By Laws

BY-LAWS OF ecomaine

ARTICLE I

Name, Principal Office, Corporate Seal

Section l.         Name.  The name of the Corporation shall be ECO Maine (hereinafter referred to as the “Corporation”).  The Corporation may do business in the name of “ecomaine.”

Section 2.        Principal Office.  The location and principal office of the Corporation shall be in the City of Portland, State of Maine, but the Corporation may also maintain other offices in such places, either within or without the State of Maine, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

Section 3.        Registered Office.  The registered office of the Corporation in the State of Maine may be (but need not be) the same as the principal office.

Section 4.        Seal.  The seal of the Corporation shall have inscribed thereon the name of the Corporation, the year of its organization, and the word “Maine.”

ARTICLE II

Definitions

Section 1.        Associate Member Municipalities.  “Associate Member Municipalities” means such municipalities which may become party to an Associate Member Waste Handling Agreement and be accepted by the Board of Directors as an Associate Member Municipality.  Any municipality shall cease to be an Associate Member Municipality upon the date of termination of its Associate Member Waste Handling Agreement.

Section 2.        Board.  “Board” refers to the Corporation’s Board of Directors.

Section 3.        Interlocal Agreement.  “Interlocal Agreement” means the ECO Maine Interlocal Solid Waste Agreement, by and between the Cities of Portland and South Portland, and the Towns of Bridgton, Cape Elizabeth, Casco, Cumberland, Falmouth, Freeport, Gorham, Gray, Harrison, Hollis, Limington, Lyman, North Yarmouth, Pownal, Scarborough, Windham, Waterboro and Yarmouth, dated as of December 1, 2005, as supplemented by an Addendum dated April 13, 2006, and by an Addendum dated June 30, 2006, and as further amended or supplemented by addendum from time to time.

Section 4.        Participating Member Municipalities.  “Participating Member Municipalities” means any municipalities which are or may later become a party to the Interlocal Agreement and be accepted by the Board of Directors as a Participating Member Municipality.  Any municipality shall cease to be a Participating Member Municipality upon the effective date of its withdrawal from the Interlocal Agreement.

ARTICLE III

Members

The Corporation shall have no members and shall be a non-membership Corporation.

ARTICLE IV

Board of Directors

Section 1.        Number and Qualifications.  The business and affairs of the Corporation shall be managed by a Board of Directors elected in accordance with the procedures set forth in the Bylaws of the Corporation.

Section 2.        Term of Office.  Each Director shall serve for a term of three (3) years or until his or her successor is appointed and qualified.  Directors shall be appointed prior to the annual meeting of the Board.

Section 3.        Election of Directors.  Each Participating Member Municipality shall appoint a minimum of one (1) Director to represent and vote the Voting Interest held by such Participating Member Municipality.  In addition, a Participating Member Municipality whose Voting Interest is greater than five percent (5%) may appoint an additional Director for each increment of five percent (5%) or portion thereof, provided that the Voting Interest of such Municipality shall be allocated among the Directors representing such Municipality in such proportions as specified by the Municipal Officers of such Municipality, provided, however, in the event that a Participating Member Municipality is represented by more than one Director, unless otherwise provided by the Municipal Officers of such Municipality, the Voting Interest of such Municipality shall be divided equally between and voted by the Directors representing such Municipality who are actually present at such meeting.

The Municipal Officers of each Participating Member Municipality shall have the right to appoint an alternate Director or Directors who may vote the interest of the Participating Member Municipality on the Board in the absence of its appointed representative(s) to the Board.

Section 4.        Vacancies.  A vacancy in the Board may occur by the following means:  death, resignation, or forfeiture.  A member of the Board shall forfeit his/her membership if at any time during his/her term he/she lacks any qualifications of membership prescribed by these By-Laws.  If he/she fails to attend at least one-half of the meetings of the Board subsequent to the preceding annual meeting of the Board, or if he/she fails to attend two (2) consecutive meetings of the Board without having provided at least one (1) day’s prior notice of such absence to the Chairman, Secretary or Chief Executive Officer, the Participating Member Municipality from which the member was appointed shall be so notified by the Chair.

