Roque Island Gardner Homestead Corporation

By-Laws

ARTICLE I

1. Name

The name of the corporation shall be as set forth in the Certificate of Organization of this

corporation (hereinafter, the “Homestead”) as shall be filed with the Secretary of State of

the State of Maine as amended from time to time.

2. Purposes

The purposes of the Homestead are preserving and maintaining the Gardner family

homestead on Roque Island, Washington County, Maine, or other buildings thereon and

also such other adjoining islands and lands to be used therewith as the Homestead is able

to maintain, and the rights of descendants and of members of the family therein, for the

benefit of certain issue of George Augustus Gardner. The foregoing purposes of the

Homestead may be changed by amendment to its Certificate of Organization from time to

time in accordance with law, and each such amendment shall automatically amend this

Article I in the same manner.

ARTICLE II
MEMBERS

1. General

The members of the Homestead shall be the descendants by birth or adoption of G.

Peabody Gardner and Olga E. Monks, living from time to time. Membership shall be for

life.

2. Voting

Members who have attained the age of 18 and who have paid or have made arrangements

satisfactory to the Treasurer to pay all dues and assessments shall be voting members.

Voting for Trustees shall take place before the annual meeting. Ballots shall be sent no

less than forty-five (45) days prior to the annual meeting and shall be returned no later

than fifteen (15) days prior to the annual meeting. Ballots may be sent and returned

either electronically or on paper.

3. Membership Meetings

The annual membership meeting shall be held on Roque Island, Jonesport, Maine on the

last Saturday of August at 10:00 AM unless a different time and place is fixed by the

Chairman or Secretary of the Trustees. Special membership meetings may be called by

the Chairman or Secretary or at written request of five (5) or more voting members.

Participation in meetings by telephone conference call or through other electronic, video

or internet-based conferencing systems shall have the same effect as presence in person at

the meeting.

4. Notice of Meetings

Notice of the time, date, and place of all membership meetings stating the purposes of the

meeting shall be given by the Secretary at least ten (10) days before such membership

meeting to each voting member. Notice of membership meetings may be given by email,

first class mail, or by telephone at the Member’s last known addresses or phone number.

5. Quorum

A majority of the voting members, present in person or by written proxy, shall constitute

a quorum; but if a quorum is not present, a lesser number may adjourn the membership

meeting from time to time and such meeting may be held as adjourned without further

notice.

6. Voting and Proxies

Each voting member shall have one (1) vote and may vote in person, electronically or by

proxy received by the Secretary before the membership meeting named therein. Proxies

may be in writing or served electronically on the Secretary. Except as otherwise limited

therein, proxies shall entitle the persons authorized thereby to vote at any adjournment of

such meeting but shall not be valid after final adjournment of such meeting. A proxy in

the name of two (2) or more persons may be exercised by one of them unless at or prior

to exercise of the proxy the Secretary receives a specific written notice objecting thereto

from any one of the persons named in the proxy. A proxy purporting to be executed by

or on behalf of a voting member shall be deemed valid unless challenged at or prior to its

exercise and the burden of proving invalidity shall rest on the challenger.

7. Action at a Meeting

Except for the election of Trustees, which shall be governed by Article III, and except as

provided in Paragraph 2 of Article VIII, any matter before a membership meeting shall be

decided by vote of the majority of the entire number of voting members of the

Homestead.

ARTICLE III
TRUSTEES

1. Powers

The Homestead shall be managed by no fewer than six (6) and no more than ten (10)

Trustees who shall serve a term of three (3) years, hereinafter sometimes referred to as

the “Board of Trustees” or the “Board”. Trustees shall be empowered to do everything

that they in good faith believe to be necessary, proper, advisable or convenient for the

accomplishment of the purposes set forth in Paragraph 2 of Article I (as it may be

amended from time to time), and to do all other things incidental to them, or connected

with them, that are not forbidden by law, the Certificate of Organization, or these By-

Laws.

2. Nomination and Election

One (1) Trustee shall be nominated and elected by vote of those members of the

Corporation who are descendants of G. Peabody Gardner. One (1) Trustee shall be

nominated and elected by vote of those members who are descendants of Olga E. Monks.

