July 31, 2012
A NON-PROFIT CORPORATION under I.R.C. sec. 501(c)(4)
ARTICLE I: NAME AND OFFICE
1.01 NAME: The name of this corporation is: Madaket Residents Association, otherwise known as the MRA, a consolidation of the Madaket Homeowners Association (MHA) and The Tristram's Long Pond Owners’ Association (TLPA.) This consolidation will become effective July 31, 2012.
1.02 OFFICE: The principal office of this corporation shall be located at the following address:
42 Long Pond Drive, Nantucket, MA 02584 or such other place in or outside the Commonwealth of Massachusetts as the Board of Directors may designate.
1.03 MAILING ADDRESS: The mailing address shall be P.O. Box 2732, Nantucket, MA 02554, or such other address as the Board of Directors may designate.
ARTICLE II: PURPOSE
2.01 PURPOSE: The purpose of the Madaket Residents Association is to enhance the quality of life and the quiet enjoyment of the area for its resident members. It is organized under I.R.C. Section
2.02 AREAS OF CONCERN: The primary areas of concern are:
2.03 ADVOCACY: The Madaket Residents Association shall cooperate as appropriate with other like-minded groups to further this purpose, and shall speak with one voice as an advocate for its members to address local concerns with the Town and County of Nantucket. In cases where the organization takes a position on a community issue, the Madaket Residents Association Board of Directors shall mobilize members on said issue.
ARTICLE III: SPECIAL PROVISION RELATING TO THE CONSOLIDATION OF THE FINANCES OF THE TLPA AND THE MHA
3.01 CONSOLIDATION OF ASSETS: Upon the effective date of the consolidation of TLPA and MHA, the treasuries and other assets of the organizations will be consolidated into one or more bank accounts in the name of the Madaket Residents Association. TLPA will contribute $1000, and MHA will contribute $500 to establish a basic operating fund for the new organization.
3.02 IMPROVEMENT FUND: An Improvement Fund will be established with any surplus after the operating account is funded. Madaket Residents Association members will be able to apply for grants to help with neighborhood improvement projects such as road grading, weed harvesting, mosquito control, etc. The Board will be responsible for approving grants. Grants will be on a reimbursement basis.
3.03 NO INHERITED FINANCIAL LIABILITY: The consolidated organization, Madaket Residents Association, will have no financial liability arising from actions taken by either TLPA or MHA. Of special note: the lawsuit filed by MHA against Cambridge Street Partners, LLC, and the Town of Nantucket has been settled, and all legal and other costs were paid from MHA dues and contributions by individual MHA members. There is no financial liability.
3.04 DONATIONS AND FUNDRAISING: The consolidated organization, Madaket Residents Association, will be permitted to receive miscellaneous or designated donations from members or other interested parties, and engage in designated or undesignated fundraising at the discretion of the Board of Directors. If accepted, designated donations or raised funds will be honored. Undesignated donations or raised funds may be used at the discretion of the Board of Directors.
ARTICLE IV: MEMBERSHIP AND DUES
4.01 MEMBERSHIP shall be open to each lot owner, homeowner, townhouse owner or interval owner in the Madaket area, as defined in the Madaket Area Plan.
4.02 HONORARY MEMBERSHIPS: The Board of Directors may appoint ex-officio non-voting members. The membership may elect other persons to a non-voting honorary membership in the association.
4.03 VOTING RIGHTS: Each unit shall be entitled to one vote on each matter submitted to a vote of the members. A unit is defined as each individual lot, each individual home, each individual townhouse and each individual interval or time-share residence. To the extent that there are contiguous lots that form one living unit, only one vote shall obtain. In the event a unit is owned jointly, each joint owner shall have a proportional share of one vote. In order to vote, the unit owner must be current on dues and assessments.
4.04 OWNERS OF MULTIPLE UNITS: In the event a person owns more than one unit, he or she shall be limited to one vote for each non-contiguous unit.
