“FOR THE ENRICHMENT OF LONE TREE SCOUT RESERVATION”
ARTICLES OF AGREEMENT OF
THE LONE TREE SPIRIT FOUNDATION, INC.,
A NEW HAMPSHIRE NONPROFIT CORPORATION
Section 1. Name. The name of the corporation shall be The Lone Tree Spirit Foundation, Inc. (the “Foundation”).
ARTICLE II - PURPOSE
Section 1. Purpose. The Foundation exists to be a benefactor to Lone Tree Scout Reservation, Kingston, New Hampshire (“Lone
Tree”), to preserve and promote the spirit, heritage and enrichment of Lone Tree, and to promote the brotherhood of scouting
among the alumni of Lone Tree.
Section 2. Status. The Foundation is entirely part of the Yankee Clipper Council, Boy Scouts of America (the “Council”) and as
such has been designated by the Council to be a subcommittee of the Camping Committee of the Council.
Section 3. Governing Rules. The Articles of Agreement (the “Articles”), bylaws and policies of the Council and to the extent not
in conflict with any of the foregoing shall govern the Foundation. The Articles are established in order to further regulate the
internal operations of the Foundation and are not intended to create an entity separate from the Council.
ARTICLE III - MEMBERSHIP
Section 1. Eligibility. Any person who has attended Lone Tree during the regular summer camp season as a scout, an adult leader
or a member of the Lone Tree staff, compensated or otherwise, any friend of Lone Tree and or any person who believes in the
spirit of Boy Scouts of America and the enrichment of Lone Tree is a person eligible (an “eligible person”) to become a member of
the Foundation.
Section 2. Membership. Any eligible person may become a member of the Foundation by means of an annual donation of
membership dues to the Foundation. Membership in the Foundation is for one (1) year unless renewed each subsequent year by
means of a donation of membership dues. Membership dues will be determined annually by the Executive Committee of the
Foundation.
ARTICLE IV - EXECUTIVE COMMITTEE
Section 1. Executive Committee. There shall be an Executive Committee of the Foundation that shall consist of no more than
twelve (12) persons. The business and affairs of the Foundation shall be managed by and under the direction of the Executive
Committee. In furtherance of, and without limiting the generality of, the power and authority of the Executive Committee set forth
either in the previous sentence or elsewhere in the Rules, the Executive Committee shall be the policy-making body of the
Foundation and its power and authority shall include, without limitation, the power to set policy, approve Budgets (as hereinafter
defined), authorize the incurrence of obligations and the expenditure of money, and decide which projects and activities shall be
undertaken by the Foundation. The Executive Committee may delegate any of its power and authority to such subcommittee,
Officer or other member of the Foundation, as the Executive Committee shall determine.
Section 2. Election and Removal of Executive Committee Members. The Executive Committee shall consist of the immediate
Past Chairman of the Executive Committee from the immediate prior year and no more than eleven (11) elected members. The
members of the Executive Committee shall be elected by the general membership at the annual meeting. The eleven (11) members
who receive the most votes among the candidates for Executive Committee at the annual meeting shall become Executive
Committee Members. All Executive Committee Members shall serve a one (1) year term from the date of the annual meeting.
The Executive Committee shall have authority to remove its members. All members of the Executive Committee shall be current
dues-paying members of the Foundation. A member of the Executive Committee, other than a member on Leave of Absence (as
hereinafter defined), shall be deemed to have resigned and to have been removed from the Executive Committee as of the earlier of
the date on which such member fails to attend with four (4) consecutive meetings of the Executive Committee or at least fifty
percent (50%) of the meetings of the Executive Committee that such member was eligible to attend during the then most recently
ended operating year of the Foundation.
Section 3. Subcommittee. The Executive Committee may establish such subcommittees as it deems necessary or desirable. Each
subcommittee shall have such duties as are assigned to it by the Executive Committee. The Chairman of the Executive Committee
shall appoint the chairman of each subcommittee. Persons comprising the membership of subcommittees may include persons
who are not members of the Executive Committee or of the Foundation.
Section 4. Leave of Absence Members. The Executive Committee may, either upon request of a member of the Executive
Committee or upon its own initiative (but only for reasons dealing with the then medical or personal situation of the member), place
a member of the Executive Committee on leave of absence (“leave of absence”) without such member being removed from the
Executive Committee. A member of the Executive Committee on Leave of Absence shall be included in any determination of then
the total membership of the Executive Committee. A member of the Executive Committee on Leave of Absence may, upon giving
notice to the Chairman of the Executive Committee, be removed from Leave of Absence and restored to active status on the
Executive Committee. If a member of the Executive Committee on Leave of Absence shall have failed to restore himself to active
status on the Executive Committee within one (1) year after the effective date of being placed on Leave of Absence, such member
shall be deemed to have resigned and been removed from the Executive Committee and shall not be included in any determination
of the then total membership of the Executive Committee.
Section 5. Finances. Two signatures shall be required for any checks or similar monetary transactions to be issued or completed
by the Foundation to pay for any expenses or otherwise for the Foundation.
ARTICLE V - OFFICERS
Section 1. Officers. The Executive Committee shall have the following officers (the “Officers” or an “Officer”), each of who
shall be a member of the Executive Committee: Chairman, Vice Chairman, Treasurer and Secretary. Each Officer shall report to
the Executive Committee and shall perform the responsibilities of their office set forth in the Rules and such other responsibilities
as may be assigned by the Executive Committee.
Section 2. Election of Officers. The Executive Committee shall have authority to elect its Officers. Each person nominated shall
be elected only upon a majority vote of a quorum of the Executive Committee. Election of the Officers shall take place in October
of each year.
