Salem Common Neighborhood By-Laws – as amended November 19, 2013
ARTICLE 1 CORPORATE NAME AND LOCATION
Section 1. The name of the corporation shall be the Salem Common Neighborhood Association Inc. (“The Association”).
Section 2. The Association shall be located in the City of Salem in the County of Essex in the Commonwealth of Massachusetts.
ARTICLE II PURPOSE
Section 1. The Association shall be an organization dedicated to the improvement, preservation, and protection of the Salem Common Neighborhood and the Historic Salem Common.
Section 2. The Association shall be non-profit and shall conform with all requirements, both Federal and State, necessary to be non-profit and tax exempt.
Section 3. The Association shall be dedicated to the principle of fostering goodwill and camaraderie among neighbors.
ARTICLE III DUES
Section 1. The Board of Directors shall levy annual dues with the approval of the general membership by a majority vote of the members present at the Annual Meeting.
Section 2. New memberships will be accepted at any time throughout the year or on what is called a rolling basis. At the time a new membership or renewal of membership is received, the member shall receive an official SCNA membership card that includes their name, type of membership, and time period of their membership. Said membership shall also be recorded by the membership committee and shall include the date, name, address, type of membership, and amount received. Both the official SCNA membership card and the membership committee records shall constitute proof of membership at the time of the annual meeting and/or other special meetings.
ARTICLE IV DEFINITION OF THE SALEM COMMON NEIGHBORHOOD
Section 1. The Common Neighborhood shall be defined as the area bordered by and including Essex Street from Hawthorne Boulevard to Webb Street, Webb Street from Essex Street to Bridge Street, Bridge Street from Webb Street to Howard Street, Howard Street from Bridge Street to Brown Street, Brown Street from Howard Street to Washington Square West, and Washington Square West from Brown Street to Essex Street. The Common shall be defined as the area within Washington Square East, Washington Square North, Washington Square South, and Washington Square West. The Historic Common shall be defined as the area bordered by Washington Square East, Washington Square North, Washington Square South, and Washington Square West.
ARTICLE V MEMBERSHIP
Section 1. Membership in The Association shall be open to any person, organization, partnership, joint venture or corporation that has an interest in the Salem Common.
Section 2. Any member who has paid his current dues as shown by the records kept by the Treasurer and the Membership Committee shall be considered a member of The Association and shall be entitled to vote at a meeting provided that said dues are paid at least thirty (30) days prior to that meeting.
Section 3. Categories of membership shall be Individual, Family, and Business. Individual membership shall entitle the member to one vote. Family membership shall entitle a household to two votes (Voting members must be over 18 years of age.) Business memberships shall include organizations, partnerships, joint ventures or corporations and are entitled to one vote.
ARTICLE VI MEETINGS
Section 1. The Annual Meeting of The Association shall be held in the month of March.
Section 2. There shall be at least four (4) meetings of The Association each Year, at such time and place as the Board of Directors shall determine.
Section 3. The Secretary shall call special meetings of the Association on the order of the President, at the written request of five members of the Board of Directors, or at the written request of 25% of the membership. Business to be transacted at a special meeting shall be limited to the subjects stated in the call.
Section 4. Notice of the Annual Meeting shall be given 30 days in advance and for all special meetings not less than seven (7) days prior to the date of the meeting. These notices shall be given by US Postal mail, e-mail, telephonic, on line publication, or by any other means that the Board of Directors shall determine.
Section 5. Twenty (20) members or twenty-five (25) percent of the membership of The Association shall constitute a quorum.
Section 6. A simple majority of the membership present and voting at a meeting shall constitute a passage of a motion.
Section 7. All meetings of The Association, Board of Directors, Standing Committees, and such other committees as from time to time may exist shall be governed by Robert’s Rules of Order, Revised.
ARTICLE VII – OFFICERS
Section 1. The Board of Directors shall consist of the Officers of The Association, namely a President, Vice President, Recording Secretary, Corresponding Secretary, Treasurer, and the Chairpersons of the Standing Committees, and meet monthly.