Such Trustees are hereinafter sometimes referred to as “Family Trustees.” The remaining

Trustees, hereinafter sometimes referred to as “At Large Trustees,” shall be elected by

the voting members of the Homestead. Both Family Trustees and At Large Trustees shall

have the same powers.

Election of the Board of Trustees shall take place every three (3) years. Any member

may nominate himself or herself or any other person to serve as either Family Trustee or

At Large Trustee, subject to the nominee’s willingness to serve. A person may be

simultaneously nominated to serve as Family Trustee and At Large Trustee. All persons

nominated shall be placed by the Nominating Committee on the ballots for election.

Notice of the nominations so made shall be given by the Secretary to the voting members

at least forty-five (45) days before the annual membership meeting, which notice may be

given with the ballots for voting on Trustees. Members may vote by written ballot or by

proxy in accordance with Paragraph 6 of Article II for the persons listed by the

Nominating Committee or for whomever they prefer.

(a) Election of Family Trustees

At any meeting where a Family Trustee is to be elected, there shall be separate

ballots for each such election. The members entitled to elect a Family Trustee

shall vote separately from the election of any At Large Trustees. A person

simultaneously nominated to serve as both Family Trustee and At Large Trustee

shall be on the ballot for both offices. That candidate who receives the largest

number of votes from members of the appropriate family will be elected Family

Trustee for that family. If a candidate is elected as both Family Trustee and At

Large Trustee, that candidate will serve as Family Trustee and be removed from

the list of At Large Trustee candidates.

(b) Election of At Large Trustees

Each member shall be entitled to cast votes for up to eight (8) candidates for At

Large Trustee. No member may cast more than one (1) vote for any one (1) At

Large Trustee. To be elected, a candidate for At Large Trustee must receive a

majority of the votes cast. If fewer than four (4) candidates receive a majority of

the votes cast, then the four (4) candidates, including ties, who receive the largest

number of votes will be elected.

No Trustee need be a member, except that the Board shall not be comprised of more than

forty-nine percent (49%) of non-member Trustees at any one time.

3. Vacancies

In the event that a Trustee fails for any reason to complete a term, the Trustees may, at

their discretion, appoint a successor Trustee to fill the position until the next election of

Trustees. Whenever there shall be a vacancy in the office of either Family Trustee, such

vacancy shall be filled by the members of the Homestead eligible to vote for such Family

Trustee at the next annual meeting of the members.

4. Tenure

Each Trustee shall serve a term of three (3) years and may serve up to three (3)

consecutive terms. A Trustee who has served three (3) consecutive terms is not again

eligible to serve as Trustee for a minimum of three (3) years after completion of that third

consecutive term.

5. Meetings

An annual meeting of the Trustees shall be held at the same place as the annual

membership meeting, immediately following such membership meeting, unless otherwise

determined by the Trustees. Special meetings of the Trustees may be called by the

Chairman or Secretary. Participation in meetings by telephone conference call or through

other electronic, video or internet-based conferencing systems shall have the same effect

as presence in person at the meeting.

6. Notice of Meetings

Notice of the time, date and place of all meetings of the Trustees shall be given to each

Trustee by the Secretary at least forty-eight (48) hours in advance of the meeting. Notice

of meetings may be given by email, first class mail, or by telephone at the Trustee’s last

known addresses or phone number. Notice need not be given to any Trustee if a written

waiver of notice executed by him or her before or after the meeting is filed with the

records of the meeting, or to any Trustee who attends the meeting without protesting the

lack of notice of a meeting.

7. Quorum

At any meeting of the Trustees, a majority of the Trustees then in office, present in

person shall constitute a quorum. Less than a quorum may adjourn any meeting from

time to time and the meeting may be held as adjourned without further notice.

8. Voting and Proxies

Each Trustee shall have one (1) vote and must vote in person whether attending in person

or by telephone conference call or through other electronic, video or internet-based

conferencing systems.

9. Action at Meeting

At any meeting of the Trustees at which a quorum is present, a majority of the Trustees

present may take any action on behalf of the Trustees.

10. Unanimous Action Without a Meeting

Any action which may be taken at a meeting of the Trustees may be taken without a

meeting if all of the Trustees consent either in writing or by email to the action taken or

to be taken.

