|
| |
EAST CHOP ASSOCIATION, INC.
OAK BLUFFS, MASSACHUSETTS
BYLAWS
Revision of August 2007
I
Name
The name of this Association shall be East Chop Association, Inc. It may have a
corporate seal bearing the name of the corporation and such other device or
inscription as the Board of Directors (the “Board”) may determine.
II
Principal Office
The principal office of the Association shall be at Oak Bluffs, County of Dukes
County, Commonwealth of Massachusetts.
III
Purposes
1. In amplification of the purposes stated in its Articles of Organization, the
purpose of this Association shall be to preserve and protect the physical and
social environment of East Chop; in so doing, it shall act as a civic
association to act for the community as a whole, for East Chop property owners,
for East Chop residents on matters related to protection, or maintenance or
improvement of rights in land owned by the Association or East Chop residents,
as well as streets, parks, beaches and public or semipublic areas contiguous to
or affecting the environment or ambience or character or atmosphere of East
Chop, and any other purpose which the Board determines is within the spirit of
the purposes stated in the Articles of Organization. The word “residents” shall
include both permanent and seasonal residents.
2. The Association will act as a spokesman on behalf of its Members on matters
that may threaten undesirable encroachments on East Chop on public issues
affecting the short or long-run character of the area. The Association will meet
with, act as consultant to, and lend its aid to other neighborhood units, such
as, but not limited to, the selectmen and other officials of the Town of Oak
Bluffs, the Highlands Property Trust and any successor(s) thereof, The East Chop
Beach Club, The East Chop Tennis Club, and other indigenous groups, in
developing solutions to such problems and projects which do or may affect the
welfare, character and property values of the community at large or any section
thereof.
3. The Association may act also to improve the physical condition and appearance
of the community as a whole. It shall take suitable actions to recommend or
maintain a high standard of architectural appearance of private and public
buildings. It shall encourage the planting and cultivation of ornamental trees,
shrubs and other plants in suitable parks and along roadsides that its Directors
may consider of benefit to the community.
IV
Membership and Dues
1. Membership and Dues – Any adult who supports the purposes of the Association
is eligible to become a member of the Association (a “Member”). The Board or its
designee shall have the discretion to determine whether or not a prospective
Member supports the purposes of the Association, however adults who either own
or regularly rent property on East Chop are presumed to support the purposes of
the Association. The annual dues required for membership shall be determined by
the Board. Dues may be varied from year to year. Each Member or prospective
Member will submit to the Treasurer the annual dues along with contact and
personal information as deemed necessary by the Board or its designee, including
the Member’s winter and summer address. Membership is personal to the
individual.
2. Duration – Each Member’s term of membership shall expire on June 30th of the
year following the year in which the Member paid his or her membership dues. A
Member may voluntarily revoke his or her membership at any time. If the Board,
by a majority vote of the Directors then in office, determines that a Member has
acted in a manner contrary to the goals or purpose of the Association or in
violation of the Association’s Articles of Organization, bylaws or formally
adopted rules, then the Board may immediately terminate such Member’s membership
provided that notice of the proposed action has been given in writing to such
Member at least seven days prior to any meeting of the Board where the Board may
take such action and is included in the notice for such meeting of the Board,
and such Member is afforded the opportunity to address the Board in writing or
in person at such meeting, at the Member’s election, prior to such vote. Only
those Members whose term of membership has not expired or been terminated may
vote at any meeting of the Association’s Members.
V
Officers
1. Officers – The officers of the Association shall be a President, a
Vice-President, a Clerk, a Treasurer and such other officers as may be
designated by the Board. The Members shall elect all officers at the Annual
Meeting.
2. Terms – The President, the Vice-President, the Clerk, and the Treasurer shall
take office immediately upon election, and shall serve, provided he or she
remains a Member, until the later of the date of the next Annual Meeting or
until successors are duly elected. Officers are eligible for re-election.
Vacancies in any office may be filled for the balance of the term thereof by the
Board. An officer may resign by delivering his or her written resignation to any
other officer. Any officer may be removed with or without cause by vote of three
fourths of the Directors then in office, provided that notice of the proposed
action has been given in writing to such officer at least seven days prior to
any meeting of the Board where the Board may take such action and is included in
the notice for such meeting of the Board.
