By-Laws

Upper Andro Anglers Alliance, Inc.

Article I

Name, Purpose and Location

The name of the corporation is Upper Andro Anglers Alliance, Inc. Its purpose shall be as specified in the Articles of Incorporation, a copy of which is hereto attached. Its principle place of business shall be located at Bethel, State of Maine, County of Oxford. Said Corporation shall carry on business and operate anywhere within the States of Maine or New Hampshire or in any state where it has legal authority to carry on business and operate.

ARTICLE II

Membership

Section 1. Eligibility

There shall be two (2) classes of members, one consisting of individual members and one consisting of business members. Any individual or business that makes a contribution in cash or in kind and in accordance with the established membership policies shall become a member of the Corporation. The duties and privileges of such membership may be exercised by such member in person or by duly authorized proxy, provided that there shall not be more than one vote for each membership.

Section 2. Membership

Membership will be so recorded on the books of the Corporation maintained by the Treasurer for that purpose, together with a record of the amounts of donations.

Section 3. Duties and Privileges

Members in good standing are entitled to all the benefits and privileges associated with their membership.
Each member in good standing shall be entitled to one vote at any meeting of the Corporation at which the members present are required to vote. A vote may be cast in person, or by duly authorized proxy given to the Secretary not more than 30 days prior to the date of such meeting. Only members in good standing are entitled to vote at meetings of the Corporation, or serve as officers.

Section 4. Termination of Membership

Membership of any member shall terminate at the end of the fiscal year for which said member has made a contribution, but shall be reinstated upon making of a contribution for the current fiscal year effective upon the receipt of such contribution.

ARTICLE III

Meetings and Members of the Corporation

Section 1. Annual Meeting

The annual meeting of the members shall be held in March of each year at the time and place determined by the Board of Directors or the President for the purpose of electing directors and officers and transacting any other business which may properly come before the meeting.

Section 2. Special Meeting

Special meetings of the members may be called at any time by the President, by the Board of Directors, or by petition in writing signed by not fewer than seven members of the Corporation entitled to vote and filed with the Secretary. At such special meeting, no business shall be transacted which is not specified in the notice of the meeting.

Section 3. Voting

At any meeting of the members of the corporation, seven members present shall constitute a quorum for the purpose of business, and in the event no quorum is present, the members present shall have the power to adjourn from time to time until such a quorum is present. Each member shall have one vote.

Section 4. Notice

No fewer than seven days prior to each meeting, notice shall be mailed or e-mailed to all members, setting forth the date, time and place of such meeting, and include the nature of business to be transacted.

ARTICLE IV

Board of Directors

Section 1. General Powers

The property, affairs and activities of the Corporation shall be managed by a Board of Directors, consisting of at least three but not more than nine persons, as may be initially determined by the incorporates. The Board of Directors shall define, establish and maintain such policies and procedures as are necessary to the efficient and effective operation of the Corporation. The Board of Directors shall have and may exercise all the powers, allowed to non-profit corporations under the laws of the State of Maine, and applicable Federal Laws, except as may otherwise be limited by the provisions of these by-laws and the Articles of Incorporation.

Section 2. Elections

The Board of Directors shall be elected at the annual meeting of the Corporation by the members and each Director shall serve a term of three years or until his successor is elected. The successor will serve the balance of the term of the Director being replaced. However, at the first annual meeting, up to one third of the Directors must serve a term of one year and up to one third of the Directors must serve a term of two years. Those Directors serving for said one or two year term shall be designated by the Board of Directors as a whole following the election.

Section 3. Vacancies

In the case of a vacancy, the remaining Directors may elect a successor for the remainder of the vacant term.

Section 4. 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 2/3 majority of the members present and voting.

Section 5. Call and Notice

The Board of Directors shall meet on call by the President or on a written request filed by the Secretary by four or more Directors. The Secretary shall give reasonable notice to each Director of the time, place and date for each meeting.

Section 6. Meetings

The Board of Directors shall meet at least four times per year. The annual meeting of Directors shall be held at the same place and date as the annual meeting of the members and shall constitute one of the four required meetings.

Section 7. Quorum and Voting

A quorum shall consist of five (5) of the current Directors. Unless otherwise specified in these by-laws. Majority votes will prevail on all matters to be voted on by the current Directors or their proxies.

Section 8. Unanimous Action by Directors Without a Meeting

Any action required to be taken at a meeting of the Board of Directors or any action which may be taken at a meeting of the Board of Directors or by a committee of the Board of Directors, may be taken without a meeting if all the Directors, or all the 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. Such consents shall be filed with the minutes of the Board of Directors; meeting or committee meetings, as the case may be, and shall have the same effect as a unanimous vote.

ARTICLE V

Officers

Section 1. Officers

The officers of the corporation shall be a President, Vice-President, and Secretary/Treasurer. All officers shall be Directors and shall be elected by the members at the annual meeting. Each Director shall serve until a successor is elected and qualified. The Board may from time to time appoint such other officers it deems necessary.

(a) President

The President shall be the Chief Executive Officer of the Corporation and shall preside at all meetings of the Board of Directors and at the annual meeting of the members. The President shall exercise general supervision over the management of the property and affairs of the Corporation. The President shall do and perform such duties from time to time as may be assigned to him/her by the Board of Directors. The President shall have the power to appoint all committees, with the consent of the Executive Committee, and shall be responsible for their actions. In the absence or inability of the President to perform any of the duties imposed upon the President, the Vice-President, or in the Vice-President’s absence or inability the Secretary/Treasurer may exercise all the powers of the President by order of the Board.

