BYLAWS
of
MAINE FREEDOM OF INFORMATION COALITION
ARTICLE I -
Name, Location and Corporate Seal
Section 1. Name. The name of the corporation
shall be as set forth in the Articles of Incorporation. References
in these Bylaws to the Articles of Incorporation shall mean the
Articles of Incorporation of the corporation as from time to time
in effect.
Section 2. Location. The principal office
of the corporation shall be that office specified in the Articles
of Incorporation.
Section 3. Corporate Seal. The corporate seal of
the corporation shall have inscribed thereon the name of the corporation,
the year of its creation, and the word "Maine." A facsimile may
be used.
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ARTICLE II -
Purpose
Section 1. Purpose. The corporation's purpose
is as permitted under 13-B M.R.S.A. ยง 403, but shall nevertheless
be limited to the promotion of social welfare by defending and enlarging
citizen access to governmental information. No part of the net earnings
of the corporation shall inure to the benefit of any private member
or individual.
Section 2. Mission. The Maine Freedom of
Information Coalition believes that government best serves the public
when it operates in the most open manner possible. Our members,
which include media organizations, lawyers, academicians, public-policy
groups and like-minded individuals, strive to inform the public
to the fullest extent possible about government actions. We seek
broad access to information of and about government and the actions
of government in order to do that. Government in the sunshine, we
believe, is the best guarantor of a strong democracy.
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ARTICLE III -
Members
Section 1. Regular Members. The regular members
of the corporation shall be those corporations not for profit and
those unincorporated associations, which, in the judgment of the
directors, have a substantial organizational interest in access
to governmental information and a purpose to promote citizen access
to governmental information, who apply for membership in the corporation
and who are admitted to membership by the Board of Directors. Each
regular member shall have the right to designate a member of the
Board of Directors and to vote on all questions presented to meetings
of the members except amendments to the Articles of Incorporation,
plans of merger or consolidation, sale of substantially all assets
of the corporation and dissolution.
Section 2. Associate Members. The associate
members of the corporation shall be those persons and organizations
who apply for and are admitted to associate membership by the board
of Directors. The associate members of the corporation shall be
entitled to elect one member of the Board of Directors, who shall
not be entitled to vote on applications for membership, at the annual
meeting of members. The Board of Directors may allow ballots at
such election to be cast by mail. Associate members of the corporation
shall have the right to vote on all questions presented to meetings
of the members except amendments to the Articles of Incorporation,
plans of merger or consolidation, sale of substantially all assets
of the corporation and dissolution.
Section 3. Government and Academic Members.
The government and academic members of the corporation shall be
those officials and employees of State and Local Government and
those college and university faculty members who apply for and are
admitted to government or academic membership by the Board of Directors.
The government and academic members of the corporation shall be
entitled to elect one member of the Board of Directors, who shall
not be entitled to vote on applications for membership, at the annual
meeting of members. The Board of Directors may allow ballots at
such election to be cast by mail. Government and academic members
of the corporation shall have the right to vote on all questions
presented to meetings of the members except amendments to the Articles
of Incorporation, plans of merger or consolidation, sale of substantially
all assets of the corporation and dissolution.
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ARTICLE IV -
Officers
Section 1. Number. The officers of this corporation
shall be the President, Treasurer, Secretary or Clerk, and such
other officers with such powers and duties not inconsistent with
these bylaws as may be appointed and determined by the Board of
Directors. The duties of the officers of this corporation not specifically
enumerated in these Bylaws shall be the usual duties of similar
officers in similar nonprofit corporations and such duties as may
be required by law.
Section 2. Election, Term of Office and Qualifications.
The officers of the corporation shall be elected annually by
the Board of Directors at the annual meeting of the Board of Directors.
If the election of officers shall be delayed for any reason, such
elections shall be held as soon thereafter as convenient and each
officer then holding an elective office shall continue to hold that
office until his or her successor shall have been duly elected.
