New Ladies Aid Bylaws
Below you will find the recently-approved Bylaws for the Cranberry Isles
Ladies Aid Society, as forwarded to the webmaster 27 Dec 2000 by Richard Beal. Now that a firm legal foundation has been set up, Richard encourages all interested persons to join the Aid -- men too! All it takes is a $3 annual membership fee.
Richard goes on to say:
All correspondence for the time being should be addressed to me at P.O. Box 43, Cranberry Isles, ME 04625. Formation of a Board of Trustees will take place
in 60 days with election of temporary officers to comply with State of Maine
Incorporation laws since the Aid Society is a Maine corporation... I have sent a copy of the Bylaws to Owen Roberts so that he and Rod Ward can assist in obtain IRS 501C3
status for the group. Also legal research has revealed that the Parsonage
is part of the Aid Society and does not belong to the Church...
Thanks much, Dick Beal
Return to Great Cranberry Island
CRANBERRY ISLES LADIES AID SOCIETY
OF GREAT CRANBERRY ISLAND, MAINE
The Ladies Aid Society of Great Cranberry Island, Maine, serving the
citizens owning land or renting property on Great Cranberry Island, affirms
the following purposes and roles in serving its community:
1. The Society's physical plant serves as a community meeting place for
nonprofit community organizations having educational, cultural and civic
purposes. The Community Center provides information concerning community
organizations, events, and services, and hosts cultural, educational and
artistic programs and exhibits.
2. The Society's Community Center provides a centrally located facility for
members and guests to gather for meetings of all nature, suppers in
conjunction with Congregational Church activities, joint activities with the
Great Cranberry Library and the Great Cranberry Fire Club, and emergency
shelter for those seeking same due to a loss of their home by fire or other
3. In all of its endeavors, the Ladies Aid Society shall operate as a not
for profit organization in support of the citizens of Great Cranberry
Island, regardless of race, creed, color or sexual orientation.
Section 1. Name. This body shall be called "The Board of Trustees of the
Cranberry Isles Ladies Aid Society" of Great Cranberry Island, Maine, and
hereafter may be referred to as "the Board". The Board also recognizes and
authorizes use of the colloquial terminology of "Great Cranberry Community
Center" when referring to the Ladies Aid Society of Great Cranberry Island,
Maine physical plant. The parsonage home shall continue to be called "The
BOARD OF TRUSTEE MEETINGS
Section 1. Annual Meeting. An annual meeting shall be held once each
calendar year for the purpose of electing trustees and for the transaction
of such other business as may properly come before the meeting. The annual
meeting shall be held at the time and place designated by the Board of
Trustees at the end of August of each year. The Board of Trustee President
shall preside at the Annual Meeting.
Section 2. Regular Meeting. At least two Regular Meetings shall be held
in July and one in August, plus the Annual Meeting at the end of August.
One Regular Meeting shall be held monthly between September and July unless
otherwise decided by a quorum of the Board. The Board of Trustee President
shall preside at all regular meetings.
Section 3. Special Meetings. Special meetings of the Board may be
requested by the President, by three members of the Board of Trustees, or by
petition to the Board of Trustees of ten members of the Society membership
body at large. Such petition shall be addressed to the Secretary of the
Board of Trustees for action and scheduling, stating the reason for
requesting a Special Meeting.
Section 4. Notice. Written notice of all Board of Trustee meetings shall
be provided under this section or as otherwise required by law. The Notice
shall state the place, date, and hour of meeting, and if for a special
meeting, the purpose of the meeting. Such notice shall be mailed to all
trustees of record at the address shown on the Secretary's membership list,
at least 10 days prior to the meeting should the trustee not be a permanent
resident of Great Cranberry Island, Maine. Such notice shall be deemed
effective when deposited in ordinary U.S. Mail, properly addressed, with
postage prepaid. For those trustees who are permanent residents of Great
Cranberry Island, Maine the Notice shall state the place, date, and hour of
meeting and be posted at least 10 days prior to the Meeting at both the
Great Cranberry Post Office and at the Cranberry General Store.
