Governance
Constitution and Bylaws

Ferry Beach Park Association
Saco, Maine
Adopted November 9, 1936 and ratified August 9, 1937
as amended through September 2, 2007

ARTICLE I NAME
The name of this not-for-profit corporation shall be “THE FERRY BEACH PARK ASSOCIATION,” which is an independent affiliate of the UNITARIAN UNIVERSALIST ASSOCIATION.

ARTICLE II PURPOSES
Section 1 -- Purposes
The purposes of Ferry Beach Park Association (FBPA) shall be to generate missionary power throughout the Unitarian Universalist Association; to celebrate, honor, explore and enhance the values of Unitarian Universalism in order to empower individuals to live those values in their personal journeys toward self-understanding and spiritual awareness.

FBPA shall fulfill this purpose by providing programs, activities and worship services in an atmosphere of respect for the needs of humans and of the environment. Operating in a fiscally responsible manner as a not-for-profit corporation, it shall provide lodging and board accommodations for the convenience, health, safety and welfare of those attending its programs, activities and worship services. FBPA shall hold, maintain, and occupy its property wholly for its own purposes as expressed in this Statement of Purposes.

Section 2 -- Qualities
Whereas feelings of self-worth and well-being among the members of the Association are essential to fulfill its mission, certain enabling qualities shall be promoted through its programs and environment. Among these qualities are a rational concern for the self, concern for the community which includes the larger church, and concern for universal values and standards. To further these qualities the Association shall encourage self-awareness, personal growth, harmony and responsibility in communal relationships to the end that all members can realize their unique contribution to humankind, thereby dignifying and celebrating Unitarian Universalism as a regenerative source for the human spirit.

ARTICLE III MEMBERSHIP
Section 1 -- Classifications
Membership classifications and the amount of dues therefore shall be established from time to time by the Board of Directors.

Section 2 -- Entitlements
For the conduct of business at annual and special meetings of the Association, each member who has attained the age of majority shall be entitled to one vote. Other members shall have the privilege of the floor. All members may attend all meetings, lectures, concerts and classes in accordance with arrangements and fees established by the Board of Directors. Members shall have use of the buildings, grounds and facilities in accordance with the rules and regulations established by said Board or by its designee or agent.

Section 3 -- Responsibilities
Members are expected to support the objectives of the Corporation by participation in the summer meetings whenever possible, by exercising leadership in the activities of the Unitarian Universalist Association, and by doing all in their power to advance the best interests of the corporation.

ARTICLE IV OFFICERS AND DIRECTORS
Section 1 -- Officers
The officers of the Corporation shall be a President, Vice President, Secretary, and Treasurer. They shall all be members of a local Unitarian Universalist Society.  The officers named herein shall constitute the Executive Committee.

Section 2 – Board of Directors
The Board of Directors shall consist of the officers named above and six (6) Directors elected from the membership at large.  All officers, and at least four of the six Directors, shall be members of a local Unitarian Universalist Society.

Section 3 – Length of Service
The President and Vice President shall be elected for a term of two years and shall serve no more than two consecutive terms. The Secretary shall be elected for a term of two years and the Treasurer shall be elected for a term of two years, both without limitation to the number of terms served, either consecutive or non-consecutive. Further, the term of the Treasurer shall not be coterminous with those of the President and Vice President. The Directors shall be elected for a term of three years. At each annual meeting, two Directors shall be elected. A Director shall not be elected to serve more than two consecutive terms.

Section 4– Assumption of Duty
The Officers and Directors shall assume their duties upon adjournment of the meeting at which their election occurs.

Section 5 – Role of the Executive Director
The Board of Directors shall also appoint an Executive Director who shall be subject to its direction and control. The Executive Director shall be a non-voting member of the Board of Directors and of all committees of the Association or the Board of Directors, with the exception of the Nominating Committee. The Executive Director shall serve at the pleasure of the voting members of the Board of Directors.

Section 6 – Role of the Clerk
The Board of Directors shall also elect a Clerk of the Corporation each year at the first meeting of the Board following the Annual Meeting. The Clerk shall be a legal resident (legal domicile) of the State of Maine. By directive in writing, the Clerk of the Corporation may deputize the Secretary to perform the duties of a recorder of the minutes of the annual or special meetings and meetings of the Board of Directors.

