Tri-Town Business Association
Serving the communities of Rochester, Mattapoisett and Marion, Massachusetts
FINAL DRAFT (5/25/04) BY–LAWS of TRI-TOWN BUSINESS ASSOCIATION
Section 1. Name, Purposes,
1.1 Name and Purposes. The name of the association is as stated above. The purpose of the Association is to foster business interest, the growth of business interest and to provide an organization for voluntary action to work for the betterment of the communities of Rochester, Marion and Mattapoisett in Plymouth County through meetings, educational programs, fund raising and charity, particularly for educational and scholarship purposes and not for financial gain. The association may purchase, receive, take by grant, gift, devise, bequest or otherwise acquire, own, hold improve, employ, use and otherwise deal in and with real or personal property or any interest therein and wherever situated, and raise funds from the general public.1.2 Location. The principal offices and activities of the association shall be Located within the Tri-town area as determined by the members of the association.
1.3 Seal. The directors may adopt and alter a seal for the association. 1.4 Fiscal Year. The fiscal year of the association shall, unless otherwise decided by the directors, end on the 31st day of December in each year.
Section 2. Members
2.1 Number, Election and Qualification. The founding members signing the agreement of association initially, and the directors thereafter, shall establish the dues requirement necessary to become a member of the association. Each year at their annual meeting the directors shall fix the amount of the dues and all qualified individuals meeting the dues requirements shall thereafter become members. The dues requirement and anything else in these by-laws and the actions of the Board of Directors should not attempt to accomplish discrimination in its membership in any way or manner. In addition to the dues requirement, membership is limited to persons associated with businesses, or who have a business interest, in the Tri-town area, or any other person, association, partnership or corporation that the directors determine could have a reason to assist the purposes of this association, including civic, educational, and religious officers, or employees. No business or organization shall have more than 1 voting member.2.2 Tenure. Each member shall hold membership until the next annual meeting of members, or until he dies, resigns, is removed or becomes disqualified.
2.3 Powers and Rights. In addition to the right to elect directors as provided in Section 4.1 and such other powers and rights as are vested in them by law, or these By-laws, the members shall have such other powers and rights as the directors may designate.
2.4 Suspension or Removal. A member may be suspended or removed with or without cause by vote of two-thirds of the members then in office. A member may be removed for cause only after reasonable notice and opportunity to be heard.
2.5 Resignation. A member may resign by delivering his written resignation to the president, treasurer or clerk of the association, to a meeting of the members or directors or to the association at its principal office. Such resignation shall be effective upon receipt (unless specified to be effective at some other time), and acceptance thereof shall not be necessary to make it effective unless it so states.
2.6 Vacancies. Membership in the association shall be public and open, but may be limited as to number upon vote of the directors of the association. Any vacancy in the membership, except a vacancy resulting from enlargement (which must be filled in accordance with Section 2.1) may be filled by the members. Each successor shall hold office for the unexpired term or until he sooner dies, resigns, is removed or becomes disqualified. The members shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number.
2.7 Annual Meetings. There shall be an annual meeting of the members to be held at 8 AM on the third Wednesday of May. The annual meeting may be held at any place within the Tri-town area as the president, members or directors shall determine. No change in the date fixed in these by-laws for the annual meeting shall be made within five days before the date stated herein. Notice of any change of the date fixed in these by-laws for the annual meeting shall be given to all members at least 7 days before the new date fixed for such meeting. If an annual meeting is not held as herein provided, a special meeting of the Members may be held in place thereof with the same force and effect as the annual meeting, and in such case all references in these by-laws, except in this Section 2.7, to the annual meeting of the members shall be deemed to refer to such special meeting. Any such special meeting shall be called and notice shall be given as provided in Sections 2.9 and 2.10.
2.8 Regular Meetings. Regular meetings of the members may be held at such places within the Tri-town area, or elsewhere, and as the Board of Directors may determine.
2.9 Special Meetings. Special meetings of the members may be held at any time and at any place within the Tri-town area as called by the president or by the directors, and shall be called by the clerk, or by any other officer, upon written application of ten or more members.
2.10 Call and Notice. a. Annual and Regular Meetings. No call or notice shall be required for annual or regular meetings of members, provided that reasonable notice (i) of the first regular meeting following the determination by the members of the times and places for regular meetings shall be given to absent members, (ii) of an annual meeting not held at the usual meeting place of the association shall be given to each member, (iii) specifying the purpose of an annual or regular meeting shall be given to each member if either contracts or transactions of the association with interested persons or amendments to these by-laws (as adopted by the directors or otherwise) are to be considered at the meeting and (iv) shall be given as otherwise required by law, the articles of organization or these by-laws (including Section 2.7). b. Special Meetings. Reasonable notice of the time and place of special meetings of the members shall be given to each member. Such notice need not specify the purposes of a meeting, unless otherwise required by law, or these by-laws or unless there is to be considered at the meeting (I) contracts or transactions of the association with interested persons, (ii) amendments to these by-laws (as adopted by the directors or otherwise), (iii) an increase or decrease in the number of members or directors, or (iv) removal or suspension of a member or director. c. Reasonable and Sufficient Notice. Except as otherwise expressly provided, it shall be reasonable and sufficient notice to a member to send notice by mail at least 48 hours or by Email at least 24 hours before the meeting addressed to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least 24 hours before the meeting. d. Waiver of Notice. Whenever notice of a meeting is required, such notice need not be given to any member if a written waiver of notice, executed by him (or his attorney thereunto authorized) before or after the meeting, is filed with the records of the meeting. A waiver of notice need not specify the purposes of the meeting unless such purposes were required to be specified in the notice of such meeting.
