AEF Charter

Ashland Emergency Fund

December 2017 

BY-LAWS

Article I

Name 

The name of the organization shall be the Ashland Emergency Fund, Inc. (AEF), a corporation incorporated under and pursuant to the G.L.c. 180 of the Commonwealth of Massachusetts.

Article II

Objectives 

The objectives of the AEF are:

• To provide emergency financial support for members of the Ashland Community, who find themselves in need, who are unable to resolve that need without assistance, and who are unable to get that assistance from State, Federal or other sources;

•  To create a permanent fund from which moneys may be drawn to meet the emergency requirements of individuals and/or families living in the Ashland community with preference given to those residing in Ashland for at least the two immediately previous years;

• To establish an association of individuals which will be able to respond rapidly to emergency situations for which the emergency fund itself may not be adequate; and

• To create a heightened sense of responsibility within the community to support community for the need to support our neighbors.

Article III

Membership

Section 1

Any individual, firm partnership, corporation or association may become a member by donating money or volunteering time to the AEF.

Section 2

There shall be two (2) kinds of memberships:

1. Board Member: Any individual who subscribes to the objectives of the AEF, who donates a sum of money and/or time within a calendar year and in each subsequent calendar year while he/she is on Board of Directors, and who is elected to the Board of Directors at an Annual Meeting of the AEF or appointed by the Elected Officers.

2. Association Member:  Any individual, firm, partnership, corporation or association, which donates a sum of money and/or time within a calendar year and in subsequent calendar years, and which subscribes to the objectives of the AEF.

Membership at Large is comprised of the sum total of all Board Members and Association Members.

Section 3

Each member of the Membership at Large shall be entitled to one (1) vote on any matter brought before any regular or meeting of the AEF. The members of the Membership at Large shall be entitled to one (1) vote on any matter brought before any executive meeting.  Each member of the Membership at Large that was a Member at Large the previous calendar year shall be entitled to one (1) vote at the annual meeting for elections of officers.

Section 4

Any member having a grievance or complaint against the AEF may appeal to the members of the Association at any regular meeting or to the executive meeting, if requested.

Section 5

Unless otherwise provided by law or these by-laws, all the rights, title, and interest of a member of the AEF in or to the AEF or its property shall cease on the termination of membership.

Section 6

All the books and records shall be open for inspection by any current Board member at the offices of the Treasurer. All regular and annual meeting minutes, as well as summaries of disbursements by categories will be made available to all members at large and to the general public upon request.

Section 7

Any member of the AEF who violates the By-laws or rules and regulations of the AEF, or who shall deceive or wrong the AEF or a member thereof or other person, or who shall conduct himself or herself so as to make the AEF undesirable shall be censured, suspended or expelled by majority vote after notice and a formal hearing at an executive meeting of the AEF.

The Board of Directors must notify a member in writing by certified mail of any impending action to censure, suspend or expel said member; the Board of Directors shall also notify the membership at large for such pending meeting by mail, though not necessarily certified mail, or posted on the official AEF public website or social media site.  The member shall have 14 days from the postmark date of the notification letter in which to respond in writing by certified mail to the Chairperson of the AEF requesting a formal hearing before a meeting of the AEF.  Such formal hearing will be held at a time and place designated by the Chairperson not more than 21 days after the postmark of the member’s reply letter.  If the member fails to respond as specified above, membership shall be immediately canceled.  If a formal hearing is held at an executive meeting of the AEF, the Board of Directors shall record the action taken and notify the member in writing within ten (10) day of the action taken. Regardless of the outcome, there shall be no refund of any donations previously made by censured, suspended, or expelled said member.

ARTICLE IV

Elected Officers

Section 1

Elected Officers of this Association shall be:  Chairperson, Vice Chairperson, Secretary, and Treasurer who are to be elected for terms of one (1) year by majority vote of all voting members of the AEF present at the annual meeting of the AEF. The officers shall perform the duties prescribed by the parliamentary authority adopted by this AEF and those prescribed by these By-laws.  Officers shall be nominated from the membership at large.

Section 2

The Chairperson (Chair) shall:

a.   Preside over all meetings of the AEF and the Board of Directors.

b.   Sign, with the Treasurer, all notes and deeds on behalf of the AEF.

c.   Ex-Officio or at the request of three members or officers, call special meetings of the AEF and the Board of Directors.

d.   Appoint the Chairperson and members of all other committees, except the Screening Committee, of the AEF (as defined hereinafter by Article VII).

e.   Serve as ex-officio member of all committees, except any nominating committee and of the Screening Committee.

