By Laws

ARTICLE ONE:

Section 1. Meetings/Election of Directors/Change of Meeting Place. The annual meeting of the members of the corporation shall be held at a location designated by the Board of Directors or in the absence of any such designation, such place as may be designated by the Clerk, in the notice of the meeting or the place to which any annual meeting shall be adjourned. If neither the Board of Directors nor the Clerk designates a location, the annual meeting shall be held at the registered office of the corporation. The annual meeting shall be held on the last Saturday in July at 10 o'clock in the forenoon in each year to elect a Board of Directors, to hear the reports of the officers, and to transact other business. If the day fixed for the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding Saturday not a legal holiday.
If there shall be a failure, for whatever reason, to hold the annual meeting for a period of 30 days after the date for such meeting specified in the bylaws, a substitute annual meeting may be called by any person or persons entitled to call a special meeting of the members.
If the election of Directors shall not be held on the day designated for an annual meeting, or on a day at which the meeting has been adjourned, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as reasonably convenient. At such special meeting the members may elect the Directors and transact other business with the same force and effect as at an annual meeting duly called and held.

Section 2. Special Meetings. Special meetings of the members may be called by the President or by the Board of Directors or not less than 25% of the members having voting rights.

Section 3. Notice of Meetings. Written notice (including e-mail) of the place, date and hour, and in the case of a special meeting the purpose, of every meeting of members, shall be given by the Clerk or by any other officer designated by the Directors or these by-laws at least seven days and not more than fifty days before the meeting, to each member entitled to vote at the meeting, unless other adequate notice has been given pursuant to these by-laws.

If a special meeting is called upon written member application and the Clerk shall be unable or shall refuse to give notice, then notice may be given by any other officer of the corporation. Such notice may be delivered in hand to each member entitled to notice, at his/her residence or usual place of business or mailed to him/her, postage prepaid, addressed to his/her address, or e-mailed to him/her at his/her address, as each appears in the records of the CORPORATION. No notice of any meeting need be given a member if a written waiver of notice executed before or after the meeting by the member, or his/her authorized attorney, is filed with the records of the meeting, and, if notice of a special meeting shall be waived by all members entitled to notice, no call of such special meeting shall be required.

Section 4. Notice of Adjourned Meeting. Notice of a meeting adjourned, for whatever reason, if adjourned for less than 30 days, need not be given if the time and place of the adjourned meeting are announced at the meeting at which the adjournment is taken. When a meeting is adjourned for more than 30 days, notice of the adjourned meeting must be given as provided for in noticing meetings of the members.

Section 5. Quorum. At all meetings of the members, a quorum for the transaction of any business unless otherwise provided in another Article, shall consist 25 members of the corporation, present in person or by proxy entitled to vote.

Section 6. Action Without Meeting. Any action required or permitted at any meeting of the members, including the election of Directors or officers, may be taken without a meeting if written consents, setting forth the action so taken, are signed by the members entitled to vote on such action and are filed with the Clerk of the corporation as part of the corporate records.

Section 7. Voting. A majority of the votes entitled to be cast on a matter to be voted upon by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption of the matter unless a greater proportion is required by law or by these by-laws. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his/her duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. Where Directors or officers are to be elected by members or any class or classes of members, such election may be conducted by mail, e-mail, or similar technology developed in the future, including voting via e-mail on the basis of a proxy, in such manner as the Board of Directors shall determine.

ARTICLE TWO: DIRECTORS

Section 1. Number/Term/Vacancies. The property, affairs and business of the
corporation shall be managed by a Board of Directors who need not be legal
residents of the State of Maine. The number of Directors shall initially be 15. The number of directors may be increased or decreased from time to time by amendment to the bylaws except that such number shall never be less than 3. Each director shall hold office until the next annual meeting of members and until his/her successor shall have been elected and qualified.
The term of office of a director elected at the annual meeting of the members shall be one (1) year for the first year of operation. At the second election of directors seven (7) directors shall be elected for one (1) year terms. The remaining eight (8) directors will be elected for two (2) year terms. In succeeding years all directors shall be elected to two year terms. This will ensure that no more than eight (8) directors will vacate the board in all future years. A director elected by the members at other than the annual meeting of members shall hold office until the next annual meeting of members and the election and qualification of his successor.

