1900-01-01 1�
" ARTICLE XII
Miscellaneous Provisions
1 . Fiscal Year. Except as otherwise determined by the
Board of Directors , the fiscal year of the corporation shall be
the twelve months ending June 30 .
2 . Seal . The Board of Directors shall have power to adopt
and alter the seal of the corporation .
3 . Corporate Records. The original ,' or attested copies, of
the Articles of Organization , By-laws and records of all meetings
of the incorporators and members , shall be kept in Massachusetts
at the principal office of the corporation, or at an office
of is transfer agent, Clerk or resident agent, and shall be
open at all reasonable times to the inspection of any member for
any proper purpose , but not to secure a list of members for the
purpose of selling but
list or copies thereof or of usinq the
same for a purpose other than in the interest of the applicant,
as a member relative to the affairs of the corporation.
d o L
. . Articles of Organization . All refereacc.s in these by-
laws to the r Aticles of Organization shall be deemed to refer to
the Articles of Organization of the corporation, as -amended and
in effect from time to time.
5
ARTICLL, VIII
Duties and Powers of Board of Directors
Section 1 . The Board of Directors shall have general charge and
` management of the affairs , funds , and property of the
Corporation . The Board shall have full power, and it
. shall be the Board ' s duty to carry out the purposes of
the Corporation according to its Articles of organiza-
tion and Bylaws.
Section 2 . The Board of Directors may vote the expenditure of
monies as it deems necessary or advisable .
Section 3 . The meetings of the directors may be held in the City
of Salem, in the County of Essex , or in any other
place in said County .
ARTICLE IX
Compensation of Directors and Officers .
Neither the officers, or directors , shall receive any
salary or compensation for services rendered to the
Corporation .
ARTICLE X
Notices
All notices to members shall be mailed to their
addresses as given on the books of the Corporation,
and such mailing shall constitute presumptive evidence
of service thereof .
ARTICLE XI
Amendments
These bylaws may be amended only by a majority vote of
the members present at a regular or special meeting of _
the Corporation, provided notice of the proposed
amendment has been stated in the call for the meeting.
However, the provisions irr these bylaws which relate
to the election of members (Article II , Section 3;
Article II , Section 5) may be amended only by a majority
vote of the Electing. Members of the Corporation.
1
J
ARTICLE VII
Duties of Officers
Section 1 ,
The President shall.
Board of Directors and
at all meetings
as he or the hall aProint suc}� co�mithees
necessary. Corporation shall consider expedient or
Section 2 . In t1le absence q of the President,
Perform his duties, and in the absencethe reasurer shall
and Treasurer, the Clerk shall of both
duties of Preside and President
the President, assume the
Section 3 . The Treasu
rer shall have charge of all receipts and
monies of the Corporation,
Of the Corporation in a deposit them in the name
Of Directors bank approved b
, and disburse funds as ordered the Aoaut
• I by the Board of. Directors . Bred o -
r a
accounts of his receipts and s authorized
_ record w shall P regular
when requested , and give an submit his
at regular meetings of the Corporation ,mlzed statement
responsible for the filin lie shall be
forms and annual re g of all State and Federal withdrawal slips in
Pbehalf of thefie Corporation
tax
� and all g checks and
of its bank accounts , and the same shall
honored on his signature alone
in excess of $1 , 000. 00 must be Signed
except that all checks
President and Treasurer and be e
Siged by both the
Board of Directors . approved by the
Section 4 , The Clerk shall keep
the shallminutes Of all meetings of
at the close of each hall , if requested the
mail out all read such minutes
notices for meetings and shall
Directors . 9 of the Board of
Section 5 . The President and
the Treasurer or Clerk shall ,
SO directed by the Board cif Directors ,
contracts le being
or other instruments in w sign all leases,
' writing .
d
• A
Section 3 . At all meetings of the Corporation , either regular or
special , a majority of all members in good standing ,
shall constitute a quorum.
Section 4 . If a quorum is not present , the presiding officer may
`adjourn the meeting to a day and hour fixed by him.
of the Cor oration
Section 5 . At all meetingsCorporation., the order of business
shall he as follows :
(a ) Reading of minutes of immediate prior meeting for
information and approval .
(b) Reports of officers .
(C) Rcport-s of commi.ttre�s .
(0 ) Election of members .
(e) Unfinished business .
( f ) New business .
(g) Reading and approval of minutes of meeting just
held, if requested .
Section 6 . A vote by a majority of members present at a meeting of
the Board of Directors shall be deemed to be the action
of the Board of Directors .
ARTICLE V
Election of Officers
Section 1 . The Board of Directors shall elect from among their
number a President, a Treasurer , and a Clerk . The
meeting of the Board of Directors to elect officers
shall be held on the first Wednesday in September .