Section 7 – Board Meetings
Between annual meetings of the Association, the Board of Directors shall meet no fewer than four (4) times. All meetings of the Board of Directors are open meetings, except where a majority of the Board members in attendance determine that, due to the nature of the subject matter to be discussed, an executive session would be in the best interest of the Ferry Beach Park Association. By a two-thirds vote (7 votes) of the officers and directors (the Board of Directors) at any regular or special meeting of the Board of Directors, the position of any officer or director may be declared vacant. Inattention to duties shall constitute cause for this action.

Section 8 – Board Vacancy
A vacancy occurring between annual meetings in any position except the President or Vice President shall be filled for the unexpired term by election by the Board of Directors, who shall make every effort to solicit nominees from the membership at large. This notification process may include announcement in Discovery and other publications as directed by the Board. Such a vacancy occurring in the office of President shall be filled, until the next annual meeting, by succession by the Vice President. A vacancy in the office of Vice President shall be filled, until the next annual meeting, by election by said Board from among the members thereof. Nothing in this section shall limit the eligibility of any such officer or director, so elected to fill a vacancy or so succeeding to the office of President, to be elected by the Association for an additional two consecutive terms.

Section 9 – Nominating Committee
There shall be a four-member Nominating Committee consisting of three members elected by the Association at the Annual Meeting and one member of the Board of Directors. Each Committee member elected at the Annual Meeting will serve a three-year term, staggered so that one member is elected each year. No Committee member shall be eligible for election for a subsequent three-year term without a hiatus period of non-service of at least one year. The fourth member, who may not be an officer of the Board, shall be elected for a term no longer than his/her remaining term on the Board. He/she is not eligible to serve more than three (3) years on the Nominating Committee even if reelected to the Board for a second term.

The member who has served the longest on the Committee, excluding the member representing the Board of Directors, shall chair the Committee.

It shall be the duty of the Nominating Committee to nominate candidates for the offices to be filled at the next Annual Meeting. The Committee shall solicit candidates for said positions, including placing a timely notice in Discovery, and report its slate of nominees to the Board of Directors at least six weeks in advance of the Annual Meeting. A biographical background for each nominee shall be included.

The Nominating Committee report shall also include the names of candidates submitted to the Committee for its consideration by petition of twenty or more members.

ARTICLE V POWERS AND DUTIES
Section 1 – Responsibilities of the Board
The Board of Directors shall have full power to manage the affairs of the Corporation in accord with the objectives and purposes of the Corporation, with all legal powers of corporate directors, and subject to such specific instructions as may be voted by the Corporation at any annual or special meeting. It shall assign committee responsibilities among its number as it shall deem necessary to the proper functioning of the Corporation. Such special meetings as the interests of the Corporation may require shall be called by the President or by petition of five or more Board members. All Officers and Directors shall be notified of such special meetings. Officers and Directors may be reimbursed for reasonable travel expenses incidental to any meeting of the Board or to carrying out any special project to which they were committed by action of the Board. The Board shall establish a schedule of rates for board and lodging and determine any deviations therefrom. Six voting members of the Board shall constitute a quorum for the transaction of business.

Section 2 – Responsibilities of the President
The President shall preside at all business meetings of the Corporation and of the Board of Directors. The President shall be a member ex-officio of all committees, except the Nominating Committee, where the President shall serve ex-officio without a vote, and shall have general supervision of the affairs of the Corporation. The President may appoint such special committees as are deemed necessary to carry on the work of the Corporation.

Section 3 – Responsibilities of the Vice President
The Vice President shall preside at meetings in the absence of the President and shall assist the President in supervising the affairs of the Corporation.

Section 4 – Responsibilities of the Secretary
The Secretary shall record the minutes of the meetings of the Corporation and of the Board of Directors when deputized by the Clerk of the Corporation under the provisions of Article IV, Section 6.  The Secretary shall give notices of the meetings of the Board of Directors and conduct the correspondence of the Board of Directors and the Annual Meeting. The Secretary shall have oversight of all papers, books and documents of transient or permanent value.