3. President – The President shall be the chief executive officer of the
organization, and shall preside at meetings of the Association and of the Board.
The administration and management of the Association shall be vested in the
President. He shall direct the activities of the Association and perform such
other duties as may be defined by the Board. He shall be a member ex officio of
all committees.
4. Vice-President – The Vice-President shall perform all duties of the President
during the absence of the President. He shall be a member ex officio of all
committees.
5. Treasurer – The Treasurer shall collect, and keep an account of, all moneys
received and expended for use of the Association, and shall make disbursements
authorized by the Board, or such other persons as the Members may prescribe. All
sums received shall be deposited by him in the bank or banks approved by the
Board, and he shall make a report at the Annual Meeting or when called upon by
the President. Funds may be drawn only on the signature of the President or the
Treasurer. The foregoing duties of the Treasurer may be delegated to an
Assistant Treasurer, if the Board elects an Assistant Treasurer. The Treasurer
or his or her designee will send a dues renewal notice to each then current
Member prior to the expiration of such Member’s term.
6. Clerk – It shall be the duty of the Clerk:
a. To give notice of and attend all meetings of the Association and all
committees and to make provision for the keeping of a record of proceedings;
b. To maintain, personally or through a designee, a list of current Members,
which shall only include Members that have paid dues for the then current year,
and to provide such list to the President prior to any meeting of the Members.
The foregoing duties of the Clerk may be delegated to an Assistant Clerk, if the
Board elects an Assistant Clerk.
VI
Board of Directors
1. General Powers – The Board shall have and may exercise all the powers of the
Association, except those that are conferred upon the Members by law, by the
Articles of Organization, or by these bylaws.
2. Number and Tenure – The Board shall consist of up to twelve elected
Directors, each of whom shall be a Member, in addition to the President,
Vice-President, Clerk and the Treasurer, who shall be voting Directors ex
officio. Four Directors will be elected each year to serve a three-year term. A
Director may resign by delivering his or her written resignation to any officer.
A Director may be removed with or without cause by vote of three fourths of the
Directors, provided that notice of the proposed action has been given in the
notice of the meeting. The Board, by a vote of a majority of the Directors then
in office, even if such number is less than a quorum, may appoint a replacement
Director to fill the unexpired term of any Director who resigns or is removed
from office. Such replacement Director shall serve until the next annual meeting
of the Members, at which point the Members shall elect a replacement Director.
3. Quorum – A quorum for a Directors’ meeting shall be a majority of the
Directors currently serving.
4. Meetings – Directors shall meet at least twice each year, once within
forty-five days prior to the July meeting of the Members, and once in August.
Special meetings will be held as are deemed necessary by the President.
Directors may participate in a meeting of the Board by means of a telephone or
videoconference or similar communications equipment provided that all persons
participating in the meeting can hear each other at the same time. Participation
by such means shall constitute presence in person at a meeting.
5. Notice – Notice shall be given by the President or the Clerk in writing by
any of the means allowed for notice of Members meetings or orally in person or
by telephone to each Director at least twenty-four hours prior to any meeting of
the Board informing the Director of the date, time and place and, in the case of
any special meeting, the purpose of the meeting.
VII
Meetings
1. Annual Meeting – An Annual Meeting of the Members shall be held each year on
the third Saturday in August, unless another Saturday is determined by the
President to be more convenient to the membership, for electing Directors and
officers, receiving reports and transacting other business.
2. July Meeting – A meeting of the Members shall be held each year on the second
Saturday in July, unless another Saturday is determined by the President to be
more convenient to the membership, for receiving reports and transacting other
business.
3. Special Meetings – The President or the Board may call a special meeting of
the Members. In addition, the Clerk shall call a special meeting whenever
required to do so by law or upon the written request of not less than twenty
percent (20%) of the then current Members.
4. Notice – Notice of any meeting shall be in writing, state the date, time and
place, and be given by the Clerk at least seven (7) calendar days before the
time appointed for the meeting to each Member by any form of communication
(including but not limited to mail, delivery service, facsimile transmission, or
electronic mail) addressed to any current mailing or electronic address or
facsimile number of the Member as reflected in the records of the Association.
