Annual Meeting, August 13th: Details and By-laws

Flathead Lakers office, Salish Building – 110 Main St, Polson, Montana
Thursday, August 13th at 7 pm

Lakers members,

This year is looking quite different in many ways, and this includes our Annual Flathead Lakers Meeting. Usually a time of celebration and connection, next month’s meeting will strictly be a business meeting, due to concerns about the spread of Covid-19, particularly in the Mission and Flathead Valleys. The Flathead Lakers Board and Staff will be gathering, but we encourage our members to stay-at-home and take advantage of the livestream. In order to meet quorum requirements, we will provide members eligible to vote with a proxy form in a future mailing. Members who do choose to attend will be required to wear masks and observe social distancing. No food or drink will be served.

It is essential that we hold a meeting this year to accomplish the following: 1) Approve new by-laws and 2) Vote on new and continuing members for the Board of Directors. More information will be forthcoming to members eligible to vote.

In order to be eligible to vote on our by-laws and board, members must have made a donation between August 13, 2019 and August 13, 2020.

Board candidate bios, a proxy form, and by-laws summary were sent out to eligible members at the end of July. Below are the by-laws in their entirety, as promised in the mailing:

AMENDED AND RESTATED BYLAWS
OF
FLATHEAD LAKERS, INC.

A Montana Nonprofit Corporation
(as Amended and Restated July 22, 2020)

1. NAME AND LOCATION.

a. Name. The name of the corporation is FLATHEAD LAKERS, INC. referred to hereinafter as “Corporation.”

b. Articles. The Corporation’s Articles of Incorporation were filed with the Montana Secretary of State on August 21, 1958, pursuant to the provisions of the Montana Nonprofit Corporation Act.

c. Location. The principal office of the Corporation and such other offices, either within or without the State of Montana shall be located in the Counties of Lake or Flathead, Montana. The Corporation may have such other offices, either within or without the State of Montana, as the Board of Directors may determine or as the affairs of the Corporation may require from time to time

d. Registered Office. The Corporation shall have and continuously maintain a registered office, and a registered agent whose office is identical with such registered office, or as otherwise required by the Montana Nonprofit Corporation Act. The registered office may be, but need not be, identical with the principal office, and the addresses of the registered office may be changed from time to time by the Board of Directors.

2. PURPOSE AND MISSION STATEMENT.

a. Purpose. The purpose of the corporation is for any lawful purpose permitted by the Nonprofit Laws of the State of Montana; and exclusively for charitable, religious, scientific, or educational purposes either directly or by contributions to organizations that qualify as exempt under Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereinafter be amended.

b. Net Earnings. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to any director, officer, or member of the corporation or any private persons (except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the articles of incorporation). No substantial part of the activities of the corporation shall be carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publication of distribution of statements) any political campaign on behalf of, or in opposition to any candidate for public office.

c. Permitted Activities. Notwithstanding any other provision of the articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

d. Dissolution. Upon the dissolution of the corporation, assets shall be distributed to the Nature Conservancy, Helena, Montana for use specifically in the Flathead Lake Watershed. In the event the distribution to the Nature Conservancy is not possible than for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the 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. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as such court shall determine, which are organized and operated exclusively for such purposes.

e. Mission Statement. To protect clean water, healthy ecosystems and lasting quality of life in the Flathead Watershed.

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3. MEMBERS.

In addition to the rights set forth herein, the qualifications and rights of the members shall be as follows: Membership in the Flathead Lakers will be open to anyone who is concerned with protecting and improving the environment of Flathead Lake and the Flathead Watershed.

a. Classes. The Corporation shall have two categories of membership: 1) individual, 2) business

i. Individual Members: Individual Members consist of individuals, couples and families. For purposes of these Bylaws, Individual Members will consist of both Revocable Living Trusts and Irrevocable Trusts, but not Real Estate Investment Trusts or other Business Trusts.

ii. Business Members: Business Members consist of businesses that have not only indicated their desire to become a Member, but have also completed and submitted a business membership form.

b. Voting Members. A Voting Member is either an Individual Member or a Business Member that has completed and submitted an individual or business membership form and has submitted a Minimum Donation as that term is defined below. Each Individual Member or Business Member who qualifies as a Voting Member is entitled to only one vote.

c. Dues. Each Individual Member or Business Member who wishes to become a Voting Member must be current on its annual dues, the minimum annual dues are set each year by the board of directors.

