ࡱ> xzy` [bjbj *[z>>>>>>>R*,R8bbbbbbbb$hVt>bb>>bb >b>bV3@>>bV 0 Ovs  08 x(> bh\THbbb bbb8RRR RRRRRR>>>>>> AMENDED BY-LAWS of FRAMINGHAM JR FLYER LACROSSE BOOSTER CLUB, INC. ARTICLE I Purpose The purpose of the FRAMINGHAM JR FLYER LACROSSE, Inc. (the Member) shall be to carry out the charitable purposes of the Framingham JR Flyer Lacrosse, a Massachusetts charitable organization and any successor organization thereto, and to provide fundraising support to the Member, whose purpose is to foster and assist in the development of youth athletic activities and to promote and encourage social, civil, and educational and athletic activities, and to develop and promote youth lacrosse in Framingham. ARTICLE II Diversity Statement The Corporation encourages diversity of gender, race, color, age, religion, disability, national origin, sexual orientation and geographic representation in its Offices, Board of Directors, Committees and Section Councils. ARTICLE III 3.1. Members The sole member of the Corporation shall be the Framingham JR Flyer Lacrosse, acting through its governing body. Any action or vote required or permitted by Chapter 180 or any other law, rule or regulation to be taken by members shall be taken by majority action or vote of the Board of Directors of the Member. 3.2. Powers The Member shall have such powers as provided by law, the Articles of Organization, or by these By-laws, including, but not limited to the reserved powers set forth in Article III section 3. 3.3. Reserved Powers The following actions of the Corporation shall not be effective unless and until reviewed and approved by the Member in accordance with section 3.10: (a) the adoption of annual operating and capital budgets of the Corporation, including any amendments to such budgets; (b) any decision to enter into any loan agreement or any guaranty of loan agreements; (c) any agreement to sell, assign, convey, transfer, pledge, grant a security interest or mortgage in, or otherwise encumber the accounts, accounts receivable, or other tangible or intangible assets of the Corporation; (d) any merger, or consolidation, reorganization, liquidation, dissolution of the Corporation or sale of substantially all of the assets of the Corporation; (e) the election of the president; and any decision to cause the formation of any corporation, partnership or joint venture whose members, owners, directors, or governing body would be appointed, elected, or designated by the Corporation. 3.4. Annual Meeting The Annual Meeting of the Member shall be held on or about January 23rd of each year. If the annual meeting is not held on said date, a special meeting in lieu of the annual meeting may be held with all of the force and effect of an annual meeting. 3.5. Regular Meetings Regular meetings of the Member may be held at such places within the Commonwealth of Massachusetts, and at such times as the Member may determine. 3.6. Special Meetings Special Meetings of the Member may be called at any time by the Member, by the president or by a majority of the board of directors. Special meetings of the Member shall be held at such time, date and place within the Commonwealth of Massachusetts as may be designated in the notice of such meeting. Notice of Meetings (a) A written notice stating the place, date and hour of each meeting of the Member and, in the case of a special meeting, the purpose for which the meeting is called, shall be given to each Member by delivering such notice to Members address as it appears on the books of the Corporation. Such notice shall be given by the clerk, an assistant clerk or any other officer or person designated either by the clerk or by the person or persons calling the meeting or by the Member. (b) The requirement of notice to the Member may be waived by a written waiver of notice, executed before or after the meeting by the clerk or any other officer of the Member and filed with the records of the meeting, or by attendance at the meeting without protesting the lack of notice prior to or at the commencement of the meeting. 3.8. Quorum At any meeting, the presence of the Member through the presence of any individual who is authorized to vote on behalf of the Member at such meeting in person or by proxy shall constitute a quorum. Any meeting may be adjourned from time to time by vote of the Member and the meeting may be held adjourned without further notice. Voting and Proxies The Member may vote at any meeting of the Member in person only. No proxy shall be accepted. Action at Meeting When a quorum is present at any meeting, a vote properly cast upon any question by the Member shall decide such question. 3.11. Action Without a Meeting Any action required or permitted to be taken at any meeting of the Member may be taken without a meeting if the Member consents to the action in writing, and the consent shall be treated for all purposes as a vote at a meeting. ARTICLE IV The Board of Directors 4.1. Powers Except as reserved to the Member by law, by the Articles of Organization or by these By-laws, the general management and control of the property, business and affairs of the Corporation shall be vested in the Board of Directors who shall have and may exercise all of the powers of the Corporation. 4.2. Membership and Election The Board of Directors shall consist of at least seven members. At each annual meeting of the Board of Directors of the Corporation, or at a special meeting in lieu of an annual meeting, a majority of the Directors then in office shall determine the number of Directors for the ensuing year and shall elect the minority Directors. In the event there are no Directors then in office, the Board of Directors of the Member shall appoint all Directors of the Corporation. 