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HomeMy WebLinkAbout1988-LWSSC-bylaws.pdf r BY-LAWS of the LEXINGTON-WASPAM SISTER CITY COMMITTEE, INC. 1 Name. The name by which the Corporation shall be known is LEXINGTON-WASPAM SISTER CITY COMMITTEE, INC. ( here in after re- ferred to as the "Corporation") The name and purposes of the corporation shall be as set forth in the Articles of Organization These Bylaws, the powers of the Corporation and of it s Members, Directors and Officers and all matters concerning the conduct and regulation of the affairs of the Corporation shall be subject to the Articles of Organization in effect from time to time Article II MEMBERS OF THE CORPORATION 1 Powers. The Members of the Corporation (hereinafter sometimes re- ferred to as "Members" which term shall also apply to the single Member of the Corporation so long as there is only one Member) shall elect and may remove or suspend Directors and shall have such other powers as provided by law, the Articles of Organization or these Bylaws. 2. Identity,_ Term of Offices and Elections. The members shall be Jackie Ward of Le' ington Bob Bond of Le; ington Mathilda Holzman of Le; ington Donna Bosco of Le; ngton Bonnie Jones of Le; ington Ellen - 1 - it McDonald Cochairperson of Lexington, Richard Games, Clerk, of Le; ington, Eric Rehm of Lexington Sheila Hoadley of Lexington, Marsha Batmen, Cochair- person of Le> ington Howard Smith of Lexington Ken Hale of Le; ington, Martin Diskin of Lexington, Les Perlman of Lexington, Wally Leutz, Treasurer, of Le;.i.ngton, Toby Becton of Lexington. Vilunya Diskin of Le;.ington The term of office for each Member shall be unlimited. The Members may elect additional Members at any meeting by an affirmative vote of a majority of the Members present at such meeting. 3.Resignation. Any Member may resign at any time by giving notice of such resignation to the Clerk Such resignation shall be effective upon receipt by the Clerk 4 Removal A Member may be removed or suspended with or without cause by an affirmative vote of a majority of the Members present at a special meeting called for that purpose ARTICLE III - MEETINGS OF MEMBERS 1 Place of Meetings. Meetings of members of the Corporation shall be held at 209 Waltham Street. Lexington Massachusetts, unless a different place is flied b' the Driectors and stated in the notice of the meeting. 2. Annual Meeting An annual meeting of the Members of the Corporation shall by held on the second Thursday of March each year (or, if that be a legal holiday in the place where the meeting is to be held ono the next succeeding business day) at such time as shall be fixed by the Directors and stated in the notice of the meeting If no annual meeting is held in 2 accordance with the foregoing provision a special meeting may be held in lieu thereof, and any action taken at such a meeting shall have the same effect as if taken at the annual meeting. 3. Special Meetings. Special meetings of the Members may be called by the Chair of the Directors, and shall be called by the Clerk or, in the case of death, absence, incapacity of refusal of the Clerk, by any other officer upon writen application of two or more Members who are entitled to vote stating the time, place and purpose of the meeting 4 Notice of Meetings. A written notice of every meeting of Members stating the place day and hour there of and the purpose for which the meeting is called shall be given by the Clerk or other person calling the meeting, to each Member entitled to such notice by specific provisions of the By-laws, at least seven (') days before the meeting by leaving such notice with the Member or at his residence or usual place of business, or by mailing it postage prepaid and addressed to the Member at his/her address as it appears upon the books of the Corporation No notice of the time place or purpose of any regular or special meeting of the Members shall be required if every Member entitled to notice thereof is present or if every such Member who shall not be present shat: before or after such meeting waive such notice by a writing filed with the records of the meeting or sign the records of such meeting 5. Ouprum and Voting. A majority of Members, shall constitute a quorum at all meetings, including annual meetings and special meetings called for any purpose When a quorum is present, voting at any meeting shall be by majority vote of those present except as required by law, the Articles of Organization - or these Bylaws. E:.cept as provided in Article iv section 2, all Members entitled to vote shall have one vote each and may vote either in person or by writen pro:•y dated not more than six months befor the meeting specified in the proxy 6. Adjournments. Any meeting of the Members may be adjourned to any other time and to any other place by the Members present or represented at the meeting or by any officer entitled to preside or to act as Clerk of such meeting, if no Member is present. It shall not be necessary to notify any Member of any adjournment Any business which could have been transacted at