[Version 1.0 – January 31, 1999 ]
ARTICLE I
Name, Seal and Location of Principal Office
Section 1 - The name of this non-profit corporation shall be Littleton and Ayer Spectacle Pond Association, Inc.
Section 2 - The Board of Directors may provide a corporate seal, which may be in the form of a circle and have inscribed thereon the name of the association and the word "Massachusetts" and the year of incorporation.
Section 3 - The principal office of this corporation hereafter referred to as the "Association," shall be located in the town of Littleton, County of Middlesex, Commonwealth of Massachusetts or such other location as the Board of Directors may from time to time determine.
ARTICLE II
Object and Purposes
Section 1 - The primary purpose of this non-profit Association shall be to work to improve upon and or maintain Spectacle Pond and its surroundings. Areas of work for the association include maintenance of clean water, improvement or maintenance of private and public recreational use and the wise use and proper management of water and related natural resources in Spectacle Pond and its connecting waterways. The Association may acquire land or rights in land for conservation purposes and assist and encourage other organizations and public agencies to do the same within the impacted waterways or pond drainage area. The work of the Association will also include establishing and promoting programs of public information and education and scientific research related to the aims of this association; assisting in the coordination of similar efforts by other organizations, individuals, public agencies, and public officials; or, performing any related activity as determined appropriate by a simple majority of the Board of Directors to improve the physical aspects of our pond area and further the recreation and enjoyment of the inhabitants thereof.
Section 2 – In pursuit of these objectives, the organization shall be non-profit, non-sectarian, and non-political.
Section 3 - This organization is not affiliated with any other organizations or persons. This organization shall be governed by the principles set forth in these by-laws.
ARTICLE III
Members
Section 1 - The Board of Directors may by resolution establish one or more classes of membership. One or more, but not all, of such classes of membership may be designated as non-voting classes of membership.
Section 2 Residential renters and owners of property abutting or abutters of the abutters can become voting members.upon payment of dues during each fiscal year and approval for membership by the Board of Directors. The fiscal year shall be from January 1 to December 31.
Section 3 - Each voting member shall be entitled to one vote on each matter submitted to a vote of members.
Section 4 - Voting by proxy may be permitted under such conditions as prescribed by the Board of Directors.
Section 5 - The Board of Directors, by affirmative vote of two-thirds of all the members of the board, may disqualify, suspend or expel a member for cause. Any member may resign by filing a written resignation with the secretary.
ARTICLE IV
Other Lawful Provisions
Section 1 - This association, acting in its capacity as a non-profit corporation, has the same powers as business corporations, except the power to purchase, receive, take or otherwise acquire, own, hold, sell, lend, exchange, transfer or otherwise dispose of, pledge, use, or otherwise deal in and with its own shares. (M.G.L. Chapter 180, s.6 as amended by M.G.L. Chapter 283 of the Acts of 1987 as amended)
Those powers, unless otherwise provided in its articles of organization, include:
a. To have perpetual succession in its corporate name, unless a period for its duration is limited by special law or in its articles of organization;
b. To sue and be sued;
c. To have a corporate seal, which it may alter at its pleasure;
d. To elect or appoint directors, officers, employees, and other agents, to fix their compensation and define their duties and obligations and to indemnify such corporate personnel;
e. To purchase, receive, take by grant, gift, devise, bequest, or otherwise lease, or acquire, own, hold, improve, employ, use, and otherwise deal in and with, real or personal property, or any interest therein, wherever situated;
f. To sell, convey, lease, exchange, transfer, or otherwise dispose of, or mortgage, pledge, encumber or create a security interest in, all or any of its property, or any interest therein, wherever situated;
g. To purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, employ, sell, lend, lease, exchange, transfer, or otherwise dispose of, mortgage, pledge, use and otherwise deal in and with, bonds and other obligations, shares, or other securities or interests issued by others, whether engaged in similar or different business, governmental, or other activities;
h. To make contracts, give guarantees and incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage, pledge or encumbrance of, or security interest in, all or any of its property or any interest therein, wherever situated;
i. To lend money, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested;
j. To do business, carry on its operations, and have offices and exercise the powers granted by this chapter in any jurisdiction within or without the United States;
k. To make donations, irrespective of corporate benefit, for the public welfare or for community fund, hospital, charitable, religious, educational, scientific, civic or similar purposes, and in time of war or other national emergency in aid thereof;
l. to pay pensions, establish and carry out pension, profit-sharing, share bonus, share purchase, share option, savings, thrift and other retirement, incentive and benefit plans, trusts and provisions for any or all of its directors, officers and employees, and for any or all of the directors, officers and employees of any corporation, fifty percent or more of the shares of which outstanding and entitled to vote on the election of directors are owned, directly or indirectly, by it;
m. To participate as a subscriber in the exchanging of insurance contracts specified in M.G.L. Chapter 175, s.94B;
n. To incorporate other corporations of any type or kind; and
o. To have the power to be a partner in any business enterprise which the corporation would have the power to conduct;
p. To merge or consolidate in the manner provided for business corporations (s.78). If one or more of the constituent corporations constitute a public charity governed by M.G.L. Chapter 12 then the surviving corporation must also constitute a public charity governed by said chapter (M.G.L. Chapter 180, s.10).
