BY-LAWS OF THE HAWTHORNE COMMUNITY ASSOCIATION
As approved 9/17/15
ARTICLE I: NAME
The name of this Association shall be the Hawthorne Community Association.
ARTICLE II : PURPOSE
A. To perpetuate the memory of Nathaniel Hawthorne and preserve the building in Raymond, Maine, which was his boyhood home.
B. To honor the memory of the early settlers of the community who worshiped in that building.
C. To foster and maintain friendly relations among both the permanent and temporary residents of the community.
D. The Association is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organization described under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
ARTICLE III : MEMERSHIP AND DUES
A. Any person, whether or not a resident of the community, may become and remain an active member by the payment of the annual dues, the amount to be determined by the Board of Trustees. These dues are payable on or before the first day of September of each year. Failure to pay annual dues may be deemed to constitute cessation of membership.
B. Each active member shall be entitled to one vote at all meetings of the Association.
ARTICLE IV: BOARD OF TRUSTEES
A. A Board of Trustees with ten to fourteen members shall be constituted.
B. Each Trustee must be a member of the Association in good standing, and furthermore, must maintain his primary and legal residence within thirty (30) miles of the Hawthorne building.
C. Each Trustee shall serve a term of five (5) years, and as hereinafter provided, arrangements shall be made so that at each Annual Meeting, Trustees who have completed their tenures of office and shall be re-elected or new Trustees elected in their place.
D. Nominations of candidates for Trustees to be voted upon at Annual Meetings shall be made by a majority vote of the Board of Trustees. Other candidates may be nominated by written notification to the President, provided such notification carries the signatures of at least five (5) members in good standing.
E. Trustees shall be elected at Annual Meetings by a majority vote of those present.
F. If a vacancy occurs in the Board of Trustees as a result of death, resignation, disqualification as per Article IV (B) above, removal, or for any other reason, the Board of Trustees may by majority vote elect a replacement who shall serve until the next annual meeting, at which time a new Trustee shall be elected to serve the remainder of the un-expired term of the former Trustee.
G. A member of the Board of Trustees may be removed from office for illegal or unbecoming behavior by the following procedure:
1. Submission to the Board of Trustees of a petition signed by twenty (20) members of the Association in good standing requesting such action.
2. Notification will be sent to all members that such a petition has been received and will be voted upon at either the annual meeting or a special meeting.
3. A vote of two thirds (2/3) of the members present at an annual or special meeting voting upon such a petition shall cause the removal of said Trustee.
H. If these new by-laws are approved by the members of the Association as provided for in Article IX of the original by-laws, the existing Board of Trustees shall undertake to reconstitute its membership in accordance with the new by-laws, the first action to be the nomination of candidates to bring the number of Trustees to a minimum of ten. Also in order to provide for future elections it shall by a lottery procedure to determine the chronological order in which each existing Trustee's term of office shall be deemed to have expired.
I. By a majority vote of its members, the Board of Trustees shall each year elect one of its members to serve as Chairperson. It shall be his or her duty to call meetings of the Board as are deemed necessary and to preside at such meetings to facilitate the board's performance of its duties. The Chairperson shall also be empowered to appoint such Board committees as are necessary or expedient, and shall make certain that records of meetings of the Board of Trustees are taken and preserved.
J. The Chairperson of the Board of' trustees shall have the right to cast an additional and tie breaking vote if such is necessary to provide a majority vote of the members of the Board.
K. The duties of the Trustees shall be:
ARTICLE V: OFFICERS
1. The general supervision and control of the assets of the Association, with the objective of maintaining them in proper condition.
2. The authorization of all expenditures, all lawful acts and any other actions necessary or proper to carry out the stated purposes of the Association; delegation of certain of these authorities may be given in writing to officers of the Association if they are not Trustees.
3. The approval of the Annual Budget of Expenditures and the Annual Activities program as recommended by the Officers.
4. The nomination of Trustees and Officers as provided for in Articles IV (D) and V (D).
5. The removal of an Officer for actions that are either illegal or unbecoming as provided in Article V (F), provided such Officer is not a Trustee.
