By-laws of the
Gulf of Maine Ocean Observing System


In November 2009, GoMOOS merged with the Gulf of Maine Research Institute.

BY-LAWS OF THE GULF OF MAINE OCEAN OBSERVING SYSTEM
As amended September 7, 2000, October 3, 2003, May 7, 2004, October 28, 2005, and March 14, 2008

 

ARTICLE I

NAME; LOCATION; PURPOSES; POWERS

Section 1.  Name; Location. 

  1. The name of this corporation is the Gulf of Maine Ocean Observing System (hereinafter referred to as "GoMOOS”). The headquarters office of the Corporation shall be within the State of Maine and may also have offices at such other places as the directors may from time to time determine.
  2. Its registered office shall be at Law Office of Curtis Thaxter, 1 Canal Plaza, 10th floor, Portland in the county of Cumberland and state of Maine.

 

Section 2.  Purposes.  The Gulf of Maine Ocean Observing System is a not-for-profit corporation committed to (i) providing integrated, remotely-sensed and in situ information about the Gulf of Maine and related ecosystems for use in real or near real time by researchers, managers, military experts, industry, educators and others seeking to understand the cold water environment, to manage ocean and littoral resources, and to develop commercial uses of marine resources, data and information; (ii) helping to anchor a national ocean observing system; (iii) developing new sensor technologies; and (iv) stimulating innovation by supporting new and expanded business opportunities in such areas as biotechnology, information technology, and living marine resources.

Section 3.  Non-partisan Activities. GOMOOS shall be non-partisan.  No part of the activities of GOMOOS shall consist of the publication or distribution of materials or statements with the purposes of attempting to influence or intervene in any political campaign on behalf of or in opposition to any candidate for public office.

Section 4.  Powers. GOMOOS shall have and enjoy all powers granted to non-profit corporations by Maine law as the same shall from time to time be amended.

  1. GOMOOS shall not carry on propaganda or otherwise attempt to influence legislation to such extent as would result in the loss of exemption under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. GOMOOS shall not participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.

  2. Notwithstanding the foregoing statement of the specific and primary purpose, GOMOOS shall not engage in any activity which is not permitted to be engaged in:
    1. By a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended;

    2. By a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986, as amended; or
      1. By a public charity described in Section 509(a)(1), (2) or (3) of the Internal Revenue Code of 1986, as amended.

Section 5.  Review.  In the fifth year of the existence of GOMOOS, the Board shall undertake an analysis of the effectiveness of GOMOOS’ prior and future activities.  Based upon that analysis, the Board may choose to undertake dissolution of GOMOOS, as per 13B MRSA Sect. 1101 et seq. (and any successor).  If the Board does not undertake dissolution, GOMOOS shall remain an active corporation under Maine law. 

 

ARTICLE II

DEDICATION OF ASSETS

The properties and assets of GOMOOS are irrevocably dedicated to scientific and educational purposes.  No part of the net earnings, properties, or assets of GOMOOS, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or director of GOMOOS, except that reasonable compensation may be paid for services rendered to or for GOMOOS in carrying out one or more of its purposes.  Upon the dissolution of GOMOOS, any assets remaining thereafter shall be transferred and conveyed by the affirmative vote of a majority of the directors entitled to vote in respect thereof, provided however that such transfer or conveyance shall be made only to organization or organizations which shall be exempt under Section 501(c)(3) of the Internal Revenue Code.

 

ARTICLE III

MEMBERSHIP

Section 1.  Eligibility for and Classes of Membership.  Legal entities (such as corporations, consortia, associations, partnerships, local, state or federal agencies, institutions of higher learning) and individuals, shall be eligible for membership in GOMOOS upon such terms and conditions as may be determined from time to time by the Board of Directors.  Such terms and conditions may include dues that may be assessed by resolution adopted by the Board of Directors based on a sliding scale.  Members may not be classified but shall benefit equally from the activities of GOMOOS regardless of level of dues paid.