(b) Vice President

The Vice-President shall work with and cooperate with the President in the exercise of the powers and duties of the President as the President may request from time to time and shall act in the place of and for the President in the event of the latter’s absence.

(c) Secretary/Treasurer

The Secretary/Treasurer shall record all the votes and proceedings of the Board in books kept for that purpose. The Secretary/Treasurer shall have custody of the seal of the corporation. In the absence of the Secretary/Treasurer at nay meeting of the Board, the records thereof shall be kept by such person as shall be appointed for the purpose of the meeting. The Secretary/Treasurer shall also keep the record of the members’ meetings and shall perform such other duties as are incident to the office or that of a Clerk as required by the laws of the State of Maine. The Secretary/Treasurer shall conduct all necessary correspondence and shall keep a record of the names and addresses of all members. The Secretary/Treasurer shall notify the members of all committees of their appointment, together with a description of the project to undertake. The Secretary/Treasurer shall also act in the place of and for the President in the event that the President and the Vice-President are unable to perform their duties.

The Secretary/Treasurer shall keep correct and suitable books of accounts and transactions. The Secretary/Treasurer shall keep an account of the money of the Corporation and shall make a written report to the members at the annual meeting. The Secretary/Treasurer shall deposit all money of the Corporation in its name in a bank or place of deposit selected by the Board of Directors. The Secretary/Treasurer and such other officers as may be authorized by the Board of Directors from time to time shall sign all checks, drafts, notes and orders for the payment of money, and shall pay out and dispose of the same under direction of the Board of Directors. The Board of Directors may require the Secretary/Treasurer to give bond with sufficient securities for the faithful performance of these duties, in such amount as shall be fixed by the Board.

(d) Removal

Any officer may be removed from office by an affirmative vote of a majority of the complete Board of Directors, followed by an affirmative vote of two-thirds of the total number of members, entitled to vote, according to membership policies established by the Executive Committee. Such members shall be present, or represented by proxy, at a special meeting of the members called for such purpose. Removal of an officer shall also constitute removal of that person as a member of the Board of Directors.

ARTICLE VI

Committees

Section 1. The Executive Committee

The Executive Committee shall consist of the three (3) officers of the Corporation, the chairs of the Standing Committees, and one member –at-large elected from the membership by the Board of Directors. The Executive Committee shall act for the Board of Directors during the period between Board meetings and expressly reserved by Board resolution. The Executive Committee shall define, establish and
maintain all membership policies, including minimum contribution for membership, rights and obligations of membership and proxy rules, procedures, limits and documentation. The Executive Committee shall prepare a budget for each fiscal year for presentation to the Board of Directors. All actions taken by the Executive Committee shall be by a majority vote of the total members of the Executive Committee. The Secretary/Treasurer shall give reasonable notice to each member of the Executive Committee of the time, date and place of each meeting.

Section 2. Standing Committees

The Board of Directors may from time to time and for terms they see fit, appoint such other committees as deemed necessary to implement the purposes of the Corporation. The Board may authorize Committees to exercise any power of the Board. The number of members of each committee shall be set by the Board and be of sufficient number to carry out the tasks of the committee.

a) The Fisheries Committee

The Fisheries Committee shall work with the Maine Dept. of Inland Fisheries and Wildlife to improve the fishery of Maine’s Upper Androscoggin River.

b) Access Committee

The Access Committee will work to improve drift boat and walk-in angler access to Maine’s Upper Androscoggin River

c) Communications Committee

The Communications Committee will prepare written publications, maintain the website, issue press releases and promote the Corporation through media events.

d) Events Committee

The Events Committee will produce the annual Family Fishing Festival, Drift Boat Competition and Two Fly Contest as well as any other events as directed by the Board of Directors.

e) Membership Committee

The Membership Committee shall work to increase the membership of the Corporation.

ARTICLE VII

Financial Affairs

Section 1. Fiscal Year

The fiscal year of the corporation shall commence on the first day of January and end on the thirty first day of December each year.

Section 2. Bank Accounts

The Funds of the Corporation shall be deposited in one or more banks as designated by the Board of Directors. 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 and Secretary/Treasurer on behalf of the Corporation. All checks issued by the Corporation shall be executed by any two of the following, the President, Vice-President/Secretary Treasurer except that the Board of Directors may authorize its hired staff to execute checks up to limit which the Board specifies.

ARTICLE VIII

Protection of Officers and Directors

Section 1. Limits of Liability

No director shall be liable to this Corporation except for his own acts, negligence and defaults in bad faith. No director shall be liable out of his or her personal assets for any obligation or liability incurred by this Corporation or by the directors. The Corporation alone shall be liable for the payment or satisfaction of all obligations or liabilities incurred in carrying on the affairs of the Corporation.

Section 2. Indemnification

Each member of the Board of Directors and each officer of the Corporation may in the discretion of the other members of the Board of Directors be indemnified by the corporation against all loss, costs, damage, expense and charges reasonably incurred or suffered by him/her in connection with the defense or reasonable settlement of any action, suit, or proceeding to which he may be made a party by reason of his/her having been a member of the Board of Directors.

ARTICLE IX

Prohibition Against Private Gain

No Officer or Director 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 Director duly authorized and also shall not prohibit the employment of persons, including members to perform duties for the Corporation and receive compensation therefore, upon proper authorization of the Board of Directors.

ARTICLE X

Dissolution

In the event the Corporation shall be dissolved, none of its assets shall inure to the benefit of any Officer, Director or Member. Upon dissolution, all assets of the UPPER ANDRO ANGLERS ALLAINCE, INC will be transferred to Mollyockett Chapter 697 of Trout Unlimited, Inc. a non-profit corporation qualified under the terms of Section 501 c-3 of the Internal Revenue Code.