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 bylaws as all 501(c)(3) organizations must do. The most recent DPA Bylaws [PDF] were adopted at the General Membership Meeting on Sunday April 27, 2025.
Dudley Pond Association Bylaws
Revised 7 May 2025
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:
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 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 by using best efforts to contact the membership and post to the DPA website at least fourteen (14) days prior to the date of the designated meeting.
The board shall decide the forum(s) for membership meetings. An in-person meeting location is required and must be within the town of Wayland. The board may, optionally, offer an online meeting. When an online meeting is offered, information required to join the meeting shall be made available to all members on a best-effort basis. Any member joining a membership meeting via either an in-person or online forum shall be considered present at the meeting.
The board shall solicit and accept from the membership, both in advance and at the start of each general membership meeting, agenda items that any member wishes to see on the meeting agenda. The Board shall add the agenda item and allocate at least some time to the proposing member unless the Board rules that the proposed agenda item is not germane to the DPA; or is not an allowable topic under these Bylaws (e.g., political campaigns or influencing legislation); or is not a fair and ethical use of meeting time (e.g., not giving a prospective supplier to the DPA an unfair advantage over other prospective suppliers).
A quorum for all membership meetings shall be twenty-five (25) voting members, including members of the Executive Board present at the meeting.
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 and elected Members-at-Large. All members of the Executive Board must be paid voting members in good standing.
The Executive Board shall meet at least every other month throughout the calendar year. A majority of the elected board members, at least one of whom is an officer, must be present to constitute a quorum. All DPA members in good standing are welcome to attend, raise issues and participate in discussion but only members of the Executive Board, as specified above, may vote at Executive Board meetings.
The Executive Board may cast votes in person or via electronic communication (phone, e-meeting, IM, e-mail, etc.).
The Executive Board shall approve:
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. A budget line item may be designated to a standing committee. When a budget line item has been designated to a standing committee, that committee is authorized to expend up to the budgeted amount without further approval from the Executive Board.
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, Vice President, Secretary, and Treasurer. In addition, at least three (3) and up to seven (7) voting members may be elected to the Executive Board as Members-at-Large.
a) Election and Term
The Executive Board shall produce a slate of proposed nominees. Additional or Alternative nominations and their seconds shall be accepted from any voting member of the DPA 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.
An Executive Board facing a divisive issue among Executive Board members is obliged to timely call a special membership meeting to get membership input and direction on that divisive issue. Any DPA voting member attending such a special meeting may move to elect a new Executive Board provided a slate of board members satisfying these Bylaws is willing to stand for election. Any voting DPA member attending such a special meeting may make a motion as to the disposition of the issue at hand. The Executive Board shall put each such motion to a vote at the special membership meeting and shall be bound by any such motion approved by a simple majority of the voting members in attendance. An Executive Board elected at such a special membership meeting shall serve until the following Spring General Membership Meeting.
The first Executive Board meeting following election of a new Executive Board 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.
Vice President - assists the President in the execution of his/her duties and assumes the duties of the 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. The Secretary is responsible for assuring that at least two (2) Executive Board members have access to, and ability to assert ownership rights over, any DPA asset having restricted access including but not limited to:
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 Vice President shall fill the vacancy for the remainder of the term. 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 by a two-thirds (2/3) super majority vote of the elected (not appointed) members of the Executive Board. Said party is relieved of their duties and loses their right to vote on the Executive Board for the remainder of their elected term.
e) Liability
The DPA shall purchase, keep premium payments current, and conform to the requirements of a suitable commercially available Officers and Directors Liability insurance policy.
Additional insurance policies may be purchased, as appropriate, to protect the Executive Board, DPA members and/or volunteers such as during specific events (e.g., the Dudley Pond Fun Run).
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, and nominees for Standing Committee chairpersons must also be Officers or Members-at-Large of the Executive Board.
a) Standing Committees
There shall always be a Membership Committee; the Treasurer shall always be a member of the Membership Committee. Other Standing Committees may be created or eliminated by simple majority vote of the membership at a general membership meeting. Any standing committee thus created shall have a term of one year, with renewal as voted by the membership at a general membership meeting.
When the membership has voted a specific budget to a particular Standing Committee, the Treasurer shall facilitate making and tracking committee expenditures within that budget. Where the membership does not vote a specific budget to a particular Standing Committee, the Executive Board shall fund the Standing Committee within its limitations specified in Section 2.
Each Committee Chairperson shall inform the Executive Board of any and all expenditures of DPA funds on behalf of the Committee, and the Treasurer shall note any discrepancies between the Treasurer’s records and the Committee Chairperson’s reports to the Executive Board.