11. Committees

(a) Nominating Committee

The Trustees shall appoint a Nominating Committee consisting of two (2) Trustees

and (2) non-Trustees. The Nominating Committee shall be responsible for seeking

out potential Trustees for election at the annual meeting at which Trustees are to

be elected. The Nominating Committee shall be responsible for the administration

of all elections in accord with these By-Laws, but may employ the Secretary or

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another Trustee or other person under the Nominating Committee’s supervision to

determine the eligibility of voting Members, create ballots, proxies, communicate

with the membership and/or perform related tasks.

(b) Other Committees

The Trustees may appoint other committees and delegate thereto some or all their

powers except those which by law, the Certificate of Organization or these By-

Laws may not be delegated. Except as the Trustees may otherwise determine, any

such committee may make rules for the conduct of its business.

(c) Committee Function and Membership

All members of committees shall hold office at the pleasure of the Trustees. Any

committee to which the Trustees delegate any of their powers or duties shall keep

records of its meetings and shall report its actions to the Trustees, who shall have

the power to rescind any action taken, but no such rescission shall have retroactive

effect on any act or omission made in good faith pursuant to such action but prior

to the rescission.

ARTICLE IV
OFFICERS

1. Enumeration

The officers of the Homestead shall consist of a Chairman, a Vice-Chairman, a Treasurer,

a Secretary and such other officers as the Trustees may determine. All shall be elected by

the Trustees and, except as hereafter set forth, their duties fixed by the Trustees.

2. Tenure

The Chairman, Vice-Chairman, Treasurer and Secretary shall hold office for one (1)-year

terms and may be re-elected for any number of terms. Officers shall be elected at the

first meeting of the Trustees following the annual meeting.

3. Chairman

The Chairman shall be the managing Trustee of the Homestead and shall, subject to the

direction of the Trustees, have general supervision and control over the management of

the Homestead. Unless otherwise provided by the Trustees, the Chairman shall preside,

when present, at all membership meetings and all meetings of the Trustees.

4. Vice-Chairman

The Vice-Chairman shall have such powers and shall perform such duties as the

Chairman or the Trustees may from time to time designate.

5. Treasurer

The Treasurer shall, subject to the direction of the Trustees, have general charge of the

financial affairs of the Homestead and shall cause to be kept accurate books of amount.

The Treasurer shall have custody of all funds, securities, and valuable documents of the

Homestead, except as the Trustees may otherwise provide.

6. Secretary

The Secretary shall keep a record of the membership meetings and the meetings of the

Trustees. In case a Secretary is not elected or is absent, a secretary Pro Tem may be

appointed by the Chairman to keep a record of such meetings.

ARTICLE V

CONFLICTS OF INTEREST

For purposes of these By-Laws a potential conflict of interest occurs where:

• a Trustee, officer or member of a committee with Board-delegated powers holds

an executive or fiduciary position or direct or indirect ownership interest in an

entity with business before the Homestead; or

• a Trustee, officer or member of a committee with Board-delegated powers holds a

position in an entity in which such person’s action in one capacity might serve to

benefit such entity to the disadvantage of the Homestead, or compromise such

person’s objectivity in fulfilling the duty of loyalty to the Homestead.

Any person who serves the Homestead as a Trustee, officer or member of a committee

with Board-delegated powers having an executive or fiduciary position or direct or

indirect ownership or financial interest in any entity with which the Homestead has

business (including a transaction or arrangement involving compensation to such person

by the Homestead or such entity) must disclose the existence of such position or interest

together with all related material facts to the Trustees or members of committees with

Board-delegated powers charged with considering such business, transaction or

arrangement. After such disclosure, and after any discussion with such person, the Board

or committee shall discuss the matter, and the disinterested Trustees or committee

members, as the case may be, shall determine whether a potential or actual conflict of

interest exists. Upon such determination, the person with such conflict shall not

participate in the further discussion or any vote relating to the subject of the conflict.

Notwithstanding the existence of a conflict of interest, a transaction or arrangement may

nevertheless be approved by a majority vote of the disinterested Trustees or committee

members, if such Trustees or members believe in good faith that the transaction is fair to

the Homestead at the time entered into and will remain fair to the Homestead at all other

times. Any such approval may be withdrawn by a similar vote of disinterested Trustees or

committee members at any time.

