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Article 1 NAME Section 1: The name of the association shall be The West Island Improvement Association, Incorporated. Section 2: The principal office of the association shall be 41 Causeway Road, Fairhaven Ma 02719 Section 3: The association shall be a non-profit membership corporation. It shall have no capital stock and no part of its income shall accrue to any member. Section 4:The fiscal year of the association shall be from January 1 to the following December 31. Article 2 PURPOSE The purpose of the association shall be to promote the improvement and welfare of West Island; to maintain an organization for civic, educational, social, and recreational activities; to provide therefore a meeting place; and to assist every way possible in the realization of these objectives. Article 3 Executive Board Section 1: The Association shall be governed by an executive board composed of association members, elected by association members, which shall be composed of the following: Not less than 8 and no more than 14 Board of Directors, 1 president, 1 vice president, 1 treasurer, 1 secretary, and 1 clerk all serving terms of two years. The immediate past president will serve as an officer for a term of one year.The executive board may fill vacancies from the membership by simple majority vote. Section 2: Elections A. The executive board shall be elected every two years. B. Nomination filing will be accepted until June 30th of the election year. C. The list of nominees shall be posted at the association hall at least 10 days prior to the July election meeting. D. The election of the executive board shall be by secret ballot during the July meeting of an election year. Article 4 Duties of the Executive Board Section 1: It shall be the duty of the Executive Board to carry out the purpose of the association as set forth in Article 2. The Executive Board may authorize a major expenditure of up to one thousand dollars per year without the authorization of the membership at a general or special meeting, except in emergency situations which require larger amounts. The Executive Board will set the fees and conditions for rental of the hall. If an Executive Board member wishes to resign from office, a signed resignation letter should be delivered to the Executive Board. Section 2: Officers The officers of the board shall be: President, Vice-President, Treasurer, Secretary, and Clerk. The President shall conduct all meetings of the Association and Executive Board according to Roberts Rules of Order: shall be an ex-officio member of all committees, chair the budget committee, and shall appoint committees and perform the duties of the office. The Vice-President shall conduct all meetings in the absence of the President and assume those duties as required. The Treasurer shall keep accurate and true accounts of Association receipts and expenditures and shall report them each month to the board of approval. The Treasurer may be authorized by the board to pay recurring monthly bills. One authorized signature (either the current president or treasurer) shall be required on all checks. The Treasurer shall present the Association accounts for an annual audit to be made by a qualified accountant selected by the board. The Secretary shall take the minutes of the meeting of the board and of the membership and shall read and present them for approval; shall write such correspondence and newsletters as the board may authorize. The Clerk will keep the membership list accurate and up to date, and inform the Executive Board and the membership of all meetings when necessary. Section 3: Board of Directors The Board of Directors of the Association shall represent the membership at each executive board meeting. They shall keep themselves informed of the concerns of the membership and other West Island residents. Directors who are absent from three consecutive board meetings, unless excused, may be removed from the board. The Directors are responsible for making the policies and rules governing the functioning activities of the Association. These decisions shall be recorded in the minutes of the meetings through motions passed by a simple majority except as otherwise provided in the by-laws. Any director may sit on any committee and shall report back to the Board. Article 5 Committees The President shall appoint the following standing committees. 1. Budget: The duty of the committee shall be to prepare for the Board approval, prior to submission at an Association meeting, a budget composed of at least the following: A. Operation: The operation section of the shall include estimates of fuel and utility expense, cost of repairs to buildings and equipment, and cost of supplies. B. Capital Outlay: The Capital Outlay section shall include the cost of such improvements to buildings or purchases of equipment as appears desirable or necessary; this section shall be based upon the reports of the Building Committee. C. Income & Expense: Itemized income and expense report of all Association activities as set forth in Article 2. 2. Fundraising: To prepare a schedule of money-raising events. The committee will locate and appoint volunteers to chair these functions, who will select their own committees. The Fundraising Committee shall report at each board meeting. 3. Social/Recreational:To plan and organize social and recreational events for the benefit of the membership. Not necessarily to raise funds for the association. 