Bylaws Update

Please take a few minutes to read through these. They’ll be voted on in 2018. If the spacing is too distracting, please contact me for a PDF copy of them via email: dawn@tidewater.net

BYLAWS
OF
MAINE SELF STORAGE ASSOCIATION, INC.
(MeSSA)
As Adopted: ______________________, 2018
ARTICLE I
NAME
The name of the Association shall be Maine Self Storage Association, Inc.
ARTICLE II
OFFICES
2.01 The office of record of the Association shall be 1293 Main Street, Sanford, ME
04073. The Association may have such other offices either within or without the State of
Maine as the Board of Directors (“Board”) may determine or as the affairs of the
Association may require from time-to-time.
ARTICLE III
PURPOSE
3.01 The purpose of the MeSSA Association shall be:
a. To provide leadership and open lines of communication on issues that affect the
self storage industry.
b. To define and assert standards of excellence in the self storage industry in the
State of Maine.
c. To provide opportunities for members to increase their knowledge of the self
storage industry through research, discussion, and exchange of information.
d. To support, communicate, and cooperate with the national Self Storage
Association (“SSA”), and to take all reasonable steps to encourage its members to
also become SSA members.
e. To do any and all things that are appropriate to further these purposes.
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ARTICLE IV
MEMBERS
4.01 The Association shall have one class of members. The qualifications and rights of
the members shall be as follows.
QUALIFICATIONS OF MEMBERS
4.02 Any individual, partnership, corporation or other entity that has reason to be
interested in the self storage industry or the MeSSA, and who is willing to pay the regular
dues and assessments and to conform with all other requirements and standards of the
Association (as these may be promulgated from time-to-time) shall be qualified to be a
member.
APPLICATION FOR MEMBERSHIP
4.03 A qualified applicant may be approved for membership upon payment of such
annual dues, fees and assessments, as the Board of Directors may set.
MEMBERS SUBJECT TO BYLAWS
4.04 All members of the Association are subject to the regulations set forth in these
Bylaws that may from time-to-time be amended.
VOTING RIGHTS
4.05 Each member shall be entitled to one vote on each matter that is submitted for a vote
by the members. Each partnership or corporate member shall appoint one individual who
shall represent and vote for that member. Each facility is limited to one vote.
VOTING
4.06 Members who are entitled to vote may do so at any duly-called meeting, by
electronic mail, in person, or by proxy in writing that is dated and filed with the Board of
Directors. A proxy is revocable at any time before it has been exercised.
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VOTING BY MAIL OR ELECTRONIC MAIL
4.07 Whenever a question arises that requires a vote by the members, the Board of
Directors may call a Special Meeting for such purpose at or the Board may submit the
question(s) to the members for a vote by mail or by electronic mail.
The question(s) shall be decided by the majority of votes received at the office or email
address designated on the ballot:
–by 5:00 p.m. at least 21 days after the date of First Class mailing
–or by 5:00 p.m. at least seven (7) days after the statement of the question(s) to be
voted upon and the ballot to be used for voting thereon have been sent by electronic mail.
The majority of the ballots in the mailed vote shall be as binding for the MeSSA as if the
vote were taken at a duly-called meeting.
TERMINATION OF MEMBERSHIP
4.08 By affirmative vote of two-thirds (2/3rds) of all Board members, the Board of
Directors may suspend or expel a member for cause following an appropriate hearing.
Violation of these Bylaws, unethical practices, or conduct inconsistent with the purposes
of the MeSSA shall be sufficient cause for suspension or expulsion.
DEFAULT
4.09 If any member shall be in default in the payment of dues or other charges for a
period of 30 days after the date such payments are due, the member may be deemed to
have resigned its membership. In addition, the member’s voting privileges will be
revoked, and its MeSSA membership may be terminated by the Board of Directors.
RESIGNATION
4.10 Any member may resign by filing a written resignation with the MeSSA Secretary,
but the member would be obligated to pay any dues, assessments or other charges
theretofore accrued and unpaid.
REINSTATEMENT
4.11 Upon written request signed by a former MeSSA member and filed with the MeSSA
Secretary, the MeSSA membership of a former member may be reinstated. Such
reinstatement requires the affirmative vote of two-thirds (2/3rds) of the Board members
and terms as the Board of Directors may deem appropriate.
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TRANSFER OF MEMBERSHIP
4.12 Membership in this Association cannot be transferred or assigned, except transfer of
membership is allowed when a facility is sold. If requested, a former facility’s owner’s
membership could pass to the new owner of that facility for the remainder of that year of
membership. No additional dues or other charges would be required.
