MAINE STATE TROOPERS FOUNDATION

BY-LAWS OF THE
MAINE STATE TROOPERS FOUNDATION

 

ARTICLE I – NAME, PURPOSES AND LOCATION

The name of this corporation shall be the “Maine State Troopers Foundation”. The purposes shall be as specified in the Articles of Incorporation and shall include, but not be limited to, the provision of support for programs of public safety and prevention or mitigation of crime, recognition of public service, domestic violence, substance abuse, and juvenile delinquency, broad based social services programs, humanitarian, governmental, and educational causes, improving the quality of well-being, education and health of children and their families, the support of victims of violence or economic adversity and the improvement of the ability of Maine state government to provide support to these and other similar efforts.

The principal office of the corporation in the State of Maine shall be located in the City of Augusta, County of Kennebec. The corporation may have such other offices, Either within or without the state of incorporation as the Board of Directors may designate or as the purposes of the corporation may from time to time require.

ARTICLE II – BOARD OF DIRECTORS

1. GENERAL POWERS

The activities of the corporation shall be managed by its Board of Directors. The Directors shall in all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporation, as they may deem proper, not inconsistent with these By-Laws and laws of this State.

2. NUMBER AND QUALIFICATIONS.

The number of Directors of the Corporation shall be seven. One (1) of the Directors shall be the President of the Maine State Troopers Association or his/her designee and one (1) shall be the Treasurer of the Maine State Troopers Association or his/her designee. The remaining Directors shall be residents of the State of Maine who are not active members of the Maine State Troopers Association.

3. TERMS OF OFFICE

Terms of office for the President and Treasurer of the Maine State Troopers Association shall coincide with their term of office in the Association. The terms of office for the remaining five Directors shall commence on the date of their election and continue for three (3) years or until their successor is elected and qualified; however, at the first annual meeting one of the Directors shall be elected to a term of one (1) year and one of the Directors shall be elected to a term of two (2) years. Those Directors serving for a one or two year term shall be designated by the Board of Directors as a whole following the elections.

4. REGULAR MEETINGS

The Board of Directors may make such rules and regulations concerning their meetings and the frequency thereof as they may deem necessary. The annual meeting of the Corporation shall be held each year, at a date, time and place to be designated by the President.

Directors may participate in a meeting of the Board or any committee thereof by means of electronic mail or other similar electronic communications equipment. A motion shall be made, a second shall be made and a discussion held via electronic mail (email).

The Secretary shall keep a written/hard copy of all discussions and vote and record of he next regular meeting. No less than twenty four (24) hours shall be allowed from when the initial motion is made to when the final vote is taken, in order to allow all board members to participate in the discussion

5. SPECIAL MEETINGS

Special meetings of the Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Directors may fix the place for holding any special meeting of the Directors called by them.

6. NOTICE

Notice of any special meeting shall be given at least three (3) days previously thereto by written notice delivered personally, or by telegram, electronic mail or mailed to each Director at his or her last known address. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail, so addressed, with postage thereon prepaid. If notice is sent via electronic mail and is not returned to the Foundation’s Secretary’s electronic server, then such notice shall be deemed to be delivered.

The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

7. QUORUM

At any meeting of the Directors a majority shall constitute a quorum for the transaction of business, but if less than said number is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

8. MANNER OF ACTING

The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Directors.

9. NEWLY CREATED DIRECTORSHIPS AND VACANCIES

Newly created directorships resulting from an increase in the number of Directors and vacancies occurring in the Board may be filled by a vote of a majority of the Directors then in office, although less than a quorum exists. A Director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his or her predecessor.

10. REMOVAL OF DIRECTORS

Directors may be removed by the majority vote of the Board of Directors for cause or without cause including failure to attend board meeting; however, the President and Treasurer of the Maine State Troopers Association may only be removed by the Association which elected them.

11. RESIGNATION

A Director may resign at any time by giving written notice to the Board, the President or the Secretary of the Corporation. Unless otherwise specified in the notice the resignation shall take effect upon receipt thereof by the Board or such office, and the acceptance of the resignation shall not be necessary to make it effective.

12. COMPENSATION

Directors shall be entitled to reasonable compensation and travel reimbursement for their services not to exceed that established by the State of Maine for Board and Commission members unless prohibited by law. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving reasonable compensation therefor.

13. PRESUMPTION OF ASSENT

A Director of the Corporation who is present at a meeting of the Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the secretary of the meeting before he adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

14. EXECUTIVE AND OTHER COMMITTEES

The Board, by resolution, may designate from among its members and executive committee and other committees. Each such committee shall serve at the pleasure of the Board.

