By-Laws

BYLAWS

THE FRIENDS OF THE HADLEY COUNCIL ON AGING, INCORPORATED

ARTICLE 1. NAME

The name of this organization shall be

THE FRIENDS OF THE HADLEY COUNCIL ON AGING, INCORPORATED

ARTICLE 2. PURPOSES

The principal purpose of this non-profit corporation shall be to promote the services provided by the Hadley Council on Aging (HCOA) to the community, to stimulate use of the Hadley Senior Community Center (HSCC) by providing educational and instructional programs and activities open to the public, to help improve HCOA facilities and resources, and to raise funds for these purposes through public support.
The corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Service Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501 (c)(3) of the Internal Revenue Code.
The Corporation may undertake any other related activity which is consistent with its status as a Massachusetts Non-Profit Corporation (Chapter 180 of the Mass. General Laws) and which is consistent with its tax exempt status under USC Section 501(c)(3).

ARTICLE 3. MEMBERSHIP

Section 1. QUALIFICATIONS

Membership in this organization shall be open to all persons who are interested in supporting the Hadley Council on Aging in Hadley, Massachusetts and who are in agreement with the purposes of this corporation.

Section 2. MEMBERSHIP YEAR

Membership is for one year and automatic on application for membership or upon vote of honorary status by the Board of Directors. The membership year shall begin on the date of initial application, and end one year later.

Section 3. DUES STRUCTURE

The following membership categories (4 levels of individual membership and 2 levels of business membership) and suggested yearly dues shall be in effect until revised by a two thirds majority of the members voting at an annual or special meeting.

Individual $15.00

Family $25.00

Supporter $50.00

Silver Supporter $100.00

Gold Supporter $200.00

Business Sponsor $100.00

Gold Business Sponsor * $400.00

Honorary** $0.00

*Entitles member business a business card size ad in HCOA newsletters for one year

** Honorary Membership conferred by the Board of Directors

ARTICLE 4. MEETINGS

Section 1. MEMBERSHIP MEETINGS

The annual meeting of Members shall be held on the fourth Wednesday of September of each year at the Hadley Senior Community Center unless another time and place is determined by a two thirds vote of the Board of Directors, and at least two weeks notice is given to Members of such changes. A specific date must be given for the annual meeting, but it is not necessary to adhere to it, as long as the Board of Directors votes changes and Members are given adequate notice.

In addition to the annual meeting, special meetings of Members may be called at any time by the Board of Directors upon two weeks notice to all Members. Each individual Member in each membership category is entitled to one vote.

Section 2. QUORUM

At any meeting of the Members or for any vote submitted to the Membership, five (5) Members in good standing shall constitute a quorum. When a quorum is present at a meeting, a majority of the votes properly cast shall decide any question, including officer elections, unless otherwise provided by law, the Articles of Organization, or these Bylaws.

Section 3. ELECTION OF DIRECTORS AND OFFICERS

At the annual meeting the Members shall elect from their number the Directors for one (1) year terms. Any Member who has reached the age of majority and who is not a Board Member of the Hadley Council on Aging qualifies for election to the Board of Directors. Any Member desiring to serve may submit his or her name for election as a Director by delivering a notice in writing to the Secretary no sooner than sixty (60) days before, and no later than thirty (30) days before the annual meeting.

Ballots containing all names submitted shall be prepared by the Secretary and no later than fourteen (14) days prior to the annual meeting shall be made available at the Hadley Senior Community Center, and, at the option of the Board of Directors, may be sent to the members by return mail. Directors shall be elected by a majority vote of the members either voting at the meeting or whose ballots have been received by the Secretary no later than 5:00PM on the day before the annual meeting.

ARTICLE 5. OFFICERS AND DIRECTORS

Section 1. COMPOSITION

The Board of Directors shall be compromised of eight (8) members, one of whom shall be the non-voting ex-officio Senior Services Director, and the rest of whom shall be elected by the Members at their annual meeting. The Officers - President, Vice President, Secretary, and Treasurer - shall be chosen by the elected Directors from their number for one (1) year terms.

