CBA By Laws

 

 

 

BY LAWS

Article I - NAME

1.      The name of this organization shall be the "Campello Business Association."

Article II - PURPOSE

1.   The purpose of the association shall be to promote the industrial, commerciitl, and civie welfare of the people of . the Campello section of Brockton and neighboring communities.

Article III - MEMBERSHIP

1.     · All businesses located in the area designated as "The Campello Business District" who are interested in the purpose of this organization shall be eligible to membership in the association. All applications shall be in writing in such form as shall be prescribed by the Board of Directors. Each application must be accompanied by a pro -rated first year's dues payment in the amount as shown in Article VIII, Section 2. The business shall agree to abide by the bylaws of the association and any amendments thereto.

2.         To be eligible for membership, a business must conform to one of the permitted uses as defined as Cl, C2, cs, Il, I2, or IJ as shown in "Appendix C - Zoning" of the current Ordinances of the City of Brockton. Social and Non-Profit Organizations are not eligible for membership.

3.         "The Campello Business District" shall be bounded and described as the following section of the City of Brockton (* boundaries specified include all addresses that fall within the outlined business district:)

Beginning at an imaginary point at the intersection of the easterly projection of Forest Avenue, with the northerly projection of North Leyden Street; thence,

Southerly by said northerly projection of North Leyden Street to North Leyden Street; thence,

Southerly by North Leyden Street and Leyden Street to Perkins Avenue; thence,

Article III - MEMBERSHIP (section 3 continued)

Easterly by Perkins Avenue to Summer St thence,

Southwesterly and Southerly by Summer Street to Plain Street; thence,

Southeasterly and southerly by Plain Street to the West Bridgewater town line; thence,

Westerly by the West Bridgewater town line to Copeland Street; thence,

Northerly by Copeland Street to Market Street; thence, Easterly by Market Street to Warren Avenue; thence, Northerly by Warren Avenue to Forest Avenue; thence,

Easterly by Forest Avenue and the projection of the line of Forest Avenue to the Point of Beginning.

*SEE EXHIBIT "A" (MAP ATTACHED TO BYLAWS.)

4.         The membership committee shall be fully respo sible for investigating potential new member businesses before issuing an invitation and application to join the organization. This investigation shall include, but not be limited to, compliance with all applicable elements contained in Article III.

5.         Any employee who works a minimum of twenty (20) hours per week for any member business in good standing may apply for "Associate Membership" in the organization. Application shall be in writing in such form as may be prescribed by the Board of Directors. Each associate application must be accompanied by a dues payment in the amount as shown in Article VIII, Section 3. Each business membership may have only one (1) associate member. The associate member shall have all privileges and voting rights as the membership business.

6.         The Board of Directors or the members present at any meeting of this association may elect honorary members for any designated length of time not to exceed a period of one (1) year. Only individuals who are not eligible to membership as Regular or Associate members may be made honorary members. Honorary members shall have all the privileges of membership without voting privileges and shall not pay any dues.

7.         Any member guilty of conduct tending to endanger the welfare or to injure the reputation of this association may be expelled by a majority vote of the Board of Directors after a proper investigation of charges.

Article IV - BOARD OF DIRECTORS

1.   A five (5) member Board of Directors shall govern the activities necessary to execute the day -to-day operations of this association. The members of the Board shall not be compensated in any way for their work and must be members of the association. Associate Members are not eligible to become a director. No more than

one (1) Director shall come from any member business and no person shall hold more than one (1) Director's position.

2.   At the Annual Meeting · of 2001, there shall be elected five (5) Directors of which three (3) will serve two (2) years and two (2) will serve one (1) year. At the Annual Meeting of 2002, there shall be elected two (2) Directors to serve two (2) years. At the Annual Meeting of 2003,

there shall be elected three (3) Directors to serve two (2) years, and so on alternating the election of two (2) and

· Three (3) Directors at each Annual Meeting thereafter.

3.   The Board of Directors shall elect a Chairperson, two (2) Vice-Chairpersons, a Secretary, and a Treasur r , ach year.

