CONSTITUTION & BY-LAWS of the MAINE BANKERS ASSOCIATION
OBJECTIVE
· To provide assistance to the membership in responding to common industry opportunities and challenges; and
· To represent and communicate the interests of the membership to Maine’s citizens, elected representatives, regulatory authorities, and other interested constituencies.
ARTICLE 1
NAME
Section 1. This Association shall be called the “Maine Bankers Association.”
ARTICLE 2
MEMBERSHIP
Section 1. Regular Members
Any National Bank, Trust Company, State Commercial Bank or Bank Holding Company or subsidiaries of any of the above, Federal or State Savings and Loan, or Federal or State Savings Bank or Savings Bank Holding Company, or subsidiaries of any of the above, authorized and doing business from offices located in the State of Maine shall be eligible to become a regular member of this Association upon approval of the Board of Directors, whose determination shall be final, and the payment of annual dues and fees as provided in this Constitution; A bank holding company that has more than one separate bank charter in Maine may have up to two Official Representatives, one from any of its separate charters, on the Association’s Board of Directors, upon approval by the Board of Directors after being duly elected, and each may vote on matters before the Board and at the Association’s Annual Meeting.
1a. Legislative Member
The Association’s Board of Directors may offer a Legislative Membership to any of the entities listed in Section 1 above that are eligible to become a Regular Member. A Legislative Member would be an entity that would have a seat on the Association’s Legislative Committee and be eligible to have representation on the Association’s Board of Directors, upon approval by the Board and upon payment of annual dues and fees as provided in this Constitution.
Section 2. Associate Members
Any Savings Bank, Savings and Loan Association organized under the laws of the State of Maine or doing business in the State of Maine, and Credit Unions, shall be eligible to become an Associate Member of this Association upon approval of the Board of Directors on payment of annual dues as provided in the Constitution. Associate members shall not have the right to vote nor to have their officers hold office in the Association, nor shall Associate Members advertise their membership in the Association.
Section 3. Non-resident Members
Any National Bank, State Commercial Bank, Trust company, Bank Holding Company, Savings Bank, or Savings and Loan Association whose principal office is located outside the State of Maine, or any Foreign Bank Branch of Agency, shall be eligible to become a non-resident member of this Association upon approval of the Board of Directors on payment of annual dues as provided in the Constitution. Non-resident members shall not have the right to vote not to have their officers hold office in the Association nor shall non-resident members advertise their membership in the Association.
Section 4. Special Associate Members
Any person, firm, association, or corporation engaged in such bank related businesses as may be designated by the Board of Directors shall be eligible to become a special associate member upon approval of the Board of Directors on payment of annual dues as provided in the Constitution. Special Associate Members may not have the right to vote nor to have their officers hold office in the Association nor shall they advertise their membership in the Association.
Section 5. Associate Financial Services Members
Any Maine-based Financial Service Provider not having a bank or trust charter or not being a subsidiary of a bank or bank holding company, and out of state based financial service providers including banks and trust companies, who are conducting business in Maine without a branch or office in the state, who share common concerns about legislative and regulatory issues shall be eligible to become a Associate Financial Services Member upon approval of the Board of Directors on payment of annual dues as provided in the Constitution.
Associate Financial Service Members shall not have the right to vote nor shall their officers hold office in the Association. These members shall have the right to appoint one representative to the Association’s Legislative Committee.
ARTICLE 3
OFFICIAL REPRESENTATIVES
Section 1. The Chief Executive Officer of each regular member shall be its official representative, unless the Association is notified in writing that another Senior Executive Officer shall be his/her replacement or alternate, which official representative shall individually possess the authority to represent such regular members at all meetings of the association and in all other matters pertaining to the Association’s affairs. The designation of such official representative or alternate shall remain in effect until changed by the regular member.
Section 2. Only the Chief Executive Officer of each voting regular member and the Official Representative of each voting regular member shall be eligible to serve as members of the Board of Directors of the Association. A bank holding company that has more than one separate bank charter in Maine may have up to two Official Representatives, one from each of its separate charters but no more than two in total, on the Association’s Board of Directors and each may vote on matters before the Board and at the Association’s Annual Meeting.
Section 3. The limitations contained in this Article 3 shall not apply to the Association’s officers, who are ex-officio members of the Board of Directors.
ARTICLE 4
MEETINGS
Section 1. Definition: Annual Meeting shall be that meeting at which the election of officers, directors, member of the Federal Reserve Advisory Board and elected members of the American Bankers Association takes place. It may precede the Annual Convention or be part of the Annual Convention.
