Bylaws of the Range Ponds Association

ARTICLE I Name, Purposes, and Location

The name of this Corporation shall be the "Range Ponds Association" (hereinafter the "Corporation"). The Corporation's principal place of business shall be Poland, Maine. The Corporation shall carry on business and operate anywhere within the State of Maine or in any state where it has a legal authority to carry on business and operate.

The Corporation is organized exclusively for charitable, educational and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, including the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Code. The nature of the activities to be conducted, or the specific purposes to be promoted or carried out by the Corporation, are as follows:

(1) To preserve, enhance and protect the water quality and natural ecology of the Range Ponds and its watershed; and

(2) To raise funds for said purposes.

No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.

The foregoing enumeration of specific purposes shall not be deemed to be exclusive, and in general the Corporation shall have the power to do all things incidental, necessary or convenient to the carrying out of its general aims and as permitted by the laws of the State of Maine as amended from time to time and Section 501(c)(3) of the Internal Revenue Code, as amended.

ARTICLE II Officers and Directors

Section 1. General Powers. The property, affairs, and activities of the Corporation shall be managed by a Board of Directors, except as specifically provided otherwise in these Bylaws. The Board of Directors shall have and may exercise all the powers allowed to nonprofit corporations under the laws of the State of Maine except as may otherwise be limited by the provisions of these Bylaws and the Articles of Incorporation.

Section 2. Composition. The Board of Directors shall consist of a minimum of three (3) and a maximum of nine (9) members and shall consist of the elected officers and directors. The terms of the Directors shall be staggered to provide for electing one third of the Directors at any annual meeting, as closely as is practicable.

Section 3. Election of Directors and Filling of Vacancies in Offices. The Board of Directors shall be elected by vote of the Members at the Annual Meeting of the Members and each Director shall serve for the term of three years or until his or her successor is elected and qualified.

Section 4. Vacancies. Vacancies in the Board of Directors or in any of the offices which occur between elections shall be filled by a majority vote of the Board for the period remaining until the next Annual Meeting of the Members, at which time an election shall be held by the Members to fill the seat for the period remaining in the term.

Section 5. Resignations. Any Director may resign at any time by giving written notice to the President or to the Secretary. Such resignations shall take effect at the time specified therein, and, unless required by the terms thereof, the acceptance of such resignation shall not be necessary to make it effective.

Section 6. Removal. A Director or Officer may be removed, either with or without cause, at a Special Meeting of Directors called expressly for that purpose, by a two-thirds (2/3) vote of all the Directors. If any or all Directors or Officers are removed at such meeting, new Directors or Officers may be elected by the remaining Directors at the same meeting in accordance with Article II.4 herein above. Each member of the Board of Directors is expected to attend all scheduled meetings (unless granted a leave of absence). Failure to attend meetings may constitute cause for removal.

Section 7. Board of Directors Meetings. The Board of Directors shall meet a minimum of two (2) times per year, including one Annual Meeting of the Directors. Meetings may be held in whole or in part by conference call if all Directors can simultaneously hear one another. Meetings by email or web forum are prohibited, unless the relevant provision of the Maine Nonprofit Corporation Act is amended to allow such meetings. A majority of the Directors shall constitute a quorum for the transaction of business, but the Director or Directors present at any meeting may adjourn such meeting from time to time until such quorum is present. Unless provided otherwise in these Bylaws or by law, a majority of the votes entitled to be cast on a matter to be voted upon by the directors present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption thereof.

Section 8. Special meetings of the Board of Directors. Special meetings of the Board of Directors shall be held at the call of the President or upon the request of at least one-third of the members of the Board. At least two days notice, written or oral, shall be given to each Director of a special meeting and such notice, if written, shall be sent by mail or electronic mail to such address as the Director may designate and shall be recorded by the Secretary.

Section 9. Unanimous Board Action Without a Meeting. Any action which might be taken at a meeting of the Board or of a committee of Directors, may also be taken without a meeting if all of the Directors, or all of the members of the committee, as the case may be, sign written consents setting forth the action taken or to be taken, at any time before or after the intended effective date of such action. Such consents shall be filed with the minutes of Directors' meetings or committee meetings, as the case may be, and shall have the same effect as a unanimous vote. For the purposes of this section, an electronic mail communication shall have the effect of a written consent.

Section 10. Non-Unanimous Board Action Without a Meeting. Action taken by the Board without a meeting by agreement of a majority of Directors shall be deemed action of the Board if all Members know of the action taken and no Member makes prompt objection to such action, or if the Directors take informal action pursuant to a custom of the Corporation known generally to its Members and all Directors know of the action taken, and no Director makes prompt written objection thereto to the Secretary.

