Kelwyn Manor Association

BY-LAWS

Kelwyn Manor Association Inc.

The Kelwyn Manor Association was formed: To foster a spirit of civic duty, and to promote the civic, social and cultural interests of the residents of that section of Arlington, Massachusetts known as Kelwyn Manor and to do any and all acts incident to, or helpful, in order to foster or perpetuate those aims.

ARTICLE I

The name of this corporation shall be: "KELWYN MANOR ASSOCIATION, INC."

ARTICLE II

SECTION I. OFFICERS. The officers of the Corporation shall be a President, Vice-President, Treasurer and Clerk. There shall be a Board of Directors consisting of thirteen members: the four officers, eight elected members, and the outgoing President. The outgoing President shall serve on the Board of Directors for a period of one year. The four officers shall be members of the Board of Directors ex-officio.

SECTION II. ELECTION OF OFFICERS. The President, Vice-President, Treasurer and Clerk shall be chosen annually by the members. Eight members of the Board of Directors shall be elected to serve for a period of two years each, four being elected annually. Subject to the provision of the following section the Officers shall hold office for one year and the eight Directors for two years, and until their successors are chosen and qualified.

SECTION III. RESIGNATIONS. Any Officer of the corporation may resign by filing a written resignation with the Board of Directors which shall take effect on being so filed.

SECTION IV. VACANCIES. A vacancy in the Board of Directors or in any other office from whatever cause arising, may be filled at a special meeting of the members called for that purpose in the manner hereinafter provided, or by appointment of the President with the approval of the Board of Directors, and the person so chosen shall, subject to the provisions of the preceding section, hold office during the balance of the unexpired term of his predecessor and until his successor is chosen and qualified. If a vacancy should occur during the first year of a Director's two-year term, the Director selected shall serve only until the next election, at which time a Director shall be elected for a one-year term as well as four Directors for two-year terms.

ARTICLE III

SECTION I. DIRECTORS AND MEMBERS. So far as permitted by law, except as expressly provided otherwise in the By Laws, all of the powers of the corporation shall be exercised by the members and the directors shall exercise only such powers as are required by law to be exercised by the Directors, or are by these By Laws expressly conferred upon them. The members shall accordingly have the general control and supervision of the business of the corporation and may, among other things, create such additional offices as they may deem necessary and proper, and define the powers and the duties thereof, and may appoint any person temporarily to perform the powers and duties of any other officer during his absence or temporary disability. The Board of Directors is empowered to appropriate for the use of any Committee a sum of money not in excess of $100, and to direct the Treasurer to make such fund available to the Committee upon request of the Chariman of that Committee. The Board of Directors is also empowered to authorize the expenditure for any purpose in furtherance of the objectives of the Association in an amount not exceeding $250 and to direct the Treasurer to expend such sum.

SECTION II. PRESIDENT. The President shall, when present, preside at all meetings of the members and of the directors. The President shall inform himself concerning all the affairs of the corporation and see that the duties of the officers and employees of the corporation are properly discharged, that its by-laws are observed, and that all statements and returns required by law are made.

SECTION III. VICE-PRESIDENT. The Vice-President shall when the President is absent, or if the President shall be unable, or deem it advisable, preside at all meetings of the members, and of the directors. The Vice-President shall aid and assist the President in the performance of his duties, and wherever advisable or necessary shall perform the duties of the President in his stead, and on his behalf. The Vice-President shall inform himself concerning all the affairs of the corporation and so far as it is deemed practical by the President, the Vice-President shall concern himself with the conduct of the officers and employees of the corporation.

SECTION IV. TREASURER. The Treasurer shall have general supervision and control of all of the funds of the corporation. He shall cause accurate books of account to be kept of all of the business of the corporation. He shall make annual reports in writing of the business and condition of the corporation, which reports shall be preserved upon its records, and he shall furnish such other reports regarding its business and condition of the Board of Directors, or the members, may from time to time require. He shall sign, seal, endorse any and all obligations of the corporation including, but not limited to, checks, notes, drafts, bills of exchange, contracts, covenants, agreements, leases, deeds or any other such or similar instruments or documents. All checks shall be countersigned by the President.

SECTION V. CLERK. The Clerk shall be sworn to the faithful discharge of his duties, and shall record in books kept for the purpose all votes and proceedings of the members and directors at their respective meetings.

SECTION VI. All officers shall be elected by written ballot.

ARTICLE IV

MEMBERS' MEETINGS

SECTION I. ANNUAL MEETINGS. The annual meeting of the members of the corporation shall be held in the Town of Arlington on a day during the month of March, at eight o'clock in the evening, to elect officers, hear the report of the Treasurer and to transact such other business as may properly come before the meeting.

SECTION II. SPECIAL MEETINGS. A special meeting of the members shall be called by the Clerk whenever ordered by the Board of Directors or requested in writing by at least ten percent of all the members of the corporation. If the Clerk, when so ordered, or requested, refuses or negelcts for more than two (2) days to call such a meeting, the Board of Directors, or the members so requesting, may in the name of the Clerk, call the meeting by giving notice thereof in the manner required when notice is given by the Clerk. A special meeting shall be held in each year during the month of October, after proper notice, at a time and place to be determined by the Board of Directors.

SECTION III. QUORUM. At any meeting of the members a quorum for the transaction of business shall consist of fifteen (15) or more members, in good standing and entitled to vote.

SECTION IV. NOTICES. Except as above provided, notices of the annual or any special meeting of the members shall be given by the Clerk by delivering or mailing, postage prepaid, to each member, a written or printed notification of such meeting, at least seven (7) days before the meeting, to such address as may be registered with the corporation by the members.

SECTION V. PLACE OF MEETING. All special meetings of the members shall be held in the Town of Arlington at the regular and usual meeting place of the corporation, unless the members shall fix some other place of meeting.