q. To have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is formed; provided that no such power shall be exercised in a manner inconsistent with the general laws of the Commonwealth of Massachusetts and, provided that the corporation shall not engage in any activity or exercise any power which would deprive it of any exemption from federal income tax which the corporation may receive under Section 501(c)(3) of the Internal Revenue Code.
Section 2 - Meetings of members, if any, are authorized to take place anywhere within the United States.
Section 3 - Upon dissolution of this Association, any remaining assets shall be transferred only to an organization having like charitable, scientific, literary and educational purposes as are permitted by section 501 (c)(3) of the Internal Revenue Code of the United States. No assets shall be conveyed or distributed (inure) to any individual or any organization created or operated for profit.
Section 4 - No substantial part of the activities of this Association shall consist of carrying on propaganda, or otherwise attempting to influence legislation, nor shall this corporation take part in any political campaign on behalf of any candidate for public office.
Section 5 - No director shall be personally liable to the corporation for monetary damages for breach of fiduciary duty as director notwithstanding any provision of law imposing such liability, provided however that this provision shall not eliminate the liability of a director, to the extent that such liability is imposed by applicable law;
a. For any breach of the directors duty of loyalty to the corporation.
b. For acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law; and
c. For any transaction from which the director derived an improper personal benefit.
Section 6 - The corporation shall, to the extent legally permissible and only to the extent that the status of the corporation as an organization exempt under Section 501(c)(3) of the Internal Revenue Code is not affected thereby, indemnify each of its directors, officers, employees and other agents (including persons who serve at its request as directors, officers, employees or other agents of another organization in which it has an interest) against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by him in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he may be involved or with which he may be threatened, while in office or thereafter, by reason of his being or having been such a director, officer, employee or agent, except with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation; provided, however, that as to any matter disposed of by a compromise payment by such director, officer, employee or agent, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interests of the corporation, after notice that it involves such indemnification: (1) by a disinterested majority of the directors then in office; (2) by a majority of the disinterested directors then in office, provided that there has been obtained an opinion in writing of independent legal counsel to the effect that such director, officer, employee or agent appears to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation; or (3) by a majority of the disinterested members entitled to vote, voting as a single class. Expenses, including counsel fees, reasonably incurred by any such director, officer, employee or agent in connection with the defense or disposition of any such action, suit or other proceeding, may be paid from time to time by the corporation in advance of the final disposition thereof upon receipt of an undertaking by such individual to repay the amounts so paid to the corporation if he shall be adjudicated to be not entitled to indemnification under Massachusetts General Laws, Chapter 180, Section 6 (as amended). The rights of indemnification hereby provided shall not be exclusive of or affect any other rights to which any director, officer, employee or agent may be entitled. Nothing contained herein shall affect any rights to indemnification to which corporate personnel may be entitled by contract or otherwise under law. As used in this paragraph, the terms "directors", "officers", "employees", and "agents" include their respective heirs, executors and administrators, and an "interested director" is one against whom in such capacity the proceeding in question or another proceeding on the same or similar grounds is then pending.