If a vacancy or vacancies shall occur, for any reason, in the Board of Directors, including an increase in the number of the Board of Directors, the remaining Directors or director may, quorum requirements notwithstanding, elect a successor or successors by a vote of a majority of the remaining directors, to hold office for the unexpired term of his/her predecessor in office.

Section 2. Increase or Decrease. The members of the corporation may increase or decrease the number of Directors within the limits provided in Section 1 above at any duly called meeting. If the number of Directors is increased by the members, the additional Directors shall be elected by the members at the meeting authorizing the increase. If the number of Directors is decreased by the members, the decrease shall become effective to the extent made possible by vacancies in the office of director or by resignations and no director may be removed solely for the purpose of affecting such decrease.

Section 3. Removal. At a special meeting of members called expressly for that purpose, the entire Board of Directors or any individual director may be removed, with or without cause by a vote of the members as provided in this section. Removal of a director or of the entire Board of Directors shall occur only by the affirmative vote of 2/3rds of the members entitled to vote for directors.

Section 4. Meetings. The Board of Directors of the corporation shall meet at a location to be determined by the Board within the United States as may from time to time be fixed by resolution of the Board or as may be specified in the notice of the meeting. Regular meetings of the Board of Directors shall be held at such time as the Board may by resolution fix; special meetings may be held at any time upon the call of the President or a Vice President or the Clerk, or of any two Directors, or one director if there is only one, by written, e-mail or telegraphic notice specifying the date, place and hour of the meeting served on or sent or mailed to each director not less than two days before the meeting.

An annual meeting of the Board of Directors may be held without notice immediately after, and/or before, the annual meeting of members. Notice of a meeting need not be given to a director if a written waiver of notice, executed by him/her before or after the meeting, is filed with the records of the meeting; notice need not be given to any director attending a meeting without protesting the lack of notice prior to or at the commencement of the meeting.

Attendance of a director at any meeting shall constitute a waiver of notice except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

The members of the Board of Directors, or of any committee designated by the Board of Directors, may participate in a meeting of the Board or of any such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.

Section 5. Committees. The Board of Directors may elect from the Board an Executive Committee or other committee or committees who shall have and exercise such powers of the Board as may be permitted by law and as shall be conferred upon such committee by the Board. So far as applicable, the conduct of the meetings of the Board of Directors shall govern the meetings of the Executive Committee or the other committees described in and formed pursuant to this Article. The Board of Directors shall have power at any time to fill vacancies in, change the membership of, or discharge any such committee.

SEE SECTION TEN FOR UNANIMOUS ACTION BY NON-EXECUTIVE COMMITTEES.

Section 6. Management. The Board of Directors shall have the entire charge, control and management of the corporation and its property and business and may exercise all or any of its powers. Among other things the Board may, unless otherwise provided in another Article, (1) determine the qualification for classes of membership in the corporation from time to time in its discretion for such considerations as the Board shall determine and as may be permitted by law; (2) determine the amounts and distribution of any and all funds; (3) appoint and, at its discretion, remove or suspend such subordinate officers, agents and employees as it thinks fit and determine their duties; (4) appoint any officer, permanently or temporarily to have the powers and perform the duties of any other officer; (5) appoint any persons to be agents of the corporation (with the power to sub-delegate); (6) require any officer to give bond; and, (7) appoint any person or persons to accept and hold in trust for the corporation any property belonging to the corporation or in which it is interested and cause such instruments to be executed, and do and cause to be done such things as it may deem requisite, in relation to any such trust.

