JACKMAN REGION COMMUNITY ASSOCIATION (JRCA)

Making life better for those of us who live here!

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The Jackman Region Community Association was incorporated on January 3, 2002.

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BY-LAWS

Of the Jackman Region Community Association, Incorporated January 3, 2002

Adopted May 2, 2002

Revised January 12, 2009

NAME; LOCATION; SEAL

Section 1: The name of the corporation is the Jackman Region Community Association, Inc.

Section 2: The mailing location of the corporation is:

Jackman Region Community Association, Inc.

P.O. Box 784

Jackman, ME 04945.

The registered office of the corporation is:

Perkins, Townsend, Shay & Talbot, P.A.

14 High Street, P.O. Box 467

Skowhegan, ME 04976

Section 3: The seal of the corporation shall be a circular disc upon which shall be inscribed the words:

Jackman Region Community Association

Maine

Incorporated 2002

PURPOSE; FORM OF ORGANIZATION

Section 4: The purpose of the corporation is to operate facilities and conduct recreation and community programs for the benefit of the residents of the Jackman Region.

Section 5: The corporation shall be organized as a non-profit, non-stock corporation, for educational, civic, and other lawful purposes, pursuant to Title 13-B, Maine Revised Statutes. The corporation shall exist as a not-for-profit corporation with a public purpose, organized for one or more of the purposes specified in section 501(c)(3) of the Internal Revenue Code of 1954, as amended, and shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under section 501(c)(3) or corresponding provisions of any subsequently adopted federal tax laws. A portion of the corporation’s activities may consist of attempting to influence legislation as defined in section 501(h) of the Internal Revenue Code, but the corporation’s annual expenditures for this purpose, including “lobbying expenditures” and “grass roots expenditures” shall not exceed the applicable limits on such expenditures as set out in sections 501(h) and 4911 of the Internal Revenue Code.

MEMBERS

Section 6: General Members are those individuals who are residents of the Jackman Region, who are at least eighteen (18) years of age, and who are registered voters in the Jackman region. General Members shall have full voting rights.

The Jackman Region shall include: the Towns of Jackman and Moose River; Dennistown Plantation; The Forks Plantation; West Forks Plantation; and the Unorganized Townships (with year-round residents) of Attean, Bradstreet, Holeb, Hobbstown, Johnson Mountain, Long Pond, Parlin Pond, Raytown and Upper Enchanted.

Section 7: Anyone who meets the qualifications for General Membership and who wishes to become a General Member must fill out a General Membership application, approved by the Board of Directors, and submit the application to the Chairman. Membership is free.

Section 8: Each General Member of the corporation, listed on the then-current active membership roll, shall be entitled to one vote at the General Membership meetings of the corporation, and upon any other question that may be submitted to the corporation’s General Membership by written ballot or otherwise. In electing Directors, each General Member of the corporation shall be entitled to cast one vote for each position to be filled, but General Members may not cumulate their individual votes so as to cast more than one vote for any person for any single position.

Section 9: Any General Member who moves from the Region, dies, or requests in writing to the Chairman to terminate his or her membership, will be removed from the General Membership role.

Section 10: Supporting Members are those individuals who do not meet the requirements as specified in Section 4, but who wish to support the activities of the corporation. Supporting members shall have no voting rights.

Section 11: Anyone who wishes to become a Supporting Member must fill out a Supporting Membership application, approved by the Board of Directors, and submit the application to the Chairman. Membership is free.

Section 12: Any Supporting Member who dies or requests in writing to the Chairman to terminate his or her membership, will be removed from the Supporting Membership role.

DIRECTORS

Section 13: The Board of Directors shall consist of eleven (11) General Members. Six (6) of these Directors shall be General Members of the Town of Jackman. Three (3) of these Directors shall be General Members of the Town of Moose River. One (1) of these Directors shall be a General Member of Dennistown Plantation or the Unorganized Townships. One (1) of these Directors shall be a General Member of The Forks Plantation or West Forks Plantation.

Section 14: The Directors shall be selected by the Incorporators, from persons otherwise qualified under this section. Thereafter, at the first annual General Membership meeting of the corporation, and at each successive annual General Membership meeting, the General Members of the corporation shall by ballot fill any vacancies on the Board of Directors, whether caused by death, resignation, removal, or expiration of term. Individuals elected by the corporation’s General Members to fill vacancies caused by death, resignation or removal shall serve for the balance of the unexpired term.

