Bylaws

PROPOSED REVISIONS, MAY 2018

ARTICLE I: Name

The name of this corporation shall be The 300 Committee Land Trust, Inc. hereinafter referred to as the “Corporation”.

ARTICLE II: Purposes and Objectives

The Corporation is formed for and will operate under the following educational, civic, scientific and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, as from time to time amended:

1. To actively participate in the preservation of the physical environment by conserving and maintaining land, including wetlands, upland, and other areas, and plant and animal life, and the natural beauty of Falmouth;
2. To educate and stimulate members of the general public to appreciate, understand and contribute to the preservation of the natural environment;
3. To stimulate and encourage governmental entities, agencies, and officials, as well as other civic organizations, to understand and promote the vital importance of preserving the total environment and natural resources;
4. In furtherance of the foregoing purposes, to perform, either alone or in cooperation with others, directly or indirectly, all acts and deeds deemed necessary or appropriate including, without limitation, the acquisition, by purchase, gift, devise, bequest, lease, acquisition of conservation restrictions, or otherwise, interests in real and personal property, and to hold, use, maintain, improve (including to erect structures where appropriate), operate, and otherwise deal and contract with respect to such real and personal property consistent with its corporate purposes.

ARTICLE III: Membership

Section 1. Membership. Any individual or organization who accepts the purposes, objectives, and bylaws of the Corporation shall be eligible for membership upon payment of annual dues. Each member shall be entitled to one (1) vote at the annual meeting of members, and for voting purposes memberships other than individual memberships may be considered two (2) members. All members shall be entitled to such benefits of membership as are from time to time established.

Section 2. Membership Dues. The Board of Directors shall, from time to time, at any regularly scheduled meeting of the Board of Directors at which a quorum is present, by a two-thirds (2/3) vote of the members present, adopt a dues schedule of rates in such amounts and categories as the Board of Directors shall deem advisable.

Section 3. Annual Meetings of Members. The annual meeting of the members of the Corporation shall be held in July in Falmouth, Massachusetts, at a time and place determined by the Board of Directors. The purposes of the annual meeting shall be the election of Directors and such officers as are to be elected by the members, the conduct of such business as the Board shall determine, and such other business as may properly come before the meeting. Notice of the annual meeting shall be given at least seven (7) days in advance of the meeting.

In addition to the annual meeting, meetings of the members of the Corporation may be called by the Board of Directors. Meetings may also be called by the members by mailing to the Corporation at its corporate offices a written petition, signed by not fewer than twenty-five (25) members. Upon receipt of such petition a meeting shall be held within thirty (30) days. Notice of such meeting shall be given at least seven (7) days in advance of the meeting.

Section 4. Quorum. Twenty-five (25) members shall constitute a quorum at all membership meetings of the Corporation.

ARTICLE IV: Board of Directors

Section 1. Powers and Duties. The Board of Directors (the “Board”) shall have complete authority to manage the business and property of the Corporation. In addition to the foregoing general powers, the Board shall have and may exercise the following particular powers including, without limitation, the authority to enter into contracts and agreements on behalf of the Corporation, to purchase or otherwise acquire real or personal property of the Corporation, to employ an Executive Director and such other persons and agents as the Board deems necessary and appropriate, and to fix the salaries and duties for such persons.

Section 2. Number and Election. The Board shall comprise fifteen (15) members who shall serve staggered three-year terms as determined by the Board. The Executive Director shall be an ex officio member of the Board of Directors, without a vote.

The Board Development and Nominating Committee will nominate candidates for election to the Board of Directors to fill full or unexpired terms. Nominees will be elected by majority vote of the members at the annual meeting. In the event of a vacancy in the Board at another time, the Board Development and Nominating Committee will nominate a candidate to the Board of Directors at a regular or special meeting. The nominee will be elected by majority vote of the Directors present at such a meeting. A Director so elected will serve as a Director until the next annual meeting. Nominations may also come from the floor of the annual meeting.