The Annual Convention shall be defined as that meeting of the total membership held for purposes of hearing reports of association activities for the prior year and for education of the total membership in banking, legislative and other areas. It can also contain on its agenda the business of the Annual Meeting.
A Special Meeting shall be defined as a meeting other than the Annual Meeting or Annual Convention called by the membership or Board of Directors as provided herein to transact business of the Association.
Section 2. The Annual Meeting shall be held prior to July at such time and place as shall be determined by the Board of Directors. All business to be transacted at such Annual Meeting shall be included in the call of the meeting and the call shall be issued to the active membership at least thirty (30) days preceding the date of the meeting.
Section 3. Each regular member shall be entitled to one vote on all questions coming before the Annual Meeting, except as described in Section 1, Regular Members for bank holding companies that have more than one separate bank charter in Maine. Each regular member shall vote in person and no voting by proxy will be permitted.
Section 4. All proceedings of the Annual Meeting shall be conducted in accordance with Roberts Rules of Order except as otherwise provided herein.
Section 5. Notwithstanding the provisions of this Article, the Board of Directors may, at its discretion, undertake the following actions: The Board may determine not to hold the Annual Convention in any particular year. The Board may further determine to carry out the election of officers, directors and members of the Federal Reserve Advisory Board through an election by mail and not at the Annual Meeting. The Board may determine to transact other business, which would ordinarily be brought before the Annual Meeting, provided that an Annual Meeting shall be held. If for any reason there has been a failure to hold an Annual Meeting in a particular year for a period of 30 days following July 1st, a substitute Annual Meeting may be called in accordance with the provisions of Section 7 of this Article.
Section 6. A quorum for a legally constituted Annual Meeting shall consist of representation from 40% of the total regular membership rolls. A simple majority of those qualified to vote at such a legally constituted Annual Meeting shall be sufficient to act on behalf of the Association.
Section 7. Special meetings of the membership may be called at any time by the Chairman, the Board of Directors or upon written petition signed by a majority of the regular members. All business to be transacted at such Special Meeting shall be included in the call of the meeting and the call shall be issued to the active membership at least thirty (30) days preceding the date of the Meeting.
ARTICLE 5
BOARD OF DIRECTORS
Section 1. The general management, control and direction of the business and affairs of the Association shall be vested in the Board of Directors. The Board of Directors may establish rules and regulations for the conduct of the Association’s affairs, elect new directors to fill unexpired terms, prescribe titles, powers and duties of all officers, agents, employees and committees; fix the compensation of all officers, agents, employees and committees; appoint committees from the Association’s membership and delegate to such committees such authority and power as it may from time to time determine and, in general perform every lawful act which it may deem proper for the discharge of its responsibility and the operation of the Association.
Section 2. The Board of Directors shall consist of the Chairman, Vice Chairman and up to twelve, but at least nine at-large members elected at the Annual Meeting. At the first such election, three members shall be elected to serve for one year, three shall be elected to serve for two years and three shall be elected to serve for three years. Thereafter, members elected to serve on the Board of Directors shall be elected to serve a term of three years. The terms of all elected officers and directors shall run from July 1. Additionally the immediate past Chairman shall be a full voting member of the Board. The President and Legal Secretary of the Association shall be an ex-officio member of the Board of Directors but not entitled to vote. Other than as provided for bank holding companies that have more than one separate bank charter as described in Article 2, Section 1, and in Article 3, Section 3, no two directors shall be representatives of the same voting regular member.
Section 3. Six members of the Board of Directors shall constitute a quorum. A majority of those present at any such legally constituted meeting of the Board of Directors shall be deemed sufficient to act on behalf of the Association.
Section 4. The Board of Directors shall meet immediately after the adjournment of the Annual Meeting of the Association, or as soon thereafter as possible. The Board shall meet as frequently as it deems necessary during the year, but in no event less than once each quarter in each fiscal year at such time and place as may be designated by the Chairman.
Section 5. The Board of Directors shall adopt an annual budget, which initially shall have been prepared and submitted in writing to the Board of Directors by the Treasurer.
Section 6. A majority of the members of the Board of Directors, the Chairman, or a Vice Chairman, shall have the power to instruct the President to call a special meeting of the Board of Directors whenever it is deemed essential upon at least twenty-four hours notice.
ARTICLE 6
OFFICERS
Section 1. The Officers of this Association shall consist of a Chairman, First Vice Chairman, Second Vice Chairman, President and Treasurer. The Chairman and both Vice Chairmen shall be elected at the Annual Meeting and shall serve without compensation. They shall be full-time Officers of regular members. The President and Treasurer shall be elected annually by the Board of Directors and shall serve at the will and pleasure of the Board of Directors. All Officers shall serve until their successors have been qualified and elected.