d. The Corporation may issue a certificate, card, or other instrument evidencing membership rights, voting rights, or ownership rights as authorized by the board of directors.

e. Immunity from Liability. The members of the Corporation are not personally liable for a debt, liability, or obligation of the Corporation.

f. Annual Meeting. The Corporation shall hold an annual meeting of the members at a time and place that is set by the board of directors.

g. Failure to Call Annual Meeting.

i. If the board of directors of the Corporation fails to call the annual meeting of members at the designated time, a member of the Corporation may demand that the meeting be held within a reasonable time. The demand must be made in writing and sent to an officer of the Corporation by registered mail.

ii. Failure to hold the annual meeting at the designated time shall not result in the winding up and termination of the Corporation.

h. Special Meetings of Members. A special meeting of the members of the Corporation may be called by:

i. the board of directors;

ii. members having not less than one-tenth of the votes entitled to be cast at the meeting.

i. Notice of Meeting. The Corporation shall provide written notice of the place, date, and time of a meeting of the members of the corporation and, if the meeting is a special meeting, the purpose or purposes for which the meeting is called. The notice shall be delivered to each member entitled to vote at the meeting not later than the 10th day and not earlier than the 60th day before the date of the meeting. Notice may be delivered personally, or sent by regular mail, facsimile or e mail.

j. Action by Written Consent. Any action required to be taken at a meeting of the members may be taken without a meeting if a consent in writing setting forth the action so taken is signed by members holding at least 80% of the voting power. Any such written consent may be executed in any number of counterparts, will have the same effect as a majority vote of the members entitled to vote, and shall be inserted in the minute book as if it were the minutes of a members meeting.

k. Action by Written Ballot. Any action that may be taken at any regular, annual or special meeting of the members may be taken without meeting if the Corporation delivers a written ballot to every member entitled to vote on the matter. The Corporation may deliver a written ballot by electronic communication as long as a member gives consent. Consent by a member to receive notice by electronic communication in a certain manner constitutes consent to receive a ballot by electronic communication in the same manner. A written ballot may not be revoked.

i. A written ballot must:

(1) Set forth each proposed action; and

(2) Provide an opportunity to vote for or against each proposed action

ii. Approval by written ballot is valid only when:

(1) The number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action; and

(2) the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

iii. All solicitation for votes by written ballot must:

(1) Indicate the number of responses needed to meet the quorum requirements;

(2) State the percentage of approvals necessary to approve each matter other than election of directors; and

(3) Specify the time by which a ballot must be received by the Corporation in order to be counted.

l. Preparation and Inspection of List of Voting Members.

i. After setting a record date for the notice of a meeting, the Corporation shall prepare an alphabetical list of the names of all its voting members. The list must identify:

(1) the members who are entitled to notice and the members who are not entitled to notice of the meeting, for these purposes a member is not entitled to notice if they were not a member as of the record date determined above;

(2) the address of each member currently entitled to vote; and

(3) the number of votes each voting member is entitled to cast at the meeting.

ii. Not later than the second business day after the date notice is given of a meeting for which a list was prepared in accordance with Subsection 3.7a, and continuing through the meeting, the list of voting members must be available at the Corporation’s principal office or at a reasonable place in the municipality in which the meeting will be held, as identified in the notice of the meeting, for inspection by members entitled to vote at the meeting for the purpose of communication with other members concerning the meeting.

iii. A voting member or voting member’s agent or attorney is entitled on written demand to inspect and, at the member’s expense, copy the list at a reasonable time during the period the list is available for inspection.

iv. The Corporation shall make the list of voting members available at the meeting. A voting member or voting member’s agent or attorney is entitled to inspect the list at any time during the meeting or an adjournment of the meeting.

m. Quorum of Members.

i. Members of the Corporation holding one-tenth of the votes entitled to be cast, in person or by proxy, constitute a quorum.

ii. Except in matters that by law require the vote of greater than a majority of members, the vote of the majority of the votes entitled to be cast by the members present or represented by proxy at a meeting at which a quorum is present is the act of the members meeting. In matters that by law require the vote of greater than a majority of members, the vote required by law shall prevail.

n. Voting of Members.

i. Each member of the Corporation who is entitled to vote, regardless of class, is entitled to one vote on each matter submitted to a vote of the Corporation’s members entitled to vote.

ii. A member entitled to vote may vote in person or by proxy executed in writing by the member or the member’s attorney in fact.

