Bylaws

Bylaws

MAINE ALL TERRAIN SEARCH & RESCUE

Bylaws

ARTICLE I: NAME

The name of this organization shall be the Maine All Terrain Search and Rescue, hereinafter referred to as MATSAR

ARTICLE II: PURPOSES

  1. MATSAR is organized exclusively for charitable, religious, educational, and/or scientific purposes, under section 501(c)(3) (status pending) of the Internal Revenue Code, for the promotion and development of Search and Rescue (SAR) capabilities and resources in the State of Maine with the underlying principle of saving lives. It shall provide the needed liaison between the individual member organizations and the Maine Department of inland Fisheries and Wildlife, the National Association for Search and Rescue (NASAR), Maine Association for Search and Rescue (MASAR) and any other similar agencies.
  2. No part of the net earnings of MATSAR shall inure to the benefit of, or be distributed to, its members, directors, officers, or other private persons, except that MATSAR shall be authorized and empowered to pay reasonable compensation for services rendered, and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No part of the activities of MATSAR shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the association shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, MATSAR shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code or corresponding section of any future federal tax code of (b) by an organization, contributions to which are deductible under section 170(c)(2) of the internal Revenue Code or corresponding section of any future federal tax code.
  3. Upon the dissolution of MATSAR assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code or corresponding section of any future federal tax code, or shall be distributed to the federal government or to a state or local government for public purpose as chosen by majority vote of the Board of Directors.

ARTICLE III: MEMBERSHIP

  1. Members; Qualifications and Admission of Members:

The Corporation shall have one class of members, designated “Members.” Members shall consist of individuals who support the Corporation’s purposes and who, following acceptance as Members by vote of the Board, shall have paid such membership fees, dues, and assessments, and met such other qualifications as the Board may from time to time determine and which are consistent with the Articles. Membership shall be open to the public without discrimination by sex, race, creed, religion, nationality or place of origin, or any other class protected by law. Members must be at least eighteen (18) years of age. Participation in a MASAR search is limited to members at least 18 years of age at the time of the search.

Members will automatically be one of the following:

  1. Probationary member: a member who has less than twelve (12) months membership with MATSAR
  2. Trainee: a probationary member who is training to be an operational search team member.
  3. Probationary Search Team Member: a member who has completed all of the basic search and rescue certifications through MASAR.
  4. Supporting Unit Member: a member who has at least 12 months membership with MATSAR, whom has not completed any or all of the basic search and rescue certifications through MASAR.
  5. Level I Search Team Member: a member who has completed the basic search and rescue certifications through MASAR.
  6. Level II Search Team Member: a level I search team member who has successfully completed the MATSAR Off road Operator Course and/or Maine State All-Terrain Vehicle Operators Course.
  7. Team Leader: a qualifying Level II Search Team Member who has at least thirty-six (36) months with MAT-SAR.

  1. Powers: Other than the right to elect and remove directors, to amend the Articles and these Bylaws, and to vote on other matters as specified in the Articles or these Bylaws, the Members shall have no authority to manage or direct the affairs and activities of the Corporation.
  2. Removal: The Board may remove any Member, with or without cause, by the affirmative vote of the majority of the membership. Members may be brought before the Board for unlawful, dangerous or other disruptive behaviors as per the SOP. The Board will decide what action will be taken.
  3. Resignation: Any Member may resign at any time by giving formal 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.
  4. Telephonic Meetings: Members may participate in a meeting of Members 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.
  5. Consent of Members: Unless restricted in these Bylaws, any action required or permitted to be taken at a meeting of Members 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 of the Members entitled to vote on such matter. Such consents shall be filed with the Secretary as part of the corporate records. For purposes of this section, an e-mail message sent by an individual Member in a manner evidencing an intention to consent to a given action may be deemed the signed written consent of that Member.

ARTICLE IV: MEETINGS

  1. Meetings of the Members shall take place on a regular basis. The meeting schedule shall be set by the Members.
  2. An Annual Meeting must be held each year, per Maine law.
  3. Annual and Special Meetings shall be called by the President or the Chairperson of the Board. Notice of an Annual or Special Meeting shall be provided to the Members, officers, appointees, and agency representatives at least 30 days in advance.
  4. At all meetings, representation by at least one half of the Members shall constitute a quorum, and shall be necessary to conduct the business of the organization.
  5. All meetings are open to all Members. Rights to the floor for others attending shall be determined by majority vote of the Members present.
  6. All Members, officers, and appointees shall have the privilege of presenting on the floor, making motions, making nominations, and any other business.