Section 11. Officers. The officers of the Corporation shall be a President, a Vice President, a Secretary, and a Treasurer, all of whom shall be elected by the Board of Directors to serve for two-year terms beginning and ending on the date of the Annual Meeting of the Directors.

a) The President shall be the Chief Executive Officer of the Corporation. The President shall preside at all meetings of the Board of Directors and shall exercise general supervision over the management of the property and affairs of the Corporation. The President shall do and perform such other duties from time to time as may be assigned by the Board of Directors.

b) The Vice President shall succeed to the Presidency in case of a vacancy in that office, and shall perform the duties of the President in case of absence or disability. The Vice-President shall undertake responsibilities that the President may assign.

c) The Treasurer shall oversee and account for all moneys, funds and properties of the Corporation. The Treasurer and such other officers as may be authorized by the Board of Directors from time to time shall sign all checks, drafts, notes and orders for the payment of money, and shall oversee the payment of the same under direction of the Board of Directors. The Treasurer shall report on the Corporation's finances at Board meetings.

d) The Secretary shall record the minutes at the Board meetings. In the absence of the Secretary at any meeting of the Board, the records thereof shall be kept by such person as shall be appointed for that purpose at the meeting. The Secretary shall oversee the keeping of the records (including a record of all Members of the Corporation), shall submit the annual report to the State of Maine, and shall perform such other duties as are incident to the office or that of a Secretary or Clerk as required by the laws of Maine.

ARTICLE III Members

Section 1. Membership Class. There shall be one class of Members. Membership shall be recorded on the books of the Corporation.

Section 2. Requirements of Membership. In order to be a Member, the person shall: (a) be at least seventeen (17) years of age, (b) support the purpose and activities of the Corporation; and (c) pay dues as determined by the Directors.

Section 3. Tenure. Each Member shall remain a Member until withdrawal, expulsion, or disqualification of such Member in the manner provided herein.

Section 4. Voting Rights of Members. Each Member in good standing shall have the right to vote for the Directors of the Corporation, to approve certain expenditures in accordance with Article 5.3 of these Bylaws, and on any other matters submitted by the Board of Directors to the Membership. Each Member shall have one vote, provided, however, that no more than two members of each dues-paying household shall have the right to vote. Members may vote by proxy executed in writing by the Member or by his duly authorized attorney-in-fact. Elections of Directors may be conducted in whole or in part by mail.

Section 5. Withdrawal, Expulsion and Expiration of Membership. Any Member may withdraw at any time by delivering notice of withdrawal in writing to the President or the Clerk or to the Corporation at its principal office. Such withdrawal shall be effective upon receipt unless specified to be effective at some other time. A Member may be expelled for cause, after reasonable notice and opportunity to be heard, by a two-thirds (2/3) vote of the Board of Directors. In the event a Member fails to pay required dues within one hundred eighty (180) days of any due date, such person's Membership shall automatically expire.

Section 6. Membership Meetings.

(a) Regular Meetings. Regular meetings of the members may be held at such time and place as the Board of Directors may determine.

(b) Special Meetings. Special Meetings of the Members may be called at any time by the President, by the Board of Directors, or by petition in writing signed by not fewer than twenty percent (20%) of the Members of the Corporation entitled to vote and filed with the Clerk. Fourteen days written notice as to the time, place, and subject matter of the Special Meeting must be given to all voting members. At such Special Meetings no business shall be transacted which is not specified in the notice of the meeting.

(c) Annual Meetings. There shall be an Annual Meeting of the Members, held at a time and place determined by the Directors.

(d) Conference Call Meetings. Regular and Special Meetings of the Members may be held in whole or in part by conference call if all Members can simultaneously hear one another. Meetings by email or web forum are prohibited, unless the relevant provision of the Maine Nonprofit Corporation Act is amended to allow such meetings.

(e) Quorum. At any meeting of the Members, ten Members present in person or by conference call shall constitute a quorum, except when a larger quorum is required by law. Any meeting may be adjourned by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice. When a quorum is present at any meeting, a majority of the votes properly cast by Members shall decide any question.

ARTICLE IV Committees

The Board of Directors may, from time to time and for terms as they may see fit, establish committees necessary for the smooth functioning of the Corporation. The President shall appoint committee members from amongst the supporters of the Corporation and members of the community and shall fill vacancies in committees, and such appointments shall be subject to confirmation by the Board.

ARTICLE V Financial Affairs

Section 1. Fiscal Year. The fiscal year of the Corporation shall commence on the first day of July and end on the thirtieth day of June of the succeeding calendar year.

Section 2. Bank Accounts and Execution of Documents. The funds of the Corporation shall be deposited in one or more banks or other investment institutions as designated by the Board of Directors. All documents to be executed by the Corporation including deeds, mortgages, leases, promissory notes or other instruments, except checks, shall be executed by the President on behalf of the Corporation, or as stated by resolution of the Board of Directors.

