MOA By-Laws
THE MAINE OPTOMETRIC ASSOCIATION
SECOND AMENDED AND RESTATED BY-LAWS
ADOPTED DECEMBER 1, 2012
PREAMBLE
By motion made and seconded on September 17, 2010 at a meeting where a quorum was present, the Board of Directors of The Maine Optometric Association unanimously voted to recommend to the Members of the Association (a) that the Constitution of the Association be eliminated in its entirety and (b) that these Amended and Restated By-laws be adopted. At a meeting of the Members of the Association held on December 4, 2010, at which a quorum was present, by motion made and seconded, at least 2/3 of the Members present voted to accept the Board of Directors' recommendations and to eliminate the Association's Constitution in its entirety, to adopt these Amended and Restated By-laws to be effective as of December 4, 2010 and to amend the Association's Articles of Incorporation to reflect the changes in membership categories set forth herein.
ARTICLE 1
NAME, LOCATION AND PURPOSE
1.1 Name: The name of this organization shall be "The Maine Optometric Association" hereafter referred to as the "Association."
1.2 Location: The principal office of the Association shall be such place as may from time to time be determined by the Board of Directors without amendment of these By-Laws.
1.3 Purpose: This Association has been organized as a non-profit corporation under Maine Law since 1901. Furthermore, this Association has been organized and shall be operated as a "business league" within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986 as that Code may be amended from time to time.
The purposes of the Association are:
A. To safeguard the welfare of the profession and protect the professional interests of its members.
B. To elevate the quality and status of optometric services through education, counsel, and regulation.
C. To elevate optometry to its full professional status in those phases of optometric examination and care as prescribed by law.
D. To improve those phases of consultation, examination, diagnosis, and disposition which are the professional responsibility and privilege of the optometrist.
E. To encourage friendliness and mutual good will among the membership.
F. To support benevolent optometric services.
ARTICLE 2
MEMBERSHIP
2.1 Members: The membership of this Association shall consist of Active, Partial Practice, Life, Student, Honorary Members, Special Class, Associate and Affiliate Members.
A. Active Membership: One who is registered by the Maine Board of Optometry, and who is actively practicing optometry in Maine, or one who is serving in any branch of the Federal Services of the United States, or one who is teaching or serving in an administrative position at an accredited school of optometry shall be eligible for Active Membership upon endorsement, approval, and election as provided by the By-Laws of this Association. Active members shall pay regular dues, have privileges of the floor, voting privileges, shall be eligible to serve on committees, shall be eligible to hold office, and shall be eligible to receive any other benefit provided by the Association.
B. Partial Practice Membership: One who is an Active Member in good standing of this Association, but may only practice 16 hours per week or less, shall be eligible for Partial Practice Membership upon endorsement, approval, and election as provided by the By-Laws of this Association. Partial Practice Members shall pay 60% of regular dues.
Partial Practice members shall be eligible for all other Active Member benefits as determined by the Membership. Partial Practice Members in good standing who return to practice more than 3 days, based on an 8 hour work day, shall return to Active Membership status upon payment of full regular dues.
C. Life Membership: One who has been an Active Member and/or Partial Practice Member in good standing of this Association for at least 45 years, but can no longer continue as an Active or Partial-Practice Member, shall be eligible for Life Membership upon endorsement, approval, and election as provided by the By-Laws if this Association. Life Members shall not be subject to regular dues, shall have no voting privileges, shall hold no office, shall be ineligible to serve on committees, but shall be eligible for all other Active Member benefits as determined by the Membership.
D. Student Membership: One who is a student in good standing (as defined by that particular school), or one who is a resident, fellow, or enrolled in some other post-graduate program at an accredited school of Optometry shall be eligible for Student Membership upon endorsement, approval, and election as provided in the By-Laws of this Association. Student Members shall not be subjected to regular dues, shall not have floor privileges, shall not have voting privileges, shall hold no office, but shall be eligible to serve on committees. Student Members are eligible to attend any Business Meeting of the Members, and any Association-sponsored Continuing Education Meetings, and shall be eligible for other Active Member benefits as determined by the Membership. Student Membership shall be automatically revoked eighteen (18) months from the date of graduation, or on the date of dismissal or termination of study at an accredited school of Optometry.
