Bullard Memorial Farm Association, Inc. BY-LAWS
Amended September 28, 2013
{The male pronoun and certain class terms of male gender are used below in neuter sense as defined and sanctioned in major authoritative dictionaries of the English language. No discrimination on the basis of gender is intended or indicated in the language chosen}
1. PURPOSE
The Bullard Memorial Farm Association, Inc. (BMFA), (henceforth, the Association or the Corporation), is organized for charitable and educational purposes including, but not limited to holding, preserving, maintaining and improving the eighteenth century homestead and farm of Henry Bullard, (1749-1821), and educating the public about life on, and the workings of, a historic New England farm through workshops, demonstrations and visits to the homestead and farm. The corporation may, as permitted by law, engage in any and all activities in furtherance of, related to, or incidental to these purposes which may lawfully be carried on by a corporation formed under Chapter 180 of the General Laws of Massachusetts and which are not inconsistent with the corporation's qualification as an organization described in Section 501(c) 3 of the Internal Revenue Code or corresponding section of any future tax code.
2. PLACE OF BUSINESS
The principal office of the Corporation shall be at the Bullard Memorial Farm in the Town of Holliston, County of Middlesex, Commonwealth of Massachusetts.
3. MEMBERSHIP
Any member of the general public over the age of 21 who can demonstrate a personal, professional or academic interest in historic preservation and education or about colonial or post revolutionary war life, architecture or agriculture may become a member of the Association. Membership is divided into three categories. Each category offers responsibilities and privileges that are commensurate with the level of commitment the member is willing to make to the BMFA. All Members recognize the importance of conserving and interpreting historic places such as the Bullard Memorial Farm. Fees for the respective membership categories will be set by a vote of the Association members at a legally called meeting of the Association. The categories and related responsibilities and privileges are as follows:Bronze membership includes receiving newsletters, receiving a discount to educational events, being able to participate on BMFA committees and at Association meetings, both without voting privileges.Silver membership includes receiving newsletters, receiving a discount to educational events, being able to participate on BMFA committees and at Association meetings with votingprivileges, being able to serve on the BMFA Board of Directors and the ability to reserve the use of the Bullard Farm property, including the buildings for visitation only, during daylight hours.Gold membership includes receiving newsletters, receiving a discount to educational events, being able to participate on BMFA committees and at Association meetings with voting privileges, being able to serve on the BMFA Board of Directors and the ability to reserve the use of the entire Bullard Farm property for daylight and overnight visits.All new memberships (except the Bronze membership level) to the BMFA require completion of an Orientation Program to be conducted by the House and Grounds Committees and a one year probationary period prior to being eligible to reserve the use of the Bullard Farm for daylight and/or overnight privileges. The application for membership for Silver and Gold status must include two sponsors who can vouch for the applicant’s dedication and commitment to the educational, preservation and conservation goals of the BMFA. Each new applicant for membership for Silver or Gold status must be approved by a simple majority vote of a quorum of existing members at a formally called Association meeting.To protect the property of the Association, memberships shall terminate automatically on the conviction of a member as a felon. Reinstatement of membership under these circumstances is possible by documented completion of probation/parole responsibilities and resubmission of an application for membership to the Clerk with a subsequent approval vote of the eligible voting membership existing members at a formally called Association meeting and payment of any appropriate membership fees.Any person once elected may resign membership at any future time by informing the Clerk in writing. Failure of a member to pay the required annual fee will result in automatic lapse of membership. Lapsed members may reapply to the Clerk for reinstatement at any time so long as they remain eligible and pay the annual membership fee. Failure of a member to keep valid contact information on file with the Clerk as determined by non-delivery of two successive first class postal mailings and/or e-mailings and/or phone calls to the member not returned over a one month period will result in automatic lapse of membership. Reinstatement of membership under these circumstances is possible by submission of valid contact information to the Clerk and payment of any outstanding membership fees.
