BY LAWS
of
FRIENDS OF MARY CUMMINGS PARK, Inc.
Section I
1.1 The purpose of the corporation is to help keep Mary Cummings Park, situated in Burlington and Woburn, Massachusetts, forever open as a public park and playground; to promote recreation consistent with the historic uses of the park; to promote protection of wildlife habitat and watershed; and to actively seek and hold land or easements in its environs for this purpose.
1.2 The principal office of the corporation in the Commonwealth of Massachusetts shall initially be located at 101 Middlesex Turnpike, Burlington, Massachusetts. The directors may change the location of the principle office effective upon filing a certificate with the Secretary of the Commonwealth.
1.3 The directors may adopt and alter the seal of the corporation.
1.4 The fiscal year of the corporation shall end on December 31 in each year unless otherwise decided by the directors.
1.5 Historic uses are defined as public gardens and support buildings, day camps, existing ball field, RC Flyers, hiking and other non-motorized passive recreational uses.
Section II
2.1 The membership shall be open to all persons who have an interest in pursuing the stated purpose of the organization and who have paid annual dues.
2.2 Dues are assessed annually and are set by the Board of Directors.
2.3 Members shall have the right to elect officers and directors as provided in Section 4 and to amend by laws and to dissolve the corporation except that for members joining after December 31, 2007, a period of 2 months must elapse after the time of joining before the member is eligible to vote.
2.4 An annual meeting of the members shall be held near Mary Cummings Park, in either Burlington or Woburn, Massachusetts on the first Monday in April at a place and time designated by the directors for the purpose of electing officers and directors and for the transaction of such other business as may come before the meeting. No change from the date fixed in these by laws for the annual meeting shall be made less than 21 days before the date stated herein. If the annual meeting and/or election of directors and officers is not held as designated herein, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as may be conveniently scheduled.
2.5 A regular meeting time and place in Burlington or Woburn, Massachusetts will be set by the officers at the annual meeting. Notification of this schedule will be made to the members.
2.6 Special meetings of the members may be held at any time and at any place in Burlington or Woburn, Massachusetts. Such meetings may be called by the president, a director, and by the clerk or any other officer upon written petition of three or more members. Notice of special meetings shall specify the business to be transacted and shall be given to each member.
2.7 Except as otherwise expressly provided herein, notice of the time and place of each meeting shall be sent to each member: by mail or email, at least 2 days before the meeting, or by telephone or in person, at least 1 day before the meeting.
2.8 Ten members or 2/3 of the directors shall constitute a quorum for the transaction of business.
2.9 Each member shall have 1 vote. When a quorum is present, a majority of the votes properly cast shall decide any question, including election to any office.
Section III
The 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 directors shall otherwise designate, shall have no right to notice of or to vote at any meeting nor shall they be counted towards establishing a quorum.
Section IV
4.1 At each annual meeting, the members shall fix the number of directors. The number of directors so fixed must be at least three, of whom will be the president, treasurer and clerk. Each director shall hold office until his/her successor is elected and qualified, or until he/she resigns, is removed or becomes disqualified. In the event of a vacancy, the vacancy shall be filled at a special meeting held within thirty days of the vacancy. Each director must be a member.
4.2 The affairs of the corporation shall be managed by its Board of Directors, each of whom shall be members of the corporation. It shall have the power and authority to manage the property of the corporation, to regulate and govern its affairs, to determine polices and changes therein, to act as necessary to carry out the objectives of the corporation, to perform such other functions as the membership may direct within the limits of the by laws of the corporation.
4.3 A regular meeting time and place in Burlington or Woburn, Massachusetts will be set by the directors for directors meetings. Notification of this schedule will be made to all directors and to all members. Regular directors meetings will be open to all members. No call or notice for directors meetings will be required other than the aforementioned notification of the schedule of directors meetings.
4.4 Special meetings of the directors may be held at any time and place in Burlington or Woburn, Massachusetts at the request of the president or any two directors with two days written or email notice or 1 day telephone or in person notice.
4.5 Any director may be removed with cause by vote of two thirds of the directors then in office. A director may be removed with cause only after reasonable notice and opportunity to be heard at a regular or special meeting of the directors.
4.6 A majority of the Board of Directors shall constitute a quorum for the transaction of business at any directors meeting. If less than a majority is present, a majority of those present may adjourn the meeting. When a quorum of directors is present at a directors meeting, a majority of those present shall decide a question except as provided in section 4.5 of the by laws.