Section 3

The Vice Chairperson shall:

a.   Assume all of the responsibilities of Chairperson in the event that the Chair shall not be able perform those duties, shall be absent at a meeting of the AEF, should resign from the AEF, or in any way cease to be active in his/her leadership role for the AEF.

b.   Shall perform any duty assigned to him/her by the Board of Directors at a duly called meeting of the Board of Directors.

c.   Serve as ex-officio member of all committees, except any Nominating Committee and of the Screening Committee

Section 4

The Secretary shall:

a.   Keep a complete and accurate record of all meetings of the AEF and the Board of Directors.

b.   Shall sign all checks issued by the AEF in the event that the Treasurer shall not be available.

c.   Perform such other duties as may be required by the Board of Directors.

Section 5

The Treasurer shall:

a.   Sign all checks and with the Chairperson sign all notes, deeds and other obligations of the AEF.

b.   Receive all funds, and serve as the custodian of all securities and property of the AEF.

c.   Keep a full and accurate account of all financial transactions of the AEF in books belonging to the AEF and deliver such books to the successor in office when elected.

d.   Prepare a full report of all financial matters and present such to the members at the annual meeting and to the Board of Directors whenever requested.

e.   Deposit all moneys of the AEF in the name of and to the credit of the AEF in such depositories as may be designated by the Board of Directors.

f.    Present to the Board of Directors all books, records, and other documents as may be necessary for a complete and accurate audit of financial books of the AEF.

Section 5

Candidates for the offices of Chairperson, Vice Chairperson, Secretary and Treasurer shall be nominated by any member at the Annual Meeting or Special Meeting held in lieu thereof.

Section 6

Vacancies occurring in any office shall be filled by majority vote of the Board members at a specially called meeting of the Board of Directors, the notice for which must indicate that such an election is to take place.

ARTICLE V

Meetings of the Association

Section 1

Meeting definitions:

a)   Annual meeting is held before the last day in February to vote for Elected Officers: Chair, Vice Chair, Treasurer and Secretary and for the Board of Directors. The purpose of the meeting shall be to elect officers and the Board of Directors of the AEF and anyone can attend. All eligible Members at Large may vote for Elected Officers and the Board of Directors during this meeting.

b)    Executive meeting, also known as a Board of Director meeting, is held to discuss confidential business matters. All Elected Officers, Board Members, and guests invited by the Board of Directors are invited to attend. All Elected Officers and Board Members are eligible to vote on matters during this meeting. Executive meetings can be called by an Elected Officer with at least 5 days advance notice.

c)    Regular meeting is typically held once per month and anyone can attend. The purpose of the meeting shall be to receive reports from officers and committees and to conduct other business as appropriate. All eligible Members at Large may vote.

Section 2

The Board of Directors shall determine the time and place for the annual meeting or any special meetings of the AEF to be held in lieu thereof and notice therefore shall be given by the Secretary by email or posted on the official AEF public website or social media site at least ten (10) days prior to such meeting to each member of the AEF.

Section 3

A quorum of a properly called meeting shall be five (5) voting members present. To be counted as present, the member should be physically at the meeting location or on a conference call or similar technology setup by the elected officers.

Section 4

Proxy votes may be cast at a properly called meeting of the AEF.  Proxy votes must be received by the Secretary of the AEF not less than five (5) days prior to the date of that meeting in order to be cast at the meeting. If a member casts a proxy vote attends then attends the meeting and casts a vote, the proxy  vote for that member will be canceled.

Section 5

A voting member may notify the Secretary of the AEF not less than five (5) days prior to the date of that meeting in order to delegate his/her vote to another present voting member. The delegate may cast a vote on behalf of  that voting member if that voting member is not present at the meeting.

ARTICLE VI

Board of Directors

Section 1

The governing body for the AEF shall be the Board of Directors.  The Board of Directors shall determine the policy for the AEF within guidelines established by the membership in attendance at the annual and/or special meetings of the AEF.

Section 2

The Board of Directors shall be composed of the Chairperson, Vice Chairperson, Secretary, and Treasurer and at least two members at large of the AEF. There shall be no more than 15 members of the Board of Directors.