4. DIRECTORS AND OFFICERS
The Association’s business shall be conducted by a BOARD OF DIRECTORS and OFFICERS chosen from the entire BMFA membership by the Silver and Gold status members. There shall be not less than seven and not more than eleven DIRECTORS, each serving a three-year term, or until a successor takes office. Elections shall be staggered so that approximately one-third of the Directors are elected at each annual fall meeting.The OFFICERS shall consist of a President, Vice President, Treasurer, Membership Officer and Clerk, chosen from the Directors by annual vote of the Directors. Officers shall serve one-year terms or until a successor takes office. A Director or Officer may resign at any time by giving notice to the board or to any Officer. In case of death, resignation, or removal of an incumbent,or inability to serve for any reason, the Directors may choose a substitute to serve until the next regular meeting. At that time a successor, as proposed by the Nominating Committee or from the floor, shall be elected to fill out the un-expired term. The Directors and Officers shall serve without compensation. The Directors and Officers shall at all times act to preserve and protect the not-for-profit, eleemosynary character and qualification of the corporation. Any or all Directors or Officers may be removed from office for cause by a two-thirds vote of the members at a formally called Association meeting.
5. DUTIES OF DIRECTORS
The DIRECTORS shall have entire charge of the management and conduct of the said homestead farm and of all the real and personal property of the Association, including the power to lease its agricultural land; and shall select, determine duties of, and fix compensation for the Caretaker(s); subject to the following limitation. No real property of any description, or personal property of antique or significant historical value shall be sold or permanently altered or alienated in any manner except on prior vote of the membership
6. DUTIES OF OFFICERS
The PRESIDENT shall be the chief executive officer of the Corporation. He shall preside at the meetings of the Association and of the Board of Directors. In his absence, the Vice President shall preside, or delegate this duty to a Board member. The President shall have the management of the business of the corporation and shall see that all actions of the Board are carried into effect. He will be responsible for the safe keeping of all documents and legal papers pertaining to the Corporation's business, other than those related to the duties of Clerk and Treasurer.The VICE PRESIDENT shall exercise all the powers and functions, and meet all obligations of the President during the absence or disability of the President.The TREASURER shall hold all funds of the Association, collect all moneys due it, pay all bills, and have full charge of the finances, subject to the control and approval of the Board of Directors. He shall maintain and safeguard an accurate record of receipts and disbursements in the corporate books, and shall hold and safeguard all instruments, together with the authorizations and vouchers for same, relating to deposits and debts. The Treasurer shall render to thePresident and Board at their regular meetings, or whenever they reasonably require, an accounting of the Treasurer's actions, and of the financial condition of the Corporation. He shall also present a full financial report at the regular meeting of members next following the close of the fiscal year. The Treasurer may fund a petty cash account or provide credit by limited credit card account, checking account, or otherwise for the Caretakers’ use at their discretion within limits and for purposes set by the Treasurer. The Treasurer's records shall be reviewed annually by the Audit Committee.The MEMBERSHIP OFFICER shall provide assistance to the Directors and members of the Association to develop and prepare membership development proposals and to assist in theimplementation of educational projects and programs. He shall maintain records and report as requested to the Directors, and annually to the members at the fall and spring meetings, of membership activities and educational projects and programs.The CLERK serves as the corporate secretary, responsible, directly or by delegation, for filing required instruments with governmental authorities, and certification of Board actions when requested by banking or similar authorities. He shall keep an accurate record of the actions of the Association and of the Board of Directors in the form of minutes of their meetings, and shall call meetings as herein provided. The Clerk shall maintain an official list of members together with their permanent addresses. The Clerk’s records shall be open to inspection by any member at the Clerk’s regular place of business or at the Farm on meeting days with reasonable notice. Each Officer may be assigned additional specific responsibilities or duties as the Board may designate from time to time.
7. RESTRICTIONS ON ACTIVITIES
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the corporation. Except to the extent permitted by the Internal Revenue Code, whether pursuant to an election under Section 501(h) or otherwise, no substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall neither participate nor intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these bylaws, neither the corporation nor any director, officer, employee, agent, or any other representative of the corporation shall 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 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 corresponding section of any future federal tax code.
8. LIMITATION ON LIABILITY
An Officer, Director or committee member shall not be personally liable, as such, for monetary damages for any action taken, or any failure to take action, unless, (i) the Director has breached or failed to perform the duties of a Director’s office under the laws of the Commonwealth of Massachusetts governing corporations and (ii) the breach or failure to perform constitutes self- dealing, willful misconduct or recklessness. The provisions of this paragraph shall not apply to (i) the responsibility or liability of a Director pursuant to any criminal statute or (ii) the liability of a Director for the payment of taxes pursuant to local, state or federal law. Any modification or repeal of this paragraph shall not adversely affect any right or protection of a Director existing hereunder with respect to any acts or failure to act of such Director occurring prior to the approval of such modification or repeal.
