Name, Location, Purposes, Seal and Fiscal Year
Section 1. Name, Location and Principal Office.
The name, location and principal office of the Association shall be as set forth in the Agreement of Association and Articles of Organization, as amended from time to time.
Section 2. Purposes.
The purposes of the Association shall be to promote and protect the mutual interests of the property owners and/or residents of that part of Nantucket, Massachusetts, known as the Brant Point area, and to preserve the residential character of that area; promote and bring about civic betterments and social improvements; to receive money or other property for any of the purposes of the Association, including borrowing, the receipt of dues, gifts, bequests, devises and contributions; and to use, expend or apply the funds and property of the Association for any of the purposes of the Association. The Association is not organized for profit and no part of its net earnings or profits, if any, shall enure to the benefit of any private individual and no substantial part of its activities shall be for the carrying on of propaganda or otherwise attempting to influence legislation. In the event of dissolution, the funds of the Association shall be distributed to one or more tax exempt organizations meeting the requirements of Section 501 (c) of the Internal Revenue Code of the United States, located in the Town of Nantucket, all as determined by vote of the Board of Directors.
Section 3. Seal.
The Association may have a seal, in such form as may be determined by the Board of Directors.
Section 4. Fiscal Year.
Except as otherwise determined by the Board of Directors, the fiscal year of the Association shall end on the thirtieth (30th) day of June in each year.
Any person who is the record owner of real estate in the Brant Point area of the Town of Nantucket (including any person having a beneficial interest under a trust or other form of fiduciary ownership), or a designee of any such person, shall be entitled to apply for membership in the Association, and shall become a voting member upon election by the Board of Directors and payment of the current annual dues. Each such member shall be entitled to one vote at any meeting of the Members. Any other person shall be entitled to apply for membership in the Association and shall become a non-voting member upon election by the Board of Directors and payment of the current annual dues. The annual dues shall be such amount as may be fixed from time to time by the Board of Directors for each class of membership. At any meeting of the Members, any member may vote by written proxy. In the event the fee interest in any real estate is owned by more than one person, of record or beneficially, the several owners shall determine and give notice in writing to the Secretary which one of such owners is entitled to cast the vote for such owners. In the absence of such notice, the Board of Directors may by majority vote designate any one such owner as entitled to cast the vote.
Section 1. Annual Meeting.
The annual meeting of the Members of the Association shall be held alternately on the last Saturday in July and the first Saturday in August in each year at such time and at such place in Nantucket, Massachusetts, as may be specified in notice of such meeting. If no annual meeting is held on the dates herein provided, a special meeting may be held in lieu thereof, and any action taken at such meeting shall have the same effect as if taken at the annual meeting.
Section 2. Special Meeting.
Special Meetings of Members may be called at any time by the President, or, upon written application of six (6) or more Members, by the Secretary. Such call shall state the date, time, place and purpose of the meeting.
Section 3. Notice and Waiver of Notice.
A written notice stating the place, date, time and purpose of each meeting of the Members shall be mailed or emailed the Secretary by [an Officer?] at least seven (7) days before the meeting to each Member, addressed to him at his address as it appears on the books of the Association or by publication in a newspaper published in Nantucket. No notice of the time, place or purpose of any annual or special meeting of Members shall be required if every Member or his authorized attorney waives such notice by a writing before or after the meeting which is filed with the records of the meeting.
Section 4. Quorum.
At any meeting of the Members twenty-five per cent (25%) of the voting Members appearing in person or by proxy shall constitute a quorum, but a lesser number may adjourn any meeting from time to time and such meeting may be held as adjourned without further notice.
Board of Directors
Section 1. Number and Election.
The number of Directors shall not be less than three (3) nor more than twenty (20) as fixed by the Members. Initially, the Directors shall consist of twelve (12) persons, and shall be elected: four to serve for a term of three years, four to serve for a term of two years, and four to serve for a term of one year, and in each case until his successor is elected and qualified. At each annual meeting of the Members beginning in the year 1967, Directors shall be elected to succeed the Directors whose terms then expire and each to serve for a term of three years and until his successor is elected and qualified. A Director shall be eligible to succeed himself. All Directors shall be chosen from the membership of the Association and shall serve without compensation.
