Section 1. All interested persons may become members and shall be
considered members upon payment of dues.
Section 2. Classes of membership, if any, shall be determined by the
Board of Directors.
Section 3. Annual Dues, in a schedule corresponding to the classes of
membership, shall be as determined from time to time by the Board of Directors.
Section 1. The general management and control of the affairs, funds and
property of the Corporation, whether owned, loaned or leased to or by the
Corporation, shall be vested in a Board of eighteen (18) to twenty-one (21)
Directors, who shall have powers as Directors, elected as provided in Article
V. The Directors shall be selected from the membership.
Section 2. The term of office for each Director shall be three years.
A Director’s tenure shall be limited to two consecutive regular terms in
office. Thereafter, he or she shall not be reelected until at least one year shall
have passed since his or her last service. Service for an uncompleted,
unexpired term to which a Director may initially have been selected shall not
be considered a regular term within the meaning of this section. Any years
served by a Director as an officer of the corporation up to three years shall
not be counted as part of the two consecutive regular terms in office.
Section 3. The Officers of the Corporation shall be the President, Vice
president, Treasurer and Secretary with powers as Clerk. All officers
shall be elected for terms of one year at the first meeting of the Board of
Directors following the Annual Meeting. Only Directors are eligible for
election as officers.
Section 4. The duties of the Officers are:
The President shall preside at all meetings of the Corporation and shall act as
chairman of the Board of Directors. He or she shall perform such duties
as usually pertain to such office, as well as those assigned by the Board of
Directors. He or she shall be Chairman of the Executive Committee.
The Vice President shall perform such duties as the Board of Directors may
assign. In the absence of the President, he or she shall perform the
duties of the President.
The Treasurer shall be responsible for the receipt and disbursement of all
funds, for the maintenance of proper financial records and for monitoring
compliance with the budget. He or she shall present current statements of
receipts and expenditures at all regular meetings of the Board of Directors and
at the Annual Meeting of the Corporation.
The Secretary, who shall be a resident of Massachusetts, shall issue the Call
to and keep a record of all meetings of the members and the Board of Directors.
Copies of the minutes of all meetings of the members and all meetings of the
Board of Directors shall be sent to Directors promptly and shall be available
for inspection by members of the Corporation. The Secretary shall perform
such other duties as may be assigned to him or her by the Board of Directors.
Section 5. Any Officer or Director who feels he or she can not carry out
the duties of that office shall notify the President of his resignation in
writing. Any Officer or Director who proves unable to carry out the
duties of his or her office may be removed by a two-thirds (2/3) vote of the incumbent Board of Directors.
Section 6. There shall be standing committees of, and responsible to,
the Board of Directors. The President shall appoint the Chairman of these
standing committees from the membership of the Board. Each Chairman shall
then propose the number of members and the person to serve on his or her
committee, for the approval of the Board. The membership of standing
committees need not be limited to members of the Board. The names of the
Chairmen of the standing committees shall be published to the membership
promptly upon appointment.
The standing committees are:
A. The Executive Committee, which shall be composed of
the officers of the Corporation and up to three (3) other Directors, elected
annually by the Directors. The Executive Committee may be convened by the
President to consider matters of policy or particular urgency and to report in
writing accordingly to the Board of Directors.
B. The Finance Committee, which shall be
responsible for the custody of all funds of the Corporation, financial planning
and the preparation of the annual budget. It shall be responsible for the
planning and execution of campaigns and other activities to raise capital
and/or operating funds for the Corporation. It is authorized to invest,
sell and reinvest the monies and securities of the Corporation within policy
guidelines established by the Board of Directors. It shall report
regularly to the Board of Directors on the status of all invested funds.
The Treasurer shall be a member of the Finance Committee.
C. The Membership Committee, which shall be
responsible for encouraging membership in the Corporation and overseeing the
maintenance of a current roster of members.
D. Education and Program Committee, which shall
develop programs, award grants to local schools for projects that promote
education about the Bay, sponsor research and conduct educational efforts in
the interest of good environmental protection in and around Pleasant Bay.
It shall follow up on programs sponsored and conducted by FOPB, to
evaluate, and to promote maximum benefit from completed programs; and in the
case of recurring programs, make suggestions for improvement.
E. Communications Committee,
which shall be responsible for overseeing Board authorized communication with
the membership and general public by: the publication of the newsletter, any
manuscripts, documents, books, guides, or other publications; communication via
electronic media, e.g., a web site; and
the general publicity of the Corporation. It shall advise the Board of Directors regarding the
marketability of suggested projects, and shall make recommendations for new
types of publications.
Section 7. The President may appoint additional ad hoc
committees for specific purposes. The Board may establish additional
standing committees as the need arises.
Section 1. An Annual Meeting of the members of the Corporation shall be
held at a time and place in Barnstable County, Massachusetts to be determined
by the Board of Directors.
Special meetings of the members may be called by the Board of Directors at any
time and shall be called upon by written request of twenty-five (25)
members.
All members whose dues have been paid shall be advised of the place, date, time
and purpose as such meetings by the Secretary at least three weeks in advance
and may vote at such meetings. each adult member shall have one vote. An
adult member is one of legal voting age in Massachusetts.
Twenty-five (25) members shall constitute a quorum for the transaction of
business at such meetings, but if a quorum is not present when the meeting is
called to order, a simple majority of those present shall have the power to
adjourn the meeting to a future date.
