CUMBERLAND RIFLE & PISTOL CLUB, INC.
Section 1.1. Name. The name of the Club shall be CUMBERLAND RIFLE & PISTOL CLUB, INC. (hereinafter the “Club”).
Section 1.2. Location of Club. The Club shall have its principal place of business in Cumberland, Maine.
Section 1.4. Registered Office. The Registered Office of the Club is at 415 Congress, Portland, Maine. The address of the Registered Office may be changed from time to time by the Board of Directors or by the Registered Agent.
Section 1.5. Registered Agent/Clerk. The Registered Agent/Clerk is the person designated in the Articles of Incorporation, as amended from time to time by the Board of Directors.
Section 2.1. General Purposes. The non-profit Club is organized for the encouragement of the pursuit of organized rifle and pistol shooting among citizens of the United States, the education of such citizens in the safe handling and proper care of firearms, education in improved marksmanship, fostering national amateur firearms sports competition, defending civil rights secured by law, specifically including the 2nd Amendment to the Constitution of the United States and under the Constitution of the State of Maine, and combating community deterioration and juvenile delinquency by providing youth with opportunities to participate in shooting sports regardless of financial means. The Club’s further object and purpose is to forward the development of fellowship, self-discipline, team play and self-reliance which are the essentials of good sportsmanship and the foundation of patriotism.
Section 2.2. Powers. This Club shall have all such powers as are authorized to non-profit corporations by the Maine Nonprofit Corporations Act.
Section 2.3. Prohibition of the Inurnment of Assets and Income to Private Persons. All the assets and income of the Club shall be used exclusively for its tax exempt purposes, and no part of the income or earnings of the Club shall inure to the benefit of, or be distributable to its directors, trustees, officers, or other private persons except that the Club shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein.
Section 2.4. Dissolution. If this Club is dissolved or its legal existence terminated, either voluntarily or involuntarily, or upon final liquidation of the Club, none of its assets shall inure to the benefit of any private individual, and all of its assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government or to a state or local government for a public purpose, as the Board of Directors shall determine.
Section 2.5. Tax Exempt Status. It is intended that the Club shall have and continue to have the status of a Club which is exempt from federal income tax under Section 501(a) of the Internal Revenue Code of 1986, as amended, or successor provisions of federal tax law (the “Internal Revenue Code”) as an organization described in Section 501(c)(3) of such Code, and to which contributions are deductible under Section 170(c)(2) and 2055(a)(2) of the Internal Revenue Code which is other than a private foundation as defined in Section 509(a) of the Internal Revenue Code. The Articles of Incorporation and these Bylaws shall be construed accordingly, and all powers and activities shall be limited accordingly.
No substantial part of the activities of the Club shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the Club shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
Notwithstanding any other provision of these articles, the Club shall not carry on any activities not permitted to be carried on (a) by a Club exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code, or (b) by a Club contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section 3.1. Classes of Members. The Club shall have the following classes of Members: (i) Adult; and (ii) Junior. Adult members must be 18 years of age or older at the time of admission to membership. Junior members shall be those aged less than 18 years at the time of admission. Junior members shall not be entitled to vote. All existing members of the Cumberland Rifle & Pistol Club in good standing shall be deemed admitted as Members of the Club in accordance with their ages as of the date hereof.
Section 3.2. General. The Members of the Corporation shall form a membership body that supports the Corporation’s structure as a non-profit community based entity. In addition to the other powers of the Members listed in Section 3.4. hereof, the Members shall have the responsibility for the election of the Board of Directors of the Corporation, which Board has the ultimate responsibility for governing the Corporation. The criteria and qualifications for being a Member, and the rights and responsibilities of the Members, may be changed from time to time by an amendment to the Articles of Incorporation (to the extent required by law) and by these Bylaws. Each Member in good standing has the right to use the Club facilities pursuant to the rules and regulations adopted by the Board. Each Adult Member in good standing has the right to be considered for office or membership on the Board and to so serve if duly elected or appointed. Each member of the club is expected to bring any safety issues observed to the member who is practicing unsafe procedures attention. Additionally, each member is expected to bring any questions of safe practice violations to the immediate attention of the Chief Safety Officer and or the Board of Directors. If a perceived violation is observed and deemed sufficiently risky, any member may close the range instantly until the Chief Safety Officer or a member of the Board of Directors can make a determination to allow further use of the facility. It is expected that safe practices for all members is our first obligation.
