Article 1. Identity
1.1 Name: The name of the corporation shall be
that name specified in the Articles of Incorporation of the corporation in
effect from time to time” (hereinafter the “Corporation”). The name of the
Corporation may be changed by amendment of its Articles of Incorporation. The
Corporation may register to do business under one or more assumed names by
filing appropriate registrations with the Secretary of State of the State of
Maine.
1.2 Offices: The principal office of the corporation shall be located at
such place, within or without the state of Maine, as its business and activities
may require, and as the Directors may, from time to time, designate. The
location of the Corporation's principal office may be changed by the Directors
from time to time without amendment of these Bylaws.
1.3 Registered Agent and Office: In compliance with the Maine Nonprofit
Corporation Act, the Corporation shall have, and continuously maintain, a
statutory registered agent who shall be a resident of the state of Maine. The
initial registered agent shall be the person designated in the Articles of
Incorporation and the Directors shall have the power to change the identity of
the registered agent from time to time by filing an appropriate form with the
Secretary of State of the State of Maine. The registered agent shall maintain a
registered office within the state of Maine. The address of the registered
office may be changed from time to time by either the registered agent, or the
Directors, upon filing an appropriate form with the Secretary of State of the
State of Maine.
1.4 Corporate Seal: If it is desired, the Corporation shall have a
circular seal containing the name of the Corporation, the year of its
incorporation and the word "Maine." A corporate seal may be adopted at any time
by a vote of the Directors at a meeting duly called and held in accordance with
these Bylaws. Unless a formal corporate seal is desired, the official corporate
seal shall be the common wafer seal.
1.5 Articles of Incorporation: The name and purposes of the Corporation
shall be as set forth in the Articles of Incorporation. These Bylaws, the powers
of the Corporation, its Directors, Officers and all matters concerning the
conduct and regulation of the affairs of the Corporation shall be subject to the
Articles of Incorporation in effect from time to time.
Article 2. Purpose
This Corporation is organized and shall be operated exclusively for pleasure,
recreation and other nonprofit purposes within the meaning of Section 501(c)(7)
of the Internal Revenue Code of 1986 as amended (the “Code”). In furtherance of
these purposes, the activities of the Corporation shall support the development
of a general repository of information concerning Sheldon family lineage in the
United States and include the promotion and advancement of a central source of
information and study for Sheldon lineage researchers, for Sheldon family social
activities, and for the pleasure and enjoyment of members of the
Corporation; provided, however, that substantially all of the activities of this
Corporation shall be for such purposes and no part of its net earnings shall
inure to the benefit of any Member, Director or any private individual.
As used here, the Sheldon family centers on the four known Colonial Sheldons:
Godfrey of Bakewell, England and Saco, Maine;
Isaac of Windsor, Connecticut and Northampton, Massachusetts;
John of Providence, Rhode Island; and
John of South Kingstowne, Rhode Island.
Article 3. Members
3.1 Qualification for Membership: Persons shall be eligible for
membership if they can document family descendance from a Sheldon or Sheldon
family who came to New England prior to 1660 or have come into these families
through marriage or adoption. Applicants must be approved and certified to the
Secretary by the Genealogical Chairperson of this Corporation and the Secretary
shall enter the names of the persons so certified on the Membership Role of the
Corporation. The Members of this Corporation shall be those persons eligible for
Membership whose names have been entered on the Membership Roll maintained by the Secretary of the
Corporation pursuant to its Corporate Bylaws. Membership in this Corporation is
not transferable or assignable.
The members of the Corporation shall be divided into four defined classes as
follows:
a. Regular – persons who have authenticated their descent from a
recognized Sheldon ancestor and are therefore entitled to all lineage
information available from the Genealogical Chairperson;
b. Associate – persons who have come into a Sheldon family by marriage or
adoption or who have not yet
completed the documentation of their descent from a recognized Sheldon.
c. Life – persons who have authenticated their descent from a recognized
Sheldon ancestor and have subscribed
by paying a single payment of dues in an amount specified in the Bylaws of the
Corporation;
d. Honorary – persons who have been voted into membership by a majority
vote of the members present at an
annual meeting.
