Article I
Articles of Organization

The name and purposes of the corporation shall be as set forth in the Articles of Organization. These By-Laws are subject to the Articles of Organization as from time to time amended, and the Articles of Organization are hereby made a part of these By-Laws.

Article II
Members

Section 1. Members.

A person is eligible for voting membership in the corporation if s/he (a) owns real property in the Towns of Andover or Wilmington directly abutting Foster's Pond or any of the following ways in the vicinity of Foster's Pond: Willard Circle, Pomeroy Road, Foster's Pond Road, Pine Tree Lane; or (b) permanently resides on said property and is an adult member of the owner's household. No more than one person in any household may hold voting membership in the corporation.

Section 2. Corporate, Trust and Organizational Members.

A corporation, trust, organization or other entity owning or managing real property directly abutting Foster's Pond or any of the aforementioned ways in the vicinity thereof is eligible for voting membership upon the concurrence of a majority of the voting Members. Prior to enrollment as a Member, the corporation, trust, organization or other entity shall, in writing to the Secretary, designate a person to exercise all membership rights of said corporation, trust, organization or other entity. The person so designated may from time to time be changed, and a new person substituted, upon written notification to the Secretary.

Section 3. Associate Members.

A person not otherwise eligible for voting membership is eligible for associate (non-voting) membership if s/he resides on property directly abutting Foster's Pond or any of the aforementioned ways in the vicinity thereof. Any other person, corporation, trust, organization or other entity with a demonstrated concern for the purposes of this corporation is eligible for associate membership upon the concurrence of a majority of the voting Members.

Section 4. Enrollment.

Upon payment of annual dues and any assessments then owing, a person, corporation, trust, organization or other entity eligible for any class of membership shall be enrolled by the Secretary as a Member of the appropriate class.
Section 5. Membership Year.

The membership year shall be from January 1 through December 31. Memberships shall continue from year to year unless terminated.

Section 6. Dues.

Dues for voting Members shall be seven dollars ($7.00) per membership year or fraction thereof, provided that dues for any year shall be five dollars ($5.00) if paid in full on or before January 31 of that year. Dues for associate Members shall be one-half the dues of voting Members.

Section 7. Assessments.

The voting Members may from time to time adopt or amend a schedule of assessments, for any purposes consistent with the Articles of Organization and these By-Laws, to be paid by Members. Such schedule may, as to any purpose for which an assessment is voted, distinguish among classes of Members and, within classes, among groups or individuals, on any reasonable basis, including duration of membership, the benefit to particular Members or groups of Members, and individuals' ability to pay the assessment. Such schedule shall include the dollar amounts and due date of any assessments, and a copy of such schedule shall be provided to all Members.

Section 8. Termination of Membership.

(a) Change of Eligibility Status. The voting membership of any person, corporation, trust, organization or other entity ceasing to own real property in the Town of Andover directly abutting Foster's Pond or any of the aforementioned ways in the vicinity thereof, and the voting membership of any person residing on said property, shall terminate as of the date when such ownership terminates. The associate membership of any person ceasing to reside on property directly abutting Foster's Pond or any of the aforementioned ways shall terminate as of the date when such residency terminates.

(b) Non-payment of Dues or Assessments. Any Member whose dues are not fully paid as of January 31, or whose assessments are not fully paid in accordance with a duly adopted schedule, shall be so notified in writing by the Secretary. The membership of any person, corporation, trust, organization, or other entity whose dues or assessments are not fully paid as of the thirtieth day following such notification shall terminate as of such date.

(c) Two-thirds Vote. The membership of any person, corporation, trust, organization, or other entity may be terminated by an affirmative vote of not less than two-thirds of the Members, provided that written notice is given to all Members prior to the meeting that the termination of a membership will be proposed and identifying said membership. No Member shall have any right to damages on account of termination.

