Bylaws of the Organizations

ARTICLES of ORGANIZATION of the MANCHAUG POND FOUNDATION

MPF Articles of Organization

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BYLAWS OF MANCHAUG POND FOUNDATION, INC.

NAME

The name of the corporation shall be MANCHAUG POND FOUNDATION, INC. (the “Corporation”).

ARTICLES OF ORGANIZATION

These By-Laws, the powers of the Corporation and of its directors, and all matters concerning the conduct and regulation of the business and affairs of the Corporation shall be subject to such provisions in regard thereto, if any, as are set forth in the Articles of Organization as from time to time in effect.

MEMBERSHIP

General Rights and Powers. Except as otherwise provided by law, the Articles of Organization, or these Bylaws, the number of classes, qualifications, rights, privileges, dues, fees, responsibilities, and the provisions governing the withdrawal, suspension, and expulsion of members shall be determined by the Board of Directors. Except as may otherwise be required by law, the Articles of Organization, or these Bylaws, any right of a member to vote and any other right, title or interest in or to the Corporation shall cease and divest upon termination of such member’s membership, except that liability of a member for any sum due the Corporation shall survive such termination unless otherwise expressly provided by the Board of Directors.

Classes. There shall be two classes of Members of the Corporation, Voting Members and Affiliate Members.

Eligibility for Voting Membership. Voting Members shall be limited to (i) owners or occupants of parcels of real estate contiguous to Manchaug Pond, located in Sutton and Douglas, Massachusetts, and (ii) owners or occupants of parcels of real estate which parcels have a right of access to Manchaug Pond as evidenced by an instrument recorded with the Worcester District Registry of Deeds (collectively, “Voting Parcels,” each, individually a “Voting Parcel”). There should be only one vote per Voting Parcel. If there is more than one owner of a Voting Parcel, such owners shall designate one Voting Member from among themselves. If there is a dispute regarding the designation of a Voting Member with respect to a Voting Parcel, the Board of Directors shall either designate a Voting Member from among the owners of such Voting Parcel or prohibit all owners or occupants of such Voting Parcel from voting until a resolution is reached. If a Member owns multiple Voting Parcels, such Member shall only have one vote, regardless of the number of Voting Parcels owned. Upon payment of annual dues, each Voting Member shall be considered to be in good standing and vested with full voting rights for the then current fiscal year of the Corporation.

Eligibility for Affiliate Membership. Affiliate Members may be any individuals who reside near, use and/or is otherwise concerned with Manchaug Pond. Affiliate Members shall have no right to vote on any matter with respect to the Corporation.

Membership Fee. The annual membership fee for each class of Members shall be set from time to time by the Board of Directors and shall be payable as determined by the Board of Directors.

Termination of Membership. The membership of each Member shall continue from year to year and shall be automatically renewed as long as the Member continues to pay the then current annual dues and continues to meet the other conditions for membership set forth in this Section 3 and provided that membership is not sooner terminated.

Voluntary Termination. A Member may resign from the Corporation at any time by delivering a written notice of resignation to an officer of the Corporation.

Automatic Termination. The membership of a Voting Member shall terminate automatically if and when such Voting Member no longer owns or occupies a Voting Parcel.

Involuntary Termination. A Member may be expelled, termination or suspended from membership for failure to comply with these By-Laws or other rules, resolutions and policies of the Corporation, or for actions contrary to the interest of the Corporation. In the case of involuntary expulsion, termination or suspension of membership, the Member shall be given not less than fifteen (15) days advance written notice from the Corporation specifying the reason for the proposed action. The notice shall specify a time and place at which the Member will be provided an opportunity to be heard, orally or in writing as the Member may choose, which time shall be not less than five (5) days before the effective date of the expulsion, suspension or termination. The notice shall be given by first-class and certified mail sent to the last address of the Member shown on the Corporation’s records. The hearing may be held by the Board or its designee, which shall make findings and then decide the issue of termination or suspension of membership.

Rights Of Membership.

