RUles and bylaws
Certain rules and regulations exist in order to insure the public health, safety and welfare in the area of Dudley Pond, including the Wayland Town By-laws Chapter 109: Dudley Pond
There may be other local, state or federal laws which apply to activities.
As for the DPA, the Association has adopted by-laws as all 501(c)(3) organizations must do. The most recent DPA By-laws [PDF] were adopted at the General Membership meeting on Sunday, October 27, 2013.
Dudley Pond Association Bylaws
Revised 11 January 2016
Article I. Name, Location, and Tax Status
The name of the organization shall be the Dudley Pond Association, Inc. (DPA), located in Wayland, Massachusetts.
The DPA is a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code. The operational year is from January 1 to December 31.
Article II. Purposes
The purposes of the DPA shall be to:
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
Membership is open to all individuals, regardless of race, color, creed, national origin, age, disability, gender or sexual orientation who pay membership dues as determined by the Executive Board. Any individual 16 years of age or older may become a voting member of the DPA. Voting membership is established by paying annual or life-time membership dues. Each individual membership entitles the member to one vote. Family memberships entitle each member of the family who is 16 years of age or older to one vote. A member may vote provided that dues for the year have been paid at least sixty days prior to the date on which a vote is taken. Dues paid on or after October 1st shall 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 simple majority vote of the voting members present. Such dues become effective the following January 1st.
Categories of membership are as follows:
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 DPA during each calendar year, one in April and one in October, or as close thereto as may conveniently be scheduled. Dates for these meetings shall be set by the Executive Board.
Special meetings of the DPA may be called by the Executive Board or by any officer upon written application of three or more voting members.
The dates and agendas for all membership meetings shall be announced in the town newspaper 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 affairs of the corporation shall be managed by the Executive Board, who shall have and may exercise all the powers of the corporation, except those powers reserved to the voting members, the articles of organization, or these Bylaws. The Executive Board shall consist of all officers, elected Members-at-Large, 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-at-Large and Standing Committee chairpersons do not contribute to a quorum. All members in good standing are welcome to attend but only those elected as Members-at-Large may vote at Executive Board meetings.
The Executive Board shall approve all decisions by a simple majority vote, including, but not limited to, the appointment of committee members.
Section 2. Financial Management
The Executive Board shall prepare an annual budget for the following calendar year. The budget may be modified and must be approved by the membership at the Fall General Membership Meeting.
Unbudgeted expenditures:
Upon dissolution of the corporation, assets shall be distributed by the Executive Board 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 Federal tax code. Specifically, all assets shall be donated to the Surface Water Quality Committee of the Town of Wayland for programs for the benefit of Dudley Pond. If that choice is not available, then assets shall be spent by the Executive Board for the benefit of Dudley Pond.
Section 3. Officers and Members-at-Large
The officers of the DPA shall be President, First Vice President, Second Vice President, Secretary, and Treasurer. Up to four (4) voting members may be elected to the Executive Board as Members-at-Large.
a) Election and Term
The Nominations Committee shall produce a slate of proposed nominees. Additional nominations and their seconds shall be accepted from the floor during the Spring General Membership Meeting.
Officers and Members-at-Large of the DPA shall be elected for a one-year term at the Spring General Membership Meeting by a plurality of the voting members present.
The first Executive Board meeting following the Spring General Membership Meeting shall be attended by both outgoing and incoming officers and Members-at-Large for the purpose of effecting an orderly transition. The new officers and Members-at-Large assume their elected roles upon the adjournment of this meeting.
b) Responsibilities
President - shall be the chief executive officer of the corporation and, subject to the control of the Executive Board, shall have general charge and supervision of the affairs of the DPA. The President presides over membership and Executive Board meetings; supervises the business of the DPA; appoints, subject to the approval of a simple majority of the Executive Board, all committee members; and represents and speaks for the DPA in community matters. 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.
