Articles of Organization
As amended and adopted at a general meeting November 13, 2021
1 . Name: The Allen’s Pond Association, Inc.
2. Purpose: To preserve and protect the fragile ecology of Allen’s Pond and its watershed in Dartmouth, Massachusetts by preventing the obstruction of its tidal flow by the periodic re-opening of the channel and by supporting other measures to ensure the pond’s health as a natural ecosystem.
3. Members: A Corporation may have one or more classes of members. The designation of such classes, the manner of election or appointments, the duration of membership, and the qualifications and rights, including voting rights, of the members of each class, may be set forth in the by-laws of the corporation or may be set forth below: Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the business entity, or of its directors or members , or of any class of members, are as follows: NONE
4. The corporation shall have the following powers in furtherance of its corporate purposes:
(a) The corporation shall have perpetual succession in its corporate name.
(b) The corporation may sue and be sued.
© The corporation may have a corporate seal which it may alter at pleasure.
(d) The corporation may elect or appoint directors, officers, employees and other agents, fix their compensation and define their duties and obligations.
(e) The corporation may purchase, receive or take by grant, gift, devise, bequest or otherwise, lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal in and with, real or personal property, or any interest therein, wherever situated, in an unlimited amount.
(f) The corporation my solicit and receive contributions from any and all sources and may receive and hold, in trust or otherwise, funds received by gift or bequest.
(g) The corporation may 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.
(h) The corporation may 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.
(i) The corporation may make contracts, give guarantees and incur liabilities, borrow money at such rate 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.
(j) The corporation may 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.
(k) The corporation may do business, carry on its operations, and have offices and exercise the powers granted by Massachusetts General Laws, Chapter 180. In any jurisdiction within or without the United States, although the corporation shall not be operated for the primary purpose of carrying on for profit a trade or business unrelated to its tax exempt purposes
(l) The corporation may pay pensions, establish and carry out pension, savings, thrift and other retirement and benefit plans, trusts and provisions for any or all of its directors, officers and employees.
(m) The corporation may make donations in such amounts as the members or directors shall determine, 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; provided that, as long as the corporation is entitled to exemption from federal income tax under Section 501©(3) pf the Internal Revenue Code, it shall make no contribution for other than religious, charitable, scientific, testing for public safety, literary, or educational purposes or for the prevention of cruelty to children or animals.
(n) The corporation may be an incorporator of other corporations of any type or kind.
(o) The corporation may be a partner in any business enterprise which it would have poser to conduct by itself.
(p) The directors may make, amend or repeal the by-laws in whole or in part, except with respect to any provision thereof which by law or by the by-laws requires action by the members.
(q) Meetings of the members may be held anywhere in the United States.
(r) The corporations shall, to the extent legally permissible and only to the extent that the status of the corporation as an organization exempt under Section 501 ©(3)pf the Internal Revenuse Code is not affected thereby, indemnify each of its directors and officers (including persons who serve at its request as directors, officers or trustees 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 an officer or thereafter, by reason of his being of having been such a director or officer 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 reasonabnle 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 or officer, pursuant to a consent decredd or otherwise, no indemnification either for said payment or for any other expense shall be provided unless such compromise shall be approved as in the best interests of the corporation, after notice that it involvs such indemnification: (a) by a disinterested majority of the directors then in office; or(b) 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 or officer appears to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation; or (c) 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 or officer 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 director or officer to repay the amounts so paid to the corporation if it is ultimately determined that indemnification is not authorized thereunder. The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any director or officer may be entitled. Nothing contained herein shall affect any rights to indemnification to which corporate personnel other than directors or officers may be entitled by contract or otherwise under law. As used in this paragraph, the terms “directors”and “Officers” include their respective heirs, executors and administrators, and an “interested” director or member is one against whom in such capacity the proceeding in question or another proceeding on the same or similar grounds is then pending
(s) No person shall be disqualified from holding any office by reason of any interest. In the absence of fraud, any director, officer, or member of this corporation individually, or any individual having any interests in any concerns in which any such directors, officers, members, or individuals have any interest, may be a party to, or may be pecuniarily or otherwise interested in, any contract, transaction, or other acts of this corporation, and
(1) such contract, transaction, or act shall not be in any way invalidated or otherwise affected by that fact;
(2) 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
(3) 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;
Provided, however, that any contract, transaction or act in which any director or office of this corporation is so interested individually or as a director, officer, trustee or member of any concern which is not a subsidiary or affiliate of this corporation, or in which any directors or in which any directors or officers are so interested as holder, collectively, of a majority of shares ofcapital stock or other beneficial interest at the time outstanding in any concern which is not a subsidiary or affiliate of this corporation, shall be dule authorized or ratified by a majority of the directors who are not so interested and to whom the nature of such interest has been disclosed and who have made any findings required by law:
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; and
The phrase “subsidiary or affiliate” meaning a concern in which a majority of the directors, trustees, partners or controlling persons is elected or appointed by the directors of this corporation, or is constituted of the directors or officer of this corporation.
