The Friends of Hemlock Gorge Bylaws

As approved April, 2019

Submitted to the Commonwealth of Massachusetts as part of our registration as a charitable non-profit organization in 2019


The Friends of Hemlock Gorge (hereafter termed the “Friends”) was formed to help preserve and improve Hemlock Gorge Reservation. It is a 23 acre park along the Charles River conceived by Charles Eliot in 1892 and managed by the Massachusetts Department of Conservation and Recreation (DCR). Founded in 1990 and registered with the Commonwealth in 2019, The Friends of Hemlock Gorge Reservation (the “Friends”) is an entirely volunteer organization dedicated to working with and through the DCR to preserve and enhance this community resource, which is located in Newton, Needham, and Wellesley, MA. To achieve our goals, a series of Bylaws and a Code of Ethics are hereby presented.



To maintain membership in the Friends, all “Members” must abide by the Bylaws and Code of Ethics and keep dues current. A membership term is a calendar year. Only members may vote for Officers and members of the Board.


The categories of membership will be: “Lifetime”, “Sponsoring”, “Family”, “Individual”, “Student or Senior”, and “ex officio”. Members in all categories will have the same voting rights, are eligible to run for office, and attend all meetings and events. The different categories will be distinguished solely in recognition of their level of financial support for the organization. The only ex officio member will be the DCR Site Supervisor of Hemlock Gorge Reservation.


  1. Regular “Annual Dues” for Membership are as follows:
    1. Lifetime Membership- $500
    2. Sponsoring Membership- $100
    3. Family Membership- $25
    4. Individual Membership- $15
    5. Student/Senior Membership- $10
    6. Ex officio Membership-no fee
  2. In addition to regular dues, voluntary contributions to the Friends’ general fund or earmarked to support a particular project approved by the Board and the DCR will be accepted and counted towards the payment of dues.
  3. Regular dues are payable annually by January 31 for that calendar year. Volunteers who cannot afford to contribute will still be welcome to participate in all activities but will not have the right to vote for members of the Board or for Officers.
  4. The Friends will not claim tax-exempt (501c3) status for donations until it is officially granted by the IRS.
  5. All monies collected by the Friends (dues and voluntary contributions) are strictly for use of the Friends–to be used for meetings, newsletters, website expenses, mailings to members, state and federal fees, and as contributions to Public-Private partnerships with the DCR for repairs and capital improvements to Hemlock Gorge Reservation. All monies collected by Friends shall be deposited under the name The Friends of Hemlock Gorge in a bank account, administered by its Executive Board. This Association is not operated for profit or gain for itself or any particular member or members.
  6. All expenditures not made directly to the DCR as part of a Public-Private Partnership will require certification by the Treasurer that no financial conflict of interest exists. Specifically, no payments will be made to any entity in which a member holds a financial interest without the approval of the Board of Directors.
  7. Should the time ever arise that the Friends of Hemlock Gorge is dissolved; any monies existing shall be donated to a charitable organization to be decided upon at the time by the Board of Directors.


  1. Membership in the Friends of an individual may be terminated by a majority vote of the Executive Board upon allegations of said member’s failure to adhere to the Code of Ethics of the Association, providing that said party is notified of the pending termination and allowed reasonable opportunity to appear before the Board in his/her defense.


  1. The Association may wish to establish affiliations with other organizations that promote and support the preservation of other parklands in the Commonwealth of Massachusetts. Expenses associated with such affiliations will be included as part of the operating budget.


  1. MEETINGS: The Friends of Hemlock Gorge shall meet once a month on the first Tuesday of every month except July. The membership will be informed by newsletter and/or other electronic communication at least fourteen days in advance of the meeting. The December meeting will be the Friends’ Annual Business Meeting. The August meeting will be organized as a picnic and may be held on a day other than a Tuesday. Meetings are open to all members of the public.
  2. VOTING: Votes for the election of Officers, Board Members, and other matters announced in meeting agenda including disbursement of funds will be decided by a majority vote of members in attendance at Meetings, provided that the minimum number of voting members present is five.
  3.  EVENTS: The Friends shall plan and execute two clean-ups annually of the Reservation in coordination with the DCR. These will take place on dates agreed upon by the members and the Hemlock Gorge DCR Site Supervisor. The membership and the general public will be informed by newsletter and/or other electronic communication at least fourteen days in advance of these events. The Friends may occasionally sponsor or co-sponsor other events such as hikes or historical tours in Hemlock Gorge Reservation as agreed to by the Members and the DCR Site Supervisor


  1. The Board of Directors shall consist of seven eligible members. The Board of Directors will set the goals of the Friends and advise on carrying out the strategy. The Board will meet annually. Members of the Board will include the President, Vice-President, and Treasurer of the Friends. The Board will be elected annually at the December business meeting. Replacement of any member of the Board shall be filled with a majority vote among the members of said Board and then voted on by the Members at the next December business meeting.


  1. The Friends will have four officers, a president, vice-president, treasurer, and secretary. The officers will be nominated and elected by the membership annually at its December business meeting.
  2. The President will have overall responsibility for planning the volunteer activities of the Friends, setting the agenda for meetings, and conducting the meetings according to ordinary Rules of Order.
  3. The Vice-President will have the same responsibilities as the President when the President is unavailable.
  4. The Treasurer will maintain the Friends banking account and submit regular reports to the membership on our account status. This person shall have authority to administer the Association’s bank account, write checks, providing suitable proof of pre-approved expenditure by a Board member. No member other than the Executive Board shall be approved as purchaser for the organization, unless authorized in advance by said Board. The Treasurer will also assist the President in submitting annual financial reports to the Commonwealth and the Internal Revenue Service as required.
  5. The Secretary will take minutes of meetings and will be responsible for maintaining the Friends website ( and its email box ([email protected]). This person will also be responsible for maintaining a database of members’ names, mailing addresses, email, and dues and create and maintain an email distribution list to notify members of the Friends’ activities.


  1. No compensation of any kind will be made to any member of the Friends at any time for service to the association. Appropriate expenses will be reimbursed in a timely manner subject to approval of the Board of Directors. Receipts and a brief explanation of the expense will be submitted for reimbursement.


These Bylaws may be amended by majority vote of the Members at the December business. Whenever possible, information pertaining to proposed amendments will distributed to Members electronically.