Kennebunk Board of Trustees
Article I: Purpose and Scope
The purpose of the bylaws is to establish reasonable rules of procedure for the meetings of the Kennebunk Sewer District Board of Trustees, hereafter “Board,” and promote the fair, orderly and efficient conduct of the Board of Trustees’ proceedings and affairs. These bylaws shall govern the Board of Trustees’ practices and procedures except as otherwise provided by law or charter and shall be liberally construed so as to accomplish their purpose.
Article II: Composition of Board
The Board of Trustees shall consist of 5 members. Members are elected to three-year terms. The 5 seats are staggered for the annual municipal election so that no more than 2 members are elected per year.
After each annual municipal election of the Town of Kennebunk, the Board of Trustees shall organize by electing a chair, vice-chair, treasurer, and clerk.
The Board of Trustee shall follow the Charter of the Kennebunk Sewer District and all other applicable laws.
Subcommittees shall be advisory in nature and may make recommendations to the Board of Trustees.
Article III: Officers
- The Chair shall preside at all meetings of the Board of Trustees when present, and shall have the right to vote.
- The Chair shall maintain order at all meetings.
- The Chair shall have the authority to rule on questions of evidence and procedure.
- The Chair shall sign all bonds, notes, and other evidences of indebtedness of the District, and deeds.
- The Chair may make recommendations to the District Manager on the agenda for the meetings.
- The Chair shall perform all duties incidental to the office, and such other duties as the Board of Trustees shall designate.
- The Chair may sign checks in excess of $1,000 in the absence of the Manager and Assistant Manager.
- The Vice Chair shall perform the duties of the Chair in the absence of the Chair.
- The Treasurer shall keep or cause to be kept accurate books of financial account, which may be open at all times to any Trustee. The Treasurer shall have full and complete authority and power to collect the rates, assessments and other charges established under the District Charter and 38 M.R.S.A. § 1202 and the same shall be committed to the Treasurer.
- The Board shall cause to have prepared and shall approve specific procedures for the disbursement of funds and the signing of checks and warrants. These procedures shall address periodic situations in which one or more of the designated persons are absent. The Board shall periodically review these procedures.
- The Treasurer shall sign all bonds, notes, and other evidences of indebtedness of the District.
- The Treasurer may sign checks in excess of $1,000 in the absence of the Manager and Assistant Manager.
- The Treasurer shall examine the record of disbursements no less frequently than monthly, and shall report his or her findings of any irregularities at each regular meeting of the Board.
- The Treasurer shall preside at meetings of the Board in the absence of the Chair and Vice Chair.
- The Clerk shall keep or designate the keeping of and shall sign records of all meetings of the Board of Trustees.
- The Clerk shall perform such other duties as may be required by the Board and the laws of the State of Maine.
- The Clerk may appoint a recording secretary for recording all Board of Trustee meetings. The recording secretary may be a non-board member and will be compensated as an employee for the District.
Article IV: Salaries and Compensation
After each annual municipal election of the Town of Kennebunk, upon election of the officers, the Board of Trustees may choose to maintain the current compensation schedules or may determine salaries and compensation for the year. Trustee compensation shall comply with the District Charter and be in compliance with state law.
Article V: Meetings
Regular meetings of the Board of Trustees shall be held at the District offices at 44 Water Street, or an alternative location if necessary.
Regular meetings shall be held on the first Tuesday of each month. The Chair may select an alternative date if known interferences may affect attendance (holidays, known absence that would prevent a quorum).
Meeting agendas are posted by the Manager at the Kennebunk Town Hall and the District office at least 7 days prior to the meeting.
All meetings shall be open to the public. The public will be asked to leave the meeting during pre-determined and published executive sessions.
A public comment period at all meetings will be determined by the Chair. The Chair may determine an appropriate time limit for this period.
All actions of the Board of Trustees shall be conducted in conformance with the Maine Freedom of Access Act.
Special meetings of the board may be called as are regularly scheduled meetings, but on one day’s notice.
In the event of an emergency meeting, local representatives of the media must be notified of the meeting, whenever practical. Notification must include time and location and must be in the same manner as used to notify members of the board. The minutes of the emergency meeting must state the reason for the meeting.
