BikeBedford.org > BFoMB > charterPre20050413.shtml
Corporate: Bedford Friends of the Minuteman Commuter Bikeway, Inc.
Trade: Bedford Friends of the Minuteman Bikeway
The Bedford Friends of the Minuteman Commuter Bikeway (Friends) is a volunteer organization devoted to the advocacy and promotion of safe, enjoyable biking in Bedford. The Friends acts in an advisory capacity to the Bedford Bicycle Advisory Committee, appointed by the Town of Bedford Selectmen, on matters relating to biking in Bedford. The Friends is organized exclusively for charitable purposes under section 501(c)(3) of the Internal Revenue Code.
To provide enjoyment of the bikeways in Bedford and support for new and extended trails, safe biking on the roads and ways of Bedford, youth bike safety education, access to schools, offices, stores and other places of interest, parking at destinations, community involvement through newsletters, meetings, fund-raising programs, membership development, lettering writing and activism.
Membership shall be open to all those interested in the purpose and goals of the organization, without regard to their legal residence. Annual dues are to be decided by the membership at an Annual Meeting, but at least once every five years. Each member shall have equal rights of participation and of voting.
The business, property and affairs are managed under the direction of the Board 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 an 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.
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 (BAC). A quorum shall be five (5) members, including two (2) officers.
Special Meetings may be called, with fifteen (15) days notice, by the President or 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.
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.
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.
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,
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.
3/19/00