1.1 Name. The name of this corporation is "ABC ATHLETIC ASSOCIATION, INC."
1.2 Seal. If the Board of Trustees shall determine that the corporation shall have a corporate seal, it shall be circular in form and shall bear on its outer edge the words "ABC ATHLETIC ASSOCIATION, " and in the center, the words and figures "Incorporated 1992 Maine." The Board of Trustees may change the form of the seal or the inscription thereon at its pleasure.
1.3 Offices. The principal office of the corporation shall be at P.O. Box 553, Rockport, Maine. The corporation also may have offices at such other places as the Board of Trustees from time to time may determine.
PURPOSES, STATEMENT OF MISSION
2.1 Purposes. The corporation is organized and shall be operated exclusively for charitable and educational purposes, within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986 and the Regulations thereunder as they now exist or as they may hereafter be amended (collectively, the "Code").
2.2 Mission. Consistent with the Statement Of Mission and objectives in the Certificate of Incorporation, the goals of the corporation shall be to promote the following aspects of sports in Knox County, Maine: fun, sportsmanship, fair play, team play, proper exercise technique, sports safety, development of skills, discipline, self esteem, cooperation, commitment, and making an effort. While winning shall not be considered unimportant, it shall not supersede the striving to win within the boundaries of the rules and the ethics of sportsmanship in a fair competition of ability, effort and strategy. Victory, therefore, shall not be stressed as the ultimate goal.
MEMBERS, TRUSTEES, CORPORATE POWERS AND ADVISORY BOARD
3.1 Members. The corporation shall not have members.
3.2 Trustees. The number of trustees constituting the first Board of Trustees shall be 11. The Board Of Trustees shall have authority to increase or decrease the number of trustees (but not below 10 trustees) by resolution of the Board from time to time without amendment of this section of these Bylaws.
3.3 Corporate Powers. All of the corporate powers of the corporation shall be exercised by the trustees serving as a Board of Trustees, except to the extent specifically provided otherwise by law or by these Bylaws.
3.4 Advisory Board. Without in any way imposing this as a legal requirement, from time to time the Board of Trustees may appoint one or more persons who are active in other charitable organizations to carve on an Advisory Board to the Board of Trustees. Members of the Advisory Board shall serve for an indefinite term and may be removed from office with or without cause by the affirmative vote of a majority of the Board of Trustees. Members of the Advisory Board shall not be entitled to vote on any matter presented to the Board of Trustees for decision.
TERM AND ELECTION OF TRUSTEES
4.1 Duration of Term of Office. There shall be one class of trustees. The terms of each of the initial trustees of the corporation shall be deemed to have begun on the date of the corporation's incorporation and shall terminate June 30, 1995. other than the initial term of the initial trustees, the trustees shall serve for terms of 2 years each; providing, however, any one named as a trustee because he or she is chairing a committee shall have a term of one year. The term of each trustee shall expire at the close of the annual meeting of the corporation in the last year of such trustee's term, provided, however, that a trustee shall remain in office, beyond the expiration of his or her term, until such time as a successor shall be duly elected and shall have assumed office. A trustee shall leave office prior to the expiration of his or her term immediately upon death, disability, removal or resignation, or if he or she becomes ineligible to serve as trustee.
4.2 Election. Trustees shall be elected by the Board of Trustees.
4.3 Assumption of office. Newly-elected trustees shall assume office upon the expiration of their predecessor's term, if any, and if there is no predecessor a newly-elected trustee shall assume office immediately.
4.4 Removal of Trustees. Any trustee of the corporation may be removed from office with cause by the affirmative vote of a majority of all the other members of the Board of Trustees.
4.5 Vacancies. The Board of Trustees may fill any vacancy among the trustees, including a vacancy caused by death, disability, removal, resignation, ineligibility, or otherwise, by appointing a successor trustee to serve the remainder of the vacating trustee's term. The trustees may fill a vacancy even if they lack a quorum to decide other matters. Any person elected to fill a vacancy on the Board of Trustees shall hold office until the later of the expiration of his or her predecessor's term or the date on which a successor is duly elected and assumes office.
5.1 Annual Meetings. The annual meeting of the Board of Trustees for the election of trustees and officers, and for the transaction of such other business as may properly come before the meeting, shall be held at such time and such place within or outside of the State of New Jersey as the Board of Trustees shall designate.
5.2 Regular Meetings. Regular meetings of the trustees of the corporation shall be held quarterly, unless otherwise scheduled by the Board of Trustees, at the principal office of the corporation or at such other place within or outside the State of New Jersey as the Board of Trustees shall designate, on such dates and at such times as the Board of Trustees may determine by resolution.
