Bylaws 

of 

Friends of Camden Hills State Park

 

ARTICLE I. ARTICLES OF INCORPORATION.

 

            The name of this Corporation shall be as set forth in the Articles of Incorporation. These Bylaws, the powers of this Corporation and of the Members, Directors, and Officers, and all matters concerning the conduct and regulation of the affairs of this Corporation shall be subject to the Articles of Incorporation in effect from time to time, and to the applicable provisions of the Maine Nonprofit Corporation Act, Title 13-B of the Maine Revised Statutes (the “Act”). The principal place of business of this Corporation shall be located in such place in the State of Maine as the Board of Directors shall from time to time determine.

 

ARTICLE II. PURPOSE.

 

            In addition to any purpose set forth in the Articles of Incorporation, the purpose of this charitable, educational, and scientific Corporation shall be to lessen the burdens of government by supporting Camden Hills State Park. This Corporation may fulfill such purpose by, among other things: (i) raising funds; (ii) organizing volunteer activities; (iii) sponsoring events; and (iv) supporting research. This Corporation may undertake any other appropriate activities in furtherance of such purpose, and may enter into appropriate arrangements with others to fulfill such purpose. This Corporation shall be organized and operated solely for charitable, educational, and scientific purposes within the meaning of § 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), and solely as a public benefit corporation within the meaning of the Act, 13-B M.R.S. § 1406(1).

 

ARTICLE III. MEMBERS.

 

            Section 1.        MEMBERS. There shall be both individual and corporate/organizational Members of this Corporation.   

 

            Section 2.        ELIGIBILITY. Any person, including an individual, trust, estate, partnership, association, municipality, company, or corporation, that makes a contribution in cash or in kind in keeping with the policies of this Corporation shall become a Member in good standing of this Corporation.

 

            Section 3.        ENROLLMENT. Membership shall be recorded on the books of this Corporation maintained for that purpose, together with a record of the amounts of donations.

 

            Section 4.        DUTIES AND PRIVILEGES. Members in good standing are entitled to all the benefits and privileges associated with their membership. Each Member in good standing shall be entitled to one vote. Only Members in good standing are entitled to vote at meetings of this Corporation, or to serve as Officers or Directors.      

 

            Section 5.        DUES. The Board of Directors shall establish dues for one or more membership categories from time to time. The membership of any Member shall terminate at the end of the period for which said Member has made an appropriate contribution.

 

ARTICLE IV. MEETINGS OF THE MEMBERS.

 

            Section 1.        ANNUAL MEETING. The Annual Meeting of the Members shall be held at such place and time as the Directors may determine. The purpose of the Annual Meeting shall be to receive annual reports of the operations and financial condition of the Corporation, to elect Directors and Officers, and to transact any other business that may properly come before the meeting.

 

            Section 2.        SPECIAL MEETINGS. Special meetings of the Members may be called at any time by the President, the Board of Directors, or by petition in writing filed with the Secretary signed by not fewer than twenty-five Members or ten percent of the enrolled membership, whichever is less. No business may be transacted at any special meeting that is not specified in the notice of meeting.

 

            Section 3.        NOTICE. At least seven (7) days’ written notice shall be given of all meetings of the Members stating the date, time, and place of such meeting, and the purpose or purposes for which the meeting is called.

 

            Section 4.        VOTING. At any meeting of the Members, twenty members or five percent of the total membership as of the close of the last fiscal year, whichever is less, shall constitute a quorum. In the absence of a quorum, the Members then present shall have the power to adjourn from time to time until a quorum appears. Each Member shall have one vote. There shall be no voting of proxies at any meeting of the Members. Members may participate in meetings of the Members by means of videoconferencing, web conferencing, telephone conference call, or similar communications equipment that permits all persons participating in the meeting to hear each other at the same time, in accordance with the Corporation’s Remote Participation Policy, and participation by such means shall constitute presence in person at a meeting.

 

ARTICLE V. BOARD OF DIRECTORS.

 

Section 1.     POWER AND QUALIFICATIONS.

