BY-LAWS OF FALMOUTH ASSOCIATIONS CONCERNED WITH

ESTUARIES AND SALTPONDS, INC.

(as amended July 22, 2003)

SECTION 1. NAME, PURPOSE AND FISCAL YEAR

1.1 Name. The name of this non-profit corporation is: Falmouth Associations Concerned with Estuaries and Saltponds, Inc. (herein called "FACES")

1.2 Purpose. The purpose of FACES is to engage in the following activities:

To educate and inspire the residents to preserve the environment and natural resources of the estuaries and salt ponds of Falmouth, Massachusetts, and to combat and prevent pollution of these estuaries and salt pond through consultation with environmental scientists and engineers, study of existing conditions, publicizing problem areas via meetings, member newsletters and newspaper releases, alerting local and state officials to the need for corrective measures and mobilizing community support.

In furtherance of that purpose, FACES shall have all the powers specified in Section 6 of Chapter 180 and in Sections 9, 9A and 9B of Chapter 156B of the Massachusetts General Laws (except those provided in Paragraph (m) of said Section 9) as now in force or as hereafter amended, and may carry on any operation or activity referred to in the first paragraph above to the same extent as might an individual; provided, however, that no power shall be exercised in a manner inconsistent with relevant chapters of the Massachusetts General Laws. FACES shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501 c) (3) of the Internal Revenue Code.

1.3 Fiscal Year. Except as from time to time otherwise provided by the Board of Directors, the fiscal year of FACES shall be from January 1 to December 31.

SECTION 2. MEMBERS

2.1 Eligibility and Qualification. Any association or person subscribing to the purposes of FACES as stated in Section 1.2 above is eligible to become a member upon written application and payment of dues as hereinafter provided. The application of associations for membership shall identify the name, address and telephone number(s) of the person authorized to vote on behalf of the applicant association, and that identification shall be kept up to date by subsequent notification(s) to the Secretary.

2.2 Dues. Annual dues for membership shall be established by the Board of Directors and shall include such categories as organization membership(s), which may reflect the relative size of such organizations, individual and family memberships and such other categories, including multi-year memberships, as the Board may from time to time determine. Dues shall be payable upon the mailing by the Treasurer of a bill for the amount thereof.. Any member that has not paid dues in full shall be ineligible to vote or participate in FACES meetings or events.

2.3 Annual Meeting. The annual meeting of members for the election of officers and directors and the transaction of other business shall be held in the Town of Falmouth at 7:30 PM on the fourth Thursday in July of each year, or at such other earlier or later date and time as shall be determined from time to time by the directors.

2.4 Agenda for Annual Meeting. The order of business at the annual meeting of members shall be as follows: (a) call to order by the President; (b) reading and approval of the minutes of the last previous meeting of members and any intervening special meetings of the members; (c) report of the officers; (d) report of committees; (e) election of officers and directors; (f) other business; and (g) adjournment.

2.5 Special Meetings. Special meetings of the members may be held at any time in the Town of Falmouth when called by the President or by a majority of the directors. No business shall be transacted at such meetings except that set forth in the meeting notice.

2.6 Notice of Meetings. A written notice of each meeting of members, stating the place, date, and time and the purpose of the meeting, shall be given at least ten (10) days before the meeting to each member entitled to vote thereat by leaving such notice with him or at his residence or by mailing it, postage prepaid, addressed to such member at his address as it appears in the records of FACES.

2.7 Quorum. At any meeting of the members, the members entitled to cast one fifth (1/5) of the total number of votes entitled to be cast thereat shall constitute a quorum.. Any meeting may be adjourned to such date or dates not more than ninety (90) days after the first session of the meeting by a majority of the votes case upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

2.8 Action by Vote. Every member of record shall be entitled to one (1) vote on each matter submitted to a vote of members, unless the Board of Directors previously shall have enacted a structure that allows additional voting power for organization members to reflect, among other factors, the relative size of such organizations. Officers and Directors shall be elected by a majority of the votes cast at a meeting of the members entitled to vote in the election, and any other action to be taken by vote of the members shall be authorized by a majority of the votes cast at a meeting by the members entitled to vote thereon, except as otherwise required by law or these By-laws.

2.9 Action by Writing. Any action required or permitted to be taken at any meeting of the members may be taken without a meeting if a majority of the number of members that would constitute a quorum at a meeting of 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.

