Ashmont Hill Association, Inc. Bylaws, 2004

Article I - Name, Organization, Purpose and Place of Business

Section 1.1 Name

The name of this organization shall be the Ashmont Hill Association, Inc. (hereinafter referred to in these bylaws as the "Association").

Section 1.2. Organization and Purpose

The Ashmont Hill Association is incorporated in the Commonwealth of Massachusetts.
Established in 1970 and incorporated in 1999.
The Association's general purpose is to improve the quality of life on and around Ashmont Hill, to foster a strong sense of community among all residents and provide a forum for dealing with issues of interest and concern to the neighborhood. The principal office of the corporation shall be in Dorchester, Massachusetts, with other places of business as the Board of Directors deems necessary.

Article II - Members

Section 2.1. Eligibility

Any person eighteen years of age or older whose principal residence, whether owned or rented, is located in that section of Dorchester, Massachusetts, known as Ashmont Hill-- generally described as bounded by Talbot Avenue, Ashmont Street, Washington Street, and Brent Street, and including Carmela Lane and parts of Burt Street -- is eligible to become a member of the Association. Membership in the Association shall be available without regard to race, color, religion, gender, national or ethnic origin, disability, or sexual orientation.

Section 2.2. Membership

Any eligible resident may become a member by submitting a letter or enrollment form to the Board of Directors. Membership will be for the period from the annual meeting until the next annual meeting. Enrollment shall automatically renew unless a member moves out of the Ashmont Hill area defined in Section 2.1 or submits a letter of resignation. Although everyone eligible for membership may participate in all meetings, events and functions held by the Association, only members may vote at Association meetings.

Section 2.3. Powers of Member

As described in these bylaws, members shall elect the Board of Directors, may call special meetings, remove a Director, amend the bylaws and dissolve the corporation.

Article III - Meetings and Voting

Section 3.1. Annual Meeting

The annual meeting of the Association shall be held in October, at which time the members shall elect a Board of Directors. If the annual meeting is not held in October, a special meeting in lieu of the annual meeting may be held, with the same force and effect as the annual meeting.

Section 3.2. Regular and Special Meetings

The Board of Directors shall schedule regular meetings of the Association. Special meetings of the members may be called by the President or by the Board of Directors. A special meeting may also be called upon written application signed by at least 10 members and submitted to the Clerk, or in the case of absence, incapacity or refusal of the Clerk, to any other officer. Upon receipt of the written application, the President shall call a meeting within a reasonable time. At any special meeting, only business announced in the notice of such meeting may be transacted.

Section 3.3. Notice of Meetings

The Association shall publish a periodic newsletter for the regular dissemination of information and required announcements to the members. Notice of each regular meeting of the Association, stating the date, place, hour and the purposes shall be published in the issue of the newsletter preceding the meeting, which shall be distributed throughout the Ashmont Hill neighborhood. Notice of special meetings will be made using available means, attempting to make the meeting as widely known as possible.

Section 3.4. Quorum and Voting

At meetings of the Association, twenty (20) members shall constitute a quorum for the transaction of business. Except as otherwise provided by law or the Articles of Organization, at all meetings a member may vote only in person; voting by proxy shall not be allowed. Voting on all matters shall be by voice vote unless voting by ballot is requested by a majority of the members present. The outcome of any vote shall be determined by a majority vote of the members present, except as specified in these bylaws.

Article IV - Directors

Section 4.1. Powers

Except as otherwise provided by law, the Articles of Organization or these Bylaws, the business and affairs of the Association shall be managed by a Board of Directors that may exercise all the powers of the corporation.

Section 4.2. Number, Election and Term of Office

The Board of Directors shall consist of not less than three nor more than fifteen directors, who must be members of the Association. Directors' terms shall run from the first board meeting following their election to the first board meeting following the next Annual Meeting or special meeting in lieu of the Annual Meeting. No director shall hold office for more than four consecutive terms. The limitation on the number of consecutive terms served by a director may be waived, when such a waiver is considered critical to the effective functioning of the Board of Directors and its purposes and goals, and when the director is willing to run for reelection. A waiver of term limitation requires a majority vote of the serving directors.