5.3 Special Meetings. Special meetings of the trustees may be called at any time by the President and must be called by the President upon receipt of a written request from any three trustees, and shall be held at the principal office of the corporation or at such other place within or outside of the State of New Jersey as the President calling the meeting shall designate. Meetings by telephone conference call shall be permitted, upon proper notice, provided that a quorum of trustees participates in any such conference call.
5.4 Notice of Meetings. Notice of the time, place, manner, and purpose or purposes of annual, regular or special meetings shall be given or served personally, by mail or by telephone, upon each person who appears upon the books of this corporation as trustee. Notice of any annual, regular or special meeting shall be given not less than 5 or more than 60 days prior to the date of the meeting. such notice, if mailed, shall be directed to each trustee at the trustee's address as it appears on the books of the corporation, unless the trustee shall have filed with the Secretary of the corporation a written request that such notice be mailed to some other address, in which case the notice shall be mailed to the address designated in such request. The President shall send, or cause to be sent, notice of meetings.
5.5 Waiver of Notice. Whenever under the provisions of any law or under the provisions of the Certificate of Incorporation or Bylaws of this corporation, the corporation or the Board of Trustees or any committee thereof is authorized to take any action after notice to the trustees of the corporation or to the members of a committee or after the lapse of a prescribed period of time, such action may be taken without notice and without the lapse of any period of time if at any time before or after such action is completed the notice requirement is waived in writing by the person or persons entitled to such notice or entitled to participate in the action to be taken, or by his, her or their duly authorized attorney.
5.6 Quorum. At any meeting of the trustees or a committee of the corporation, the presence of a majority of the trustees or committee members serving at that time shall constitute a quorum for all Purposes except as otherwise provided by law or these Bylaws. The act of a majority of those present at any meeting at which there is a quorum shall be the act of the corporation or committee except as otherwise may be provided specifically by statute or by these Bylaws. Either in the absence of a quorum or when a quorum is present, a meeting may be adjourned from time to time by vote of the majority of those present in person, without notice to those in attendance other than by announcement at the meeting. At least 12 hours' notice of the date of the postponement shall be given to any absent member. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the original meeting.
5.7 Voting. At every meeting of trustees, each trustee shall be entitled to one (1) vote in person or by proxy.
5.8 Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Trustees or any committee thereof may be taken without a meeting, if prior or subsequent to such action, a written consent to such action is signed by all trustees or by all members of such committee, as the case may be, and if such written consent is filed with the minutes of proceedings of the Board of Trustees or the committee.
5.9 Contracts and Services. The trustees and officers of the corporation may be interested directly or indirectly in any contract relating to or incidental to the operations conducted by the corporation, and may freely make contracts, enter transactions, or otherwise act for and on behalf of the corporation, notwithstanding that they also may be acting as individuals, or as trustees of trusts, or as agents for other persons or corporations, or may be interested in the same matters as stockholders, directors, trustees, or otherwise. However, any contract, transaction, or act on behalf of the corporation in a matter in which any trustee or officer is personally interested as a stockholder, director, trustee, or otherwise shall be disclosed to the trustees, conducted at arm's length, and shall not violate the proscription in the corporation's Certificate of Incorporation against the corporation's use or application of its funds for private benefit. Further, the interested trustee shall not be permitted to vote on such matter but he or she shall be deemed to be present for purposes of determining whether a quorum is present to vote on the matter. In addition, no contract, transaction, or act shall be taken on behalf of the corporation if such contract, transaction or act is a prohibited transaction or an act of self- dealing as those terms are defined in the Code, or would result in the denial of any tax exemption, deduction, or benefit under any provision of the Code. In no event, however, shall any person or other entity dealing with the trustees or officers be obligated to inquire into the authority of the trustees and officers to enter into and consummate any contract, transaction, or other action.
COMMITTEES OF THE BOARD OF TRUSTEES
6.1 Committees. From time to time the Board of Trustees may authorize by resolution such standing committees and ad hoc committees as shall be necessary. In addition to any standing or ad hoc committee authorized by resolution of the Board of Trustees, there shall be a standing committee for each activity to be undertaken by the corporation. As may be required by the Board of Trustees, each committee must periodically prepare and issue reports to the Board of Trustees regarding committee activities.
6.2 Appointment. All committees shall be appointed by the President and with the advice of the Board of Trustees. Committees shall be appointed following each annual meeting. Non- trustees shall be eligible for appointment as members of committees, but may not serve as the chairperson of any committee in the absence of specific authorization by the Board of Trustees.
