CAMP WELLVILLE INC. BY-LAWS

ARTICLE I

NAME, PRINCIPAL OFFICE AND SEAL

(a)            The name of the corporation shall be CAMP WELLVILLE, INC.

(b)            The principal office of the corporation shall be at the Rollstone Congregational Church, Fitchburg, Massachusetts.

(c)             The corporation shall have a seal bearing the words, 'CAMP WELLVILLE INC., FITCHBURG, MASSACHUSETTS, CHARITABLE CORPORATION 1958', so engraved on its face that it can be embossed on paper by pressure.

ARTICLE II

PURPOSES

The purposes of the corporation shall be set forth in its Agreement of Association and its Articles of Organization. These purposes are:

1.     To band together individuals for worship, study, work and recreation in the service of God and the extension of His Kingdom.

2.     To encourage purity of life, development of high character and fellowship.

3.     To develop individual, family, group and community growth of the spirit, mind and body.

4.     To provide education, training in the arts and crafts, and opportunities for the development of creative skills.

5.     To conduct, operate and maintain one or more resident or day camps, so-called in so far as permitted under Chapter 180.

6.     To do any and every additional benevolent, charitable and philanthropic act deemed to be in furtherance of the purposes expressed in the preceding paragraphs.

7.     To acquire by purchase, gift, grant, devise, bequest or otherwise, real and personal property for carrying out any or all of the foregoing purposes and for the prosecution and furtherance of said work, as well as for the endowment thereof by gifts, contributions, devises and bequests; and the same to hold, use, sell, convey, assign, and convert into other forms of real and personal property, with absolute power of disposition and control for the purposes aforesaid.

8.     Notwithstanding any other provision of these articles, the corporation is organized exclusively for one or more of the following purposes: religious, charitable, scientific, testing for public safety, literary, or educational purposes, or to foster national or international sports competition (but only if no part of its activities involve the providing of facilities or equipment) or for the prevention of cruelty to children or animals as specified in Section 501(c)(3) of the Internal Revenue Code of 1954, and shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954.

9.     No part of the net earnings of the corporation shall inure to the benefit of any member, trustee, director, officer of the corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for. the corporation), and no member, trustee, or officer shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the corporation.

10.  No substantial part of the activities of the corporation shall be carrying on propaganda, or otherwise attempting, to influence legislation (except as otherwise provided by the Internal Revenue Code Section 501(h), or participating in or intervening in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office.

11.  Upon the dissolution of this organization, assets shall be distributed to Rollstone Congregational Church, Fitchburg, Massachusetts, or its successor, whether immediate or more remote, and if neither Rollstone Congregational Church nor any such successor is in existence, shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or corresponding section of any future Federal tax code, or shall be distributed to the Federal Government, or to a state or local government, for a public purpose.

ARTICLE III

CAPITAL STOCK

There shall be no stock in this corporation nor shall any of its property or funds ever be used or expended except in the furtherance of benevolent, charitable, educational, religious and philanthropic purposes as set forth in the Agreement of Association and the Articles of Organization.

ARTICLE IV

MEMBERS

The membership of the corporation shall be of two classes, Active, and Associate.

(a)   Active Members - Any member of Rollstone Congregational Church, who is 18 years of age or older, and who subscribes to the purposes of the corporation by signing the corporate register, shall be an Active Member.

(b)   Associate Members - Any member of a religious organization, who is 18 years of age or older, and who makes application to and is elected by the Board of Directors, shall be an Associate Member. The membership of each Associate Member shall terminate at the end of each calendar year, and may be renewed upon application to and election by the Board of Directors.

ARTICLE V

OFFICERS

(a) Officers - The officers of the corporation shall consist of a Chairman, a Vice Chairman, a Treasurer, A Clerk, a Spiritual Advisor, and four (4) additional Directors, together with such other officers with such duties as the Board of Directors from time to time may establish or appoint. No person shall be Elected to any office, except that of Spiritual Advisor, unless he/she is an active or associate member at the time of his/her election. Associate members may be elected as Directors or Clerk, but not as Chairman, Vice Chairman, or Treasurer, and shall be limited to a maximum of three (3) members at any Time. No Person may hold more than one of the aforesaid offices.

(b) Board of Directors - The six (6) Directors, Clerk, Treasurer and the Spiritual Advisor shall constitute The Board of Directors.

(c) Election of 0fficers - The Treasurer, Clerk, Spiritual Advisor, and two Directors shall be elected Annually by a vote of the majority of the Active Members in attendance at the Annual Meeting of the Active Members. The Chairman and the Vice-Chairman shall be elected by and from the Board of Directors at the Annual Meeting of the Board of Directors.

(D) Term of Office - The Chairman, Vice Chairman, Treasurer, Spiritual Advisor and Clerk shall hold office For one year and until his successor is chosen and qualified. Each Director shall hold office for three years and until his successor is chosen and qualified, provided that in the year of incorporation the Directors shall be elected for a term to terminate at the first Annual Meeting of the Active Members, and at the first Annual Meeting of the Active Members, two (2) Directors shall be elected for a term of One (1) year, two (2) Directors shall be elected for a term of two (2) years, and two (2) Directors shall be Elected for a term of three (3) years.