Section 4.3. Nominating Process

The Board of Directors shall begin soliciting nominations for Directors three months before the Annual Meeting. A good faith effort shall be made to solicit candidates who represent a cross-section of the Ashmont Hill community. A member may nominate him or herself and/or any other member, and requests for nominations will be placed in the publications of the Association. Nominations will be made at the meeting preceding the Annual Meeting; no one may be nominated who has not agreed to run for election and serve as a Director.

Section 4.4. Meetings

The Board of Directors shall hold regular meetings. At the first meeting after the Annual Meeting of the Association, new board members shall elect officers. The Board shall determine the schedule of meetings, and any director not present shall be notified of the schedule.

Section 4.5. Quorum and Voting

At all meetings of the Board of Directors, a majority of the directors then in office shall constitute a quorum. At any meeting of the Board of Directors at which a quorum is present, the vote of a majority of the directors present shall decide any matter except as otherwise provided by law, the Articles of Organization or these Bylaws. By prior arrangement, a Director may participate in any Board meeting via conference call or equivalent technology and shall be counted as present for purposes of quorum and voting.

Section 4.6. Removal

A Director may be removed for adequate reason by a two-thirds vote of the Directors then in office, excluding the Director being considered for removal, in which case the Director may be removed only after reasonable notice and opportunity to be heard before the Board of Directors. A Director may also be removed for adequate reason by a two-thirds vote of the members present at a regular or special meeting of the Association, in which case the Director may be removed only after reasonable notice and opportunity to be heard at a meeting of the members.

Section 4.7. Resignations & Vacancies

A Director may resign by delivering his/her resignation to the President, Clerk, or at a meeting of the Board of Directors. Such resignation shall be effective upon such delivery (unless specified to be effective at some other time). In the event of a vacancy in the Board of Directors, the remaining directors, by majority vote, may elect a director to fill such vacancy and may exercise the powers of the full Board of Directors until the vacancy is filled.

Section 4.8. Compensation of Directors

Directors may be paid such reasonable compensation for services performed other than in the ordinary course of their service as Directors as the Board of Directors may from time to time determine. Upon reasonable substantiation of any expenses incurred by a director, directly for or on behalf of the corporation, such director shall be promptly reimbursed. Each director shall comply with such requirements for, and limitations on, reimbursement as the Board of Directors may establish.

Article V - Officers

Section 5.1. Officers

Officers of the Association must be members of the Board of Directors. The officers of the Association shall consist of a President, a Treasurer, a Clerk, and such other officers with such other titles as the Board of Directors may determine. Any two or more offices may be held by the same person, except that the Clerk shall not also serve as President or Treasurer.

Section 5.2. Election and Term of Office

Except for the initial officers and except as provided in Section 5.7, the President, Treasurer and Clerk shall be elected by the Board of Directors at their first meeting following the Annual Meeting of the Association, and shall hold office until their successor is elected, or until he/she resigns or is removed, if earlier. Other officers may be chosen by the Board of Directors at any meeting and shall hold office for such period as the Board of Directors may prescribe.

Section 5.3. President

The President shall have the general control and management of the Association's business and affairs and shall preside at all meetings of the Board of Directors. No person shall serve as President for more than two consecutive terms.

Section 5.4. Vice Presidents

The Vice President(s) shall perform the duties of the President on behalf of the Association as may be respectively assigned from time to time by the Board of Directors or the President. The Board of Directors may designate a Vice President as the Executive Vice President, and, in the absence or inability of the President to act, the Executive Vice President shall have and possess all of the powers and discharge all of the duties of the President, subject to the control of the Board of Directors.

Section 5.5. Treasurer and Assistant Treasurer

The Treasurer shall be the principal financial officer of the Association and shall have custody and control over all funds and assets of the Association. He/she shall maintain full and adequate accounts of all moneys received and paid by the Association, shall make available periodic financial statements, including year-end financial results, to the Board of Directors and members, and shall perform other duties of the office as the Board of Directors and the President may designate and as required by law. Any Assistant Treasurer shall perform those duties of the Treasurer and such other duties as the Board of Directors, the President or the Treasurer may designate.

