Mission Statement
The Portland Club is organized to develop and promote activities for its membership and demonstrate a socially responsible role by serving as a creative and enterprising forum for social, economic and political discourse in the context of good fellowship. To that end, The Portland Club seeks to maintain and restore a historic landmark structure commonly known as Hunneywell House located at 156 State Street in Portland to serve as a home for The Portland Club with a respect for tradition and a commitment to the present.
Article I
Name and Seal
Section 1. The name of this corporation shall be THE PORTLAND CLUB. It shall have a corporate seal bearing the inscription, “The Portland Club * Organized June 1, 1886”.
Article II
Government
Officers and Directors
Section 1. The officers of The Portland Club (hereafter referred to as “CLUB”) shall consist of a President, one or more Vice-Presidents, a Secretary, a Treasurer, a Clerk, a Sergeant of Arms, and such other officers as the Board of Directors (“Board”) may deem advisable.
Section 2. There shall also be an Executive Committee of the Club consisting of the President, one or more Vice-Presidents, the Treasurer, the Secretary and other members of the Board appointed by the President on an annual basis. Any action taken by the Executive Committee shall be reported to the Board of Directors at the next scheduled Board meeting and the Board should ratify the action taken by the Committee at that time.
Section 3. The President shall preside at all meetings of the Club, the Board, and of the Executive Committee. During the absence or disability of the President, the Executive Committee may designate one of the other officers to perform the duties of the President. The President is also vested with full powers to make, sign and endorse all Club checks.
Section 4. The Vice-Presidents shall serve on one or more of the standing committees of the Club and shall assist the President in conducting the affairs of the Club.
Section 5.
(a) The Treasurer shall collect all sums due to the Club, and under the direction of the Board, disburse the funds of the Club. The Treasurer shall, whenever requested, submit to the Board a statement of the finances of the Club and shall render an annual report thereof at the annual meeting of the Club for the fiscal year which shall end the last day of June of each year.
(b) The treasurer shall have custody of all funds, papers, and documents of the Club, except non-financial correspondence, which shall be and remain in the custody of the Secretary. The Treasurer shall deposit all funds in such banks or trust companies as the Executive Committee may designate, to the credit of the Club by its corporate name, subject to the checks of the Club signed in its name and its behalf by the Treasurer, Assistant Treasurer, President, or such other persons authorized to sign checks or deposit funds on behalf of the Club. The Treasurer or Assistant Treasurer or President is hereby vested with full power for and in behalf of the Club to make, sign, and endorse all checks. No investments of funds shall be made by the Treasurer except by direction of the Board. The Treasurer shall pay only those accounts which have been approved as part of the annual budgetary process and specifically reviewed and approved by the chairperson of the respective committee. The Treasurer shall keep accurate books of account of receipts and disbursements, and shall receive and keep vouchers for all payments made, all of which said books and vouchers shall be the property of the Club, and, together with all the property of the Club in the Treasurer’s possession, shall be subject at all times to the inspection of the Board.
Section 6. The Secretary shall keep a record of the proceedings of the Club, of the Board and the Executive Committee. Such records of the aforementioned proceedings shall be available for inspection at all reasonable times by any member of the Club. The Secretary, or the Secretary’s designee, shall notify members of their election, keep a roll of the members of the Club the Board and the Executive Committee, and issue notices of all meetings and conduct all correspondence of the Club.
Section 7. The Clerk shall be sworn to the faithful discharge of their duties. The Clerk shall also perform such other duties as shall be prescribed by the Board of Directors, including acting in the capacity as Registered Agent for service of process. The Clerk shall be responsible for making all filings with the State of Maine to keep the Club in good standing as a not-for-profit corporation under the laws of the State of Maine and the Clerk shall maintain copies of the by-laws and filings made with the State of Maine.
Section 8. The Sergeant at Arms shall be responsible for maintaining the security of the premises and enforcing any disciplinary actions after review with and discretion of the Board.