4.05 TERMINATION OF MEMBERSHIP: The Board of Directors by affirmative vote of two thirds of all of the members of the Board may suspend or expel a member for cause after an appropriate hearing.
4.06 TRANSFER OF MEMBERSHIP: Membership is not transferable or assignable, but may be assumed by a subsequent owner(s) of the unit.
4.07 DUES: The amount of annual dues and their due date shall be determined yearly by a
majority vote of the Board of Directors.
ARTICLE V: ANNUAL MEMBERSHIP MEETINGS
5.01 ANNUAL MEMBERSHIP MEETINGS: The Membership shall meet at least annually in a location specified by the Board, who shall, in the case of regular meetings, give written notice of the time and location of the meeting to all Members at least 30 days before the meeting. The location of said meetings may be any location on Nantucket in the Commonwealth of Massachusetts.
5.02 SPECIAL MEETINGS: Special meetings of the general membership may be called as needed by a majority of the Directors. Oral or written notice of the meeting, the time, and place shall be presented to each member, personally, by mail or by e-mail at least three days before a special membership meeting.
ARTICLE VI: BOARD OF DIRECTORS
6.01 GENERAL POWERS: The Board of Directors shall have the direction, general control and management of the MRA, including the establishment of priorities. Directors must be members of the MRA.
6.02 NUMBER, TENURE AND QUALIFICATIONS: The number of Directors shall be ten, of which the four officers: President, Vice President(s), Clerk, and Treasurer will serve ex-officio. The members at the first annual meeting shall elect all ten. Initially, five Directors, including the President and Clerk, shall hold office for a period of two years, and five, including one Vice President and Treasurer, will serve for a term of one year. Thereafter five Directors will be elected each year, so that the terms will be staggered. Each shall serve until his successor shall have been elected and qualified.
6.03 REQUIRED MEETINGS: Meetings of the Board of Directors must be held at least twice annually, and may be held without other notice than this by-law, immediately after, and at the same place as, the annual meeting of members, (see Article V, Section 5.01) or when and where the directors may choose.
6.04 SPECIAL MEETINGS: Special meetings may be called as needed by the President or by a majority of the Directors. Oral or written notice of the meeting, the time, and place shall be presented to each director, personally, by mail or by e-mail at least three days before a special meeting of the Directors.
6.05 NOTICE OF BOARD OF DIRECTORS’ MEETINGS: Seven days notice of meetings of the Board of Directors shall be given by mail, facsimile, e-mail or a combination of those methods setting forth the time, place and conference call phone number,
6.06 WAIVER OF NOTICE: The participation in any meeting by a member of the Board of Directors shall be deemed a waiver of insufficiency of notice, unless an objection is stated on the record at the commencement of the meeting.
6.07 METHOD OF PARTICIPATION IN DIRECTORS’ MEETING: A director may participate by personal presence at the designated situs, or by telephone conference call, telephone video conference call, internet conference call (such as Skype) or any combination thereof. Action may be taken by poll via email, telephone or other communication.
6.08 ACTION BY CONSENT: Any action by law or under the Articles of Incorporation of this corporation or these Bylaws, or any action which otherwise may be taken at a meeting of the Board of Directors may be taken without a meeting by a consent in writing, setting forth the action so taken, signed by all the persons entitled to vote with respect to the subject matter of such consent, or all Directors in office, and filed with the Clerk.
6.09 QUORUM: A quorum shall be a majority of the Board of Directors. Any resolution or action must receive a majority of votes of those directors participating. In the event that two scheduled meetings of the Board of Directors shall fail to obtain a quorum, the members at the next scheduled Board of Directors meeting, whether a quorum exists or not, shall be authorized to expand the Board of Directors by electing one or more members in good standing as Director(s).
