GREAT BARRINGTON LAND CONSERVANCY
BY-LAWS
ARTICLE I - GENERAL
SECTION I NAME
The name of the corporation shall be the Great Barrington Land
Conservancy, Inc., a non-profit corporation organized under the laws of the
Commonwealth of Massachusetts.
SECTION 2
AREA
The geographic area in which the corporation will focus its activity
is Great Barrington in Berkshire County, Massachusetts.
SECTION 3
OFFICES
The principal office shall be 195 Main Street Great Barrington,
Massachusetts, 01230.
SECTION I PURPOSE
The purposes for which the corporation is organized are:
a) To preserve or to aid in the preservation of land of significant
public value to the township of Great Barrington by virtue of its natural or
scenic beauty, unique ecology, wildlife habitat, agricultural productivity,
recreational use, or traditional rural character.
b) To preserve or to aid in the preservation of areas or objects of
important historical, artistic, or educational value.
c) To serve as an agency for public enlightenment with respect to the
connection between land use decisions and the Town's quality of life endowment;
to work with the Town's elected officials and with other organizations of like
purpose, to manage growth in ways that will achieve a balanced diversity
between the community's natural resources, educational and cultural assets,
individual economic opportunity, and commercial development.
d) To establish or aid in the establishment of nature reserves or
other protected areas for scientific, educational, recreational or aesthetic
purposes.
e) To manage, or arrange with other organizations for the management
thereof, certain important lands and properties for the public benefits that
derive from public access, regional agricultural industry, affordable housing,
or recreational use consistent with good stewardship.
f) To advise landowners in the formulation of land use and
disposition options and assist them in implementing plans that have a public
benefit.
g) To acquire rights to property, including scenic and conservation
easements, development rights and fee simple ownership, and to hold or assign
these rights as the trust deems appropriate.
h) To obtain funds and other means of support which would be
available for the above purposes of the organization.
j) In general to carry on any other business in connection with the
foregoing and to exercise all the powers conferred by the laws of Massachusetts
upon corporations, and to do any and all of the things set forth herein to the
same extent as natural persons might or could do; provided, however, that
nothing herein contained shall be deemed to authorize this corporation to carry
on any activities such as are now or hereafter may be permissible for
organizations exempt under Section 501 (c) (3) of the United States Internal
Revenue Code of 1954, as amended (or the corresponding provision of any future
United States Internal Revenue Law).
SECTION I
General Membership
The membership shall consist of any resident (defined as any person
having a primary residence, a secondary residence or a rental residence) or
owner of a business in Great Barrington or its environs who has paid an annual
membership fee of $15.00.
SECTION 2
Voting Rights
The membership constitutes one body acting as a whole by way of
consensus. That failing, each member as described above is entitled to one vote
in accordance with the decision making procedure outlined in Article VII,
Section 3.
SECTION 3
Meetings
There shall be an Annual Meeting of the general membership to be held
on the second Saturday in September for the purpose of the annual report,
election of members to fill vacancies on the Board of Trustees, discussion and
ratification of policy, reports from committees and other appropriate business.
All meetings shall be open to the public and held in a public place.
Records and minutes of said meetings shall be available for public inspection
at all times.
Any officer may, and at the direction of any ten members of the
corporation any officer shall call a general meeting of the membership other
than the annual meeting and notice thereof shall be afforded each of the
members o the corporation not later than ten days prior thereto.
Regular meetings of the membership may be held at such times and
places as the membership may establish and notice thereof not be required.
SECTION 4
Quorum
A majority of the members entitled to vote shall constitute a quorum
for any meeting.
SECTION 5
Action in Lieu of Meeting
The membership may take any action which it might lawfully take at
any meeting of the membership in the absence of such a meeting but with the
same effect as if adopted or taken at such a meeting by causing a written statement
of the action to be written into the records of the corporation over the
signature of each and every member of the corporation and such statement shall
specify the effective date of such action.
SECTION 6
Veto
The membership may nullify any action by the Board of Trustees by
calling a special meeting for the purpose of doing so within ten days of the
taking of such action by the Board of Trustees. Any decision by the membership
to nullify any action by the Board of Trustees shall be expressed by a quorum
of members in consensus.
SECTION I
Initial Trustees
The incorporators shall constitute the first nominating committee and
shall appoint the first Board of Trustees to act until the first Annual Meeting.
SECTION 2
Function of the Board
The Board of Trustees will conduct the affairs of the great
Barrington Land Conservancy according to the policies set by the members and
the committees. It shall create such committees as it may determine to be necessary
and desirable for the conduct of the affairs of the organization and to carry
out the purposes of the corporation.
SECTION 3
Duties of the Board
A. To inform the membership and the
general public on a regular basis concerning the affairs of the corporation.
B. To make recommendations to the
membership on policy changes.
SECTION 4
Membership of the Board
A. The Board of Trustees may make
nominations from the general membership to the Board of Trustees. This list of
nominations will be brought before the general membership at the next annual
meeting of the membership. At that time, there may be additional nominations
from the floor to the Board of Trustees. The entire present membership of Great
Barrington Land Conservancy will then elect members to fill the vacancies on
the Board of Trustees.
