BY-LAWS
(Adopted April 10, 2002)
Narraguagus ATV Club
P.O. Box 453
Cherryfield, Me 04622
ARTICLE I
Name and Location
1. The name of this
corporation is Narraguagus ATV CLUB
with a mailing address of P.O. Box
453, Cherryfield, Maine 04622
ARTICLE II
Purposes and Powers
Section 1. The purposes
of this corporation shall be social in nature, to-wit: To own, maintain and operate
social and recreational facilities, including but not limited to clubhouses and ATV trails, for the use and benefit of its
members; to encourage good fellowship among its members; to conduct ATV trail rides, and ATV races in accord with applicable
law and regulations; to encourage safety and courtesy in ATV riding; and generally in all ways to advance and improve the
great outdoor sport of ATV riding in all its forms.
To these ends the corporation shall be empowered:
To acquire by gift or purchase, whether in trust or otherwise, to
hold, sell, convey, assign, mortgage, or lease any property, real or personal, necessary or incidental to the accomplishment
of any of its purposes; to solicit funds, subscriptions, pledges, grants and bequests for its said purposes; to borrow money
and issue evidence of indebtedness, and to secure loans by mortgage, pledge or other lien, all in furtherance of its said
purposes; to apply for, obtain and contract with any governmental agency or private foundation for grants, direct loans or
other financial aid and to make any other contract in furtherance of its said purposes; and to take such other and further
actions as may be necessary for the accomplishment of its said purposes and not inconsistent with the specific limitations
of its powers hereinafter recited.
PROVIDED, HOWEVER, that the corporation shall not be operated for profit
and no part of the net earnings of the corporation shall insure to the benefits of, or be distributable to, its members, trustees,
officers or other private persons, partnerships, or corporation; except that the corporation shall be authorized and empowered
to pay reasonable compensation for services rendered and to make payments and distribution in furtherance of its purposes
hereinbefore set forth.
PROVIDED, FURTHER, that no substantial part of the activities of the corporation shall be the carrying on of propaganda,
or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including
the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
PROVIDED, FURTHER, that notwithstanding any other provision of these articles,
the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal
income tax under Section 501 (c) (7) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United
States Internal Revenue Law), or by a corporation, contributions to which are deductible under Section 170 (c) (2) of the
Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
PROVIDED, FURTHER, that
upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of
all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of
the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable,
educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under
Section 501 (c) (7) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal
Revenue Law), as the Board of Directors shall determine. Any of such assets not
so disposed of shall be disposed of by the Superior Court of the County in which the principal office of the corporation is
then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which
are organized and operated exclusively for such purposes.
ARTICLE III
Membership; Dues
1. Initial Members. Membership in this corporation shall consist
initially of the incorporators whose signatures appear on the certificate of organization.
2. Membership is open to any person of good character and in sympathy with the purposes of the corporation
upon application to the secretary and payment of one year’s dues.
3. Membership shall consist of three classes:
a. Family membership shall include husband and
wife and their children under 18 years of age.
b. Single Membership
c.
Business Membership
4. Powers. Members (16 years and older) shall be eligible to
vote at all meetings of, and to hold office in, this corporation.
5. The Board of Directors shall establish the qualifications and rights of Associate Members.
6. Resignation, removal. If a member, while operating an ATV,
violates any law or regulation, or commits any act, which could reflect on the integrity of the corporation, the membership
may be terminated by a majority vote of the general membership or if his annual dues remain unpaid sixty (60) days after the
Treasurer therefore mails bills out.
7. Dues. The annual dues for members shall be $10.00-single membership,
$15.00 –Family Membership, $30.00—Business Membership, per year, payable on or before the 1ST day of April in each year.
ARTICLE IV
Meetings of Membership
1. Annual meetings. The annual meeting of this corporation for the purpose of electing directors and officers shall be held
on the 2nd Wednesday of April in each year, except that if such day is a legal holiday, such meeting shall be held
on the business day next following. Such meeting shall be held at some place
within the Town of Cherryfield, Maine designated by the President.
2. 2.
