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Click here to view the fourth round of full proposed bylaws revisions and justifications. The Trustees unanimously endorsed this document on July 18, 2020 and will call a Special Meeting this year to vote on these revisions.
Click here for a full version of the bylaws that includes all proposed revisions in the fourth round, without justifications or the changes tracked.
The Committee presented the final set of revisions to the Board of Trustees at their July 18, 2020 meeting, and the Trustees voted unanimously to endorse the revisions and set the Bylaws Committee forth on determining the logistics of a Special Meeting and bringing the revisions to the shareholders for a vote to accept them.
Seashore Trolley Museum is currently going through the process to revise our Bylaws. The Board of Trustees appointed a new Bylaws Committee in January 2019 to pick up where the last set up revisions left off, in the year 2000. Committee members selected have decades of experience in directing, facilitating or working with other leaders in nonprofits and other rail organizations through bylaws revision; one member also has direct national and international nonprofit experience.
The group had quite the daunting task ahead. Not only had 19 years passed since the last set of revisions, but past revisions had not incorporated Maine’s Nonprofit Corporation Act legislation, first passed in 1977. This oversight has left the Society out of compliance with the state for over 40 years.
The committee quickly got to work, first correcting formatting, grammar and spelling, and then updating Sections to reflect how the Society conducts business and has for several years (for example, adding our mission, the “Executive Director” role, etc.). Next, the committee reviewed the Nonprofit Corporation Act and added the sections to the document that were missing altogether, reflecting what the Act mandated, suggested, or what the Society is currently practicing.
The committee then changed focus to the Articles and Sections that proved to be the most difficult. Hours of conversations among members of the committee, Trustees, shareholders, members, local community members and other supporters of the Society weighed in. What was truly in the best interest of the Society in Sections like Trustees’ General Powers, Elections, Voting, Terms of Office, Conducting Meetings, etc.? Even among the committee consensus could not be reached in some cases–and lack of consensus on what was in the best interest for the Society was definitely reflected in our shareholders and members as well.
Holding several roundtable opportunities for members demonstrated that it was going to be impossible to get 100% shareholder and member support throughout the revisions. Finding the best route to achieve what is in the best interest of the Society was long and, in some cases, took many detours. The committee navigated the solution-based feedback we received from members to help find the compromises in the Articles that proved most “controversial,” including Sections in the new Article 4 (Board of Trustees), Article 8 (Annual & Special Meetings) and Article 10 (Membership).
After 18 months of work and nearly 36 dozen sets of revised documents, the committee believes they have achieved a set of revisions that is truly the best for the Society, meets requirements for nonprofit entities in Maine, and mitigates as much risk as possible for the Society. The committee worked with our attorneys prior to Trustee approval, and they have given the document the “green light,” and helped us put the finishing touches on the Sections covering Indemnification and Conflict of Interest.
Do you have questions or comments? Reach out to the Chair of the Bylaws Committee, Rob Drye, at [email protected]. Members have had 18 months to submit suggested edits to our current bylaws and nearly one year to submit edits to the proposed revisions. The time to submit edits to the revisions has now passed.
When the Trustees are ready to call a Special Meeting to vote on the finalized revisions, a hard copy of the revisions along with a proxy ballot will be mailed to every member shareholder.