Bylaws of the Stonybrook Neighborhood Association
- Name and Purpose
- Steering Committee
- Officers and Duties
- Meeting of the Association
- Rules of Order
- Use of Association Name
Article 1: Name and Purpose
This organization shall be named the Stonybrook Neighborhood Association. The purpose of this Association shall be to maintain and improve the physical and environmental conditions, town services, social relations, and general quality of life in the neighborhood. The Association shall operate exclusively in furtherance of charitable and social purposes so as to qualify as a nonprofit charitable organization within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code subsequent amendments. This organization fully adopts all measures and votes previously taken or enacted by the neighborhood organization in Jamaica Plain, Massachusetts known and operating as the “Stonybrook Neighborhood Association” since approximately 1992.
Article 2: Area
The Stonybrook Neighborhood Association shall cover the following streets in the following geographic area: Brookley, Rossmore, Williams, Gartland, Kenton, Meehan, Shurland, Dungarven, Stonley, Stedman, Plainfield, Lotus, Burnett and neighboring portions of Forest Hills Street and Washington Street. (See attached map)
Article 3: Membership
Eligible members shall consist of any person over 16 years of age who resides in or who owns residential property within the Stonybrook Neighborhood Association's boundaries. Dues and other fees, if any, shall be established by the Association. Members in good standing (hereinafter referred to as "member") shall be those who have paid their dues and other fees for the current year and who have attended at least two (2) meetings of the Association (one of which may be the meeting at which a member is present) within the prior twelve month period. Only members in good standing shall be eligible to be an Officer of the Association or to vote at any meeting or election.
There shall also be Associate Members who will be non-voting but must pay dues and other fees, if any, for individuals who own or operate businesses in or near the Association's boundaries.
Section 4.1: Powers and Number
Except as reserved to the members by these bylaws or the Articles of Organization (if any), the Steering Committee shall be the administering body of this Association and shall manage the Association's affairs, collect its dues, control the disbursement of its funds and implement the decisions made by the Association. The Steering Committee shall consist of all the elected Officers. If a vacancy or vacancies shall occur, for any reason, in the membership of the Steering Committee, the remaining Officers may elect a successor or successors, subject to approval of the membership at the next meeting of the members .
Section 4.2: Meetings
Special meetings of the Steering Committee may be held at any time upon the call of a Co-Chair, or of any two Officers, by notice specifying the purpose of the meeting with said notice posted, mailed, e-mailed or otherwise adequately communicated to each Officer not less than two days before the meeting.
Section 4.3: Quorum and Voting
A quorum for meetings of the Steering Committee shall be at least half of its members. Decisions of the Steering Committee will be made by a majority vote of the quorum present.
Section 4.4: Action Without Meeting
Any action required or permitted to be taken at any meeting of the Steering Committee may be taken without a meeting if prior to such action a verbal or written consent thereto is obtained from a majority of members of the Steering Committee and such written consent is filed with the minutes of proceedings of the Steering Committee.
Section 4.5: Committees
The Steering Committee may establish committees that shall have and exercise such powers as shall be conferred or authorized by the resolution appointing them. Membership on committees shall be open to all interested members. All meetings of committees shall be open to any interested member of the Association. However, only committee members shall be able to vote. In advance of formation of all committees, adequate notice shall be given to the full membership of the opportunity to join a committee. Any committee shall be composed of at least 3 persons, all of whom shall be members of the Association. The chair of a committee shall be selected by the committee. In the absence of sufficient volunteers, the Co-Chairs, with approval of the Steering Committee, will appoint members to committees. Any member with the approval of the Steering Committee may request that a committee be established. The Steering Committee shall have power at any time to fill vacancies in, change the membership of, or discharge any such committee.
At the meeting occurring two meetings prior to the annual meeting, the Association shall vote on whether or not there is a need for a nominating committee in order to effectuate the upcoming annual election of officers. If so determined, the nominating committee shall be composed of at least 3 persons and not more than 5 persons, all of whom shall be members of the Association. No person who wishes to run for any Officer position shall be a member of such nominating committee.
Article 5: Officers
Section 5.1: Officers and Duties
The elected Officers of this Association shall be: two (2) Co-Chairs, and three Officers. The membership shall elect the Officers at the Association's Annual Meeting or some other dates set by the Steering Committee. The duties of the Officers, except as limited by these by-laws, shall be as follows:
Co-Chairs: The Co-Chairs shall preside at all meetings of the Association, shall preside at all meetings of the Steering Committee and shall generally execute the policies of the Association and duties that are delegated by the Steering Committee from time to time. The Co-Chairs shall insure that all provisions of the By-Laws are observed in conducting the affairs of the Association.
General: The Steering Committee shall make reasonably available to all members, the Association’s meeting minutes, current by-laws and any other current operating policies as established from time to time by the Association and/or the Steering Committee.
Other Officer Duties: The Steering Committee, as soon as may be practicable after its election in each year, may appoint a Clerk and a Treasurer or Communications Officer as it may deem proper. The Treasurer, Clerk, Communications Officer and any other officer shall be chosen from among the Officers of the Steering Committee.
Treasurer: The Treasurer shall be in charge of the funds of the Association, shall conduct its banking business and audit all accounts, and shall report the financial affairs of the Association as necessary at any meeting.
Clerk: The Clerk shall have charge of all papers, keep such records (including membership records), make such reports, and perform such duties as are implicit in that office and as directed by the Co-Chairs or Steering Committee. The Clerk shall be responsible for taking minutes at meetings and making them available to members in a manner the Steering Committee deems appropriate.