A. The officers of the Association shall be a President, a Vice-President, a Secretary and a Treasurer. Collectively they shall constitute the Operating Committee.
B. Each Officer, who may also be a Trustee, must be a member of the Association in good standing, and furthermore, must maintain his legal residence within thirty (30) miles of the Hawthorne building.
C. The President, Vice President, Secretary and Treasurer shall be elected by a majority of those members present at each Annual meeting and shall hold office until they are re-elected or their successors are chosen at the next Annual meeting.
D. Candidates for the above mentioned offices shall be nominated by a majority vote of the Board of Trustees. Other candidates may be nominated by members in good standing.
E. If an Officer ceases to serve as the result of death, resignation, disqualification as per Article V (B) above, removal, or for any other reason, the Board of Trustees shall by majority vote elect a replacement who shall serve until the next annual meeting.
F. An Officer who is not a Trustee may be removed from office for illegal or unbecoming behavior by a two-thirds (2/3) vote of the Board of Trustees.
G. The President shall when present preside at all meetings of the members of the Association and at all meetings of the Operating Committee. He or she also shall have the prime responsibility for the implementation of programs approved by the Board of Trustees. The President is empowered to appoint such committees made up of officers and members as are necessary to carry out properly the purposes of the Association.
H. In the absence or incapacitation of the President, the Vice President shall perform the duties of President.
I. The Secretary shall attend to the extent possible all meetings of the Association and the Operating Committee and maintain accurate records thereof. In his or her absence, the President shall appoint a secretary pro tem to perform the duties of the Secretary. The Secretary shall also give notice of all meetings of the Association or the Operating Committee and of other activities of the Association in a manner prescribed by the by-laws.
J. The Treasurer shall receive all moneys paid to the Association and shall care for them in the manner decided by the Board of Trustees. He or she shall be granted by the Board of Trustees a signature and counter-signature authority for checks, notes, drafts, orders and receipts. Upon the receipt of authenticated invoices he/she shall, within the limit of his/her authority, make payments and disbursements by check, and he/she shall retain all vouchers and cancelled checks. He/she shall keep accurate and current the necessary books of accounts which shall at all times be available to the Board of Trustees.
K. In addition to their individual responsibilities, the Officers as members of the Operating Committee shall have the following collective duties:
ARTICLE VI: MEETINGS
1. To prepare an annual Budget of Expenditures for the next fiscal year to be submitted to the Board of Trustees for approval within at least one month after the Annual meeting.
2. To recommend to the Board of Trustees within at least one month after the annual meeting a program of activities for the next fiscal year.
3. To direct and implement the activities of the Association within the financial and other limits decided upon by the Board of Trustees.
A. The Annual meeting of the Association shall be held at the Hawthorne building or elsewhere in the community, as decided upon by the Board of Trustees on a date between the fifteenth (15th) day of June and the first (1st) day of September; the date so chosen by the Board of Trustees shall in their opinion provide the greatest possible opportunity for attendance by the members.
B. Special meetings may be called at any time by the Chairperson of the Board of Trustees, by the President or upon written petition of at least ten (10) members of the Association in good standing.
C. Notice of Annual and Special meetings shall be given to the members of the Association by the Secretary by means of a written notice addressed to the last known address of each member and postmarked at least seven (7) days prior to the date of the meeting.
ARTICLE VII: AMENDMENTS
At any annual meeting or any special meeting of the Association called for that purpose, these by-laws may be amended, altered or repealed by a two-thirds (2/3) vote of the members present, provided that notice of the proposed changes shall have been given in writing at the time of notification of the meeting to those present.
ARTICLE VIII: DISSOLUTION OF ASSOCIATION
Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the town of Raymond for a public purpose. Any such assets not disposed of shall be disposed of by a court of competent jurisdiction in the county in which the principal office of the organization is then located exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.