Table of Contents
- Article I: Name, Principal Office, Corporate Seal, Purpose, Fiscal Year, Composition and Authority
- Article II: Directors, Terms, Elections, Vacancies, Alternates, Executive Committee, Meetings
- Article III: Meetings of the Members
- Article IV: Officers of the Corporation
- Article V: Duties of the Officers
- Article VI: Election of Officers
- Article VII: Committees
- Article VIII: Amendments of By-Laws
- Article IX: Indemnification and Conflicts of Interest
- Article X: Dissolution
Section 1.01 – Name: The name of this Corporation is Forest Park East Civic Association, Inc. and is herein referred to as the Corporation
Section 1.02 -Principal Office: The principal office of this Corporation shall be located at the address of the current president of the Corporation.
Section 1.03 – Corporate Seal: The Board of Directors shall have the power to adopt and alter the seal of the Corporation.
Section 1.04 – Purpose: The purpose of the Corporation is to represent the residential and commercial interests of the East Forest Park section of the City of Springfield as that area is presently defined by the Planning Board of said City and as the same may be changed from time to time by said Planning Board, in planning and making changes and improvements in the neighborhood known as East Forest Park and to that end, enter into discussions and negotiations with federal, state, and local authorities and with private individuals, organizations and businesses concerning plans for change and improvements in said East Forest Park section of the City of Springfield, including location or relocation of buildings, businesses, traffic patterns, zoning changes and all other changes and improvements, and in addition to work in the area of housing, elderly services, code enforcement, and other social services in said East Forest Park, and to educate and inform the residents of their rights and responsibilities as residents; to promote the economic life of East Forest Park by attracting appropriate businesses to the area; and to assist the residents in maintaining and improving the quality of life therein.
Section 1.05 – Fiscal Year: The fiscal year of the Corporation shall end December 31st of each year.
Section 1.06 – Composition Members: All residents of East Forest Park of the City of Springfield, as that area defined by the Planning Department of said City on the day of the election of the members of the Board of Directors and who are at least eighteen year of age on such day shall be eligible to be members of the Corporation. No person shall be a member until such person applies for membership on a form approved by the Board of Directors stating his name and residence, and pays such dues as the Board may from time to time set for all members. A member in good standing is an East Forest Park resident who has paid in full the required association yearly dues as of the previous June 1st.
Section 1.07 -Authority: The affairs of the Corporation shall be managed by the Board of Directors, which shall have and may exercise all lawful powers of the Corporation to effectuate the purposes of the Corporations set forth in the Articles of Organization.
Section 2.01 – Directors and Terms: The Board of Directors shall consist of eleven (11) persons, elected for a term of one year each, or until the successors are elected and qualified. In order to be elected to the Board, a person must be a member in good standing as defined in Section 1.06 for one full calendar year.
Section 2.02 – Elections: The Board of Directors shall be elected by the members of the Corporation at the September meeting each year, in advance of the Annual Meeting of the Corporation. The election shall be conducted in accordance with nomination and voting procedures approved by the Board of Directors.
Section 2.03 – Vacancies and Alternates: Any vacancy on the Board of Directors shall be filled by the remaining Directors still in office, by the appointment of a successor to hold such office for the unexpired term and until the successor is chosen. The Directors shall appoint as such successor, the unelected nominee who received the highest number of votes in the last election who is willing and eligible to accept such an appointment. If no such nominees are available, the Board of Directors may appoint any member of the Corporation to fill such vacancy.
Section 2.04 – Resignations: Any member of the Board of Directors may resign by delivery of written resignation to the Corporation at its principal office or to the President or Secretary, which resignation shall be effective upon its acceptance by the Board of Directors or at such earlier date as may be stated in the resignation.
