By-Laws for Friends of Bald Mountain Pond. (Adopted at 1/21/03 meeting) Article 1 Name, Purpose, and Location Section 1. Name. The name of this organization is Friends of Bald Mountain Pond. Section 2. Purpose. The purpose is to preserve and protect Bald Mountain Pond and the adjacent 10,000 acres. Section 3. Location. The mailing address for Bald Mountain Pond is P.O. Box 105, Skowhegan, Me. 04976. Article 2 Finances Section 1. The fiscal year of the organization shall be from January 1 to December 31 of the following year. Article 3 Board of Directors Section 1. Powers and duties of board. The activities of the corporation shall be managed by a board of directors, which shall act by majority vote of those directors present at a meeting where there is a quorum. Section 2. First board of directors. The incorporator shall elect the first board of directors, which shall hold office until the board of directors meets for the first time, whereupon the first board of directors shall elect a board of directors in the manner and for the terms provided below. Section 3. Number of directors. The board of directors shall consist than 3 and of not more than 14 directors. Section 4. Terms of directors. The board of directors shall divide the number of directors on the board into thirds or as nearly into thirds as possible, and shall designate the first third of the seats on the board to serve a one-year term, the second third to serve a two-year term, and the last third to serve a three-year term. Section 5. Quorum. A majority of the directors then members of the board of directors shall constitute a quorum for the purposes of any action by the board of directors. Section 6. Election of directors. The directors shall nominate persons to fill vacancies or to increase membership on the board of directors, and the board of directors shall elect the nominees. If a nominee is a current member of the board of directors, the nominee may not vote with respect to his or her nomination. Section 7. Resignation. Any director may resign by delivering or causing to be delivered to any other director a written resignation, which shall take effect on being so delivered or at such time as may be specified therein. Section 8. Removal. A director may be removed for just cause by majority vote of the board of directors after the said director receives reasonable notice and an opportunity to be heard before the board of directors. Section 9. Meetings. The board of directors shall meet every month or as felt necessary. The board also may meet whenever called upon to do so by a majority of the board of directors or a majority of the executive board. The board of directors shall convene an annual meeting at the close of each fiscal year, which may occur at the same time as a regular monthly meeting. Section 10. Validity of meetings. Notice of any meeting shall be e-mailed sent, called, or to each member of the board of directors at least 48 hours before the meeting, but if such notice is not given the acts of the meeting shall be valid if all directors are present at the meeting or written assent to such meeting is given by those directors not present. Notice of the meeting may be given by those calling the meeting or by the secretary of the corporation. Section 11. Chairperson. The board of directors shall elect a member of the board as chairperson, who shall preside at all meetings of the board, unless he or she appoints another to preside in his or her absence, and shall have such other powers and perform such other duties as these by-laws or the board of directors designate. Section 12. Executive Board. The executive board shall consist of the duly elected officers and the current chairperson of the board of directors. Article 4 Officers and Terms of Office Section 1. Election of Officers. The board of directors shall elect a president, treasurer, and secretary. Each officer shall hold office for one year, unless he or she sooner resigns or is unavailable, or until their respective successors have been elected by the board of directors to replace them. A person may hold more than one office, and there shall be no limit to the number of terms a person may hold any office. Section 2. Resignation. An officer may resign be delivering to the chairperson of the board of directors a written statement of resignation, which shall take effect upon delivery or at such time as specified therein. Section 3. President. The president shall be the chief executive officer of the corporation and also shall have such powers and duties as the board of directors may determine. Section 4. Treasurer. The treasurer, subject to the discretion of the board of directors, shall have the custody of the monies and assets of the corporation and shall keep in books of the corporation, which shall be in his custody, accurate records of all transactions of his or her office, which books shall be open at all reasonable times to the inspection of any director. The treasurer shall perform such other duties as the board of directors may prescribe. Section 5. Secretary. The secretary shall attend all meetings of the boar4d of directors and shall keep a true and faithful record thereof in proper books to be provided for that purpose. If he or she is unable to attend someone else will keep a true and faithful record. Section 6. Checks, votes and acceptances. All checks shall be signed by the president or treasurer or such other person or persons as may be authorized by the board of directors. All notes or acceptances shall be signed by the Treasurer or such other person or persons as may be authorized by the board of directors. Article 5 Amendments These by-laws may be altered, amended or repealed by the board of directors at any meeting of the board, provided that each member of the board of directors has received notice of the proposed changes at least seven days before the meeting. Article 6 Dissolution In the event of the dissolution of Friends of Bald Mountain Pond all assets after payment of all liabilities of the corporation shall be distributed exclusively to another similar organization in accordance with current governmental regulations under Section 501 © of the Internal Revenue Code and as the boar5d of directors of the corporation shall determine. Date of Organizational Meeting: January 21, 2003 _________________________ Sarah Carpenter, Secretary