6.3 Executive Committee. There shall be an Executive Committee consisting of the officers of the corporation. The Executive Committee shall have the power to act on behalf of the Board of Trustees during the intervals between meetings of the Board of Trustees; provided, however, that the Executive Committee may not:
(1) Make, alter or repeal any bylaw of the corporation;
(2) Elect or appoint any trustee, or remove any officer or trustee; and
(3) Amend or repeal any resolution previously adopted by the Board.
Special meetings of the Executive Committee may be called at anytime by the President. The Executive Committee shall develop the agenda for meetings with the assistance of the President. The Executive Committee shall inform the Board of Trustees of any actions or recommendations which may be necessary for the functioning of the corporation.
7.1 Officers; Term; Election. The officers of the corporation shall consist of a Chair of the Board, a President, one or more Vice-Presidents (which may include an Executive Vice-President), a Secretary and a Treasurer. The Chair of the Board, the President and any Vice President shall be named from among the trustees. The Secretary and Treasurer may, but need not, be trustees. In addition, the trustees may appoint or elect assistant officers and other officers, who need not be trustees. Assistant officers and other officers shall have such duties and powers as are determined by the Board of Trustees, provided that such powers and duties are consistent with these Bylaws. Any person may hold more than one office. All officers shall be elected annually at the annual meeting, for a term of 2 years, and shall hold office until their successors are duly elected and assume office. The President may not succeed himself or herself for a period of at least two years from the expiration of his or her term. There shall be no limit on the number of consecutive terms any other officer may serve.
7.2 Vacancies. In case any office of the corporation becomes vacant by-death, resignation, retirement, removal, disqualification or any other cause, the Board of Trustees may elect an officer to fill such vacancy, and the officer so elected shall hold office and serve until the later of the next annual meeting or the date on which a successor is elected and assumes office.
7.3 Chairperson of the Board. The Chairperson shall preside at all meetings of the Advisory Board, and shall do and perform such other duties as may be assigned by the Board of Trustees.
7.4 President. The President shall be the chief executive officer of the corporation, with general charge and supervision of the affairs of the corporation, and shall do and perform such other duties as may be assigned by the Board of Trustees.
7.5 Vice-President. At the request of the President, or in the event of the President's absence or disability, the Executive Vice-President (or, if there is none, a vice-President) shall perform the duties and possess and exercise the powers of the President. To the extent authorized by law, a Vice-President shall have such other powers as the Board of Trustees may determine, and shall perform such other duties as may be assigned by the Board of Trustees.
7.6 Secretary. The Secretary shall be in charge of such of the corporation's books, documents and papers as the Board of Trustees may determine, and shall have custody of the corporate seal. In the absence of a recording secretary, the Secretary shall keep the minutes of all meetings. With the President or any Vice-President, the secretary may sign any contracts or agreements authorized by the Board of Trustees, in the name and on behalf of the corporation, and when so authorized or ordered by the Board of Trustees, the Secretary may affix the seal of the corporation. The Secretary shall, in general, perform all the duties incident to the office of Secretary, subject to the control of the Board of Trustees, and shall do and perform such other duties as may be assigned by the Board of Trustees.
7.7 Assistant Secretary. The Assistant Secretary, if any, shall assist the Secretary and in the absence of the Secretary shall perform the Secretary's duties.
7.8 Treasurer. The Treasurer shall have custody of all funds, property, and securities of the corporation, subject to such regulations as may be imposed by the Board of Trustees. When necessary or proper the Treasurer may endorse for collection on behalf of the corporation checks, notes and other obligations, and shall deposit the same to the credit of the corporation at such bank or banks or depository as the Board of Trustees may designate. The Treasurer shall sign all receipts and vouchers and, together with the other officer or officers, if any, designated by the Board of Trustees, the Treasurer shall sign all checks of the corporation, except in cases where the authority to sign or execute checks has been expressly delegated by the Board of Trustees or by these Bylaws to some other officer or agent of the corporation. The Treasurer shall make such payments as may be necessary or proper to be made on behalf of the corporation. The Treasurer shall enter regularly on the books of the corporation to be kept by the Treasurer for the purpose full and accurate account of all moneys and obligations received and paid or incurred by the Treasurer for or on account of the corporation and, upon request by any trustee, shall exhibit such books to such trustee at a reasonable time at the offices of the corporation. The Treasurer shall, in general, perform all the duties incident to the office of Treasurer, subject to the control of the Board of Trustees.
7.9 Assistant Treasurer. The Assistant Treasurer, if any, shall assist the Treasurer and in the absence of the Treasurer shall perform the Treasurer's duties.