6.10 RESPONSIBILITIES AND LIABILITY: The Directors shall be trustees of the corporation and its assets, both real and personal, and shall fulfill functions and duties ascribed them by all applicable laws. In addition, they shall advise the President in matters of the operation of the corporation. Directors shall in no way acquire personal liability from the actions of the corporation and shall be entitled to indemnification according to the provisions of the Massachusetts Non-Profit Corporation Act and state laws exempting nonprofit officials from liability.
6.11 RESIGNATION OR REMOVAL: Any Director may resign at any time by giving prior written notice of such resignation to the Board of Directors. Directors may be removed from the Board of Directors by resignation, or pursuant to the Bylaws. Vacancies on the Board will be filled by a majority vote of the remaining Board of Directors. The new Director elected to fill the vacancy will serve for the unexpired term of the predecessor in office.
ARTICLE VII: CORPORATION OFFICERS
7.01 NUMBER: The officers of the corporation shall be the President, Vice President, Clerk, Treasurer, and such other officers as prescribed in Article VI, Section 6.02. The same person may hold any two (2) offices at any time, except the offices of President and Clerk, which must be held by two (2) separate persons.
7.02 PRESIDENT: The President will be the Chief Executive Officer of the MRA and will, subject to the control of the Board of Directors, supervise and control the affairs of the corporation. The President will perform all duties incident to such office and such other duties as may be provided in these Bylaws or as may be prescribed from time to time by the Board of Directors.
7.03 VICE PRESIDENT(s): The Vice President(s) will perform all duties and exercise all powers of the President when the President is absent or is otherwise unable to act. The Vice President(s) will perform such other duties as may be prescribed from time to time by the Board of Directors.
7.04 CLERK: The Clerk shall take and keep minutes of all the meetings of the members and of the Board of Directors. In addition, the Clerk will be the custodian of the corporate records, will give all notices as are required by law or by these Bylaws, and generally will perform all duties incident to the office of Clerk and such other duties as may be required by law, or by these Bylaws, or which may be assigned from time to time by the Board of Directors.
7.05 TREASURER: The Treasurer will have charge and custody of all funds of the corporation, will deposit the funds as required by the Board of Directors, will keep and maintain adequate and correct accounts of the corporation’s properties and business transactions, will render reports and accountings to the Board of Directors, and will perform in general all duties incident to the office of Treasurer and such other duties as may be required by law, by the Bylaws, or which may be assigned from time to time by the Board of Directors. The treasurer shall have authority to issue checks not to exceed $500.00 per invoice for reasonable expenses of the association. Any checks in excess of $500.00 must be signed by the treasurer and cosigned by one of the following: President, Vice President, Clerk. Two of the officers may sign checks for the reasonable expenses of the association.
7.06 RESIGNATION/REMOVAL OF ANY OFFICERS:
Any Officer may resign at any time via writing sent to the President of the corporation or if the Officer resigning is the President, to the Clerk of the Board of Directors of the corporation. Any Officer may be removed by the persons authorized under these Bylaws to elect or appoint such Officers whenever in their judgment, the best interest of the corporation will be served.
7.07 COMPENSATION OF OFFICERS: Officers of the corporation shall not be paid for their services as an officer. This shall not prohibit the employment of any person for specific duties other than acting as officer.
ARTICLE VIII: FISCAL YEAR
8.01 The Fiscal Year of the corporation shall commence on July 1 of each year and end on June 30.
ARTICLE IX: CONTRACTS
9.01 ENTERING INTO CONTRACTS FOR THE CORPORATION: The Board of Directors may authorize any officer or officers, agent, or agents of the corporation, in addition to the officers authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances.
9.02 ARM’S LENGTH CONTRACTS: Any business, contract and the like, whether or not for compensation, where one or more of the Directors and Officers of the MRA may be interested directly or indirectly in any contract relating to or incidental to the operations conducted by the MRA, must be deemed by a vote of the uninvolved Board Members to be “at arm’s length” and not violative of proscriptions against the MRA’s use or application of its funds for private benefit.