Minutes: March 22, 2005

Foster's Pond Corporation
March 22, 2005
South School, Andover
7:10 p.m. to 9:30 p.m.

The Foster's Pond Corporation, at its Spring meeting on March 22, 2005, approved new Articles of Organization, new By-Laws, and a new conflict-of interest policy, all designed to make us eligible for tax-exempt status as a charitable organization.

In a series of unanimous votes, the members adopted the documents as printed in the booklet mailed to them earlier in the month.  Amending the Articles and the By-Laws required approval by 2/3 of the Corporation's members, a threshold achieved on both votes.

Members also elected Azalea Drive resident Paul Guerard to the Board of Directors, filling a vacancy created by the resignation of Pat York.  Paul has had a distinguished career in public health, having served as Director of Health Planning for the Merrimack Valley Health Planning Council, deputy director of the Health Planning Council of Greater Boston, and regional medical counsultant for the U.S. Public Health Service.

Paul's term will expire December 31, along with that of Marty Rabinowitz.  The members voted to designate the terms of Steve Ellis, Mark Florio and Kemper Mazzarelli to expire December 31, 2006, achieving the By-Law requirement that terms of the directors be staggered.

Fundraising Committee Chairman Marty Rabinowitz outlined ideas for a campaign to raise the $42,500 needed to pay for Sonar treatment of the Pond.  He indicated that committee members had contacted 28 people in the community in the last few days and had come up with $25,000 in informal pledges. 

Here are brief descriptions of the organizational documents approved at the meeting:

    Restated Articles of Organization, when approved by the Secretary of State, will replace Articles of Organization last amended in 1981.  [Note:  The Restated Articles of Organization were approved by the Massachusetts Secretary of State effective April 1, 2005.] The new Articles (the bedrock legal document of the organization) restate our purposes to reflect our charitable, educational, and scientific objective of preserving and protecting a priceless public resource:  Foster's Pond.  The new Articles of Organization include provisions which are required for the Corporation to seek tax-exempt status from the IRS.

    New By-Laws compatible with the new Articles of Organization.  The new By-Laws also contain provisions opening non-voting membership to the general public; eliminating the restriction of one voting membership per household; allowing annual dues to be changed by a vote of the members without amending the by-laws; allowing notice of meetings to be sent by e-mail; limiting the corporation to charitable purposes consistent with obtaining a tax exemption; and (as is common in organizations like ours) pertaining to officer and director liability and indemnification of directors and officers.

    A Conflict-of-Interest Policy.  This is something new for the FPC.  Before granting tax-exempt status to an organization, the IRS requires that the organization have in place procedures to ensure that transactions do not benefit the private interests of officers, directors, or members - as opposed to the public interest that a charitable organization is set up to serve.