Section 2. VACANCIES

Any vacancy shall be filled by majority vote of the Board of Directors at any duly constituted meeting. Appointees shall serve the unexpired term of the Board member being replaced, or until the next annual meeting, whichever comes first.

Section 3. SUSPENSION OR REMOVAL

Any Director may be removed or suspended by a two thirds vote of the Membership, but only after being notified of the reasons therefore and after having an opportunity to be heard by the full Membership. An Officer may be removed or suspended by a two thirds vote of the Board of Directors, but only after being notified of the reasons therefore and after having an opportunity to be heard by the Board.

ARTICLE 6. DUTIES AND MEETINGS

Section 1, DUTIES

The Board of Directors should meet regularly throughout the year to conduct the affairs and activities of the Corporation, subject to state law and the limitations of the Articles of Organization and these Bylaws. The Board, and its Officers as delegated by the Board, shall have the authority to enter into contracts, to hire and discharge employees or agents, maintain bank accounts, and to conduct all other authorized corporate activities.

Section 2. MEETINGS

The Board shall set a regular schedule of meetings, and in addition special meetings may be called by the President or any three (3) Board Members, upon forty eight (48) hours notice to all Board members. Five (5) Directors will constitute a quorum and at all meeting a simple majority of those present and voting shall carry any motion; however, no motion shall carry on fewer than three (3) affirmative votes.

ARTICLE 7. DUTIES OF OFFICERS

Section 1. PRESIDENT

The President shall preside over and conduct all meetings of the Board and meetings of the Membership, and supervise all the activities of the Corporation. The President shall perform any other duties incident to the office or required by law, by the Articles of Organization, or these Bylaws.

Section 2. VICE PRESIDENT

In the absence of the President, the Vice President shall conduct all the duties of the President. The Vice President shall also perform such other duties and responsibilities as determined by the Board of Directors, prescribed by law, the Articles of Organization, or these Bylaws.

Section 3. TREASURER

The Treasurer shall keep and maintain all financial records of the Corporation, make deposits and withdrawals as authorized, pay bills and make timely reports to the Directors and the Members of the Corporation. The Treasurer shall also file all necessary financial forms and reports to the State of Massachusetts and to the Internal Revenue Service, and perform other duties require by law, the Articles of Organization, and these Bylaws.

Section 4. CLERK

The Clerk shall record and maintain the minutes of all Board and Membership meetings, with the time and place of each meeting, and the names of those present. The Clerk shall be custodian of these minutes, along with the Articles of Organization, the original and amended Bylaws and all other records of the Corporation, including membership lists, making them available at reasonable times for perusal by any Director of the Corporation. The Clerk shall also file with the State of Massachusetts and the federal government copies of corporation records and reports as required by law.

ARTICLE 8. PERSONAL LIABILITY

Neither the Directors nor the Members shall be personally liable for the debts, liabilities, or other obligations of the Corporation.

ARTICLE 9. CONFLICT OF INTEREST

No member, Officer, or Director of this organization shall derive any profit or compensation from any assets of the Corporation, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes as set forth in Article 2 herein. No substantial part of the activities of the Corporation shall be carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to, any candidate for public office. Notwithstanding any other provisions of these Bylaws, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt for federal income tax under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future tax code, or (b) by a corporation, contributions to which are deductible under section 170 (c)(2) of the Internal Revenue Code, or the corresponding section of any future tax code.

ARTICLE 10. AMENDMENTS

Amendments to the Bylaws may be made at any meeting of the Membership by a two thirds vote of those Members in good standing who are present. Notice of the meeting at which amendments shall be voted shall be posted in the Hadley Town Hall and Hadley Senior Community Center at least two weeks before the meeting at which the vote is scheduled to occur.

ARTICLE 11. PARLIAMENTARY PROCEDURE

Robert’s Rules of Order, Revised, shall govern when not in conflict with these Bylaws.

ARTICLE 12. DISSOLUTION

Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of (a) section 501(c)(3) of the Internal Revenue Code, including a qualifying tax exempt senior center or Council on Aging, or (b) the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

Approved by The Friends of the Hadley Council on Aging

February 18, 2015