Bylaws of the Friends of Willard Brook

ARTICLE I

The name of this Corporation shall be Friends of Willard Brook.

ARTICLE II

Purposes

Section1 - The purposes of Friends of Willard Brook are as follows:

The Corporation is organized to promote and conserve the natural, scenic and historical

resources of the Willard Brook State Forest and its Satellite Areas; to foster the use and

enjoyment of Willard Brook State Forest and its Satellite Areas by the public in a manner

consonant with the protection and preservation of the environment; to engage in such

educational, scientific and charitable activities as will assist the Commonwealth of

Massachusetts in the operation of Willard Brook State Forest and its Satellite Areas; and

to assist and work in cooperation with the Forest Supervisor in general support and

enrichment of Willard Brook State Forest and its Satellite Areas, and generally to do

any and all things in furtherance of the foregoing purpose. To accomplish these

purposes, the Corporation may solicit, receive and borrow, with or without security, real

and personal property, including funds, by way of gifts, contributions and subscriptions,

and administer, hold, convey, transfer, disburse, lend and sell the same for such

charitable, scientific, literary and educational purposes as are permitted by section

501(c)(3) of the Internal Revenue Code of the United States as it now exists and as

hereafter amended.

Section2 - Further purposes shall be:

a) This Corporation is organized exclusively for charitable, educational, and scientific

purposes; including, for such purposes, the making of distributions to organizations that

qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code of

1954 (or the corresponding provision of any future United States Internal Revenue Law).

No part of the net earnings of the Corporation shall inure to the benefit of, or be

distributed to, its members, board of 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 set forth in this Article. No substantial part of the activities of the Corporation

shall be the carrying on of propaganda, or otherwise attempting to influence legislation,

except as permitted under the Internal Revenue Code as amended, and the Corporation

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. Not

withstanding any other provision of these articles, the Corporation shall carry on only

such activities as are permitted to be carried on by a corporation exempt from Federal

Internal Revenue Code of 1954 (or the corresponding provision of any future United

States Internal Revenue Law).

b) Upon dissolution of the Corporation, the Board of Directors shall, after paying or making

provision for the payment of all of the liabilities of the Corporation, dispose of all of the

assets of the Corporation exclusively for the purposes of the Corporation in such manner,

or to such organizations organized and operated exclusively for charitable, educational,

or scientific purposes as shall at the time qualify as an exempt organization or

organizations under section 501(c)(3) of the Internal Revenue Code of 1954 (or the

corresponding provision of any future United States Internal Revenue Law), as the Board

of Directors shall determine. Any such assets not so disposed of shall be disposed of by

the Superior Court of the County in which the principal office of the Corporation is then

located, exclusively for such purposes or to such organization or organizations, as said

Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE III

Offices

The principal office of the Corporation shall be located in the Town of Townsend, County

of Middlesex, Commonwealth of Massachusetts.

ARTICLE IV

Members

Section 1. The Board of Directors may by resolution establish one or more levels of

membership.

Section 2. All interested persons subscribing to the purposes of the Corporation may

become members upon payment of dues.

Section 3. Each Member shall be entitled to one vote of each matter submitted to a vote of

the members.

Section 4. The Board of Directors, by affirmative vote of two-thirds of all the Members of

the Board, may suspend or expel a Member for cause. Any member may resign

by filing a written resignation with the Secretary.

ARTICLE V

Meeting of Members

Section 1. The Annual Meeting of the Members shall be held in June of each year, at the

office of the Corporation or such other time and place as the Board of Directors

may select, for the purpose of electing officers and directors and for the

transaction of such other business as may come before the Meeting.

Section 2. Special Meetings of the Members may be called by the President, and shall be

called upon written request of the Board of Directors, or not less than five (5)

Members.

Section 3. Written notice stating the place, day and hour of any Meeting of Members shall

be sent to the Members not less than ten (10) nor more than forty-five (45) days

before the date of such Meeting, by or at the direction of the President, or the

Secretary, or persons calling the Meeting. The purpose or purposes for which the

Meeting is called shall be stated in the notice.

Section 4. Ten (10) Members shall constitute a quorum.

ARTICLE VI

Board of Directors

Section 1. The property, business and affairs of the Corporation shall be managed by a

Board of Directors. Directors shall be Members of the Corporation. The

President, Vice President, Treasurer, and Secretary shall, upon election,

automatically be Members of the Board of Directors.

Section 2. The Board of Directors shall consist of at least five (5) Members and a maximum

of fifteen (15), elected at the Annual Meeting of the Corporation by vote of the

Members. Directors shall serve for a term of two (2) years, and an individual

may not serve more than three (3) consecutive terms or six (6) consecutive years.

Section 3. The Board of Directors may select the time and place for holding both Regular

Meetings of the Board as well as the Annual Meeting of the Members.

Section 4. Special Meetings of the Board of Directors may be called by or at the request of

the President or any four (4) Directors by giving notice, of the date, time, place,

and purpose of such Meeting, to all Directors at least two (2) days in advance of

such Meeting.

Section 5. A majority of the Board of Directors shall constitute a quorum for the transaction

of business at any Meeting of the Board.

Section 6. Directors as such shall not receive any salaries for their services.

Section 7. Any vacancy occurring on the Board of Directors shall be filled by the Board of

Directors.

Section 8. The Board of Directors, by affirmative vote of two thirds of all Directors of the

Board, may suspend or expel a Director for cause. Any Director may resign by

filing written resignation with the secretary.

