MAINE MEDIA COLLEGE
Amended: March 1, 2010
When used in these Bylaws, the terms defined below shall have the meanings specified:
The “Articles” shall mean the Articles of Incorporation of the Corporation, including any and all amendments thereto, as then in effect.
The “Board” shall mean the Board of Directors of the Corporation.
The “Code” shall mean the Internal Revenue Code of 1986, as amended, and the regulations thereunder, as from time to time in effect.
The “Corporation” shall mean Maine Media Workshops, a Maine nonprofit corporation. The “Corporation Act” or the “Act” shall mean the Maine Nonprofit Corporation Act,
Title 13-B of the Maine Revised Statutes, as then in effect.
The “State” shall mean the State of Maine.
SECTION 2.1 Principal Office. The principal office of the Corporation shall be located at such place as the Board may designate from time to time.
SECTION 2.2 Registered Office. The registered office of the Corporation in the State of Maine shall be at One Portland Square, P.O. Box 586, Portland, Maine 04112-0586, or at such other address as the registered agent of the Corporation shall maintain.
SECTION 2.3 Other Offices. The Corporation may have offices at such other places either within or without the State as the Board may determine or as the Corporation’s activities may require.
SECTION 3.1 Purposes. The Corporation is organized exclusively for charitable, educational and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), including but not limited to the operation of a learning center for filmmakers, photographers, actors, writers, digital artists and other creative professionals.
Notwithstanding any other provision of these Articles, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).
SECTION 3.2 Powers. The Corporation shall have all powers, rights, privileges and immunities, and shall be subject to all of the liabilities conferred or imposed by law upon corporations of this nature, and shall be subject to and have all the benefits of all general laws with respect to nonprofit corporations by the Corporation Act, provided that no part of the net earnings of the Corporation shall inure to the benefit of any director or officer of the Corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Corporation in carrying out one or more of its purposes), and no director or officer of the Corporation, or any private individual, shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Corporation. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.
SECTION 3.3 Distribution on Dissolution. Upon the dissolution of the Corporation or the termination of its activities, the assets of the Corporation remaining after the payment of all its liabilities shall be distributed exclusively to one or more organizations that are then exempt from federal income taxation under Section 501(a) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) as organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).
SECTION 3.4 Tax Exempt Status. It is intended that the Corporation shall have and continue to have the status of a corporation which is exempt from federal income tax under Section 501(a) of the Code, as an organization described in Section 501(c)(3) of the Code. The Articles and these Bylaws shall be construed accordingly, and all powers and activities shall be limited accordingly.
SECTION 4.1 Members. The Corporation shall have no members.
BOARD OF DIRECTORS
SECTION 5.1 General Powers. The Board of Directors shall manage and direct the affairs of the Corporation and 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 5.2 Number. The number of directors constituting the Board shall be no fewer than three (3) and no more than twenty-one (21), except as the Articles may otherwise provide.
SECTION 5.3 Qualifications. Directors must have attained the age of twenty-one years. Directors need not be residents of the State of Maine. At no time shall more than 49 percent of the directors be financially interested, as defined in the Act.
SECTION 5.4 Election and Term. Unless otherwise provided by the Articles and except as hereinafter provided, the directors shall be elected each year at the annual meeting of directors. Each director shall hold office until the expiration of the term for which he or she is elected and until his or her successor has been elected and qualified, or until his or her earlier resignation, removal from office, death or incapacity.
A. Terms of Board Members. The terms of directors constituting the Board are limited to a total of three (3) three-year terms. After a director’s one year absence from the Board, the director may be reelected to the Board.
B. The period of a director’s term shall be measured from the date of the Annual Meeting of the calendar year in which the director was elected.
C. The period during which a Board member serves as Chairman shall not be counted towards the term limit described in Section 5.4.1(A).
SECTION 5.5 Vacancies. Vacancies in the Board, including those created by an increase in the number of directors or by removal, may be filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. Any director elected to fill any vacancy shall be elected for the unexpired term of his or her predecessor.
SECTION 5.6 Removal. The Board may remove any director, with or without cause, by the affirmative vote of a majority of the directors then in office.