iii. Unless otherwise provided by the proxy, a proxy is revocable and expires eleven (11) months after the date of its execution. A proxy may not be irrevocable for longer than eleven (11) months.

iv. A member vote on any matter may be conducted by mail, by facsimile transmission, by electronic message, or by any combination of those methods.

o. Election of Directors. A member entitled to vote at an election of directors is entitled to vote, in person or by proxy, for as many persons as there are directors to be elected and for whose election the member has a right to vote.

p. Record Date for Determination of Members.

i. The record date for determining members of a corporation may be set by the Board of Directors.

ii. If a record date is not set by the Board of Directors:

(1) members on the date of the meeting who are otherwise eligible to vote are entitled to vote at the meeting;

(2) members at the close of business on the business day preceding the date notice is given, or if notice is waived, at the close of business on the business day preceding the date of the meeting, are entitled to notice of a meeting of members; and

(3) members at the close of business on the later of the day the board of directors adopts the resolution relating to the action or the 60th day before the date of the action are entitled to exercise any rights regarding any other lawful action.

iii. The Board of Directors of the Corporation may set a new date for determining the right to notice of or to vote at any adjournment. The Board shall set a new date if the meeting is adjourned to a date more than ninety (90) days after the record date for determining members entitled to notice of the original meeting.

4. BOARD OF DIRECTORS.

a. Authority of the Board of Directors. The Board of Directors has the general power to control and manage the affairs, funds, and property of the Corporation; disburse the Corporation’s monies and dispose of its property in fulfillment of its mission; and provided, that the Board of Directors shall not permit any part of the net earnings or capital of the Corporation to inure to the benefit of any private individual. The fiduciary responsibilities of individual Directors are those specified for directors in the Montana Nonprofit Corporation Act, as amended.

b. Number. The number of Directors shall be no less than seven (7) and no more than fifteen (15). The terms are staggered so that as many as five (5) new directors may be elected annually.

c. Election.

i. Individuals who are Voting Members are eligible for election by nomination by any Board member. Election of the directors shall be by majority vote of the members of the Corporation. Voting shall be by secret ballot if requested by any Director. The election of Directors shall occur at the scheduled annual meeting or a special meeting of the members called for such purpose or as otherwise provided in these Bylaws and the Montana Nonprofit Corporation Act, as amended.

ii. The Directors elected at the first and organizational meeting shall serve an initial term until the next annual meeting of the members.

d. Term.

i. Directors shall be elected for a term consisting of Three years, twice renewable, allowing a maximum term of nine years, with exceptions allowed. After a year’s absence from the board, an individual may again be eligible for board service.

ii. For a director who is elected to fill a vacancy pursuant to this Section 4(e), the limitation specified in Section 4(d)(i) does not apply until the incumbent completes the remaining portion of the unexpired term of the vacancy that the incumbent had been elected to fill.

iii. The Board shall set the calendar date for when a director’s term will start and end.

e. Vacancies. Any vacancy which exists on the Board shall be filled by a majority vote of the Board when necessary. A nomination may be made by any Director. A Director elected to fill a vacancy shall serve for the remaining portion of said term.

f. Primary Responsibilities of the Board of Directors. The Board of Directors is vested with a fiduciary responsibility to set policy, fiscal guidance, and ongoing governance of the Corporation, and empower its officers, if any, with the authority to carry out that responsibility.

g. Removal of Directors. A Director of the Board may be removed by a majority vote of the total Board membership whenever in the Board’s judgment the best interests of the Corporation would be served thereby. Removal from the Board automatically revokes any election as an officer of the Board.

h. Conflicts of Interest. It is the responsibility of each Director to make full disclosure to the Board of Directors concerning any actual or potential conflicts of interest in any matter which is the subject of business before the Board. No Director may vote on any matter in which he or she has any actual or potential conflict of interest. Directors shall disclose in writing to the Board of Directors any persons to whom they are closely related or organization with which they are affiliated who or which presently transacts business with the Corporation or might reasonably be expected to do so in the future. Each disclosure shall be updated and resubmitted on a yearly basis. An affiliation with an organization shall be considered to exist when a Director or a member of his or her immediate family, close relative, affectional or life partner is an officer, director, partner, employee or agent of the other organization, or has any substantial interest or dealing with the other organization. Closely related persons shall include, in addition to spouses, children, siblings and blood relatives, affectional relationships between persons of the same or opposite sex.

