BY-LAWS
ARTICLE I (NAME)
The
organization governed by the rules and by-laws in this instrument shall, for
all purposes, be entitled “HOMESTEAD
LANDING CIVIC ASSOCIATION, INC.”
ARTICLE II (OBJECTIVES)
Exclusively for civic purposes within the meaning of Section 501(c) (4) of the Internal Revenue Code of 1954, as from time to time amended, and within the meaning of G.L.C. Chapter 180, sec. 4, as amended, including but not limited to:
preserving the history and integrity of the community; to bring about civic betterment within the community; to encourage community spirit; to improve the community and participate in civic activities throughout the community.
ARTICLE III (BOUNDARIES)
Active membership shall include but not be limited to, the
residents and businesses in the 02188 zip code.
ARTICLE IV (MEMBERSHIP)
Section 1 Active membership will be open to any adult resident age 18 or over who live within the boundaries as stated in Article III
Section 2 Upon payment of annual individual or family membership dues members shall be granted full privileges of the Association as active members.
Section :3 Business membership shall be open to any business inside or outside the boundaries defined in Article III having an interest in the affairs of this Association. Upon payment of the annual business membership dues, business members shall be granted full privileges of the Association with the exceptions of voting and holding office.
ARTICLE V (DUES)
Section 1 The annual dues of this organization will be established by the Board of Directors.
Section 2 The membership
year will run for one year / two years from receipt of payment.
Section 3 Members whose dues
are unpaid after having been duly notified by the membership chairman twice,
once by newsletter and once by mail a month following the delivery of the
newsletter, shall be considered as having resigned from the Association and
will be removed from the member list.
ARTICLE VI
(OFFICERS AND THEIR DUTIES)
Section 1 The officers of this Association shall be as follows:
President, Vice President, Recording Secretary, Corresponding Secretary and Treasurer.
Section 2 The President shall preside at all meetings
of the Association, and shall in general supervise and control all the business
and affairs of the Association. He/she shall be the
official spokesperson of the Association, shall be an ex officio member of all
committees of the Association and he/she shall appoint or approve chairpersons
of all committees.
The President can authorize up to $50.00 for miscellaneous expenditures without a vote of the Board of Directors.
He/she shall be responsible for filing annual corporate
reports with the Secretary of State of the
The
President will be responsible for maintaining the Associations files, both
paper files and electronic files. The files will be passed to each succeeding
President in a timely manner following the election of a new President.
In general, he/she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors.
Section 3 The Vice-President shall perform the duties
of the President and shall have all the powers of and be subject to all restrictions upon the president in the event of his/her
absence. The Vice President shall co-chair all meetings, organize special event
committees and the nominating committee.
In
addition, the Vice President shall perform “new board member” orientation
following the election of new board members. The Vice President will brief new
board members on their duties and provide information and material for them to
do their jobs.
In
general, he/she shall perform all duties as may be assigned to him/her by the
President or by the Board of Directors.
Section
4 The Recording Secretary shall keep the
minutes of all Association meetings in one or more books provided for that
purpose and /or an electronic file. The approved minutes of all meetings shall
be made available, in a timely manner,
to all members of the Board of Directors upon request. He/she shall be
responsible for all Association records, and in general perform all duties
incident to the office of Recording Secretary and such other duties as may be
assigned to him/her by the President or by the Board of Directors.
Section 5 The Corresponding Secretary shall conduct and
maintain all general correspondence of the
Association as directed by the President and/or Board of Directors; shall see
that all notices of all meetings are duly given in accordance with these
by-laws; shall maintain an updated membership mailing list and in general
perform all duties incident to the office of Corresponding Secretary and such
other duties as may be assigned to him by the President or by the Board of
Directors.
Section
6 The Treasurer shall have charge and
custody of the monies incurred by the Association and shall deposit the same in
the name of the Association in such bank(s) as designated by the Board of
Directors; shall receive and give receipts for such monies due and payable to
the Association; shall keep accurate books of account which will be available
for the inspection of the Board of Directors at all times.
He/she
shall present to the Association on a monthly basis, for the months the
Association is in session (1 September thru
30 June), a detailed report of the current financial status of the
Association. The report shall contain the current bank balance of the operating
fund and scholarship fund, receipts and
reimbursements. He/she shall present to the Association at the June
meeting, a detailed Annual Report current bank balance of the general operating fund and the
scholarship fund, the receipts and
reimbursements.
He/she
shall sign and execute all checks on behalf of the Association. The Treasurer
can authorize up to $50.00 for miscellaneous expenditures without a vote of the
Board of Directors and in general perform all duties incident to the office of
Treasurer and such other duties as may be assigned to him by the President or
by the Board of Directors.
