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Bylaws

Nauset Neighbors, Inc.

ARTICLE I
NAMES AND PURPOSES
1. Name. The name of the corporation shall be Nauset Neighbors, Inc.
2. Purposes. The purpose of Nauset Neighbors is to help seniors and others stay in their homes as long as possible by providing appropriate services through volunteers, by helping seniors and others find acceptable vendors to provide services, by such other activities and programs that will further this purpose, and by such other activities as may be carried out by a corporation organized under Massachusetts General Laws Chapter 180 and described in Section 501(c)(3) of the Internal Revenue Code.
ARTICLE II
OFFICES
1. Offices.  The principal office of the corporation and such other offices as it may establish shall be located at such places within or without the Commonwealth of Massachusetts, as may be designated by the Board of Directors.
2. Agent. The corporation shall continually maintain within the Commonwealth of Massachusetts either a Clerk who is a resident of the Commonwealth, or a registered agent.
ARTICLE III
MEMBERS
1. Members. The corporation shall have no members within the meaning of Massachusetts General Laws, Chapter 180. Any action or vote required or permitted by Chapter 180 to be taken by members of the corporation shall be taken by action or vote of the same percentage of the directors of the corporation.
2. Non-voting members.  The Board of Directors may, from time to time, establish one or more categories of non-voting membership, consisting of persons who are entitled to receive services from the corporation under policies and procedures established by the Board, and who satisfy such qualifications and any applicable fee requirements, including provisions for waiver of such fees, as are approved by the Board.  Such members, who are not regarded as members under Massachusetts General Laws, Chapter 180, shall have no right to vote on any matter.
ARTICLE IV
BOARD OF DIRECTORS
1. Powers.  The affairs of the corporation shall be managed by its Board of Directors, who may exercise all the powers of the corporation.
2. Number. The number of directors shall be no less than four nor more than 21 as determined by the Board from time to time, and shall include at a minimum the President and Vice Presidents responsible for Administration, Member Services and Outreach.
3. Selection.
a. Initial Board. The initial Board of the corporation shall be as specified in the Articles of Organization. The initial Board, within a reasonable time prior to the first delivery of services to members, shall elect a new Board as provided herein.
b. Annual meeting. Subsequent elections of directors shall take place at an annual meeting of the Board, which meeting shall take place as far as practical in any year in the same month as the month in which the Initial Board elects the new Board. If not practical in any year to hold the annual meeting as provided, the Board may set a date for the annual meeting in the month prior or subsequent to the specified month.
c. Elected Board (hereafter, “the Board”).  Members of the Board elected by the Initial Board shall be divided by the Initial Board into two classes, A and B.  The terms of Class A directors shall expire one year from their elections, and the terms of Class B directors, two years from their elections. The Vice Presidents responsible for Administration, Member Services and Outreach shall be ex officio, voting members of the Board and shall be assigned to Class A and/or Class B as the Board determines.
d. Terms. Subject to paragraph 3.c, which sets an initial one year term for Class A Directors, Board members shall be elected to serve for two years, or until their successors are elected and qualified, and may be re-elected to serve two additional and consecutive two-year terms. No incumbent director shall be re-elected to the Board on completion of a third full term of continuing service except after a lapse of one year.
e. Vacancies. Upon the death or resignation or removal of a director, the Board may elect a replacement director to fill the unexpired term. A director so elected may thereafter be elected to two full two-year terms.
4. Removal.  A director may be removed from office by a majority vote of the Board then in office, with or without cause.
5. Meetings.
a. Schedule.  Regular meetings of the Board may be held at such places and at such times as the Board may determine, except that the Board shall hold at least 2 meetings appropriately spaced throughout the year.  Special meetings of the Board may be held at any time and at any place and shall be held when called by the President, or by the Clerk upon the request of one-third of the directors or by the Executive Committee.
b. Notice. At least ten (10) days’ notice shall be given to each Director of a regular meeting of the Board, except that notice shall be deemed made if the meeting is in accord with a regular schedule adopted by the Board at a previous meeting.  A special meeting of the Board may be held upon notice of five days.  Notice of a meeting of the Board shall specify the date, time, and place of the meeting, but need not specify the purpose for the meeting or the business to be conducted.  Notice must be either delivered personally to each Director or mailed (including the sending of e-mail or fax). If such notice is given by postal or private mail, it shall be deemed delivered when deposited in the United States mail or delivered to a comparable private mail service properly addressed and with postage prepaid thereon. If such notice is given by fax or e-mail, it shall be deemed delivered when transmitted.  Notwithstanding the foregoing, a Director may waive notice of any regular or special meeting of the Board by written statement filed with the Board, or by oral statement at any such meeting.  Attendance at a meeting of the Board shall also constitute a waiver of notice, except where a Director states that he or she is attending for the purpose of objecting to the conduct of business on the ground that the meeting was not lawfully called or convened.
c. Quorum.  A majority of the directors then in office shall constitute a quorum for the transaction of any business. A quorum shall consist of directors present in person or by telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. When a quorum is present to organize a meeting it is not broken by the subsequent departure of one or more directors from the meeting, provided that at least three directors are present at all times. An affirmative vote of a majority of directors at a meeting at which a quorum is present shall be necessary and sufficient to the making of decisions by the board, except where a larger vote may be required by law, these Bylaws, or by the Articles of Organization.