Section 2.05 – Removal from Office: Any member of the Board of Directors who misses four (4) monthly meetings in a calendar year, may be asked to forfeit his office as of the close of the meeting from which his absence effected said forfeiture, and may be replaced by an Alternate after twenty (20) days if no appeal is filed or after the appeal is decided. A Director who so forfeits his office may appeal in writing to the Board of Directors within twenty (20) days of such loss for reinstatement upon showing of good cause and will be afforded a hearing at the next regular meeting of the Board following receipt of said appeal. Reinstatement following the appeal shall require three-fourths (3/4ths) vote of the Directors in attendance at the meeting.
Section 2.06 – Alternates: Those candidates not elected to the Board of Directors as a result of the annual election, will assume the title of alternate and their functions will be as follows:
A. The alternate should make every effort to attend meetings of the Board of Directors each year.
B. The alternate serving in that capacity for the longest period of time shall assume the longest term as Director when there is a vacancy on the Board, regardless of when the vacancy occurs.
C. An alternate may resign at any time by following the procedure provided for resignation by a member of the Board of Directors in Section 2.04.
Section 2.07 – Meetings:
A. All meetings of the Board of Directors and any other committees shall be governed by Demeter’s Rules of Parliamentary Procedure.
B. Regular Meetings: All regular meetings of the Board of Directors shall be held at a date, time, and place agreed upon by the President and Board of Directors, and any business may be conducted at said regular meetings. The place of the meeting may be changed by the Directors at any regular meeting. No notice of the regular meetings need to be given except for meetings to be held at some place not previously established by the Directors.
C. Special Meeting: Special meetings of the Board of Directors may be called by the President or any three members of the Board. Other business may be conducted at the special meeting unless four (4) members of the Board of Directors in attendance object.
D. Quorum: The presence of seven (7) members of the Board of Directors shall constitute a quorum, except that a lesser number may adjourn the meeting from time to time, and the meeting as adjourned may be held without further notice. When a quorum is present at any meeting, a majority of the members present shall decide any question brought before such a meeting unless the question is one upon which, by express provision of the law, the Articles of Organization, or the By-Laws, a different vote is required.
E. Action Without a Meeting: The Board of Directors may act without a meeting by telephone conversation OR with written consent signed by a majority of the members of the Board of Directors. Such action shall have the same force and effect as action taken at a meeting of the Board of Directors at which time a quorum was present.
F. Waiver of Notice: Anyone entitled to notice of meeting of the Board of Directors may waive such notice by a written waiver executed before, at, or after such meeting.
Section 3.01 - Annual Meeting of Members: The annual meeting of the Corporation shall be held in May on a date and time set by the Board of Directors. If the annual meeting is omitted as provided herein, a special meeting may be held in lieu thereof, and any business transacted or elections held at such meeting shall have the same effect as if transacted at the annual meeting.
Section 3.02 – Regular Meetings: The members of the Corporation may meet at such times in addition to the annual meeting as may be designated by the Board of Directors.
Section 3.03 – Special Meetings: A special meeting of the members of the Corporation may be called by the Board of Directors or by the President, and shall be called by the Secretary or other officer at the written request of at least three members eligible to vote, which sets forth the purposes of the meeting.
Section 3.04 – Notices: The President or the Secretary shall give notice of the annual meeting and of any other meeting of the members of the Corporation by causing to be posted in at least two locations in said East Forest Park designated by the Board of Directors, a written notice of such meeting, including the date, time, and place of such a meeting. The Board of Directors may in its discretion, authorize additional forms of notice, which are reasonably likely to advise members of the Corporation.
Section 3.05 – Quorum: At any meeting, a quorum of the Board of Directors must be present for the conduct of any business which may come before the meeting as adjourned may be held without further notice. When a quorum is present at any meeting, a quorum of the Board of Directors shall, except where a larger vote is required by law or these By-Laws, decide any matter brought before such meeting.
Section 4.01 – Officers: The officers of the Corporation shall be a President, a Treasurer, a Secretary, and a Vice President. The Board of Directors may appoint such other officers to serve at the pleasure of the Board, and establish their rights and duties as the Board may deem suitable.