(a)   Ballots - At all elections the Chairman shall appoint a teller who shall count the votes cast for all the officers and report the result.

ARTICLE VI

BOARD OF DIRECTORS

The Board of Directors shall be the legislative body of the corporation in the interim between all regular and special business meetings of the Corporation. Except as limited by law and/or by the provisions of ARTICLE VII hereof, the Board of Directors shall have the full and complete management of all of the affairs of the corporation, including the right, without first obtaining the consent or approval of a majority of the Active Members,

(a)   To supervise the membership rolls, including the election and dismissal of Associate Members, and to determine the status of Active Members,

(b)   To prescribe annual dues and to waive the payment of such dues in any instance in which they deem such action in accord with the purposes of the Corporation,

(c)    To hire, and to fix the compensation of, any and all such agents and employees as the Board of Directors shall determine to be beneficial in carrying out the aims and purposes of the Corporation; and to discharge any or all such agents or employees,

(d)   To establish rules, regulations and committees for the conduct of the affairs of the corporation,

(e)   To appoint Members to serve on the various Committees,

(f)     To determine what funds, if any, must be raised and the methods of raising the same,

(g)   To determine the activities the corporation shall carry on from time to time and to approve expenditures necessitated in carrying on such activities,

(h)   To prepare the annual budget of the corporation for presentation to the Annual Meeting of the Active Members,

(i)     To repair, replace, alter or rebuild any or all real property and personal property owned by the Corporation,

(j)     To determine in what banks, if any, the funds of the corporation shall be deposited and the method by which they may be withdrawn,

(k)    To purchase or otherwise obtain equipment, fixtures, furnishings and any other personal property deemed necessary or useful in order to carry out the purposes of the Corporation,

(l)     To sell or otherwise dispose of equipment, fixtures, furnishings an any other personal property no longer deemed necessary or useful in carrying out the purposes of the Corporation,

(m)  To create such additional offices as they deem necessary and proper, define the powers or duties of such offices, and appoint, for a period not to exceed one year, an Active Member to perform the duties and exercise the powers for each such office created,

(n)   To appoint any Active Member to perform the powers and duties of any office during the temporary disability of the officer holding such office, whether such disability is caused by sickness or any other cause,

(o)   To appoint any Active Member to perform the powers and duties of any office which becomes vacant, for the balance of the term of the officer who previously held the office, whether such vacancy is caused by death, removal, resignation or any other cause,

(p)   To appoint any Associate Member to perform the powers and duties held by an Associate Director during the temporary disability of the Associate Director holding such office, whether such disability is caused by sickness or any other cause.

(q)    

(r)     To do any and every other thing the Board of Directors shall deem necessary or desirable in carrying out the purposes of the corporation as set forth in the Agreement of Association and the Articles of Organization.

ARTICLE VII

POWERS OF ACTIVE MEMBERS

Active Members shall alone have the right to vote on the election of the Board of Directors, Treasurer, Spiritual Advisor, and Clerk, on all matters upon which the Board of Directors is not given the power to act either by law or the provisions of these by-laws, and upon any proposal to:

(a)   Purchase or accept as a gift, or to sell, mortgage, lease or transfer, any real property;

(b)   Liquidate the corporation's assets; or

(c)    Dissolve the corporation.

All such voting rights shall be exercised at the Annual or a Special Meeting of the Active Members, and no vote on any proposal described in (a), (b), or (c) above, shall be of any force and effect unless:

1.     There is present at such meeting a quorum (as described in ARTICLE X, Section (d) of the Active Members then in good standing;

2.     Written notice of the meeting stating the time and place thereof shall have been mailed to each Active Member then in good standing at least seven (7) days before the meeting;

3.     A statement of the proposal shall have been contained in the written notice of the meeting;

4.     The proposal is adopted by an affirmative vote of two-thirds (2/3rds) of the Active Members in attendance at the meeting.

ARTICLE VIII

STEWARDSHIP

Each Member, Active and Associate shall pay annually such Annual dues as the Board of Directors shall prescribe.

Any Member who shall fail to pay such annual dues within 30 days after request therefore shall be deemed inactive and shall lose all rights and privileges of membership while such arrearage continues; and if such dues remain unpaid for 6 months the membership of such Member shall thereby be terminated.

ARTICLE IX

NOMINATING COMMITTEE

The Nominating Committee of three (3), appointed by the Board of Directors, shall present their slate on the Camp Bulletin Board in the Rollstone Congregational Church and mail it together with the warrant for the Annual Meeting to all qualified Active Members.

ARTICLE X

MEETINGS OF MEMBERS

(a)   Annual Meeting - The Annual Meeting of the Active Members shall be held on the second Thursday of February at the hour and place within the Commonwealth specified in the notice of the meeting.

(b)   Special Meetings - Special Meetings of the Active Members may be called by the Chairman or by a majority of the Directors, and shall be called by the Clerk, or in case of the death, absence, incapacity or refusal of the Clerk, by any other officer, upon written application of twenty-five (25) or more Active Members in good standing, stating the time, place and purpose of the meeting.