To the extent permitted by law, the authorizing or ratifying vote of a majority of each class of members of this corporation entitled to vote for directors at any annual meeting or a special meeting duly called bfor the purpose (whether such vote is passed before or after judgment rendered in a suit with respect to such contract, transaction or act) shall validate any contract, transaction or act of this corporation, or of the board of directors or any committee thereof, with regard to all members of this corporation, whether or not members at the time of such vote, and with regard to all creditors and other claimants under this corporation; provided, however, that
With respect to the authorization or ratification of contracts, transactions or acts in which any of the directors, officers or members of this corporation have an interest, the nature of such contracts, transactions or acts and the interest of any director, officer or member therein shall be summarized in the notice of any such annual or special meeting, or in a statement or letter accompanying such notice and shall be fully disclosed at any such meeting;
The members so voting shall have made any findings required by law;
Member so interested may vote an any such meeting except to the extent otherwise provided by law; and
Any failure of the members to authorize or ratify such contract, transaction or act shall not be deemed in any way to invalidate the same or to deprive this corporation, or its directors, officers or employees of its or their right to proceed with such contract, transaction or act.
No contract, transaction or act shall be avoided by reason of any provision or provisions of this paragraph (s) which would be valid but for such provision or provisions.
(t) No part of the assets of the corporation and no part of any net earnings of the corporation shall be divided among or inure to the benefit of any officer or director of the corporation or any private individual or be appropriated for any purposes other than the purposes of the corporation as herein set forth; and no substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting , to influence legislation except to the extent that the corporation makes expenditures for purposes of influencing legislation in conformity with the requirements of Section 501 (h) of the Internal Revenue Code; 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. It is intended that the corporation dshall be entitled to exemmmmmmption from federal income tax under Section 501 ©(3) of the Internal Revenue Code and shall not be a private foundation under Section 509(a) of the Internal Revenue Code.
(u) Upon the liquidation or dissolution of the corporation, after payment of all of the liabilities of the corporation or due provision therefor, all of the assets of the corporation shall be disposed of to one or more organizations ezempt from federal income tax under section 501©(3) of the Internal Revenue Code.
(v) In the event that the corporation is a private foundation as that term is defined in Section 509 of the Internal Revenue Code, then notwithstanding any other provisions of the articles of organization or the by-laws of the corporation, the following provision shall apply:
The directors shall distribute the income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code.
The directors shall not engage in any act of self dealing as defined in Section 4941© of the Internal Revenue Code; nor retain any excess business holdings as defined in Section 4943© of the Internal Revenue Code; nor make any investments in such manner as to incur tax liability under Section 4944 of the Internal Revenue Code; nor make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.
(w) The corporation shall have and may exercise all powers necessary for which the corporation is formed; provided, however, that no such power shall be exercised in a manner inconsistent with Massachusetts General Laws, Chapter 180 or any other chapter of the General Laws of The Commonwealth of Massachusetts; and provided, further, 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 Section501 ©(3)of the Internal Revenue Code.
(x) All references herein: (i) to the Internal Revenue Code shall be deemed to refer to the Internal Revenue Code of 1954, as now in force or hereafter amended; (ii) to the General Laws of The Commonwealth of Massachusetts, or any chapter thereof, shall be deemed to refer to said General Laws or chapter as now in force or hereafter amended; and (iii) to particular sections of the Internal Revenue Code or the General Laws of The Commonwealth of Massachusetts shall be deemed to refer to similar or successor provisions hereafter adopted.
6. Effective date:Date of filing or a specified later date.
7a. Address: 1167 Russells Mills Road, South Dartmouth, Massachusetts 02748
7b. Officers:
President: John Putnam Powel , 1167 Russell’s Mills Rd, S. Dartmouth, MA 02748
Treasurer: Duncan Scott, Ricketson’s Point, S. Dartmouth, MA 02748
Clerk/Secretary: Betsy Powel, 1167 Russell’s Mills Rd, S. Dartmouth, MA 02748
Kate Dabney, 794 Horseneck Rd., S. Dartmouth, MA 02748
7c. Directors: John Putnam Powel, 1167 Russells Mills Rd, S. Dartmouth, MA 02748
Duncan Scott, Ricketson’s Point, S. Dartmouth, MA 02748
Betsy Powel, 1167 Russells Mills Rd., S. Dartmouth, MA 02748
Kate Dabney, 794 Horseneck Rd., S. Dartmouth, MA 02748
Robert Carney, 359 Old Westport Rd, N. Dartmouth, MA 02747
Frederick Dabney, 794 Horseneck Rd., S. Dartmouth, MA 02748
Nonnie Hood, 279 Jordan Rd.,S. Dartmouth, MA 02748
David Cyr, Stonebridge Dishes. Box 218, Main St, Adamsville, RI 0280 1
D Lloyd Macdonald, 36 Barney’s Joy Rd., S. Dartmouth, MA 02748
Burney Gifford, 814 Horseneck Rd, S. Dartmouth, MA 02748
7d. Fiscal year ends December 31st.
7e. Date of Annual Meeting: Such date during the month of June as shall be determined by the Board of Directors.