ARTICLE 1. NAME
The name of the organization shall be LENOX LAND TRUST, INC. (LLT, Inc.)
ARTICLE 2. LOCATION
The principal office of the corporation shall initially be located at the place set forth in the Articles of Organization of the corporation. The Executive Committee may establish another office or place of business in the Town of Lenox, Berkshire County, Commonwealth of Massachusetts, effective upon its filing a certificate with the Secretary of the Commonwealth.
ARTICLE 3. PURPOSES
Recognizing the pressures on land use and also recognizing the rights of individual property owners, the Lenox Land Trust believes that it is imperative to preserve and maintain the rural New England character of Lenox and the surrounding area for present and future generations and forms this corporation for the following purposes:
ARTICLE 4. MEMBERS
4.1 Membership. Any person who makes a donation to the corporation shall be a member of corporation until the final adjournment of the annual meeting of members in the year next succeeding the year in which the donation was made and for such other periods as the directors may specify. The directors may establish categories of membership.
4.2 Rights and Powers. Members shall have the right to elect directors, the power to make, amend and repeal by-laws, and the other rights and powers vested in them by law, the Articles of Organization or these Bylaws, or specified by the directors.
4.3 Annual Meeting. The annual meeting of members shall be held each year at a time and place in the Town of Lenox to be specified by the directors.
4.4 Special Meetings. Special meetings of the members may be held at any time and at any place in the Town of Lenox. Special meetings of the members may be called by the President or the directors. Special meetings of the directors shall be called by the Clerk, or in the case of death, absence, incapacity or refusal of the clerk or any other officer, upon the written application of at least twenty  percent of the members.
4.5 Notice of Meetings. Notice of each meeting of members shall be mailed to each member at least fifteen (15) days before the date of the meeting, addressed to the member at his or her address as shown in the records of the corporation or sent by e-mail if the member so directs. The notice shall state the place, date and time of the meeting and the purposes of the meeting. Notice of a meeting need not be given to a member whose written waiver of notice, executed by the member or the member’s attorney either before or after the meeting, is filed with the records of the meeting.
4.6 Quorum; Adjournment. At any meeting of the members, the presence in person or by proxy of fifteen (15) members entitled to vote at the meeting (or, if less, fifteen percent (15%) of the members entitled to vote at the meeting) shall constitute a quorum. A meeting may be adjourned by a majority of the votes cast on the question, whether or not a quorum if present. The meeting may be held as adjourned without further notice.
4.7 Voting. Each member shall have one vote. When a quorum is present at a meeting, a majority of the votes properly cast by members present in person or by proxy will decide any question, including election to any office, unless otherwise provided by law, the Articles of Organization, or these ByLaws.
4.8 Action Without a Meeting. Any action required or permitted to be taken at a meeting of members may be taken without a meeting if all members entitled to vote on the matter consent to the action in writing and the written consents are filed with the records of the meetings of members. Such consents shall be treated for all purposes as votes at a meeting.
4.9 Proxies. A member may vote in person or by written proxy dated not more than six (6) months before the meeting identified in the proxy. Before being voted, a proxy shall be filed with the person responsible for recording the proceedings of the meeting. Unless otherwise specifically limited by its terms, a proxy shall entitle its holder to vote at any adjournment of the meeting, but a proxy will terminate after the final adjournment of the meeting.
4.10 Compensation. A member shall not be precluded from serving the corporation n another capacity, or from receiving compensation for those services.
4.11 Inspection of Records. Original or attested copies of the Articles of Organization, ByLaws and records of all meetings of the incorporators and members, as well as membership records containing the names of all members and their addresses, shall be kept at the principal office of the corporation or at the clerk’s office for inspection by members.
ARTICLE 5. DIRECTORS
5.1 Initial Directors. The initial directors named in the Articles of Organization shall remain in office until the first annual meeting of the members, at which time the provisions of Paragraph 5.3 of this Article shall take effect.
5.2 Qualification of Directors. All directors shall be members of the corporation. The initial directors shall have a reasonable time to make donations following the first date on which the corporation may legally solicit donations.
5.3 Number and Election. At each annual meeting of members, the members shall fix the number of directors and shall elect the number of directors so fixed, subject to the staggered tenure provisions of Paragraph 5.4 of this Article. At any meeting of members, the members may fill any vacancy caused by the resignation, death, removal or disqualification of a director, may increase the number of directors previously fixed and elect a new director or directors to fill the newly created vacancy or vacancies, or may decrease the number of directors previously fixed, but only to eliminate a vacancy or vacancies existing by reason of the expiration of tenure, resignation, death, removal or disqualification of one or more directors. Notwithstanding the foregoing, the number of directors fixed by the members shall at all times be not less than nine (9) and not more than fifteen (15).
