BY-LAWS OF PASCOMMUCK CONSERVATION TRUST, INC.
As Amended February 27, 2001, As Amended February 21, 2006
The name of this organization shall be the Pascommuck Conservation Trust, Inc.
1. The purposes for which this organization is formed are: To promote the restoration, conservation, wise development and use of the natural resources of the area in and around the Town of Easthampton; to protect and conserve fish and wildlife, farmland, forests and other plant life, water resources and soils; to promote and encourage water and air pollution abatement; to promote and encourage an understanding among the citizens of Easthampton of the need for such conservation; to encourage scientific investigations and research to aid the accomplishment of the above purposes; to help promote, through coordination and integration, those activities of other agencies and organizations having an interest in the natural resources of the watershed which are truly in the public’s interest.
2. Said Corporation is organized exclusively for charitable, educational, and scientific purposes as defined in Section 501(c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), including, for such purposes, the making of distributions to organizations that qualify as exempt organizations thereunder. The purposes of the Corporation shall include power and authority to acquire and preserve natural resources, farmland, and wildlife areas for the use and enjoyment of present and future generations, to preserve and protect historic sites, to educate the public about the wise use of natural resources, and to work with other organizations having similar purposes. To accomplish these purposes, the Corporation may solicit, receive and borrow, with or without security, real and personal property, including funds, by way of gifts, contributions and subscriptions, and administer, hold, convey transfer, disburse, lend and sell the same. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributed to, its members, trustees, officers, or other private persons. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, except as permitted under the Internal Code as amended, 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 of public office. Notwithstanding any other provision of these Articles, the Corporation shall not carry on any activities not permitted to be carried by a corporation exempt from Federal Income Tax under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
1. Any individual who provides in writing adequate identification and a mailing address to the Treasurer may become a member of any particular membership class upon contribution to the corporation, of the amount of dues then current for that particular class of member.
2. Membership classes and dues shall be established and may be altered by majority vote of the Board of Directors.
3. The Board of Directors, by affirmative vote of two-thirds of all Members of the Board, may suspend or expel a Member, including a Life Member, for cause. Any Member can resign by filing a written resignation with the Clerk.
Meeting of Members
1. The members of the Corporation shall consist of those who subscribe to its purposes, and pay dues in their appropriate membership category, such categories to be determined by the Board of Directors.
2. All members shall be entitled to vote at any annual, regular, or special meeting of the Corporation. Each member shall have one vote and each organization which is a member shall designate a person to vote for it at any meeting of the Corporation.
3. Any member of the Corporation may have his or her membership terminated for conduct unbecoming a good citizen or violating any of the By-laws of the Corporation, at a hearing ordered by a majority vote of the members of the Board of Directors. There must, however, be a majority of members of the entire Board who vote for such termination of membership.
4. The Annual Meeting of the members of the Corporation shall be held during the first quarter of each year. A report shall be submitted by the Board of Directors on the activities and business of the Corporation during the preceding calendar year. This shall include a report of the financial transactions and condition of the Corporation. All Members shall be given adequate advance notice of the Annual Meeting. Notice may be given in any reasonable manner as determined by the Board of Directors. Directors shall be elected to succeed the group of Directors whose terms expire.
5. A special meeting of the members of the Corporation may be called at any time by the Board of Directors. At least fourteen days prior to such meeting, notice setting forth the purpose of such meeting shall be given by the Clerk to each member of the Corporation entitled to vote. Notice may be given in any reasonable manner as determined by the Board of Directors.
6. At any annual, regular, or special meeting of the Corporation, ten members shall constitute a quorum for the transaction of business.
Board of Directors
1. The Board of Directors shall exercise all the corporate power of the Corporation. They shall control and manage all of the property, business and affairs of the Corporation.
2. The Board of Directors shall consist of not more than twenty-one regularly elected members. The Directors nominated for election at each Annual Meeting of the Corporation shall be elected by vote of the members present, and shall serve for the duration of the term for which elected or until their successors shall qualify.