any meeting of the Members as originally called may be transacted at any adjournment thereof ARTICLE IV - BOARD OF DIRECTORS 1 Powers. The business and affairs of the Corporation shall be managed by the Board of Directors, who shall have full control over the acquisition management and disposal of the property owned by the Corporation Except as otherwise provided by law, the Directors shall have the power to purchase lease sell, encumber and otherwise deal with or dispose of such property and to make such contracts and agreements including without limitation arrangements relating to financing as they deem advantageous or consistent with the purposes of the Corporation The Directors may also determine the compensation and duties in addition to those prescribed by the By-laws of all officers, agents and employees of the Corporation 2. Election A Board of Directors of such number (Between ' and 21, an add number) to be decided by the membership shall be elected by the - 4 - Members at each annual meeting. Each member shall, for the purpose of electing Directors, have as many votes as the number of Directors to be elected, and all or any part of these votes may be cast for one or more Members. Those Members receiving the largest number of votes shall upon their acceptance, become Directors. Candidates for election as Directors may be nominated from the floor at any meeting of Members held for the purpose of electing Directors. 5 3 Tenure. E, cept as otherwise provided by law or by vote of the Members each Director shall hold office for a three (3) year term until the corresponding annual meeting of Members and thereafter until a successor is chosen and qualified One (1 ) and two (2) year terms will be allowed as necessary to achieve staggered terms Any Director may resign by filing his/her resignation in writing with the other Directors or with the Clerk of the Corporation Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event 4 Removal . Any Director ma' be removed from office at any time with or without cause by vote of a maiorit'y of the Members provided that if su_Pi remo' al is for cause notiLe of such action shall be ai en to all Members prior to the meeting at which such action is to be taken and that the DireLtur so to be removed shall be oiven reasonable notice and upportunit to be heard by the Members prior to action thereon 5 Vacanc . . Any acancy in the Board of Directors ma, be filled by the Members at a meeting called for the purpose Unless and until so filled a vacancy in the Board of Directors may be filled b a tote of a majority of the remaining Directors 6 Meet:i.ng>_ The Directors shall hold a regular meeting each year as soon as practicable after final ad_ournment of the annual meeting of Members for th.4 election of the officers of the Corporation Other meetings shall be held as often as the needs of the Corporation may in the Directors opinion require Meetings of the Directors need not be held in Massachusetts 7 Notice of Meetings. Meetings of the Directors may be called by the Chair the Treasurer the Clerk , or any two or more Directors Notice of the time and place of all regular and special meetings of the Directors shall be gi 'en by the ClerF or the officer calling the meeting Notice ma be given orally, by telephone telegraph or in writing and notice g Jen in time to enable the Directors to attend or in an case notice sent by mail or telegraph to a Director s usual or last known place of business or residence at least three (7) days before the meeting, shall be sufficient Any meeting of the Directors shall be a Legal meeting without notice if ea h Director t a writing filed with the records of the meeting, waives such notice E er Director who attends a meeting without protesting prior thereto or at its commencement the lack of notice to him/her and 'ver / absent Director who shall before or after the meeting waive notice thereof b a writing filed with the records of the meeting or who shall sign such records shall be deemed to ha 'e been fully notified of such meeting 8 Quorum of Directors. At any meeting of the Directors, a majorit / of the Directors then in office shall constitute a quorum A lesser number than a quc,rom ma adjzurn an/ meeting from time to time without further n Lice Unless otherwise _ -� _ provided by law or the By-laws a vote of a majority of those present at any meeting at which there is a quorum shall be sufficient to transact business or to take any action by the Directors 9 Selectmen. A member of the Le' ington Board of Selectmen will sit on the Board as an e) -officio member ARTICLE V - OFFICERS 1 Enumeration. The officers of the Corporation shall consist of a Chair a Treasurer a Clerk and such other officers as the Directors ma\ from time to time elect The office of Treasurer may be held by the same person whc is the Chair or Clerk 2 Qua] zfiLations. All officers e) cept the Clerk m' be Members If required by law the Clerk shall he a resident of the Commonwealth of Massachusetts and shall be sworn 3 Election. The officers of the Corporation shall be elected annually by