Section 15: General Members of the corporation who wish to serve on the Board of Directors may notify the corporation’s Secretary in writing, not less than thirty (30) days prior to the corporation’s annual meeting. The Board of Directors, through its Nominating Committee, may also submit nominations to the corporation’s secretary in writing, not less than thirty (30) days prior to the corporation’s annual meeting.

All ballots shall be presented in person or by proxy at the corporation’s annual General Membership meeting, provided that the Board of Directors may establish procedures for voting by mail. Each General Member of the corporation shall be entitled to cast one ballot, but may vote for as many candidates within each position category as there are vacancies within that category. The Secretary shall maintain necessary records to assure that no General Member of the corporation casts more than one ballot. Election to the Board of Directors shall be by plurality vote within each category of membership on the Committee. If regular and unexpired terms within the same category are to be filled in the same election, individuals receiving the highest number of votes shall be deemed elected to the regular term positions, and the unexpired terms shall be filled in descending order, based on the number of votes received by each successful candidate. No election of Directors as set out herein shall be deemed invalid by reason of failure of a majority of the corporation’s General Members to cast ballots, or lack of a quorum to conduct business at the annual meeting.

Section 16: No person not eligible for General Membership in the corporation shall serve or continue as a Director.

Section 17: Directors shall serve for three year terms, provided that the initial Directors shall be divided into three equal classes, to serve for terms of one, two and three years, respectively. Directors whose terms have expired shall continue to serve until the next annual meeting of the corporation.

Section 18: The Board of Directors shall be responsible for the general management of the affairs of the corporation, and except as provided in these By-Laws shall be vested with all powers and authority of the corporation, so far as not inconsistent with Title 13B, Maine Revised Statutes, or other provisions of law.

Section 19: The Board of Directors shall have the power to adopt rules to govern the conduct of the Board of Directors affairs.

Section 20:The Board of Directors shall have the power to appoint successor registered agents for service of process from time to time, as needed.

OFFICERS; DUTIES; VACANCIES

Section 21: The officers of the corporation shall be a Chairman, Vice-Chairman, Secretary, and Treasurer. No individual shall hold more than one office of the corporation at any given time.

Section 22:The Chairman shall have the general control and management of the corporation subject to any specific power delegated by the directors, shall be responsible for implementation of Board of Directors’ policies, and shall preside at all Board of Directors meetings and at all General Membership meetings.

Section 23:The Vice-Chairman shall assist the Chairman in carrying out the responsibilities of the corporation and, in the Chairman's absence, preside at Board of Directors meetings and at General Membership meetings.

Section 24:The Treasurer shall have the custody of the corporation's funds and shall keep a full and accurate account of receipts and disbursements in books belonging to the corporation and shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors taking proper vouchers for such disbursements, and shall render to the Directors, at their regular meetings or when they so require, an account of the financial condition of the corporation and all transactions as Treasurer.

Section 25:The Secretary shall keep a record of all meetings of the Board of Directors and other committees of the corporation. The Secretary shall send proper notices of all Board of Directors and General Membership meetings and keep the records thereof. The Secretary shall be the custodian of the seal and shall attest to all official papers.

Section 26:The elected officers shall be elected at the Annual Meeting of the corporation from among the Directors by the Board of Directors. Officers shall serve three year terms, unless they earlier resign, die, or are removed by vote of the Board of Directors. Except as may be provided otherwise by these By-Laws, there shall be no limit on the number of such terms. Elected officers shall hold office until their successors are chosen and qualify.

Section 27:Any vacancy occurring in any elected office shall be filled in a special election by the Board of Directors, with officers so chosen to serve until the corporation's next annual General Membership meeting.

Section 28:All elected officers shall serve without compensation unless otherwise set forth by the corporation’s General Members at a General Membership meeting. However, the Board of Directors may provide for reimbursement of mileage and direct out-of-pocket expenses reasonably incurred by Directors in conducting the corporation’s business, to the extent provided in the corporation’s annual budget.

EMPLOYEES

Section 29:The Board of Directors may engage and employ necessary staff and professional services providers, as authorized in the corporation’s annual budget.

