Bylaws

Save Mashpee Wakeby Pond Alliance Bylaws

ARTICLE I. NAME OF ORGANIZATIONThe name of this organization is Save Mashpee Wakeby Pond Alliance (the “Alliance”)

ARTICLE II. PURPOSEThe Alliance is composed of a group of dedicated members working to influence the preservation, protection and enhancement of the environmental, recreational, and economic well-being of Mashpee-Wakeby Pond and the waters it feeds.

Our charter includes, but is not limited to the following:

1) Recruit Members, Build Awareness & Motivate Action

2) Drive Timely Implementation of the Diagnostic Study of the Pond

3) Ensure Expedient Sewer Conversion in areas affecting the Pond

4) Seek Solutions to Reduce Stormwater Runoff into the Pond

5) Protect Large Parcels of Undeveloped Land on the Pond

6) Drive for action on the Cranberry Bog

7) Establish Partnerships with other Aligned Entities

8) Engage our Elected Officials in Town, State & Federal Governments to Support our Efforts

ARTICLE III. MEMBERSHIP, RIGHTS & DUESMembership-Membership shall be open to any current resident, property owner, business operator or citizen in the Mashpee-Wakeby Pond area who supports the purpose statement in Article II. Membership is granted after enrollment in the group by completion of a membership form on the organization’s website, www.savemashpeewakeby.org

Member Rights-All members shall have equal rights and privileges. Each member shall be entitled to one vote at the Annual Meeting of the Alliance or at any special meeting of the general membership.

The Board shall have the authority to establish and define non-voting categories of membership.

Resignation or Termination-A member may resign at any time by giving notice to any member of the Board of Directors. A member can have their membership terminated by a majority vote of the Board of Directors.

Dues-While no dues are required at this time, members are encouraged to make an annual donation to the Alliance.

ARTICLE IV. ELECTION OF DIRECTORS, OFFICERS, NOMINATING COMMITTEE & ADVISORY COUNCILBoard of Directors-The Board of Directors shall be composed of nine (9 or 11) persons.

The management and control of the affairs, funds and property of the Alliance shall be vested in a Board of Directors.

The election of Directors shall take place at the Annual Meeting as detailed in Article V, with one-third to be elected each year for three-year terms, and with others elected as needed to fill unexpired terms. A simple majority vote of members present and voting shall constitute election into office.

Reasonable effort shall be made to select directors from both sides of the pond (Mashpee and Wakeby) as well as from both Towns with pond abutters (Mashpee and Sandwich).

The term of office for each director shall be three years, with a limit of two consecutive complete terms. Thereafter, he or she may not be re-elected until at least one year has passed. Service for an incomplete term to which a director may initially have been elected or appointed shall not be considered a complete term.

In the event of a vacancy occurring between the Annual Meetings, the Board may appoint a person to serve until the next Annual Meeting.

Officers-The offices of the Alliance shall be the President, Vice President, Secretary, and Treasurer. Co-Presidents and/or Co-Vice Presidents are acceptable. Officers shall be elected for terms of one year at the first meeting of the Board of Directors following the Annual Meeting. Only directors are eligible for election as officers.

The duties of the officers are as follows:

1) The President shall preside at all annual and special meetings of the Alliance. The President shall also act as Chair of the Board of Directors and of the Executive Committee of the Board. He or she shall perform such duties as usually pertain to the office, as well as those assigned by the Board. He or she will be responsible for ensuring that all reports due to be filed with the Commonwealth and the Federal Government are filed as required to ensure the continued non profit status.

2) The Vice President shall perform such duties as the Board may assign. In the absence of the President, he or she shall perform the duties of the President.

3) The Treasurer shall be responsible to the Board for receipt and disbursement of all funds, for maintenance of financial records, and for monitoring the compliance with the annual budget. He or she shall present current statements of receipts and expenditures at all regular meetings of the Board and at the Annual Meeting of the Alliance. Further, he or she shall prepare required tax documents for both the Commonwealth & Federal Government. Should it be necessary, the Treasurer shall participate in direct audits of the funds of the program according to funding source guidelines and generally accepted accounting principles.

