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SEBAGO LAKE ANGLERS’ ASSOCIATION
ARTICLE 1 GENERAL
Section 1.1 Name. The name of the Corporation shall be Sebago Lake Anglers’ Association, Inc.
Section 1.2. Non-Profit Status. The Corporation is organized and shall be operated as a non-profit educational organization under section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Revenue law) to insure the effective execution of the Mission and Purposes of the Corporation.
Section 1.3 Powers. This Corporation shall have all such powers as are authorized to non-profit corporations by the Maine Nonprofit Corporations Act, as amended from time to time.
Section 1.4. Location of Corporation. The Corporation shall have its principal place of business in Naples, Maine.
Section 1.5. Seal. The Corporation may adopt a circular seal with the Corporation’s name, the year of its organization and the word “Maine” The Corporation’s name, the year of its organization and the word ”Maine” inscribed on it by act of the Board of Directors in accordance with these bylaws. A corporate seal may be adopted at any time by act of the Board of Directors in accordance with these bylaws.
Section 1.6. Registered Office. The registered office of the Corporation is as designated in the Articles of Incorporation, as amended from time to time by the Board of Directors or by the Registered Agent.
Section 1.7. Registered Agent. The Registered Agent of the Corporation is the person designated in the Articles of Incorporation, as amended from time to time by the Board of Directors.
ARTICLE ll – MISSION
Our mission is to bring together for the mutual enjoyment and benefit those who embrace the ideals of sport fishing to promote and enhance salmon, lake trout and other species fished in the Sebago Lake Region watershed, to uphold the statutes of Maine as related to water quality, boating and fishing in the Sebago Lake Region, and to help mold and foster public sentiment to these ends.
ARTICLE lll – PURPOSES
The purposes of the Sebago Lake Anglers Association shall be:
Section 3.1 to bring together for mutual enjoyment those interested in sport fishing in the Sebago Lake Region watershed and;
Section 3.2 to share the knowledge and talents of the membership so that all may be enriched through this sharing and through educational programs thus creating and nurturing a sport fishing heritage for those who are to follow and;
Section 3.3 to promote, protect and enhance the quality and longevity of the ecosystem of the Sebago Lake Region watershed and;
Section 3.4 to uphold the statutes of the State of Maine as related to water quality, boating safety, and sport fishing in the Sebago Lake Region watershed and;
Section 3.5 to work with regulatory agencies and other organizations in the interest of advancing fishery development, waterway access, equitable water levels, water quality and conservation of the natural resources of the Sebago Lake Region watershed.
ARTICLE lV - MEMBERSHIP
Section 4.1 Classes of Members. The Corporation shall have the following classes of members: l, Adult, ll, Junior, lll, Honorary.
l. Adult membership in this Association shall be granted to any person of good character interested in the mission of the Association who is (16) years of age or older and is current in his or her dues. All adult members in good standing have the right to make motions and cast one vote at any meeting or by written proxy prior to that meeting and participate by nominating candidates to the Maine Youth Lifetime Fishing License Lottery Program.
ll. Junior membership in the Association shall be granted to any person of good character interested in the mission and the purpose of this
Association who is under the age of sixteen (16) and is current in his or her dues. Junior members do not have the right to make motions or to vote.
lll Honorary membership. Shall be those individuals selected by the Board of Directors that have shown as a result of their efforts to support the Mission Statement of the Association. Honorary members do not have the right to make motions or to vote.onoraH
Section 4.4 General. The members of the Corporation shall form a membership body that supports the Corporation structure as a non-profit community based entity. In addition to the other powers of the active members listed section 4.5 herein, the officers to include President, Vice President, Secretary and Treasurer who have the responsibility to appoint members to the Board of Directors which board has the ultimate responsibility for governing the Corporation. The criteria and qualifications for appointment to the Board of Directors and the rights and responsibilities of the members, may be changed from time to time by an amendment to the
Articles of Incorporation (to the extent required by law) and by these bylaws.
