BYLAWS OF NORTH EAST BASS ASSOCIATION, INC. OF MAINE

A NON-PROFIT CORPORATION

ARTICLE I - INTRODUCTION

Section 1. Name: This organization shall be known as the North East Bass Association, Inc. of Maine (hereafter referred to as the Association).

Section 2. Code of Rules. These Bylaws constitute the code of rules adopted by North East Bass Association, Inc. of Maine for the regulation and management of its affairs.

Section 3. Purpose and Powers. This Association shall have the purpose and powers as may be stated in its Articles of Incorporation, and such powers as are now or may be granted hereafter by laws. The primary purpose of this Association is to advance, enhance, improve and assist the promotion of bass fishing, water and soil conservation within the State of Maine.

ARTICLE II - LOCATION OF ASSOCIATION

Section 1. Principal Office. The principal office of this Association shall be located in the City of Belfast, County of Waldo, State of Maine.

Section 2. Other Offices. This Association may also have offices at such other places within the State of Maine as the Board of Directors may from time to time designate.

ARTICLE III - MEMBERSHIP

Section 1. Definition of Membership. The members of this Association are persons or corporations (or other entities) having membership rights in accordance with the provision of these Bylaws. An individual may become a Member upon payment of the designated annual membership fee, and belong to an affiliated NEBA of Maine Chapter.

Section 2. Class of Members. This Association shall have two classes of Members which are designated as follows:
a) Adult Member
b) Youth Member

Section 3. Qualification.
a) Any individual interested in bass fishing and water conservation may become a Member of this Association.
b) Youth Members constitute any individual which is seventeen (17) years or younger at the time of the State’s qualifying event(s).

Section 4. Affiliation. Any club may become affiliated with the Association upon written application to the Secretary and satisfaction of the following:
(a) A completed roster of membership, along with appropriate dues, is submitted to the Association at least annually, prior to the Championship Tournament, and
(b) Consider at least one youth or conservation project be conducted during each year.
(c) And accepted by a majority vote of the Board of Directors.

Section 5. Withdrawal of Chapter. Any Chapter may withdraw from affiliation, of the Association, by giving written notice of such intention to the Secretary.

Section 6. Voting Rights. Each Chapter of the Association will have voting rights in accordance with the provision of these Bylaws.

Section 7. Non-Transferable. Membership in this Association is non-transferable and non-assignable.

ARTICLE IV - DUES

Section 1. Annual Dues. The Board of Directors may determine from time to time the amount of initiation fee, if any, and annual dues payable to the Association by Members.

Section 2. Payment of Dues. Dues for the ensuing year shall be payable in advance on the month and day designated by the Board. Dues are non-refundable.

ARTICLE V - ORGANIZATION

Section 1. Board of Directors. The Board shall consist of one representative (or his/her alternate) from each of the affiliated chapters/clubs, the President and the offices of the Vice President, the Secretary, the Treasurer, the Tournament Director and the Youth/Conservation Chairman.

Section 2. Meeting of the Board. The Board shall meet at least quarterly. Additional scheduled or special meetings may be called by the President.

Section 3. Place of Meetings. All regular and special meetings of the Board of Directors shall be held at the principal office of this Association, or at such other place or places as the Board of Directors may designate.

Section 4. Quorum. A majority of the Directors of this Association shall constitute a quorum for the transaction of business at any regular or special meeting of the Board of Directors.

Section 5. Voting. At all meetings of the Board of Directors, each Director shall have one vote.

Section 6. Compensation. Directors shall not receive compensation for their services as Directors. However, Directors may be reimbursed for expenses incurred on behalf of the Association.

Section 7. Procedural Rules for Meetings. The rules set forth in Robert’s Rule of Order (as revised) shall govern the Association in all meetings, in which they are applicable and not in conflict with the provisions of the Constitution and Bylaws.

ARTICLE VI - OFFICERS, ELECTIONS, AND TERMS OF OFFICE

Section 1. Officers. The officers of the Association shall be the President, who shall serve as the chairman of the Board, the Vice-President, the Secretary, the Treasurer, the Tournament Director and the Youth/Conservation Chairman.

Section 2. Nominations, Elections and Terms of Office. Nominations and elections shall be held annually, with time and date determined by the Board. All Board Members are to serve one (1) year terms defined as January 1st to December 31st of each year. Should a vacancy occur in any of the offices, the Board will fill that position by election.

Section 3. Powers and Duties of the President. The President shall be the chief executive officer of the Association and shall see that all orders and resolutions of the Board of Directors are carried into effect. It shall be the duty of the President to preside at all meetings of the Board of Directors. The President shall cause to be called regular and special meetings of the Directors in accordance with these Bylaws. He shall submit a report of the operations of this Association for each year to the Directors at their last regular meeting in such year, or at a special meeting called for that purpose and from time to time he shall report to the Directors all matters within his knowledge which the interests of this Association may require to be brought to their notice. The President shall have the authority to sign, make and endorse the name of the Association, all checks, notes, drafts, bills of exchange, acceptances and other instruments for the payment of money, and pay out and dispose of same and receipt therefore.

Section 4. Powers and Duties of the Vice President. The Vice President of this Association shall generally assist the President and shall perform such duties as may be assigned by the Board of Directors or the President. In the event the death, resignation, absence or inability to act of the President, the Vice President shall assume and discharge pro tempore the powers and duties of the President of this Association.

