By
Laws
Massachusetts Snow & Ice Contractors Association, Inc.
Article (1)
The name of the corporation shall be known as: Massachusetts Snow
& Ice Contractors Association, Inc.
Article (2)
The purposes for which the corporation is formed are as follows:
A. To further the excellence and professionalism of the Massachusetts
Snow & Ice Contractors.
B. To act as the voice and representative for the members in dealing
with issues relative to obligations of the members in connection
with services provided to the Massachusetts Highway Department.
C. To promote and encourage cordial relations between the Massachusetts
Snow & Ice Contractors and the Massachusetts Highway Department
and to provide a clearer understanding between these parties.
D. To promote ethical principles and practices of the members.
E. To consider and deal by lawful means with common problems of
the members in connection with snow and ice removal and to secure
cooperative action among the members in advancing common purposes
of the members.
F. To make contracts, borrow money, mortgage or otherwise encumber
its property to secure payment of same.
G. To provide a meeting place, when deemed necessary or desirable
in the handling of its affairs and for the use and benefit of its
members.
H. No part of the net earnings will inure to the benefit of any
member.
I. To provide a mutual benefit organization not operated for profit,
for the purpose of gathering and distributing facts, data, and information
relative to the operation of the members' businesses.
J. To enact and enforce bylaws for the governing of this corporation
and to alter and amend same: and also to alter, amend, enlarge or
diminish the purpose of this corporation.
K. To appoint subordinate agents and elect officers and employ labor
in connection with its affairs and to fix compensation of said labor.
Article (3)
Class of the members.
A. One Class
Article (4)
A. Other lawful provisions, if any, for the conduct and regulation
of the business and affairs of the corporation for its voluntary
dissolution, or for limiting, defining, or regulating the powers
of the corporation, or of its directors or members or of any class
of members, are as follows.
B. The affairs and business of the corporation shall be managed
by a Board of Directors consisting of nine (9) members, as follows:
three Class I Directors; three Class II Directors; and three Class
III Directors. The term of office of the Class I Directors to continue
until the 2006 Annual Meeting and until their successors are duly
elected and qualified; the term of the Class II Directors to continue
until the 2007 Annual Meeting and until their successors are duly
elected and qualified; the term of the Class III Directors to continue
until the 2008 Annual Meeting and until their successors are duly
elected and qualified. Commencing with the 2005 Annual Meeting,
and for each and every Annual Meeting thereafter, the successors
to the Class of Directors whose term expires at that Annual Meeting
shall be elected to hold office for a term continuing until the
Annual Meeting held in the third year following the year of their
election and until their successors are duly elected and qualified.
The Directors shall be members of the corporation and elected as
provided by the by-laws and have such powers as enumerated by the
by-laws.
C. A majority of the members of the Board of Directors then in office
shall constitute a quorum and the meetings of the Board of Directors
may be held at such times and places within the State of Massachusetts
as the Board of Directors may fix from time to time and, when so
fixed, no notice thereof need be given, provided that any Director
who is absent when such times and places are fixed shall be given
notice of the fixing of such time and places.
D. Any action required or permitted to be taken at any meeting of
the Directors may be taken without a meeting if all the Directors
consent to the action in writing and the written consents are filed
with the records of the meetings of the Directors. Such consent
shall be treated for all purposes as a vote of the Directors at
a meeting.
E. Directors, including Directors elected by the Directors to fill
vacancies in the Board, may be removed with or without assignment
of cause by vote of a majority of the Directors then in office.
F. The Directors may remove any officer from office with or without
assignment of cause by vote of a majority of the Directors then
in office.
G. If cause is assigned for removal of any Director or officer,
such Director or officer may be removed only after a reasonable
notice and opportunity to be heard before the body proposing to
remove him.
Article (5)
There shall be a clerk of the corporation who may be a member of
the corporation and who shall be entrusted with the books of the
corporation, and who shall sign all corporate votes, amendments
and records of meetings and shall be an agent of the corporation
for the service of process. Said clerk shall be appointed by the
board of directors for term of one (1) year.
Article (6)
Membership in this corporation is limited to all dues paying individuals,
in good standing, in the business of snow and ice removal in the
Commonwealth of Massachusetts, providing these services to the Massachusetts
Highway Department. Any member ceasing to fulfill the necessary
qualifications will be dropped from the role of membership. Article
(7)
Each member shall be entitled to one vote in the affairs of the
corporation. Proxy voted is permitted.
Article (8)
There shall be an annual meeting of the corporation during the month
of October (unless otherwise ordered by the Board of Directors)
for electing Directors, receiving reports and transacting other
business. Notice of these meetings, issued by the Clerk, shall be
mailed to the last recorded address of each member at least fourteen
(14) days before the time appointed for the meeting. The presence
of no less than twenty-five (25%) percent of the membership shall
constitute a Quorum and, shall be necessary to conduct the business
of the organization.
In the event that less than twenty-five (25%) percent of the membership
is present at any meeting, the presiding member may adjourn from
time to time until a quorum is present. However, if at a meeting
a quorum existed at the time set for that meeting, then a quorum
will be deemed to exist for the length of that entire meeting.
Article (9)
The Board of Directors, within 14 days of each Class election, by
majority vote, shall elect a President, two Vice-Presidents and
Secretary, Treasurer. Other offices may be established and elected
by the Board of Directors. The President shall appoint a Nominating
Election Committee two months prior to the annual meeting and elections
for the purpose of nominating Directors and preparing ballots, and
attending to any other responsibilities associated with the nomination
and election process.
Article (10)
These By-Laws may be amended or repealed in whole or in part by
a majority vote of the membership present at any duly organized
special meeting of the corporation.
Article (11)
Bylaws will be hereafter adopted. Such bylaws may be amended or
repealed in whole or in part, in the manner provided therein, and
the amendments to the bylaws shall be binding on all members, including
those who may have voted against them.
Article (12)
In the event of dissolution of this corporation, the board of directors
shall, after paying or making provisions for the payment of all
liabilities of the corporation, dispose of all the unencumbered
excess assets of the corporation in a manner as such organization(s)
operated for exclusively charitable, education, religious, or scientific
purposes may dispose of assets in conformance with existing law.
Article (13)
Order of business for meetings: Call to order at appointed time.
Call for nonmembers to leave the meeting. Only those members with
valid Massachusetts Snow and Ice Removal membership cards and a
valid picture I.D. will be allowed access to the meeting room. Call
for all cell phones to be turned off. Recognition of new members.
Secretary will read the minutes of the last meeting. The treasurer
will give a report. The Board of Directors will provide a report.
All committees will report. All unfinished business will be attended
to. New business will be discussed. Meeting will be adjourned.
Article (14)
Dues shall be set by the Board of Directors. Payable by August 1st.
The Treasurer of the association shall be required to send a dues
statement to each member no later than June 1st.
Article (15)
No funds shall be solicited or collected in the name of the association
except by vote of the Board of Directors.