Section 4.5. Powers. The active members shall have those rights set forth in the Articles of Incorporation and as stated in these bylaws. Such rights are as follows:
A.The establishment of the size of the Board of Directors within the limits described in Section 6.2 hereof;
B.The removal of members from the Board of Directors;
C.The amendment, restatement or modification of the Articles of Incorporation or of the bylaws of this Corporation;
D.The approval of sale, lease, or other disposition (excluding by mortgage or pledge for purposes of security) of all, or substantially all of the assets and property of the Corporation;
E.The dissolution of the Corporation or its merger with or consolidation with another corporation.
F.Any matter which a majority of the Board of Directors voting on the matter votes to submit to the members;
G.The right of review, at any general meeting, in any action of the Board of Directors. Any member may bring to the floor for consideration any action of the Board of Directors that he or she questions and the members present may debate and vote to rescind any Board action. All action of the Board of Directors shall continue in full force and effect until amended or repealed by an active membership vote. Any such review must take place within thirty (30) days of the publication of the questioned board action in the minutes.
Section 4,6, Term of Membership: Dues. Each member shall continue as a member until such time as he or she resigns or is removed. Each member shall pay annually to the Treasurer of the Corporation the dues prescribed in Article Xl. The Board of Directors shall set the amount of the dues upon no less than 30 days advance notice to members of any meeting at which any change is voted upon. A majority vote of the members present shall be required to change the amount of the dues.
Section 4.7. Resignation. Any member may resign at any time by giving written notice of such resignation to the Secretary of the Corporation. Such resignation shall be effective at the time specified in such resignation notice, or, if no time is specified, upon receipt by the Secretary. In addition, any member who fails to pay his or her annual dues by the second Tuesday of August in the year such dues are payable shall be deemed to have resigned as of that date.
Article V - Meetings
Section 5.1. Regular Meetings. There shall be a regular monthly meeting held at such time as recommended by the Board of Directors and approved by the Membership. Meetings may be cancelled or rescheduled for a reasonable cause at the discretion of the President with timely notice given to the membership.
Section 5.2. Annual Meeting. An annual meeting of the members shall be held in October of each year unless otherwise specified. In the event of a failure for any reason to hold an annual meeting, any business that may properly be transacted at an annual meeting, including the election of officers may be transacted at a special meeting.
Section 5.3. Special Meetings. Special meetings may be called by the President, or three (3) of the Board of Directors, or by written petition of five (5) percent or more of the active membership upon twenty-four (24) hours notice when business is urgent, otherwise five (5) days notice must be given.
Section 5.4. Rules of Order. Meetings shall be governed by “Robert’s Rules of Order Revised” Except in such instances as are specifically provided in these by-laws or in the order of business, which may be adopted from time to time.
Section 5.5. Presiding Officer. The President is the Presiding Officer of any meeting: The Vice President presides in the absence of the President: The Treasurer presides in the absence of the former two (2) the Secretary
presides in the absence of the former three (3) but only until a Chairman Pro-Tem can be elected.
Section 5.6. Notice of Meetings. Notice of all meetings of members shall be given by the President, by mailing or emailing to each member a notice specifying the time and place of the meeting, such notice to be addressed to his or her last know address and sent at least five (5) but not more than fifty (50) days before the meeting. In the event notice has not been duly given as previously described, a meeting of the members shall be a LEGAL MEETING if there is a quorum present.
Section 5.7. Quorum. Ten (10) of the active members including Directors, present shall constitute a quorum at any meeting of the members. If a quorum is not present at any meeting, a majority of the members present may adjourn the meeting to a later time without notice other than announcement at the meeting, until a quorum shall be present. At such adjourned meeting at which a quorum shall be present, any business shall be transacted which might have been transacted at the meeting as originally notified.
Section 5.8. Voting. Each adult active member is entitled to one (1) vote on any matter properly submitted to the membership for his or her vote. Voting shall be in person by show of hands or by written proxy.
Section 5.9. Manner of Acting. The act of a majority of the members present in person or by proxy at a meeting at which a quorum is or has been present shall be the valid act of the members, unless law, the Articles of Incorporation, or these bylaws require a greater proportion.
