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Belfry Hill Neighborhood Association Lexington, Massachusetts A volunteer organization dedicated to improving the quality of life in the Belfry Hill community. |
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Unanimously Approved by 52% of member households, at the First Annual Meeting, 02 March, 2002.
A. Name: The name of this organization shall be the Belfry Hill Neighborhood Association. It shall be a nonprofit, volunteer organization.
B. Purpose: The purpose of this association shall be to help maintain and improve the quality of life for residents in the community commonly known as Belfry Hill. The Belfry Hill Community shall be specifically defined as in the Appendix, and shall be referred to in these By Laws as "Belfry Hill".
A. Eligibility: Membership shall be open to any individual, aged eighteen years or older, who resides, owns property, or owns a business in Belfry Hill. All members must be registered with the Association. A membership shall be considered in good standing provided that it has been duly registered with the Association, and that all applicable dues and financial obligations to the Association have been paid.
B. Residential Household: For the purposes of determining eligibility for Voting Membership, a Residential Household shall be defined to be either a single-family home, a distinct residence in a multi-family home, or a distinct residential rental apartment, in all cases being registered with the Town of Lexington as a separate residence within the boundaries of Belfry Hill as defined in these By-Laws.
C. Voting Membership: Voting members in good standing may participate in all Association meetings and functions, may vote in General Meetings of the Association, and may serve as Directors and Officers, subject to the restrictions specified in these By-Laws. Two Voting Memberships may be registered with the Association for each Residential Household in Belfry Hill, as follows:
Homeowner and Residential Voting Memberships are derived independently of each other and must be registered separately with the Association. Residential and Homowner Voting Memberships may not be held by the same individual unless that individual is the only occupant of his or her Residential Household who is eligible for Voting Membership. In all matters except eligibility, there will be no distinction between the two kinds of Voting Membership.
The Association's Board of Directors may grant Residential Voting Membership to individuals who live outside Belfry Hill, provided that any portion of the property they reside in lies within 300 feet of the boundaries defined in the Appendix. Such memberships shall have all the privileges and dues of Voting Memberships, except that people residing outside of Belfry Hill may not serve as Directors.
Here are some examples:
D. Nonvoting Membership: Nonvoting members may attend all Association meetings and functions, but may not vote at General Meetings or serve as Directors of the Association. Nonvoting members are not required to pay dues with their registration, but may only attend meetings while they are in good standing with any other financial commitments to the association.
Nonvoting membership shall be open to any individual, at least eighteen years of age, who owns a commercial business or real estate in Belfry Hill but who does not qualify for Voting Membership. Nonvoting Membership shall also be open to elected members of the Town Meeting of Lexington, Massachusetts, representing any precinct overlapping the Belfry Hill community, but who do not qualify for Voting Membership.
A. Purpose: The purpose of the General Meeting shall be to (1) elect Directors and Officers; (2) amend membership dues or By-Laws; (3) present committee reports; and (4) carry out any other business of the Association. Any Member in good standing may attend General Meetings; others may attend when invited by the Board of Directors.
B. Annual Meeting: The Annual Meeting of the Association shall be held in the Town of Lexington, Massachusetts, at a place and time set each year by the Board of Directors. Each Annual meeting should occur less than three weeks before the annual elections for Town Government.
C. Special Meeting: At any time, the Board of Directors may schedule a Special Meeting of the Association to address business that is time-sensitive, or to elect replacement Directors if the Board has been reduced to fewer than four Directors.
D. Voting: Decisions at General Meetings shall be determined by oral votes which shall be counted by the presiding Director. Voting shall administered by the Directors, and votes shall be counted immediately after voting. If ten or more Voting Members present challenge the result of an oral vote, the issue shall be decided by a written vote, where all voting members present record their names and votes on a single sheet, to be immediately tallied by the presiding Director. This sheet shall then be retained by the Secretary for the Association's records. In the extremely unexpected event that written votes are later shown to be invalid, the result can be reversed if the amended tally changes the outcome. A copy of all written votes must be provided to any Member in good standing, within three days of a request to the Secretary.
E. Quorum and Decisions: At all Annual Meetings, a Quorum shall be met provided that one quarter (25%) of the registered Voting Membership are present either in person or by proxy held by a member of the same Residential Household. Most votes, including uncontested elections to the Board of Directors, shall be decided by a simple majority of all the Voting Members present, either in person or by proxy, provided that a quorum is achieved. Contested elections to the Board of Directors shall be decided by a simple plurality vote, where each Voting Membership may cast one vote for each available Directorship, giving no more than one vote to each candidate. Amendments to the By-Laws shall require supporting votes from a simple majority of all registered Voting Members.
F. Eligibility to vote: Any Voting Member of the Association shall be entitled to vote in all General Meetings, provided that he or she is in good standing and has been registered with the Secretary at least three days before the General Meeting. Individuals holding both Homeowner and Residential Voting Memberships, pursuant to Article 2.C, may cast both votes.