4.   The vacancy in any of these Directors shall be filled by majority vote of the Board of Directors.

5.   The Director chosen to fill a vacancy shall serve only until the end of the regular term of that Director.

6.   The Board of Directors shall appoint an Auditor who will serve for one (1) year or until a successor is appointed.

Article V - METHOD OF NOMINATING AND ELECTING DIRECTORS

1.   The Chairperson shall ask for a minimum of three (3) volunteers to serve on the nominating committee at a meeting prior to the annual meeting. No Director whose term is continuing shall be eligible to serve on the · nominating committee.

2.   The Nominating Committee shall appoint its own chairperson. The Committee shall bring in one (1) nomination for each Director's position whose term is expiring. These nominations shall be mailed to each member of the association at least five (5) days prior to the Annual Meeting. Other nominations may be made from the floor at the Annual Meeting for the election of Directors.

3.   The Chairperson of the Nominating Committee shall preside over the election proceedings at the Annual Meeting and may, upon an affirmative vote, declare nominations closed at any time.

Article V - METHOD OF NOMINATING AND ELECTING DIRECTOR (continued)

4.   After nominations are declared closed, the election of Directors shall be by majority vote of those present and voting in a manner prescribed by the Nominating Committee.

 

Article VI - MEETINGS

1.   The Annual Meeting for the choice of Directors and the transaction of other business shall be in March with written notice to be given to all members in good standing at least five (5) days in advance of said meeting.

2.   Special meetings shall be called by a majority vote by the Board of Directors with written notice to be given to all members in good standing at least five (5) days in advance of said meeting.

3.   One (1) member present shall constitute a quorum for the transaction of business at all business meetings. All issues will be decided by a simple majority vote taken in a manner as shall be prescribed by the Board o f Directors. A maximum of two (2) votes will be allowed for each member business that has paid for an Associate Membership and provided that two (2) different persons vote for that business. All other businesses will be allowed one (1) vote. one (1) member may vote for each member business that he/she represents. If a Director is present in person or by written proxy to another Director who is present at a meeting, except for the associate member's vote, no other person shall cast a vote for that Director's member business.

4.   Three (3) Directors present shall constitute a quorum for the transaction of business at all Board of Director meetings. All issues will be decided by a simple majority.

 

Article VII - DUTIES OF DIRECTORS

1.        The Chairperson shall preside over all meetings of the Association and the Board of Directors. He/she shall ask for volunteers to form all committees and reserves the right to volunteer to be on all committees. The Chairperson reserves the right to speak on all issues without vacating the chair as long as he/she has the floor and shall limit his/her.

speaking time to three (3) minutes on each issue. The time limit shall be monitored by the Director serving as Secretary at the respective business meeting.

Article VII - DUTIES OF DIRECTORS (continued)

2.        The two (2) Vice-Chairpersons shall · act in an advisory capacity to the Chairperson and shall participate in such things as, but not be limited to, the following:

A.   Arranging the meeting place for monthly meetings.

B.   Arranging guest speakers for monthly meetings.

c. Volunteering for and attending meetings of committees and reporting progress back to the Board of Directors. • •

D. Execute the duties of the Chairperson, Secretary, or Treasurer in his/her absence.

3.        The Secretary shall keep a record (minutes) of all meetings, conduct all correspondence under the direction.

· Of the Board of Directors, maintain an active membership list, and perform other such duties as may pertain to this position. He/she shall assist the Treasurer in preparing annual dues notices in February each year.

4.        The Treasurer shall maintain an account of all funds received by him/her in the books of the Association. He/she shall offer a Treasurer's Report at each monthly meeting which shall be read and recorded in the minutes for that month by the Secretary. He/she shall pay no bills unless approved by two (2) members of the Board of Directors other than the Treasurer (and subject to the limitations set forth in Article VII, Section 5) or approved by a majority vote of members in good standing at a regular or special meeting. He/she shall prepare annual dues notices with the assistance of the Secretary in February each year.