Section 3. Term of Office. Each Officer shall take office for a term of one (1) year beginning on November 1 next following
election or until his successor is duly elected or qualified.
ARTICLE VI – RESPONSIBILITIES OF OFFICERS
Section 1. Chairman. The Chairman shall be responsible for the leadership, administration and operation of the Foundation. The
Chairman shall have the power and authority to take any and all action as the Chairman deems appropriate to effectuate the
decisions of the Executive Committee and to make all decisions to carry out the day-to-day operation of the Foundation in its
ordinary course of business, except for power and authority retained by the Executive Committee or delegated to another Officer
or person in the Articles. The Chairman may delegate his power and authority as he deems necessary or desirable in order to carry
out his responsibilities. The Chairman shall call all meetings of the Executive Committee and shall preside at such meetings.
Section 2. Vice-Chairman. The Vice Chairman shall assume the responsibilities of the Chairman in his absence and any other
responsibilities designated by the Chairman or the Executive Committee.
Section 3. Treasurer. The Treasurer shall keep accurate records of all income and expenses of the Foundation, of all monies of
the Foundation held as funds, and of all obligations for the expenditure of monies. The Treasurer shall prepare and submit to the
Executive Committee for approval an annual budget for the Foundation if requested. The Treasurer shall periodically report to the
Executive Committee on the financial condition of the Foundation and shall assume the responsibilities of the Chairman in the
Chairman’s absence and the Vice-Chairman’s absence and any other responsibilities designated by the Chairman or the Executive
Committee.
Section 4. Secretary. The Secretary shall record the minutes of all meetings of the Executive Committee and the Foundation,
shall record the attendance of members of the Executive Committee at its meetings, shall determine and declare the existence of a
quorum, shall determine and declare whether any member of the Executive Committee, whether active or on Leave of Absence, is
deemed to have resigned and have been removed from the Executive Committee, and shall keep and maintain an accurate and
official copy of the Articles, the minute book and any other written records of the Foundation. The Secretary shall assume the
responsibilities of the Chairman in the Chairman’s absence, the Vice-Chairman’s absence and the Treasurer’s absence and any
other responsibilities designated by the Chairman or the Executive Committee.
ARTICLE VII – QUORUM
Section 1. Quorum Requirement. The Executive Committee shall have a quorum of its members present in order to conduct the
business and affairs of the Foundation. A quorum exists when more than fifty percent (50%) of the members of the Executive
Committee are present.
Section 2. Exclusion from Requirement. No member of the Executive Committee on Leave of Absence shall be included in any
determination of a quorum for the conduct of the business and affairs of the Foundation.
ARTICLE VIII – MEETINGS
Section 1. General Requirement. All meetings of the Executive Committee shall be announced by written or electronic notice
mailed to its members not less than fifteen (15) days calendar days prior to the scheduled meeting stating the date, time and place
of the meeting and stating the matters to be discussed.
Section 2. Exception. The Chairman may (i) declare the existence of an emergency, (ii) suspend the fifteen (15) day notice of
meeting requirement, (iii) call a meeting of the Executive Committee on less than fifteen (15) days notice, provided actual notice is
given to all members of the Executive Committee stating the date, time and place of the meeting and stating the matters to be
discussed, and (iv) hold a meeting of the Executive Committee at which a quorum of its members are present either in person, by
telephonic conference, or by electronic conference at which all members present confirm that they can hear or communicate with
each other.
ARTICLE IX – AMENDMENT
Section 1. Amendment. The Articles may be amended, modified or rescinded only by a vote of two-thirds (2/3) of a quorum of
the Executive Committee.
ARTICLE X – CONFLICT OF INTEREST
Section 1. Conflict of Interest. Each member of the Executive Committee, prior to taking his position on the Executive
Committee, and all present members shall submit in writing to the Chairman of Executive Committee a list of all businesses or other
organizations of which he is an officer, director, trustee, member, owner (either as a sole proprietor or partner), shareholder,
employee or agent, with which the Foundation has, or might reasonably in the future enter into, a relationship or a transaction in
which the member of the Executive Committee have conflicting interests. The Chairman of the Executive Committee shall become
familiar with the statements of all members of the Executive Committee in order to guide his conduct should a conflict arise.
At such time as any matter comes before the Executive Committee in such a way as to give rise to a conflict of interest, the
affected member shall make known the potential conflict, whether disclosed by his written statement or not, and after answering
any questions that might be asked him, shall withdraw from the meeting for so long as the matter shall continue under discussion.
Should the matter be brought to a vote, neither the affected member nor any other member with a pecuniary benefit transaction
with the Foundation shall vote on it.
The Board will comply with all requirement of New Hampshire law where conflicts of interest are involved, including but not
limited to the requirements of a two-thirds (2/3) vote where the financial benefit to the member is between $500 and $5,000 in a
fiscal year, and to the requirement of a two-thirds (2/3) vote and publication in the required newspaper and Foundation newsletter
where the financial benefit exceeds $5,000 in a fiscal year. The New Hampshire statutory requirements are incorporated into and
made a part of this conflict policy.
ARTICLE XI – DISSOLUTION
Section 1. Dissolution. Upon dissolution of the Foundation, assets shall be distributed to the Council for the purpose and or use in
capital improvements in the Council’s camps or shall be distributed for one (1) or more exempt purposes within the meaning of
Section 501(c)(3) of the Internal Revenue Service 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 XII – INCORPORATORS
Donald Blaszka, Jr.
Michael Bryant
Earl Collins
George Dionne, Jr.
Ronald Fuller
Matthew Jezierski
Keith Miller
Richard Preble
Daniel Quimby
Mark Rousseau
Harry Taylor