Bylaws of the Corporation
Article I: ARTICLES OF ORGANIZATION
Section 1. The name, location of principal office and purposes of the corporation shall be as set forth in the Articles of Organization; and these bylaws, the powers of the corporation and of its directors and members, and all matters concerning the conduct and regulation of the affairs of the corporation shall be subject to such provisions in regard thereto, if any, as are set forth in the Articles of Organization; and the Articles of Organization are hereby made a part of these bylaws.
Section 2. All references in these bylaws to the Articles of Organization shall be construed to mean the Articles of Organization of the corporation as from time to time amended.
Article II: PURPOSE
The purposes of this corporation shall be;
(a) to assist in and promote the preservation of the rural character of the Town of Boxborough and to promote the conservation and protection of natural resources of the Town of Boxborough, including marshes, swamps and other wetlands, woodlands, agricultural lands and open spaces, and the animal and plant life thereon, and the conservation of land areas of historical and geological significance;
(b) to preserve and maintain buildings, monuments, structures, and geologic features of conservation, historical, educational or scientific significance located in the Town of Boxborough for the benefit, education and enjoyment of the general public;
(c) to promote outdoor education and training and other out-of-door activities and for general public outdoor recreation and enjoyment, and sound conservation practices;
(d) to engage in and encourage others to engage in the scientific study of, and to educate the general public regarding plants, animals, birds and other wildlife, natural, historical, and geological features of the Town of Boxborough;
(e) to acquire by gift, purchase or otherwise, real property and personal property, both tangible and intangible, of every sort and description, including conservation, historical, and agricultural restrictions, and to use such property in such manner as the board of directors deem most appropriate to carry out such purposes, including the sale of land or interests in land for limited development purposes; provided, revenue thereof shall be used for the benefit of the general public and for the conservation, historical, educational and scientific purposes for which the corporation is formed, and no part of the net earnings of the corporation shall inure to the benefit of any private individual.
(f) to solicit, collect, receive, and otherwise raise funds by way of gifts, contributions, subscriptions, or other means consistent with the law and the purposes of this organization as well as to engage in other charitable purposes lawful in this Commonwealth of Massachusetts.
Article III: MEMBERSHIP
Section 1. There shall be voting members and nonvoting members of the corporation. The voting members shall be those members designated and qualified who have attained the age of eighteen years and who are residents of the town of Boxborough. The nonvoting members shall be those members otherwise designated.
Section 2. The initial members of the corporation shall be those individuals listed in the Articles of Organization. Thereafter, there shall be three designations of members of the corporation: Regular, Charter, and Honorary.
Section 3. Regular Members. Regular Members shall consist of any Boxborough resident who pays the annual membership dues and shall be entitled to attend and vote at all meetings of the members during the year for which such dues are paid. The board of directors may in their discretion determine that any contribution to the Trust shall be considered as payment of annual dues.
Section 4. Charter Members. Charter Membership is an honorary title to be applied to those persons otherwise qualifying as Regular Members who contributed $500 or more to the Trust anytime up to seven days after the second annual meeting. Charter Members as such shall have no rights or privileges other than those which they may have as Regular Members.
Section 5. Honorary Members. The board of directors may designate persons or groups of persons as friends of the corporation, advisors, or such other honorary title as they deem appropriate. Persons or groups of persons so designated by the board, and approved by the members at the Annual Meeting, shall, except as the board shall otherwise determine, serve in an honorary capacity. In such capacity they shall have no right to notice 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 6. Dues. Dues for the fiscal year shall be established by the directors who may develop different categories of membership and dues. Until the first annual meeting Regular Membership dues shall be as follows: Individual: Ten Dollars ($10.00), Family: Twenty Dollars ($20.00).
Article IV: MEETINGS OF THE MEMBERS
Section 1. Place. All meetings of the members shall be held at such place within or outside Massachusetts as named in the call.
Section 2. Annual Meeting of the Members. The Annual Meeting of the members shall be held in March and shall be called by the president, treasurer, clerk or any director. In the event the annual meeting is not held on that date, a special meeting in lieu of the annual meeting may be held with all the force and effect of an annual meeting. Purposes for which an annual meeting is to be held in addition to those prescribed by law or by these bylaws may be specified by the board of directors and shall be stated in the notice.
Section 3. Special Meeting. A special meeting of the members may be requested by the president or by any director, and shall be called by the clerk, or in the case of the death, absence, incapacity or refusal of the clerk, by any other officer, upon written application or any member of members entitled to vote thereat. In case none of the officers is able and willing to call a special meeting, the superior court, upon application of said member or members entitled to vote thereat, shall have jurisdiction in equity to authorize one or more of such members to call a meeting by giving such notice as is required by law.
Section 4. Notice. Written notice of each meeting of the members, stating the place, day, and hours, and the purposes for which the meeting is to be held shall be sent to each member by the Clerk at least fourteen days before the meeting, such notice addressed to the member’s last known address. Notice of meetings of members shall be given in like manner to non-voting members, but failure to give notice of a meeting to any non-voting member shall not affect the validity of such meeting or of any action, otherwise lawful, taken thereat.
