BYLAWS OF MEDOMAK ARTS PROJECT
NAME AND OFFICE
The name of this corporation shall be Medomak Arts Project.
The principal mailing address of the corporation shall be P.O. Box 182 Waldoboro, ME 04572. The office and gallery location may vary.
PURPOSES AND POWERS
Medomak Arts Project is a non-profit corporation and shall be operated exclusively for educational and charitable purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code.
Medomak Arts Project’s purpose is to promote and facilitate the exhibition, performance and education of all types of art in the town of Waldoboro and Maine’s mid-coastal region.
The mission is to foster community and creativity for the Medomak region. Medomak Arts highlights the region’s cultural, creative, and historical assets to build both greater awareness and a creative sense of place.
The corporation shall have the power, directly or indirectly, alone or in conjunction or cooperation with others, to do any and all lawful acts which may be necessary or convenient to affect the charitable purposes, for which the corporation is organized, and to aid or assist other organizations or persons whose activities further accomplish, foster, or attain such purposes. The powers of the corporation may include, but not be limited to, the acceptance of contributions from the public and private sectors, whether financial or in-kind contributions.
2.03 Nonprofit Status
Medomak Arts Project is a Maine non-profit public benefit corporation, recognized as tax exempt under Section 501(c)(3) of the United States Internal Revenue Code.
3.01 No Controlling Membership Classes
The corporation shall have no members who have any right to vote or title or express sole interest in or to the corporation, its properties and franchises.
BOARD OF DIRECTORS
4.01 Number of Directors
Medomak Arts Project shall have a board of directors consisting of at least seven (7) and no more than twelve (12) directors. Within these limits, the board may increase or decrease the number of directors serving on the board.
All corporate powers shall be exercised by or under the authority of the board and the affairs of the Medomak Arts Project shall be managed under the direction of the board, except as otherwise provided by law.
All directors shall be elected to serve a five-year term; however term may be extended until a successor has been elected.
Directors may serve terms succession.
(c) The term of office shall be considered to begin on the date of a director’s election by the board of directors.
4.04 Qualifications and Election of Directors
In order to be eligible to serve as a director on the board of directors, the individual must be at least 21 years of age with demonstrated understanding of the administration of a 501(c)(3) and proven support of MAP's mission, vision, goals and objectives. Directors may be elected at any board meeting by the majority vote of the existing board of directors.
The board of directors may fill vacancies due to the expiration of a director’s term of office, resignation, death, or removal of a director or may appoint new directors to fill a previously unfilled board position, subject to the maximum number of directors under these by laws.
(a) Unexpected Vacancies. Vacancies in the board of directors due to resignation, death, or removal shall be filled by the board for the balance of the term of the director being replaced.
4.06 Removal of Directors
A director may be removed by two-thirds (2/3) vote of the board of directors then in office, if:
(a) the director is absent and unexcused from two or more meetings of the board of directors in a twelve-month period. The board president is empowered to excuse directors from attendance for a reason deemed adequate by the board president. The president shall not have the power to excuse him/herself from the board meeting attendance and in that case, the board vice president shall excuse the president, or:
(b) for cause or no cause, if before any meeting of the board at which a vote on removal will be made the director in question is given electronic or written notification of the board’s intention to discuss her/his case and is given the opportunity to be heard at a meeting of the board.
4.07 Board of Directors Meetings
(a) Regular Meetings. The board of directors shall have a minimum of four regular meetings each calendar year at times and places fixed by the board. Board meetings shall be held upon four days’ notice by first-class mail, electronic mail, or facsimile transmission or forty-eight hours’ notice delivered personally or by telephone. If sent by mail, facsimile transmission, or electronic mail, the notice shall be deemed to be delivered upon its deposit in the mail or transmission system. Notice of meetings shall specify the place, day, and hour of meeting. An agenda for business of the meeting may be presented then or at the time of the meeting.
(b) Special Meetings. Special meetings of the board may be called by the president, vice president, secretary, treasurer, or any two other directors of the board of directors. A special meeting must be preceded by at least two days notice to each director of the date, time, and place, but not the purpose, of the meeting.
(c) Informal Action by The Board of Directors. Any action required or permitted by the board of directors at a meeting may be taken without a meeting if consent in writing sets forth the action so taken and shall be agreed by the consensus of a quorum. For purposes of this section an e-mail transmission from an e-mail address on record constitutes a valid writing. The intent of this provision is to allow the board of directors to use e-mail to approve actions, if a quorum of board members gives consent.
(d) Waiver of Notice. Any director may waive notice of any meeting, in accordance with Maine law.
4.08 Manner of Acting.
(a) Quorum. A majority of the directors in office immediately before a meeting shall constitute a quorum for the transaction of business at that meeting of the board. The board at any meeting at which a quorum is not present shall consider no business.
(b) Majority Vote. Except as otherwise required by law or by the articles of incorporation, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board.
(c) Hung Board Decisions. On the occasion that directors of the board are unable to decide based on a tied number of votes, the president or treasurer in the order of presence shall have the power to swing the vote based on his/her discretion.
