Islesboro Preschool By-Laws | April 16, 2014
Article I: Name of the Organization
The name of this organization is the Islesboro Preschool. (IPS) This organization shall have a seal in the following form.
Article II: Purpose
IPS is organized as a non-profit corporation to support early learning initiatives on Islesboro, Maine, including summer programs, in-home counseling and the operation of a preschool for children six months to six years old and any other programs established by the Board of Directors (BOD). All funds collected shall be used for the above stated purpose.
Article III: Membership
Section A: Definition of Member
Individuals become members when they have paid annual dues to the preschool or have at least one child in the preschool during that fiscal year. The amount of annual dues will be determined by the Board of Directors. A member/ family is entitled to one vote.
Section B: Annual Meeting of Membership
The annual meeting will be held during the third week in May. The purpose of this meeting is to elect directors to serve on the board of directors, elect officers of the corporation, and transact any business that is deemed appropriate for annual consideration.
Each director will serve an initial term of two years. A majority of votes cast either in person or BY PROXY will constitute election. If for any reason there is a vacancy on the board of directors, the directors may appoint an interim director to serve until the next annual meeting.
Members will receive a notice of the annual meeting no later than 30 days prior to the meeting date. This notice will establish agenda, identify issues to be brought before members, and convey a slate of candidates to become directors. Members who cannot attend the Annual Meeting must submit a proxy by mail, fax, or email prior to the start of the meeting in order to have their vote counted.
Section C: Place of Meetings
Meeting will be held in a public location on Islesboro, Maine suitable and accessible for the expected attendees.
Section D: Notice of Meetings
A notice of all meetings will be posted in a public place on Islesboro. In addition, an email notification will be sent to those members who have requested notification electronically.
Section E: Quorum
When the BOD numbers less than seven, a presence of three directors, either in person or electronically, will constitute a quorum. With a full board of seven, the presence of four directors will fill a quorum.
Article IV: Board of Directors
Section A: General Duties
The board of directors will be responsible for all aspects of the operation of IPS, including but not limited to the establishment of a long term strategy, establishment of an annual operating plan, hiring and management of all staff, establishment of proper controls to ensure compliance with all legal and regulatory requirements, maintenance of insurances and other protections for children, members, staff and directors. The board or their designee(s) may enter into contracts and make payments on behalf of the IPS and will ensure that proper financial controls are in place.
Directors will not be paid for their Board service but may be reimbursed for expenses incurred on behalf of the corporation.
Section B: Number, Tenure, and Qualifications
The board will consist of a minimum of four (4) and a maximum as determined by the BOD based on the needs of the corporation.
Section C: Meetings
The board of directors will meet at least five times during the year at a time and place on Islesboro to be determined, at least 30 days in advance of any meeting. Changes in meeting locations or times made within 30 days of a planned meeting require agreement of a majority of Directors. Additional director’s meetings can be called at the discretion of the President or by a majority vote of Directors.
Section D: Attendance and Voting
Each director may attend and vote in person or on a telephone call, webcast, or other live electronic form of communication. A Director who in unable to attend a meeting may give his proxy to another director if done so in writing prior to any vote.
Section E: Action without a meeting
The board of directors may take action on any matters within their authority without a meeting, if that meeting is waived by all directors and a written record of each director’s vote is recorded. As with all matters that come before the board of directors, a simple majority of votes is sufficient to pass any motion.
Article V: Board Positions and Committees
Section A: President
The President will preside over board meetings and be responsible for ensuring the board complies with the corporation’s Articles of Incorporation, By-Laws, and other governing documents.
Section B: Secretary
The Secretary will ensure that all regulatory documents are properly filed, minutes of all meetings are recorded, approved and maintained, and communications with members are accurate and timely.
Section C: Treasurer
The Treasurer will be responsible for establishing banking and other financial services to be performed on behalf of the corporation, will ensure that accurate books are maintained at all times, that payrolls are administered accurately, and that all taxes are paid in full on a timely basis. S/he will establish a budget, monitoring performance, taking corrective action when necessary. S/he will be responsible for signing checks on behalf of the corporation consistent with controls established by the BOD. These responsibilities will be in partnership with the Executive Director.
Section D: Committees
The Board may create ad hoc committees as determined necessary to assist the board as it conducts its operations.
Article VII: Executive Director
The BOD may appoint an Executive Director to oversee operations established by the BOD. This position will be a paid position with qualifications and compensation determined by the BOD. An Executive Director will be a member of the BOD and may serve as an officer as determined by the BOD.
Article VIII: Fiscal Year
The fiscal year of this corporation will begin on July 1 and end on June 30 the following year.
Article IX: Amendments
These by-laws may be altered, amended, or repealed to the affirmation of a vote of not less than 2/3 of the board members or as provided by the laws of the State of Maine.
These Articles of the Corporation or by-laws of the Islesboro Preschool are being amended to meet the growth of the corporation. Adopted by the Membership of the Islesboro Preschool which was incorporated in 1981, we hereby accept these changes and revisions made this sixteenth (16) day of April, 2014.