BYLAWS OF THE SOUTH BROOKLINE NEIGHBORHOOD ASSOCIATION

ADOPTED 4/9/01

Articles

I.Name and Purpose
II. Area
III. Membership
IV. Officers and Duties
V. Board of Directors
VI. Committees
VII. Election of Officers and Directors
VIII. Conflict of Interest
IX. Meeting of Association
X. Amendments
XI. Use of Association Name
XII. Dissolution

Article I - NAME AND PURPOSES

This organization shall be named the South Brookline Neighborhood Association. The purpose of this Association shall be to maintain and improve the physical and environmental conditions, town services, social relations, and general quality of life in the neighborhood. The Association shall operate exclusively in furtherance of charitable and social purposes so as to qualify as a nonprofit charitable organization within the meaning of Section 501 (C) (3) of the IRS Code of 1986 and any subsequent amendments, and Massachusetts General Laws chapter 180.

Article II - AREA

South Brookline Neighborhood Association shall cover the following area: (see attached map) Beginning at the Boston border on both sides of Newton Street; Following onto the West Roxbury Parkway on both sides of the street; Then turning left onto Hammond Street on both sides of the street until Route 9 (Boylston Street). However, the area covered by the Chestnut Hill Village Association and Horace James Circle Association shall be excluded; Then turning up Route 9 until the Newton border; Then following the Newton Border until the Boston border; Then following the Boston border around reaching the end of Newton Street which is the point of beginning. This area includes all of precinct 16 and part of precinct 15.

Article III - MEMBERSHIP

Eligible members shall consist of all residents of the neighborhood over 18 years of age and individuals who own or operate businesses in South Brookline. Members in good standing (hereinafter referred to as "member") shall be those who have paid their dues and other fees for the current year. Dues and other fees shall be established by the Board of Directors. Only members in good standing shall be eligible to be an officer or director of the Association or to vote at any meeting or election. There shall also be Associate Members who will be non-voting but must pay dues.

Article IV - OFFICERS & DUTIES

The elected officers of this Association shall be: President Vice President Treasurer Secretary The term of the officers is one year, commencing at the beginning of the next month following the election in each year or until the election of a successor (if an election is not held). The membership shall elect the officers at the Association's Annual Meeting or some other dates set by the Board of Directors. The duties of the officers, except as limited by these by-laws, shall be as follows: a. President - The President shall preside at all meetings of the Association, shall be an ex-officio non-voting member of all committees, shall preside at all meetings of the Board of Directors and shall generally execute the policies of the Association and duties that are delegated by the Board of Directors from time to time. The President shall insure that all provisions of the By-Laws are observed in conducting the affairs of the Association. b. Vice President - In the absence of the President, the Vice President shall exercise all of the functions of the President and shall be vested with all powers of that office. c. Treasurer -The treasurer shall be in charge of the funds of the Association, shall conduct its banking business and audit all accounts. Checks drawn shall be signed by two of the officers unless the Board of Directors directs otherwise. The treasurer shall report the financial affairs of the Association at all Board of Director meetings and at the annual meeting. d. Clerk - The Clerk shall have charge of all papers, keep such records, make such reports and perform such duties as are implicit in that office including preparing all Association correspondence, as directed by the President or Board of Directors. The Secretary shall make available for inspection or make copies of any requested papers for that member at the member's expense. e. Secretary - The Secretary shall prepare all Association correspondence, as directed by the President or Board of Directors.

Article V - BOARD OF DIRECTORS

The Board of Directors shall consist of all the elected officers and up to ten (10) additional directors. Except as reserved to the members by these bylaws or the Articles of Organization (if any), the Board of Directors shall be the governing body of this Association and shall manage its affairs, set its dues and control the disbursement of its funds. A quorum for meetings of the Board of Directors shall be one more than half of its members. Decisions will be made by a majority vote of the quorum present. All Board of Directors' meetings shall be publicized and open to the public. The Board shall meet a minimum of three times a year and more frequently if it so desires.

