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ARTICLE I
Name and Purpose
Section 1 - Name:
This Corporation shall be known as the MASSACHUSETTS CONSTABLES ASSOCIATION, INC.
(hereafter called Association)
Section 2 - Purpose:
The purpose of the Association shall be to promote and protect the welfare of Constables
having the power to serve civil process, to preserve their ethical standards, to
further a better understanding between them, The Bar, and the public, to inculcate
the moral and legal tenets which will produce and orderly discharge of their duties
as Civil Officers, and to all such things as may be necessary or incidental to these
purposes, and not inconsistent with the provision of the General laws of Massachusetts.
ARTICLE II
Membership
Section 1 - Definition:
The Association shall consist of those members who are duly appointed or
elected Constables in any Massachusetts City or Town and who are bonded, in
favor of said City or Town, to the legal dollar maximum. A city or town which
has no resident member may have two (2) non-residents, who are duly appointed
Constables to said City or Town, accepted to membership the Association and
listed in said City or Town. The order of listing in the official Directory of
the Association in a City or Town shall be determined by the listing years of
seniority in said City or Town.
Section 2 - Resident Membership Limitation:
The number of Constables accepted to membership in a City or Town, of
which they are residents, is limited to those Cities or Towns with vacancy
based on the following population figures.
(a) Not more than five (5) having a population of 100,000 or over.
(b) Not more than two (2) having a population of between 40,000 and 99,999
(c) Not more than one (1) having a population less than 40,000
(d) With the unanimous consent of resident members from that City
or Town, as many Constables may be elected or listed from said City or Town as
said resident may desire. Listed Constables shall remain in the most previous
Directory with no Constables losing their listings. Non resident Constables have
no vote in this matter.
(e) In the event there is no member in a City or Town, other
members from another City or Town, who are Constables may be listed in
compliance with the above sections (a) through (d)
Section 3 - Applications:
Every applicant for membership shall fill out and sign a form of
application which shall be from time to time prescribed by the Board of
Directors. Such application shall contain a request for the following
information:
(a) The name, address and business address of the applicant.
(b) The number of years of his experience as a Constable.
(c) An agreement to abide by the By-Laws of the Association.
No application for membership shall be voted upon unless notice of
said application shall have previously been sent out in the call of the meeting
at which the vote on said application is to be made. Such application shall bear
the signature of at least one member of the Association who recommends the
applicant. The applicant must be accepted by a majority of the members of the
Association present and voting at the meeting at which the application is voted
on. No member shall have dual membership in any other Massachusetts State wide
Constables Association. Any member who does not resign within thirty days (30)
days from any other State Constables Association shall be dropped from
membership.
Section 4 - Annual Dues:
(a) The annual dues for members shall be set by the Board of Directors
subject to approval by the Association. The annual dues shall be payable in
advance of the first day of July for the year and shall be considered
delinquent if not paid in full by that date.
(b) The Treasurer shall submit to the Board of Directors at a Board
meeting to be held before the September Regular meeting a list of all
delinquent members to be acted upon as constituted in Section 6 of this
Article. Should a suspended or terminated member ask to be reinstated, the
Board of Directors may do so upon full payment of the delinquent dues plus an
additional fee of twenty ($20.00) dollars.
Section 5 - Swearing:
Members attending meetings of the Association shall be sworn by the
President not to divulge the business of the Association to nonmembers. All
those not so sworn shall be sworn at the next meeting of their attendance.
Section 6 - Default and Termination of Membership:
When any member shall be delinquent in payment of dues, the
Board of Directors, by majority vote, may suspend or terminate such member
from all of the rights and privileges of members. In all other events, a
member may be suspended or terminated for just cause but only after written
notice has been sent to the member, a hearing has been held before the Board
of Directors and by a two-thirds (2/3) vote the Board of Directors so votes to
recommend at a regular meeting of the Association to suspend or terminate the
member. A member suspended or terminated may be reinstated by the membership
upon such terms and conditions as the membership in its discretion, shall
determine.
Complaints against members may be made upon the following grounds:
(a) Membership in another Massachusetts State Wide Association.
(b) Conviction of a misdemeanor felony.
(c) Unethical conduct in the service of Process.
(d) A general reputation in the community which will tend to throw discredit upon the other members of the Association.
Section 7 - Rights and Privileges of Members:
All members shall have the right and privilege to attend,
bring matters before all meetings of the Association and to vote on all
matters presented at the meetings of the Association, subject to
qualifications and limitations set forth in these By-Laws; and to attend
meetings of the Board of Directors and to bring matters before the Board of
Directors; and all members shall have the right to participate in all social
and other functions held and sponsored by the Association.
