Cumberland County Extension Association By-Laws
Article I – Name
The name of the Association is Cumberland County Extension Association. It is referred to in the bylaws as the “Association”.
Article II – Purpose
The Association fulfills the Cooperative Extension Act (Smith-Lever Act of 1914) in Cumberland County in cooperation with the University of Maine Cooperative Extension and Cumberland County government through the Cumberland County Commissioners.
The Association promotes the research-based education of University of Maine Cooperative Extension in the areas of agriculture and natural resources, youth development, food and nutrition, and community life in Cumberland County.
The Association will partner with other organizations to support UMaine Extension’s mission.
Article III – Authorization
The following is excerpted from the Statutes.
§192: Demonstrations and information
Cooperative extension work shall consist of the giving of practical demonstrations in agriculture and natural resources, youth development, and home economics and community life and imparting information on those subjects through field demonstrations, publications and otherwise.
§193: County extension associations
For the purpose of carrying out this chapter, there may be created in each county or combination of two counties within the State an organization known as a “county extension association,” and its services available to all residents of a county. The county extension is viewed as a unique and important educational program of county government. The executive committee of each county extension association shall prepare an annual budget as requested, showing in detail its estimate of the amount of money to be expended under this chapter within the county or counties for the fiscal year.
§194. Budget and taxes
The executive committee shall submit to the board of county commissioners on a date requested by the county commissioners, and the county commissioners may, if they deem it justifiable, adopt an appropriate budget for the county extension program and levy a tax therefore. The amount thus raised by direct taxation within any county or combination of counties for the purposes of this chapter shall be used for the salaries of clerks, provision of office space, supplies, equipment, postage, telephone, a contribution toward the salaries of county educators and such other expenses as necessary to maintain an effective county extension program.
Article IV – Board of Directions
Number & Terms of Office
There shall be a minimum of 5 and a maximum of 15 directors from each of the five (5) Districts of Cumberland County, where possible. All directors must be residents of Cumberland County. (See Appendix A for a list of the 5 districts.)
Each director shall be elected to a term of 2 years with no more than 3 consecutive terms unless the director has filled a partial term due to a vacancy. Extensions to those terms for any director can be approved by a majority of the directors at a regular meeting.
Vacancies on the Board of Directors may be temporarily filled by the Board at any regular or special meeting and may be recognized at the next Annual Meeting for a full board position. Terms run from October 1st to September 30th of each year.
Directors shall represent the residents of Cumberland County, with special emphasis on populations targeted by the Annual Plan of Work. (For more information, please see the Smith-Lever Act Capacity Grant.) The Association encourages minorities and underrepresented County residents to become directors. The Association conforms to the University of Maine’s Non Discrimination policy. The Association will seek to include directors from each of these focus areas: Master Gardener Association, Master Food Preservers, 4-H, Extension Homemaker, EFNEP community partner, and a business representative, farmer, or local food producer.
Election of Directors
Nominees for new directors can be brought to the full board at any time. A majority vote of directors present at any regular meeting where new nominees are proposed shall be necessary to elect a director.
Directors will be reappointed to each (3) 2-year term by a majority vote of directors present at the Annual Meeting.
Vacancies and Attendance
Vacancies on the board may be temporarily filled at a regular or special meeting and an individual filling this vacancy will be nominated for a 2-year term at the next Annual Meeting.
Directors who have three unexcused absences from the regular monthly meetings of the board within a year (October 1st – September 30th) may be deemed to have resigned from the board.
Article V – Duties and Powers of the Directors
In addition to the authority given and duties imposed by these bylaws and the laws of the State of Maine, the directors are charged with the management of the Association with full power to acquire property, both real and personal, in the name of the Association and to sell, lease, mortgage, and exchange or otherwise dispose of such property.