Secretary - shall maintain a written record of all discussions and votes at all Executive Board meetings and all general and special membership meetings. The Secretary executes official correspondence of the DPA and maintains the official files of the DPA for safekeeping.
Treasurer - shall be the chief financial officer and the chief accounting officer of the corporation. The Treasurer directs the preparation of the Annual Budget; maintains the financial records and bank account(s) of the DPA; collects membership dues; pays bills of the DPA; delivers the Treasurer's report at general membership meetings; reports all expenditures at the Executive Board meetings; and works in concert with the Membership Committee to maintain a list of all active and inactive members.
Member-at-Large - shall vote on matters that come before the Executive Board. Each Member-at-Large shall have one vote on the Executive Board.
c) Succession
If the President's office is vacated, the First Vice President shall fill the vacancy for the remainder of the term. The Second Vice President shall replace the First Vice President. Any other vacancies shall be filled by appointment by the President to complete the unexpired term of office.
d) Removal
Any officer or Member-at-Large may be removed from their position for cause by simple majority vote of the attending members of the Executive Board. If the vote is for removal, the aggrieved party has the option of appealing to the membership at a general or special membership meeting. Said party loses their right to vote on the Executive Board unless and until re-instated by the membership. In the case of an appeal, a two-thirds (2/3) super majority vote of the voting members present is required to remove the officer or Member-at-Large. If two-thirds (2/3) of the voting members do not approve removal of the officer or Member-at-Large, then the officer or Member-at-Large is re-instated to his/her position.
e) Liability
The members, officers, committee chairpersons and any other agents of the corporation shall not be personally liable for any debt, liability or obligations of the DPA. All persons, corporations, or other entities extending credit to, contracting with or having any claims against the DPA may look only to the funds and property of the DPA for the payment of any such contract, claim, debt or judgment payable to them from the DPA.
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 DPA.
Committee chairpersons are elected by simple majority vote of the members of the committee. Nominees for chairpersons must themselves be committee members.
a) Standing Committees
There shall always be Nominations, Communications, and Membership Committees. Other Standing Committees may be created or eliminated by simple majority vote of the membership at a general membership meeting.
The Nominations Committee shall be appointed by the Executive Board after each Fall General Membership Meeting and shall present a slate for the election of the officers to the membership at the Spring General Membership Meeting. Up to four (4) members in good standing may also be presented for election as Members-at-Large. The Nominations Committee is responsible for the implementation of the nomination procedure. The Nominations Committee shall consist of at least one and up to three (3) members. No officer can be a member of the Nominations Committee. Members-at-Large may be members of the Nominations Committee but may not nominate themselves.
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 coordination with the Treasurer, shall maintain an accurate list of all members, both active and inactive.
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 Executive Board to attend membership meetings to report on their progress or findings.
Article VII. Endowment Fund
The Dudley Pond Association Endowment Fund has been established as a long-term, permanent fund. The Executive Board may submit requests for expenditures from this fund to the membership which must be ratified by a two-thirds (2/3) super majority vote of the voting members present at a special or general meeting.
The DPA Endowment Fund must be maintained in bank account(s) separate from any other account(s) owned or managed by the DPA. The DPA Endowment Fund account(s) must be 100% insured (FDIC/DIF), and every effort must be made to take advantage of the highest returns possible. The choice of account(s), and changes to that choice, shall be determined by simple majority vote of the Executive Board.
Article VIII. Amendments
These Bylaws may be amended only by two-thirds (2/3) super majority vote of the voting members present at a general or special membership meeting.
There may be other local, state or federal laws which apply to activities.
As for the DPA, the Association has adopted by-laws as all 501(c)(3) organizations must do. The most recent DPA By-laws [PDF] were adopted at the General Membership meeting on Sunday, October 27, 2013.
Dudley Pond Association Bylaws
Revised 11 January 2016
Article I. Name, Location, and Tax Status
The name of the organization shall be the Dudley Pond Association, Inc. (DPA), located in Wayland, Massachusetts.