NECESSITY OF MEMBERSHIP
4.13 All rights and privileges of MeSSA membership shall cease upon termination of
membership.
ARTICLE V
MEETING OF MEMBERS
ANNUAL MEETING
5.01 There shall be an Annual Meeting of the MeSSA members to elect Directors and to
transact such other business as may come before the meeting. The Annual Meeting shall
be held at such time and place as the Board of Directors may determine.
SPECIAL MEETINGS
5.02 Special Meetings of the Association may be called by the President, by a vote of
two-thirds (2/3rds) of the Board of Directors or upon the written request of not less than
one-fifth (1/5th) of the MeSSA members.
PLACE OF MEETING
5.03 The Board of Directors may designate any location within or outside the State of
Maine as the place to conduct any Annual Meeting or any Special Meeting called by the
Board of Directors. If no designation is made, or if a Special Meeting is otherwise called,
the meeting location shall be the registered office of the Association; but if two-thirds
(2/3rds) of the MeSSA members shall meet at any time and place, and consent to the
holding of a meeting, such meeting shall be valid without call or notice, and at such
meeting, any corporate action may be taken.
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NOTICE OF MEETINGS
5.04 Written, printed, or electronic notice stating the location, day, and hour of any
meeting of MeSSA members shall be delivered not less than seven (7) days before the
date of such meeting (either personally, by mail, or by electronic mail) to each member
entitled to vote at such meeting. This notice shall be sent by or at the direction of the
President, or the Secretary, or the Directors or other persons calling the meeting.
In case of a Special Meeting or when required by statute or by these Bylaws, the purpose
or purposes for calling a meeting shall be stated in the notice. If mailed, the notice of
meeting shall be deemed delivered when such notice is sent via U.S. mail postage prepaid
to the MeSSA members’ addresses as they appear in the records of the Association.
INFORMAL ACTION BY MEMBERS
5.05 Any action whatsoever or action required by law to be taken at a meeting of MeSSA
members, may be taken without a meeting, if a consent in writing states the action so
taken. This consent shall be signed by all of the MeSSA members who are entitled to
vote with respect to the subject matter thereof.
QUORUM
5.06 Twenty percent (20%) of the MeSSA members shall constitute a Quorum for the
transaction of business. If Quorum is not met, a majority of the MeSSA members who are
present may adjourn any meetings without further notice.
PROXIES
5.07 At any MeSSA meeting, any member who is entitled to vote may vote by proxy. A
proxy vote must be executed in writing by the member or by the member’s duly
authorized attorney-in-fact. No proxy shall be valid after 11 months from the date of its
execution, unless otherwise stated in the proxy. A proxy is revocable at any time before it
has been exercised.
VOTING BY MAIL OR ELECTRONIC MAIL FOR DIRECTORS OR OFFICERS
5.08 Election of MeSSA Directors or Officers may be conducted by mail or electronic
mail in such a manner as the Board of Directors may determine.
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ARTICLE VI
BOARD OF DIRECTORS
POWERS
6.01 The Board of Directors shall manage the property, affairs, and activities of the
MeSSA Association. The Board shall have the power to establish dues and assessments,
determine the proper disbursement of Association funds, interpret the meaning of the
Bylaws, make statements of policy, and exercise any authority necessary for the
direction, supervision or control of the Association.
NUMBER
6.02 There shall not be less than five (5) and not more than nine (9) MeSSA Board
Directors. At their discretion, the Directors may appoint up to nine (9) Alternate
Directors, who shall act as consultants, but who shall not be authorized to vote on issues
before the Board. No more than three (3) Directors shall be Vendor members of the
Association.
TERM OF OFFICE
6.03 The term of office for a Director shall be three (3) years, with the term commencing
and ending concurrently with the Association’s Fiscal Year. The term of office for an
Alternate Director shall be one (1) year.
NOMINATION FOR DIRECTORS
6.04 Nominations for Directors shall be accepted from any member in good standing.
Nominations may be in writing, or in person at a regular meeting of the membership, as
determined by the Board of Directors. Voting shall happen at the Annual Meeting if a
Quorum of the membership is present. Otherwise, voting may take place at another
regular meeting or via electronic mail. When voting electronically, members shall have
seven (7) days to cast their vote.
Ballots shall be tabulated and certified as determined by the Board of Directors. The
election results shall be announced at the Association’s next membership meeting (if that
meeting coincides with or occurs within 30 days of the tabulation). If not, the results of
the election shall be announced through publication by mail.
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RESIGNATION OF A DIRECTOR
6.05 A Director may resign at any time by giving written notice to the Board of Directors.
The resignation shall take effect at the time specified or, if no time is specified, at the
time of acceptance by the Board of Directors.
