Article I – General Provisions
Section 1. Name
The name of the Corporation shall be Bungay Associates, Inc.
Section 2. Location
The principal office of the Corporation shall initially be located at the place set forth in the Articles of Organization of the Corporation. The Directors may establish other offices and places of business in Massachusetts or elsewhere.
Section 3. Fiscal Year
Except as from time to time otherwise determined by the Directors, the fiscal year of the Corporation shall end on the 31st day of December of each year.
Article II – Members
Section 1. Members; Voting and Non-Voting
The members of the Corporation shall be (i) the Directors of the Corporation then in office and (ii) those persons who may be elected members by a majority of the then existing members entitled to vote. Any member may resign as such at any time by written notice to the Clerk of the Corporation. Members shall serve a one-year term. A condition of election to membership shall be payment of annual dues as established at the Annual Meeting by vote of a majority of members entitled to vote. Any member who is not a Director may be removed with or without cause as a member by vote of two-thirds of the Board of Directors present at any meeting of the Board of Directors.
Section 2. Voting Members
The members entitled to vote at the Annual Meeting, any Special Meeting in lieu thereof, or at any other Special Meeting shall be those members who:
- Own real estate abutting the shore of Greenwood Lake (also known as and hereinafter referred to as Bungay Lake), and the adult members of that person’s immediate family; or
- Own real estate appurtenant to which is the right of access to Bungay Lake, and the adult members of that person’s immediate family; or
- Lease real estate described in subsections a. or b. above for a term of not less than one (1) year, and the adult members of that person’s immediate family.
Section 3. Non- Voting Members
All other members not described in Section 2 above shall not have the right to vote.
Section 4. Meetings of Members
The Annual Meeting of the members of the Corporation shall be held on the fourth Tuesday in April in each year (or on the next business day if that day is a legal holiday) at such time and place as the Directors may determine. If the Annual Meeting is not held on such date, a Special Meeting in lieu of an Annual Meeting may be held with all the force and effect of an Annual Meeting. Special Meetings of the members may be called at any time by the President or the Board of Directors, and shall be called by the Clerk, or in the case of the death, absence, incapacity or refusal of the Clerk, by any other Officer, upon the written request of members representing at least ten percent of the smallest quorum of members required for a vote upon any matter at the Annual Meeting. Notice of the Annual Meeting setting forth the date, time and place of any such meeting shall be mailed to all members not less than seven (7) days prior to the date thereof. Notice of any Special Meeting shall be given in person or by telephone, telegraph or facsimile transmission at least twenty-four (24) hours in advance of the meeting or by mail postmarked at least three (3) days in advance of the meeting including the date of postmark but excluding the date of receipt.
Section 5. Action at Meetings
At all meetings of the members the vote of each member entitled to vote must be cast in person or by written proxy. Proxies shall be filed with the Clerk of the meeting, or of any resumed meeting, before being voted. Except as otherwise limited therein, proxies shall entitle the member named therein to vote at any resumed meeting but shall not be valid after final adjournment of such meeting.
A proxy purporting to be executed by or on behalf of a member shall be deemed valid unless challenged at or prior to its exercise, in which event the burden of proving invalidity shall rest on the challenger. Twenty-five (25%) percent of the members entitled to vote and present in person or represented by proxy shall constitute a quorum at any meeting of the members, but a lesser number may without further notice adjourn the meeting to any other time. At any meeting of the members at which a quorum is present, the vote of a majority of those members entitled to vote and present or represented by proxy shall decide any matter, unless a different vote is specified by law, the Articles of Organization or these By-Laws.
Section 6. Action by Consent
Any action required or permitted to be taken at any meeting of the members may be taken without a meeting if all the members entitled to vote consent to the action in writing and the written consents are filed with the records of the meetings of members. Such consents shall be treated for all purposes as a vote at a meeting.
Article Ill – Directors
Section 1. Powers
The business and property of the Corporation shall be managed by a Board of Directors who may exercise all the powers of the Corporation which are not expressly reserved to the members by law, the Articles of Organization or these By-Laws.
Section 2. Election
A Board of Directors of such number, not less than one, as shall be fixed by the members, shall be elected annually by the members entitled to vote at the Annual Meeting or at a Special Meeting in lieu of an Annual Meeting. All Directors shall hold office until the next Annual Meeting of the members or Special Meeting in lieu of an Annual Meeting and thereafter until their respective successors are chosen and qualified. Any vacancy in the Board may be filled by the Directors.
Section 3. Resignation and Removal
Any Director may resign by delivering a written resignation to the Corporation at its principal office or to the President or Clerk. Such resignation shall be effective upon receipt unless it is specified to be effective at some later time. Any Director may be removed from office with or without cause by the affirmative vote of a majority of the members entitled to vote and present at any meeting of the members at which a quorum of the members entitled to vote is present.