Officers elected shall hold office until new officers
are elected .
• ARTICLE VI
Vacancies in Office
Section 1 . If a vacancy occurs among tho officers , tho vacancy
shall be filled for the unexpi rr_c1 term by the I�oard of.
Directors .
' 2
-"Section 4 . The membership , and the rights and privileges of all
" ' members of the corporation shall not be assignable .
Section S . The corporation shall at no time have more than 10 members
(including Electing and Non-Electing Members) and at all
times the Electing Members of the corporation shall number
in the majority.
ARTICLE III
Government
Section 1 . The general management of the affairs of. the Corporation
shall be vested in the Board of Directors , which shall
consist of all members .
Section 2 . The officers of the Corporation shall consist of a
President, Treasurer and Clerk selected from the Board
of Directors , as provided in Section 1 of Article V
of these Bylaws .
Section 3 . The President shall have the right to establish committees '
and shall be a member , ex-officio, of all committees .
Section 4 . Removal . A Director or Officer may be removed from office *-
and from membership in the corporation with or without
cause by vote of a majority of the members of the
corporation . A Director or Officer may -be removed only
after reasonable notice and opportunity to be heard
before the members of the Corporation .
ARTICLE IV
Meetings
Section 1 . The annual meeting of the members of the Corporation
shall be held on the first Wednesday in September .
Notice of the time and placr of holdi.nq the annual meeting
sh,111 be mailed to each member at least five days previous
thereto .
Section 2 . Special meetin(Is of the membership of the Corporation may
be called by the President at any time on his own initia
tive, or by the Treasurer upon request of five members
to such officer made in writing. Notice of the meeting
shall be mailed to each member at least ten days previous
to the meeting, and at such special meeting there shall
only be considered such business as is specified in the
notice of meeting.
-" BYLAI%'S
OF ,
SnT,T?M LAND CONSTERVnTIOM TRUST, IMC .
ARTICLE I
Name and Object of Corporation
Section 1 . This corporation shall be known as the Salem Land
Conservation Trust, Inc. hereinafter called the
Corporation .
Section 2 . The object and purposes of the C'oripor,-Iticn shall be
( 1 ) to preserve land in its natural state both
within and without the City of Salem, Massachusetts ,
(2 ) to educate the public in the fields of
conservation , ecology, and land-use planning ,
( 3 ) to preserve, promote and encourage the use of
open lands for recreational purposes . In further-
ance of these purposes the corporation shall be
empowered to acquire, sell , lease , convey , invest
and reinvest in property, real or personal , accept
clonations , raise funds and expend the same and
to do all that is necessary or appropriate for -the
accomplishment of the above purposes .
ARTICLE II
Membership
Section 1 . The membership of the Corporation shall initially consist•
of those persons who have signed the Articles of
Organization as incorporators . Thereafter the membership
shall consist of all r)ersons who are received into
membership as hereinafter provided .
Section 2 . All persons who are members of the Conservation Commission
of the City of Salem, Massachusetts , shall , during their
active tenure as Commission members , be Electing_ Members
of the Corporation .
:section 3 . The Electing members of the Corporation may be majority
vote , elect additional individuals into Non-Electing
membership in the Corporation . Such additional Non-
Electing Members shall thereafter have all the rights and
privileges of all other members except the right to elect
other Non-Electing Members . All such individuals who are
elected as Non-Electing Members in the corporation shall
serve for a period of one 'year from the date of the
election into membership.
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF ORGANIZATION
GENERAL LAWS, CHAPTER 180
I hereby certify that. upon an examination
of the within-written articles of organization, .
duly submitted to me, it appears that the
provisions of the General Laws relative to the
organization of corporations have been corn-
plied with, and I hereby approve said articles;
and the filing fee in the amount of S30.00 ha%ing
been.paid. said articles are deemed to have been
filed with me this da)
of 19
l.,//C(ri v(' dale
jOHN F.X. DAVORUN
Secretary of the Commonuveni'th
TO BE FILLED IN BY CORPORATION
CHARTER TO BE SENT TO
Brian French
26 Pickman Road
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . _ . . ,Salem.,. . Massachusetts. . . . . .
FILIM; FF.E$30.00 CHARTEIR )`FAILED
DELIVERED
• �- .. - .. --.. r - •'t- -. _�_.. . :'+en ..�+.n�..r,rr A.vST-�-.N,^•fr.7'+w,�w-rC. rN....w,r...r..r •s-e.a•
I t;U i;;L'(; I I o r S. p re sit,.L,n t. t!r a S u i i,, 'i T"c'. t:ic r K
or (,Ih,-r presiding, financial or recording officers whose nanit-, arc sct out below, have been duly elected.