Section V
5.1 The officers of the corporation shall be a president, treasurer and clerk and such other officers, if any, the directors may determine. The president, treasurer and clerk will be directors. The clerk will be a resident of Massachusetts.
5.2 The president, treasurer and clerk shall be elected annually by the members at their annual meeting. Other officers, if any, may be elected by the members at that same time. All officers shall have a one year term of office.
5.3 The president shall be the chief executive officer of the corporation and, subject to the directors, shall have general charge and supervision of the affairs of the corporation. The president shall preside at all meetings of membership and directors and shall serve as ex officio member of all committees and sub committees except the Nominating Committee. The president shall recommend courses of action consistent with corporate goals to the directors. The president, together with the treasurer, shall sign all contracts or other legal instruments as authorized by the directors. The president may sign checks drawn upon corporate funds in the absence of the treasurer.
5.4 The vice president, if any, shall have such duties and powers as the directors shall determine. In the absence or withdrawal of the president, all of the duties and obligations of the president shall be assumed by the vice president.
5.5 The clerk shall record and maintain records of all proceedings of the members and directors in a book or series of books kept for that purpose, which book or books shall be kept within the principal office of the corporation or at the office of its clerk and shall be open at all reasonable times to the inspection of any member. Such book or books shall also contain records of all meetings of incorporators and the original, or attested copies, of the articles of organization and by laws and names of all members and directors and the address of each. If the clerk is absent from any meeting of members or directors, a temporary clerk shall exercise the clerk's duties.
5.6 The treasurer shall be the chief financial and accounting officer of the corporation. He/she shall be in charge of its financial affairs, funds, securities and valuable papers and shall keep full and accurate records thereof. The treasurer shall receive and disburse monies due from and payable to the corporation from any source and shall deposit all such monies received in the name of the corporation in banks or other depositories selected for this purpose.
5.7 Any officer may be removed with cause by vote of two-thirds of the directors then in office. An officer may be removed with cause only after reasonable notice and opportunity to be heard at a regular or special meeting of the directors.
Section VI
Standing, special committees and subcommittees of the corporation may be established by the directors and shall be responsible to the directors which will delegate such powers and functions to them as the directors find desirable for the conduct of the corporation's business.
Section VII
Except as the 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 or by the treasurer.
Section VIII
8.1 A nominating committee for each election of officers and directors shall be appointed by the directors no later that two months prior to the annual meeting. This committee shall be composed of five members, no one of whom shall be a director but one of whom shall be a former officer or member of the previous nominating committee, with the exception of the initial year of the corporation.
8.2 The nomination committee shall present candidates for the positions of directors, president, clerk, treasurer and any other officers determined necessary by the directors.
8.3 The report of the nominating committee shall be sent to members at least 30 days before the annual meeting. Further nominations, accompanied by written acceptance of the nominee may be entered by petition of five members and shall be filed with the nominating committee at least 15 days before the annual meeting. The report of the nominating committee shall be offered for the approval of the membership at the annual meeting.
8.4 If, upon the close of nominations, there is more than one candidate for any officer position or more than one candidate for any one director position, election will be by secret ballot at the annual meeting. The person receiving the largest number of votes shall be elected to each office and director positions shall be filled in the order of votes received. Only members present at the annual meeting may participate in such elections and no person may be elected to serve in more than one capacity with the exception of officers as noted in the by laws.
Section IX
These by laws may be amended by a majority vote of the members present at a members meeting for which there is a quorum, provided that the text of the proposed amendment has been presented to membership prior to a vote.
Section X
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 such contract or claim, or 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 XI
The corporation may petition for dissolution by mail vote of its membership, the ballots to be mailed not more than 30 days after any annual meeting having a quorum, at which a majority of members present vote that it no longer meets the needs of the membership. If 2/3 of the mail ballots returned within 15 days of mailing favor dissolution, the petition shall be submitted to the directors who shall dissolve the corporation.
In the event of dissolution, all of the remaining assets and property of the corporation shall after necessary expenses thereof be distributed to such organizations as shall qualify under section 501(c)(3) of the Internal Revenue Code of 1954, as amended, or to another organization to be used in such manner as in the judgment of Justice of the Supreme Judicial Court of the Commonwealth of Massachusetts will best accomplish the general purposes of this corporation.