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Bedford Friends of the Minuteman Commuter Bikeway, Inc.

Charter (revised 2005-04-13)

Article I. Name

Corporate: Bedford Friends of the Minuteman Commuter Bikeway, Inc.

Trade: Bedford Friends of the Minuteman Bikeway

Article II. Purpose

The Friends is a volunteer organization devoted to the advocacy of safe, enjoyable walking and bicycling in Bedford. The organization can offer support and encourage Bedfordís committees and organizations on matters pertaining to walking and bicycling in Bedford. The Friends is organized exclusively for charitable purposes under Section 501 (c) (3) of the Internal Revenue Code.

Article III. Goals

To provide enjoyment of sidewalks, bicycle paths, lanes and trails for the town of Bedford. To encourage the town to provide safe cross walks and traffic signals and promote the safe passage of pedestrians and bicyclists on the roads, sidewalks, trails and pathways of Bedford. To provide both youth and adult education regarding pedestrian and bicycle safety. To provide safe secure parking places for bicycles at school, offices businesses, stores and other places of interest to bicyclists. Involve the community through news letters, meetings, fund raising programs, membership development, letter writing and activism.

Article IV. Membership

Membership shall be open to all those interested in the purpose and goals of the organization, without regard to their legal residence. Each member shall have equal rights of participation and of voting. Membership categories and dues shall be established by the Board of Directors.

Article V. Directors and Officers

The business, property and affairs are managed under the direction of Directors. Members of the Board are kept informed of activities through discussions with officers and attendance at meetings. The Board shall prepare a slate of candidates for election and an agenda for the Annual Meeting. The Board shall be comprised of three members elected at-large, serving for three-year terms, staggered annually, and the four officers. The Board shall elect its Chairman. The Chairman shall preside over all meetings of the Board.

The officers are a President, a Vice-President, a Treasurer and a Secretary, elected at the Annual Meeting to one-year terms. Officers and directors must be over 21 years of age. The President shall preside at annual, general and Special Meetings, if available.

Replacement of a director or officer mid-term due to resignation or inability to perform the office shall be made by vote of the directors and officers at a General Meeting, to serve until the next Annual Meeting, at which time a replacement to serve the remainder of the term, if any, shall be elected.

Article VI. Meetings of members

An Annual Meeting shall be held, with fifteen (15) days notice by the Board of Directors, for: the election of Directors and Officers; authorization of expenditures: and making of significant policy. A quorum shall be five (5) members.

General Meetings for the conduct of business will be held throughout the year in conjunction with meetings of the Bedford Bicycle Advisory Committee (BBAC). A quorum shall be five (5) members, including two (2) officers.

Special Meetings may be called, with fifteen (15) days notice, by the President of Chairman of the Board at any time. A quorum shall be five (5) members.

Minutes will be recorded at the Annual, General and Special Meetings. Annual and General meetings are open to the public.

Article VII. Incorporation

Incorporated in Massachusetts, June 4, 1997. The fiscal year ends Jan. 31. The charter shall be amended at an Annual Meeting by a two-thirds vote of members attending and voting. Bylaws shall be amended at a duly called meeting by a two-thirds vote of members attending and voting; a quorum shall be five (5) members; membership shall be advised of intention to change the Bylaws at least fifteen (15) days before the meeting. The charter is hereby amended, April 13, 2005.

Article VIII. Expense restrictions:

No part of the net earnings of the organization shall inure to the benefit of, or to be distributable to its members, officers, directors, or other private persons, except the organization 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 the purpose clause hereof.

Article IX. Activity restrictions

No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization 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. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code,

Article X. Organization dissolution

Upon dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to the state of Massachusetts or the town of Bedford for a public purpose.

Bedford Friends of the Minuteman Commuter Bikeway, Inc.

Bylaws

A. Meetings of Members

Annual Meetings:

  1. The Annual Meeting shall be held in Bedford during April, or as close thereto as feasible.
  2. Notice of the meeting shall be given by mail and in the local newspaper (i.e. Bedford Minuteman)
  3. Efforts shall be made to have the meeting attended by representatives of similar bikeway groups from nearby towns, such as Arlington, Burlington, Concord and Lexington.

General Meetings:

  1. General Meetings for the conduct of business will take place immediately prior to or following a BAC meeting.
  2. Public notice for a BAC meeting will serve for proper announcement of a General meeting.

Special Meetings:

  1. Special meetings may be called, with fifteen (15) days notification notice, by the President, Chairman of the Board, or by petition of ten (10) members at any time.

Committee Meetings:

  1. Committee meetings shall be held as needed. A quorum is a majority of the committee.

Minutes:

  1. Minutes will be recorded at all duly called meetings by the Secretary and at committee meetings by a volunteer.

B. Organization

Officers:

  1. The President and Treasurer shall be authorized signatories for any bank accounts.
  2. The Secretary shall maintain records of minutes for all Board, Annual, General and Special meetings.

C. Special duties and activities

  1. The membership shall be kept informed by publication and distributions of The Bikeway newsletter and by articles in the local media and other pamphlets and mailings.
  2. The President may appoint ad hoc subcommittees from time to time to investigate specific issues of interest to the organization. Such ad hoc study groups shall serve for periods not exceeding one year to resolve specific issues.
  3. The finances of the organization shall be handled through a bank account set up through a local bank in the organization’s account by the Treasurer. The Treasurer or, in the Treasurer’s absence, the President shall also authorize disbursements from that account. The Treasurer shall report the net balance in the account at the time of the annual meeting at which elections are held.

For reference, the previous charter dated 3/19/2000, obsoleted 4/13/2005, may be viewed here