(d) Return of Dues and Assessments. Upon application of a person, corporation, trust, organization, or other entity whose membership has been terminated or will terminate as of a date certain, and on the concurrence of a majority of the Members present and voting, dues and assessments paid for the current membership year, or a pro-rated portion of such dues and assessments, may be returned to the applicant.

(e) Reinstatement. Upon payment of dues and assessments owing at the time of termination, and of such dues and assessments as are specified in any current schedule, a former Member may, with the concurrence of a majority of the Members present and voting at a meeting at which a quorum is present, be reinstated as a Member in good standing, except that, if the membership was terminated under subsection (c) of this section, reinstatement shall be by an affirmative vote of not less than two-thirds of the Members.

Section 9. Powers.

The voting Members shall exercise all the powers of the corporation except
as otherwise required by law or by these By-Laws.

Article III
Meetings

Section I. Annual Meetings.

The annual meeting of the Members shall be held at seven o'clock p.m. on the third Thursday in January in each year. Purposes for which an annual meeting is to be held, additional to those prescribed by law, by the Articles of Organization, and by these By-Laws, may be specified by the President, or by a majority of the Directors. If such annual meeting is omitted on the day herein provided for, a special meeting of the Members may be held in place thereof, and any business transacted or elections held at such special meeting shall have the same effect as if transacted or held at the annual meetings.

Section 2. Special Meetings.

A special meeting of the Members may be called at any time by the President or a majority of the Directors then in office. A special meeting shall be called by the Secretary, or in the case of death, absence, incapacity or refusal, by any other officer, upon written application of three or more voting Members. Special meetings shall be called at least three times per year, in March, June, and September.

Section 3. Place of Meetings.

The annual meeting of the Members and any special meetings shall be held in the Town of Andover at such place, as stated in the notice, as is designated by the President or a majority of the Directors then in office. Any adjourned session of any meeting shall be held at such place as is designated in the vote of adjournment.

Section 4. Notice of Meetings.

A written notice of each meeting of Members, annual or special, stating the place, day, and hour thereof and the purposes for which the meeting is called, shall be given at least two weeks before the meeting to each Member, by leaving such notice in his or her mailbox (if such Member resides on property directly abutting Foster's Pond or any of the aforementioned ways in the vicinity thereof) or by mailing it, postage prepaid, addressed to such Member at the address appearing upon the books of the corporation. Notice shall be given by the Secretary, or in case of death, absence, incapacity or refusal, by some other officer or by a person designated either by the Secretary or by the President or by the Directors.

Section 5. Quorum.

At any meeting of the Members, a quorum shall consist of thirty percent (30%) of the Members entitled to vote at such election or upon such question, respectively, except in any case where a larger quorum is required by law, by the Articles of Organization, or by these By-Laws.
In any case any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

When a quorum for an election is present at any meeting, a majority of the votes properly cast for any office shall elect to such office, except where a larger vote is required by law, by the Articles of Organization or by these By-Laws. When a quorum for the consideration of any question is present at any meeting, a majority of the votes properly cast upon the question shall decide the question, except where a larger vote is required by law, by the Articles of Organization or by these By-Laws.

Section 6. Proxies and Voting.

Members entitled to vote shall have one vote. Members entitled to vote may vote in person or by proxy as provided herein. A member may designate, in writing to the Secretary, one or more permanent residents of the member's household as holders of permanent proxies, and the holders thereof shall be entitled to vote at any meeting, provided that if a member and one or more of the holders of his/her permanent proxies, or more than one of the holders of his/her permanent proxies, cast votes upon any question, such votes shall be counted as equal fractions of a single vote. Such proxies shall not be valid after cancellation by the member in writing to the Secretary or if the holder ceases to reside permanently in the member's household.
A member may vote by proxy in writing dated not more than two weeks before the meeting named therein, which proxies shall be filed with the Secretary at the meeting, or any adjournment thereof, before being voted. Such proxies shall entitle the holders thereof to vote at any adjournment of such meeting but shall not be valid after the final adjournment of such meeting.

Article IV
Board of Directors

Section 1. Composition.