9. INDEMNIFICATION
A Right to Indemnification. The Association shall indemnify any person who is or was a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter “Proceeding”), by reason of the fact that such person is or was a Director or Officer of the Corporation against all expenses, liability and loss actually or reasonably incurred or suffered by such Director or Officer in connection with such proceeding, whether or not the indemnified liability arises or arose from any Proceeding by or in the right of the Corporation, to the extent that (i) such Director or Officer is not otherwise indemnified or (ii) such indemnification is not prohibited by law as it presently exists or may hereafter be amended. Notwithstanding any other provision of this Article 9, the Corporation shall be required to indemnify expenses to a Director or Officer in connection with a Proceeding initiated by such Director or Officer only if the Proceeding was authorized by the Board.B. Indemnification Not Exclusive; Inuring of Benefit. The Indemnification provided by this Article 9 shall not be deemed exclusive of any other right to which a person seeking indemnification may be entitled under any bylaw, agreement, vote of Directors or otherwise, both as to action in another capacity while holding such office, and shall inure to the benefit of the heirs, executors and administrators of any such person.C. Modification or Repeal. Any modification or repeal of the provisions of this Article 8 (i) shall not be effective with respect to any indemnified person, and (ii) shall not adversely affect any right or protection of an indemnified person existing hereunder with respect to any acts or failures to act occurring prior to the approval of such modification or repeal.
10. FISCAL YEAR AND EXECUTION OF INSTRUMENTS
The fiscal year of the Corporation shall commence with the first day of January in each year. All Corporate instruments and documents shall be signed, executed, verified, or acknowledged by a currently serving Officer having responsibility for the action involved. Actions involving value greater than $5,000, but less than $10,000, not previously approved by the Board shall be approved by a second serving Officer. Amounts greater than $10,000 must be approved by a majority of the Board.
11. COMMITTEES
There shall be one STANDING COMMITTEE OF THE DIRECTORS and four STANDING COMMITTEES OF THE MEMBERSHIP.The five Association Officers shall constitute an EXECUTIVE COMMITTEE of the Board of Directors. The Executive Committee, chaired by the President, is empowered to meet at the call of the President or any three Board members to conduct any urgent business of the full Board that will not wait until the next regular Board meeting. The following four committees are drawn from the membership. Each committee shall annually elect a Chairman from its membership and consist of at least three members.The HOUSE COMMITTEE shall be responsible for reviewing, supervising, and making recommendations to the Directors concerning general maintenance of the interior of all buildings and furnishings; and shall host the annual meetings. The House and Grounds Committees acting jointly shall promulgate the Rules of Operation of the Bullard Farm, and the Job Description of the Farm Manager(s). The House Committee shall consist of at least three persons, elected by members for 3-year staggered terms or until a successor is elected.The GROUNDS COMMITTEE shall be responsible for assessing, supervising, and making recommendations to the Directors concerning general maintenance, development, and use of all grounds, plantings, forestry, farm, and natural area lands belonging to the Association and shall arrange for memorial, landscaping, and other special plantings as needed and approved by the Directors. The House and Grounds Committees acting jointly shall promulgate the Rules of Operation of the Bullard Farm, and the Job Description of the Farm Manager(s). The Grounds Committee shall consist of at least three persons elected by members for 3-year staggered terms or until a successor is elected.The AUDIT COMMITTEE shall be responsible for working with an accounting or bookkeeping firm to conduct annual oversight of the financial records of the Association as soon after the close of the fiscal year as practical. The Audit Committee shall consist of the Treasurer and at least two people elected by members for 3-year staggered terms or until a successor is elected. Effort shall be made by the Nominating Committee to include on the Audit Committee at all times at least one person who is professionally familiar with generally accepted accounting procedures. The Board may, as necessary, hire financial individuals or organizations to conduct reviews, audits or other appropriate oversight activities to ensure that proper financial management practices are followed.The NOMINATING COMMITTEE shall present a slate of nominees for Directors and the standing Committees as required at each annual fall meeting. The slate shall consist of at least three nominees for directors and one nominee for each of the other four standing committees, each nominee to serve a three year term. The Nominating Committee shall consist of at least three persons elected by members for 3-year staggered terms or until a successor is elected.The Directors may create, determine the functions and membership of, and terminate additional AD HOC COMMITTEES as needed.
