or may designate others to serve as spokespersons.
Section 7. Vice-President.
The Vice-President shall, in the absence of or in the case of the
disability of the President, perform the duties and exercise the powers
of the President and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.
Section 8. Secretary. The Secretary shall attend all
meetings of the Board of Directors and record all the proceedings of
the Board of Directors in a book kept for that purpose, and shall give
notice of special meetings of the Board of Directors. The Secretary
shall perform such other duties as may be prescribed by the Board of
Directors or President, under whose supervision he shall be. He shall
have authority to affix the corporate seal to any instrument requiring
it and when so affixed, it may be attested by his signature or by the
signature of such Assistant Secretary. The Board of Directors may give
general authority to any other officer to affix the seal of the
corporation and to attest the same. In case of the absence of or
disability of the Secretary, all of the powers of the Secretary may be
assigned by the President to another member of the board of directors.
Section 10. Treasurer.
The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit,
or have deposited, all moneys and other valuable effects in the name
and to the credit of the corporation in such depositories as may be
designated by the Board of Directors. He shall disburse funds of the
corporation as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the President and
the Board of Directors, at its regular meetings, or when the Board of
Directors so requires, an account of all his transactions as Treasurer
and of the financial condition of the corporation.
ARTICLE IX
Indemnification
Section 1. Basic Indemnification.
Any person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of
the fact that he is or was a Director, officer, employee or agent of
the corporation, shall be indemnified by the corporation against
expenses, including attorneys' fees, judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding; provided that no indemnification
shall be provided for any person with respect to any matter as to which
he shall have been finally adjudicated in any action, suit or
proceeding not to have acted in good faith in the reasonable belief
that his action was in the best interests of the corporation or, with
respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order or conviction adverse to such
person, or by settlement or a plea of nolo contendere or its
equivalent, shall not of itself create a presumption that such person
did not act in good faith in the reasonable belief that his action was
in the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.
Section 3. Insurance. The Board
of Directors may authorize the purchase and maintenance, at the expense
of this corporation, of insurance on behalf of any person who is or was
a Director, officer, employee or agent of this corporation, or is or
was serving at the request of this corporation as a Director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status
as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of the Maine
Nonprofit Corporation Act, these bylaws or otherwise.
ARTICLE X
Fiscal Year
Section 1. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.
ARTICLE XI
Execution of Documents
Section 1. Execution of Documents.
Unless the Board of Directors shall otherwise generally or in any
specific instance provide: (a) any bill, note, check, or negotiable
instrument may be executed or endorsed in the name and on behalf of the
corporation by the President or Treasurer, acting singly; and (b) any
other instrument, documents, deeds, bills of sale or other writings of
whatever nature shall be executed in the name and on behalf of the
corporation by the President or the Treasurer, acting singly, and
either officer may seal, acknowledge and deliver the same.
ARTICLE XII
Dissolution
Section 1. Dissolution.
In the event of the liquidation or dissolution of this corporation, the
net assets of this corporation shall be distributed only to a
corporation or other organization qualified for exemption under Section
501(c)(3) of the Internal Revenue Code of 1986 (as it now is or may be
amended) or to any Federal, State or local government or organization
for public purposes. In no way shall any of the assets or property, in
the event of liquidation or dissolution inure to the benefit of, or be
distributed to, members of the Board of Directors or any agents or
employees of this corporation even for the reimbursement of any sums
subscribed, donated or contributed by such members or for any other
such purposes, it being the intent, upon liquidation or dissolution of
this corporation, or upon its ceasing to carry out the objects and
purposes set forth in the Articles of Incorporation, that the property
and assets then owned by this corporation shall be devoted to the same
non-profitable, charitable, educational and literary purposes to which
this corporation was devoted.
ARTICLE XIII
Amendments
Section 1. Amendments.
The Board of Directors, by a majority vote of the Directors present at
any meeting, may alter, amend or repeal these bylaws, and adopt new
bylaws, provided that the notice of any regular or special meeting at
which such action is to be taken shall either set out the text of the
proposed new bylaw, amendment or by law to be repealed, or shall
summarize the changes to be effected by such adoption, amendment or
repeal; provided, however, that any provision of these bylaws which
imposes a requirement for a vote of greater than a simple majority of
Directors may be altered, amended or repealed only by a vote of the
same percentage of Directors.
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