ARTICLE Vl – BOARD OF DIRECTORS
SECTION 6.1. DIRECTORS. Board of Directors of the Corporation shall be:
E.And up to five (5) other members selected from the membership at large
Section 6.2. Number of Directors: Eligibility. The number of Directors shall not be less than (3) nor more than five (5) and shall be fixed within the forgoing limits by the members at their annual meeting or any meeting held in lieu thereof. Any adult active member who supports the purposes of this corporation and who is willing to undertake the duties of a Director and abide by these by laws is eligible to become a Director. There shall always be
an odd number of Directors to avoid tie votes, with the President carrying the swing vote.
Section 6.3. Director’s Election; Term of Office. Each Director shall serve for the term of office specified in the vote by which each Director was appointed until his or her successor is duly elected or appointed, unless he or she resigns or is removed. All Directors must be adult active members of the association in good standing at the time of their appointment and for the duration of their term. A term of office shall not exceed three (3) years, renewable annually.
Section 6.4. Nomination of Officers. Any active member may make a recommendation to the nominating committee no less than thirty (30) days prior to the annual meeting with respect to an individual or individuals to be considered for a position as an officer. The nomination committee shall develop a slate of nominees consisting of the names of at least one (1) candidate for each vacancy.
Section 6.5. Management by Board. The affairs of the Corporation shall be managed by its Board of Directors, which may exercise all powers of the corporation and to all lawful acts and things necessary or appropriate to carry out the purposes of the Corporation, specifically including the adoption, amendment and repeal of policies necessary and prudent for the safe, efficient and appropriate use of the Corporation’s facilities and assets.
As set forth in section 4.5. article H, the decisions of the Board of Directors may be subject to review, amendment, repeal or ratification by the members at any regular meeting if a motion to reconsider is made by any adult active member in good standing. No contract for service to be performed or goods to be delivered, nor any contract make in the Corporation’s name, shall be entered into without the prior approval the Board of Directors.
Any action not taken in the course of the Corporation’s regularly conducted business and which requires an expenditure in excess of one thousand dollars ($1000.00) shall be submitted to the members for approval by a majority affirmative vote, except that the Board of Directors shall have the power to authorize an expenditure of no more than three thousand dollars ($3000.00) on an emergency basis, as may be necessary to preserve life and property.
Section 6.6. Vacancies. Any interim vacancy occurring on the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors. A person appointed to fill an interim vacancy, which occurs other than by reason, or an increase in the number of Directors shall serve until the end of the fiscal year.
Section 6.7 Removals of Directors or Officers. Any Director or officer may be removed from office at any time, with or without cause, by a two-thirds vote of the board.
Section 6.8. Resignation. Any Director or Officer may resign at any time by giving written notice to the President of the Corporation. Such resignation shall take effect on the date of receipt or any later time specified therein. Any Director who fails to attend five (5) regularly scheduled Board Meetings during any fiscal year shall be deemed to have resigned from the Board, unless such Director has provided the President with prior notice of his or her inability to attend the meetings, or unless the Board waives this requirement with respect to said director. The President shall provide written notice to the Board and to the Secretary stating that such Director has been deemed to have resigned from the Board in accordance with this Section. Failure to attend a special meeting of the Board shall not be considered in determining this attendance requirement.
ARTICLE Vll – MEETINGS OF THE BOARD OF DIRECTORS
Section 7.1. Annual Meeting. The Board of Directors shall meet monthly for the transaction of such business as may come before the meeting.
Section 7.2. Regular Meetings. Regular meetings of the Board of Directors shall be held quarterly or more frequently as called by the President except in the month of November. The President via email shall publish the time and place of each meeting.
Section 7.3. Special Meetings. Special meetings of the Corporation Board of Directors may be called by the President of the Corporation on his or her own motion or upon written request of two (2) of the Directors and held not less than three (3) nor more than thirty (30) days after such notice is given to each Director, either personally or by mail, email or telephone.
