ARTICLE I - Name
       This organization is incorporated as not-for-profit under the laws of the State of Maine and is registered by the Internal Revenue Service as a tax-exempt 501(c)3 corporation. It shall be known as Friends of Colonial Pemaquid (FOCP).

ARTICLE II - Mission
       The mission of FOCP is to promote Colonial Pemaquid's historical significance through the development, support and implementation of educational programs which reflect the diverse history of the site. In addition, FOCP will cooperate with the Maine Bureau of Parks and Lands in its efforts to preserve, maintain and enhance the site, buildings and grounds, excluding the routine operation of the facility.

ARTICLE III - Officers and Board of Directors
1.       The Board of Directors shall be comprised of six officers and six-to-14 other members for a maximum total of 20. The six officers shall be the President, Vice President, Secretary, Treasurer and two Members-at-Large, which shall be known as the Executive Committee (EC). All persons on the Board of Directors shall be members of FOCP in good standing.

2.       Executive Committee - The EC shall meet at regular intervals to review, select and prepare issues and recommendations to come before the Board, in order to facilitate efficiency and decisions of the Board. The EC shall review the progress of standing, ad hoc, and task force committees when it deems necessary, or when requested by committee chair(s), and decide when issues should be brought to the Board. Minutes of EC meetings shall be provided to all Board members.
The EC shall not add or remove Board members, amend the By-Laws, or approve or revise the budget; these issues shall be approved by a majority vote of the Board of Directors (except for Amendments to the By-Laws as stated in Article VIII) present at the related meeting.

3.       The term of the officers shall be one year; the term of the other Board directors shall be three years, arranged so that one-third of the other directors are replaced at each annual meeting.

4.       Representatives of the BPL shall be ex-officio members of the Board and are therefore not subjected to term limits, nor shall they have voting rights.

5.       Vacancies - Any vacancies occurring among the officers or other Board members shall be filled by a majority vote of the remaining Board of Directors present at the first regular meeting following the creation of such vacancy; excepting, any vacancy in the office of President shall be filled automatically by the Vice President. In the event that both the President and Vice President are unable to carry out their duties, the EC or, if not feasible, the Board of Directors shall appoint a temporary President and Vice President.

6.       Duties of Officers -
       President - The President shall be the Chief Executive Officer of the Corporation, shall preside at all meetings of the Board of Directors and the EC, and shall see that all orders and resolutions of the Board of Directors are carried into effect.
       Vice President - The Vice President shall, in the absence of the President, perform the duties of the President and any other such duties as the Board of Directors shall prescribe.
       Secretary - The Secretary shall attend all meetings of the Board of Directors and Executive Committee and record the proceedings of both, including attendance, ask committee chairs for reports, give new members FOCP and Colonial Pemaquid packets, take care of all incoming and outgoing correspondence, and other miscellaneous items as listed in the job description.
       Treasurer - The Treasurer receives and keeps an account of all monies and expenditures. The Treasurer shall make a full financial report at the annual meeting and each regular scheduled meeting of the Board of Directors.

7.       Compensation of Board of Directors - No compensation shall be paid for their services as officers and directors. No remuneration shall be paid to an officer or director for services performed by him
or her for the corporation in any other capacity, unless a resolution authorizing such remuneration shall have been adopted by the Board of Directors before the services are undertaken.

8.       Expenditures of $500 or more shall be authorized by the Board of Directors (majority vote at any scheduled meeting). Expenditures of
less than $500 shall be authorized by the Chairman of the Construction Committee, if existing, in combination with any two members of the EC.

9.       Job Descriptions - The Board of Directors shall adopt from time to time specific descriptions of the duties and obligations of officers and other members of the Board of Directors.

ARTICLE IV - Membership
       Membership is open to all those persons who wish to follow the mission of the FOCP. Members may serve on any committee as directed by the President. Dues shall be set from time to time as deemed necessary. All dues, fees, gifts and contributions shall be used expressly for the mission of the FOCP as stated in Article II. Members not on the Board of Directors or President-appointed committees may attend Board and annual meetings but have no vote at Board meetings except as stated in Article VI Sec. 3.

ARTICLE V - Meetings
1.       The membership shall be notified at least seven days in advance of all meetings. Meetings of the Board of Directors shall be held regularly throughout the year as arranged by the Board. Special meetings may be called by the President, Executive Committee, or other member, by request to the President.

2.       Quorum - At any Board meeting at least six directors other than the President shall constitute a quorum. At committee meetings, a majority or 50 percent of its members shall constitute a quorum, including the chairperson.

3.        Voting - For motions or resolutions, voting shall be by majority vote of a quorum, by voice, hand or written ballot, as directed by the President. For amendments to these By-Laws see Article VIII. Committee chairmen who are non-Board members, may vote.

ARTICLE VI - Fiscal Year, Annual Meeting & Elections
1.       The fiscal year shall begin on the first day of January and end on the 31st day of December.

2.       The annual meeting shall be held the second Wednesday of June.

3.       Elections for officers and one-third of the other Board of Directors shall be held at the annual meeting. Elections shall be by a majority vote of a quorum. The Nominating Committee shall prepare a proposed slate of officers and other Board of Directors and submit it to the Board of Directors and members at least seven days before the annual meeting. At that meeting, any member in good standing, including non-officers and non-directors, may vote for the proposed slate of officers and other Board of Directors. Voting shall be conducted as stated in Article V, Section 3. Elections shall be conducted by written or secret ballot.

4.       Nominations for officers and other Board of Directors may be submitted to the Nominating Committee before it prepares its slate. The slate that it prepares shall include its recommendations and any other nominations that have been submitted. If no nomination for an office position or other Board of Directors has been made in the written slate prepared by the Committee, nominations may be made from the floor.

5.       The Board of Directors shall determine the best way to communicate the slate of officers and other Board members to the FOCP. Absentee ballots may be submitted for the election of officers and other Board members and any other items that the Board of Directors publishes before the meeting.

6.       All persons nominated must have indicated their willingness to serve. No person may be a candidate, or serve, for more than one elective office.

ARTICLE VII - Committees
1.       The Board of Directors shall determine from time to time what committees are required for the ongoing work of the FOCP and for particular projects and undertakings. Chairpersons and members of all committees, except the Nominating Committee, shall be appointed by the President.

2.       The chairperson for the Nominating Committee shall be the immediate past president or, if he or she is unable or unwilling to serve, then the second past president, or if necessary the third past president. If this procedure cannot produce a chairperson, then he or she shall be appointed by the Board of Directors. In all cases, the chairperson of the Nominating Committee shall select two other members (non-candidates for office) to serve on this committee.

3.       The President shall serve as an ex-officio member on all committees. He or she shall not have voting rights at committee meetings.

ARTICLE VIII - AMENDMENTS
       These By-Laws may be amended at any scheduled or special meeting of the FOCP by a two-thirds majority of the voting members present, provided the proposed amendments be circulated to the Board of Directors at least seven days prior to the meeting. The original By-Laws were approved at the organization meeting of the FOCP on January 24, 1994. All previous revisions and subsequent amendments are incorporated in these By-Laws, which were approved by the Board of Directors on August 9, 2009.

ARTICLE IX - Dissolution
       The FOCP may be dissolved at any time upon recommendation of the Board of Directors and the written consent of at least ten of its regular members. Distribution of assets shall not inure to the benefit of any private individual. All monies accrued in restricted and non-restricted accounts shall, after payment of all liabilities, be disposed of as directed by the Board of Directors.

9/15/09