5.        The Board of Directors shall have the right to spend up to two hundred fifty dollars ($250.00) in any thirty · (30) day period without consent of the organization, but these expenditures shall be limited strictly to the following:

A.   Expenses necessary to maintain the Association such as letterhead, envelopes, postage, insurance, and miscellaneous office supplies. •

B.   Expenses which the Boa d of Directors deem, by a majority vote, to be essential to the Association, but time simply will not allow the expenditure to be approved at a regular or special meeting.

Article VII - DUTIES OF DIRECTORS (continued)

6.        The Auditor shall audit the books of the Association at the end of the fiscal year (February 28th or 29th) and shall report at the Annual Meeting in March.

 

Article VIII - DUES

1.   current member businesses shall pay annual dues in the amount of fifty dollars ($50.00) within thirty (30) days after the Annual Meeting. current Associate Member annual dues in the amount of fifteen dollars ($15.00) also must be paid within thirty (30) days after the Annual Meeting.

2.   New member businesses shall pay annual dues according to the month they are joining the association as follows:

Month Joining Dues Amount Month Joining Dues Amount January 9.00 July 34.00

February 5.00 August 30.00

March 50.00 September 25.00

April 46.00 October 21.00

May 42.00 November 17.00

June 38.00 December 13.00

3.   New Associate Member dues in the amount of fifteen dollars ($15.00) must be paid regardless of which month the member business joins the association. Associate Member dues expire on the last day of February which is the last day of the association's fiscal year.

4.   A member business or associate member failing to pay dues within thirty (30) days of the Annual Meeting in March shall be notified by the Board of Directors of the non-receipt of payment and shall be dropped from membership status if arrangements cannot be made for · prompt payment.

Article IX - RESIGNATIONS

1.   Any member business or associate member may withdraw from the Association at any time prior to the Annual Meeting in March of each fiscal year provided that written notice is sent to the Board of Directors and all indebtedness is paid. No resignations will be accepted after the Annual Meeting in March unless the dues for that year have been paid in full. Resignation of a member business shall automatically constitute the withdrawal of any associate member, but the resignation of an associate member shall not constitute the withdrawal of the member business.

Article X - AMENDMENTS

1.   Any member in good standing may submit proposed bylaw changes to the Board of Directors at least ten (10) days prior to the next regularly scheduled association meeting. The member submitting the proposed change or his/her designated representative must be present at the next regularly scheduled meeting, must make a motiqn to amend the bylaws, must make a statement of the proposed bylaws change, and the proposed change shall be recorded in the minutes for that meeting after any discussion and/or revision. No vote shall be taken on proposed bylaw changes until after a · second reading at the next regularly scheduled meeting.

 

Article XI - MERGERS/ TRANSFER OF ASSETS

1.    The . Association shall not ever become a part of any other organization by merger, takeover, or by any other means.

2.    There shall never be a transfer of the assets of this Association to any other organization, but this right is reserved to dissolve and transfer all assets as shown in Article XII.

 

Article XII - DISSOLUTION

1.   If it is decided at a future time to dissolve the Association due to lack of interest or other causes, the following procedures must be adhered to:

A.   All current member businesses and associate members in good standing must be notified in writing by certified Mail with a Return Receipt of the intention to dissolve the Association at least thirty (30) days prior to the regular or Special meeting where the vote will cast to dissolve the Association.

B.   A two thirds (2/3) vote of all voting members present at the meeting will be required to go ahead with a dissolution plan.

c. All non-cash assets of the Association shall be sold, and the proceeds shall be placed in the general checking or bank account.

D.       All cash assets from all accounts shall then be transferred to the Campello Business Association Scholarship Fund.

Article XII - DISSOLUTION (section 1 continued)

E.        The Scholarship Fund shall then be turned over to an agreed upon receiver such as a bank with the stipulation that the principal is to remain untouched and the interest is to be donated, annually to deserving students according to the terms contained in the Campello Businessmen's Association Trust Agreement. (Also known as the Campello Business Association Trust Agreement.)

EXHIBIT 11 A" MAP

 

 

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