Section 7.4. Telephonic Meetings. The Directors may hold a meeting by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such
participation in a meeting using such software as “Go to Meeting”, shall constitute presence of the Directors at such meeting. Notice of such meeting shall give each Director the telephone number at which, or other manner in which he or she will be called or can call in at the appointed time.
Section 7.6. Manner of Acting. Except as specified by law or these bylaws, the Board of Directors shall act by a majority vote of the Directors present in person or by proxy vote at any duly called and held meeting of the Board of Directors at which a quorum is present. Each Director shall have one (1) vote.
Section 7.7. Quorum. A majority of the Directors shall constitute a quorum for the transaction of business. If a quorum shall not be present at any meeting of the Directors, the Directors present thereafter may adjourn the meeting until a quorum shall be present. At such a future meeting at which a quorum shall be present, any business shall be transacted which might have been transacted at the meeting as originally notified.
Section 7.8. Conduct of Meeting. The President of this Corporation, or in his or her absence, the Vice President or, in his or her absence, the Treasurer or, in his or her absence, the Secretary or, in his or her absence, any Director chosen by the Directors present, shall call meetings of the Board of Directors to order and shall act as the presiding officer for the meeting.
Section 7.9. Record of Meetings. The Secretary, or if he or she does not participate in the meeting, one of the Directors designated by the President, shall keep a record of the meeting in sufficient detail as to permit the reconstruction of any decisions reached.
Section 7.10. Action by Unanimous Consent. Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all Directors, and filed with the minutes of the meetings of the Board of Directors.
Section 7.11. Informal Action by Directors. Action of the Directors may be taken in accordance with the provisions of Section 708 of the Maine Nonprofit Corporations Act, Title 13-B M.R.S.A. Action taken by agreement of a majority of Directors shall be deemed action by the Board of Directors if all Directors know of the action taken and no Director makes prompt objection to such action. Objection by a Director shall be effective if written to any specific action so taken is filed with the Secretary of the Corporation within seven (7) days of such specific action.
ARTICLE Vlll – OFFICERS AND AGENTS
Section 8.1. Officers. The elected officers of the Corporation shall be:
Section 8.2. Qualification. Officers must be adult active members of the Association in good standing at the time of their nomination and for the duration of their term in office. A term of office shall be two (2) years.
Section 8.3. Election of Officers. The adult active members shall choose every other year the Officers of the Corporation in the same manner set forth in Section 6.3 of the Bylaws. A person may not simultaneously hold more than one (1) office.
Section 8.4. Other Officers and Agents. The Board of Directors may appoint such other Officers and Agents, as it shall deem necessary. Such Officers and Agents shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.
Section 8.5. Term of Officers. A term of office shall be two (2) years and shall coincide with the fiscal year. The officers of the Corporation shall hold office until their successor shall have been qualified and elected. Any Officer may be removed with or without cause at any time by an affirmative vote of a majority of the Board of directors. Any interim vacancy occurring in any office of the Corporation shall be filled by vote of the Directors.
Section 8.6. President of the Corporation. The President of the Corporation shall, when present, chair all meetings of the Board of Directors. He or she shall inform himself or herself concerning all affairs of the Corporation and see that the duties of the officers and employees of the Corporation are properly discharged; that the bylaws of the Corporation are observed; and that all statements and returns required by law are make; and he or she shall assume such share in the management of the Corporation’s business as the Directors may determine. The President of the Corporation shall appoint such committees, as he or she deems necessary, subject to approval of the Directors. The President shall perform all duties incident to the office of the President. The president shall be considered a member of all committees.
Section 8.7 Vice President. The Vice President shall perform such duties as are assigned to them by the President or the Board. In the absence of the President, the Vice President shall perform the duties of that office.
Section 8.8. Treasurer. The Treasurer shall have charge and custody of and be responsible for all corporate funds and securities; keep full and accurate accounts of receipts and disbursements and books belonging to the Corporation; and deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He or she shall disburse the funds of the Corporation as may be ordered by the President and the Board of Directors at its meetings or when the Directors shall require an account of all his or her transactions as Treasurer of the Corporation. The Treasurer shall in general perform the entire duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her. The Treasurer shall keep an up to date record of memberships noting dues status of each member.The Treasurer shall annually file a non profit Corporate report to the State of Maine via the law office of Bourque & Clegg LLC no later than June 1 of each year.