ARTICLE VI
INDEMNIFICATION

1. Indemnification

The Homestead shall have the power to indemnify and, without formal action by its

Board of Trustees, shall indemnify all employees, officers, Trustees, and persons serving

on committees at the request of the Board of Trustees in respect of any and all matters or

actions for which indemnification is permitted by the laws of the State of Maine

including, without limitation, liability for expenses incurred in defending against actions

commenced or threatened.

2. Insurance

In the discretion of the Board of Trustees, the Homestead may purchase and maintain

insurance coverages on terms the Board deems advisable on behalf of the persons

described in Paragraph 1 of this Article, whether or not the Homestead would have the

power to indemnify such person under the laws of the State of Maine.

ARTICLE VII

RESIGNATION, REMOVAL & VACANCIES

1. Resignation

Any Trustee, officer, or person appointed to serve on a committee of the Homestead may

resign as such at any time by giving written notice to the President or the Secretary.

Written resignations shall take effect at the time therein specified, or upon receipt if no

time shall have been specified. Unless otherwise specified, the acceptance of such

resignation shall not be necessary to make it effective.

2. Removal

Any Trustee, officer or committee member of the Homestead may be removed at any

time with or without cause by two-thirds of the body that elected the person as Trustee,

officer or committee member whenever such body believes in good faith that the best

interest of the Homestead shall be served thereby. Such removal shall not affect any

contract rights of the person so removed; provided, however, that the election or

appointment of a person to any position or office within the Homestead shall not, in

itself, create contract rights.

3. Vacancies

In the event of a vacancy among the Trustees or the officers occurring between annual

meetings where elections are held, the Trustees may act to fill any such vacancy until the

next annual meeting at which Trustees are elected in accordance Paragraph 2 of Article

IV. Notwithstanding the foregoing, when the vacancy among the Trustees is a Family

Trustee, that vacancy shall be filled with another member qualified to serve as a Family

Trustee in accordance with Paragraph 3 of Article III. Any person elected by the Trustees

to fill a vacancy shall be so advised and, if such person accepts, shall serve with the same

rights and duties of such person as they are elected to succeed (provided that such term of

replacement shall not be counted toward maximum service on the Board under Paragraph

4 of Article 3).

ARTICLE VIII
MISCELLANEOUS PROVISIONS

1. Visitation Rights

The Trustees may determine from time to time when and under what conditions

(including, without limitation, based on payment of dues, assessments, or other user fees)

members, their guests or other persons may visit the Homestead. Members who have not

paid dues or assessments or who have not made arrangements to pay satisfactory to the

Treasurer will not be permitted to visit the Homestead.

2. Distribution of Assets upon Dissolution or Final Liquidation

A vote to liquidate the Homestead shall require the approval of at least seventy-five

(75%) of the voting members who are descendants of G. Peabody Gardner, and at least

seventy-five percent (75%) of the voting members who are descendants of Olga E.

Monks, voting as two separate classes. Upon the dissolution or final liquidation of the

corporation, all property and assets remaining after debts, liabilities and obligations of the

corporation have been paid or discharged, or adequate provision has been made therefore,

shall be distributed among the members of the corporation in equal shares per capita. No

assets or property shall be distributed to any member other than upon dissolution or final

liquidation of the corporation.

3. Incorporation of Roque Island Burial Ground Association (RIBGA) Upon

Dissolution or Final Liquidation of RIGHC

Upon dissolution or final liquidation as described in Paragraph 2 of this Article, the

Board of Trustees of RIGHC shall take all actions necessary to incorporate the RIBGA

such that it will survive such dissolution and/or final liquidation and continue as a viable

legal entity for the purposes provided in Article II, ¶ 2.2 and Article III, ¶¶ 3.1 and 3.2 of

the By-Laws of RIBGA. The Trustees shall also take all steps necessary to ensure that

members and their families retain access to the Burial Ground despite any successive

changes in ownership of the Island.

4. Amendments

The power to make, amend, or repeal these By-Laws shall require the approval of twothirds

of the voting members, provided that notice of any proposed restatement,

amendment or repeal is included in the notice of the meeting at which such amendment

or repeal is to be voted on, and further provided that any amendment of the foregoing

Paragraph 2 of this Article VIII require the foregoing notice as well as approval of at least

seventy-five percent (75%) of the voting members who are descendants of G. Peabody

Gardner, and at least seventy-five percent (75%) of the voting members who are

descendants of Olga E. Monks, voting as two separate classes.