Section 4. Meetings
Regular Meetings of the Directors may be held without call or notice at such places and times as the Directors may from time to time determine, provided that any Director who is absent when such determination is made shall be given notice thereof A Regular Meeting of the Directors may be held at the same place as the Annual Meeting of the members or the Special Meeting held in lieu thereof, following or as a part of such meeting of the members. Special Meetings of the Directors may be held at any time and place designated in a call by the President, the Treasurer, or two or more Directors.
Section 5. Notice of Special Meetings
Notice of all Special Meetings of the Directors shall be given to each Director by the Clerk or, in the case of the death, absence, incapacity or refusal of the Clerk, by the Officer or one of the Directors calling the meeting. Such notice shall be given to each Director in person or by telephone, telegram or facsimile transmission sent to each such Director’s business or home address at least twenty-four (24) hours in advance of the meeting or by mail addressed to the Director’s business or home address and postmarked at least forty-eight (48) hours in advance of the meeting. Except as required by law, notice of a Special Meeting need not be given: (i) to any Director who, either before or after the meeting, delivers a written waiver of notice, executed by such Director, which is filed with the records of the meeting; or (ii) to any Director who attends the meeting and who, either prior to the meeting or at its commencement, fails to protest the lack of such notice. A notice or waiver of notice need not specify the purpose of any Special Meeting unless such purpose is the removal of a Director or an Officer.
Section 6. Quorum
At any meeting of the Directors a majority of the Directors then in office shall constitute a quorum for the transaction of business, but a lesser number may without further notice adjourn the meeting to any other time.
Section 7. Action at Meetings
At any meeting of the Directors at which a quorum is present, the vote of a majority of those present shall decide any matter, unless a different vote is specified by law, the Articles of Organization or these By-Laws.
Section 8. Action by Consent
Any action by the Directors or any committee may be taken without a meeting if a written consent thereto is signed by all the Directors or all the members of the applicable committees and filed with the records of the meetings of the Directors. Such consent shall be treated for all purposes as a vote at a meeting.
Section 9. Non- Voting Directors
The Directors may create classes of non-voting directorship and membership such as honorary directors, honorary members, associate directors, regional directors, friends, alumni and the like, and may elect persons to those classes for such terms and on such conditions as the Directors determine and may assign to such persons such responsibilities, duties and privileges as the Directors determine. Persons elected to such classes of membership shall not be Directors or members for the purposes of these By-Laws and shall have no votes at any meetings of the Directors or members.
Section 10. Committees
The Directors may elect from their own number an Executive Committee, and may elect such other committees as they may from time to time determine necessary or advisable, including without limitation, committees to deal with matters affecting fund raising, planning, development, building and grounds, investments, finances and budgets and other matters affecting the state of the Corporation, and may delegate such powers and duties thereto as the Board of Directors may deem advisable to the extent permitted by law. At any meeting of a committee a quorum for the transaction of all business properly before the meeting shall consist of a majority of the elected members of such committee.
Article IV – Officers
Section 1. Officers
The Officers of the Corporation shall consist of a President, a Treasurer, a Clerk and such other Officers as the Directors may determine.
Section 2. Election
The President, Treasurer and Clerk shall be elected annually by the Directors. Any other Officers determined necessary or desirable by the Directors may be elected by the Directors. Any two or more offices may be held by the same person. The Clerk shall be a resident of the Commonwealth of Massachusetts unless the Corporation shall appoint a resident agent for the service of process appointed in the manner prescribed by law. Except as otherwise provided by law, the Articles of Organization or these By-Laws, all Officers shall hold office until the first regular meeting of the Directors following the Annual Meeting of the members and thereafter until their respective successors are chosen and qualified.
Section 3. Resignation and Removal
Any Officer may resign by delivering a written resignation to the Corporation at its principal office or to the President or Clerk, and such resignation shall be effective upon receipt unless it is specified to be effective at some later time. The Directors may remove any Officer with or without cause by a vote of a majority of the Directors then in office.
Section 4. President
The President shall be the Chief Executive Officer of the Corporation and as such shall have charge of the affairs of the Corporation subject to the supervision of the Board of Directors. The President shall, subject to the direction and control of the Board of Directors, preside when present at all meetings of the members and Directors. The President shall have such other powers and duties as are usually incident to that office and as may be vested in that office by these By-Laws or by the Directors.
Section 5. Treasurer
The Treasurer shall, subject to the direction and control of the Board of Directors, have general charge of the financial affairs of the Corporation and shall keep full and accurate books of account. The Treasurer shall maintain custody of all funds, securities and valuable documents of the Corporation, except as the Directors may otherwise provide. The Treasurer shall have such other powers and duties as are usually incident to that office and as may be vested in that office by these By-Laws or as the Directors may designate for such office from time to time.
Section 6. Clerk
The Clerk shall give such notices of meetings of members and Directors as are required by these By-Laws and shall keep a record of all the meetings of members and Directors. The Clerk shall have such other powers and duties as are usually incident to that office and as may be vested in that office by these By-Laws or by the Directors. In the absence of the Clerk from any meeting of members or Directors, a Temporary Clerk designated by the person presiding at the meeting shall perform the duties of the Clerk.