Voting. Voting Members who have been Voting Members for at least thirty (30) days prior to the date of a membership meeting shall be entitled to cast one vote on any issue brought before the membership. Members shall have the following voting rights: (i) to establish the annual budget, (ii) to elect the Board of Directors, (iii) to recall a director, (iv) to amend the Articles of Incorporation, (v) to authorize the sale of substantially all of the Corporation’s assets, (vi) to dissolve or liquidate the Corporation, and (vii) on all other matters for which a membership vote is required by applicable law and by these By-Laws.

Information. Voting Members shall be entitled to receive, upon request, the annual financial statement, and shall have the right to inspect the annual corporate minutes upon reasonable notice. Voting Members shall also be entitled to be informed on Board actions and corporate operations.

Board Actions. In the event a Member wishes to be heard at a Board meeting, the Member shall schedule the matter to be discussed with the Corresponding Secretary of the Corporation. As far as practical, the matter shall be addressed not later than two (2) Board meetings from the time the Member notifies the Corresponding Secretary. A Member may ask the Board to reconsider its decisions or the decision of an officer or employee by scheduling the matter with the Corresponding Secretary as provided above.

Membership Meetings.

Annual Meetings. An annual meeting of the Members shall be called by the Board of Directors at a date to be fixed by the Board, but in no case later than September 30. The purpose of the annual meeting shall be to elect the Board of Directors, to present the Members with a financial statement for the fiscal year then ending, and to consider any other business that the Directors may determine to be appropriate. Agendas for the annual meeting shall be set fifteen (15) days prior to the meeting. Items may be placed on the agenda for the annual meeting upon the petition of two (2) or more of the Members, by presenting the petition to the Corresponding Secretary at least ten (10) days before the annual meeting, or at such earlier time as the Board of Directors may designate.

Special Meetings. Special meetings of the Members may be called from time to time by the Board of Directors and shall be called by the Corresponding Secretary upon petition of five (5) or more of the Members of the Corporation. The time and place of any special meeting shall be set by the Secretary; provided, however, that all such meetings shall take place in Worcester County, Massachusetts in a reasonably expeditious and timely manner, in no event more than ninety (90) days from the date the petition is filed with the Corresponding Secretary.

Notice. Written notice of membership meetings shall be delivered by hand, by mail or by electronic mail to all Members currently registered in the records of the Corporation not less than seven (7) nor more than sixty (60) days before the date set for the meeting. It shall be the responsibility of the Member to provide the Corresponding Secretary with a correct mailing address and any change thereof and failure to do so shall terminate the Member’s right to receive notice. In lieu of personally delivering the written notice, notice may be published in periodicals of general circulation the greater community for at least two (2) issues in a manner reasonably calculated to give Members notice of such meeting.

Quorum. Except as otherwise required by law, the Articles of Organization or these Bylaws, twenty-five (25%) percent of the number of Voting Members then in good standing present in person or by proxy shall constitute a quorum for the transaction of any business. If at any meeting of the Members there is less than a quorum present, a majority of those present may adjourn the meeting, without further notice, until a quorum is obtained..

Proxies. Voting Members eligible to vote may do so either in person or by written proxy dated not more than six (6) months before the meeting named therein, which proxy shall be filed before being voted with the Recording Secretary or other person responsible for recording the proceedings of the meeting. Unless otherwise specifically limited by its terms, a proxy shall entitle the holder thereof to vote at any adjournment of the meeting, but the proxy shall terminate after the final adjournment of such meeting.

Voting. Except as otherwise required by law, the Articles of Organization or these By-Laws, when a quorum is present at any meeting, a majority of votes cast shall be required for the adoption of any matter coming before the Voting Members.

Membership Lists. Members who desire to send written communications to other Members concerning any special or annual membership meeting, may request the Corporation to send such communication to all Members entitled to vote at the meeting. The request shall be in writing and shall be delivered to a principal officer of the Corporation not earlier than two (2) business days after the first notice of the meeting. The request must be accompanied by payment, in cash or certified check, of the anticipated costs of mailing the communication, as determined by the Treasurer of the Corporation. Costs may include postage, copying costs, envelopes and the actual anticipated cost of staff time to mail the notice.

Sponsors, Benefactors, Contributors, Advisors, Committees, and Friends of the Corporation. The Board of Directors may designate certain persons or groups of person as sponsors, benefactors, contributors, advisors, committees or friends of the Corporation or such other title as the Board of Directors deem appropriate. Such persons shall serve in an honorary or advisory capacity and, except as the Board of Directors shall otherwise designate, shall in such capacity have no right to notice or to vote at any meeting, shall not be considered for purposes of establishing a quorum, and shall have no other rights or responsibilities.

