DEDICATED TO PRESERVATION, RESTORATION & REVITALIZATION OF THE MOSHASSUCK RIVER

Friends of the Moshassuck Bylaws

Bylaws, including Statement of Purpose, for Friends of the Moshassuck.
Adopted Sept. 12, 1998 and amended Jan. 1999

Statement of Purpose

The Friends of the Moshassuck has been established to help heal the Moshassuck River from the ills visited upon it by Industrialism, help people learn about and experience the joys and wonders of the Moshassuck River, both natural and man made, and explore and explain the relationship between ecology and economy in the modern world, with a special emphasis on the development of urban communities.

The Rules

In keeping with the size of the Moshassuck River, the Friends of the Moshassuck shall be a small organization with a small budget. The Board of Directors shall consist of 9 persons with the addition of the non voting executive director making a tenth person on the Board. Officers shall be a President and a Secretary /Treasurer, both of whom shall be aided in their endeavors by the executive director. The Board, at its pleasure, may designate two of its members to separately hold the jobs of Secretary and Treasurer, but it is anticipated that neither job will be onerous, so it is suggested that the Board find one person for the duties.

To the extent possible the Friends of the Moshassuck shall attempt to achieve consensus on every issue or decision that comes before them. But in the modern world sometimes there is just no way to reach a consensus, despite the fact that the show must go on. Under those dire circumstances the Board of Directors may take a vote, and at least 2/3 of the directors present must be in agreement for a resolution to pass. A quorum for a regular Board Meeting shall be 5 of the voting Directors, while a quorum for the Annual meeting shall be 6 voting Directors.

Resolutions should be presented to either the Secretary/Treasurer or the executive director at least one month prior to the annual meeting for annual meeting resolutions, or 3 days prior to any other scheduled Board Meeting. 3 or more directors shall be able to call an emergency meeting on 24 hrs notice, though this shall be frowned upon. The Friends of the Moshassuck also realize that with the busy lives of its Directors that deadlines may be missed, and therefore the Friends of the Moshassuck will show some flexibility on deadlines, and will entertain new motions at board meetings in response to changing circumstances. Board Members shall assume some responsibility towards the needs of other Board members and not hit them with big surprises except in an emergency.

When possible the FOTM will work from written documents, but all documents can be rewritten by the Board as needed, and resolutions can be crafted on the spot. The Secretary shall be responsible for recording the actual resolution and for formally noting that a resolution was passed or not passed.

The President shall have no specific duties except to help the Friends of the Moshassuck carry out its mission. The biggest responsibility of the President is leadership.

At the present time there shall be no general membership of the organization, and no dues will be charged to anyone. The Executive Director, with the advise and consent of the Board of Directors, shall raise money for specific educational endeavors. Accepting that circumstances can change, the Board of Directors shall be attuned to meeting the needs of the people along the Moshassuck, and if at some future time, a general membership seems to be evolving, the directors shall be reminded by this document that that is okay, and they shall write additional bylaws.

Future Bylaw changes and amendments will require at least a 2/3 vote of the entire Board, meaning that no matter how many directors are present, at least 6 votes are needed to pass a Bylaw change.

Because there is no general membership the Board of Directors shall nominate and elect new members to the Board. They may form a nominating committee to expedite the process. The initial members of the Board shall be divided into three groups. 3 people shall be elected initially to a one year term. 3 people shall be elected to a 2 year term. 3 people shall be elected to a 3 year term. After this initial process 3 people will be chosen for the Board of Directors at each annual meeting for 3 year terms. There are no term limits, Board members shall be encouraged to serve as long as it seems to be the right thing to do.

The Board may form additional committees as needed.

No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation and the organization shall not participate in, or 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 this document, the organization shall not carry on any other activities not permitted to be carried on (a) by any organization 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 any organizations, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code or corresponding section of any future federal tax code, or shall be distributed to the federal, or a state or local government, for a public purpose.