Duties and Powers of the Directors include:
a.) Approving an annual operating budget for submission to the County Commissioners.
b.) Approving the positions of staff utilizing county funds.
c.) Participating in the interview process and assisting in the selection of a candidate in the event of an opening in a County funded position.
d.) Performing such other functions as may be necessary for achieving the purposes of the Association.
e.) Supporting the programs and funding of approved Extension programs.
f.) Reviewing non-budgeted funding requests that are not in the annual operating budget, new funding initiatives that impact County operations and any changes to operations and budget during the year.
g.) The directors may establish Standing and Ad Hoc committees to govern their activities by majority vote of directors, and delegate such authority as may be necessary or desirable for the efficient management of the affairs, business or activities of the Association. The President of the Association has the authority to establish committees and to appoint members to serve on Standing and Ad Hoc committees to carry out the duties and functions of the Association.
Article VI – Officers
There shall be four officers of the Association: President, Vice President, Secretary and Treasurer. They are elected to a two (2) year term. The slate of officers must be reviewed at the next regular meeting or whenever an officer resigns. A majority vote of directors present at the Annual Meeting shall be necessary to elect each new director.
Article VII – Duties and Powers of the Officers
a.) President: The President will preside at regular and special meetings of the board and represent the Association at the County Commissioner’s annual budget meeting. The President shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: Vice President, Secretary, and Treasurer. The President may call special meetings of the board or board committees when necessary. The President shall be responsible for establishing all committees and appointments to these committees and may designate the Chair of each committee.
The President chairs the Executive Committee.
b.) Vice President: Assumes the duties of the President when necessary. He/she works closely with the President in order to succeed the President at the end of his/her term and provide continuity in the management and oversight of the Association.
The Vice President is a member of the Executive Committee.
c.) Secretary: The Secretary shall record and keep the minutes of regular and special meetings of the board and Executive Committee, and shall ensure that directors are notified of all meetings of the Association not less than 7 calendar days prior to the date of the meeting.
The Secretary is a member of the Executive Committee.
d.) Treasurer: The Treasurer shall have oversight of all funds of the Association. The Treasurer shall approve all vouchers, sign all checks for the disbursement of funds, review monthly bank statements, and submit financial reports to and on behalf of the directors monthly and at other times as the board may require. To ensure financial accountability, County Extension staff will conduct duties under the direction of the Treasurer, including but not limited to: deposit funds or arrange for their deposit in accounts, reconcile monthly bank statements, and write all checks for disbursement of funds.
The Treasurer is the Chair of the Finance Committee. The Treasurer is a member of the Executive Committee.
e.) Succession of Officers: The Executive Committee will nominate a director and the board will approve the nomination to fill the unexpired term.
In the event of multiple officer positions to fill, the board will appoint directors at a regular meeting to fill the term of officers until the Annual Meeting.
Article VIII – Committees
Standing and Ad Hoc committees may be established to govern activities, and delegate such authority as may be necessary or desirable for the efficient management of the affairs, business or activities of the Association. Ad Hoc Committees may include representation of interested volunteers when approved by majority vote of the directors. Only a director of the Association may serve as Chair of an Ad Hoc Committee.
There may be the following standing committees of the Association, the members of which shall be appointed by the President or his/her delegate.
Executive Committee (Standing):
The Executive Committee oversees the general management of the Association. This includes:
1.) Ensuring the needs of Cumberland County residents are met to the extent that resources permit through UMaine Cooperative Extension programing, projects, and events.
2.) Addressing housing and facilities issues that arise including the review of leases, capital improvements and other facility maintenance and physical plant and operational issues.
3.) Analyzing the efficiency and effectiveness of the board from an operational and infrastructural standpoint.
The Executive Committee is empowered by the board to act in lieu of the full board in the event that an action needs to occur before the next regularly scheduled meeting of the directors. Any action taken by the Executive Committee must be presented for review at the next board meeting.
In the event of a tie vote by members of the Executive Committee the President will cast the tie breaking vote.
The President of the Association shall serve as the Chair of the Executive Committee.
Finance Committee (Standing):
The Finance Committee shall consist of the Treasurer, who shall be its Chair, and at least two (2) other directors. The Finance Committee shall:
1.) oversee the financial affairs of the Association, including the monthly financial statements and the annual financial audit.