ARTICLE III – OFFICERS

1. NUMBER

The officers of the Corporation shall be a President, a Vice- President, a Secretary, and a Treasurer, each of whom shall be elected by the Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Directors. One person may hold both offices of Secretary and Treasurer.

2. ELECTION AND TERM OF OFFICE

The officers of the Corporation to be elected by the Directors shall be elected annually at the annual meeting of the Directors. Each office shall hold office until his or her death or until he or she shall resign or shall have been removed in the manner herein provided.

3. REMOVAL

Any officer or agent elected or appointed by the Directors may be removed by the Directors whenever in their judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

4. VACANCIES

A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Directors for the unexpired portion of the term.

5. PRESIDENT

The President shall be the principal executive officer of the Corporation and subject to the control of the Directors, shall in general supervise and control all of the business and affairs of the Corporation. The President shall, when present, preside at all meetings of the Directors. The President may sign, with the Secretary or any other proper officer of the Corporation thereunto authorized by the Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Directors have authorized to be executive, except in the cases where the signing and execution thereof shall be expressly delegated by the Directors or by these By-Laws to some other office or agent of the Corporation, or shall perform all duties incident to the office of President and such other duties as may be prescribed by the Directors from time to time.

6. VICE-PRESIDENT

In the absence of the President or in the event of his or her death, inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties as from time to time may be assigned by the President or by the Directors.

7. SECRETARY

The Secretary shall take and keep the minutes of the Director’s meetings and perform such other duties as from time to time may be assigned to him or her by the President or by the Directors.

8. TREASURER

If required by the Directors, the Treasurer shall give bond for the faithful discharge of his or her duties in such summand with such surety or sureties as the Directors shall determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation, receive and give receipts for money due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with these By-Laws and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the President or by the Directors.

ARTICLE IV – CONTRACTS, LOANS, CHECK AND DEPOSITS

1. CONTRACTS

The Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

2. LOANS

No loan shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issues in its name unless authorized by a resolution of the Directors. Such authority may be general or confined to specific instances.

3. CHECKS, DRAFTS, ETC.

All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such office or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Directors.

4. DEPOSITS

All funds of the Corporation not otherwise employed shall be deposited from time to time o the credit of the Corporation in such banks, trust companies or other depositaries as the Directors may select.

ARTICLE V – FISCAL YEAR

The fiscal year of the Corporation shall begin on the first day of January in each year.

ARTICLE VI – WAIVER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be given to any Director of the Corporation under the provisions of these By-Laws or under the provisions of the Articles of Incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE VII – AMENDMENTS

These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by a vote of the Board of Directors representing a majority of the Board of Directors entitled to vote, at any annual meeting or at any special meeting when the proposed amendment has been set out in the notice of such meeting.

ARTICLE VIII – INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS

1. GENERAL

Subject to Section 4 below, the Maine State Troopers Foundation (the “corporation”) shall indemnify any person who was or is a party (or is threatening to be made a party) to any threatened, pending or completed actions, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she (i) is or was a director or officer of the Corporation; or (ii) while a director or officer, is or was serving at the request of the Corporation as a director, officer, fiduciary or agent of another domestic or

foreign corporation, limited liability company, employee benefit plan or other enterprise, against expenses, including attorneys fees, judgment, fines and amount paid in settlement to the extent actually and reasonably incurred by that person in connection with such action, suit or proceeding; provided that the person to be indemnified acted in good faith and did not reasonably believe (A) in the case of conduct in the individual’s capacity as a director or officer, that his or her conduct was not in the best interest of the corporation; (B) in all other cases, that his or her conduct was in or not opposed to the best interests of the corporation, and (C) in the case of any criminal action or proceeding, that his or her act was unlawful. The termination of a proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent is not of itself determinative that the director or officer did not meet the relevant standard of conduct described in this section.

2. INDEMNIFICATION PROHIBITED

Unless ordered by a court of competent jurisdiction, the corporation may not indemnify a director (i) in connection with a proceeding by or on behalf of the corporation, except for reasonable expenses incurred in connection with the proceeding, if it is determined that the director or officer has not met the relevant standard of conduct under Section 1; or (ii) in connection with any proceeding with respect to conduct for which the director or officer was adjudged liable on the basis that he or she received a financial benefit to which he or she was not entitled, whether or not involving action in the director’s or officer’s official capacity.