(d) Participation. Except as required otherwise by law, the Articles of
Incorporation, or these by laws, directors may participate in a regular or special meeting using any means of communication by which all directors participating may simultaneously hear each other during the meeting, including in person, internet video meeting or by telephonic conference call.
4.09 Compensation for Board Service
Directors shall receive no compensation for carrying out their duties as directors. The board may adopt policies providing for reasonable reimbursement of directors for expenses incurred in conjunction with carrying out board responsibilities.
4.10 Compensation for Professional Services by Directors
Directors are not restricted from being remunerated for professional services provided to the corporation. Such remuneration shall be reasonable and fair to the corporation and must be reviewed and approved in accordance with the board Conflict of Interest policy and state law.
The president of the board has the sole authority to select the committee chairpersons. The committee chairpersons shall have the authority to select its committee members. All committee chairpersons and committee members will serve at the pleasure of the board. No committee, regardless of board resolution, may:
take any final action on matters which also requires board approval or approval of a majority of all members;
amend or repeal by laws or adopt new laws;
amend or repeal any resolution of the board of directors which by
its terms is not so amendable or repeatable;
expend corporate funds to support a nominee director; or
to which the corporation is a party and one or more directors have material financial interest; or
(ii) between the corporation and one or more of its directors or between the corporation or any person in which one or more of its directors have a material financial interest.
5.02 Meetings and Action of Committees
Meetings and action of the committees shall be governed by and held and taken in accordance with, the provisions of Article IV of these by laws concerning meetings of the directors, with such changes in the context of those by laws as are necessary to substitute the committee and its members for the board of directors and its members, except that the time for regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee. Special meetings of the committee may also be called by resolution of the board of directors. Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records. The board of directors may adopt rules for the governing of the committee not inconsistent with the provision of these by laws.
5.03 Board of Director Attendance and Participation at Committee Meetings
Any and all board members may attend and participate in any and all committee meetings.
6.01 Board Officers
The officers of the corporation shall be a board president, vice-president, secretary, and treasurer, all of whom shall be chosen by, and serve at the pleasure of, the board of directors. Each board officer shall have the authority and shall perform the duties set forth in these by laws or by resolution of the board or by direction of an officer authorized by the board to prescribe the duties and authority of other officers. The board may also appoint additional
vice-presidents and such other officers as it deems expedient for the proper conduct of the business of the corporation, each of whom shall have such authority and shall perform such duties as the board of directors may determine.
6.02 Term of Office
Each officer shall serve a five-year term of office. Each board officer’s term of office shall begin upon the adjournment of the board meeting at which elected and shall end upon the adjournment of the board meeting during which a successor is elected.
6.03 Removal and Resignation
The board of directors may remove an officer at any time, with or without cause. Any officer may resign at any time by giving written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. Any resignation shall take effect at the date of the receipt of the notice or at any later time specified in the notice, unless otherwise specified in the notice. The acceptance of the resignation shall not be necessary to make it effective.
6.04 Board President
The board president shall be the chief volunteer officer of the corporation. The board president shall lead the board of directors in performing its duties and responsibilities, including, if present, presiding at all meetings of the board of directors, and shall perform all other duties incident to the office or properly required by the board of directors.
6.05 Vice President
In the absence or disability of the board president, the ranking vice-president or vice-president designated by the board of directors shall perform the duties of the board president. When so acting, the vice-president shall have all the powers of and be subject to all the restrictions upon the board president. The vice-president shall have such other powers and perform such other duties prescribed for them by the board of directors or the board president. The vice-president shall normally accede to the office of board president upon the completion of the board president’s term of office.
The secretary shall keep or cause to be kept a book of minutes of all meetings and actions of directors and committees of directors. The minutes of each meeting shall state the time and place that it was held and such other information as shall be necessary to determine the actions taken and whether the meeting was held in accordance with the law and these by laws. The secretary shall cause notice to be given of all meetings of directors and committees as required by the by laws. The secretary shall have such other powers and perform such other duties as may be prescribed by the board of directors or the board president. The secretary may appoint, with approval of the board, a director to assist in performance of all or part of the duties of the secretary.
The treasurer shall be the lead director for oversight of the financial condition and affairs of the corporation. The treasurer shall oversee and keep the board informed of the financial condition of the corporation and of audit or financial review results. In conjunction with other directors or officers, the treasurer shall oversee budget preparation and shall ensure that appropriate financial reports, including an account of major transactions and the financial condition of the corporation, are made available to the board of directors on a timely basis or as may be required by the board of directors. The treasurer shall perform all duties properly required by the board of directors or the board president. The treasurer may appoint, with approval of the board a qualified fiscal agent or member of the staff to assist in performance of all or part of the duties of the treasurer.
6.08 Non-Director Officers
The board of directors may designate additional officer positions of the corporation and may appoint and assign duties to other non-director officers of the corporation.
CONTRACTS, CHECKS, LOANS, INDEMNIFICATION AND RELATED MATTERS
7.01 Contracts and Other Writings
Except as otherwise provided by resolution of the board or board policy, all contracts, deeds, leases, mortgages, grants, and other agreements of the corporation shall be executed on its behalf by the treasurer or other persons to whom the corporation has delegated authority to execute such documents in accordance with policies approved by the board.