Section 8.9. Secretary. The Secretary shall attend all meetings of the Corporation and record all proceedings for that purpose. He or she may give, or cause to be given, notice of all meetings and shall perform such other duties as may be prescribed by the Board of Directors or by the President.
The Secretary may certify all votes, resolutions and actions of the Corporation. The Secretary shall in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her.
ARTICLE lX -COMMITTEES
Section 9.1. Nominating Committee. The Nomination Committee shall consist of no less than three (3) adult active members selected by the Board of Directors and may include no more than two (2) directors. The Committee shall prepare a slate of officers and directors, which may be amended at any time, and shall provide notice of their preliminary recommendations to the members no less than sixty (60) days prior to the Annual meeting, to allow for membership input prior to the Committee’s final recommendations for a vote at the annual meeting, all in accordance with provisions of Section 6.4.
Section 9.2. Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate and appoint from among the active members one (1) or more committees for such terms and purposes as the Board of Directors deems appropriate. Each such committee shall only have such powers as specifically delegated to the committee by said resolution and members of such committees shall be removed with or without cause whenever it is determined by the Board of Directors to be in the best interest of the Corporation.
Section 9.3. Terms of Committee Members. Unless another or different term is specified at the time of election or appointment to a committee, the
election or appointment to any committee of the Board shall continue to the end of the fiscal year.
ARTICLE X – FINANCES
Section 10.1. Ownership of Funds. All income derived in any way including from the use of the property of the Corporation shall be funds of the Corporation. All funds shall be maintained in local bank accounts and the Corporation Treasurer and the President shall have signing authority over all such accounts.
Section 10.2. Checks. The Treasurer shall sign all checks or demands for money and notes of the Corporation and such other officers or persons as the Board of Directors may from time to time designate.
Section 10.3. Fiscal Year. The financial unit of time, the fiscal year, extends from January to December 31, both inclusive, unless determined otherwise by the Board of Directors.
Section 10.4. Dues. All membership categories shall pay annual dues as set by the Board of Directors and approved by the membership at the annual meeting. To maintain good standing within the Association, dues must be paid in full by 1 July, unless the Board of Directors has approved other arrangements.
Section 10.5. New Member Dues. Any person becoming a new member on or after May of any year and who has paid membership dues in full shall not be required to pay the annual dues for the year following his or her becoming a new member.
Section 10.6. Delinquency in Dues. Members whose dues are unpaid three (3) months after the first of July shall be deemed delinquent. The delinquent member loses all rights, privileges and benefits of membership until such member’s dues are current.
Section 10.7. Assessments. Assessments may be made upon members of the Association by the Board of Directors, but only after the approval of two-thirds (2/3) of those adult active members present at a regular or special meeting of the active membership, thirty days previous notice of the proposed assessment having been given in writing or published in the Association Newsletter/website and mailed to the last known address of all active members in good standing. Assessments are due when the bill is rendered by the Treasurer and failure or delay in payment shall be treated as delinquency in dues.
Section 10.8. Dues Change. Dues shall be adjusted upon recommendation of the Board of Directors of the Corporation. This recommendation must be approved by the adult active membership after appropriate notice to the membership fifteen (15) days preceding a regular, special or annual meeting.
ARTICLE X1 COMPENSATION
Section 11.1. Compensation. Members, Officers, and Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors, expenses related to the business of the Corporation, if any, may be allowed. Nothing herein shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore.
Section 11.2. Prohibition of the Inurement of Assets and Income to Private Persons. All the assets and income of the corporation shall be used exclusively for its stated purpose 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 by the Corporation of compensation in a reasonable amount to its members, directors or officers for services rendered and expenses to officers and employees of the Corporation.
ARTICLE Xll – LIABILITY – INDEMNIFICATION
Section 12.1 Directors and Agents. The individual property of the Directors, Officers, Employees or Agents of the Corporation shall not be held liable for the debts of the Corporation.