SECTION 5.7 Resignation. Any director may resign at any time by giving written notice to the President of the Corporation. Such resignation shall take effect on the date of receipt or at any later time specified therein.
SECTION 5.8 Meetings and Notice. An annual meeting of directors shall be held each year at such place, date and hour as the Board may determine. Special meetings of the Board may be called by the Chairman of the Board, the President or by any two directors. Notice of the place, date and hour of each meeting (i) shall be mailed to each director, addressed to his or her residence or usual place of business, at least three business days before the meeting or (ii) shall have been sent to him or her at such place by e-mail, telegram or cable, or received by him or her in person by telephone or fax, at least twenty-four hours before the meeting. Except as otherwise expressly required by the Act, the Articles, or these Bylaws, notices of meetings need not describe the purposes of, or business to be transacted at, the meeting. Notice of any meeting of the Board need not be given to any director who is present at such meeting or who signs a written waiver of notice, either before or after the meeting. Notice of adjournment of any meeting need not be given if the time and place to which it is adjourned are fixed and announced at such meeting. Notwithstanding any provision of these Bylaws, defects in the calling or notice of a meeting of directors shall be deemed waived to the extent provided by the Act.
SECTION 5.9 Quorum; Voting. At each meeting of the Board, a majority of the directors then in office shall constitute a quorum for the transaction of business. Except as otherwise provided by the Corporation Act, the Articles or these Bylaws, the vote of a majority of the directors present shall constitute the act of the Board.
SECTION 5.10 Committees. By resolution adopted by a majority of the directors then in office, the Board may designate from among its members an executive committee, and may designate such other committees as the Board deems necessary, which committees may consist of either members of the Board or other persons as designated in the resolution authorizing that committee. The Board may delegate to any such committees all or any portion of the authority of the Board, except authority to amend these Bylaws, and except to the extent prohibited by the Corporation Act. Each committee shall keep regular minutes of its meetings and shall report its actions to the Board when so requested.
SECTION 5.11 Directors’ Compensation. The directors shall not receive any stated salary for their services as such; provided, however, that, by resolution of the Board, the directors may be reimbursed for the expenses of attendance, if any, at each regular or special meeting of the Board, and that, except as otherwise provided by law, the Articles and these Bylaws, no director shall be precluded from serving the Corporation in any other capacity and receiving compensation therefor.
SECTION 5.12 Telephonic Meetings. Members of the Board or any committee thereof may participate in a meeting of the Board or such committee by means of a conference telephone, video conferencing or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.
SECTION 5.13 Consent of Directors. Any action required or permitted to be taken at a meeting of the Board or of any committee thereof may be taken without a meeting if written consents, setting forth the action taken, are signed (at any time before or after the intended effective date of such action) by all members of the Board or committee, as the case may be. Such consents shall be filed with the Secretary as part of the corporate records.
BOARD OFFICERS; AGENTS; PRESIDENT
SECTION 6.1 Officers. The Nominating Committee, as shall be comprised of Board directors, shall present the Board Officers slate at every Annual Meeting after due consideration of all Board officers. The Corporation shall elect a Chairman (who also shall serve as President), Treasurer and Secretary, and such other Board officers as may from time to time be deemed necessary by the Board. In addition, the Chairman may from time to time appoint such Assistant Treasurers and Assistant Secretaries as he or she shall deem appropriate. Any two or more offices may be held by the same person, provided that the Corporation shall have at least two individuals as Board officers. Other than the Chairman, who shall be a director, all officers may, but need not be, members of the Board of Directors.
SECTION 6.2 Election. The Chairman, Treasurer and Secretary shall be elected annually by the directors at their annual meeting. Other Board officers, if any, may be elected or appointed by the directors at any time.
SECTION 6.3 Term of Office; Removal. Officers of the Board shall hold office until the next annual meeting of the Board and until their successors are chosen and have qualified, or until their earlier resignation or removal from office. All officers serve at the pleasure of the Board and may be removed at any time by the Board, with or without cause. Assistant Treasurers and Assistant Secretaries appointed by the Chairman may also be removed by the Chairman at any time, with or without cause. Removal from office, however effected, shall not prejudice the contract rights, if any, of the officer removed, nor shall election or appointment of an officer of itself create contract rights. When evaluating the performance of individual officers, the Nominations Committee will meet in Executive Session. As each officer position is discussed, the candidate under consideration will excuse him or herself from the discussion.