Section 5.6. Clerk and Assistant Clerk

The Clerk shall be the principal recording officer of the corporation. The Clerk shall record all proceedings of the members and of the Board of Directors, maintain the membership list and perform other duties of the office required by law. Any Assistant Clerk shall perform those duties of the Clerk and such other duties as the Board of Directors, the President or the Clerk may designate. In the absence of the Clerk or any Assistant Clerk from any meeting of the members or the Board of Directors, a temporary Clerk designated by the person presiding at the meeting shall perform the duties of the Clerk.

Section 5.7. Removal

An officer may be removed for adequate reason by a two-thirds vote of the Directors then in office, excluding the officer being considered for removal, in which case the officer may be removed only after reasonable notice and opportunity to be heard before the Board of Directors.

Section 5.8.Resignations & Vacancies

Any officer may resign by delivering his/her resignation to the President, Clerk, or at a meeting of the Board of Directors. Such resignation shall be effective upon such delivery (unless specified to be effective at some other time). In the event of a vacancy in any office, the Board of Directors may fill such vacancy and may leave unfilled any offices other than those of President, Treasurer and Clerk. Any person appointed to fill a vacancy shall hold office for remainder of the unexpired term.

Article VI - Committees

Section 6.1. Committees

Section 6.2. Finance Committee

There shall be a Finance Committee which shall consist of no fewer than four members, at least one of whom is not a current Director, including the President, the Treasurer, and the Assistant Treasurer (if any), and such additional members as the Board of Directors shall appoint. The committee shall meet at least twice a year, and the Treasurer shall chair the committee. The Finance Committee shall prepare a fiscal year budget and present it to the Board of Directors for approval, review the financial records and internal control procedures of the corporation, and supervise the preparation of the corporation's financial statements. The Finance Committee may recommend the appointment and/or replacement of independent accountants for the corporation.

Article VII - Administration

Section 7.1. Fiscal Year

The fiscal year of the corporation shall be the twelve months ending December 31 of each year.

Section 7.2. Policies and Procedures

The Board of Directors may establish policies and procedures that are consistent with these bylaws.

Section 7.3. Conflict of Interest

No transaction of the Association shall be affected by the fact that a member, director or officer of the Association has an interest in the transaction, provided that the nature and extent of his or her interest is disclosed prior to the Board's authorizing any contract or agreement. A Director who has an interest in a transaction shall not be counted in a quorum and shall not vote on the authorization of any such contract or other transaction. Any such contract or other transaction may be authorized or approved by a majority of the directors then in office who are not disqualified by this Section 7.3 to vote on such matters, even though the disinterested directors do not constitute a quorum.

Section 7.4. Indemnification

Officers, Directors, members and authorized employees of the Association shall be indemnified against claims for liability arising in connection with their positions or activities on behalf of the Association to the full extent permitted by law.

Article VIII - Amendments

Section 8.1. Amending the bylaws

These By-laws may be amended or repealed, in whole or in part, by either (a) vote of a majority of the directors then in office followed by a majority vote of members present at a meeting, or (b) by a two-thirds vote of the members present at a meeting. Reasonable prior notice, appropriate to the extent and importance of the proposed amendment, will be given to the members to allow time for deliberation.

Article IX - Dissolution

Section 9.1. Dissolving the Corporation

Section 9.1. If the members determine that the Association is no longer usefully serving the purpose for which it is organized, they may, by two-thirds votes of the members present at two successive meetings, authorize a petition for the dissolution of the corporation to be filed in the Supreme Judicial Court of the Commonwealth of Massachusetts. The Board of Directors shall make a good-faith effort to notify members of these meetings. The petition shall request the court to authorize the administration of the funds of the corporation for payment of any outstanding liabilities the Association may have and the remainder of such funds to be used for such public charitable purposes similar to those of the corporation as the court may determine. The provisions of this Article shall constitute the sole method for the voluntary dissolution of the corporation.

Article X - Nondiscrimination

Section 10.1. Nondiscrimination Policy

It shall be the policy of the corporation not to discriminate in membership, in the election of directors and officers or in the hiring of employees, on the basis of race, color, religion, gender, national or ethnic origin, disability, or sexual orientation. All directors, officers and employees of the corporation shall be required to implement this policy.aturday - Sept. 8th
more details to come...