Section 2. Powers.
The Board of Directors shall have and may exercise all the powers of the Association except such as are conferred upon the Members by law, by the Agreement of Association or by these By-Laws. It shall have power to appoint such committees as it may deem desirable, to act under the supervision of the Board.
Section 3. Meetings.
Regular or special meetings of the Board of Directors may be held at such places and at such times as the Board may by vote from time to time determine. A regular meeting may be held without call or notice immediately following and at the same place as the annual meeting of Members, or the special meeting in lieu thereof. Special meetings may be held at any time and place when called by the President, the Treasurer or two or more Directors.
Section 4. Notice of Meetings.
Notice of all regular meetings (except as provided in Section 3 of this Article) and of all special meetings of the Board of Directors shall be given to each director by the President or Secretary, or in case of the death, absence, incapacity or refusal of such person, by one of the Directors. Notice shall be given to each Director either personally or by telephone or by email sent to his business or home address at least two (2) days in advance of the meeting. A director shall for all purposes be deemed to have received due notice of any meeting at which he is present or of which he shall have waived notice in writing either before or after the meeting.
Section 5. Quorum.
A majority of the Directors then in office shall constitute a quorum at any meeting of the Board of Directors. Less than a quorum may adjourn any meeting from time to time without further notice.
Section 6. Action of the Board of Directors
At any meeting of the Board of Directors at which a quorum is present, the vote of a majority of those present, shall be sufficient to decide any question brought before the meeting. Any action set forth in the records of the Board of Directors which is approved in writing endorsed on the records of the meeting by all of the Directors then in office shall be the valid action of the Board of Directors whether or not a meeting was held in accordance with these By-Laws.
Section 7. Vacancies.
Any vacancy in the Board of Directors or in any other office may be filled for the unexpired balance of the term by vote of the Board of Directors. The remaining Directors may exercise the powers of the full Board until successors are elected.
Section 1. Title and Election of Officers.
The officers of the Association in addition to the Board of Directors shall consist of a President, Vice-President, Treasurer and Secretary and such other officers as may be elected from time to time by the Board of Directors. The President, Vice-President, Treasurer and Secretary shall be elected annually by the Board of Directors. Two or more offices may be held by the same person.
Section 2. President.
The President shall be the chief executive officer of the Association and shall, subject to the direction of the Board of Directors, have general supervision and control of its business. Unless otherwise provided by the Board of Directors, he/she shall preside when present at all meetings of the Members and of the Board of Directors.
Section 3. Treasurer.
The Treasurer shall, subject to the direction of the Board of Directors, have general charge of the financial affairs of the Association. He/she shall cause to be kept accurate books of account of the affairs of the Association, and if and as required by the Board of Directors, he/she shall give bond for the faithful performance of his/her duty. He/she shall make an annual financial report to the Members. At the discretion of the Board of Directors, there may also be an Assistant Treasurer appointed from time to time as necessary to assist with the duties of the Treasurer.
Section 4. Secretary.
The Secretary shall keep a record of the meetings of Members and of the Board of Directors. It is preferred, but not required, that the Secretary be a resident of Massachusetts. In the absence of the Secretary from any meeting, a Temporary Secretary shall be designed to perform the duties of the Secretary. The Secretary, or any Temporary Secretary, shall be sworn to the faithful performance of their duties.
Section 1. Execution of Instruments.
Unless otherwise determined by the Board of Directors, all deeds, leases, contracts, assignments, instruments of transfer, proxies and other instruments, whether or not under seal, and all checks, acceptances, promissory notes, bills of exchange and other orders for the payment of money shall be signed by the Treasurer.
Section 2. Evidence of Authority.
A certificate by the Secretary or a Temporary Secretary as to any action taken by the Members, the Board of Directors or any other officer or representative of the Association shall, as to all persons who rely thereon in good faith, be conclusive evidence of such action.
Section 3. Records.
The books and records of the Association shall be made available for examination by any officer or Director upon oral request for same, at reasonable times and places.
Section 4. Amendments.
These By-Laws may be amended, altered or repealed at any meeting of the Members by a majority of those voting provided that the substance of the proposed amendment, alteration, or repeal shall be stated in the notice of the meeting.