Section 3. Vacancies. In case any office
of the corporation shall become vacant, a majority of the directors
then in office, although less than a quorum, may elect an officer
to fill that vacancy, and the officer so elected shall serve the
unexpired portion of the term.
Section 4. Duties. The duties of the officers
shall be as follows:
(a) President
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The President shall preside at all meetings of
the Board of Directors as Chair; shall see that orders and resolutions
of the Board of Directors are carried out; and shall sign all
written instruments pertaining to the corporation.
(b) Vice President
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The Vice President shall, in the absence of the
President, preside at the meetings of the Board of Directors and
shall perform such other duties as may be authorized by the Board
of Directors.
(c) Secretary
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The Secretary shall record the votes and keep
the minutes of all meetings and proceedings of the Board of Directors;
keep the corporate seal of the corporation and affix it on all
papers requiring said seal; serve notice of meetings of the Board
of Directors; and shall perform such other duties as required
by the Board of Directors.
(d) Treasurer
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The Treasurer shall keep proper books of account;
and shall prepare periodic statements of income and expenditures,
which will be presented to the Directors at convenient intervals
and shall be available for inspection by the members of the corporation.
(e) Clerk
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The Clerk shall have custody of the corporate
records and the corporate seal and shall be responsible for the
filing of annual Reports with state and federal authorities.
Section 5. Compensation. No officer, except the Executive
Director, if an Executive Director is appointed, shall receive compensation
for any service he or she may render to the corporation. Officers
may be reimbursed for actual expenses incurred in attending to the
affairs of the corporation.
Section 6. Removal. Any officer may be removed
from office by the affirmative vote of a quorum of the Directors
at any regular or special meeting called for that purpose, for nonfeasance,
malfeasance or misfeasance, for conduct detrimental to the interests
of the corporation, for lack of sympathy with its objectives, or
for refusal to render reasonable assistance in carrying out its
purposes. Any officer proposed to be removed shall be entitled to
at least five (5) days' written notice by mail of the meeting of
the Board of Directors at which such removal is to be voted upon
and shall be entitled to appear before and be heard by the Board
of Directors at such meeting.
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ARTICLE V -
Directors
Section 1. Duties. The affairs and property
of the corporation shall be administered, managed and controlled
by a Board of Directors.
Section 2. Number. The number of directors
shall be equal to the number of regular members plus two at large
members and two members chosen, one each, by the Associate Members
and the Academic and Government Members.
Section 3. Selection/Term. Each regular member
of the corporation shall choose one director, who shall be its representative
on the Board of Directors. Representatives of the regular members
of the corporation shall, by majority vote, choose two at-large
directors. The associate members of the corporation shall collectively
choose one director by majority vote at the annual meeting of members.
The government and academic members of the corporation shall collectively
choose one director by majority vote at the annual meeting of members.
Directors chosen by regular members shall serve until replaced by
the member they represent. At-large directors and directors chosen
by vote of the associate members and the government and academic
members shall each serve a term of one year and until his/her successor
has been chosen.
Section 4. Powers. All the corporate powers,
except such as are otherwise provided for in these Bylaws and in
the laws of the State of Maine, shall be and are hereby vested in
and shall be exercised by the Board of Directors. The Board of Directors
may by general resolution delegate to committees of their own number
or to officers of the corporation, such powers as they may see fit.
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ARTICLE VI -
Meetings of the Directors
Section 1. Annual Meetings. A regular annual
meeting of the Board of Directors shall be held on the same day
at at the same place as the annual meeting of Members.
Section 2. Regular Meetings. Regular meetings
of the Board of Directors shall be held monthly, at places designated
from time to time by resolution of the Board of Directors.
Section 3. Special Meetings. Special meetings of the Board
of Directors may be called by the President and must be called by
the President on the written request of any member of the Board
(or if the President is absent or is unable to act, by the Clerk).
Section 4. Notice of Meetings. Notice of
all Directors' meetings, except as herein otherwise provided, shall
be given by mail at least three (3) days before the meeting, but
such notice may be waived by any Director. Meetings of the Board
of Directors may be held without notice at such time and place as
shall be determined by the Board. Any business may be transacted
at any Directors' meeting and at any meeting at which every Director
is present, even though without any notice or waiver thereof.
