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BYLAWS OF THE HIGH STREET HILL ASSOCIATION
(Final draft: April 15, 2008)
The name of this organization shall be the High Street Hill Association (“HSHA” or the “Association”).
II. PURPOSES AND POWERS
The principal purpose of the Association shall be to foster and promote the common interests of the residents and property owners of the High Street Hill neighborhood (the “Neighborhood”), the boundaries of which shall be coterminous with Brookline’s Pill Hill Local Historic District. The Association is organized and shall be operated exclusively for the promotion of social welfare within the meaning of section 501(c)(4) of the Internal Revenue Code of 1986, as amended (the “Code”). The purposes of the Association include, but are not limited to, the following:
1. To promote the common good and general welfare of the residents of the Neighborhood, including without limitation by bringing about civic betterments and social improvements within the Neighborhood; and
2. To engage in any lawful act or activity in furtherance of the foregoing and in furtherance of the social welfare purposes of the Association.
All powers of the Association shall be exercised only in such manner as will assure the operation of the Association exclusively for said purposes, it being the intention that the Association shall be exempt from federal income tax under section 501(a) of the Code as an organization described in section 501(c)(4), and all purposes and powers herein shall be interpreted and exercised consistent with this intention.
The membership of the Association shall be open to and consist of all property owners and residents of the Neighborhood area who meet the qualifications for membership hereinafter described. Membership in good standing in the Association, including voting rights, shall be restricted to those property owners and residents of the Neighborhood who are current in payment of their annual membership dues.
A single membership shall consist of a person or group of people 18 years of age or older residing in a single dwelling unit within the Neighborhood. Each individual membership of the Association shall be entitled to cast one vote in all matters affecting the Association.
Annual dues shall be assessed at a sum to be recommended by the Executive Board and approved at the Annual meeting by a majority of the members present. Notice of dues payment shall be placed in the edition of the HSHA newsletter immediately prior to the Annual Meeting.
The Annual Meeting of the Association, for the election of officers and transaction of other business, shall be held in the Spring of each year at such time and at such place as the Executive Board shall direct. Other meetings may be called at the discretion of the Executive Board or upon the written request to the Executive Board of ten (10) members of the Association.
4. Notices of Meetings.
Notices of all meetings of the general membership of the Association shall be published in the HSHNA newsletter preceding the date of the meeting.
5. Quorum and Voting.
Twenty (20) members of the Association shall constitute a quorum for the transaction of business by the Association, and a majority vote of those represented in person at any meeting duly called shall be necessary to carry any vote, unless otherwise prescribed in these Bylaws.
IV. OFFICERS AND DIRECTORS
1. Number and Duties of the Executive Board.
There shall be elected by the members from their number a President, Vice-President, Secretary, Treasurer, and seven Directors. Such Officers and Directors shall comprise the Executive Board which shall be charged with the determination and administration of the policies of the Association consistent with the purposes stated herein.
The Executive Board shall be vested with all of the powers of the Association, shall fill all vacancies in the Officers and Directors for any unexpired term of such vacancies, and shall have charge of the general administration, management and functions of the Association, and shall make such rules and regulations not inconsistent with these Bylaws as it may deem proper. The Executive Board shall have power to appoint members of standing and special committees. The Executive Board shall present a budget at the commencement of each fiscal year.
The Officers in the intervals between the meetings of the Executive Board may transact the general business of the Association and perform all of the administrative functions of the Executive Board except those prohibited to the Officers by law and except that the Officers may not amend these Bylaws or elect Directors.
The Executive Board shall, furthermore, have the right to make the final determination in respect to any dispute or disagreement concerning rights or obligations set forth in these Bylaws or concerning the interpretation to be given to any provision thereof.
2. Duties of the Officers
The duties of the officers of the Association shall be as follows:
(a) PRESIDENT: The President shall preside at all meetings of the Association and the Executive Board. Subject to the approval of the Executive Board, the President shall appoint the officers and members of standing and special committees of the Association. The President shall supervise the activities of the Association and perform all other duties incidental to his/her office.
(b) VICE-PRESIDENT: The Vice-President shall supervise the activities of the standing committees and perform such other duties as may be assigned from time to time by the President subject to the approval of the Executive Board. At the request of, or in the absence or disability of the President, the Vice-President shall exercise and perform the duties of the President until the next following meeting of the Executive Board, at which time they shall designate an acting President.
