Dudley Pond Association By Laws

Revised April 29, 2003

 Article I:  Name, Location, and Tax Status

The name of the organization shall be the Dudley Pond Association, Inc. (DPA), located in Wayland, Massachusetts.

As a Great Pond, Dudley Pond is governed by the laws of the Commonwealth of Massachusetts and the Town of Wayland. 

DPA is a tax-exempt organization under Section 501 (c) (3) of the Internal Revenue Code. 

Article II:  Purposes

The purposes of DPA shall be to:

As per Section 501(c) (3) of the Internal Revenue Code, the corporation may not attempt to influence legislation as a substantial part of its activities and shall not participate at all in campaign activities for or against any political candidate.

The corporation shall not carry on any other activities prohibited by Sections 501(c) (3) or Section 170(c) (2) of the Internal Revenue Code, or the corresponding section(s) of any future Federal tax code.

Article III:  Membership

Any individual 16 years of age or older may become a voting member of the Association.  Voting membership is established when the annual membership dues are paid.  Each membership entitles the member to one vote, provided that dues have been paid at least sixty days prior to the date on which a vote is taken.  Dues paid on or after October 1st will be credited to the following calendar year.

The amount of the annual dues shall be recommended by the Executive Board on or before the date of the fall general membership meeting and must be ratified at a general or special membership meeting by majority vote of the voting members present. Such dues become effective the following January 1st.

Categories of voting membership are as follows:

Article IV:  Voting Procedure

All issues voted on by the membership shall be decided by a simple majority vote of the voting members present at a general or special membership meeting unless specified otherwise elsewhere in these bylaws. No proxy votes, either written or verbal, shall be accepted on any issue.

Article V:  General and Special Membership Meetings

There shall be two regular general business meetings of the Association during each calendar year, one in April and one in October. Dates for these meetings shall be set by the Executive Board.

Special meetings of the Association may be called by the Executive Board.  Individual members may ask the Executive Board to call a special meeting.

The dates and agendas for all membership meetings shall be announced in the town newspaper and/or by using best efforts to contact the membership at least fourteen (14) days prior to the date of the designated meeting.

A quorum for all membership meetings shall be twenty (20) voting members, in addition to the Executive Board members present.

Article VI:  Provisions to Conduct Corporate Business

Section 1:  Executive Board

The Executive Board shall consist of all officers and Standing Committee chairpersons.  All members of the Executive Board must be paid members in good standing.  The Executive Board shall meet at least once per calendar month. Three (3) officers must be present to constitute a quorum. Members in good standing are welcome to attend but not vote at Executive Board meetings.

The first Executive Board meeting following the Annual Spring Meeting shall be attended by both outgoing and incoming members of the Board for the purpose of effecting an orderly transition.  The new Executive Board members assume office upon the adjournment of this meeting.

The Executive Board shall approve by a majority vote all decisions, including, but not limited to, the appointment of committee members.

Section 2. Financial Management

The Executive Board shall prepare an annual budget for all planned expenditures, for both general operations and projects for the following calendar year.  The budget may be modified and must be approved by the membership at the Fall meeting. 

Unbudgeted expenditures:

No asset of the corporation shall inure to the benefit of, or be distributed to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II hereof. 

Upon dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c) (3) of the Internal Revenue Code or the corresponding section of any future tax code.  Specifically, all assets will be donated to the Conservation Commission of the Town of Wayland.  If that choice is not available, then assets will be distributed for the purpose of furthering the maintenance and upkeep of Dudley Pond. Assets will be distributed by decision of the Executive Board.

Section 3 - Officers

The officers of the Association shall be President, First Vice President, Second Vice President, Secretary and Treasurer. 

a) Election and Term.

The Nominations Committee will produce a slate of proposed officers willing to serve.  Additional nominations and their seconds will be accepted from the floor during the Annual Spring Meeting.

The Association's officers shall be elected for a one-year term at the Annual Spring Meeting by a plurality of the voting members present.  Officers shall assume their duties upon adjournment of the first Executive Board Meeting following the Annual Spring Meeting.

b) Responsibilities

President:  Presides over membership and Executive Board meetings; supervises the business of the Association; appoints, subject to the approval of a majority of the Executive Board; all committee members; represents and speaks for the Association in community matter. The President may delegate these duties as appropriate.

First Vice President:  Assists the President in the execution of his/her duties and assumes the duties of the President in his/her absence.

Second Vice President:  Assists the President in the execution of his/her duties and assumes the duties of the President or First Vice President in his/her absence.

Treasurer:  Directs the preparation of the Annual Budget; maintains the Association's financial records and bank accounts, collects membership dues, pays bills and delivers the Treasurer's report to the membership at the Annual Spring and Fall meetings; reports all expenditures at the Executive Board meetings works in concert with the Membership Committee to maintain a list of all active and inactive members.

Secretary:  Maintains a written record of all discussions and votes at all meetings and executes official correspondence of the Association; maintains the official files of the Association for safekeeping.

c) Succession

If the President's office is vacated, the First VP shall fill the vacancy for the remainder of term.  The second Vice President will replace the first Vice President.  Any other vacancies will be filled by appointment by the President to complete the unexpired term of office.

d) Removal

Any officer may be removed from office for cause by majority vote of the attending members of the Executive Board. If the vote is for removal, the aggrieved party has the option of taking the matter to a general or special membership meeting. A 2/3 majority vote of the voting members present is required to remove the officer.

Section 4:  Committees

All persons serving on any committee must be members in good standing with all dues paid.  There shall be Standing Committees and, as the need arises, Ad Hoc Committees, to carry out appropriate functions of the Association.

Committee chairpersons are elected by majority vote of the members of the committee.  Nominees for chairpersons must themselves be committee members.

a) Standing Committees

Standing Committees may be created or eliminated by majority vote of the membership at an Annual Spring or Fall Meeting.  There shall, however, always be Communications, Membership and Nominations Standing Committees.

The Communications Committee shall be responsible for publicizing meetings, issues and events.  This Committee shall also be responsible for providing notice of all membership meetings, as required by Article V of the Bylaws.

The Membership Committee, in concert with the Treasurer, shall maintain an accurate list of all members, both active and inactive. 

The Nominations Committee shall present a slate for the election of the officers to the membership at the Annual Spring Meeting.  This Committee is responsible for the implementation of the nomination procedure.  This Committee shall consist of at least one and up to three (3) members. No officer can be a member of the Nominations Committee. 

b) Ad Hoc Committees

Other committees of an ad hoc nature may be appointed by the Executive Board when necessary. Chairpersons of ad hoc committees may be asked by the Board to attend membership meetings to report on their progress and/or findings.

Article VII:  Endowment Fund

The Dudley Pond Association Endowment Fund has been established as a long-term, permanent fund. The objective is to raise a CORE FUND of $100,000.00, which includes principal donations and accumulated interest. After this goal is reached, the subsequent interest income may be used for project(s) approved by the Executive Board and ratified by a 2/3 vote of the voting members present at a special or general meeting.

The Endowment Fund must be maintained as The DPA Endowment Fund in bank account(s) separate from any other accounts owned or managed by the Association.  These accounts must be 100% insured (FDIC/DIF), and every effort must be made to take advantage of the highest returns possible.  The choice of account, and changes to that choice, shall be determined by majority vote of the Executive Board.

Article VIII:  Amendments