Section 5. Place of Meeting. Board of Trustee meetings shall be held at
the Ladies Aid Society's Community Center building, located next to the
Congregational Church, unless otherwise stated in the Notice of Meeting.
Section 6. Quorum. A majority of the Board of Trustees (5 members),
whether represented in person or by telephone proxy, shall constitute a
quorum at a Board of Trustees' meeting. Should no quorum exist, and should
the matter be of sufficient import, all absentee members shall be polled by
telephone at the expense of the Ladies Aid Society. In the absence of a
quorum, a majority of the represented trustees may adjourn the meeting to
another time without further notice. If a quorum is represented at an
adjourned meeting, any business may be transacted that might have been
transacted at the meeting as originally scheduled. The trustees present at
a meeting represented by a quorum may continue to transact business until
adjournment, even if the withdrawal of some trustees results in
representation of less than a quorum.
Section 6. Meeting Agenda.
a. Annual Meeting: The Annual Meeting shall follow the usual agenda for
presentation of the annual reports of the President, Secretary and
Treasurer. The budget for the following year shall be adopted plus
election of new members to the Board of Trustees. The floor shall be
opened to all members for comments, suggestions or questions with moderation
by the President. At a meeting of the new Board members immediately after
the Annual Meeting, new officers will be elected. New committees will be
formed, if necessary, and members of standing and ad hoc committees will be
appointed by the President.
b. Regular Meeting: The order of business of the Regular Monthly Meeting
shall include the following items:
1. disposition of minutes of previous meeting and any intervening meeting(s).
2. Treasurer's financial report of the Ladies Aid Society
3. Report of the President
4. Action on outstanding liabilities (if any)
5. Committee Reports
7. Unfinished business
8. New business
9. Public presentation to or discussion with the Board of Trustees
10. Establishment of next meeting date and time
Section 7. Rules. Proceedings of all meetings shall be governed by
Roberts Rules of Order.
Section 8. Informal Action. Any action required to be taken, or which may
be taken, at a Board of Trustee meeting, may be taken without a meeting and
without prior notice if a consent in writing, setting forth the action so
taken, is signed by a quorum of the trustees entitled to vote with respect
to the subject matter of the vote.
Section 1. Membership. To be eligible to join the Cranberry Isles Ladies
Aid Society of Great Cranberry Island, Maine, to vote and/or serve as an
officer, an individual (male or female) must be:
1. a permanent resident of Great Cranberry Island, or
2. an owner of property on Great Cranberry Island, or
3. a renter who has come to Great Cranberry Island for two or more
consecutive years, and
4. has paid annual dues to the Ladies Aid Society of $3.00 which will be
placed in an administrative account allocated to publication and transmission
of Meeting Notices and other announcements for the benefit of all members.
Section 2. Trustees. The Cranberry Isles Ladies Aid Society shall be
managed by a Board of Trustees consisting of nine trustee(s).
Section 3. Election and Term of Office. The trustees shall be elected at
the annual Cranberry Isles Ladies Aid Society meeting in August of each year
except for Section 3.a below. Each trustee shall serve a term of three
years, and may be reelected. No member of the Board may serve more than
six consecutive years on the Board.
Section 3a. First Election. Following the signing of these Bylaws a
notice shall be published by the Board Secretary announcing a sixty day
enrollment period of new Ladies Aid society members. At the conclusion of
the enrollment period, the first election under these Bylaws shall elect
three members for a term of one year, three for a term of two years, and
three for a term of three years. All following elections shall proceed
according to Section 3.
Section 4. Adverse Interest. In the determination of a quorum of the
trustees, or in voting, the adverse interest of a trustee shall not
disqualify the trustee or invalidate his or her vote.
Section 5. Elections. Board of Trustee elections shall be held by secret
ballot at the Annual Meeting in August except as indicated in Section 3a.
The secretary of the Board of Trustees shall officiate at each election and
all those members then present of the Cranberry Isles Ladies Aid Society,
found to be in good membership standing as outlined in Article III, Section
1, may participate in the balloting process.
