Orleans Citizens Forum

Bylaws

ORLEANS CITIZENS FORUM

BY-LAWS

I. NAME

The name of the organization shall be the Orleans Citizens Forum (OCF).

II. PURPOSE

The purpose of the OCF is to inform interested residents and taxpayers and other interested persons in an effort to preserve and enhance the quality of life in Orleans, in accordance with Federal and State requirements governing nonprofit organizations.

The fiscal year shall be June 1 – May 31.

III. MEMBERSHIP

A. All residents and taxpayers of Orleans or other interested persons may join the OCF upon payment of dues.
B. Dues shall be payable annually at any time during the then current calendar year.
C. The Annual Meeting shall be in June or July, or at such other time as the Board of Directors may determine.

IV. OFFICERS

The officers of the OCF shall be:

A. The President, who shall

  1. Call annual and special meetings of the OCF.
  2. Preside at meetings of the OCF.
  3. Receive and, with the aid of the Secretary, respond to correspondence.
  4. Report on Board actions at the subsequent membership meetings of the OCF.

B. The Vice-President, who shall

  1. Perform duties of the President in the absence of the President.
  2. Perform such other duties as the President may assign.

C. The Secretary, who shall

  1. Record the minutes of each Membership and Board meeting.
  2. File all necessary documents with the Secretary of the Commonwealth, including the Annual Report and changes to the By-Laws.
  3. Call special meetings in the absence of such action by the President or Directors.
  4. Maintain the records of the OCF.
  5. Maintain an up-to-date membership list.

D. The Treasurer, who shall

  1. Collect and deposit, in a Cape Cod bank, all funds of the OCF, and keep an accurate record of the same.
  2. Expend funds of the OCF as authorized by the Board.
  3. Report yearly to the membership and at least quarterly to the Board.
  4. File annual records with the Internal Revenue Service.

V. BOARD OF DIRECTORS

A. Shall consist of no more than thirteen members which shall include the Officers, the immediate Past President, and up to eight Directors.
B. Shall have authority to conduct all business of the OCF.
C. Shall designate topics to be studied by the OCF.
D. Shall set membership dues.
E. Shall maintain an up-to-date membership list.
F. Shall prepare agenda for Annual meetings.
G. Shall establish and designate the term of all Standing and Special Committees.
H. Shall set the date, time and place of each Annual, and Board of Directors meeting.
I. Shall set meetings. Unless the Articles of Organization or the by-laws otherwise provide, any action required or permitted to be taken at any meeting of the Directors may be taken without a meeting if all the Directors consent to the action in writing and the written consents are filed with the records of the meetings of the Directors. Such consents shall be treated for all purposes as a vote at a meeting.

Unless the Articles of Organization or the by-laws otherwise provide, members of the Board of Directors or any committee designated thereby may participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.

VI. ELECTION OF OFFICERS AND DIRECTORS

A. The President, Vice President, Secretary and Treasurer shall be elected for a two-year term, and may be re-elected for one successive two year term. They may continue to serve until replaced, if necessary. Directors shall be elected in staggered three-year terms, and may be re-elected for one successive term.

B. A Nominating Committee of five members, including the Past President and at least one other Director, shall be appointed by the President three months prior to the Annual Meeting.

C. The Chair of the Nominating Committee presents the slate of Officers and Directors at the Annual Meeting. Nominations may also be made from the floor. Election of Officers and Directors shall be by a majority vote of those members present at the Annual Meeting.

D. Should a vacancy occur during the term of office of any Officer or Director, the Board shall appoint a member to fill the remainder of their term. Any Director or Officer may propose a prospective Director, either by electronic mail or in writing. If there are no objections, two or more members of the Nominating Committee meet with the prospective member. If the prospective member expresses interest in serving as a Director, the Chair of the Nominating Committee reports on the result of the interview at the next monthly Board meeting. After discussion, the Committee Chair calls for a vote to add the prospective member to the Board. If a majority of Officers and Directors present approves, the Committee Chair notifies the individual and invites the new Director to full participation, beginning with attendance at the next monthly Board meeting.

E. Any Officer or Director who resigns during the term of office shall submit his or her resignation in writing to the Board.

VII. REMOVAL OF OFFICERS AND DIRECTORS

Directors may, after written notice, remove any Officer or Director from office by a two-thirds vote of the Board for cause, including conduct which they consider improper or prejudicial to the interests of the OCF.

VII. VOTING

A. No voting shall take place unless a quorum, as defined below, is present. A majority vote of any quorum shall prevail, except as noted in Section XII.
B. A quorum of membership meetings, including the Annual Meeting, shall be those present.
C. A quorum of each standing or special committee shall be a majority of the committee’s membership.
D. A quorum of the Board shall be a majority of the Board.

IX. COMMITTEES

All committees shall regularly report to the Board and to Annual Meetings as the Board may request.

X. PARLIAMENTARY AUTHORITY

Robert’s Rules of Order shall be the parliamentary authority by which meetings of the OCF are conducted.

XI. FUNDING FOR THE OCF

Funding for the OCF organization shall include, but not be limited to: (1) Annual membership dues; (2) Fund-raising activities; (3) Grants which the OCF may receive, and (4) Gifts and contributions in accordance with IRS Rules and Regulations.

XII. AMENDMENT OF CONSTITUTION AND BY-LAWS

A. Bylaws may be amended by a two-thirds (2/3) vote of a quorum at any Annual Meeting or by a two thirds vote of the Board of Directors. Any By-law amendment by the Directors shall be presented at the Annual Meeting and may be repealed by the Members.
B. Written or electronic notice of proposed amendments must be sent to the entire membership at least three weeks prior to the meeting at which the amendments shall be considered.

XIII. INDEMNIFICATION

The OCF binds itself to indemnify persons serving as Officers and Directors of the OCF against any loss, cost or damage arising out of acts or omissions done by them in good faith within the scope of their duties as Officers and Directors of the OCF.

Provided, however, this indemnification shall not be effective in the event the cause of action arises out of an illegal act or intentional tort committed by any such Officer or Director.

The Board of Directors in their discretion shall have the right to purchase Directors and Officers Liability Insurance.

SOURCE: APPLICABLE STATUTE: MASSACHUSETTS LAWS, CH. 180 AND CH. 156 B.

Approved 6/17/03
Amended 6/26/07
Amended 6/27/13