4. Building/Grounds: To be responsible for maintaining, repairing, and improving the buildings, grounds, and equipment owned by the association, and to work with the Budget Committee in preparation of< Capital Outlay, of the annual budget. 5. Island Issues and Island Safety: A. A majority voice of the association. B. To act as a liaison to local and state government agencies in communicating the majority's interest in current and purposed issues on West Island and surrounding waters. C. To act as a liaison to local and state agencies regarding the majority's interest on increasing safety on West Island and surrounding waters. D. To present to the association, current issues concerning island residents, and to present alternatives to the association. E. To present to outside agencies the desires of the majority and alternatives voted upon by the association and executive board. Article 6 Meetings Section 1 A. The entire membership of the association shall meet during the months of May through September. B. Meetings of the Executive Board may be held each month throughout the year, as needed. C. The actual time and dates of Executive Board meetings are to be decided by the Executive Board. Not less than one (1) months notice of the date shall be given to all executive board members. D. One (1) months notice must be given to the association members of the first membership meeting of the year (May). All business matters and issues deemed necessary will be considered and acted upon at these meetings. The Association will meet during the September meeting to specifically present the Association budget for the coming year. Section 2 Special meetings of the Association Definition of Special Meeting: A special meeting consists of an issue(s) that must be addressed prior to the next scheduled Association meeting. There are two ways to call a special meeting: How to call a special meeting #1: 1. The president must contact all board members to inform them of the intention and reason for such a meeting and, 2. The president must contact all board members and request approval/rejection of a special meeting by simple majority vote and, 3. Membership must be given no less than 10 days written notice of the intended special meeting. How to call a special meeting #2": 1. On the request (in writing and signed) to the board, by no less than 10 non-board members, stating the intent of said meeting. 2. The membership must be given no less than 10 days written notice of said meeting. Section 3 Emergency meetings of the Executive Board Definition of Emergency Meetings An emergency meeting is: A. Personal property or life may be endangered due to natural or man made circumstances, or B. Existing association property is directly affected, or C. Outside agencies or government have imposed deadlines for applications prior to next scheduled meeting. There are two ways to call an emergency meeting: How to call an emergency meeting #1: 1. The president shall contact all board members stating the intent and reason for such meeting no less than 24 hours prior to the meeting. 2. The president must contact all board members and request approval/rejection of said meeting by simple majority vote. How to call an emergency meeting #2: 1. By not less than 1/2 of the executive board presenting clear intent for such meeting to the president, where upon the full executive board must be given no less than 24 hours notice of said meeting by the president of the association. Section 4 Nineteen (19) voting members shall constitute a quorum. Section 5 The Executive Board shall meet regularly on the second Wednesday of each month. The date of the regular meetings may be changed at the discretion of the board, by simple majority vote. Section 6 A quorum at Executive Board meetings shall be six (6) members Article 7 Membership Section 1 Property owners and their families, or residents and their families, may become members on payment of dues. The association will only accept payment of one year's dues per membership year as outlined in Article 7, Section 3. Section 2 Membership(s) are in two categories: A. Voting members i. Family membership: two adult persons for each family. ii. Individual membership: any adult person. B. Associate members i. Non-voting members of a voting member's family. ii. Upon an associate members 18th birthday they may become a voting member, if they wish to do so by joining the association as an individual member. ** Voting and associate members are entitled to attend Association meetings, functions, and events. Section 3 The membership year shall be from June 1 to the following May 31. The dues shall be determined by the Executive Board by simple majority vote. Section 4 Association membership shall terminate upon failure to pay annual dues to the Treasurer by the date of the July meeting, or upon written resignation. Section 5 In order for an association member to vote in an election year, their dues must be paid in full by the July election meeting. Article 8 Amendments Section 1 These by-laws may be amended at any time at a meeting of the Association. Proposed revisions to the by-laws shall be mailed to the membership at least 30 days prior to the meeting at which the by-law shall be presented. A two thirds (2/3) vote of voting members present is necessary to approve revisions of the by-laws. These by-laws supersede all previous by-laws.
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