BY LAWS – AS REVISED NOVEMBER 13, 2021
THE ALLEN’S POND ASSOCIATION, INC.
Section 1. NAME, PURPOSES, LOCATION, CORPORATE SEAL AND FISCAL YEAR
Name and Purposes. The name of the corporation shall be Allen’s Pond Association, Inc. The purposes of the corporation shall be to preserve and protect the fragile ecology of Allen’s Pond and its watershed in Dartmouth, Massachusetts by preventing pollution therein and the obstruction of its tidal flow, by supporting educational and research activities relating to its ecology and by encouraging the propagation of marine and estuarine species, plants and wildlife within it..
1.2 Location. The principal office of the corporation shall initially be located at 1167 Russell’s Mills Road, South Dartmouth, MA 02748. The Board of Directors may change the location of the principal office in The Commonwealth of Massachusetts effective upon filing a certificate with the Secretary of the Commonwealth.
1.3 Corporate Seal. The Board of Directors may adopt and alter the seal of the corporation.
1.4 Fiscal Year. The fiscal year of the corporation shall, unless otherwise decided by the Board of Directors, end on December 31 in each year.
Section 2. MEMBERS
2.1 Definition, Tenure and Qualification. Any person who - for whatever reason – has a compelling interest in the welfare of Allen’s Pond, may become a member by duly applying for membership and paying dues. Categories of membership, and dues for each category, may be set from time to time by the Board of Directors. Each member shall serve so long as he remains current in the payment of dues or until he sooner dies or resigns.
2.2 Powers and Rights. In addition to the right to elect directors and officers as provided in Sections 4.2 and 5.2 and such other powers and rights as are vested in them by law, the articles of organization or these by-laws, the members shall have such other powers and rights as the Board of Directors may designate
2.3. Resignation. A member may resign by delivering his written resignation to the President, Treasurer or Secretary of the corporation, or to a meeting of the members or of the Board of Directors. Such resignation shall be effective upon receipt (unless specified to be effective at some other time), and acceptance thereof shall not be necessary to make it effective unless it so states.
2.4. Annual Meeting. The annual meeting of the members shall be held on such a date during the month of June and at such location as shall be determined annually by the Board of Directors.
If an annual meeting is not held as herein provided, a special meeting of the members may be held in place thereof with the same force and effect as the annual meeting, and in such case, all references in these by-lays, except in this Section 2.4, to the annual meeting of the members shall be deemed to refer to such special meeting. Notice of any such special meeting shall be given as provided in Section 2.7.
2.5. Regular Meetings. Regular meetings of the members may be held at such places and at such times as the Board of Directors may determine.
2.6 Special Meetings Special Meetings. Special meetings of the members may be held at any time and at any place. Special meetings of the members may be called by the President or by the Board of Directors and shall be called by the Secretary, or in the case of the death, absence, incapacity, or refusal of the Secretary, by any other officer, upon written application of ten present (10%) or more of the members.
2.7 Notice. Notice of the annual meeting of members and of all regular and special meetings of members shall be given in writing or by email to every member at least ten days in advance of such meetings by mailing such notice to the last address of record of the members. The meetings are allowed to be on Zoom. The purpose of the meeting need not be stated in such notice except if amendments to these by-lays are to be considered.
2.8. Quorum At any meeting of the members thirty percent (30%) of the then members (whether in person or by proxy) shall constitute a quorum.
2.9. Action by Vote. Each member shall have one vote. When a quorum is present at any meeting, a majority of the votes properly cast by members present in person or duly represented shall decide any question, including amendment of these by-lays or election to any office, unless otherwise provided by law, the articles or organization or these by-laws.
2.10. Action by Writing. Any action required or permitted to be taken at any meeting of the members may be taken without a meeting if written notice of the proposed action is sent to all members and a majority of the members entitled to vote on the matter consent to the action in writing and the written consents are filed with the records of the meetings of the members. Such consents shall be treated for all purposes as a vote at a meeting.