 

1. Membership. The general management of the affairs of this Corporation shall be vested in a Board of Directors consisting of at least three (3) persons and no more than fifteen (15) persons. The person then holding the position of Park Manager of Camden Hills State Park shall be an ex officio non-voting Director, with all the fiduciary duties pertaining to other Directors.

 

1. Power. Except as otherwise limited by the provisions of these Bylaws and the Articles of Incorporation, the Board of Directors shall have and may exercise all of the powers allowed to nonprofit corporations under the laws of the State of Maine; may establish such rules and policies as are necessary and convenient for the proper operation of this Corporation; shall have and may exercise full power and authority over all aspects of the business and affairs of this Corporation; and shall be solely responsible for the proper governance, management, control and operation thereof. The Board of Directors may delegate any part of such power to any Officer or to any Committee of the Board; provided, however, that no such assignment, referral, or delegation of authority by the Board of Directors shall preclude the Board from exercising its authority, and that the Board shall at all times retain the right to rescind any such delegation of authority.

 

Section 2.     ELECTION. The Members shall elect Directors at each Annual Meeting, or at a special meeting as needed to fill a vacancy on the Board.

 

Section 3.     TERM OF OFFICE. The terms of Directors shall be staggered so that as nearly as possible, one-third of the Board shall be elected every year. Except for the initial Board consisting of Directors elected to various terms of one, two and three years in order to achieve the staggered terms required by the preceding sentence, each Director shall serve for a term of three (3) years, or, if appointed or elected to fill a vacancy, for the balance of the term of the Director being replaced. All Directors shall serve until the Annual Meeting of the year in which that Director’s term expires and thereafter until that Director’s successor is elected and qualified. 

                                               

Section 4.     RESIGNATION. Any Director may resign at any time by giving written notice of such resignation to the President or Secretary. Such resignation shall be effective at the time specified therein, or if no time is specified, upon receipt by the President or Secretary.

 

Section 5.     REMOVAL. 

 

1. A Director may be removed with or without cause by the vote of two-thirds (2/3) of the disinterested Directors, at a meeting of the Board duly called for such purpose. In all cases, the removal of Directors from office shall only be in accordance with the applicable provisions of law, the Articles of Incorporation, and these Bylaws.

 

1. Any of the following shall constitute good cause for the removal of a Director: (i) violation of this Corporation’s policies regarding conflict of interest; (ii) realization of personal financial gain as a result of Board membership; (iii) breach of confidentiality; (iv) abusive speech or conduct; (v) actively working to subvert decisions of the Board; (vi) fraudulent or dishonest conduct; (vii) gross abuse of authority or discretion; or (viii) any other breach of the duties of a director as set forth in the Act, 13-B M.R.S. §§ 701 et seq.

 

1. The failure of a Director to attend three (3) Board meetings in any one year, without having been excused from such attendance in accordance with the Board’s attendance policy, shall be deemed a resignation from the Board of Directors.

 

Section 6.     VACANCIES. If the office of any Director shall become vacant by reason of death, resignation, disability, retirement, disqualification, removal from office, or for other cause, the remaining Directors may elect one or more successors thereto for the unexpired term of such Director, or until the Members elect a successor.

 

ARTICLE VI. MEETINGS OF THE BOARD OF DIRECTORS.

 

Section 1.     REGULAR MEETINGS. Regular meetings of the Board of Directors shall be at such place and time as the Board may from time to time determine. 

 

Section 2.     SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by any two (2) Directors, or by the President.

 

Section 3.     NOTICE. Reasonable written notice shall be required of any regularly scheduled meeting of the Board of Directors. Forty-eight (48) hours notice of any special meeting shall be given each Director, stating the purpose for which the special meeting is called. 

 

Section 4.     QUORUM AND VOTING. A majority of the Directors then serving shall constitute a quorum at all meetings of the Board of Directors. When a quorum is present, voting at any meeting shall be by vote of a majority of the members of the Board present, unless these Bylaws expressly require otherwise. If a quorum is not present, the Directors then present may adjourn the meeting, without notice other than announcement at the meeting, until a quorum shall be present. At any such adjourned meeting at which a quorum shall be present, any business that might properly have been transacted at the meeting as originally notified may properly be transacted.