3.2 Voting Rights of Members: Each Member in good standing who attends an
Annual or Special meeting of the Members shall be entitled to one vote on each
matter submitted to a vote of the Members. No voting by proxy shall be
permitted. The Members shall have the right to vote only on the following
matters:
a. Election of Directors;
b. Election of Officers;
c. The approval of the location for holding each subsequent Annual Meeting of
the Members upon the recommendation of the Directors;
d. Authorize, approve or ratify any conflict of interest transaction pursuant to
Title 13-B, Section 718.4.B and 718.6, M.R.S.A.;
e. Amendment or restatement of the Articles of Incorporation or the Bylaws of
the Corporation;
f. The approval of the sale, or other disposition (but not the mortgage or
pledge) of all, or substantially all, of the assets and property of the
Corporation, the dissolution of the Corporation, or its merger with or
consolidation into another corporation; and
g. Any other matter that is required or permitted by law, or that the Directors
determine to submit to a vote of the Members.
3.3 Good standing; Payment of Membership Registration Fees and Annual Dues
Required: Membership registration fees and annual dues as well as any other
criteria required for Membership in the Corporation shall be established by the
Directors of the Corporation from time to time and promulgated in rules and
regulations pursuant to these Bylaws. Members shall be in good standing for
terms of one year renewable annually upon payment of current annual dues as well
as satisfaction of any criteria for continued Membership as these Corporate
Bylaws may specify, or as the Directors may determine from time to time. Members
who are not in good standing for nonpayment of annual dues may be reinstated
upon the payment of the registration fee and current annual dues. The Secretary
of the Corporation shall maintain a roster of the current Members of the
Corporation indicating the name and address of each and whether each is in good
standing.
3.4 Meetings of the Members:
a. An Annual Meeting of the Members shall be held once each year during the
months of July, August or September or a date and time fixed by the Directors
and set forth in the notice of the meeting for the purpose of electing officers
and directors, approving the recommendation of the Directors for the location of
the subsequent annual Meeting and for the transaction of such other business as may properly
come before the meeting. Location of each Annual Meeting shall be determined at
the previous Annual Meeting upon recommendation of the Board of Directors and
approval by a majority vote of members attending. In the event of a failure for
any reason to hold an Annual Meeting as aforesaid, any business which might
properly be transacted at an Annual Meeting, including the election of
Directors, may be transacted at a Special Meeting held in lieu thereof.
b. Special Meetings of the Members may be called at any time by the President of
the Corporation or by the Directors, or upon written request of at least ten
percent (10%) of the Members of the Corporation having voting rights.
3.5 Notice of Meetings: Notice of any Meetings of the Members shall be
given by the Secretary of the Corporation, or in his or her absence or
disability, any Assistant Secretary or the President by mailing to each Member
registered on the Membership Roster of the Corporation a written or printed
notice specifying the purpose, place,
day and hour of the Meeting. Such notices shall be addressed to such Member at
his, or her last known address and mailed with sufficient postage prepaid not
less than thirty (30) days, nor more than fifty (50) days before the meeting.
3.6 Agenda for Meetings of the Members: Agenda at any meetings of the
Members of the Corporation shall be as follows:
Annual Meetings:
(1) Call to order.
(2) Presentation and approval of minutes of last Annual Meeting, and of any
Special Meetings held since that meeting.
(3) Presentation of the Annual Report of the Corporation.
(4) Presentation of the Director's recommendation for the location of the next
Annual Meeting of the corporation and approval of same;
(5) Transaction of other business that may properly be brought before the
meeting.
(6) Election of Officers and Directors of the Corporation.
(7) Adjournment.
Special Meetings:
(1) Call to order.
(2) Reading of the official call for the meeting.