Special Meetings. Special meetings of the membership may be called
by the President at any time and shall be called by him at the written request of five (5) members stating the object thereof. Upon receipt of such request the President shall forthwith cause the Secretary to
issue notice to the membership stating the time, place and object of such meeting, which shall be held not later than twenty-one
(21) days after receipt by the President of request therefore. No business not
related to the object stated in the request shall be transacted thereat.
3. Quorum. A quorum for voting purposes
at any meeting of the membership shall be one-fifth (1/5) of the membership at the time of the call of the meeting; however,
a less interest may adjourn the meeting.
4. Proxies. No voting by proxy shall
be permitted at any meeting of the corporation.
5. Notice. The monthly meetings will be the 2 nd Wednesday of every month.
ARTICLE V
Officers
1. Number and designation. The management
and administration of the affairs of this
Corporation shall be entrusted to four (4) officers, President, Vice-President, Secretary and Treasurer.
2. President. The
President shall be the chief executive and administrative officer of the corporation.
He shall preside at all meetings of the corporation.
3. Vice-President. The
Vice-President shall, in the absence of or disability of the President, have and exercise all the powers of the President. He shall have such other and further duties as the President may from time to time
prescribe.
4. Secretary. The
Secretary shall keep an accurate record of the meetings of this corporation. He
or she shall give notice required by these by-laws of all such meetings. He or he shall notify person of their election to
or removal from membership, and shall conduct the formal correspondence of this corporation. He or she shall have custody
of the minute book and other records of this corporation.
5. Treasurer. The
Treasurer shall keep the accounts and have charge of the funds of this corporation.
He shall render a written report of the financial condition of this corporation to the membership at its annual meeting.
6. Committees; absences.
The President may from time to time appoint from the membership such committees as in his judgement shall be necessary
to further the purposes of this corporation. In case of the absence or inability
to act of either the Secretary of the corporation or the Treasurer, the President may appoint a Secretary or Treasurer pro
tem.
7. Election of officers.
The officers of this corporation shall be elected by the membership at the annual meeting of this corporation. From the nominees for each office the one receiving the highest number of votes cast
shall assume that office. If there is no more than one nominee for each office,
the President may waive the requirement of formal balloting and direct the Secretary to cast one ballot for the nominee. The terms of the several officers shall be one year and until their successors are
elected. The President shall appoint a nominating committee of at least three
persons one month prior to the annual meeting with the approval of the Board of Directors.
ARTICLE VI
Directors
1.
Number, how elected; term. The
governing body of this corporation shall be a Board of Directors composed of five (5) persons.
Board
of Directors shall be elected annually.
2. Officers of the Board.
Immediately following the annual meeting of the corporation the Board of Directors shall meet and elect from their
number a Chairman and a Secretary. The Chairman shall preside at all meetings
of the Board and the Secretary shall keep the minutes of such meetings.
3. Meetings. The Directors
shall meet at the call of the Chairman of the Board. Special meetings shall be
called by the Chairman at the written request of three (3) members stating the object thereof.
Upon receipt of such request the Chairman shall cause the Secretary to forthwith issue notice to the Directors stating
the time, place and object of such special meeting, which shall be held not later than five (5) days after receipt by the
Chairman of request therefore. No business not related to the object stated in
the request shall be transacted thereat.
4. Quorum. A quorum
for voting purposes at any meeting of the Directors shall be three (3) members; however, a less interest may adjourn the meeting.
5. Proxies. No voting
by proxies shall be allowed at any meeting of the Directors.
6. Notice. Written
or telephone notice of all meetings of the Directors shall be given by the Secretary to each Director at least five (5) days
before the date fixed for such meeting. Notice shall be deemed given when mailed.
ARTICLE VII
Finances; Execution
of Documents
1. Finances. All corporate
funds shall be deposited in such bank as may from time to time be designated by the Board of Directors. Corporate checks shall be signed by the Treasurer.
2. Execution of Documents.
When authorized by the Board of Directors, the President shall execute all documents on behalf of this corporation,
except corporate checks.
ARTICLE
VIII
Affiliation
1. This corporation shall be affiliated with the ATVMAINE (Association of Trail Vehicles in Maine), optional,
but suggested.
ARTICLE IX
Amendments
The certificate of organization
of this corporation and these by-laws may be amended by a two-thirds vote of the membership, provided the substance of such
amendment has been included in the notice of the meeting.