Section 7 - No person shall be disqualified from holding office because of any interest. In the absence of fraud, any director, officer, or member of this corporation individually, or any individual having any interest in any concern in which any such directors, officers, members, or individuals have any interest, may be a party to, or may be pecuniary or otherwise interested in, any contract, transaction, or other act of this corporation, and
(i) Such contract, transaction, or act shall not be in any way invalidated or otherwise affected by that fact;
(ii) No such director, officer, member, or individual shall be liable to account to this corporation for any profit or benefit realized through any such contract, transaction, or act; and
(iii) Any such director of this corporation may be counted in determining the existence of a quorum at any meeting of the directors or of any committee thereof which shall authorize any such contract, transaction, or act, and may vote to authorize the same;
The term "interest" including personal interest and interest as a director, officer, stockholder, shareholder, trustee, member, or beneficiary of any concern; the term concern" meaning any corporation, association, trust, partnership, firm, person, or other entity other than this corporation.
ARTICLE V
Officers
Section 1 - Officers of the corporation shall be a president, vice president, secretary/clerk, treasurer, and such other officers as may be elected with the provisions of this article. Only members of the association, having paid dues in full, shall be eligible for election to such office. No one person may hold more than one office at the same time.
Section 2 - Officers shall be elected at the annual meeting of the members. Each officer shall hold office for one year and until his or her successor is elected, unless he or she resigns or is disqualified.
Section 3 - A vacancy in any office because of death, resignation, disqualification, or otherwise, may be filled by appointment of the Board of Directors, for the unexpired portion of the term.
Section 4 - President. The president shall be the principal (executive) officer of the association and shall lead, supervise and control the business and affairs of the association. The president shall preside at all meetings of the members and of the Board of Directors.
Section 5 - Vice President. In the absence of the president, or in the event of the president's inability to act, or upon a majority vote of the Board of Directors in the event the president refuses 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 the restrictions upon the president. The vice president shall perform such other duties as from time to time may be assigned to him by the president or by the Board of Directors.
Section 6 - Treasurer. If required by the Board of Directors, the treasurer shall give bond for the faithful discharge of his 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 association from any source whatsoever and shall deposit all such monies in the name of the association in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article X of these by-laws; and in general perform all the duties incident to the office of treasurer and such others from time to time may be assigned to him by the president or by the Board of Directors.
Section 7 - Secretary/Clerk. The secretary/clerk 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 and contributor; shall serve as clerk of the corporation; and in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the president or by the Board of Directors.
Section 8 - A managing director may be elected annually by a majority vote of the Board of Directors and shall serve at its pleasure at a rate of compensation to be set annually. If elected, a managing director shall direct and control all the business and affairs of the association under the policy direction and supervision of the president and the Board of Directors.
ARTICLE VI
Board of Directors
Section 1 - A Board of Directors shall manage the property business and affairs of the association. The president, vice president, treasurer and secretary shall, upon election and qualification, automatically be members of the Board of Directors.
Section 2 - The number of directors shall be at least five and no more than nine. Only members of the association shall be eligible for election to the Board of Directors. Insofar as possible, the directors shall be geographically representative of the Spectacle Pond community and shall represent a cross-section of the interests of the members.
Section 3 - Directors shall be elected at the annual meeting of the members to serve a maximum of four one year terms in the same position. No director shall be eligible for re-election to a fifth term in the same position, until he or she shall have been out of office for at least one year.
Section 4 - An annual meeting of the Board of Directors shall be held immediately after and at the same place as, the annual meeting of the members. The Board of Directors may select the time and place for the holding of regular meetings of the board.
Section 5 - Special meetings of the Board of Directors may be called by or at the request of the president or any four directors by giving notice of the date, time, places and purpose of such meeting to all directors at least two days in advance of such meeting.
Section 6 - A majority or 3 members of the Board of Directors (including either the president or vice president), whichever shall be the lesser shall constitute a quorum for the transaction of business at any meeting of the board.
Section 7 - Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the board; but nothing herein contained shall be construed to preclude any director from serving the association in any other capacity and receiving compensation therefore.
Section 8 - The Board of Directors may fill any vacancy occurring in the Board of Directors. A vacancy may be declared whenever any member of the Board of Directors fails to attend three consecutive regular meetings of the board. Removal of said director to create the vacancy shall be made only upon the vote of at least two thirds of the directors and voting at a subsequent meeting providing further that the director to be removed is notified in writing of such action at least 10 days prior to the meeting at which the removal is to take place. A director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office.