 

Section 5.     ACTION WITHOUT A MEETING. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if all of the Directors sign written consents setting forth the action to be taken at any time before the intended effective date of such action. Such consents shall be filed with the minutes of the meeting of the Board and shall have the same effect as a unanimous vote.

 

Section 6.     REMOTE PARTICIPATION IN MEETINGS. Directors may participate in meetings of the Board by means of videoconferencing, web conferencing, telephone conference call, or similar communications equipment that permits all persons participating in the meeting to hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.

 

Section 7.     CONDUCT OF MEETINGS. The Board of Directors shall decide from time to time what rules shall govern the conduct of its meetings. In the absence of any other rules so adopted, conduct of such meetings shall be in accordance with the most current edition of Robert’s Rules of Order.

 

Section 8.     WAIVER OF NOTICE. Whenever any written notice is required to be given by these Bylaws, a waiver of notice signed either before or after the action for which notice is required shall have the effect of written notice.

 

Section 9.     VOTING. Each Director shall be entitled to one vote on any matter before the Board of Directors. There shall be no cumulative voting or voting by proxies at meetings of the Board of Directors.

 

Section 10.   ADDITIONAL ADVISORS. The Board of Directors or the President may invite additional individuals with expertise in pertinent areas to meet with and advise the Board of Directors. Such advisors shall not vote nor be counted in determining the existence of a quorum and shall be excluded from any executive session of the Board unless invited by a majority vote of the Directors then present.

 

ARTICLE VII. OFFICERS.

 

 Section 1.    ENUMERATION. The Officers of this Corporation shall be a President, a Secretary, a Treasurer, and such other officers as the Board may from time to time determine. Any two or more offices may be held by the same person.

 

 Section 2.    ELECTION AND TERM. The Members, at the Annual Meeting or a special meeting in lieu thereof, shall elect all Officers, who shall hold office for a term of one (1) year or until their successors are elected.

 

Section 3.     POWERS. The Officers shall have the powers and shall perform the duties customarily belonging to their respective offices or assigned to them by the Board of Directors, including but not limited to the powers and duties listed below:

 

1. President. The President shall preside at all meetings of the Board of Directors at which the President is present. The President shall sign for this Corporation all documents that the President is required to sign by law or by specific authorization of the Board of Directors, including deeds of conveyance, major corporate documents, and agreements or formal instruments that require and have received the specific authorization and approval of the Board of Directors. The President shall have the power to appoint all committees that are responsible to the President. The President shall be an ex-officio, non-voting member of all committees of this Corporation, and shall fulfill the statutory office of President of this Corporation. 

 

1. Secretary. The Secretary shall keep records of all meetings of the Board of Directors and make a report thereon and shall issue calls and notices of meetings.

 

1. Treasurer. The Treasurer shall be in charge of all monies, funds, and securities of the Corporation, and shall cause to be rendered to the Members at the Annual Meeting and to the Board of Directors whenever so requested by them an accurate account of all sums received and disbursed during the preceding fiscal year or other relevant time period and of all sums and funds that are not expended.

 

Section 4.     RESIGNATION. Any Officer may resign at any time by giving written notice of such resignation to the President or Secretary. Such resignation shall take effect at the time such notice is received or at any later time specified in such notice, and, unless otherwise specified in such notice, the acceptance of such resignation shall not be necessary to make it effective.

 

 Section 5.    REMOVAL. When in the judgment of the Board of Directors the best interests of this Corporation will be served thereby, any Officer may be removed from office either with or without cause by action of the Board. Such removal shall be without prejudice to contract rights, if any, of the person so removed. Election or appointment of an Officer shall not of itself create any contract rights.

 

Section 6.     VACANCIES. A vacancy in any office may be filled by the Board, for the unexpired term of the person who vacated the office. 

 

Section 7.     DELEGATION OF DUTIES. In case of the absence or disability of any Officer or of any person authorized to act in such Officer’s place, the Board of Directors may from time to time delegate the powers and duties of such Officer to any other Officer, Director, or other person whom the Board of Directors may select, during the period of such absence or disability.

 

ARTICLE VIII. ADMINISTRATION AND COMMITTEES.

 

Section 1.     CHIEF EXECUTIVE OFFICER.

