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MATTHEWS ATHLETIC & RECREATION ASSOCIATION BY-LAWS

ARTICLE I - NAME

This Association shall be known as the Matthews Athletic & Recreation Association.

ARTICLE II - OBJECTS

(a) To promote and sponsor athletic and recreation activities for the youth of the Community of Matthews, and to provide recreational facilities for the Matthews Community.

(b) To sponsor organized athletics, or any other type of teams deemed advisable by the governors of the corporation.

(c) To make donations for the public welfare, or for religious, charitable, scientific or educational purposes.

(d) To engage in any lawful activities as provided under Chapter 55-A of the General Statutes of North Carolina.

(e) The Association formed for the purpose of creating and maintaining a public park shall have full power and authority to lay out, manage and control a public park under the rules and regulations prescribed by the corporation and shall have full power to purchase and hold property and take gifts or donations for such purpose. All such lands as the corporation may acquire shall be held as a public park and shall be held open to the public under such rules, laws, and regulations as the corporation may adopt through. Its Board of Governors, and it shall have the power and authority to make and adopt all such laws and regulation as it may determine upon for the reasonable management of such public park. (f) The Association' s real property shall be used for recreational facilities and areas for the public and exclusively maintained and used for recreation for the public and the development of young men and women. The Association shall not be operated for profit nor shall any officer, member, or other individual be entitled to receive any pecuniary profit from the operations of the Association or its recreational facilities except reasonable compensation may be paid for services rendered.

ARTICLE III - OFFICES

Section 1. Principle Office. The principle office of the corporation shall be located at Matthews, (P.O. Box 1023), Matthews, North Carolina 28106.

Section 2. Registered Office. The registered office of the corporation, which by law is required to be maintained within the State of North Carolina shall be located at Matthews, (P.O. Box 1023), Matthews, North Carolina 28106, or such other place within the State of North Carolina as may, from time to time, be fixed and determined by the Board of Governors.

ARTICLE IV - MEMBERS

Section 1. Members shall be interested parties who shall have paid such annual membership fees as shall be prescribed by the Board of Governors.

Section 2. No person shall be admitted to membership in the corporation except upon approval by the Board of Governors, or a committee of said Board, of an application for membership duly executed by the person desiring membership in the corporation.

Section 3. Each member of the Association shall be entitled to an annual membership card or certificate of membership, should same be issued, by the Board of Governors.

Section 4. Each member and his or her spouse shall be entitled to vote on each matter submitted to a vote of the members. It being specifically intended that both the husband and wife may vote on one membership.

Section 5. The Board of Governors shall have the exclusive power to expel a member of the corporation if such member shall fail to comply with his financial responsibilities to the corporation or shall willfully violate such rules and regulations as shall be adopted by the Board of Governors for the operation and management of the corporation.

ARTICLE V - MEETING OF MEMBERS

Section 1. The annual meeting of the members of the Association for the election of directors and officers and for transaction of such other business as may properly come before the meeting shall be held on a day in October, November, or December as shall be determined by the Board of Governors.

The Board of Governors of the Association shall be composed of fifteen (15) persons, namely -- the President, the President-elect, the Secretary, the Treasurer, the Past President and ten (1O) directors, and these fifteen (15) persons shall be the only voting members of the Board of Governors.

At such annual meeting of the members, the following shall be elected for the term of years following the title of office:

President one (1) year President-elect one (1) year Secretary one (1) year Treasurer one (1) year. Director two (2) years Director two (2) years Director two (2) years Director two (2) years Director two (2) years Director two (2) years Director two (2) years Director two (2) years Director two (2) years Director one (1) year

It being understood that each year the members shall elect at least two (2) two year directors and shall elect such other directors as is necessary to replace directors who have resigned or for any other reason are no longer serving the Association.

Section 2. Substitute Annual Meeting: If the annual meeting shall not be held on the day designated by these by-laws, a substitute annual meeting may be called in the manner provided for the call of a special meeting in accordance with the provisions of Section 3 of this Article V and a substitute annual meeting so called shall be designated as and shall be treated, for all purposes, as the annual meeting.

Section 3. Special Meeting. Special meetings of the members may be called at any time by the President or any three members of the Board of Governors, or by petition pursuant to the written request of twenty-five members.

Section 4. Place of Meetings. All meetings of members shall be held at such place designed by the Board of Governors or such other persons calling said meeting so long as said meeting is within the Matthews, North Carolina Community area.

Section 5. Notice of Meetings. Written or printed notice stating the time and place of a meeting of members shall be delivered, personally or by mail, by or at the direction of the President, the Secretary or other person authorized to call such meeting, not less than ten or more than fifty days prior to the date of such meeting. If mailed, such notice shall be directed to each member at the address of such member as set forth on the records of the Association. In the case of a special meeting, the notice shall set forth the nature of the business to be transacted.

Section 6. The members present at any meeting of the members shall constitute a quorum of the transactions of business. The vote of a majority of the members present shall be necessary for the adoption of any matter voted upon by the members. No voting by proxy shall be allowed.

ARTICLE VI - DIRECTORS, ATHLETIC DIRECTOR, AND OFFICERS COMPRISING BOARD OF GOVERNORS

Section 1. (a) Members of the Board of Governors. The Board of Governors shall consist of ten (10) directors, the President, the President-elect, the Secretary, the Treasurer, the Past-President. All of whom must be members of the Association residing in the Matthews community or Matthews area.