Section 7 Any officer may resign by delivering a written resignation to the President, Secretary or any Director of the corporation. Such resignation shall be effective upon receipt unless it is specified to be effective at some later time. Any officer may be removed from office with or without cause by the affirmative vote of a majority of the members present at any meeting at which a quorum of members are entitled to vote.
ARTICLE VII
(BOARD OF DIRECTORS)
Section 1 The Board of Directors shall have all of the usual powers of a Board of Directors of a membership organization and shall govern and direct the affairs of the organization in accordance with these by-laws and the Articles of Organization.
Section 2 The Board of Directors shall consist of the elected officers, the immediate past—president, and ten other members of the Association as Directors elected for a .two-year term, with only five vacant Director positions occurring at each annual election.
Section 3 A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.
Section 4 Meetings of the Board of Directors shall be held monthly excluding the months of July and August.
Section 5 Special meetings of the Board of Directors may be called by the President, by two/thirds of the Board of Directors, or by a letter of petition signed by at least fifty members of the Association.
Section 6 Their
shall be at least one board member on each committee. It is not mandatory that
the board member be the chair of that committee. That Board Member shall be
responsible for communicating to the board on behalf of the committee and also
be responsible for communicating to the committee on behalf of the board.
Section
7 A non-board member may request to
attend and speak at a closed or open board meeting. The non-board member must
request in writing and deliver to an officer or
board member their desire for such attendance. A majority of the Board
of Directors may determine whether a non Board member may attend and/or speak
at a Board meeting.
In
the event of an emergency, a non board member may appear at a board meeting and
request to address the board without prior written request. The Board will
determine the level of emergency and decide to hear that person at the time or
schedule the request for the next board meeting.
Section
8 Any member of the Board of
Directors who is absent from three consecutive Board meetings without due cause
or from one/third of the total yearly meetings without due cause shall be
considered as having resigned from his office.
Section 9 Any Director may resign by delivering a written resignation to the President, Secretary or any Director of the corporation. Such resignation shall be effective upon receipt unless it is specified to be effective at some later time. Any director may be removed from office with cause by the affirmative vote of a majority of the members present at any meeting at which a quorum of members are entitled to vote.
ARTICLE
VIII (GENERAL MEETINGS)
Section 1 Meetings of the Organization shall be classified as follows:
Closed
Meeting: A closed meeting is a
meeting for board members only.
Open
Meeting: An open meeting is a
meeting for all board members and general members but only board members may
participate.
General
Meeting: A general meeting is a
meeting for all board members and the general membership. All attendees may
participate. The General Meetings will be used for elections, special programs
of interest to all the membership, scholarship awards or general discussions.
Section 2 General meetings of the Association shall be scheduled no less than once a year. An annual meeting will be held in May for the purpose of electing officers and directors. All members of the Association shall receive written notice stating date, place, and time of these meetings at least ten days prior to the scheduled meeting date. The Board of Directors shall determine when these meetings shall be held in accordance with these by-laws.
Section 3 Quorum for all general meetings shall consist of the simple majority of the active members present.
ARTICLE IX
(ELECTIONS)
Section 1 Candidates for any office must be an
active member of the Association. A candidate for the office of President shall
have previously served on the Board of Directors for
at least one year, unless a vote of the majority of the board of directors vote
to suspend this requirement for an individual election.
Section 2 It will be the
task of the Vice President to form a nominating committee for the purpose of
soliciting and electing new officers and board members. The Committee will
consist of the Vice President, 2 board members and 2 members from the general
membership. The Vice President will ask
for volunteers for the committee or in the event of no volunteers will appoint
the committee.
The
Committee will seek potential candidates for each office and board of directors
seat and then develop a slate of candidates for office.
Any
member, in good standing, of the Association may run for office or board
member. The month prior to elections, the general membership shall be notified
in writing of the upcoming election. Any person desiring to run for office or
board member, shall contact the Vice President of the Association with their
desire to be placed on the ballot.
Section 3 Elections shall
be held at the annual May meeting and shall be conducted by ballot with the majority rule prevailing.. If
there is only 1 candidate for each office and each available board of directors
seat, the board of directors may decide by an affirmative majority vote, to
accept the slate of candidates for
office and board of directors by majority verbal vote. However, an officer,
board member or general member may request
a vote by ballot, even if there is only one candidate for each office.
Section 4 Officers shall be elected to serve for two years and such
term shall commence on 1 September of
the elected year and terminate on 30 June two years later. The Board of Directors are elected for two
year terms, as stipulated under Article VII, Section 2, and such term shall
commence on 1 September of the elected year and terminate on 30 June two years
later.