Section 9 - Any individual not a board member but serving as chairperson of a committee of the Board of Directors, shall be considered an ex-officio member of the board for the period of his appointment as a committee chairperson. An ex-officio member of the board is not a voting member and does not automatically participate in all board deliberations.
Section 10 - All board meetings shall be always open to members of the association who wish to attend. Such members are responsible for contacting the Secretary to ascertain the location, and time of the board meeting they wish to attend. Attending members may only participate in discussion at a particular board meeting if it is so voted by the board at that meeting (i.e. they are invited to participate. They may always listen.)
ARTICLE VII
Committees
Section 1 - At least sixty days prior to the annual meeting of the members, the Board of Directors shall appoint three members of the association to serve as a nominating committee, designating one person as chairperson of the committee. The committee shall meet, at the call of the chairperson, to prepare a list of nominees to fill vacancies in the offices and on the Board of Directors occurring in the current year The committee shall furnish such list to the Board of Directors at least thirty days in advance of the annual meeting, and the report of the nominating committee shall be included in the notice of the annual meeting sent to the members of the association.
Section 2 – The standing committees shall be "audit" and "telephone" and other such committees as needed by the association. Other committees may be created by resolution of the Board of Directors. Except as otherwise provided in such resolution, members of each committee shall be members of the association and shall be appointed by the president. One member of each committee shall be appointed chairperson. Any member may be removed from a committee at the direction of the president or by a majority vote of the Board of Directors whenever the best interests of the association shall be served by such removal.
ARTICLE VIII
Meetings
Section 1 - The annual meeting of the members shall be held in January of each year at the office of the association, or at such other time and place as the Board of Directors may select, for the purpose of electing officers and directors and for the transaction of such other business as may come before the meeting. The annual report shall be prepared and submitted to the Secretary of the Commonwealth by November 1 each year.
Section 2 – There will be no regularly scheduled meetings other than the annual meeting.
Section 3 – A special meeting of the members may be called by the president and shall be called upon the written request of the Board of Directors or of seven or more members.
Section 4 - Notice stating the place, day and hour of any special meeting of members must be sent to the members not less than ten or more than forty-five days before the date of such meeting by or at the direction of the president or the secretary, or persons calling the meeting. The purpose or purposes for which the meeting is called shall be stated in the notice. The telephone committee may contact members in lieu of mailing if necessary.
Section 5 - At general meetings, seven members entitled to vote shall constitute a quorum.
ARTICLE IX
Dues/Contributions
Section 1 - The Board of Directors may by resolution establish rates of annual dues for the various classes of membership. In addition to or instead of establishing annual dues, the Board of Directors may solicit contributions.
ARTICLE X
Checks, Deposits, and Funds
Section 1 - The Board of Directors may authorize any officer or officers, agent or agents of the association in addition to the officers as authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the association, and such authority may be general or confined to specific instances.
Section 2 - All checks, drafts, or orders for the payment of money notes, or other evidences of indebtedness issued in the name of the association, shall be signed by such officer or officers, agent or agents of the association and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, the treasurer of the association shall sign such instrument.
Section 3 - All funds of the association shall be deposited from time to time to the credit of the association in such banks, trust companies or other depositories as the Board of Directors may select.
Section 4 - The Board of Directors may accept on behalf of the association any contribution, gift, bequest or devise for the general purposes or for any special purpose of the association,
ARTICLE XI
Books and Records
The association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and committees, and shall keep at the principal office a record giving names and addresses of the members entitled to vote and of the contributors. All books and records of the association may be inspected by any member for any proper purpose at any reasonable time.
ARTICLE XII
Amendments to the By-laws
The by-laws may be amended by a 50% vote of the membership present or by special absentee ballot at any business meeting, providing that written or electronic notice has been given to the membership at least 14 days in advance of the meeting.
ARTICLE XIII
Parliamentary Authority
Roberts Rules of Order, Newly Revised, shall govern the proceedings of this association in all cases not provided for in these by-laws or standing rules.
STANDING RULES
OF THE
LITTLETON AND AYER SPECTACLE POND ASSOCIATION