Section 5. Quorum. The number of voting members present at a meeting of the members shall constitute a quorum for the transaction of business. A majority of the voting members present at a meeting shall, except where a larger vote is required by law or by these bylaws, decide any question brought before the meeting.
Article V: OFFICERS AND DIRECTORS
Section 1. Enumeration. The corporation shall have a board consisting of no less than six (6) and not more than fifteen (15) directors, including the officers of the corporation, who shall have the powers and duties of a board of directors under Massachusetts law.
Section 2. Founding Directors. The founding directors shall be the individuals listed in the Articles of Organization. The founding directors shall hold office until the 1999 annual meeting of the members. Thereafter the terms of the founding directors shall be for one, two, or three years, and so arranged that the terms of approximately one third of the all the directors will expire each year. Successor directors or additional directors shall be elected by the members at the Annual Meeting.
Section 3. Directors. The term of office for all directors shall be three years. The members may, by vote of a majority of the membership, elect from time to time additional directors of the corporation.
Section 4. Removal or Resignation of Directors. Directors may be removed from office at any time with or without cause by a majority vote of the directors then in office or by a majority vote of the members. Any director may resign at any time by giving his or her resignation in writing to the president, treasurer, clerk or any other director of the corporation.
Section 5. Officers. The officers of the corporation shall be a president, treasurer, and clerk. The initial officers shall be those persons named as officers in the Articles of Organization, and who shall hold office until the 1999 Annual Meeting. Thereafter, the directors at their annual meeting shall elect from among themselves a president, treasurer, and clerk, who shall hold office from year to year until the next annual meeting of directors and their respective successors are elected and qualified.
Section 6. Other Officers. The directors also may at any time elect such other officers as they shall determine. Such officers do not need to be directors.
Section 7. Removal or Resignation of Officer. An officer may be removed from his or her respective office with or without cause by vote of a majority of the directors then in office. Any officer may resign at any time by giving his or her resignation in writing to the president, treasurer, clerk, or director of the corporation.
Section 8. Vacancies. Continuing directors may act despite a vacancy or vacancies in the board and shall for this purpose be deemed to constitute the full board. Any vacancy in the board of directors, however occurring, including a vacancy resulting from the enlargement of the board, may be filled by the directors, unless previously filled by the members in the election of the directors. Vacancies in any office may be filled by the directors.
Section 9. No Right to Compensation. Unless the directors in their discretion provide for compensation, no director or officer of the corporation shall receive any compensation from the corporation for services as such officer or director but may be reimbursed for reasonable expenses actually and necessarily incurred in performing duties as such, except where a right to receive compensation shall be expressly provided in a duly authorized written agreement with the corporation.
No former director or officer, shall have any right to any compensation as such director or officer for any period following his resignation or removal, or any right to damages on account of such removal, whether his compensation be by the month or by the year or otherwise.
Article VI: MEETINGS OF THE BOARD OF DIRECTORS
Section 1. Place. Meetings of the board of directors shall be held in such place within or without Massachusetts as may be named in the notice of such meeting.
Section 2. Annual and Regular Meetings of the Board of Directors. The annual meeting of the board of directors shall be held each year immediately after and at the place of the annual meeting of the members at which the board is elected. In the event the annual meeting of the board of directors is not held on such date, a special meeting in lieu of the annual meeting may be held with all the force and effect of any annual meeting. Regular meetings may be held at such times as the directors may fix.
Section 3. Special Meetings. Special meetings of the board of directors may be called by the president or any other two directors at other times throughout the year.
Section 4. Notice. No notice need be given for a regular or annual meeting of the Board of Directors. Forty-eight hours’ notice by mail, e-mail, telephone or word of mouth shall be given for a special meeting unless shorter notice is necessary under the circumstances as determined by the officer or director calling the meeting. A notice or waiver of notice need not specify the purpose of any special meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him 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 or her.
Section 5. Quorum for Meeting of Board of Directors. A majority of the directors then in office shall constitute a quorum, but a smaller number may adjourn finally or from time to time without further notice until a quorum is present. If a quorum is present, a majority of the directors present may take any action on behalf of the board except to the extent that a larger number is required by law, the articles of organization or this bylaws.
Article VII: POWERS AND DUTIES OF DIRECTORS AND OFFICERS
Section 1. Directors. The directors shall be responsible for the general management and supervision of the business and affairs of the corporation except with respect to those powers reserved to the members by law, the articles of organization, or these bylaws. The board of directors may from time to time, to the extent permitted by law, delegate any of its powers to officers or committees, subject to such limitations as the board of directors may impose.
Section 2. President. The president shall be the chief executive officer of the corporation and as such shall have charge of the affairs of the corporation subject to the supervision of the board of directors and shall preside at all meetings at which he or she is present. The president shall also have such other powers and duties as customarily belong to the office of president or as may be designated from time to time by the board of directors.
