Mission Statement Community Cultural Celebration Article 1 – Name and Mission Section 1 Name. The name of this organization shall be the Community Cultural Celebration, hereinafter referred to as the CCC. Section 2. Mission. The Community Cultural Celebration promotes understanding of worldwide cultures on a personal level Section 3. Equal opportunity. The CCC shall be an equal opportunity and affirmative action employer and it shall not discriminate on the basis of age, race, religion, color, creed, sex, sexual preference, handicap or national origin. Section 4. Non-partisan. The CCC shall be nonpartisan, nonsectarian and shall take no part in nor lend its support to the election or appointment of any candidate for public office. Article 2 – Non-Profit Status Section 1. Non-profit status. The CCC is organized as a not-for-profit corporation under the laws of the State of Maine and has been established exclusively for all such purposes as are permitted for organizations exempt from Federal income tax laws under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding section(s) of any future Federal tax code. Section 2. Non-profit principles. The activities of the CCC shall be conducted for such purposes and in such a manner that no part of its net earnings shall inure to the benefit of any member, director, officer or employee of the CCC, except that the CCC may pay reasonable compensation for services provided to the CCC or on its behalf. Section 3. Disposition of Assets. Upon dissolution of the CCC, the assets of the CCC remaining after the satisfaction of all of it’s liabilities shall be transferred only to an organization(s) that is operated exclusively for charitable, scientific or educational purposes and which is exempt from tax under provisions of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, as approved by a two-thirds vote of the Board of Directors of the CCC. Article 3 – Membership Section 1. Membership. Membership shall be given to any individual, family, or organization who subscribes to the mission of the CCC and abides by its policies, and who pays dues and any other fees as may be requested by the Board of Directors. Section 2. Voting. Membership is not required in order to participate in any CCC event. Only members, however, may vote in CCC elections, or hold the position of Director, Coordinator, or officer of the CCC. Section 2.3. Dues. The Board of Directors thereof may define dues, fees, classes of membership, and privileges. Section 3.4. Membership Disputes. The Board of Directors shall resolve any dispute involving membership status. Article 4 – Board of Directors Section 1. Board of Directors. The CCC shall be governed by its Board of Directors. Section 2. Duties of the Board. The Board shall be responsible for the management and planning for the organization. Section 3. Number of Directors. The Board of Directors shall consist of a minimum of five members and a maximum of eleven members elected from the general membership of the CCC. Section 4. Term and election of Board members. Board members shall serve a term of three years, staggered in groups of one to five members, thereby rotating their election years. Any vacancies on the Board shall be filled by a majority vote of the Board to serve any unexpired term. A Board member elected in this manner will fill the vacancy for the unexpired term of the Board member’s predecessor in officer. Section 5. Quorum of the Board. A simple majority of the Board shall constitute a quorum of the Board enabling it to conduct its business. Section 6. Removal of a Board member. Any Board member who is absent without a reason or without communicating a pending absence to the President for three consecutive Board meetings shall be removed from the Board. Board members may be removed from the Board by a two-thirds majority vote of the Board members. Section 7. Compensation. Board members shall not receive compensation for their services, but by resolution of the Board, reimbursement for expenses incurred may be allowed if approved by the Board. Section 8. Committees. The Board shall have the authority to set up special or regular committees as may be required. Such committees shall serve at the pleasure of the Board. The Board may appoint agents and a Coordinator for the Community Cultural Celebration, as it deems advisable and prescribe the powers and duties thereof, and compensation, if any. The President shall be an ex-officio member of all committees. The act of the majority of the committee shall be the act of the committee. Minutes of committee meetings shall be kept, placed on file with the Secretary of the Board, and shall be available for review by the membership. Section 9. Grievance Committee. The Board may appoint as a Grievance Committee to investigate specific issues and complaints involving the CCC, with their report submitted at the next Board of Directors meeting regarding suggested action to be taken. Section 10. Staff. The Board shall appoint, elect, or hire any staff necessary to carry out the purpose of the organization. Section 11. Rules. The workings of the Board shall be governed by these By-Laws, and where the By-Laws are silent, the Board shall follow Roberts Rules of Order. Article 5 - Officers Section 1. Board Officers. The Board shall elect, for a term of one year, the following officers from the membership of the Board at the annual Board meeting: President Section 2. Nominating Committee. The Board may choose to appoint a nominating committee of not less than three CCC members who shall present to the Board of Directors a slate of candidates for Board offices to fill vacancies, anticipated vacancies or expired terms of the Board. Section 3. Duties of the President. The President shall preside at all meetings of the Board and general members, shall have general supervision of all affairs of the CCC, shall be responsible for any delegation of authority to other members of the CCC, shall serve as the representative of the CCC in the community, and shall perform other and special duties otherwise provided by these By-laws and as may be required by the Board. Section 4. Duties of the Vice President. The Vice President shall perform all duties of the President when the President is unavailable, shall preside at all official meetings in the absence of the President, shall perform other and special duties otherwise provided by these By-laws and as may be required by the Board, shall chair and be responsible for development of the organization as appointed by the Board, and shall be