Section 30:The Board of Directors may designate duties, evaluate, discipline, and dismiss employees of the corporation, provided that the Board of Directors may delegate this authority to one or more of the corporation’s officers, or to a committee established for this purpose.

BOARD OF DIRECTORS’ MEETINGS

Section 31: Regular meetings of the Board of Directors shall be held no less than 4 times per year at such time and place within the corporation’s membership area as shall from time to time be fixed by the Board of Directors. Unless otherwise specified by the Board of Directors, no notice of such regular meetings shall be necessary, except as provided by the Maine Nonprofit Corporation Act, including without limitation Section 705 thereof. All regular meetings of the Board of Directors shall be open to any member of the corporation, provided that the Board of Directors may vote to consider personnel issues, legal issues, and contractual negotiations in executive session.

Section 32:Special meetings of the Board of Directors may be called by the Chairman, Secretary or any other person or persons authorized by the Maine Nonprofit Corporation Act to call such meetings. The person or persons calling the special meeting shall fix the time and place thereof. Notice of each special meeting of the Board of Directors shall be given by the Secretary or the person or persons calling the special meeting. 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 of meeting, except as otherwise required by the Maine Nonprofit Corporation Act, including without limitation Section 705 thereof. The giving of notice of a special meeting of the Board of Directors by the person or persons authorized to call the same shall constitute the call thereof. Any director may waive notice of any meeting by signing a waiver of notice, either before or after the meeting.

Section 33:Attendance of any Director at any Board of Directors meeting shall constitute a waiver of notice of such meeting, except where a member attends for the express purpose, stated at the commencement of the meeting, of objecting to the transaction of any business because the meeting is not lawfully called, noticed or convened.

Section 34:At any meeting of the Board of Directors, a majority of the Directors then in office shall constitute a quorum for the transaction of business. The Directors present at a duly called or held meeting at which a quorum was once present may continue to do business and take action at the meeting notwithstanding the withdrawal of enough Directors to leave less than a quorum. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice if the time and place to which it is adjourned is fixed and announced at such meeting. The vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the vote of a greater number is required by these Bylaws or the Maine Nonprofit Corporation Act.

Section 35:If at any time there are fewer than seven (7) Directors in office, the Directors then in office may not transact business until sufficient vacancies have been filled so that there are in office at least seven (7) Directors.

Section 36:A Director who is present at a meeting of the Board of Directors at which action on any corporation matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she files a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof, or such dissent is forwarded by registered mail to the Secretary of the corporation immediately after adjournment of the meeting. Such rights of dissent shall not apply to a Director who voted in favor of such action.

Section 37:Any action required or permitted to be taken at a meeting of the Board of Directors, or of a subcommittee of the Board of Directors, may be taken without a meeting if all of the Directors, or all of the members of the subcommittee, as the case may be, sign written consents setting forth the action taken or to be taken, at any time before or after the intended effective date of such action. Such consents shall be filed with the minutes of Board of Directors meetings or subcommittee meetings, as the case may be, and shall have, and may be stated by any officer of the association to have, the same effect as a unanimous vote or resolution of the Board of Directors at a legal meeting thereof. Any such action taken by unanimous written consents may, but need not be, set forth in such consents in the form of resolutions or votes.

Section 38:The minutes of any Board of Directors meeting will be recorded by the Secretary and submitted for approval of the Directors at the next Board of Directors meeting.

GENERAL MEMBERSHIP MEETINGS

Section 39:There shall be an annual meeting of the General Members of the corporation that shall be held upon the call of the Board of Directors at least sixty (60) days prior to the annual meeting date. There shall be other meetings of the General Members of the corporation, as needed, as called by the Board of Directors at least thirty (30) days prior to the date of such meetings. Notice of any General Membership meeting shall be conspicuously posted in the Jackman Region at least two weeks prior to the date of the proposed meeting. A quorum shall consist of not less than ten (10) percent of the General Members of the corporation then in good standing. Pursuant to Title 13-B, M.R.S.A., Section 606, the General Members may act unanimously without a meeting by signing a written consent setting forth the action to be taken, or ratifying action previously taken. Such consent shall be filed with the minutes of the General Members’ meetings and shall have the same effect as the unanimous vote.

Section 40:Attendance of any General Member at any General Membership meeting shall constitute a waiver of notice of such meeting, except where a member attends for the express purpose, stated at the commencement of the meeting, of objecting to the transaction of any business because the meeting is not lawfully called, noticed or convened.