REMOVAL OF A DIRECTOR
6.06 A Director may be removed at any time by a majority vote of the Board of Directors
of the Association.
VACANCIES
6.07 If a vacancy occurs in the Board, or if the number of Directors increases, the Board
of Directors shall appoint the new Director(s) fill such vacancy. A majority vote of the
Board of Directors shall determine if the new Director(s) may serve (1) only for the
remainder of the unexpired term of his/her predecessor or (2) for a full term in office
commencing with his/her appointment. The Board of Directors may (but is not required
to) fill any vacancy, so long as the total number of Directors remaining shall equal or
exceed the minimum number allowed.
REGULAR MEETINGS
6.08 Regular meetings of the Board of Directors shall be held without other notice than
these Bylaws, immediately after, and at the same place as, the Annual Meeting of the
members. By resolution, the Board of Directors may provide the time and place to
conduct additional regular meetings of the Board. In addition, citation of such resolution
must be included in the Minutes of the meeting when such resolution was adopted and
those Minutes must be circulated prior to the date(s) scheduled for such meeting(s).
SPECIAL MEETINGS
6.09 Special Meetings of the Board of Directors may be called by or at the request of the
President or any three (3) Directors. The person or persons authorized to call Special
Meetings of the Board may choose any location to hold such meetings, so long as the
location shall be reasonably convenient for a Quorum to be present.
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NOTICE
6.10 Notice of any Special Meeting of the Board of Directors shall be given at least five
(5) days beforehand by written notice delivered personally or sent by mail or electronic
mail to each Director at his/her address as shown in the MeSSA Records. If mailed, such
notice shall be deemed to be delivered when sent via U.S. mail postage prepaid.
Any Director may waive notice of any meeting. Attendance by a Director at any meeting
shall constitute a waiver of notice of such meeting, except when a Director attends a
meeting expressly to object to the transaction of any business because the meeting was
not lawfully called or convened. The notice or waiver of notice does not need to state the
business to be transacted or the purpose of any regular or Special Meeting of the Board,
unless specifically required by law or by these Bylaws.
QUORUM
6.11 A majority of the Board of Directors shall constitute a Quorum for the transaction of
business at any meeting of the Board. If a Quorum is not present, a majority of the
Directors in attendance may adjourn any meetings without further notice.
MANNER OF ACTING
6.12 Actions taken by a majority of the Directors present at a meeting (when a Quorum is
present) shall be considered the action of the Board of Directors, unless a greater number
of Directors is required by law or by these Bylaws for such action.
COMPENSATION
6.13 Directors shall not receive any salaries or other compensation for their services as
Directors, per se, but nothing herein contained shall be construed to preclude any
Director from serving the Association in any other capacity and to receive compensation.
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INFORMAL ACTION BY DIRECTORS
6.14 Any action or any action required by law to be taken at a Directors’ meeting, may be
taken without holding a meeting or conducted by an email vote.
ARTICLE VII
OFFICERS
7.01 The Officers of the Association shall be a President, one or more Vice Presidents, a
Secretary, a Treasurer and such other Officers as may be elected in accordance with the
provisions of this Article. The Board of Directors may choose to elect or appoint such
other Officers, including one or more Assistant Secretaries and one or more Assistant
Treasurers. Such additional Officers would be authorized to perform the duties
prescribed, from time-to-time, by the Board of Directors. The same person, except the
Board President, may hold any two (2) or more offices.
QUALIFICATIONS
7.02 Except for Assistant Secretaries or Assistant Treasurers (who may be outside the
Board of Directors and not required to be members of the Association), all Officers of the
Association (a) shall be MeSSA members in good standing, and (b) shall be members of
the Board of Directors with sufficient time remaining in their individual terms of office to
complete their tenures as Officers while still serving as Directors.
ELECTION AND TERM OF OFFICE
7.03 At their regular Annual Meeting, the Board of Directors, shall elect the Officers of
the Association for one (1) year terms. If Officers are not elected at that meeting, the
election shall be conducted as soon thereafter whenever it is convenient for the Board, or
by mail or electronic mail. New offices may be created and filled at any meeting of the
Board of Directors. Each officer shall hold office until his/her successor has been duly
elected and qualified.
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REMOVAL
7.04 Any Officer elected or appointed by the Board of Directors may be removed by a
simple majority vote of the entire Board of Directors if such removal would serve the
best interests of the Association. However, any removal shall be without prejudice and in
accordance with that Officer’s contract rights, if any.
VACANCIES
7.05 A vacancy in any office, because of death, resignation, disqualification or otherwise,
may be filled by appointment by the Board of Directors for the unexpired portion of the
term.
