Article 1- Name, Geography, Principal Office, Fiscal Year. Name: The name of this Corporation is the East Springfield Neighborhood Council, Inc.Geography: The East Springfield section of the City of Springfield is the area presently defined by the planning board of said city and as the same may change from time to time by said Planning Board.Principal Office: The principal office of this Corporation shall be located in the designated East Springfield section of Springfield,Mass. Fiscal Year:The fiscal year of the Corporation shall run from September 1st through August 31st of each year.
Article II – Purpose the purpose of the Corporation, which will represent the residents of East Springfield, is:To protect, improve and preserve the quality of life in East Springfield.To act as a clearing house for concerns and problems with traffic patterns, zoning changes, code enforcement, sanitation, and social services.To work with other civic organizations and associations for the betterment of the City of Springfield.To promote legislation consistent with the aims of this Corporation and help defeat legislation adverse to these aims.To help in planning and making changes and improvements in the neighborhood of East Springfield by entering into discussions with federal, state, county, local authorities.To engage in programs and activities to preserve and improve the quality of life in East Springfield.To help educate and inform the residents of East Springfield of their rights and responsibilities as residents.To promote and assist with economic development in the neighborhood.This Corporation shall be a non-profit corporation. It will not endorse any candidate for a political office.
Article III – Membership There shall be three classes of membership:General Membership: The General Membership shall consist of all residents of the East Springfield area as defined by the Planning Department.Voting Membership: The Voting Membership shall consist of all residents of the East Springfield area 18 or over, who have applied for a membership on a form approved by the Board of Directors stating his name and residence and paying such dues as the Board may from time to time set for the voting members.Business Membership: The Business Membership shall consist of all businesses in the East Springfield area that have applied for membership on a form approved by the Board of Directors, stating the business name, address, telephone, and paying such dues as the Board may from time to time set.The Corporation shall have the right to deny membership to any applicant who fails to satisfy the eligibility requirement for any class of membership, provided, however, the applicant have been advised of the proposed denial and given an opportunity to submit proof in support of his eligibility for membership.
Article IV- Director and Terms, Authority, Elections and Vacancies.The term of a board of Director shall be two years.The Board of Directors will consist of 9 elected members from the voting membership.Not more than one family member (spouse, father, mother, sibling, children, etc.) shall hold a Board of Director seat simultaneously.All affairs of the Corporation will be managed be the Board of Directors who have and may exercise all lawful powers of the Corporation to effectuate the purpose of the Corporation as set forth in the Articles of Organization.The members of the Board of Directors shall be elected by the voting membership of the Corporation during September of each year. The election shall be conducted in accordance with nomination and voting procedure approved by the Board of Directors. Any vacancy on the Board of Directors shall be filled by the remaining Directors still in office, by the election of a successor to hold such office for the unexpired term or until the next scheduled election, whichever comes first. If no such nominees are available, the Board of Director may elect any voting member of the Corporation to fill such a vacancy for the unexpired term. Notice of vacancy and pending appointment must be given at the previous meeting.Any member of the Board of Directors may resign by delivery of a written letter of resignation to the Corporation at the principal office, or to the Corporation Clerk. Unless otherwise provided in such letter, the resignation shall not take effect until the successor is elected or appointed in accordance with the provisions of the by-laws, as stated previously.Any member of the Board of Directors who misses 3 consecutive meetings or 4 meetings in a fiscal year, including special Board meetings, will lose his/her office and will be replaced by the Board of Directors. A Director who loses his/her office may appeal in writing to the Board of Directors within 20 days of such loss for reinstatement upon showing good cause. A ¾ vote is needed from this Board to reinstate.
Article V – Committees, Special Committees Each committee shall consist of a minimum of 3 members, of the voting membership.The President will appoint a chairperson and co-chairperson from the Board of Directors.All committee members must be approved by the Board of Directors.The term of the office of each committee shall be designated at the time of appointment and reviewed annually.The chairperson of each committee shall make a report to the Board at each meeting.The Board of Directors shall appoint any committees as may be deemed necessary.
Article VI – Meetings Regular Board of Directors Meetings:All regular meetings of the Board of Directors shall be held on the first Tuesday of each month at a meeting place to be determined by the Board. Any business may be conducted at said regular meeting. Special Meetings:Special meetings of the Board of Directors may be called by the President with at least 3 days notice to each member of the Board of Directors.Quorum: At all Board of Directors meetings 2/3 of the current active Board members but no less that 4 shall constitute a quorum. Voting: When a quorum is present at any meeting a majority of the Directors or membership present and voting shall decide any questions unless otherwise stated in these by-laws. At any time, if a quorum is met and the number of Directors present shall fall below 6, a unanimous vote shall be mandatory for all passage of votes. In the event of a tie in a vote the President presiding shall invoke a decision.