(3) Transaction of the business for which the meeting is called.
(4) Adjournment.
3.7 Quorum, Voting and Manner of Acting:
a. At any meeting of the Members of the Corporation, a quorum for the
transaction of business shall consist of those members in good standing present
at any meeting of members duly called as provided in this Article.
b. The act of a majority of the Members present in person at a meeting at which
a quorum has been declared shall be the act of the Members, unless the act of a
greater number is required by the Articles of Incorporation, by these Bylaws, or
any provision of law.
3.8 Membership Fees and Dues:
a. Registration Fee: There shall be a one-time registration fee for new
members in the amount of $15.00.
b. Annual Dues: The annual dues for regular and associate memberships
shall be $15.00.
c. Life Membership: The dues for a lifetime membership shall be a one
time payment in the amount equal to
twenty (20) times the dues currently in effect for regular and associate
memberships.
d. Payment of Dues: Regular and Associate membership dues shall be
payable in advance on the first day of
August in each year.
e. Default and Termination of Membership: Membership shall be terminated
when any member is in default in the
payment of dues for a period of six (6) months from the beginning of the period
for which such dues become
payable.
Article 4. Board of Directors
4.1 Identity, Qualifications and Terms of Office: The activities,
property and affairs of the Corporation shall be managed by its Directors who
must be at all times Members in good standing of the Corporation. The total
number of directors shall neither exceed fifteen (15), nor decline below nine
(9) Directors.
The board of directors shall be composed of the officers, past Presidents, and
directors at large as more specifically provided below:
a. Officers: Officers shall serve as Directors ex officio during the term
of their office and until their successors are elected and qualified, or until
their prior death, removal, or resignation.
b. Past Presidents: Past Presidents shall serve as directors for a term
of ten (10) years after the termination of their office as President, or until
their prior death, removal, or resignation.
c. Directors at Large: Directors at large shall serve on the board of
directors for no more than two terms of three-years each and until their
successors are elected and qualified, or until their prior death, removal, or
resignation. Terms shall be staggered to promote continuity.
4.2 Powers and Duties: The Directors shall have responsibility for
management of the affairs of the Corporation that are not expressly reserved to
the Members. Each Director is expected to attend all meetings, prepare written
reports and contribute to discussions. The Board of Directors shall have as its
primary function the establishment of policies consistent with the purpose of
the Corporation and the assumption of responsibility for resource management on
behalf of the Corporation.
The Directors shall have all the rights set forth in the Articles of
Incorporation, these Bylaws, or under Chapter 6 of Title 13-B of the Maine
Revised Statutes as amended by and through §604(4) thereof. These rights
include, but are not limited to the following:
a. To propose or recommend (for action by the Members) any amendment,
restatement, or modification of the Articles of Incorporation of the Corporation
or these Corporate Bylaws; provided, however, that an affirmative vote of at
least 2/3rds of the Directors then in office shall be required and notice
setting forth the proposed
amendment, restatement or modification is circulated to the Directors at least
ten (10) days in advance of the meeting at which action is to be taken by the
Directors;
b. To recommend approval of the sale, or other disposition of all, or
substantially all, of the assets and property of the Corporation, the
dissolution of the Corporation, or its merger with or consolidation into another
corporation for action by the Members;
c. To recommend a location for the next Annual Meeting of the Members of the
Corporation for approval by the Members at each Annual Meeting of the
Corporation;
d. To acquire or take by purchase, gift, grant, lease, devise, bequest or in any
other manner and form, any and all property, real and personal, absolutely, in
trust or otherwise; and also to give, grant, bargain, sell, encumber, mortgage,
pledge, lease, exchange, convey or otherwise dispose of any and all property; to
borrow money and to execute notes or other evidences of indebtedness, and to do
all acts necessary and proper for the carrying into effect of the purposes above
set forth;
e. To authorize any officer, officers, agent, or agents in the name of and on
behalf of the corporation, to enter into any contract or execute and deliver any
instrument, or to sign checks, drafts or other orders for the payment of money
or notes or other evidences of indebtedness and such authority may be general or