Section 5. Quorum. A quorum shall be defined
as a majority of the members of the Board of Directors and shall
be necessary and sufficient to constitute a quorum for the transaction
of business, and the act of a majority of the Directors present
at any meeting at which there is a quorum shall be the act of the
Board of Directors, except as may be otherwise specifically provided
by statute or by these Bylaws. If at any meeting there is less than
a quorum present, a majority of those present may adjourn the meeting
from time to time without further notice to any absent Director,
and may take such other and further action as is provided by law
or elsewhere in these Bylaws.
Section 6. Unanimous Action of Directors Without
a Meeting. Any action which may 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, at any time before or after the intended effective date of
such action. Such consents shall be filed with the minutes of Directors'
meetings and shall have the same effect as a unanimous vote.
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ARTICLE VII -
Meetings of the Members
Section 1. Annual Meeting. A regular annual
meeting of Members of the Corporation shall be held on such day
in January of each year as shall be designated by the Board of Directors,
or such other time as deemed appropriate by the Board of Directors
at such location in the State of Maine as may be designated by the
Board.
Section 2. Special Meetings. Special meetings
of the members may be called by the President and must be called
by the President on the written request of three Directors or ten
Members (or if the President is absent or is unable to act, by the
Clerk).
Section 4. Notice of Meetings. Notice of
all meetings of the Members, shall be given by mail at least fourteen
(14) days before the meeting, but such notice may be waived by any
Member.
Section 5. Quorum. A majority of the members
shall constitute a quorum and shall be necessary and sufficient
for the transaction of business and the act of a majority of the
Members present at any meeting at which there is a quorum shall
be the act of the Membership, except as may be otherwise specifically
provided by statute or by these Bylaws. If at any meeting there
is less than a quorum present, a majority of those present may adjourn
the meeting from time to time without further notice to any absent
Member, and may take such other and further action as is provided
by law or elsewhere in these Bylaws.
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ARTICLE VIII -
Executive Director
Section 1. Executive Director. The Board
of Directors may appoint and fix the terms of compensation and employment
of an Executive Director of the corporation who shall serve for
such term or at the pleasure of the Board as the Board shall determine
at the annual meeting. If appointment of the Executive Director
shall be delayed for any reason, such appointment shall be made
as soon thereafter as convenient and the person then holding the
position of Executive Director shall continue to hold said position
until his or her successor has been duly appointed.
Section 2. Duties. If chosen, the Executive
Director shall be the general executive of the corporation and shall
be empowered to enter into contracts to effect the corporation's
day-to-day business, including but not limited to, securing promotional
materials and products for fundraising events and shall be directly
responsible to the Board of Directors. The Executive Directors shall
prepare and submit to the finance committee, there of the annual,
and no event later than the regular November meeting of the Board,
a preliminary budget, which, when approved shall be the operating
budget of the corporation, shall coordinate all activities with
other organization similar in purpose to the corporation, and shall
coordinate all events of the corporation, and shall be an "ex officio"
member of the Board, without vote.
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ARTICLE IX -
Agents, Representatives and Committees
Section 1. The Board of Directors may appoint
such agents, representatives and Committees of the corporation with
such powers and to perform such acts or duties on behalf of the
corporation as the Board of Directors may see fit, so far as may
be consistent with these Bylaws, to the extent authorized or permitted
by law. The resignation of any such agent or representative and
the delegation to it of authority shall not relive the Board of
Directors or any member thereof of any responsibility imposed by
law.
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ARTICLE X -
General Provisions
Section 1. Contracts. The Board of Directors,
except as in these Bylaws otherwise provided, may authorize the
executive director to enter into contracts to effect the corporation's
day-to-day business, including, but not limited to, securing promotional
materials and products for fundraising events or any officer or
agent to enter into any contract or execute and deliver any instrument
in the name of and on behalf of the corporation, and such authority
maybe general or confined to a specific instance; and unless so
authorized by the Board of Directors, no officer or employee, or
agent shall have any power or authority to bind the corporation
by any contract or engagement, or to pledge its credit, or render
it liable pecuniary for any purpose or to any amount.