 

1. Appointment. The Chief Executive Officer, if any, shall be responsible to the Board for the operations and programs of this Corporation and shall have the authority to select and appoint other administrative officers of the Corporation, in consultation with the Corporation’s President and Board of Directors. The Chief Executive Officer may be referred to by another title, such as the Executive Director, in the discretion of the Board of Directors. The President, in the discretion of the Board, may serve as the Chief Executive Officer.

 

1. Duties. The Chief Executive Officer (or, in the Chief Executive Officer’s absence, the Chief Executive Officer’s nominee) shall be the administrative head of the Corporation, subject to the general authority of the Board of Directors. The Chief Executive Officer shall administer the policies of the Board of Directors, shall supervise and coordinate the functions of all Corporation services, shall develop standards and methods for measurement of Corporation activities, shall submit periodic reports to the Board of Directors concerning the performance of said responsibilities, shall handle routine matters of concern to the Corporation between meetings of the Board of Directors, shall oversee the routine operation of this Corporation, and shall have such other duties and powers and assume such other responsibilities as the Board of Directors may, from time to time, determine. Any action taken by the Chief Executive Officer in an emergency and not otherwise authorized hereunder must be ratified by the full Board of Directors within a reasonable amount of time.

 

            Section 2.        REGISTERED AGENT. 

 

                        A.        Appointment. The Board of Directors shall appoint a Registered Agent, who may be appointed to serve for an indefinite period of time, and may appoint a new Registered Agent at any time.

 

                        B.        Qualifications. The Registered Agent need not be a Director nor an Officer of the Corporation, but must be a resident of the State of Maine.

 

                        C.        Duties. The Registered Agent shall perform the duties described in 13-B M.R.S. § 304-A and 5 M.R.S. Chapter 6-A. 

 

Section 3.     COMMITTEES.

 

1. Executive Committee. The Board of Directors may establish an Executive Committee of the Board of Directors comprised of the President, and such other Directors as determined by the Board of Directors who shall serve at its pleasure. The Executive Committee shall have such powers, duties and procedures as determined from time to time by vote of the Board of Directors, including (if so provided by the Board) the power to bind the Corporation without further vote or ratification of the Board of Directors; except that no Executive Committee shall have or shall exercise the authority of the Board of Directors to: 

 

(i)        Amend the Articles of Incorporation or Bylaws;

 

(ii)       Adopt a plan of merger or consolidation for the Corporation;

 

(iii)      Approve the sale or other disposition of all or substantially all of the property and assets of the Corporation other than in the usual course of its business; or

 

(iv)      Approve the voluntary dissolution of the Corporation or revocation of such dissolution.

 

The Executive Committee shall report to the Board of Directors at such times and in such manner as determined by the Board.

 

1. Other Standing Committees. The Board of Directors may appoint any other standing committees that the Board may deem necessary or convenient. 

 

1. Special or Ad Hoc Committees. The Board of Directors may from time to time establish such special or ad hoc committees as it deems fit, and delegate to them such duties as it deems necessary. The President shall complete by appointment all special and ad hoc committees, designating the chair of each, as soon as practicable after the meeting at which such committee is established.

 

1. Composition of Committees. Persons who are not Directors of this Corporation may serve as members of a committee; provided, however, that at least one Director shall be a member of such committee.

 

1. Meetings. Meetings of any committee may be called by the President, the committee chair, or any two (2) of the committee’s members. Twenty-four (24) hours notice of any meeting of a committee shall be given each member of such committee.

 

ARTICLE IX. QUALITY ASSESSMENT.

 

            The Board of Directors shall establish, maintain, and support an ongoing quality assessment program that includes effective mechanisms for reviewing and evaluating: (1) the activities of the Corporation generally; (2) the Corporation’s compliance with laws, rules and regulations applicable to public benefit corporations chartered in the State of Maine; (3) the Corporation’s adherence to the requirements for both continuing qualification as an organization described in § 501(c)(3) of the Code and avoidance of exposure to excise taxes under the Code; (4) the Corporation’s compliance with its policies on annual reports, charitable solicitation registrations, audits, Form 990 informational tax returns, and any other similar matters; and (5) appropriate responses to findings reached in such review and evaluation. The President shall periodically report the activities of this program to the Board of Directors.

