Friends of Wollaston Beach Reservation

ARTICLE I – NAME – The name of this organization shall be the Friends of Wollaston Beach Reservation (a/k/a the “Association” or “FofWBR”).

ARTICLE II – PURPOSE

The Friends of Wollaston Beach Reservation is an organization promoting public use of Wollaston Beach, preserving and protecting the fragile ecosystems, and addressing the quality of life issues relating to the Beach.  The goal of the Association is to promote the wise use and preservation of the Beach, encouraging volunteerism, alerting others to issues affecting the Beach through educational, cultural, social and civic programs, and advocating on behalf of Beach users. 

ARTICLE III – MEMBERSHIP

Membership is open to anyone interested in Wollaston Beach.

ARTICLE IV – DUES

Dues in an amount set by the Executive Board shall be payable at the beginning of each calendar year.

ARTICLE V – VOTING

There shall be no voting by proxy.  Each member shall be entitled to one vote at any regularly scheduled or specially called meeting. 

A quorum shall be necessary for the transaction of FofWBR business.  In no event, however, shall a quorum be constituted with less than ten (10) per cent of the membership represented.

An affirmative vote of more than fifty (50) per cent of the quorum shall be binding on FofWBR. 

The privilege of introducing motions and voting shall be limited to those who have joined FofWBR by paying dues at least ten days prior to a regularly scheduled or specially called meeting. 

ARTICLE VI – OFFICERS

The officers of FofWBR shall be elected from the active membership and shall be President, Vice President, Secretary, and Treasurer.  The officers shall be elected by the Membership on or before January 1.  The Election Meeting date shall be set by the outgoing President.

The Officers shall serve for a one-year term beginning January 1 and ending on the last day of December.  Officers shall be limited to two consecutive terms. 

Nomination of officers shall be the responsibility of a Nominating Committee consisting of not less than three (3) people appointed by the President from the active membership.  The Nomination Committee shall present the list of officer nominees to the membership on or before November 1, said list to be transmitted to the General Membership in a meeting notice. 

If the President resigns, the Vice President shall become the President.  If there is a vacancy in the office of Vice President, Secretary or Treasurer, it shall be filled to complete the term by a majority vote of the membership at the next general meeting following the vacancy.  The meeting shall be called by a majority vote of the Executive Board.

ARTICLE VII – DUTIES OF THE OFFICERS

President – The President shall have general supervisory and directional powers of the activities of the Executive Board and the Association, shall preside at all meeting of the Executive Board and general membership, and shall be ex officio member of all committees.

Vice President – In the absence of the President, the Vice President shall execute all the powers of the President. 

Secretary – The Secretary shall record the minutes of all membership and Executive Board meetings, and shall be responsible for maintaining up to date communication lists.

Treasurer – The Treasurer shall maintain the financial records of the Association, shall be accountable for the Funds of the FofWBR, shall collect all dues and money forthcoming from any and all projects and deposit them in an Association account, shall promptly pay all FofWBR bills when properly certified, shall provide a financial report at each regularly scheduled meeting to the general membership, shall maintain an accurate list of current members, and shall be responsible for the preparation and filing of any financial reports required by governmental agencies. 

ARTICLE VIII – THE EXECUTIVE BOARD

The Executive Board shall consist of:

A.                All elected Officers

B.                 All Standing Committee Chairpersons

C.                Two members from the general membership, as voted during the Election Meeting.

Executive Board members shall serve a one-year term to be served concurrently with that of the officers. 

The Executive Board will create and support several committees designed to carry out the mission of the organization, for example:  Marketing and Advertising to promote the FofWBR; Schools Outreach to promote interest in the Beach to the school children of Quincy; Networking, to facilitate the efforts of various parties; Government Affairs, to promote appropriate government action with regard to the Beach; Nominating Committee to present a slate of officers in accordance with Article VI above, and Finance and Fundraising.  The Finance and Fundraising committee, which will be chaired by the Treasurer, will present a budget to the Executive Board for recommendation to and approval by the General Membership. Additional committees may be created as determined by the Executive Board. 

The Executive Board will meet no fewer than four (4) times per calendar year with a quorum of Executive Board members present.  A quorum will be defined as no less than two-thirds of the entire Executive Board membership.  The Executive Board will consist of new fewer than four members. 

Whenever a vacancy occurs in the Executive Board, such vacancy shall be filled to complete the term by majority vote of the membership at the next general meeting following the vacancy.  A member of the Executive Board who shall absent himself/herself from four consecutive meetings, regular or specially called, shall be considered to have vacated his/her place, unless excused by a majority vote of the Executive Board. 

ARTICLE IX – DUTIES OF THE EXECUTIVE BOARD and COMMITTEES

The Executive Board shall conduct business and take such action as may be necessary to accomplish the purposes of the Association at their regular membership meetings.  No commitment of FofWBR funds can be made without the approval, in advance, of the general Membership.  However, in those cases where action must be taken prior to the next scheduled membership meeting, the Executive Board may commit funds not exceeding $1,000, or 25% of available funds, whichever is less, by a two-thirds majority affirmative vote of the entire Board.

Meetings of the Executive Board may be called by the President or, if absent, by the Vice President.  Notice of the time and place of any Executive Board meeting shall be given to each Board member, either personally, electronically or by mail, at least two days prior to such meeting.  Notice shall state the purpose of the meeting. 

Committees shall have a minimum of three (3) members and shall consist of all those Association members interested in serving on a particular committee.  Each committee shall designate a Chairperson and Secretary. 

The Committee Secretary shall record the minutes of all committee meetings and file a copy with the FofWBR Secretary.

ARTICLE X – GENERAL MEMBERSHIP MEETINGS

There will be no less than four (4) General Meetings per year.  Specially called meetings of the General Membership can be called by a majority vote of the Executive Board, and other general meetings can be called as recommended by the membership.  Dates, times and places of General Meetings are to be determined by the Executive Board.

Annual meetings will be held on a predetermined date and time as set by the Executive Board.  During the Annual meeting the FofWBR Officers and Executive Board will be elected for the upcoming Term. 

ARTICLE XI – PROHIBITIONS

The Membership roster shall be confidential and may not be released to nonmembers without the permission of a majority vote of the entire Executive Board. 

No member may act as spokesperson or represent the Association without the permission of the Executive Board or a majority of the quorum at a duly called general membership meeting.

ARTICLE XII – AMENDMENTS

These by-laws may be repealed or amended, or new by-laws may be adopted, by a two-thirds vote at any general membership meeting.  Written notice of the meeting and of the proposed by-law changes shall be forwarded to all members of record at least fourteen (14) days prior to the meeting.

ARTICLE XIII – DISSOLUTION

Upon the dissolution of the Association, no class of member shall have any right nor shall receive any assets of the Association.  The assets of FofWBR are permanently dedicated to a tax-exempt purpose.

In the event of dissolution, the Association’s assets, after payment of all debts, will be distributed to an organization which itself is tax-exempt under the provisions of Section 501(c)(3) or 501(c)(4) of the Internal Revenue Code.