By Laws

The Marshfield Council on Aging Boosters Inc. is a membership organization governed by Bylaws as voted by the membership at an annual meeting. A Board of Directors, composed of up to 18 members, generally meets monthly but no less than quarterly and holds an annual meeting for membership.  Directors may serve up to four consecutive three-year terms. Officers include President, Vice President, Secretary, Treasurer, Assistant Treasurer, and Development Officer who are elected by membership for up to two consecutive two years terms.   Membership is open to anyone of any age and geographic location who is interested in supporting the purposes of the Boosters and who has a genuine concern for senior citizens of Marshfield. A member submits an application form and pays annual dues which are determined and voted upon by the Board of Directors.  Support can be shown by assisting and attending fundraising events, sharing time and talents as a board member or simply by joining the Boosters and paying dues.

The Marshfield Council on Aging Boosters, Inc

ByLaws

Article I: Name

The name of this organization shall be The Marshfield Council on Aging Boosters, Inc. herein after referred to The Marshfield COA Boosters or Boosters.

Article II: Location

The principal office shall be at 230 Webster Street, Marshfield, MA. With a mailing address of Post Office Box 165, Marshfield, MA. 02050.

Article III: Purpose

This organization is intended to be an independent tax-exempt, not for profit Massachusetts Corporation.  Its purpose shall be but not limited to:

  1. Augment the efforts of the Marshfield Council on Aging in its efforts to provide services, resources, and activities for senior citizens of the town of Marshfield.
  • Sponsor enrichment programs for the senior citizens of Marshfield.
  • Raise, hold, receive gifts and bequests, invest, or dispense funds for the furtherance of the goals of the Marshfield Council on Aging.

Article IV: Membership

  1. Membership shall be open to anyone who is interested in supporting the purposes of this organization in an active or financial manner and who has a genuine concern for the senior citizens of the town of Marshfield. Members must be in good standing with the Marshfield COA Senior Center
  • A member is a person who submits a signed application form and pays annual dues at the beginning of the fiscal year beginning January 1st. 
  • Members shall have the right to attend the annual meeting, vote and hold office, serve in any appointed capacity, and to participate in any of the organization’s activities.  Members may attend committee meetings and or Board of Directors meetings as observers and may speak when recognized by the Chairperson.
  • Annual membership shall be determined and voted upon at the annual meeting.  Annual dues shall be used for the organization’s operational expenses.  Annual membership fees and categories shall be determined by the Board of Directors and entered in the Policies and Procedures.

Article V: Fiscal Year

The Fiscal Year shall be From January 1 through December 31.

Article VI: Finances

  1. Deposits of Assets of the Boosters:

All funds received by The Marshfield COA Boosters which are assets of the Marshfield COA Boosters shall be turned over to the Assistant Treasurer, who shall record and deposit them to the account designated by The Marshfield COA Boosters Board of Directors, and the Treasurer will receive original deposit bank receipts.

  • Deposits of Assets where Boosters is serving as Fiscal Agent:

All funds received by The Marshfield COA Boosters which are NOT assets of the Marshfield COA Boosters and for which the Boosters is serving as the fiscal agent shall be turned over to the Treasurer, who shall be responsible they are recorded and deposited to the account designated by the Marshfield COA Boosters. 

  • Disbursement of Assets of the Boosters:

Funds which are assets of the Marshfield COA Boosters shall be disbursed by the Treasurer as authorized by the Marshfield COA Boosters.

  • Disbursement of Funds which are not Assets of the Boosters:

Funds for which the Marshfield COA Boosters is serving as a fiscal agent shall be disbursed by the Treasurer as requested by an approved agent of the program, task force or committee, or Director of the Marshfield Council on Aging.

  • Reconciliation:

The Treasurer’s Monthly Financial Report and the Assistant Treasurer’s Revenues Report shall be reconciled quarterly, and any irreconcilable irregularities reported to the Boosters Board of Directors.

Article VII: Monies

  1. Monies shall be solicited in the name of the organization only by persons and/or programs approved by the Marshfield Boosters Board of Directors.
  • Monies shall be raised through dues, solicitation in the name of this organization, fundraising events, sales, and other activities sanctioned by this organization.
  • This organization shall be authorized to accept gifts of bequests.

Article VIII: Officers

  1. The Officers shall be President, Vice President, Treasurer, Assistant Treasurer, Secretary and Development Officer.
  • Officers shall be elected by the membership at the Annual Meeting, having been nominated for the positions by majority vote of the Board of Directors.
  • The term of service for an Officer shall be two years.  Officers shall be limited to two consecutive terms in the same position.  The exception shall be if no one comes forward to fill the position the current person in that position can be re-elected at the annual meeting for the term of one year.
  • No Officer may be nominated and elected to serve in more than one officer position concurrently.  However, when an opening occurs in any officer’s position, the President may appoint another officer to serve as an interim, thereby having one person serving in two officer positions, until such time as a new office is nominated and elected.
  • All Officers shall be considered members of the Board of Directors.
  • An Officer or Director may be removed from office and/or the Board of directors for cause, by a majority vote of the Board of Directors.