The Board of Directors shall consist of nine (9) Directors, of which four (4) shall be the officers of the Corporation elected pursuant to Article V of these By-Laws.

Section 2. Term of Office.

The term of office of Director, other than an Officer, shall, hereafter, be two years, or until a successor is elected. The terms of not more than three Directors, other than Officers, shall expire after December each year. To implement this provision with regard to the Directors in office, it shall be determined, at random or by vote of the Directors, which two Directors' terms shall expire as of the 1982 annual meeting, and which three Directors' terms shall expire as of the 1983 annual meeting. A Director may serve consecutive terms.

Section 3. Election.

At each annual meeting, the voting Members shall elect Directors to fill terms then expiring. A Member, a person designated to exercise membership rights pursuant to Section 2 of Article II, or a person designated as a holder of a Member's permanent proxy is eligible to hold the office of Director.

Section 4. Meetings of Directors.

Meetings of the Board of Directors shall be held when called, and in any place within the Town of Andover designated, by the President or one-third (1/3) of the Directors. Notice of any meeting, indicating the date, hour, and place of the meeting, shall be given at least five days in advance by the Secretary, or in case of death, absence, incapacity or refusal, by some other officer or by a person designated by the Secretary or the President. Notice of any meeting may be in person or by telephone, mail, or writing left in the Director's mailbox.

Section 5. Quorum of Directors.

At a meeting of the Board of Directors, a quorum for the consideration of any question shall consist of a majority of the Directors then in office. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present. When a quorum is present, the votes of a majority of the Directors present and voting shall decide any question properly brought before such meeting, except in any case where a larger vote is required by law, by the Articles of Organization or by these By-Laws.

Section 6. Resignations, Removals, and Disqualifications.

A Director may resign at any time by delivering his or her resignation in writing to the President, the Secretary, a meeting of the Board, or a meeting of the Members. The Members may, at any meeting called for that purpose, by vote of a two thirds (2/3) majority of those voting, remove from office any Director, and no Director shall have any right to damages on account of such removal. Any Director whose membership terminates pursuant to Section 8 of Article II, or who ceases to exercise membership rights pursuant to a designation under Section 2 of Article II, or who is no longer eligible to hold a permanent proxy shall be disqualified from holding the office of Director, and his/her office shall be deemed vacant.

Section 7. Vacancies.

If the office of any Director becomes vacant by reason of death, resignation, removal, or disqualification, a successor shall be elected to fill the remainder of the term at the next annual or special meeting of Members.

Section 8. Powers and Duties of Board.

(a) General Powers and Duties. The Board of Directors shall exercise those powers which may, from time to time, be delegated by vote of the Members. The Directors as a board shall have access to the books, vouchers, and records of the Secretary and the Treasurer; shall make such recommendations to the Members as the Directors see fit; and may make for their own government such rules and regulations, consistent with these By-Laws, as they see fit.

(b) Accounting and Audits. The Board of Directors shall require proper records to be maintained of all business transactions, shall ensure that accounting methods are utilized which are adequate to the requirements of the corporation, and shall, as appropriate, secure the services of a competent and disinterested public accountant to audit the books and accounts of the corporation.

(c) Depository. The Board of Directors shall have the power to select one or more banks to act as depositories of funds of the corporation and to determine the manner of receiving, depositing, and disbursing the funds of the corporation and the form of checks and the person or persons by whom they shall be signed, with the power to change such bank and the person or persons signing such checks and the form thereof at will, provided that all checks in the amount of one hundred dollars ($100.00) or more shall be signed by the President and such other person or persons, if any, designated by the Board.

Article V
Officers

Section 1. Officers of the Corporation.

The officers of the corporation shall be a President, a Vice-President, a Treasurer, and a Secretary. No person shall hold such office unless he or she is a voting Member of the Corporation or holder of a permanent proxy pursuant to section 6 of Article III.

Section 2. Election of Officers.