3. MANDATORY INDEMNIFICATION IN CERTAIN CASES

The corporation shall indemnify a director or officer who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director or officer was a party because he or she was a director or officer of the corporation against reasonable expenses, including attorney’s fees, incurred by him or her in connection with the proceeding. The right to indemnification granted by this subsection may be enforced by a separate action, suit or proceeding wherein that director or officer was successful on the merits or otherwise.

4. DETERMINATION IN SPECIFIC CASES

Any indemnification under Section 1 shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is consistent with Maine law. Such determination shall be made as follows:

A. If there are two or more disinterested directors, the corporation’s Board of Directors by a majority vote of all of the disinterested directors, a majority of whom for this purpose constitutes a quorum, or by a majority of the members of a committee of two or more disinterested directors appointed by a majority of all the disinterested directors; or

B. By special legal counsel:

1. Selected in the manner prescribed in Paragraph A; or

2. If there are fewer than two disinterested directors, selected by the Board of Directors in which selection directors who did not qualify as disinterested directors may participate.

5. ADVANCEMENT OF EXPENSES

The corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a director or officer who is a party to a proceeding because the person is a director or officer of the corporation if the director or officer delivers to he corporation:

A. A written affirmation of the director’s or officer’s good faith belief that he or she has met the relevant standard of conduct described in Section 1 above, or that the proceeding involves conduct for which liability has been eliminated under a provision of the corporation’s Article of Incorporation as permitted under Maine law; and

B. A written undertaking by the director or officer to repay any funds advanced if the director or officer is not entitled to mandatory indemnification under Section 3 above and it is ultimately determined that the director or officer has not met the relevant standard of conduct set forth in Section 1.

The undertaking required by Paragraph B shall be an unlimited general obligation of the person seeking the advance, but need not be secured and may be accepted without reference to financial ability to make the repayment.

6. SCOPE AND APPLICATION

It is intended that this Indemnification Policy be construed so as to maximize the indemnification of the persons covered hereby and shall inure to the benefit of the heirs and personal representatives of such persons. The indemnification and entitlement to advances of expenses provided herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under Maine law or pursuant to the provisions of the corporation’s Articles of Incorporation. A right to indemnification required herein may be enforced by a separate action against the corporation, if an order for indemnification has not been entered by a court in any action, suit or proceeding in respect to which indemnification is sought.

7. INSURANCE

The corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer or is or was serving at the request of the corporation as a director, officer, fiduciary or agent or another corporation, limited liability company, employee benefit plan or other enterprise against any liability asserted against that person and incurred by that person in any such capacity, or arising out of that person’s status as such, whether or not the corporation would have the power to indemnify that person against such liability under this section.

8 .EMPLOYEE BENEFIT PLANS

For the purposes of this policy, the corporation shall be deemed to have requested a person to serve an employee benefit plan whenever the performance by him or her of his or her duties to the corporation also imposes duties on, or otherwise involves services by, him or her to the plan or participants or beneficiaries of the plan; excise taxes assessed on a person seeking indemnification with respect to an employee benefit plan pursuant to applicable law shall be deemed “fines” , and action taken or omitted by him or her with respect to an employee benefit plan in the performance of his or her duties for a purposes reasonably believed by him or her to be in the best interests of the participants or beneficiaries of the plan shall be deemed to be for a purpose which is in the best interests of the corporation.

9. AMENDMENT

Any amendment, modification or repeal of his By-Law provision shall not deny, diminish or otherwise limit the rights of any person to indemnification or advance hereunder with respect to any action, suit or proceeding arising out of any conduct, act or omission, occurring or allegedly occurring at any time prior to the date of such amendment, modification or repeal.

ARTICLE IX – CONFLICT OF INTEREST

1. GENERAL

A. Duty to Disclose. When a Director has a conflicting interest (as defined below) with respect to a transaction which the Board of Directors is considering, the Director shall disclose to the Board (i) the existence and nature of the Director’s conflicting interest and (ii) except as set forth in Section 1(B) below, all facts known to the Director respecting the subject matter of the transaction that an ordinary prudent person would reasonably believe to be material to a judgment about whether or not to proceed with the transaction.