In addition to or in lieu of such notice, notice may be given for any meeting to
be held during the months of July or August by posting at the East Chop Tennis
Club or at the East Chop Beach Club or for any meeting by advertisement in the
Vineyard Gazette, the Martha’s Vineyard Times or any other similar publication
circulated on not less than a weekly basis in Martha’s Vineyard, published at
least seven days prior to the date of the proposed meeting.
5. Quorum and Voting – Twenty five percent (25%) of the Members in good standing
as of the date of any meeting when present at such meeting shall constitute a
quorum, and in case there are fewer than this number the presiding officer may
adjourn the meeting, from time to time, until a quorum is present. Only those
Members whose names are reflected on the membership list maintained by the Clerk
are eligible to vote at any meeting of the Members, provided however that such
list may be amended at any such meeting to contain the names of any Member who
has paid such Member’s annual dues to the Association after such list was
prepared by the Clerk. The President, upon request of any Member in attendance
at a meeting, shall confirm the presence of a quorum of Members.
6. Member Referenda. Member Referenda may be placed on the agenda for vote at
any meeting of the Members by written petition from at least 20% of the Members
delivered to the President at least fourteen days prior to such meeting.
VIII
Elections and Voting
The election of Directors and officers whose terms have expired shall take place
at the Annual Meeting of Members. After the Nominating Committee has submitted
its slate of nominees to the Members at the Annual Meeting, the President shall
solicit any additional nominees from the Members in attendance. The President
shall call for a vote for the entire slate of officers and Directors submitted
by the Nominating Committee, and if a majority of the Members in attendance
approve such slate, then all nominees on such slate shall be elected as officers
and Directors. Each Member shall be entitled to cast one vote.
If a majority of the Members in attendance do not approve such slate, then:
(i) With respect to each officer position, a vote will be called on all names
nominated for such office. Any candidate who receives a majority of votes shall
be elected. If no candidate receives a majority of votes on the first ballot,
then the name of two candidates who received the most votes shall be placed on
the second ballot.
(ii) With respect to each Director position, a vote will be called on each name
nominated for such office, starting first with those names put forth by the
Nominating Committee with any candidate who receives a majority of votes being
so elected until all open positions for Director are filled. If, following a
vote on each nominee, any positions for Director remain open, then those
nominees who did not receive a majority of votes, if any, shall be resubmitted
to the membership in alphabetical order by last name and any candidate who
receives a majority of votes shall be elected. If, following this second round
of voting, any position for Director remains, it may be filled by the Board of
Directors by majority vote.
IX
Committees
The President shall appoint and may remove chairmen of committees and committee
members. Unless otherwise required by law, the President may appoint any Member
to serve on any committee. The standing committees shall include those listed in
sections IX 1and 2, below.
1. Parks Committee – The Parks Committee shall consist of two or more Members to
plan for and to take action (with the approval of the President) to care for,
protect and maintain the parks and property owned by the Association, and park
properties owned by the Highlands Property Trust, or its successor, if any, or
by the Town of Oak Bluffs, and to study and make recommendations to the Board
with respect to both the short and long-term issues and problems connected with
such land or with other open uncharted lands or other property usage in the East
Chop area.
2. Nominating Committee – The Nominating Committee shall consist of three or
more Members. The President, or his designee, at or prior to the July Members
meeting shall inform the Members of the members of this committee. Any Member
may suggest to this committee nominees for Directors or officer. This committee
shall solicit and nominate proposed Directors and officers for election by the
Members. This committee shall present such nominations to the Members at the
Annual Meeting and shall deliver such nominations in writing to the Directors
prior to such Annual Meeting. In considering nominations for Directors or
officers, this committee shall nominate persons who have demonstrated to a high
degree qualities of experience, leadership, sound judgment, concern for and
understanding and support of the Association’s activities and role in the East
Chop community, and willingness and ability to devote appropriate time and
effort to the business of the Association, and who are representative of the
membership of the Association, including those Members who own property on East
Chop. In addition, this committee shall endeavor to maintain an appropriate
balance between continuity and turnover on the Board.
3. Other Committees – Other standing committees may be created or dissolved from
time to time by the Board. Ad hoc committees may be created or dissolved from
time to time by the President.
X
Finances
The President may authorize the expenditures of funds of this Association for
general purposes up to $1,000.00 to any individual or entity per annum. No funds
of the Association beyond said $1,000.00 to any individual or entity per annum
shall be expended, except by vote of the Board who may alter or amend the budget
when justifiable circumstances arise.
