Reasons for Proposing Updates to Bylaws (March 2022 Version)
The Bylaws of the SCNA were last revised in 2013. During a recent review, the Board recommended the adoption of the following new version of the Bylaws. The intention of this revision is to respond to the following identified needs:
- Implement needed updates to the Bylaws in such areas as definitions, easier-to-understand language, and consistency.
- Provide the Bylaws with flexibility to respond to contingencies (e.g., online meetings in response to COVID).
- Fully utilize digital information/storage and account for social media’s impact.
- Encourage as much participation as possible by both current and new members.
BYLAWS OF THE SALEM COMMON NEIGHBORHOOD ASSOCIATION
(March 2022 Version)
CORPORATE NAME, LOCATION, AND ANNUAL TERM
Section 1. The name of the corporation is the Salem Common Neighborhood Association Inc. (the “SCNA”), formed circa 1986. The SCNA shall operate a website: www.salemcommon.org.
Section 2. The SCNA is located in the City of Salem in the County of Essex in the Commonwealth of Massachusetts.
Section 3. The SCNA’s Annual Term begins on the first day of March and concludes on the last day of February.
Section 1. The SCNA, Salem’s oldest neighborhood association, is dedicated to the improvement, preservation, and protection of the Salem Common Neighborhood and the Salem Common. The SCNA is dedicated to the principle of fostering goodwill and camaraderie among neighbors.
Section 2a. The Salem Common Neighborhood shall be defined as the area bordered by and including Essex Street from Hawthorne Boulevard to Webb Street, Webb Street from Essex Street to Bridge Street, Bridge Street from Webb Street to Howard Street, Howard Street from Bridge Street to Brown Street, Brown Street from Howard Street to Washington Square West, and Washington Square West from Brown Street to Essex Street.
Section 2b. The Salem Common shall be defined as the area within Washington Square East, Washington Square North, Washington Square South, and Washington Square West.
Section 3. The SCNA is a non-profit and conforms with all requirements, both Federal and State, necessary to be non-profit and tax exempt. No Board member and no person serving on any Committee shall do anything that does not conform to the requirements necessary to be non-profit and tax exempt according to both Federal and State statutes.
DUES AND MEMBERSHIP
Section 1. Requesting membership in the SCNA is available to individuals, families or businesses that support the mission stated in Article Two.
Section 2. Categories of membership are Individual, Family, and Business. Individual membership entitles the member to one vote. Family membership entitles a household to two votes (voting members must be over 18 years of age.) Business memberships are entitled to one vote, and may include organizations, partnerships, joint ventures or corporations.
Section 3. The Board of Directors annually reviews and establishes membership dues. A majority vote of the members attending a Special Meeting that is called for the purpose of considering dues levels may change the membership dues established by the Board of Directors.
Section 4. New memberships will be accepted at any time for the current SCNA Annual Term, or for such longer time as the Board may establish.
Section 5. New or renewing members are recorded in a Current Membership List that is a joint responsibility of the Treasurer & Chair of the Membership Committee to maintain.
Section 6. The Current Membership List of the SCNA constitutes proof of membership at the time of the Annual Meeting or other meetings. Any member who is verified per the Current Membership List is considered an active member of the SCNA and is entitled to vote, provided that all dues are paid by the time of the meeting.
MEETINGS AND INFORMATION AT EVENTS
Section 1. The Board shall endeavor to hold the Annual Meeting in the last month of the Annual Term, circumstances permitting.
Section 2a. To the extent reasonably practicable, the Board shall endeavor to organize a public event each quarter of the Annual Term, at which current information about the SCNA is made available to the membership and the general public.
Section 2b. To the extent reasonably practicable, the Board shall endeavor to maintain an appropriate social media presence, through which current information about the SCNA is made available to the membership and the general public. The Board is authorized to set publicly-available guidelines for participation in its social media accounts. The guidelines should include a commitment to respect for all persons, and the prohibition of abuse or harassment.
Section 3a. Special Meetings shall be called via written request to the Recording Secretary by any of the following: (i) the President; (ii) five members of the Board; or (iii) twenty-five (25) percent of the membership.
Section 3b. After receipt of a written request specified in Section 3a., the Recording Secretary of the SCNA is then responsible for calling the requested Special Meeting.
Section 3c. Business to be transacted at a Special Meeting shall be limited to the subjects stated in the Recording Secretary’s call for the Special Meeting.
Section 4. Any Officer of the SCNA can be removed by a vote of a majority of the Board. A majority vote of members attending a Special Meeting called specifically for the purpose of reinstatement of said Officer shall restore the Officer to office.
