BY-LAWS OF
LEWISTON AREA YOUTH FOOTBALL, INC.
ARTICLE I
NAME AND OFFICES
Section 1. The name of the corporation shall be: Lewiston Area Youth Football, Inc.
Section 2. The principal office of the corporation in the State of Maine shall be located in the Town of Lisbon, in the County of Androscoggin, at the office of Clifford & Golden, P.A., 5 Maple Street, Lisbon Falls, Maine. The corporation may have such other offices, either within or without the State of Maine, as the Board of Directors may determine or as the affairs of the corporation may require from time to time.
Section 3. The corporation shall have, and continuously maintain, in the State of Maine, a registered office and a registered agent, whose office is identical with the registered office, as required by the Maine Nonprofit Corporation Act, Title 13-B, Section 304. The registered office may, but need not be, the same as the principal office in the State of Maine, and the address of the registered office may be changed from time to time by the Board of Directors.
ARTICLE II
MEMBERS
Section 1. Parents of children who are enrolled in the league. No set of parents shall have more than one membership.
Section 2. The Board of Directors may provide for the issuance of certificated evidencing membership in the Corporation which shall be in such form as determined by the board.
ARTICLE III
PURPOSES. The purposes of the Corporation shall be to operate a youth football league in Lewiston, Maine. It shall also be the purposes of this Corporation to act in the best interests of Lewiston Area Youth Football League, Inc, to preserve and to protect the character and quality of the same.
ARTICLE IV
MEETINGS OF MEMBERS.
Section 1. Annual Meeting. The annual meeting of members shall be held the 3rd weekend of January beginning with the year 2018, for the purposes of electing directors and for the transaction of such other business as come before the meeting. If the election of directors shall not be held on the day designated herein for the annual meeting, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as conveniently may be.
Section 2. Special Meetings. Special meetings of the members may be called by the President, the Board of Directors, or by any member having voting rights.
Section 3. Place of Meeting. The annual meeting shall be held at Pedro O’Hara’s in Lewiston, Maine. The Board of Directors may designate any place either within or without the State of Maine, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the Corporation in the State of Maine; but if all the members shall meet at any time and place, either within or without the State of Maine, the consent to the holding of a meeting, such meeting shall be valid without call and notice, and at such meeting any corporate action may be taken.
Section 4. Notice of Meetings. Written or printed notice stating the place, day, and hour of any meeting of members shall be delivered either personally or by mail, to each member entitled to vote at such meeting, not less than ten (10) days, nor more than fifty (50) days before the date of such meeting, by or at the direction of the President, or the Secretary, or the Officers or persons calling the meeting. In the case of a special meeting or when required by statute or these By-Laws, the purpose or purposes for which the meeting is called shall be stated in the notice.
Section 5. Informal Action by Members. Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting of the members, may be taken without a meeting if a consent in writing, setting forth the actions so taken, shall be signed by all the members entitled to vote with respect to the subject matter thereof.
Section 6. Quorum. The members holding three/fifths of the votes which may be cast at any meeting shall constitute a quorum at such meeting.
Section 7. Proxies. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his duly authorized attorney in fact. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.
Section 8. Emergencies. In the event that the Board of Directors and/or the three (3) officers, hereinafter named, of the Association may determine that an emergency situation exists, a meeting by telephone may be held. There shall be no requirement that the meeting be held by conference call, but the individual members may be polled as to their vote on any given issue.
Within ten (10) days after said vote, written notice of the question shall be sent out to each member voting along with a notification of that member’s vote as well as the vote of the entire membership.
ARTICLE V
VOTING
Section 1. Each set of parents shall be entitled to one collective vote on each matter submitted to a vote of the members. It is the intent of this section that one vote for each set of parents shall be cast on every matter submitted to a vote of the members. If a member has multiple children enrolled in the league, he or she shall be entitled to only one vote.
ARTICLE VI
BOARD OF DIRECTORS
Section 1. General Powers. The activities of the Corporation shall be managed by the Board of Directors, which shall have the power to make and amend the By-Laws, to elect and remove officers and agents of the Corporation, to fill vacancies, to delegate powers and duties, to appoint committees including executive committees and to fix the compensation of Directors, Officers, and Agents of the Corporation, in addition to any other powers not expressly prohibited by these By-Laws or by the Maine Nonprofit Corporation Act. In addition, the Board of Directors shall implement and enforce the conditions, restrictions, covenants, charges and assessments as set forth in these By-Laws, the Articles of Incorporation, or in any vote of the membership.
Section 2. Number, Tenure and Qualifications. The number of Directors shall not be less than four and no more than fifteen. No more than one parent of a child currently signed up for the league may serve as a director during any term. Each director shall hold office until the annual meeting of members and until his or her successor shall have been elected and qualified.
Section 3. Regular Meetings. The regular annual meeting of the Board of Directors shall be held without other notice than this By-Law, immediately after and at the same place as the annual meeting of members. The Board of Directors may provide by resolution the time and place either within or without the State of Maine, for the holding of additional regular meetings of the Board without other notice than such resolution.