ARTICLE V

DIRECTORS' MEETINGS

SECTION I. ANNUAL MEETING. There shall be a meeting of the Board of Directors chosen at the annual meeting of the members immediately after such meeting, or in case a majority of the directors so chosen shall not be present at such meeting, then such meeting shall be held at such time and place as shall be designated in a call by any two (2) directors chosen at such annual meeting, notice of which shall be sent by the Clerk or by such two (2) directors, two days before the time fixed for such meeting as in the cdases of special meetings of directors.

SECTION II. SPECIAL MEETINGS. A special meeting of the directors shall be called by the Clerk at the written request of the President, Vice-President, Treasurer, or any two (2) directors, and if the Clerk when so requested refuses or fails for more than twenty-four hours to call such meeting, the President, Vice-President, Treasurer, or such two (2) directors may in the name of the Clerk call such meeting by giving due notice in the manner required when notice is given by the Clerk.

SECTION III. QUORUM. A majority of the directors as provided by Article II, Section I, shall constitute a quorum for the transaction of business.

SECTION IV. NOTICES. Except as above provided, notice of any special meeting of the directors shall be given by the Clerk by delivering or by mailing, addressed to each director, postage prepaid, at his address as registered on the books of the corporation, or if not registered, at his last known address, a written or printed notification of such meeting at least three (3) days before the meeting.

SECTION V. PLACE OF MEETING. All special meetings of the Board of Directors shall be held at the regular or usual meeting place of the corporation in the Town of Arlington, or such other place within the Town of Arlington as the persons or person requiring such meeting to be called, may designate, but any meeting may adjourn to any other place.

SECTION VI. SPECIAL ACTION. When all the directors shall be present at any meeting, however called, or wherever held, or shall assent to the holding of the meeting without notice, or after the meeting shall sign a written assent thereto on the record of such meeting, the acts of such meeting shall be valid as if such meeting had been regularly held.

ARTICLE VI

SECTION I. FISCAL YEAR. The fiscal year of the corporation shall end on the thirty-first day in March of each year.

ARTICLE VII

SECTION I. SEAL. The seal of the corporation shall be circular in form bearing the inscription: "KELWYN MANOR ASSOCIATION, INC., ARLINGTON, MASS."

ARTICLE VIII

SECTION I. AMENDMENT OF BY-LAWS. At any meeting of the members these by-laws may be amended by the majority vote of the members present who are in good standing and entitled to vote, provided, however, that notice of the proposed amendment was set forth in the notice of the meeting sent to the members.

ARTICLE IX

SECTION I. OFFICES. The principal office of the corporation shall be at 48 Eliot Road, in the town of Arlington, or such other place as the members may determine.

ARTICLE X

MEMBERSHIP

SECTION I. MEMBERSHIP. Membership in the Association is limited to persons of voting age, who are residents of KELWYN MANOR, or non-resident owners of premises therein.

SECTION II. NEW MEMBERS. Every application for admission to membership shall be in writing upon blanks prescribed by the Board of Directors. The application shall in all cases be accompanied by one year's dues for the fiscal year. All new members shall be admitted by a majority vote of the Board of Directors at any regular or special meeting of the Board.

SECTION III. DUES. the annual dues shall be $1.00 payable in advance.

SECTION IV. REINSTATEMENTS. A member who has been dropped for non-payment of dues may rejoin the Association by making a written request to the Board of Directors. Said request shall be accompanied by not exceeding one year's payment of the dues in arrears together with dues for the current fiscal year. Any member who has resigned in good standing may be re-admitted to membership by approval of the Board of Directors.

SECTION V. REJECTION. If any applicant is rejected for membership all monies or checks accompanying the application shall be refunded.

SECTION VI. HONORARY MEMBERS. Honorary Members may be elected by the Board of Directors at any regular or special meeting. Such honorary members shall not be subject to any dues except that all other provisions of the by-laws shall apply to and be binding upon them.

SECTION VII. RESIGNATION. Any member in good standing and not indebted to the Association may resign at any time by written notice to the Clerk.

SECTION VIII. SUSPENSION. A member ceases to be in good standing and is automatically suspended from all privileges of membership upon the next October 1st following the expiration of the period for which his dues have been paid.

ARTICLE XI

COMMITTEES AND CONDUCT OF BUSINESS

SECTION I. COMMITTEES.

a. The following Standing Committees are to be appointed by the President for one year and shall contain five or more members:

• Membership
• Civic Betterment
• Social
• Youth Recreation
• Good Cheer
• Nominating (one who must be a Past President)

b. the Park Committee shall consist of six members with the President serving ex-officio as an additional member. The President shall appoint the members for a three-year period with two members being appointed each year. The responsibilities of this Committee are for the improvement and maintenance of the Park.

c. All Committee Reports are to be in writing.

SECTION II. CONDUCT OF BUSINESS. Roberts Rules of Order shall be the authority for the conduct of all meetings of the corporation or of its Board of Directors.

ARTICLE XII

SECTION I. AREA OF KELWYN MANOR. The area of KELWYN MANOR is defined as follows:

1. Bay State Road, both sides of the street.
2. Cabot Road, both sides of the street.
3. Cheswick Road, both sides of the street.
4. Colonial Drive, both sides of the street, excluding St. Jerome's Property.
5. Eliot Road, both sides of the street.
6. Lake Street, all odd numbered houses from No. 139 to No. 189 inclusive.
7. Pioneer Road, both sides of the street.
8. Princeton Road, both sides of the street.
9. Putnam Road, both sides of the street.
10. Roanoke Road, both sides of the street.
11. Sheraton Park, both sides of the street.
12. Spy Pond Parkway, both sides of the street.