The name of this Corporation, a Maine not-for-profit corporation, shall be APC, Inc. (the "Corporation").

  

 

 

Section 2.1. The principal office of the Corporation for the transaction of its business is located at Paddle Lane, Arundel, ME.

  

Section 2.2. The Corporation may also have offices at such other places, within or without the State of Maine, where it is qualified to do business, as its business may require and as the Board of Directors may from time to time designate.

 

Section 3.1. Purpose.  The purposes of the Corporation shall be to provide access to and support the sports of platform tennis, or any related sport, together with any other effort or undertaking reasonably related to same, and to be exempt from federal taxation under Section 501(c)(7) of the Internal Revenue Code of 1986, as amended (the “Code”), or the corresponding section of any future federal tax code. 

Section 3.2. Powers.  The Corporation shall have all the powers necessary to carry out the foregoing purposes and all the powers of not-for-profit corporations organized under the laws of the State of Maine.

 

Section 3.3. Limitations.  The Corporation shall be an equal opportunity employer, and it shall not discriminate on the basis of age, race, color, creed, sex, disabilities, financial status, or national origin (i) in the persons serviced, or in the manner of service; (ii) in the hiring, assignment, promotion, salary determination, or other conditions of staff employment; (iii) in the selection of members; or (iv) in the membership of its Board of Directors. The Corporation shall neither have nor exercise any power, nor shall it engage directly or indirectly in any activity that would invalidate its status as a corporation which is exempt from federal income taxation as an organization described in Section 501(c) of the Code, or any successor provision.

 

The Corporation is not organized for pecuniary profit and shall not have any capital stock. No part of its net earnings or of its principal shall inure to the benefit of any officer director of the Corporation, or any other individual, partnership or corporation, but reimbursement for expenditures or the payment of reasonable compensation for services rendered shall not be deemed to be a distribution of earnings or principal. The Corporation may be dissolved upon the affirmative vote of two-thirds (2/3) of the members of the club entitled to vote. Upon the dissolution and payment of all debts, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(7) of the Internal Revenue Service Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose as the Board of Directors shall determine.

 

No substantial part of the activities of the Corporation shall be carrying on propaganda, or otherwise attempting, to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of (or in opposition to) any candidate for public office.

Section 4.1. The membership of the Corporation shall be those individuals or families that have fully paid their annual dues, including any initiation installments, by October 1st of each calendar year. For clarity, and by example only, membership for the 2023-2024 season requires payment of dues on or before October 1, 2023, and shall create membership rights until September 30, 2024.

 

Section 4.2. The Board of Directors shall be empowered to alter the category designations and/or definitions of membership as it deems appropriate in the best interests of the club or to account for additional offerings or undertakings.

 

Section 5.1.  All members are obligated to conduct themselves in a civil and sportsmanlike manner while utilizing Company facilities. In the event of repeated violations of this obligation, as determined by the Board, in its sole, reasonable, judgment, any member may be suspended or expelled for cause at a regular or Special Meeting of the Board of Directors by a vote of majority of the members of the Board. In all such cases, a notice in writing together with a copy of the charges preferred shall be sent via electronic mail and US mailed at least ten (10) days before such meeting to such member and s/he shall be entitled to be heard at such meeting if s/he so requests in writing. Suspension shall be for such period of time and shall be subject to such other conditions, as the Board of Directors shall determine.

Section 5.2 In the event of misconduct by any guest of a member, the Board may take such action as it deems reasonable in accord with the above procedure, except that the member shall receive notice but neither the member nor the guest shall have an opportunity to be heard.

 

Each fully paid membership shall have one (1) vote, be it single or family and such vote may be exercised in person, by electronic mail or by written proxy to the Board or to an individual, such proxy authorizing another to vote being provided to the Board.

 

Section 7.1. Powers. The Directors shall supervise and control the business, property, and affairs of the Corporation, except as otherwise provided by law, the Articles of Agreement of the Corporation, or these Bylaws.

 

Section 7.2. Limitation. The Directors shall not further encumber the assets of the Corporation, or expend club assets, more than $20,000 without the affirmative vote of a majority of the voting members at the annual meeting or at any special meeting called for that purpose.

 

Section 7.3. Number. There shall be a Board of Directors of the Corporation of not less than five (5) persons nor more than nine (9), consistent with the requirements of Maine law.

 

Section 7.4. Election Term. Directors of the Corporation shall be elected at the annual meeting of the Membership to serve for a term of two(2) years or until their successors are elected and qualified.

 Section 7.5. Vacancies and Newly Created Directorships. Any newly created Director position and any vacancies on the Board of Directors arising at any time and from any cause may be filled at any meeting of the Board of Directors by a majority of the Directors then in office. A Director elected to fill a vacancy shall be elected for the unexpired term of the member’s predecessor in office.