Section 3. Qualifications. No person shall be elected or appointed or shall continue to serve as a member of the Board of Directors unless such person is a member of the Corporation.

Section 4. Resignation and Removal. A Director may resign by delivering a written resignation to the President or Clerk of the Corporation or to a meeting of the Board or to the Corporation at its principal place of business. Such resignation shall be effective upon receipt (unless otherwise specified), and acceptance thereof shall not be necessary to make such resignation effective.

A Director may be removed or suspended with or without cause by a two-thirds (2/3) vote of the Directors then in office at a regular meeting or a special meeting called for that purpose, provided that such Director is given at least seven (7) days’ notice of the proposed removal and the reasons therefor and an opportunity to be heard at the meeting. Notice of the meeting shall include notice of the proposed removal.

Section 5. Meetings of the Board of Directors. Meetings of the Board of Directors shall be held as determined by the President but in any event not less frequently than quarterly. A special meeting of the Board may be called by the President or by written request of at least five (5) members of the Board.

Section 6. Voting. All matters before the Board of Directors shall be approved by majority vote of Directors present at any meeting of the Board at which a quorum is present except that the Board may adopt policies that require a super-majority for certain specified matters. For purposes of this Section, the term “present” may include participation in the meeting via conference call.

Section 7. Quorum. More than one-half of the voting members of the Board of Directors shall constitute a quorum.

Section 8. Remuneration. No voting member of the Board of Directors shall be paid for services rendered to the Corporation.

ARTICLE V: Officers

Section 1. Officers. The officers of the Corporation shall be a President, a Vice President, a Treasurer, a Clerk, and such other officers as the Board may, from time to time, deem advisable.

Section 2. Election. Each of the President, Vice President, Treasurer, Clerk, and such other officers as the Board shall deem necessary shall be elected at the annual meetings of members for a term of two (2) years and shall be encouraged to serve until their successors are respectively elected and qualified. Terms of office shall commence August 1 following the annual meeting and shall expire on July 31st at the end of the two-year term.

The Board Development and Nominating Committee will nominate candidates for election as officers to fill full or unexpired terms. Nominees will be elected by majority vote of the members at the annual meeting. In the event of a vacancy in an officer position at another time, the Board Development and Nominating Committee may nominate a candidate to an officer position at a regular or special meeting of the Board of Directors. The nominee will be elected by majority vote of the Directors present at such a meeting. An officer so elected will serve as an officer until the next annual meeting. Nominees may also come from the floor of the annual meeting.

Section 3. Qualifications. No person shall be elected or appointed or shall continue to serve as an officer of the Board of Directors unless such person is a member of the Corporation and the Board.

Section 4. Resignation, Removal, and Filling of Vacancies. An officer may resign by delivering a written resignation to the President or Clerk or to the Corporation at its principal office. Such resignation s

hall be effective upon receipt (unless otherwise specified), and acceptance thereof shall not be necessary to make such resignation effective.

An officer may be removed or suspended with or without cause by a two-thirds (2/3) vote of the Directors then in office at a regular meeting or a special meeting called for that purpose, provided that such officer is given at least seven (7) days’ notice of

the proposed removal and the reasons therefor and an opportunity to be heard at the meeting. Notice of the meeting shall include notice of the proposed removal.

Section 5. President. The President shall preside at all meetings of the Corporation and of the Board of Directors. The President shall sign, with the Treasurer, all contracts or agreements of the Corporation when so directed by the Board of Directors. The President shall, with the advice and consent of the Board, appoint all members and chairs of all committees. The President shall be an ex officio member of all committees.

Section 6. Vice President. The Vice President shall possess all the powers and perform all the duties of the President in the absence, disability, resignation, or death of the President. The Vice President shall perform such other duties as the President or the Board of Directors shall deem advisable.