Section 6. Removal / Vacancies. A trustee shall be subject to removal,
with or without cause, at a meeting of the Board of Trustees called for that
purpose. Any vacancy that occurs on the Board of Trustees, whether by
death, resignation, removal or any other cause, may be filled by the
remaining Trustees. A trustee elected to fill a vacancy shall serve the
remaining term of his or her predecessor, or until a successor has been
elected and qualified.
Section 7. Exclusion to Election. An employee of the Board of Trustees
may not be elected to the Board, and may not serve as a voting or non-voting
member of the Board.
Section 8. Committees. To the extent permitted by law, the Board of
Trustees may appoint from its members a committee or committees, temporary
or permanent, and designate the duties, powers and authorities of such
Section 1. Number of Officers. The officers of the Board of Trustees
shall be a President, one or more Vice-Presidents (as determined by the
Board of Trustees), a Secretary, and a Treasurer, to be elected by and from
the Board following the Annual Meeting. Two or more offices may be held by
Section 2. Continuity. To assure continuity, the President and/or the
Vice President plus the Treasurer shall be permanent residents of Great
Cranberry Island, Maine.
Section 3. Term of Office. Officers shall serve for a term of one year
from the Annual Meeting at which they were elected and until their
successors are duly elected. No individual may serve in the same office
for more than four consecutive years.
Section 4. Duties of President. The President shall preside at all
meetings of the Board of Trustees, authorize calls for any Special Meetings,
appoint all members of committees voted by a majority of the Board (a
committee need not consist exclusively of Board members), serve as a
non-voting ex-officio member of all committees, and generally perform all
duties associated with that office.
Section 5. Succession. In the event of the absence or the disability of
the President, or a vacancy in that office, the Vice President, the
Treasurer, then the Secretary in this order shall assume and perform the
duties of the President.
Section 6. Duties of Secretary. The Secretary shall keep a true and
accurate record of all meetings of the Board, the minutes to be on file in
the Community Center, shall issue notice of all Regular and Special
Meetings, and shall perform such other duties that are generally associated
with that office.
Section 7. Duties of Treasurer. The Treasurer shall be the disbursing
officer of the Board of Trustees, shall sign all checks, shall see that
proper financial and payroll records are kept for the Cranberry Isles Ladies
Aid Society, shall review those records monthly, shall present a written
financial report at all meetings of the Board. This Treasurer's Report
shall consist at a minimum of:
1. written summation of financial action for the month.
2. a Monthly Budget Report (Budget, Monthly Expenses, Total Expended,
and Budget Balance.
3. Account Balances Report (Assets & Liabilities)
4. Monthly Cash Flow Report.
At all times the Treasurer shall be ever mindful of his/her fiduciary
responsibilities as delineated in public laws of the State of Maine for an
organization accepting public contributions. In the absence or disability
of the Treasurer, his/her duties shall be performed by the President or Vice
President or another member of the Board of Trustees as the Board may designate.
Section 1. Executive Committee. The Executive Committee shall be composed
of the elected officers of the Board of Trustees; they shall have emergency
power to act for the Board between meetings of the Board.
Section 2. Standing Committees. Standing committees may include non-Board
members; members of these committees shall be appointed by the President.
a. The Nominating Committee shall recommend a slate of Trustees at the Annual
Meeting. Additional nominations may be made from the floor. Nominations
will be voted by secret ballot. Anyone covered by Article III, Section 1,
is eligible to vote.
b. The Fund Raising Committee shall be responsible for planning and arranging
special events, including the annual Cranberry Isles Ladies Aid Society Fair
held at the Community Center building; and drafting fund raising letters.
c. The Budget Committee (the Community Center Director and Board of Trustee
Treasurer are permanent members) shall be responsible for the presentation
of the proposed annual budget.