Section 12.2. Indemnification. The Corporation shall indemnify without formal action of the Board of Directors, a person who is or was a Director, officer, Employee or Agent of the Corporation, or who is or was serving in another capacity at the request of the Corporation, to the fullest extent authorized by law, including, without limitation, liability for expenses incurred in defending against pending, commenced or threatened actions. The foregoing right of indemnification shall, in the case of death or incapacity of any Director, Officer or other person described in the Section 12.2 inure to the benefit of his or her heirs, estate, executors, administrators, conservators or other legal representatives.
Section 12.3. Insurance. The Corporation may, at the discretion of the Board of Directors, purchase and maintain insurance on behalf of the persons described in section 12.2, against any liability asserted against such person in any capacity, or
arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person under the laws of the State of Maine.
ARTICLE Xlll – CONFLICTS OF INTEREST
Section 13.1. Statement of Potential Conflicts. Prior to taking his or her position on the Board of Directors, and annually thereafter, each Director shall submit in writing to the President of the Board of Directors a list of businesses and other organizations of which he or she is an officer, director, trustee, member, owner (either as sole proprietor or a partner), a shareholder (other than a shareholder of a publicly- traded company wherein the shareholding is less than 5%), employee or agent with which the Corporation has, or might be expected to have a relationship
or a transaction in which the Director might have a conflicting interest. Each written statement will be resubmitted with any necessary changes annually. The President and the Board of Directors shall become familiar with the statements of
all Directors in order to guide the conduct of the Board of Directors should such a conflict arise.
Section13.2. Conduct of Meetings of the Board of Directors When a Conflict Exists. At such time as any matter comes before the Board of Directors which involves or may involve a conflict of interest, the affected Director shall make know the potential conflict, whether disclosed by his or her written statement or not. Such Director shall answer any questions that might be asked of him or her and shall disclose all material facts. At the request of the President, such Director shall withdraw from the meeting for so long as the matter shall continue under discussion.
Section 13.3. Effect of Conflict. No transaction in which a Director or an officer has personal or adverse interest shall be void or voidable solely for the reason of such conflict or solely because of the Director with the conflict is present at or participates in the meeting of the Board of Directors which approves the transaction, or because his or her voted is counted, if the material facts as to his or her interest and as to the transaction or relationship are disclosed or are known to the Board of Directors prior to such approval. An interested Director may be counted in determining the presence of a quorum at the meeting of the Board of Directors, which authorizes, approves or ratifies a transaction or relationship described in Article Xl.
ARTICLE XlV – MISCELLANEOUS
Section 14.1 Amendments. These Bylaws may be amended or repealed, or new Bylaws may be adopted by a two-thirds (2/3) affirmative vote of the Members present and voting at any General, Special or Annual Meeting, provided that the Secretary shall provide notice of any proposed amendment, repeal or adoption of bylaws to all Members no less than fifteen (15) days prior to any meeting at which such proposed amendment, repeal or adoption of bylaws is to be voted upon.
Section 14.2. Notice. Whenever under the provisions of law Articles of Incorporation or these Bylaws notice is required to be given to any Director or
Member, such notice must be given in writing by personal delivery, by mail, e-mail \or by telephone, addressed to such Director or member at his or her postal or e-mail address as it appears on the records of the Corporation or at his or her telephone number as it appears on the records of the Corporation. Notice by mail shall be deemed to be given at the time it is deposited in the United States Mail. The period of advance notice shall be such as to reasonably permit the individual to take action on the notice, and fourteen (14) days notice shall be presumed reasonable under all circumstance.
Section 14.3. Dissolution. Upon the dissolution of the Corporation, the Board of Director shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purpose of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational or scientific purposes, as shall at the time qualify as an exempt
organization or organizations under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine.
ATTESTED TO BY:
PRESIDENT-- ROBERT R. CHAPIN ______________________________________
VICE PRESIDENT-- ZACHARY WOZICH _________________________________
TREASURER—DONALD E. ALLAIN ________________________________________