2.11 Quorum. There shall be no Quorum requirement for any meeting of the members of the association provided such meeting is a regular scheduled meeting, or has been duly called in accordance with these by-laws.
2.12 Action by Vote. Each member shall have one vote. A vote properly cast by members present in person, shall decide any question, including election to any office, unless otherwise provided otherwise by law, or these by-laws.
2.13 Action by Writing. Any action required or permitted to be taken at any meeting of the members may be taken without a meeting if all members entitled to vote on the matter consent to the action in writing and the written consents are filed with the records of the meetings of the members. Such consents shall be treated for all purposes as a vote at a meeting.
2.15 Reimbursement. Members shall be entitled to reimbursement for ordinary expenses associated with attendance at the functions of other organizations and for supplies and materials purchased specifically for functions and events of the organization. Such reimbursement shall be determined prior to any member’s attendance and that Agreement shall be in writing, signed by the Clerk of the Board of Directors. Members shall not be precluded from serving the association in any other capacity and receiving compensation for any such services.
Section 3. Sponsors, Benefactors, Contributors, Advisers, Friends of the Association
The directors may designate certain persons or groups of persons as sponsors, benefactors, contributors, advisers or friends of the association or such other title as they deem appropriate. Such persons shall serve in an honorary capacity and, except as the directors shall otherwise designate, shall in such capacity have no right to notice of or to vote at any meeting, shall not be considered for purposes of establishing a quorum, and shall have no other rights or responsibilities.Section 4. Board of Directors
4.1 Number and Election. The initial number of directors of the association shall be seven (7). The members initially, at a time agreed upon and thereafter annually at their annual meeting, shall fix the number of directors and shall elect the number of directors so fixed. At any special or regular meeting the members may increase the number of directors and elect new directors to complete the number so fixed; or they may decrease the number of directors, but only to eliminate vacancies existing by reason of the death, resignation, removal or disqualification of one or more directors. A director must be a member. Three members of the standing Board of Directors (the standing President excluded) shall make-up the nominating committee and present a slate the General memberships’ consideration. Said presentation shall be made at the regular meeting immediately prior to the annual meeting. Said election shall be by secret ballot, counting to be overseen by the Clerk and Treasurer or anyone else they shall so designate.4.2 Tenure. Each director shall hold office until the next annual meeting of members and until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.
4.3 Powers. The affairs of the association shall be managed by the directors who shall have and may exercise all the powers of the association, except those powers reserved to the members by law, or these by-laws.
4.4 Committees. The directors may elect or appoint one or more committees of directors and/or members and may delegate to any such committee or committees any or all of their powers. Unless the directors otherwise designate, committees shall conduct their affairs in the same manner as is provided in these by-laws for the directors. The members of any committee shall remain in office at the pleasure of the directors.
4.5 Suspension or Removal. A director may be suspended or removed (a) with or without cause by vote of 2/3 of the general membership or (b) with cause by vote of a majority of the directors then in office. A director may be removed with cause only after reasonable notice and opportunity to be heard.
4.6 Resignation. A director may resign by delivering his written resignation to the president, treasurer or clerk of the association, to a meeting of the members or directors or to the association at its principal office. Such resignation shall be effective upon receipt (unless specified to be effective at some other time) and acceptance thereof shall not be necessary to make it effective unless it so states.
4.7 Vacancies. Any vacancy in the board of directors, except a vacancy resulting from enlargement which must be filled in accordance with Section 4.1, may be filled by the members. Each successor shall hold office for the unexpired term or until he sooner dies, resigns, is removed or becomes disqualified. The directors shall have and may exercise all of their powers notwithstanding the existence of one or more vacancies in their number.
4.8 Regular Meetings. Regular meetings of the directors may be held at such places and at such times as the directors may determine.
4.9 Special Meetings. Special meetings of the directors may be held at any time and at any place when called by the President of the board of directors or by two or more directors.