4.4. Annual Meeting The Annual Meeting of the Board of Directors shall be held on January 23rd of each year (or if that is a legal holiday in the place where the meeting is to be held, on the next succeeding full business day) at 7:00p.m. or at such other hour as shall have been fixed by the Board of Directors or by the President and stated in the notice of the meeting. The purposes for which an annual meeting is to be held, in addition to those prescribed by law, the Articles of Organization, or these By-laws, may be specified by the Board of Directors or by the President. If an annual meeting is not held in accordance with the foregoing provisions, a special meeting may be held in place thereof with all the force and effect of an annual meeting. 4.5. Resignation of Directors Any Director may resign at any time by giving written notice of resignation to the Board of Directors or Clerk or to any other officer. Such resignation shall be effective upon the event specified in such resignation notice, or if no time is specified, upon receipt. Any Director who ceases to meet the qualifications to be a director automatically and without further action shall be deemed to have resigned effective as of the time such individual ceases to be qualified. 4.6. Vacancies Any vacancy in the Board of Directors, however occurring, may be filled by vote of a majority of the Directors then in office, subject to the requirement that a majority of the Board be appointed by the Board of Directors of the Member. In the event there are no Directors then in office, the Board of Directors of the Member shall fill all vacancies. 4.7. Enlargement of the Board The number constituting the Board of Directors may be increased and one or more additional Directors elected at any special meeting of the Board of Directors by vote of a majority of the Directors then in office. 4.8. Tenure Except as otherwise provided by law, the Articles of Organization, or these By-laws, Directors shall hold office until the next annual meeting of the Directors and thereafter until their successors are chosen and qualified. Any Director may resign by delivering his written resignation to the Corporation at its principal office or to the President, Clerk, or Treasurer. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. 4.9. Removal A Director may be removed from office with or without cause by vote of a majority of the Directors then in office or by the vote of the Member. A Director may be removed for cause only after reasonable notice and opportunity to be heard before the Board of Directors. 4.10. Meetings Regular meetings of the Board of Directors may be held without call or notice at such places and at such times as the Board of Directors may from time to time determine, provided that any Director who is absent when such determination is made shall be given notice of the determination. Special meetings of the Directors may be held upon the oral or written call by the President, Treasurer, or two or more Directors, designating the date, hour and place thereof. Directors may not vote by proxy. 4.11. Notice of Special Meetings Notice of the date, hour and place of all special meetings of the Board of Directors shall be given to each Director by the Secretary or an Assistant Secretary, or, if there be no Secretary or Assistant Secretary, by the Clerk or an Assistant Clerk, or, in case of the death, absence, incapacity, or refusal of such persons, by the officer or one of the Directors calling the meeting. Notice shall be given to each Director either in person, by telephone, or by telegram sent to the Directors business or home address at least twenty-four hours in advance of the meeting, or by written notice mailed to such business or home address at least forty-eight hours in advance of the meeting. Notice need not be given to a Director if a written waiver of notice is executed by such Director before or after a meeting and is filed with the records of the meeting, or to any Director who attends the meeting without protesting prior thereto or at its commencement of the lack of notice to such Director. A notice or waiver of notice of a meeting of the Board of Directors need not specify the purposes of the meeting. 4.12. Quorum At any meeting of the Board of Directors, a majority of the Directors then in office 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. One of more Directors may participate in a meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can communicate with each other at the same time. Participation in a meeting pursuant to the foregoing sentence shall constitute presence in person at such meeting. 4.13. Action at Meeting At any meeting of the Board of Directors at which a quorum is present, a majority of those present may take any action on behalf of the Board of Directors except to the extent that a larger number is required by law, the Articles of Organization, or these By-laws. 4.14. Action Without Meeting Any action by the Board of Directors may be taken without a meeting if a written consent thereto is signed by all the Directors then in office and filed with the records or the meetings of the Board of Directors. Such consent shall be treated as a vote of the Board of Directors for all purposes. 