BYLAWS (Revised 12 July 2022)
ARTICLE I. NAME
The name of the Organization shall be The Chappaquiddick Community Center, Inc., hereinafter called the “Organization.” The principal address of the Organization is 180 Chappaquiddick Road, Edgartown, MA 02539. The mailing address is P.O. Box 2966, Edgartown, MA 02539.
ARTICLE II. PURPOSE
The purpose of this Organization is to establish and maintain a Community Center on the island of Chappaquiddick for the benefit and use of the membership and others from time to time as authorized. Our mission is to provide a gathering place for year-round and seasonal residents as well as visitors. We create and maintain social, recreational, and educational programs for adults and children. The CCC, through its facilities and activities, cultivates a greater appreciation of Chappaquiddick, its people, and its environment and to conduct such activities and programs in furtherance of the foregoing purposes as may be carried out by an Organization organized under Massachusetts General Laws Chapter 180, section 4, as amended, and described in Section 501(c)(3) of the Internal Revenue Code, as amended.
In connection with and to further its objectives, this Organization may purchase, lease, acquire by gift, devise, or bequest or otherwise acquire personal or real property; solicit and/or receive donations, gifts, grants, and otherwise raise monies for the purposes set forth herein. No portion of the income of the Organization shall inure to the benefit of any officer, individual member, if any, or Director of the Organization.
ARTICLE III. MEMBERSHIP
Section 1. Membership shall consist of a) persons who are the officers and directors then in office, and b) persons who reside on the island of Chappaquiddick for some part of each year, or who own real property on the island of Chappaquiddick.
Section 2. Fees and classifications of support shall be set from time to time by the Board of Directors.
Section 3. Contributing Members of the Organization are those persons who have paid their annual contribution fee and are eligible to vote. Payment of a contribution fee entitles each spouse or partner of the same address to vote. Voting may occur by show of hand or by written or electronic proxy delivered to the Clerk before or at the meeting. A quorum will consist of 10% of the regular membership eligible to vote as determined on July 1 preceding the annual meeting.
Section 4. Each Contributing Member of the Organization shall be entitled to one vote.
Section 5. There shall be an Annual Meeting of the members each August at the Organization’s principal place of business or at such other place in Edgartown as the President designates in the notice of the annual meeting. The purpose of the Annual Meeting will be to vote on the Officers and the members of the Board of Directors for the ensuing year and on such other matters as properly presented before the membership.
Additionally, the Board of Directors may, from time to time, call for a special meeting.
Section 6. Notice of all meetings of the membership will be provided to all regular members in written or electronic form and will specify the time, date, place, and purpose of the meeting. Additionally, whenever possible, a written notice will be posted at the bulletin board at the Point, at the principal place of business, and/or in the Chappy Column of the local newspaper.
ARTICLE IV. BOARD OF DIRECTORS
Section 1. Powers The business and property of the Organization shall be managed by a Board of Directors who will exercise all the powers of the Organization.
Section 2. Elections and Classifications of Directors The number of Directors shall be nine. Directors should represent both year-round and seasonal residents. All directors shall serve for a two-year term which can be renewed by a vote of the members up to twice for a maximum of 6 years. All directors are expected to attend three-fourths of Board meetings held in a calendar year. All directors are expected to make a substantial contribution to the mission of the Center effort-wise and/or financially.
Elections will occur annually by a majority vote of eligible members. No director shall hold office for more than three consecutive full or partial terms. After a two-year absence, a former director will be eligible for reelection to the Board.
All Directors will be expected to hold an officer position at some point during their tenure.
Section 3. Vacancies Any vacancy by reason of death, resignation, or removal occurring in the board shall be filled by election by the majority of the remaining directors. Each director so elected shall hold office until the expiration of the term of the replaced director, and at the next annual meeting, can be elected to a full term with renewals as stated above.
Section 4. Resignation and Removal, Any director may resign by delivering a written resignation to the President or Clerk. Any director may be removed, with cause, by the affirmative vote of a majority of the directors then in office.
Section 5. Meetings, Meetings of the Board shall be held at least four times per year. Meetings may be held by telephone and/or electronic conferencing. Meetings may be called by the President, or at the request of five directors or any two officers, and upon giving at least three days written or electronic notice to the directors. A majority of the members of the Board shall constitute a quorum. Voting may occur in person, via email, telephone conferencing, by proxy, or other electronic modes.
Section 6. Notice of Meetings It shall not be necessary for the notice of any meeting to state the business to be transacted, except when the business proposed includes: i) removal of a director or officer; ii) amendment to the Articles of Organization or Bylaws; iii) change in the purpose of the Organization; and iv) termination of the Organization.
Section 7. Committees The directors may elect such committees as they may from time to time determine necessary or advisable. Such committees will be under the direction and control of the Board of Directors.