 

Section 2.  Annual Meeting.  An Annual Meeting of the Board of Directors shall be held at such time in September of each year as may be fixed by resolution of the Board of Directors for the purpose of electing directors and transacting such other business as may properly come before the meeting.  Directors may not vote by proxy.

Section 4.  Notice.  Notice of the annual or any special meeting shall be given at least ten (10) days prior thereto by email or written notice delivered personally or mailed to each director at such director's address.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage prepaid.

 

ARTICLE IV

THE BOARD OF DIRECTORS

Section 1.  Powers and Duties.  All corporate powers of the Corporation shall be exercised by or under the authority of the Board of Directors.  Without limiting the generality of the foregoing, the Board of Directors shall elect the officers of GOMOOS and shall cause a full report concerning the affairs of GOMOOS to be rendered at the Annual Meeting.


Section 2.  Number and Qualifications of Directors.  The Board of Directors shall consist of no less than nine (9) and no more than twenty-five (25) directors, not including non-voting directors.  The number of directors may be fixed within these limits by resolution of the Board of Directors. Any person who supports the purposes of GOMOOS who is willing to commit the time and energy to implement GOMOOS’ recommendations, and who is willing to undertake the duties of a director and to abide by the By-laws of GOMOOS is eligible to become a director.

Section 3.  Election of Directors and Terms of Office. The Board shall elect directors to succeed those whose terms of office are expiring.  Nominations for director may be submitted by the Board, a director, a member, or a standing nominating committee appointed by the Board. Election of directors shall be held at least once each year, at the Annual Meeting; additional elections may be held as determined necessary by the Board of Directors and may be conducted by mail or email. The Board, in the case of voting by mail, shall supply written ballots to the members, shall tally those ballots and maintain records of elections conducted by mail.  Each nominee will be considered individually for election rather than as part of a slate of nominees. The executive director of GOMOOS may be nominated and elected to the Board by the Board.  The Board of Directors may, by resolution, appoint representatives of Federal and other government agencies, as well as other individuals, as non-voting directors.

Directors shall serve a term of two years, provided, however, that the Board may stagger the expiration dates of the terms of the directors in office as of the date of adoption of these By-laws and directors elected after the date of adoption of these by-laws, so that the terms of approximately one-third of the directors shall expire in any year.  Each term shall begin immediately upon election by the Board.  No director shall serve more than three consecutive full two-year terms as a director unless that director is elected as an officer, in which case the director may serve no more than two additional years as a director.  Notwithstanding the preceding sentence, election to an unexpired term will not count for purposes of term limitation.  Each director shall serve until his or her successor shall take office or until such director's death, written resignation, or removal in the manner hereinafter provided.  Annually, the nominating committee shall evaluate the directors’ effectiveness and address unacceptable participation by any director through recommendation to the Board for removal as per Section 5 of this Article.

GOMOOS is incorporated with a founding Board of Directors who will serve until the first annual meeting, at which time they will be replaced through the election of directors as described in this section.  Founding directors may be elected to serve as ongoing directors; their service as founding directors will not be counted as term for purposes of term limitation.

Section 4.  Resignations  Any director may resign at any time by giving written notice to the president of the Board of Directors.  The resignation shall take effect at the time specified in the notice or, if no time is specified, upon delivery.  Unless otherwise specified in such notice, the acceptance of the resignation shall not be necessary for it to become effective.

Section 5.  Removal from Office. Any director may be removed at a meeting of the Board called expressly for such purpose, provided that a statement of such proposed action is contained in the Notice of Meeting.  A majority of the directors constitute the quorum required for the purpose of this section.  A two-thirds majority of the directors present and voting shall be sufficient to remove any or all directors, with or without cause.

Section 6.  Vacancies  Any vacancies occurring in the Board of Directors may be filled by a majority vote of the directors then in office for the unexpired portion of the two-year term.

Section 7.  Quorum.  A majority of the directors, not including non-voting directors, shall constitute a quorum for the transaction of business at any meeting of the Board.  Directors may not vote by proxy.

