NEWCOMERS CLUB OF THE ANDOVERS
REVISED BY-LAWS

Revised April 12, 2004

Article I – Name
The organization shall be known as the Newcomers Club of the Andovers, Inc.

Article II - Purposes
The purpose of the organization is to facilitate social interaction amongst newcomers and established residents of Andover and North Andover through various diverse activities and functions.

Article III - Meetings
The club year shall run from September through June. Club functions will be held monthly or as published in the club newsletter. General meetings of the members may be held at such time and place as the Board may determine.

Article IV - Membership
Membership is open to all newcomers and residents of Andover and North Andover. Payment of dues establishes membership and makes the member eligible to participate in club activities, vote in elections (one vote per household), hold a Board position, and/or chair a committee. A member directory shall be provided to each member annually. The directory is to be used by members for social purposes only. Any other use of the directory, including the solicitation of sales or any other business, is prohibited.

Article V - Dues
The annual dues will be fixed by the Board periodically. Dues will be paid annually by September 30 to enable members' names to be in the directory. Membership dues may be paid after that date, but the members' names will not be included in the directory. Those joining in May or June will pay the annual dues for the following club year.

Article VI - Board
Section I: The Board shall consist of the following positions: President, 1st Vice President, 2nd Vice President(s), Secretary, Treasurer, Legal Liaison, Andover and North Andover Membership Chairpersons, Membership Administrator, Activities Coordinator, Newsletter Editor, Directory Editor/Mailer, Publicity Chairperson, and Website Coordinator.

Section II: The immediate past President may be invited to attend Board meetings as the Honorary Advisor to the Board, but shall not have voting rights.

Section III: A Board member’s term is two years. The only exceptions are that the President and 1st Vice President have one-year terms. However, the 1st Vice President is, in effect, the President-elect and, shall, upon confirmation at the current year’s Board election, become President. All Board members may serve in the same capacity for only one term, the Treasurer being the only exception. A majority vote of the Board may override the restrictions hereunder.

Section IV: All current Board members and those seeking nomination to the Board shall not use their position to influence personal, financial, or business gains.

Section V: At the January Board meeting, the President will appoint 3 to 5 members to a Nominating Committee. The Nominating Committee shall consist of past or present Board members and at least one general member. The Nominating Committee shall have ready a slate of officers at or before the April Board meeting.

Section VI: Nominations for candidates for any position shall be accepted from the general membership, with consent from the candidate. If there is more than one candidate for any position, election shall be by written ballot.

Section VII: The election of Board members will take place at or before the June Board meeting. The membership present will constitute a quorum for the purposes of the election.

Section VIII: Installation of the Board will occur at the June Board meeting.

Article VII – Duties of the Board
Section I: Subject to the by-laws, the Board will manage the affairs of the organization. Regular meetings of the Board shall be held on such days and at such times as the Board determines. Board members are responsible for attending meetings of the Board and for maintaining detailed notes of their job/activities during their term. Each board member shall pass their notes on to incoming Board members.

Section II: The President shall preside over all functions and meetings of the Board and shall oversee all committees.

Section III: The 1st Vice President is responsible for planning and coordinating general membership functions as well as the end of year social. The 1st Vice President shall perform the duties of the President in his/her absence. The 1st Vice President shall become President for the following club year, upon confirmation at the annual Board election.

Section IV: The 2nd Vice President(s) shall plan and coordinate general membership social events. The 2nd Vice President(s) shall also perform the duties of the 1st Vice President in his/her absence, or of the President, in the absence of both the 1st Vice President and the President.

Section V: The Secretary shall conduct all general correspondence as directed by the Board and shall record the minutes of all the Board meetings. He/she shall have the minutes distributed prior to the next Board meeting. He/she shall also maintain and have available, at each Board meeting, all minutes from prior Board meetings for the current club year, for reference purposes.

Section VI: The Treasurer shall receive all monies of the Club and pay out funds by order of the Board. The Treasurer shall keep accurate records of receipts and disbursements. All financial records shall be reviewed by an independent accountant at such times as the Board designates. The Treasurer shall be responsible for collecting membership dues. In conjunction with the Membership Administrator, the Treasurer shall maintain an updated list of current club membership. Responsibilities also include providing monthly accounting updates at the Board meetings which display current quarter and YTD income and expenses for the club’s general funds as well as for each activity group’s funds.

Section VII: The Legal Liaison shall advise the Board regarding any known or potential legal issues or risks of the club. The Legal Liaison shall also review and maintain current the documents of incorporation of the organization and such other legal documents, as the board deems appropriate. He/she shall coordinate with legal counsel when appropriate, as directed by the Board. The Legal Liaison shall take minutes at the Board meetings in the absence of the Secretary.

Section VIII: The Membership Chairpersons of Andover and North Andover are the club’s designated contacts for receiving new membership inquiries. Working together, the Membership Chairpersons shall develop and maintain a one-page club overview/information sheet for realtor distribution to new residents. To build club membership, they shall also contact new area residents whose names they have received from realtors or other sources, and acquaint them with the Newcomers' Club, its functions, and activities. The Membership Chairpersons should also be available at all general membership functions to greet new people and make them feel welcome.