E. Honorary Membership: This special membership category is intended to recognize persons who would not ordinarily be members of this Association, but have rendered an outstanding service to optometry or have been distinguished in some branch of optometric science. Such persons shall be eligible for Honorary Membership upon endorsement, approval, and election as provided in the By-Laws of this Association. Honorary Members shall not be subjected to regular dues, shall not have voting privileges, shall hold no office, shall be ineligible to serve on committees, but shall be eligible for all other Active Member benefits as determined by the Membership.
F. Affiliate Membership: One who is a Member in good standing of another State Association and a member of the American Optometric Association. Dues for Affiliate Members will be set by the Board of Directors from time to time in their sole discretion. Affiliate Members will be able to attend Association Membership meetings and will be eligible for Member benefits, but will not have any voting privileges. Prior to the adoption of these Amended and Restated Bylaws, Affiliate Members were referred to as "Associate Members".
G. [Intentionally Omitted]
H. Associate Membership: One who is:
(1) An optometrist who resides and practices in a commonwealth, territory or possession of the United States where there is no affiliated association, or in a foreign country;
(2) A paraoptometric who is and continues to be sponsored by an optometrist who is a member of the Association; or
(3) An individual, not licensed to practice optometry, who has a substantial interest in the profession of optometry and who contributes to the advancement of the objects of this Association.
Dues for an Associate Member will be set by the Board of Directors from time to time in their sole discretion. Associate Members will be able to attend Association Membership meetings and will be eligible for Member benefits, but will not have any voting privileges.
2.2 Denial of Membership: In addition to other reasons which may serve as the basis for a denial of membership in the discretion of the Association, no person shall knowingly be allowed to become a member of this Association (a) who is currently under suspension or expulsion from any local, state, national or other optometric association; or (b) whose license to practice optometry is currently revoked or suspended in any state.
2.3 Application Procedure: Application for all Membership categories except for Honorary Membership as set forth in Section 2.4 shall be made in writing to the person designated by the Board of Directors from time to time upon application forms provided by the Association and shall include the following agreement which the applicant must sign: "The Undersigned, if admitted to Membership in the Maine Optometric Association, hereby agrees in all respects to conform to and abide by the By-Laws of this Association and all amendments hereafter made thereto." This application shall be accompanied by a non-refundable application fee.
2.4 Application Procedure for Honorary Membership: Nomination for Honorary Membership may be initiated by any Active, Partial Practice, or Life Member. The nomination shall be made in writing to the President, and shall be in the form of a letter that identifies the nominee and evidence of this individual's outstanding service to optometry or distinguished accomplishments in some branch of optometric science. There shall be no application fee for Honorary Membership.
2.5 Approval: All applications for Membership shall be held until the next scheduled meeting of the Board of Directors. The Board shall review the application for completeness and determine, in their discretion, if the criteria for Membership have been met. The Board may approve the application by a majority vote of Board Members present. Applications for Life and Honorary Membership shall be submitted for approval at the next meeting of Members and may be approved only by a two-thirds (2/3's) vote of all eligible Voting Members present. All other applications for Membership may be approved by a vote of the Board only.
2.6 Member Obligations: All Members shall uphold the Articles of Incorporation and these By-Laws. In addition, all Active and Partial Practice Members shall comply with the Peer Review Guidelines as in effect by the Association from time to time.
ARTICLE 3
CENSURE, SUSPENSION, AND EXPULSION OF MEMBERS
3.1 Basis for Censure, Suspension, or Expulsion: The Board of Directors may, in its discretion, censure, suspend, or expel any Member for reasons including, but not be limited to: (a) violation of the Articles of Incorporation or By-Laws of this Association; (b) violation of any federal, state, local or other applicable law, rule or regulation relating to the practice of optometry, or the violation of any code of ethics of this Association.
