BYLAWS
OF
AUBURN NORDIC SKI ASSOCIATION
Article 1
NAME AND LOCATION
- Name. The name of the corporation is Auburn Nordic Ski Association (the “Corporation”), a Maine nonprofit corporation organized and existing pursuant to the Maine Nonprofit Corporation Act, 13-B M.R.S. § 101, et seq. (the “Act”).
- Location. The principal office of the Corporation shall be located in the City of Auburn, and the State of Maine. The Corporation may also maintain office at such other places as the Board of Directors may from time to time determine.
- Registered Agent and Office. In accordance with the Act, the Corporation shall have, and continuously maintain, a statutory Registered Agent, who shall be a resident of the State of Maine. Unless the Board of Directors orders otherwise, the Secretary shall serve as the Registered Agent. The initial Registered Agent shall Michael S. Malloy. The Directors may change the Registered Agent at any time by causing the appropriate form to be filed with the Secretary of State of Maine. The address of the Registered Agent may be changed from time to time by the Registered Agent or the Directors, upon filing an appropriate form with the Secretary of State.
Article 2
PURPOSE
- Purpose. The purpose of the Corporation is to serve the public, as a public benefit corporation, exclusively for such charitable and educational purposes including educating the public about healthy lifestyles within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986, as amended (“IRC”), or corresponding provisions of any subsequent federal tax laws. The Corporation shall have all the powers necessary to carry out the foregoing purposes and all the powers of non-profit corporations organized under the laws of the State of Maine.
2. General Limitations. Notwithstanding any other provision of these Bylaws, the Corporation shall not conduct or carry out any activity which is not permitted to be conducted or carried out an organization which is exempt from taxation under Section 501(c)(3) of the Internal Revenue Code (or corresponding provision of any future federal tax code) or by an organization to which donations are deductible from taxable income to the extent allowed by the Internal Revenue Code and other applicable legislation or regulation as they currently exist or may later be amended.
3. No Private Inurement. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its Directors, Officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its tax-exempt purposes.
4. Limitation on Political Activities. The Corporation shall not engage in any substantial propaganda, nor shall it otherwise attempt to influence legislation or participate in any political campaign on behalf of, or in opposition to, any candidate for public office.
5. Distribution of Asset in Event of Dissolution. All assets owned by the Corporation upon its liquidation or dissolution shall continue to be devoted to the same non-profitable, charitable, educational and scientific purposes to which this Corporation is devoted. In the event of the liquidation or dissolution of this Corporation, the net assets of the Corporation shall be distributed only to a corporation or other organization that is qualified for exemption under Section 501(c)(3) of the Internal Revenue Code of 1986, as it is now or may later be amended, or to any Federal, State, or local government or organization created for the purpose of public education about healthy lifestyles. In no way shall any of the assets or property of the Corporation inure to the benefit of or be distributed to any Members of the Corporation or its Officers or Directors, or to any agents or employees of the Corporation, even for the reimbursement of any sums subscribed, donated, or contributed by such members or for any other purposes.
Article III
MEMBERSHIP
Any individual of the public who pays annual membership dues as set by the Board of Directors shall be eligible to the Member of the Corporation, and shall suffice for a qualified individual to become a Member. Any Member may vote on the election of the Board of Directors, and on any other business submitted to the Member for their consideration by the Board of Directors.
The Board of Directors shall have the discretion to waive fees for any member or class of member, in furtherance of the Corporation’s charitable and educational purposes.
Article IV
BOARD OF DIRECTORS: SELECTION, TERM OF OFFICE
1. Number. The Board of Directors shall consist of between three (3) and fifteen (15) Directors, and the number of Directors may be increased or decreased from time to time, by resolution of the Board of Directors, but there at no time shall be less than three (3) Directors, and a Director’s term may not be shortened by a reduction in the Board’s size. Irrespective of the number of Directors at any given time, no more than forty-nine percent (49%) of the members of the Board of Directors shall be “financially interested persons” as defined by Section 713-A of the Act.
