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Cumberland County Extension Association - CCEA By-laws



 Article I – Name
 The name of the Association is Cumberland County Extension Association

 Article II – Purpose
 The Cumberland County Extension Association is the official body within the county for carrying on Extension work in cooperation with the University of Maine. This Association will promote the advancement of agriculture and natural resources, youth development, and home economics and community life within Cumberland County.  The Association will maintain an organization serving all areas of the county so that educational information may quickly be disseminated to residents of the county, and enlist the cooperation of any organization in carrying out the Association’s Annual Plan of Work.

 Article III – Authorization
Our mission is accomplished under the direction of “The County Extension Act: Extension Work and the State University” by the Cumberland County Extension Association and the Cumberland County Extension Staff. 

 Article IV – Board of Directors

 Number and Term of Office
 There shall be a minimum of five (5) and a maximum of twenty-seven (27) directors.  Each director shall be elected for a term of two (2) years.  No director may serve more than three consecutive terms; i.e., more than six (6) consecutive years. The composition of the board shall reflect a diverse representation of the public that reflects the diversity of the Annual Plan of Work and provide effective support for all extension activities.

 Annual Meetings
 At the Annual Meeting of the Association each year persons shall be elected to the directors’ positions which have expired as of such Annual Meeting; a majority vote of other members of the board of directors of the Association present at such Annual Meeting shall be necessary for election of each new director.

At the regular meeting of the Board of Directors in the month immediately preceding the Annual Meeting each calendar year the nominating committee shall present a list of nominees for election to the Board.

Vacancies and Attendance
Vacancies on the board of directors may be temporarily filled by the Board at any regular or special meeting and may be nominated at the next annual meeting for a full board position.  Members who have three (3) unexcused absences from consecutive regular monthly meetings of the board of directors may, by majority vote of the full board of directors, have their membership as director terminated.

Article V – Officers
 The officers of the Association shall be: President of the Board, Vice President of the Board, Secretary and Treasurer who will be elected at the annual meeting for a term of two (2) years, or for the balance of the director’s term as director. Vacancies shall be filled by majority vote of the board until the next succeeding Annual Meeting.

 Article VI- Powers and Duties of the Directors
In addition to the authority given and duties imposed by these By-Laws and the laws of the State of Maine, the directors are charged with the general management of the Association, with full power to acquire property, both real and personal, in the name of the Association and to sell, lease, mortgage, and exchange or otherwise dispose of such property. 

Duties of the Board of Directors:
a.) To approve an annual operating budget for submission to the county commissioners.
b.) To maintain an effective organization for program development in the county.
c.) In case of a vacancy in the county Extension staff, to participate in the search and recommendation process for candidates for University of Maine Extension staff.
d.) To perform such other functions as may be necessary for achieving the purposes of the Association.
e.) Advocate for the programs and funding of all approved Extension programs.
f.) Review and approve funding requests, new funding initiatives and changes to operations and budget during the year as conditions change.
g.) The Board of Directors may establish committees and establish such procedures to govern their activities, and delegate such authority as may be necessary or desirable for the efficient management of the affairs, business or activities of the Extension Association.  The President of the Board of Directors will have the authority to appoint all committees and members to serve on committees annually.

 Article VII – Duties of the Officers
The Executive Committee shall consist of all officers of the Association and the ex-officio President.  A quorum shall consist of a majority of the members of the Executive Committee, the President of the Board shall serve as its Chair, and the Executive Committee is empowered by the Board of Directors to act in lieu of the board between its meetings or in the event of emergencies. Any actions taken by the Executive Committee between regularly scheduled meetings of the board must be presented for approval to the Board of Directors at the next following board meeting.

 a.)   President. The President shall preside at the annual meeting and at special meetings of the Association and at meetings of the Board of Directors and of the Executive Committee. The President may call special meetings of the board of Directors or of any of the committees whenever necessary.  The President shall serve ex-officio on all committees. At the end of the President’s term ( He/She )  shall serve one more year as an ex-officio member of the Executive Committee with voting privileges.  The President shall be responsible for establishing all committees and appointments to these committees and may designate chair of such committees.

 b.)   Vice President. The Vice President shall perform the duties of the President in absence of the President.

 c.)   Secretary.  The Secretary shall record and keep the minutes of all regular and special meetings of the Board of Directors and the Executive Committee, and shall notify the members of all meetings of the Association not less than 7 calendar days prior to the date of the meeting.

 d.)   Treasurer.  The Treasurer shall have charge of all funds of this Association, shall deposit them or arrange for their deposit in such banks as the Executive Committee shall direct, shall approve all vouchers and sign all checks for the disbursement of funds of this Association, and shall make such reports as the Board or Executive Committee may direct. The Treasurer shall submit financial reports to the President of this Association and to the Director of University of Maine Cooperative Extension. The Treasurer shall be bonded in an amount determined by UMaine Cooperative Extension and the cost of this bond shall be paid by UMaine Cooperative Extension. The Treasurer shall report the financial standing of the organization at the annual meeting, at board meetings, and such other times as the Board may require. The fiscal year of this Association shall coincide with the Cumberland County Commissioners fiscal year.