5. BOARD OF DIRECTORS MEETINGS.

a. Regular Meetings. The regular meetings of the Board shall be as set by a majority of the Board at any place as a majority of the existing Board shall select; provided, however, that should any such meeting day fall on a legal holiday, such meeting date shall occur on the next Saturday following the holiday. The Board of Directors may reschedule regular meetings as deemed necessary by a majority vote.

b. Annual Meeting. The annual meeting day shall be every year as set by a majority of the Board, and shall be held at any suitable place as a majority of the existing Board shall select.

c. Special Meetings. Special meetings of the Board may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings for the board may fix any place, either within or without the State of Montana, as the place for holding any special meeting of the Board.

d. Action by Written Consent. Any action required to be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing setting forth the action so taken is signed by all of the directors then in office. Any such written consent may be executed in any number of counterparts, will have the same effect as a unanimous vote of the Board, and shall be inserted in the minute book as if it were the minutes of a Directors meeting.

e. Waiver of Notice. Notice of any special meeting of the Board shall be given at least three days previous thereto by written notice, delivered personally or sent by mail or electronic transmission to each Director at his or her address shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the U.S. mail in a sealed envelope so addressed, with postage thereon. If notice is given by electronic transmission, such notice shall be deemed to be delivered upon transmission. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, unless a Director attends a meeting for the express purpose of objecting to the transaction of any business. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of such notice of such meeting, unless specifically required by law or by these bylaws.

f. Quorum. One-third (1/3) of the number of directors as set by these By-Laws shall constitute a quorum for the transaction of business at any regular or special meeting of the Board of Directors. If less than a quorum of the directors is present at any such meeting, a majority of those actually present may adjourn the meeting from time to time without further notice.

g. Meetings by Teleconference. Regularly scheduled or specially called meetings of the Board of Directors and any committees or subcommittees of the Board of Directors may be conducted with all or some members of the Board or committee participating by teleconference call on a telephone equipped to provide speaker phone participation or other similar current or future telecommunicating technology such as videoconference by all members of the Board or committee or sub committee of the Board of Directors. Teleconference participation in the business of the Corporation shall not dispense with the normal written transactions of business conducted by such participation, and minutes shall reflect members of the Board or committees participating by teleconference.

h. Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present in person or by teleconference shall be the acts of the Board of Directors, unless the acts of a greater number is required by law or by these bylaws.

i. Voting. At any meeting of the Directors, every Director present shall be entitled to one vote and, except as otherwise provided by law or by these Bylaws, the act of the majority present at any meeting at which a quorum is present shall be the act of the Directors.

j. Non-attendance. Upon three (3) unexcused absences by any one director in one calendar year, the Board of Directors is authorized to remove said director and appoint a replacement director in their place for the unexpired portion of their term.
k. Personal Liability. No Director shall be held personally liable for any debts of the Corporation.

6. COMMITTEES OF THE BOARD.

a. Creation and Authority. The Board of Directors may designate and appoint one or more committees. Each committee is to act in an advisory nature, not having the power to act on behalf of the Board of Directors. Each shall be chaired or co chaired by a Director of the Board and shall consist of at least two or more Directors. The President may appoint volunteers to serve as full voting members of the Board committees. Each committee shall report directly to the Board of Directors. The President shall appoint committee chairs of each Board committee (normally at the annual meeting) and be an ex officio voting member of each said committee. Committees may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present.

b. Terms of Office. Each member of a committee shall continue as such until the next annual meeting of the Board of Directors and until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member shall cease to qualify as a member thereof.

c. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

d. Quorum. Unless otherwise provided in the resolutions of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

e. Rules. Each committee may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the Board of Directors.

7. INDEMNIFICATION.

The Corporation shall indemnify any member of the Board who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, whether by or in the right of the Corporation or any other party, by reason of the fact that he or she is or was a member of the Board or an officer of the Board, or of any committee of the Corporation against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by or imposed on him or her in connection with such action, suit, or proceeding.