Section 41: At any General Membership meeting, a majority of the General Membership then in office shall constitute a quorum for the transaction of business. The General Members present at a duly called or held meeting at which a quorum was once present may continue to do business and take action at the meeting notwithstanding the withdrawal of enough General Members to leave less than a quorum. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice if the time and place to which it is adjourned is fixed and announced at such meeting. The vote of a majority of the General Members present at a meeting at which a quorum is present shall be the act of the General Members unless the vote of a greater number is required by these Bylaws or the Maine Nonprofit Corporation Act.

Section 42:A General Member who is present at a General Membership meeting at which action on any corporation matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she files a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof, or such dissent is forwarded by registered mail to the Secretary of the corporation immediately after adjournment of the meeting. Such rights of dissent shall not apply to a General Member who voted in favor of such action.

Section 43:The minutes of any General Membership meeting will be recorded by the Secretary and submitted for approval of the General Members at the next General Membership meeting.

OTHER MEETINGS

Section 44:The Board of Directors may sponsor and conduct public meetings and forums in furtherance of the corporation’s corporate purposes.

COMMITTEES

Section 45: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 Directors one or more subcommittees, each subcommittee to consist of two or more Directors. The Board of Directors may designate one or more Directors as alternate members of any subcommittee, who may replace any absent or disqualified Director at any meeting of the subcommittee. Any such subcommittee to the extent provided by the Board of Directors, shall exercise, subject to limitation imposed by statute, the powers of the Board of Directors in the management of the corporation's business and affairs and may authorize the seal of the corporation to be affixed to all pages that may require it. All subcommittees shall keep regular minutes of their proceedings and report the same to the Board of Directors. Members of the subcommittees 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 By-Laws 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 subcommittees.

Section 46:The Board of Directors may also appoint special advisory committees for any purpose, from among the corporation's General Membership. Members of special advisory committees need not be Directors. At the discretion of the Board of Directors, special advisory committees may include Supporting Members of the corporation provided that a majority of each special advisory committee, at the time of their appointment, shall be General Members of the corporation.

Section 47:The Board of Directors shall annually elect a Nominating Committee at least sixty (60) days before the annual meeting. The Nominating Committee shall consist of at least three and up to seven General Members, at least two of whom must be Directors, to serve for a one-year term. The Nominating Committee shall elect its chair from among its members. The Nominating Committee shall be responsible for submitting nominations for Directors at the next annual meeting. The Nominating Committee shall also submit nominations to fill vacancies in the Board of Directors, as required.

FINANCES AND FIDUCIARY RESPONSIBILITIES

Section 48:The fiscal year of the corporation shall be January 1 to December 31 inclusive.

Section 49:The Board of Directors shall annually prepare a budget for the ensuing year to be presented to the corporation's members at the annual meeting for their vote.

Section 50:Disbursement of funds or appropriations of money or other property shall be made in accordance with the policy adopted by vote of the Board of Directors. All disbursements shall be made by check signed by one or more persons duly authorized for such purpose by these Bylaws or by the Board of Directors.

Section 51: When authorized by vote of the corporation’s General Membership, the Board of Directors may borrow money and to execute documents necessary for this purpose.

Section 52:When authorized by vote of the corporation’s General Membership, the Board of Directors may enter into contracts on behalf of the corporation.

Section 53:All deeds, leases, contracts, bonds, notes, checks, drafts, and other obligations made, accepted or endorsed by the corporation shall be signed by the Chairman and the Treasurer, except as the Board of Directors may otherwise authorize.

Section 54:The Board of Directors may solicit, apply for and accept donations and grants on behalf of the corporation; but no donation or grant shall be accepted which shall require the corporation or Board of Directors to undertake activities not authorized in these Bylaws, or which shall cause the corporation to forfeit its tax exempt status under Internal Revenue Code section 501(c)(3).

Section 55:The corporation shall cause to be prepared a financial statement within sixty (60) days after the close of each fiscal year of its operation. This report, together with an annual report of its activities, shall be provided to all members of the Board of Directors.

Section 56:The Board of Directors may authorize an independent annual audit of the corporation's financial records, and shall provide for such an audit, to be conducted in accordance with generally accepted accounting principles, at least once every two years.