Section 7. Treasurer. The Treasurer shall have the powers and duties usual to the office of Treasurer subject to any conditions or restrictions made by the Board. The Treasurer shall keep proper books of account which shall be open to inspection by the Directors, and shall, from time to time, render to the Board a statement of the financial condition of the Corporation. The Treasurer, together with the President, shall sign all authorized contracts of the Corporation. The Treasurer may, upon direction of the Board of Directors, present a report to the annual meeting.

Section 8. Clerk. The Clerk shall keep minutes of all meetings of the Board of Directors and of the annual meeting. The Clerk, or designee, shall give notice of the time and place of meetings of the Board of Directors and of the annual meeting and shall perform such other duties as the Board may assign.

In the event of the absence of the Clerk from any Board meeting or the annual meeting, the President shall at such meeting appoint a temporary Clerk to keep the records of the meeting and to perform such other duties as the Board may assign.

Section 9. Assistant Officers. The Board may appoint assistant officers upon such terms and conditions as the Board may, from time to time, deem advisable.

ARTICLE VI: Committees

Section 1. Membership and General Responsibilities. Standing Committees. Standing Committees may be established from time to time by the Board of Directors. Each standing committee shall keep regular minutes of its meetings and shall, from time to time, report its activities to the Board on matters referred to it or falling within its area of responsibility.

Ad Hoc Committees. Ad Hoc Committees may be established from time to time by the Board of Directors.

Section 2. Executive Committee. The Executive Committee shall consist of the President, Vice President, Treasurer, Clerk, and such one or more Board members as the President shall designate and as are confirmed by the Board. The Executive Committee shall have and may exercise all the powers and authority of the Board in the intervals between meetings of the Board, subject to such restrictions as the Board may, from time to time, deem advisable.

Section 3. Audit Committee. The Audit Committee shall consist of not fewer than three (3) Directors and such other persons as the Board may designate No officer, including the President, shall be eligible to serve on the Audit Committee. The Audit Committee shall recommend to the Board the designation of an independent auditor to certify the financial statements of the Corporation and have such other duties as may be prescribed by the Board.

Section 4. Board Development and Nominating Committee. A Board Development and Nominating Committee shall be responsible for identifying and presenting candidates for nomination to the Board of Directors and officer positions. The committee shall have a minimum of five (5) members consisting of Directors and members of the organization who are not Directors. At least two (2) of the committee members must be Directors.

ARTICLE VII: Miscellaneous Provisions

Section 1. Parliamentary Authority. The rules contained in Robert’s Rules of Order Newly Revised shall govern the organization. A majority of the Board of Directors and present at a meeting of the Board at which a quorum is present may vote to go into a closed Executive session to discuss matters which are deemed sensitive or if the premature open discussion of such matters would impair the ability of the Corporation to achieve its stated goals.

Section 2. Use of Monies Received By and Property Belonging to the Corporation. None of the income or net earnings of the Corporation shall be divided among the Directors or shall be used or appropriated for other than the salaries, expenses, and stated purposes of the Corporation, and all monies and property, real or personal, received by gift, bequest, or otherwise shall be devoted to the purposes of the Corporation as set forth in its Articles of Organization and in these By-Laws and in accordance with the provisions of Chapter 180 of the General Laws of the Commonwealth of Massachusetts. The Board is authorized to accept and receive in the name of the Corporation all such monies and property given for such purposes in trust or otherwise in accordance with the provisions of said Chapter 180 of the General Laws. In the event the Corporation is dissolved or annulled, all property of the Corporation, or the proceeds thereof, after payment of the debts due from the Corporation, shall not go to the Directors nor be divided among them, but shall be distributed and paid over in accordance with the provisions of Article IX.