2.11. Presence Through Communications Equipment. Unless otherwise provided by law or the Articles of Organization, the members may participate in a meeting of the members by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.
2.12. Proxies. Members may vote either in person or by written proxy dated not more than six months before the meeting named therein which proxies shall be filed before being voted with the Secretary or other person responsible for recording the proceedings of the meeting.
Section 3. SPONSORS, BENEFACTORS, CONTRIBUTORS, ADVISORS, FRIENDS OF THE CORPORATION
The Board of Directors may designate certain persons or groups of persons as sponsors, benefactors, contributors, advisers or friends of the corporation or such other title as they deem appropriate. Such persons shall serve in an honorary capacity and, except as the Board of Directors shall otherwise designate, shall in such capacity have no right to notice of or to vote at any meeting, shall not be considered for purposes of establishing a quorum, and shall have no other rights or responsibilities.
Section 4. BOARD OF DIRECTORS
4.1. Officers. The officers enumerated in Section 5.2 shall automatically be directors.
4.2. Other Directors: Number and Election. The number of directors (other than the officers) for each year shall be fixed annually by the Board of Directors. The members annually at their annual meeting shall elect a sufficient number of directors to bring the total to the figure selected by the Board of Directors.
4.3 Tenure. Each director (other than an officer) shall be elected for a term of three years, or until he sooner dies, resigns or is removed: provided that directors may be elected for a one year or two-year term as necessary or appropriate in order to achieve the objective of having the terms of approximately one-third of the directors (who are not also officers) expire annually.
4.4 Powers. The directors shall establish policy, goals and programs for the corporation and shall periodically review the implementation of such policies, goals and programs. The directors shall approve the annual budget and shall also have such other powers and rights as are vested in them by law or these by-laws.
4.5. Removal. A director who is not also an officer may be removed by the affirmative vote of two-thirds (2/3) of the directors then in office.
4.6. Resignation. A director may resign by delivering his written resignation to the President, Treasurer or Secretary of the corporation, or to a meeting of the members or the Board of Directors. Such resignation shall be effective upon receipt (unless specified to be effective at some other time) and acceptance thereof shall not be necessary to make it effective unless it so states.
4.7. Vacancies. Any vacancy in the Board of Directors, other than a vacancy caused by the death, resignation, or removal of an officer (which shall be filled in accordance with Section 5.10 below) may be filled by the Board of Directors. Each successor shall hold office for the unexpired term or until he sooner dies, resigns, or is removed. The Board of Directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number.
4.8 Regular Meetings. Regular meet ings of the Board of Directors may be held at such places and at such times as the directors may determine.
4.9 Special Meetings. Special meetings of the Board of Directors may be held at any time and at any place when called by the President or by three or more directors.
4.10. Notice.
(a) Notice of Meetings. Notice of all meetings of the Board of Directors shall be given in writing mailed to the directors’ last addresses of record or by telephone to every director at least five days in advance of such meeting. The purpose of the meeting need not be stated in such notice except if amendments to these by-laws, removal of a director or officer, or the filling of a vacancy in any of the above offices is to be voted upon.
(b) Waiver of Notice. Whenever notice of a meeting is required, such notice need not be given to any director if a written waiver of notice, executed by him (or his attorney thereunto authorized) before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. A waiver of notice need not specify the purposed of the meeting unless such purposes were required to be specified in the notice of such meeting.
4.11. Quorum. At any meeting of the directors, fifty percent (50%) of the directors then in office shall constitute a quorum.
4.12. Action by Vote. When a quorum is present at any meeting, a majority of the directors present and voting (whether present in person or by proxy) shall decide any question, unless otherwise provided by law, the Articles of Organization, or these by-laws.
4.13. Action by Writing. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all the directors consent to the action in writing and the written consents are filed with the records of the meetings of the directors. Such consents shall be treated for all purposes as a vote at a meeting.