Section 3

Meetings of the Board of Directors shall be called by the Chairperson not less than twice annually or more frequently, if in his/her judgment the business of the AEF requires it. Upon requests by two (2) members of the Board of Directors, a meeting may be called at any time, provided that those requesting the meeting serve notice to the entire Board of Directors, together with a detailed list of the subjects to be considered or discussed. Notice of all such specially called Board of Directors meetings shall be by email at least five (5) days in advance of such meetings.

Section 4

The Board of Directors shall control the business and affairs of the AEF, shall enforce the rules and regulations established by the membership which are not in conflict with the law or these bylaws, shall manage the activities of the AEF and shall guide the officers and agents of the AEF.

Section 5

A quorum for a properly called Board of Directors meeting shall be a simple majority of the Board of Directors membership.

Section 6

Telephone meetings of the Board of Directors may be called by the Chairperson and he/she shall submit the minutes of the telephone meeting to the Secretary within three (3) days.  The Secretary shall deliver copies of the minutes to the other Board of Directors members.

  ARTICLE VII

Committees 

Section 1

There shall be a Screening Committee, a Disbursement Committee, and such other Committees as the Board of Directors shall determine.  All committees shall act under the authority and direction of the Board of Directors.  Committee members shall be selected from the membership at large, except the Board of Directors which shall be elected from the voting membership at large.

ARTICLE VIII

Screening Committee

Section 1

A Screening Committee consisting of Three (3) members in good standing shall be appointed by majority vote of the Board of Directors of the AEF for a term of one (1) year or until his/her successor shall be elected and qualified.

Section 2

The Screening Committee shall review all requests for assistance and approve or disapprove same.  If a request is approved for a resident that has not been established in Ashland for at least the two previous years, then the request also needs to come before the Board of Directors for approval as well. Two members are required to approve a request. Should any Screening Committee member vote No, approval must be recorded, majority vote of all members of the Screening Committee and the results shall be communicated in writing to the Treasurer of the AEF with all votes, for and against, noted.  Requests for assistance shall be held confidential, shall describe the need to be met in detail, and shall keep confidential the name(s) of applicants from all members of the AEF, including the Screening Committee, the Treasurer and the Secretary. Case Numbers shall be assigned by the requester and all actions taken shall refer to case number. For special situations recipients may become known to the AEF and internal records may note the name(s) but only after being approved by the recipient. Any member of the Screening Committee can bring a decision to the Board of Directors for subsequent review and consideration.

Section 3

The Screening Committee shall meet as frequently as is required in order to review requests for assistance. Such meetings may be by telephone. Requests for assistance may be submitted by email and voting may take place by email.

Section 4

At each meeting of the Board of Directors, the Screening Committee shall provide a summary of requests for assistance approved or disapproved as may be requested by the Board of Directors.

Section 5

Any vacancy in the Screening Committee shall be filled by majority vote of the Board of Directors, until the next Annual Meeting or Special Meeting held in lieu thereof.

ARTICLE IX

Disbursement Committee

Section 1

A Disbursement Committee consisting of no less than two (2) members in good standing shall be appointed by majority vote of the Board of Directors of the AEF for a term of one (1) year or until his/her successor shall be elected and qualified. The disbursement committee shall issue payments (checks) for all approved requests for assistance. The Treasurer is an ex-officio member of the Disbursement Committee.

ARTICLE X

Assistant Treasurer

Section 1

The Board may appoint an assistant treasurer. The assistant treasurer will perform duties as assigned by the Board of Directors in the assistance of the Treasurer.

ARTICLE XI

Parliamentary Authority

Section 1

Meetings of the AEF shall be governed by the current edition of “Roberts Rules of Order”, except as may be modified by these by-laws as time to time amended.

ARTICLE XII

Miscellaneous 

Section 1

No officer or member of the AEF shall be compensated for work performed on behalf of the AEF.

Section 2

No officer or member of the AEF shall hire or cause to be hired an employee to work on behalf of the AEF.

Section 3

The Fiscal Year of the AEF shall be January 1 to December 31.

Section 4

Upon dissolution of the AEF, should such event occur, the Board of Directors should make its best effort to disburse any and all remaining funds of the AEF to other charitable organizations within Ashland. If no agreement can be made by the Board of Directors, then all remaining funds of the AEF shall be delivered by the Treasurer to the local chapter of the United Way to use for the benefit of Ashland residents.

Section 5.

These by-laws may be amended by majority vote of members present at any annual meeting, called for such purpose, of the AEF. Amendments must be approved by a majority vote of members present. Any member may present amendments for consideration by the voting members.