SECTION 6.4 Resignations. Any officer may resign by giving written notice to the Chairman or Secretary. Unless otherwise specified therein, a resignation shall take effect upon receipt of such notice, and the acceptance of such resignation shall not be necessary to make it effective.
SECTION 6.5 Vacancies. A vacancy in any office, however occurring, shall be filled in the manner prescribed by these Bylaws for regular election or appointment to such office.
SECTION 6.6 Powers and Duties. Except as hereinafter provided and subject to the control of the Board, each officer shall have such powers and duties as are customarily incident to his or her office or as the Board may otherwise prescribe.
(a.) Chairman of the Board of Directors. The Chairman shall preside at all meetings of the Board, may cast a vote on all questions, and shall have such other powers and duties as may be determined by the Board. In the absence of the Chairman, the quorum can appoint a director to act as chair for the meeting. The Chairman shall have authority to institute or defend legal proceedings whenever the directors are deadlocked.
(b.) Treasurer. The Treasurer shall have charge of, and be responsible for, all funds and securities of the Corporation, shall maintain full and accurate accounts of the Corporation’s disbursements and receipts, shall report to the Board from time to time on the financial condition of the Corporation and shall otherwise exercise the powers and perform the duties incident to the office of Treasurer. The Treasurer may certify or attest documents executed on behalf of the Corporation.
(c.) Secretary. The Secretary shall attend meetings of the Board and record its proceedings. He or she may give, or cause to be given, notice of all meetings of directors of the Corporation. The Secretary shall keep records of all meetings of the Board and committees thereof. The Secretary may certify all votes, resolutions and actions of the Board, and committees of the Board, and may attest all documents executed on behalf of the Corporation.
(d.) Assistant Officers. Assistant Treasurers and Assistant Secretaries shall perform such duties as from time to time may be assigned to them by the Board or by (respectively) the Treasurer or Secretary. At the request of the Treasurer or Secretary, or in case of his or her absence or inability to act, any Assistant Treasurer or Assistant Secretary (respectively) may act in his or her place.
SECTION 6.7 President. The Board may retain the services of a President. Subject to the general oversight responsibility of the Board, the President, if any, shall be, in place of the Chairman, the chief executive officer of the Corporation. The President shall be responsible for the implementation of the policies of the Corporation, management of the business affairs of the Corporation and oversight of all the day-to-day activities of the Corporation, and shall have full authority, without limitation, to appoint and remove agents and employees and to prescribe their powers and duties. The President may sign, singly or with any proper officer of the Corporation thereunto authorized by these Bylaws or by the Board, deeds, mortgages, bonds, contracts or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall have been expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed. The President shall from time to time, and whenever requested, report to the Board all matters within his or her knowledge which the interest of the Corporation may require to be brought to its notice, and perform such other duties as may be required of him or her by the Act, by these Bylaws or by the Board.
SECTION 6.8 Compensation. The Board or a duly authorized committee thereof may fix the compensation of the Chairman. The compensation of all other officers and employees of the Corporation shall be fixed by the Chairman, subject to the Board’s power to approve the annual budget.
SECTION 6.9 Registered Agent. The Corporation shall have and continuously maintain a registered agent, who shall be a resident of the State whose business office is identical to the registered office, or a domestic corporation (or foreign corporation authorized to transact business in the State) whose business office is identical to the registered office, and who shall not be deemed an officer of the Corporation. The position of registered agent shall be ministerial in nature, and the registered agent, in his or her capacity as such, shall have no authority to engage in any policy making function on behalf of the Corporation, or to enter into contracts or incur debts on behalf of the Corporation. The registered agent may, but need not, hold another position as an officer of the Corporation.
