ARTICLE I 

Name, Purposes and Location The name of this Corporation is Mid Coast Sports Hall of Fame. Its purpose shall be to raise funds, build, maintain and support a Hall of Fame that honors and remembers the outstanding athletes, coaches, administrators, officials, reporters, broadcasters, trainers, designers and other associated positions that have made contributions to sports from the Mid Coast Maine area as specified in the Articles of Incorporation, a copy of which is hereto annexed. Its principal place of business shall be located in the Thomaston Academy in Thomaston, Maine, and the office of its corporate clerk shall be located in Rockland, Maine. Said corporation shall carry on business and operate anywhere within the State of Maine where it has legal authority to carry on business and operate. 

ARTICLE II 

Membership The membership of the corporation shall initially consist of the incorporator(s). Thereafter any resident of the United States, regardless of race, sex, religion, or national origin, shall be eligible to become a member. Each member will be required to fill out a membership form to participate and pay an annual fee. The fee shall be established by the Board of Directors. All individuals who are members one month before the Annual Meeting will be given a vote at the Annual Meeting of the Mid Coast Sports Hall of Fame. Resignations shall be made in writing to the Board of Directors. 

ARTICLE III 

Board of Directors Section 1 The management and administration of the affairs of the corporation shall be carried out by a Board of Directors which shall have all the powers enumerated in the Articles of Incorporation, the laws of the State of Maine as amended from time to time, and the other powers conferred by these By-Laws. Section 2 The Board of Directors shall consist of not less than three (3) or more than (15) members. At each annual meeting the number of Directors for the ensuing years shall be established by the membership. Section 3 The Board of Directors shall be elected at the annual meeting of the corporation by the membership. Each Director shall serve for a term of three (3) years. At each annual meeting, one third of the Directors shall be elected for a term of three (3) years. Section 4 Members of the Board of Directors who miss more than 3 consecutive meetings, unless the absence is excused, will be removed from office. Section 5 The Board of Directors shall fill any vacancy occurring on the Board for the balance of the unexpired term. 

ARTICLE IV 

Officers Section 1 The officers of the corporation shall be a President, a Vice President, a Secretary, a Treasurer and a Clerk / Registered Agent. The Board of Directors shall annually choose such officers. The Clerk need not be elected annually and need not be a member, and shall hold office until the corporation changes its Clerk in the manner provided by the Maine Business Corporation Act. Section 2 All officers shall be elected for the term of one year, or until their successors are elected. Section 3 Vacancies in any of the offices shall be filled by the Board of Directors for the unexpired term. 

ARTICLE V 

Duties of the Officers Section 1 It shall be the duty of the President to preside at all meetings of the Board of Directors and of the corporation, to appoint all committees unless otherwise directed, and to call special meetings of the Board of Directors whenever he / she deems it necessary, and in any event upon written request of three members of the Board. Section 2 The Vice President shall perform the duties of the President in the event of his / her absence, resignation or inability to perform his / her duties. Section 3 The Treasurer shall have charge of the funds of the corporation and shall give bond with sufficient sureties for the faithful performance of his / her duties, in such amount as shall be fixed by the Board of Directors. The Treasurer will handle all membership applications and provide the Secretary with an updated membership list. Section 4 The Secretary shall keep the minutes and records of the corporation, he / she shall notify members elected to the Board of Directors, shall notify the Board of Directors one week in advance of any upcoming meetings, and shall collect all nomination forms for potential inductees. 

ARTICLE VI 

Annual Meeting The annual meeting of this corporation shall be held during the first week of June for each Year at such hour and place as shall be designated by the officer calling the meeting. 

ARTICLE VII 

Special Meetings Special meetings of this corporation for the transaction of business not vested in the Board of Directors may be called by the President, or, in his / her absence or disability, by the Vice President, and it shall be his / her duty to call such meeting upon written request of a majority of the Board of Directors or upon written request of at least five (5) members of the corporation. At such special meeting no business shall be transacted which is not specified in the notice of such meeting. 

ARTICLE VIII 

Notice of Meetings Notice of the time and place of the annual meeting and of the time, place and objects of special meetings shall be given: (1) By US Mail, or electronically to all members at least seven days before the date of such meeting. (2) In addition, notice may be given by publishing the same in an appropriate local newspaper and / or web site, such notice to be published at least seven days prior to the day of such meeting. 

ARTICLE IX 

Meetings of the Board of Directors Section 1 The Board of Directors shall meet annually immediately after the annual meeting of the corporation for the purpose of electing officers and transacting such other business as may come before the Directors. Section 2 The Board of Directors may, if it deems advisable, establish a schedule of regular meetings. Section 3 Special meetings of the Board of Directors may be called at any time by the President and shall be called upon written request of three of the members of the Board. Notice of the time, place and purpose of such meetings shall be given by telephone, electronically or in person at least three days prior to the date of such meeting. At such special meeting no business shall be transacted which is not specified in the notice of such meeting.

ARTICLE X 

Quorum and Voting Section 1 At all meetings of the corporation, a majority of the Directors must be present in person to constitute a quorum for the transaction of business. Section 2 A majority of those present at a meeting, a quorum being present at the start of the meeting, shall be sufficient to pass any measure. Section 3 At the annual meeting of the corporation nominations from the floor will be accepted for Board of Director positions. 

ARTICLE XI 

Amendments These By-Laws may be amended, altered or replaced at any regular or special meeting of the Board. All proposed changes require votes at consecutive meetings for passage. A vote on all proposed changes requires a two thirds vote of the present quorum. 

ARTICLE XII 

Execution of Documents All documents to be executed by the corporation including deeds, mortgages, leases, promissory notes or other instruments, except checks, shall be executed by the President on behalf of the corporation. All checks issued by the corporation shall be executed by the Treasurer, or in his / her absence, or inability to perform his / her duties by the President or his / her designate. 

ARTICLE XIII 

Prohibition Against Private Gain No officer or Trustee shall receive any pay, compensation or benefit from the corporation directly or indirectly, for performing such duties. No member of the corporation shall receive any pay, compensation or benefits from the corporation for being a member. This By-Law shall not prohibit the reimbursement of incidental expenses necessarily incurred in the business of the corporation by any officer or Trustee duly authorized and also shall not prohibit the employment of persons, including members, to perform duties for the corporation and receive compensation therefor, upon proper authorization of the Board of Directors. 

ARTICLE XIV 

Dissolution In the event the corporation shall ever be dissolved, none of its assets shall incur to the benefit of any officer, Trustee or member, and all the assets of the corporation shall be distributed to some other corporation or group with similar aims to those of this corporation and which qualifies under the terms of Section 501(c)(3) of the United States Internal Revenue Code, as amended. 

ARTICLE XV 

Executive Committee The Board of Directors, by a resolution adopted by a majority of the full Board of Directors then in office, may designate from among its members an Executive Committee consisting of two or more Directors, and may delegate to such Executive Committee all the authority of the Board of Directors in the management of the corporation’s business and affairs, except as limited by the laws of the State of Maine or the resolution establishing the Executive Committee or any other resolution thereafter adopted by the Board of Directors. Vacancies in the membership of the Executive Committee shall be filled by resolution adopted by a majority of the full Board of Directors then in office. The Executive Committee shall keep regular minutes of its proceedings and report the same to the Board of Directors. Members of the Executive Committee may be removed from office, with or without cause, by resolution adopted by a majority of the full Board of Directors then in office. So far as practicable, the provisions of these ByLaws relating to the calling, noticing and conduct of meetings of the Board of Directors shall govern the calling, noticing and conduct of meetings of the Executive Committee. (Revised 08/2010)