4.15. Committees The Board of Directors may, by vote of a majority of the Directors then in office, elect from its number an Executive Committee or other committees and may, by like vote, delegate thereto some or all of its powers except those which by law, by the Articles of Organization, or by these By-laws it is prohibited from delegating. In no event shall the following powers be delegated by the Board of Directors to any committee established by it: (a) The power to change the principle office of the Corporation. (b) The power to amend these By-laws (c) The power to elect officers required by law, the Articles of Organization, or these By-laws to be elected by the Directors and the power to fill vacancies in any such offices. (d) The power to change the number of members constituting the Board of Directors and the power to fill vacancies in the Board of Directors. (e) The power to remove officers from office or Directors from the Board of Directors. (f) The power to authorize a merger of the Corporation. Except as the Board of Directors may otherwise determine, any such committee may make rules for the conduct of its business, but, unless otherwise provided by the Board of Directors or in such rules, its business (including the keeping of a record of its meetings) shall be conducted as nearly as may be in the same manner as is provided by these By-laws for the Board of Directors, including the ability to participate in meetings telephonically, and to act by written consent in lieu of a meeting as provided in Sections 10 and 12, respectively, of this Article IV. Each such committee shall report its action to the Board of Directors, which shall have the power to rescind any action taken. However, in the case of the Executive Committee no such rescission shall have retroactive effect. ARTICLE V Officers 5.1. Enumeration The officers of the Corporation shall consist of a President, a Treasurer and a Clerk. The officers of the Corporation may include such other officers as the Board of Directors may determine, including an Executive Director, a Secretary, a Controller, and one or more Vice Presidents, Assistant Treasurers, Assistant Clerks, and Assistant Secretaries. 5.2. Election The President, Treasurer and Clerk shall be elected annually by the Board of Directors at its Annual Meeting. Other officers may be chosen by the Board of Directors at such Meeting or at any other meeting. 5.3. Qualification The President and the Treasurer shall be Directors. No other officers need be Directors. Any two or more offices may be held by the same person. The Clerk shall be a resident of Massachusetts, unless the Corporation has a resident agent appointed for the purpose of service of process. Any officer may be required by the Board of Directors to give bond for the faithful performance of his duties to the Corporation in such amount and with such sureties as the Board of Directors may determine. 5.4. Tenure Except as otherwise provided by law, by the Articles of Organization, or by these By-laws, the President, Treasurer, Clerk and all other officers shall hold office until the next Annual Meeting of the Board of Directors and until their respective successors are chosen and qualified unless a shorter term is specified in the vote choosing or appointing them. Any officer may resign by delivering his written resignation to the Corporation at its principal office or to the President, Clerk, or Treasurer, and such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. 5.5. Removal The Board of Directors may remove any officer with or without cause, provided that an officer may be removed for cause only after reasonable notice and opportunity to be heard by the Board of Directors. 5.6. Vacancies Any vacancy, however arising, in any office, may be filled for the unexpired portion of the term thereof by the Board of Directors. 5.7. President The President shall be the Chief Executive Officer of the Corporation and shall, subject to the direction of the Board of Directors, have general supervision and control of the business and officers of the Corporation, preside at all meetings of the Board of Directors and perform such other duties and have such other powers as may be designated from time to time by the Board of Directors. 5.8. Treasurer The Treasurer shall, subject to the direction of the Board of Directors, have general charge of the financial affairs of the Corporation and shall cause to be kept accurate books of account of the affairs of the Corporation. The Treasurer shall have custody of all funds, securities, and valuable documents of the Corporation, except as the Board of Directors may otherwise provide. In addition, the Treasurer shall perform such other duties and have such other powers as may be designated from time to time by the Board of Directors. 5.9. Clerk/Secretary The Clerk/Secretary shall attend and keep a record of all the meetings of the Board of Directors. In addition, the Clerk/Secretary shall perform such other duties and have such other powers as may be designated from time to time by the Board of Directors. Each Assistant Clerk shall perform such duties and have such powers as may be designated from time to time by the Board of Directors. In the absence of the Clerk/Secretary from any meeting of the Board of Directors, a Temporary Clerk designated by the person presiding at the meeting, shall perform the duties of the Clerk/Secretary at such meeting. The Clerk/Secretary shall keep or cause to be kept, at the principal office of the Corporation in Massachusetts or at his office if in Massachusetts, or if his office is not in Massachusetts, at the office of the Resident Agent, the records of the Corporation. 5.11. Other Officers Each other officer, including a General Manager and a Controller, if any, that may be chosen by the Board of Directors shall perform such duties and have such powers as may be designated from time to time by the Board of Directors. 5.12. Other Powers and Duties Each officer shall, subject to these By-laws, and in addition to the duties and powers specifically set forth in these By-laws, have such duties and powers as are customarily incident to his office. The exercise of any power which by law, the Articles of Organization, or these By-laws, or under any vote of the Board of Directors, may be exercised by an officer of the Corporation only in the event of absence of another officer or any other contingency, shall bind the Corporation in favor of anyone relying thereon in good faith, whether or not such absence or contingency existed. ARTICLE VI Nomination of Officers and Directors 6.1. Nominating Committee The Nominating Committee shall consist of five (5) persons, whom shall be appointed by the Board of Directors of the Member. The Directors in appointing the five (5) persons shall designate one of the five (5) persons to be Chairman of the Nominating Committee. The Chairman of the Nominating Committee shall obtain the names of qualified persons to be considered for nomination as a director or officer. The Chairman of the Nominating Committee shall, prior to the annual meeting of the members, determine from incumbent Officers any intentions of resignation which may make necessary elections to fill unexpired terms. 