The DPA is a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code. The operational year is from January 1 to December 31.
Article II. Purposes
The purposes of the DPA shall be to:
- Educate the public regarding the preservation of Dudley Pond, a Great Pond located in Wayland, Massachusetts, and its surrounding watershed. Representative issues include proper septic system maintenance, reducing nutrient loading, weed control and use of the pond.
- Cooperate with government agencies, community agencies and other pond and lake associations to create, fund, and implement programs that help preserve the health of Dudley Pond and its watershed.
- Monitor water quantity and quality, weed populations and other key indicators of pond health and use the results to improve the health of Dudley Pond.
- Create and nurture a spirit of community among residents of the Dudley Pond watershed and encourage activities among members, residents of the Dudley Pond watershed and the community at large.
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
Membership is open to all individuals, regardless of race, color, creed, national origin, age, disability, gender or sexual orientation who pay membership dues as determined by the Executive Board. Any individual 16 years of age or older may become a voting member of the DPA. Voting membership is established by paying annual or life-time membership dues. Each individual membership entitles the member to one vote. Family memberships entitle each member of the family who is 16 years of age or older to one vote. A member may vote provided that dues for the year have been paid at least sixty days prior to the date on which a vote is taken. Dues paid on or after October 1st shall 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 simple majority vote of the voting members present. Such dues become effective the following January 1st.
Categories of membership are as follows:
- Adult - a member 19 years of age or older.
- Youth - a member 16 to 18 year of age, inclusive.
- Family - 1 or more adults and any youths or children living at the same address. Children younger than 16 years of age may be non-voting members.
- Sponsor - a specified donation in addition to regular annual adult, youth, or family membership.
- Life - a one-time payment for a single adult membership.
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 DPA during each calendar year, one in April and one in October, or as close thereto as may conveniently be scheduled. Dates for these meetings shall be set by the Executive Board.
Special meetings of the DPA may be called by the Executive Board or by any officer upon written application of three or more voting members.
The dates and agendas for all membership meetings shall be announced in the town newspaper 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 affairs of the corporation shall be managed by the Executive Board, who shall have and may exercise all the powers of the corporation, except those powers reserved to the voting members, the articles of organization, or these Bylaws. The Executive Board shall consist of all officers, elected Members-at-Large, 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-at-Large and Standing Committee chairpersons do not contribute to a quorum. All members in good standing are welcome to attend but only those elected as Members-at-Large may vote at Executive Board meetings.
The Executive Board shall approve all decisions by a simple majority vote, including, but not limited to, the appointment of committee members.
Section 2. Financial Management
The Executive Board shall prepare an annual budget for the following calendar year. The budget may be modified and must be approved by the membership at the Fall General Membership Meeting.
Unbudgeted expenditures:
- $100 or under: must be approved by the Executive Board.
- Over $100 and less than $1500: must be pre-approved by the Executive Board.
- $1500 or more: must be pre-approved at a general or special membership meeting.
Upon dissolution of the corporation, assets shall be distributed by the Executive Board 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 Federal tax code. Specifically, all assets shall be donated to the Surface Water Quality Committee of the Town of Wayland for programs for the benefit of Dudley Pond. If that choice is not available, then assets shall be spent by the Executive Board for the benefit of Dudley Pond.
Section 3. Officers and Members-at-Large
The officers of the DPA shall be President, First Vice President, Second Vice President, Secretary, and Treasurer. Up to four (4) voting members may be elected to the Executive Board as Members-at-Large.
a) Election and Term
The Nominations Committee shall produce a slate of proposed nominees. Additional nominations and their seconds shall be accepted from the floor during the Spring General Membership Meeting.
Officers and Members-at-Large of the DPA shall be elected for a one-year term at the Spring General Membership Meeting by a plurality of the voting members present.