4.10 Call and Notice. a. Regular Meetings. No call or notice shall be required for regular meetings of directors, provided that reasonable notice (I) of the first regular meeting following the determination by the directors of the times and places for regular meetings shall be given to absent members, (ii) specifying the purpose of a regular meeting shall be given to each director if either contracts or transactions of the association with interested persons or amendments to these by-laws are to be considered at the meeting and (iii) shall be given as otherwise required by law, or these by-laws. b. Special Meetings. Reasonable notice of the time and place of special meetings of the directors shall be given to each director. Such notice need not specify the purposes of a meeting, unless otherwise required by law, the articles of organization or these by-laws or unless there is to be considered at the meeting (i) contracts or transactions of the association with interested persons, (ii) amendments to these by-laws, (iii) an increase or decrease in the number of directors, or (iv) removal or suspension of a director. c. Reasonable and Sufficient Notice. Except as otherwise expressly provided, it shall be reasonable and sufficient notice to a director to send notice by mail at least 48 hours or by Email at least 12 hours before the meeting addressed to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least 6 hours before the meeting. d. Waiver of Notice. Whenever notice of a meeting is required, such notice need not be given to any director if a written waiver of notice, executed by him (or his attorney thereunto authorized) before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. A waiver of notice need not specify the purposes of the meeting unless such purposes were required to be specified in the notice of the meeting.
4.11 Quorum. At any meeting of the directors a majority of the directors then in office shall constitute a quorum. Any meeting may be adjourned by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.
4.12 Action by Vote. When a quorum is present at any meeting, a majority of the directors present and voting shall decide any question, including election of officers, unless otherwise provided by law, or these by-laws.
4.13 Action by Writing. Any action required or permitted to be taken at any meeting of the directors may be taken without a meeting if all the directors consent to the action in writing and the written consents are filed with the records of the meetings of the directors. Such consents shall be treated for all purposes as a vote at a meeting.
4.14 Reimbursement. Directors shall be entitled to reimbursement for ordinary expenses associated with attendance at the functions of other organizations and for supplies and materials purchased specifically for functions and events of the organization. Such reimbursement shall be determined prior to any member’s attendance and that Agreement shall be in writing, signed by three members of the Board of Directors not attending said function.
Section 5. Officers and Agents
5.1 Number and Qualification. The officers of the association shall be a president, vice president, treasurer, clerk and such other officers, if any, as the directors may determine. The association may also have such agents, if any, as the directors may appoint. An officer must be a director. The clerk shall be a resident of Massachusetts unless the association has a resident agent duly appointed for the purpose of service of process. A person may hold more than one office at the same time. If required by the directors, any officer shall give the association a bond for the faithful performance of his duties in such amount and with such surety or sureties as shall be satisfactory to the directors.5.2 Election. The president, vice president, treasurer and clerk shall be elected at the initial meeting of the membership and annually by the membership. Other officers, if any, may be appointed from the directors, by the directors, at any time. Said election of the president, vice president, treasurer and clerk shall occur at the annual meeting of the membership. At the same election an additional three (3) directors shall be elected to serve. It shall be the obligation of the standing Board of Directors to present candidates for the general memberships’ consideration. Said presentation shall be made at the regular meeting immediately prior to the annual meeting. Said election shall be by secret ballot, counting to be overseen by the Clerk and Treasurer or anyone else they shall so designate.
5.3 Tenure. The president, vice president, treasurer and clerk shall each hold office until the end of the annual meeting, immediately thereafter the directors following the next annual meeting of the members and until his successor is chosen and qualified, and each other officer shall hold office until the first meeting of the directors following the next annual meeting of the members unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors.
5.5 President and Vice President. The president shall be the chief executive officer of the association and, subject to the control of the directors, shall have general charge and supervision of the affairs of the association. The president shall preside at all meetings of the members and all meetings of the directors, except as the members or directors otherwise determine. The vice president or vice presidents, if any, shall have such duties and powers as The directors shall determine. The vice president, or first vice president if there are more than one, shall have and may exercise all the powers and duties of the president during the absence of the president or in the event of his inability to act.
5.6 Treasurer. The treasurer shall be the chief financial officer and the chief accounting officer of the association. He shall be in charge of its financial affairs, funds, securities and valuable papers and shall keep full and accurate records thereof. He shall have such other duties and powers as designated by the directors or the president. He shall also be in charge of its books of account and accounting records, and of its accounting procedures. He shall present a current balance sheet at each regular meeting of the general membership.
5.7 Clerk. The clerk shall record and maintain records of all proceedings of the members and directors in a book or series of books kept for that purpose, which book or books shall be kept within the Commonwealth at the principal office of the association or at the office of its clerk or of its resident agent and shall be open at all reasonable times to the inspection of any member. Such book or books shall also contain records of all meetings of incorporators and the original, or attested copies, of the articles of organization and by-laws and names of all members and directors and the address of each. If the clerk is absent from any meeting of members or directors, a temporary clerk chosen at the meeting shall exercise the duties of the clerk at the meeting.
5.8 Suspension or Removal. See 4.5 as all officers are Directors
5.9 Resignation. An officer may resign by delivering his written resignation to the president, treasurer or clerk of the association, to a meeting of the members or directors, or to the association at its principal office. Such resignation shall be effective upon receipt (unless specified to be effective at some other time), and acceptance thereof shall not be necessary to make it effective unless it so states.
5.10 Vacancies. If the office of the president becomes vacant, the vice president shall succeed him/her. If the office of any other officer becomes vacant, the directors may elect a successor from within the directors. Each such successor shall hold office for the unexpired term, and in the case of the vice president, treasurer and clerk until his successor is elected and qualified, or in each case until he sooner dies, resigns, is removed or becomes disqualified.