Section 8 - Regular Meeting:
The regular meetings of the Association shall be held on the
first Sunday of each month the exact location and time to be fixed by the
Board of Directors. If no regular meeting is held, in accordance with the
provisions of this section, a special meeting of the Association shall be held
in lieu thereof, and any action taken at such meeting shall have the same
force and effect as if taken at a regular meeting. The regular meetings of the
Association in the months of February, July, August and September may be
omitted at the discretion of the Board of Directors.
Section 9 - Special Meetings:
Special meetings of the Association may be requested by the
President, Board of Directors or upon petition of five (5) members, entitled
to vote thereat, presented to a member of the Board of Directors. Only those
matters contained in the notice of the meeting shall be brought before the
meeting.
Section 10 - Place of Meetings:
All meetings of the Association shall be held at any location
selected by the Board of Directors. Any adjourned session of any meeting of
the Association shall be held at such place as is designated in the vote to
adjourn.
Section 11 - Notice of Meeting:
A written notice of the place, date and hour of all meetings
of the Association stating the purposes of the meeting shall be given at least
five (5 ) days before the meeting to each member entitled to vote thereat by
mailing postage paid to each member of the address of said member as it
appears in the records of the Association. Such notice shall be given by the
secretary or, in the case of death, incapacity, or refusal of the secretary,
by any other office, director, or by a person designated by either secretary,
officer or director so calling the meeting. Whenever notice of a meeting is
required to be given a member, a written waiver thereof, executed before or
after the meeting by such member and filed with the records of the meeting
shall be deemed equivalent to such notice. The purposes for which a meeting is
to be held, in addition to those prescribed by law, the Articles of
Organization, or by these By-Laws shall be specified in the notice of said
meeting. Notice of such meeting at which the annual dues will be presented for
discussion and/or approval shall contain a statement setting forth the annual
dues and the amount thereof.
Section 12 - Quorum:
At any meeting of the Association a quorum for the
transaction of business shall be ten (10) members entitled to vote thereat.
Any meeting may be adjourned from time to time by a majority vote whether a
quorum is present and the meeting may be held as adjourned without further
notice.
Section 13 - Voting:
Only the members shall be entitled to vote at any meeting and
each shall have one (1) vote, provided that the member shall not be delinquent
in the payment of dues.
Section 14 - Proxies:
No member shall be permitted or entitled to vote either by an absentee or proxy vote.
Section 15 - Action at Meetings:
The action of the Association on any matter properly brought
before such meeting shall be decided by a majority vote thereat except where a
different vote is required by law, the Articles of the Organization or these
By-Laws (e.g., Articles VII, XIV). Not-withstanding the foregoing, any vote
with regard to annual dues shall be by a majority vote. With regard to the
election of officers and directors, by a plurality; and in the event of a tie,
the Board of Directors shall determine the winner by a majority vote. In all
respects, the Association shall have the right to remove any officer, director
or agent elected or designated by it for cause.
ARTICLE III
Board of Directors
Section 1 - Powers:
The affairs of the Association shall be managed by the Board
of Directors who shall have and may exercise all of the powers of the
Association except as otherwise reserved to the Association by law, the
Articles of Organization, or by these By-Laws
Section 2 - Enumeration and Election:
A board of directors shall consist of the officers, the
immediate past president of the Association, and not less than five (5) nor
more than ten (10) directors. Each person serving on the Board of Directors
shall have one (1) vote; be from the members; and serve in person. The
officers and directors shall be elected at the regular meeting of the
Association in December.
Section 3 - Vacancies and Removal:
Any office or director may be removed from office if such
person is absent from three (3) consecutive meetings or from a total of six
(6) meetings within the fiscal year; or for just cause, but only after written
notice has been given to such person, a hearing before the Board of Directors,
and a two-thirds vote of the Board of Directors present and voting.
In the event of a vacancy of the Board of Directors of an officer or
director, the Board of Directors shall elect a successor from the Association
until the next election of the Association. Until a vacancy is filled, the Board
of Directors shall have the power to reinstate, upon a two-thirds vote, the said
person so removed upon such terms and conditions as the Board of Directors, in
its discretion, shall determine.
Section 4 - Tenure:
The directors shall commence to hold office at the regular
meeting of the Association next following their election, and shall hold
office for two (2) years or until their successors are chosen and qualified,
which ever last occurs. No director shall hold other office concurrently with
the term as director.
