BURNT MEADOW SNOWMOBILE CLUB

BY-LAWS

REVISED

15 February 2008

ENACTED

03/08/08                 Colin McLaskey                  President

        DATE                     SIGNATURE                      TITLE

BURNT MEADOW SNOWMOBILE CLUB

ARTICLE I

Section 1:                           NAME

The name of this Corporation shall be the Burnt Meadow Snowmobile Club.

Its location and principle office shall be in Brownfield, Maine in the county of Oxford and the State of Maine.

ARTICLE II

Section 1:                         AFFILIATION

This Corporation shall be and hereby is affiliated with the Maine Snowmobile Association.

ARTICLE III

Section 1:                           PURPOSES

To educate its members and the general public in the principles of safety in the use of snowmobiles.

To promote better understanding between snowmobile owners and the general public as to the proper use of snowmobiles.

To encourage the use of snowmobiles and the establishment of snowmobile trails in a manner that will result in a minimum effect on the environment.

To promote among all snowmobilers a greater respect for the rights of property owners and other winter sports enthusiasts.

To encourage among its members an appreciation of the natural and scenic areas of our State and the need for their protection.

To coordinate the efforts of its members in the manner relating to the use and ownership of snowmobiles and to encourage the passing of legislation in the best interest of both snowmobilers and land owners.

ARTICLE IV

Section 1:                          POWERS

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 accomplishments 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 no part of net earnings of the corporation shall insure to the benefit of, or to be distributable  to, its members, trustees, officers or other private persons, except the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in the furtherance of its purposes hereinbefore set forth.

PROVIDED, FURTHER, that no substantial part of the activities of the organization shall be the carrying on of propaganda, nor 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 not withstanding 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 ) ( 3 ) 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  dissolution  of  the  Corporation,  the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the association, dispose of all of the assets of the association exclusively for the purposes of the

Association 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 ) ( 3 ) 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 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.

PROVIDED FUTHER, any rules/regulations not addressed in this document shall fall under the guidelines set forth in the "MAINE LAW ON NONPROFIT CORPORATIONS" Title 13-B, with Titles 5, section 86. Dated 1995.

ARTICLE V

Section 1:                       MEMBERSHIP

Membership in the Association shall be open to all persons who are snowmobile owners, snowmobile operators or persons who are interested in the recreational use of snowmobiles and are willing to subscribe to the purposes of the Corporation as set forth in these by-laws. The

Membership shall be divided into classes as follows:

          A.  FAMILY MEMBERSHIP

Family membership includes husband and wife, or adult couple living at the same address, and their children less than 18 years of age. Both husband and wife as active members are accorded full participation in all club activities and privileges, are entitled to one vote each. The annual dues for family membership will be the amount assessed on the club by the Maine Snowmobile Association (MSA) plus an equal amount of which is to be retained by the Burnt Meadow Snowmobile Club.

Children upon reaching their 18th birthday will be required to pay dues to retain their active membership and they will be entitled to full membership privileges.

          B.   INDIVIDUAL MEMBERSHIP

Individual membership is available for persons 18 years old or older. The annual dues for individual membership shall be the same as for a family membership.

C.   ASSOCIATE MEMBERSHIP

Associate membership will be those individuals who are current members of the MSA either through  their  membership  in  another  Maine  club  affiliated  with  MSA  or by  their direct enrollment in MSA and make application to the  Burnt  Meadow Snowmobile  Club  for

Associate membership. The annual dues shall be equal to the amount that is accessed and retained by the Burnt Meadow Snowmobile Club as for a family membership.

D.  SUPPORTING BUSINESS MEMBERSHIP

1.  Persons or firms who sell snowmobiles at the retail level. The annual dues shall be two times the fee as accessed by the Maine Snowmobile Association (MSA), paid either by the distributor, manufacturer or the dealer. The Burnt Meadow Snowmobile Club shall retain fifty percent (50%) of the total fee.

2.  Persons or firms that provide facilities or services to snowmobiles or snowmobilers who desire to support the Maine Snowmobile Association. The dues shall be two times the fee as accessed by the Maine Snowmobile Association (MSA). The Burnt Meadow Snowmobile Club shall retain fifty percent (50%) of the total fee.

E.  TERMINATION OF MEMBERSHIP / IMPEACHMENT

1.  A membership may be terminated by the Corporation for any reason deemed to be prejudicial to the best interests of the Corporation. A   two-thirds majority of those voting at any regular or special meeting shall be required.

2.  Any Officer of this Corporation, for the abuse of his/her authority, or misconduct of office may be impeached and removed from office by a vote of two thirds of the membership present at the meeting. A charge against any officer must be filed in writing with the Secretary at a regular meeting to be acted / voted upon at the next meeting. A copy of the charge against the officer shall be given to that officer at least (15) fifteen days before such vote is taken.

ARTICLE VI

Section 1:                    MEETING OF MEMBERSHIP

A. ANNUAL MEETING

The annual meeting of the Corporation for the purpose of electing directors and officers shall be held on the SECOND SATURDAY in the month of APRIL of election year, except that if it is a legal holiday or involves any other known conflict that would result in an unusually low membership attendance the meeting may be held at a later date as designated by the President and communicated to the membership by the Secretary. Such meetings shall be held at some place within the Town of Brownfield as designated by the President.

