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By-Laws
Est 1935
BY-LAWS OF MASSACHUSETTS CONSTABLES ASSOCIATION, INC.
Updated - November 10, 2011
- ArticleI
- Section1-Name
- Section2-Purpose
- ArticleII
- Section2-ProbationaryMembers
- Section3-Applications
- Section4-AnnualDues
- Section5-Swearing
- Section6-DefaultandTerminationofMembership
- Section7-RightsandPrivilegesofMembers
- ArticleIII
- ArticleIV
- ArticleV
- ArticleVI
- ArticleVII
- ArticleVIII
- ArticleIX
- ArticleX
- ArticleXI
- ArticleXII
- ArticleXIV
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. 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 - Probationary Members:
Any new member, a person who has never been a member before, shall serve a probationary period for 365 days from when first appointed. During this probationary period the Association may remove the probationary member by motion any meeting, with or without notice.
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 January for the new 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.
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, including probationary 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 officer, director, or by a person designated by either the 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.
Section 16 – Prevention of Packing:
No one shall vote in an election unless they have been a member continuously for the previous six months.
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 facsimile (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 voting 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.
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. 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 - Probationary Members:
Any new member, a person who has never been a member before, shall serve a probationary period for 365 days from when first appointed. During this probationary period the Association may remove the probationary member by motion any meeting, with or without notice.
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 January for the new 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.
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, including probationary 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 officer, director, or by a person designated by either the 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.
Section 16 – Prevention of Packing:
No one shall vote in an election unless they have been a member continuously for the previous six months.
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 facsimile (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 voting 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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