By-Laws of the Tinmouth Community Fund

.docx TCF By-Laws

By-Laws of the Tinmouth Community Fund

Purpose of the Fund – Bylaws approved April 2022


The Tinmouth Community Fund (TCF) is a non-profit fund of the Town of Tinmouth with monies held by the Town of Tinmouth Treasurer in two separate Town checkbooks- one for the Community Fund and one for the Continuing Education Scholarship Fund and by the Vermont Community Foundation (VCF) in three named accounts:  Tinmouth Community Endowment Fund, The Tinmouth Community Reserve Fund and the Tinmouth Community Continuing Education Fund which is an endowed fund. The TCF manages the Community Fund Grant programs of the Town of Tinmouth, and the Continuing Education Scholarship Program of the Town of Tinmouth.  The purpose of the Tinmouth Community Fund is to provide funding of needed services and facilities for the well-being of the citizens of and for the sense of community in the Town of Tinmouth. The Fund also awards small business grants to Tinmouth residents. The Continuing Education Scholarship program aids Tinmouth residents in paying for continuing education. Grants are also made for summer or supplemental activities for children in grades K-12.  Additional grant opportunities may be accepted and/or created by the TCF board.  

  1. Governance

1.1. These are the Bylaws of the Tinmouth Community Fund Advisory Board of Directors (Board), an advisory board to the Vermont Community Foundation, and the entity designated by the Tinmouth Select Board to operate the Town of Tinmouth’s Community Fund Grant Programs and Continuing Education Scholarship Program. These Bylaws are approved by the Town of Tinmouth Select Board.  The Select Board will direct all new donations and/or the establishment of new scholarships to the TCF for administration and management.

1.2. The Board shall have the responsibility for the entire management of the business of the Fund, and for that purpose is vested with all the powers possessed by the Fund so far as this authority is not inconsistent with the laws of the State of Vermont and the By-Laws of the Vermont Community Foundation.

1.3. It is the responsibility of the Board to solicit and collect money for the Fund to be held in the Town of Tinmouth Community Fund Account or Continuing Education Fund Account overseen by the Town Treasurer or to forward funds to the Vermont Community Foundation (VCF) to invest for maximum return. It is also the Board’s responsibility to accept funds from individuals or other sources to support the activities of the Fund, to request funds annually from the VCF for the Town of Tinmouth to expend grants for activities in the Town of Tinmouth and K-12 and Continuing Education scholarships; to receive grant applications from projects and organizations in the Town of Tinmouth, process and approve these grants, to appoint working groups to conduct specific tasks for the Board and approve their recommendations, to monitor the success of these grants, and hold meetings, including an annual meeting, to discuss the progress of the Fund with the citizens of Tinmouth.

1.4. The Office of the Fund shall be the Tinmouth Town Clerk’s Office, located at 9 Mountain View Road, Tinmouth VT 05773.

1.5. The fiscal year of the Fund shall be January 1 to December 31.

  1. Members

2.1. A member of the Fund is a person who has contributed to the Fund in the preceding Fund year or is a registered voter in the Town of Tinmouth.

2.2. Members enjoy the privileges of participating in the Annual Meeting, being appointed to Working Groups, and standing for election as a Director.

  1. Directors

3.1. A nominee for Director must have been a contributor to the Fund in the preceding Fund year, or a registered voter in the Town of Tinmouth.

3.2. The number of Directors shall be no more than nine (9), but no less than three (3), as set from time to time by the Directors at either the Annual Meeting or at a Special Meeting called for the purpose.

3.3. Directors shall serve a three-year term. One third of the Directors shall be chosen at the annual meeting. Election may be by voice vote or show of hands, unless at least seven voters request a paper ballot. Each director shall serve until the Annual Meeting at which his or her term expires, or until his or her successor is duly elected and qualified.

3.4. Any vacancy in the office of Director may be filled by the remainder of the Board for the balance of the current year, or until a special members meeting called for that purpose shall fill such a vacancy.