B. SPECIAL MEETINGS

Special meetings of the membership may be called by the President at any time and the President shall call a meeting 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 as to the time, place and object of such special meeting, which shall be held within twenty-one (21) days after the receipt by the President. No business not related to the object stated in the request shall be transacted.

At least one weeks notice communicated to the membership by the Secretary must be given for any such meeting.

C. VOTING

All motions brought before a general or special meeting and seconded shall require an affirmative vote of fifty-one percent (51%) of those present and voting and who are qualified to vote as specified in ARTICLE V, Section 1. All votes shall be accepted as valid unless doubted at the time the vote is taken. Any eligible voting member is entitled to only one vote.

D. PROXIES/ABSENTEE

No voting by proxy shall be permitted at any meeting of the Corporation; however, a member may request an absentee ballot for the election of officers.

E. PARLIAMENTARY PROCEDURES

The" Robert's Rules of Order" shall govern the conduct of all meetings of the Corporation.

ARTICLE VII

Section 1:                        OFFICERS

The officers of the Corporation shall be as follows: President, Vice President, Secretary, and Treasurer. Officers shall serve for two years or until the election of their successors. All officers

Must be active members of said Corporation.

A.  PRESIDENT

The President shall be the Chief Executive and Administration Officer of the Corporation. The President shall preside at all meetings of the Corporation. The President will be ex officio member of all boards and committees.

B. VICE PRESIDENT

The Vice President shall, in the absence or disability of the President, have and exercise all the powers of the President. The Vice President shall have other and further duties as the President may from time to time prescribe.

C. SECRETARY

The Secretary shall keep an accurate record of the meetings of this Corporation. The Secretary shall give notice of all meetings ten (10) days in advance, shall notify persons of their election or removal from membership and shall conduct the formal correspondence of this Corporation. The Secretary shall have custody of the minute’s book and other secretarial records of this Corporation.

D. TREASURER

The Treasurer shall keep the accounts and have charge of the funds and financial records of this Corporation. The Treasurer shall render a complete and detailed report of the financial conditions of the Corporation at all regular meetings.

Section 2:               OTHER ELECTED / APPOINTED POSITIONS

A. TRAIL MASTER

The Trail master shall be appointed and have the responsibility for the following: implement programs to coordinate the trail development activities of the area and to develop a program for the implementation, coordinating and financing of an interconnecting trail system.

B. MSA DIRECTOR/DIRECTORS/ALTERNATES

The Corporations MSA Directors shall be appointed annually by the Corporation’s officers, the number as determined by the Maine Snowmobile Association. Their duties shall be to represent Burnt Meadow Snowmobile Club at MSA's regular and special meetings.

C. CORPORATION DIRECTOR

The Corporation Director shall be elected for a term of three years.

D. COMMITTEES/ABSENCES

The President may from time to time appoint from the membership such committees as in his or her judgment being 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 a Treasurer pro tem. The President may also appoint any additional MSA Directors pro tem.

Section 3:                      ELECTION OF OFFICES

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 an 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 for two years and until their successors are elected. A nominating committee of at least three members shall be appointed by the President two months prior to the annual meeting. The appointed nominating committee must submit the slate of officers to the Corporation at least one month prior to annual election. The term of all officers shall commence within 30 days of their election.

ARTICLE VIII

Section 1:                         DIRECTORS

A. NUMBER / HOW ELECTED / TERM

The governing body of this Corporation shall be a Board of Directors composed of this Corporation’s elected officers and one additional member elected for a term of 3 years and until their successors are elected. In the event of a vacancy on the Board, at the next regularly scheduled meeting the voting body shall elect a replacement. The Trail master shall attend Directors meetings as an ex officio member without vote.

B. OFFICES OF THE BOARD

Immediately following an annual meeting of the Corporation the Board of Directors shall meet and elect from their number a Chairperson and a Secretary. The Chairperson shall preside at all meetings of the Board and the Secretary shall keep minutes of such meetings.

C. DUTIES/PROCEDURES

1. The Board of Directors shall be called upon to consider, advise and decide on issues brought before them in the best interests of the Corporation as a whole.

2. Only those directors present at any meeting shall be entitled to vote. There shall be no voting by proxy.

3. A majority of those present at any regular Board of Directors meeting shall constitute a Quorum.

ARTICLE IX

Section 1:               FINANCES / EXECUTION OF DOCUMENTS

A. FINANCES

All Corporation funds shall be deposited in such bank as may from time to time be designated by the Board of Directors. Corporation checks shall be signed by the Treasurer or by The President.

B. EXECUTION OF DOCUMENTS

When authorized by the Board of Directors, the President shall execute all documents on behalf of this Corporation.

ARTICLE X

Section 1:                         AMENDMENTS

A. AMENDMENTS TO BY-LAWS

These by-laws may be amended, altered or repealed by a two-thirds vote of the membership present at any regular or special meeting. Notification of proposed change must be given to the membership (15) fifteen days prior to meeting.