Section 5. These Bylaws may be amended by a vote of a majority of the members attending the Annual Meeting or a Special Meeting called specifically for that purpose.
Section 6a. Notice of the Annual Meeting shall be given not less than twenty-one (21) days prior to the date of the meeting. Notice of any Special Meeting shall be given not less than fourteen (14) days prior to the date of the meeting. Annual Meetings may include business that would otherwise require a Special Meeting (Sections 3a, 3b & 3c).
Section 6b. Notice shall be given by the Recording Secretary by means that they determine to be suitable, including e-mail and telephonic communication, publication on social media platforms or others.
Section 7a. Twenty-five (25) percent of the members on the Current Membership List constitutes a quorum for an Annual Meeting or for a Special Meeting. In the event that a quorum is absent from an Annual Meeting or a Special Meeting, said Meeting shall be postponed, unless a majority of the Board (i) is present at said Meeting and (ii) votes in favor of proceeding with said Meeting.
Section 7b. A simple majority of the Board constitutes a quorum for a monthly Board meeting.
Section 8a. A simple majority of the membership present and voting or voting by proxy at a meeting shall constitute a passage of a motion. A simple majority of the Board present and voting or voting by proxy at a Board meeting shall constitute a passage of a motion.
Section 8b. The vote of the President or, in place of the President’s vote, the vote of the next succeeding member of the Board, shall break any voting tie at any meeting of the Board or of the membership.
Section 9a. All meetings of the SCNA, the Board of Directors, the Standing Committees, and such other committees as from time to time may exist shall be governed by a set of parliamentary rules to be determined by the Board. All meetings per these Bylaws may be conducted via an in-person, online, remote, virtual, or telephonic format per the decision of the Board.
Section 9b. With the consent of the Board member or committee chair who is presiding over a meeting, non-members may attend as guests. With the consent of the meeting presider, non-members may address the attendees. However, the rights of voting and bringing motions at meetings are limited to the SCNA’s active members in good standing per the Current Membership List.
THE BOARD OF DIRECTORS, CONSISTING OF ELECTED OFFICERS AND CHAIRS OF STANDING COMMITTEES
Section 1a. The Board of Directors (“the Board”) has the management and control of all affairs of the SCNA and directs its activities. The Board consists of the elected Officers of the SCNA and the Chairpersons (“Chairs”) of the Standing Committees. The Board will endeavor to meet on a monthly basis.
Section 1b. The elected Officers (“Officers”) of the SCNA are (i) a President, (ii) a Vice-President, (iii) a Treasurer, (iv) a Recording Secretary, and (v) a Corresponding Secretary.
Section 1c. The Standing Committees of the SCNA are (i) a Finance Committee (ii) a Common Committee (iii) an Events Committee and (iv) a Membership Committee.
Section 2a. In the event that the President is unable to perform the duties of the office, the order of succession is as follows: (i) Vice-President, (ii) Treasurer, (iii) Recording Secretary, (iv) Corresponding Secretary, (v) Finance Committee Chair (vi) Common Committee Chair (vii) Events Committee Chair & (viii) Membership Committee Chair.
Section 2b. In the event that there are less persons willing and able to serve on the Board than there are positions on the Board, serving Board members can assume the duties of more than one position, but shall still have only one vote on all matters before the Board.
Section 3a. In advance of each Annual Meeting, the President shall appoint an ad hoc Nominating Committee for the nomination of candidates to serve as Officers. The Nominating Committee consists of at least five persons who are not current Officers. The Nominating Committee has the responsibility of identifying suitable candidates for the Officer positions. Prior to the Annual Meeting, the Nominating Committee will present the list of candidates for the membership to vote on at the Annual Meeting.
Section 3b. Any member who is verified per the Current Membership List to be an active member at the time of the Annual Meeting is eligible for election to the Board. Any candidate nominated for election as an Officer must be present for the election at the Annual Meeting, or else, prior to the vote, must have submitted, via written or electronic means, their consent to being a candidate for election.
Section 3c. At the Annual Meeting, before the vote on the election of Officers, nomination of candidates other than those offered by the Nominating Committee can take place by motion made by any member who is on the Current Membership List. Candidates nominated by motion must be eligible under Section 3b of this Article.
Section 4a. The vote on the election of a candidate to serve as an Officer is taken by voice-vote acclamation if there is only one candidate for that office.
Section 4b. If there is more than one candidate for an office, each individual vote shall be cast orally and recorded by the Recording Secretary. A candidate receiving a majority of all votes so recorded wins the election. In the event that no candidate receives a majority, a runoff election between the two candidates receiving the highest and next-highest number of votes shall take place immediately. The runoff election is won by the candidate receiving the most votes.