Section 5.        Filling of Vacancies.  If a vacancy in the membership of the Board should occur, his/her successor shall be elected in accordance with the procedure set forth in Section 3.

Section 6.        Powers and Functions.  The Board shall be the policy making body of the Corporation, and may exercise on behalf of the Corporation those powers and functions which are necessary or convenient to the accomplishment of the purposes stated in the Interlocal Agreement.  Its functions and duties shall include:

(a)        election of officers;

(b)        adoption of the annual budget;

(c)        adoption and amendment of these By-laws;

(d)       election of members and alternate members of the Executive Committee;

(e)        election of members and alternate members of the Finance Committee;

(f)        election of members and alternate members of the Audit Committee;

(g)        election of members and alternate members of the Recycling and Outreach Committee;

(h)        employment and termination of employment of the Chief Executive Officer.

Section 7.        Annual Meeting.  The Board shall meet annually at a time and place to be determined by the Chair, notice thereof being given to each Director at least five (5) days prior to the meeting.  Elections of officers shall be held at the annual meeting.

Section 8.        Other Meetings.  Special meetings of the Board may be held at any time and place upon call by or at the request of the Chair, by a majority vote of the Executive Committee, by call of the Incorporator in the case of the first meeting of the Directors, or by request of Directors representing twenty-five per cent (25%) of the total Voting Interests of the Corporation, notice thereof being given to each Director at least five (5) days prior to the meeting.

Section 9.        Notice.  Notice of a meeting may be given by the Chair, Secretary, Chief Executive Officer or by any one (l) of the Directors, and shall be given by written notice delivered personally or sent by mail or e-mail to each Director at his or her physical address or e-mail address as shown by the records of the Corporation.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid.  If e-mailed, such notice shall be deemed to be delivered when the e-mail is delivered to the common carrier or Internet service provider.

Section 10.      Voting Interest.  Each Participating Member Municipality shall have a Voting Interest expressed as a percentage.  The Voting Interest of each Participating Member Municipality shall be rounded off to the nearest hundredth of a per cent, and the Voting Interests of all Participating Member Municipalities shall total one hundred percent (100%).  The Voting Interest for each Participating Member Municipality shall be calculated at the end of each fiscal year based on a five-year rolling average of Municipal Solid Waste (excluding Recyclable Waste) delivered to the facility by the Participating Member Municipality or its agent and processed by ecomaine.

Section 11.      Alternates.  The Board may appoint one or more alternate members of the Executive Committee, Finance Committee and Audit Committee and any other committee that is created, and may specify their order of preference, provided that alternate members of the Executive Committee may be designated only from among members of the Board.  Each such alternate member may attend all meetings of the committee, but shall be without vote unless one or more of the regularly designated members of such committee fails to attend a meeting.  In the absence of one or more of the regular members of the committee, such alternate member or members may be counted toward a quorum and may vote as though they were regular members of the committee. In the event that there are more alternate committee members present than there are absent regular committee members, the alternate members shall have the right to vote in the order of preference specified by the Directors in designating them or, if no order of preference was specified, in the order of their appointment or their listing in a single appointment.

Section 12.      Voting.  A simple majority, determined by the Voting Interests of Directors, shall constitute a quorum, and, except as otherwise provided in these By-Laws, action of the Board shall be by the majority of Voting Interests cast by those Directors present and voting at any duly called meeting.  Except as otherwise provided in these By-Laws, each Director shall be entitled to vote the Voting Interest of the Participating Member Municipality represented by such Director or Directors.

Section 13.      Restriction on Certain Expenditures.  Action of the Board to approve making, financing or refinancing of any expenditure, the cost of which in the opinion of the Board is too great to be met from annual revenues, shall be by a vote of three-fourths (3/4) of the total Voting Interests of the Directors.  Notice of any meeting called for the purpose of determining whether to incur the cost of such an expenditure and acting thereon shall be given to each Director at least thirty (30) days prior to the meeting.