Section 8.  Compensation.  Directors and officers, except for the executive director, shall receive no compensation, either directly or indirectly, for performance of their duties as directors or officers, respectively.  Any compensation of the executive director shall be reasonable and consistent with Section 501(c)(3) of the Internal Revenue Code and related regulations.  Directors and officers may receive reimbursement for expenses as may be necessary from time to time.  Directors and officers may be compensated by GOMOOS for professional services provided to GOMOOS in furtherance of its mission, Section 501(c)(3) of the Internal Revenue Code and related regulations.  Such compensation, on either a contract or salary basis, must be approved by the Board pursuant to 13-B MRSA 713, or any successor article, relative to 'Transactions Between a Corporation and its directors and Officers’.

Section 9. Annual and Regular Meetings.  At the Annual Meeting, the Board of Directors shall meet for the purpose of electing officers and transacting such other business as may properly come before the meeting.  Regular meetings of the Board of Directors shall be held at least three times during the fiscal year on such dates, at such times, and at such locations as the president of the Board shall determine.

Section 10.  Special Meetings.  Special meetings of the Board of Directors may be called by or at the request of the president of the Board or any two directors.  The person or persons authorized to call special meeting of the Board of Directors may fix the manner and the place for holding any special meeting of the Board of Directors called by them, provided that at least ten (10) days notice, which must be by writing or email delivered to or left at the office or abode of a director, shall be required for any special meeting.

Section 11.  Notice.  Notice of the annual or any regular or special meeting shall be given at least ten (10) days prior thereto by email or written notice delivered personally or mailed to each director at such director's address.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage prepaid.

Section 12.  Manner of Acting.  Each director, with the exceptions otherwise noted in these by-laws, shall be entitled to one vote upon any matter properly submitted to the Board.  Unless specifically identified below, any act or decision done or made by the directors shall require a majority vote of those present and eligible to vote at a meeting duly held in which a quorum is present in order to be a binding act of the Board of Directors.  Abstentions shall constitute presence of a director in determination of a quorum.

Actions or decisions concerning the matters set forth in Article I Section 1(a) shall require a two-thirds majority vote of the entire Board of Directors at a meeting duly held.   

Section 13.  Action Without a Meeting.  Except as otherwise provided, any action that may be taken by the Board of Directors or the executive committee at a meeting may be taken without a meeting if a consent or consents, in writing and setting forth the action to be taken, shall be signed before or after such action by all of the directors.  Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors.

Section 14.  Telephonic or Similar Communication.  Any director, or any member of a committee of GOMOOS, may participate in a meeting by means of a conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other and such participation in a meeting shall constitute presence in person at such meeting.

 

Section 15.  Executive Committee of the Board.  The executive committee of the Board of Directors shall consist of the president, the vice-president, the secretary and the treasurer serving as ex officio members, and such other members of the Board as may be appointed by the Board.  The president or his/her designee will chair the executive committee.  The president or any two other members of the executive committee may call a meeting of the executive committee.  The president or other persons calling the meeting shall give or cause to be given written notice to each member of the executive committee of the date, time, place, and purpose of the meeting at least two days before the scheduled meeting.  A majority of the members of the executive committee shall constitute a quorum for the transaction of business at any meeting thereof.  The executive committee shall act only in the intervals between meetings of the Board of Directors and shall, except to the extent otherwise provided herein or determined by the Board of Directors, have all the authority of the Board of Directors other than:

  1. amend the articles of incorporation;
  2. adopt a plan of merger or consolidation;
  3. recommend to the members the sale or other disposition of all or substantially all of the property and assets of GOMOOS;
  4. recommend to the members the voluntary dissolution of GOMOOS or revocation of such dissolution;
  5. amend the bylaws of GOMOOS;
  6. fill vacancies as provided in these by-laws;
  7. amend or repeal any resolution of the Board of Directors; and
  8. hire or fire the executive director.  