Section 2. The Board of
Directors shall meet as soon as practical after the Annual Meeting for
organizational purposes and thereafter at least every two months throughout the
year. The Board shall meet on call from the President or from three Directors.
Unless a greater proportion is required by law, a quorum for the
transaction of business shall consist of a majority of incumbent Directors.
Section 3. Any action required or permitted to be taken at a
meeting of the Board of Directors may be taken without a meeting if all
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 the meeting of directors.
Section 4. Meetings of the Board of Directors shall be open to
members of the Corporation, but the President may at any time in his or her
discretion declare an executive session of the Board. In such case, the purpose
of an executive session shall be declared. Except for specific decisions which
may be reached, all matters discussed and opinion expressed within the Board
during an executive session shall be considered confidential but minutes shall
be kept.
Section 5. Directors shall be expected to attend scheduled
meetings of the Board and the Committees on which they serve.
Section 6. Standing committees and any ad hoc committees
shall meet on call from their respective chairmen or from the President as
frequently as necessary in each individual committee to prepare reports and
recommendations for the regular meetings of the Board of Directors.
Section 7. Roberts Rules of Order shall govern procedures in all
meetings of the Directors, committees and membership if questions are raised
concerning procedures.
Section 8. No director shall vote on any action which might be
specifically beneficial to him/her or persons close to him/her.
Section 1. The election of Directors shall take place at the Annual Meeting of
Members of the Corporation, up to seven (7) members to be elected each year for
three year terms and others elected as needed to fill unexpired terms, all to
serve in accordance with Article III, Section 2.
Section 2. In the event of a
vacancy which occurs between annual meetings, the Directors may appoint a
qualified individual to serve until the next Annual Meeting. Such appointment
shall not be considered a regular term within the meaning of Article III,
section 2.
Section 3. The election of a
Nominating Committee also shall take place at the Annual Meeting of members of
the Corporation. Five members shall be elected each year to bring to the
next Annual Meeting two slates of candidates, one for the Board of Directors
and the other for the next Nominating committee. The Nominating Committee
shall consist of five members, two of whom shall be Directors who shall serve
two year overlapping terms and three members of the Friends who shall serve one
year terms, but may serve for two years. Persons who have served as
Directors may serve on the Nominating Committee. The Nominating Committee
shall elect its own Chairman.
At the first meeting of the Board of Directors following the Annual Meeting of
Members, the same Nominating Committee which presented a slate of candidates
for that Board shall then also appear and present a slate of candidates for
officers of the Corporation. Only Directors are eligible for election as
officers, and the Secretary shall be a resident of Massachusetts.
Section 4. The names and qualifications of candidates to be proposed by
the Nominating Committee for the Board of Directors and the names only of the
candidates for the next Nominating Committee shall be announced in the
Secretary’s Call to the Annual Meeting at least three weeks in advance. The Secretary’s Call may be issued through a
Newsletter, separate mailing, or posted on the website.
Additional names and qualifications of candidates for the Board of Directors and names only of candidates for
the Nominating committee may be nominated by petition carrying the signatures
of at least twenty-five (25) members. Such petitions must be filed with
the Nominating Committee with sufficient lead time to be included in the Secretary¹s
Call to the Annual Meeting. Such candidates shall be indicated in the
Call as petition candidates. Individual members may make nominations from the
floor.
Section 5. In elections at annual and special meetings, candidates
receiving the largest number of votes for the position designated are elected.
Section 6. The election of officers from the membership of the Board of
Directors shall take place at a meeting of the Board as soon as practical after
the Annual Meeting of Members, generally not more than two months later. A
simple majority vote of Directors present and voting shall constitute election
to office.
Section 1. The fiscal year of the Corporation shall be from July 1st to
June 30th.
Section
1. Upon dissolution of the
Corporation, the Board of Directors shall, after paying or making provision for
the payment of all liabilities of the Corporation, dispose of all the assets of
the Corporation exclusively for the purposes of the Corporation in such manner
or to such organization or organizations as are operated exclusively for
environmental, scientific or educational purposes and shall at the time qualify
as an exempt organization or organizations under Chapter 501 (c) (3) of the
Internal Revenue Code of 1954 (or the corresponding provisions of any future
United States internal revenue law) as the Directors shall determine. Any
of such assets not so disposed of shall be disposed of by the Probate Court of
the County of Barnstable with the consent of the Attorney General of the
Commonwealth of Massachusetts exclusively for such purposes or to such
organization or organizations which are organized and operated exclusively for
such purposes as said Court shall determine.
The corporation shall indemnify and hold harmless each Director and Officer
from and against any and all claims and liabilities to which he shall become
subject by reason of having been a Director or Officer of the Corporation or by
reason of any action alleged to have been taken or omitted by him as such
Director or Officer and shall reimburse each such Director or Officer for all
legal and other expenses reasonably incurred by him in connection with any such
claims or liability provided, however, that no such Director or Officer shall
be indemnified against nor be reimbursed for any expenses incurred by him in
connection with any claim arising out of his own intentional or willful
misconduct. The rights accruing to any Director or Officer under the
foregoing provisions of the Article shall not exclude any other rights to which
he may be lawfully entitled nor shall anything herein contained restrict the
right of the Corporation to indemnify or reimburse such Director in any proper
case even though not specifically herein provided for. The Corporation
and its Directors and Officers shall be fully protected in taking any action or
making payment under this Article or in refusing to do so in reliance upon
advice of counsel. The Corporation may purchase and maintain insurance on
behalf of the person to be indemnified.