 

ARTICLE X. COMPENSATION.

 

            Section 1.        DIRECTOR COMPENSATION. No Director of this Corporation shall receive any compensation for services as a Director.

 

            Section 2.        OFFICER COMPENSATION. With the approval of the disinterested Directors, an Officer of this Corporation may be reasonably compensated for services as an Officer.

 

            Section 3.        LOANS PROHIBITED. In accordance with § 712 of the Act, no loans shall be made by the Corporation to any Director or Officer. A 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.

 

            Section 4.        OTHER ARRANGEMENTS. Notwithstanding any other provisions of this Article: 

 

1. Provision of Goods or Services. This Corporation may enter into separate contractual arrangements with Members, Directors, or Officers for the provision of goods or services to the Corporation, subject to this Corporation’s conflict of interest policies; and

 

1. Reimbursement of Expenses. Directors and Officers may be reimbursed for reasonable expenses incurred in the performance of their duties.

 

ARTICLE XI. INDEMNIFICATION.

 

            Section 1.        AUTHORITY TO INDEMNIFY. This Corporation shall to the extent legally permissible indemnify each of its Directors, Officers, employees, or agents (and the heirs, executors, and administrators of such Director, Officer, employee, or agent) against all expenses or liabilities reasonably incurred in connection with or arising out of any action or threatened action, suit, or proceeding, whether civil, criminal, administrative or investigative, in which said Director, Officer, employee, or agent may be involved by reason of being or having been a Director, Officer, employee, or agent of this Corporation, or of serving or having served at the request of this Corporation as a Director, Officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise.

 

            Section 2.        SCOPE OF INDEMNIFICATION. The expenses and liabilities for which a Director, Officer, employee, or agent may be indemnified shall include, but shall not be limited to, judgments, fines, court costs, and attorneys’ fees, and the cost of reasonable settlements, provided that no such indemnification shall be made in relation to matters as to which such Director, Officer, employee, or agent, shall be finally adjudged in any such action, suit, or proceeding not to have acted in good faith in the reasonable belief that the action complained of was in the best interests of this Corporation or, with respect to any criminal action or proceeding, shall be finally adjudged to have had reasonable cause to believe that said conduct was unlawful. 

 

            Section 3.        MANDATORY INDEMNIFICATION. The Corporation shall provide indemnification authorized in this Article to any Director, Officer, employee or agent of the Corporation who has been successful on the merits or otherwise in the defense of any action, suit or proceeding. 

 

            Section 4.        OTHER INDEMNIFICATION. In all other cases indemnification authorized in this Article may be had, but only if either:

 

1. Board Resolution. The Board of Directors, by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, determines the Director, Officer, employee or agent appears to have acted in good faith in the reasonable belief that said action was in the best interests of this Corporation or, with respect to any criminal action or proceeding, did not have reasonable cause to believe that his or her conduct was unlawful; or

 

1. Opinion of Counsel. If a quorum of Directors who were not parties to such action, suit or proceeding is not obtainable or if such a quorum of Directors so directs, the Corporation has received a written opinion of independent counsel that the Director, Officer, employee or agent appears to have acted in good faith in the reasonable belief that said action was in the best interests of this Corporation or, with respect to any criminal action or proceeding, did not have reasonable cause to believe that his or her conduct was unlawful. 

 

            Section 5.        ADVANCE OF EXPENSES. The Corporation may advance the costs and expenses incurred by a Director, Officer, employee or agent in defending a civil or criminal action, suit or proceeding before final disposition of such action, suit or proceeding if authorized by the Board of Directors in the manner provided in subsection 4 but only upon receipt of an undertaking by or on behalf of such Director, Officer, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the Corporation in accordance with this Article.

 

            Section 6.        NON-EXCLUSIVE REMEDY. The foregoing right of indemnification shall not be exclusive of other rights to which any Director, Officer, or other corporate personnel may be entitled as a matter of law.

 

            Section 7.        INSURANCE. This Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee, or agent of the Corporation, or who is or was serving at the request of this Corporation as a Director, Officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against such person in such capacity, whether or not the Corporation would have the power to indemnify such person against such liability under the applicable provisions of these Bylaws.