3.2 Procedure: The Board shall send to such Member, by certified or registered mail, a statement of the charges against such Member which serve as the basis for action under Section 3.1. Such Member shall have fifteen (15) days after receipt thereof to respond to such charges by mailing a copy of such response, by registered or certified mail, to the Association. The Board may, in its discretion, thereafter hold a hearing at which such Member shall be given a reasonable opportunity to present evidence and to be heard in the Member's own defense, and the Board may request other persons to testify at the hearing. Such Member may be censured, suspended or expelled by a vote of two-third (2/3) of the full membership of the Board of Directors. Any Member who is expelled shall not be eligible for reinstatement for five (5) years.
ARTICLE 4
FEES AND DUES
4.1 Application Fee: The Association may charge a non-refundable application fee for Active Membership in such amount as the Board may from time to time determine. There shall be no application fee for Partial Practice, Student, Life, or Honorary Membership.
4.2 Dues: Subject to the provisions of Section 4.3, there shall be annual dues for the Active Members that shall be determined by the Board of Directors from time to time in their sole discretion. The dues for this Association shall be added to the dues of the American Optometric Association to establish the total annual dues. Dues for other classes of Membership shall be calculated as set forth in Article 2, as applicable.
4.3 Ascending Dues Scale: Dues for those newly licensed Doctors who have graduated from optometry school within five (5) years of their admission into this Association shall be assessed dues according to the following scale: No dues shall be assessed if granted admission into this Association within one year of graduation; ten (10%) percent of the total annual dues shall be assessed within two years of graduation; twenty (20%) percent of the total annual dues shall be assessed within three years of graduation; fifty (50%) percent of the total annual dues shall be assessed within four years of graduation; seventy-five (75%) percent of the total annual dues shall be assessed within five years of graduation; thereafter, full dues shall be assessed. (Note that this scale is dependent upon the date of graduation, not upon the date of admission to this Association.)
4.4 Dues in Arrears: Dues not received by March 1 of each year shall be considered in arrears and may be assessed a late fee in an amount determined by the Board in its discretion. If dues and applicable late fees of any Members are not received by April 1 of a given year, the Member shall be automatically expelled from Membership.
4.5 Special Arrangements: A Member in good standing facing special hardship may make a request in writing before April 1 to the Board for an alternative arrangement for payment of dues, which may be accepted or rejected in the Board's discretion.
ARTICLE 5
RESIGNATION FROM MEMBERSHIP
5.1 Resignation Procedure: Any Member in good standing may resign by tendering his/her resignation in writing to the Board to be effective as of the date received or such other date as provided in such notice.
5.2 Re-application to Membership: Any individual who has resigned in good standing shall be eligible to reapply for Membership at any time in accordance with the By-Laws.
ARTICLE 6
MEETINGS OF MEMBERS AND THE BOARD OF DIRECTORS
6.1 Annual Meeting of Members: This Association shall conduct a meeting of the Members known as the Annual Meeting each year for the purpose of electing Directors, and to conduct any other business brought before it. The Membership shall be given a minimum of thirty (30) days' notice of the date of the Annual Meeting.
6.2 Mid-Year Meeting of Members: This Association shall conduct a second meeting of the Members known as the Mid-Year Meeting for the purpose of conducting any business brought before it. This meeting shall be held in conjunction with the summer Educational Meeting, or at such other time as decided by the Membership at the preceding Annual Meeting. The Membership shall be given a minimum of thirty (30) days' notice of the date of the Mid-Year Meeting.
6.3 Special Meetings of Members: This Association may conduct other meetings of the Members known as Special Meetings. Such meetings may be called by the President, by a majority of the Board, by written request to the President of at least twenty (20%) percent of the Voting Members, or by a majority vote of the Voting Members taken at any other scheduled meeting. Any such meeting called shall require a minimum of thirty (30) days' notice.
6.4 Voting Membership and Quorum: All Active and Partial Practice Members shall constitute the Voting Membership, and may be referred to herein as the "Voting Members." Twenty percent (20%) of the Voting Membership shall be necessary to constitute a quorum. No Association business shall be conducted at any Annual, Mid-Year, or Special Meeting unless a quorum is present.
6.5 Deciding Questions: At all Meetings at which a quorum is present, and in which business is transacted, all questions shall be determined by a majority vote of the Voting Members present at such meetings, unless otherwise provided for in these By-Laws. In the event of a tie vote, the presiding officer of the meeting shall cast the deciding vote except in those instances that require more than a majority vote as provided in these By-Laws.
