BYLAWS

OF

FIRST LIGHT CAMERA CLUB

a Maine Nonprofit Corporation

.ARTICLE I. GENERAL

1.     Name. The name of the Corporation is First Light Camera Club (“FLCC” or “Corporation”).

2.     Purpose. (Mission Statement) FLCC is a membership-driven organization whose mission is to elevate the art and science of photography for the benefit of its members and the general public through regular meetings, projects, educational programs, public exhibitions, and such other programs and activities that support FLCC’s mission.

ARTICLE II. NONPROFIT PURPOSE

This Corporation is organized as a mutual benefit social club under section 501(c)(7) of the Internal Revenue Code, or the corresponding section of any future federal tax code.  The club’s activities and operations shall at all times agree with IRS 501(c)(7) requirements.

ARTICLE III. MEMBERSHIP

FLCC shall have Members pursuant to 13-B M.R.S.A. §402 as follows.

1.     Membership Classes and Governance Authority.  There shall be a single class of voting members, and each member shall be entitled to an equal vote at the Annual Meeting for the purposes of: (1) electing the Board of Directors; and, (2) appointing the Officers.

a.      The Board may establish subclasses of the voting membership at its discretion (such as lifetime members, honorary members, etc.) with varying privileges and responsibilities (including varying dues or exemption from dues).

b.     The board may establish provisions for classes of non-voting “members” to be referred to as “associate members”, such as junior members under the age of 18, who may enjoy such privileges as the Board may grant but shall not be “members” under the meaning of 13-B M.R.S.A. §402 and shall have no governance authority. 

2.     Membership Eligibility.  Anyone 18 years of age or older with an interest in photography shall be eligible for voting membership. 

3.     Membership Privileges and Responsibilities.  FLCC shall be supported by membership fees, dues, and assessments.

a.      FLCC may receive up to 35 percent of its gross receipts, including investment income, from sources outside of its membership. No more than 15 percent of the amount of outside receipts may be derived from use of the FLCC’s facilities or services by the general public or from other activities not furthering social or recreational purposes for members.

b.     Members shall be entitled such benefits as may be adopted from time to time.

4.     Termination, suspension, and reinstatement.  The Board may suspend, terminate, or reinstate a member’s status by majority vote (or action of the Executive Committee) at any time, and may adopt further policies and procedures.

5.     Meetings for Business and Governance.  The members shall meet at least annually specifically for business and governance purposes. These meetings are called FLCC Membership Business and Governance Meetings.  For these meetings, membership shall be given clear notice of the meeting at least 14 days in advance.  A quorum shall be 20% of the membership.  Meetings may be held remotely by electronic means.   These meetings may be co-scheduled with other FLCC programming.

ARTICLE IV. BOARD OF DIRECTORS

The affairs of the Corporation shall be managed by its Board of Directors (the “Board”), who shall have control of and be responsible for the management of the affairs and property of the Corporation.

1.               Number, Tenure, Requirements, and Qualifications. The number of Directors shall be no less than three (3) nor more than fifteen (15) individuals who shall be members of FLCC.

2.               Term.  Terms of Directors shall be three years but staggered so that at the time of each annual meeting, the terms of approximately one-third (1/3) of all members of the Board of Directors shall expire. Directors may be elected for successive terms.  The initial slate of Directors shall be appointed by the incorporator.  Directors may resign at any time.

3.               Nomination and Election.  The Board of Directors shall maintain a Nomination Committee consisting of FLCC members which shall have the authority to nominate candidates for vacancies on the Board at the annual membership meeting.  Candidates may also be nominated by members from the floor at the annual membership meeting.  Directors may fill vacant Board seats or add additional Directors at any time, and any Directors so appointed shall serve on an interim basis until the next meeting of the membership, at which time their candidacy shall be up for election.

4.               Board Meetings. The Board shall meet regularly, but no less than annually.  Meetings may be conducted in person or remotely by electronic means whereby all persons participating in the meeting can hear each other, and the President shall ensure that Directors have actual and adequate notice of meetings.   The President shall set the agenda in consultation with the officers, and shall create adequate opportunity for other Directors to add agenda items.  Any two Board members can call a special meeting at any time by making a request to the President, who shall give Directors actual notice and provide opportunity for remote participation.  In the event of a dispute, notice via regular mail or email at least 3 business days in advance shall be deemed actual notice.   A majority of current members of the Board of Directors shall be necessary at any meeting to constitute a quorum to transact business, but a lesser number shall have power to adjourn to a specified later date without notice.  The act of a majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.  The Board may act by unanimous written consent, including email or electronic consent, without a meeting.

a.      Executive Session.  At any meeting of the Board of Directors, the President may enter the meeting into Executive Session at which only Directors and, at the discretion of the President, certain individuals shall be present. An Executive Session may be called for discussion of sensitive or confidential issues such as personnel, legal matters, or transaction negotiations.  Results of said Executive Session shall, without violation of confidentiality and as appropriate, be recorded in the general minutes of the meeting. The Secretary or their designee may keep notes of the Executive Session, but such notes shall be separate from the minutes and shall be treated as confidential by the participants in the Executive Session.