Section 2. Contracts and Services of Directors.
The Directors and officers of the corporation may be interested
directly or indirectly in any contract relating to or incidental
to the operations conducted by the corporation, and may freely make
contracts, enter transactions, or otherwise act for and on behalf
of the corporation, notwithstanding that they may also be acting
as individuals, or as Trustees of trusts, or as agents for other
persons or corporations, or may be interested in the same matter
as employees, directors, or otherwise; provided, however, that any
contract, transaction, or act on behalf of the corporation in a
matter in which the directors or officers are personally interested
as Directors or otherwise shall be at arm's length and not violate
of the proscriptions in the application of its funds for private
benefit; and provided further that no contract, transaction, or
act shall be taken on behalf of the corporation if such contract,
transaction, or act is a prohibited transaction or would result
in the denial of the tax exemption under Section 503 or Section
504 of the Internal Revenue Code and its Regulations as they now
exist or as they may hereafter be amended. In no event, however,
shall any person or other entity dealing with the Directors or officers
be obligated to inquire into the authority of the Directors and
officers to enter into and consummate any contract, transaction,
or other action.
Section 3. Indemnification of Officers, Directors and Agents.
The corporation shall, to the extent legally permissible, indemnify
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 that person is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request
of the corporation as director, officer, trustee, partner, fiduciary,
or agent of another corporation, partnership, joint venture, trust,
pension or other employee benefit plan or other enterprise, against
expenses, including attorneys' fees, judgments, fines and amounts
paid in settlement actually and reasonably incurred by that person
in connection with such action, suit or proceedings; provided that
no indemnification shall be provided for any person with respect
to any matter as to which that person has been finally adjudicated;
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A. Not to have acted honestly or
in the reasonable belief that the person's action was in or not
opposed to the best interests of the corporation or in the case
of a person serving as a fiduciary of any employee benefit plan
or trust, in or not opposed to the best interests of that plan
or trust, or its participants or beneficiaries; or
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B. With respect to any criminal action
or proceeding, to have had reasonable cause to believe that that
person's conduct was unlawful.
The termination of any action, suit or proceeding
by judgment, order or conviction adverse to that person, or by settlement,
or plea of nolo contendere or its equivalent, shall not of itself
create a presumption that that person did not act honestly or in
the reasonable belief that that person's action was in or not opposed
to the best interests of that plan or trust or its participants
or proceeding, had reasonable cause to believe that that person's
conduct was unlawful.
Provided, however, the corporation shall not indemnify
any person with respect to any claim, issue, or matter asserted
by or in the right of the corporation as to which that person is
finally adjudicated to be liable to the corporation unless the court
in which the action, suit or proceeding was brought shall determine
that, in view of all of the circumstances, that person is fairly
and reasonably entitled to indemnity for such amounts as the court
shall deem reasonable.
To the extent that a director, officer or agent
of the corporation has been successful on the merits or otherwise
in defense of any such action, suit or proceeding, or in the defense
of any claim, issue, or matter therein, that director, officer,
employee or agent shall be indemnified against expenses, including
attorneys' fees, actually and reasonably incurred by that director,
officer, employee, or agent in connection therewith.
Any indemnification shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee, or agent is
proper under the circumstances and in the best interests of the
corporation. That determination shall be made by the Board of Directors
by majority vote of a quorum consisting of directors who are not
parties to that action, suit or proceeding, or if such a quorum
is not obtainable, or even if obtainable, if a quorum of disinterested
directors so directs by independent legal counsel in a written opinion.