8. OFFICERS.

a. Officers. The officers of the Corporation shall be a President, Vice President, Secretary, Treasurer, and such other officers as may be elected in accordance with the provisions of this Article. The Board of Directors may elect or appoint such other officers including one or more assistant secretaries and one or more assistant treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. By resolution of the Board of Directors, the offices of Secretary and Treasurer may be held by one person.

b. Election and Term of Office. Only individuals who are on the Board of Directors may be elected as officers of the Board by the Board at a regular meeting of the Board of Directors. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified.

c. Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

d. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

e. President. The President shall be the principal executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation. The President shall preside at all meetings of the members and of the Board of Directors. The President may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has 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, or by statute, to some other officer or agent of the Corporation; and in general the President shall perform all duties as may be prescribed by the Board of Directors from time to time. The term shall be one year, renewable at the discretion of the Board of Directors.

f. Vice-President. The Vice-President is the President-elect. In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all restrictions upon the President. The Vice-President shall perform such other duties as from time to time may be assigned to the Vice President by the President or by the Board of Directors. The term shall be one year, renewable at the discretion of the Board of Directors.

g. Treasurer. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of the Treasurer’s duties in such sum and with such surety or sureties as the Board of Directors shall determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipt for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Section 10 of these bylaws; and in general perform all duties incident to the office of Treasurer and other such duties as from time to time may be assigned to the Treasurer by the President or the Board of Directors. The term shall be one year, renewable at the discretion of the Board of Directors.

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h. Secretary. The Secretary shall keep the minutes of the meetings of the members and 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 the Corporation and see that the Seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its Seal is duly authorized in accordance with the provisions of these By-Laws; keep a register of the post office address of each member which shall be furnished to the Secretary by such member; 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. The term shall be one year, renewable at the discretion of the Board of Directors.

9. CONTRACTS, DEPOSITS, AND FUNDS.

a. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

b. Funds. Checks, drafts and transfers from the deposit account of the Corporation to cover ongoing expenses of the Corporation shall be authorized by the Board of Directors. Telephone transfers of funds by the Board of Directors from one account to another shall be routinely and contemporaneously recorded on the appropriate form and such record shall include the following information:

i. the account number from which the transfer was made;

ii. the account number into which the transfer was made;

iii. the exact amount of the transfer;

iv. the bank officer/employee making the transfer;

v. the date and time the transfer was made; and

vi. the signature of the person authorized to make such transfer.

The forms recording the information required by Section 10 shall be maintained in chronological order by the Board of Directors and shall be inspected by the Treasurer of the Corporation on a quarterly basis.

c. Deposits. All funds of the Corporation shall be deposited in any number of interest bearing accounts that fall within FDIC protected limits and transferred in accordance with these bylaws and standard operating procedures. All deposits shall be timely made.

d. Gifts. The Board of Directors may accept on behalf of the Corporation, any contributions, gift, bequest, or devise for the general purpose or for any special purpose of the Corporation.

10. ACCOUNTS, MINUTES, ETC.

The Corporation shall keep complete and correct books and records of accounts, and shall also keep minutes of the proceedings of its members, Board of Directors and Committees having any of the authority of the Board of Directors, and a record of the names and addresses of the members entitled to vote at the registered or principal office. All books and records of the Corporation may be inspected by any Director or his or her agent or attorney for any proper purpose at any reasonable time.

11. FISCAL YEAR.

The fiscal year of the Corporation shall be the calendar year.

12. DISCRIMINATION.

The Corporation and its agents shall not discriminate in the securing or offering of services or employment against persons or organizations due to race, creed, national origin, gender, color, religious affiliation, sexual, or affectional orientation, or persons with disabilities.

13. LOANS

The Corporation shall not make any loan of money or property to, or guarantee the obligation of, any Director, Officer, or Employee. Provided, however, that the Corporation may advance money to a Director, Officer, or Employee of the Corporation for expenses reasonably anticipated to be incurred in the performance of their duties so long as such individual would be entitled to be reimbursed for such expense absent that advance.

14. AMENDMENTS TO THE BYLAWS.

These bylaws may be altered, amended, or repealed and new bylaws may be adopted by a majority of the Board present in person or by teleconference at any regular meeting or at any special meeting or by unanimous written consent of the Board , if at least seven days’ written notice is given of intention to alter, amend, or repeal, or to adopt new bylaws at such meetings.

15. DISSOLUTION.

In the event that the Corporation is dissolved or for any reason ceases to operate, the assets of the Corporation, if any, are to be transferred as provided in Section 2(e) of these bylaws.

I, the undersigned, being the Secretary of Flathead Lakers, Inc., hereby certify that the foregoing are the Bylaws of the said Corporation as accepted and approved by a majority of the Corporations members, effective this _____ day of __________, 2020.

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Secretary, Board of Directors