Three Trustees shall constitute a quorum at all meetings of the Board for the transaction of business, and all matters requiring the action of the Board shall be decided by a majority of those Trustees present and voting thereon. A Trustee shall be considered present for purposes of a quorum and for voting if the Trustee is personally present (actually in attendance) at the meeting.
No business may be conducted by the Board of Trustees except at a duly called and noticed meeting. No business may be conducted without a quorum consisting of a majority of the Board of Trustees being present.
All meetings shall be conducted in accordance with Robert’s Rules of Order. The order of business at regular meetings shall be as follows:
- Roll call and determination of a quorum.
- Final approval of the minutes of the previous meeting and communications.
- Unfinished business.
- Public Comment.
- New business.
- Other business.
Article VI: Participation and Voting
Any action of the Board of Trustees shall require the affirmative vote of a majority of its trustees present and voting unless otherwise provided by law. Each trustee shall be entitled to one vote and each vote shall be counted equally.
No member may participate or vote in any matter in which the member has a conflict of interest or other disqualification as defined by law( See 30-A M.R.S.A. § 2605). Any question of whether a member has such a conflict of interest or other disqualification shall be decided by majority vote of the remaining trustees. The vote of any conflicted Trustee shall not be counted in the calculation of the minimum number of votes required for action.
Article VII: Decisions
All final decisions shall be in writing (and/or documented in the minutes) and shall become a part of the Board of Trustees’ permanent record.
The Board of Trustees may reconsider any decision made, provided a majority vote of the Board of Trustees is made to bring the reconsideration back to the table for discussion. Both a vote to reconsider and any action taken pursuant thereto shall be voted on by the entire Board of Trustees.
Article VIII: Indemnification
The District shall indemnify and defend (to the maximum extent permitted by Maine law) a Trustee from and against any claim arising out of an act or omission within the course and scope of the Trustee’s duties in such capacity.
Except as otherwise provided, in lieu of assuming the defense of the Trustee, the District may pay the reasonable attorneys fees and court costs of the Trustee.
The District is not liable for indemnification, attorneys’ fees or defense costs of its Trustee in the event that the Trustee is determined to be criminally liable for the acts or omissions. In addition, after litigation against the Trustee is concluded, the District may recoup any attorneys’ fees and costs paid to outside counsel on behalf of the Trustee if the District proves that the Trustee acted in bad faith. The District shall not be required to defend or indemnify the Trustee if the Trustee settles the claim without consent of the District.
The Trustee shall notify the District of any such claim within 30 days after receiving actual written notice of the claim or within 15 days after service of the summons and complaint. The District may be relieved of its obligation to defend or indemnify the claim if notice is not timely presented as set forth herein, and the District is prejudiced by the lack of such notice.
For purposes of this Article VIII, the term “Trustee” shall include current or former Trustees and their respective heirs, executors, administrators and estates who may be liable through them.
Said indemnification shall be in addition to any other rights to which the person indemnified may be entitled under any law, statute, regulation, agreement, vote of the Board of Trustees, or otherwise.
Article IX: Waivers and Amendments
These bylaws, or any provision thereof, may be waived on any occasion by majority vote of the Board of Trustees unless otherwise provided by law. These bylaws may be amended at any time in writing by majority vote of the Board of Trustees after notice and public hearing on the proposed amendment.
Any conflict or inconsistency between these bylaws and the Kennebunk Sewer District Charter or any applicable law or shall be resolved in favor of the law and Charter.
A majority vote by the Board of Trustees must be made to amend the bylaws.
Article X: Authority
These by-laws are established and/or amended pursuant to authority granted by the Kennebunk Sewer District Charter. Reference Section 4, Subsection 2: Organization, Conduct of business.
Article XI: Adoption
Adoption of the bylaws as written above must be made by a majority vote of the Board of Trustees and then signed below by the Chair.
These bylaws were adopted by the Kennebunk Sewer District Board of Trustees on July 2, 2019.
Kennebunk Sewer District Date
Board of Trustees Chair
Witness Signature Date