6.6 Voting Rights: Voting Members shall be allowed to vote on the following matters:
A. Election to, but not removal from, any Membership category requiring the vote of the Members;
B. Election (except in the case of filling vacancies), but not removal, of Directors;
C. Changing the number of Directors within the limits prescribed in the Articles of Incorporation and these By-Laws;
D. The amendment, restatement, or modification of the Articles of Incorporation or these By-Laws;
E. Approval of the sale, lease, or other disposition (but not the mortgage or pledge) of all, or substantially all of the assets and property of the Association, dissolution of the Association, or its merger with or consolidation into another corporation;
F. Approval of the annual budget of the Association; and
G. Any other matters that may be presented to the Members for approval by the Board of Directors.
6.7 Meeting Protocol: All Annual, Mid-Year, and Special Meetings of the Members and Board Meetings shall generally be governed by the parliamentary rules and usage's contained in the then current edition of Robert's Rules of Order.
6.8 Meetings of the Board: The Board shall meet at least four (4) times each year. One such meeting shall be held in conjunction with the Annual Meeting of the Members, another shall be in conjunction with the Mid-Year Meeting, and the others shall generally be held in conjunction with Educational Meetings. Meetings may be held in person or by phone, provided all participants can hear and be heard at the same time. Other meetings of the Board may be called by the President, or by a majority of the Directors. All Board meetings shall require a minimum of seven (7) days' notice. A majority of Directors shall constitute a quorum. No business may be transacted in a Meeting of the Board unless a quorum is present. At all Board Meetings at which a quorum is present and in which business is transacted, all questions shall be determined by a majority vote of Directors present at such meetings, unless otherwise provided for in these By-Laws. In the event of a tie vote, the presiding officer of the meeting shall cast the deciding vote except in those instances that require more than a majority vote as provided for in these By-Laws.
6.9 Educational Meetings: The Association shall provide Educational Meetings at least three times per year. Educational Meetings may be held in conjunction with other meetings.
ARTICLE 7
BOARD OF DIRECTORS
7.1 Composition: This Association shall have Directors who together shall comprise the Board of Directors, herein referred to as the "Board." The purpose of the Board is to manage all of the activities, property, and affairs of the Association. The total number of Directors shall at all times be an odd number and shall be between eleven (11) and nineteen (19) directors. Six (6) of the Directors shall be the six (6) Officers as set forth in Section 8.2 hereof and the remainder shall be elected by the Directors as provided in Article 8. If at anytime, the Association has an Executive Director, the Executive Director shall constitute an ex-officio member of the Board without the right to vote.
7.2 Officers: The Officers of this Association shall be the President, President-Elect, First Vice President, Second Vice President, Secretary/Treasurer, and Immediate Past President.
ARTICLE 8
NOMINATION AND ELECTION OF OFFICERS AND DIRECTORS
8.1 Nominations: The Nominating Committee shall seek from eligible Active Members a slate of those willing to serve as Officers and Directors. Said Committee shall submit its report to the Secretary/Treasurer at least thirty (30) days prior to the Annual Meeting. The Secretary/Treasurer shall distribute this report to all Voting Members prior to the Annual Meeting.
8.2 Close of Nominations: At the Annual Meeting, the Nominating Committee shall present its report of the directors to be voted on by the Members. After the Nominating Committee has presented its report, nominations may be made from the floor. Nominations shall thereafter cease.
8.3 Voting Protocol: The Directors to be selected by the Members shall be elected by ballot at the Annual Meeting each year immediately after nominations are closed. Members shall select such number of individuals to serve as directors as there are vacant slots. The individuals receiving highest number of votes shall be elected to serve as directors for such open slots.
8.4 Uncontested Races: In the case of uncontested races, the Voting Membership may dispense with the use of written ballots, and instead may use an alternative method.