Application for membership shall be in writing on an application form provided by the Club. All applications must be complete in all material respects and signed by the applicant prior to review and consideration for approval by the Board. The application shall be subject to review and approval by the Board. If accepted, the applicant shall be notified in any manner deemed appropriate by the Board. If rejected, the applicant shall be notified in writing by the President and advised that he or she may apply again no earlier than one (1) year after the date of the original application. The applicant shall be considered a Member in good standing upon the payment of all initiation and membership fees then in effect.
Section 3.3. Qualifications. Each Member shall have agreed to take an active interest in and be willing to support and serve the Club. Members shall be admitted upon sponsorship by an existing member. Any member shall (i) not be charged with or convicted of a felony, nor prohibited from owning, using or possessing a firearm; (ii) be of good moral character; (iii) at all times exhibit behavior that is respectful of fellow members of the Club and the community, and (iv) demonstrate safe firearms handling skills. The Board of Directors may, from time to time, establish such other criteria for membership as may be deemed prudent or necessary to further the mission of the Club.
Section 3.4. Powers. The Members shall have only those rights set forth in the Articles of Incorporation, as restated in these Bylaws. Such rights are as follows:
A. The establishment of the size of the Board of Directors within the limits described in Section 4.2 hereof;
B. The election of Directors, with the exception of filling of a vacant Board seat as provided in Section 4.4 hereof;
C. The removal of Directors from the Board of Directors;
D. The election of Members of the Corporation in accordance with the procedures set forth in Section 3.5 hereof;
E. The amendment, restatement, or modification of the Articles of Incorporation or of the Bylaws of this Corporation;
F. The approval of the sale, lease, or other disposition (excluding by mortgage or pledge for purposes of security) of all, or substantially all, of the assets and property of the Corporation;
G. The dissolution of the Corporation or its merger with or consolidation with another corporation; and
H. Any other matter which a majority of the Board of Directors voting on the matter votes to submit to the Members.
Section 3.5. Nominations and Elections. Any Member or Director may make a recommendation to the Board with respect to an individual to be considered for Member status, subject to such application procedures as the Board may from time to establish.
Nominees shall be elected as Members upon the vote of a majority of the Members voting on the matter.
Section 3.6. Term of Office. Each Member shall continue as a Member until such time as he or she resigns or is removed.
Section 3.7. Resignation. Any Member may resign at any time by giving written notice of such resignation to the Secretary of the Club. Such resignation shall be effective at the time specified in such resignation notice, or, if no time is specified, upon receipt by the Secretary. In addition, as provided in Section 3.6 hereof, any Member who fails to attend, or to provide a proxy for three (3) consecutive Annual Meetings of the Members shall be deemed to have resigned.
Section 3.8. Removal. Members may be removed with or without cause by the affirmative vote of two-thirds (2/3) of the Members voting on the matter.
Section 3.9. Annual Meetings. The Membership shall meet annually for the purpose of electing the directors of the Club and for the transaction of such other business as may come before the meeting. The Annual Meeting of the Members shall be held on the second Tuesday in September of each year at such place and time as shall be provided in the notice of the Annual Meeting. In the event of a failure for any reason to hold an Annual Meeting as aforesaid, any business which may properly be transacted at an Annual Meeting, including the election of Directors, may be transacted at a Special Meeting.
Section 3.10. Special Meetings. Special Meetings of the Members may be called at any time by the President or a majority of the Directors, and shall be called by the Secretary upon written application of five percent (5%) or more of the Members.
Section 3.11. Notice of Meetings. Notice of all meetings of the Members shall be given by the Secretary or in his or her absence or disability by the President, by mailing or emailing to each Member a written notice specifying the time and place of the meeting, such notice to be addressed to each Member at his or her last known address and mailed, postage prepaid, or emailed to the last know email address, at least five (5) but not more than fifty (50) days before the meeting. In the event notice has not been duly given as described in the preceding sentence, a meeting of the Members shall be a legal meeting if there is a quorum present and all Members not present at the meeting sign a waiver of notice of the meeting.