confined to specific
instances. Unless so authorized by the Directors, no officer or agent shall have
power or authority to bind the Corporation by any contract or engagement or to
render it liable for any purpose in any amount;
f. All funds of the Corporation not otherwise employed shall be deposited, from
time to time, to the credit of the Corporation in such banks, trust companies or
other depositories as the Directors may select, or as may be selected by the
Treasurer or any other officer of the Corporation to whom such power may, from
time to time, be
delegated by the Directors, or shall be invested in such securities (of any
nature) as the Directors may determine from time to time;
g. To determine and periodically review the purposes and mission of the
Corporation;
h. To exercise responsibility for overall direction of the corporation by
determining annual operating and capital budgets as well as the general,
financial and investment policies of the Corporation, reviewing those policies
periodically, and delegating authority for implementation of Board policy and
day-today management to
appropriate persons;
i. To establish, review and approve changes in the activities of the Corporation
consistent with the corporate purpose; and
j. To authorize officers and/or agents of the Corporation to: purchase, lease,
manage and sell land and buildings; incur debt and secure the same by mortgage
and pledge of real and personal property, tangible and intangible; to purchase
and/or sell securities or other financial investment instruments; and to accept
gifts or bequests on behalf of the Corporation.
4.3 Attendance: Directors are expected to attend all meetings of the
Board of Directors and of any committees on which they serve, unless excused by
the President for good cause or unless this provision is waived by unanimous
vote of the remaining Directors. Participation in meetings by telephone
conference call shall have
the same effect as presence in person at the meeting.
4.4 Vacancies: In the event of a vacancy on the Board of Directors
occurring between Annual Meetings, the President may appoint a member in good
standing to fill the vacancy until the next Annual Meeting of the Members, at
which time the Vacancy shall be filled in the manner, and for the unexpired
term, of the person creating the vacancy.
4.5 Removal: Any Director may be removed from office with or without
cause at any meeting by affirmative vote of at least 2/3rds of the Directors
then in office. The removal of a Director who serves as such ex officio shall
also serve to remove the Officer from Office.
4.6 Resignations: Any Director may resign at any time either by notice in
writing to the Secretary or by absence from three (3) successive meetings of the
Directors. Written resignations shall take effect at the time therein specified,
or upon receipt if no time shall have been specified. With respect to
resignations deemed offered by
three consecutive absences, they shall not be accepted except by affirmative
vote of a majority of Directors present at a meeting subsequent to the meeting
giving rise to the deemed offer of resignation. Unless otherwise specified, the
acceptance of such resignation shall not be necessary to make it effective. The
resignation of a Director who serves as such ex officio shall also serve as the
resignation of the Officer from Office.
4.7 Meetings: There shall be an Annual Meeting of the Directors held
without any notice other than this bylaw immediately prior to and in the same
location as the Annual Meeting of the Members in each year. Additionally, there
shall be such Regular and special Meetings of the Directors, and/or the
corporate officers and/or the
committees as are necessary to conduct the business of the Corporation. Location
and time of these regular and special meetings shall be at the discretion of the
Board. Special meetings may be called at the discretion of the President, or at
the request in writing of at least three (3) of the Directors.
4.8 Notice of Meetings: Except as otherwise provided herein, A minimum of
ten (10) days notice for meetings of the Board shall be given, either by mail,
telegraph, telephone or personal communications and such notice shall include at
least an agenda and list of items to be voted upon.
4.9 Quorum, Voting and Manner of Acting: At least twenty percent (20%) of
the Directors shall constitute a quorum. Unless otherwise required by law, the
Articles of Incorporation, or these Bylaws, the act of a majority of the
Directors present at a meeting where a quorum is present shall be the act of the
Board. In unusual circumstances, a Director may participate in any meeting of
the Board by means of conference-telephone, or similar communications equipment
enabling all Directors participating in the meeting to hear one another. Such
participation in a meeting shall constitute presence in person at such meeting.
