Tinmouth Events

3.1 To qualify as a director, the nominee must have been a contributor to the fund in the preceding Fund year, or is a registered voter of the Town of Tinmouth.

3.2 The number of directors of the Fund shall be not more than nine (9), but no less than three (3), and as set from time to time by the Directors at either the annual meeting or at a special meeting called for that purpose.

3.3 The Board of Directors for the ensuing year shall be chosen by ballot at the annual meeting. No more than one third of the directors shall be elected at any annual meeting. Terms shall be for three years. Each director shall serve until the next annual meeting and until his/her successor is duly elected and qualified.

3.4 Any vacancy in the office of director may be filled by the remainder of the Board of Directors for the balance of the current year or until a special members’ meeting called for that purpose shall fill such vacancy.

3.5 The Board of directors shall have responsibility for the entire management of the business of the Fund and for that purpose is vested with all the powers possessed by the Fund, so far as this delegation of authority is not inconsistent with the laws of the State of Vermont and the By-Laws of The Vermont Community Foundation.

4. Meeting of Board of Directors

4.1 The annual meeting of the Fund shall be held in Tinmouth, Vermont at such time during the month of January as the Board of Directors designates. In the event that such annual meeting is omitted as provided herein, the Board of Directors shall cause a meeting in lieu thereof to be held as soon thereafter as conveniently may be, and any business transacted or elections held at such meeting shall be valid as if transacted or held at the annual meeting.

4.2 The Board of Directors shall meet immediately after the annual meeting of the members and at the same place to elect the officers of the Fund. No notice of such meeting need be given.

4.3 Regular meetings of the Board of Directors shall be held at such places and at such times as the Board of Directors may determine, and if so determined, no notice thereof need be given.

4.4 Special meetings of the Board of Directors shall be held at any time or place within or without the State of Vermont whenever called by the President, the Vice President, the Clerk or by a majority of the Directors.

4.5 Notice of a special meeting of the Board of Directors shall be given to each director, stating the purposes thereof, by any officer or director. Notice mailed to the director's usual or last known place of business or residence at least seven (7) days before the time when the meeting is to be held, stating the date and time of such meeting, shall be sufficient notice in all cases. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

4.6 A majority of the members of the Board of Directors as constituted for the time being shall constitute a quorum for the transactions of business. When a quorum is present at any meeting, a majority of the members present thereat, shall decide any questions brought before such meeting.

4.7 Members of the Board of Directors and members of any committee designated by the Board may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting in such manner shall constitute presence in person at such meeting.

5. Fiscal Responsibilities

5.1 The Board of Directors shall have the authority and responsibility to approve all expenditures.

5.2 The approval of any grant shall be determined by a majority vote of the Board of Directors.

5.3 It is the intention to have this Fund continue indefinitely, therefore, it shall be prudent for the Board of Directors to use constraint in the issuance of grants. As a guide, the Board should generally limit the annual outlay of expenditures to 5% of the fund balance at December 31st of the previous year. In rare circumstances the Board may increase the annual spending by another 5% of the fund balance as calculated above. Any additional spending, which the board may request, shall only become available upon the majority vote of the membership at a duly warned meeting.

5.4 The fund balance used to calculate the annual expenditures shall be the fair market value of the fund as reported by the Vermont Community Foundation's Fund Report.

5.5 Since future needs and funding are uncertain the Board of Directors shall have the authority to solicit donations for a specific purpose and disburse all of that revenue currently in accordance with its purpose.

5.6 Any restricted donation/grant received by the Fund shall be administrated by the Board of Directors in accordance with its provisions. However, if the provisions become unattainable in the foreseeable future, any income retained by the Fund shall revert to principal, unless otherwise instructed by the donor/grantor.

5.7 The Board of Directors does not have the authority to obtain credit against any current or future assets of the Fund.

6. Officers

6.1 The officers of the Fund shall be a President, Vice President, Treasurer, and Clerk, each of whom shall be elected by the Board of Directors. The Board of Directors may also appoint such other officers or agents as it may deem advisable and prescribe the duties thereof.

6.2 The President shall be the chief executive officer of the Fund. He/She shall have all of the powers and duties which are usually vested in the Office of President of the Fund, together with such other duties as the Board of Directors shall designate. The President shall preside at all meetings of the Board of Directors.

6.3 The Vice President shall have such power and perform such duties as may be delegated to him/her by the Board of Directors. In the absence or disability of the President, the Vice President may perform the duties and exercise the powers of the President.

6.4 The Treasurer shall approve and pay all of the bills and keep the books of the Fund in accordance with good accounting practices.

6.5 The Clerk shall keep the minutes of all annual meetings of the Directors and members and shall attend to the giving and serving of all notices to the directors and officers and other notices required by the By-Laws.

7. Compensation

7.1 No salary or other compensation shall be paid to any officer, employee or agent of the Fund unless first voted by the Board of Directors.

8. Indemnification of Officers and Directors

8.1 Any officer or director of the Fund now or hereafter serving as such shall be indemnified by the Fund against any and all claims and liabilities to which he/she has or shall become subject by reason or serving or having served as such officer or director, or by reason of any action alleged to have been taken, omitted or neglected by him/her as such officer or director; and the Fund shall reimburse each such person for all legal expenses reasonably incurred by him/her in connection with any such claim or liability.

8.2 The amount paid to any officer or director by way of indemnification shall not exceed his/her actual, reasonable and necessary expenses incurred in connection with the matter involved.

8.3 The right of indemnification hereinabove provided for shall not be exclusive of any rights to which any officer or director of the Fund may otherwise be entitled by law.

9. Amendment

9.1 The By-Laws may be amended, added to, or repealed by a majority of the Board of Directors, provided notice of the proposed changes is given in the notice of the meeting, or notice thereof is waived.

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The foregoing By-Laws were adopted by the Directors at the Organizational Meeting of the Directors held on the 6th day of December, 1999.

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Clerk

Amended November 28, 2000

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Clerk

BY-LAWS OF THE TINMOUTH COMMUNITY FUND

BY-LAWS OF
THE TINMOUTH COMMUNITY FUND