Section 5 – Responsibilities of the Executive Director
The Executive Director shall be the chief executive officer of the Corporation. Under the direction of the Board of Directors, the Executive Director shall administer the total program of the Association, assisting the Board of Directors and the committees of the Board in fulfilling their responsibilities and coordinating, supervising and directing all operations of the Association. The Executive Director shall act as liaison between the Association and the various conferences and programs run by the Association and shall act as the agent of the Association and the Board of Directors with the local government and citizens. The Executive Director shall be responsible for promulgating and enforcing Association policies and personnel practices and may exclude or reject any person from the Association’s property for good cause. In addition, the Executive Director shall have authority to hire and to terminate all staff employed by the Association.

The Executive Director shall also be the Assistant Treasurer and shall, under the supervision of the Treasurer, manage all the Corporation’s financial affairs. The Executive Director shall have custody of all monies and segregated funds of any nature, depositing the same in such banks and other depositories as are approved by the Board of Directors and paying all bills for which the Corporation is liable, including the operating bills for the conference season and such other bills as are rightfully contracted by an authorized person. The Executive Director shall keep accurate records of all financial transactions and shall report to the Board of Directors and shall present to the Annual Meeting (1) a statement of the assets and liabilities of the Corporation at the close of the preceding fiscal year, and (2) a statement of income and expenses of the preceding fiscal year, along with such other reports and statements as the Board of Directors may direct. The Executive Director shall prepare for the midwinter issue of the Association’s newsletter a summary financial statement of the main categories of income and expenditures for the preceding fiscal year.

The Executive Director shall maintain an accurate register of members of the Association and may issue written evidence of membership in such form as may be prescribed by the Board of Directors.

Section 6 – Responsibilities of the Treasurer
The Treasurer shall advise the President and the Board of Directors on financial policy and shall assist the Board in long-range planning by reviewing the sources of income, the application of funds designated for specific purposes, the balance between foreseeable income and proposed expenditures, and the overall financial welfare of the Association. From time to time, the Treasurer shall report to the President and the Board of Directors findings and recommendations respecting the current affairs of the Association or long-range planning. The Treasurer shall be a voting member of all committees appointed by the Board of Directors which deal with the finances of the Corporation.

Section 7 – Responsibilities of the Clerk
The Clerk shall record the minutes of all meetings of the Corporation and give notice of such meetings.  On or before July first of each year, the Clerk shall receive from the Nominating Committee its report of nominees as described in Article IV, Section 9 and cause the report to be posted on a bulletin board in the Quillen lobby. For the Annual Meeting, the Clerk shall prepare a ballot of the names of said nominees for election at the Annual Meeting. Only nominees appearing on such ballot shall be eligible for election at the Annual Meeting. Nothing stated in this or any other bylaw shall be construed to permit nominations by members in attendance at an Annual Meeting of any person not appearing on such ballot for the stated office.

Section 8 – Standing Committees
The standing committees of the Board of Directors shall be Program Committee and Development Committee. (Non-standing committees can be created as deemed necessary by the Board of Directors.)

Each committee shall be chaired by a member of the Association. The Chairperson of each committee will call meetings of the committee and preside at them. Each standing committee will have a recorder. The President shall also appoint a liaison from the Board of Directors, who will report to the Board of Directors at its meeting as requested.

ARTICLE VI KEEPING OF ACCOUNTS
Section 1 – Executive Director’s Role
The Executive Director, or other authorized person, shall keep and maintain a double entry general ledger to account for all assets, liabilities, income and expenses of the corporation. Cash books and other books of original entry shall be kept by the Executive Director in such manner as will facilitate entry into the general ledger. The policy of setting fair value of all fixed assets, based upon historical records, shall be approved by the Board of Directors. Annual charges for depreciation shall be authorized by the Board via the annual budget process and these are to be in agreement with generally accepted accounting practices.

Section 2 – Annual Financial Reports and Audits
The Treasurer, in conjunction with the Executive Director and Finance Director, shall engage the services of a professional accountant to complete a financial compilation report to the Corporation, to complete all necessary State and Federal Tax Reports (form 990, etc.) and any other necessary and required financial reports deemed to be necessary by the Board of Directors.  A complete financial Audit will be required at the end of the term of any Treasurer and at the beginning of the term of any Treasurer.  The Financial Compilation Reports and Audits should be submitted to the Treasurer by the Accountant prior to May 1st of any calendar year.  An exit interview with the Accountant and the Treasurer should be conducted annually.  The Treasurer, in conjunction with the Board of Directors, may utilize qualified volunteers from time to time, to conduct specialized “one-time” Audits to assist the staff and programs of FBPA in evaluating functions and operations.

