By-laws of ESAA
EASTERN SLOPE AIRPORT AUTHORITY
Revised July 16, 2015
Adopted at Annual Meeting August 28, 2015
NAME, LOCATION, PURPOSES, CORPORATE SEAL
Section 1. The name of the corporation shall be the EASTERN SLOPE AIRPORT AUTHORITY, and the location shall be in the Town of Fryeburg, Oxford County, Maine.
Section 2. The purposes of the corporation shall be to act as a board of trade and as a local citizen’s group to foster, encourage and assist the location, settlement or resettlement of industry, manufacturing and other business enterprises in the locality surrounding the site of the public airport in Fryeburg, Maine and the entire area serviced by the airport, including surrounding areas in Maine and New Hampshire. Without limitation of the foregoing general purposes, it shall be the primary purpose of the corporation to accomplish said general purposes by the operation, maintenance, improvement, promotion, expansion and development of the airport.
Section 3. The corporation shall have no capital stock, is not organized, as a profit-making enterprise, and no part of its net earnings or income shall inure to the benefit of any private person. All net earnings or income of the corporation, if any, shall be used for the reasonable operation, maintenance, improvement, promotion, expansion, or development of said airport, or for the accomplishment of any other of the general purposes of the corporation.
Section 4. The corporate seal of the Authority shall have inscribed thereon the name of the corporation, the year of its organization, and the words, “Corporate Seal, Maine”.
Section 1. There shall be two classes of membership in the corporation: (a) General members, representing all towns within the service area of the airport, and (b) Directors, charged with custody of corporate property and the day-to-day management of its affairs. Directors also shall be General Members.
Section 2. General membership shall be open, on an ex-officio basis, to each selectman and town managers of every town within the service area of the airport. The service area shall be deemed to include the towns of Albany, Bartlett, Chatham, Conway, Eaton, Jackson and Madison in New Hampshire, and Bridgton, Brownfield, Denmark, Fryeburg, Hiram, Lovell, Porter, Stow and Sweden in Maine, together with such other nearby towns as shall indicate an interest in the airport and as are approved by the Directors as being entitled to general membership. Selectmen of towns within the service area of the airport shall be notified of their eligibility to general membership and should any selectman so notified decline to serve as a general member, without designating a citizen of his town to act on his behalf, the Directors may solicit private interested citizens of the town in question to represent such town in meetings of the general members.
Section 3. The Directors shall consist of a board of not more than twenty-four persons, including four from the Town of Fryeburg, three from the Town of Conway and one each from Oxford and Carroll County, the remaining towns, in the Airport service area one director each, listed in Section 2, plus one Director from the Mount Washington Valley Chamber of Commerce. The Selectmen of the respective towns and county, or the Board of the Chamber of Commerce shall appoint all directors for a period of three (3) years. Should any Director seat become vacant, the appropriate appointing authority may appoint a Director to complete the unexpired term. Directors’ terms will commence on January 1 of each year and run for three (3) years.
MEETINGS OF THE GENERAL MEMBERS, THEIR RESPONSIBILITIES
Section 1. The General Members shall hold an annual meeting in July or August of each year, to be held in a public place within the area served by the Airport, at a date, time and place to be arranged by the Directors, and with at least seven days written notice of the meeting given by the Secretary to all General members.
Section 2. Special meetings of the General Members may be called with seven days written notice, in either of the two following manners: (a) on vote of the Directors, and (b) on written request, directed to the Directors, signed by the selectmen of four towns Fryeburg, Conway and two additional towns.
Section 3. The General Members at their meetings shall receive reports from the Directors covering activity at the airport during the past year, a general summary of the Airport financial condition, and any other relevant matters. Votes taken by the General Members, on any appropriate subject, will be given significant weight by the Directors in their governance of the Airport, as representative of responsible public opinion within the area.
MEETINGS OF THE DIRECTORS, THEIR DUTIES, OFFICERS
Section 1. The Directors shall meet quarterly on such day and at such time and place as they choose. The Secretary shall reasonably give notice of all meetings. The Chairman may call special meetings of Directors, with reasonable notice.
Section 2. Annually, the Directors, at their first quarterly meeting, will elect the following officers: A Chairman, a Vice-Chairman, a Secretary, and a Treasurer. These officers will serve as the Executive Committee, which will have the authority to act between meetings of the Directors, and their actions will be ratified at each Director’s meeting.
Section 3. The Directors shall have the control and management of the affairs and property of the Authority, and in additions to the powers and responsibility by these By-Laws expressly conferred upon them, may exercise all such powers and do all such acts and things, as may be exercised or done by the corporation, but subject to the provisions of the Statutes and of these by-Laws. The Directors shall not do anything or enter into any activity on behalf of the corporation which would deprive the corporation of its intended exemption from Federal income taxation: nor shall the Directors manage the Airport in any way that would violate any contractual obligation of the corporation with any municipal, state, or Federal government, or any agency thereof, or in any way that would violate any applicable state of Federal statute or regulation relating to the management or use of the Airport.
DUTIES OF OFFICERS AND COMMITTEES
Section 1. The officers and committees will have the duties, responsibilities and authorities conferred on them by these by-laws, and actions of the Directors.
Section 2. The Chairman of the Corporation will also, by virtue of his office, be President of the corporation, and preside at all meetings of the General Members. He will preside at all meetings of the Directors, and will be the chief executive of the Authority.
Section 3. The Vice-Chairman will be vested with all the powers and required to perform all the duties of the Chairman during his absence or incapacity. In case of the absence of both the Chairman and Vice-chairman, the Secretary or Treasurer may serve in the capacity of the Chairman.
Section 4. The Secretary will serve as secretary of the Corporation, and will record all proceedings of the Directors and General members. He will have custody of all corporate books and records, including a list of current members of both classes. He will give all notices and notifications required by these By-Laws.
Section 5. The Treasurer will have the responsibility for assuring that accurate accounts of all receipts and disbursements of the Authority are kept, and will give a report of the financial condition of the Authority at each quarterly Directors” meeting and at the Annual meeting of the Members. He will assure that the Authority is appropriately insured and bonded, and that an annual audit of the Authority is conducted. A report of the most recent audit will be provided at the annual meeting of the Members.
Section 6. Committees. The Executive Committee will meet as often as necessary to assure that needed actions to support the operations of the Authority are taken in a timely way. The Executive Committee will have the responsibility for employment and supervision of Authority employees. The Chairman will appoint the chair and members of a minimum of three additional Committees: Finance, Operations and Facilities, and Marketing and Public Relations. Committees will meet between meetings of the Directors, and report activity and proposed actions to the Executive Committee for presentation to the Directors at their quarterly meetings.
Section 1. Subject to change by vote of the Directors, the Chairman or Vice Chairman will sign all instruments executed on behalf of the Authority, except checks. The Treasurer may also sign, endorse and deposit checks.’
Section 2. Votes taken at any meeting of the General members shall pass with a majority of those present at the meeting,
Section 3. Directors and officers will hold office until their successors are dully chosen and qualified.
Section 4. Vacancies in the Directors will be filled for the balance of the unexpired term by appointment of the appointing authority that selected the absent director, in accordance with these By-Laws. The Directors will fill vacancy in an office within the Directors.
Section 5. Directors will receive no compensation for their services. The Directors may employ clerical, accounting or other professional assistance as they determine is needed.
AMENDMENT OF BY-LAWS
Section 1. These By-Laws may be amended only upon vote of the Directors, ratified at an annual or special meeting of the General Members, and then only if the notice for such annual or special meeting sets forth the substance of the proposed amendments.