ARTICLE I - NAME
The name of this corporation shall be THE HILLS BEACH ASSOCIATION.


ARTICLE II - GOAL

The goal of the Hill's Beach Association, hereinafter referred to as the H.B.A. shall be to provide for the improvement and welfare of the community known as Hills Beach in the City of Biddeford.  Hills Beach (for the purposes of this Association) shall begin at the intersection of Red Oak Lane and Hills Beach Road, and continue throughout the Hills Beach area; i.e. as far south as the "Gut", including all side streets, Fort Hill, and Basket Island and to promote the social and general welfare of the property owners, residents, and seasonal visitors of Hills Beach.

ARTICLE III - MEMBERSHIP AND DUES

Section 1.  All owners of real estate and/or permanent (12 month) residents, 18 years of age or older, located at Hills Beach (as described in Article II) shall be considered eligible to become Regular members of the H.B.A.  Notwithstanding the above, all members whose dues were paid for the year 2000-2001 will be eligible for Regular Membership.  Part-time nonresidents shall be considered eligible to become Associate members of the H.B.A.

Section 2.  Voting privileges shall be extended to all Regular members in good standing who have paid their dues.  Each voting member shall have one vote.  Members may terminate their membership by sending written notice to the secretary of the H.B.A. prior to June 30 of said year of membership termination.

Section 3.  Any member may be removed from membership by a two-thirds (2/3) vote of the Regular members present at any annual or special meeting called for that purpose for conduct deemed prejudicial to the H.B.A. provided that such member shall have first been served with written notice of the accusations against the member and shall have been given an opportunity to produce his or her witnesses, if any, and to be heard at the meeting at which such vote is taken.

Section 4.  Association membership shall be extended to all who have paid the annual dues.  Associate members shall not be permitted to introduce motions or vote or hold office.

Section 5.  Annual dues for Regular and Associate members shall be determined by the Board of Directors each spring. 

Section 6.  All classes of members shall pay such annual dues as shall be determined by the Board of Directors.  Dues are payable by July 1.

ARTICLE IV - OFFICERS

The officers of this corporation shall consist of a President, Vice-President, Secretary and Treasurer.  The term of office is twelve (12) months, from September 1 - August 31.  Officers may hold no more than three successive terms of office.

ARTICLE V - DUTIES OF OFFICERS
PRESIDENT

Section 1.  The President, shall preside at the meetings of the corporation and Board of Directors and enforce all by-laws and regulations.

Section 2.  The President may execute all instruments, agreements, and contracts authorized by the Board of Directors in the name and on behalf of the Association and shall have such powers and duties as may be prescribed by the Board of Directors.

VICE-PRESIDENT

Section 3.  It shall be the duty of the Vice-President to assist the President in the discharge of his/her duties, and in the absence of the President to perform the duties and execute all the powers of the President.

Section 4.  The Secretary shall be empowered to officiate at any meeting other than Board of Directors in the event that both the President and Vice-President are absent.

SECRETARY

Section 5.  It shall be the duty of the Secretary to keep a true record of all meetings and proceedings of the Association, and of the Board of Directors meetings.  After their approval as read or as corrected, the minutes shall be copied into a permanent bound record book belonging to the Association, and made available as required by the State of Maine; to keep an accurate and current roll of all members in a book provided for that purpose; to attend to all official correspondence of the Association; and to perform such other duties as these By-Laws or the Board of Directors may prescribe.  The Secretary shall notify all members of all special, regular, and annual meetings of the Association as described in Article VIII, Section 7.  The Secretary shall notify the Treasurer of any new members accepted or any members dropped from the rolls.  The Secretary shall have custody of the Association By-Laws and records and shall see that all records of meetings, By-Laws and membership records are present at each meeting.

Section 6.  In the absence of the Secretary, a secretary pro-tem shall be chosen by the vote of the membership.

TREASURER

Section 7.  It shall be the duty of the Treasurer to collect all monies payable to the H.B.A.; to have custody of all funds, securities and deeds, and to disburse funds as ordered by the Board of Directors.  He/she shall keep in a ledger belonging to the H.B.A. an accurate account of all receipts and expenditures, and shall present to the H.B.A. a detailed report thereof at the annual meeting; and also make known any funds received after printing the Treasurer's financial report.  At every meeting the Treasurer shall exhibit in writing a statement of its accounts of the funds of the Association.  The Treasurer may, without specific authorization of the Board of Directors, pay Association debts by checks signed by him/her alone up to the amount of $200.00.  Any check of $200.00 or more shall require the counter-signature of the President or Vice-President.

Section 8.  The H.B.A. shall require bonding for the Treasurer in such sum as the Board of Directors may deem necessary.

Section 9.  Monies of the H.B.A. shall be held in an interest bearing bank account designated by the Board of Directors.

Section 10.  A committee of two persons who need not necessarily be members of this Association shall be appointed, or employed by the President before each annual meeting to examine the Treasurer's books, vouchers, and accounts, and to make their written report at the annual meeting.

ARTICLE VI - POWERS AND DUTIES OF THE BOARD OF DIRECTORS

Section 1.  There shall be a Board of Directors composed of the President, who shall be the chairman, Vice-President, Secretary, Treasurer and five (5) other Regular members of the H.B.A. who hold no other elective office and serve a term of three years.

