Billerica Community Alliance, Incorporated

Billerica Community Alliance, Incorporated

PROPOSED (delete “Proposed”) BY-LAWS

OF

BILLERICA COMMUNITY ALLIANCE, INCORPORATED

ARTICLE I

DEFINITION AND PURPOSE

The mission of the Billerica Community Alliance, Incorporated (Billerica Alliance) is to provide a working partnership for business and the Town of Billerica to impact the quality of life within the community, and to encourage and support business growth. The Organization intends to be a catalyst in developing community involvement among its members, sharing both ideas and skills to enhance the image development of the Town of Billerica, Massachusetts. The organization is a charitable one, whose objective is to fund activities within the Town of Billerica that foster education and improve the community. To that end, the Organization will fund grants, furnish scholarships through other non-profit organizations and sponsor community events and activities which directly benefit the citizens of the Town of Billerica.

ARTICLE II

OFFICES

The principal office of the corporationorganization shall be located in Billerica, County of Middlesex,

Commonwealth of Massachusetts. The corporationorganization may have such other offices, either within or outside the Commonwealth of Massachusetts, as the Board of Directors may determine from time to time.

ARTICLE III

MEMBERSHIP and AFFILIATIONIATION (spelling)

Section 1.

Membership in the organization is open to individuals, the pubicpublic sector, non-profit organizations and businesses who support the goals and objectives of the organization.

Section 2.

The membership of the organization shall consist of the following categories:

a. Personal / Associate members: Single individuals who have an active personal interest in the goals and objectives of the organization.

b. Business: Single owner, small business, and corporate entities that support the goals and objectives of the organization.

c. Public Sector: Municipalities, municipal organizations, and educational institutions that support the goals and objectives of the organization.

d. Non-profit organizations: organizations who are registered and act as a non-profit that support the goals and objectives of the organization.

Section 3.

a. The Board of Directors shall resolve all questions pertaining to eligibility for or continuance of current membership in the organization. The Board may waive eligibility requirements as set forth herein when, in its judgment, such action would serve the best interest of the organization.

b. All applications for membership shall be acted upon by the Executive Director and the membership committee in accordance with the organization’s Article ill(III?) Section 1-3 of the organization's By-Laws. Should an applicant appear not to meet the membership criteria as outlined in Sections 1I and 2, the Board of Directors shall rule on acceptance, rejection and/or the category of membership.

c. Active Members of the organization in good standing shall be entitled to all membership privileges, including the right to vote for directors of the organization: to vote at stated or called membership meetings of the organization; to participate in the management of the organization's business in accordance with applicable provisions of the organization By-Laws; serve on or chair organization committees; and to hold the office of Director. For the purpose of voting, an individual, firm, corporationorganization, estate, or association holding membership in its own name shall be entitled to one vote. No proxies will be allowed.

d. It is expected that members will not engage in any activity which, in the opinion of the Board of Directors, is improper or prejudicial to the organization, or is detrimental to the interests and responsibilities or counter to the goals and objectives of the organization. Members engaging in such activity may, at the discretion of the Board of Directors, put their continued membership at risk. Any member may be expelled by a two-thirds (2/3) vote of the Board of Directors, at an executive meeting called by the President for conduct which is inappropriate to the aims or reputation of the organization, provided that ten (10) days written notice of such intent of expulsion, is given by writing certified mail, return receipt requested, to the member who is to be expelled.

e. Any such termination pursuant to Section 3 of Article IV does not preclude the terminated member from re-applying to the organization at a future date. Any such termination pursuant to Section 3 (d) of Article III is subject to a review by a meeting of the members of the organization upon written appeal of the terminated member within ten (10) days of the date of the termination. A favorable vote of two-thirds (2/3) of the members present in good standing at the next meeting of the members of the organization shall be necessary to reinstate the appellant; otherwise the appellant shall be barred from re-application for a period of five (5) years.

ARTICLE IV

DUES AND ASSESSMENTS

Section 1.

The fees and annual dues for each category of membership shall be determined by the Board of Directors.

Section 2.

All categories of members shall be advised three (3) months in advance of any change in annual dues or assessments.