ARTICLE 9
TERM OF OFFICE
9.1 President-Elect, First Vice President, Second Vice President: The offices of President-Elect, First Vice President, and Second Vice President shall be elected annually by the Directors at the Annual Meeting of Directors immediately following the Annual Meeting of Members. Officers shall take office immediately following the Annual Meeting in which they are elected, and shall hold office for a term of one year or until their successors have been elected and qualified. Members elected to said offices shall be limited to one consecutive term, and shall be ineligible to run for the same or lesser office again for a minimum of six (6) years, and shall also be ineligible to run for the office of Secretary/Treasurer or a directorship for a minimum of three (3) years.
9.2 President: The office of President shall not require election and shall be automatically filled by the President-Elect. The office shall be filled immediately after the Annual Meeting and the office shall be held for a term of one year or until a successor has been selected and qualified. Members serving in said office shall be limited to one consecutive term.
9.3 Immediate Past President: The office of Immediate Past President shall not require election, and shall be automatically filled by the outgoing President. The office shall be filled immediately after the Annual Meeting and the office shall be held for a term of one year or until a successor has been selected and qualified. In the event an outgoing President can not serve in the office of Immediate Past President, or in the event the current Immediate Past President can no longer serve, the next most junior past President eligible to serve shall automatically become Immediate Past President. Members serving in said office shall be limited to one consecutive term except as provided for in this section. Upon completion of serving said office, said Member shall be ineligible to run for any elected officer position for six (6) years, and shall also be ineligible to run for the office of Secretary/Treasurer or a Directorship for a minimum of three (3) years.
9.4 Secretary/Treasurer: The office of Secretary/Treasurer shall be elected every three (3) years, shall take office immediately following the Annual Meeting in which he or she is elected, and shall hold office for a term of three (3) years, or until a successor has been elected and qualified. Such Member elected to said office shall be limited to two (2) consecutive terms, and shall thereafter be ineligible to run for said office or for a Directorship for a minimum of three (3) years. Such Member may be eligible to run for any other elected officer position.
9.5 Directors: In the case of a Board consisting of nine (9) elected Directors, three (3) Directors shall be elected annually. Newly-elected Directors shall take office immediately following the Annual Meeting in which they are elected, and shall hold office for a term of three (3) years, or until their successors have been elected and qualified. Members elected to said Directorships shall be limited to two (2) consecutive terms, and shall be ineligible to run for a Directorship for a minimum of three (3) years. However, such Members may be eligible to run for any elected officer position.
9.6 Resignation: Officers and Directors may resign from Office or from Directorship by tendering a letter of resignation to the President.
9.7 Board Vacancy: In the event of a vacancy on the Board of Directors or among the Officers occurring between Annual Meetings, the remaining Directors may act to fill any such vacancy until the next Annual Meeting at which time the vacancy shall be filled in the manner and for the unexpired term of the person creating the vacancy. Time served by individuals filling such vacancies shall not be counted toward term limits.
9.8 Removal: Any Director or Officer or person serving on any committee of this Association may be removed at any time with or without cause by vote of the Board of Directors whenever the best interest of the Association shall be served thereby. Such removal shall not affect any contract rights of the person so removed; provided, however, that the election or appointment of an individual to any position or office within this Association shall not, in itself, create contract rights.
ARTICLE 10
DUTIES OF OFFICERS
10.1 General Duties: All officers shall uphold the Articles of Incorporation and these By-Laws, and act in good faith for the best interest of this Association.
10.2 Duties of the President: The President shall be the duly authorized representative of the Board of Directors in all matters in which the Board of Directors or these Bylaws have not formally designated some other person for that purpose. The President shall advise the Board of Directors as to the formulation and implementation of policies for the organization and operation of the Association. The President shall report to the Board of Directors at each of its meetings on the activities of the Association. The President shall represent the Association in its relationships with other organizations and agencies. The President shall preside at all meetings of the Board of Directors. The President may determine the order of business at meetings of the Board of Directors and shall serve as chairperson of such meetings. The President shall perform any other duties normally within the expressed or implied terms of the office that may be necessary for the best interest of the Association. The President shall perform such other duties as the Board of Directors shall, from time to time, direct.
10.3 Duties of the President-Elect: The President-Elect shall perform such duties as shall be assigned in accordance with these By-Laws and assume the duties of President in the event of failure or inability of the President to perform the duties of his or her office.