3. At the first meeting of the Board of Directors held after the adoption of these By-laws, the Board shall classify its membership into three groups as follows:
One-third of the members of the Board who shall serve for a term of one year, or until their successors are duly elected;
One-third who shall serve for a term of two years, or until their successors are duly elected; and
One-third who shall serve for a term of three years, or until their successors are duly elected.
In the event of an increase in the number of Directors or other election of a new or replacement member of the Board of Directors, the term of any new Director shall be established by the Secretary in order that as far as possible the terms of one-third of the Directors shall expire each year, so that at each subsequent Annual Meeting, one third of the Directors shall be elected to serve for a period of three years, or until their successors are duly elected.
4. The Board of Directors shall meet as often as it considers necessary to transact the business of the Corporation. In addition the Board of Directors shall meet within 30 days of the annual meeting to elect officers. Officers shall be elected by a majority of the Board of Directors voting. Meetings may be called by the President, by the Clerk, or by any two Directors. Notice of the date, time, place and purpose of such meeting shall be given to all Directors at least three (3) days in advance of such meeting. Unless otherwise specified in the notice, any and all business may be transacted at any meeting of the Board. A majority of the currently serving members of the Board of Directors shall constitute a quorum. The President, or in his or her absence the Vice-President, shall preside at all meetings of the Board of Directors. In the event of the absence of both the President and the Vice-President, any other Director, elected by the members of the Board of Directors for that purpose, may preside at said meeting. Any action by the Board of Directors may be taken without a meeting, by unanimous written consent of all currently serving Directors.
5. The Board of Directors shall have the control and management of the affairs, business and property of the Corporation. In addition to exercising all the power conferred upon them as set forth by these by-laws, the Board of Directors may exercise all the powers of the Corporation, and do all such lawful acts and things as are not by statute or by these by-laws divested or required to be exercised or done by the Members. Without limiting its general power, the Board of Directors shall have the following powers and duties:
1. Supervision of the various activities of the Corporation.
2. The determination of membership dues.
3. The approval of any proposed changes in the by-laws before such said changes shall be submitted to the members for action.
4. The filling of all vacancies in the personnel of Directors or Officers in the event of any such vacancy. Directors and Officers elected to fill a vacancy shall serve until the next annual meeting of the members.
1. The officers of the Corporation shall be a President, a Vice-President, a Treasurer, and a Clerk, all of whom shall be Members. The officers shall be elected annually by the Board of Directors.
2. Except as otherwise provided in Section 5 of this Article, in case of the absence or inability to act of an officer, the President may appoint a Member to perform the duties of such officer during such absence or inability to act.
3. A vacancy in anyoffice because of death, resignation, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. The officers may be removed, without cause, at any time by majority vote of the Board of Directors.
4. The President shall be the principal executive officer of the Corporation and shall, in general, supervise and control all of the business and affairs of the Corporation. He or she shall preside at all meetings of the Members. He or she may sign, with the Treasurer or any other proper officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these by-laws or by statute to some other officer or agent of the Corporation; and in general he or she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
5. In case of the absence or inability to act of the President, or by express delegation of the President, the Vice-President may assume the responsibilities of the President until such time as the absence or inability of the President ceases or the period specified by the President terminates, and during such period the Vice-President shall perform the duties normally assigned to the President. The Vice-President shall have such other duties as may from time to time be assigned by the President or Board of Directors.
6. If required by the Board of Directors, the Treasurer shall give bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine. He or she shall have charge and custody of, and be responsible for all funds and securities of the Corporation; receive and give receipt for moneys due and payable to the Corporation from any source whatsoever, and deal with the funds of the Corporation in accordance with the provisions set forth in Article IX of these by-laws; and in general perform all of the duties incident to the office of Treasurer and such other duties as may from time to time be assigned to him or her by the President or the Board of Directors.