BOARD OF DIRECTORS

Powers. The affairs of the Corporation shall be managed by the directors who may exercise all the powers of the Corporation, except as otherwise specifically reserved to the Members pursuant to Section 3 hereof.

Number and Election. The number of directors shall be fixed from time to time by the Board of Directors, but shall not be less than eight (8) nor more than twenty-four (24). The directors shall be elected by the Members at the annual meeting to hold office until the next annual meeting or until a successor is elected and qualified for a 2 year term. (Amended June 2012)

Committees. The directors may elect or appoint one or more committees and may delegate to any such committee or committees any or all of their powers, provided that any committee to which the powers of the directors are delegated shall consist solely of directors. Unless the directors otherwise determine, committees shall conduct their affairs in the same manner as is provided in these bylaws for the directors. The Members of any committee shall remain in office at the pleasure of the directors.

Annual Meeting. The annual meeting of directors shall be held within nine months after the end of the fiscal year of the Corporation on such date and at such hour and place as the directors or an officer designated by the directors shall determine. In the event that no date for the annual meeting is established or such meeting has not been held on the date so determined, a special meeting in lieu of the annual meeting may be held with all of the face and effect of an annual meeting.

Regular and Special Meetings. Regular meetings of the directors may be held at such places and at such times as the directors may determine. Special meetings of the directors may be held at any time and at any place when called by the chairman of the board of directors, if any, the president or a majority of the directors.

Notice of Meetings. Forty-eight hours notice by email, first-class mail, telecopier, telephone or word of mouth shall be given for an annual or special meeting unless shorter notice is adequate under the circumstances. Whenever notice of a meeting is required, such notice need not be given to any director if a written waiver of notice, executed before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to such director. Neither such notice nor waiver of notice need specify the purposes of the meeting, unless otherwise required by law, the articles of organization or the bylaws.

Quorum. At any meeting of the directors, a majority of the directors then in office shall constitute a quorum. Any meeting may be adjourned by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

Action by Vote. When a quorum is present at any meeting, a majority of the directors present and voting shall decide any question, including election of officers, unless otherwise provided by law, the articles of organization or these bylaws.

Action without Meeting. Any action required or permitted to be taken at any meeting of the directors may be taken without a meeting if all the directors’ consent to the action in writing and the written consents are filed with the records of the meetings of the directors. Such consents shall be treated for all purposes as a vote at a meeting.

Presence Through Communications Equipment. Unless otherwise provided by law or the Articles of Organization, directors may participate in a meeting of the board of directors by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.

OFFICERS AND AGENTS

Number and Qualification. The officers of the Corporation shall be a president, treasurer, recording secretary, corresponding secretary and such other officers, if any, as the directors may determine. An officer may but need not be a director. The recording secretary shall be a resident of Massachusetts unless the Corporation has a resident agent duly appointed for the purpose of service of process. A person may hold more than one office at the same time.

Election. The president, treasurer, recording secretary and corresponding secretary shall be elected by the directors at the annual meeting to serve a two year term. Other officers, if any, may be elected by the directors at any time.

Tenure. The president, treasurer, recording secretary and corresponding secretary shall each hold office for two years or until a successor is elected and qualified, and other officers shall serve at the pleasure of the directors.

Chairman of the Board of Directors. If a chairman of the board of directors is elected, he or she shall preside at all meetings of the directors except as the directors shall otherwise determine, and shall have such other powers and duties as may be determined by the directors.

President. Unless otherwise determined by the directors, the president shall be the chief executive officer of the Corporation and, subject to the control of the directors, shall have general charge and supervision of the affairs of the Corporation. If no chairman of the board of directors is elected, the president shall preside at all meetings of the directors, except as the directors otherwise determine. The president shall have such other duties and powers as the directors shall determine.

Treasurer. The treasurer shall be the chief financial officer of the Corporation. He or she shall be in charge of its financial affairs, funds, securities and valuable papers and shall keep full and accurate records thereof. He or she shall have such other duties and powers as designated by the directors or the president.