At the annual meeting the Members shall elect officers. Each officer shall hold office until the next annual meeting of the corporation and until his or her successor is elected, or until his or her death, resignation, removal, or disqualification. Officers may be elected to successive terms.

Section 3. President.

The President shall be the chief executive officer of the corporation, shall preside at all meetings of the Members, shall chair all meetings of the Board of Directors, and shall have such other powers and duties as are set forth in these By-Laws or delegated from time to time by the Members.

Section 4. Vice President.

In the absence or disability of the President, the Vice President shall perform all the duties of the President.

Section 5. Treasurer.

The Treasurer shall safely keep all funds of the corporation and deposit them in the bank or banks designated by the Board of Directors. Those funds shall be paid only on orders of the corporation signed by the President. The Treasurer shall maintain the books and records of all financial transactions of the corporation, and shall report on the financial status of the corporation at each meeting of the Members and of the Directors.

Section 6. Secretary.

The Secretary (or Clerk) shall keep a full and complete minutes of all meetings of the Members and of the Board of Directors; shall make service of such notices as may be necessary and proper; shall supervise the keeping of the records of the corporation; shall keep a list of all Members at their addresses; and shall collect and record payment of all dues and assessments, which shall then be turned over to the Treasurer.

Section 7. Removal of Officers.

The Members may, by a two-thirds (2/3) vote of the Members entitled to vote, remove any officer. The proposal to remove any officer shall have been stated in a written notice to those entitled to vote sent at least two weeks prior to any meeting at which the vote will be taken.
No officer shall be removed without cause or opportunity for a hearing before a meeting of those entitled to vote. No officer shall have any right to damages on account of such removal.

Article VI
Corporate Assets

Section 1. Non-profit Purposes.

This corporation is organized solely for non-profit purposes and is not organized, nor shall it be operated, for pecuniary gain or profit, and it does not contemplate the distribution of gains, profits, or dividends to the Members thereof. The property, assets, profits and net income of this corporation are irrevocably dedicated to charitable and civic purposes and no part of the profits or net income of this corporation shall ever inure to the benefit of any private individual. Nothing herein shall prevent the reasonable compensation for services rendered or of reimbursement of reasonable expenses incurred in connection with the corporation's affairs, nor indemnification of Directors, Officers, employees or other agents of the corporation.

Section 2. Consolidation or Merger.

The corporation may at any time merge or consolidate with any other non-profit charitable or civic organization. Subject to applicable provisions of law, the corporation may accomplish such merger or consolidation upon affirmative vote of not less than two-thirds (2/3) of the Members entitled to vote upon the question.

Section 3. Dissolution.

Upon dissolution or winding up of this corporation, its assets remaining after payment of, or provision for payment of, all debts and liabilities of this corporation shall be distributed to the Federal government or state government or a local government body for use exclusively for public purposes, or to a non-profit fund, foundation or corporation which is organized and operated exclusively for charitable or civic purposes. Subject to applicable provisions of law, the corporation may dissolve at any time by an affirmative vote of not less than three-fourths (3/4) of the Members entitled to vote upon such question.

Article VII
Execution of Papers

Except as otherwise provided in these By-Laws, all deeds, releases, transfers, contracts, bonds, notes, checks, drafts and other obligations made, accepted or endorsed by the corporation shall be signed by the President.

Article VIII
Fiscal Year

The Fiscal Year of the corporation shall be from January 1 to December 31 of each year.

Article IX
Liability

No Member, Officer, Director, agent or employee of the corporation shall be personally or otherwise liable for any of the debts, liabilities, or obligations of the corporation.

Article X
Amendment of By-Laws or Articles of Organization

These By-Laws or the Articles of Organization may be altered, amended or repealed and new By-Laws or Articles of organization adopted by an affirmative vote of not less than two-thirds (2/3) of the Members entitled to vote, provided at least two weeks' written notice is given to the Members that an alteration, amendment, repeal or new by-law or article will be proposed, specifying the content of the proposal to be made.