2.10 Proxies. Members may vote either in person or by written proxy dated not more than six (6) months before the meeting named therein, which proxies shall be filed before being voted with the Secretary or other person responsible for recording the proceedings of the meeting. Unless otherwise specifically limited by their terms, such proxies shall entitle the holders thereof to vote at any adjournment of the meeting, but the proxy shall terminate after the final adjournment of such meeting.

SECTION 3. DIRECTORS

3.1 Powers. The affairs of FACES shall be managed by the directors who shall have and may exercise all the powers of FACES except those powers reserved to the members by law or these By-laws. Accordingly, the Board of Directors shall be responsible for determining the policies of FACES, supervising its officers, and directing its affairs. In doing so, and without limiting other powers, it shall have the powers to:

A) Call meetings of the membership whenever deemed necessary by causing notice thereof to be given in accordance with the Law and these Bylaws;

B) Make rules and regulations not inconsistent with the Law and these Bylaws for the guidance of the officers of FACES in the management thereof;

C) Prescribe the duties and responsibilities of the officers, employees and agents of FACES not elected by the membership;

D) Formulate and circulate to the membership no later than the notice of annual meetings a budget for FACES operations for the ensuing fiscal year and to recommend the same to the annual meeting of members;

E) Approve expenditures in any amount consistent with that budget;

F) Approve unbudgeted expenditures for activities consistent with FACES’ purpose not to exceed two thousand five hundred dollars ($2,500); and to incur indebtedness unapproved by the membership not to exceed one thousand dollars ($1,000) that it shall deem necessary to carry out the purpose of FACES, provided such an approval or incurrence shall not be contrary to Law or conflict with FACES’ tax-exempt status under Section 501 (c) (3) of the Internal Revenue Code.

3.2 Number, Election and Term. All elected officers of FACES shall be directors in addition to up to twenty-five (25) elected non-officer directors. Directors shall serve until the next annual meeting or until successors have been duly elected and qualified. The number of directors may be less than twenty five (25) as may be determined from time to time by a majority vote of the Board, provided there shall be no fewer non-officer directors than the number of officers plus one.

3.3 Committees. The directors may establish such committee(s) and/or task groups as they deem necessary, with such name(s), responsibilities and existence as they may determine from time to time.

3.4 Removal of Directors. Any or all of the Directors may be removed with or without cause by vote of a majority of the members or for cause by the vote of a majority of Directors then in office.

3.5.1 Resignation of Directors. Any Director may resign at any time. Such resignation shall be in writing and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective, but no resignation shall discharge any accrued obligation or duty of a director.

3.6 Regular Meetings. Regular meetings of the Board of Directors shall be held at least six (6) times each year at such places and at such times as the directors may determine.

3.7 Special Meetings. Special meetings of the directors may be held at any time and at any place when called by the President or by two (2) or more directors. No business shall be transacted at any special meeting except that set forth in the meeting notice.

3.8 Notice of Meetings. Notice of regular and special meetings, stating the place, date, and time and the purpose of the meeting, shall be given personally at least forty-eight (48) hours prior to the time appointed for the meeting or by mail, postage prepaid, addressed to each director at his address as it appears on the records of FACES at least five (5) days prior to the meeting.

3.9 Quorum. At any meeting of the directors, a majority of the directors then in office and present in person shall constitute a quorum. Any meeting may be adjourned by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

3.10 Action by Vote. When a quorum is present at any meeting, a majority of the directors present and voting shall decide any question unless otherwise provided by law or these By-laws.

3.11 Action by Writing. Any action required or permitted to be taken at any meeting of the directors may be taken without a meeting if a majority of directors that would represent a quorum at a regular meeting consent to the action in writing and the written consents are filed with the records of the meetings of the directors. Such consents shall be treated for all purposes as a vote at a meeting.

3.12 Compensation. Directors shall not receive any salary for their services as Directors.

3.13 Vacancy. If a vacancy occurs on the Board of Directors by reason of death, resignation, or disability, a majority of the remaining members of the Board shall choose a successor who shall hold office until the next annual meeting.

SECTION 4. OFFICERS

4.1 Number and Qualification. At the annual meeting each year, the members shall elect a slate of officers as provided for in this Section 4. Each officer shall hold office from the date of election until the next annual meeting of the members and until a successor has been duly elected and qualified.

4.2.1 Chairman. The Chairman shall be the chief executive officer of FACES and, subject to the approval of the directors, shall: (a) preside at all meetings of the members and of the directors; (b) have general charge and supervision of FACES’ affairs and any employees of FACES; (c) act as the chief spokesman of FACES with local government representatives and media; and (d) supervise all of FACES’ relationships with community and business organizations.