PRESIDENT
7.06 The President shall be the principal Executive Officer of the Association and shall
supervise and control all of the business and affairs, generally, for the Association.
He/she shall preside at all meetings of the MeSSA members and of the Board of
Directors. He/she may execute (with the Secretary or any other proper Officer of the
Association so authorized by the Board of Directors), any deeds, mortgages, bonds,
contracts, or other instruments that the Board of Directors require. However, in cases
when expressly delegated by the Board of Directors or by these Bylaws or by statute,
other Officers or Agents of the Association may sign and execute such documents.
Overall, the President shall perform all duties of the office of President and such other
duties as may be determined by the Board of Directors from time-to-time.
VICE PRESIDENT
7.07 In the absence of the President or in the event of his/her inability or refusal to act,
the Vice President (or in the event there be more than one Vice President, the Vice
Presidents in order of their election) shall perform the duties of the President. As Acting
President, the Vice President(s) shall be given all the powers of the President and be
subject to all the restrictions of the office of the President. Any Vice President shall
perform such other duties as from time-to-time may be assigned to him/her by the
President or Board of Directors.
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SECRETARY
7.08 The Secretary shall: (1) keep the Minutes of the meetings of the members and of the
Board of Directors in one or more books provided for that purpose; (2) give all notices in
accordance with the provisions of these Bylaws or as required by law; (3) be custodian of
the MeSSA records on behalf of the Association, in accordance with the provisions of
these Bylaws; (4) keep a register of all MeSSA members’ addresses that are furnished to
the Secretary by each member; and (5) in general, perform all the duties of the office of
Secretary and such other duties as from time-to-time may be assigned to him/her by the
President or by the Board of Directors.
TREASURER
7.09 If required by the Board of Directors, the Treasurer shall obtain a bond with surety
or sureties for the faithful discharge of his/her duties in such sum as the Board of
Directors shall determine. The Association shall bear the cost of any bonds required. The
Treasurer shall: (1) be responsible and have charge and custody of all funds and securities
of the Association; (2) receive and give receipts for monies due and payable to the
Association from any source whatsoever, and deposit all such monies in the name of the
Association in such banks, trust companies, or other depositories as shall be selected in
accordance with the provisions of Article IX of these Bylaws; and, (3) in general,
perform all the duties of the office of Treasurer and such other duties as from time-totime
may be assigned to him/her by the President or by the Board of Directors.
ASSISTANT TREASURERS AND ASSISTANT SECRETARIES
7.10 If required by the Board of Directors, the Assistant Treasurers shall obtain bonds
(with sureties as determined by the Board of Directors) for the faithful discharge of their
duties. The Association shall bear the cost of any bonds required. The Assistant
Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be
assigned to them by the Treasurer or the Secretary or by the President or the Board of
Directors.
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ARTICLE VIII
COMMMITTEES
COMMITTEES OF DIRECTORS
8.01 By a resolution approved by a majority of the Directors, the Board of Directors may
designate and appoint one or more Committees. Each Committee shall consist of one (1)
or more Directors and such other MeSSA members who may be Directors or regular
MeSSA members. The Committee shall have and exercise the authority (to the extent
provided in said resolution) of the Board of Directors in the management of the
Association. However, Committees shall not be allowed to amend, alter or repeal the
Bylaws, nor are Committees authorized to appoint or remove any Committee members,
any Director or Officer of the Association.
OTHER COMMITTEES
8.02 Other Committees may be formed to manage the Association However, such
Committees would not be given the same authority as the Board of Directors. Such
Committees could only be established by a resolution that is approved by a majority of
the Directors present at a meeting with a Quorum present. Unless otherwise provided in
such resolution, members of such Committees must be MeSSA members who are
appointed by the President of the Association. The MeSSA President shall be, ex officio,
a member of any such Committee at his/her own discretion and any Committee member
may be removed by the President, if he/she determines such removal would best serve the
interests of the Association.
TERMS OF OFFICE
8.03 Each member of a Committee shall continue his/her membership until the period
designated by the Board of Directors expires or until the next Annual Meeting of the
members of the Association and until his/her successor is appointed. Membership would
not continue if (1) the Committee is terminated, (2) such member is removed from the
Committee, or (3) such member ceases to qualify as a member.
CHAIRPERSON
8.04 The person or persons authorized to appoint the members of a Committee shall
appoint one Member of each Committee as Chairperson.
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VACANCIES
8.05 Vacancies in the membership of any Committee may be filled by appointments
made in the same manner as the original appointments.