Recording Secretary. The recording secretary shall record and maintain records of all proceedings of the directors in a book or books kept for that purpose and shall have custody of the seal of the Corporation. If the recording secretary is absent from any meeting of directors, a temporary recording secretary chosen at the meeting shall exercise the duties of the secretary at the meeting.

Corresponding Secretary. The Corresponding Secretary shall conduct general correspondence and shall disseminate information to local media and Members as directed by the President.

Executive Director. The directors may appoint an executive director of the Corporation and may assign such duties to such person, including overall responsibilities for the day-to-day operations of the Corporation (subject to the direction of the directors), as the directors may determine, including, without limitation, employing such staff as are necessary to effectuate the purposes for which this Corporation is formed. The salary of an executive director shall be established by the directors.

Other Officers. Other officers shall have such duties and powers as may be designated from time to time by the directors.

RESIGNATION, REMOVAL AND VACANCIES

Resignation. Any director or officer may resign at any time by delivering his or her resignation in writing to the chairman of the board, if any, the president or the secretary or to the Corporation at its principal office. Such resignation shall be effective upon receipt unless specified to be effective at some other time.

Removal. A director may be removed with or without cause at any time by the vote of a majority of the directors then in office. Any officer may be removed with or without cause at any time by the vote of a majority of the directors then in office.

Vacancies. Any vacancy in the board of directors may be filled by vote of a majority of the Members. The directors may exercise all their powers notwithstanding the existence of one or more vacancies in the board. Vacancies in any office may be filled by the directors.

CONFLICTS OF INTEREST

Except as otherwise provided herein or in the Articles of Organization, no contract or other transaction between the Corporation and any other person or organization, and no act of the Corporation, shall be affected by the fact that a director, officer, or employee of the Corporation has a financial or other interest in such other person or organization.

Purpose. The purpose of this conflict of interest policy is to protect the Corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Corporation or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Definitions. Interested Person. Any director, principal officer, or Member of a committee with board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

An ownership or investment interest in any entity with which the Corporation has a transaction or arrangement,

A compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement, or

A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. Under Section 7.3(b), a person who has a financial interest may have a conflict of interest only if the board or a committee decides that a conflict of interest exists.

Procedures. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and Members of committees with board delegated powers considering the proposed transaction or arrangement.

Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee Members shall decide if a conflict of interest exists.

Procedures for Addressing the Conflict of Interest. An interested person may make a presentation at the board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

The chairperson of the board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

After exercising due diligence, the board or committee shall determine whether the Corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Corporation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

Violations of the Conflicts of Interest Policy. If the board or committee has reasonable cause to believe a Member has failed to disclose actual or possible conflicts of interest, it shall inform the Member of the basis for such belief and afford the Member an opportunity to explain the alleged failure to disclose.

If, after hearing the Member’s response and after making further investigation as warranted by the circumstances, the board or committee determines the Member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Records of Proceedings. The minutes of the Board of Directors and all committees with board delegated powers shall contain:

The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the board’s or committee’s decision as to whether a conflict of interest in fact existed.

The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Compensation. A director who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that director’s compensation.

A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation.

No voting director of the board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Annual Statements. Each director, principal officer and member of a committee with board delegated powers shall annually sign a statement which affirms such person:

has received a copy of the conflicts of interest policy;

has read and understands the policy;

has agreed to comply with the policy; and

understands the Corporation is charitable and, in order to maintain its federal tax exemption, it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Periodic Reviews. To ensure the Corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining; and

whether partnerships, joint ventures, and arrangements with management organizations conform to the Corporation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

Use of Outside Experts. When conducting the periodic reviews as provided for in Section 7.3(h), the Corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the board of its responsibility for ensuring periodic reviews are conducted.

SEAL AND FISCAL YEAR

Corporate Seal. The seal of the Corporation shall be circular in form with the name of the Corporation around the periphery and the year and state of incorporation within or such other form as the directors may determine.

Fiscal Year. The fiscal year of the Corporation shall end on December 31 in each year or such other date as the directors may determine.

AMENDMENT

These bylaws may be amended or repealed, in whole or in part, by vote of a majority of the Voting Members.

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Manchaug Pond Foundation