 

ARTICLE XII. CONFLICT OF INTEREST.

 

            Section 1.        PURPOSE. The purpose of this Conflict of Interest Policy is to protect this Corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of any Interested Person of this Corporation, as defined herein. This policy is intended to supplement but not replace any applicable state laws governing conflicts of interest applicable to nonprofit and charitable corporations.

 

            Section 2.        DEFINITIONS. As used in this Conflict of Interest Policy, the capitalized terms set forth below shall have the following meanings:

 

1. Interested Person. Any Member, Director, Officer, or member of a committee with Board-delegated powers who has a direct or indirect Financial Interest, as defined below, is an Interested Person. 

 

1. Financial Interest. A person has a Financial Interest if the person has, directly or indirectly, through business, investment or family, (a) an ownership or investment interest in any entity with which this Corporation has a transaction or arrangement; (b) a compensation arrangement with this Corporation or with any entity or individual with which this Corporation has a transaction or arrangement; or (c) a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which this Corporation is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in nature. A Financial Interest is not necessarily a conflict of interest. As set forth below, a person who has a Financial Interest may have a conflict of interest only if the appropriate Board or committee decides that a conflict of interest exists.

 

            Section 3.        PROCEDURES.

 

1. Duty to Disclose. In connection with any actual or possible conflicts of interest, an Interested Person must disclose the existence of his or her Financial Interest and must be given the opportunity to disclose all material facts to the Board of Directors or members of committees with Board-delegated powers considering the proposed transaction or arrangement.

 

1. Determining Whether a Conflict of Interest Exists. After disclosure of the Financial Interest and all material facts, and after any discussion with the Interested Person, the Interested Person shall leave the Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or committee members shall decide if a conflict of interest exists.

 

                        C.        Procedures for Addressing the Conflict of Interest. 

 

(i)        An Interested Person may make a presentation at the Board or committee meeting, but after such presentation, the Interested Person shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest.

 

(ii)       The chair of the Board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

 

(iii)      After exercising due diligence, the Board or committee shall determine whether this Corporation can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest.

 

(iv)      If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the Board or committee shall determine by a majority vote of the disinterested Directors or committee members whether the transaction or arrangement is in this Corporation’s best interest and for its own benefit, and whether the transaction is fair and reasonable to this Corporation, and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination.

 

            Section 4.        VIOLATIONS. If the Board or committee has reasonable cause to believe that a person has failed to disclose actual or possible conflicts of interest, it shall inform the person of the basis for such belief and afford the person an opportunity to explain the alleged failure to disclose. If, after hearing the response of the person and making such further investigation as may be warranted in the circumstances, the Board or committee determines that the person has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

 

            Section 5.        RECORDS OF PROCEEDINGS. The minutes of the Board and all committees with Board-delegated powers shall contain (i) the names of the persons who disclosed or otherwise were found to have a Financial Interest in connection with an actual or possible conflict of interest, the nature of the Financial Interest, any action taken to determine whether a conflict of interest was present, and the Board’s or committee’s decision as to whether a conflict of interest in fact existed; and (ii) the names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection therewith.

 

            Section 6.        COMPENSATION. Any person who receives compensation, directly or indirectly, from this Corporation for services is precluded from voting on matters pertaining to that person’s compensation, or to the compensation of any other person. Any person may provide information to the Board of Directors or any committee regarding compensation matters.

 

            Section 7.        ANNUAL STATEMENTS. Each Director, Officer, and member of a committee with Board-delegated powers shall annually sign a statement which affirms that such person: (i) has received a copy of this Conflicts of Interest Policy; (ii) has read and understands this policy; (iii) has agreed to comply with this policy; and (iv) understands that this Corporation is a charitable, educational, and scientific organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

 

            Section 8.        PERIODIC REVIEWS. To ensure that this Corporation operates in a manner consistent with its charitable, educational, and scientific purposes and that it does not engage in activities that could jeopardize its status as an organization exempt from federal income tax, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: (i) whether compensation arrangements and benefits are reasonable and are the result of arm’s-length bargaining; (ii) whether activities of the Corporation result in inurement or impermissible private benefit; and (iii) whether the Corporation’s contractual arrangements conform to written policies, are properly recorded, reflect reasonable payments for goods and services, further this Corporation’s charitable, educational, and scientific purposes, and do not result in inurement or impermissible private benefit. In conducting such periodic reviews, this Corporation may, but need not, use outside advisors; provided, however, that the use of such outside advisors shall not relieve the Board of Directors of its responsibilities hereunder.      

