BY-LAWS

Bomazeen Old Timers

ARTICLE 1

NAME

This corporation shall be known as Bomazeen Old Timers

(hereinafter the "Corporation"). It shall have a principal office in Waterville, Maine.

ARTICLE II

PURPOSES

The purposes of the Corporation shall be:

The Corporation is formed for the purposes of promoting and supporting scouting in the Kennebec Valley, including supporting and maintaining Camp Bomazeen in Belgrade, Maine in compliance with and fulfillment of the purpose of a Trust Created by George Averill and recorded in book 815, page 271 of the Kennebec County registry of deeds. For purposes of these bylaws the Kennebec Valley is defined as any Cub Scout Pack, Scout Troop, Venture Crew from Kennebec, Somerset, Franklin, Knox and Lincoln Counties in the State of Maine. The Corporation may work with and aid Scout groups from other areas and other youth groups from the Kennebec Valley and other areas provided it does not interfere with its primary purpose. The term scouting is a reference to the organization known as Boy Scouts of America also known as Scouts BSA. Consistent with one of the purposes of scouting being service to the community, The Corporation may work with and support other nonprofits, community groups, and activities for the good of the Kennebec Valley Community especially those groups and activities that work with youth from the Kennebec Valley.

Tax exempt status. (1) It is intended that the Corporation shall have and continue to have the status of a corporation which is exempt from Federal income tax under Section 501 (c)(3) of the Internal Revenue Code of 1986, as amended, or successor provisions of Federal tax law (the "Internal Revenue Code"), contributions to which are deductible under Section 170 (c)(2) of the Internal Revenue Code and, consequently which is other than a private foundation as defined in Section 509 of the Internal Revenue Code. The Articles of Incorporation and these by-laws shall be construed accordingly and all powers and activities shall be limited accordingly.

Political Activity. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, nor shall the Corporation in any manner or to any extent participate or intervene in any political campaign on behalf of any candidate for public office, nor shall the Corporation engage in any activities that are unlawful under applicable federal, state or local laws. In no event shall the political activities of the Corporation exceed that permitted by Section 501(h) of the Internal Revenue Code.

Prohibition of Inurement of Assets and Income to Private Persons. All of the assets and income of the Corporation shall be used exclusively for its charitable and educational purposes and no part thereof shall inure to the benefit of any private individual; provided, however, that nothing contained herein shall be construed to prevent the payment of the Corporation of reasonable salaries and expenses to Officers and employees of the Corporation. Upon dissolution of the Corporation, and after payment of just debts and liabilities, all remaining assets shall be distributed to an organization enjoying an exempt status under Section 501 (c)(3) of the Internal Revenue Code which supports youth activities in the Kennebec Valley.

ARTICLE III

BOARD OF DIRECTORS

Section 1. Composition. The Board of Directors shall consist of no fewer than five (5) and no more than fifteen (15) individuals as set forth in the Articles of Incorporation. Directors shall be elected on the basis of their ability to contribute to the goals of the corporation in the context of the total community need. The Executive Director shall serve, ex-officio, as a full voting member of the Board of Directors, as long as this remains a volunteer position.

Criteria for selection of board members shall include but not be limited to:

Experience in Scouting.

Demonstrated community service.

Time and willingness to serve as both a board member and a committee member.

Section 2. Appointment - Term. The Board of Directors may set the number of Directors within the limits set forth in the Articles of Incorporation.

As the terms of the initial Board members expire, the Board shall elect the Directors on a staggered basis for a term of three (3) years each, provided, that the initial replacement term may be set at one year, two years, or three years, respectively, so that commencing at the fourth annual meeting approximately one-third (1/3) of the terms of the Directors will expire annually. The term of office of each Director elected by the Board shall begin immediately following the annual meeting of the Board of Directors.

Any member of the Board may be removed from office, with or without cause, at any meeting of the Board by an affirmative vote of seventy-five percent (75%) of the total membership, provided that notice of such intended action shall have been mailed by the Secretary to each member of the Board at least ten (10) days in advance of the meeting.