Section 3. Expenditures. The Members shall have the right to approve any expenditure greater than one thousand dollars ($1,000). All checks and expenditures issued by the Corporation shall be executed by either the Treasurer or the President, except that any check or expenditure, or a related series of checks or expenditures constituting a single transaction, in an amount greater than one thousand dollars ($1,000) shall be executed by both the President and the Treasurer.

Section 4. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances. In accordance with 13-B M.R.S.A 712, in no event shall a loan be issued to a director or officer of the Corporation.

ARTICLE VI Conflicts of Interest

The directors, officers, and members of the Corporation may be interested directly or indirectly in any contract relating to or incidental to the operations conducted by the Corporation, and may freely make contracts, enter transactions, or otherwise act for and on behalf of the Corporation, notwithstanding that they may also be acting as individuals, or as trustees of trusts, or as agents for other persons or corporations, or may be interested in the same matters as members, directors, or otherwise; provided, however, that

(a) any contract, transaction, or act on behalf of the Corporation in a matter in which the directors or officers are personally interested as shareholders, directors, or otherwise, shall be at arm's length and not volatile of the proscriptions in the Articles of Incorporation against the Corporation's use or application of its funds for private benefit;

(b) no director or officer having an interest in any such contract, transaction or act shall vote on the same; and

(c) no contract, transaction, or act shall be taken on behalf of the Corporation if such contract, transaction, or act is a prohibited transaction or would result in the denial or loss of the Corporation's tax exempt status under applicable sections of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended. In no event, however, shall any person or other entity dealing with the directors or officers be obligated to inquire into the authority of the directors and officers to enter into and consummate any contract, transaction, or action. The provisions of this Article VI of the Bylaws may be further spelled out in a Conflicts of Interest policy enacted by the Board of Directors.

ARTICLE VII Liability Protection and Indemnification

Section 1. Limitation of Liability. The Directors, Officers, Members, employees and agents of the Corporation shall not be liable to the Corporation or to any other Director, Officer, or Member for any mistake of judgment, negligence, or otherwise, except for his or her individual willful misconduct or except if he or she fails to act in good faith with a view to the interests of the Corporation (and, in the case of an Officer, with a view to the interests of the Corporation's Members) and with that degree of diligence, care and skill which an ordinarily prudent person would exercise under similar circumstances in like positions. No Director, Officer, Member, employee or agent shall be liable out of his or her personal assets for any obligation or liability incurred by the Corporation. The Corporation alone shall be liable for the payment or satisfaction of all obligations and liabilities incurred in carrying on the affairs of this Corporation.

Section 2. Indemnification. The Corporation shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an Officer, Director, Member, employee or agent of the Corporation against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity, or who is or was serving in another capacity at the request of the Corporation; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the Corporation or, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of Directors who are not at that time parties to the proceeding. The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled. This Article constitutes a contract between the Corporation and the indemnified Officers, Directors, Member, employees and agents. No amendment or repeal of the provisions of this Article which adversely affects the right of a person indemnified under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.

Section 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 2 against any liability asserted against such person and incurred by such person in any such 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 VIII Prohibition Against Private Inurement and Private Benefit

No part of the net earnings of the Corporation shall inure to the benefit of any Director, Officer or Member of the Corporation, or any private individual, excepting solely such reasonable compensation that the Corporation shall pay for services actually rendered to the corporation, or allowed by the corporation as a reasonable allowance for authorized expenditures incurred on behalf of the Corporation, and no Director, Officer, or Member of the Corporation, or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Corporation (except that a Director, Officer or Member may receive property of the Corporation in exchange for fair market value compensation to the Corporation). These Bylaws shall not prohibit the reimbursement of incidental expenses necessarily incurred in the business of the Corporation by any Director duly authorized and also shall not prohibit the employment of persons, including Directors, Officers, and Members, to perform duties for the Corporation and receive compensation there for, upon proper authorization of the Board of Directors.

ARTICLE IX Dissolution

The Corporation shall exist in perpetuity, but in the event of dissolution of the Corporation or the termination of its activities, the assets of the Corporation remaining after the payment of all its liabilities shall be distributed exclusively to one or more organizations organized and operated exclusively for such purposes as shall then qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended and as a charitable, religious, eleemosynary, benevolent or educational corporation within the meaning of Title 13-B, of the Maine Revised Statutes as amended, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

ARTICLE X Amendments

Amendments to these By-laws may be proposed and discussed at any meeting of the Members of the Corporation and must receive approval of a majority of the Members present and entitled to vote at that meeting. ARTICLE XI Miscellaneous

Section 1. Notices. All notices to the Corporation shall be sent by mail to the Corporation at its offices at P.O. Box __, Poland, Maine. All notices from or to the Corporation shall be deemed to have been given when mailed, except notice of changes of address which shall be deemed to have been given when received.

Section 2. Captions. The captions herein are inserted as a matter of convenience and for reference, and in no way define, limit, or describe the scope of these By-Laws or the intent of any provision thereof.