COMMUNITY CENTER DIRECTOR
Section 1. Duties of Director. The Board of Trustees shall appoint a
Community Center Director who shall be the executive and administrative
officer of the Great Cranberry Community Center, located next to the
Congregation Church, and formerly known as the Ladies Aid Building. The
Director's position may be a paid position or voluntary as determined by the
Board. The Director shall recommend to the Board the appointment and shall
specify the duties of employees and/or volunteers, and shall be responsible
for the proper direction and supervision of the staff then in existence
during special events. Additionally, the Director shall:
1. Be responsible for the scheduling of all events held at the Community Center
as well as ensuring that each event has a point of contact for coordination
of same and for appropriate cleanup afterwards.
2. Determine all maintenance actions required to preserve and protect the
Community Center physical plant, including all installed equipment.
3. Order all supplies required for events approved by the Board of Trustees
or a standing committee ensuring that where specific items will cost more
than $1000 that a competitive bid from two vendors has been obtained.
4. Arrange for lawn cutting of the grounds and coordinate any gardening
for flowers or shrubs around the building.
5. Oversee operation and maintenance of the Ladies Aid Society Parsonage
building, including all maintenance actions of the physical plant.
CORPORATE SEAL, EXECUTION OF INSTRUMENTS
The Cranberry Isles Ladies Aid Society shall not have an organizational
seal. All instruments that are executed on behalf of the organization
which are acknowledged and which affect an interest in real estate shall be
executed by the President or any Vice President and the Secretary or
Treasurer. All other instruments executed by the organization, including a
release of mortgage or lien, may be executed by the President or any Vice
President. Notwithstanding the preceding provisions of this section, any
written instrument may be executed by any officer(s) or agent(s) that are
specifically designated by resolution of the Board of Trustees.
AMENDMENT TO BYLAWS
The Bylaws may be amended, altered, or repealed by the Board of Trustees by
a majority of a quorum vote at any regular or special meeting; provided
however, that a majority of the membership then present for an Annual
Meeting may from time to time specify particular provisions of the Bylaws
which shall not be amended or repealed by the Board of Trustees.
Any trustee or officer who is involved in litigation by reason of his or her
position as a trustee or officer of this Cranberry Isles Ladies Aid Society
organization shall be indemnified and held harmless by the Cranberry Isles
Ladies Aid Society to the fullest extent authorized by law as it now exists
or may subsequently be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the organization to provide
broader indemnification rights.).
As stated in the Mission Statement for this organization, its purpose is to
serve the community of Cranberry Isles, Maine through non-profit activities
associated with educational, cultural and civic endeavors as an adjunct to
the works of the Great Cranberry Library. Should future circumstances
dictate, however, that this organization is no longer viable and that its
continued existence is not financially feasible, then the Board of Trustees
by unanimous vote of its nine members may dissolve the Cranberry Isles
Ladies Aid Society. In that eventually, the President of the Board of
Trustees, or his designate, is authorized to transfer all remaining assets
to the Great Cranberry Library which is also a federally recognized
non-profit entity with approved Internal Revenue Service Code 501C3 status.
The Great Cranberry Library's Federal TIN is 01-0353376.
We, the incorporators, certify that the foregoing is a true and correct copy
of the amended and modified Bylaws of the above named Cranberry Isles Ladies
Aid Society, duly adopted by the incorporators on 16 December, 2000. These
amended and modified Bylaws flow from those originally adopted in May 1862,
and subsequently modified during reorganization on September 16, 1900.
Gaile Colby, President Ruth Westphal, Secretary
Robin Richman, Member Barbara Stainton, Member
Louise B. Stranberg, Member Sonja Colby, Member
Beverly Sanborn, Member
State of Maine
County of Hancock, ss.
On this the 16th day of December, 2000, before me, Richard F. Beal, the
undersigned Notary Public, personally appeared, Gaile Colby, President; Ruth
Westphal, Secretary; Robin Richman, Barbara Stainton, Louise B. Stranberg,
Sonja Colby, and Beverly Sanborn, all members of the Cranberry Isles Ladies
Aid Society of Great Cranberry Island, Maine, personally known to me to be
the persons whose names are subscribed to the above instrument, and
acknowledged that they executed it. This document consists of eight pages.
WITNESS my hand and official seal.
Richard F. Beal
Commission expires: 6 JULY 2005