Communications Officer: The Communications Officer shall be responsible for facilitating effective communication for the Association. In particular, the Communications Officer shall be responsible for ensuring that official notices of the Association are distributed to members in a timely manner using whatever means is deemed appropriate.
The Treasurer and Clerk and Communications Officer shall perform such duties and have such powers additional to the foregoing as the Steering Committee may designate.
Section 5.2: Term of Office
The term of office of an Officer elected at the annual meeting of the members shall be two (2) years, provided, however, that he/she shall hold his/her office until his/her successor shall be elected and qualified. The terms of the two Co-Chairs shall be staggered.. An Officer or Officer elected by the members at other than the annual meeting of members, or elected by the Steering Committee, shall hold office until the next annual meeting of the members and the election and qualification of his/her successor.
Section 5.3: Election of Officers
Elections shall be held at the annual meeting of the Association. If one has been established as provided in Article 4.5, the Nominating Committee shall make known and publicize its nominations of Officers to the membership at least four weeks prior to the annual meeting by mailing or emailing or otherwise adequately communicating a list of its nomination to all members. Other candidates may be nominated from the floor by another member but must be seconded by a second member, and must be a member in good standing and present. A member must be present at the election to vote. In case of resignation or other vacancy of an Officer position, the Steering Committee may elect by a majority vote a member in good standing to fill such vacancy to serve only until confirmed by the membership at the next meeting of the Association; if so confirmed by the membership, that member shall serve for the unexpired term.
Section 5.4: Conflict of Interest
Any Officer with a direct and material commercial interest in a matter under consideration by the Association will recuse themselves from voting on that matter.
Section 5.5: Resignation
Any Officer may resign at any time by delivering his/her resignation to a Co-Chair. Such resignation shall be effective at the time or upon the happening of the condition, if any, specified therein or, if no such time or condition shall be specified, upon its receipt.
Section 5.6: Removal
Officers may be removed from office with cause by the Steering Committee upon the affirmative vote of a majority of the Steering Committee or with cause by the members upon the affirmative vote of a majority two-thirds vote at a meeting called at least in part for the purpose of considering removal of an Officer. Removal may be effected with cause only after reasonable notice, of not less than two weeks, to each Officer proposed to be removed and the opportunity to be heard by the body proposing removal. For purposes of this section, “cause” shall include but not be limited to theft from the Association, continual non-performance of duties, intentional violation of the bylaws or criminal activity.
Article 6: Meetings of the Association
Section 6.l: Meetings
Meetings of this Association shall be held at least three times during the year. One of the meetings may be the annual meeting that shall be held on or about the third Monday of October of each year. Regular meetings shall be held at such times as the members shall fix by majority vote at the annual meeting, if any, and otherwise by the Steering Committee.
Elections of Officers shall be held at the annual meeting of the Association. However, upon a majority vote of the quorum present, such election may be rescheduled to a special meeting of the members to be held as soon as possible thereafter. At all meetings of the Association there shall be an opportunity provided to any member to raise any issue.
Section 6.2: Special Meetings
Special meetings may be held at any time upon the call of l) a Co-Chair, 2) or of any two Officers, or 3) the lesser of: 15 members in good standing; or 25% of the members of the Association in good standing. Notice of any special meetings shall be given in the same manner as provided in Section 6.3 of these bylaws.
Section 6.3: Notice and Location of Meetings
Notice of the place, date and hour, and specifying the purpose of every meeting of the members shall be posted, mailed, e-mailed or otherwise reasonably calculated to reach all members not less than seven days before the meeting. Notwithstanding the foregoing, notice of the annual meeting or of any adjourned meeting thereof for the election of Officers shall be of not less than four weeks notice. The Association shall use reasonable efforts to include any meeting notices in a newspaper covering the Association area. All meetings of the members shall be held in Jamaica Plain, and preferably in a location in or close to the Association's boundaries.
Section 6.4: Quorum and Voting
A quorum for the transaction of business shall be the members in good standing present.
Unless otherwise provided herein, decisions of the Association will be made by a majority vote.
Article 7: Rules of Order
All meetings of the Association, Steering Committee and committees shall be governed by the most recent edition of Roberts Rules of Order. If these bylaws conflict with Roberts Rules of Order, then the bylaw shall prevail. At all meetings of the Association, the Steering Committee shall make all reasonable efforts to achieve consensus of the members in good standing present prior to accepting a motion to call a vote on any issue except for the election of Officers.
Article 8: Amendments
These bylaws may only be amended by a two-thirds vote of the members present at two consecutive Association meetings and voting with a quorum being present. No amendment shall be voted upon without at least four weeks notice in writing mailed, emailed or otherwise reasonably communicated to the members.
Article 9: Use of Association name
No person or Officer shall use the name or membership list of the Association for other than strictly Association purposes without authorization of the Steering Committee. No person shall speak publicly in the name of the Association without authorization of the Steering Committee. Under no circumstances may the name of the Association be used in any endorsement of a political candidate or party.
Article 10: Dissolution
Unless required otherwise by any law, the Association may be disbanded by a two-thirds vote of a quorum present at an Association meeting with specific notice to the membership that such issue will be considered. Said notice shall be sent at least four weeks in advance and in accordance with Article 6. If the Association is disbanded, any assets of the Association shall be donated to a charitable entity.