Section 3.

a. If the dues or other amount owed by any member in good standing remains unpaid for a period of thirty (30) days after the beginning of the calendar year, and/or has not previously committed to an amount and date upon which dues will be forthcoming, the Board of Directors shall request by mail immediate payment thereof, and such request having been made then from and after the end of said period and until such payment said member shall cease to be in good standing.

b. If dues or other amount owed by a new member remains unpaid for a period of thirty (30) days after acceptance into membership, the Board of Directors shall request by mail immediate payment thereof and such request having been made, said new member shall cease to be in good standing.

Section 4.

A member who is not in good standing shall after a period of sixty (60) days from original notice to come into good standing shall have their membership terminated. Members not in good standing shall not be appointed to any committee or elected to any office, or continue to hold any office of the organization.

Section 5.

No assessment(s) may be levied by the Board of Directors unless first authorized by a vote of the majority of the membership present at any regular, annual, or special meeting. Any vote for assessment must be preceded by a thirty (30) day notice to the membership. If any such assessment(s) are so authorized, any member electing to resign their membership rather than pay any assessment imposed shall incur no liability.

ARTICLE V

MEETINGS

Section 1. Annual Meeting.

An annual meeting of the members shall be held during the month of October for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the election of Directors is not held on the day designated herein for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as is convenient.

Section 2. Special Meetings.

Special meetings of the members may be called by the President, the Board of Directors, or not less than one-tenth of the members having voting rights, at a place designated by the Board of Directors. If no designation is made, the place of meeting shall be the principal office of the corporationorganization . in the Commonwealth of Massachusetts, but if all of the members shall meet at any time and place, either within or without the Commonwealth of Massachusetts, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

Section 3. Notice of Meetings.

Written or printed nNotice stating the place, day, and hour of any meeting of members shall be delivered either personally or by mail, communicated via email, website, social media, and/or postal mail to each member entitled to vote at such meetings, not less than seven, nor more than thirty (30) days before the date of such meeting, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting.

In case of a special meeting or when required by statute or by these By-Laws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporationorganization, with postage thereon prepaid.

Section 4. Informal Action by Members.

Any action required by law to be taken at a meeting of the members, or any action that may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members entitled to vote with respect to the subject matter thereof.

Section 5. Quorum.

As long as the notices for meetings were properly communicated as indicated above, the resulting number of members attending said meeting Members holding fifty percent (50%) of the votes that may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.

ARTICLE VI

BOARD OF DIRECTORS

Section 1. General Powers

The affairs of the corporationorganization shall be managed by its Board of Directors. Directors need not be residents of the Commonwealth of Massachusetts.

Section 2. Number, Tenure and Qualifications

The number of Directors, not to exceed nine (9) fifteen (15) and no less than nine (9), will be elected for a three-year term. Each year, three Directors one third of the Directorsshall be elected at the annual meeting of members, and the term of office of each Director shall continue for three (3) years until the next annual meeting of members and the election and qualification of his or her successor. It will take three election cycles to fully transition to this structure. For the election at the 2009 annual meeting, five (5) seats on the board will be elected; three (3) of those seats will be for a three (3) year term, two (2) of those seats will be for a two (2) year term. For the election at the 2010 annual meeting, four (4) seats on the board will be elected; three (3) of those seats will be for a three (3) year term, one (1) of those seats will be for a one (1) year term. For all elections beginning with the 2011 annual meeting, three (3) seats will be elected for three (3) year terms.

A board member shall serve no more than three (3) consecutive terms. Board members may be re-elected following a three year absence.

a. A Nominating Committee of three (3) not to exceed five (5)membersshall be appointed by the Executive Director DirectorCommittee.of the organization for each year in which elections for Directors will take place. The Nominating Committee shall actively seek qualified members to serve on the Board of Directors and submit names to be added to the final slate. Additionally, itsIts duties shall be to receive nominations from the membership of persons willing to serve. , if elected, on the Board of Directors, and to The Committee will then submit a slate of candidates at the annual meeting of the membership. A majority vote of active members in attendance at the annual meeting constitutes as an accepted and approved Board Director. , which, with nominations from the floor (personally I’m not fond of nominations from the floor) if any, shall be considered by the membership for election to office for the ensuing three-year term. If there are no nominations other than those recommended by the committee, a single ballot shall be cast by the Secretary for the slate. In the event nominations are made by the Membership the voting shall be by ballot. If the number of nominations does not exceed the number of vacancies, a single ballot shall be cast by the Secretary for the slate.