 

ARTICLE XIII. GENERAL.

 

            Section 1.        CORPORATE SEAL. The corporate seal, if any, shall be in a form determined from time to time by the Board of Directors.

 

            Section 2.        FISCAL YEAR. The fiscal year of this Corporation shall be the calendar year, unless otherwise determined by the Board of Directors.

 

            Section 3.        RECEIPT AND DISBURSEMENT OF FUNDS. The Board of Directors may designate such other person or persons who, in addition to or instead of the Treasurer, shall be authorized to receive and receipt for all moneys due and payable to the Corporation from any source whatever, to endorse for deposit checks, drafts, notes, or other negotiable instruments, and to give full discharges and receipts therefor. Funds of this Corporation may be deposited in such bank or banks as the Board approves.

 

ARTICLE XIV. AMENDMENTS

 

            The Articles of Incorporation and these Bylaws may be amended or repealed at any meeting of the Board by a two-thirds (2/3) vote of the Board; provided, however, that written notice of the proposed change shall be specified in the notice of the meeting, and provided further that no such action shall be taken, or, if taken, shall be a valid act of the Corporation, if that action would in any way adversely affect the Corporation’s qualification under § 501(c)(3) of the Code.

 

ARTICLE XV. COMPLIANCE WITH EXEMPTION REQUIREMENTS.

 

            Section 1.        EXEMPT ACTIVITIES. Notwithstanding any other provision of these Bylaws, no Member, Director, Officer, agent, or employee of this Corporation shall take any action or carry on any activity by or on behalf of this Corporation that is not permitted to be taken or carried on by an organization exempt from taxation under § 501(c)(3) of the Code, or regulations adopted pursuant thereto, or by an organization contributions to which are deductible as charitable donations under § 170(c)(2) of the Code, or regulations adopted pursuant thereto.

 

            Section 2.        INSIDER TRANSACTIONS. No Officer or Director, or any person who is related to an Officer or Director by blood, marriage, or otherwise, shall receive any direct or indirect pay, compensation, or benefit from this Corporation, other than for the fair market value of goods or services provided. No excess private benefit shall pass to any such person or to any organization or entity controlled by any such person. Notwithstanding the foregoing, this Corporation may reimburse the reasonable expenses necessarily incurred in the business of this Corporation by a person thereunto duly authorized, and shall not prohibit the employment of persons to perform duties for the Corporation and to receive compensation therefor upon proper authorization by the Board of Directors. No transfer, exchange, encumbrance, or other alienation of any real or personal property of this Corporation shall be conducted in such a manner that it fails to meet the applicable requirements of § 501(c)(3) of the Code and the regulations issued thereunder for a corporation qualifying as an exempt organization. 

 

            Section 3.        DISSOLUTION. In the event of the dissolution of this Corporation, no part of its assets may inure to the benefit of any Member, Director, or Officer. Any party succeeding to the title or interest of this Corporation in any property shall be required to conform to those restrictions or limitations of use applicable thereto, shall administer such property in a manner compatible with the purposes of this Corporation, and must qualify as (i) an exempt organization under § 501(c)(3) of the Code having a purpose consistent with the charitable and educational purposes of this Corporation; or (ii) the United States or a state, all in accordance with the provisions of 13-B M.R.S. § 1406(1)(C)(2).

 

            Section 4.        NON-DISCRIMINATION. This Corporation shall not engage in any form of discrimination on the basis of race, nationality, national origin, religion, sex, color, age, disability, pregnancy, marital status, sexual orientation, sexual preference, genetic information, or any other basis that is or may become a prohibited consideration or classification. The Corporation shall at all times comply with all applicable federal and state laws regarding civil rights and/or prohibiting discrimination.