BY-LAWS

OF

FRIENDS OF ALEWIFE RESERVATION, INC.

Section 1.                      NAME:  The name of the Corporation shall be Friends of Alewife Reservation, Inc.

Section 2.                      PURPOSES AND POWERS:  The purposes of the Corporation shall be as set forth in the Articles of Organization.  These by‑laws, the powers of the Corporation and of its Steering Committee and officers, and all matters concerning the conduct and regulation of the Corporation shall be subject to the Articles of Organization in effect from time to time.

Section 3.                      MISSION AND OPERATIONS:  The mission of the Corporation shall be to bring public attention to the MDC Reservation, wetlands, and environs by working with community volunteers, elected officials, Alewife area groups and the Mystic River Watershed Association to preserve and protect the area by means of visible presence of adult volunteer monitors, or school youth projects which include: public clean ups, survey teams, wilderness educational tours and classes, water quality testing and other projects which benefit the Alewife Reservation.  The Friends will also alert businesses and residents of the area of their environmental wetland responsibilities to Cambridge, Arlington and Belmont. Friends will raise funds for purposes of preservation and enhancement of the 115 acres public land Reserve in properly planned and supervised projects through grants, city and town funds, and from benefactors.

Stewarding Goals of the organization will be met by various Task Forces which will do the work of the Reservation of cleaning, tending, touring, educating the public, monitoring wildlife and watershed activities, presenting environmental art, and conducting projects as stated in the Purpose.  Task Forces will choose their own representatives, one of whom will write progress reports and represent the Task Force on the Steering Committee and in meetings with the other Task Forces.

Friends' volunteers will meet separately in crews, teams and committees to plan their work with the agreement from the Steering Committee and advisors.  Public outreach will request the public to become contributing members.  Businesses will be asked for contributions as well.  Public contributing members and non-members will be encouraged to participate in all aspects of the organization.

The Friends Steering Committee will work through a liaison or an appropriate task force representative(s)  with the public land owners, Metropolitan District Commission and/or their appointed agency, to gain permission and approval for projects, to work in conjunction with the owners, to help monitor and give essential information for the preservation and conservation of the land and water bodies under its jurisdiction.

Most of the activity of the Corporation will be reported on the Friends of  Alewife Reservation website.

Section 4.                      DECISION-MAKING:  The general management of the business, property and affairs of the Corporation shall be vested in a Steering Committee as described herein.  The Steering Committee shall have the powers and responsibilities of a board of directors under law, the Articles of Organization, and these bylaws.

Section 5.                      STEERING COMMITTEE:  The Steering Committee shall be comprised of: (a) a representative of each Task Force as selected by the Task Force to serve at the pleasure of the Task Force; and (b) the Officers.

Section 6.                      OFFICERS.  The officers of the Corporation shall be a President, a Clerk, a Treasurer, and such other officers as the Steering Committee may from time to time appoint.  The Steering Committee shall elect all officers to hold office at the pleasure of the Steering Committee.  The officers shall have the powers and perform the duties customarily belonging to their respective offices.

Section 7.                      ANNUAL, REGULAR AND SPECIAL MEETINGS.  The Steering Committee shall meet annually on such date and at such place and time as the Steering Committee shall determine.  Regular and special meetings shall be at such date, place and time as the Steering Committee may from time to time determine. It is envisioned that the Steering Committee will meet at least three times per year.  The Steering Committee shall from time to time determine the number of Steering Committee members who shall constitute a quorum for Steering Committee meetings.  To the extent possible, meetings will be conducted by consensus and with a revolving chair.

Section 8.                      ACTION WITHOUT A MEETING.  Any action required or permitted to be taken may be taken without a meeting if all those entitled to vote consent in writing and if the written consents are filed with the records of the Corporation.  Consent may be given by facsimile transmission or by electronic mail.  Such consents shall be treated for all purposes as a vote at a meeting.

Section 9.                      TELEPHONIC PARTICIPATION IN MEETINGS.  Members of the Steering Committee or any committee designated by the Steering Committee or these by‑laws may participate in a meeting of the Steering Committee or such committee by means of a conference telephone call or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participating by such means shall constitute presence in person at a meeting.

Section 10.                   STEERING COMMITTEE VOTING:  When a quorum is present, voting at any meeting shall be by majority vote except as required by law, the Articles of Organization, or these bylaws.

Section 11.                   COMMITTEES.  The Steering Committee may delegate such of its powers as it considers advisable, except those powers which by law, the Articles of Organization, or these by‑laws may not be so delegated, to such committees as the Steering Committee or these by‑laws may from time to time establish.  All such committees shall serve at the pleasure of the Steering Committee.

Section 12.                   RECEIPT AND DISBURSEMENT OF FUNDS.  The Steering Committee may designate such other officer or officers who in addition to or instead of the President or Treasurer shall be authorized to receive and receipt for all moneys due and payable to the Corporation from any source whatever, to endorse for deposit checks, drafts, notes, or other negotiable instruments, and to give full discharges and receipts therefor.  Funds of the Corporation may be deposited in such bank or banks as the President or Steering Committee may from time to time designate or with such other corporations, firms, or individuals as the Steering Committee may from time to time designate.

Section 13.                   EXECUTION OF DOCUMENTS.  Except as otherwise provided by law, the Steering Committee or these by-laws, the President or Treasurer shall sign for the Corporation all deeds, agreements and other formal instruments.

Section 14.                   COMMUNICATION BY FACSIMILE OR ELECTRONIC MEANS.  Written notice or waiver of notice or other communication under these by-laws may be given by facsimile transmission, electronic mail, or other electronic means of written communication.