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. Chairpersons of Ad Hoc Committees may be asked by the Executive Board to attend board and/or membership meetings to report on their progress or findings. All expenditures of Ad Hoc Committees shall be approved by the Executive Board subject to limits on Executive Board spending defined in Section 2.
Article VII. Endowment and Operating Fund Management
The Dudley Pond Association Endowment Fund has been established as a long-term, permanent fund. The Endowment Fund accepts directed donations, and by simple majority vote at a membership meeting funds may be transferred from the Operating Fund to the Endowment Fund. All earnings (e.g., interest) on Endowment Funds will accrue to the Endowment Fund. The Executive Board may submit requests for expenditures from the Endowment 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.
All DPA funds not explicitly directed to, transferred to, or earned by the Endowment Fund shall accrue in the DPA Operating Fund. This includes but is not limited to: membership dues, donations not explicitly directed to the Endowment Fund, proceeds from fundraising events and merchandise sales, etc.
The DPA Endowment Fund must be maintained such that its assets, inclusive of interest or other earnings on Endowment Fund assets, may be clearly differentiated from Operating Fund assets, inclusive of interest or other earnings on Operating Fund assets.
All DPA Endowment Fund and Operating Fund account(s) must be 100% insured (FDIC/DIF).
A best effort shall be made to seek high returns balanced with foreseeable liquidity needs and use of prudent financial management techniques (e.g., laddering CDs, choosing longer-term /higher yield CDs for Endowment funds and shorter term for Operating funds, etc.).
The Treasurer shall propose to the Executive Board for its approval any changes to the account(s) and/or investment strategies for each fund.
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.
Contact
[email protected]
© COPYRIGHT 2015-2025. ALL RIGHTS RESERVED.
There may be other local, state or federal laws which apply to activities.
As for the DPA, the Association has adopted bylaws as all 501(c)(3) organizations must do. The most recent DPA Bylaws [PDF] were adopted at the General Membership Meeting on Sunday April 27, 2025.
Dudley Pond Association Bylaws
Revised 7 May 2025
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 years 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.
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 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 by using best efforts to contact the membership and post to the DPA website at least fourteen (14) days prior to the date of the designated meeting.
The board shall decide the forum(s) for membership meetings. An in-person meeting location is required and must be within the town of Wayland. The board may, optionally, offer an online meeting. When an online meeting is offered, information required to join the meeting shall be made available to all members on a best-effort basis. Any member joining a membership meeting via either an in-person or online forum shall be considered present at the meeting.
The board shall solicit and accept from the membership, both in advance and at the start of each general membership meeting, agenda items that any member wishes to see on the meeting agenda. The Board shall add the agenda item and allocate at least some time to the proposing member unless the Board rules that the proposed agenda item is not germane to the DPA; or is not an allowable topic under these Bylaws (e.g., political campaigns or influencing legislation); or is not a fair and ethical use of meeting time (e.g., not giving a prospective supplier to the DPA an unfair advantage over other prospective suppliers).
A quorum for all membership meetings shall be twenty-five (25) voting members, including members of the Executive Board present at the meeting.
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 and elected Members-at-Large. All members of the Executive Board must be paid voting members in good standing.
The Executive Board shall meet at least every other month throughout the calendar year. A majority of the elected board members, at least one of whom is an officer, must be present to constitute a quorum. All DPA members in good standing are welcome to attend, raise issues and participate in discussion but only members of the Executive Board, as specified above, may vote at Executive Board meetings.
The Executive Board may cast votes in person or via electronic communication (phone, e-meeting, IM, e-mail, etc.).
The Executive Board shall approve:
- Ordinary course of business decisions on issues included in the agenda of an executive board meeting, and/or procedural decisions affecting the conduct of a board meeting (e.g., motions to vote, motions to table an issue, etc.) shall be approved by a simple majority of executive board members present at the board meeting.
- New initiatives; establishment of committees; appointment of committee members; significant expenditures (> $500); and highly consequential or controversial decisions require a simple majority of all executive board members
- Removal of a board member requires a two-thirds majority of the number of elected executive board members. Only board members elected by the membership may vote in a removal vote. Executive board members appointed by the president to replace departed board members must abstain from removal votes.
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. A budget line item may be designated to a standing committee. When a budget line item has been designated to a standing committee, that committee is authorized to expend up to the budgeted amount without further approval from the Executive Board.
Unbudgeted expenditures:
- $500 or under: must be approved by the Executive Board.
- Over $500 and less than $5000: must be pre-approved by the Executive Board.