d. Action Without a Meeting.   Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting, provided all Directors consent in writing and set forth in the same writing the action or decision taken or made.  Consent in writing shall have the same force and effect as a unanimous vote, and may be described as such in any document executed by or on behalf of the corporation.
6. Conflict of Interest. Directors shall avoid conflicts of interest with respect to Board decisions on contracts or other transactions as defined by the Board and under procedures specified by the Board.
7. Compensation.  Members of the Board shall receive no compensation for their services, but directors may be reimbursed for expenses incurred while acting on behalf of the corporation if the Board so provides by general resolution or in a specific case.
ARTICLE V
COMMITTEES
1. Executive Committee.
a. Creation. The Board may by resolution establish an Executive Committee of the Board consisting of seven or more directors, three of whom shall be the President, Treasurer and Clerk, and three shall be Vice Presidents responsible for Administration, Member Services and Outreach. The President shall appoint the members of the Executive Committee with the approval of the Board. The Executive Committee shall have the authority to act for the Board except with respect to (a) the amendment or repeal of these Bylaws or the adoption of new Bylaws; (b) the amendment of the Articles of Organization;  (c) the merger or dissolution of the corporation; (d) the election or removal of officers or directors from office; (e) changing the number of directors; or (f) the approval of any expenditure in excess of $5,000.
b. Meetings. The provisions of Article IV, paragraphs 5 and 6 shall apply to the Executive Committee, except that notice of meetings may be made with reasonable advance notice under the circumstances.
2. Other Committees.  The Board may establish such committees and subcommittees, as it deems appropriate, indicating whether the committee falls within the area of responsibility of Administration, Member Services or Outreach. The President may appoint persons to all such committees and subcommittees, whether or not they are directors, and the Chairs of each of the Committees, who shall be directors, with the approval of the Board.
3. Advisory Council. The Board may create an Advisory Council comprised of members of the community whose support and advice the Board believes will assist the corporation in advancing its purposes, and the President, with the approval of the board may appoint members of the Advisory Council.
ARTICLE VI
OFFICERS
1. Officers.  The officers of the corporation shall consist of a President, a Treasurer, a Clerk, and Vice Presidents for Administration, Member Services and Outreach, each of whom shall be directors, and such other officers, whether or not directors, as the Board may determine. The duties and powers of the officers of the corporation shall be as provided in these Bylaws and, except to the extent inconsistent with the Bylaws, shall be those customarily exercised by corporate officers holding such office.
2. Election. The Initial President, Treasurer and Clerk shall be those specified in the Articles of Organization. The Initial Board may elect other officers as it determines. The Initial Board, at the time it elects the new Board under Article IV, section 3.a., shall elect all officers, and thereafter officers shall be elected by the Board, at the annual meeting, The President, Treasurer and Clerk shall serve for one year or until a successor is elected and qualified, and other officers may be elected at any time and shall serve at the pleasure of the Board.
3. President. The President shall preside at all meetings of the Board and Executive Committee at which he or she is present, and shall perform such other duties as may be required of him or her by the Board of Directors.  He or she shall also serve as the Chief Executive Officer of the corporation, and shall have general charge and supervision of affairs of the corporation, unless the Board shall appoint an employee to serve in that capacity.
4. Treasurer.  The Treasurer shall cause to be kept full and accurate account of the receipts and disbursements of the corporation, and shall deposit or cause to be deposited all moneys and other assets in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.  He or she shall disburse or cause to be disbursed corporate funds, making proper vouchers for such disbursements, and shall render to the President and the Board, upon request, an accounting of all his or her transactions as Treasurer and of the financial condition of the corporation. The Treasurer, with the approval of the President or the Board as may be required, shall cause to be filed on a timely basis any reports or informational or tax returns required by law.
5. Clerk.  The Clerk shall record or cause to be recorded all votes and minutes of all proceedings of the Board of Directors in a book to be kept for that purpose.  He or she shall give or cause to be given notice of all meetings, where required, shall have custody of the corporate seal, if any, and shall perform such other duties as may be prescribed by the Board.  If the Clerk is absent from any meeting of the Board or Executive Committee, a temporary Clerk chosen at the meeting shall exercise the duties of the Clerk at the meeting. The Clerk shall be a resident of Massachusetts unless the corporation has duly appointed a resident agent for the service of process.
6. Vice Presidents for Administration, Member Services and Outreach. These officers shall be responsible for overseeing work done in the respective areas of concern by individuals and committees as specified by the Board from time to time.
7. Removal and vacancies. An officer may be removed from office by a majority vote of the Board then in office, with or without cause. The Board may fill vacancies in any office.
ARTICLE VII
AMENDMENTS
1. Amendments to Bylaws and Articles of Organization. The Board may amend, repeal, or add to any of the Bylaws and adopt new Bylaws, by vote of a majority of directors then in office.

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