Section 3. Vacancies. Vacancies on the Board of Directors created in any manner may be filled at any regular or special meeting of the Board of Directors, and any director so elected shall serve until the next annual meeting.

Section 4. Power and Responsibility. The administrative powers of the Corporation shall be vested in the Board of Directors, which shall have charge, control and management of the property, affairs and funds of the Corporation; the Board shall have full authority over all officers or agents elected or appointed by them, and may prescribe their duties and fix their compensation.

The Board of Directors shall have responsibility for:

Establishing and implementing specific objectives and policies in conformity with the powers and purposes of the Corporation.

The operation and maintenance of the Corporation.

Setting the policy for actual use of the facilities as recommended by the Executive Director.

The appointment and removal of the Executive Director.

The selection of the external auditor for the annual audit report.

Reviewing the bylaws periodically at least every two years and recommending proposed revisions as appropriate.

To attain such objectives, the Board of Directors shall exercise in the name of and in behalf of the Corporation all of the rights and privileges legally exercisable by the Corporation as a corporate entity or as otherwise may be provided by law, or by these bylaws.

Section 5. General Director Responsibilities and Attendance. All Board members are expected to fulfill the responsibilities of Directors including but not limited to attendance at Board meetings and meetings of committees and subcommittees to which they have been assigned. Failure of an individual to participate or otherwise fulfill Director responsibilities shall be cause for a review of his/her membership by the Executive Committee. Eligibility for continued Board membership shall be contingent upon no more than twenty percent (20%) unexcused absences from Board and Committee meetings. An excused absence is defined as having contacted the President, Executive Director, or Secretary prior to a scheduled meeting to inform them that attendance is not possible.

The Board of directors may grant a leave of absence to any Board member for just cause including illness, work commitments, or personal reasons. Leaves of absence may be granted up to six (6) months in duration.

Section 6. Disclosure of Conflicts of Interest. All new members of the Board of Directors, prior to their election, shall execute in writing a conflict of interest statement and disclosure for dissemination to the full Board. Such disclosures shall be repeated on the occasion of any transaction, direct or indirect, with the Corporation and no less often than annually. Whenever a Director has a financial, personal, or adverse interest in a matter before the Board, such director shall have an affirmative duty to disclose such interest and abstain from voting on such matter.

ARTICLE IV

MEETINGS OF THE BOARD OF DIRECTORS

Section 1. Annual Meeting. The Annual Meeting of the Board of directors shall be held during the month of June of each year.

Section 2. Regular Meeting. Regular meetings of the Board of Directors shall be held at least four (4) times per year or at such times as the Board of Directors may designate after reasonable notice. When necessary, directors may participate by telephone or video.

Section 3. Special Meetings. Special meetings of the Board of directors shall be held at such times and at such places as may be specified on the call of the President or the written request of at least three (3) of the Directors.

Section 4. Notice. Unless otherwise waived, not less than three (3) days written notice of the time place and purpose of any special meeting shall be given to each Director.

Section 5. Quorum. The presence of fifty percent (50%) of the total membership of the Board of Directors shall constitute a quorum for the transaction of business. Except in cases where it is by statute or by the by-laws otherwise provided, the vote of the majority of such quorum at a duly constituted meeting shall be sufficient to elect and to pass any measure. In the absence of a quorum, the Directors present by a majority vote and without notice other than by announcement, may adjourn the meeting from time to time until a quorum shall attend. At any 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.

Section 6. Procedure. An agenda will be prepared for all meetings of the Board of Directors and Board Committees. The meetings will be conducted by the President or the Vice President in the absence of the President. Written minutes or reports which reflect business conducted for all Board of Director and Board Committee meetings will be recorded and distributed for review and approval at the following meeting and will be distributed and reported to the full Board of Directors.

