FRIENDS OF NOBSKA LIGHT, INC.
Article 1. ARTICLES OF ORGANIZATION, LOCATION, CORPORATE SEAL, AND FISCAL YEAR
1.1 Articles of Organization. The name and purposes of the corporation shall be as set forth in its Articles of Organization. These By-laws, the powers of the corporation and its members, directors and officers, and all matters concerning the conduct and regulation of the 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.
1.2 Location. The principal office of the corporation in the Commonwealth of Massachusetts
shall initially be located at the place set forth in the Articles of Organization of the
corporation. The Board of Directors may change the location of the principal office in the
Commonwealth of Massachusetts effective upon filing a certificate with the Secretary of
the Commonwealth.
1.3 Corporate Seal. The Board of Directors may adopt and alter the seal of the corporation.
1.3 Fiscal Year. The fiscal year of the corporation shall end on December 31st, in each year
unless the Board of Directors changes the fiscal year by filing a certificate with the
Secretary of the Commonwealth.
1.5 Gender. The personal pronoun "he" or possessive pronoun "his", when appropriate, shall be construed to mean "she" or "her" and the word "chairman" shall be construed to include a
female.
2.1 Enumeration. The initial members of the corporation shall be those individuals elected by
the incorporator. Thereafter, the members shall be elected at the annual meeting of the
members. The members may, by vote of a majority of the membership, elect from time to
time additional members of the corporation. Except as hereinafter provided, the members
shall hold office until the next annual meeting of the members and until their respective
successors are elected and qualified.
2.2 Resignation. Any member may resign at any time by giving notice of his or her resignation
in writing to any officer or director of the corporation.
2.3 Removal. Members may be removed from membership at any time with or without cause
by a majority vote of the members.
3.1 Place. All meetings of the members shall be held at such place as is named in the call.
3.2 Annual Meeting. The annual meeting of the members shall be held on the 4th Tuesday
Wednesday in June and shall be called by the president, vice-president, treasurer, clerk or
any director. In the event the annual meeting is not held on such date, a special meeting in
lieu of the annual meeting may be held with all the force and effect of an annual meeting.
3.3 Special Meetings. Special meetings of the members may be called by the president, vice-
president, or by any director, and shall be called by the clerk, or in the case of the death,
absence, incapacity or refusal of the clerk, by any other officer, upon written application of
any member or members entitled to vote at that time. In case none of the officers is able and
willing to call a special meeting, the Supreme Judicial or Superior Court, upon application
of said member or members entitled to so vote, shall have jurisdiction in equity to authorize
one or more of such members to call a meeting by giving such notice as is required by law.
3.4 Notice. All meetings of the members shall be called by giving at least seven days notice to
each member stating the place, day and hour for the meetings thereof. Notices shall be
mailed postpaid to or delivered at the address of the members as they appear on the books
of the corporation, or via email delivery. Whenever notice of a meeting is required to be
given a member under applicable law, the articles of organization or these bylaws, a written
waiver thereof, executed before or after the meeting by such member or his attorney
thereunto authorized and filed with the records of the meeting, shall be deemed equivalent
to such notice. Notwithstanding the foregoing, notice of any change of the date fixed in the
bylaws for the annual meeting shall be given to all members no less than seven (7) days
before the new date fixed for such meeting. A notice or waiver of notice need not specify
the purpose of any meeting unless the purpose of the meeting includes a discussion or vote
relating to the interpretation of these bylaws or amendment to these bylaws, in which case,
notice of purpose must be given.
3.5 Quorum. A majority of the members in person or by proxy shall constitute a quorum, but a smaller number may adjourn from time to time without further notice until a quorum is
present.
3.6 Voting. At all meetings of the members every member shall be entitled to one vote. When a quorum is present at any meeting, the vote of a majority of the members represented at that time shall, except where a larger vote may be required by law, the articles of organization or these bylaws, decide any question brought before the meeting. Members may vote by written proxy, including email, dated not more than six weeks before the meeting named therein, which shall be filed with the clerk of the meeting, or any adjournment thereof, before being voted.
3.7 Action by Consent. Any action required or permitted to be taken at any meeting of the
members may be taken without a meeting if all the members consent to the action in writing
and the written consents are filed with the records of the meetings of the members. Such
consents shall be treated for all purposes as a vote at a meeting.
4.1 Enumeration. The corporation shall have a board consisting of directors who shall have the powers and duties of a board of directors under Massachusetts law. The officers of the
corporation shall be a president, vice-president, treasurer, clerk and such other officers as
the board shall elect. The board of directors may designate persons or groups of persons as
sponsors, benefactors, contributors, advisors or friends of the corporation or such other title
as they deem appropriate.
4.2 Qualifications. The clerk shall be a resident of Massachusetts unless a resident agent shall have been appointed pursuant to Massachusetts law.