Voting by proxy shall not be permitted.
4.10 Mechanisms for Board Action Without a Meeting: If all the Directors
sign a written consent specifying any action desired to be taken by the
corporation, such action shall be a valid corporate action as though it had been
authorized at a meeting of the Board and the secretary shall file such consent
with the minutes of the meeting of the Board to be read at the ensuing regular
meeting. A consent may be executed in counterpart originals as long as all
counterparts are maintained in the corporate record book by the Secretary.
4.11 Compensation: Directors shall not be compensated for their service
as Directors of the Corporation, but they may receive reasonable remuneration
for services rendered to, or on behalf of, the Corporation. Directors may be
reimbursed for reasonable expenses incurred in their service as Directors.
4.12 Minutes: A written record of all Board meetings shall be maintained
by the Secretary in one or more corporate books reserved for this purpose.
Article 5. Officers
5.1 Officers: The officers of the Corporation shall be a President, a
Vice President, a Genealogist, a Treasurer, and a Secretary and such other
officers as the Directors may consider to be necessary or advisable from time to
time. Officers must be Members in good standing.
5.2 Election and Term of Office: With the exception of the Genealogist,
The officers of the corporation shall be elected for terms of two (2) years by
the Members at the annual meeting of the Corporation and may serve only two
consecutive terms in office. The President and Vice President shall be elected
in even numbered years and
the Treasurer and Secretary shall be elected in odd numbered years. If the
election of officers is not held at such meeting, such election shall be held as
soon thereafter as is practicable. The Genealogist shall be elected by the
Directors for an indefinite term and shall serve at the pleasure of the Board.
Each officer shall hold office until his or her successor has been duly elected
and qualified, or until his or her earlier death, resignation or removal.
5.3 Resignation: Any officer may resign by giving written notice thereof
to the Secretary or the President and (unless otherwise provided by these
Bylaws) no vote of acceptance shall be necessary to make it effective.
Resignations shall be effective on the date specified therein, or if no date is
specified, then upon receipt.
5.4 Removal: Any officer elected or appointed by the directors may be
removed by the directors whenever in their judgment the best interests of the
corporation would be served thereby. Any such removal shall be without prejudice
to the contract rights, if any, of the officer so removed; provided, however,
that the election of any individual to corporate office shall not create
contract rights.
5.5 Vacancies: Upon a vacancy in any office, the President may appoint a
member in good standing to fill the unexpired portion of the term. Upon the
vacancy of the office of President, the Vice-president shall assume the position
of President for the unexpired portion of the term. Any office filled under this
Section shall be subject to
confirmation by the membership at the next annual meeting.
5.6 Powers and Duties: The several officers shall have the following
powers and duties and shall perform such other duties as may from time to time
be specified in resolutions or other directives of the board of directors.
a. President: The President shall preside at all meetings of members, and
all meetings of the board of directors. The President shall act as operating and
directing head of the Corporation, subject to policies established by the board
of directors. The President shall act as Spokesperson for the organization.
b. Vice-president: The Vice President shall perform such duties as may be
from time to time be assigned. The Vice-president, as authorized by the board,
shall have all the powers and perform all the duties of the President in case of
the temporary absence of the President or in the case of the Presidents
temporary inability to act. In
case of the permanent absence or inability of the President to act, the Vice
President shall ascend to the office of the President for the unexpired portion
of the term. The Vice-president shall serve as Chairperson of the Conference
Committee.
c. Genealogist: The Genealogist shall serve as Chairperson of the
Genealogical Committee.