Section 5.01 – President:
A. The President shall preside over all meetings of the Board of Directors, the members, and Executive Committee.
B. The President shall have all Board members and staff members notified on all meetings (regular and special) unless called under Section 2.07C.
C. The President shall prepare the agenda of all regular Board meetings, with the Executive Committee and staff members.
D. At the meetings, the President shall:
(1) Open the meetings at the appointed time, having ascertained a quorum is present.
(2) Announce each item of business in the proper order.
(3) Recognize speakers who are entitled to the floor.
(4) State and put to vote all motions and announce the results of each vote.
|a) The President shall state the motion before discussion and before the voting.
b) The President shall ask for the affirmative and negative and abstaining votes, but voice or paper ballot at his discretion, and will announce the results of the voting.
(5) Enforce the rules of debates and quorum, thus protecting the rights of each member.
(6) Maintain decorum by insisting that all discussions go through the chair.
(7) Declare the meeting officially adjourned.
(8) Unless he gives up the chair for that purpose, not debate any matter under discussion but he may vote thereon
E. The President calls Executive Committee meetings.
F. The President shall be an ex-officio member of all committees of the Corporation with non-voting powers, except in the case of a tie vote.
G. In his absence, the Vice President, if present, shall preside. Otherwise, a chairman shall be appointed by the body from the persons present.
Section 5.02 – Vice President
A. The Vice President shall have all the usual and customary powers and duties of the Vice President of the Corporation, and in addition, such powers and duties as the Directors shall decide.
Section 5.03 – Treasurer
A. The Treasurer shall have, subject to the direction of the Board of Directors, general charge of the financial affairs of the Corporation, and shall keep full and accurate records thereof which shall be open to inspection of the Directors. The Treasurer shall render to the Board of Directors, or at regular meetings or whenever they may reasonably require it, a statement of the accounts of his transactions as Treasurer of the Corporation and the Corporation and of the financial condition of the Corporation. The Treasurer may be bonded if the Board of Directors so require.
Section 5.04 – Secretary
A. The Secretary shall record all proceedings of the members, the Board of Directors, and the Executive Committee, in books kept for that purpose, and exercise all the usual and customary powers and duties of the Secretary of the Corporation. If the Secretary is absent from any meetings of the members or Directors, a temporary Secretary shall be chosen by the Board of Directors.
A. Officers of the Corporation will be nominated and elected by the Board of Directors at the first regular meeting in September of the Corporation
B. No paid employee of the Corporation shall be an officer of the Corporation
C. A majority of the Directors present and voting shall elect each officer.
D. Vacancies in offices of the Corporation shall be filled within thirty (30) days of occurrence by vote of the Directors, if possible.
E. All members of the Board of Directors are eligible to be elected to any office of the Corporation.
F. Officers may be removed with or without cause, by a two-thirds vote of all members of the Board of Directors. Notices of such potential action must be given at the meeting of the Board of Directors immediately preceding the meeting at which such a vote is to be taken. If the officer to be removed for cause, he shall first be notified in writing of the cause and be given an opportunity to appear before an be heard by the Board of Directors in his own defense before the Board votes on the issue of his removal.
G. Resignation – Any officer may resign at any time by a written resignation delivered to the Board of Directors at the principal office of the Corporation. Unless otherwise stated in such notice, the resignation will not be effective until the officer’s successor is elected.
Section 7.01 – Names of Committees:
A. Five ad-hoc committees will be formed when necessary: Budget & Finance, Personnel & Grievance, Nominating & Election, Community Relations, and Zoning & Code Enforcement.
Section 7.02 -Make-up of Committees:
A. Each ad-hoc committee will consist of a minimum of three (3) members, elected by the Board of Directors when necessary. A chairperson shall be elected by each committee, at their first scheduled meeting, to serve for a period of no more than one year.
Section 7.03 – Purpose of each Committee:
A. The Budget & Finance Committee shall monitor all expenditures of the Corporation. The Committee shall give a written report of the budget to the Board on a monthly basis. The Committee shall review and approve all line changes in the budget and present them to the Board of Directors for final approval.