B. Duty of Confidentiality. If a Director has a conflicting interest with respect to a transaction, but neither the Director nor a Related Person of the Director (as defined below) is a party to the transaction, and if the Director has a duty under law or professional canon, or a duty of confidentiality to another person, respecting information relating to the transaction such that the Director may not make the disclosure described in Section 1(A)(ii) above, then disclosure is sufficient for purposed of this Section 1 if the Director:

1. Disclosures to the Directors voting on the transaction the existence and nature of the Director’s conflicting interest and informs them of the character and limitations imposed by that duty before their vote on the transaction, and

2. Plays no part, directly or indirectly, in their deliberations or vote.

C. No Conflicting Interest. A transaction effected or proposed to be effected

Company (or any entity for which the Company serves as manager or otherwise controls) with respect to which no Director has a conflicting interest shall not be enjoined, set aside, or give rise to an award of damages or other sanctions because a Director, or any person with whom or which the Director has a persona, economic or association, has an interest in the transaction.

2. QUORUM

A Director with a conflicting interest may be counted in determining the presence of a quorum at a meeting of the Board of Directors which authorizes, approves or ratifies a transaction.

3. CONFLICTING INTEREST

As used in the policy, a “conflicting interest” mean the interest a Director has with respect to a transaction, effected or proposed to be effected by the Company (or any entity for which the Company serves as manager or otherwise controls) if:

A. Whether or not the transaction is brought before the Board of Directors for action, the Director knows at the time of commitment (as defined below) that the Director or a Related Person (i) is a party to the transaction or (ii) has a beneficial financial interest in or so closely linked to the transaction and of such financial significance to the Director of Related Person that the interest would reasonably be expecting to exert and influence on the Director’s judgment if the Director were called upon to vote on the transaction; or

B. The transaction is brought (or is of such character and significance to the Company that if would in the normal course be brought) before the Company’s Board of Directors for action, and the Director knows at the time of commitment that any of the following persons is either a party to the transaction or has a beneficial interest in or so closely linked to the transaction and of such financial significance to the personal that the interest would reasonably be expected to exert and influence on the Director’s judgment if the Director were called upon to vote on the transaction:

1. An entity, other than the Company, of which the Director is a director, general partner, agent, consultant or employee;

2. A person that controls one or more or the entitles specified in subsection (1) or an entity that is controlled by, or under common control with, one or more of the entities specified in subsection (1); or

3. An individual who is general partner, co-principal or employer or the Director

4. RELATED PERSON

Related Person of a Director means;

A. The Director’s spouse (or a parent or sibling of the spouse); the Director’s child, grandchild, sibling or parent (or the spouse of that child, grandchild, sibling or parent); an individual having the same home as the Director; or a trust or estate of which an individual specified in this paragraph is a substantial beneficiary; or

B. A trust, estate, incapacitated person, conservatee or minor for which the Director is a fiduciary.

5. TIME OF COMMITMENT

“Time of commitment” with respect to a transaction mean the time when the transaction is consummated or, if made pursuant to contract, the time when the Company (or any entity for which the Company serves as manager or otherwise controls) becomes contractually obligated so that it is unilateral withdrawal from the transaction would entail significant loss, liability or other damage.

6. CONFLICTING-INTEREST TRANSACTIONS; SAFE HARBORS

A Director’s conflicting interest transaction shall not be enjoined, set aside or give rise to an award of damages or other sanctions because the Director, or any persona with whom or which the Director has a personal, economic or other association, has an interest in the transaction, if;

A. A Director’s actions representing the transaction was at any time taken in compliance with Section 7 below; or

B. The transaction, judged according to the circumstance at the time of the commitment, is established to have been fair to the Company.

7. CONFLICTING-INTEREST TRANSACTIONS; ACTION BY QUALIFIED DIRECTORS.

A. Majority Vote. A Directors’ action with respect to a transaction is effective for purposes of Section 6 (A) above if the transaction received the affirmative vote of a majority (but fewer than 2) of those Qualified Directors on the Company’s Board of Directors who voted on the transaction after disclosure to them (to the extent the information was not known by them) as described in Section 1 above.

B. Quorum. A majority (but fewer than 2) of all the Qualified Directors on the Company’s Board of Directors constitutes a quorum for purposed of action that complies with this section is not affected by the presence or vote of a Director who is not a Qualified Director.

C. Qualified Director. For purposes of this Section, “Qualified Director” means, with respect to a Director’s conflicting interest transaction, any Director who does not have either:

1. A conflicting interest with respect to the transaction; or

2. A familial, financial, professional or employment relationship with a second Director who does have a conflicting interest with respect to the transaction, when that relationship would, in the circumstances, reasonably be expected to exert an influence on the first Director’s judgment when voting on the transaction.