- The Executive Board shall not approve more than $5000 in aggregate unbudgeted expenditures during any single board term.
- $5000 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, Vice President, Secretary, and Treasurer. In addition, at least three (3) and up to seven (7) voting members may be elected to the Executive Board as Members-at-Large.
a) Election and Term
The Executive Board shall produce a slate of proposed nominees. Additional or Alternative nominations and their seconds shall be accepted from any voting member of the DPA 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.
An Executive Board facing a divisive issue among Executive Board members is obliged to timely call a special membership meeting to get membership input and direction on that divisive issue. Any DPA voting member attending such a special meeting may move to elect a new Executive Board provided a slate of board members satisfying these Bylaws is willing to stand for election. Any voting DPA member attending such a special meeting may make a motion as to the disposition of the issue at hand. The Executive Board shall put each such motion to a vote at the special membership meeting and shall be bound by any such motion approved by a simple majority of the voting members in attendance. An Executive Board elected at such a special membership meeting shall serve until the following Spring General Membership Meeting.
The first Executive Board meeting following election of a new Executive Board 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.
Vice President - assists the President in the execution of his/her duties and assumes the duties of the 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. The Secretary is responsible for assuring that at least two (2) Executive Board members have access to, and ability to assert ownership rights over, any DPA asset having restricted access including but not limited to:
- Bank and other Financial Accounts
- Digital Asset Accounts (website hosting, social media, etc.)
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 Vice President shall fill the vacancy for the remainder of the term. 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 by a two-thirds (2/3) super majority vote of the elected (not appointed) members of the Executive Board. Said party is relieved of their duties and loses their right to vote on the Executive Board for the remainder of their elected term.
e) Liability
The DPA shall purchase, keep premium payments current, and conform to the requirements of a suitable commercially available Officers and Directors Liability insurance policy.
Additional insurance policies may be purchased, as appropriate, to protect the Executive Board, DPA members and/or volunteers such as during specific events (e.g., the Dudley Pond Fun Run).
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, and nominees for Standing Committee chairpersons must also be Officers or Members-at-Large of the Executive Board.
a) Standing Committees
There shall always be a Membership Committee; the Treasurer shall always be a member of the Membership Committee. Other Standing Committees may be created or eliminated by simple majority vote of the membership at a general membership meeting. Any standing committee thus created shall have a term of one year, with renewal as voted by the membership at a general membership meeting.
When the membership has voted a specific budget to a particular Standing Committee, the Treasurer shall facilitate making and tracking committee expenditures within that budget. Where the membership does not vote a specific budget to a particular Standing Committee, the Executive Board shall fund the Standing Committee within its limitations specified in Section 2.
Each Committee Chairperson shall inform the Executive Board of any and all expenditures of DPA funds on behalf of the Committee, and the Treasurer shall note any discrepancies between the Treasurer’s records and the Committee Chairperson’s reports to the Executive Board.
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. Chairpersons of Ad Hoc Committees may be asked by the Executive Board to attend board and/or membership meetings to report on their progress or findings. All expenditures of Ad Hoc Committees shall be approved by the Executive Board subject to limits on Executive Board spending defined in Section 2.
Article VII. Endowment and Operating Fund Management
The Dudley Pond Association Endowment Fund has been established as a long-term, permanent fund. The Endowment Fund accepts directed donations, and by simple majority vote at a membership meeting funds may be transferred from the Operating Fund to the Endowment Fund. All earnings (e.g., interest) on Endowment Funds will accrue to the Endowment Fund. The Executive Board may submit requests for expenditures from the Endowment 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.
All DPA funds not explicitly directed to, transferred to, or earned by the Endowment Fund shall accrue in the DPA Operating Fund. This includes but is not limited to: membership dues, donations not explicitly directed to the Endowment Fund, proceeds from fundraising events and merchandise sales, etc.
The DPA Endowment Fund must be maintained such that its assets, inclusive of interest or other earnings on Endowment Fund assets, may be clearly differentiated from Operating Fund assets, inclusive of interest or other earnings on Operating Fund assets.
All DPA Endowment Fund and Operating Fund account(s) must be 100% insured (FDIC/DIF).
A best effort shall be made to seek high returns balanced with foreseeable liquidity needs and use of prudent financial management techniques (e.g., laddering CDs, choosing longer-term /higher yield CDs for Endowment funds and shorter term for Operating funds, etc.).
The Treasurer shall propose to the Executive Board for its approval any changes to the account(s) and/or investment strategies for each fund.
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.
Contact
[email protected]
© COPYRIGHT 2015-2025. ALL RIGHTS RESERVED.