7. The 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 given in accordance with the provisions of these by-laws or as required by law; be custodian of the corporate records and the seal of the Corporation and see that the seal of the Corporation be 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 bylaws; keep a register of the post office address of each Member and contributor which shall be furnished to the Treasurer by such Member and contributor; and in general perform all such duties incident to the office of Clerk; and such other duties as may from time to time be assigned to him or her by the President or by the Board of Directors.
Election of Directors
1. A majority of ballots cast shall be necessary for election as a Director at the annual meeting. In the event no candidate receives a majority on the first ballot, there shall be a second ballot between the two candidates receiving the greatest number of votes. In the event that there is more than one Director, other than the Clerk or Treasurer, to be elected and the number of nominees exceeds the number of Directors to be elected, each vacancy shall be filled successively by separate election.
2. Unless objected to by a motion from the floor, elections shall be by voice vote. A floor motion will result in an election by written ballot.
3. Nominations for office may be made at the annual meeting by any Member in good standing.
1. Committees may be designated by resolution adopted by a majority of directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be members of the Corporation, and the President of the Corporation shall appoint the members thereof. Any Member thereof may be removed by the person or persons authorized to appoint such Member whenever the best interest of the Corporation shall be served by such removal.
2. One member of each committee shall be designated by said committee to be chairman of said committee.
Contracts, Checks, Deposits, and Funds
1. The Board of Directors may authorize any officer or officers, agent or agents of the Corporation in addition to the officer so 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 Corporation and such authorization may be general or confined to specific instances.
2. All checks, drafts or orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as from time to time shall be determined by the Board of Directors. In the absence of such determination by the Board, such instrument shall be signed by the Treasurer of the Corporation.
3. All funds of the Corporation shall be deposited and/or invested from time to time in such securities, mutual funds, banks, trust companies, or other manner as the Treasurer, subject to the direction of the Board of Directors, shall select.
4. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation.
Books and Records
The Corporation 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 a record giving the names and addresses of the members entitled to vote. All books and records of the Corporation may be inspected by any Member, or his or her agent or attorney for any proper purpose at any reasonable time.
The fiscal year of the Corporation shall begin on the first day of January, and end on the last day of December in each year unless otherwise designated by the Board of Directors.
The Corporation shall have a seal consisting of a circular die bearing the words, Pascommuck Conservation Trust, Inc. Easthampton, Mass, 1982. The Board of Directors may change the form of the seal and inscription at any time.
Publications and reports bearing the Corporation’s name shall be issued under the supervision of the Board of Directors. Any material concerning the activities of the Corporation or of any of its committees which is prepared for publication, shall be approved by the Board of Directors if such publication or report represents directly or indirectly, the opinion or policy of the Corporation.
Amendments to By-laws
Provided that Article II shall not in any way be contravened, these by-laws may be altered, amended, or replaced and new by-laws may be adopted by a two-thirds majority of the Members present at the annual meeting or at any special meeting of the Members, if at least ten (10) days written notice is given of intention to alter, amend, or repeal, or to adopt new by-laws at such meetings and such notice shall specify the language of the proposed change.
Upon dissolution of the Corporation, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the Corporation, dispose of all assets of the Corporation, subject to such restrictions or conditions as the Board may deem appropriate to serve the Corporation’s purposes as laid out in its Articles of Organization, to any one or more of the following:
(i) the United States government, (ii) the Commonwealth of Massachusetts, (iii) political subdivisions of said Commonwealth, (iv) agencies of the foregoing and (v) organizations organized and operated exclusively for charitable, educational, or scientific purposes which shall at the time qualify as exempt organizations under Section 501 (c) (3) of the Internal Revenue code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). Any such assets not so disposed of shall be disposed of by the Superior Court of the County in which the principal office of the Corporation is then located in keeping with the purposes laid out in the Articles of Organization of the Corporation.