Article V – Indemnification of Directors and Officers
The Corporation shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as a Director, President, Vice President, Treasurer, Assistant Treasurer, Clerk, Assistant Clerk or other Officer of the Corporation or who at the request of the Corporation may serve or at any time has served as a fiduciary or trustee of an employee benefit plan of the Corporation (collectively, “Indemnified Officers” or individually, “Indemnified Officer”), against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such Indemnified Officer in connection with any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (a “proceeding”) in which an Indemnified Officer may become involved by reason of serving or having served in such capacity (other than a proceeding voluntarily initiated by such Indemnified Officer unless the proceeding was authorized by a majority of the full Board of Directors); provided that no indemnification shall be provided for any such Indemnified Officer with respect to any matter as to which the Indemnified Officer shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such Indemnified Officer’s action was in the best interests of the Corporation or, to the extent that such matter relates to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan; and further provided that any compromise or settlement payment shall be approved by the Corporation in the same manner as provided below for the authorization of indemnification.
Such indemnification may, to the extent authorized by the Board of Directors of the Corporation, include payment by the Corporation of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if such Indemnified Officer shall be not entitled to indemnification under this Article, which undertaking may be accepted without regard to the financial ability of such Indemnified Officer to make repayment.
The payment of any indemnification or advance shall be conclusively deemed authorized by the Corporation under this Article, and each Director and Officer of the Corporation approving such payment shall be wholly protected if:
(i) the payment has been approved or ratified (1) by a majority vote of a quorum of either (a) the members entitled to vote who are not at that time parties to the proceeding or (b) the Directors who are not at that time parties to the proceeding or (2) by a majority vote of a committee of two or more Directors who are not at that time parties to the proceeding and are selected for this purpose by the full Board (in which selection Directors who are parties may participate); or
(ii) the action is taken in reliance upon the opinion of independent legal counsel (who may be counsel to the Corporation) appointed for the purpose by vote of the Directors in the manner specified in clauses (1) or (2) of subparagraph (i) or, if that manner is not possible, appointed by a majority of the full Board of Directors then in office; or
(iii) the Directors have otherwise acted in accordance with the standard of conduct applied to Directors under Chapter 180 of the Massachusetts General Laws, as amended; or
(iv) a court having jurisdiction shall have approved the payment.
The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of any Indemnified Officer entitled to indemnification hereunder.
The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled. Nothing contained in this Article shall affect any rights to indemnification to which Corporation employees, agents, Directors, Officers and other persons may be entitled by contract or otherwise under law.
This article, as amended, constitutes a contract between the Corporation and the Indemnified Officers. No amendment or repeal of the provisions of this Article which adversely affects the right of an Indemnified Officer under this Article shall apply with respect to such Indemnified Officer’s acts or omissions that occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted for by or was made with the written consent of such Indemnified Officer.
Article VI – Miscellaneous Provisions
Section 1. Execution of Instruments
All contracts, deeds, leases, bonds, notes, checks and other instruments authorized to be executed by an Officer of the Corporation on its behalf shall be signed by the President or the Treasurer except as the Directors may generally or in particular cases otherwise determine.
Section 2. Voting of Securities
Except as the Board of Directors may otherwise designate, the President or Treasurer may waive notice of, and appoint any person or persons (with or without power of substitution) to act as proxy or attorney-in-fact for this Corporation at any meeting of stockholders of any other Corporation, the securities of which may be held by this Corporation.
Section 3. Corporate Records
The original or attested copies of the Articles of Organization, By-Laws and records of all meetings of incorporators and members shall be kept in Massachusetts at the principal office of the Corporation or of the Clerk, but such corporate records need not all be kept in the same office. They shall be available
at all reasonable times for inspection by any member for any purpose in the proper interest of the member relative to the affairs of the Corporation.
Section 4. Definitions
All references in these By-Laws to the Articles of Organization and to these By-Laws shall be deemed to refer, respectively, to the Articles of Organization and the By-Laws of the Corporation as amended and in effect from time to time.
Article VII – Amendment of By-Laws
Section 1. Amendment
These By-Laws may at any time be amended or repealed, in whole or in part, by vote of a majority of the members entitled to vote, provided that the substance of any proposed change must be stated in the notice of the meeting at which such action is to be taken. A majority of the Directors in office may also amend or repeal these By-Laws, except that no amendment or repeal may be made by the Directors which changes the date of the Annual Meeting of members, or which alters the provisions of these By-Laws with respect to removal of Directors, indemnification of Directors and Officers, or amendment of these By-Laws, or which by law or the Articles of Organization requires action by the members. Not later than the time for giving notice of the meeting of members next following the making, amending or repealing by the Directors of any By-Law, notice thereof stating the substance of such change shall be given to all members entitled to vote, and any By-Law adopted by the Directors may be amended or repealed by the members entitled to vote.