ARTICLE V: THE BOARD

    1. General Powers: The Board shall have full authority to manage and direct the affairs and activities of MATSAR and may exercise all powers of MATSAR and do all lawful acts and things necessary or appropriate to carry out the purposes of MATSAR.
    2. Number: The number of directors constituting the Board shall be a minimum of three (3) and a maximum of fifteen (15) elected members in good standing, except as the Articles otherwise may provide.
    3. Qualifications: Directors must have attained the age of twenty-one years. Directors need not be residents of the State.
    4. Election and Term: Unless otherwise provided by the Articles and except as hereinafter provided, the officers shall be elected during regularly scheduled monthly meeting in December for the expired term. Anyone seeking office must be an active member in good standing. Newly elected directors will begin their terms on January 1. Each director shall hold office for a three-year term until his or her successor has been elected and qualified, or until his or her earlier resignation, removal from office, death or incapacity.
    5. Vacancies: In the event a directorship becomes vacant, the President will appoint an interim director until a special election can be held. The vacancy will be announced at the next business meeting and elections will be held at the following business meetings.
    6. Removal: Any Director may be removed, with or without cause, by the affirmative vote of at least two-thirds (2/3) of the members eligible to vote.
    7. Resignation: Any director may resign at any time by giving written notice to the Chairperson or Secretary of the Corporation. Such resignation shall take effect on the date of receipt or at any later time specified therein.
    8. Meetings and Notice: Regular meetings of the Board shall be held at such place, date, and hour as the Board may determine. 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 Chairperson or by any director. Notice of the place, date and hour of each meeting (a) shall be emailed to each director, at least five (5) business days before the meeting. Except as otherwise expressly required by the Corporation Act, the Articles, or these Bylaws, notices of meetings need not describe the purposes of, or business to be transacted at, the meeting.
    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. Each director shall have one vote. 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.
    10. Committees: The Board may designate such committees as the Board deems necessary, which committees may consist of directors or other individuals designated by the Board. The Board may delegate to any such committees all or any portion of the authority of the Board, except authority to amend the Articles or these Bylaws, adopt a plan of merger or consolidation, approve a sale or other disposition of all or substantially all of the property and assets of the Corporation other than in the usual course of its business, or approve the voluntary dissolution of the Corporation or the revocation of such dissolution.
    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 expenses incurred in the performance of their duties, 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 for such service.
    12. Consent of Directors: Unless restricted in these Bylaws, 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.
    13. Confidentiality: Directors shall maintain as confidential information relating to the Corporation received in the course of their service as directors, except to the extent that such information
      1. is already known to the receiving director at the time of receipt;
      2. is or becomes generally available to the public through no fault of the director receiving such information; or lawfully comes into the possession of the receiving director from an independent source who obtained it without any obligation of confidentiality to the other party or to others.

Directors may not disclose, or cause their representatives to disclose, any such information without obtaining the prior approval of the Board; provided, however, that such information may be disclosed if and to the extent that the party receiving the information is compelled by subpoena or other legal process to disclose it, or if it shall be necessary for purposes of complying with any applicable law or regulation.

ARTICLE VI: OFFICERS

  1. Officers: The principal officers of MATSAR shall be, a President, a Vice President, a treasurer, a Secretary, and such other officers as may from time to time be deemed necessary by the Board. Any two or more offices may not be held by the same person. All officers may, but need not be, members of the Board.
  2. Election: The Chairperson, President, Vice President, Treasurer, and Secretary shall be elected during the regularly scheduled monthly meeting in December of each year. Anyone seeking office need not be an active member. Newly elected officers will begin their terms on January Other officers, if any, may be appointed by the Board at any time.
  3. Term of Office; Removal: Officers shall hold office for a one-year term 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. 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.
  4. Resignations: Any officer may resign by giving written notice to the Chairperson or President. 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.
  5. Vacancies: In the event an office becomes vacant, the Board will appoint an interim officer until a special election can be held. The vacancy will be announced at the next business meeting and elections will be held at the following business meetings.
  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.
  7. President: The President shall be the chief executive officer of MATSAR. Except to the extent others are designated responsible in accordance with these Bylaws or otherwise, the President shall be responsible for the implementation of the policies of MATSAR management of the business affairs of MATSAR, and oversight of all the day-to-day activities of MATSAR.
  8. Vice President: Each Vice President shall have such powers and duties as may be assigned by the President or as are incident to the office. In the absence or inability or refusal to act of the President, the Vice President, as determined by the Board, shall be vested with all the powers and shall perform all the duties of the President.
  9. 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 MATSAR disbursements and receipts, shall report to the Board from time to time on the financial condition of MATSAR 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 MATSAR.
  10. Secretary: The Secretary (or, in the absence of the Secretary, another person designated by the Chairperson or President) shall attend all general membership and Board meetings and record their proceedings. He or she shall place such records, after approval by the general membership or the Board, in the records to be kept for that purpose. The Secretary shall keep records of all general membership and Board meetings of the Board and committees thereof. The Secretary may certify all votes, resolutions, and actions of the general membership and the Board, and may attest all documents executed on behalf of MATSAR.
  11. Compensation: The Officers shall not receive any stated salary for their services as such; provided, however, that, by resolution of the membership, the Officers may be reimbursed for expenses incurred in the performance of their duties at each regular or special meeting of the membership, and that, except as otherwise provided by law, the Articles and these Bylaws, no Officer shall be precluded from serving MATSAR in any other capacity and receiving compensation for such service.