Section 2. No Chairman or Vice Chairman shall succeed himself/herself in the same elected office, but may be nominated and elected after a lapse of at least one year following completion of a term in office, provided all other qualifications are met.
CHAIRMAN
Section 3.
(a) The Chairman shall be the Chief Executive Officer of the Association and shall be elected at the Annual
Meeting of the Association.
(b) He/she shall preside at all general meetings of the Association and at all meetings of the Board of Directors.
(c) He/she shall be charged with the responsibility of implementing the Plan for the Association for the year during which he/she serves as Chairman, subject to the direction and review of the Board of Directors.
(d) He/she shall be the official representative of the Association.
(e) He/she shall, from time to time, make such reports of the affairs of the Association as the Board of Directors may require and request, and shall present a report of the preceding year’s business at the Annual Meeting.
(f) The Chairman, with the approval of the Board of Directors, shall appoint from the membership of the Board, the Chairpersons of all Standing Committees of the Association for terms as prescribed elsewhere in these By-Laws. Additionally, with the approval of the Board of Directors, he/she shall have the authority to appoint such task forces, as he/she may deem necessary to carry on the business of the Association. All such task forces shall expire upon completion of their business.
VICE CHAIRMANS
Section 4.
(a) The Vice Chairman shall be elected at the Annual Meeting of the Association and in the event of the death, absence, or resignation of the Chairman, the First Vice Chairman shall be vested with all the duties and powers of the Chairman.
(b) In the event the First Vice Chairman is unable to serve in the Chairman’s stead, the Second Vice Chairman shall be vested with all the duties and powers of the Chairman. In the event the Second Vice Chairman is unable to serve in the stead of either the Chairman or First Vice Chairman, then the Board of Directors shall appoint from its own membership an Acting Chairman who shall serve until a special meeting of the membership is called for the purpose of electing a new Chairman and until such new Chairman has been duly elected and qualified.
(c) The First Vice Chairman and the Second Vice Chairman, in the absence of any cause to the contrary, shall succeed to the Chairman and First Vice Chairman position respectively. The First Vice Chairman shall have the responsibility of reviewing the annual budget, as constructed by the President and the Treasurer.
(d) Force at the Annual Meeting. Candidates so nominated shall be chosen from the membership of the Board of
Directors who have competed at least one year of service on the current Board or has completed a term of service within the preceding five years. Candidates shall have demonstrated their qualifications through their
regular attendance and dedicated interest in the affairs of the Association.
PRESIDENT AND TREASURER
Section 5.
The President and Treasurer are to be elected by the Board of Directors at its first meeting each year and the President shall also serve as the Secretary of the Association. The duties of the President and Treasurer may be performed by the same person and will be stated annually by the Personnel Committee of the Board of Directors which shall consist of the Association Chairman, Vice Chairmen and immediate Past Chairman.
EXECUTIVE COMMITTEE
Section 6.
The Executive Committee of the Association shall consist of the Association Officers and the immediate Past Chairman.
Section 7.
The Executive Committee shall exercise such specific duties as may from time to time be assigned to it by the Board of Directors.
ARTICLE 7
STANDING COMMITTEES
Section 1.
There shall be three Standing Committees, each chaired by a member of the Board of Directors.
(a) LEGISLATIVE COMMITTEE
There shall be a Legislative Committee responsible for carrying out that portion of the annual plan as it pertains to the Association’s legislative relations and action programs. This responsibility shall include recommendation for retention of legal counsel and legislative agent(s), who shall be retained by the Board of Directors. It shall also provide for continuing liaison between the legislators and banking community and for making recommendations for development and articulation of the Association’s position in respect to specific legislation. The Legislative committee shall be chaired by a member of the Board of Directors appointed by the Chairman with the approval of the Board. The Chairperson shall have the responsibility to recommend to the Chairman the membership of the committee for subsequent approval by the Board of Directors. He/she shall have the power to appoint such additional sub-committees, as he/she deems necessary for the implementation of the committee’s responsibility.
(b) TRUST COMMITTEE
There shall be a Trust Committee responsible for carrying out that portion of the annual plan as it
pertains to the Association’s work in the field of Trusts. It shall be chaired by a member of the Board of Directors appointed by the Chairman with the approval of the Board. The Chairperson shall have the committee for subsequent approval by the Board of Directors. He/she shall have the power to appoint such additional sub-committees as he/she deems necessary for the implementation of the committee’s responsibility.