G. Proxy Voting: Registered Voting Members may vote either in person or by written proxy dated not more than six months before the Meeting, such proxies having been filed with the Secretary at least three days before the Meeting. If a Homeowner and Residential Voting Member reside in the same Household, each may cast the vote of the other, without written proxy, provided that only one of them is present at the Meeting and that the other has not arranged a separate proxy. The person empowered by the proxy must be a registered Voting Member of the Association in good standing, and may cast no more than four votes combined in any one decision.
For example, if only one member of a family can attend a meeting, that member may be a proxy for the other member of the household. Moreover, he or she may also act as proxy for up to two more Members (one more household, for example) at the same time.
H. Agenda: At all general meetings, the proceedings shall be: First, the Treasurer's Audit and the President's report shall be delivered, thereafter elections of Directors and Officers shall follow, and finally all other business of the General Meeting shall be conducted. At each General Meeting, one Director must be responsible for taking minutes and providing a copy to the Secretary.
I. Secretary's Notification: The Secretary shall notify all Members of the Association, at least fourteen days before any Annual or Special General Meeting of the Association. This notice must include: a list of all candidates for Directorship named by the Nomination Committee; the Treasurer's Audit (for Annual Meetings); and notice of any financial commitments in excess of the Association's current funds to be considered at the General Meeting.
A. Directors: The management and control of the affairs of this Association shall be entrusted to a Board of at least six and no more than twelve Directors. Directors serve for a renewable term of one year unless they resign or are removed by vote. Directors begin serving immediately after their election at a General Meeting. The Board, with a quorum present, shall approve projects, authorize budgets, and take actions consistent with the purposes of the Belfry Hill Association, as well as any specific instructions from the General Meeting. Directors shall serve without compensation.
B. Eligibility: Directors must be registered Voting Members of the Association, with their membership in good standing, and must be registered with the Town of Lexington as being resident within the Belfry Hill Community, as defined in these By-Laws. No person shall be a Director of the Association who holds one of the following offices with the Town of Lexington, Massachusetts: Selectman; Town Manager; Town Clerk; Town Treasurer; Town Moderator; Collector of Taxes; Town Collecter; Town Counsel; Director of Public Works; Building Commissioner; Superintendent of Police; Building Inspector; or anyone who serves on the Board of Appeals or the Permanent Building Committee.
C. Elections: Elections for open directorships will be held at the General Meetings, and determined by a oral plurality vote of Voting Members present, in person or by proxy. Nominees shall be limited to those submitted by the Nominating Committee plus any additional nominations made from the floor and duly seconded. As with other votes at General Meetings, if ten or more Voting Members present challenge the result of a vote, the issue will be decided by a written vote, which will be administered and tallied by the Directors. The written votes must be retained by the Secretary for the Association's records. New Directors begin serving immediately after the Annual Meeting in which they were elected.
D. Board Meetings: The Board of Directors shall meet no less than three times each year at a time and place in Lexington Massachusetts. Any Association Member in good standing may attend Board meetings, provided that the Secretary is notified in writing at least three days before the meeting. Non members may attend Board meetings if invited by the Board of Directors. At each meeting one Director must be designated by the Board to take minutes and provide a copy to the Secretary.
E. Voting: Action may be taken by a majority open vote of the Directors, unless a provision of the By-Laws specifies otherwise, provided that there is a quorum of four Directors present. In cases of a tied vote, no action may be taken. Directors may vote by mail, in writing, but must vote specifically. No Director may vote by the general proxy of another Director.
F. Removal: Removing a Director can only result from a General Meeting vote in which a simple majority of all registered Voting Members favors removal. A vote to replace the outgoing director may follow immediately.
G. Vacancy: Upon the resignation or vacancy of a Directorship, the seat shall remain vacant until the next General Meeting. However, should the Board be reduced to fewer than four Directors, a Special General Meeting shall be called by the remaining Directors within a month, to elect replacements who will complete the terms of the vacant directorships.
A. Activities: There shall be three Officers among the Directors who shall have specific responsibilities:
B. Term and Eligibility: Officers shall serve for a term of one year, and must be current Directors. No Director may hold two offices at the same time.
C. Elections: The Officers are elected by the Directors, by plurality open vote. If the vote is contested, elections will be held in this order: first the President shall be elected, thereafter the Secretary, and finally the Treasurer.
D. Powers: Officers, with the approval of the Board of Directors, shall have the power to represent the Association to outside individuals or organizations, including boards and committees of the Town of Lexington, Massachusetts, and to make commitments for the Association. However, any expense or financial commitment exceeding the funds in the Association's bank accounts must first be approved by a majority vote of the General Meeting.
