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2049 Meetinghouse Way, West Barnstable, MA 02668
ARTICLE I
NAME, LOCATION, AND OBJECTS
The name of the Corporation shall be WEST PARISH MEMORIAL FOUNDATION INC.
The location of the principal office shall be in the village of West Barnstable in the Town and County of Barnstable, Massachusetts.
The object of the Corporation shall be as is set forth in the Charter (Agreement of Association), as follows:
To preserve the West Parish Meetinghouse in the Town of Barnstable as an historical memorial of early America and Americans,
and in furtherance of this end, to improve, repair, enlarge, alter, restore, and maintain the present 1717 structure, to acquire land, to make any contracts to these ends.
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ARTICLE II
MEMBERS
A. The members of the Corporation shall be the incorporators, the trustees, and those persons who have shown an active interest in the preservation of historic properties in general, and in the maintenance and the preservation of the Meetinghouse of the West Parish of Barnstable in particular, and who have been elected to Life Membership, Individual Membership or Family Membership by the Trustees.
B. The fee for Life Membership shall be as determined from time to time by the Board of Trustees, and shall be paid into the Reserve Fund.
The fees for Individual Membership and for Family Membership shall be as determined from time to time by the Trustees and shall be paid into the General Fund.
C. The Board of Trustees may make such rules as they from time to time determine regarding procedures for application, resignation and termination of members.
D. The annual meeting of the Members of the Corporation, for the purpose of electing trustees and transacting such other business as shall properly come before the meeting, shall be held on the second Saturday in March of each year.
The Clerk shall give notice of the annual meeting to all members at least seven (7) days before the meeting by mail, or in such other way as the Trustees shall order, and the meeting shall be held at the prinicpal office of the Corporation or at such a place as otherwise be designated in the notice.
Fifteen (15) members of the Corporation shall constitute a quorum at the annual meeting.
E. Special meetings of the Members may be called at any time and shall be held at the principal office of the Corporation, or at such other place in the Town of Barnstable as shall be specified in the notice by the President of his own motion, or by the Clerk upon the written request of any fifteen (15) or more members.
Notice of any special meeting shall be given to all members at least seven (7) days before the meeting to each member personally, or by mail, and such notice shall state the object or objects thereof.
Fifteen (15) members of the Corporation shall constitute a quorum.
F. Each member, regardless of the category of membership to which elected, shall be entitled to one (1) vote on each matter submitted to vote.
The Family Membership shall not have more than two (2) votes.
Votes shall be cast in person.
ARTICLE III
BOARD OF TRUSTEES
A. Supervision and control over the property and affairs of the Corporation shall be exercised by a Board which shall consist of at least nine (9) but no more than sixteen (16) Trustees, each of whom shall be a member of the Corporation and one of whom shall be the Pastor of the West Parish of Barnstable.
Trustees shall be elected annually by vote of the members for a term of three (3) years, except the Pastor who shall serve "ex-officio".
(For purposes of these By-Laws "ex-officio" means that the Pastor shall serve as Trustee, but only while also in service as Pastor of West Parish of Barnstable, and may serve on committees and may participate in meetings of the Board of Trustees, but shall not have the right to vote or the obligations, responsibilities and liability normally associated with the office of Trustee.)
Vacanies in the Board of Trustees may be filled for the unexpired term by a majority of the Trustees at any meeting duly called.
B. The Board of Trustees shall hold an organization meeting as soon after the annual meeting of the members of the Corporation as is practical, and may hold special meetings from time to time.
C. Special meetings of the Trustees may be called by the President, or by the Treasurer, or by any two Trustees.
Notice of such special meetings shall be given at least forty-eight (48) hours (excluding Sundays and legal holidays) in advance to each Trustee either personally or by mail provided, however, that special meetings may be held at any time or place without notice by unanimous consent of all trustees.
D. Seven (7) members of the Board of Trustees shall constitute a quorum.
E. A person who has served as a Trustee actively and with distinction, but who is no longer able to continue in an active capacity may be elected, either by the members of the Corporation or by the Board of Trustees as a Trustee Emeritus as a token of honor and esteem.
