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BDC Bylaws as Amended 12-6-13 Final

BDC Bylaws as Amended 12-6-13 Final

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Published by pemster4062
The updated BDC bylaws as of Dec 2013
The updated BDC bylaws as of Dec 2013

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Published by: pemster4062 on Feb 06, 2014
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BYLAWS OF BRUNSWICK DEVELOPMENT CORPORATION ADOPTED: February 22, 1995 AMENDED: December 18, 2013 ARTICLE I GENERAL Section 1.1. Name.
 The name of the Corporation shall be the Brunswick Development Corporation.
Section 1.2. Location of Corporation.
 The Corporation shall have its principal place of business at Brunswick, Maine.
Section 1.3. Purposes.
 The Corporation is organized and shall be operated on a nonprofit basis to foster, encourage, assist, support, and promote the development, establishment, settlement, or resettlement within the Town of Brunswick, Maine, of industrial, manufacturing, fishing, agricultural, recreational, or other business enterprises for purposes of stimulating economic growth in the Town in part by providing support incentives for businesses to construct and expand facilities, incorporating new techniques, combating community deterioration, lessening the burdens of government, providing for increased tax base within the Town; and the Corporation shall constitute a "local development corporation" pursuant to 5 M.R.S.A. §13081(6).
ARTICLE II BOARD OF DIRECTORS
 
Section 2.1. Management by Board.
 The affairs of the Corporation shall be managed by its Board of Directors, which may exercise all powers of the Corporation and do all lawful acts and things necessary or appropriate to carry out the purposes of the Corporation.
Section 2.2. Number of Directors.
 The Board of Directors shall be comprised of not less than five (5) members and not more than seven (7) members. It is the intent of these Bylaws that the Corporation maintain seven (7) members of the Board of Directors as outlined in Section 2.3 as consistently as is reasonably practical.
Section 2.3 Directors.
The persons holding the Town of Brunswick position of Town Manager shall be an ex-officio Director of the Board of Directors so long as the person remains in such position. The Town Council of Brunswick shall appoint two (2) members of the Town Council as Town Council Directors, whose terms shall expire annually on December 31
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. For avoidance of doubt, this right of the Town Council of Brunswick is in no way limited by the Articles of Incorporation or Section 6.2 of these Bylaws. No Town Council Director shall serve more than six (6) consecutive one-year terms. The Board of Directors shall appoint four (4) Public Directors, at-large. Each of the Public Directors shall have demonstrated education or experience in one of the following areas: law, finance, accounting, business, banking, or economic development. Public Directors’ terms shall expire on December 31
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. Public Directors shall be appointed for two (2) year terms with staggered terms such that no more than two (2) Public Directors’ terms shall expire at once. No Public Director shall serve more than three
 
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consecutive two-year terms. No Town Council Director or Public Director of the Board of Directors shall serve in any capacity on any other economic development corporation. All Directors are voting members of the Board of Directors.
Section 2.4. Vacancies.
 
Any vacancy occurring in the Board of Directors shall be filled by the vote of a majority of the remaining Directors even if there is less than a quorum of the Board of Directors as soon as reasonably practical following the occurrence of such vacancy. A person appointed to fill a vacancy which occurs, other than by reason of an increase in the number of Directors, shall serve until expiration of the term that would have been served had the vacancy not occurred.
Section 2.5. Removal of Directors.
The Board of Directors may suspend or remove a Director at any time with cause by a vote of the majority of the Board of Directors other than the Director whose suspension or removal is sought. Any Director proposed to be suspended or removed shall be entitled to written notice at least five days in advance of the meeting at which such suspension or removal is to be voted upon, and shall be entitled to appear and be heard prior to any vote.
Section 2.6. Quorum.
At all meetings of the Board of Directors, no less than five (5) Directors shall be sufficient to constitute a quorum for the transaction of business.
Section 2.7. Conflict of Interest.
Each Director of the Board of Directors shall sign the Conflict of Interest Policy and Code of Ethics at the Annual Meeting or Special Meeting. Furthermore, no Director, state elected official, or Brunswick Town Councilor shall apply to or be eligible to receive from the Corporation, financial assistance in the form of a loan or grant while in office and for a period of one (1) year after leaving office. Further reference is made to Article IX of these Bylaws.
ARTICLE III MEETINGS Section 3.1. Annual Meeting.
 The Board of Directors shall hold an annual meeting at such date, time and place as the Board shall designate.
Section 3.2. Regular Meetings.
 Regular meetings of the Board of Directors may be held at such date, time and place as the Board shall designate. Notice of regular meetings shall be provided in accordance with Maine law.
Section 3.3. Special Meetings.
 Special meetings of the Board of Directors may be called by the President of the Corporation on his or her own motion or upon written request of a majority of the Directors, and noticed in accordance with Maine laws.
Section 3.4. Notice of Meetings.
 Attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting unless required by law, or these Bylaws.
 
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Section 3.5. Telephonic Participation in Meetings.
 There shall be no telephonic participation in any meetings of the Corporation.
ARTICLE IV NOTICE Section 4.1. General.
 Whenever under the provisions of the statutes, Articles of Incorporation, or these Bylaws, notice is required to be given to any Director, such notice must be given in writing by personal delivery, by mail, or by telephone, addressed to such Director at his address as it appears on the records of the corporation, with postage or other delivery fees prepaid, or at his telephone number as it appears on the records of the corporation. Notice by mail shall be deemed to be given at the time it is deposited in the United States Mail.
Section 4.2. Waiver.
 Whenever under the provisions of the statutes, Articles of Incorporation, or these Bylaws, notice is required to be given to any Director, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time state therein, shall be deemed equivalent to the giving of such notice. Attendance at a meeting of a person entitled to notice shall constitute a waiver of notice of the meeting unless he or she attends for the express purpose of objecting to the transaction of business on the grounds that the meeting was not lawfully called.
ARTICLE V OFFICERS AND AGENTS Section 5.1. Officers
. The officers of the Corporation shall be a President, a Vice President, a Treasurer, and a Secretary, and such officers as the Board of Directors may from time to time designate.
 
Section 5.2. Election of Officers.
 The Board of Directors shall choose annually the officers of the Corporation who shall be Directors of the Corporation. A Director may hold more than one office.
Section 5.3. Other Officers and Agents.
 The Board of Directors may appoint such other officers and agents as it shall deem necessary. Such officers and agents shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.
Section 5.4. Compensation.
 There will be no compensation, for any or all officers of the Corporation, except for reimbursement of expenses and for provision of a meal during a Board of Directors meeting.
 
Section 5.5. Term of Officers.
 The officers of the Corporation shall hold office until their successors have been elected and qualified. Any officer elected or appointed by the Board of Directors may be removed with or without cause at any time by an affirmative vote of a majority of the Board of Directors. Any vacancy in any office of the Corporation shall be filled by vote of the Directors.
Section 5.6. President of the Corporation.
 The President of the Corporation shall, when present, chair all meetings of the Board of Directors. He or she shall inform himself or herself concerning all affairs of the Corporation and see that the duties of the officers and employees of the Corporation are properly discharged; that the Bylaws of the Corporation are observed; and that all statements and returns required by law are made; and, he or she shall assume such share in the management of the business as the directors

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