B. The Personnel & Grievance Committee shall hear any complaint submitted by a member, about the Board, staff, personnel or administration. The Committee must act upon the grievance within thirty (30) days, and shall investigate and report its recommendation to the Board. The Committee shall be responsible for all procedures regarding the employment of personnel.
C. The Nominating & Election Committee shall see that all elections are to be in accordance with these By-Laws.
D. The Community Relations Committee shall assign personnel from their Committee to attend meetings in the community which shall affect the community, and make a full report to the Board at the next scheduled meeting.
E. The Zoning & Code Enforcement Committee shall hear complaints by East Forest Park residents concerning the neighborhood issues. The committee will make a recommendation of an appropriate plan of action to the Board of Directors within thirty (30) days.
Section 8.01 - Amendment to By-Laws: The By-Laws may be altered, amended, or repealed at any regular or special meeting of the members duly called at which a quorum is present, by the affirmative vote of two-thirds (2/3rds) of the members present; provided notice of the meeting shall have included notice that one of the purposes of the meeting is the amendment of the By-Laws and shall have set forth a summary of the proposed amendment. At the meeting any amendment of the By-Laws cited in the notice may be adopted although it varies from the proposed summary contained in the notice.
Section 8.02 - Limitation: No amendment shall be made which shall materially alter the purposes of this Corporation as set forth in the Articles of Organization, so as to disqualify the Corporation from exemption under the Internal Revenue Code of the United States or the regulations promulgated thereunder, as they are now or may be at any future time.
Section 9.01 - Indemnification:
A. The Corporation may NOT indemnify, defend or save harmless any person, his heirs, executors or administrators, against any cost, expense (including attorney’s fees), judgment or liability incurred by or imposed upon him in connection with or in any way resulting from any claim, demand, action, suit, or proceeding to which he may be a party or with which he may be threatened by reason of his being or having been a director, officer, employee or member of the Corporation or of any other organization at the request of the Corporation.
B. The Corporation may, if the Board of Directors approves, purchase and maintain insurance on behalf of any person who is serving or who has served as a Director, officer, employee or other agent of the Corporation, or who is serving or has served at the request of the Corporation, as a Director, office, employee or other agent of any organization, which such insurance to be against any liability incurred by him in any such capacity or arising out of his status as such whether or not the Corporation has the power to indemnify him against such liability.
Section 9.02 - Transactions with Interested Persons:
A. In the absence of bad faith, no contract or transaction by this Corporation shall be void, voidable or in any way affected by reason of the fact that it is with an Interested Person as hereafter defined.
B. For the purposes of this provision, “Interested Person” means any person or organization in any way involved or participating in the operation or activities of this Corporation, whether as an officer, Director, member, associate member, employee, or otherwise, and any other entity in which any such person or organization has any direct or indirect financial interest.
C. In the absence of bad faith, no Interested Person, because of such interest, shall be liable to this Corporation or to any other person or organization for any loss or expense incurred by reason of such contract or transaction or be accountable for any gain or profit realized from such contract or transaction.
D. The provisions stated in the preceding paragraphs shall be operative notwithstanding the fact that the presence of an Interested Person was necessary to constitute a quorum at a meeting of the Directors or members of this Corporation at which such contract or transaction was authorized or that the vote of an Interested Person was necessary for the authorization of such contract or transaction.
Section 10.01 – Vote: The Corporation may be dissolved in accordance with Massachusetts General Laws, Chapter 180.
Section 10.02 – Disposition of Assets on Dissolution: Upon any dissolution of the Corporation, the funds and assets of the Corporation shall be distributed by the Board of Directors, to or among the following: The United States of America, The Commonwealth of Massachusetts, any political sub-division thereof, or any organization exempt from income taxation under the provisions of Section 501 (c) (1), (3), (4), (5) and (6) of the United States Internal Revenue Code of 1954 as amended and provided such distribution is not prohibited by law.
Revision approved May 8, 1996.