 

Section 7.6. Removal. Any Director may at any time be removed from office for any cause deemed sufficient by the Board of Directors by the affirmative vote of 2/3 of the full number of Directors then in office acting at a meeting of the Board, the notice of which has specified the proposed removal. In addition, three consecutive absences from regular meetings of the Board shall constitute an automatic resignation without any further action of the Board of Directors, unless the President of the Board has excused the absences.

Section 7.7. Compensation. Directors shall not receive salaries for their services, but by resolution of the Board of Directors, expenses of attendance, if any, may be allowed for attendance at any regular or special meeting of the Board. The Corporation shall not provide personal loans to any Director.

 

 

Section 8.1. Annual Meeting. A regular annual meeting of the Membership shall take place each year on the second Saturday of October, or at such time, date and place as shall be designated by the Board of Directors. The purpose of the annual meeting shall be to elect Directors of the Corporation, as proposed by the Board of Directors, and to transact such other business as may properly come before the meeting. In order to facilitate the transition to a membership owned club, the existing Board of Directors will transition to the new organizational entity until the October 2023 meeting, at which time the members will elect the Board of Directors of the new entity. The new Board may continue with the same slate of Officers if desired by the membership and the Directors agree to continue serving in these roles.

 

Section 8.2. Regular Meetings. Regular meetings of the Board of Directors shall be held at least two (2) times per year upon call of the President.

 

Section 8.3. Special Meetings. Special meetings of the Board of Directors may be called by the President, or by two-thirds (2/3rd) of the Directors, on five (5) days’ written notice to be held at such time, day and place as shall be designated in the notice of the meeting.

Section 8.4. Notice of Meetings. The time, day and place of any regular or special meeting of the Board of Directors shall be specified in the notice of the meeting, but no such specification is required in a waiver of notice of such meeting. Notice shall be given as provided in Section 9.1.

 

Section 8.5. Telephone/Electronic Meetings. Any one or more Directors may participate in a meeting of the Board of Directors by conference telephone or other electronic means by which all persons participating in the meeting can communicate with each other. Participation by telephone or other electronic means shall be equivalent to presence in person at a meeting for purposes of determining if a quorum is present.

 

Section 8.6. Record of Meetings. The Secretary or, in the absence of the Secretary, one of the Directors designated by the Board of Directors and participating in the meeting, shall keep a record of the meeting.

 

Section 8.7. Quorum; Vote Required. A majority of Directors then in office shall constitute a quorum for the transaction of business at any meeting of Directors, and, unless otherwise provided for by law or these Bylaws, the act of the majority of the Directors present and voting at any meeting at which a quorum is present shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Directors, the Directors present at the meeting may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum shall be present. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. Provided, however, that in an emergency circumstance requiring immediate attention, the Board of Directors may conduct business without a quorum, but such business is subject to the approval or ratification by a majority of the Board of Directors within five business days.

 

Section 8.8. Action Without a Meeting. Any action that may be taken at a meeting of the Directors may be taken without a meeting if a consent setting forth the action to be taken, shall be authorized in writing (including email) before the action by a majority of the then-current Board of Directors entitled to vote and delivered to the Corporation for inclusion in the Board minutes or filing with the records of the Corporation.

 

Section 9.1. General. Whenever under the provisions of law or these Bylaws, notice is required to be given to any person, such notice may be given via U.S. mail or overnight delivery service with postage prepaid and shall be deemed given when deposited in the mail or the delivery service addressed to such person at such person’s address as it appears on the records of the Corporation. Notice may also be given by electronic mail, facsimile, or hand delivery, and such notice will be deemed given when received.

 

Section 9.2. Waiver. Whenever any notice is required to be given by law or by these Bylaws, a waiver of notice signed by the person or persons entitled to such notice, whether before or after the time stated in these Bylaws, shall be deemed equivalent to the giving of such notice. Attendance at a meeting either in person, or if applicable, by proxy, of a person entitled to notice shall constitute a waiver of notice of the meeting unless he or she attends solely for the purpose of objecting at the beginning of the meeting to the transaction of business on the grounds that the meeting was not lawfully called or convened.

 

Section 10.1. Officers. The officers of the Corporation shall minimally consist of a President, a Vice-President, a Secretary, and a Treasurer. One person shall not hold two offices with the exception that Secretary position may be held by another officer. Each of the officers shall serve at the pleasure of the Board of Directors.

 

Section 10.2. Election; Term of Officers. The Board of Directors shall elect the officers of the Corporation immediately after the annual meeting. The officers of the Corporation shall hold office for terms of two (2) years or until their successors are elected and qualified.

 

Section 10.3. Resignation; Removal; Vacancies. Any officer may resign at any time by giving written notice to the President of the Board. Such resignation shall take effect at the time specified in the notice, or if no time is specified, then immediately. Any officer may be removed from office at any time, with or without cause, by the affirmative vote of two-thirds of the Board of Directors at any regular or special meeting of the Board called expressly for that purpose. The Directors shall fill any vacancy occurring in any office of the Corporation for the unexpired term.