7.10 Removal. Any officer of the corporation may be removed from office with or without cause by the affirmative vote of two-thirds (2/3) of the Board of Trustees.
AGENTS AND REPRESENTATIVES
8.1 Authority. The Board of Trustees may appoint such agents and representatives of the corporation with such powers and to perform such acts or duties on behalf of corporation as the Board of Trustees may see fit, so far as may be consistent with these Bylaws, and to the extent authorized or permitted by law.
CONTRACTS AND ADMINISTRATION OF FUNDS
9.1 Agency. The Board of Trustees, except as these Bylaws otherwise provide, may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to a specific instance.
10.1 Fiscal Year. The fiscal year of the corporation shall begin on July I and end on June 30 of each year.
PROHIBITION AGAINST SHARING IN CORPORATE EARNINGS; DISSOLUTION
11.1 No Private Inurement. No trustee, officer, employee, committee member, or other person connected with the corporation, or any other private individual, shall receive any of the net earnings or pecuniary profit from the operations of the corporation at any time, provided, however, that this shall not prevent the payment to any such person of reasonable compensation, as determined by the Board of Trustees, for services rendered to or for the corporation and/or for reimbursement of reasonable expenses incurred in connection with such services. None of the persons enumerated above at the beginning of this section shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the corporation.
11.2 Procedure Upon Dissolution. In the event of a liquidation, dissolution, termination, or winding up of the corporation, the Board of Trustees shall, after provision for all liabilities, distribute any remaining assets or property of the corporation for one or more exempt purposes within the meaning of Code section 501(c)(3) to such organization or organizations then located in the United States and qualified under Code section 501(c)(3), or to a state or local government for a public purpose, as the Board of Trustees shall deem appropriate. Any such assets not so disposed of shall be disposed of by the Superior Court of New Jersey, exclusively for such purposes or to such organization or organizations as such Court shall determine, which are organized and operated exclusively for such purposes.
12.1 Reinvestment. The corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds hold by it, according to the judgment of the Board of Trustees, without being restricted to the class of investments which a trustee is or may hereafter be permitted by law to make or any similar restriction. However, no action shall be taken by or on behalf of the corporation if such action would result in the denial of the corporation's income tax exemption under section 501(c)(3) of the code.
12.2 Commingling. The Board of Trustees shall incorporate as assets of the corporation all property received and accepted by the corporation and, subject to any limitations, conditions, or requirements which may be a part of any gift, may commingle any assets of the corporation with any other of the corporation's assets, or may maintain any asset or assets in segregated funds or accounts whenever in their sole discretion they shall determine such segregation to be in the beat interest of the corporation or when the conditions, limitations, or instructions of any gift, grant, bequest, or devise shall require such segregation.
13.1 Preservation of Exempt Status. Notwithstanding any other provision of these Bylaws, no trustee, officer, employee, or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation which is not permitted to be taken or carried on (1) by an organization exempt from federal income tax under section 501(c)(3) of the Code, or (2) by an organization contributions to which are deductible under section 170(c)(2), section 2055(a)(2), or section 2522(a)(2) of the Code.
13.2 Prohibition on Lobbying. 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 (including the publishing or distribution of statements) in any political campaign on behalf of any candidate for public office.
13.3 Public Inspection of Annual Returns. The corporation shall make available for public inspection a copy of its three most recent annual returns, such returns containing all required information representing direct and indirect transaction relationships between itself and other tax-exempt organizations not described in Code section 501(c)(3), e.g. lobbying groups or political organizations.
14.1 Indemnification by Corporation. Each present and future member of the Board of Trustees and each present and future officer of the corporation and each present and future member of any committee of the Board of Trustees, and the legal representatives of such persons, shall be indemnified by the corporation to the fullest extent permitted by the New Jersey Nonprofit Corporations Act, as may be amended from time to time.
14.2 Indemnification Not in Restriction of Other Privileges. The right of indemnification described in section 14.01 above shall be in addition to, and not in restriction or limitation of, any other privilege or power with respect to indemnification or reimbursement which the corporation or t individual seeking indemnification may have, pursuant to N.J.S.A. 15A:3-4 or any other source.
15.1 Amendments to Bylaws. The Board of Trustees shall have the power to make, alter, amend, and repeal the Bylaws of the corporation by affirmative vote of a majority of those trustees present at any duly-convened meeting (except where a greater majority is required by law), or by unanimous consent of all trustees without a meeting. The proposed alteration, amendment, or repeal shall be specified in the notice of the meeting of this corporation provided for in Article V of these Bylaws.