Section 7. Quorum and Voting. Unless otherwise provided in another Article, a majority of the members of the Board of Directors acting at a meeting duly assembled and entitled to vote shall constitute a quorum for the transaction of business but in no event shall a quorum consist of less than 1/5th of the number of directors so fixed or stated. The act of a majority of the Directors present at a meeting at which a quorum exists shall be the act of the Board of Directors. If at any meeting of the Board of Directors, a quorum shall not be present, a majority of the Directors present may adjourn the meeting, without further notice, from time to time until a quorum shall have been obtained.

Section 8. Unanimous Action by Directors / Committee Members/ Consents

Any action required to be taken, or that may be taken, at a meeting of the directors or of an executive or other committee of the directors for the corporation and formed pursuant to this Article, may be taken without a meeting if all of the directors, or all of the members of the committee, as the case may be, sign written consents setting forth the action taken or to be taken, at any time before or after the intended effective date of such action. Such consents shall be filed with the minutes of the directors’ meetings or committee meetings, as the case may be, and shall have the same effect as a unanimous vote.

Section 9. Informal Action by Directors / Committee/ Failure to Promptly
Object

Action taken without a meeting by agreement of a majority of directors or the executive committee of the Board or other such committee formed pursuant to this Article shall be deemed action of the Board of Directors if all members of the Board or committee know of the action taken and no member makes prompt objection to such action in writing.
If a meeting otherwise valid of the Board of Directors or of any Committee is held without call or notice where such is required, any action taken at such meeting shall be deemed ratified by a director or committee member who did not attend, unless, after learning of the action taken and of the impropriety of the meeting, he/she makes prompt objection thereto.
Objection by a member, director or committee member shall be effective only if written objection to the holding of the meeting or to any specific action so taken is file3d with the Clerk or the secretary of the corporation.

ARTICLE THREE: OFFICERS

Section 1. General/Election. The officers of the corporation shall consist of a President, a Vice President, a Secretary or Clerk, a Treasurer and such other officers and assistant officers as may be deemed necessary, each of whom shall be elected by the Board of Directors, as soon as may be after its election in each year, at a meeting convened for such purpose, and any other purposes. The Board of Directors may appoint one or more Vice Presidents and such Assistant Clerks, Assistant Treasurers and such other officers, including a Secretary to the Board of Directors, legal representatives, and agents and employees as it may deem proper.

Section 2. Term of Office. The term of office of all officers shall be one year and until their respective successors are elected and qualify, but any officer may at any time be removed from office, with or without cause, as provided by law, or by the affirmative vote of a majority of the members of the Board of Directors then in office at a meeting called for the purpose unless otherwise provided in another Article, whenever in their judgment the best interests of the corporation will be served thereby.
A vacancy in any office for any reason may be filled for the unexpired portion of the term by the Board of Directors. Such removal shall be without prejudice to contract rights, if any. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be, but need not be, filled by the Board of Directors for the unexpired portion of the term.

Section 3. President. The President when present shall preside at all meetings of the members and all meetings of the Board of Directors. He/She shall, unless otherwise provided in another Article, be the chief executive officer of the corporation and shall have general operating charge of its business. As soon as reasonably possible after the close of each fiscal year, upon written request of the Board of Directors, or any director, he/she shall submit to the Board a report of the operations of the corporation for such year and a statement of its affairs, and shall from time to time report to the Board all matters within his/her knowledge which the interests of the corporation may require to be brought to its notice. The President shall perform such duties and have such powers additional to the foregoing as the Board may designate.

Section 4. Vice President. In the absence or disability of the President, his/her powers and duties shall be performed by the Vice President designated for the purpose by the Board. Each Vice President shall have such other powers and perform such other duties as the Board shall from time to time designate.

Section 5. Treasurer. The Treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories as shall be authorized by the Board. He/She shall disburse the funds of the corporation as ordered by the Board, taking proper vouchers for such disbursements. He shall promptly render to the President and to the Board such statements of his transactions and accounts as the President and Board respectively may from time to time require. If required by the Board he shall give bond in such amount, with such security and in such form as the Board shall determine. The Treasurer shall perform such duties and have such additional powers as the Board may designate.

