ARTICLE I- NAME

The name of the organization is the Cobscook Bay Fishermen's Association (referred to below as "the Association").

ARTICLE II - PURPOSE

The purpose of the Cobscook Bay Fishermen’s Association is the conservation, enhancement, and sustainable use of the marine resources of Cobscook Bay.

ARTICLE III - MEMBERSHIP

The Association shall be a membership organization.

1. Eligibility. To be eligible for membership in the Association, a person must:

1. reside in one of the following communities: Lubec, Trescott, Whiting, Edmunds, Dennysville, Pembroke, Perry, Pleasant Point, Eastport, Robbinston, or Calais; AND
2. either

1. hold a current and valid commercial marine resource harvesting license from the State of Maine, OR
2. work as crew on a vessel owned by a member who holds a current and valid commercial marine resource harvesting license from the State of Maine AND be sponsored for membership by that member/licenseholder, provided however, that no member/licenseholder shall be permitted to sponsor more than two crew members for membership in the Association.

1. Membership. An eligible person may become a voting member by completing a registration form and paying the current year’s membership dues to the Association. The Board of Directors shall have final responsibility for determining whether membership eligibility requirements have been met.
2. Annual Dues. The amount of annual dues for each calendar year shall be established by the Board of Directors. Dues shall be paid when each person becomes a member, and thereafter in January of each year. The money raised from membership dues will be used for operating expenses and activities that are approved by the Board of Directors.
3. Membership Responsibilities. The members shall have the responsibility of electing the organization’s Board of Directors and Officers, deciding on proposed amendments to these bylaws, and deciding on other proposals brought to the members by the Board of Directors.

There shall be a Board of Directors of no fewer than seven and no more than eleven members, including the following four officers: Chair, Vice-Chair, Secretary, and Treasurer. The Board of Directors shall be responsible for, and have supervision of, all affairs and property of the Association. It shall transact, or authorize others to transact all business for and on behalf of the organization. Individual members of the Board shall attend Board meetings, and shall represent the concerns of fishermen to the Board and communicate information from the Board back to fishermen. Officers and other Board members shall be elected by a majority of voting members voting by secret ballot at the annual meeting and shall serve for a term of one year. Any Officer or Board member of the Association may resign by notifying the Board in writing. If a vacancy occurs on the Board between annual meetings, the Board shall convene a membership meeting at which an election will be held to fill the vacancy.
 
 

ARTICLE V - POWERS AND DUTIES OF OFFICERS

1. Chair: The Chair shall be a spokesman for the Association. The Chair when present shall preside at all Board meetings and membership meetings or designate another person to moderate such meetings. The Chair shall perform such duties and have such powers additional to the forgoing, as the Board of Directors shall designate.
2. Vice-Chair: The Vice-Chairman shall have such powers and perform such other duties as the Board of Directors from time to time designate and, in the absence of the Chair, will preside at meetings of the Association or designate another person to moderate such meetings.

1. Secretary: It shall be the duty of the Secretary to ensure that all votes and proceedings of Board meetings and general membership meetings are recorded. The Secretary shall ensure that prior notice is provided for all meetings. The Secretary shall have responsibility for keeping, or causing to be kept, accurate records of the Association.
2. Treasurer: The Treasurer, or other agent designated by the Board of Directors, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Association and shall deposit all monies and other valuable effects in the name and to the credit of the Association in such depositories as shall be designated by the Board of Directors or, in the absence of such designation, in such depositories as he/she shall from time to time deem proper. He/she shall promptly render to the Chair and to the Board of Directors such statements of his/her transactions and accounts as the Chair and the Board respectively may from time to time require. It shall be the responsibility of the Treasurer to collect membership dues and maintain a current list of members in good standing. The Treasurer shall perform such duties and have such powers additional to the forgoing as the Board of Directors may designate.

ARTICLE VI - MEETINGS

A. General Membership Meetings: An annual meeting of the membership will be held in the month of May of each year or at some other time and place as the Board of Directors may determine. Reasonable notice of this meeting, written or by publication, shall be given by the Secretary. Failure to hold an annual meeting shall not in any way invalidate the action of the Directors or Officers, each of whom shall retain office and power to act until his/her successor shall have been duly elected and qualified. At the annual meeting there will be heard and acted upon the reports of the Officers and the transaction of such other business as may properly come before the meeting. The Board shall convene such additional membership meetings as it deems appropriate. A quorum for general membership meetings shall be 20% of the members in good standing. Decisions shall be made by a majority vote of members present.

B. Board of Directors Meetings: The Board of Directors shall meet on a regular basis, according to a schedule communicated to the membership in advance. Five Board members shall constitute a quorum for the transaction of business, but a lesser number may adjourn the meeting to a later date. The Board shall determine issues by a majority vote of members present. The Secretary shall ensure that timely notice of Board meetings is provided to Board members by mail, phone, or publication.

One or more Directors may participate in any meeting of the Board by means of conference telephone or similar communications equipment by which all persons participating in the meeting are able to hear each other at the same time. Such participation shall constitute presence in person at such meeting.

Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting if a consent in writing, setting forth the action as taken, shall be signed by all of the Directors with respect to such subject matter. Such consent, which may be signed in counterparts, shall have the same force and effect as a vote of the Board of Directors.
 
 

ARTICLE VII - COMMITTEES

Committees may be established at any time by the Board for any reason consistent with the purpose of the Association. The membership of each committee shall include at least one Board member.
 
 

ARTICLE VIII - AMENDMENT OF BY-LAWS

By-laws may be amended by a two-thirds vote of members in good standing present at a general membership meeting. A description of the proposed amendments will be included in the meeting notice.
 
 

ARTICLE IX- REMOVAL OF OFFICERS AND BOARD MEMBERS

Any Officer or Board member may be removed by a two-thirds vote of the members in good standing present at a general membership meeting.
 
 

ARTICLE X - RESTRICTED USE OF FUNDS

No funds of the Association will be used for the benefit of private individuals. The Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the Association.
 
 

ARTICLE XI - CONFLICTS OF INTEREST

Whenever a Director or Officer has a financial or personal interest in any matter coming before the Board of Directors, the affected person shall a) fully disclose the nature of the interest and b) withdraw from lobbying and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested Directors determine that it is in the best interest of the Association to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.
 
 

ARTICLE XII - CHECKS, NOTES, DRAFTS AND OTHER INSTRUMENTS

Checks, notes, drafts and other instruments for the payment of money drawn or endorsed in the name of the Association may be signed by any officer or officers, or person or persons authorized by the Directors to sign the same. No officer or person shall sign any such instrument as aforesaid unless authorized by said Directors to do so.
 
 

ARTICLE XIII - DISSOLUTION

In the event of the dissolution of the Association, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the Association to the extent the assets of the Association permit, dispose of all the assets of the Association in a way that furthers the purposes of the Association, as the Board of Directors shall determine, and in accordance with the statutes of the State of Maine.