6.2. Slate of Officers and Directors The full Nominating Committee shall prepare a list of candidates for the offices to be filled and shall present this list of candidates at the annual meeting of the Corporation. 6.3. Nominations Posting Slate The list of candidates for office shall be presented to the annual meeting by the Chairman of the Nominating Committee, and shall be seconded from the floor. Additional nominations, properly seconded, for each office to be filled, may be accepted from the floor by the presiding officer. 6.4. Nominations Disqualified Nominations for a candidate for an office shall not be considered unless the name of the nominee has been properly presented and seconded immediately following the presentation by the Nominating Committee. ARTICLE VII Indemnification of Directors, Officers and Others The Corporation shall indemnify each person now or hereafter elected or appointed a Director of the Corporation (including each person who serves at its request as a director of any other organization in which the Corporation has any interest as a stockholder, creditor, or otherwise) against all expense reasonably incurred or paid by him in connection with the defense or disposition of any actual or threatened claim, action, suit or proceeding (civil, criminal, or other, including appeals) in which he may be involved as a party or otherwise by reason of his having served in any such capacity, or by reason of any action or omission or alleged action or omission (including those antedating the adoption of these By-laws) by him while serving in any such capacity; except for expense incurred or paid by him with respect to (i) any matter as to which he shall have been adjudicated in any proceeding not to have acted in the reasonable belief that his action was in the best interests of the Corporation, or (ii) any matter as to which he shall agree or be ordered by any court of competent jurisdiction to make payment to the Corporation, or (iii) which the Corporation shall be prohibited by law or by order of any court of competent jurisdiction from indemnifying him. Such indemnification shall include payment by the Corporation of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he shall eventually be adjudicated to be not entitled to indemnification under these By-laws. No matter disposed of by settlement, compromise, or the entry of a consent decree, nor a judgement of conviction or the entry of any plea in a criminal proceeding, shall of itself be deemed an adjudication of not having acted in the reasonable belief that the action taken or omitted was in the best interests of the Corporation. The term expense shall include, without limitation, settlements, attorneys fees, costs, judgments, fines, penalties, and other liabilities. The right of indemnification herein provided for shall be severable, shall be in addition to any other right which any such person may have or obtain, shall continue as to any such person who has ceased to be such Director or officer and shall inure to the benefit of the heirs and personal representatives of any such person. The Corporation, upon authorization by a disinterested majority of the Directors then in office, may indemnify each person now or hereafter elected or appointed an officer, employee or agent of the Corporation (including each person who serves at its request as an officer, employee or agent of any other organization in which the Corporation has any interest as a stockholder, creditor, or otherwise, or who serves at its request in any capacity with respect to any employee benefit plan) to the same extent and in accordance with the guidelines set forth in this Article IV. ARTICLE VIII Miscellaneous Provisions 8.1. Fiscal Year Except as from time to time otherwise determined by the Board of Directors, the fiscal year of the Corporation shall end on December 31st of each year. 8.2. Seal If the Board of Directors determines to adopt a seal of the Corporation, such seal shall, subject to alteration by the Board of Directors, bear its name, the word Massachusetts, and year of its incorporation. 8.3. Execution of Instruments All deeds, leases, transfers, contracts, bonds, notes and other obligations authorized to be executed by an officer of the Corporation in its behalf shall be signed by the President or the Treasurer except as the Board of Directors may generally or in particular cases otherwise determine. 8.4. Voting of Securities Except as the Board of Directors may otherwise designate, the President or Treasurer may waive notice of and act on behalf of the Corporation, or appoint any person or persons to act as proxy or attorney in fact for this Corporation (with or without discretionary power and/or power of substitution) at any meeting of corporators or shareholders or beneficial owners of any other corporation or organization, any of the securities of which may be held by the Corporation. 