Section 14.      Rules and Regulations.  The Board may adopt rules and regulations not inconsistent with these By-Laws.  Except as otherwise provided in these By-Laws or in such rules and regulations, all business at meetings of the Board shall be conducted in accordance with Robert’s Rules of Order.

ARTICLE V

Executive Committee

Section 1.        Composition and Eligibility.

(a)        There shall be an Executive Committee consisting of the following nine (9) Directors (“Municipal Directors”): two (2) members from Portland, one (1) member from South Portland, one (1) member from Scarborough and one (1) member from each of the five (5) Executive Committee Districts selected by the Directors representing the Participating Municipalities of such District.  In addition, the Committee shall include the Chair, Vice-Chair, Secretary and Treasurer of the Corporation (the “Officers”); provided that, in the event an Officer(s) is not included among the Municipal Directors, the membership of the Committee shall be increased accordingly; and further provided that whenever the Committee votes on any action which directly affects property owned by the Corporation and located in Gorham, and the Director representing Gorham is not a member of the Committee, the membership of the Committee will be increased to add one (1) member from Gorham solely for the purpose of participating in such vote ; and further provided that the immediate past Chair, if a member of the Board, shall be a member of the Committee, without vote.  In the event that the Directors representing the Participating Municipalities of any Executive Committee District are unable to agree on the selection of a Director to serve as the District’s member on the Committee, the Chair will select a Director to be appointed by the Board to serve as such District’s member on the Committee.

(b)        The representatives to the Executive Committee shall be appointed by the Board at the Annual Meeting.

(c)        The Executive Committee Districts shall be composed of the following Participating Member Municipalities:

(i)         District 1: Bridgton; Casco; Gray; Harrison

(ii)        District 2: Hollis; Limington; Lyman; Waterboro

(iii)       District 3: Gorham; Windham

(iv)       District 4: Cumberland; Freeport; North Yarmouth; Pownal; Yarmouth

(v)        District 5: Cape Elizabeth; Falmouth

(d)       Each member of the Executive Committee shall serve for a term of three (3) years or until his or her successor is appointed and qualified.

Section 2.        Officers, Vacancies, Filling of Vacancies.

(a)        Officers.  Officers of the Executive Committee shall include the Chair and President, Vice-Chair, Secretary and Treasurer of the Corporation, and such other officers as the Board of Directors may elect or desire.  Only persons who are members of the Board of Directors shall be eligible to be officers of the Executive Committee.

(b)        Vacancies.  A vacancy in the Executive Committee may occur by the following means: death, resignation, or forfeiture.  A member of the Executive Committee shall forfeit his/her office if at any time during his/her term of office he/she lacks any qualifications of the office prescribed by these By-Laws.  If he/she fails to attend at least one-half of the meetings of the Executive Committee subsequent to the preceding annual meeting of the Board, or if he/she fails to attend two (2) consecutive meetings of the Executive Committee without having provided at least one (1) day’s prior notice of such absence to the Chair, Secretary or Chief Executive Officer, the Participating Municipality from which the member was appointed shall be so notified by the Chair.

(c)        Filling of Vacancies.  If a vacancy in the Executive Committee should occur more than one hundred twenty (120) days prior to the next annual meeting of the Board, the Executive Committee shall call a meeting of the Board for the purpose of filling said vacancy.  The Executive Committee may fill any other vacancy at any regular or special meeting from the membership of the Board, subject to the requirements of Section l.

Section 3.        Function and Powers.  Except as may otherwise be provided by the Board, the Executive Committee shall have the following functions and powers:

(a)        To conduct the business of the Corporation within the policy guidelines of the Board.

(b)        To propose an annual budget.

(c)        To provide for an annual audit.

(d)       To appoint ad hoc or special committees.