Section 6. Secretary / Clerk. The Clerk shall, unless the corporation has designated a Resident Agent in the manner provided by law, be a resident of the State of Maine. It shall be his/her duty to record in books kept for the purpose all votes and proceedings of the members and, if there be no Secretary, of the Board of Directors. The Clerk shall perform such duties and have such additional powers as the Board shall designate. The Assistant Clerk, if one is elected or appointed, shall perform the duties of the Clerk during the Clerk's absence as well as such other duties as may be assigned to him/her by the Board. In the absence of the Clerk or Assistant Clerk at any meeting of members or, if there is no Secretary, at a meeting of the Board of Directors, a Clerk pro tempore shall be chosen at the meeting to perform the duties of the Clerk.

ARTICLE FOUR: LOANS TO DIRECTORS AND OFFICERS PROHIBITED

SECTION 1. No loans shall be made by the corporation to its directors or officers. Any director or officer who assents to or participates in the making of any such loan shall be liable to the corporation for the amount of such loan until the repayment thereof, with reasonable interest as the Board of Directors by majority vote in their sole discretion shall determine with any director or officer who has caused, participated in or enable said action, whether or not consummated, not permitted to vote.

ARTICLE FIVE. COMPENSATION / DISTRIBUTIONS / REIMBURSEMENT OF EXPENSES OF OFFICERS, DIRECTORS AND OTHERS

SECTION 1. No part of the income or profit of the corporation shall be distributed to its members, directors or officers. The corporation may pay compensation in reasonable amount to its members, directors, or officers for services rendered, and may confer benefits upon its members in conformity with its purposes and the Maine Non-Profit Corporation Act.
Any member, director or officer may be reimbursed for expenses duly authorized and paid on behalf of the corporation whether before or after the payment has been made provided that all such disbursements are presented for payment, to the Board of Directors and the Treasurer, in writing, within 45 days of the date of the disbursement, and, the Board gives its written approval. If the Board requests additional documentation, it shall promptly be supplied subject to dismissal of the request for failing to produce the documentation or provide a reasonable explanation of the reasons it cannot be produced.

ARTICLE SIX: RESIGNATION OF DIRECTORS / OFFICERS.

SECTION 1: Resignation. Any officer and any director may resign at any time by delivering his/her resignation to the corporation at its principal office or to the President, Clerk or Secretary. The resignation shall be effective at the time or upon the happening of the condition, if any, specified therein or, if no such time or condition is specified, upon its receipt.

ARTICLE SEVEN: INDEMNIFICATION OF OFFICERS, DIRECTORS EMPLOYEES AND AGENTS.

SECTION 1. The corporation shall indemnify, to the extent of any available insurance, or may indemnify as the Board of Directors shall determine, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative, by reason of the fact that he/she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, limited liability company or other enterprise, against expenses including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding. Provided that no indemnification shall be permitted for any matter in which said person shall have been determined not to have acted in good faith in the reasonable belief that his/her action was in the best interests of the corporation or with respect to any criminal action or proceeding, in which he/she had reasonable cause to believe that his/her conduct was unlawful.

ARTICLE EIGHT: MAINTENANCE AND INSPECTION OF RECORDS

Section 1. The corporation shall maintain in the State of Maine the original or attested copies of its Articles of Organization, by-laws and records and minutes of all meetings, as well as records which shall contain the names of all members and the record address of each. Such copies and records may be maintained at the principal office of the corporation or the office of the Clerk and shall be open at all reasonable times to the inspection of any voting member, officer or director or agent for any such person for a proper purpose upon five business days after receipt of the written request to the Board of Directors which receipt shall precede the date of inspection The inspecting party shall pay, or prepay as the Board of Directors or any director or officer sees fit, the reasonable cost of copies made. The Board of Directors, a director or any officer may impose reasonable restrictions on the use or distribution of the records by any such person as it/he/she sees fit.
The only proper purpose for which a voting member may inspect and copy books or records is the purpose of enabling the member to fulfill duties and responsibilities conferred upon members by the Articles of Incorporation or these by-laws or by law.

