Marlborough Community Development Corporation
By-Laws
Amended April 26, 2007
ARTICLE I – NAME
The name of this organization shall be the Marlborough Community Development Corporation.
ARTICLE II – PURPOSE
The purpose of the organization shall be to strengthen the fabric of the community by improving the quality of life for those who live and/or work in Marlborough.
ARTICLE III – MEMBERSHIP
Membership is free and open to all individuals who live or work in Marlborough, subject only to the provisions of these by-laws. Those who attend Marlborough Community Development Corporation meetings and/or who volunteer to support Marlborough Community Development Corporation events, and who indicate their desire to be members of the Marlborough Community Development Corporation are considered active members of the Corporation. No person shall be denied membership based on race, color, religion, sex, age or national origin.
ARTICLE IV – GOVERNMENT
Section 1: The government of this organization shall be under the direction of the Board of Directors, which shall consist of not less than five and not more than fifteen members, and which shall include the President, Treasurer, and Clerk of the corporation as ex-officio members. The initial members of the Board of Directors and the initial officers shall be elected at the first general meeting which shall occur on January 15, 2003.
Section 2: The Board of Directors shall be empowered to oversee all functions and matters of the Corporation and forward recommendations to the General Membership Meetings. The Board of Directors shall have the power to hire and fire the Executive Director. The Board of Directors may elect additional Directors up to the allowed limit at a Board of Directors meeting provided that proper notice is given prior to the meeting.
Section 3: The Board of Directors shall be elected at the annual meeting which will be held sometime in January (or as soon thereafter as appropriate) of each calendar year. Said election shall be held annually for at least one-third of the members of the Board of Directors so that each elected Director shall serve for a term of at least three years. The Board shall then elect a President, a Treasurer and a Clerk. No elected public official shall serve on said Board of Directors.
Section 4: Nomination of the Board of Directors may be submitted in writing to the Nominating Committee prior to the election meeting. The Nominating Committee shall submit a list of proposed members of the Board of Directors at the annual meeting. In addition, additional nominations of Board of Directors Members shall be accepted from the floor at the meeting. The officers shall be elected by a majority vote of all members present.
Section 5: The terms of each officer shall be from February 1 to January 31 or until a replacement is chosen. There is no limit to the number of terms of a member of the Board of Directors.
Section 6: Any Board member may resign at any time by giving written notice to the Clerk. The resignation shall be effective on the date of the next Board of Directors meeting. The Board of Directors shall be authorized to fill the office for the unexpired term.
ARTICLE V – RESPONSIBILITIES
Section 1: It shall be the duty of the President to:
1.1 Preside at all meetings of the Board of Directors and all general membership meetings.
1.2 Supervise the affairs of the Corporation.
1.3 Be a member, ex-officio, of all committees created by the Board of Directors except the Nominating Committee.
1.4 Cause the payment of all corporate debts, provided that:
1.4.1 All corporate checks shall require the signature of the Treasurer. No non-personnel checks greater than $500 shall be made without the signature of the Treasurer and the President or Clerk of the Corporation. No obligation greater than $1,000 shall be made without a prior authorizing vote of the Board of Directors.
Section 2: It shall be the duty of the Clerk to:
2.1 Assume the duties of the President in the event of absence or incapacity of the President.
2.2 Maintain records (minutes) of the Board of Directors meetings and all general meetings, and to be responsible for the correspondence pertaining to the Corporation.
2.3 Receive applications for membership and record a member’s name in Corporation records.
2.4 Communicate with existing Members regarding renewal of Membership.
Section 3: It shall be the duty of the Treasurer to:
3.1 Keep complete and accurate accounts of receipts and disbursements of funds of the Corporation.
3.2 Disburse funds in accordance with these By-laws.
3.3 Prepare reports and prepare financial information as required by the President, the Board of Directors, and appropriate agencies of local, state, and federal government.
3.4 Bring current copies of bank statements to monthly officers meeting to be reviewed by the Board.
3.5 Open and maintain a corporate bank account or accounts.
Section 4: At the request of the Board of Directors, an auditor selected by the Board shall verify the accounts of the Corporation.
Section 5: The fiscal year shall be September 1 to August 31.
ARTICLE VI – MEETINGS
Section 1: The Board of Directors
1.1 Meetings of the Board shall be held at such time and place as the Board shall designate, or as may be called by the President or at the request of any three members of the Board of Directors.
1.2 Notice of such meetings may be give at the close of the current meeting or by U.S. Mail or telephone.
1.3 Three board members shall constitute a quorum for the transaction of business. Any action of the Board of Directors shall require a vote of a majority of those in attendance at a valid meeting of the Board of Directors.
1.4 All Board of Directors meetings are open to the general membership.
Section 2: The General Membership
2.1 There shall be a minimum of two general membership meetings per year. Notice of such meetings may be given at the close of the current general membership meetings or by U.S. mail or telephone call, at the direction of the President or the Board of Directors.
2.2 Special meetings may be called by the President or the Board of Directors.
2.3 Five members shall constitute quorum at all general meetings.
ARTICLE VII – COMMITTEES
For the purpose of conducting business, the President shall have the authority to form Committees and assign members to standing and special committees as necessary.
ARTICLE VIII – DISCIPLINARY PROCEDURES
Any officer, Board of Directors member, or general member of the corporation may be removed with or without cause by a vote of a majority of the Board of Directors members then serving.
ARTICLE IX – DISSOLUTION
In the event the Marlborough Community Development Corporation dissolves, all corporate assets shall be distributed to an organization qualified to receive contributions under the provisions of Internal Revenue Code Section 501 ( c ) (3).
ARTICLE X – AMENDMENTS
Section 1: During Calendar year 2003, these by-laws may be amended by a vote of a majority of the members of the Board of Directors who are serving at that time. Thereafter, these by-laws may be amended only at a general meeting, by a majority of the members then in attendance; provided, however, that no action regarding the amendment of any by-law shall be considered unless notice thereof was sent to all members together with a notice of the time and place of said meeting.
Section 2: Amendments to the by-laws shall take affect immediately unless otherwise specified.
ARTICLE XI – PARLIAMENTARY AUTHORITY
“Roberts Rules of Order” shall govern the affairs of the Board of Directors and of all general membership meetings, unless otherwise specified in or permitted by these by-laws.