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BY-LAWS OF NEWTON CONSERVATORS, INC. REVISED MAY, 1989

Section 1. The corporation shall be known as Newton Conservators, Inc.

Section 2. The office of the corporation shall be at such place in the City of Newton as may be designated by the Board of Directors from time to time.

Section 1. The purposes of the corporation shall be to foster for the public interest in the City of Newton the protection, preservation of natural objects and areas, including parks, park lands, playgrounds, forests and streams, and other areas which are open or may be converted to open areas for the enjoyment and benefit of the general public by scientific study, education, recreation and the dissemination of information as well as thereby to combat juvenile delinquency; to foster the acquisition of land, buildings and other facilities to be used for the encouragement of scientific, educational, literary and the other cited public pursuits in the public interest which will tend to promote good citizenship and the general welfare in the City of Newton; to ;accomplish such purposes. to solicit and to receive by gift or otherwise such real, personal or mixed property as may be appropriate to carry out the purposes of the corporation; to hold, improve, operate, use, develop, lease, sell, assign or otherwise dispose of such real, personal or mixed property to accomplish said purposes; to buy and acquire by gift or otherwise. hold and sell, convert or exchange stock, notes, bonds or other securities for the purpose of investing and reinvesting the funds of the corporation the net income of which shall be used only to promote the said purposes of the corporation; to borrow money and from time to time to make and issue promissory notes and evidences of indebtedness of all kinds for the accomplishment of the purposes of the corporation or any of them and if deemed desirable to secure the same by mortgage or pledge of any property of the corporation; to assist and encourage the City of Newton or any of its agencies or any other Massachusetts governmental agency for use within said city for any of the purposes herein contained, the corporation is authorized to assist and encourage within said city agencies to construct or acquire land or buildings or other improvements and facilities for conservation and for education, intellectual, recreational, social or other proper public or municipal purposes and uses and for the accomplishment of said purposes the corporation may make gifts of real, personal or mixed property to Said City of Newton or such other governments or agencies as aforesaid; and in general to do all things necessary and proper to carry out the cited purposes for which the corporation is organized and to have and to exercise all the powers conferred by the Commonwealth of Massachusetts upon corporations organized and created by Chapter 180 of the General Laws as they may be now or as are hereafter amended, but only in furtherance of the specific purposes; provided, however, that all gifts, devises and bequests to the corporation and the net earnings and assets of the corporation shall be used only in the United States of America exclusively for the educational , and other public purposes for which the corporation is formed; that no part of the activities of the corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation except locally as incidental to above stated purposes nor participating or intervening on behalf of any political candidate: that no part of the earnings or other assets of the corporation shall inure to the benefit of any private individual or private corporation; and provided that upon the termination and liquidation of the corporation any real estate owned by Said corporation shall be given to the City Newton for the public purposes hereinbefore enumerated and any other assets remaining after payment of all obligations of the corporation shall be given to the City of Newton to be used for the public hereinbefore enumerated.

Section 1. The corporation shall have a seal circular Newton Conservators, Inc., Newton, Massachusetts", and bearing the year of incorporation. The Board of Directors may change the form of the seal and inscription at any time.

Fiscal Year

Section 1. The fiscal year shall correspond to the calendar year.

Section 1. The annual meeting of the corporation shall be held in May in Newton, Massachusetts, at such time and place as the Board of Directors may designate. A quorum for the transaction of business shall consist of not less than Seven members. A majority of the members present and voting may adjourn any meeting from time to time until the business shall be finished.

Section 2. Special Meetings may be called at any time by the Board of Directors

Section 3. Written notice stating the date, time, place and purpose of any meeting shall be mailed by the Secretary at least ten days before the date fixed for such meeting.

Members

Section 1. There shall be four classes of members of the corporation: member, family membership, sustaining member, and patron. Members of each class shall be elected by the Board of Directors on application by the proposed member and payment of fee designated for each class of membership.

Section 2. The membership fee for an individual member shall be ten dollars ($10.00); for a Family Membership, fifteen dollars ($15.00); for a Sustaining Member, twenty-five dollars ($25.00); and for a Patron, one hundred dollars ($100.00).

Section 3. Life members elected before May 28, 1981, shall be exempt: from payment of annual dues.

Section 4. Each member of whatever class shall be entitled to vote in person at any meeting. Members may vote by proxy upon matters which require a vote of the members under the laws of the Commonwealth of Massachusetts or other governmental authority and upon such other matters as the Board of Directors may determine, in such manner and upon such form as the Board of Directors shall from time to time prescribe.

Section 5. Any member may resign from the corporation by submitting a written notice of resignation to the Secretary of the corporation at the principal office, Or by delivering in hand such notice to the Secretary, and such membership shall terminate forthwith upon such delivery, provided, however, such member so resigning shall not be entitled to a refund of any part of his membership fee. Any member who neglects for a period of six months to pay his membership dues shall automatically cease to be a member of the corporation.

Section 6. The Board of Directors shall have the power to increase or decrease the dues for each class of membership to become effective at the beginning or the next fiscal year. All dues shall be payable On January 2 of each year , provided, however, that members elected subsequent to January 2 shall pay the full annual fee.

Section 1. The President shall appoint such committees as the Board o~ Directors may authorize.

Section 1. The Board of Directors shall, during each fiscal year, appoint an auditing committee of three members, who shall audit or cause to be audited the accounts of the corporation as of the close of the fiscal year and its report shall be presented at the following annual meeting.

Section 1. The officers of the corporation shall be a president, a vice president, treasurer, secretary and immediate past president, all of whom shall be members. Each of the officers shall be elected at the annual meeting for a term of one year and until his successor is qualified.