The Chairman also shall: (i) take the lead in formulating and recommending goals and strategies, including matters of organization and administration, for approval by the directors; (ii) act as the chief contact with leaders of organizations active within FACES; and (iii) energetically recruit new directors and member organizations.

4.3 President. The President shall be the chief operating officer and shall have and may exercise all the powers and duties of the Chairman during the absence of the Chairman or in the event of an inability of that person to act. The President shall take the lead in the day-to-day execution of the plans, programs and policies approved by the directors, as the President sees fit, and similarly shall be responsible to coordinate the work of committees and/or task groups as may be designated from time to time by the directors to carry out the purposes of FACES.

4.4 Vice President. The Vice President, or the Vice President so designated if two (2) or more are elected, shall have and may exercise all the powers and duties of the President during the absence of the President or in the event of an inability to act. The Vice President(s) shall have such other duties as may be designated from time to time by the directors to carry out the purposes of FACES.

4.5 Treasurer. The Treasurer shall be the chief financial officer and the chief accounting officer of FACES. The Treasurer shall be in charge of its financial affairs, books of account, accounting records and procedures, funds, securities, and valuable papers; and shall keep full and accurate records thereof. The Treasurer shall have such other duties and powers as designated by the directors or the president.

4.6 Secretary. The Secretary shall record and maintain records of all proceedings of the members and directors in a book or series of books kept for that purpose. The Secretary shall have custody of the By-laws and shall maintain a list of the names of all members and directors and the address of each.

4.7 Removal of Officers. An officer may be removed with or without cause by the vote of a majority of members or for cause by the vote of a majority of directors then in office.

4.8 Compensation of Officers. Officers shall not receive any salary for their services as officers.

4.9 Resignation of Officers. Any officer may resign at any time. Such resignation shall be in writing and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective, but no resignation shall discharge any accrued obligation or duty of an officer.

4.10 Vacancy. If any officer is unable to serve by reason of death, resignation, or disability, a majority of the Board of Directors shall choose a successor who shall hold office until the next annual meeting.

SECTION 5. NOMINATING COMMITTEE

5.1 Appointment. The Chairman shall recommend and the board of directors shall approve, not less than two (2) months before the mailing date of the annual meeting notice of FACES, a Nominating Committee of three (3) members that shall be responsible for preparing a slate of officers and directors for election at the annual meeting. The Nominating Committee shall serve until it presents its report and nominations at the annual meeting of the members.

5.2 Additional Nominations. The Chairman shall request additional nominations from the floor at all elections.

SECTION 6. DEPOSITS, GIFTS

6.1 Depository. All funds of FACES shall be deposited from time to time to the credit of FACES in such banks, trust companies, or other depositories as the Board of Directors may elect.

6.2 Acceptance of Contributions. The Board of Directors may accept on behalf of FACES any contribution or bequest or devise for the general purposes or for any special purpose of FACES.

SECTION 7. MISCELLANEOUS PROVISIONS

7.1 Reimbursement. The Board of Directors may authorize the reimbursement of ordinary and necessary expenses incurred by members, officers, directors and volunteers serving FACES or advancing its purposes. The Board of Directors may authorize the compensation of any individual not a member of the Board of Directors or an officer for services to FACES provided that such compensation shall, in the Board’s judgment, be reasonable and commensurate with the services performed.

7.2 Amendments. These By-laws may be altered, amended, or repealed by two-thirds (2/3) of the members present in person or by proxy at any annual or special meeting of the members, notice of which shall specify the subject matter of the proposed alternation, amendment, or repeal of the sections to be affected thereby by vote of the members.

7.3 No Personal Liability. The members, directors, and officers shall not be personally liable for any debt, liability, or obligation of FACES. All persons, corporations, or other entities extending credit to, contracting with, or having any claim against FACES may look only to the funds and property of FACES for the payment of any such contract or claim or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from FACES.

7.4 Parliamentary Authority. Robert’s Rules of Order, in its most recent revision, shall be the parliamentary procedures governing the meetings of FACES subject to Law and these Bylaws.

7.5 Minor Corrections. Following adoption of any amendments to the Bylaws, or as may be deemed desirable and proper by the directors, the Secretary shall have the authority to correct the text of the Bylaws in regard to such items as gender neutrality, spelling, grammar, gender, punctuation, capitalization, paragraph numbering and sequence as may be appropriate, provided that no change in the meaning or intent of the Bylaws may be made without an affirmative vote of the members in accordance with Paragraph 7.2 above.