4.3 Directors. The initial directors shall be those persons named as directors in the articles of
organization. Thereafter, the directors shall be elected at the annual meeting of the
members. The members may, by vote of a majority of the membership, elect from time to
time additional directors of the corporation. Except as hereinafter provided, the directors
shall hold office until the next annual meeting of the members and until their respective
successors are elected and qualified.
4.4 Term of Office. The Board of Directors shall consist of the officers and no fewer than nine
(9) but not more than fifteen (15) directors elected by the membership in 2020 and divided
into three (3) classes of three to five (3-5) directors each, the term of one (1) class expiring
each year, of which initially three to five (3-5) directors shall be elected for a one (1) year
term, three to five (3-5) directors for a two (2) year term, and three to five (3-5) directors
for a three (3) year term; and each year thereafter one class of three to five (3-5) directors
will be elected for a three (3) year term at the Board of Directors Annual Meeting. Directors
whose terms expire in 2021 and 2022 will be eligible for two additional terms and those
whose terms expire in 2023 will be eligible for one additional term. Directors will be
limited to two (2) consecutive three (3) year terms and will be eligible for renomination
after a one-year absence from the board , unless the director is elected to one of the offices.
No person shall serve on the Board of Directors as a director or officer for more than ten
(10) consecutive years unless approved prior to the presentation of the slate at the annual
meeting by a two-thirds majority of those present at the meeting.
4.5 Officers. The initial officers shall be those persons named as officers in the articles of
organization. The Board of Directors shall elect at its first meeting after the Annual Meeting
a President, Vice President, Treasurer and Clerk who shall hold office until the date fixed
by these bylaws for the next annual meeting of directors and until their respective
successors are elected and qualified. An officer or other director who has been elected by
the Annual Meeting to serve two (2) consecutive three (3) year terms as a director may be
elected as an officer upon expiration of the sixth year, or if in office at the expiration of
such sixth consecutive year, may remain in such office if elected; however, no officer shall
serve more than five consecutive one (1) year terms in the same office unless approved on
annual basis by a two-thirds majority of those present at the first Board of Directors
meeting following its Annual Meeting. The Board of Directors may elect an officer to fill
vacancy in any office. A person may hold more than one office at the same time. The
directors also may at any time elect such other officers as they shall determine. Officers
may be removed from their respective offices with or without cause by vote of a majority of
the directors then in office.
4.6 Sponsors, Benefactors, Contributors, Advisors, Friends of the Corporation. Persons or
groups of persons designated by the board as sponsors, benefactors, contributors, advisors
or friends of the corporation or such other title as the board deems appropriate shall, except
as the board shall otherwise determine, serve in an honorary capacity. In such capacity they
shall have no right to notice of or to vote at any meeting, shall not be considered for
purposes of establishing a quorum and shall have no other rights or responsibilities.
4.7 Resignation. Any director or officer may resign at any time by giving his or her resignation in writing to the president, treasurer, clerk or any other officer or director of the
corporation.
4.8 Removal of Directors. Directors may be removed from office at any time with or without
cause by a majority vote of the directors then in office or by a majority vote of the
members.
4.9 No Right to Compensation. Unless the directors in their discretion provide for
compensation, no director or officer resigning, and (except where a right to receive
compensation shall be expressly provided in a duly authorized written agreement with the
corporation) no director or officer removed, shall have any right to any compensation as
such director or officer for any period following his resignation or removal, or any right to
damages on account of such removal, whether his compensation be by the month or by the
year or otherwise.
4.10 Vacancies. Continuing directors may act despite a vacancy or vacancies in the board and shall for this purpose be deemed to constitute the full board. Any vacancy in the board of
directors, however occurring, including a vacancy resulting from the enlargement of the
board, may be filled by the directors, unless previously filled by the members in the election
of the directors. Vacancies in any office may be filled by the directors.
5.1 Place. Meetings of the board of directors shall be held at such place within or without
Massachusetts as may be named in the notice of such meeting.
5.2 Annual and Regular Meetings. The annual meeting of the board of directors shall be held
each year immediately after and at the place of the annual meeting of the members at which
the board is elected. In the event the annual meeting is not held on such date, a special
meeting in lieu of the annual meeting may be held with all the force and effect of an annual
meeting. Regular meetings may be held at such times as the directors may fix.
5.3 Special Meetings. Special meetings of the board of directors may be called by the president or any other officer or director at other times throughout the year.
5.4 Notice. No notice need be given for a regular or annual meeting. Forty-eight hours' notice
by mail, telegraph, electronic mail, telephone or word of mouth shall be given for a special
meeting unless shorter notice is adequate under the circumstances. Notice of a meeting need
not be given to any director if a written waiver of notice, executed by him 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 him or
her. A notice or waiver of notice need not specify the purpose of any meeting unless the
purpose of the meeting includes a discussion or vote relating to the interpretation of these
bylaws or amendment to these bylaws, in which case, notice of purpose must be given.