ARTICLE NINE: CHECKS, NOTES, DRAFTS AND OTHER INSTRUMENTS

Section 1. Checks, notes, drafts and other instruments for the payment of money drawn or endorsed in the name of the corporation may be signed by any officer or officers or person or persons authorized by the Board of Directors to sign the same. No officer or person shall sign any such instrument as aforesaid unless authorized by said Board to do so.

ARTICLE TEN: COMMITTEES

Section 1. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, which committees, to the extent provided in said resolution, shall have and exercise the authority as granted by the Board of Directors in the subject matter under their auspices. Except as otherwise provided in any resolution of the Board of Directors adopting a committee, members of each such committee shall be members of the corporation. Any member thereof may be removed by the Board of Directors by majority vote of the entire Board whenever in their judgment the best interests of the corporation shall be served by such removal.

Section 2. Each member of a committee shall continue as such until the next annual meeting of the members of the corporation and until his/her successor is appointed, unless the committee shall be sooner terminated by the Board of Directors, unless such member be removed from such committee by the Board of Directors, or unless such member cease to qualify as a member thereof as the Board of Directors in its exclusive discretion shall determine.

Section 3. Each committee shall elect a chair from among the committee members.

Section 4. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments, that is by the Board of Directors.

Section 5. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Section 6. Each committee may adopt rules for its own government not inconsistent with these by-laws or with rules adopted by the Board of Directors provided that all such rules shall be given to and approved by the Board of Directors.

ARTICLE ELEVEN: CONTROL OVER BY-LAWS

Section 1. These by-laws may be altered, amended or repealed and any new by-laws adopted at any annual or special meeting of the Board of Directors.

ARTICLE TWELVE: EFFECT OR PROVISIONS OF LAW AND ARTICLES OF ORGANIZATION

Section 1. Each of the provisions of these by-laws shall be subject to and controlled by any specific provisions of law or the Articles of Organization which relate to their subject matter, and shall also be subject to any exceptions, or more specific provisions, dealing with the subject matter, appearing elsewhere in these by-laws as amended from time to time.

ARTICLE THIRTEEN: FISCAL YEAR

Section 1. The fiscal year of the CORPORATION shall begin on the first day of July and end on the last day of June in each year.

ARTICLE FOURTEEN: DUES AND OTHER AMOUNTS DUE THE CORPORATION

Section 1. The Board of Directors may determine from time to time the amount of initiation fee, if any, and annual dues payable to the corporation by its members or by members of each, or any, class, if the corporation is comprised of more than one class.

Section 2. Dues shall be payable in advance on the first day of July in each fiscal year. Dues of a new member shall be prorated from the first day of the month in which such new member is elected, or accepted, to membership, for the remainder of the fiscal year of the corporation.

Section 3. When any member of any class shall be in default on payment of any amount of dues or any other amounts due the corporation, all rights of membership shall cease immediately on the day following the day of default. If the day of default is in issue, the Board of Directors shall determine in its sole reasonable discretion the day.
Automatic reinstatement may occur, in the discretion of the Board of Directors, upon full payment within 60 days from the default date of all amounts due.
Should payment of dues or other amounts due not occur for a period of 60 days from the beginning of the fiscal year or period for which such dues or other amount became payable, his/her membership shall thereupon terminate without any action by the Board of Directors subject to reinstatement upon payment of dues and any other amounts the Board of Directors deems to be due, by action of the Board of Directors should they see fit to permit reinstatement.

ARTICLE FIFTEEN: WAIVER OF NOTICE

Section 1. Whenever any notice is required to be given under the provisions of the State of Maine Non-Profit Corporation Act or under the provisions of the articles of organization or the by-laws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.