Article VII – Officers of the Corporation (title), Terms, Selection, Removal and Vacancies.Officers: The Officers of the Corporation shall consist of a President, Vice-President, Clerk, Treasurer, and such Officers the Directors may from time to time elect.Term: Each Officer shall serve 2 years from the date of election or until his/her successor is elected or appointed. Election for Officers shall take place during odd-numbered years.Selection: The Officers shall be elected by Board of Directors by written secret ballot during odd-numbered years at the first Board meeting subsequent to the annual elections of the Corporation.Removal: Removal of any officer must be voted on by written secret ballot and approved by a majority of the full Board of Directors. Notice of this proposed action must be given at the previous meeting of the Board.Vacancies: The Board of Directors shall elect a replacement Officer by written secret ballot to fill a vacancy on a majority vote. Such replacement Officer shall serve the unexpired term of his/her predecessor. Notice of this proposed action must be given at the previous meeting.
Article VIII – Duties of Officers President:The President shall preside over all meetings of the Board of Directors.The President shall have all Board members notified of all meetings. (regular or special).The President shall prepare the agenda of all Board meetings.The President shall prepare the agenda of all General Membership meetings with the Board of Directors.The President shall call special meetings in accordance to the by-laws.The President shall be an ex-officio member of all committees of the Corporation with voting power.The President shall be the official spokesperson of the Board of Directors. At such meetings the President shall:Open the meeting at the appointed time, having ascertained that a quorum is present.Announce each item of business in its proper order.Recognize speakers who are entitled to the floor.State and put to vote all motions and announce the results of each vote.Enforce the rules of debates and quorum, thus protecting the rights of each member.Maintain decorum by insisting that all discussions go through the chair.Unless he gives up the chair for that purpose, not debate any matter under discussion, but he may vote thereon.Declare the meeting officially adjourned.The President shall call special meetings in accordance to the by-laws.Vice-President:The Vice-President shall perform such duties as may be assigned from time to time by the President and the Board of Directors of the Corporation. In the event of a temporary inability of the President to perform the duties of his/her office resulting from illness, absence or any other reason, the Vice-President shall perform all duties of the office of the President until such time as the incumbent is able to resume the duties of the office.Clerk:The Clerk shall be responsible for the preparation of all minutes of the meetings of the Board of Directors and General Membership The maintenance and safe-keeping of all records of the Corporation and the serving of publication of all notices required by these by-laws concerning any meeting or any other matter applicable from time to time by the President and the Board of Directors or which may be required by law.Treasurer:The Treasurer shall have, subject to the direction of the Board of Directors, general charge of the financial affairs of the Corporation and shall keep full and accurate records thereof which shall be kept at all times within the Commonwealth of Massachusetts and which shall be subject to inspection by the Directors. He/She shall render to the Board of Directors at regular meetings thereof, or whenever they may reasonably require it, a statement of the accounts of his/her transactions as Treasurer and of the financial condition of the Corporation.
Article IX – Duties of Board Members All Board Members shall attend regular Board Meetings on the first Tuesday of each month and the 3rd Tuesday of the month.If an issue exists, the Board Member shall listen to the complainant. The President, Board Members and others concerned will review the issue and work with the assigned person(s) to solve it.Board Members shall speak or send correspondence on behalf of the Board of Directors only when designated to do so by the President and/or a Board vote. Any Board Member who speaks or writes as an individual will publicly disclose that he/she does not represent the views of the East Springfield Neighborhood Council.Board Members shall represent the wishes of the residents of East Springfield even if those wishes are contrary to individual feelings.Board Members shall be responsible for the gathering and dissemination of information relative to issues of the council as assigned. This may include door-to-door canvassing, flyering, phone contacts, etc., to gather citizen input.Board members, as committee chairperson, shall attend meetings (City Council, other) concerning issues within their jurisdiction and make appropriate reports to the Board. Board members shall be appointed by the President to chair committees as necessary and no elected member of this Corporation shall be persuaded to accept a position that they do not desire.All records and properties of the East Springfield Neighborhood Council must be surrendered upon termination from the Board. Above all, The East Springfield Neighborhood Council, Inc., does not make any decision concerning neighborhood issues without the input of the community. This Council, as a true “Grass Roots” citizen participation agency, shall represent the wishes of the residents of East Springfield at all times.
Article X – Parliamentary Authority The Newly Revised (1970) Roberts Rules of Order shall be the parliamentary authority for the Corporation on all questions not covered by these by-laws and such standing rules as the Board of Directors may adopt.
Article XI – Amendments These by-laws may be amended by a 2/3 vote of the Board Members in attendance. Notice of proposed action must be given at the previous meeting.
Article XII – Dissolution The Corporation may be dissolved in accordance with Massachusetts General Laws, Chapter 180. Upon any dissolution of the Corporation, the funds and assets of the Corporation shall be distributed as determined by the Board of Directors to or among the following: The United States of America, The Commonwealth of Massachusetts, any political subdivision thereof, or any organization exempt from income taxation under the provisions of Section 501(c) (1), (3), (4), (5) and (6), of the United States Internal Revenue Code of 1954 and amended and provided such distribution is not prohibited by law. Amended in accordance with the By-laws August, 1987 August, 1990 June, 1993 March, 1995 June 2000 May 2005 December 2014