Section 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two (2) directors. The person or persons authorized to call special meetings of the Board may fix any place either within or without the State of Maine, as the place for holding any special meeting of the Board called by them.
Section 5. Notice. Notice of any special meeting of the Board of Directors shall be given at least two days previously thereto by written notice to be delivered personally or sent by mail or telegram to each director at his address as shown by the records of the Corporation. Any director may waive notice of a meeting. Neither the business to be transacted for the purpose of any regular or special meeting of the Board need be specified in the Notice or Waiver of Notice of such meeting unless specifically required by law or by these By-Laws.
Section 6. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.
Section 7. Manner of Acting. The act 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 act of a greater number is required by law or by these By-Laws.
Section 8. Vacancies. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors, shall be filled by the Board of Directors. The director elected to fill the vacancy shall be elected for the unexpired term of his predecessor in office.
Section 9. Removal. At a special meeting of the members called expressly for that purpose, the entire Board of Directors, or any individual director, may be removed with or without cause by a vote of the members as provided in Section 704 of Title 13-B, the Maine Nonprofit Corporation Act.
Section 10. Unanimous action taken by Directors without a meeting. Any action required by law to be taken at a meeting of the Directors or any action which may be taken at a meeting of the Directors or a committee of Directors may be taken without a meeting of all the Directors or all members of the committee, 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.
ARTICLE VII
OFFICERS
Section 1. Officers. The officers of the Corporation shall be President, Vice President, Secretary, Treasurer and such other officers and assistant officers the Board of Directors deems necessary. No officer shall hold more than one Board position at one time.
Section 2. Election and Term of Office. The officers of the Corporation shall be elected annually by the Board of Directors at the regular Annual Meeting of the Board of Directors. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. New officers may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until a successor shall have been duly elected and shall have been qualified.
Section 3. Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby.
Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.
Section 5. Compensation: No member of the Board of Directors shall be compensated directly or indirectly for their services.
Section 6. President. The President shall be the principal office of the corporation and shall in general supervise and control all the business and affairs of the Corporation. He shall preside at all meetings of the members and Board of Directors. He may sign, with the Treasurer, or any other proper officer of the Corporation authorized by the Board of Directors, any contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors and by these By-Laws or by statute to some other officer or agent of the Corporation. In general, he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 7. Vice President. The Vice President shall preside over meetings in the absence of the President. They shall perform the duties of the President in the event that the President is incapacitated.
Section 8. Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in banks, trust companies or other depositories; 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 by the President or by the Board of Directors. The Treasurer shall give bond in such sum and with such sureties as the Board of Directors may approve, conditioned for the faithful discharge of the duties of his office.
The foregoing notwithstanding, there shall be no obligation to give such bond unless and until such time as the Board of Directors affirmatively direct that the same shall be provided.
Section 9. Secretary. The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provision of these By-Laws as required by law; be custodian of the Corporate records and of the seal of the Corporation; keep a register of the post office address of each member which shall be furnished to the Secretary by such member, and 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 by the President or the Board of Directors.
ARTICLE VIII
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these By-Laws, 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 specific instances.
Section 2. Checks, Drafts, etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by the President and Treasurer, or by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 3. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may elect.
Section 4. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.
ARTICLE IX
BOOKS AND RECORDS. The Corporation shall keep correct and complete books and records of accounts and shall also keep minutes of the meetings of its members, Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Corporation may be inspected by any member or his agent or attorney for any proper purpose at any reasonable time.
ARTICLE X
FISCAL YEAR. The fiscal year of the Corporation shall begin on the first day of January and the last day of December of each year.
ARTICLE XI
CHARGES AND ASSESSMENTS
Section 1. Assessments. Each member is deemed to covenant and agree to pay an annual league dues to the Corporation in the amount specified herein or fixed by the Board of Directors.
ARTICLE XII
WAIVER OF NOTICE. Whenever any notice is required to be given under the provisions of the Maine Nonprofit Corporation Act or under the provisions of the Articles of Incorporation or the By-Laws of this Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the times stated herein, shall be deemed equivalent to the giving of such notice.
ARTICLE XIII
SEAL. The Board of Directors may provide a corporate seal which shall be the name of the Corporation, the year and state of its incorporation.
ARTICLE XIV
DISSOLUTION. Upon the dissolution of the corporation or the termination of its activities, the assets of the corporation remaining after payment of all its liabilities shall be distributed exclusively to a local non profit organization of the Boards choosing provided that it is an exempt organization under Section 501(C)(3) of the Internal Revenue Code of 1954, as amended, or any other organization or organizations organized and operated exclusively for such purposes as shall then qualify as an exempt organization or organizations under Section 501(C)(3) of the Internal Revenue Code of 1954, as amended, and is a charitable, religious, eleemosynary, benevolent or educational corporation within the meaning of Title 13(B) of the Maine Revised Statutes, as amended.
ARTICLE XV
AMENDMENTS TO BY-LAWS. These By-Laws may be altered or amended or repealed and new By-Laws may be adopted by a majority vote of the Board of Directors present at any regular or special meeting.
On nomination and by unanimous vote of the Board of Directors, the following were elected officers of Lewiston Area Youth Football, Inc. to serve until the second annual meeting of the Directors