Section 3.12. Quorum. Ten percent (10%) of the Members present, in person or by proxy shall constitute a quorum at any meeting of the Members. If a quorum is not present at any meeting, a majority of the Members present may adjourn the meeting to a later time, without notice other than announcement at the meeting, until a quorum shall be present. At such adjourned meeting at which a quorum shall be present, any business shall be transacted which might have been transacted at the meeting as originally notified.
Section 3.13. Voting. Each voting Member is entitled to one (1) vote on any matter properly submitted to the Members for their vote, and there shall be no cumulative voting. Voting shall be in person, except that there may be voting by proxy as follows. Any proxy must be submitted to the Secretary of the Corporation or, in the absence of the Secretary, the President or the person presiding at the meeting, prior to or at the commencement of the meeting, and must be executed and dated not more than ninety (90) days prior to the meeting date. Proxies will be voted by the person specified therein or his or her designee. Any proxy shall be effective only for the meeting specified in the proxy and any adjourned sessions thereof.
Section 3.14. Manner of Acting. The act of a majority of the Members present in person or by proxy at a meeting at which a quorum is or has been present shall be the valid act of the Members, unless a greater proportion is required by law, the Articles of Incorporation, or these Bylaws.
Section 3.15 Termination of Membership. In addition to removal by the Members, membership in the Club may be terminated by the Board of Directors for any one of the following reasons:
• To correct an erroneous granting of membership.
• In the event a member shall be convicted of a felony or any crime of violence or moral turpitude.
• In the event a member shall fail to pay dues or other special assessments.
• In the event a member shall commit a violation of a safety rule, specifically including the misuse or unsafe handling or use of a firearm, or shall engage in gross misconduct or conduct unbecoming a sportsman, including the violation of any game, fish, or firearms-related law or regulation.
• In the event a member shall be guilty of theft or damage to or misuse of the property of the Club or another member, guest or visitor.
• In the event a member shall engage in behavior or activities which are contrary to the stated purposes of the Club.
• In the event a member shall engage in any form of discrimination.
• The violation or willful hindering of any of the stated purposes of the Club or any of its policies, as may be adopted from time to time;
• The use of vulgar or abusive language;
• The loan of keys or the dissemination of lock combinations that provide access to any Club property or facility to any non-member (excepting any such loan or dissemination by the Directors or Officers of the Corporation to rental users of the property or to service providers such as trash haulers, fuel deliverers, utility inspection and the like) or; and,
• The unauthorized duplication of keys that provide access to any Club property or facility
• The making of any false statement in support of any application for membership.
Termination of membership by the board of directors shall be accomplished only by the filing of a formal written complaint against a member, signed by any member in good standing, a copy of which shall be given to the accused member and the Secretary. The complaint shall be supported by documentary evidence or one or more affidavits. The Secretary shall immediately place the matter on the agenda for the next meeting of the Board of Directors, or the President of the Club may call a special meeting of the Board of Directors for the purpose of considering the complaint. The accused member shall be entitled to be present at said meeting, with counsel if so desired, and shall otherwise be accorded adequate opportunity to defend against the complaint. The matter shall be decided by a majority vote of the Board of Directors, who may conduct their deliberation in secret. The President of the Club may, in the exercise of his discretion, suspend the membership privileges of a member pending the findings of allegations brought against a member. A Member whose membership is terminated shall not be entitled to any refund of dues.
BOARD OF DIRECTORS
Section 4.1. Management by Board. The affairs of the Club shall be managed by its Board of Directors, which may exercise all powers of the Club and do all lawful acts and things necessary or appropriate to carry out the purposes of the Club.
Section 4.2 Number of Directors; Eligibility. The number of directors shall not be less than three (3) nor more than seven (7) and shall be fixed within the foregoing limits by the members at their annual meeting or any meeting held in lieu thereof. The initial Boards of Directors shall be comprised of Wayne Wood, Thomas Logan, George Fogg, Leonard Taylor and Jennifer Green.