ARTICLE V

OFFICERS AND APPOINTEES OF THE BOARD

Section 1. Officers. The officers of the Corporation shall consist of a President, Vice President, Secretary, and Treasurer. Each officer shall be elected annually at the annual meeting of the Board of Directors to serve for the ensuing year during which the election takes place and until a successor is elected and qualified. The foregoing officers shall be elected from the Board of Directors with the exception of the Treasurer and the Secretary who may be non-directors. Vacancies in any office occurring during the year may be filled by the Board; the persons so selected shall serve the unexpired term of such vacant office.

Section 2. President and Vice President. The President shall preside at all meetings of the Board of Directors and shall be an ex-officio member of all committees. In the absence of the President, the Vice-President shall preside at meetings of the Board. If the President and the Vice President are both absent, the Board shall elect a temporary chair.

Section 3. Secretary. The Secretary shall keep a faithful record of all meetings of the Board of Directors and perform the usual duties of this office. The Secretary shall attend to the giving and serving of all notices of the Corporation required by law or by these by-laws but may delegate the same to the administrative staff.

Section 4. Treasurer. The Treasurer shall be responsible for all funds of the Corporation and shall disburse the same under the general direction of the Board of Directors. He/she shall render to the Board of Directors and the President whenever required an account of the financial condition of the corporation, and he/she shall be responsible for insuring that proper controls (in accordance with the applicable provisions of law and regulations) are established over all assets and funds. The term for a treasurer shall be five (5) years.

Section 5. Other Officers. The Board of Directors may elect such other officers as it may from time to time deem desirable, including but without limiting the generality thereof, Assistant Secretaries and Assistant Treasurers, who need not be members of the Board. In the event such offices are created, and officers are elected thereto, they shall have such duties and responsibilities as the Board may from time to time prescribe or as are normally attendant upon said offices.

Section 6. Removal of Officers. Any officer of the Board of Directors may be removed at any time by a majority vote of the total membership of the Board of Directors. The officer so removed shall be entitled, within ten (10) days of such action, upon written request filed with the Secretary of the Board, to a written statement of reasons for removal as an officer of the Corporation within ten (10) days of the receipt of the written request.

ARTICLE VI

COMMITTEES OF THE BOARD OF DIRECTORS

Section 1. Standing Committees.

Executive Committee. The Executive Committee shall consist of the President, the Vice President, the Treasurer, the Secretary, and the Executive Director of the Corporation.

The Executive Committee shall exercise all powers of the Board of Directors during intervals between meetings of the Board, subject to any prior limitations imposed by the Board of Directors.

The Executive Committee shall serve as a nominating committee for the Board in the nomination of Officers and shall make recommendations to the Board for persons to serve as Directors of the Corporation.

Fundraising Committee. The Fundraising Committee shall consist of at least three (3) members appointed by the Board of Directors. At least one member of the Fundraising Committee must also be a member of the Board of Directors. The Fundraising Committee shall develop and implement ways to provide a source of capital for the Corporation to use for upcoming events and projects.

Programming Committee. The Programming Committee shall consist of at least three (3) members appointed by the Board of Directors. At least one member shall also be a member of the Board of Directors. The Programming Committee shall plan and schedule events or projects for the Corporation.

Section 2. Special Committees. Special Committees may be appointed by the President to address such special tasks as circumstances warrant. Such special committees shall limit their activities to the accomplishment of the task for which created and appointed and shall have no power to act except such as is specifically conferred by action of the Board of Directors. Upon completion of the task for which appointed, such special committees shall stand discharged.

Section 3. Committee Reporting. All committees shall report in writing their action, findings, or recommendations directly to the President for consideration, who shall thereafter present the same to the full Board.

ARTICLE VII

INDEMNIFICATION

Section 1. Right to Indemnification. Any person made or threatened to be made a party to any action or proceeding, whether civil or criminal, by reason of the fact that he/she is or was a Director, Officer, employee or agent of the Corporation, or serves or served for any other Corporation or other entity or organization in any capacity at the request of the Corporation while he/she was a Director, officer, employee, or agent of the Corporation shall be and hereby is indemnified by the Corporation.