10.4 Duties of the First-Vice President: The First-Vice President shall perform such duties as shall be assigned in accordance with these By-laws and assume the duties of President-Elect in the event of failure or inability of the President-Elect to perform the duties of his or her office.
10.5 Duties of the Second-Vice President: The Second-Vice President shall perform such duties as shall be assigned in accordance with these By-laws and assume the duties of First-Vice President in the event of failure or inability of the First-Vice President to perform the duties of his or her office.
10.6 Duties of the Immediate Past President: The Immediate Past President shall perform such duties as shall be assigned in accordance with these By-laws.
10.7 Duties of the Secretary/Treasurer: The Secretary/Treasurer shall be responsible for assuring that proper minutes of all meetings of the Board of Directors and/or the Members of the Association are maintained and for maintaining a list of current Members of the Association. He or she shall have custody of all funds of the Association, making payments therefrom as the Board of Directors authorizes, and with the approval of the Board of Directors, may delegate any of these duties to such person, acting under the direction of the Secretary/Treasurer, as the Board of Directors may approve. The Secretary/Treasurer, acting on behalf of the Board of Directors, shall require that appropriate records be kept to give a full and accurate history of the financial transactions of the Association in order to present its financial condition, and to render such periodic and other reports as the Board of Directors may require. The Secretary/Treasurer, as directed by the Board of Directors, shall have authority to endorse for transfer in the name and on behalf of the Association stock certificates, bonds, and other securities and evidence of indebtedness standing in the name of the Association. If required by the Board of Directors, the Secretary/Treasurer, at the expense of the Association, shall be bonded for the faithful performance of his or her duties
10.8 Board Meeting Attendance: The Officers are expected to attend all meetings of the Board of Directors in person or by phone. Failure to attend three (3) consecutive meetings without excuse shall be seen as a failure to perform the duties of a Director and such person shall be deemed to resign as both an Officer and a Director, which resignation shall be effective immediately after the adjournment of the third consecutive Board meeting missed. Officers deemed to resign from office shall not be eligible for a Directorship or Officer position for three (3) years thereafter.
ARTICLE 11
DUTIES OF THE BOARD OF DIRECTORS
11.1 General Duties: All of the business and affairs of the Association not expressly reserved to the Members shall be managed by the Board of Directors. The Board of Directors shall manage the activities of the Association in a manner consistent and in compliance with the purposes, objectives, philosophy, and limitations set forth in the Articles of Incorporation, these Bylaws and as otherwise required by law. The Board of Directors may delegate any part of its power to any officer, or to any committee of the Association. No assignment, referral or delegation of authority by the Board of Directors, however, shall preclude the Board of Directors from exercising the authority required to meet its responsibility for the conduct of the affairs of the Association. The Board of Directors shall retain the right to rescind any such delegations.
11.2 Specific Duties of the Board of Directors: In addition to the general duties of the Board, the Board shall:
A. Seek an audit or review from a certified public accountant to ensure that funds are expended and accounted for appropriately.
B. Review applications for membership to determine completeness and eligibility.
C. Approve Presidential appointments to committees except as otherwise provided for in these By-Laws.
D. As provided in these By-Laws, censure, suspend, or expel Members for cause shown.
E. Cause the Association to maintain appropriate insurance, including but not limited to insurance covering employee dishonesty.
11.3 Board Meeting Attendance: The Directors are expected to attend all meetings of the Board of Directors in person or by phone. Failure to attend three (3) consecutive meetings without excuse shall be seen as a failure to perform the duties of a Director and such person shall be deemed to resign, which resignation shall be effective immediately after the adjournment of the third consecutive Board meeting missed. Directors deemed to resign shall not be eligible for a Directorship or Officer position for three (3) years thereafter.