Section 5 No person shall hold more than one elective position for
the same term, nor shall any person hold the office of President or Vice
President for more than two consecutive terms,
unless a majority of the board of directors vote to suspend this
requirement for an individual term.
Section 6 In the event of any vacancy in either an Officer or director position, the Board of Directors shall appoint by a majority vote of those present and voting at a Board meeting, a successor to serve for the remainder of the term.
Section 7 The Board of Directors may, by an affirmative vote of the majority of the members of the Board, expel from membership after appropriate and fair hearing anyone whose actions, in their judgment, prove detrimental to the Association.
ARTICLE X
(INDEMNIFICATION OF OFFICERS AND DIRECTORS)
Section 1 No officer or director of the corporation shall be personally liable to the corporation or its members for monetary damages for or arising out of a breach of fiduciary duty as an officer or director notwithstanding any provision of law imposing such liability; provided, however, that the foregoing shall not eliminate or limit the liability of an officer or director to the extent that such liability is imposed by applicable law (i) for a breach of the director’s duty of loyalty to the corporation or its members, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which the officer or director derived an improper personal benefit. The foregoing provision shall not eliminate or limit the liability of an officer or director for any act or omission occurring prior to the date upon which the foregoing provision became effective. To the extent permitted by law, no amendment or deletion of the foregoing provisions of this paragraph (Article X, Section 1) which restricts or limits the limitation on liability, provided there under to officers and directors shall apply or be effective with respect to actions and omissions of any officer or director occurring prior to the date said amendment or deletion became effective.
Section 2 The corporation shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as a director, president, vice president, treasurer, assistant treasurer, clerk, assistant clerk or other officer of the corporation or who at the request of the corporation may serve or at any time has served as a fiduciary or trustee or an employee benefit plan of the corporation (collectively, “Indemnified Officers” or individually, “Indemnified Officer”), against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonable incurred by or imposed upon such Indemnified Officer in connection with any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (a “proceeding”) in which an Indemnified Officer may become involved by reason of serving or having served in such capacity (other than a proceeding voluntarily initiated by such Indemnified Officer with respect to any matter as to which the Indemnified Officer shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such Indemnified Officer’s action was in the best interests of the corporation, or to the extent that such matter relates to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan; and further provided that any compromise or settlement payment shall be approved by the corporation in the same manner as provided below for the authorization of indemnification.
Such indemnification may, to the extent authorized by the board of directors of the corporation, include payment by the corporation of expenses incurred in. defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if such Indemnified Officer shall be not entitled to indemnification under this paragraph, which undertaking may be accepted without regard to the financial ability of such Indemnified Officer to make repayment.
The payment of any indemnification or advance shall be conclusively deemed authorized by the corporation under this paragraph, and each director and officer of the corporation approving such payment shall be wholly protected, if:
(i) the payment has been approved or ratified (1) by a majority vote of a quorum of either (a) the members who are not at that time parties to the proceeding or (b) the directors who are not. at that time parties to the proceeding or (2) by a majority vote of a committee of two or more directors who are not at that time parties to the proceeding and are selected for this purpose by the full board (in which selection
directors who are parties may participate); or
(ii) the action is taken in reliance upon the opinion of independent legal counsel (who may be counsel to the corporation) appointed for the purpose by vote of the directors in the manner specified in clauses (1) or (2) of subparagraph (i) or, if that manner is not possible, appointed by a majority of the full board of directors then in office; or
(iii) the directors have otherwise. acted in accordance with the standard of conduct applied to directors under Chapter 180 of the Massachusetts General Laws, as amended; or
(iv) a court having jurisdiction shall have approved the payment.
The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of any Indemnified Officer entitled to indemnification hereunder.
The right of indemnification under this paragraph shall be in addition to and not exclusive of all other rights to which any person may be entitled. Nothing contained in this paragraph shall affect any rights to indemnification to which corporation employees, agents, directors, officers and other persons may be entitled by contract or otherwise under law.
No amendment or repeal of the provisions of this paragraph which adversely affects the right of an Indemnified Officer under this paragraph shall apply with respect to such Indemnified Officer’s acts or omissions that occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted for by or was made with the written consent of such Indemnified Officer.
ARTICLE XI
“Robert’s Rules of Order” shall be the Association’s final authority on all questions of procedure on parliamentary law not covered by the by-laws of the Association.
ARTICLE XII
These by-laws may be amended by a two/thirds vote of the active members of the Association present and voting at any General Meeting provided a written notice of the proposed amendment has been issued to all members at least fifteen days prior to said meeting.
Revised and Adopted June 2004