I he t.,fl-clive date of organization of the . )rporation shall he the date of filing with the Secretary of the
Colllnimivvealth or if later(late is desired, vecify date. (not mor:., than 11)days after date of tiling.)
7. The following information shall not for any purpose be IT- iff-d I,; I of!rnianent part of the Articles of
Organization of the corporation.
a. The post office--address.of the initial principal office of the corporation in Massachusetts is:
b. The name, residence, and post office address of each of the initial directors and following officers of
the corporation are as follows:
NAME RESIDENCE POST OFFICE ADDRESS
President: . . . .Brian French 26 Pickman Road , Salem, Alassachusetts
. . . . . . . . . . . . . . . . . . . . I . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Treasurer: David, . Devoe 10 Dearborne Lane , Salem, �Iassachusetts
Clerk. Mary. E.1.1e.n. Pelletier 2.0. . S.c.e.nic. Av.e.n.u.e.,. S.al,em.,. M.as.sa.ch.use t t:,--
Directors: (or officers having the powers of directors)
-f)o n ar-1 d--H tj n-t—
hIary Ellen Pelletier
Paul Willis
David Devoe
Bradford Northrup
Brian French
c. I-he date initially adopted on which the corporation's fiscal year ends,is:
June 30
d. The date initially fixed in the by-laws for the annual rn—tirg of members of the corporation is:
First Wednesday in September
e. The name and business address of the resident agent, if any., of the.corporation is:
Tone
JNi WI rNE-SS WHUREOF and under the penalties of perjury the above-narned INCORPORATOR(S) sign(s)
these Articles of Organization this day of 19 "1
. .... . . . . . . . . . . . . . . .
. . . . . . . . . . . . . .
--Don n+d—H-m� David Devoe
," !Mary Ellen Pelletier Bradford Northrup ,,
. . . . . . . . . .
Paul Iq I I i S Brian French
Hit, 111gii,imic of each inCotporator which is not a natural person tnwt !,t, by an individual who shall show thr
111,11 he act-, and by signing shall represent tinder illc hcnalti^sf perjury that he is duly authorized
bt*11,11f to sign these Aillciv% of Organization.
Article 6A . II'DEMNIPICATION. ,
1 , Except as limited by law or as provided in Para,.raphs 2
and 3 , each Officer of this- Corporation (and hi; heirs anti personal
representatives ) shall be indemnified by this Corporation against
all Expense incurred by him in connection wit'li each Proceeding- in
which he is involved as a result of hi-s serving. or having served as
an Officer of this 'Corporation or , at the request of this Corporation
as a director , officer , employee or other agent of any other
organization.
2. i10 in,?emnifi.cation shall be provided to ;111 Officer 'with
respect to a :natter as to whlcli it shall have been ail j <<dl c lted in
-any proceediiit; that lie did not act ill good faith i 1 the reZ:,onable
belief that ills action was in the best interests of this Corporation .
3 . Irl the event that a Proceeding is comproi,iised or settled
so as to impose any liability or obligation upon an Officer or upon
this Corporation , no indemnification shall be provided to said
Officer with respect to a matter if this Corporation has obtained
an opinion of counsel that with respect to said matter said Officer
did not act in good faith in the reasonable belief . that his action
was in the best interests of this Corporation.
gl . To the extent authorized by the Boarrl of Directors or the
membershiu, this Corporation may pay , iridemni £i.cation in a:.v-epee of
final disp si �ioil of ,z Proceeding , upon receipt of an �indcrt.a�:ir�� by
the porsoll Iridec,inl fled to rep;�y such irl.jernnl flc �t t �n if it 31),111
be estlblishe�3 that lie is not entitled to indemnif 1_catlori by an
adjudication under Paragraph 2 or by an opinion of cour:sel uir lcr
Paragraph 3 hereof .
5 . I,or the purposes of this ' Article ,
(,1 ) `Of " means any person who serves or, :gas Served
as a director or in any other office filled by election or
appointment by the members or the Board nf DirectnrG
(b ) • "Proceeding" means any action , suit or proceedinc, .
civil or criminal , brought or threatened in or before any
court , tribunal , administrative or legislative body or agency ,
and
(c ) "Expense" means any liability fixed by, a judgment ,
order , decree , or award in a Proceedin;r, any amount reasonably
paid in settlemerit of a Procee�ling anJ any profeS31onal fees
and other disbursement3 reasonably incurred in a Proceeding?.
6 . Nothing in •this Article shall limit any lawful rights to
indemnification existing Independently of this Article .