12. MEETINGS AND VOTES
Members of the Association shall meet formally at the Bullard Memorial Farm in Holliston Massachusetts twice a year: the ANNUAL FALL MEETING, and the ANNUAL SPRING MEETING in June. The dates of these regular meetings shall be determined by consensus at the preceding fall annual meeting. SPECIAL MEETINGS may be called at any time on the request of the President, a majority of the Directors, or written petition of five eligible voting members. The Clerk shall give twenty days written notice of each regular or special meeting, mailed to the permanent address of each member as carried in the Clerk’s records. Electronic-mail can be substituted for all forms of written communication when a member gives the Association this form of communication. It shall be entirely the responsibility of each member to notify the Clerkof any change in permanent address or electronic-mail. At all regular and special meetings, a QUORUM shall consist of one quarter of eligible Silver and Gold status members. Decisions shall be made by simple majority vote of those eligible members present at a meeting in person or by proxy except for the following: Decisions to sell, alter, alienate, or encumber real estate or personal property of antique or substantial historical value, or any other property of the Association with a value of $50,000 or more, shall require a two-thirds vote of the full current eligible voting membership. Decisions removing persons from membership in the Association shall require a two thirds vote of a quorum. All actions requiring more than a simple majority vote for passage shall be announced in the formal call to meeting.Members may be represented at regular or special meetings by written proxy designating an Officer, Director, the Board of Directors, or other eligible member expected to be present to act on their behalf. Members present by proxy shall count in establishing the existence of a quorum. Actions of the members may be taken by consensus or by vote. All such actions shall be recorded in the minutes of the meeting and approved or modified by vote at the next regular meeting. Informal votes (hand or voice) shall suffice for the conduct of all business at Association or Directors meetings, with the following exception: A written, secret vote must be provided when requested by any three eligible voting members.Meetings of the BOARD OF DIRECTORS may be held at such times and places as the Board of Directors may schedule from time to time and shall be announced by the Clerk at least 48 hours in advance by postal mail or electronic mail. The Board may use electronic-mail for discussions and voting to act on business. Decisions made this way must be ratified at the next Board meeting. Members of the Board of Directors may participate in a meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in a meeting can hear each other at the same time, and participation by such means shall constitute presence in person at the meeting. In an emergency, notice may be waived by agreement of enough Board members to constitute a quorum. A quorum of the Board shall consist of two-thirds of the Directors. All decisions shall be by simple majority of those voting when a quorum exists. A quorum of the Executive Committee shall consist of four Officers. Executive Committee meetings may be held at any convenient location or may take place for simple votes by e-mail communication, or when discussion is necessary by conference telephone or other electronic means linking the presence of the Officers simultaneously on a real-time basis.All actions of the Board, or of the executive committee of the board, shall be taken by motion and vote, or by consensus, and shall be recorded in the minutes of each meeting. Minutes shall be approved and/or modified by vote of the Directors at the next following meeting.
13. DISSOLUTION
In the event of dissolution of the corporation, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the corporation to the extent assets of the corporation permit, dispose of all the assets of the corporation exclusively for the purposes of the corporation, as the Board of Directors shall determine, in such manner as required bisection 501(c)(3) of the Internal Revenue Code (or corresponding provision of any future United States Internal Revenue law) and in accordance with Massachusetts General Law Chapter 180.
14. AMENDMENT OR CONFLICT
These Bylaws may be altered, amended, or repealed at any legal meeting of the members of the Association provided due notice is given of the proposed change in the call to meeting. Bylaw provisions requiring a two-thirds vote of the eligible voting membership or of a quorum to enact may be changed only by a two-thirds vote of a quorum. Minor simplification of clauses or the correction of typographical or other errors in the bylaws may be done by the Board of Directors without member ratification. All others may be passed by a simple majority vote of a quorum. In any instance where the provisions of these Bylaws are found to be in conflict with federal or state law, the latter shall prevail.End of BMFA, Inc. Bylaws Amended September 28, 2013.