(e)        To receive, hold and disburse funds, set fees for services, seek and accept grants, and enter into necessary contracts for the Corporation.

(f)        To review requests for membership to the Corporation and to make a recommendation to the Board concerning such requests.

(g)        To direct the Chief Executive Officer to employ or contract for the employment of a staff, including fixing of salary and benefits in accordance with policies established by the Executive Committee, except that the employment and termination of employment of the Chief Executive Officer shall be the responsibility of the Board in accordance with Article IV, Section 6.

(h)        To review and evaluate annually the performance of the Chief Executive Officer.

(i)         To exercise such municipal powers as may be delegated to the Corporation by any Participating Municipality.

Section 4.        Procedure.

(a)        Meetings.  The Executive Committee shall meet monthly or on the call of the Chair or Vice-Chair, or at the direction of the Board.

(b)        Voting Interest.  Each member of the Committee shall have a voting interest equal to one (1) vote, except as otherwise provided in this subsection (“Executive Committee Voting Interest”).  Whenever pursuant to Section 1(a) of this Article V, the size of the Committee exceeds nine (9) members as a result of the addition of Officer(s), the Executive Committee Voting Interest of such Officer(s) and the Executive Committee Voting Interest of the Municipal Director(s), who represent the same municipality or a different municipality that is in the same Executive Committee District as the municipality represented by the Officer, shall be equal to a proportion of the total Executive Committee Voting Interest of such municipality or District.  By way of example, if an Officer and an Executive Committee District representative are from the same Municipality, the Executive Committee Voting Interest of each would equal 1/2 (one half) vote.  Notwithstanding any provisions in these By-Laws to the contrary, whenever, pursuant to Section 1(a) of this Article V, the size of the Committee is increased to add one (1) member from Gorham for the purpose of participating in votes on any action directly affecting property owned by the Corporation and located in Gorham, the Executive Committee Voting Interest of the member from Gorham and the member from Executive Committee District 3 shall each equal 1/2 (one-half) vote.

(c)        Voting.  A simple majority, determined by Executive Committee Voting Interests of the members of the Executive Committee, shall constitute a quorum.  Action of the Executive Committee shall be by an affirmative vote of a majority of the  Executive Committee Voting Interests of those members of the Executive Committee present and voting at any duly called meeting.

(d)       Rules.  The Executive Committee may adopt rules and regulations not inconsistent with these By-Laws.  Except as otherwise provided in these By-Laws or in such rules and regulations, all business at meetings of the Executive Committee shall be conducted in accordance with Robert’s Rules of Order.

ARTICLE VI

Finance Committee

Section 1.        Membership.  There shall be a Finance Committee of the Treasurer, as Chair, and four (4) or more other persons appointed by the Board, provided that no more than two (2) persons who are not Directors shall be members.

Section 2.        Filling of Vacancies.  If a vacancy in the membership of the Committee should occur, his/her successor shall be appointed by the Chair of the Corporation to serve until the next annual meeting of the Board.

Section 3.        Function and Powers.  The Finance Committee shall be responsible for preparation of the annual budget for review by the Executive Committee, for oversight of the Corporation’s financial matters at the direction of the Executive Committee, and for any other duties assigned to the Committee by the Board of Directors.

Section 4.        Meetings.  The Finance Committee shall meet semi-annually and upon call of the Chair or a majority of its members.  Notice of the time and place of the meetings shall be provided to each member of the Committee, in the same manner as prescribed in Article IV, Section 9, at least five (5) days prior to the meeting.

Section 5.        Voting.  Each member of the Finance Committee shall have one vote, and a simple majority of the members of the Finance Committee shall constitute a quorum.  No action of the Finance Committee shall be valid, or binding, unless adopted by an affirmative vote of a majority of the voting members of the Finance Committee present and voting at any duly called meeting.

ARTICLE VII

Recycling and Outreach Committee

Section 1.        Membership.  There shall be a Recycling and Outreach Committee of four (4) or more persons appointed by the Board at the Annual Meeting, provided that no more than two (2) persons who are not Directors shall be members.