the Directors 4 Tenure" E, cept as otherwise provided te vote of the Directors who elect him her each officer of the corporation shall hold office for a one year term up to the ne) t Membership meeting and until his 'her sucessor is chosen and qualified of until his 'her office is abolished Any officer ma resign by filing his her resignation in wr ting with the Directors or the Clerk of the CorpQr tion and such resignatznr shall be effective . /\ upon receipt unless it is specified to be effective at some other time or upon the happening of some other event 5 Removal . The Directors may remove any officer with or without cause by a vote of the majority of the entire number of Directors then in office provided that if such removal is for cause notice of such action shall be given to all directors prior to the meeting at which such action is to be taken end that the officer so to be removed shall be given reasonable notice and opportunity to be heard by the Directors prior to action taken thereor 6 Vacancy. Any vacancy in any office may be filled for the une` pired balance of the term or for any other period h.v vote of the Directors at a meeting called for that purpose When a person is in the opinion of the Directors unable to perform his/her duties the Directors may appoint a temporary officer to act until further 'tate b the Directors with power to pe-form all or part of the duties of such officer as the directors shell determine 7 Chair. In addition to other duties specifically referred to in these By-Laws the Chair shall preside at any meetings of the Members or Directors at which he/she is present and shall preside at the annual meetings of the Members and Directors E, cept as otherwise provided b the B--Laws or by the Dzrectorsv he she shall have general supervis, nn and control o' er the activities o1 the Corporation ] 8 Treasurer, The Treasurer shall , subject to the control and direction of the Directors, have general supervision over the financial affairs of the Corporation E, cept as the Directors may otherwise direct the Treasurer shall have the custody of all moneys obligations contracts, and other valuable documents of the Corporation and shall keep or cause to be kept accurate books of account of all the transactions of the Corporation All property of the Corporation in the custodof the Treasurer shall by subject at all times to the inspection and control of the Directors In the event of the death or incapacity of the Chair the Treasurer shall assume the duties of the Chair until a new Chair is elected If required by the Directors the Treasurer shall at the Corporation s e. pense give bond to the Corporation for the faithful performance cf his/her duties, in such force and amount with such sureties and to be held b' such Officer as the Directors ma determine 9 Clerk. Unless otherwise determined by the Directors the Clerk shall keep a record of the meetings of the Members of the Corporation and of the meetings of the Directors He She shall have custody of the record books of the Corporation and shall keep such record boo4s or cause the same to be kept at the principal office of the Corporation or at his 'her own office Unless otherwise determined b' the Directors or the Chair he shall notif Members and Directors of their respective meetings - | �� - / » in accordance with the provisions of these By-Laws. In the absence of the Clerk from any meeting a temproary Clerk shall be appointed by the meeting to keep a record of that meeting 10 General Authority Each officer shall, subject to these By-laws, have in addition to the duties and powers specifically set forth herein such duties and powers as are normally incident to his/her office and such other powers and duties as the Directors may from time to time prescribe ARTICLE VI COMPENSATION No Director Officer, or Member shall recieve compensation for serving as such Directors, Officers and Members may be reimbursed for reasonable expenses incurred in connection with the affairs of the Corporation, including attendance at meetings, The Board of Directors may determine the salaries or other compensation of each employee or agent of the Corporation No employee, or agent of the Corporation shall be prevented from receiving compensation by reason of the fact that he is also a Director, Officer or Member ARTICLE VII INDEMNIFICATION PROVISIONS 1 Indemnification for Directors,, Officers, and Trustees To the e; tent legally permissible and only to the extent that the status of the Corporation as an organization e; empt under Section Sol (c) (3) of the Internal Revenue Code is not affected thereby the Corporation shall indemnify each present or - II - former Director and Officer of the Corporation and each person who is or was serving at the request of the Corporation as an Officer, Trustee or Director of another organization in which it has an interest as a shareholder creditor or otherwise (including any trust or other entity maintained pursuant to a retirement plan for Corporation employees) , against all liabilities, costs and expenses, including but not limited to