2. Manner of Selection. The Directors shall be elected at the annual meeting of the Members. Each Member shall have one vote. All vacancies or increases in the Board of Directors shall be filled by the remaining members of the Board at any regular meeting of the Board or at a special meeting of the Board called for that purpose. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
3. Term and Vote. The Directors shall be elected at the annual meeting of the Corporation by a majority vote of the Members then in attendance. Each Director shall hold office until the annual meeting when his or her term expires and until his or her successor has been elected and qualified, except in cases of death, resignation or removal of the Director. All Directors will each have one vote on Corporation matters.
4. Compensation. No Director will receive compensation for any service rendered to the Corporation as a Director. However, any Director may be reimbursed for actual expenses incurred in the performance of his or her duties as a Director.
5. Resignation and Removal. Any Director may resign by giving written notice of his or her resignation from the Board to the President or Secretary of the Corporation. Such resignation shall take effect at the time specified in such notice and the acceptance of such resignation shall not be necessary to make it effective. Any Director may be removed from office, with or without cause, by a majority vote of all Directors then serving in office.
Article V
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
The Board of Directors will have the powers and duties necessary for the administration of the affairs of the Corporation, consistent with purpose of the Corporation, its Articles of Incorporation, these Bylaws, and the Act. The Board is responsible for setting the overall policy and strategic direction for the Corporation. The Board may further delegate the further to committees or to individual Directors as it deems necessary for carrying out the purposes and business of the Corporation, consistent with the provisions of the Act governing public benefit corporations.
Article VI
MEETINGS OF DIRECTORS
1. Regular Meetings. Regular meetings of the Board of Directors will be held in March and October of each year, and at such other regular times as set by the Board of Directors, at such place and hour as may be fixed from time to time by resolution of the Board.
2. Special Meetings. Special meetings of the Board of Directors will be held when called by the President of the Corporation, or by any two Directors, after not less than three days notice to each Director.
3. Notice of Meetings of the Board of Directors. Written notice stating the place, day, and hour of the meeting and the agenda for the meeting, except as herein otherwise provided, shall be given by mailing the same at least three days before the meeting, or by sending notice by email or facsimile transmission at least one day before the meeting to the usual business or residence address of the Director. The notice will include copies of the proposed minutes of the previous meeting if the minutes have been prepared by the Secretary.
4. Quorum. A majority of the Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Except as may otherwise be required by law or the Articles of Incorporation, the act of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.
5. Waiver of Notice. Attendance of a Director at any meeting will constitute a waiver of notice of such meeting, 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. Before, at, or after any meeting of the Board of Directors, any Director may waive in writing notice of such meeting, and such waiver will be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the waiver of notice of such meeting.
6. Action Taken without a Meeting. The Directors will have the right to take any action which they could take at a meeting in the absence of a meeting by obtaining the written approval of all the Directors. Any action so approved will have the same effect as though taken at a meeting of the Directors.
7. Telephone Meetings; Electronic Voting. Meetings of the Board of Directors or of any committee designated thereby may participate in a meeting of the Board or of such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participating in a meeting in such a manner by any member who does not object at the beginning of such meeting to the holding thereof in such manner shall constitute presence in person at such meeting. In addition, where actions require Board vote in between regularly scheduled meetings, the President may submit them to an electronic vote of the Directors which may be conducted via email or electronic poll, unless at least 3 Directors object to the electronic vote, in which case the Board shall decide the meeting via telephonic or in-person meeting, in the discretion of the President.
8. Committee Meetings. Committee meetings may be held without notice at such time and at such place as shall from time to time be determined by the committee. Committees of the Corporation shall keep regular minutes of their proceedings, and report these minutes to the Board of Directors when required.
Article VII
OFFICERS
1. Enumerations of Officers. The officers of the Corporation will be a President, Treasurer, Chief Grooming Officer, and a Secretary. The Board of Directors may also elect one or more Vice Presidents, (one of whom may be designated by the Board of Directors as the Executive Vice President), and such other officers or assistance officers as the Board determines necessary.
2. Election and Term for Officers. All officers shall be elected by the Directors and shall continue in office until his or her successor has been elected and qualified, or until his or death, resignation, or removal.