Section 2.        Filling of Vacancies.  If a vacancy in the membership of the Recycling and Outreach Committee should occur, his/her successor shall be appointed by the Chair of the Corporation to serve until the next annual meeting of the Board.

Section 3.        Function and Powers.  The Recycling and Outreach Committee shall be responsible for the Corporation’s recycling activities for review by the Executive Committee and oversight of other matters at the direction of the Executive Committee.

Section 4.        Meetings.  The Recycling and Outreach Committee shall meet semi-annually and upon call of the Chair or a majority of its members.  Notice of the time and place of the meetings shall be provided to each member of the Committee, in the same manner as prescribed in Article IV, Section 9, at least five (5) days prior to the meeting.

Section 5.        Voting.  Each member of the Recycling and Outreach Committee shall have one vote, and a simple majority of the members of the Recycling and Outreach Committee shall constitute a quorum.  No action of the Recycling and Outreach Committee shall be valid, or binding, unless adopted by an affirmative vote of a majority of the voting members of the Recycling and Outreach Committee present and voting at any duly called meeting.

ARTICLE VIII

Audit Committee

 Section 1.        Membership.  Except as otherwise provided in these By-Laws, there shall be an Audit Committee of three (3) or more Directors appointed by the Board.

Section 2.        Filling of Vacancies.  If a vacancy in the membership of the Audit Committee should occur, his/her successor shall be appointed by the Chair of the Corporation to serve until the next annual meeting of the Board.

Section 3.        Function and Powers.  The primary function of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities related to corporate accounting, financial reporting practices, quality and integrity of financial reports as well as legal compliance and business ethics.  Key components of fulfilling this charge include:

(a)        Facilitating and maintaining an open avenue of communication among the Board, the Audit Committee, senior management and the independent external accountants;

(b)        Serving as an independent and objective party to monitor the Corporation’s financial reporting process and internal control system; and

(c)        Engaging, reviewing and appraising the efforts of the independent accountants.

Section 4.        Meetings.  The Audit Committee shall meet semi-annually and upon call of the Chair or a majority of its members.  Notice of the time and place of the meetings shall be provided to each member of the Committee, in the same manner as prescribed in Article IV, Section 9, at least five (5) days prior to the meeting.  All meetings will focus primarily on audit/financial issues but will also devote time to ethics and business conduct issues. The Committee will request legal updates from the Corporation’s legal counsel and/or outside legal resources as they determine the need exists.  The Committee members will have sole discretion in determining the meeting attendees and agenda.

(a)        Voting.  Each member of the Audit Committee shall have one (1) vote, and a simple majority of the members of the Audit Committee shall constitute a quorum.  No action of the Audit Committee shall be valid, or binding, unless adopted by an affirmative vote of a majority of the members of the Committee present and voting at any duly called meeting.

(b)        Rules and Regulations.  The Audit Committee may adopt rules and regulations, not inconsistent with these By-Laws, which permit the Committee to remain flexible in order to best react to changing conditions and provide reasonable assurance to the Board that the accounting and reporting practices of the Corporation are in compliance with all legal requirements.

Section 5.        Transfer of Duties.  At the discretion of the Board of Directors, the function and powers of the Committee, as set forth in Article VIII, Section 3, may be delegated to the Finance Committee in lieu of the Audit Committee.  Such transfer of duties must be authorized by an affirmative vote of the majority of the Voting Interests of the Directors present and voting at any duly called meeting.

ARTICLE IX

Officers, Elections and Vacancies

Section l.         Officers.  The officers of the Corporation shall consist of a Chair and President, a Vice-Chair, a Secretary and a Treasurer.  Only persons who are members of the Board shall be eligible to be officers.

Section 2.        Nominations.  The Chair shall appoint a nominating committee of four (4) Directors.  The nominating committee shall recommend a slate of officers for election at the annual meeting of the Board.  Nominations may also be made from the floor by any Director present.