Section 3. Execution of Written Instruments. Unless the Board shall otherwise generally or in any specific instance provide, (a) any bill or note or check shall be made or signed in the name and on behalf of the Corporation by the President, Treasurer, Executive Director, or such other officer or officers as shall be authorized to do so from time to time by the Board; and (b) any other contract or written instrument shall be signed in the name and on behalf of the Corporation by the President or the Treasurer or such other officer or officers as shall be authorized to do so from time to time by the Board, and such officer so signing such instrument may also seal, acknowledge, and deliver the same. Any instrument purporting to affect an interest in real estate shall be executed in the name of the Corporation by the President or Vice President and the Treasurer.

Section 4. Conflict of Interest. Every Director shall disclose to the Board any relationship with any person, corporation, or other entity with whom the Corporation proposes to enter into any contract or other transaction that may result in financial gain or advantage to such Director. If any Director shall fail to make such disclosure before the Corporation enters into any such contract or transaction, the Board may request the resignation of that Director. The validity of any such contract or transaction shall not be affected either by the Director’s failure to disclose such an interest or by his or her vote for or against such contract or transaction.

Section 5. Personal Liability. Except as specified herein below, no officer or Director of this Corporation shall be personally liable to the Corporation for monetary damages for breach of fiduciary duty as an officer or Director notwithstanding any provision of law imposing such liability; provided, however, that this section shall not eliminate or limit any liability of an officer or Director (a) for any breach of the officer’s or Director’s duty of loyalty to the Corporation, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (c) for any transaction from which the officer or Director derived an improper personal benefit. This provision shall not eliminate or limit the liability of any officer or Director for any act or omission occurring prior to the date upon which this provision became effective. No amendment or repeal of such provision shall adversely affect the rights and protection afforded to an officer or Director of the Corporation under such provision for any act or omission occurring while this provision is in effect.

Section 6. Indemnification. Any present or former member of the Board of Directors of the Corporation, his or her heirs, executors, and Executive Directors, whether elected by the members of the Corporation or by the Board of Directors, shall be indemnified by this Corporation to the full extent legally permissible against all liabilities and expenses imposed or reasonably incurred in connection with, arising out of, or resulting from any civil, criminal, administrative, or other action, suit or proceeding in which he or she may be involved or with which he or she may be threatened at any time by reason of his serving or having served as such member of the Board of Directors, or by reason of any alleged action or omission of his or hers as such member of the Board of Directors.

The foregoing provisions of this article shall not be construed to provide indemnification for any such person with respect to any matter as to which he or she shall have been adjudicated in any proceeding not to have acted in good faith or in a manner reasonably believed not to be in the best interest of the Corporation.

The foregoing provisions of this article shall not be construed to limit or otherwise affect any right of indemnification existing independently of the provisions of this article or any other rights, remedies, or defenses to which the persons referred to in this article may otherwise be entitled. The foregoing provisions of this article shall be separable, and if any portion thereof shall be finally adjudicated to be invalid, such invalidity shall not affect any other portion which can be given effect.

Section 7. Fiscal Year. The fiscal year of the Corporation shall be from October 1 to September 30 or such other period as determined advisable by the Board.

ARTICLE VIII: Amendments to By-Laws

These By-Laws may be amended at any time and from time to time upon recommendation of the Board of Directors or upon the written petition of not fewer than twenty-five (25) members of the Corporation, or by a two-thirds (2/3) vote of the members present in person at a meeting of the members. Written notice of the general nature of the changes requested shall be provided to the membership at least seven (7) days in advance of the meeting. Approved amendments shall be effective immediately unless otherwise provided.

ARTICLE IX: Dissolution and Distribution of Assets Upon Dissolution.

This Corporation may be dissolved only in accordance with Massachusetts law relating to charitable, non-profit corporations. Upon such dissolution all of the assets of the Corporation including, without limitation, cash, bank accounts, investment accounts, endowment funds, designated funds, office equipment and supplies, machinery, vehicles, conservation lands and other real estate and real estate interests, shall be distributed to such tax exempt organization or organizations approved under Section 501(c)(3)of the Internal Revenue Code which have the same or similar purposes as this Corporation.