E. Delegation: The Officers shall have the power to appoint unpaid assistants and agents to help them carry out their duties and responsibilities, so that the burdens of their offices will not be excessive. It shall be the primary responsibility of said Officers to see to the proper manner in which such assistance is rendered, and such assistants shall not be deemed as Officers in their own right thereby.
F. Removal: An Officer may be relieved of his or her duties at any time by an open majority vote of the Board of Directors, and each Director's vote must be recorded in the minutes. A tied vote is not sufficient for removal, and for an Officer to be removed, at least half of the current Directors must vote for removal, whether or not they are present for the vote. An Officer thus removed shall continue to serve out his or her term on the Board of Directors.
G. Vacancy: Upon an Officer's resignation or removal, the Directors may appoint a replacement from among the Board of Directors, by plurality open vote. In the case of resignation, the outgoing Officer is to continue serving until a replacement has been appointed.
A. Nominating Committee: The Board of Directors shall name a Nominating Committee to propose candidates for the Board of Directors. This Committee shall consist of three Association Members, who are neither currently Directors, nor related to current Directors. The Committee shall be appointed at least one month before the next General Meeting, or immediately upon the announcement of a Special Meeting of Association Members. The Secretary shall make the list of nominees available to the Association Members, together with the meeting announcement.
B. Other Committees: Committees shall be appointed by the Board of Directors, as required to further the purposes of the Belfry Hill Association.
A. Dues: The General Meeting shall have the power to fix annual dues for its Members. It is the responsibility of each Household to deliver their dues to the Treasurer. Dues shall be collected beginning on January each year, at a fixed rate per registered Voting Membership, to secure membership for the rest of the calendar year.
At the time of the first Annual Meeting, annual dues shall initially be $10.00 per Voting Membership (thus, $20 for owner-occupied households, and $10 for tenants or non-resident proprietors).
B. Accounts: The funds of the Association shall be kept in one or more banks in the Town of Lexington, Massachusetts, in the name of the Belfry Hill Association. Bank checks and other withdrawals of Association funds from banks shall be by the signature of any two of the following: President, Treasurer, or one other Director named and designated by the Board of Directors for that purpose. Any one of the above may endorse checks and other instruments for deposit to the accounts of the Association from time to time.
C. Expenditure: The Board of Directors shall have sole authority to access the Association's funds, in accordance with proposals or limitations determined by the General Meeting. No person shall have the power or authority to commit the Association to any financial expense except as authorized by the Board of Directors within the scope of the powers and duties of that person as provided in these By-Laws. Any expense or financial commitment exceeding the funds in the Association's bank accounts must first be approved by a majority vote of the General Meeting.
D. Audits and Disclosure: The Treasurer shall undertake an annual audit of the Association's funds and expenditures, and shall give a full report at the Annual Meeting. Details of the Association's accounts, including all deposits, withdrawals and balances, shall be made available within seven days to any Member in good standing by the Treasurer, upon written request.
E. Fiscal Year: The fiscal year of the Association shall be the calendar year.
F. Dissolution: In the event that the Association is dissolved for any reason, and after all debts and obligations including costs and expenses of dissolution have been paid, if there remains any asset or fund or other valuable thing belonging to the Association, any such assets will be granted to the Town of Lexington, Massachusetts, to be used for the benefit of the Town of Lexington, as the Board of Selectmen shall see fit, and the Officers and the Board of Directors shall have the power to execute all necessary instruments and documents to accomplish this properly.
These By-Laws may be altered, amended or repealed in whole
or in part only at a General Meeting, by a vote in which a
simple majority of all registered Voting Members
favors the action. No such action can take effect unless it has
been duly announced, including the full text of any amendments,
in the Secretary's Notification for the General Meeting (Article 3.I).
Appendix: Boundaries of the Belfry Hill CommunityThe community commonly known as "Belfry Hill" shall be specifically defined to include the area comprised by the following boundaries (the map below shows approximate boundaries):
Beginning at a point, in Lexington, where Waltham Street intersects with Massachusetts Avenue; then running southwesterly along Waltham Street, including both sides, to the intersection with Worthen Road; thence northwesterly and northerly along the northeast side of Worthen Road to the intersection with Massachusetts Avenue; thereafter proceeding easterly along both sides of Massachusetts Avenue to the intersection with Bedford Street; and finally continuing southeasterly along the south side of Massachusetts Avenue to the intersection with Waltham Street. Presently this area includes the following streets, in alphabetical order: Belfry Terrace; Clarke Street; Forest Street; Forest Court; Jackson Court; Massachusetts Avenue (both sides from Worthen Road to Bedford Street, and south side from Bedford Street to Waltham Street); Muzzey Street; Park Drive; Parker Street; Raymond Street; and Waltham Street (both sides between Massachusetts Avenue and Worthen Road). It does not include the Town-operated Vine Brook Village, off Waltham Street, nor the Battle Green Apartments, off Worthen Road. |