5.4 Tenure. The members shall establish the term of each director, which may be of any duration not to exceed three (3) years, in order to establish a system of staggered terms in which only a portion of the directors will be elected in each year following the first year.
5.5 Powers. The directors shall manage the affairs of the corporation. In doing so they shall have and may exercise all of the powers of the corporation except those reserved to the members by law, the Articles of Organization or these ByLaws.
5.6 Committees. The directors may established one or more committees, comprised of directors, and may delegate to such committee or committees such powers and duties as the directors shall determine other than the power to change the corporation’s principal office, to amend these ByLaws, to elect officers required by law or these ByLaws to be elected by the directors, to fill vacancies in any such offices, or to remove officers. A committee shall serve at the pleasure of the directors.
5.7 Suspension or Removal. A director may be suspended or removed by vote of a majority of the members or of the directors, but only with cause after reasonable notice and opportunity to be heard.
5.8 Resignation. A director may resign by delivering his or her written resignation to the president or clerk of the corporation, to a meeting of the members or directors or to the corporation at its principal office. A resignation shall be effective upon receipt unless specified to be effective at some other time, and its acceptance shall not be necessary to make it effective unless it so states.
5.9 Meetings. Regular meetings of the directors shall be held at such times and places as the directors shall determine. Any special meeting of the directors shall be held at the time and place specified when called by the president or by a majority of the directors then in office.
5.10 Notice of Meetings. No notice shall be required for regular meetings of directors, except that reasonable notice shall be given to newly elected directors of the first regular meeting following their election, and reasonable notice of the first regular meeting following a determination to change the time or place for regular meetings shall be given to directors who were absent from the meeting at which such determination was made. Reasonable notice of the time and place of special meetings of directors shall be given to each director. Notice to a director shall be deemed reasonable if mailed to the director at his or her address of record at least four (4) days before the meeting or sent by e-mail if the director so directs, or communicated orally to the director at least forty eight (48) hours before the meeting. Notice of a meeting need not be given to a director whose written waiver of notice, executed by the member or the member’s attorney either before or after the meeting, is filed with the records of the meeting, or to a director who attends the meeting without protesting the lack of notice either prior to the meeting or at its commencement.
5.11 Quorum; Adjournment. At any meeting of the directors, the presence of a majority of the directors then in office shall constitute a quorum. A meeting may be adjourned by a majority of the votes cast on the question, whether or not a quorum is present. The meeting may be held as adjourned without further notice.
5.12 Voting. Each director shall have one vote. When a quorum is present at a meeting, a majority of the directors present and voting may decide any question, including election to any office, unless otherwise provided by law, the Articles of Organization or these By Laws.
5.13 Participation by Telephone. Directors or the members of any committee may participate and vote in meetings of the directors or of the committee by telephone conference or similar communications equipment by means of which all participants can hear one another at the same time. Participation in a meeting by such means shall constitute presence in person at the meeting.
5.14 Action Without a Meeting. Any action required or permitted to be taken at a meeting of directors may be taken without a meeting if all directors consent to the action in writing and the written consents are filed with the records of the meetings of directors. Such consents shall be treated for all purposes as votes at a meeting.
5.15 Reimbursement of Expenses; Compensation. A director shall be entitled to receive such reimbursement for his or her expenses incurred in carrying out his or her duties as a director or officer as shall be approved by the directors in a vote in which the interested director does not participate. A director shall not be precluded from serving the corporation in another capacity, or from receiving compensation for those services.
5.16 Change of Corporate Office. The directors shall be authorized to change the principal office of the corporation, except that no such change shall be effective until a certificate of such change, or an annual report specifying the address of the new principal office, has been filed with the Secretary of the Commonwealth.
5.17 Emeritus Directors. A director of or volunteer for the Lenox Land Trust, who over an extended period of time has had a significant impact on the Lenox Land Trust and/or its work, may, by vote of the directors, be honored by permanent designation as an emeritus director. An emeritus director is not considered to be one of the current directors and does not have voting authority.
ARTICLE 6 OFFICERS
6.1 Officers. The officers of the corporation shall be directors. They shall consist of a president, a vice president, a treasurer, a clerk, and any other officer or officers the directors may see fit to designate. The clerk shall be a resident of Massachusetts unless the corporation appoints a resident agent for the service of process. A director may hold more than one office at the same time. If required by the directors, an officer shall give the corporation a bond for the performance of his or her duties in an amount and with surety or sureties satisfactory to the directors. The reasonable expenses of obtaining such bond shall be paid by the corporation.
6.2 Election. The president, vice president, treasurer and clerk shall be elected annually by the directors at their first regular meeting following the annual meeting of members. Other officers, if any, may be elected by the directors at any time.