Article VI- COMMITTEES

The Board of Directors shall establish committees. Membership on committees shall be open to all interested members. All meetings of committees shall be open to any interested member of the Association. However, only committee members shall be able to vote. In advance of formation of all Committees, adequate notice shall be given to the full membership of the opportunity to join a committee. The President shall solicit volunteers to be members of any committee. In the absence of sufficient volunteers, the President, with approval of the Board of Directors, will appoint members to committees. The chair of a committee shall be selected by the committee. There shall be a standing committee called the nominating committee. The Committee shall be composed of at least 3 persons and not more than 5 persons, all of whom shall be members of the Association. No person who wishes to run for any of the five officer positions shall be a member of such nominating committee. However, a person running for one of the remainder Board of Directors positions may be a member of the nominating committee. There shall be a standing committee called the "Audit Committee". Not withstanding anything contained herein to the contrary, the President shall appoint at least one and not more than three members to this Committee. The Audit Committee shall review the Treasurer's books and report to the Board of Directors at its last meeting before the Annual meeting. Any member with the approval of the Board of Directors may request that a committee be established. Any five members could request that a meeting of the Board of Directors be called so that they could propose the creation of a committee.

Article VII - ELECTION OF OFFICERS AND DIRECTORS

Elections shall be held at the annual meeting of the Association. The Nominating Committee shall make known and publicize its nominations of Officers & Directors to the membership at least two weeks prior to the annual meeting by mailing or emailing a list of its nomination to all members. Other candidates may be nominated from the floor by a member but must be seconded by a second member. The majority of the Officers and Board Members shall be general members in good standing and not elected town officials or town meeting members. In the event of any contested office, the nominees shall have the right to address the membership. The President shall appoint three disinterested members present to conduct the election and voting shall take place by written secret ballot. A member must be present at the election to vote. In case of resignation or other vacancy in the Board of Directors or that of an officer, the Board of Directors shall elect by a majority vote a member in good standing to fill such vacancy for the unexpired term.

Article VIII - CONFLICT OF INTEREST

Any officer or director with a financial or material interest in a matter under consideration by the Board of Directors will recuse themselves from voting on that matter.

Article IX - MEETINGS OF THE ASSOCIATION

Meetings of this Association shall be held at least twice during the year. One of these two meetings may be the annual meeting that shall be held on or about May 15 of each year. Additional meetings may be held at the call of the 1) President, 2) Board of Directors, or 3) any five members of the Association. At all meetings of the Association or the Board of Directors, there shall be an opportunity provided to any member to raise any issue. A quorum for an Association meeting shall be 20 members. All meetings of the Association, Board of Directors and committees shall be governed by the most recent edition of Roberts Rules of Order. If these bylaws conflict with Roberts Rules of Order, then the bylaw shall prevail. All meetings of the Association shall require at least two weeks written notice by regular mail or email to all members. The two-week period shall not include the day of mailing or the day of the meeting. The Association shall use its best efforts to include any meeting notices in a newspaper covering the Association area.

Article X - AMENDMENTS

These bylaws may only be amended by a two-thirds vote of the members present at an Association meeting and voting with a quorum being present. No amendment shall be voted upon without at least two weeks notice in writing mailed to the members.

Article XI - USE OF ASSOCIATION NAME

No person or officer shall use the name or membership list of the Association for other than strictly Association purposes without authorization of the Board of Directors. No person shall speak publicly in the name of the Association without authorization of the Board of Directors. Under no circumstances may the name of the Association be used in any endorsement of a political candidate or party.

ARTICLE XII - DISSOLUTION

Unless required otherwise by any law, the Association may be disbanded by a two-thirds vote of a quorum present at an Association meeting with specific notice to the membership that such issue will be considered. Said notice shall be sent at least four weeks in advance and in accordance with Article IX. If the Association is disbanded, any assets of the Association shall be donated to The Baker School Library or the school's successor.