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 Commissioner’s.

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 Association’s authorization is from the County Extension Act, (7 MRSA §§193 – 195). 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 27 directors from each of the five (5) Districts of Cumberland County.

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.

Terms run from October 1st to September 30th of each year.

Representation

Directors shall represent the residents of Cumberland County, with special emphasis on populations targeted by the Annual Plan of Work.

The Association encourages minorities and under-represented 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 volunteer, Extension Homemaker, Eat Well community partner, and a business representative, farmer, or local food producer.

Election of Directors

The Nomination and Orientation Committee shall present a list of nominees for election to the board at the regular meeting of the board in the month preceding the Annual Meeting.

A majority vote of directors present at the Annual Meeting 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) will be deemed to have resigned from the board.

Article V – Duties Powers and 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.

Powers and Duties 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 pos

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.

The Nomination and Orientation Committee will present a slate of officers to the directors for approval at the board meeting preceding the Annual Meeting.

Officers are elected for a two (2) year term at the Annual Meeting.

A majority vote of directors present at the Annual Meeting shall be necessary to elect each new director.

Article VII – Power and Duties 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 notify directors 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 charge of all funds of the Association, deposit funds or arrange for their deposit in accounts as the Executive Committee shall direct, shall approve all vouchers, sign all checks for the disbursement of funds, review and reconcile monthly bank statements, and submit financial reports to and on behalf of the directors monthly and at other times as the board may require.

The Treasurer shall be bonded in an amount determined by UMaine Cooperative Extension and the cost of this bond shall be paid by UMaine Cooperative Extension.

The Treasurer is the Chair of the Finance Committee. The Treasurer is a member of the Executive Committee.

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 will 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 Committee’s 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 shall be the following standing committees of the Association, the members of which shall be appointed by the President or his/her delegate.

Executive Committee:

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:

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.) prepare the annual budget for board approve and submission to the County.

3.) review and recommend to the board approval of the Financial Statements.

4.) recommend to the board policies and procedures related to the fiscal management and oversight of the Association.

Nomination and Orientation Committee:

The Nomination and Orientation Committee is responsible for:

1.) Identifying and recruiting Cumberland County residents whose participation and involvement would be beneficial for the Association.

2.) Nominating individuals for board approval as a director of the Association.

3.) Identifying and recommending ongoing orientation and education of directors to the President.

Annual Meeting:

The Annual Meeting Committee is responsible for:

  • Planning, organizing, arranging and selecting the location of the Annual Meeting.
  • Working closely with staff, directors, and others as needed to plan and execute the Annual Meeting.
  • Recommending a theme for the Annual Meeting.

Community Relations and Advocacy:

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.

Other Committees

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 each 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.

Adopted August 20, 2014