ARTICLE VII RESTRICTED FUNDS
Section 1 – Invested Funds
The invested funds of the Corporation shall be in the custody of the Board of Directors (Board), to be invested by them in a prudent and lawful manner based on the advice of the treasurer. At the annual meeting of the Corporation, the professional accountant’s report shall include a schedule showing the securities held, their book value, and their market value at the beginning of the current calendar year. The Board, by majority vote, may use Invested Funds to pay for any legitimate activity.

Section 2 – Endowment Fund
The Endowment Fund (hereafter called The Fund) of the Corporation shall be in the custody of the Board. The purpose of The Fund is to provide a source of income, into perpetuity, to support the operations of the corporation.

Investments in The Fund may come from two sources. First, individuals and other entities may make contributions to FBPA that are designated for The Fund. Second, from time to time, the Board may take funds of the Corporation and transfer them to The Fund. All funds invested in The Fund will be clearly designated as such and segregated from other funds of the Corporation. The Fund may consist of several subsidiary funds established by the Board. A subsidiary fund may be created to produce an income source to support specific activities of the Corporation and/or to honor a specific individual.

Since the purpose of The Fund is to provide an income stream to support the operations of the Corporation, the Board in its administration of The Fund shall be bound by the following rules:

(1)  The Funds shall be invested in a prudent manner, based upon a written Statement of Investment Policy, proposed by the Treasurer and approved by the Board. The Board may change the Investment Policy from time to time. The Statement of Investment Policy shall be given to any member of the Corporation on request.

(2)  The professional accountant shall produce a schedule showing the securities held in The Fund, their book value, and their market value at the beginning of each calendar year. The Board, during a calendar year, may transfer up to five (5) percent of the market value of The Fund at the beginning of the year to the Corporation’s Invested Funds.

(3) Since the purpose of The Fund is to provide an income stream to the Corporation into perpetuity, the Principle of The Fund (except as noted in #2 above) shall not, under normal circumstances, be spent by the Board. To spend money from The Fund greater than that mentioned in #2 above, the Board must adhere to the following rules: (a) The Board must declare by a three-quarters majority that the Corporation faces an extraordinary situation requiring the expenditure of a specific amount of The Fund principle. (b) At the next annual meeting of the membership of the Corporation, the President of the Board shall report the nature of the extraordinary situation faced by the Corporation and the amount of the principle of The Fund needed to address this situation. A three-quarters majority vote of the membership of the Corporation present at a duly called meeting of the membership is required to spend the stated amount of The Fund principle for the stated extraordinary situation.

ARTICLE VIII MEETINGS
Section 1 – Date of Annual Meeting
The Board of Directors shall meet prior to May 1st each year to determine the date and hour of the Annual Meeting, which shall be held in Saco, Maine.

Section 2 – Special Meetings
A special meeting of the Association may be called at the discretion of the Board of Directors, and must be called on written request of twenty-five members. Said special meetings may be held at any convenient time and place, provided always that notice thereof has been sent to all members thirty days before the time of the meeting.

ARTICLE IX QUORUM
Twenty-five members in attendance at any meeting shall constitute a quorum for the transaction of business. In the case of a meeting called by petition, at least twenty of the petitioners shall be present.

ARTICLE X DISSOLUTION
In the case of the dissolution of THE FERRY BEACH PARK ASSOCIATION, all of the property of the Corporation, whether real or personal property, funds and assets, shall be transferred to the Unitarian Universalist Association on the understanding that said property will be used by the Unitarian Universalist Association to continue the objectives as stated in Article II of these bylaws. This bylaw shall apply to all property donated to the Corporation, whether by will or in some other manner, unless the donor expressly provides otherwise.

ARTICLE XI AMENDMENTS
These bylaws may be amended at any Annual Meeting by a two-thirds vote of the voting members present, provided that all members have been notified and have received a copy of the proposed amendment at least one month in advance.