Section 4.3 Initial Directors Election; Term of Office; Nomination. The initial Board of Directors shall be appointed by the Adult Members of the Club and shall serve until their successors are elected and qualified at the first annual meeting.
Section 4.4. Vacancies. Any vacancy occurring on the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors. A person appointed to fill a vacancy which occurs other than by reason of an increase in the number of directors shall serve until the next annual meeting.
Section 4.5. Removal of Directors. Any elected director may be removed from office and at any time, with or without cause, by the Adult Members.
Section 4.6. Resignation. Any director may resign at any time by giving written notice to the President of the Club. Such resignation shall take effect on the date of receipt or at any later time specified therein. Any director who fails to attend five (5) regularly scheduled Board meetings (during any twelve (12) month period commencing with the date of the annual meeting of the Board of Directors) shall be deemed to have resigned from the Board, unless such director has provided the President with prior notice of his or her inability to attend the meetings, or unless the Board waives this requirement with respect to said director. The President shall provide written notice to the Board and to the Secretary stating that such director has been deemed to have resigned from the Board in accordance with this Section 4.6. Failure to attend a Special Meeting of the Board shall not be considered in determining this attendance requirement.
Section 4.7. Compensation. Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors, the expenses of attendance, if any, may be allowed for attendance at each regular or Special Meeting of the Board; but nothing herein shall be construed to preclude any director from serving the Club in any other capacity and receiving compensation therefore.
Section 4.8. Removal for Cause. Any director shall be removed for cause as provided herein. “Cause” is defined as to include any act or acts which is the equivalent of a Class A, B or C crime under the criminal laws of the State of Maine, any act or omission which is in gross dereliction of any such director’s duty to the Club, or any act or omission deemed by the Adult Members to warrant removal.
MEETINGS OF THE BOARD OF DIRECTORS
Section 5.1. Annual Meeting. The Board of Directors shall meet annually for the purpose of electing officers of the Club and for the transaction of such other business as may come before the meeting. The Board’s annual meeting shall be held as soon as reasonably possible after the annual meeting of the members at such time and place as shall be designated by the Board of Directors.
Section 5.2. Regular Meetings. Regular meetings of the Board of Directors may be held on such notice, or without notice, and at such time and at such place as may from time to time be determined by the Board of Directors.
Section 5.3. Special Meetings. Special Meetings of the Board of Directors may be called by the President of the Club on his/her own motion or upon written request of two (2) of the directors, and held not less than three (3) nor more than thirty (30) days after such notice is given to each director, either personally, by mail or by telephone.
Section 5.4. Waiver. Whenever under the provisions of the statutes, Articles of Incorporation or these Bylaws notice is required to be given to any director, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. 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 notice or waiver of notice of such meeting unless required by law or these Bylaws.
Section 5.5. Telephonic Meetings. The directors may hold a meeting by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence of the director at such meeting. The notice of such meeting shall give each director the telephone number at which, or other manner in which, he/she will be called.
Section 5.6. Manner of Acting. Except as specified by law or these Bylaws, the Board of Directors shall act by a majority vote of the directors present in person or by proxy at any duly called and held meeting of the Board of Directors at which a quorum is present. Each director shall have one (1) vote.
Section 5.7. Quorum. Sixty-six percent (66%) of the directors shall constitute a quorum for the transaction of business. If a quorum shall not be present at any meeting of directors, the directors present thereafter may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. At such adjourned meeting at which a quorum shall be present, any business shall be transacted which might have been transacted at the meeting as originally notified.
Section 5.8. Conduct of Meeting; Record of Meetings. The President of this Club, or in his/her absence, the Vice President or, in his/her absence, the Treasurer, or, in his/her absence, any director chosen by the directors present, shall call meetings of the Board of Directors to order and shall act as the presiding officer for the meeting. The Secretary, or if he/she does not participate in the meeting, one of the Directors designated by the Board participating in the meeting, shall keep a record of the meeting.
Section 5.9. Action by Unanimous Consent. Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting if consents in writing, setting forth the action so taken, shall be signed by all of the Directors, and filed with the minutes of the meetings of the Board of Directors.