Trustees Emeriti shall not be considered as members of the Board of Trustees, however, and shall not have the right to vote or the obligations, responsibilities and liabilities normally associated with that office.
ARTICLE IV
OFFICERS
A. The Officers of the Corporation shall be the President, Vice President, Clerk, Treasurer, and Assistant Treasurer.
The officers shall be Trustees and shall be elected at the organization meeting of the Board of Trustees to serve one year or until their respective successors are elected and qualified.
If any office becomes vacant during the year, the Board of Trustees shall fill that office for its unexpired term.
B. The President shall preside at all meetings of the members of the Corporation and of the Board of Trustees, shall be Chairman of the Executive Committee and shall preside at its meetings, and shall be an ex-officio member of all other committees.
In the event of the unavailability or absence of the President, the Vice President shall have the power and perform the duties of that office.
C. The Clerk shall issue notices of all meetings of the Corporation and shall keep their minutes, shall have charge of the seal, and shall keep the corporate record books, Agreement of Association, Articles of Organization, and these By-Laws as from time to time amended, and shall make them all available at reasonable times to any Trustee or member of the Corporation.
In the event of the unavailability or absence of the Clerk, a temporary clerk may be appointed by the President to perform the duties of that office.
D. 1. The Treasurer shall be the chief financial officer of the Corporation and a member of the Finance and Investment Committee.
Subject to the direction and control of the Board of Trustees, he shall have general charge of the financial affairs of the Corporation and the care and custody of the corporate funds, securities, investments and valuable papers.
He shall have and exercise all the powers and duties ordinarily incidental to the office of treasurer of a business corporation, including the power to endorse for deposit or collection all notes, checks, drafts and other instruments for the payment of money to the Corporation or its order, and to accept drafts and sign checks on behalf of the Corporation.
He shall keep, or cause to be kept, accurate record books of account which shall be the property of the Corporation and available at all reasonable times for inspection by the Trustees.
In the event of the unavailability or absence of the Treasurer, the Assistant Treasurer shall perform the duties of that office.
2. The Assistant Treasurer shall perform the duties of the Treasurer and shall have all the powers of that office in the event of the unavailability or absence of the Treasurer.
3. The Treasurer and the Assistant Treasurer shall be required to give bond with such sureties as shall be required by the Board of Trustees.
E. All Officers of the Corporation shall have, in addition to the duties herein specified, such other powers and duties as may from time to time be conferred upon them generally or in particular cases by the Board of Trustees.
F. The Board of Trustees may accept the resignation of any officer. By vote of not less than two-thirds of the Board of Trustees then in office, it may remove any officer with or without cause before the expiration of the term.
ARTICLE V
COMMITTEES
A. At the organization meeting of the Board of Trustees, the President shall appoint Trustees to the Executive Committee, Nominating Committee, Membership Committee, Building and Grounds Committee, Investment Committee and Fundraising Committee.
Appointments or reappointments shall be for one year, or for any unexpired portion thereof.
Each such committee shall be composed of a chairman who shall be appointed by the President, and at least two (2) other Trustees, except the Executive Committee, which shall at all times be composed of at least seven (7) Trustees including the President, Vice President, Clerk, Treasurer, and the Chairman of the Building and Grounds Committee.
In addition, the President may from time to time appoint such additional committees as he determines to be necessary or desirable to assist the Board in fulfilling its obligations and responsibilities.
B. The Executive Committee shall have the power, to be exercised at times other than during meetings of the Trustees, to transact business for and on behalf of the Corporation.
In that regard, the Committee may give instructions to officers of the Corporation and, in particular, may authorize the execution of contracts, deeds, assignments and any other such documents.
Five (5) members of the Executive Committee shall constitute a quorum.
The Committee shall cause a record of its proceedings to be kept and shall report its activities at each meeting of the Trustees.
C. The Nominating Committee shall be responsible for proposing for election as Trustees, Trustees Emeriti, Officers of the Corporation, and Auditor, men and women who are able and willing to render active service to the Corporation, and shall present its report to the annual meeting of members, to the organization meeting of Trustees, and to such special meetings of the Trustees as may be called to fill vacancies on the Board of Trustees or in any office.