7.02 Checks and Drafts
All checks, drafts, or other orders or the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, and exceeding $1,000 (one thousand) dollars shall be signed by the treasurer and also signed by either the president, vice-president or secretary of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors.
All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depository as the board or a designated committee of the board may select.
No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the board. Such authority may be general or confined to specific instances.
(a) Mandatory Indemnification. The corporation shall indemnify a director or former director, who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she is or was a director of the corporation against reasonable expenses incurred by him or her in connection with the proceedings.
(b) Permissible Indemnification. The corporation shall indemnify a director or former director made a party to a proceeding because he or she is or was a director of the corporation, against liability incurred in the proceeding, if the determination to indemnify him or her has been made in the manner prescribed by the law and payment has been authorized in the manner prescribed by law.
8.01 Fiscal Year
The fiscal year of the corporation shall be from July 1 to June 30 of each year.
8.02 Conflict of Interest
The board shall adopt and periodically review a conflict of interest policy to protect the corporation’s interest when it is contemplating any transaction or arrangement which may benefit any director, officer, employee, affiliate, or member of a committee with board-delegated powers.
8.03 Nondiscrimination Policy
The officers, directors, committee members, employees, and persons served by this corporation shall be selected entirely on a nondiscriminatory basis with respect to age, sex, race, religion, national origin, and sexual orientation. It is the policy of Medomak Arts Project not to discriminate based on race, creed, ancestry, marital status, gender, sexual orientation, age, physical disability, veteran’s status, political service or affiliation, color, religion, or national origin.
8.04 Bylaw Amendment
These by laws may be amended, altered, repealed, or restated by a vote of the majority of the board of directors then in office at a meeting of the board, provided, however,
that no amendment shall be made to these by laws which would cause the corporation to cease to qualify as an exempt corporation under Section 501 of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code;
that an amendment does not affect the voting rights of directors. amendment that does affect the voting rights of directors further requires ratification by a two-thirds vote of a quorum of directors at a board meeting, and
(c) that all amendments be consistent with the Articles of Incorporation.
DOCUMENT RETENTION POLICY
The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members and board of directors and shall keep at the principle office a record giving the names and addresses of the directors entitled to vote. All books and records of the corporation may be inspected by any director, or his or her agent or attorney, for any proper purpose at any reasonable time. In addition, the corporation shall keep a copy of the corporation’s Articles of Incorporation and bylaws amended to date.
CODES OF ETHICS AND WHISTLEBLOWER POLICY
Medomak Arts Project requires and encourages directors, officers and employees to observe and practice high standards of business and personal ethics in the conduct of their duties and responsibilities. The employees and representatives of the corporation must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations. It is the intent of Medomak Arts Project to adhere to all laws and regulations that apply to the corporation and the underlying purpose of this policy is to support the corporation’s goal of legal compliance. The support of all corporate staff is necessary to achieving compliance with various laws and regulations.
10.02 Reporting Violations
If any director, officer, staff or employee reasonably believes that some policy, practice, or activity of Medomak Arts Project is in violation of law, a written complaint must be filed by that person with the vice president or the board president.
10.03 Acting in Good Faith
Anyone filing a complaint concerning a violation or suspected violation of the Code must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation of the Code. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false shall be viewed as a serious disciplinary offense.
Said person is protected from retaliation only if she/he brings the alleged unlawful activity, policy, or practice to the attention of Medomak Arts Project and provides the Medomak Arts Project with a reasonable opportunity to investigate and correct the alleged unlawful activity. The protection described below is only available to individuals that comply with this requirement.
Medomak Arts Project shall not retaliate against any director, officer, staff or employee who in good faith, has made a protest or raised a complaint against some practice of Medomak Arts Project or of another individual or entity with whom Medomak Arts Project has a business relationship, on the basis of a reasonable belief that the practice is in violation of law, or a clear mandate of public policy.
Medomak Arts Project shall not retaliate against any director, officer, staff or employee who disclose or threaten to disclose to a supervisor or a public body, any activity, policy, or practice of Medomak Arts Project that the individual reasonably believes is in violation of a law, or a rule, or regulation mandated pursuant to law or is in violation of a clear mandate of public policy concerning the health, safety, welfare, or protection of the environment.
Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of violations or suspected violations shall be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.
10.06 Handling of Reported Violations
The board president or vice president shall notify the sender and acknowledge receipt of the reported violation or suspected violation within five (5) business days. All reports shall be promptly investigated by the board and its appointed committee and appropriate corrective action shall be taken if warranted by the investigation.
This policy shall be made available to all directors, officers, staffs or employees and they shall have the opportunity to ask questions about the policy.
AMENDMENT OF ARTICLES OF INCORPORATION
Any amendment to the Articles of Incorporation may be adopted by approval of two-thirds (2/3) of the board of directors.
CERTIFICATE OF ADOPTION OF BY LAWS
I do hereby certify that the above stated bylaws of Medomak Arts Project were approved by the Medomak Arts Project’s board of directors on 10-7-2019 and constitute a complete copy of the bylaws of the corporation.
Secretary: Marcia Kimpton