Section 5.10. Informal Action by Directors. Action of the directors may be taken in accordance with the provisions of Section 708 of the Maine Nonprofit Clubs Act, Title 13-B M.R.S.A. In amplification of, and not in limitation of the foregoing, action taken by agreement of a majority of directors shall be deemed action of the Board of Directors if all directors know of the action taken and no director makes prompt objection to such action. Objection by a director shall be effective if written objection to any specific action so taken is filed with the Secretary of this Club within three (3) days of such specific action.
Section 6.1. Officers. The officers of the Club shall be a President, a Vice President, a Secretary-Treasurer, a Chief Safety Officer, a Statistical Officer and a Clerk and such other officers as the Board of Directors may from time to time designate.
Section 6.2. Election of Officers. The Board of Directors shall choose annually the officers of the Club, none of whom, other than the President, need be a director. A person may hold more than one (1) office, except that no person may hold the offices of President and Treasurer at any one time.
Section 6.3. Other Officers and Agents. The Board of Directors may appoint such other officers and agents as it shall deem necessary. Such officers and agents shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.
Section 6.4. Compensation. The compensation, if any, of all officers and agents of the Club shall be fixed by the Board of Directors.
Section 6.5. Term of Officers. The officers of the Club shall be elected by ballot at the annual meeting and hold office for one year or until their successors have been elected and qualified. Any officer elected or appointed by the Board of Directors may be removed with or without cause at any time by an affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the Club shall be filled by vote of the directors.
Section 6.6. President of the Club. The President of the Club shall, when present, chair all meetings of the Board of Directors. The President shall inform himself/herself concerning all affairs of the Club and see that the duties of the officers and employees of the Club are properly discharged; that the Bylaws of the Club are observed; and that all statements and returns required by law are made; and he/she shall assume such share in the management of the Club’s business as the directors may determine. The President of the Club shall appoint such committees as he/she deems necessary, subject to the approval of the directors. The President shall perform all duties incident to the office of the President.
Section 6.7. Treasurer. The Treasurer shall conduct all official correspondence pertaining to the proper preparation and forwarding of all reports required of the National Rifle Association by the Director of the Civilian Marksmanship. The Treasurer shall notify all members of the Executive Committee of the meetings and shall notify all members of special and annual meetings as required in Article V. The Treasurer shall keep a true record of all the meetings of the organization and have custody of the books and papers of the Club, have charge and custody of and be responsible for all corporate funds and securities; keep full and accurate accounts of receipts and disbursements and books belonging to the Club; and deposit all monies and other valuable effects in the name and to the credit of the Club in such depositories as may be designated by the Board of Directors. The Treasurer shall have sole authority for checks, withdrawals or other transactions involving Club funds or assets up to a value of $1,000. All checks, withdrawals or other transactions in a higher amount shall be approved by the Board of Directors or Executive Committee. The Treasurer shall disburse the funds of the Club as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors at its regular meetings or when the directors shall require, an account of all his/her transactions as Treasurer and of the financial condition of the Club. The Treasurer shall, at the express written direction of the Board of Directors, provide a bond in such sum and with such surety or sureties as the Board of Directors shall determine; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her.
Section 6.8. The Secretary. The Secretary shall attend all meetings of the Board of Directors and record all its proceedings in a book kept for that purpose. The Secretary may give, or cause to be given, notice of all Directors’ meetings and shall perform such other duties as may be prescribed by the Board of Directors or by the President. The Secretary shall also keep a register of the post office address and telephone numbers of each director. The Secretary shall in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her.
Section 6.9 Chief Safety Officer. The Chief Safety Officer shall be responsible for the safe operation of all ranges used on the Club’s premises. A “range” is any portion of the Club’s facilities that is established for the shooting of targets, paper, and clay or otherwise, with a firearm, air-operated weapon, or bow and arrow. The Chief Safety Officer shall inspect the ranges on a regular basis, shall investigate all complaints and/or suggestions regarding the safe operation and maintenance of the ranges, shall be informed of prevailing national and industry safety standards for the operation of ranges, and shall report to the Board of Directors and the General Membership on a regular basis. Any unsafe range use or condition that is brought to the attention of the Chief Safety Officer shall immediately be reported to the President. The Chief Safety Officer shall work with the various discipline committees to develop, review and implement standard operating procedures for the safe operation and use of each range and for the reaction to any emergency situation that may arise at any range. The Chief Safety Officer shall train, coordinate and supervise Safety Officers as necessary for the safe supervision of all range use. The Chief Safety Officer, in his or her discretion may close any range at any time, and for any length of time, that a condition exists that would render the use of that range unsafe. The Chief Safety Officer shall upon either (a) the express direction of the President, as ratified by majority vote of the Board of Directors, or (b) the vote of two-thirds (2/3) or more of the Directors present and voting, close any range for such duration as may be determined appropriate.