d. Treasurer: The Treasurer shall have general custody of all of the
financial books and records and funds of the Corporation; the Treasurer shall
deposit the funds of the Corporation in such bank or banks as the board of
directors may designate. Regular books of account shall be kept under the
Treasurer’s direction and supervision,
the Treasurer shall render financial statements to the President, directors and
members at proper times. The Treasurer shall have charge of the preparation and
filing of such reports and financial statements and returns as may be required
by law. The Treasurer shall give to the Corporation such fidelity bond as may be
required by
the Directors from time to time, and the premium therefore shall be paid by the
Corporation as an operating expense.
e. Secretary: The secretary shall keep the minutes of all meetings of
members of the board of directors and all meetings of the membership. The
Secretary shall be the custodian of the Corporation’s books and records except
those pertaining to the Corporation’s financial affairs and those records,
books, and other reference material maintained by the Genealogical Committee.
The Secretary receives money for dues, issues membership cards and maintains
records of membership and dues payments. The Secretary shall, at the direction
of the President, give or cause to be given required notices of all meetings of
the members and the board of directors. The secretary shall perform all the
duties incident to the office of Secretary of an Corporation.
Article 6. Committees
6.1 Standing Committees: To facilitate the management of the affairs of
the Corporation, the following standing committees are established to perform
the functions as indicated. Except for the Genealogical Committee and the
Conference Committee, the President shall appoint one of the Directors to each
standing committee, who shall act as chairperson of the committee. Other members
of the standing committees shall be designated by the chairperson.
a. Genealogical Committee: The Genealogical Committee shall act on all
applications for membership in the Corporation. This committee shall maintain
and keep available for inspection and use its files and records to all members
in good standing and assist applicants for membership to develop their
genealogical lines. Only members in good standing shall be provided full access
to the genealogical records. The Genealogist shall serve as Chair person of the
Genealogical Committee and other members of the Committee shall be appointed by
the chair person.
b. Conference Committee: The Conference Committee shall select future
sites for annual meetings and advise and assist in activities related to the
annual meeting. The Vice President shall serve as Chair person of the Conference
Committee and other members of the Committee shall be appointed by the chair
person.
c. Membership Committee: The Membership Committee shall promote
membership in the Corporation.
d. Nominating Committee: The Nominating Committee shall solicit names of
qualified nominees for officers and for the board of directors and submit the
names of the nominees to the membership of the Corporation at least thirty (30)
days prior to the annual meeting. An opportunity for nominations from the floor
at such annual meeting shall also be allowed.
6.2 Special and Ad Hoc Committees: The President may appoint special or
ad hoc committees to advise the Directors whenever in his or her judgment the
best interest of the Corporation will be served thereby. The President shall
appoint one of the Directors to each committee, who shall act as chairperson of
the committee.
Other members of the committees shall be designated by the chairperson. Such
committees shall report at the Annual Meeting subsequent to their appointment
and shall then dissolve unless continued or extended by the President for
another year; provided, however, that the powers of such Committees shall be
limited to advising
the Directors unless the Directors specifically act to delegate such of their
power and authority as they may consider advisable (except those powers which by
law, the Articles of Incorporation, or these Bylaws may not be so delegated).
The Directors shall retain the power to rescind any delegation of authority.
6.3 Reports: The chairperson of all committees shall file written reports
with the President at the Annual Meeting. The reports shall contain a summary of
the activities of the committee during the past year.
6.4 Term of Service: A member of any Committee shall serve until the next
annual meeting of the Board of Directors or until a successor is appointed,
unless the Committee shall be sooner dissolved or unless the individual is
removed from such Committee, resigns, or ceases to qualify as a member of such
Committee.
6.5 Meetings and Notice: Meetings of Standing and Special Committees may
be called by the President, the Chairman of the Committee, or any three (3) of
the Committee's voting members. Except as otherwise provided in these Bylaws,
each committee shall meet as often as necessary and appropriate to perform its
duties. The date, time and place of a meeting shall be given at such time and in
such manner as to provide reasonable notice to committee members of the meeting.
Such notice may either be oral or written, but must be given at least
twenty-four (24) hours prior to the meeting, except that shorter notice may be
given if necessitated by an emergency. Each committee shall report to the
Directors at their next Regular Meeting subsequent to each meeting of the
committee and such reports shall be kept as part of the minutes of the meeting
of the Directors.
