Bylaws

The Cathance River Education Alliance (CREA) is a not-for-profit corporation registered in the State of Maine. It was formed in 2000 as a joint venture of Highland Green of Topsham, Maine and the citizen’s group Topsham’s Future. It has evolved into a membership organization with a duly elected Board, an Executive Director and several Committees, including Education, Trails and Finance.

PURPOSE: The purpose of CREA is to promote and use the Cathance River Preserve and the Cathance River watershed as a vehicle and laboratory for ecological and cultural education and study by teachers, and students in the area schools and by area residents. The Preserve is a 235 acre area in Topsham along a portion of the Cathance River, owned by Highland Green, and held as a conservation easement by the Brunswick/Topsham Land Trust. CREA works through its Board, its Executive Director, Committees and membership to accomplish the following:

  • Encourage school use of the Preserve and Watershed as a hands-on learning resource.
  • Promote acceptable use of the Preserve by communities adjacent to the Cathance River.
  • Work with area organizations to generate awareness and support for the Preserve.
  • Monitor the Conservation Easement in conjunction with property owner Highland Green and the Easement Holder, Brunswick/Topsham Land Trust, and
  • Assist in planning and building the Preserve trail system and other appropriate activities.

MEMBERSHIP: Membership in CREA is available to any individual who has a concern for the interest in the Preserve and in the Cathance River watershed generally, relating to their use and promotion for educational purposes. Annual membership dues will be set by the Board of CREA.

THE ANNUAL MEETING: CREA will hold annual meetings on a date and in a location determined and announced by the Board of CREA. At the annual meeting, members will accomplish the following: elect members of the Board of Directors; elect the officers of CREA, and conduct any other business that is brought before the members. A special meeting of the membership may be called between annual meetings. Such a meeting may be called by the President of the organization together with at least five members of the organization; or such a meeting may be called by two members of the Board with or without the approval of the President together with ten members of the organization.

MEMBERS OF THE BOARD: The President of CREA will call meetings of the Board and of the Officers of CREA. Meetings of the Board may also be initiated by the call of at least two Board members in the absence of a call by the President. Meetings of the Officers may also be initiated by the call of at least two of the Officers in the absence of a call by the President.

OFFICERS: The Officers of CREA will consist of President, Vice President, Secretary, and Treasurer. An Officer must be a member of CREA. Duties and responsibilities of these positions include the following:

The President of CREA will have the overall responsibility to operate the organization, to call and conduct meetings of the Board, the officers of the organization, the membership, and to conduct other affairs of the organization as appropriate. The President is accountable first to the Board of Directors, and ultimately to the membership of the organization to see that the decisions and policies of the group as effectively implemented and conducted.

The Vice President of CREA will assist the President in the discharge of the President’s duties and responsibilities and in the absence of the President, will conduct the affairs of CREA in accordance with the duties and responsibilities of the President.

The Secretary of CREA is responsible for maintaining records of meetings, official records of membership, records of pertinent correspondence and activities, and the materials related to the operation of CREA and as directed by the President.

The Treasurer of CREA is responsible for managing the financial resources of the organization, providing reports regarding the financial condition of the organization and related activities as directed by the President.

EXECUTIVE COMMITTEE: The Executive Committee shall be composed of the four officers, President, Vice President, Secretary and Treasurer; and the two founders of CREA or their representatives. The Executive Committee will meet at the instance of the President or it will meet if at least three members of Executive Committee, other than the President, call for a meeting. All decisions of the Executive Committee must be approved by the Board. The Executive Director will participate in the meetings of the Executive Committee, except in those situations where the Executive Committee, with the approval of the Board, decides to meet without him or her.

BOARD OF DIRECTORS: The Board of CREA will consist of not less than seven members and not more than fifteen and will include the Officers of the organization. All Board members must be members the organization and will attend meetings of the Board and meetings of the membership. The Board will always have as one of its members a person recommended by the property owner of the Preserve, Highland Green. The Board is responsible for managing and controlling the activities of the organization in the interests of the members and consistent with the goals and overall purpose of CREA.

Adding new members to the Board shall take place as follows: any member of the Board may nominate a person for membership of the Board at a meeting of the Board. The nomination must be seconded by at least one other member of the Board at that meeting. The nomination must be accompanied by an oral and/or written report that details the reasons why the nomination is being made. The Board may approve the nomination by majority vote, or the Board may by majority vote recommend that the person nominated be asked instead to serve on one or more of the committees of the Board. Service on such a committee or committees can be a springboard for being nominated for a position on the Board.