4.14. Presence Through Communications Equipment. Unless otherwise provided by law or the articles of organization, members of the Board of Directors may participate in a meeting of such board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.
Section 5. OFFICERS AND AGENTS
5.1. Number and qualifications. The officers of the corporation shall be a President, Treasurer, Secretary, and such other officers, if any, as the Board of Directors may determine and elect.
5.2. Election. The President, Treasurer, Secretary shall be elected annually by the members at their annual meeting. Such officers may be elected from among the nominees put forward by the Board of Directors or from any nominees or offers of amendments from the floor without the 30 days notice period. This does not affect the requirement that such “from the floor” motions have support from ten (10) people for nominations and twenty (20) people for amendments. Nominations may be put forward in writing signed by at least ten (10) members, which writing shall be presented to the Secretary at least thirty (30) days prior to the annual meeting of the members.
5.3. Tenure. The officers enumerated in Section 5.2 above shall each hold office until the next annual meeting of the members, or in each case until he or she sooner dies, resigns, or is removed.
5.4. President. The President shall be the chief executive officer of the corporation and subject to the direction on the Board of Directors, shall have charge of carrying out the policies of the corporation. The President shall oversee the internal administration of the corporation and shall report regularly on the activities of the corporation to the Board of Directors.
5.5 Treasurer. The Treasurer shall be the chief financial officer and the chief accounting officer of the corporation. The treasurer shall be in charge of the financial affairs, funds, securities and valuable papers of the corporation, shall keep full and accurate records thereof; shall prepare the annual budget for approval by the Board of Directors; and shall have such other duties and powers as designated by the Board of Directors or the President. The shall also be in charge of the corporation’s books of account and accounting records, Treasurer and of its accounting procedures.
5.6 Secretary. The Secretary or his or her delegate shall record and maintain records of all proceedings of the members and directors in a book or series of books kept for that purpose. If the Secretary or his or her delegate is absent from any meeting of members or directors, a Temporary Secretary chosen at the meeting shall exercise the duties of the Secretary at the meeting.
5.7 Removal. Any of the officers enumerated in Section 5.2 above may be removed by the affirmative vote of two-thirds (2/3) of the directors then in office.
5.8 Resignation. An officer may resign by delivering his written resignation to the President, Treasurer or Secretary of the corporation, or to a meeting of the members or the Board of Directors. Such resignation shall be effective upon receipt (unless specified to be effective at some other time), and acceptance thereof shall not be necessary to make it effective unless it so states.
5. 9 Vacancies If the office of any officer enumerated in Section 5.2 above becomes vacant, the Board of Directors may elect a successor. Each such successor shall hold office for the unexpired term, or in each case until he sooner dies, resigns, or is removed.
Section 6. EXECUTION OF PAPERS
Except as the Board of Directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks drafts and other obligations made, accepted or endorsed by the corporation shall be signed by the President of the Treasurer.
Any recordable instrument purporting to affect and interest in real estate, executed in the name of the corporation by the President and the Treasurer shall be binding on the corporation in favor of a purchaser or other person relying in good faith on such instrument notwithstanding any inconsistent provisions of the articles of organization, by-laws, resolutions, or votes of the corporation.
Section 7. PERSONAL LIABILITY
The members, directors and officers of the corporation shall not be personally liable for any debt, liability or obligation of the corporation. All persons, corporations or other entities extending credit to, contracting with or having any claim against, the corporation, may look only to the funds and property of the corporation for the payment of any debt, damages judgment or decree, or of any money that may otherwise become due or payable to them from the corporation.
Section 8. AMENDMENTS
These by-lays may be altered, amended, or repealed in whole or in part by the members acting any any annual, regular or special meeting. Any proposed amendment must be either recommended by the Board of Directors or submitted to the Secretary at least thirty (30) days prior to the next meeting of the members by a writing signed by at least twenty (20) members.