Section 2. Officers shall be elected from the membership at the Annual Meeting in March. A Nominating Committee of five (minimum), with two members of the Board, and three volunteers from the body, shall present a single slate. The President shall appoint a replacement for any member who is missing on the date of the election. Further nominations may be made from the floor, provided that the nominee is present or that written consent of the nominee has been obtained in advance. Vote shall be taken by voice unless there is more than one candidate for an office, when the vote for that office shall be by ballot. A majority of all votes cast shall constitute an election. In the event that no candidate receives a majority there shall be, immediately following the election, a second election between the two candidates receiving the greatest number of votes.
Section 3. The term of office shall begin at the end of the Annual Meeting. Officers shall serve (1) year. Any vacancy in an elective office occurring between annual meetings may be filled by appointment for the remainder of the year by the President with the approval of the Board of Directors.
Section 4. The President shall call and preside over all meetings of the Board of Directors and the membership. The President is responsible for appointing members of ad-hoc committees. The President shall be able to make decisions on behalf of the Board of Directors during intervals between meetings of the Board of Directors and shall report these decisions to the Board. The President or a designee shall act as spokesperson for the organization. The President shall ensure that all directives of the Board of Directors and of the membership shall be carried out. The President or a designee shall be a voting ex officio member of all committees.
The Vice President shall perform the duties of the President during the absence or disability of the President or in any case when the President is unable to perform them. The Vice President shall work with the President in handling the responsibilities of the office. The Vice President shall complete the term of the President if the President resigns or cannot carry out the duties of the office.
The Recording Secretary of The Association shall record and keep the minutes of the meetings of the Board of Directors and membership including attendance and all motions and votes. The minutes of meetings shall be made available within seven (7) days, upon request, and attached to the next membership correspondence.
The Corresponding Secretary shall keep the current bylaws of The Association and shall be responsible for notifying the membership and the Board of Directors of meetings. The Corresponding Secretary shall be responsible for the correspondence necessary for the operation of The Association including filing applicable government reports.
The Treasurer shall be responsible for the collection of dues and proceeds from the fund-raising efforts of The Association and for the payment of the expenses incurred by The Association. The Treasurer shall submit a written report at each meeting of the Board of Directors and The Treasurer shall be a voting ex officio member of the Finance Committee. The Treasurer must file all applicable financial reports.
The Chairpersons of the Standing Committees shall preside over the meetings of their committee and shall report to the President and the Board of Directors for discussion, coordination, and approval by the Board before action is taken. The Chairpersons shall also be responsible for notifying the members of their committee of meetings.
Section 5. Any officer of The Association may be removed by a vote of two thirds (2/3) of the members attending a meeting called specifically for that purpose.
Section 6. Neither the President nor any officer of The Association shall do anything that does not conform to the requirements necessary to be non-profit and tax exempt according to both Federal and State statutes.
ARTICLE VIII BOARD OF DIRECTORS
Section 1. The Board of Directors shall consist of the officers of The Association as defined in Article VII, and meet monthly.
Section 2. The Board of Directors shall have the management and control of all affairs of the Association and direct its activities. The Board of Directors shall be responsible for the fundraising activities of The Association.
Section 3. Five (5) or more members of the Board of Directors shall constitute a quorum.
ARTICLE IX STANDING COMMITTEES
Section 1. The Finance Committee is responsible for developing policies to provide adequate funds to implement the programs and to meet the expenditures of The Association. The Finance Committee shall annually review the records of the Treasurer.
Section 2. The Common Committee is responsible for developing policies and planning programs to support the preservation of the Salem Common.
Section 3. The Neighborhood Issues Committee is responsible for researching issues relevant to the neighborhood for presentation to the membership for discussion and action.
Section 4. The Events Committee is responsible for planning events to increase community awareness and foster social interaction within the neighborhood.
Article X Dissolution Of Association
Section 1. In the case of the dissolution of the Association, all remaining money in the treasury shall be donated to a non-profit, tax exempt organization whose intent is similar to that of the Association.
ARTICLE XI PERMANENT RECORDS
Section 1. The Bylaws and other information relating to the Association shall be on file at the Salem Public Library. The minutes of the Annual Meeting with the reports given at the meeting and a list of the officers elected at the Annual Meeting shall be added to the file.
ARTICLE XII AMENDMENT OF BYLAWS
Section 1. The Bylaws of the Association shall be reviewed periodically. The Bylaws of The Association may be amended by a vote of two thirds (2/3) of the members attending a Special Meeting called specifically for that purpose.
Amended November 2013