SECTION 7.1 Mandatory Indemnification of Directors and Officers. Except to the extent expressly prohibited by law or by the Articles or these Bylaws, the Corporation shall in all cases indemnify any existing or former director or officer of the Corporation who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or other proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Board as a director, officer, trustee, partner, manager, fiduciary, employee or agent of another corporation, partnership, limited liability company, joint venture, trust, pension or other employee benefit plan, or other enterprise, or by reason of his or her conduct in any such capacity, against expenses (including, without limitation, costs of investigation and attorneys’ fees, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by him or her in connection with such action, suit or proceeding; provided, however, that indemnification shall not be mandatory in respect of (i) any action or claim by such person against the Corporation, or against one or more directors or officers of the Corporation in their capacities as such, or (ii) any action or claim by or in the right of the Corporation against such person if such action or claim was approved, prior to the filing thereof, by the affirmative vote of at least two-thirds of the directors of the Corporation then in office.
SECTION 7.2 Permissive Indemnification. Except to the extent that indemnification is mandatory under Section 8.1 above, the Corporation may, but shall not be required to, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or other proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, trustee, employee, partner, manager, fiduciary or agent of another corporation, partnership, limited liability company, joint venture, trust, pension or other employee benefit plan, or other enterprise, or by reason of his or her conduct in any such capacity, against expenses (including, without limitation, costs of investigation and attorneys’ fees, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by him or her in connection with such action, suit, or proceeding. Such indemnification shall be subject to any restrictions imposed by applicable law or by the Board in its discretion.
SECTION 7.3 Indemnification Not Permitted. The Corporation shall not indemnify a person under this Article if he or she breached his duty to act in good faith and in a manner believed to be in or not opposed to the best interests of the Corporation; or, in the case of any criminal proceedings, if the person had reasonable cause to believe his or her conduct was unlawful.
Likewise, the Corporation shall not indemnify a person under this Article in connection with a proceeding by or in the right of the Corporation in which that person was or is adjudged liable to the Corporation, or in connection with any other proceeding charging improper personal benefit to that person, whether or not involving action in that person’s official capacity, in which that person was adjudged liable on the basis that personal benefit was improperly received by that person.
SECTION 7.4 Advance Payment of Expenses.
(a.) With respect to any claim for which indemnification is mandatory under Section 7.1 or permissible under Section 7.2 above, all expenses reasonably incurred by any existing or former director or officer in connection with such claim may, in the discretion of the Board be paid by the Corporation in advance of the final disposition of the action, suit or proceeding in which such claim is asserted or threatened.
(b.) Notwithstanding paragraph (a) of this Section, no advance payment of expenses shall be made hereunder unless the Corporation shall be in receipt of:
(i.) A written undertaking by or on behalf of the indemnified person to repay that amount if such person is finally adjudicated not to be entitled to indemnification by the Corporation; and
(ii.) A written affirmation by the indemnified person that he or she (a) acted honestly and in the reasonable belief that his or her action was in or not opposed to the best interests of the Corporation or its shareholders (or, in the case of a person serving as a fiduciary of an employee benefit plan or trust, in or not opposed to the best interests of that plan or trust or its participants or beneficiaries) and (b) with respect to any criminal action or proceeding, that he or she did not have reasonable cause to believe that his or her conduct was unlawful.
The undertaking required by clause (i) of this paragraph (c) shall be an unlimited general obligation of the person seeking the advance, but (except to the extent otherwise provided by the Board pursuant to paragraph (b) of this Section) shall not be secured and shall be accepted without reference to financial ability to make the repayment.
SECTION 7.5 Nonexclusive Remedy; Benefit. The rights provided by this Article shall not be deemed exclusive of any other right of indemnification or payment provided by contract, the Articles, vote of shareholders or directors, or otherwise. Any right of indemnity or payment arising under this Article shall continue as to a person who has ceased to hold the office or position in which such right arose; shall inure to the benefit of his or her heirs, executors and administrators; and shall survive any subsequent amendment of this Article.
SECTION 7.6 Insurance. The Corporation may purchase and maintain insurance on behalf of itself and any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, trustee, partner, manager, fiduciary, employee or agent of another corporation, partnership, limited liability company, joint venture, trust, pension or other employee benefit plan, or other enterprise, against any liability asserted against such person and incurred by him or her in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the Corporation Act.
CONFLICT OR DUALITY OF INTEREST
SECTION 8.1 Disclosure. Each director shall disclose to the Board any financial or other relationship that might reasonably be construed to be inconsistent with the discharge of such director’s duties to the Corporation, including without limitation his or her status as an officer, director, trustee, member, owner (either as sole proprietor or partner), shareholder, employee or agent of any entity or organization with which the Corporation has entered into, or might be expected to enter into, a relationship or transaction in which that director might have a conflicting interest. Directors shall make such disclosures at least annually, at such times and in such form as the Board shall require.