 Succession of Officers
a.)   President. In the event of a vacancy, the Vice-President shall assume the duties for the remainder of the President’s unexpired term as stated in Article VII b.  Fulfillment of this unexpired term shall not be considered as part of the term limitation described under Article IV.
b.)   Vice President.  The Executive committee will nominate persons and an election shall be held to elect a new Vice President to fill the unexpired term.
c.)   Secretary and Treasurer. The Executive Committee will nominate persons to fill the unexpired terms.
d.)   In the event of multiple positions to fill, the Board of Directors will appoint, by majority vote, to fill terms until the Annual Meeting. 

 Article VIII – Committees

Standing Committees
There shall be the following standing committees of the Association, the members of which shall be appointed by the President or his/her delegate.  In addition to the membership requirements described below, the board may select replacement or additional members throughout the year, including not only board members, but also any other interested persons as the board of directors shall designate. The board may create temporary or permanent subcommittees within each standing committee:

The Finance Committee shall consist of the Treasurer, who shall be its Chair, and at least two (2) other members of the board.  The Finance Committee shall oversee the financial affairs of the Association, prepare the annual financial plan and budget, and periodically provide to the board financial reports and cash flow projections. 

The Program Committee shall review and recommend to the board the Cumberland County Extension Annual Plans of Work.  The committee with work with Extension staff to assist in setting programmatic priorities, developing measurement tools to evaluate success and long term planning for program development.

 Nominating & Annual Meeting: 
 The Nominating Committee shall be responsible for nominating persons for election as directors of the Association and for soliciting persons for membership in the Association whose participation and involvement would be beneficial for the Association and planning of the Annual Meeting.  The committee will also be responsible for the ongoing orientation and education of board members.

Housing and Facilities:       
The Housing and Facilities committee will be responsible for addressing the long term housing needs of the Association and addressing various housing and facilities issues that arise including the review of leases, capital improvements and other facility maintenance and operational issues.  The committee will also serve as liaisons with any other groups that are necessary to coordinate housing uses and needs.

Public Relations:                 
The Public Relations committee will raise Cumberland County residents’ awareness and interconnectedness of programs and services offered by University of Maine Cooperative Extension in Cumberland County. 

Strategic Planning:              
The Strategic Planning committee will identify a strategic plan and analyze efficiency and effectiveness of the Board from an operational and infrastructural standpoint. The committee will identify and support opportunities for Board member growth and development. 

Other Committees   
The Board of Directors may establish such other committees, and select the membership from board members or other interested persons, as the board may from time to time, deem to be in the best interests of the Association. The term of each such committee established by the board shall cease as of the date established by the board.  The board may create temporary or permanent subcommittees within each special committee created under this section.

 Article IX – Meetings and Notices of Meetings

Annual, Regular and Special Meetings of the Board of Directors
The annual meeting of the board of directors shall be held in September at a place agreed to by the full Board of Directors.  Regular meetings of the Board of Directors shall be held monthly, unless voted otherwise, at such time and place as the Board of Directors may by majority vote determine. Special meetings of the board may be called by the President, Vice President, or any three directors acting together, with not less than seven (7) days advance notice to the members of the board. The Secretary shall be responsible for sending notice of the Annual and all regular and special meetings of the Board of Directors to each member thereof at least seven (7) days prior thereto.

With the notice of all meetings of the board of directors, there shall be an agenda for the meeting, together with any other written materials to come before the meeting, and where pertinent, and the minutes of the previous meeting.

Article X – Quorum
A simple majority (one more than half) of the total number of directors then elected shall constitute a quorum at the Annual Meeting and any special or regular meeting of the board for the transaction of business. 

Article XI – Compensation
The members of the Board of Directors shall receive no compensation for their services as such, but may be reimbursed for reasonable expenses when they are engaged in the business of the Association, if approved by the Board of Directors.

Article XII – Dissolution of the Association
Upon dissolution of this Association, its financial and other capital assets will be distributed by the Board of Directors to Cumberland County Government.

Article XIII – Indemnification
Provided a director has acted in good faith, not been grossly negligent, has not acted against the best interests of the Association, or engaged in self-dealing, whether in the capacity as an officer of the Association or otherwise, each director shall be fully indemnified of and from all costs and expenses (including legal fees and costs of defense) incurred in connection with any claim arising from the director’s actions for or on behalf of the Association. The Association may elect at any time to obtain insurance to pay for such indemnification.

Article XIV – Review of Association’s Books
The books and accounts of the Association shall be reviewed annually and audited as deemed necessary; by the Board, or whenever required by regulatory directives, by an independent certified public accountant, or comparable qualified individuals, selected by the Board of Directors. The Association’s fiscal year shall coincide with the Cumberland County Commissioner’s fiscal year.

Article XV – Amendments
These by-laws may be altered, amended, or wholly repealed by a vote of the majority of the directors present at any full board of directors meeting, provided written notice of such proposed alteration, amendment, or repeal is given in the call for the meeting, and that such call is issued at least 14 days before the meeting is scheduled.

Date :____________

Adopted date_________


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