ABOUT 
THE FRIENDS
 

​​​Article 1

General Provisions

 

Section 1:

The name of this corporation shall be Friends of the MA Veterans Memorial Cemetery at Agawam, Inc.

 

Section 2:

The purpose of the corporation is charitable and educational, within the meaning of Section 501 (c)(3) of the Internal Revenue Code. The corporation shall raise funds by seeking gifts, bequests, and grants that support programs and services.

 

Section 3:

The corporation shall have such powers as granted by Massachusetts Laws, Chapter 180.

 

Section 4: These bylaws shall supersede all previous editions of bylaws for this corporation.

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Article II

Membership

 

Section 1:

Membership shall consist of those people who share the goals and purposes of this corporation. A one-time fee of $10 shall be assessed for membership. All members shall get a copy of the bylaws.

 

Section 2: Membership shall also be awarded at the discretion of the Board of Directors.

 

Article III

Officers and Directors

 

Section1:

The Board of Directors shall be composed of seven (7) members and shall be elected by the general membership at the annual meeting.

 

 Section 2:

The elected members of the Board of Directors shall elect a president, a vice-president, a secretary, and a treasurer from the existing board members. Officers shall be part of the board of directors.

 

Section 3: 

The term of the President shall be limited to two consecutives one year terms.

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Article IV

Officer and Directors Duties

 

Section 1:

President:   The President shall be the Executive Officer of the corporation. He/she shall preside at all regular or special meetings and establish the agenda. The president shall coordinate the activities of the other officers various, committees and, in general, serve as the representative for the Corporation in the community. The President may call special meetings, when needed, at his/her discretion. All checks issued by the Treasurer, shall be countersigned by the President, or the Vice President

 

Vice-President:  The Vice-President, in the absence of the President, shall assume all duties of the President. Should the President become unavailable, resign, or be removed, the Vice-President shall become President for the remainder of the original term.

 

Secretary:  The Secretary shall give notice of and keep the minutes of all regular and   special meetings; copies of minutes shall be distributed to officers and board members, either electronically or by hard copy. The Secretary is responsible for the membership records and shall make certain that they are kept up to date.

 

Treasurer:  The Treasurer shall be the chief financial officer of the corporation.  He/she shall receive funds and deposit them in the accounts established by Board of Directors. The Treasurer shall pay all bills and obligations, approved by the Board of Directors, countersigned by the President and shall report all expenditures at the next meeting. He/she shall keep accurate records of all deposits and expenditures. The Treasurer shall present a report of all financial transactions at each meeting or as required by the Board of Directors; a copy of such report shall be given to the President and be available, for review, by the Board of Directors. The Treasurer shall ensure all local, state and federal reports are filed on time, with the appropriate agencies. He/she may be required to have a surety bond, as determined by the Board of Directors; such bond expenses and cost shall be paid by the corporation.

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Article V

Vacancies

 

Section 1:

An officer or board member may resign from his/her position at any time, for any reason. The resignation should be in writing, noting the effective date. Any vacancies of officers or board members, except as outlined in Article IV, Vice-President, shall be filled by a majority vote of the remaining board members. Nominations for vacancies shall be taken from the general membership, who will be notified of the vacancy by electronic means, regular mail, or telephone, at the discretion of the Board of Directors. Once nominations are accepted, a special meeting will be called by the President to discuss nominees and for a vote to be taken.

  

Section 2:

An officer or board member may be removed from his/her position by a two-thirds vote of the board of directors. The officer or board member in question shall have the opportunity to address the board before any vote is taken.

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Article VI

Meetings and Voting

 

Section 1:

There shall be at least three (3) general meetings per year, to be held on: the 3rd Wednesday of March, June and September @ 1800 hours; additional meetings may be scheduled, at the discretion of the President or a majority of the Board of Directors. The place of the meetings shall be determined by the Board of Directors; the membership shall be notified by electronic means, regular mail or by telephone of all meetings.

 

Section 2:

Voting on issues shall be by members of the Board of Directors; each member shall receive one vote and a majority of votes shall determine the outcome of any issue. General members may give their opinions and views, but voting will be by board members only.

 

Section 3:

A quorum of board members is required for any binding actions or financial decisions to be taken. A quorum shall be a minimum of four (4) board members.

 

Section 4:

In the event that a decision must be made quickly and scheduling a special meeting cannot be accomplished in a timely manner, it shall be allowed to have a verbal or electronic vote.

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Article VII

Conflict of Interest

 

Whenever a member, director or officer has a financial or personal interest in any matter coming before the Board of Directors, the affected member, director, or officer shall (a) fully disclose the nature of the interest, and (b) withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested directors determine that it is in the best interest of the corporation. The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval. An interested director may not vote but may be counted toward quorum at such meeting.

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Article VIII

Indemnification of Officers and Board Members

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Section 1: No director shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as director notwithstanding any provision of law imposing such liability, provided however that this provision shall not eliminate the liability of a director, to the extent that such liability is imposed by applicable law;

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a. for any breach of the director’s duty of loyalty to the corporation or its stockholders.

b. for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law; and

c. for any transaction from which the director derived an improper personal benefit.

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This provision shall not eliminate the liability of a director for any act or omission occurring prior to the date upon which this provision becomes effective. No amendment or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

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Article IX

Fiscal Year

 

Section 1:

The fiscal year of the corporation shall begin on January 1 and shall end on December of the same year.

 

Article X

Dissolution

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Section 1:

In the event the corporation is dissolved, the Board of Directors shall ensure payment of all outstanding bills and liabilities. Any remaining funds shall be distributed to the cemetery.

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Article XI

Committees

 

Section 1:

Committees may be formed by the President for any reason he/she deems necessary. Committee members will be appointed by the President and will report to a Board member as assigned by the President.