XI
Amendments
These Bylaws may be amended or repealed in whole or in part by the Board, except
with respect to any provision herein that by law or these bylaws requires
approval by the Members. If approval by the Members is required, then the notice
of the meeting where approval will be sought shall include the nature of the
proposed change of such meeting.
XII
Sale of Real Estate
No officer, Director or other representative of the Association shall have any
authority or power to sell, transfer, mortgage or lease any real property of the
Association without the prior consent of at least two-thirds of the Board.
XIII
Indemnification
The Association shall, to the extent legally permissible, indemnify each person
who may serve or who has served at any time as a Director or officer of the
Association or of any of its committees, against all expenses and liabilities
(including counsel fees, judgments, fines, excise taxes, penalties and amounts
payable in settlements) reasonably incurred by or imposed upon such person in
connection with any threatened, pending or completed action, suit or other
proceeding, whether civil, criminal, administrative, or investigative, in which
such person may become involved by reason of serving or having served in such
capacity (other than a proceeding voluntarily initiated by such person unless he
or she is successful on the merits, the proceeding was authorized by the
Association or the proceeding seeks a declaratory judgment regarding his or her
own conduct); provided that no indemnification shall be provided for any such
person with respect to any matter as to which he or she shall have been finally
adjudicated in any proceeding not to have acted in good faith in the reasonable
belief that his or her action was in the best interests of the Association and
provided, further, that as to any matter disposed of by a compromise payment by
such person, pursuant to a consent decree or otherwise, the payment and
indemnification thereof have been approved by the Association, which approval
shall not unreasonably be withheld, or by a court of competent jurisdiction.
Such indemnification shall include payment by the Association of expenses
incurred in defending a civil or criminal action or proceeding in advance of the
final disposition of such action or proceeding, upon receipt of an undertaking
by the person indemnified to repay such payment if he or she shall be
adjudicated to be not entitled to indemnification under this section, which
undertaking may be accepted without regard to the financial ability of such
person to make repayment.
Where indemnification hereunder requires authorization or approval by the
Association, such authorization or approval shall be conclusively deemed to have
been obtained, and in any case where a Director approves the payment of
indemnification, such Director shall be wholly protected if:
(i) the payment has been approved or ratified (1) by a majority vote of a quorum
of the Directors consisting of persons who are not at the time parties to the
proceeding, or (2) by a majority vote of a committee of one or more Directors
who are not at the time parties to the proceeding and are selected for this
purpose by the full board (in which selection Directors who are parties may
participate); or
(ii) the action is taken in reliance upon the opinion of independent legal
counsel (who may be counsel to the Association) appointed for the purpose by
vote of the Directors or in the manner specified in clauses (1) or (2) of
subparagraph (i); or
(iii) the payment is approved by a court of competent jurisdiction; or
(iv) the Directors have otherwise acted in accordance with the applicable legal
standard of conduct.
Any indemnification or advance of expenses under this section shall be paid
promptly, and in any event within 30 days, after the receipt by the Association
of a written request therefore from the person to be indemnified, unless with
respect to a claim for indemnification the Association shall have determined
that the person is not entitled to indemnification. If the Association denies
the request or if payment is not made within such 30-day period, the person
seeking to be indemnified may at any time thereafter seek to enforce his or her
rights hereunder in a court located in the Commonwealth of Massachusetts. If
successful in whole or in part, he or she shall be entitled also to
indemnification to the expenses of prosecuting such action. Unless otherwise
provided by law, the burden of proving that the person is not entitled to
indemnification shall be on the Association.
The right of indemnification under this section shall be a contract right
inuring to the benefit of the Directors, officers and other persons entitled to
be indemnified hereunder and no amendment or repeal of this section shall
adversely affect any right of such Director, officer or other person existing at
the time of such amendment or repeal.
The indemnification provided hereunder shall inure to the benefit of the heirs,
executors and administrators of a Director, officer or other person entitled to
indemnification hereunder.
The right of indemnification under this section shall be in addition to and not
exclusive of all other rights to which such Director, officer or other persons
may be entitled. Nothing contained in this section shall affect any rights to
indemnification to which the Association employees or agents, other than
Directors, officers and other persons entitled to indemnification hereunder, may
be entitled by contract or otherwise by law.
Return to Home page
|