amounts paid in satisfaction of judgments, in settlement or as fines and penalties, and counsel fees and disbursements. reasonably incurred by him in connection with the defense or disposition of or otherwise in connection with or resulting from any action, suit or other proceeding whether civil, criminal , administrative or investigative, befor any court or administrative or legislative or investigative body, in which such person may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter by reason of his being or having been such an Officer, Trustee or Director or by reason of any action taken or not taken in any such capacity, except with respect to any matter as to which such person shall have been finally adjudicated by a court of competent jurisdiction not to have acted in good faith in the reasonable belief that his action was in the best interests of the Corporation E. penses, including but not limited to counsel fees and disbursements, any such so incurred by any such person in defending action, suit or proceeding, may be paid from time to time by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an agreement by or on behalf of the person imdemnified to repay the amounts so paid if it shall ultimately be determined that indemnification of such expenses is not authorized hereunder 2. Settlements As to any matter disposed of by settlement by any such person, pursuant to a consent decree or otherwise, no such indemnification either for the amount of such settlement or for any other expenses shall be provided unless such settlement shall be approved as in the best interests of the Corporation, after notice that it involves such indemnification, (a) by vote of a disinterested majority of the whole Board of Directors then in office or (b) by vote of a majority of the whole Board of Directors then in office, but only if the Board of Directors shall have been furnished with an opinion of independent legal counsel to the effect that such settlement is in the best interests of the Corporation and that such person appears to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Corporation No such approval shall prevent the recovery from any such Officer, Trustee or Director of any amounts paid to such person or on his behalf as indemnification in accordance with the preceding sentence if such person is subsequently adjudicated by a court of compent jurisdiction not to have acted in good faith in the reasonable belief that his action was in the best interests of the Corporation 3. EMPLOYEES AND AGENTS. By the same procedures set forth in the preceding paragraph, the Corporation may vote to e: tend imdemnification provisions substantially similar to those rights and subject to those limitations described above to employees or agents of the Corporation who are not Officers, Trustees, or Directors, or to employees or agents of another such organization in which it has an interest. 4 NON-WAIVER OF OTHER RIGHTS The right or grant of indemnification hereby provided shall not bhe exclusive of or affect any other rights to which any Officer Trustee Director employee or agent ma' be entitled or which may be - Ig- granted to such person As used herein the terms "(Officer" "Trustee" "Director" "employee" and "agent" include their respective executors, administrators and other legal representatives; an "interested" person is one against whom the action, suit or other proceeding on the same or similar grounds is then or had been pending or threatened; and a "disinterested" person is a person against whom no such action suit or other proceeding is then or had been pending or threatened 5. INSURANCE By action of the Board of Directors, notwithstanding any interest of the Directors in such action, the Corporation may purchase and maintain insurance, in such anounts as the Board of Directors may from time to time deem appropriate, on behalf of any person who is or was an Officer, Trustee Director employee or other agent of the Corporation or is or was ser ing at the request of the Corporation as an Officer, Director employee or other agent of another such organization in which it has an interest, against any liability incurred by such person in any such capacit„ or arising out of his status as such, whether or not the Corporation would have the power to indemnify such person against such liability ARTICLE VIII - MISCELLANEOUS PROVISIONS 1 Fiscal Year Except as other wise determined by the Directors, the fiscal year of the Corporation shall run from January 1st through December 31st 2. Seal Subiect to change by the Directors, the Corporation shall have a seal which shall bear it s name, the word "Massachusetts" the year 1988 as the year of it s incorporation and such other device or inscription as the � y _ Directors may determine 3. E:.ecution of Instruments. Except as the Directors may generally or in particular cases otherwise determine, all deeds, leases, transfers. contracts. bonds, notes, negotiable instruments, and other obligations of instruments authorized to be e; ecuted in the name of or in behalf of the Corporation shall -15-