By-Laws of Greater Hyannis Civic Association

Best Decorate House – Richard Grade – Pine Island Yacht Club (Houseboat)

Best Decorated Boat
First Place – Never Ends captained by Troy Wood
Second Place – Outcast captained by Rex Bristol
Honorable Mention –Hyannis Fire Boat entered by Chief Brunelle
Hyannis Yacht Club captained by Jared Wallin

Best Decorated Business –
The Black Cat

STROLL Cookie Winner –
tie Beech Tree Gallery and Boardinghouse

Store Windows
Most Creative – Boardinghouse
Most Classic – Cape Jewelry
Special Mention – Embargo
Best Decorate House – Richard Grade – Pine Island Yacht Club (Houseboat)

Best Decorated Boat
First Place – Never Ends captained by Troy Wood
Second Place – Outcast captained by Rex Bristol
Honorable Mention –Hyannis Fire Boat entered by Chief Brunelle
Hyannis Yacht Club captained by Jared Wallin

Best Decorated Business –
The Black Cat

STROLL Cookie Winner –
tie Beech Tree Gallery and Boardinghouse

Store Windows
Most Creative – Boardinghouse
Most Classic – Cape Jewelry
Special Mention – Embargo

 By-Laws of Greater Hyannis Civic Association, advice   Inc.

Updated June 2016

 

Article I

Name and Mailing Address

Sec. 1.  The name of this Corporation shall be the Greater Hyannis Civic Association, Inc.,  hereinafter “Association”.

Sec. 2.  The mailing address of the Association shall be P.O. Box 783, West Hyannisport, MA 02672. The Association may, from time to time, change its mailing address and shall inform, in writing, all of the Members of the Association of the new mailing address.

 

Article II

Purpose

Sec. 1.  The purpose of this Association shall be to provide an active voice for residents of the communities of Hyannis, Hyannis Port, and West Hyannisport to our elected representatives, the business community, and other civic groups or interested parties.  The Association will be a collective forum to discuss and develop consensus on issues affecting the quality of life in our communities. In addition, the Association shall participate in such community events as it deems beneficial to the residents of our communities.

Sec. 2.  The Greater Hyannis Civic Association shall operate exclusively for charitable, educational, or recreational purposes, as said terms have been and shall be defined in and pursuant to Sections 170(c) and 501(c)(4) of the Internal Revenue Code, and within the provisions of Chapter 180 of the General Laws of the State of Massachusetts.

 

Article III

Membership and Dues

Sec. 1.  Any person, property owner or business owner residing in one of our communities, or who is the owner of property or a business in one of our communities, and who has an interest in joining the Greater Hyannis Civic Association may become a Member upon payment of dues. A non-resident of our communities may become a member upon payment of dues and shall enjoy all the rights and privileges of membership, except that such a Member may not vote on any matter requiring a vote of the membership.

Sec. 2.  Membership dues shall be established on an annual basis by the Board of Directors.  Membership is applicable for the year starting on June 1st and ending on May 31st.  Dues may be raised, waived or pro-rated at the discretion of the Board of Directors.

Article IV

Officers

Sec. 1.  Officers.  The officers of the Association shall consist of a President, a Vice-President, a Secretary, and a Treasurer.

 

Article V

Powers and Duties of Officers

Sec. 1.  President.  The President shall have the powers and duties usual to his or her office subject to any provisions elsewhere in these By-laws concerning his or her powers and duties, and shall have such other duties as the Directors may from time to time delegate to him or her.  The President shall preside at all meetings of the Association and of the Board of Directors.  The President shall be an ex officio member of all committees except the Nomination Committee. The President, with approval of the Board of Directors may appoint ad hoc and/or standing committees as may be deemed necessary by the Board.

Sec. 2.  Vice-President.  The Vice-President shall act at the request of or in the absence of a President and at such times shall exercise the powers and discharge the duties of the President, and shall have other powers and duties as the President or Board of Directors may prescribe.

Sec. 3.  Secretary.  The Secretary shall keep a record of and publish the proceedings of the Association and of the Board of Directors, and of any committee that may be appointed by said Board, shall attend to the correspondence of the Association, and of the Board of Directors, and shall perform such other duties as the Board of Directors shall designate.

Sec. 4.  Treasurer.  The Treasurer shall have the powers and duties usual to his or her office, subject to such conditions and restrictions as may be made by the Directors and to any provision contained elsewhere in these By-laws concerning his or her powers and duties.  He or she shall keep accurate account books, including but not limited to a monthly report of revenue and expenses, which shall always be open to inspection by the Directors at his or her office during business hours, and shall render to them at the annual meetings of the Board of Directors, or whenever the Board of Directors may require, from time to time, a brief written statement or accounting of the financial condition of the Association. The Treasurer is authorized to pay any obligation of $200.00 or less, without approval of the Board of Directors and should keep accurate records and receipts of such payments.  Payment of amounts in excess of $200.00 must be approved by a vote of the Board of Directors.

Sec. 5.  Term of Office for Officers.  Officers shall be elected each year for a period of one (1) year or until a successor is appointed, except that an officer’s term shall be considered ended when said officer shall die, resign, or be removed.