-2A- .
. I !hC • . I`,' ' '. ., '11(`r �Sn • !Ie C., 0! R;t•mhC:' IBC �1C`;l�;natic•;} ,.-1 v—ji ,:3%tcti. tt.e mannet t,t I
election ur ,,i'I—inth}ent, the duration of membership ,,nd the qualification and ri;;hts, including noting
rights, of the members of each class,are as follows:—
_ectin( ?embers - All persons who are members of the Conservation
Commission of the City of Saletn s:}all , during
their active tenue as Commissi�)ti members , be
members of the Corporation and shell have all of
the rights and privileges of all other members
including the right to elect additional indivi-
duals into Membership in the Corporation as
provided in the by-laws of the Corporation .
"on-Electing Members - As provided by the by-laws of the Corporation,
the Electing Members of the Corporation may by
majority vote elect additional individuals into
Non Electing Membership - in the Corporation.
Such Non-Electing members h.�1.1 thereafter
have all of the rights and privileges of all
other members except the right to elect other
Non-Electing Members .
• 4. Other lawful provisions, if any, for the conduct and regulation of the busincss and affairs (I the cor-
poration, for its voluntary-dissolution, or for limiting, defining, or regulating thA po•.k r.rs of the corporation,
or of its directors or members, or of any class of members,are as follow--:—
None
1
.i
- t
• i
t
t,
• If there are no ro vi�ic>nti %tale "None".
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L,lil' L11111111011111�VAtlt 11f { :�<t�1!:1arl�ll-qrtt, ,
JOHi a F.X. DAVORI'N RECEIVED
1 I Secretary r>.f the C'01"rnon��'F'rrllh
I STATE. IIOUSE
BO STOP, MASS. 021::3 MAR 2 9 1977
ARTICLES OF ORGANIZAJ ION
G.L. Ch. 180►
Incorporators CORPORATION DIVISION
(UnderSECRETARY'S OFFICE
NAME BFSIUEN(,E
Inr11,,1,gi t•er, name in full in case of natural persons: in case of d corporation, give state of incorporation.
f•lary c1len Pelletier 20 Scenic r\vellilr? , Salem, Massachusetts
PauI Wi 1 1 Is 4 River St i-cet , .-:.1-.S0 _,ILISCtts
David Devoe 10 ..uearhorne ,).,pane, Salem, PlassaciiuSeLLs
'3r-idfor,i tJorthrup 49 Turner. Street , Salem, "fassachusetts
Brian French 26 Pickman Road, Salety, iassachusetts
l'he above-narned incorporator(s) do hereby associate (themsel•.es),with the intention of forming a
corporation under the provisions of General Laws, Chapter 180 and hetebv%Iate(s):
1. The name by which the corporation shall be known is:
Salem Land Conservation ':rust , Inc .
I The purposes for which the corporation is formed are as follows:
The olDject and purposes of S31em Land �:onservation Trust , Inc-. sha
big ( 1 ) to preserve land in its nat!)ral s►, ''c�ch within and � ithout ti.
City o Belem, ,',assachusetts , ( 2) to e:iucate tile_ r-ul-lic in the fief s o
Conservation , ecolorly , and land-use nlann i.nct , aril ( 3) to preserve , pro-
mote and encouracre the use of open lands for recreational purposes . In
furtherance of these purposes the corpor i Lien F hall the em.powcreJ to
aCr'i:lr well. , lease , r.onvPv: i n.�IP�t Ati,l T"� i It •�r to nrn,,E'r � rc»1 Cr
personol , accept donations , + raise funds ,Inc] c; !."e.!) 1 t_le same and to do
all that is necessary or appropriate for accomplishment of the
above purposes .
It is intended that the corporation shall. L2 entitled to e-emption
from federal income tax under section 501 (c) ( : ) of the Internal
Revenue Code , anti shall not be a 17rivate founc',-)tion under Section 509
(a ) of the Internal Revenue Code .
The corporation may have and exercise all rowers necessary or con-
venient to effect any or all of the purposes for which the corporation
is formed; provided that no such power shall be exercised in a manner
inconsistent with t.lassachusetts General Laws , Chapter 130 or any other
Chapter of the General Laws of the Commonwealth of Massachusetts or
Section 501 (c) ( 3) of the Internal Revenue Cade.
NOTE: if provisions for which the space provided under Articles 2.3 and 4 is not sufficient,additions should be
set otit on continuation sheets to be numbered 2A. 213, etc. Indicate under each Article where the provision is
set nut. C-ontinuntion sheets shall be on W.i" z II" paper and mutt ha%e a lift-hand margin I inch wide for
binding. Only one side should be used. f I
l ',