(c) SECRETARY: The Secretary shall be the custodian and keep records of all proceedings of the Association and of the Executive Board and of such other matters as shall be deemed advisable by the Association or by the Executive Board. The Secretary shall attend to the serving of all notices required to be served either by law or by these Bylaws.
(d) TREASURER: The Treasurer shall have the care and custody of all funds of the Association and shall collect and pay out the same when and as directed by the Executive Board. The Treasurer shall deposit the Association funds in such depositories as may be designated by the Executive Board. The Treasurer shall not spend money except in accordance with the budget or the specific approval of the Executive Board. The Treasurer shall keep in books and/or electronic documents provided for that purpose accounts showing all receipts and disbursements, which books and/or electronic documents shall be open to the inspection of the financial condition of the Association whenever requested by the Executive Board and shall make a final report at the Annual Meeting of the Association.
3. Election of Officers and Directors.
The Officers and Directors shall be elected at the Annual Meeting and shall hold office for the term of two (2) years from the date of election or until their successors are duly elected and qualified. Terms of the Officers and Directors shall be rotated in the following manner, with such rotation commencing with their election at the 2008 Annual Meeting: 2008-2010 term (Vice-President, Treasurer, and four (4) Directors); 2009-2011 term (President, Secretary, and three Directors). Any vacancy in the Executive Board during the year shall be filled by the Executive Board, with said new Officer or Director serving out the term of the outgoing board member.
4. Meetings of the Executive Board.
The Executive Board shall meet at least quarterly, at such times and in such places as the President shall designate. Notices of an Executive Board meeting may be by telephone or regular mail, on in any other manner deemed appropriate by the President, and shall be given at least 48 hours prior to the meeting. Four members of the Executive Board shall constitute a quorum.
5. Indemnification of Officers and Directors.
The Association shall, to the extent permitted by law and only to the extent that the status of the Association as exempt from federal tax under section 501(c)(4) of the Code is not affected thereby, indemnify each person who may serve or who has served at any time as a Director or Officer of the Association against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon such person in connection with any proceeding in which he/she may become involved by reason of his/her serving or having served in such capacity (other than a proceeding voluntarily initiated by such person unless he/she is successful on the merits, the proceeding was authorized by a majority of the full Board or the proceeding seeks a declaratory judgment regarding his/her own conduct); provided that no indemnification shall be provided for any such person with respect to any matter as to which he/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.
Such indemnification may, to the extent authorized by the Association, 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/she shall be adjudicated to be not entitled to indemnification under this article, which undertaking may be accepted without regard to the financial ability of such person to make repayment. The payment of any such indemnification shall be conclusively deemed authorized by the Association under this article, and each Director and Officer of the Association approving such payment shall be wholly protected, if:
(i) the payment has been approved or ratified (1) by a majority vote of a quorum of the Executive Board consisting of persons who are not at that time parties to the proceeding, (2) by a majority vote of a committee of two or more Directors who are not at that time parties to the proceeding and are selected for this purpose by the full Executive Board (in which selection Directors who are parties may participate), (3) by a majority vote of a quorum of the Membership entitled to vote for Directors and Officers, voting as a single class, which quorum shall consist of Members who are not at that time parties to the proceeding; 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 Executive Board or in the manner specified in clauses (1), (2) or (3) of subparagraph (i).
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 foregoing right of indemnification shall be in addition to and not exclusive of any other rights to which such Director or Officer or other person may be entitled under any agreement or pursuant to any action taken by the Directors or Members of the Association or otherwise.
At least sixty (60) days before the Annual Meeting the President shall appoint a Nominating Committee of three (3) members of the Executive Board, none of whom shall be members whose terms are expiring in that year, to bring in nominations for officers and directors at the next Annual Meeting. The Nominating Committee shall report its nominations to the Secretary at least thirty (30) days before the annual Meeting, and the Secretary shall include the names of the persons so nominated in the notice of the Annual Meeting. Additional nominations may be made upon the written petition of any ten (10) or more members, submitted to the Secretary or President at any time before the Annual Meeting is called to order.
These bylaws may be amended by a two-thirds vote of those present at any meeting duly called for such purpose or at the annual Meeting, a quorum being present. The Amendment must be recommended by the Executive Board or must have been presented to the Executive Board with the signature of ten (10) members. In either case, the Executive Board shall cause a copy of the Amendment to be printed in the HSHA newsletter with the call for the meeting and distributed to every member at least one week prior to the date of the meeting.
Adopted at a meeting of the Association on [DATE TO BE INSERTED].