2.) review the annual budget for board approval and submission to the County.
3.) recommend to the board policies and procedures related to the fiscal management and oversight of the Association.
4.) prepare an annual report for the board of the Association finances. This report will be based on an external annual financial audit, when this audit is required.
Orientation Committee (Ad Hoc):
The Orientation Committee is responsible for:
1.) Identifying and recommending ongoing orientation and education of new and current directors to the President.
2.) Orientation for directors, which will occur outside of regular meetings.
Annual Meeting (Ad Hoc):
The Annual Meeting Committee is responsible for:
1.) Planning, organizing, arranging and selecting the location of the Annual Meeting.
2.) Working closely with staff, directors, and others as needed to plan and execute the Annual Meeting.
3.) Recommending a theme for the Annual Meeting.
Community Relations and Advocacy (Ad Hoc):
The Community Relations and Advocacy Committee will raise awareness of the value of UMaine Extension to residents of Cumberland County. This includes:
1.) Serving as ambassadors of UMaine Extension in Cumberland County.
2.) Identifying collaborative opportunities in the community.
3.) Engaging with town officials or their delegates to educate them about what UMaine Extension provides to citizens of Cumberland County.
4.) Connect annually with educators about their strategic priorities for the year.
The Association may establish other committees, and select the membership from directors or other interested persons, as the board may from time to time deem to be in the best interests of the Association.
Article IX – Meetings and Notices of Meetings
Annual, Regular, and Special Meetings of the Board of Directors
Regular meetings of the directors shall be held monthly, unless voted otherwise, at such time and place as the directors determine.
Special meetings of the board may be called by the President, Vice President, or any three directors acting together, with not less than seven (7) days advance notice to the directors of the board.
The Annual Meeting of the Association shall be held at least once each calendar year at a place recommended by the Annual Meeting Committee and approved by the directors.
With the notice of all meetings of the directors, there shall be an agenda for the meeting, together with any other written materials to come before the meeting, and where pertinent, and the minutes of the previous meeting.
Article X – Quorum
A simple majority (one more than half) of the total number of directors attending by physical presence or approved proxy such as through technological assistance shall constitute a quorum at any regular, special, or the Annual Meeting.
Article XI – Compensation
The directors shall receive no compensation for their services as such, but may be reimbursed for reasonable expenses when they are engaged in the business of the Association, if approved by the President of the Association.
Article XII – Dissolution of the Association
Upon dissolution of this Association, its financial and other capital assets will be distributed to Cumberland County Government.
Article XIII – Indemnification
Provided a director has acted in good faith, not been grossly negligent, has not acted against the best interests of the Association, or engaged in self-dealing, whether in the capacity as an officer of the Association or otherwise, each director shall be fully indemnified of and from all costs and expenses (including legal fees and costs of defense) incurred in connection with any claim arising from the director’s actions for or on behalf of the Association. The Association may elect at any time to obtain insurance to pay for such indemnification.
Article XIV – Review of Association’s Books
The books and accounts of the Association shall be reviewed annually and audited by the Finance Committee or whenever required by regulatory directives, by an independent certified public accountant or comparable qualified individuals, selected by majority vote of the directors.
The Association’s fiscal year shall coincide with the Cumberland County Commissioner’s fiscal year.
Article XV – Amendments
These bylaws may be altered, amended, or wholly repealed by a vote of the majority of the directors provided written notice of such proposed alteration, amendment, or repeal is given in the call for the meeting, and that such call is issued at least 14 days before the meeting is scheduled.
Appendix A – Districts of Cumberland County
County Commissioner’s District Reapportionment:
District 1: Baldwin, Bridgton, Gorham, Harrison, Scarborough, Sebago, Standish
District 2: Casco, Chebeague Island, Cumberland, Falmouth, Frye Island, Long Island, Naples, Raymond, Windham, Yarmouth
District 3: Brunswick, Freeport, Gray, Harpswell, New Gloucester, North Yarmouth, Pownal
District 4: Cape Elizabeth, South Portland, Westbrook
District 5: Portland
Adopted June 21, 2023