Section 9. Each present, former and future Director, or Officer of the Club, and each person who presently, formerly or in the future serves or has served, at the Club’s request, as a Director or Officer shall be indemnified by the Club against liabilities and expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or the compromise or settlement of any action, suit or proceeding, civil or criminal, and by or on behalf of whomsoever brought, in which he is made a party, by reason of being or having been a Director or Officer of the Club, provided that such Director or Officer or person shall not be adjudged in any action, suit or proceeding to be personally liable for or negligent or guilty of misconduct in the performance of his duties to the corporation; or in the event that any such action, suit or proceeding, is compromised or settled before final adjudication thereof it shall be determined whether such person acted without negligence and that his action did not constitute misconduct in the performance of his duties to the Club, but that any negligence or misconduct which may have been involved did not relate to matters of sufficient consequence to warrant the withholding of the indemnity herein provided. A conviction or judgment (whether based on a plea of guilty or nolo contendre or its equivalent, or after trial) in a criminal action, suit or proceeding shall not be deemed an adjudication of liability for negligence or misconduct in the performance of duties to the Club by such Director, or Officer or person acting in good faith in what he considered to be the best interest of the Club and with no reasonable cause to believe that the action was illegal. The foregoing rights of indemnification shall not be exclusive of any other rights which may be lawfully granted pursuant to the statutory laws of the State of Maine; and the indemnification hereby granted shall be in addition to and not in restriction or limitation of any other privilege or power which the Club may lawfully exercise with respect to indemnification or reimbursement of Directors or Officers. The foregoing rights of indemnification shall, in the case of the death or incapacity of any Director, Officer or other person inure to the benefit of his estate, executors, administrators, conservators or other legal representatives. The Club may also, at the option of the Board of Directors, indemnify its employees and agents and may purchase and maintain insurance to indemnify any Director, Officer or employee or agent to the extent provided by law, except for inconsistent with any specified provision of any law.
Section 10.
(a) The Board of Directors shall consist of up to fifteen (15) voting members and such additional non-voting members as hereinafter provided.
(b) At each annual meeting of the Club, five (5) Portland Club members shall be elected to the Board of Directors for the term of three (3) years from the date of said election.
(c) A meeting of the Board of Directors, as newly constituted, including its non-voting members, shall be held at the close of the annual meeting of the Club and shall organize by electing a President, one or more Vice-Presidents, a Treasurer, a Secretary and a Sergeant at Arms. The immediate past president of the Portland Club and the five newly elected Officers listed in the foregoing sentence shall be non-voting members of the Board of Directors unless they are already voting members of the Board, in which case they shall be voting members. The Board of Directors shall elect an Assistant Treasurer.
(d) Subject to the By-Laws and to such instructions and limitations as may from time to time be given it by the Club, the Board of Directors or the Executive Committee as previously empowered, shall exercise general control and management over the property and affairs of the Club; shall have power to fill vacancies in any office, including vacancies in the Board; shall have the power to remove any officer or director from office who has three or more consecutive unexcused absences from regularly scheduled meetings by a two-thirds vote of the full Board; shall have the power to remove any officer from office by a two-thirds vote of the Board; shall have power from time to time to make and enforce all rules and regulations not inconsistent with the By-Laws as is required for the orderly and efficient operation of the Club; and is hereby vested with full power to act in all the several matters contained in the By-Laws and relating to the Club.
(e) The Board of Directors shall approve an operating budget on an annual basis for the Club.
Section 11. All appropriations from Club funds, except as elsewhere herein otherwise provided, shall be authorized and approved by the Board of Directors, or in the absence of a regular meeting of the Board of Directors by unanimous approval of the Executive Committee.
Section 12. The Board shall hold regular monthly meetings. Fifty percent (50%) of the active Board Members shall constitute a quorum. Special meetings of the Board may be called by the President or Secretary by notice to all members thereof and shall also be called by the President upon the written request of five (5) members of the Board of Directors.
Section 13. The President shall appoint as standing committees: a House Committee, a Membership Committee, a Special Events Committee, a Finance Committee, a Fundraising Committee, and an Executive Committee. The President shall also appoint such other committees as the Board may deem advisable. The Board shall define and publish the duties of the several committees.
Section 14. The several officers and Board of Directors shall perform all the duties usually incident to their respective offices or of their several offices under the By-Laws, and such other duties not inconsistent with the By-Laws as may be from time to time required by the Club or by the Board or the Executive Committee. All officers, except the Board of Directors, shall hold office for one (1) year or until their successors are elected.
Article III
Membership
Section 1. Persons, age 21 or over, are eligible to membership in the Club. The number of Members shall be limited to 500 unless by a two-thirds vote of the Board it shall be increased.
Section 2. All members, after having paid the prescribed admission fees and dues, shall be entitled to all the privileges of membership; shall be subject to all dues, charges, and assessments in accordance with the By-Laws until their membership is terminated by death, expulsion, or resignation; and shall be subject to all provisions of the By-Laws.