8.5. Corporate Records The original, or attested copies, or the Articles of Organization, these By-laws, and records of all meetings of the Incorporators and Directors, which shall contain the names and the record address of all Directors and officers, shall be kept in Massachusetts at the principal office of the Corporation or at an office of its Clerk, or Resident Agent. Said copies and records need not all be kept in the same office. They shall be available at all reasonable times for the inspection by any Director or officer for any proper purpose but not to secure a list or other information for the purpose of selling said list or information or copies thereof or of using the same for a purpose other than in the interest of the applicant, as a Director or officer, relative to the affairs of the Corporation. Except as may be otherwise required by law, by the Articles of Organization, or by these By-laws, the Corporation shall be entitled to treat the record address of a Director or officer as shown on its books as the address of such person for all purposes, including the giving of any notices; and it shall be the duty of each such person to notify the Corporation of his latest post office address. 8.6. Power to Contract with the Corporation In the absence of fraud, (a) no contract or other transaction between the Corporation and one or more of its Directors or officers, or between the Corporation and any other corporation or other organization in which one or more of the Corporations Directors or officers are stockholders, directors, or officers, or are otherwise interested, and (b) no other contract or transaction by the Corporation in which one or more of its Directors or officers is otherwise interested, shall be in any way affected or invalidated even though the vote or action of the Directors or officers having such interests (even if adverse) may have been necessary to obligate the Corporation upon such contract or transaction; provided the nature of such interest (though not necessarily the extent or details thereof) shall be disclosed or shall have been known to at least a majority of the Directors then in office; and no Director or officer having such interest (even if adverse) shall be liable to the Corporation, or to any creditor thereof, or to any other person for any loss incurred by it under or by reason of such contract or transaction, nor shall any such Director or officer be accountable for gains or profits realized thereon, or be disqualified from serving or continuing to serve as a Director or officer thereof. Any Director or officer in any way interested in any contract or transaction described in the foregoing sentence shall be deemed to have satisfied any requirement for disclosure thereof to the Directors if he gives to at least a majority of the Directors not so interested a general notice that he is or may be so interested. Notwithstanding the foregoing, the authority granted in this Article VII, Section 6 shall not be exercised if the effect thereof would be to cause the loss of the tax-exempt status of the Corporation under the Internal Revenue Code of 1986, as amended from time to time, or to subject the Corporation, its Directors, officers or agents to any penalty or fine under said Cod or under any other applicable law as a result of such exercise, it being the purpose of this Article V, Section 6 to allow only such transactions by the Corporation as are not prohibited by said Cods or said other applicable law. 8.7. Evidence of Authority A certificate by the Clerk, the Secretary, or an Assistant Clerk or Secretary as to any action taken by the Directors or any officer or representative of the Corporation shall, as to all who rely thereon in good faith, be conclusive evidence of such action. 8.8. Ratification Any action taken on behalf of the Corporation by a Director or any officer or representative of the Corporation which requires authorization by the Board of Directors shall be deemed to have been duly authorized if subsequently ratified by the Board of Directors, if action by it was necessary for authorization. 8.9. Articles of Organization All references in these By-laws to the Articles of Organization shall be deemed to refer to the Articles of Organization of the Corporation, as amended, and in effect from time to time. ARTICLE IX Amendments 9.1. Amendment by Member These By-laws may be amended, altered or repealed by the Member at any annual meeting, regular or special meeting by vote of the Member; provided however, that where the effect of the amendment would be to reduce any voting required otherwise required by law, the Articles of Organization or these By-laws, such amendment shall require the vote that would have been required by such other provision. Notice and a copy of any proposal to amend these By-laws must be included in the notice of the meeting of the Member at which action is taken upon such amendment. 9.2. Amendment by Board These By-laws may be amended or altered by the Board of Directors at a meeting duly called for the purpose by a majority vote of the directors then in office, except that the Directors shall not amend the By-laws in a manner which permits the Board of Directors to take any action which under the law, the Articles of Organization or these By-laws is required to be taken by the Member. Any amendment of these By-laws by the Board of Directors may be altered or repealed by the Member at any annual, regular or special meeting of the Member. ARTICLE X Use of Corporate Funds No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its trustees, officers, or other private person, 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 Organization. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these By-laws, 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 of 1954 (or the corresponding provisions of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). ARTICLE XI Dissolution Upon liquidation or dissolution of the corporation, and the payment of all its liabilities, any assets remaining shall be paid over and distributed to the organization or organizations designated by the Board of Directors in accordance with the provisions of the Articles of Organization, provided that any and all such payments shall be made only to an organization or organizations who are qualified as a tax-exempt organization under the provisions of the Internal Revenue Code of the United States, as then in effect. 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