 

Subject to the aforesaid exceptions, any person dealing with GOMOOS shall be entitled to rely upon any act or authorization of any act by the executive committee to the same extent as an act or authorization of the Board of Directors.  The executive committee may delegate authority to the executive director as needed for the operation of GOMOOS.  The executive committee shall keep full and complete records of all meetings and actions, which shall be reported to and open to inspection by the Board of Directors.  At each meeting of the executive committee all questions and business shall be determined by a majority vote of those present, or without a meeting by unanimous consent in writing.  The designation herein of the executive committee and the delegation thereto of authority shall not operate to relieve the Board of Directors or any member thereon of any responsibility imposed by law.

Section 16.  Responsibilities of the Chief Executive Officer.   The Board of Directors shall appoint an Executive Director who shall be the Chief Executive Officer of the Corporation, responsible for conducting business activities of the Corporation, for implementing the policies and programs of the corporation; for coordinating and communicating with member institutions; for coordinating the scientific aspects of projects and programs; for serving as a liaison with federal agencies and other regional observing systems; to assuring the financial viability of the organization; for employing and supervising staff members and for building public awareness.  By resolution, the Board may authorize the Executive Director to sign on behalf of the Corporation, and in its name, contract for professional services, promissory notes and other evidences of indebtedness, mortgage deeds for property owned by the Corporation, options to purchase real estate and such other instruments and papers as the Board of Directors may deem necessary and appropriate for the operations of the Corporation.

Section 17. Additional Committees.  The Board of Directors may, but is not required to, designate one or more directors and such other persons as they may choose to form one or more additional committees (e.g., finance, technical), which committee(s) shall act to advise and inform the Board of Directors.  Each additional committee shall serve at the pleasure of the Board of Directors and shall have such duties and responsibilities as designated by the Board of Directors in the resolution establishing it, but in no event shall it exercise any authority denied to the executive committee in Section 15 above.  Each committee shall be chaired by a director of GoMOOS.  Meetings of additional committees shall be held at such time and place as shall be fixed by the chair of each respective committee.  A majority of all the members of any committee shall constitute a quorum for the transaction of business, and the vote of a majority of all the members of the committee shall be the act of the committee.  The procedures and manner of acting of the executive committee and of any additional committees shall be subject at all times to the directions of the Board of Directors.

Section 18.  Rules.  Robert's Rules of Order in its most recent edition at the date of its use shall be the parliamentary authority for all matters of procedures not specifically covered by these by-laws or by other specific rules of procedure adopted by the directors of GoMOOS.

 

ARTICLE V

OFFICERS

Section 1.  Officers.  The officers of GoMOOS shall be elected from the Board of Directors and shall be a president, one vice-president, a secretary and a treasurer.  In addition, the Board of Directors may appoint such other officers as the Board may determine, with such duties and responsibilities as determined by the Board.  No officer shall execute, acknowledge, or verify any instrument in more than one capacity if the instrument is required to be executed, acknowledged, or verified by two or more officers.


Section 2.  Election and Term of Office.  The Board of Directors shall elect the initial slate of officers at the first organizational meeting. Thereafter, the officers of GOMOOS shall be elected annually by the Board of Directors immediately following the election of directors at the Annual Meeting.  If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as is practicable.  Each officer shall hold office for one year, renewable for up to five years, or until his or her successor shall take office or until such officer's death, written resignation, or removal in the manner hereinafter provided.

Section 3.  Removal.  Any officer or agent may be removed by two-thirds vote of the full number of directors then serving in office whenever in their judgment the best interests of GOMOOS will be served thereby.  Election or appointment of any officers or agent shall not of itself create contract rights.

Section 4.  Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled at any meeting of the Board of Directors in the manner prescribed in these by-laws for election or appointment to the office.  Such vacancy shall be filled for the unexpired portion of the term.

Section 5.  President and Vice-President.  The president shall be the principal officer of GoMOOS.  The president shall preside at all meetings of the Board of Directors.  The president shall execute, on behalf of GoMOOS, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these by-laws to some other officer or agent of GoMOOS, or shall be required by law to be otherwise signed or executed.