D. The Membership Committee shall solicit applications for new members of the Corporation in order that interest in the maintenance of the Meetinghouse of the West Parish may be furthered, and that membership in the Corporation.
The Membership Committee shall present a report to the annual meeting of the members of the Corporation.
E. The Building and Grounds Committee shall supervise the repairs and upkeep of the Meetinghouse and its grounds and shall maintain a continuing survey of the property in an endeavor to program major repairs and refurbishment before emergencies develop.
It shall serve as a primary liaison between the Corporation and West Parish of Barnstable.
It shall present a report at the annual meeting of the members of the Corporation.
F. The Investment Committee shall be responsible for the proper and prudent investment of funds of the Corporation.
With the approval of the Board of Trustees, it may enter into contracts with trust companies, trustee firms, and investment counsel as may be desirable for the management of the Corporation funds.
It shall have full power to make and effect investment decisions at its discretion.
It shall meet no less than semiannually and its decisions shall be by majority vote.
It shall present reports to the annual meeting of members of the Corporation, and to the Board of Trustees at such times as the Trustees shall require. The Treasurer shall be a member of the Investment Committee.
G. The Fund Raising Committee shall solicit donations and bequests for the purpose of keeping the Foundation fiscally sound.
ARTICLE VI
FUNDS
A. The Corporation moneys, securities, and investments shall be allocated on its books to the General Fund, the Reserve Fund, or the Permanent Endowment Fund to be administered and disposed as hereinafter provided.
B. The General Fund shall consist of moneys received as Individual and Family Memberships; as unrestricted donations, gifts and bequests (or the proceeds thereof); and the earnings inured from the investment of any such money.
The General Fund shall be expended from time to time and in such manner as the Trustees shall determine for the purposes of the Corporation.
C. The Reserve Fund shall consist of money reserved as Life Memberships and as restricted donations, gifts and bequests (or the proceeds thereof), and the earnings inured from the investment of such money.
The Reserve Fund shall be apportioned into accounts, one for each such restricted donation, gift or bequest, and the earnings of the fund shall be apportioned, pro rata, to the respective accounts.
The Reserve Fund shall be expended only for the purpose specified by the respective donation, gift or bequest, provided, however, that excess funds allocated for a particular purpose, or to a purpose that has become obsolete or irrelevant, may be transferred to other accounts within the Reserve Fund, with preference being given to those accounts of similar intent or nature, all as the Board of Trustees shall from time to time determine.
Life Memberships paid into the Reserve Fund and identified as Life Memberships Account shall be used only for emergency needs such as shall be determined by majority vote of the Board of Trustees then in office.
D. The Permanent Endowment Fund shall consist of moneys received as donations, gifts, and bequests (or the proceeds thereof) subject to the stipulation that the income only be expended and that the principal remain intact in perpetuity.
Income shall from time to time be transferred to the General Fund, provided that the income received from any donation, gift or bequest that by its terms restricts the use thereof shall be used for that purpose and no other.
E. The assets of this Foundation shall be permanently dedicated to an exempt purpose because the Foundation is exempt from taxes.
ARTICLE VII
FISCAL YEAR AND AUDITOR
The Fiscal Year shall be the calendar year.
The members shall select an auditor to examine the financial records of the Corporation to determine its financial condition from time to time.
The auditor shall be a Certified Public Accountant and shall not be a Trustee.
The auditor shall present a report at the annual meeting of the members of the Corporation or at such other times as the members shall designate.
ARTICLE VIII
SEAL
The Corporate Seal shall be in such form or device as may be determined by the Trustees.
ARTICLE IX
AMENDMENTS
The By-Laws, or any of them, may be amended or repealed, or new By-Laws may be adopted by vote of not less than two-thirds of the Trustees then in office at any meeting of the Board of Trustees, or by vote of two-thirds of the members of the Corporation at any meeting, provided that the notice of the meeting shall specify the subject matter of the proposed amendment, repeal, or adoption.
1989 Printing
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