  1. Meetings

4.1. The Annual Meeting of the Fund shall be held in Tinmouth, Vermont on a date determined by the Board of Directors annually.

4.2. The Board shall meet immediately after the Annual meeting of the members and at the same place to elect the officers of the Fund. No notice of such meeting need be given.

4.3. Periodic meetings of the Board of Directors shall be held in Tinmouth at such times as the Board of Directors shall determine.

4.4. Special meetings of the Board of Directors may be held at any time or place whenever called by the President, the Vice President, the Secretary, or by a majority of the Directors.

4.5. Notice of a special meeting of the Board shall be given or emailed to each Director, stating the purposes thereof, by any officer or director. Notices, meetings, agendas and minutes shall comply with the Vermont Open Meeting laws. Warnings and agendas shall be posted in at least three prominent places in town and in electronic communication platforms used by the Town.

4.6. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business. A majority of the members of the Board shall be required to decide any questions brought before such meeting.

4.7. Members of the Board of Directors and members of any working group designated by the Board may participate in an in-person meeting of such Board or working group with an option for virtual attendance and participation in such manner shall constitute presence in person at such meeting.

4.8. All meetings shall be duly warned and open to the public, as provided by Vermont Open meeting laws, except for portions of the meeting held in Executive Session.  Open Meeting Law requires a physical location for an in-person meeting.

4.9. Copies of minutes, orders, award recipients and other official documents of the Fund shall be on file at the Tinmouth Town Office and posted on the Town’s website.

 5. Working Groups

5.1. The Board of Directors may designate working groups for specific purposes. Members shall be appointed by the Board and may be Directors or Tinmouth Community Fund members as defined in 2.1.

5.2 Scholarship Programs

5.2.1. A scholarship working group or working groups shall be solicited annually, after asking for Director and Tinmouth member volunteers.

5.2.2. Continuing Education Scholarships shall be for education beyond high school –

including technical schools, apprenticeship programs, support for internships, undergraduate and graduate programs or other educational activities approved by the Scholarship Committee.

5.2.3.  The Continuing Education Scholarship Working Group shall advertise the availability of such scholarships, invite applications from qualified students, interview applicants if desired, and make and award scholarships according to a scoring rubric.  Financial need shall be scored as 40% of the score or such percentage as deemed appropriate by the Scholarship Working Group.

5.2.4. Additional scholarships may be available for K-12 students for non-school-funded activities for students in grades K-12. Applications shall be open to any resident of Tinmouth.  Applications for children younger than Kindergarten will be considered if the child is ready to attend the requested program as attested by the parent(s) or guardian(s).

5.2.5. Additional scholarships may be created by the Board and/or a third party.

5.2.6. The Board shall set the annual amount available for the scholarship programs prior to advertising the availability of scholarships. The working groups will determine the recipients and the amount to be given.

  1. Fiscal Responsibilities

6.1. The Board shall have the authority and responsibility to approve all expenditures and receive all donations intended for the Tinmouth Community Fund or Continuing Education Scholarship Fund.

6.2. The approval of the annual grant or scholarship allocation shall be determined by a majority vote of the full Board.

6.3. It is the intention to have this Fund continue indefinitely, therefore, it shall be prudent for the Board to use constraint in the issuance of grants. As a guide, the Board should generally limit the annual outlay of expenditures to the guidance provided by the Vermont Community Foundation in the January Statement. In rare circumstances the Board may spend more of the fund balance than the annual guidelines so long as the purpose of the funding meets the mission of the Fund and is approved by majority of the Board.

6.4. The Spending Policy Calculation provided in the VCF year end statement shall be used to develop the annual allocation of funds for annual awards. The annual allocation for each program may also include funds that are raised by donation or other means.

6.5. Any restricted donation/grant received by the Fund shall be administered by the Board in accordance with its provisions.

6.6. Neither the Board nor any officer shall have the authority to obtain credit against any current or future assets of the Fund.