Section 3. Each application for membership shall be in writing and signed by the applicant or by any acceptable form as approved by the Board of Directors. Such applicant shall be recommended by at least one member of the Club or have been interviewed by the Membership Committee. Such application shall be submitted to the Membership Committee, who shall carefully examine each case. Applications approved by the Membership Committee shall be communicated to Membership prior to being submitted to the Board of Directors for approval then submitted to the Board of Directors for approval. Three (3) negative votes shall reject an application. Applications shall be entered into the minutes and records of the Board as they are approved by the Board. Approval by the Board constitutes election to membership subject to compliance with the terms of Articles V and VI. Approval by the Board constitutes election to membership subject to compliance with all the Rules and Regulations and By-Laws of the Club. All proceedings of the Board on applications for membership shall be confidential.
Section 4. Any member in good standing may request inactive status. The Board, at its sole discretion, by a three-quarter vote, may grant an inactive membership status to a member if, in the opinion of the Board, there are extraordinary personal circumstances that warrant it. The Board shall review on an annual basis the status of all inactive memberships. A member, upon requesting and being voted to inactive status, shall be responsible for a Fifty Dollar (50.00) per year fee as an inactive member. If an inactive member attends more than five (5) regular meetings of the Club or otherwise uses the Club facilities more than five (5) times per year, such inactive status shall be automatically suspended and the member will be required to pay the balance of the dues, fees, and assessments for the year in question.
Article IV
Meetings
Section 1. The annual meeting of the Club shall be held at some date and time during May specified by the Board of Directors. The directors elected at such annual meeting shall take office immediately and shall continue to hold office until the scheduled meeting of the Board of Directors immediately following the next annual meeting, or until their successors are duly elected and qualified.
Section 2. Special meetings of the Club may be called by the President at any time, and upon written request of twenty-five (25) or more members of the Club. Such special meetings shall be called by the Board within fifteen (15) days after the receipt of such request from the members of the Club.
Section 3. The Secretary shall give notice of all special meetings of the Club by communicating such notice to each member at least five (5) days prior to such meeting stating the time, place and subject matter of such meeting. Deposit of such notice in the mail or email shall be deemed sufficient notice.
Section 4. A quorum for the transaction of business at all meetings of the Club shall consist of at least twenty percent (20%) of the Club membership, but a lesser number may adjourn such a meeting from time to time.
Article V
Fees and Dues
Section 1. All original applications for membership shall be accompanied by an application fee, determined by the Board of Directors, the same to be returned if the application is rejected. The annual dues, as established by the Board of Directors, are payable annually based upon the date in which each member was approved.
Section 2. Any member failing to pay their dues and fees by their annual renewal date shall be deemed delinquent and their membership will be temporarily suspended. Members have 30 days from their annual renewal date to reinstate their Membership by paying their outstanding dues and fees. After 30 days of delinquent status will result in membership termination and a new application for membership would be required. It is the responsibility of each member to keep the Club informed of any change of the member’s contact information.
Article VI
Termination of Membership
Section 1. All resignations shall be presented in writing to the Board of Directors, which shall have full power to act thereon. The acceptance of such resignation shall not discharge a member from his indebtedness to the Club.
Section 2. Whenever the conduct of any member is at variance with the By-Laws or the rules of the Club or its qualifications for membership, or is prejudicial to its good order, welfare, or character, the Board may by a unanimous vote by secret ballot of those present, after reasonable notice and hearing, expel such member from all privileges of the Club. The Sergeant at Arms shall be responsible for communicating and enforcing the Board’s decision. The Board may report the matter to the Club at any meeting.
Whenever charges of such conduct are presented to the Board in writing, signed by three members of the Club, the Board shall, after notice and hearing, proceed in the same manner as when the charges originate with the Board, and may present the matter to the Club at any meeting for its determination upon the question of expulsion; in which case the Club may, by a two-thirds vote by ballot of those present and voting, expel such member.
Article VII
Miscellaneous Provisions
Section 1. No member or officer of the Club shall receive from the Club any salary or emolument, except by a vote of the Board of Directors.
Article VIII
Amendments
These By-Laws may be amended at any meeting of the Club by a two-thirds vote of the members present and voting, provided the proposed amendment shall have been recommended by the Board of Directors and shall have been communicated at least one month prior to such meeting. The Board of Directors shall set the time and place for such meeting.
House Rules
The Board of Directors have the authority to add, delete or modify the Club rules, regulations and disciplinary actions when proposed and approved at monthly Board meetings as outlined under Article II. Refer to Club House Rules & Disciplinary Actions for current information.
Disciplinary Policy
The Portland Club may discipline its members for violating Club bylaws and rules, for failure to cooperate with a Club investigation, for damage to Club property, for lack of consideration given to fellow members or their guests, or for prejudice to the good order, welfare, and character of the Club, among other infractions. Refer to Club House Rules & Disciplinary Actions for current information.