Section 6.10. Clerk. The Clerk shall be the Registered Agent, and his/her office shall be the Registered Office of the Club. He/she may certify all votes, resolutions and actions of the Board of Directors. The Clerk shall have custody of the corporate record book and corporate seal and shall have authority to affix8.3 the seal to any instrument requiring it to be so affixed and to attest the affixing. The Directors may give general authority to any other officer to affix the seal of the Club and to attest the affixing by his/her signature.
Section 7.1. Advisory and Executive Boards. The Board of Directors is authorized to appoint an Advisory Board and an Executive Board and to charge them with such functions not directly engaged in the governance of the Club as the Board of Directors deems appropriate.
Section 8.1. Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate and appoint from among its members one (1) or more committees for such terms and purposes as the Board of Directors deems appropriate. Each such committee shall only have such powers as specifically delegated to the committee by said resolution, and members of such committees shall be removed with or without cause whenever it is determined by the Board of Directors to be in the best interest of the Club.
Section 8.2. Terms of Committee Members. Unless another or different term is specified at the time of election or appointment to a committee, the election or appointment to any committee of the Board shall continue to the next following annual meeting of the Board of Directors.
Section 8.3 A Committee shall be established by the Board of Directors to administer all junior shooting programs. The Committee will oversee the safety, training and promotion of junior shooting sports. The committee Chair will report to and consult with the Board of Directors regularly, the status and progress of junior shooting programs and participants.
Section 9.1. Checks. Subject to the transaction limit and approval requirements established in Section 6.7, all checks or demands for money and notes of the Club shall be signed by the Treasurer and such other officers or persons as the Board of Directors may from time to time designate.
Section 9.2. Fiscal Year. The fiscal year of the Club shall end on December 31 unless otherwise fixed by resolution of the Board of Directors.
Section 10.1. Directors and Agents. The individual property of the directors, officers, employees or agents of the Club shall not be held liable for the debts of the Club.
Section 10.2. Indemnification. The Club shall indemnify without formal action by the Board of Directors, a person who is or was a director, officer, employee or agent of the Club, or who is or was serving in another capacity at the request of the Club, to the fullest extent authorized by law, including, without limitation, liability for expenses incurred in defending against pending, commenced or threatened actions. The foregoing rights of indemnification shall, in the case of death or incapacity of any director, officer or other person described in this Section 10.2, inure to the benefit of his or her heirs, estate, executors, administrators, conservators or other legal representatives.
Section 10.3. Insurance. The Club may, at the discretion of the Board of Directors, purchase and maintain insurance on behalf of the persons described in Section 10.2, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the Club would have the power to indemnify such person under the laws of the State of Maine.
Section 11.1. Amendments. These Bylaws may be amended or repealed or new Bylaws adopted by the Directors at an Annual or Special Meeting, provided that the notice of the meeting and of the substance of the proposed change to the Bylaws is given in accordance with the procedures and time requirements specified in Section 5.3 hereof.
Section 11.2. Notice. Whenever under the provisions of the statutes, Articles of Incorporation or these Bylaws notice is required to be given to any director or member, such notice must be given in writing by personal delivery, by mail or by telephone, addressed to such director or member at his/her address as it appears on the records of the Club, with postage or other delivery fees prepaid, or at his/her telephone number as it appears on the records of the Club. Notice by mail shall be deemed to be given at the time it is deposited in the United States mail.
Section 11.3 Conflict of Interest. No member of the Board or any committee shall participate in any vote on any subject in which he or she has a specific personal, professional, financial or other conflict of interest.
ATTEST:____________________________ DATE: _____________________