5.5 Quorum. A majority of the directors then in office shall constitute a quorum, but a smaller number may adjourn finally or from time to time without further notice until a quorum is present. If a quorum is present, a majority of the directors present may take any action on behalf of the board except to the extent that a larger number is required by law, the articles or organization or these bylaws.
5.6 Action by Consent Telephone Conference Meetings. 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, to be collected and retained by the clerk. Such consents shall be
treated for all purposes as a vote at a meeting. Members of the board of directors of the
corporation or any committee designated thereby may participate in a meeting of such
board or committee 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.
5.7 Vote of Interested Directors. A director who is a member, stockholder, trustee, director,
officer or employee of any firm, corporation or association with which the corporation
contemplates contracting or transacting business shall disclose his or her relationship or
interest to the other directors acting upon or in reference to such contract or transaction.
No director so interested shall vote on such contract or transaction, but he or she may be
counted for purpose of determining a quorum. The affirmative vote of a majority of the
disinterested directors shall be required before the corporation may enter into such
contract or transaction.
In case the corporation enters into a contract or transacts business with any firm,
corporation or association of which one or more of its directors is a member, stockholder,
trustee, director, officer, or employee, such contract or transaction shall not be invalidated
or in any way affected by the fact that such director or directors have or may have
interests therein that are or might be adverse to the interests of the corporation. No director
or directors having disclosed such adverse interest shall be liable to the corporation or to
any creditor of the corporation or to any other person for any loss incurred by it under or
by reason of any such contract or transaction, nor shall any such director or directors be
accountable for any gains or profits to be realized thereon.
Notwithstanding the foregoing, nothing in this section shall require a director who is a
member, stockholder, trustee, director, officer or employee of an affiliate of the
corporation to disclose his or her relationship with such affiliate in connection with a
discussion of, or vote on, any matter dealing with such affiliate and such relationship shall
not be deemed a conflict of interest for any purpose, unless otherwise expressly
determined by an affirmative vote of a majority of all the directors then in office. For
purposes of this section, an affiliate shall mean any one of Historical Highfield, Inc.,
Falmouth Historical Society, Inc., Woods Hole Community Association, Inc., Woods
Hole Historical Museum or the corporation, or is under the common control of the
corporation and any other nonprofit corporation which is described in and qualified under
section 501(c)(3) of the Internal Revenue Code.
6.1 Directors. The directors shall be responsible for the general management and supervision of the business and affairs of the corporation except with respect to those powers reserved to the members by law, the articles of organization or these bylaws. The board of directors may from time to time, to the extent permitted by law, delegate any of its powers to committees, subject to such limitations as the board of directors may impose.
6.2 President. The president shall be the chief executive officer of the corporation and as such shall have charge of the affairs of the corporation subject to the supervision of the board of directors and shall preside at all meetings at which he or she is present. The president shall also have such other powers and duties as customarily belong to the office of president or as may be designated from time to time by the board of directors.
6.3 Vice-president. The vice-president shall preside over all meetings in the absence of the
president, and otherwise exercise all powers of the president, if delegated by the president.
The vice-president shall also have such other powers and duties as customarily belong to
the office of vice-president or as may be designated from time to time by the board of
directors.
6.4 Treasurer. The treasurer shall be the chief financial officer of the corporation. The treasurer shall also have such powers and duties as customarily belong to the office of treasurer or as may be designated from time to time by the president or the board of directors.
6.5 Clerk. The clerk shall record all proceedings of the member and directors in a book or
books to be kept therefor and shall have custody of the seal of the corporation.
6.6 Other Officers. Other officers shall have such powers as may be designated from time to
time by the board of directors.
The corporation shall, to the extent legally permissible, indemnify each person who may
serve or who has served at any time as a director or officer of the corporation or of any of
its subsidiaries, or who at the request of the corporation may serve or at any time has
served as a director, officer or director of, or in a similar capacity with, another
organization, against all expenses and liabilities (including counsel fees, judgments, fines,
excise taxes, penalties and amounts payable in settlements) reasonably incurred by or
imposed upon such person in connection with any threatened, pending or completed
action, suit or other proceeding, whether civil, criminal, administrative or investigative, in
which he or she may become involved by reason of his or her serving or having served in
such capacity (other than a proceeding voluntarily initiated by such person unless he or
she is successful on the merits, the proceeding was authorized by the corporation or the
proceeding seeks a declaratory judgment regarding his or her own conduct); provided that
no indemnification shall be provided for any such person with respect to any matter as to
which he or she shall have been finally adjudicated in any proceeding not to have acted in
good faith in the reasonable belief that his or her action was in the best interests of the
corporation; and provided, further, that as to any matter disposed of by a compromise
payment by such person, pursuant to a consent decree or otherwise, the payment and
indemnification thereof have been approved by the corporation, which approval shall not
unreasonably be withheld, or by a court of competent jurisdiction. Such indemnification
shall include payment by the corporation of expenses incurred in defending a civil or
criminal action or proceeding in advance of the final disposition of such action or
proceeding, upon receipt of an undertaking by the person indemnified to repay such
payment if he or she shall be adjudicated to be not entitled to indemnification under this
article, which undertaking may be accepted without regard to the financial ability of such
person to make repayment.