ARTICLE 12
INDEMNIFICATION OF OFFICERS AND DIRECTORS
12.1 Indemnification: This Association shall in all cases, to the fullest extent permitted by law, indemnify any person who was or is involved in any manner (including, without limitation, as a party or a witness) in any threatened, pending, or completed investigation, claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without limitation, any action, suit, or proceeding brought by or in the right of the Association to procure a judgment in its favor) by reason of the fact that that person is or was a Director, Officer, or volunteer serving on a committee of the Association, against all liabilities and expenses actually and reasonably incurred by that person in connection with such actions, suits or proceedings including but not limited to attorneys' fees, judgments, fines and amounts paid in settlement. Provided, however, that no indemnification shall be provided for any person with respect to any matter as to which that person shall have been finally adjudicated not to have acted un good faith in the reasonable belief that the person's actions were in the best interest of the Association, or, with respect to any criminal action or proceeding, had reasonable cause to believe that the 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 guilty or 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 the Association, and, with respect to any criminal action or proceeding, had reasonable cause to believe that that person's conduct was unlawful.
12.2 Requirement of Indemnification: Any provision of Sections 12.1, or 12.3 to the contrary notwithstanding, to the extent that any person has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 12.1, or in defense of any claim, issue or matter therein, that personshall be indemnified against expenses and liabilities, including attorneys' fees actually or reasonably incurred by that person, in connection therewith. The right to indemnification granted by this Section 12.2 may be enforced by a separate action against the Association if an order for indemnification is not entered by a court in the action, suit or proceeding wherein that person was successful on the merits or otherwise.
12.3 Procedure: Any indemnification under Section 12.1, unless ordered by a court, shall be made by the Association only as authorized in the specific case upon a determination that indemnification is proper in the circumstances because the person has met the applicable standard of conduct set forth in this Article 12. That determination shall be made by the Board of Directors who were 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. Such a determination once made may not be revoked and, upon the making of that determination, the person may enforce the indemnification against the Association by a separate action notwithstanding any attempted or actual subsequent action by the Board of Directors.
12.4 Expenses: Expenses incurred in defending a civil, criminal, administrative or investigative action, suit or proceeding may be authorized and paid by the Association in advance of the final disposition of that action, suit or proceeding, upon a determination (made in accordance with the procedure established in Section 12.3) that, based solely on the facts then known to those making the determination and without further investigation, the person seeking indemnification satisfied the standard of conduct prescribed in this Article 12. Those persons making such determination may, in their discretion, require such person to provide the following to the Association:
A. A written undertaking by or on behalf of the Officer or Director to repay that amount if that person is finally adjudicated:
(i) 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 Association; or
(ii) With respect to any criminal action or proceeding, to have had reasonable cause to believe that the person's conduct was unlawful;
B. A written affirmation by the Officer or Director that the person has met the standard of conduct necessary for indemnification by the Association as 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.
12.5 Enforceability: The indemnification and entitlement to advances of expenses provided this Article shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of disinterested directors or otherwise, both as to action in that person's official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, trustee, partner or fiduciary and shall inure to the benefit of the heirs, executors and administrators of such a person. A right to indemnification may be enforced by a separate action against the Association, if an order for indemnification has not been entered by a court in any action, suit or proceeding in respect to which indemnification is sought.
12.6 Insurance: The Association shall purchase and maintain insurance (a) on behalf of any person who is or was a Director or Officer of the Association against any liability asserted against that person and incurred by that person in any such capacity, or arising out of that person's status as such, whether or not the Association would have the power to indemnify that person against such liability under this Article; and (b) to protect the Association against liability for employee dishonesty. The Association shall have the power to purchase such other types and amounts of insurance as the Board of Directors shall determine from time to time.
ARTICLE 13
CONFLICT OF INTEREST
The Association shall, at all times, maintain a conflict of interest policy to provide for the procedure to be followed when the Association is contemplating entering into a transaction or arrangement that might benefit the private interest of an Officer or Director of the Association or might result in a possible excess benefit transaction.
ARTICLE 14
COMMITTEES
14.1 Standing Committees: There shall be two Standing Committees for this Association which shall be the Executive Committee and the Nominating Committee.
14.2 The Executive Committee: The Executive Committee ("EC") shall be made up of all six (6) Officers of the Association, over which the President shall preside, and the Executive Director, if any, who shall also serve as a non-voting, ex officio member. The purpose of the EC is to perform executive functions as outlined in this Section and elsewhere in these Bylaws on behalf on the Board especially when time is of the essence. A meeting of the EC may be called by the President, or by a majority of the Officers, or at the discretion of the Board. A majority of the Members of the EC shall constitute a quorum, and no business may be transacted by the EC without a quorum. The duties of the EC shall be to:
A. Exercise such authority as may be delegated by the Board of Directors. Decisions and actions taken by the Executive Committee in such situations shall be reported at the next Board meeting, and shall be subject to control, revision, and alteration by the Board, provided that no rights of third persons shall be prejudicially affected thereby.