allowed to form committees to execute the development and fund raising responsibilities. Section 5. Duties of the Secretary. The Secretary shall be responsible for maintaining and preparing accurate written records of all meetings of the Board and the general membership, shall conduct any correspondence as directed by the Board and the President, shall maintain a file of all correspondence and records of the CCC, and shall perform other and special duties otherwise provided by these By-laws and as may be required by the Board. Section 6. Duties of the Treasurer. The Treasurer shall be the principal accounting and financial office of the organization, shall be responsible for the maintenance of adequate books of accounting, shall have charge and custody of funds and securities and be responsible for receipt and disbursement thereof, shall perform all duties incident to the office of Treasurer, shall present a financial report at all membership meetings and shall prepare a year-end financial report, shall oversee any tax obligations, and shall perform other and special duties otherwise provided by these By-laws and as may be required by the Board. Section 7. Discharge of Duties. It is expected that each officer of the Board will discharge his/her duties and responsibilities according to these position descriptions, will subscribe to the mission of the CCC and abide by its policies Article 6 – Executive Committee Section 1. Executive Committee. The Executive Committee shall consist of the Officers of the CCC, in addition to the immediate past-President so long as the past-President is a member of the current Board. All members of the Executive Committee are voting members. Section 2. Meetings. The Executive Committee shall meet at least twice a year. Section 3. Quorum. A majority of the Executive Committee shall constitute a quorum of the Executive Committee. Section 4. Powers. The Executive Committee is empowered to act on behalf of the CCC when regular Board meetings do not consist of a quorum, when decisions and actions are required prior to the next scheduled Board meeting, and/or when specifically requested to do so by the Board of Directors. Section 5 Advisory Group. The Executive Committee shall act as an advisory group to the Board and as such shall make recommendations concerning issues and policy. Minutes of Executive Committee meetings shall be kept, placed on file with the Secretary of the Board, and shall be available for review by the membership. Article 7 – CCC Coordinator Section 1. Community Cultural Celebration Coordinator. The Coordinator for the CCC shall be responsible for the day-to-day administration and implementation of the Celebration, and is responsible to the Board of Directors for policy direction and executive oversight. Section 2. Appointment of Coordinator. The Board of Directors may appoint a Coordinator, who shall serve at the pleasure of the Board. Section 3. Non-Voting Status. The Coordinator shall attend meetings of the Board of Directors but shall not have a vote at these meetings. Article 8 – Fiscal Year and Annual Meeting Section 1. Fiscal year. The fiscal year of the organization is July 1 to June 30. Section 2. Annual Meeting. The Board of Directors may convene an annual meeting any time during the year, at a time and place determined by the Board. Notification to the membership concerning the annual meeting shall be provided at least seven days in advance of the meeting. Article 9 – Financial Matters Section 1. Funds. All funds of the CCC not otherwise employed shall be deposited in such banks or trust companies as the Board of Directors may determine. Section 2. Disbursement of Funds. Upon approval of the annual operating budget, the Coordinator is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board of Directors, in accordance with established procedures as approved by the Board of Directors. Section 3. Auditor. The Board of Directors may engage the services of an auditor to examine and audit the books and accounts of the CCC at the close of each fiscal year. The findings of this audit shall be reported to the Board of Directors within sixty days of the close of the fiscal year. Article 10 – Indemnification Section 1. Indemnification. Every person who is, or shall be, or shall have been, a Director, Officer or employee of the CCC and his or her personal representatives shall be indemnified by the CCC against all costs and expenses reasonably incurred or imposed upon him or her in connection with or resulting from any action, suit or proceeding to which he or she may be made a party by reason of his or her being or having been a Director, Officer or employee of the CCC, except in relation to any matters as to which he or she shall finally be adjudicated in such action, suit or proceeding to have acted in bad faith and other than in the best interest of the CCC or with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. Costs and indemnification shall include among other things, attorneys fees, damages and reasonable amounts paid in settlement. Section 2. Insurance. The CCC shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee or agent of the CCC, or is or was serving at the request of the CCC as a Director, Officer, Trustee, Partner, Fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension, or other employee benefit plan or other enterprise against any liability asserted against that person and incurred by that person in any such capacity or arising out of that person’s status as such, whether or not the organization would have the power to indemnify that person against such liability under this section. Article 11 – Amendment to By-Laws Section 1. Amendment. These By-Laws may be amended by two-thirds vote of the board of Directors, provided that any proposed amendment is provided in writing to the Board of Directors at least seven days in advance of the Board meeting. Section 2. Communication of Amendments. Any proposed substantive amendment to these By-Laws will be communicated to all members of the CCC at least fourteen days in advance of the Board meeting at which a vote might be taken. Section 3. Availability of By-Laws. Copies of the By-Laws and any amendments to them shall be made available to members. ------------ Adopted this 11th day of August 2008. ATTEST: ____________________________________
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Community Cultural Celebration |
2008 Board of Directors President: George Bradt 2008 Celebration Coordinator
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