The president shall do and perform all duties incident to the office of president and other duties as may be assigned to the president by these by-laws or by the Board of Directors.  The president shall serve as an ex officio member of all committees.  In the absence of the president, the first vice-president shall perform all duties and responsibilities of the president. 

Section 6.  Secretary.  The secretary shall keep or cause to be kept the minutes of the proceedings of the Board of Directors in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these by-laws or as required by law, be custodian of the corporate records and of the seal of GoMOOS and see that the seal of GoMOOS is affixed to all documents the execution of which on behalf of GoMOOS under its seal is duly authorized or required, keep a record of the mailing address of each director which shall be furnished to the secretary by such director and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the secretary by the president or by the Board of Directors.  In the event the secretary shall be absent from any meeting of the Board of Directors, the Board of Directors in attendance at the meeting shall select a secretary pro tempore.


Section 7.  Treasurer.  The treasurer shall have charge and custody of and be responsible for all funds and securities of GoMOOS, receive and give receipts for money due and payable to GoMOOS from any source whatsoever, and deposit all such monies in the name of GoMOOS in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article VII of these by-laws, and in general perform or cause to be performed all of the duties incident to the office of treasurer, and with the approval of the Board of Directors may delegate any of these duties to the executive director or such other person as the Board may approve.  The treasurer shall keep or cause to be kept, under the treasurer's supervision, accurate financial accounts and shall hold the same open for inspection and examination by the Board of Directors, and shall prepare or cause to be prepared a full report concerning the finances of GoMOOS to be presented annually to the Board of Directors.

Section 8.  Indemnification.  Each director, officer, committee member and employee of GoMOOS shall be indemnified by GoMOOS against expenses, including attorney's fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by such person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of GoMOOS), by reason of the fact that such person is or was a director, officer, committee member or employee of GoMOOS, or is or was serving at the request of GoMOOS as a director, officer, trustee, agent or employee of another corporation, partnership, joint venture, trust or other enterprise, if such person acted in good faith and in a manner reasonably believed to be in the best interests of GoMOOS, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not of itself create a presumption that the person did not act in good faith and in a manner which is reasonably believed to be in the best interests of GOMOOS, and, with respect to any criminal action or proceeding, that such person had reasonable cause to believe that such person's conduct was unlawful.

GoMOOS shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, committee member or employee or is or was serving at the request of GoMOOS as a director, officer, trustee, agent or employee of the another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against and incurred in any such capacity, or arising out of his or her status as such, whether or not GoMOOS has indemnified such person hereunder.

Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by GoMOOS in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the manner provided by the applicable statutes of the State of Maine concerning indemnification by non-profit corporations currently contained in 13-B M.R.S.A. Section 714,(or the corresponding provisions of future Maine law), upon the receipt of an undertaking by or on behalf of the director, officer or employee to repay such amount, unless it shall be ultimately determined that such person is entitled to be indemnified as provided herein.


In the event that such action or proceeding be by or in the right of GoMOOS, GoMOOS shall have the same power to indemnify and insure any such director, officer or employee, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of such duty, unless the court wherein the action or proceeding is tried shall specifically find that despite the adjudication of liability, but in view of all the circumstances of the case, such a person is fairly and reasonably entitled to indemnity.

The indemnification provided by these by-laws shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any statute or regulation of the State of Maine.

As used in this provision, the terms "director", "officer", "committee member", “trustee”, “agent”, "employee" include the respective heirs, executors and administrators of persons holding such offices in GoMOOS.

 

ARTICLE VI

OFFICES AND BOOKS

Section 1.  Registered Office and Registered Agent.  The Board of Directors shall establish a registered office and registered agent for GoMOOS in the State of Maine.  The registered agent shall have a business address identical to the address of registered office.  The registered office of GoMOOS need not be identical with the principal office.  The registered office and registered agent may be changed from time to time by the Board of Directors of GoMOOS in compliance with provisions of applicable law.