Expenses incurred in defending a civil, criminal,
administrative or investigative action, suit or proceeding may be
authorized and paid by the corporation in advance of the final disposition
of that action, suit, or proceeding upon a determination made in
accordance with the procedure established in the foregoing paragraph
that, based on the facts then known to those making the determination
and without further investigation, that person seeking indemnification
satisfied the standards of conduct provided herein. These expenses,
however, shall in all cases be authorized and paid by the corporation
in advance of the final disposition of that action, suit or proceeding
upon receipt by the corporation of:
A. A written undertaking by or on behalf
of the officer, director, employee, or agent to repay that amount
if that person is finally adjudicated:
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1) Not to have acted honestly or in the
reasonable belief that such person's actions was in or not opposed
to the best interests of the corporation or, in the case of a
person serving as a fiduciary of a trust, in or not opposed to
the best interests of such plan or its participants or beneficiaries;
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2) With respect to any criminal action
or proceeding, to have had reasonable cause to believe that the
person's conduct is unlawful; or
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3) With respect to any claim, issue or
matter asserted in any action, suit or proceeding brought by or
in the right of the corporation, to be liable to the corporation,
unless the court in which that action, suit or proceeding was
brought permits indemnification; and
B. A written affirmation by the officer,
director, or agent that the person has met the standard of conduct
necessary for indemnification by the corporation was authorized
in this section.
The undertaking required by paragraph A shall be
an unlimited general obligation of the person seeking the advance,
but need not be secured and may be accepted without reference to
financial ability to make the repayment.
By action of the Board of Directors, notwithstanding
any interest of the Directors in the action, the corporation may
purchase and maintain insurance in such amounts as the Board of
Directors deem appropriate, on behalf of any person who is or was
a Director or officer of the corporation, or is or was serving at
the request of the corporation as a Director or officer of another
organization, against any liability asserted against him or her
and incurred by him or her in any such capacity or arising out of
his or her status as such, whether or not the corporation would
have the power or would be required to indemnify him/her against
such liability under the provisions of this Article or the laws
of the State of Maine.
Section 4. Insurance. The corporation shall
procure and maintain adequate general liability insurance and shall
procure and maintain adequate directors and officers liability insurance.
Section 5. Conflicts. In the case of any
conflict between the Articles of Incorporation, and these bylaws,
the Articles shall control.
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ARTICLE XI -
Prohibition Against Sharing in Corporate Earnings
No director, officer, employee or member of a committee
of, or person connected with the corporation, or any other private
individual shall receive at any time any of the net earnings or
pecuniary profit from the operations of the corporation provided,
that this shall not prevent the payment to any such person of such
reasonable compensation for services rendered to or for the corporation
in effecting any of its purposes as shall be fixed by the Board
of Directors; and no such person or persons shall be entitled to
share in the distribution of any of the corporate assets upon the
dissolution of the corporation. Upon dissolution or winding up of
the affairs of the corporation, after all debts have been satisfied,
assets then remaining in the hands of the Board of Directors shall
be distributed, transferred, conveyed, delivered, and paid over,
in such amounts as the Board of Directors may determine or as may
be determined by a court of competent jurisdiction upon application
of the Board of Directors, exclusively to affiliated organizations
which would then qualify under the provisions of Section 501(c)(3)
of the Internal Revenue Code and its Regulations as they now exist
or as they may hereafter be amended.
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ARTICLE XII -
Amendments
These Bylaws may be altered, amended or repealed
or new Bylaws added or adopted by vote of a quorum of the directors,
at any Board meeting, provided that in the notice of the meeting,
notice of the proposed alteration, amendment, or addition is given
PROVIDED THAT in no case shall the bylaws be amended to conflict
with the provisions of the Articles of Incorporation, and PROVIDED
FURTHER THAT in no case shall Article X of these Bylaws be amended
in such a way as to dedicate the assets or other property of this
corporation to other than purposes that would qualify for exemption
under Section 501(c)(3) of the Internal Revenue Code and its Regulations
as they now exist or as they may hereafter be amended.
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ARTICLE XIII -
Dissolution
The dissolution of this corporation may be authorized
at a meeting of the Board of Directors upon adoption of a resolution
to dissolve by the vote of a majority of the Directors in office.
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