A person entitled to indemnification hereunder whose duties include service or
responsibilities as a fiduciary with respect to a subsidiary or other organization shall be
deemed to have acted in good faith in the reasonable belief that his or her action was in the
best interests of the corporation if he or she acted in good faith in the reasonable belief
that his or her action was in the best interests of such subsidiary or organization or of the
participants or beneficiaries of, or other persons with interests in, such subsidiary or
organization to whom he or she had a fiduciary duty.
Where indemnification hereunder requires authorization or approval by the corporation,
such authorization or approval shall be conclusively deemed to have been obtained, and in
any case where a director of the corporation approves the payment of indemnification,
such director shall be wholly protected, if:
(i) the payment has been approved or ratified (1) by a majority vote of a quorum of
the directors consisting of persons who are not at that time parties to the proceeding, (2) by
a majority vote of a committee of two or more directors who are not at that time parties to
the proceedings and are selected for this purpose by the full board (in which selection
directors who are parties may participate), or (3) by the members of the corporation if
disinterested; or
(ii) the action is taken in reliance upon the opinion of independent legal counsel
(who may be counsel to the corporation) appointed for the purpose by vote of the directors
or in the manner specified in clauses (1), (2) or (3) of subparagraph ( i );or
(iii) the payment is approved by a court of competent jurisdiction; or
(iv) the directors may have otherwise acted in accordance with the standard of
conduct set forth in Chapter 180 of the Massachusetts General Laws.
Any indemnification or advance of expenses under this article shall be paid promptly, and
in any event within 30 days, after the receipt by the corporation of a written request
therefore, from the person to be indemnified, unless with respect to a claim for
indemnification the corporation shall have determined that the person is not entitled to
indemnification. If the corporation denies the request or if payment is not made within
such 30-day period, the person seeking to be indemnified may at any time thereafter seek
to enforce his or her rights hereunder in a court of competent jurisdiction and, if
successful in whole or in part, he or she shall be entitled also to indemnification for the
expenses of prosecuting such action. Unless otherwise provided by law, the burden of
proving that the person is not entitled to indemnification shall be on the corporation.
The right of indemnification under this article shall be a contract right inuring to the
benefit of the directors, officers and other persons entitled to be indemnified hereunder
and no amendment or repeal of this article shall adversely affect any right of such director,
officer or other person existing at the time of such amendment or repeal.
The indemnification provided hereunder shall inure to the benefit of the heirs, executors
and administrators of a director, officer or other person entitled to indemnification
hereunder. The indemnification provided hereunder may, to the extent authorized by the
corporation, apply to the directors, officers and other persons associated with constituent
corporations that have been merged into or consolidated with the corporation who would
have been entitled to indemnification hereunder had they served in such capacity with or
at the request of the corporation.
The right of indemnification under this article shall be in addition to and not exclusive of
all other rights to which such director or officer or other persons may be entitled. Nothing
contained in this article shall affect any rights to indemnification to which corporation
employees or agents other than directors and officers and other persons entitled to
indemnification hereunder may be entitled by contract or otherwise under law.
Article 8. AMENDMENTS
These bylaws may be altered, amended or repealed, in whole or in part, by the affirmative
vote of a majority of the members present and voting at any meeting, the notice of which
contains a statement of the proposed alteration or amendment. The directors may also
make, amend or repeal these bylaws in whole or in part and shall give written notice of
such action to the membership before the next meeting of members. Any such alteration,
amendment or repeal by the directors may then be altered, amended or repealed, in whole
or in part, by the affirmative vote of a majority of the membership entitled to vote thereon.
Notwithstanding the above provisions of this Article 8, any amendment, alteration or
repeal of a bylaw by the directors as provided for in this Article shall be valid and given
full force and effect unless and until acted upon by the membership.
Originally adopted December 16, 2014.
Amended by vote of the membership, March 22, 2016.
Amended by a vote of the Board pending vote of the membership, February 25, 2020.
Amended by a vote of the membership, May 26, 2020.
Amended by vote of the membership March 23, 2022.
Amended by vote of the membership June 24, 2026.