Section 57:The Board of Directors has the authority and responsibility to prepare and file federal and state income tax returns.

CERTAIN TRANSACTIONS PROHIBITED OR REQUIRED TO BE DISCLOSED

Section 58:Notwithstanding any other provision of these By-Laws, no Director, officer, member, employee, committee member or representative of the corporation shall take any action or carry on any activity by or on behalf of this corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended, or by an organization, contributions to which are deductible under Section 170(a)(2) of the Internal Revenue Code.

Section 59:Subject to Section 46 above, relating to acceptance of donations and grants, 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 held by it, according to the judgment of the Board of Directors, without being restricted to the class of investments that a Director is or may hereafter be permitted by law to make or any similar restriction; provided, however, that no action shall be taken by or on behalf of the corporation if such action would result in the denial or loss of the tax exemption under Section 501(c)(3) or any other section of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.

Section 60:No General or Supporting Member, employee, person connected with the corporation, or any other private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation, provided that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the corporation in effecting any of its purposes; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the corporation.

Section 61: No General or Supporting Member or employee of the corporation or their spouses or dependent children shall receive any direct personal benefit from the activities of the corporation in assisting any private entity. This provision shall not prohibit corporations or other entities with which a member or employee is associated by reason of ownership or employment from participating in educational activities sponsored or supported by the corporation, provided that such ownership or employment is made known to the Board of Directors, and in the case of General Membership, the General Member abstains from voting on matters pertaining to such participation.

Section 62:Pursuant to 13-B, M.R.S.A., Section 712, the corporation shall make no loan to its General of Supporting Members. Any member who consents to or participates in the making of any such loan shall be liable to the corporation for the amount of such loan until the repayment thereof.

Section 63:Transactions in which a Director has a personal or adverse interest, as defined by 13-B, M.R.S.A., Sections 713.2.A and B. must be disclosed to the entire Board of Directors. The nature of such a transaction shall include contracts or other transactions between the corporation and any such Director, and contracts or any other transactions between the corporation and any corporation, partnership or association in which one or more of its Directors or officers are Directors, or officers or partners, of have a financial interest direct or indirect.

INDEMNIFICATION AND INSURANCE

Section 64:The corporation shall, to the full extent of its powers to do so provided by law, including without limitation Section 714 of Title 13-B, M.R.S.A., indemnify any and all present and former members, Directors, officers, employees, and agents of the corporation against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by them in connection with any action, suit or proceeding in which they, or any of them, are made parties, or a party, by reason of their being or having been members, Directors, officers, employees, or agents of the corporation; except in relation to matters as to which any such person shall be finally adjudicated in any such action, suit or proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interest of the corporation, or, with respect to any criminal action or proceeding, where such person is finally adjudged to have had reasonable cause to believe that his or her conduct was unlawful. Such indemnification shall be made in accordance with the procedures set forth in Maine Revised Statutes Annotated, Title 13-B, Section 714, subsection 3, as the same may be amended from time to time. Such indemnification shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any other By-Law, Agreement or otherwise.

Section 65:The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a member, Director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as an officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or other enterprise against any liability asserted against that person and incurred by that person in any such capacity, or arising out of that person's status as such, whether or not the corporation would have the power to indemnify that person against such liability under this section.

Section 66:Any amendment, modification or repeal of Sections 64 and 65 shall not deny, diminish or otherwise limit the rights of any person to indemnification or advance hereunder with respect to any action, suit or proceeding arising out of any conduct, act or omission occurring or allegedly occurring at any time prior to the date of such amendment, modification or repeal.

PROCEEDINGS, BYLAWS, AND AMENDMENTS

Section 67:All corporation business meetings shall be conducted in accordance with Roberts Rules of Order or such other rules as the Board of Directors shall adopt, but no rule change will be effective until the next subsequent meeting after passage of the change.

Section 68:These Bylaws shall be effective immediately following their adoption by the Board of Directors at a regularly scheduled Board meeting.

Section 69:These Bylaws may be amended by a majority vote of the corporation's General Members present at a General Membership meeting, provided that the Secretary shall include the proposed amendment in the notice of such a meeting. No amendment may be made that jeopardizes the tax exempt status of the corporation as a non-profit corporation as described in Section 501(c)(3) of the Internal Revenue Codes or Title 13-B, M.R.S.A. and all amendments thereto.

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