ARTICLE VII

Officers

Section 1. The officers of the Corporation shall be a President, Vice President, Secretary,

Treasurer, and such other officers as may be elected in accordance with the

provisions of this Article. The officers shall be Members of the Corporation.

Any two or more offices may be held by the same person, except the offices of

President and Secretary, and President and Treasurer.

Section 2. The officers of the Corporation shall be elected annually by the incoming Board

of Directors at the Annual Meeting. Each officer shall hold office until his or

her successor shall have been elected and qualified. Officers may be removed

from office by a majority vote of the Board of Directors.

Section 3. A vacancy in any office because of death, resignation, disqualification, or

otherwise may be filled by the Board of Directors for the unexpired portion of the

term.

Section 4. President. The President shall be the principal executive officer of the

Corporation and shall, in general, supervise and control all of the business and

affairs of the Corporation. The President shall preside at all Meetings of the

Members and of the Board of Directors. The President may sign, with the

Secretary, or any other proper officer of the Corporation authorized by the Board

of Directors, any deeds, mortgages, bonds, contracts, or other instruments which

the Board of Directors has authorized to be executed, except in cases where the

signing and execution thereof shall be expressly delegated by the Board of

Directors or by these bylaws or by statute to some other officer or agent of the

Corporation; and in general he/she shall perform all duties incident to the office

of President and such other duties as may be prescribed by the Board of Directors

from time to time.

Section 5. Vice President. In the absence of the President or in the event of the President's

inability or refusal to act, the Vice President shall perform the duties of the

President, and when so acting, shall have all the powers of and be subject to all

the restrictions upon the President. The Vice President shall perform such other

duties as from time to time may be assigned by the President or by the Board of

Directors.

Section 6. Treasurer. If required by the Board of Directors, the Treasurer shall give bond

for the faithful discharge of his/her duties in such sum and with such surety or

sureties as the Board of Directors shall determine. The Treasurer shall have

charge and custody of and be responsible for all funds and securities of the

Corporation; receive and give receipts for monies due and payable to the

Corporation from any source whatsoever, and deposit all such monies in the

name of the Corporation in such banks, trust companies, or other depositories as

shall be selected in accordance with the provisions of Article X of these bylaws;

and in general perform all the duties incident to the office of Treasurer and such

others as from time to time may be assigned by the President or by the Board of

Directors.

Section 7. Secretary. The Secretary shall keep the Minutes of the Meetings of the Members

and of the Board of Directors in one or more books provided for the purpose; see

that all notices are duly given in accordance with the provisions of these bylaws

or as required by law; be custodian of the corporate records; keep a register of

the post office address of each Member and contributor; shall serve as Clerk of

the Corporation; and in general perform all duties incident to the office of

Secretary and such other duties as from time to time may be assigned by the

President or by the Board of Directors.

ARTICLE VIII

Committees

Section 1. Committees may be designated by a resolution adopted by a majority of the

Directors present at a Meeting at which a quorum is present. Except as otherwise

provided in such resolution, members of each such committee shall appoint the

Members thereof. Any Member thereof may be removed by the person or

persons authorized to appoint such Member whenever in their judgement the best

interests of the Corporation shall be served by such removal.

Section 2. One member of each committee shall be appointed Chairman by the person or

persons authorized to appoint the members thereof.

ARTICLE IX

Contracts, Checks, Deposits and Funds

Section 1. Unless otherwise specified by the Board of Directors, only the President will

enter into contracts or execute and deliver any instrument in the name of and in

behalf of the Corporation. In any such situation, the President may act only

following a vote of the Board of Directors authorizing such action.

Section 2. All checks, drafts or orders for the payment of money, notes or other evidence or

indebtedness issued in the name of the Corporation shall be routinely signed by

the Treasurer of the Corporation. Any check up to one hundred dollars ($100.00)

may be signed by the Treasurer. Any payments in excess of $100.00 made by

the corporation must be approved by the Board of Directors before the Treasurer

is authorized to sign on behalf of the Corporation. In the Treasurer's absence, the

President will sign checks subject to the above restriction. Additional signatures

may be added by a majority of the Board of Directors.

Section 3. All funds of the Corporation shall be deposited from time to time to the credit of

the Corporation in such banks, trust companies, or other depositories as the

Board of Directors may select.

Section 4. The Board of Directors may accept on behalf of the Corporation any

contribution, gift, bequest, or devise for the general purposes or for any special

purpose of the Corporation.

ARTICLE X

Books and Records

The Corporation shall keep correct and complete books and records of account and shall also keep Minutes of the proceedings of its Members, Board of Directors, and Committees, and shall keep at the principal office a record giving the names and addresses of the Members entitled to vote and of the contributors. All books and records of the Corporation may be inspected by any Member, or his/her agent or attorney for any proper purpose at any reasonable time.

ARTICLE XI

Fiscal Year

The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year unless otherwise designated by the Board of Directors.

ARTICLE XII

Dues

The Board of Directors may by resolution establish rates of annual dues for the various levels of membership.

ARTICLE XIII

Amendments to Bylaws

Provided that Article II as originally adopted shall not in any way be contravened, these bylaws may be altered, amended, or repealed and new bylaws may be adopted by a two-thirds majority of the members present at the Annual Meeting or at any Special Meeting of the Members, if at least fourteen days written notice is given of intention to alter, amend, or repeal, or to adopt new bylaws at such Meeting, and such notice shall specify the language of the proposed change.