Section 2.  Books and Records.  There shall be kept at the principal office of GoMOOS the following:

  1. Correct and complete books and records of account;
  2. Minutes of the proceedings of the Board of Directors and the Executive Committee;
  3. A current list of the directors and officers of GoMOOS and their current addresses;
  4. A copy of these by-laws.

Section 3.  Audit.  The Board of Directors shall cause an audit of the books and records of GoMOOS to be conducted on an annual basis by an independent firm of certified public accountants.

 

ARTICLE VII

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1.  Contracts.  The Board of 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 GoMOOS, and such authority may be general or confined to specific instances.


Section 2.  Loans.  No loans shall be contracted on behalf of GoMOOS and no evidence 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.

Section 3.  Checks, Drafts, or other Similar Orders.  All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of GoMOOS shall be signed by such officer or officers, agent or agents of GoMOOS and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4.  Assignment and Transfer of Stocks, Bonds and Other Securities.  The Board or its designee shall have power to assign, or to endorse for transfer, under the corporate seal, and to deliver, any stock, bonds, subscription rights, or other securities, or any beneficial interest herein, held or owned by GoMOOS.

 

ARTICLE VIII

GENERAL PROVISIONS

Section 1.  Fiscal Year.  The fiscal year of GoMOOS shall end on June 30.

Section 2.  Waiver of Notice.  Whenever any notice is required to be given to any person under the provisions of these by-laws or under the provisions of applicable law, a waiver thereof in writing signed before or after the time therein, shall be deemed equivalent to the giving of such notice.  The attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in any written waiver of notice of such meeting, except as otherwise provided wherein.

Section 3.  Annual Report.  The Board of Directors shall direct the president and the treasurer to present to the Board an annual report certified by an independent public accounting firm selected by the Board and showing in appropriate detail the following:

  1. The assets and liabilities, including the trust funds, of GoMOOS as of the end of the fiscal year immediately preceding the date of the report;
  2. The principal changes in assets and liabilities, including trust funds, during the fiscal year immediately preceding the date of the report;
  3. The revenue or receipts of GoMOOS, both unrestricted and restricted to particular purpose, for the fiscal year immediately preceding the date of the report;
  4. The expense or disbursement of GoMOOS, both for general and restricted purposes, during the fiscal year immediately preceding the date of the report.

This report shall be filed with the minutes of the meetings of the Board of Directors.

Section 4.  Conflict of Interest.  The Board shall adopt a conflict policy by resolution.


Section 5.  Loans to directors and Officers.  No loans shall be made by GoMOOS to its directors or officers, or to any other corporation, firm, association, or other entity in which one or more of its directors or officers are directors or officers or hold a substantial financial interest.

 

ARTICLE IX

AMENDMENTS

These by-laws may be altered, amended, or repealed and new by-laws may be adopted by two-thirds vote of the full number of the directors then serving in office at any meeting of the Board of Directors, provided that the text of any such proposed amendment shall have been forwarded to each director fourteen (14) days prior to the required notice of meeting at which such proposed amendment may be submitted by vote.  The provisions for notice to directors of any proposed amendment may not be waived.  All amendments shall be consistent with the provisions of Title 13B, Chapter 8 of the Revised Statues of Maine and Section 501(c)(3) of the Internal Revenue Code and related regulations.

 

ARTICLE X

DISSOLUTION

Upon dissolution of GoMOOS, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of GoMOOS, dispose of all of the assets of GoMOOS exclusively for the purpose of GoMOOS in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious 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 1986 (or the corresponding provision of any future United States Internal Revenue law), as the Board of Directors shall determine.  Any such assets not so disposed of shall be disposed of by the Superior Court of the county in which the principal office of GOMOOS is then located, exclusively for such purposes, or to such organization or organizations as the court shall determine which are organized and operated exclusively for such purpose.

In the event GoMOOS dissolves and the assets are distributed pursuant to this Article, assets will be distributed with their restrictions, if any.