Pembroke Watershed Association
P O Box 522, Pembroke, Ma 02359
pembroke, Massachusetts Oldham Pond Stetson Pond Little Sandy Pond Hobomock Furnace Pond
ARTICLES OF INCORPORATION OF
PEMBROKE WATERSHED ASSOCIATION INC.
The purpose of the Pembroke Watershed Association, as filed with the Secretary of the State of Massachusetts, and accepted on July 29, 2005 is to engage in the following business activities:
THE CORPORATION IS FORMED FOR THE FOLLOWING CHARITABLE AND EDUCATIONAL PURPOSES WHICH SHALL AT ALL TIMES BE CONDUCTED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE TO PROTECT AND IMPROVE THE WATER QUALITY OF THE PONDS OF PEMBROKE; TO STABILIZE AND PROTECT WATER LEVELS; TO DEVELOP AND PRESERVE THE PONDS IN PEMBROKE AS COMPLETE RECREATIONAL BODIES OF WATER; TO PRESERVE AND PROTECT THE SURROUNDING WATERSHED AND TO INFORM THE PUBLIC ON THE IMPORTANCE OF
WATER QUALITY, STABILIZATION AND PROTECTION.
PEMBROKE WATERSHED ASSOCIATION INC.
Name and Location
Section 1 - Name
The name of this association is: Pembroke Watershed Association, Inc., hereafter referred to as the "PWA".
Section 2 - Location
The location of the PWA for mail delivery purposes, and the location of the PWA records, shall be the PWA office as determined by the Executive Board, at the home address of a designated elected officer or executive director, or a post office box located in the Massachusetts community may also serve as the mail address for the PWA.
Section 3 - Incorporation
The PWA shall be incorporated as a not-for-profit membership corporation pursuant to the provisions of the laws of the Commonwealth of Massachusetts.
Section 1 - Mission Statement
To educate the public and to restore and preserve the Ponds and Watershed of Pembroke for clean and safe recreational use.
Section 2 - Specific Purposes
The specific purposes of the PWA are to protect and/or improve the water quality of the ponds of Pembroke; to stabilize and protect water levels; to develop and preserve the ponds of Pembroke as complete recreational bodies of water; to preserve and protect the surrounding watershed; to educate members, property owners and other visitors to Pembroke; and, in general, protect the property rights, secure mutual benefits and promote the general welfare of its members.
Section 3 - Internal Revenue Code 501 (c)(3) - Purposes
The PWA is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code. The PWA shall use its funds only to accomplish the objectives and purposes specified in its Mission Statement Objectives and these Bylaws, and no part of net earnings, gains or assets shall inure to the benefit of or be distributed to officers, directors, other private individuals, or organizations organized and operated for profit, except to pay reasonable compensation for services rendered by outside providers.
Section 1 - Membership
The membership of the PWA shall be composed of any person residing within the South Coastal Watershed area as defined by the Massachusetts Department of Conservation and Recreation.
Section 2 - Dues
A person shall be declared a member in good standing upon payment of annual dues. The annual dues shall be payable on or before the April meeting.
Section 3 - Position Statement
Any statement/opinion representing the PWA's position needs prior Executive Board approval.
Board of Directors
The Board of Directors of the PWA shall consist of a President, Vice President, Executive Secretary and Treasurer. These officers shall perform the duties prescribed by these bylaws and by the parliamentary authority adopted in ARTICLE XI.
The Board of Director members shall be elected at the annual meeting for a term of two years. The President and Treasurer shall be elected in EVEN YEARS and the Vice President and Executive Secretary shall be elected in ODD YEARS.
A minimum of two Board of Director members shall constitute a quorum for a Board of Directors meeting provided 48 hours’ notice has been given by email or text to all Directors.
In the event of a vacancy on the Board of Directors the remaining Board members will have the power to vote in an interim member to serve until the next Annual Meeting.
The Board shall present nominations of officers at the Annual Meeting. Nominations will be accepted up to 30 days prior to the Annual Meeting (unless the position remains vacant up to that meeting and then nominations may be accepted at said meeting). Any member in good standing of the PWA may put forward a nomination. Officers are to be elected at the April Annual Meeting.
No member shall hold more than one office at a time.
Section 7 - President
It shall be the duty of the President to preside at all meetings, using Robert's Rules of Order Newly Revised and shall:
Section 8 - Vice President
It shall be the duty of the Vice President to preside at all meetings in the absence of the President and shall perform all of the duties usually pertaining to that office.