6.7. The TCF Treasurer shall coordinate with Vermont Community Foundation, make grant requests to it after approval by the Board, monitor progress of the donor advised fund at Vermont Community Foundation and funds held for Tinmouth Community Fund by the Town Treasurer, and report periodically to the Board and to the Annual Meeting on the status of the Funds and the finances of the Tinmouth Community Fund and grants made by the Community Fund and Continuing Education Scholarship Programs.

  1. Officers

7.1. The officers of the Fund shall be a President, Vice President, Treasurer, and Secretary, each of whom shall be elected by the Board. The Board may also appoint such other officers or agents as it may deem advisable and prescribe the duties thereof.

7.2. The President shall be the chief executive officer of the Fund. He/She shall have all the powers and duties which are usually vested in the Office of President of the Fund, together with such other duties as the Board shall designate. The President shall preside at all meetings of the Board.

7.3. The Vice President shall have such power and perform such duties as may be delegated to him/her by the Board. In the absence or disability of the President, the Vice President may perform the duties and exercise the powers of the President.

7.4. The Treasurer shall approve and pay all the bills and keep the books of the Fund in accordance with good accounting practices. The Treasurer will prepare and sign orders for payments to grant or scholarship recipients approved by the Board. The Town Treasurer will prepare and sign checks for expenditures and deposit donations to the Community and Scholarship Funds into the checkbooks managed by the Town Treasurer.

7.5. The Secretary shall keep the minutes of all meetings of the Directors and members and shall attend to the giving and serving of all notices to the Directors and Officers and other notices required by the By-Laws and Open Meeting Law.

  1. Compensation

No salary or other compensation shall be paid to any officer, employee or agent of the Fund unless first voted by the members at an Annual Meeting.

  1. Indemnification of Officers and Directors

9.1. Any officer or Director of the Fund now or hereafter serving as such shall be indemnified by the Fund against any and all claims and liabilities to which he/she has or shall become subject by reason of serving or having served as such officer or Director, or by reason of any action alleged to have been taken, omitted or neglected by him/her as such officer or Director; and the Fund shall reimburse each such person for all legal expenses reasonably incurred by him/her in connection with any such claim or liability.

9.2. The amount paid to any officer or Director by way of indemnification shall not exceed his/her actual, reasonable and necessary expenses incurred in connection with the matter involved.

9.3. The right of indemnification hereinabove provided for shall not be exclusive of any rights to which any officer or Director of the Fund may otherwise be entitled by law.

  1. Amendment

10.1. The By-Laws may be amended, added to, or repealed by a majority of the Board, provided notice of the proposed changes is given in the notice of the meeting.

10.2. Changes in the Bylaws shall, upon approval by the Board, be presented to the Tinmouth Select Board for approval. They shall go into effect upon approval by the Select Board.

The original bylaws were adopted by the directors at the Organizational Meeting of the Directors, held on the 6th day of December 1999, and first amended November 28, 2000.

These revised Bylaws were adopted by the Board at a special meeting held on March 31, 2014 and approved by the Tinmouth Select Board on April 3, 2014.

These revised Bylaws were adopted by the Tinmouth Community Fund at their Annual Meeting held on March 2, 2019.

These bylaws were approved by the Tinmouth Select Board on March 14, 2019.

These bylaws were approved by the Tinmouth Community Fund at their meeting held on April 13, 2022.

  1. Non-Profit Fund

The TCF changed from a donor-advised fund to a non-profit fund with the Vermont Community Foundation on March 26, 2015.

___________________________________Secretary, Tinmouth Community Fund              date______________


___________________________________ President, Tinmouth Community Fund              date______________


___________________________________ Tinmouth Select Board                                        date______________


___________________________________ Tinmouth Select Board                                        date______________


___________________________________ Tinmouth Select Board                                        date______________


Date of Tinmouth Select Board meeting at which By-law changes were approved _______________.