QUORUM
8.06 Unless otherwise provided in the resolution of the Board of Directors designating a
Committee, a majority of the whole Committee shall constitute a Quorum. Actions taken
by a majority of the members at a meeting with a Quorum present shall be accepted as
the action of the Committee.
RULES
8.07 Each Committee may adopt rules for its own governance that are consistent with
these MeSSA Bylaws or with rules adopted by the Board of Directors.
ARTICLE IX
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
CONTRACTS
9.01 The Board of Directors may authorize any Officer or Officers, Agent or Agents, of
the Association (as well as the Officers so authorized by these Bylaws), to enter into any
contract and to execute or deliver any instrument in the name of and on behalf of the
Association. Such authority may be general or confined to specific instances.
The Board of Directors may, solely in behalf of and for the benefit of the Association,
approve and contract for any individual purchase, project or activity that requires an
outlay less than Twelve Thousand Dollars ($12,000.00). However, sufficient,
uncommitted monies must be available prior to any purchase, project, or activity in order
to be approved. Commitments for any purchase, project, or activity having a cost in
excess of Twelve Thousand Dollars ($12,000.00) must be approved by a majority vote of
the entire MeSSA membership.
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CHECKS AND DRAFTS
9.02 All checks, drafts or orders issued for payment of money, notes or other evidences
of indebtedness in the name of the Association shall be signed by such Officer or
Officers, Agent or Agents, of the Association, from time-to-time, as designated by a
resolution of the Board of Directors. However, any such instruments in excess of Ten
Thousand Dollars ($10,000.00) must be executed by signature of two (2) Officers of the
Association, one of whom must be the Treasurer or an Assistant Treasurer and the other
must be the President, or by a Vice President who has been expressly authorized to act in
this capacity by the Board of Directors. Executing two (2) or more such instruments at
the same time in order to avoid this Ten Thousand Dollars ($10,000.00) stricture, is
expressly prohibited.
DEPOSITS
9.03 All funds of the Association shall be deposited from time-to-time to the accounts of
the Association in such banks, trust companies, or other depositories as the Board of
Directors may select. The Federal Deposit Insurance Corporation (FDIC) must insure all
such depositories.
GIFTS
9.04 The Board of Directors may accept, on behalf of the Association, any contribution,
gift, bequest, or devise for the general purposes or for any special purpose of the
Association.
ARTICLE X
BOOKS AND RECORDS
10.01 The Association will keep correct and complete Books and Records of account and
shall also keep Minutes of the proceedings of its members, Board of Directors, and
Committees having any of the authority of the Board of Directors. In addition, the
registered or principal office shall maintain an up-to-date Record giving the names and
addresses of the members entitled to vote. Any member, or his/her Agent or Attorney
may inspect all Books and Records of the Association, for any purpose and at any
reasonable time. Financial reports consisting of at least an Income Statement and Balance
Sheet shall be provided annually to the membership.
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ARTICLE XI
FISCAL YEAR
11.01 The beginning and end of the Fiscal Year of the Association shall be the calendar
year.
ARTICLE XII
DUES, FEES AND ASSESSMENTS
ANNUAL DUES
12.01 The Board of Directors may determine the amount of initiation fee, if any, the
Annual Dues and assessments payable to the Association by members, from time-to-time.
PAYMENTS OF DUES
12.02 Dues may be paid in advance to cover a membership period of 12 months, except
the initial year’s dues for any Member shall be pro-rated on a monthly basis.
DEFAULT AND TERMINATION OF MEMBERSHIP
12.03 See Sections 4.09 and 4.08 of Article IV.
ARTICLE XIII
INDEMNIFICATION
13.01 The Association shall defend and hold harmless all present and former Directors
and Officers of the Association should any legal action be brought against them arising
from Association business. MeSSA is not liable for any action taken or omitted by a
present or former Officer or Director the Association, except in the case of gross
negligence or dishonesty.
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ARTICLE XIV
DISSOLUTION
14.01 Upon dissolution of the Association, any funds remaining shall be distributed to
one (1) or more qualified charitable or educational non-profit organizations that would be
selected by the Board of Directors. No funds whatsoever shall be distributed to the
members of the Association.
ARTICLE XV
AMENDMENTS TO BYLAWS
15.01 These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by a vote of two-thirds (2/3rds) of the Board of Directors at any regular or
Special Meeting of the Board of Directors.
ARTICLE XVI
AGREED AMENDMENTS TO BYLAWS
16.01 These Bylaws were amended on March, 2006 to allow Officers and Board
members to vote on issues electronically.
16.02. These Bylaws were amended in whole on ____________________, 2018.

Bylaws Update