Section 2.  The Board of Directors shall formulate and determine the policies for the Association consistent with these By-Laws.

Section 3.  Subject to these By-Laws, the Board of Directors shall have general control, care, and management of the Association, its policies and finances, its activities and its property.  They may make or authorize all necessary contracts, but shall have no power to make the Association liable for any debt beyond the amount of money which shall at the time of contracting be in the Treasurer's hands and not needed for the discharge of prior debts of liabilities.  They shall have the power to lease, sell or mortgage any real estate belonging to the Association for the benefit of the Association, only with authority of a two-thirds vote of the members, at a meeting called for that purpose.

Section 4.  The Board of Directors may fill vacancies in its own number or in any other office left vacant by resignation, death, failure to elect, or removal from office or otherwise.  The officers so elected shall hold office until the next annual meeting of the Association or until their successors are elected.

Section 5.  The Board of Directors may propose to remove for cause any elected officer at any meeting called for the purpose.  A vote of two-thirds (2/3) of ballots cast shall be required to remove an officer.  Notice of the meeting shall be given as described in Article VIII, Section 7.

ARTICLE VII - COMMITTEE ON NOMINATIONS

Section 1.  As early as possible in June, the Board of Directors shall appoint a committee of three (3) Regular members, not more than one (1) of whom shall be an officer or Director, to select candidates for the various offices and Board of Directors to be filled during the annual meeting.  The Committee on Nominations may post the candidates' names on the Hills Beach Firehouse bulletin board at least fifteen (15) days prior to the annual meeting in August.

Section 2.  All other committees shall be appointed by the President.

Section 3.  Except for the Committee on Nominations, the President shall appoint the Chairman and/or Chairpersons of all committees, and delegate them to select their fellow members.  Standing committees shall serve during the calendar year of their appointment.  They may be appointed for successive terms as long as they are willing to serve.

ARTICLE VIII - MEETINGS

Section 1.  There shall be one (1) Regular Meeting in late Spring at a prearranged date, time & place designated by the President and/or Board of Directors.

Section 2.  The annual meeting shall be held on the second Sunday of August for the purpose of electing officers and Directors and carrying on such other business as has been published in the call for that meeting.

Section 3.  Special meetings may be called by the President or the Board of Directors, at its discretion.

Section 4.  Special meetings must be called by the Board of Directors within thirty (30) days after receiving a request in writing, stating the purpose thereof, signed by at least fifteen (15) Regular members in good standing.

Section 5.  No business except that specified shall be acted upon at special meetings.

Section 6.  At all regular meetings of the H.B.A., a minimum of 5% of voting members shall constitute a quorum.  At annual and special meetings a minimum of 10% of voting members shall constitute a quorum. 

Section 7.  Notice of regular, annual and special meetings shall be given to all members in person, or by postal/e-mail to the addresses of record at least ten (10) calendar days before such meetings are held.  The meeting agenda shall be included.

Section 8.  Board of Directors' meetings shall be held not less than twice annually.

Section 9.  A simple majority of five (5) members shall constitute a quorum at Board of Directors' meetings.

ARTICLE IX - ORDER OF BUSINESS
Section 1.  The Order of Business at all meetings shall be as follows:

1. Call to Order
   
2. Introduction of guests and new members
   
3. Reading of minutes of previous meeting
   
4. Treasurer's Report
   
5. Report of Standing Committees
   
6. Report of Special Committees
   
7. Unfinished Business
   
8. New business
   
9. Adjournment
   

Section 2.  The above order of business shall be followed at special or Board meetings as applicable.

ARTICLE X - ELECTIONS

Section 1.  The President, Vice-President, Secretary, Treasurer shall be elected by ballot at the annual meeting of the H.B.A., and shall hold office for the ensuing year or until their successors have been elected.

Section 2.  At each annual meeting, Regular members shall, by ballot, elect Directors to fill all expired terms of the Board of Directors.

Section 3.  When there is but one candidate nominated for an office, the Secretary shall be empowered, by unanimous vote of the assembly, to cast the ballot for the election of the candidate.

Section 4.  A majority of votes cast shall be necessary to elect.

ARTICLE XI - VOTING BY MAIL

Section 1.  In addition to the regular method of voting, due to a large number of members living out of state, or out of the community known as Hills Beach in the City of Biddeford, voting by postal/e-mail shall be extended to all members in good standing according to Roberts' Rules of Order.  The procedure to be followed will be determined by the Board of Directors.

ARTICLE XII - DISSOLUTION

Section 1.  Upon the dissolution of the Association, two-thirds (2/3) of the voting membership shall, after paying or making provisions for the payment of all liabilities of the Association, distribute the remaining assets, if any, to an organization(s) as shall at the time quality as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

Section 2.  Dissolutions proceedings shall take place only when approved by two-thirds (2/3) of the voting membership present at an annual meeting called for that purpose.

ARTICLE XIII - AMENDMENTS

Section 1.  These by-laws may be amended at either a regular or annual meeting, or vote by postal/e-mail, with a two-thirds (2/3) of vote cast by Regular members in good standing, provided that notice of intention to amend or revise is previously announced by postal/e-mail.

ARTICLE XIV - PARLIAMENTARY AUTHORITY