Section 3. Regular Meetings.

A regular meeting of the Board of Directors shall be held without any other notice than this By-Law immediately after, and at the same place as, the annual meeting of members. The Board of Directors may provide, by resolution, the time and place for holding additional regular meetings without other notice than such resolution. Additional Rregular meetings of the Board of Directors shall be held at the principal office of the organization. Regular meetings may also take place at a location outside of the principal office if by majority vote is approved by the Board in advance of the meeting. corporation in the absence of any designation in the resolution.

Section 4. Special Meetings.

Special meetings of the Board of Directors may be called by or at the request of the President or any two (2) Directors, and shall be held at the principal office of the corporationorganization or at such other place as the Directors may determine. Two thirds (2/3)A majority of all Directors in office need be in attendance to constitute a quorum for a Special Meeting or other Board of Directors meeting. .– I believe this is what the committee decided upon?

Section 5. Notice.

Notice of any special meeting of the Board of Directors shall be given at least two (2)business days previously thereto by email, written notice delivered personally, or verbally or sent by mail or telegram to each Director at his address as shown by the records of the corporationorganization . If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice is given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or bye these By-Laws.

Section 6. Quorum.

A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at any meeting, a majority of the Directors present may adjourn the meeting without further notice to any absent director.

Section 7. Board Decisions.

The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these By-Laws.

Section 8. Vacancies.

Any vacancy occurring in the Board of Directors and any Directorship to be filled by reason of an increase in the number of Directors, shall be filled by appointment by the Board of Directors. A director appointed to fill a vacancy shall serve for the unexpired term of his predecessor in office.

Section 9. Compensation.

Directors as such shall not receive any stated salaries for their services, but upon approval of the membership, a fixed sum and expenses of attendance, if any, may be allowed for attendance at any regular or special meeting of the Board. Nothing herein contained shall be construed to preclude a Director from serving the corporationorganization in any other capacity and receiving compensation therefore.

Section 10. Removal.

Any director elected by the membership or appointed by the Board may be removed by majority vote a two-thirds (2/3) vote of the Membership at a meeting called by the at a Board of Directors meeting, however the quorum for a removal meeting must be at least 2/3 of the current Board of Directors for the purpose of acting on such call for removal. The Board of Directors may call for a meeting accordance with Article V, Section 3 of these By-Laws:

a. Whenever, in its judgment, the best interests of the corporationorganization would be served thereby,

b. Upon written petition signed by three fourths (3/4) of the membership demanding such a meeting

Section 11. Resignation.

A Director may resign at any time by written notice to the Board, President, or Secretary.

ARTICLE VII

OFFICERS

Section 1. Officers.

The officers of the corporationorganization shall be a President, a Vice-President of Business Development, a Vice-President of Community Enhancement, a Clerk, a Treasurer, an Executive Director, and such other officers as may be elected in accordance with the provisions of this Article. The Board of Directors may elect or appoint such other officers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two (2) or more offices may be held by the same person, except the office of President and Treasurer. These officers, except the Executive Director, shall be elected annually by the Board of Directors from among their number.

Proposed Section 1. Officers.

The officers of the Board of Directors shall be a President, one or more Vice-Presidents, a Treasurer, and a Secretary, who shall be elected every two yearsannually by majority vote by the Board of Directors from among their members. All officers shall serve for two yearsone year or until their successors are elected. No person shall hold any office of President for more than three consecutive years. one (1) consecutive two (2) year term.A Board member may be re-elected to an officer role after a one year absence.

After the completion of his / her term of office as President, the person shall remain as a member of the Executive Committee for one year as an ex-officio member.

1. President - The President shall preside at the meeting of the Board of Directors; shall appoint the chairpersons of all committees and additionally appoint at least one committee member on each committee who is a member of the current board; shall be an ex-officio member of all such committees; shall sign such papers as required by his or her office or as instructed by the Board of Directors; shall make such reports and recommendations to the Board of Directors at any meeting, concerning the work and affairs of the ClubOrganization, which in his judgment are desirable for their information and guidance, may require such reports from the Treasurer, Secretary and Executive Director as in his / her judgment are necessary, and shall perform other duties incident to that office.

No person shall hold office of President for more than one (1) consecutive two (2) year term.