4) The Secretary shall attend all meetings of the Board of Directors and the Executive Committee, and all meetings of members. In the event of an absence, he/she shall find a replacement for the following duties: He/She shall record all votes and minutes of all proceedings at meetings and make the minutes available to the Board promptly and such minutes shall be available for inspection by all members of the Alliance. The Secretary shall perform such other duties that may be assigned by the Board.

Any officer or director who decides he or she cannot carry out the duties of that office shall notify the President of their resignation in writing. Any director or officer who proves unable to carry out the duties of their office may be removed by a two-thirds vote of the Board of Directors.

There shall be standing committees responsible to the Board of Directors. The President shall appoint the chair of each standing committee from the board. Each chair shall then propose the names of persons to serve on his or her committee. The standing committees are listed in attachment 1:

The Board may establish additional standing committees as the need arises and the President may appoint ad hoc committees or work groups for specific purposes. In this case, the Secretary will prepare a revised attachment 1 to reflect the changes approved by the Board.

Nominating Committee-The President will appoint a nominating committee annually. The committee will be comprised of two directors (preferably a past director/president and a current director), and a member at large. The committee will prepare a slate of proposed directors to be voted on at the annual meeting. The nominating committee shall serve until it presents its nomination slate at the Annual Meeting of Members.

Advisory Council-An Advisory Council may be created whose members shall be elected by the Board of Directors annually but who shall have no duties, voting privileges, nor obligations for attendance at regular meetings of the Board. Advisory Council members may attend said meetings at the invitation of a member of the Board of Directors. Members of the Advisory Council shall possess the desire to serve the community and support the work of the Organization by providing expertise and professional knowledge.

ARTICLE V. MEETINGS-Meetings will be conducted in person when possible, but always with the option of remote access. Meetings with remote access may be recorded and participants shall be notified of this recording and will be required to acknowledge said fact.

A quorum of fifty percent plus one of the current Board members is required for any meeting of the Alliance Membership or Board of Directors. No vote can be taken without a quorum. All decisions of the Board, except as otherwise specified, will be made by majority vote of the Board members present at Board meetings.

Roberts Rules of Order shall govern parliamentary procedures in all meetings of the organization if questions are raised concerning parliamentary procedures.

Annual Meeting-The annual meeting of the Alliance shall be held at a time and place in either Mashpee or Sandwich, Massachusetts, to be determined by the Board of Directors, usually in June.

Quarterly meetings-Quarterly meetings of the members may be called by the Board at any time, or upon the written request of fifteen members. All members will be advised of the place, time, date and purpose of each Alliance meeting by the Secretary at least 2 weeks in advance and may vote at such meetings.

Board Meetings -The Board shall meet as soon as practical after the Annual Meeting for organizing purposes and thereafter at least every two months throughout the year, or more often, if necessary. The President may call an emergency meeting of the Board, if necessary.

An action required or permitted to be taken at a Board meeting may be taken without a meeting if a majority of Directors’ consent to the action in writing and the written consents are filed with records of the Director’s meeting. Such consents shall be treated as a vote at the meeting of Directors. Electronic correspondence shall be accepted.

Committee Meetings -Standing committees and ad hoc committees shall meet on call from their respective chairs or from the President as frequently as necessary to carry out their affairs and to prepare reports and recommendations for the Board.

ARTICLE VII. FISCAL YEARThe fiscal year of the Alliance shall be the calendar year.

ARTICLE VII. CHANGES TO BYLAWS & ATTACHMENTSThese bylaws and attachments may be amended at any meeting of the membership by a two-thirds vote of those present, provided the Secretary has advised the membership in the call to the meeting of the amendment to be presented, in full or in summary. Copies of the proposed change shall be available from the Secretary two weeks prior to the meeting.

Either the Board of Directors, by a majority vote, or any fifteen members, by submission to the secretary in writing (electronic correspondence or zoom correspondence accepted) may initiate proposals for change in the bylaws.

Minor Corrections may be made by the Secretary in regard to such items as spelling, grammar, gender, punctuation, capitalization, paragraph numbering and sequence as may be appropriate, provided that no change in the meaning or intent of the Bylaws without an affirmative vote of the members as stated above.