3. Special appointments. The Board of Directors may elect such other officers as the affairs of the Corporation may require, each of who, will hold office for such period, have such authority, and perform such duties as the Board may from time to time to determine.
4. Resignation and Removal. Any officer may be removed from office with or without cause by the Board of Directors. Any officer may resign at any time by giving written notice to the Board of Directors, the President, or the Secretary. Such resignation will take effect on the date of receipt of such notice or at any later time specified in the notice, and unless otherwise specified in the notice, the acceptance of such resignation will not be necessary to make it effective.
5. Vacancies. A vacancy in any office may be filled by appointment by the Board of Directors. The officers appointed to such vacancy will serve for the remainder of the term of the officer replaced.
6. Multiple Offices. Any two or more offices may be held by the same person except for the President and Vice President positions.
7. Duties. The duties of the officers are as follows:
(a). President. The President shall preside at all meetings of the Board of Directors, and shall supervise the affairs of the Corporation and perform any other such duties as may be assigned to the office by the Board of Directors.
(b). Vice President. The Vice President, if any, or if more than one, the Executive Vice President, will act in the place and stead of the President in the event of his or her absence, inability, or refusal to act, and will exercise and discharge such other duties that may be required by the Board of Directors.
(c). Chief Grooming Officer. The Chief Grooming Officer will chair the Grooming Committee and shall establish a schedule and secure equipment necessary for the regular maintenance of recreation trails.
(d). Secretary. The Secretary will record the votes and keep the minutes of all meetings and proceedings of the Board of Directors and shall keep or cause to be kept minutes of all meetings of any committees formed by the Board of Directors; serve notice of meetings of the Board of Directors; be responsible for maintaining such books, documents , and papers as required by law or by the Board of Directors; be responsible for filing such annual reports with the Secretary of State as may be required by law; and, perform such other duties as required by the Board of Directors.
(e). Treasurer. The treasurer will receive and deposit in appropriate bank accounts all monies of the Corporation and will disburse such funds as directed by the resolution of the Board of Directors; sign all checks of the Corporation unless the Board specifically directs otherwise, and co-sign all promissory notes of the Corporation; keep proper books of account; prepare an annual budget and a statement of income and expenditures to be presented to the Board at their regular meeting, and deliver or make copies available of each to the Directors; and act as chair of the Finance Committee. If the Corporation should have no Vice President, the Treasurer will act in the place and stead of the President in the event of his or her absence, inability, or refusal to act, and will exercise and discharge such other duties as may be required by the Board of Directors.
ARTICLE VIII
COMMITTEES
1. General. By resolution, the Board of Directors may create committees and task forces as needed in addition to the standing committees noted in Section 2 below. These additional committees and or task forces may consist of persons who are not members of the Board and shall act in an advisory capacity to the Board.
2. Standing Committees
(a). Executive Committee. The Executive Committee will consist of the Officers of the Corporation and the Chairperson of each Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors subject to the direction and control of the Board of Directors, the Executive Committee shall meet at least monthly between the month of October and March.
(b). Other Standing Committees. Other standing committees of the Corporation will include the following, the functions and operations of which shall be designated by the Board of Directors from time to time:
Grooming Committee
Membership and Communications Committee
Facilities Committee
3. Meetings and Action of Committee. Meetings and action of committees shall be governed by, noticed, held, and conducted as necessary, in the discretion of the Board of the Directors. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provision of these Bylaws.
ARTICLE IX
EXECUTION OF INSTRUMENTS
1. Contracts and Instruments. Contracts and other instruments (not including routine instruments) to be executed by the Corporation shall be signed, unless otherwise required by law, by the President. The President, signing alone, is also authorized and empowered to execute in the name of this Corporation all routine instruments arising in the day to day operation of the business of this Corporation. The Board of Directors may authorize any person or persons, whether or not an officer of the Corporation, to sign any contract or other instruments, and may authorize any such office or other person to delegate, in writing, all or any part of such authority to any other person or persons.