(c)    Notice of Meetings - A written notice stating the place, day and hour thereof, of each Annual or Special Meeting of Active Members shall be given by the Clerk at least seven (7) days before the meeting, to each Member, by leaving such notice with him at his residence or usual place of business or by mailing it, postage prepaid, addressed to such Active Member at his address as it appears on the books of the Corporation. Notices of all meetings of Active Members shall state the purposes for which the meetings are called.

(d)   Quorum - One-third (1/3rd) of the Active Members in good standing shall constitute a quorum.

(e)   Order of Business - The order of business at Annual and Special Meetings or adjournments thereof shall be as follows:

1)     Determination of quorum.

2)     Proof of due notice of meeting.

3)     Prayer and Bible reading.

4)     Reading and disposal of minutes of preceding meetings.

5)     Reports of officers and committees.

6)     Election of Directors and other officers, the Chairman first naming a teller (if applicable).

7)     Unfinished business.

8)     New business.

9)     Adjournment.

ARTICLE XI

MEETINGS OF THE BOARD OF DIRECTORS

(a)   Annual Meeting - The Board of Directors shall hold an Annual Meeting immediately following the Annual Meeting of Active Members and at the same place, the principal purpose of which shall be the election of the Chairman and Vice Chairman.

(b)   Special Meetings - The Board of Directors shall hold such other meetings as may be called by the Chairman, or by any three (3) members of the Board, by written demand sent by him or them to the Clerk.

(c)    Notice of Meetings - A written notice stating the place, day and hour thereof, of each Annual or Special Meeting of the Board of Directors shall be given by the Clerk, at least seven (7) days before the meeting, to each Director entitled to vote thereat, or otherwise entitled to such notice, by mailing such notice postage prepaid addressed to such Director at his address as it appears on the records of the Corporation. PROVIDED, that no such notice shall Be required if every Director entitled thereto, by a writing which is filed with the records of the meeting, waives such notice. Notices of all meetings of the Board of Directors shall state the purposes for which the meetings are called.

(d)   Quorum – Five members of the Board of Directors, including at least one of the following: Chairman, Vice Chairman, or Treasurer, shall constitute a quorum at all meetings of Directors.

(e)   Order of Business - The order of business at meetings of the Directors shall be as follows:

1)     Prayer and Bible reading.

2)     Reading and disposal of unapproved minutes.

3)     Reports of officers, committees, etc.

4)     Unfinished business.

5)     New business.

6)     Adjournment.

ARTICLE XII

CHAIRMAN AND VICE CHAIRMAN

The Chairman shall preside at all meetings of the Active Members and of the Board of Directors. Except as otherwise voted by the Board of Directors, he shall have the general care and direction of the activities of the Corporation. He shall present to the Active Members at their Annual Meeting an accurate and complete report of the activities of the corporation for the preceding fiscal year. He shall from time to time report to the Board of Directors all matters within his own information, which may in any way affect the interests of the corporation.

The Vice-Chairman, in the absence of the Chairman, shall exercise all the powers of the Chairman while such absence continues.

ARTICLE XIII

TREASURER

The Treasurer shall be the custodian of the funds of the Corporation and shall receive and deposit the same in the name of the Corporation in such banks or trust companies as the Directors may designate. He shall endorse for collection the notes and checks made payable to the order of the Corporation or to his own order as Treasurer of the Corporation, and accept all proper drafts drawn on the Corporation. He shall pay out by check or otherwise all money required for the legitimate use of the Corporation. He shall keep accurate books of account. He shall present reports as requested to the Board of Directors and an annual report to the Active Members at the Annual Meeting giving the receipts and disbursements of the preceding fiscal year, and the then financial condition of the Corporation. The Treasurer shall obtain a bond at the expense of the Corporation to insure the faithful performance of his duties.

ARTICLE XIV

CLERK

The Clerk shall be a resident of this Commonwealth. He shall be the custodian of the seal of the Corporation. He shall be sworn and shall record all votes of the Corporation in a book to be kept for that purpose, and shall keep the books and other records in a safe, fireproof place. He shall act as Clerk of the Board of Directors. In the absence of the Clerk at a meeting, a Clerk pro-temp may be chosen who shall be duly sworn.

ARTICLE XV

SPIRITUAL ADVISOR

The Spiritual Advisor shall be responsible for all services of worship held during the Camp’s activities. He shall initiate such services or cause programs of worship to be undertaken. He shall counsel in all matters of Christian fellowship, and shall be the arbitrator should any disputes arise. His purpose shall be to promote the Spirit of Christ in all the activities of the Corporation.

ARTICLE XVI

FISCAL YEAR

The fiscal year of this Corporation shall be the calendar year beginning January 1 and ending December 31.

ARTICLE XVII

AMENDMENT AND REPEAL

These By-Laws may be amended, altered, or repealed at any legal meeting of the Active Members by an affirmative vote representing two-thirds (2/3rds) of the Active Members in attendance at the meeting, provided that a quorum (as defined in ARTICLE X, Section (d)) is present, and that written notice of the proposed amendment or repeal is mailed to each Active Member at least seven (7) days before the meeting.