Upon resignation of a member of the Board, the four officers will recommend a replacement to the Board and will provide the Board with appropriate reasons for the approval of the one recommended. After due discussion, the Board will vote. Simple majority is needed for approval.

REMOVAL OF BOARD MEMBERS: A Board member may be removed in accordance with the following procedure. Any member of the Board may ask for the removal of another member of the Board provided the one asking for such action secures the agreement of at least two other Board members in advance of a Board meeting. At the beginning of such meeting the Board member will state his or her intention to ask for the removal of a Board member and will affirm that he or she has the support of two other members of the Board. The Presiding Officer will direct the affected member to absent him or herself. The Board will then require a full statement of the reasons why this action is being initiated. After full discussion, the Board will invite the affected member to return to the meeting. A renewed discussion will take place in which the affected member is given full opportunity to reply to the reasons presented for his or her removal. The Presiding Officer will then again ask the affected member to absent him or herself. The Board will then vote by secret ballot. A two-thirds majority is required for removal.

EXECUTIVE DIRECTOR: The Executive Director of CREA is responsible to the Board. Evaluation of his or her work will occur periodically and will arranged by the Board in consultation with the Executive Director. his or her responsibilities include:

  • Setting the agenda and conducting the day to day affairs that result from Board approval of agenda items.
  • Providing staff support to the Board and it’s sub-committees.
  • Encouraging and maintaining liaison between area educators and the Board.
  • Organizing and implementing CREA’s educational programs.
  • Identifying new project possibilities and goals for CREA for consideration by the Board.

COMMITTEES: Various committees of CREA will be established by the Board to help the Executive Committee, the Board and the Executive Director to conduct the day to day affairs and activities of CREA and to help accomplish its goals and purpose. Persons other than Board members may serve on committees. Such persons may be added to any committee in accordance with the following procedure: the committee designs its own rules for nominating and selecting persons who are not member of the Board. Once the selection is made, the Chair or Chairs of the Committee will forward the name of the person selected, together with reasons for selection to the Board. The Board will act in a consultative manner with the Chair or Chairs of the Committee in coming to agreement on the selection of said person. The final say-so lies with the committee not the Board. The procedure for removal of a person from any of the Committees will be conducted by the relevant Committee. The procedure used will follow that outlined in the Bylaws section above entitled Removal of Board Members. If in the implementation of this procedure, the Committee finds itself unable to reach a conclusion, the matter shall be referred to the Board. The Board will follow the procedure as outlined in the Bylaws section above entitled Removal of Board Members.

QUORUMS: The presence of at least 15 members of CREA constitutes a quorum for the annual meeting. The quorum at Board meetings is 50% of the members of the Board. The quorum for each Committee is 50% of its members.

TERMS OF OFFICE: The President, Vice President, Secretary and Treasurer are elected by the membership for three-year (amended 05/09/07 to two year) terms of office. They are eligible to be re-elected for two additional terms. To avoid having new elections for all four positions occurring at the same time. the Board shall provide rules that stagger elections for President and Vice President, and for Secretary and Treasurer. Members of the Board are elected for three-year terms and may be re-elected for additional terms. The Board shall provide rules that stagger elections of the members of the Board. If, between annual elections, a vacancy occurs on the Board, the four officers will appoint a person to the vacancy. Such person will serve until the next annual meeting at which time he or she is eligible to run for a full term.

DECISION RULES: The Board of Directors and the Executive Committee will conduct their business in accordance with the rule of seeking consensus on matters that require a decision. If consensus cannot be reached, recourse will be had to voting. On procedural matters, a two-thirds vote is required. On all other matters, a simple majority (50% plus 1) decides the issue.
The membership meetings will also be conducted in accordance with the rule of seeking consensus. If consensus cannot be reached on a matter requiring decision, recourse may be had to voting. On procedural maters, a two-thirds vote is required. On all other matters a simple majority (50% plus 1) decides the issue. For the election of offices, a simple majority (50% plus 1) is required. If there are more than two candidates for the same office, recourse will be had to Instant Run-off Voting in order to assure that the person winning the election will have a majority of the membership voting for him or her.

FISCAL YEAR: The fiscal year of CREA runs from January 1 to December 31.

AMENDMENT: Amendment of these By-Laws shall take place at any annual meeting of the membership. Proposed By-Laws changes must be distributed to members a minimum of 20 days before the meeting. For approval, the changes must receive the consent of 2/3 of the members of CREA who are present.

05/09/07 – Amendment to change the term of officers from three years to two years.

Proposed Amendment 05/08: The language in the bylaws be changed from “The Board of CREA will consist of not less than seven members and not more than fifteen, and will include the Officers of the organization to The Board of CREA will consist of not less than seven members and not more than twenty members”.