The first Executive Board meeting following the Spring General Membership Meeting shall be attended by both outgoing and incoming officers and Members-at-Large for the purpose of effecting an orderly transition. The new officers and Members-at-Large assume their elected roles upon the adjournment of this meeting.
b) Responsibilities
President - shall be the chief executive officer of the corporation and, subject to the control of the Executive Board, shall have general charge and supervision of the affairs of the DPA. The President presides over membership and Executive Board meetings; supervises the business of the DPA; appoints, subject to the approval of a simple majority of the Executive Board, all committee members; and represents and speaks for the DPA in community matters. 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.
Secretary - shall maintain a written record of all discussions and votes at all Executive Board meetings and all general and special membership meetings. The Secretary executes official correspondence of the DPA and maintains the official files of the DPA for safekeeping.
Treasurer - shall be the chief financial officer and the chief accounting officer of the corporation. The Treasurer directs the preparation of the Annual Budget; maintains the financial records and bank account(s) of the DPA; collects membership dues; pays bills of the DPA; delivers the Treasurer's report at general membership meetings; reports all expenditures at the Executive Board meetings; and works in concert with the Membership Committee to maintain a list of all active and inactive members.
Member-at-Large - shall vote on matters that come before the Executive Board. Each Member-at-Large shall have one vote on the Executive Board.
c) Succession
If the President's office is vacated, the First Vice President shall fill the vacancy for the remainder of the term. The Second Vice President shall replace the First Vice President. Any other vacancies shall be filled by appointment by the President to complete the unexpired term of office.
d) Removal
Any officer or Member-at-Large may be removed from their position for cause by simple majority vote of the attending members of the Executive Board. If the vote is for removal, the aggrieved party has the option of appealing to the membership at a general or special membership meeting. Said party loses their right to vote on the Executive Board unless and until re-instated by the membership. In the case of an appeal, a two-thirds (2/3) super majority vote of the voting members present is required to remove the officer or Member-at-Large. If two-thirds (2/3) of the voting members do not approve removal of the officer or Member-at-Large, then the officer or Member-at-Large is re-instated to his/her position.
e) Liability
The members, officers, committee chairpersons and any other agents of the corporation shall not be personally liable for any debt, liability or obligations of the DPA. All persons, corporations, or other entities extending credit to, contracting with or having any claims against the DPA may look only to the funds and property of the DPA for the payment of any such contract, claim, debt or judgment payable to them from the DPA.
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 DPA.
Committee chairpersons are elected by simple majority vote of the members of the committee. Nominees for chairpersons must themselves be committee members.
a) Standing Committees
There shall always be Nominations, Communications, and Membership Committees. Other Standing Committees may be created or eliminated by simple majority vote of the membership at a general membership meeting.
The Nominations Committee shall be appointed by the Executive Board after each Fall General Membership Meeting and shall present a slate for the election of the officers to the membership at the Spring General Membership Meeting. Up to four (4) members in good standing may also be presented for election as Members-at-Large. The Nominations Committee is responsible for the implementation of the nomination procedure. The Nominations Committee shall consist of at least one and up to three (3) members. No officer can be a member of the Nominations Committee. Members-at-Large may be members of the Nominations Committee but may not nominate themselves.
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 coordination with the Treasurer, shall maintain an accurate list of all members, both active and inactive.
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 Executive Board to attend membership meetings to report on their progress or findings.
Article VII. Endowment Fund
The Dudley Pond Association Endowment Fund has been established as a long-term, permanent fund. The Executive Board may submit requests for expenditures from this fund to the membership which must be ratified by a two-thirds (2/3) super majority vote of the voting members present at a special or general meeting.
The DPA Endowment Fund must be maintained in bank account(s) separate from any other account(s) owned or managed by the DPA. The DPA Endowment Fund account(s) must be 100% insured (FDIC/DIF), and every effort must be made to take advantage of the highest returns possible. The choice of account(s), and changes to that choice, shall be determined by simple majority vote of the Executive Board.
Article VIII. Amendments
These Bylaws may be amended only by two-thirds (2/3) super majority vote of the voting members present at a general or special membership meeting.