B. Meet prior to the Annual Meeting to draft a budget proposal for the Board's consideration.
C. Perform all executive functions and other duties assigned to it by the Board. Any functions or other duties performed by the Executive Committee shall be reported at the next scheduled Board Meeting.
14.3 The Nominating Committee: The Nominating Committee shall be appointed by the President, and approved by the Executive Committee, at least sixty (60) days prior to the Annual Meeting. The Nominating Committee shall be comprised of three Active Members. In no case shall a Member seeking an office or directorship be appointed to the Nominating Committee. Said Committee shall seek from eligible Active Members a slate of those willing to serve as Officers and Directors. Said Committee shall submit its report to the Secretary/Treasurer at least thirty (30) days prior to the Annual Meeting. The Secretary/Treasurer shall distribute this report to all Voting Members prior to the Annual Meeting. At the Annual Meeting, the Nominating Committee shall present its report that can be supplemented by nominations from the floor.
14.4 Ad Hoc Committees: The Board may at its discretion form or dissolve other ad hoc committees to facilitate business of the Association. Membership, duties, and terms of these committees shall be decided by the Board.
ARTICLE 15
AMENDMENTS
15.1 Amendments: These By-Laws may be adopted, amended, or rescinded at any Business Meeting by a two-thirds (2/3) of Voting Members present. Changes to these By-Laws shall not conflict with this Association's Articles of Incorporation.
15.2 Procedure: Proposed amendments or changes to these By-Laws shall first be submitted in writing to the Secretary/Treasurer. A statement explaining the rationale for the proposed amendments or changes shall be included. The Secretary/Treasurer shall then distribute both the proposal and rationale to the Membership at least thirty (30) days prior to the next scheduled Business Meeting.
ARTICLE 16
DISSOLUTION
This Association may be dissolved in accordance with the Articles of Incorporation, the Maine Nonprofit Corporation Act, Internal Revenue Service requirements, and any other requirements so mandated. Dissolution may be considered at any announced Meeting of the Members; however, at least sixty percent (60%) of the Voting Members must be present to proceed with a vote. Dissolution requires a simple majority of the Voting Members present. If dissolution is approved, the Board shall be responsible for oversight of dissolving this Association in accordance with all applicable laws and regulations.
ARTICLE 17
ARBITRATION AND DISPUTE RESOLUTION
17.1 Submission of Disputes to Arbitration. Any and all controversies, claims or disputes arising out of or in relation to these bylaws between any member, director or officer and the corporation shall be referred to arbitration in Augusta, Maine. Should any such dispute arise, the matter in dispute shall be referred to one arbitrator agreed to by all parties to the dispute; if all parties cannot agree, then three arbitrators shall be chosen as follows: one arbitrator shall be chosen by each party to the dispute and a third arbitrator shall be chosen by the first two arbitrators. The parties hereto agree that the arbitration proceeding shall commence within 60 days of the selection of the arbitrator(s). In any such dispute or arbitration, each party will pay its own attorneys' fees. If arbitration is before a single arbitrator, each party shall share the costs and expenses of such arbitrator equally, unless the arbitrator determines that an award of costs and expenses is just. If arbitration is before a panel of three arbitrators, each party shall bear the costs and expenses of the arbitrator chosen by it and the costs and expenses of the third arbitrator shall be shared equally, unless the panel of arbitrators determines that an award of costs and expenses is just. Any decision of the arbitrator(s) shall be in writing and shall set forth what relief, if any, shall be granted. The decision resulting from any arbitration proceeding shall be final, and may be entered in any court of competent jurisdiction.
17.2 Confidentiality. Any dispute arising under these bylaws and any arbitration decision, settlement or other resolution thereof shall be confidential except as may be required by law or agreed to in writing by the parties to the dispute. No press release or public statement of any nature shall be made relating to any dispute arising under these bylaws.
