BY-LAWS OF THE CAMBRIDGE RESIDENTS ALLIANCE

Article 1 – Organization:

         The name of the organization shall be the Cambridge Residents Alliance, inc. The purposes of this organization include promoting public participation and a sense of community among Cambridge residents;  providing a forum for dialogue and civic action to improve and maintain the quality of life in our neighborhoods; advocating for the availability of affordable housing; and promoting the multi-cultural and cooperative fabric needed for a diverse and inclusive community.

Article 2 – Meetings:

         The organization shall hold regular meetings, one of which shall be designated the Annual Meeting. At the Annual Meeting there shall be elections as needed to elect or re-elect members of the Board, who shall constitute the Board of Directors.  The notice of the Annual Meeting shall be posted ten days in advance on the organization’s web site and sent by e-mail to those members who have made their e-mail addresses available.

         The Board shall meet monthly or as needed in the months September through June. The Officers of the Board shall meet prior to the Board meeting to prepare the agenda for the meeting. Requests to add items to the agenda should be made to the chair at least two days prior to the meeting.

         The Officers or Board may schedule general membership meetings and forums as needed, as long as the date and place are posted 5 days in advance on the Web Site, and circulated by e-mail to the Board.

Article 3 – Membership:

1. Eligibility. Membership in the organization is open to anyone living in Cambridge who supports the mission and purposes of the organization. Qualified persons may become members in by signing a printed or on-line membership form which expresses the organization’s mission and goals.
2. Voting. All members in good standing shall be eligible to vote at the Annual Meeting or other meetings requiring members vote on an issue.
3. Quorum. Fifteen (15) members, including not less than two (2) officers of the organization shall constitute a quorum to transact membership voting or business at the Annual Meeting.
4. Action. Notwithstanding that the Board is the governing body of the organization, members may, at a duly noticed annual, special or regular (general) meeting, vote on any matter that the Board may vote on, subject to the following:  Membership voting shall be exercised in a manner consistent with these by-laws, the Articles of Organization and applicable law, and in furtherance of the purposes of the organization.  A vote by a majority of a quorum (as defined in Article 2 (C) above) shall be required for the taking of action by members pursuant to the foregoing.
5. Dues. Dues will be $10.00, or whatever an individual can afford, collected by the Treasurer and used to defray the costs of the organization. The Treasurer shall have a list available at the Annual Meetings of dues-paying members.

Article 4– Board:

1. Election.  Members shall elect a Board of directors of at least 11 and not more than 25 from the membership. Board members will serve for a two-year term,.
   1. Nominations made to the Secretary will be accepted fourteen (14) days prior to the annual meeting.  All nominations must be seconded.  Every member at the meeting shall receive one ballot and may vote for up to the number of open seats.  The candidates receiving the most votes will be elected or re-elected for a two year term.  In the case of a tie, a runoff will occur between the candidates.  All terms begin at the close of the annual meeting.
   2. If the Board believes they need representation from particular Cambridge communities or constituencies not represented on the body, they may elect additional members by a 2/3 vote of those present at a regular meeting. Re-election of those members would proceed through the annual meeting process described in (a).

1. Meetings.  The Board shall hold regular open meetings of the Board to discuss the means of improving and maintaining neighborhood life, and to further the purposes of the organization and policy positions adopted at General Meetings.  All Board meetings shall be open to general members and minutes will be taken and made available.

