January 1, 2021
ARTICLE I
Name and Location
Section 1. The corporation shall be known as Friends of Albemarle
Section 2. The mailing address of the corporation shall be in the City of Newton as designated by the Executive Board.
ARTICLE II
Purposes
Section 1. The purposes of the corporation shall be to preserve, protect and improve the recreational fields, facilities and wooded and open spaces at Albemarle Park in the City of Newton.
Section 2. Friends of Albemarle is a non-profit organization that exists for charitable and educational purposes and that qualifies as an independent organization under section 501(c)(3) of the Internal Revenue Code. Notwithstanding any other provision of these articles, the Friends of Albemarle shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
ARTICLE III
Policies
Section 1. The policies of the Friends of Albemarle shall be non-commercial, non-sectarian and non-partisan.
Article IV
Meetings of the Corporation
Section 1. The annual meeting of the corporation shall be held in May in Newton, Massachusetts, at such time and place as the Executive Board may designate. A quorum for the transaction of business shall consist of not less than seven members.
Section 2. Special Meetings may be called at any time by the Executive Board. Written or electronic notice stating the date, time, place and purpose of any meeting shall be mailed by the Secretary at least five days before the date fixed for such meeting.
ARTICLE V
Members
Section 1. Any individual who wants to further the mission of the Friends of Albemarle and join its mailing list is a member. The Friends will have a voluntary annual membership fee determined by the Executive Board at three levels: member, family member, and patron. Members who have contributed towards the annual membership fee shall be considered Members in Good Standing. All Members in Good Standing shall have voting rights.
ARTICLE VI
Elections
Section 1. A majority of the ballots cast shall be necessary for election as an officer. In the event no candidate receives a majority on the first ballot, there shall be a second ballot between the two candidates receiving the greatest number of votes on the first ballot.
Section 2. All elections shall be by written ballot unless otherwise voted at the meeting and permitted by law.
Section 3. Nominations for office may be made at the annual meeting by any Member in Good Standing.
ARTICLE VII
Executive Board/Officers
Section 1. The officers of the corporation shall be no less than a President, a Treasurer, and a Secretary. Each of the officers shall be elected at the annual meeting for a term of one year and until his/her successor is qualified.
Section 2. In case of the absence or inability to act of any officer except for the President, the Executive Board may appoint a member to perform the duties of such officer during such absence or inability to act.
Section 3. In case of a vacancy in any office except President, the Executive Board may appoint a member to fill such vacancy until the next annual meeting. Any officer may be removed upon the recommendation of a majority of the Executive Board, by a two-thirds vote of the members present and voting at a meeting of the corporation.
Section 4. The Executive Board shall govern, manage and facilitate the Friend of Albemarle. The Executive Board will adhere to the Duties by Role as stated in these Bylaws. (see below). The Executive Board shall set and request membership dues, set and approve the annual budget as presented by the Treasurer(s), and establish and manage all committees and fundraisers.
Section 5. The Duties by Role are as follows;
President. The President(s) shall preside at all meetings and set the agenda, with consultation, for these meetings. The President(s) shall serve as the official representative(s) of the Friends of Albemarle. The President shall serve as an ex-officio member of all Friends committees.
Secretary. The Secretary shall keep all written records of the organization and the Executive Board, and shall attend (or assign a proxy to attend) all meetings and record minutes of the proceedings. The Secretary shall post the minutes from each monthly open meeting online on the Friends website. The Secretary will also distribute the agenda for each meeting as established by the President(s).
Treasurers. The Treasurer(s) shall receive all monies of the Friends of Albemarle, shall keep an accurate record of receipts and expenditures, and shall make authorized disbursements. Any expenditure in excess of $250.00 not contained in the budget must be approved by the Executive Board prior to its disbursement. The Treasurer(s) shall make available a statement of account at meetings and/or as requested by the Executive Board, and shall prepare with the Executive Board an annual budget for approval. The Treasurer(s) shall prepare and file all fiscal reports of the Friends of Albemarle as may be required by Federal and State law. The Treasurer(s) shall report annually to the Executive Board when the taxes and fiscal reports have been filed.
ARTICLE VIII
Finances
Section 1. All funds shall be kept in one or more accounts under the name of the Friends of Albemarle at a financial institution. The Treasurer(s) and the President(s) shall have full authorized access to any and all accounts, including online accounts, at all times, except in the event of misconduct. Statements of the accounts shall be sent electronically to the President(s) and Treasurer(s), and may be reviewed by the Secretary or another officer or member of the corporation The Executive Board shall seek to reserve at least six (6) months of operating costs at all times.
Section 2. All financial activity shall be recorded in a manual or computer accounting system. The Treasurer(s) shall reconcile the account(s) and report all financial activity to the Executive Board when requested.
Section 3. The Treasurer(s) and the President(s) are the authorized signatories for all expenditures.
Article IX
Fiscal Year
Section 1. The fiscal year shall correspond to the calendar year.
ARTICLE X
Rules of Order
Section 1.The rules contained in “Robert’s Rules of Order Newly Revised,” or any subsequent edition of “Robert’s Rules,” shall govern the Friends of Albemarle in all cases not covered by these Bylaws.
ARTICLE XI
Amendments
Section 1. These Bylaws may be amended at any regular or special meeting providing that previous notice was given (14 calendar days) with two-thirds vote of those present.
ARTICLE XII
Dissolution
Section 1. The organization may be dissolved with previous notice (14 calendar days) and a two-thirds vote of those present. Upon dissolution of the Friends of Albemarle, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provisions of any future Federal tax code, or shall be distributed to the Federal, state, or local government for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the organization is then located, exclusively for such purpose.
Friends of Albemarle 