ARTICLE V. OFFICERS
Section 1. Officers. The principal officers of the Organization shall be a President, a Vice-President, a Treasurer, and a Clerk/Secretary. All officers will be on the Board of Directors.
Section 2. Elections. Officers will be elected by a majority vote of all eligible members at the Organization’s Annual Meeting. Officers will serve for a term of one year. Each officer, may, by a vote of the membership, be eligible to serve for renewable terms of office.
Section 3. Vacancies A vacancy by reason of death, resignation, or removal shall be filled by an election by the Board of Directors. Each such elected officer shall hold office until the expiration of the term of the replaced officer, and until a successor has been selected and qualified. Any officer may resign by delivering a written resignation to the President or Clerk. The directors may remove any officer with cause by a vote of the majority of the directors then in office.
Section 4. President. The President, subject to the direction and control of the Board of Directors, shall be the chief executive officer, the official spokesperson, and representative of the Organization.
Section 5. Vice President. The Vice-President shall perform such duties as the President and Board of Directors shall direct. The Vice President shall assume the duties of the President in his or her absence.
Section 6. Treasurer. The Treasurer, or person under the supervision of the Treasurer, shall, subject to the direction and control of the Board of Directors, be responsible for collecting, distributing, and accounting for the funds of the Organization. The Treasurer, or person under the supervision of the Treasurer, shall be the custodian of all monies, securities, and other financial assets and shall deposit them in a bank or brokerage firm as designated by the Board of Directors. The Treasurer shall present financial reports to the Board at its regular meetings and keep complete financial records of the Organization. All financial and tax reports required by the state and federal authorities shall be filed by or under the supervision of the Treasurer.
Section 7. Clerk. The Clerk/Secretary shall record and keep minutes of all business meetings and shall provide notice of meetings as required by these Bylaws. In the event of the Clerk’s absence, a temporary Clerk will be designated by the person presiding at a meeting, and such temporary Clerk shall perform the requisite duties. The Clerk shall be a resident of the Commonwealth of Massachusetts and registered with the Massachusetts Secretary of State. All Corporate Minutes and Organization records will be kept at the Organization’s principal place of business under the direction of the Clerk.
ARTICLE VI FINANCIAL ADMINISTRATION
Section 1. Fiscal Year. The Organization shall operate on a calendar year basis.
Section 2. Expenditures. Organization expenditures, including legal fees, and capital expenditures, shall be approved by the Board of Directors. Expenditures shall be documented, and salary structures need to be approved by the board. The Board of Directors shall establish, maintain and enforce procedures to assure responsible, consistent, and transparent handling of CCC funds, bank accounts, and other financial instruments the Board deems useful or necessary in carrying out its duties and responsibilities. Nominal administrative and operational expenditures, as defined by the Board of Directors, may be made by the President, the Treasurer, or a duly designated employee of the Organization.
Section 3. Books and Accounts Books, accounts, and financial records of the Organization shall be kept under the direction of the Treasurer. The Organization shall establish and maintain policies and procedures to control books, accounts, and financial records consistent with GAAP and federal, state, and local laws.
Section 4. Indemnity Each Officer, or employee of the Organization, shall be indemnified by the Organization against expenses reasonably incurred by him or her in connection with any action, suit, or proceeding, to which he or she may be made a party by reason of his or her being or having been an officer, director, or employee of the Organization, except in relation to matters as to which he or she shall be finally adjudged in such action, suit, or proceeding to have been criminally liable or grossly negligent in the performance of his or her duties as an officer, director, or employee.
Section 5. Personal Liability A director, officer, or employee shall not be personally liable to the Organization for monetary damages for breach of fiduciary duty as director, officer, or employee, notwithstanding any provision of law imposing such liability, provided, however, that this provision shall not eliminate the liability of a director, officer, or employee to the extent that such liability is imposed by applicable law:
- for any breach of the directors’ duty of loyalty to the Organization;
- for acts or omission not in good faith or which involve intentional misconduct or knowing violation of law; and, or
- for any transaction from which the director, officer, or employee derived an improper personal benefit.
Section 6. Errors and Omissions Insurance. For purposes of indemnification hereunder, the Organization may purchase an Officers and Directors liability policy with such limits as the Board of Directors may from time to time direct.
ARTICLE VII PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert’s Rules of Order, Newly Revised shall govern this Organization in all instances in which they are applicable and in which they are not inconsistent with these bylaws.
ARTICLE VIII CHANGE IN BYLAWS
These Bylaws may at any time be amended or repealed, in whole or in part, by a majority of the members at an annual or specially called meeting, provided that electronic or written notice of the proposed change shall have been previously given.
ARTICLE IX DISSOLUTION
In the event of dissolution of the Organization, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the Organization, distribute the assets of the Organization to any other organization, exempt under I.R.C. Sec. 501(c)(3), whose purposes are closely aligned with the purpose of this Organization.