6.6 Quorum, Voting and Manner of Acting: Except as otherwise provided in
these Bylaws, in the resolution of the Directors creating a Committee or by the
President, a majority of the full Committee shall constitute a quorum and action
taken when a quorum is present shall be the act of the Committee. Voting by
proxy shall not be
permitted.
6.7 Resignations and Removals: A member of a Committee may resign at any
time by submitting a written resignation to the Chairman of the Committee, or
the President. Any member of any Committee may be removed by the Directors
whenever, in their judgment, the best interests of the Corporation would be
served
thereby. Failure by any Committee member to attend two (2) consecutive regular
meetings unexcused shall warrant a letter of warning that a third absence will
be cause for removal from the Committee. The President may remove any committee
member he or she has appointed whenever, in his or her judgment, the best
interests of the Corporation will be served thereby.
6.8 Vacancies: A vacancy on a Committee shall be filled for the unexpired
portion of the term in the same manner in which the selection of the previous
committee member was made. During any vacancy, the remaining Committee members
may continue to act with the power and authority of the full Committee.
Article 7. Indemnification
7.1 Indemnification: The Corporation shall in all cases, to the fullest
extent permitted by the Maine Nonprofit Corporation Act, indemnify any person
who was or is involved in any manner (including, without limitation, as a party
or a witness) in any threatened, pending or completed investigation, claim,
action, suit, or proceeding,
whether civil, criminal, administrative, or investigative (including, without
limitation, any action, suit, or proceeding brought by, or in the right of, the
Corporation to procure a judgment in its favor) by reason of the fact that that
person is or was a director or officer of the Corporation, against all
liabilities and expenses actually and
reasonably incurred by the person in connection with such actions, suits or
proceedings including but not limited to attorneys’ fees, judgments, fines and
amounts paid in settlement. This Section is subject to the limitations set forth
in Section 7.2.
7.2 Limitations on Indemnification: No indemnification shall be provided
for any person with respect to any matter as to which that person shall have
been finally adjudicated in any action, suit or proceeding not to have acted in
good faith in the reasonable belief that that person’s action was in the best
interests of the corporation or, with respect to any criminal action or
proceeding, had reasonable cause to believe that that person’s conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order
or conviction adverse to such person, or by settlement or plea of nolo
contendere or its equivalent, shall not of itself create a presumption that such
person did not act in good faith in the reasonable belief that his action was in
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.
7.3 Requirement of Indemnification: Any provision of Sections 7.1, 7.2 or
7.4 to the contrary notwithstanding, to the extent that a director or officer
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Section 7.1, or in defense of any claim, issue or
matter therein, that person shall be indemnified against all expenses and
liabilities, including attorneys’ fees, actually and reasonably incurred by that
person in connection therewith. The right to indemnification granted by this
Section 7.3 may be enforced by a separate action against the Corporation, if an
order for indemnification is not entered by a court in the action, suit or
proceeding wherein he was successful on the merits or otherwise.
7.4 Procedure: Any indemnification under Section 7.1, unless ordered by a
court, shall be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the director or officer is proper
in the circumstances because that person has met the applicable standard of
conduct set forth in Section 7.1 and Section 7.2. That determination shall be
made by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or if such a
quorum is not obtainable, or even if obtainable, if a quorum of disinterested
Directors so directs, by independent legal counsel in a written opinion. Such a
determination, once made by the Board of Directors may not be revoked by the
Board of Directors, and upon the making of such determination by the Board of
Directors, the director or officer may enforce the indemnification against the
Corporation by a separate action notwithstanding any attempted or actual
subsequent action by the Board of Directors.