2. Notes, Checks, and the Like. All notes, drafts, acceptances, checks, endorsements and all evidences of indebtedness of the Corporation shall be signed by the Treasurer or other such person or persons and in such manner as the Board of Directors may from time to time determine.
3. Notwithstanding Sections 1-2 of this Article IX, the authorization of the Board of Directors shall be required for all expenditures exceeding $1,000.00. The written consent of the Directors in lieu of a meeting shall be sufficient to authorize such expenditures, and the Secretary may give a certificate evidencing such authorization to those who require it.
ARTICLE X
EXECUTION OF INSTRUMENTS
1. Deposit and Use of contributions. Unless otherwise provided by the donor, all contributions received by the Corporation shall be invested by the Treasurer of the Corporation in accordance with the advice and consent of the Board of Directors.
2. Restricted Gift. No gift may be accepted by the Corporation which is subject to restrictions which are inconsistent with the Corporation’s status as a tax exempt, public charity under the provisions of the IRC or any corresponding, subsequently enacted Federal tax law. The limitations and restrictions upon any grant, gift, donation, bequest or devise shall be observed strictly unless it shall be determined by the Board of Directors that changed conditions or other reasons shall have rendered the application of the gift, donation, or devise for the purpose provided illegal, unnecessary or impracticable or that the purposes of the gift, donation, bequest or devise have been fulfilled or have become impossible to fulfill, in which event said funds shall be administered for such other purpose of the Corporation as will best carry out the intentions of the donor or testator and as may be sanctioned by law.
ARTICLE XI
INDEMNIFICATION
1. Indemnification. The Directors, officers employees, and agents of the Corporation shall not be individually or personally liable for the debts or obligations of the Corporation and shall be indemnified by the Corporation against all financial loss, damage, cost and expense (including attorney’s fees) reasonably incurred by or imposed upon them in connection with or resulting from any civil or criminal action, suit, proceeding, claim, or investigation in which they may be involved by reason of any action taken or omitted to be taken by them in good faith as a Director, officer, employee, or agent of the Corporation.
2. Prudent Care. Indemnification is subject to the condition that a majority of a quorum of the Board of Directors comprised of those Directors who are not parties to such action, suit, proceeding, claim, or investigation, or if there be no such quorum, independent counsel selected by a quorum of the entire Board of Directors, shall be of the opinion that the person requesting indemnification acted in good faith and in the reasonable belief, under the circumstances, that his or her actions were in the best interests of the Corporation, or that such person took or omitted to take such action in reliance upon advice of counsel for the Corporation or acted on information furnished by an officer or employee of the Corporation and accepted in good faith by the person seeking indemnification.
3. Benefit. The indemnification provided herein shall inure to the benefit of the heirs, executors, or administrators of any Director, officer, employee or agent and shall not be exclusive of any other rights to which such party may be entitled by law or under any resolutions adopted by the Board of Directors.
4. Insurance. The Directors shall procure insurance covering the Directors, officers, employees and any agents of the Corporation against any liability incurred in such capacity or arising out of his or her status as such.
ARTICLE XII
AMENDMENTS
These Bylaws may be altered, amended, or repealed in whole or in part at a regular or special meeting of the Board of Directors, by a vote of a majority of a quorum of Directors present in person or by proxy, but any amendment of Articles II, IV or XII will require approval of all Directors.
ARTICLE XIII
MISCELLANEOUS
1. Fiscal Year. The fiscal year of the Corporation will begin on the first day of July and end on the last day of June every year, except that the first fiscal year will begin on the date of incorporation.
2. Conflicts of Documents. In case of any conflict between the Articles of Incorporation and these Bylaws, the Articles of Incorporation will control.
3. Books, Records, and Reports.
(a). Annual Report. The President of the Corporation shall cause to be prepared annual reports or other reports required by law and shall provide copies to the Board of Directors.
(b). Permanent Records. The Corporation shall keep current and correct records of the accounts, minutes of the meetings and proceedings of the Corporation. Such records shall be maintained at the registered office or the principal place of business of the Corporation. Any such records shall be in written form or in a form capable of being converted into written form.
Adopted by the Board of Directors on March 23, 2017