B. The term of office for a member
of the Board of Trustees shall be for two years. The elected number of Board
members shall be at least eight years and no more than twelve. The first formal
election of the Board of Trustees shall elect one half of the Board for a one
year term and the other half of the Board for a two year term. After that,
elected members will serve a two year term, unless elected to fill a vacancy of
a resigning member, in which case the newly elected member will serve only as
long as the term of the member who is being replaced.
SECTION 5
Removal
The Board of Trustees may remove a trustee at any time by the
consensus of all members of the Board of Trustees but, for the purpose of
determining whether or not a consensus has been reached, the position of the
member the removal of whom is being decided upon shall not be considered. If
the person so removed is a member of the corporation, the removal of such
person as a Trustee by the Board of Trustees shall not affect the status of
that person as a member of the corporation.
SECTION I
Designation
The officers of Great Barrington Land Conservancy shall be a
President, Vice-President, Secretary and Treasurer. All officers shall be
elected by the Board from among the members.
SECTION 2
Duties
The duties of each officer shall be:
A. The President, as chief officer
and spokesperson for the corporation, shall, in addition to fulfilling normal
duties of the position, appoint such committees as may be needed. All such
appointments shall be approved by a majority vote of the Board of Trustees. In
addition, The President shall sign, on behalf of the corporation, all
agreements, and other formal instruments.
B. The Vice-President shall fulfill
the responsibilities of the President during the President's absence or
incapacitation, assist the President in discharging responsibilities as the President
may see fit, and fulfill any duties that may be determined by the Board of
Trustees.
C. The Secretary shall be
responsible for the taking and safekeeping of the official minutes of the
corporation, its records, and any other responsibilities as may be required
under the Statutes of the Commonwealth of Massachusetts. The Secretary of the
Corporation shall be responsible for providing minutes of the prior meeting and
the Notice of Meting at least seven (7) days prior to any trustees' meeting.
D. The Treasurer of the Corporation
shall have charge of all papers and records of the corporation and be
responsible for keeping an accurate account and record of all receipts and
disbursements of the corporation. All such papers, records and accounts shall
be open to inspection by any Trustee at intervals of not more than twelve (12)
months and prior to the annual meeting. (No funds shall be expended by he
corporation except in furtherance of its non-profit purposes).
SECTION 3
Tenure
The officers of the corporation, unless removed has hereinafter
provided for, shall hold office for one year and thereafter, until their
successors are chosen and qualified in their stead.
SECTION 4
Remuneration
No officer or Trustee shall receive any compensation or remuneration
from the corporation for his/her work as an officer or Trustee. However, the
Board of Trustees may see fit to reimburse officers or Trustees for any
reasonable and necessary expense incurred.
SECTION 1
Designation
The executive committee shall consist of the officers of the
corporation and any other Trustee so appointed by the Board of Trustees.
SECTION 2
Responsibilities
The Board of Trustees may empower the executive committee to act on
behalf of the Board of Trustees between meetings. The executive committee shall
report to the Board on its actions at the next meeting of the Board of
Trustees. The Board may reverse any action taken by the executive committee
should it deem it necessary and prudent for the corporation. Any action of the
executive committee shall always be consistent with the corporation's
non-profit purposes.
SECTION I
Inspection of Records
Any Trustee of the corporation, either in person, or by his or her
agent, may inspect the books and records of the corporation for any purpose at
any reasonable time.
SECTION 3
Decision Making
Consensus will be the method of decision making at meetings of the
Board of Trustees and the general membership. In the case of the Board if
Trustees, failure to achieve consensus will result in the matter being referred
by individual letter to each and every member. A special meeting of members
will be scheduled therein. A majority quorum will be required. If consensus is
not achieved, the matter may then be decided by a 3/4 majority of those
present.
SECTION 4
Arbitration
Questions and disputes regarding these By-laws may be resolved in
accordance with the rules established by the American Arbitration Association.
SECTION 5
Amendments
These By-laws may be amended by a consensus vote of the members
present at any regular or specially called meeting of the membership. A copy of
the proposed amendment shall be furnished to each member at least seven days
prior to such meeting.
in the Event of Dissolution
If in the opinion of the Board of Trustees it becomes necessary or
desirable to dissolve this corporation, the Trustees shall call a meeting of
the membership to discuss the proposal. If the decision to dissolve the
corporation is agreed upon by the general membership, the assets of the
corporation shall be applied and distributed as follows:
A. All liabilities and obligations
of the corporation shall be paid, satisfied, and discharged; or adequate
provision shall be made thereof.
B. Assets held by the corporation under
conditions requiring return, transfer, or conveyance, which conditions occur by
reason of the dissolution shall be returned, transferred, or conveyed in
accordance with such requirements.
C. All other assets shall be
transferred to corporations, groups, or organizations engaged in activities
which substantially carry out the purposes of the Great Barrington Land
Conservancy as stated by its By-laws.