ARTICLE IX. DISSOLUTIONUpon dissolution of the Alliance, the Board of Directors shall after paying or making provision for the payment of all liabilities of the Alliance, dispose of all the assets of the Alliance in such a manner or to such organization or organizations as are operated exclusively for environmental, scientific, educational or land preservation purposes.

ARTICLE X. INDEMNIFICATIONThe Officers of the Alliance and the members of the Board of Directors shall be indemnified and held harmless from the consequences of any and all actions and omissions to act which they or any of them may take or fail to take in the course of attempting in good faith to affect the purposes of the Alliance or to carry out any policies or programs approved by the Board.

SMWPA STANDING COMMITTEES 2022-2023The Executive Committee, which shall consist of the officers of the Alliance and, if needed, one other director elected by the board - for a total of 5. It may be convened by the President to consider and act on matters of urgency which cannot await a regular meeting of the full Board. The Executive Committee shall report about such meetings to the Board at its next scheduled meeting. This committee shall coordinate our Annual Meeting in June.

The Finance Committee, which shall be responsible for the custody of all funds of the corporation, for financial planning, for fund raising, for grant writing, and for preparation of the annual budget. The Board of Directors must approve the budget. All expenditures must be within budget. Any major change in the budget must be approved by the board or the Executive Committee. Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to the membership, board members, and the public. It is authorized to invest, sell, and reinvest the monies and securities of the Alliance within policy guidelines established by the Board. It shall report regularly to the board on the status of all invested funds. The Treasurer shall serve as Chair of the Finance Committee.

The Membership Committee, which shall be responsible for encouraging membership in the SMWPA, maintaining a database of current and potential members and keeping a roster of voting members.

The Education & Program Committee, which shall plan research, conduct educational efforts, assist in recruiting volunteers for educational & research projects and develop programs that promote environmentally sound practices for improving the health of Mashpee-Wakeby Pond. This committee shall also evaluate existing programs and shall work with the Finance Committee to seek grant funding for worthy water-related projects.

The Communications Committee, which shall oversee the creation of communications and shall act in concert with the Education and Program Committees; communications may include websites, newsletters, social media, & brochures.

The Influence & Advocacy Committee, which shall work to establish relationships with officials in both the Town of Mashpee & Town of Sandwich by attending meetings of the Select Boards, the Mashpee Wakeby Lake Management Committee, and other pertinent departments/committees as needed. This committee shall recruit members to attend these meetings with regularity and to drive attendance at all Town Meetings where votes concerning our Pond are involved.

Key ad hoc liaisons will report to the chair of the Influence & Advocacy Committee and will be:
1) The Diagnostic Pond Study Liaison, who shall work directly with the Mashpee Wakeby Lake Management Committee to offer support in executing the actual study of water quality of the Pond and its surrounding watershed.
2) The Sewering Liaison, who shall work with both towns as the sewering around the ponds has been accelerated.
3) The Stormwater Runoff Liaison, who shall help identify key sources of runoff that may be mitigated before the official Pond Study report can be delivered.
4) The Let’s Make A Splash Fundraiser Liaison- who shall organize and deliver our annual fundraiser in September.

ADOPTION OF BYLAWS
We are the initial directors or incorporators of this corporation, and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of these 8 pages, as the Bylaws of this corporation.

ADOPTED AND APPROVED by the Board of Directors via zoom vote on this 21st day of February, 2022.

Susan Dangel, President, Save Mashpee Wakeby Pond Alliance

Jonathan Smith, Co- Vice President, Save Mashpee Wakeby Pond Alliance

Meredith Harris, Co- Vice President, Save Mashpee Wakeby Pond Alliance

Karen McGrath, Secretary, Save Mashpee Wakeby Pond Alliance

Carla Mullen, Treasurer, Save Mashpee Wakeby Pond Alliance

Linda Smith, Director, Save Mashpee Wakeby Pond Alliance

Michaela Colombo, Director, Save Mashpee Wakeby Pond Alliance