(c) COMMUNICATIONS COMMITTEE
There shall be a Communications Committee responsible for carrying out that portion of the annual plan of the Association as it pertains to education, the American Institute of Banking, conferences, workshops, group meetings, marketing and public affairs. It shall be chaired by a member of the Board of Directors appointed by the Chairman with the approval of the Board. The Chairperson shall have the responsibility to recommend to the Chairman the membership of the committee for subsequent approval by the Board of Directors. He/she shall have the power to appoint such additional sub-committees, as he/she deems necessary for the implementation of the committee’s responsibility.
(d) The Chairman, with the approval of the Board of Directors, may appoint one or more Task Forces to perform such specific assignments, as the Chairman shall direct. He shall designate the Task Force Chairman and an allocation of funds to enable the Task Force to perform its mission.
(e) NOMINATING TASK FORCE
The Board of Directors shall act as the Nominating Task Force for the nomination of all Officers and Directors to be elected by the general membership at the Annual Meeting of the Association. The Task Force shall be chaired by the Chairman of the Association and shall publish its nominations to the general membership at least thirty (30) days prior to the Annual Meeting.
Section 2. At the end of each fiscal year, or at any other time, a report may be called for by the Chairman, or the Board of Directors of the Association, each Standing Committee shall render through its Chairperson to the President of the Association a written report of the activities of said committees.
Section 3. All correspondence and records, including the minutes of all meetings of all committee, shall be turned over to the President of the Association and be the property of the Association, subject at all times to the order of the Board of Directors.
Section 4. Each of the Standing Committees shall consist of members appointed by the Chairman and ratified by the Board of Directors on recommendation of the various standing Committee Chairpersons. The term of service of each member of the committee shall be staggered to assure the continuity of the committee. Vacancies occurring on the Standing Committee shall be filled by the Chairman.
ARTICLE 8
ATTENDANCE
Section 1. Continued membership on the Board of Directors, on any Standing Committee, or any Task Force shall be continued upon the attendance of an individual member of the Board or Committee at least 50% of the meetings held by the Board or Committee during the fiscal year. Unless otherwise excused for good cause, a Director or Member of a Committee who shall fail to meet this test during any fiscal year shall be dropped from the rolls of the Board or Committee and his/her replacement appointed by the Chairman to fill his/her expired term.
ARTICLE 9
MEMBERSHIP FEES AND DUES
Section 1. The fiscal year of the Association shall be from July 1 to June 30.
Section 2. The annual budget of the Association shall be prepared by the Treasurer in consultation with the First Vice Chairman of the Association and submitted in tentative form to the Board of Directors of the Association for review and approval by the Board of Directors.
Section 3. The budget, including any specific appropriations for Committee and/or Task Force activities, as adopted by the Board of Directors, shall determine the total amount of fees and dues to be paid by the members which total shall provide at least sufficient funds to equal the budgeted expenses. The Board of Director, upon the affirmative vote of two-thirds of its members present, may make special assessments upon the members for non-budgeted expenses.
The annual fees and dues, and any special assessments, shall become due and payable as of the billing date of the statement submitted to the members. Members failing to pay for dues and fees and special assessments within sixty (60) days after the billing date shall forfeit all privileges of membership in this Association and are then considered former members. Former members in default of payment of dues and special assessments may by the discretion of the President, be reinstated to membership on payment to the Treasurer of all dues and special assessments in arrears. In the absence of reinstatement through this mechanism, such former members, seeking reinstatement shall comply with Article 2.
Section 4. Membership Fees - A basic membership fee of at least $300 shall be paid by each regular, associate, non-resident and special associate member. In addition, regular members shall pay membership dues assessed at a rate or rates in an amount sufficient, when added to membership fees, to at least balance the budget. Such dues shall be apportioned by the Board of Directors on an equitable basis among all active members.
Section 5. Any member desiring to withdraw from the Association must give notice in writing to the Chairman and
the President, but shall be responsible for full payment of the fees and dues assessed during the year in which the member wishes to withdraw.
Section 6. Subject to Article 2, a proposed new member may join at any time during the year upon approval of the Board of Directors upon such terms and conditions as it decides.
ARTICLE 10
AMENDMENTS
Section 1. Proposed amendments to these By-Laws may be made in a petition signed by a majority of the regular members, or (b) a majority of the total Board of Directors.
Such petition from the regular members shall state the proposed amendment and be submitted first to the Board of Directors.
PERSONNEL COMMITTEE
The Association Officers and Immediate Past Chairman will serve as the Personnel Committee.