Article IX: Responsibilities of the Officers

  1. The President:
  2.  Prepares Board meeting agendas and runs all Board meetings.
  3. Serve ex officio on all committees.
  4. Signs documents, contracts and agreements as authorized by the Board.
  5. Responsible for filing all required forms and reports.
  6. Authorized to sign checks (as the Treasurer can do) and conduct financial transactions as approved by the Board of Directors.
  • The Vice President:
  •  Assumes the responsibilities of the President in his or her temporary absence.
  • Oversee membership of the Boosters.
  • The Treasurer:
  • Maintains an accurate account of all monies.
  • Present a written financial report at each regular meeting of the Board. Signs checks and pays bills as authorized by the Board.
  • Responsible for filing of annual 990 Federal Non-Profit Form
  • The Assistant Treasurer:
  • Collect, count, and keep an accurate record of all monies, including type of funds (list of all checks, cash), received for the benefit of the Marshfield COA Boosters treasury. 
  • Deposit all boosters’ funds into the designated accounts.
  • Provide the Treasurer with receipted bank deposit slips.
  • The Secretary:
  • Record the minutes of all Board meetings.
  • Answer all correspondence as directed by the President.
  • Maintain a roster of names, mailing addresses, email addresses, telephone numbers of the Board, Officers, and committees, as well as data on terms served by officers and board members.
  • Sign all documents, contracts and agreements requiring the signature of the Secretary as authorized by the Board.
  • Perform such other duties as the President may assign that have approval of Board of Directors and listed in Policies and Procedures.
  • Preserve and store in a safe place copies of originals of all minutes, correspondence, roster, documents, contracts, agreements, and annual reports and turn over records to the current and incoming President of the Board of Directors
  • Development Officer:
  • Identify and steward prospective donors specifically from within the business and professional sector.
  • Develop and coordinate corporate/business donation strategies as well as planned giving and memorial gifts.
  • Develop solicitation materials, build, and sustain donor relationships, and create data base and e mail contact list for these sectors.
  • Report monthly to the Board of Directors.
  • Make recommendations regarding funding opportunities and take actions as approved.
  • Perform such other duties as the President may assign that have approval of Board of Directors and listed in Policies and Procedures.

Article X: Board of Directors

  1. The Board of Directors shall be comprised of up to eighteen (18) members of whom six (6) are officers and up to twelve (12) are directors.  Officers and/or Directors completing a term who wish to and are eligible to serve an additional term must be nominated by the Boosters’ Board of Directors and elected at the annual membership meeting.
  • Directors shall serve three-year terms.
  • Directors shall be limited to serving a maximum of four consecutive terms, or twelve years.
  • To avoid any conflict of interest no Board member of the Marshfield Council on Aging may be a Director or Officer of the MCOA Boosters.
  • No permanent employee of the COA may be a Director or Officer of the Marshfield COA Boosters.

Article XIII: Quorum and Voting

  1. For Annual meeting of the membership, a Quorum for the transaction of business shall exist when eleven (11) members are present.
  • Vacancies on the Board shall be temporarily filled by appointment by the President as “interim” Directors, until the next annual Meeting at which time the individual will be presented for election.

Article XI: Powers of the Board of Directors

  1. The board, subject to these bylaws and any limits set by the general membership, shall exercise all corporate powers and conduct, manage, and control the affairs and property of this organization.
  • At the end of his/her term each outgoing Board member will turn over to the current or incoming President of the board of Directors all Booster reports, books, and materials.
  • The board shall establish Policies and Procedures for matters not requiring By-Law change and additions will be made at board meeting after discussion and majority vote of approval by board members in attendance.

Article XII: Meeting and Elections

  1. General Meetings of the membership shall be held as needed.
  2. The Annual Meeting of the membership shall be held at a time determined by the Board of Directors for the purpose of electing Directors and Officers, reporting annual dues and categories, receiving the annual treasurer’s report, bylaw changes and other business placed on the agenda.
  • Special meetings for emergencies may be called by the President or upon written request of a least seven (7) Directors or eleven (11) members.
  • Meeting Notices: Notice of general or annual meetings shall be given in person or by telephone, facsimile transmission, or electronic mail at least twenty-four hours in advance of the meeting or by mail postmarked a least three (3) days in advance of the meeting, such notice to contain a description of the general nature of the business be transacted.
  • Board of Directors meetings shall be held as needed, generally monthly, but no less than quarterly and shall be open to the membership, who may attend as observers and speak when recognized by the President.
  • For all general Board and committee meetings, a quorum for the transaction of business shall exist when a majority of Directors are present.
  • At the Annual meeting, each member or Director shall have one vote. The President shall not vote unless the vote is tied.

Article XIV: Committees

  1. The Board of Directors may create committees as deemed necessary or advisable.
  • The Board of Directors shall solicit membership for, and make appointments to, committees.  Committees shall report their findings and recommendation to the Board for approval and actions.  Committees shall choose their own chairpersons unless appointed by the Board. Each Committee should have a minimum of one Board member on their committee.

Article XV: Personal Liability

The members, directors and officers of this Organization shall not be personally liable for any debt, liability, or obligation of this organization.  All persons, corporations are other entities extending credit to, contracting with, or having any claim against this organization may look only to the funds and property of this organization for the payment of any contract or claim, or for the payment of any debt, damages, judgment, or decree, or of any money that may otherwise become due and payable to them for the organizations.

Article XVI: Parliamentary Authority

It shall be according to Robert’s Rules of Order, as amended, as the rules of procedure. The rules of procedure shall be according to Robert’s Rules of Order for all meetings of the Membership, Board and committees provided for in the Bylaws.

Article XVII: Bylaw Revisions and Amendment

  1. These Bylaws may be amended by a vote of two-thirds of the members present at the meeting for which a quorum exists.
  • Proposed Bylaw changes shall be submitted in writing to the Board of Directors.
  • No vote on a proposed amendment shall be taken until at least thirty (30) days have passed after submission to the Board and the membership has been notified in writing at least two (2) weeks prior to the vote meeting.

Article XVIII: Property, Assets and Dissolutions

Upon dissolution of the corporation, any remaining assets shall be transferred to another Massachusetts corporation classified under Sec. 501(c)(3) of the Internal Revenue Code as amended and having purposes compatible to those of this organization, as determined by vote of the membership.

Bylaws as of 1/13/2021 including changes voted and approved upon at Booster Annual meeting

SA