Section 5 - Regular Meetings:
Regular meetings of the Board of Directors shall be held at
least once annually at such times and places as the Board of Directors may fix
from time to time and when so fixed, no notice thereof need be given, provided
that any member of the Board of Directors who is absent when such times and
places are fixed shall be given notice of the fixing of the time and place. If
in any year a meeting of the Board of Directors is not held at such time and
place, any action to be taken may be taken at a later meeting of the Board of
Directors with the same force and effect as if held or transacted at such
meeting. At all times the Board of Directors may go into Executive Session ( a
meeting at which only the members of Board of Directors are present).
Section 6 - Special Meetings:
Special meetings of the Board of Directors may be held at any
time and at any place designated in the call of the meeting, when called by
two(2) members of the Board of Directors, reasonable notice thereof being
given to each member of the Board of Directors, by the secretary or by the
member of the Board of Directors so calling the meeting. At any time the Board
of Directors may vote to go into Executive Session. Only those matters
contained in the notice of the meeting shall be brought before the
meeting.
Section 7 - Notice:
It shall be reasonable and sufficient notice to a member of
the Board of Directors to send notice by mail or faxcimile (FAX) at least
seven (7) days before the meeting addressed to such person at the person's
usual or last known business or residence address, or to give notice to such
person in person by telephone at least (4) days before the meeting. Any member
of the Board of Directors may waive the notice requirement before or after the
meeting. Such waiver shall be in writing and filed with the records of the
meeting.
Section 8 - Quorum:
At any meeting of the Board of Directors, a quorum for any
election or for the consideration of any question shall consist of a majority
of the Board of Directors then in office.
Section 9 - Proxies:
No member of the Board of Directors shall be permitted or
entitled to vote by an absentee or proxy vote.
Section 10 - Employment of Agents and Employees:
The Board of Directors shall employ such agents and employees
as it deems necessary, provided funds for such employment are
appropriated.
ARTICLE IV
Officers and Agents
Section 1 - Enumeration and Qualification:
The offices shall be that of the President, Vice-President,
Treasurer, and Secretary. No person shall hold more than one (1) office accept
as otherwise provided for in the By-Laws.
Section 2 - Powers:
Subject to law, to the Articles of the Organization and to
the provisions of these By-Laws each office shall have, in addition to the
duties and powers herein set forth, such duties and powers as are commonly
incident to the respective office and such duties and powers as the Board of
Directors may from time to time designate.
Section 3 - Tenure:
Except as otherwise provided by law or by the Articles of
Association or by these By-Laws the officers and other members of the Board of
Directors other than directors shall office on their regular meeting of the
Association next following their election and shall hold office for two (2)
years or until their successors are chosen and qualified, whichever last
occurs. Each agent shall hold office for the terms specified in the election
or appointment of the agent. All officers and directors shall serve without
compensation.
Section 4 - President:
The President shall preside at all meetings of the
Association and the Board of Directors and shall receive notice and have the
right to attend the meetings of all committees. The President shall have the
duty and power to see that all orders and resolutions of the Association and
Board of Directors are carried into effect. In the case of any emergency, the
President shall take whatever action the President deems necessary and
proper.
Section 5 - Vice-President:
In the absence or disability of the President, the
Vice-President shall have the powers and duties performed by the President.
The Vice-President shall perform all duties and powers designated by the
President. In the absence or disability of the Treasurer, the Vice-President
shall have all the powers and duties of the Treasurer.
Section 6 - Treasurer:
The Treasurer shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Association and shall
deposit all monies and other valuable effects in the name of the credit of the
Association in such depositories as shall be designated by the Board of
Directors; in the absence of such designation, in such depositories as the
Treasurer from time to time deem proper. The Treasurer shall disburse the
funds of the Association and shall be ordered by the Board of Directors,
taking proper vouchers for such disbursements; shall properly render to the
President and to the Board of Directors such statement of transactions and
accounts as the President and Board of Directors Respectively may from time to
time require; and shall render an accounting of the Association at its regular
meting. The Treasurer shall perform such duties and shall have such powers
additional to the foregoing as the Board of Directors may designate. In the
absence or disability of the President or Vice-President, The Treasurer shall
have the powers and duties performed by the office of the President.
Section 7 - Secretary:
The Secretary shall record in books kept for the purpose all
votes and proceedings of the Association and the Board of Directors; shall
report to the Board of Directors any vacancy in the Board of Directors; and a
copy to the minutes of all meetings of the Board of Directors shall be made
available to the members at the next regular meeting.
ARTICLE V
Committee
Section 1 - Enumeration:
The standing committees of the Association shall be:
(a) Legislative - To propose, Lobby,
Monitor and distribute to the members and community all legislation in
Massachusetts affecting the welfare of the members.