Section 9 - Executive Secretary
The Secretary shall serve as the Clerk of the PWA. It shall be the duty of the Secretary to keep a true and clear roll of all members, and shall:
Section 10 - Treasurer
The Treasurer shall ensure the fiscal integrity of the PWA. It shall be the duty of the Treasurer to receive and record all moneys of the PWA, and shall:
Section 11 - Compensation
No Officer shall be paid any salary or other compensation, and the dues collected from the members shall be used for the promotion of the purposes set forth in these bylaws and for payment of the actual expenses that may be incurred by the PWA.
The Executive Board shall consist of the PWA's Board of Directors and all standing committee chairpersons.
The Executive Board shall adhere to the objectives of the PWA, and none of its acts shall conflict with actions taken by the PWA.
The Executive Board shall conduct and manage all affairs of the PWA subject to these bylaws and the operating rules and regulations.
It shall be the duty of the members of the Executive Board to:
Section 1 - Annual Meeting
The Annual Meeting of the PWA shall be held during the month of April, unless a different month is fixed by the Executive Board. The purposes of the Annual Meeting, in addition to those prescribed by these Bylaws, shall be to elect officers and Directors At Large, receive reports of officers and committees, and other business as determined by the Executive Committee. If no Annual Meeting has been held on the date fixed above, a Special Meeting in lieu thereof may be held and such Special Meeting shall have the purposes of these Bylaws and have all the full force and effect of an Annual Meeting.
Section 2 - Election of Officers
At the Annual Meeting of the PWA, or at a Special Meeting held in lieu thereof, the Board of Directors shall present to the members a slate of officers to be voted on at said meeting.
Section 3 - Special Meetings
A Special Meeting of the PWA may be called for any reason deemed emergent or for reasons instrumental to the efficient and lawful operation of the PWA by the President, a two-thirds (2/3) majority vote of the Executive Board; or, by a two-thirds (2/3) majority vote of the Board of Directors.
A two-thirds (2/3) majority vote of paid members present at a General Meeting or Annual Meeting are required for the purposes of appropriations of monies or changes to the Bylaws.
Section 5 -Notice of Annual Meeting
Notice of the place, date, and hour of the Annual Meeting of the PWA stating the purposes of the meeting shall be given at least fourteen (14) days prior to the meeting. Notice shall be posted on the PWA Websitewww.pembrokewatershed.com or its successor.
Section 6 - Proxies
No proxy votes, either written or verbal, shall be accepted at any Annual or Special Meeting of the membership.
Committees & Standing Committees
The Board of Directors shall establish committees, their budgets and goals, and review their progress on a regular basis. Each standing committee shall elect their Chair. The Chair of each standing committee shall also serve on the Executive Board.
Donations and Grants
The Board of Directors, on behalf of the PWA, may accept donations and in-kind services from private individuals or organizations and grants from private organizations or governmental agencies.
The fiscal year of the PWA shall commence on June 1st and terminate on May 31st in order to maintain tax-exempt status under Section 501 (c)(3) of the Internal Revenue Code or any corresponding section of any future federal tax code.
Indemnification of Officers and Directors
Neither the members, Officers or Directors of the PWA shall, to the extent legally permissible, be held personally liable for the debts, liabilities, other obligations, or any damages resulting from any legal action of the PWA.
The Rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the PWA in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the PWA may adopt.
Amendment of Bylaws
Amendments to these Bylaws may be made at the annual meeting of the PWA provided:
The petition and the rationale shall be mailed by the Executive Secretary with the Annual Meeting agenda to the Board of Directors at least thirty (30) days prior to the Annual Meeting.
This same information shall be contained in the notice of the Annual Meeting or Special Meeting of the membership.
The petition shall be presented by the person or persons offering the petition at the Annual Meeting. An officer or member of the Executive Board shall state the position of the Executive Board with respect to the petition.
The proposed amendment or amended amendment shall be accepted by a minimum two-thirds (2/3) majority vote of the voting members present at the Annual Meeting.
Amendments to the proposed amendment may be made by any voting member at the Annual Meeting.
Upon dissolution or final liquidation of the PWA, any remaining assets shall, after payment of, or the making of provisions for, all lawful debts and liabilities of the PWA, be distributed to a non-profit organization that exists for one or more exempt purposes, preferably of like purpose and objective of this PWA, within the meaning of Internal Revenue Code 501 (c)(3), or the corresponding section of any future federal tax code.