Section 3.        Elections.  Elections shall be held at the annual meeting of the Board.  A majority of the Voting Interests of the Directors present is required for election to any office.

Section 4.        Vacancies, Filling of Vacancies.

(a)        Vacancies.  A vacancy may occur by the following means: death, resignation, or forfeiture.  An officer forfeits his office if at any time during his term he lacks the qualifications of his office as determined by these By-Laws.

(b)        Filling of Vacancies.  Should a vacancy occur in the office of Chair and President, it shall be filled temporarily by the Vice-Chair.  If the vacancy in the office of Chair and President should occur more than one hundred twenty (l20) days prior to the annual meeting of the Board, then a special meeting shall be called by the Vice-Chair or Secretary for the purpose of electing a new Chair and President.  The Board may fill any other vacancy.

Section 5.        Powers and Duties of the Chair.  The Chair shall preside over all meetings of the Board and in his or her absence, the Vice-Chair shall preside.  In the absence of the Vice-Chair, the Secretary or Treasurer may preside at such meetings.

Section 6.        Powers and Duties of the Secretary and Treasurer.  The Secretary shall record or shall cause to be recorded all the votes and proceedings of the Board meetings in books kept for that purpose.  The Secretary and the Treasurer shall also perform such further duties as the Board and/or the Executive Committee may from time to time direct.  The Treasurer shall chair the Finance Committee.  The Treasurer may be required to give bond for the faithful discharge of his/her duties, in such sum and with such sureties as the Board may require and approve.

ARTICLE X

Finances

Section l.         Disbursements of Funds.  Funds which accrue to the Corporation for its use in furthering the aims and purposes of the Corporation shall be controlled, disbursed, and accounted for in a manner prescribed by the Executive Committee for general purposes.

Section 2.        Fiscal Year.  The Corporation’s fiscal year shall be from July 1st through June 30th.

Section 3.        Payment In Lieu of Taxes.  In partial consideration for the obligations of the Participating Member Municipalities resulting from provisions of the Interlocal Agreement and the applicable waste handling agreements, the Corporation shall pay in lieu of taxes a sum not less than Five Hundred Thousand Dollars ($500,000.00) annually, based upon the l987 annual waste tonnage of Regional Waste Systems, which amount shall be increased in proportion to the waste tonnage increase from all sources, other than municipal waste, from the Participating Member Municipalities, and excluding all spot market waste, for the term of the waste handling agreements with Participating Member Municipalities, to be apportioned as follows:  five-sevenths (5/7) to Portland; one-seventh (1/7) to South Portland; and one-seventh (1/7) to Scarborough.  The Corporation may pay in lieu of taxes additional amounts to any Participating or Associate Member Municipality in which any portion of the realty of the Corporation is located.

ARTICLE XI

Indemnification

To the extent permitted by the laws of the State of Maine as they may now or hereafter exist, the Corporation shall indemnify any officer, director, employee or agent of the Corporation who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, by reason of the fact that he or she is or was an officer, director, employee or agent of the Corporation, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding; provided that no indemnification shall be provided with respect to any matter as to which he or she shall have been finally adjudicated in any civil proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Corporation or, in any criminal proceeding, to have had reasonable cause to believe that his or

her conduct was unlawful.  To the extent permitted by law, the Corporation may purchase and maintain insurance against the liability of its officers, directors, employees or agents.

ARTICLE XII

Amendments to By-Laws

These By-Laws may be amended or altered at any meeting of the Board, provided that a written notice shall be sent to each Director, in the same manner as prescribed in Article IV, Section 9, no less than five (5) days before the date of such meeting, which notice shall state the proposed amendments.  A two-thirds (2/3) vote of the Voting Interests of the Directors present at a duly called meeting is necessary for passage of amendments.

(Adopted 4/13/06)

(Amended 6/30/06)

(Amended 9/21/06)

(Amended 10/18/07)

(Amended 01/20/11)

(Amended 10/16/14)

(Amended 01/18/18)