1. Rules and Duties.  The Board shall be charged with the general management of the organization.  The Board shall adopt rules to regulate its own meetings.  The Board shall:
   1. Ensure that the minutes of all meetings are kept;
   2. Represent the organization in all matters;
   3. Maintain records of the activities of the organization and of the Board;
   4. Gather information and carry out research on issues affecting the neighborhoods[x1]  of Cambridge;
   5. Publicize meetings and other activities of the organization and neighborhood issues;
   6. Encourage and assist the formation and activities of small neighborhood groups affiliated with the organization;
   7. Hold neighborhood meetings inviting the community at large, including members as well as non-members; and
   8.  Engage in such other activities as may be lawful and customary for a neighborhood association consistent with applicable law.
   9. Removal. The Board may elect, for stated cause, to remove a member by a two-thirds vote of the Board. If a vacancy occurs in the Board, a replacement shall be chosen by a majority vote of the remaining members of the Board, which replacement shall remain a member for the balance of the term of the replaced member.
2. Powers. All lawful powers not expressly given to the Board may be exercised by said Board, subject to said powers being exercised in furtherance of the purposes of the organization in a manner consistent with these by-laws, the Articles of Organization and applicable law.
3. Quorum. A majority of the Board shall constitute a quorum for the transaction of business.  If a quorum shall not be present at any meeting of the Board, the Board members present may adjourn the meeting, without notice other than announcement at the meeting, until a quorum shall be present.
4. Action.  The act of a majority of the Board members present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by law, the organization’s Articles of Organization or these By-Laws.
5. Compensation. Board members shall not be compensated for their services as members other than the reimbursement of reasonable and necessary expenses incurred in the performance of such services.

Article 5– Officers:

The Board shall choose officers from its elected members. Each officer shall serve for two years, or until the end of his/her term as a Director, whichever comes first.  The Officers of the organization shall be:

1. Chair – Will be responsible for the preparation of agendas for meetings, preside over meetings and entertain motions for a vote.
2. Vice-Chair(s) will preside in the absence of the chair, and assist in developing meeting agendas and facilitating the meetings.
3. Clerk/Secretary – shall be responsible for maintaining the membership list, taking meeting minutes, recording votes, and notifying members of meetings by email or otherwise. Assistant Secretaries may be appointed as needed to assist in the foregoing tasks.
4. D.  Treasurer – shall be responsible for collecting dues, maintaining the organization’s finances, and paying the organization’s debts.  The Treasurer shall make the organization’s financial records available for inspection upon the request of any member.
5. Executive Committee: Between regular meetings of the Board, the officers shall constitute an Executive Committee, empowered to carry out the business of the organization as needed. If the organization engages paid staff, employee or consultants, the Executive Committee will be responsible for supervision.

Article 6 – Committees

Standing and ad-hoc committees will be formed, as needed either by a vote of the Board or members at regular or general meetings. Either the Board, or the Committees shall select a Chair, responsible for ensuring that the committee meets and has an agenda. Committees shall advise the Board on specific issues.  Committee meetings shall be open to all members.  Committees shall be responsible for keeping and distributing minutes.  Committees will report their work at general meetings and Board meetings.

Article 7- Advisory Board:

The Board by 2/3 vote may recruit individuals onto an Advisory Board, to provide advice, information or guidance that will assist the governance of the organization.

Article 8 – Amendments:

Any part or all of these By-Laws may be altered, amended or repealed from time to time by a two-thirds vote of the Board members present at a regular or special meeting of the Board duly called for that purpose, provided that notice of the substance of the proposed alteration, amendment or repeal shall be stated in a notice for such meeting e-mailed to the Board members no less than seven (7) days before such meeting.

Article 8 – Conflict of Interest

No member of the organization may participate in the evaluation, review, and approval of any application for a grant or any other matter in which he or she has a direct personal interest.  No member may participate in a particular matter in which an organization by which he or she is employed, or of which he or she is an officer or director, has greater than a ten percent (10%) interest.  The decision of the Board shall be final in determining whether a member shall be disqualified from participation in any way in the matter.

All grants and other transactions shall be conducted at arm’s length and shall not violate the proscriptions in the Articles of Organization, these By-Laws, or any other applicable prohibition against the organization’s use or application of its funds for private benefit.  No such loan or transaction shall be entered into if it would result in denial of or loss of tax-exempt status under Section 503 or 504 of the Internal Revenue Code and its regulations as they now exist or as they may be hereafter amended.

As voted and adopted September 19, 2012.

Amended April 21, 2013.