Section 5. The term of office of an Officer elected or re-elected at an Annual Meeting begins at the conclusion of the Annual Meeting, and ends at the conclusion of the following Annual Meeting. Any vacancy in an elective office occurring between Annual Meetings is to be filled by appointment for the remainder of the term of office by the President with the approval of the Board or by delegation to a serving Board member.
DUTIES OF THE ELECTED OFFICERS
Section 1a. The President acts as the chief executive officer of the SCNA. The President presides over all meetings of the Board and the membership, except in meetings where the removal of the President is to be discussed. The President makes decisions on behalf of the Board during intervals between meetings of the Board, and reports each of these decisions to the Board.
Section 1b. The President is responsible for appointing members of ad-hoc committees as needed. The President or a designee is a voting ex officio member of all committees, except the Nominating Committee.
Section 2a. The Vice President faithfully assists the President in discharging any and all duties and responsibilities of the President’s office.
Section 2b. The Vice President performs the duties of the President during the absence or disability of the President or in any case when the President is unable to perform their duties. The Vice President shall complete the term of the President if the President resigns or cannot carry out the duties of the office.
Section 3a. The Treasurer is responsible for the collection and safekeeping of all revenues for the SCNA, including, without limitation, donations, membership dues and proceeds from the fund-raising efforts of the SCNA. The Treasurer is responsible for payment of expenses incurred by the SCNA. All required tax filings and documentation are the responsibility of the Treasurer.
Section 3b. The Treasurer submits a written report at each meeting of the Board. The Treasurer is a voting ex officio member of the Finance Committee. The Treasurer shall transmit to the Recording Secretary any financial reports required by law to be kept or filed by the SCNA.
Section 3c. The Treasurer provides all needed information to the Chair of the Membership Committee for the Chair to maintain the Current Membership List.
Section 4a. The Recording Secretary prepares a suitable summary of the business conducted at the monthly Board meetings, the Annual Meeting, and any other meetings held per the Bylaws of the SCNA.
Section 4b. The Recording Secretary is responsible for making filings for the SCNA required by law or regulation. The Recording Secretary has the authority to require from other Board members information reasonably necessary to the preparation of filings.
Section 5a. The Corresponding Secretary is in charge of the messaging of the SCNA to the membership and the public. This is accomplished via the SCNA website, social media presence, and periodic newsletter.
Section 5b. The Corresponding Secretary is responsible for operational support of the SCNA website www.salemcommon.org , which includes record retention.
Section 5c. The Corresponding Secretary is responsible for operational support of the SCNA’s social media presence. Their authority extends to the moderation of participation in SCNA’s social media in accordance with its publicly-available guidelines.
Section 6a. Each Officer has authority to act, as needed, to enlist volunteer assistance in the discharge of the Officer’s duties.
Section 6b. If and when circumstances prevent the discharge of an Officer’s duties, each Officer shall attempt to discharge such duties as nearly as is reasonably practicable, and shall report any shortfalls in performance to the Board.
DUTIES OF THE STANDING COMMITTEES
Section 1. The Finance Committee is responsible for assisting the Treasurer in managing the revenues and expenses of the SCNA. The Finance Committee shall annually review and approve the records of the Treasurer.
Section 2. The Common Committee is responsible for assisting the Board in its efforts concerning the improvement, preservation, and protection of the Salem Common Neighborhood and the Salem Common. This responsibility includes the efforts of neighborhood residents, volunteers, and public and private entities.
Section 3. The Events Committee is responsible for planning events to further the mission of the SCNA as stated in Article Two.
Section 4. The Membership Committee is responsible for assisting the Board in its efforts to retain members, recruit new members, and communicate with the membership. Its Chair collaborates with the Treasurer to maintain the Current Membership List.
In the case of the dissolution of the SCNA, all remaining money in the treasury shall be donated, by a vote of the then-Board, to a non-profit organization that serves the City of Salem, Massachusetts.
PUBLIC AVAILABILITY OF DOCUMENTS AND COMMUNICATIONS
Documents and communications of the SCNA are accessible to the public and shall be made available at www.salemcommon.org, or by such other means as the Board may designate. These documents and communications include but are not limited to: (i) the current Bylaws of the SCNA; (ii) the Recording Secretary’s summaries of the business conducted at the monthly Board meetings, the Annual Meeting, and any other meetings held per the Bylaws of the SCNA; (iii) guidelines for participation in its social media accounts; and (iv) any newsletters, or online or social media updates.