Section 5. Powers and Duties of the Secretary. The Secretary shall be the secretary of the Board of Directors. The Secretary shall keep the minutes of all meetings of the Board of Directors. The Secretary shall have charge of all books and records of the Association. The Secretary shall keep in safe custody the seal of this Association, and when authorized by the Board of Directors, shall affix the seal to any instrument requiring the same. The Secretary shall give all notices to the Directors. In general, the Secretary shall perform all the duties incident to his/her office.

Section 6. Powers and Duties of the Treasurer. The Treasurer shall have the care and custody of and be responsible for all the funds, securities, evidences of indebtedness and other valuable documents of the Association, and deposit all such funds in the name of the Association in such banks, or trust companies, or other depositories, or in such safe deposit vaults as the Board of Directors may designate. The Treasurer shall sign, make and endorse the name of the Association, all checks, notes, drafts, bills of exchange, acceptances and other instruments for the payment of money, and pay out and dispose of same and receipt therefore, under the direction of the President or the Board of Directors. The Treasurer shall render a statement of the condition of the finances of the Association at each regular meeting of the Board of Directors, and at such other times as shall be required of him/her and provide a full financial report. The Treasurer shall keep at the office of the Association full and accurate books of account of all of its business and transactions and other such books of account as the Board of Directors may require, and shall exhibit the same to any Director of the Association upon application therefore. In general, he/she shall perform all the duties incident to his office. He/She shall give the Association a bond for faithful discharge of his duties in such amount and with such surety as the Board of Directors may prescribe.

Section 7. Powers and Duties of Tournament Director. The Tournament Director will be responsible to plan, organize and operate the annual Association’s Championship Tournament and any tournaments the Association holds. The Tournament Director will preside as chairman over and appoint, from the Association membership, a Tournament Committee. The committee will rule with final authority on proper conduct, procedures, qualifications and other matters relating to the orderly conduct of such tournament. All tournaments shall be conducted within the spirit and letter of the current Association Tournament Rules, as approved by the Board. The committee shall conduct its affairs so that only honor, integrity, sportsmanship and the highest ideals of fair play will accrue to it.

Section 8. Powers and Duties of Youth/Conservation Chairman. The Youth/Conservation Chairman will be responsible to introduce our youth to the goals of the Association, to encourage member chapters to sponsor a youth activities program. The Youth/Conservation Chairman will be responsible to protect our national environment from harmful change; to document and report to the proper authorities violations of anti-pollution laws, statutes, and regulations; to take political action to improve our environment; to take legal action where appropriate; to undertake informational and educational programs; to bring public awareness to the threats to our environment; to take a leadership role in repairing the harm that has already been done to the life-giving waters of America.

Section 9. Returns and Statements. It shall be the duty of each officer of this Association to make and file any and all returns, reports, lists or statements required by law to be made and filed by him/her, and to make full reports to the Board of Directors respecting the affairs of the Association in his charge whenever he/she may be requested to do so.

Section 10. Compensation. The officers of the Association shall not receive a salary for their services in such office, but they may be reimbursed for expenses incurred in carrying out their duties hereunder.

ARTICLE VII - MISCELLANEOUS

Section 1. Contracts, etc. The Board of Directors may authorize any officer or officers, agent or agents, employee or employees to enter into any contract or other instrument on behalf of this Association and such authority may be general or confined to specific instances. Except as herein provided or as authorized by the Board of Directors, no officer, agent or employee, other than the President and Treasurer shall have any power or authority to bind this Association by any contract or engagement, or to pledge its credit or to render it liable, for any purpose or for any amount.

Section 2. Deposits, Checks and Drafts. All checks and drafts of funds of this Association shall be deposited from time to time to the credit of this Association in such banks, or trust companies, or to other depositories, as the Board of Directors may from time to time designate. All checks shall be drawn out of the regular checkbooks of this Association and upon the stub of each such check, the purpose and amount for which the same is drawn shall be specified. All checks, notes, drafts, bills of exchange, acceptances or other orders for the payment of money or other evidences of the indebtedness of this Association shall be signed as shall from time to time be designated by resolution of the Board of Directors.

Section 3. Indemnity. Any person made a party to any action, suit or proceeding by reason of the fact that he/she, his/her testator/testatrix or his/her interests, is or was a Director, officer or employee of the Association or of any corporation which he/she served as such at the request of the Association shall be indemnified by the Association against the reasonable expenses, including attorneys’ fees, actually and necessarily incurred by him/her in connection with the defense of such action, suit or proceeding, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such officer, Director or employee is liable for negligence or misconduct in the performance of his duties. The Association may also reimburse to any Director, officer or employee the reasonable cost of settlement, fine or judgment of any such action, suit or proceeding if it be found by a majority of Directors to be to the best interests of the Association that such settlement be made and that such officer, Director or employee was not guilty of negligence or misconduct.

The foregoing right of indemnification shall not be deemed exclusive of any other rights to which any officer or Director or employee may be entitled apart from the provisions of this Section.

The amount of indemnity to which any officer or Director may be entitled shall be fixed by the Board of Directors.

ARTICLE VIII - AMENDMENT OF BYLAWS

Section 1. Alterations, Amendments or Repeals. The Board of Directors shall have power to make, amend, or repeal the Bylaws of the Association, by vote of a majority of all the Directors at the annual January meeting or at an emergency session called by 75% vote of the Board of Directors. Amendments to the Bylaws shall be submitted in writing to the Board for review at the previous regular meeting. An amendment will be passed by a two thirds vote.

ARTICLE IX - FISCAL YEAR AND AUDITS

Section 1. Fiscal Year. The Fiscal Year of the Association shall begin January 1, and end on December 31st.

Section 2. Audits. The books and records of the Association may be audited annually by a certified public accountant selected by the Board of Directors if the Board so elects.