Section 2. In case of the absence or inability to act of any officer except for the president, the Board of Directors may appoint a member to perform the duties of such officer during such absence or inability to act.

Section 3. In case of a vacancy in any office except president, the Board of Directors may appoint a member to fill such vacancy until the next annual meeting. Any officer may be removed upon the recommendation of a majority of the Board of Directors, by a two-thirds vote of the members present and voting at a meeting of the corporation.

Section 4. The president shall be the chief executive officer of the corporation. He shall preside at all meetings of the members and of the Board of Directors at which he is present. He shall be ex officio a member of all committees with the right to vote in the case of a tie only. He shall have the general power and duties usually vested in the office of president of a corporation.

Section 5. The vice president, during the absence or temporary inability to act of the president, shall perform all duties "normally performed by the president. In the event that the office the president becomes vacant, the vice president will assume that office until the next annual meeting.

Section 6. The secretary shall attend the meetings of the members and directors and shall. record in the in the record book of the corporation the proceedings of the members and directors at their respective meetings; he shall notify the members and directors of their respective meetings in accordance with these Bylaws and shall perform such other duties as are usually incident to his office or as the Board of Directors shall from time to time prescribe. In the absence of the secretary, a secretary pro tempore shall be elected.

Section 7. The treasurer shall have the custody of all funds of the corporation and shall deposit the same in the name of the corporation in such bank or banks as the Directors may choose; he shall collect all dues; he shall sign all checks, drafts, notes and orders for the payment of money, and he shall sign out and dispose of the same under the direction of the Board of Directors; he shall at all reasonable times keep the books and accounts of the corporation open to any director or member of the corporation.

Section 8. The immediate past president shall be an advisor to the president and to the Board of Directors.

Section 1. The Board of Directors shall consist of the president, vice president, treasurer, secretary and immediate past president , ex officio and twenty-one other who shall be elected at each annual meeting to serve for a term of one year or until their successors are elected and qualified; provided, however, that a number of additional directors, not exceeding three, may be elected by vote of a majority of the directors then in office to serve terms expiring at the next annual meeting. Vacancies occurring in such Directorships during said period of service may be filled for the unexpired portion of the term by vote of the Board of Directors or the membership.

Section 2. The Board of Directors shall meet as often as it considers necessary to transact the business of the corporation. Meetings may be called by the president, any two of the other officers, or by any five Directors. The secretary shall notify the directors whenever requested to call such a meeting. Notice in writing, mailed, postage prepaid, seventy-two (72) hours before the meeting, addressed to each director at his usual place of business or abode , or delivered to him in hand, shall be sufficient notice of the meeting. Notice of any meeting may be dispensed with if all the directors by a writing filed with the records of the meeting waive such notice. Unless otherwise specified in the notice, any and all business may be transacted at all meetings of the Board of Directors. Seven members of the Board of Directors shall constitute a quorum. In the event of the absence of the president or vice president, any other director, elected by the members of the Board present, may preside at said meeting.

Section 3. The Board of Directors shall have the control and management of the affairs, business and property of the corporation. In addition to exercising all the powers conferred upon them as set forth in these Bylaws, Agreement of Association or Charter, the Board of Directors may exercise all the powers of a corporation, and do all such lawful acts and things as are not by statute or by these Bylaws divested or required to be exercised or done by the members. Without limiting its general power, the Board of Directors shall have the following expressed powers and duties: 1. Supervision of the various activities of the corporation. 2. The determination of membership dues, 3. The approval of any proposed changes in the Bylaws before such said changes shall be submitted to the members for action, 4. The filling of all vacancies in the personnel of directors or officers in the event of any such vacancy, 5. The establishment of any committee that may be deemed desirable to facilitate the activities of the corporation.

Section 4. No officer or director shall receive any monetary compensation for his services as such officer or director.

Section 1. A majority of the ballots cast shall be necessary for election as an officer or director. In the event no candidate receives a majority on the first ballot, there shall be a second ballot between the two candidates receiving the greatest number of votes on the first ballot.

Section 2. All elections shall be by written ballot unless otherwise voted at the meeting and permitted by law.

Section 3. The Board of Directors shall prior to the meeting appoint a nominating committee of not less than three members. The nominating committee shall report to the annual meeting and nominate members to be officers and directors of the corporation. Nominations for office may also be made at the annual meeting by any member in good standing.

Section 1. No interest of the corporation in any real estate may be transferred, exchanged, encumbered or in any other way alienated without the vote of not less than five-sevenths of the directors.

Section 1. Publications and report bearing the name of the corporation may be issued under the supervision of the Board of Directors. Any material concerning the activities of the corporation or any of its committees, which is Prepared by any member for publication, shall be approved by the Board of Directors if such publication or report shall represent, directly or indirectly, the opinion or policy of the corporation, and in determining whether such publication or report so represents such opinion policy the decision of the Board Directors shall govern and be final.

Section 1. All deeds, mortgages, leases, transfers, contracts, bonds, notes, powers of attorney and other obligations made , executed, endorsed by the corporation, and all checks, notes, drafts and other instruments of the payment of money shall be signed by not less than two officers designated by the Board of Directors.

Section 2. The Board of Directors may authorize and empower one or more of the officers of the corporation to execute, acknowledge, and deliver any and all Papers or documents or to do any other acts things on behalf of the corporation, including any required by or convenient in dealings with governmental authority.

Section 1. These Bylaws may be altered, amended or repealed at an annual or special meeting of the members after giving notice of such proposed action, and after approval of such proposed action by the Board of Directors, by the affirmative vote of at least two thirds of those members present and voting. In the notice of such annual or special meeting, the proposed amendment, repeal or change or a brief and concise statement thereof approved by the Board of Directors shall be set forth.

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