Section 2. Scope of Indemnification. Said indemnification shall be against all judgments, fines, amounts paid in settlements and reasonable expenses, including attorney's fees actually and necessarily incurred as a result of any such action or proceeding, or any appeal therein, to the fullest extent permitted and in the manner prescribed by the laws of the State of Maine as they may be amended from time to time including, but not limited to, Title 13-B M.R.S.A. §714 which is incorporated herein by reference, or such other law or laws as may be applicable to the extent such other law or laws are not consistent with the law of Maine.

Section 3. Contract Right to Indemnification. The foregoing provisions of this Article shall be deemed to be a contract between the Corporation and each Director, officer, employee or agent of the Corporation serving in such a capacity at any time while the Article is in effect. Any repeal or modification of this Article or any applicable provision of the laws of Maine shall not affect any rights or obligations then existing as it relates to any part upon any such state of facts. However, the right of indemnification provided in this Article shall not be deemed exclusive of any other rights to which any Director, officer, employee or agent of the Corporation, may now be, or hereafter become, entitled apart from this Article.

Section 4. Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him/her and incurred by him/her in any such capacity, or arising out of his/her status as such, whether or not the Corporation would have the power to indemnify him/her against such liability under the provisions of the by-laws.

ARTICLE VIII

ADMINISTRATION

Section 1. Executive Director. The Board of Directors shall select an Executive Director who shall be the chief executive officer of the Corporation and the Board's direct executive representative in the management of the Corporation. The Executive director shall be selected on the basis of a demonstrated, comprehensive managerial competence. The Executive Director shall be given the necessary authority and be held responsible for the management of the Corporation in all its activities and departments, subject only to such policies as may be adopted, and such orders as may be issued, by the Board of Directors or any of its committees to which it has delegated power for such action. He/she shall act as the "duly authorized representative" of the governing board in all matters in which the governing board has not formally designated some other person that specific purpose. The Executive Director may be employed or may serve on a volunteer basis.

Section 2. Except as otherwise provided in these by-laws, the Executive Director shall have the following authority and duties:

To be responsible for the carrying out of all policies established by the Board of Directors.

To attend meetings of the Board of Directors and its committees.

To supervise all business affairs and to ensure that all funds are collected and expended in an effective an efficient manner.

To submit regularly to the Board of Directors or its authorized committees periodic reports showing the programs and financial activities of the Corporation, and to prepare and submit such reports as may be required by the Board of Directors.

To assist in the preparation of an annual budget showing the expected receipts and expenditures.

To assist the Board of Directors in its planning and development of programs and to prepare a plan for the achievement of the Corporation's specific objectives and long-range plan and periodically review and evaluate that plan.

To develop and submit to the Board of Directors for approval a plan of organization of the personnel and others concerned with the operation of the Corporation.

To oversee the selection, employment, control, and discharge of all employees. To develop and to maintain personnel policies and practices for the corporation subject to ratification by the Board of Directors.

To represent the Corporation in local, regional, state, and national organizations and their activities.

To develop and direct planned programs of community relations to gain acceptance and support of the Corporation by the areas it serves.

To maintain adequate insurance program to conserve the assets of the Corporation.

ARTICLE IX

FISCAL YEAR

The fiscal year of the Corporation shall end on June 30.

ARTICLE X

AMENDMENTS

These by-laws may be amended at any meeting of the Board of Directors by a sixty-five percent (65%) vote of the total membership of the Board of Directors provided notice of all such proposed amendments be given in or with the notice of said meeting.

ARTICLE XI

INTERPRETATION

In the present bylaws and in all other bylaws hereinafter adopted, the context shall prevail over the gender and number.

ARTICLE XII

DISSOLUTION

Upon dissolution of the Corporation, and after payment of just debts and liabilities, the remaining assets shall be distributed to an organization enjoying an exempt status under Section 501 (c)(3) of the Internal Revenue Code which supports youth activities in the Kennebec Valley.