(b) Finance and Budget - To make an
estimate of the income and expenses for the next fiscal year and present it to
the Board of Directors for approval by the Association.
(c) Banquet - To make arrangements for
all meetings and gatherings of the Association and community at which food will
be served.
(d) Membership - To secure affiliation
with the Association of all like minded persons and develop a program for their
orientation and retention.
(e) Publication - To Prepare, print and
distribute the Directory and other literature for the members of the
community.
And there shall be other committees as the Board of Directors
shall, from time to time in its discretion, create. All committees shall have
such powers and duties as given by the By-Laws to the Board of Directors. All
actions taken by any committee shall be subject to the approval of the Board of
Directors.
Section 2- Membership:
The chairperson of each committee shall be appointed by the
President, with approval of the Board of Directors within thirty (30) Days of
the president assuming office.
Section 3 - Tenure:
The members of each committee shall be members, except where
these By-Laws allow a specific class of person to be members and shall hold
office until their successors are chosen and qualified The President with
approval of the Board of Directors, shall have the power to remove
chairpersons of any committee with or without cause.
Section 4 - Duties of
Chairperson: Each chairperson shall select
the members of the chairperson's respective committee; supervise the
functioning of the respective committee; submit periodic reports in writing to
the Board of Directors as the Board of Directors shall designate; and shall
perform such other duties and have such other powers as the Board of Directors
shall, from time to time designate.
Section 5 - Notice:
Notice of a meeting shall be given to the President and all
members of the Committee by the chairperson and in the manner to be decided by
the Committee at its first meeting and may be amended at any subsequent
meeting. The notice shall contain the matters to be presented at the
meeting.
ARTICLE VI
Nominations
Section 1 - Nominating Committee:
The President with the approval of the Board of Directors,
shall appoint a Nominating Committee whose duty it shall be to select
candidates for all officer and trustee positions which shall be presented at
the November meeting of the Association. At the November meeting additional
nominees may be accepted from the members. The list of all candidates should
be sent to the members not less than five (5) days before the regular
meeting of the Association in December.
ARTICLE VII
Execution of Papers
All deeds, leases transfers, contracts, bonds, notes,
releases, drafts and other obligations authorized to be executed on behalf of
the Association shall be signed by the President and the Treasurer except as the
Board of Directors may generally or in particular cases otherwise determine. The
purchase, sale , mortgage, lease for more than one (1) year or other
acquisitions or dispositions of real property for or on behalf of the
Association shall require a two-thirds vote of the Meeting of the Association
called for that purpose.
ARTICLE VIII
Checks, Notes Drafts and Other Instruments
Checks, notes, drafts and other instruments for the
payment of money drawn or endorsed in the name of the Association shall be
signed by at least one of the following persons; President, Treasurer, or person
authorized to sign the same.
ARTICLE IX
Seal
The Seal of the Association shall be circular in
form, bearing its name, the "Commonwealth of Massachusetts" and the year of its
incorporation. The Treasurer shall have custody of the Seal and may affix it (as
may any other officer authorized by the Board of Directors) to any instrument
requiring the corporate seal.
ARTICLE X
Fiscal Year
The fiscal year of the Association shall, in each year, end on December 31.
ARTICLE XI
Evidence of Authority
A certificate by the Secretary as to any matter
relative to the Articles of Organization, By-Laws, records of the proceedings of
the Association, Board of Directors, or any Committee of the Board of Directors,
or as to any action taken by any persons as an officer or agent of the
Association shall as to all persons who rely thereon in good faith be conclusive
evidence of the matters so certified.
ARTICLE XII
Indemnification
Each person who at any time is, or shall have been a
member of the Board of Directors, employee or agent of the Association and
threatened to be or is made a party to any threatened, pending or completed
action, suit or proceeding, whether civil or criminal, administrative or
investigative, by reason of the fact that the person is, or was a member of the
Board of Directors, employee or agent of the Association or served at the
request of the Association as a member of the Board of Directors, employee or
agent shall be indemnified and exonerated against expenses (including reasonable
attorney's fees), judgments, fines and amount paid in settlement actually and
reasonable incurred by that person in connection with such action, suite or
proceeding The foregoing right of indemnification to which any such director,
officer, employee or agent may be entitled under any By-Law, agreement vote of
the Association or disinterested directors or otherwise.
ARTICLE XIV
Amendments
These By-Laws may be amended or repealed in whole or
in part by the affirmative vote of two-thirds (2/3) of the members voteing
thereat at any regular or special meeting of the Association provided that the
substance of the proposed amendment is stated in two (2) consecutive notices of
such meeting.
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