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.

 
MASNOWFIGHTERS