Section IX: The Membership Administrator shall maintain the records pertaining to membership and help the Membership Chairpersons when needed.

Section X: The Activities Coordinator shall organize and coordinate the activity groups. The Activities Coordinator shall identify chairpersons for all activity groups, keeping the Board informed. The Activities Coordinator is also responsible for ensuring that each activity chairperson notifies the Activities Coordinator of all scheduled activities and event outcomes of the activity groups.

Section XI: The Newsletter Editor is responsible for compiling and publishing a monthly Newsletter that is distributed to each club member from September through June. He/she shall forward relevant Newsletter material to the Website Coordinator for posting to the Newcomers’ website on an agreed upon schedule and also ensure that the internet-based club calendar is updated and current. The Newsletter Editor will manage advertisements to be included in the newsletter, including advertiser relationships and advertiser fee collection.

Section XII: The Directory Editor/Mailer is responsible for publishing the Newcomers' Directory in October. He/she is also responsible for the mailing of the monthly newsletter.

Section XIII: The Publicity Chairperson is responsible for building and developing community awareness of the club. He/she shall arrange for appropriate publicity for selected club functions and activities through the local media, direct the posting of advertisements in various high-traffic community areas, and coordinate with town/local website administrators. The Publicity Chairperson also establishes and maintains a club scrapbook. He/she may, at her discretion, appoint a Publicity Committee(s) to assist him/her with these tasks.

Section XIV: The Website Coordinator shall enhance and maintain the Newcomers Club of the Andovers website. The Website Coordinator is responsible for ensuring that information regarding key events is posted online in a timely fashion.

Article VIII – Procedure for Changing the By-Laws
Proposed amendments to the by-laws shall be presented to the President in writing. The President may appoint a By-Law Committee, if appropriate, to review or redraft proposed amendments and consider whether additional amendments may be warranted. The By-Law Committee (or the President if no committee is appointed) will present the proposed changes to the Board for discussion. The Board will vote on the changes. A majority vote, of the Board present, is necessary for passage.

Article IX – Dissolution
The organization may, subject to applicable provisions of law, be dissolved by the affirmative vote of a majority of the Board members. Upon such vote, a petition for dissolution may be filed in the Massachusetts Supreme Judicial Court, or the Superior Court, applying for authority to dissolve the organization and to distribute its funds. On liquidation or dissolution of the organization, all properties and assets remaining, after providing for all debts and obligations, shall be distributed to such other funds, foundations, or organizations formed and operated primarily for charitable, educational, scientific, civic or similar purposes in the public interest, which are not organized primarily for profit, and which shall at the time qualify as an exempt organization under Section 501(c) of the Internal Revenue Code of 1954 or the corresponding provision of any future Internal Revenue law, as the Board or a court may determine.

Article X – Indemnification
The Corporation shall, to the extent legally permissible and only to the extent that the status of the Corporation as exempt under Section 501(c)(7) of the Internal Revenue Code is not affected thereby, indemnify each of its directors and officers (including persons who serve at its request as directors, officers, employees or other agents of another organization in which it has an interest) (each an “Indemnitee”) against any claim, action, suit or other proceeding, whether civil or criminal (each a “Claim”), arising from the Indemnitee’s good faith actions or inactions on behalf of the Corporation, and shall pay all costs and damages which may be assessed against the Indemnitee(s), including amounts paid in satisfaction of judgments, in settlement or as fines and penalties, and counsel fees, reasonably incurred in connection with the defense or disposition of any such Claim, except insofar as such Claim results from the Indemnitee’s gross negligence or willful misconduct or with respect to any matter as to which the Indemnitee shall have been adjudicated not to have acted in good faith in the reasonable belief that the action or inaction was in the best interests of the Corporation; provided, however, that the foregoing indemnity obligation shall not apply (a) unless the Indemnitee has provided prompt written notice to a disinterested director of the Corporation, and (b) to any settlement entered into by an Indemnitee without the prior written approval of the Corporation that the settlement is in the best interests of the Corporation following a vote by a disinterested majority of the directors then in office. Expenses, including counsel fees, reasonably incurred by any Indemnitee in connection with the defense or disposition of any such Claim may be paid from time to time by the Corporation in advance of the final disposition thereof if the Indemnitee agrees in writing to repay the amounts so paid to the Corporation if the Indemnitee shall be adjudicated to be not entitled to indemnification in accordance with this Article XI or governing law. The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which the Indemnitee may be entitled. Nothing contained herein shall affect any rights to indemnification to which corporate personnel may be entitled by contract or otherwise. As used in this paragraph, the terms "director" and "officer" include their respective heirs, executors and administrators, and a "disinterested" director is one against whom any such Claim is not then pending.

Article XI – Rules of Order
The rules contained in "Roberts Rules of Order, Revised" shall govern the club in all cases to which they are applicable to the extent such governance is not otherwise addressed in the by-laws and is deemed necessary by the Board.