Section 10.4 President. The President of the Board shall preside at meetings of the Board of Directors and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

 

Section 10.5. The Vice President. The Vice President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 10.6. Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and perform all other duties usually incident to the office, and such other duties as may be assigned by the Board of Directors.

 

Section 10.7. Treasurer. The Treasurer shall cause regular books of account to be kept, and shall render to the Board of Directors, from time to time as may be required, an account of the financial condition of the Corporation, shall deliver an annual report at the annual meeting, and shall perform all other duties properly required of the Treasurer by the Board of Directors. 1

 

 

 

Section 11.1 Standing and Ad Hoc Committees. The Board of Directors may, from time to time, create standing or ad hoc committees for special and/or temporary projects or objectives. Any such standing or ad hoc committee shall have and may exercise all the authority of the Board of Directors, except that no such committee shall exercise any authority reserved to the full Board of Directors by law, or by the Corporation's Articles of Incorporation or by these Bylaws. The President shall be an ex officio member of all standing committees and shall appoint the Chairperson of each standing or ad hoc committee.

Section 11.2. Non-Director Members of Committees. At the request of the Chair of any standing or ad hoc committee, a person who is not a director may serve on such Committee (“a Non-Director Member”). A Non-Director Member may attend all committee meetings and may vote on any matter coming before the committee. A Non-Director Member serves at the will of the Board of Directors.

 

Section 11.3 Removal. Any member of any standing or ad hoc committee may be removed either with or without cause, at any time, by a majority vote of the Directors at a Board of Directors' meeting, duly called.

 

Section 12.1. Conflicts of Interest. Any possible conflict of interest on the part of any member of the Board or an officer of the Corporation, shall be disclosed in writing to the Board of Directors and made a matter of record through an annual procedure and also when the interest involves a specific issue or transaction before the Board. Where the transaction involving a Board member or officer exceeds five hundred ($500) dollars but is less than five thousand ($5,000) in a fiscal year, a two-thirds Board of Directors vote approving the transaction is required. Every new member of the Board will be advised of this policy upon entering the duties of his or her office and shall sign a statement acknowledging, understanding of and agreeing to this policy.

 

Section 12.2. Pecuniary Benefits. The Board of Directors will comply with all requirements of Maine laws dealing with pecuniary benefit transactions and all such laws are incorporated in full into and made part of this policy statement. These requirements include, but are not limited to, absolute prohibition on any loans to any Board member or officer, and prohibition of any sale or lease (for a term greater than five years) or conveyance of real estate from a Board member or officer without the prior approval of probate court. These requirements extend to both direct and indirect financial interests, as defined by the appropriate statutes.

 

Section 13.1 Directors. Each Director or officer now or hereafter serving the Corporation, and each person who, at the request of or on behalf of the Corporation, is now serving or hereafter serves as a Director or officer of any other corporation and the respective heirs, executors and administrators of each of them shall be defended and indemnified by the Corporation against all claims, costs, expenses, judgments and liabilities, including attorney's fees, reasonable incurred by or imposed upon him in connection with or resulting from any action, suit, or proceeding, civil or criminal, in which he is or may be made a party by reason of any action alleged to have been taken or omitted by him as a Director or officer, whether or not he is a Director or officer at the time of incurring such costs, expenses, judgments and liabilities, except in relation to matters to which he shall be finally adjudged, without right of further appeal in such action, suit or proceedings, to have been liable for willful misconduct in the performance of his duty as such Director or officer. Such indemnification shall be made with respect to adjudication other than on the merits and shall extend to settlements and compromises. The foregoing right of indemnification shall not be exclusive of other rights to which such Director or officer may be entitled as a matter of law.

The Corporation may be dissolved upon the affirmative vote of two-thirds (2/3) of the members of the club entitled to vote. Upon the dissolution, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(7) of the Internal Revenue Service Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

 

 

 

Section 15.1. Execution of Contracts and Documents. All contracts and evidence of debt may be executed only as directed by the Board of Directors. The Board of Directors may require that any check payable by the Corporation in an amount greater than $10,000 be signed by two signatories authorized to sign checks on behalf of the Corporation. With authorization from the Treasurer or President, the Corporation bookkeeper may sign checks.

 

Section 15.2. Voluntary Contributions. The Corporation may accept gifts, grants, legacies and contributions from any source including persons, corporations, trusts, charities, and governments and governmental agencies.

Section 15.3. Amendments. These Bylaws may be amended or repealed, or new Bylaws adopted by the Directors at any meeting by the affirmative vote of not less than two-thirds of all the Directors of the Corporation, provided notice of the proposed change is given in the notice, which must be given not less than ten (10) days prior to such meeting. Any change or amendment to these bylaws, though executed by the Board of Directors, must be ratified by voting members at the annual meeting or at a special meeting.

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Adopted: June 26, 2023

 

Version: Final September 21, 2023