Section 3. Treasurer. The treasurer shall be the chief financial and accounting officer of the corporation and shall be in charge of its financial affairs, funds, securities, and valuable papers and shall keep full and accurate records thereof. The treasurer shall have such other duties and powers as designated by the board, and shall be in charge of the corporation’s book of accounts and accounting records and of its accounting procedures.
Section 4. Clerk. The clerk shall maintain a current list of all categories of members and shall keep a record of all meetings of the directors and members. The clerk shall also prepare and submit all necessary reports to the state and federal government and report on correspondence and membership.
Section 5. Other Officers. Other officers shall have such powers as may be designated from time to time by the Board of Directors.
Article VIII. INDEMNIFICATION OF DIRECTORS AND OTHERS
Section 1. Definitions. For purposes of this Article VII: (a) “Director/officer” means any person who is serving or has served as a Director, officer or employee or other agent of the Corporation appointed or elected by the Board of Directors or the members of the Corporation, who is serving or has served at the request of the Corporation as a Director, officer, trustee, principal, partner, member of a committee, employee or other agent of any other organization, or in any capacity with respect to any employee benefit plan of the Corporation or any of its subsidiaries; (b) “Proceeding” means any action, suit or proceeding, whether civil, criminal, administrative or investigative, brought or threatened in or before any court, tribunal, administrative or legislative body or agency, and any claim which would be the subject of a Proceeding; (c) “Expense” means any fine or penalty, and any liability fixed by a judgment, order, decree or award in a Proceeding, any amount reasonably paid in settlement of a Proceeding and any professional fees and other disbursements reasonably incurred in connection with a Proceeding. The term “Expense” shall include any taxes or penalties imposed on a Director/officer with respect to any employee benefit plan of the Corporation or any of its subsidiaries.
Section 2. Right to Indemnification. Except as limited by law or as provided in Sections VII.3 and VII.4 of this Article VII, each Director/officer (and his heirs and personal representatives) shall be indemnified by the Corporation against any Expense incurred by him in connection with each Proceeding in which he is involved as a result of his serving or having served as a Director/officer.
Section 3. Indemnification not Available. No indemnification shall be provided to a Director/officer with respect to a Proceeding as to which it shall have been adjudicated that he did not act in good faith in the reasonable belief that his action was in the best interests of the Corporation, or, to the extent that such Proceeding relates to service with respect to an employee benefit plan, in the best interests of the participant or beneficiaries of such employee benefit plan.
Section 4. Compromise or Settlement. In the event that a Proceeding is compromised or settled so as to impose any liability or obligation on a Director/officer or upon the Corporation, no indemnification shall be provided as to said Director/officer with respect to such Proceeding if such Director/officer shall have been adjudicated not to have acted in good faith in the reasonable belief that his action was in the best interests of the Corporation, or, to the extent that such Proceeding relates to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan.
Section 5. Advances. The Corporation shall pay sums on account of indemnification in advance of a final disposition of a Proceeding upon receipt of an undertaking by the Director/officer to repay such sums if it is subsequently established that he is not entitled to indemnification pursuant to Sections VII.3 and VII.4 hereof, which undertaking may be accepted without reference to the financial ability of such person to make repayment.
Section 6. Not Exclusive. Nothing in this Article VII shall limit any lawful rights to indemnification existing independently of this Article VII.
Section 7. Insurance. The provisions of this Article VII shall not limit the power of the Board of Directors to authorize the purchase and maintenance of insurance on behalf of any Director/officer against any expense incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such expense under this Article VII.
Section 8. Amendment. The provisions of this Article may be amended or repealed by the members; however, no amendment or repeal of such provisions which adversely affects the rights of a Director/officer under this Article with respect to his acts or omissions prior to such amendment or repeal shall apply to him without his consent.
Article IX: FISCAL YEAR
The fiscal year of the Corporation shall be January 1 through December 31.
Article X: COMMITTEES
Section 1. Standing Committees. The Standing Committees of this corporation shall include a Nominating Committee. The members of the Nominating Committee shall be appointed by the board of directors two months prior to the Annual Meeting. At the Annual Meeting, the Nominating Committee shall present a list of candidates for nomination to the Board of Directors and shall propose the number of directors for the next year.
Section 2. Other Committees. Other committees can be established as the need arises by the Board of Directors.
Article XI: PROPERTY AND DISSOLUTION
If the corporation is dissolved, all its property not needed for the payments of its debts and expenses shall be transferred to one or more organizations that engage in activities related to land acquisition and the preservation of natural resources and that qualify for exemption under Section 501(c)(3) of the Internal Revenue Code of 1996. The Board of Directors shall select the organization to which such transfer or conveyance is made and shall determine how the property is apportioned among them. In the absence of such a selection or determination by the board, it may be made by a court having jurisdiction.
Article XII: AMENDMENTS
These By-laws may be amended at the annual meeting of the members by a two-thirds vote of the members present and voting.