Article VI

Board of Directors

Sec. 1.  Board of Directors.  The Board of Directors shall be comprised of officers and voting Members of the Association. There shall be a minimum of eleven (11) and a maximum of twenty-one (21) directors on the Board of Directors. The President of the Association shall also serve as Chairman of the Board of Directors.

Sec. 2.  Quorum.  The presence of a majority of the members of the Board of Directors shall constitute a quorum. If less than a quorum is present any meeting may be adjourned, without notice, to a subsequent date or until a quorum is available.

Sec. 3.  Meetings of Board of Directors.  The Board shall meet monthly, at a time agreed upon by the members, though it may waive meetings during July and August.  The Board shall hold special meetings at the call of the Chairman, or at the call of any three of its members, who shall notify, in adequate time and in writing, all Board members of the subject, time and place of the special meeting.  The Board shall maintain appropriate records of its proceedings. The records of the meetings of the Board of Directors shall be open to inspection to any Member of the Association in good standing. The date, time and place of regular meetings of the Board shall be published.

Sec. 4.  Board of Director Meeting Participation and Voting.  Any member of the Association in good standing may attend meetings of the Board and be heard on matters of business, but only members of the Board shall vote on its decisions.

Sec. 5.  Scope of Authority of Board of Directors.  The Board shall represent the Association in all matters affecting its interests and shall have general supervision and full power to control the affairs of the Association during intervals between meetings. Acts performed by the Board in its general supervision and control of the affairs of the Association shall be binding and shall have the same force and effect as the acts of the Association, unless reversed by a majority vote of the members present at a regular meeting of the Association, or at a special meeting of the Association called to review the actions of the Board of Directors.

Sec. 6.  Vacancies in the Board of Directors.  The Board may fill vacancies in any officer positions until a regular election is held.

Sec. 7.  Resignation Due to Absence.  Any officer or director who has three consecutive and unexcused absences from Board of Directors meetings without giving prior notice to the President may be asked to resign from the Board.

Sec. 8.  Terms of Office for Directors:  Directors shall be elected for a period of one (1) year or until a successor is appointed, except that an officer’s term shall be considered ended if said officer shall die, resign or be removed.

Article VII

Powers and Duties of Board of Directors

            Sec. 1.  The Board of Directors shall have the control and management of the business and property of the Association and also shall have and exercise all powers conferred upon them by these By-laws.  Without in any manner limiting the general powers otherwise set forth in the general laws or any powers conferred in these By-laws, but subject to any specific limitations elsewhere contained in these By-laws, it is expressly declared that the Board of Directors shall have the following powers:

  • To purchase, lease, or otherwise acquire for the Association any or all rights, privileges, franchises, or property, whether real or personal, business, goodwill, fixtures, patents and interests hereunder, whenever they, in their judgment, deem it beneficial for the purposes of the Association and which the Association is authorized to acquire, and to pay for the same either wholly or partly in money or in stocks, bonds, debentures, or other securities of the Association, or on such terms and conditions and for such considerations they may think fit.
  • To borrow or raise money when they deem it necessary, and to issue any and all notes or any obligations convenient for the business of the Association and to secure the same by pledge or deed of trust on such parts of the property of the Association as may be necessary and to draw, make, accept, endorse, discount, execute and issue contracts, promissory notes, bill of exchange, warrants and negotiable and transferable instruments
  • From time to time to provide for the management of the affairs of the

Association in such manner as they may think fit and in particular, from time to time, to delegate such power and authority as the laws of the Commonwealth of Massachusetts will permit to any committee, officer, or agent.

  • At their discretion, to appoint and remove managers, subordinate

assistants, committees, clerks, agents, servants, employees, both permanent or temporary, fill vacancies in their positions and determine their duties and from time to time change their salaries, if any, or the compensation of all officers and also fees of the Directors, if any, and require security consistent with the other provisions of these By-laws.  The Board, in its discretion, may vest any officer or committee of the Association with any and all of the powers in this section contained.

Sec. 2.  At all meetings of the Board of Directors, each director present shall have

one vote.

Sec. 3.  Any director may resign at any time by giving written notice to the Board

of  Directors, the President, or the Secretary of the Association.  Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or such officer, and the acceptance of such resignation shall not be necessary to make it effective.

Sec. 4.  Any vacancy in the Board of Directors occurring by reason of an increase

in the number of directors, or by reason of the death, resignation, disqualification, removal or inability to act of any director, or otherwise, shall be filled for the unexpired portion of the term by majority vote of the remaining directors, though less than a quorum, at any regular meeting or special meeting of the Board of Directors called for that purpose.

Article VIII

Meetings of the Association

Sec. 1.  Regular meetings of the Association shall be held at such times as the Directors may designate.  The May meeting shall be the annual meeting of the Association.

Sec. 2.  No less than seven (7) days prior to a regular meeting, the Secretary shall send notices of the meeting to all Association members, either by regular mail or electronically.