7.5 Expenses: Expenses incurred in defending a civil, criminal,
administrative investigation, or any such action, suit or proceeding may be
authorized and paid by the Corporation in advance of the final disposition of
that action, suit or proceeding upon a determination made in accordance with the
procedure established in Section 7.4 that, based solely on the facts then known
to those making the determination and without further investigation, the person
seeking indemnification satisfied the standard of conduct prescribed by Section
7.1 and 7.2. Those persons making such determination may, in their discretion,
require such person to provide the following to the Corporation:
a. A written undertaking by or on behalf of the officer or director to repay
that amount if that person is finally adjudicated:
1. Not to have acted honestly or in the reasonable belief that the person’s
action as in or not opposed to the best interests of the Corporation; or
2. With respect to any criminal action or proceeding, to have had reasonable
cause to believe that the person’s conduct was unlawful; and
b. A written affirmation by the officer or director that the person has met the
standard of conduct necessary for indemnification by the Corporation as
authorized in this section.
The undertaking required by Paragraph (A) shall be an unlimited general
obligation of the person seeking the advance, but need not be secured and may be
accepted without reference to financial ability to make the repayment.
7.6 Enforceability: The indemnification and entitlement to advances of
expenses provided by this Article shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any bylaw, agreement,
vote of disinterested directors or otherwise, both as to action in that person’s
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, trustee, partner or fiduciary and shall inure to the benefit of the
heirs, executors and administrators of such a person. A right to indemnification
may be enforced by a separate action against the Corporation, if an order for
indemnification has not been entered by a court in any action, suit or
proceeding in respect to which indemnification is sought.
7.7 Insurance: The Corporation shall have the power to purchase and
maintain insurance on behalf of any person who is or was a director or officer
against any liability asserted against that person and incurred by that person
in any such capacity, or arising out of that person’s status as such, whether or
not the Corporation would have the power to indemnify that person against such
liability under this Article.
Article 8. General Provisions
8.1 Fiscal Year: The fiscal year of the Corporation shall be from January
1 through December 31 of each year.
8.2 Gender: Any word or reference contained in these Bylaws which implies
one gender shall be applied to the other gender as appropriate.
8.3 Severability: In the event that any provision of these Bylaws is
deemed to be invalid or unenforceable for any reason, then the remaining
provisions of these Bylaws shall be construed in all respects as if such invalid
or unenforceable provisions were omitted.
8.4 Notices – Proof: An affidavit of the mailing of any notice required
hereunder with a copy of the notice attached made by the person mailing the
notice shall be sufficient proof of compliance with these Bylaws.
8.5 Waiver of Notice: Whenever any notice is required to be given under
the provisions of the Maine Nonprofit Corporation Act or under the provisions of
the Articles of Incorporation or by these bylaws, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether before or after
the time that notice was required shall be deemed equivalent to the giving of
such notice. Neither the purpose of nor business to be transacted at any meeting
need be specified on the waiver of notice, unless specifically required by law.
The attendance of a person at a meeting shall constitute a waiver of notice of
such meeting, except where a person
attends a meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened.
8.6 Review and Amendment of Bylaws: These bylaws may be changed, amended
or restated at any meeting of the Members upon affirmative vote of a majority of
the Members entitled to vote; provided, however, that:
a. The proposed amendment must have previously been reviewed by the Directors
who shall have acted by a two-thirds majority to recommend either the passage or
failure of the proposed amendment; and
b. Notice of the substance of the proposed amendment and the recommendation of
the Directors must be sent to all the Members at least thirty (30) days before
the meeting.
c. Notwithstanding Subparagraphs a and b above, yet in conformance with the
following Subparagraph, the Members at any Annual Meeting may suspend or waive
any of these bylaws by a vote of three-fourths of those in attendance.
Prior to each Annual Meeting of the Directors, the Nominating Committee shall
review these bylaws and suggest any necessary changes thereto to the Board of
Directors. No alteration, amendment or repeal of any provision which is
substantially similar to any provision contained in the Articles of
Incorporation may be made without likewise amending the Articles of
Incorporation.
*** End of Bylaws ***