SECTION 8.2 Effect of Conflict. A director may be interested, directly or indirectly, in any contract, transaction or act relating to or incidental to the operations of the Corporation, and may freely make contracts, enter into transactions or otherwise act for or on behalf of the Corporation in such matters, provided that (i) the direct or indirect interest of the director in the proposed contract, transaction or act shall have been disclosed to and approved by the Board; (ii) the director shall refrain from participating in the selection, award or administration of his or her own contract, if applicable; and (iii) no contract, transaction or act shall be entered into or taken on behalf of the Corporation if such contract, transaction or act would jeopardize the Corporation’s tax-exempt status under Section 501(c)(3) of the Code. An interested director may be counted in determining the presence of a quorum at a meeting at which the Board authorizes, approves or ratifies a transaction in accordance with the requirements of this Article.
CONTRACTS, BANK ACCOUNTS, ETC.
SECTION 9.1 Execution of Documents. Except as limited by law, the Articles, or these Bylaws, and unless otherwise expressly provided by any resolution of the Board, the Chairman and President, and any one of them, shall have authority to execute and deliver, in the name and on behalf of the Corporation, any contract, bill, note, check, deed, mortgage, bill of sale or other instrument.
SECTION 9.2 Bank Accounts. Unless otherwise expressly provided by any resolution of the Board, the Chairman, President or Treasurer, acting singly, may open, close, and maintain deposit, checking, money market and similar accounts with banks, trust companies and other depositories in the name of the Corporation and may purchase and sell certificates of deposit and similar instruments on behalf of the Corporation. The Board may make such special rules and regulations with respect to such activities as it deems expedient.
SECTION 9.3 Authority to Vote Shares. Unless otherwise provided by resolution of the Board, the Chairman, Treasurer and Secretary (in that order) shall have authority to vote (either in person or by proxy) any shares of other corporations standing in the name of the Corporation.
SECTION 10.1 Fiscal Year. The fiscal year of the Corporation shall end on December 31 of each year, except as otherwise fixed by resolution of the Board.
SECTION 10.2 Corporate Seal. The Corporation may have a seal in such form as the Board or the registered agent may approve. Whenever it is inconvenient to use the corporate seal, a facsimile thereof may be used. The registered agent and any officer of the Corporation shall have authority to affix the corporate seal, and it may be attested by his or her signature.
SECTION 10.3 Facsimile Signatures. Facsimile, conformed or electronic signatures of any officer of the Corporation may be used whenever authorized by the Board or Chairman. The Corporation may rely upon the facsimile, conformed or electronic signature of any person if delivered by or on behalf of such person in a manner evidencing an intention to permit such reliance. A document delivered by e-mail, fax or other means of electronic transmission shall be deemed, upon receipt by the Corporation, in legible form, to constitute a writing even if not reproduced in paper form. Any such electronic transmission sent by a director in a manner evidencing an intention to consent to a given action shall be deemed to be signed if such transmission sets forth, or is delivered with, information by which the Corporation can in good faith determine that the transmission is sent by such person or by an agent authorized to deliver such consent for such person.
SECTION 10.4 Amendment of Bylaws. Except as the Articles otherwise provide, these Bylaws may be amended or repealed, and new Bylaws may be adopted, by the affirmative vote of a majority of the directors then in office. For any meeting at which Bylaws are to be adopted, amended or repealed, specific notice of such proposed action shall be given, either setting out the text of the proposed new or amended Bylaw or Bylaw to be repealed, or summarizing the changes to be effected by such adoption, amendment or repeal.
SECTION 10.5 Interpretation. Headings and captions used herein are inserted for convenience only and shall not be used to construe the scope or content of any provision. In the case of any conflict between the provisions of the Articles and these Bylaws, the Articles shall control. In the case of any ambiguity or other question concerning interpretation of these Bylaws, the good faith interpretation of the Board, acting by the affirmative vote of a majority of the directors then in office, shall be binding on the Corporation for all purposes.