Sec. 3.  Special meetings of the Association may be called by the President or by the Board.  In addition, on written request of ten (10) members of the Association in good standing, the President shall be required to call a special meeting of the Association, and to notify all members by appropriate means of communication of the date, place and time of the meeting.  Notice of any special meeting shall state the matters to be considered and no other business may be transacted.

Sec. 4.  At any regular or special meeting of the Association, twenty (20) individuals who are qualified to vote shall constitute a quorum of the transaction of business.  Written proxies shall be recognized with respect to any or all agenda items of the meeting, except to determine the presence of a quorum.

Sec. 5.  Meetings of the Association shall be governed by Roberts Rules of Order, except where contrary rules are authorized herein.

Article IX

Standing Committees

Sec. 1.  Membership Committee:  The Membership Committee shall invite newcomers to membership, earnestly seeking to achieve a membership embracing all residents, property owners and businesses of Hyannis, Hyannis Port and West Hyannisport.

Sec. 2.  Public Issues Committee:  The Public Issues Committee shall be charged with the responsibility of formulating issues of concern to the  residential and business communities of Hyannis, Hyannis Port and West Hyannisport in order to focus the attention and action of the Greater Hyannis Civic Association, Inc.

Sec. 3.  Fund Raising and Events Committee:  The Fund Raising and Events Committee shall be charged with promulgating and implementing fund raising ideas and project and events.

Article X

Elections

Sec. 1.  The election of officers and directors shall be held at the Annual Meeting.  All officers shall be elected for a term of one Association year, and shall assume their duties immediately following their election.  They shall continue to hold their respective offices until their successors are duly elected and installed.  The annual meeting shall be in May of each calendar year.

Sec. 2.  The President shall appoint an ad hoc Nomination Committee no later than March first of each year.  The committee shall consist of 3 to 5 Members. The Chairman shall also be appointed by the President.  This committee shall furnish to the President, by April 1st, the name of at least one candidate for each office and one candidate for each vacant directorship. The Nomination Committee must obtain the consent of any person whose name is place in nomination.

Sec. 3.  No less than fifteen (15) days in advance of the Annual Meeting, the Secretary shall furnish all members a written notice of the impending election and slate of nominees.

Sec. 4.  Election shall be by voice vote or show of hands though, at the sole discretion of the President, the election may be by ballot, and absentee ballots shall be permitted.  A plurality of the votes cast shall constitute an election.  In the event of a tie, the winner shall be determined by the toss of a coin.

Article XI

Fiscal Year

Sec. 1.  The fiscal year of the Association shall be June 1st to May 31st.

Article XII

Indemnity

 

Sec. 1.  Any person made a party to any action, suit, proceeding, by reason of the fact that he, his testator or intestate representative is or was a director, officer or employee of the Association, or of any entity in which he served at the request of the Association, shall be indemnified by the Association against the reasonable expenses, including attorney’s fees, actually and necessarily incurred by him in connection with the defense of such action, suit or proceedings, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding, or in connection within any appeal therein that such officer, director or employee is liable for negligence or misconduct in the performance of his duties.

Sec. 2.  The foregoing right of indemnification shall not be deemed exclusive of any other rights to which any officer or director or employee may be entitled apart from the provisions of this section.

 

Sec. 3.  The amount of indemnity to which any officer or any director may be entitled shall be fixed by the Board of Directors, except that in the case where there is no disinterested majority of the Board of Directors available, the amount shall be fixed by arbitration pursuant to the then existing rules of the American Arbitration Association.

Article XII

                                       Dissolution of Association and Inurement

 

            Sec. 1.  Upon dissolution, all of the remaining assets and property of the Association, after payment of necessary expenses thereof, shall be distributed to another Association exempt under said section of the code, to be applied by such other Association for those purposes of that Association that are most similar to the purposes of this Association. The choice of the tax-exempt Association to receive the assets and property shall be made according to the following priority: a Town of Barnstable tax-exempt Association, Corporation, organization or other entity having a purpose similar to the Greater Hyannis Civic Association, Inc.; if none, to any Town of Barnstable tax-exempt Association or Corporation. With respect to the distribution of assets, no member, director or officer of this Association shall profit thereby.

Sec. 2.  No part of its net earnings shall inure to the benefit of any member, director or any officer of the Association or any private person. No officer, director or member of the Association or any private individual shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Association.

Article XIII

 Amendment of By-Laws

Sec. 1.  The By-laws may be amended, altered, or repealed by a majority vote of the voting members in good standing present in person at any regular or special meeting at which there is a quorum present, provided that notice of the proposed amendment shall have been mailed or delivered to the members not less than ten (10) days prior to the meeting at which action on the proposed amendment is contemplated. Notices concerning an amendment shall briefly state the purpose of the amendment, shall cite the articles to be amended, and shall recite the proposed amendment.

 

The undersigned officers certify that they have adopted the foregoing By-Laws,

as approved by the Membership of the Association at its Annual Meeting held on the 23rd day of May, 2016 in Hyannis.

President – Deborah Krau

Vice President – Sarah Nelson Colvin

Secretary – Ralph Krau

Treasurer – Larry Decker