5.               Removal.  A Director may be removed with or without cause, at any time, by a majority vote of the Board of Directors, if in their judgment the best interest of the Corporation would be served thereby.   Each Director must receive written notice of the proposed removal at least ten (10) days in advance of the proposed action.

6.               Compensation and Expenses.  The Board shall not be paid a stipend for board service. FLCC may reimburse Directors or members for expenses incurred executing FLCC business. 

ARTICLE V. OFFICERS

The officers of the Board of Directors shall be the President, Vice-President, Secretary and Treasurer. Individual Directors are permitted to hold more than one office concurrently, except the President and Treasurer may not be the same person.  All officer positions shall be held for one-year terms. Officers may be elected to more than one term.

1.               Elections.  All officers must be members in good standing and shall be elected by majority vote of the members at the annual membership meeting.  Vacancies in any officer position shall be filled by the Board on an interim basis until the next FLCC Membership Business and Governance Meeting. 

2.               President.  The President shall preside at all meetings of FLCC, the Board of Directors and the Executive Committee. The President shall be an ex-officio member of all committees. The President shall have the authority to sign checks from FLCC’s treasury in case of the absence or disability of the Treasurer. To be eligible for nomination to the position of President one must have served on the Board of Directors for at least one year within the past seven years.

3.               Vice-President.  The Vice-President shall be vested with all the powers and shall perform all the duties of the President during the absence of the latter, and will assist the President as necessary.

4.               Secretary.  The Secretary shall keep an accurate and detailed true record of all business and Board of Directors meetings of FLCC. The Secretary shall receive and transmit all correspondence as directed by the Board of Directors. The Secretary shall assure that notices of any special meetings are sent as directed by the Board of Directors. This notice shall contain a brief statement of the business to be transacted.

5.               Treasurer.  The Treasurer shall have custody of all financial accounts of FLCC and shall keep an accurate and detailed true record of all FLCC’s financial accounts and transactions. The Treasurer shall have charge of all funds of FLCC, collect membership dues, and make all disbursements. The Treasurer shall have the authority to sign all FLCC checks.  At the second Board of Directors meeting following the close of FLCC’s fiscal year the Treasurer shall present a fiscal year Income/Expense report summarizing all revenue and spending. The report shall be presented showing transaction detail in significant categories such as purchases, workshops, dues income and transfers from any investment accounts that might exist. The treasurer shall maintain a register of members. 

6.               Resignation or Removal of Officer. An Officer may resign at any time by delivering an email or written notice to the Board of Directors. The notice must specify when the resignation is effective.  The Board of Directors with the concurrence of a majority of the members voting at a meeting may remove any officer of the Board of Directors and elect a successor for the unexpired term. No officer of the Board of Directors shall be expelled without an opportunity to be heard. Notice and reason of such motion of expulsion shall be given to the member in writing 14 days prior to the meeting.

7.               Additional Officers.  The Board may create additional officer positions as needed, and it may delegate such responsibilities to the officers as it sees fit.

ARTICLE VI. COMMITTEES

The Board may create standing and ad hoc committees as needed, which shall be comprised of members (who need not be Directors).  The Board President appoints all committee chairs.

1.               Executive Committee.  There shall be an Executive Committee with the power to act for and on behalf of the Board of Directors when the Board is not meeting, except that the Executive Committee shall have no authority to amend the Articles of Incorporation or dissolve the Corporation.  The Executive Committee shall inform the full Board of any actions, which shall be reviewed by the full Board at the next meeting.  The Executive Committee consists of the President, Treasurer and one additional Director, chosen by the Board.  The Executive Committee may act without a formal meeting upon the written consent (including email) of all Executive Committee Members.

ARTICLE VIII. CONFLICT OF INTEREST

The Corporation shall adopt a Conflict of Interest Policy.

ARTICLE IX. INDEMNIFICATION

Section 1. General

The Corporation shall indemnify any Director, officer, employee, or agent, against expenses actually and necessarily incurred by such indemnitee in connection with the defense of any action, suit, or proceeding in which that indemnitee is made a party by reason of being or having been Director, officer, employee, or agent, except in relation to matters as to which that indemnitee shall have been adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The foregoing indemnification shall not be deemed exclusive of any other rights to which an indemnitee may be entitled under any bylaw, agreement, resolution of the Board of Directors, or otherwise.

ARTICLE X. AMENDMENTS

The FLCC membership may amend these Bylaws by majority vote at any FLCC Membership Business and Governance Meeting called by the Directors if written notice setting forth the proposed amendment or summary of the changes to be effected has been given to each member at least 14 days before the aforementioned business meeting.

ARTICLE XI. DISSOLUTION

Upon the dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation then remaining in the hands of the Board of Directors, after all debts have been satisfied, shall be distributed to the Members, or in such other manner as may be decided by the Board of Directors or court order, consistent with 501(c)(7) requirements.  

ADOPTION OF BYLAWS

The foregoing Bylaws were adopted as the Bylaws of this Corporation by the Membership of First Light Camera Club on ____________________________.

______________________________________        _________________

By: _______________, Secretary