(b) Non-voting members of the Board of Governors shall be the Athletic Director (should the President elect to appoint one), Park Director, Commissioners of the various sports such as baseball, soccer, softball, etc. Publicity Chairperson, Membership Chairperson, Athletic Equipment Manager, Ways and Means Chairperson, and such other committee chairpersons as shall be approved by the President, subject to prior approval by the Board of Governors.  In addition, the Mayor of the Town of Matthews may appoint one (1) representative as a liaison between the MARA Board of Governors and the Town of Matthews to ensure continued interaction and communication between MARA and the Town.  This non-voting position is filled at the Mayor’s discretion and the representative may or may not be a member of the association. The Board of Governors shall determine the duties, responsibilities, and authority of the non-voting members (and their assistants or committees.)

Section 2. Power of the Board of Governors. The Board of Governors shall have general management and control of the business, property and affairs of the corporation and may exercise with regard thereto all powers conferred upon the corporation by Section 15 of Chapter 55A of the General Statutes of North Carolina, and such amendments thereto as may be enacted by law, all of which powers are by reference made apart hereof as thoughtfully herein written.

Section 3. Meetings of Governors. The Governors shall hold an annual meeting Immediately following the annual meeting of the members, and in addition thereto, the Governors shall hold a meeting at least once during each three months at such time and place as the Board may from time to time determine, and may hold special meetings at any time upon the call of the President or any three Governors. A majority of the Board of Governors shall constitute a quorum at any meetings of the Board. Notice of the time and place of a meetings, both regular and special, shall be given by the Secretary to each Governor by actual notice at least 24 hours before the meeting, provided, however, that meetings may be held at any time without notice if all the Governors are present and take part in the meeting or waive notice thereof

Section 4. Vacancies. Any vacancy occurring in the Board of Governors shall be filled by the Board, and the person appointed by the Board to fill a vacancy shall be appointed to serve until the next annual meeting of the members at which time the unexpired term of his predecessor will be filled by the vote of the members excepting, however, the office of President, and in such case, the President-elect will assume the President's office, duties, and responsibilities, and the Board shall appoint a President-elect as above set forth.

Section 5. Removal from Board of Governors. Any member of the Board of Governors shall be removed by majority vote of Board of Governors should said member miss (2) consecutive meetings without valid excuse.

ARTICLE VII - DUTIES OF OFFICERS

Section 1. President. The President shall preside at all meetings of the members, and shall see that all orders and resolutions of the Board are carried out. The President will not vote except in case of a tie. The President shall execute all conveyances authorized by the Board of Governors, and generally shall see that all of the officers and agents of the corporation perform their respective duties.

Section 2. President-elect. In case of death, disability, or absence of the President, except temporary absence, the President-elect shall be vested with all powers and perform all the duties of the President.

Section 3. Secretary. The Secretary shall countersign all membership cards or certificates, shall keep a record of all minutes of the meetings of the members and Board of Governors, shall give notice of meetings as provided by the by-laws, shall have custody of all books, records, and papers of the Association. The Secretary will duly record the minutes of each Board of Governors' meeting and forward copies of such meetings to each Board member not later than one (1) week following the Board meeting.

Section 4. Treasurer. The Treasurer shall be in charge of and custodian of funds and shall keep books and records of all incoming expenses. The treasurer shall file or be responsible for seeing that all tax returns, as required, are filed by the Association. The Treasurer shall select two (2) of the directors to serve along with the Treasurer as a Finance Committee and all expenditures up to and including $1500. shall have prior approval of the Finance Committee. Any expenditure over $1500. shall have prior approval of the Board of Governors.

Section 5. Directors. The directors shall serve the Association so as to promote the objectives and purposes of the Association. A director (voting member of the Board of Governors) may also serve as Athletic Director, a Commissioner of a sport, or chairperson of any other committee provided however the director shall not vote on any item or matter, responsibility which the director has assumed. For example, should a voting director be appointed and accept the Park Director position, the director shall not vote on matters, before the Board of Governors, pertaining to park maintenance and/or improvements. ARTICLE VIII - SHARES OF STOCK AND DIVIDENDS PROHIBITED Section 1. The Corporation shall not have or issue shares of stock. No dividend shall be paid and no part of the income of the corporation shall be distributed to its members, directors, or officers.

ARTICLE IX - SEAL

Section 1. The seal of the corporation shall have inscribed thereon the name of the corporation, the year of its organization.

Section 2. The Secretary of the corporation shall have custody of the seal.

Section 3. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. ARTICLE X

Section 1. Except as herein provided, these by-laws shall not be amended, repealed, altered, changed or new by-laws adopted at any annual meetings or at a special meeting called for such purpose, provided that any such proposed amendment, alteration, change, or addition to the by-laws shall be included in the notice of the meeting mailed to the members; it being the intention that any such amendment, change, alteration, deletion or new by-laws shall be set forth in the notice of the meeting in its entirety so that the members will have been notified prior to the meeting of the proposed action in connection with the by-laws. The Board of Governors shall not have the power to amend, repeal, alter or change the by-laws. Only the members at an annual or specially called meeting shall have such powers.

CERTIFICATION

Secretary of the Matthews Athletic and Recreation Association, a corporation under the laws of the State of North Carolina, hereby certify that the above is a true copy of the by-laws together with all amendments thereto as of the which have been duly adopted