6.3 Tenure. Each officer shall hold office until the first regular meeting of the directors following the annual meeting of members next succeeding the date of his or her election, and until the election of his or her successor.
6.4 Vacancies. If the office of any officer shall become vacant, the directors may elect a successor. Each successor shall hold office for the unexpired term of his or her predecessor and, in the case of the president, vice president, treasurer and clerk, until a successor has been elected.
6.5 President. The president shall be the chief executive officer of the corporation and, subject to the control of the directors, shall have general charge and supervision of the affairs of the corporation. The president shall preside at all meetings of the members and at all meetings of the directors, except as the members or directors shall otherwise determine.
6.6 Vice-President. The vice president shall have such powers and duties as the directors, or the president subject to the control of the directors, shall determine. The vice president, or the vice presidents collectively if there be more than one, shall have and may exercise all of the powers and duties of the president during any absence of the president or in the event of the president’s inability to act.
6.7 Treasurer. The treasurer shall be the chief financial officer and the chief accounting officer of the corporation. The treasurer shall be in charge of the corporation’s financial affairs, financial assets and valuable papers and shall keep full and accurate records thereof, shall be in charge of the corporation’s books of account and accounting records, and shall in addition have such additional powers and duties as the directors, or the president subject to the control of the directors, shall determine.
6.8 Clerk. The clerk shall record and maintain records of all proceedings of the members and directors, shall be responsible for giving notice of meetings of members and directors when notice is required by these ByLaws, and shall have such other powers and duties as the directors, or the president subject to the control of the directors, shall determine. All records of the proceedings of members and directors shall be kept within the Commonwealth at the principal office of the corporation or at the office of the clerk. Such records shall also contain records of all meetings of incorporators, the originals or attested copies of the Articles of Organization and By Laws, and the names and addresses of all members and directors. The clerk shall make the documents and records described in Paragraph 4.11 of Article 4 of these By Laws available at all reasonable times for inspection by any member. If the clerk shall be absent from a meeting of members or directors, a temporary clerk chosen at the meeting shall exercise the duties of the clerk at the meeting.
6.9 Suspension or Removal. An officer may be suspended or removed by vote of a majority of directors then in office, but only with cause after reasonable notice and opportunity to be heard.
6.10 Resignation. An officer may resign by delivering his or her written resignation to the president or clerk of the corporation, to a meeting of the members or directors or to the corporation at its principal office. A resignation shall be effective upon receipt unless specified to be effective at some other time, and its acceptance shall not be necessary to make it effective unless it so states.
ARTICLE 7 PERSONAL LIABILITY; INDEMNITIES
7.1 No Personal Liability. No member, director, officer or employee of the corporation shall be personally liable for any debt or other obligation of the corporation. All persons, corporations and other entities extending credit to, contracting with or otherwise acquiring claims against the corporation may look only to the funds and property of the corporation for the payment of such claims.
7.2 Indemnities. The corporation shall, to the extent legally permissible, indemnify each of its directors, officers, employees and other agents (including each person who serves at its request as a director, officer, employee or other agent of another organization in which it has an interest), and his or her heirs, executors and administrators, against all liabilities and expenses, including counsel fees, reasonably incurred by him or her in connection with the defense or disposition of any action or proceeding, civil or criminal, in which he or she may be involved or with which he or she may be threatened, while in office or thereafter, by reason or his or her having acted as such director, officer, employee or other agent, except with respect to any matter as to which he or she shall have been adjudicated not to have acted in good faith in the reasonable belief that his or her actions were in the best interests of the corporation. However, no indemnification shall be provided as to any matter disposed of by a compromise payment pursuant to a consent decree or otherwise unless such compromise shall be approved as being in the best interests of the corporation by a majority of the disinterested directors then in office or by a majority of the disinterested members. Nothing contained in this Paragraph shall affect any indemnification rights to which corporate personnel may be entitled by contract or otherwise under law. This Paragraph may be amended only by the members.
7.3 Liability Insurance. The directors shall be authorized to purchase and maintain insurance on behalf of any director, officer, employee or other agent of the corporation against any liability incurred by him or her in any such capacity, whether or not the corporation would have the power to indemnify him or her against such liability.
ARTICLE 8: AMENDMENTS
8.1 Action by Members. The members shall be authorized to amend or repeal these ByLaws, to make bylaws and to amend or repeal any by laws so made.
8.2 Action by Directors. The directors may also make, amend and repeal bylaws, except with respect to any provisions which by law or the terms of any by law require action by the members. Not later than the time of giving notice of the meeting of members next following the adoption, amendment or repeal of any by law by the directors, notice thereof stating the substance of such action shall be given to all members. Any by law made by the directors may be amended or repealed by the members.
Adopted October 8, 2003.
Amended January 12, 2017, adding Article 5.17.
Amended March 9, 2017, amending Article 5.17.