Jackson Appleton Middlesex Business Resident Association (JAMBRA)
BY-LAWS
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ARTICLE I
Name, Location, and Purposes
The name, the location of the principal office, and the purposes of the corporation shall be as set forth in the agreement of the association, as from time to time amended and these by-laws, the powers of the corporation and of its directors and members, and all matters concerning the conduct and regulation of the affairs of the corporation shall be subject to such provisions in regard thereto, if any, as are set forth in the agreement of association; and the agreement of association is hereby made a part of these by-laws.
ARTICLE II
Membership
1. There shall be such classes and types of membership as the board of directors may from time to time establish.
2. The board of directors may fix the amount of annual dues for each class of membership. Unless the board of directors shall have made other provisions in respect thereof, all property owners, businesses, and residents on and near the JAM neighborhood and all persons interested in its welfare shall be eligible for membership in the corporation and, upon paying the dues fixed for the current year, shall be entitled to participate in all of its deliberations. Dues for the then current fiscal year shall be payable at the close of each annual meeting (or special meeting in lieu thereof) of the members.
3. Any members may resign at any time by filing a written resignation with the clerk. Any firm, person, corporation, association, or trust otherwise eligible for membership may be denied or removed from membership by a majority vote of the whole board of directors for any reason it may deem sufficient.
ARTICLE III
Meetings of Members
1. All meetings of the members shall be held in Massachusetts at such place as is stated in the call or notice.
2. The annual meeting of the members shall be held on the second Wednesday in the month of October, at such hour and place as the president or the clerk may determine. Purposes for which an annual meeting is to be held additional to those prescribed by law, by the agreement of association, and by these by-laws may be specified by the president or by two or more directors. If such annual meeting is omitted on the day herein provided therefore, a special meeting may be held in lieu thereof, and any business transacted or elections held at such meeting shall have the same effect as if transacted or held at the annual meeting.
3. Special meetings of the members may be called by the president, the clerk, or any two directors.
4. A written notice of each meeting of members, stating the place, day, and hour thereof, and the purposes for which the meeting is called, shall be given by the clerk at least seven days before the meeting to each member personally or by leaving such notice with him/her or at his/her residence or usual place of business, or by mailing it, postage prepaid, addressed to such member at his/her address as it appears upon the books of the corporation, or electronically to the email address as it appears upon the books of the corporation. In case of the death, absence, incapacity, or refusal of the clerk, such notice may be given by any other officer or by a person designated either by the clerk or by the person or persons calling the meeting or by the board of directors. No notice of the time, place, or purpose of any regular or special meeting of the members shall be required if every member or his/her attorney, hereunto authorized, by a writing which is filed with the records of the meeting, waives such notice.
5. At any meeting of the members, a majority of members in attendance shall constitute a quorum for the consideration of any question, but a fewer number may adjourn any meeting from time to time, and the meeting may be held as adjourned without further notice. When a quorum is present at any meeting, a majority of the members represented thereat shall, except where a larger vote is required by law, by the agreement of association, or by these by-laws, decide any question brought before such meeting.
6. Each member shall have one vote. Members may vote only in person and not by proxy.
ARTICLE IV
Nominations
At least thirty days before the date fixed for the annual meeting of the members, the president, with the advice and consent of seven members, three of whom may currently be serving as a member of the board of directors, shall nominate candidates for the various offices to be voted upon by the members at their annual meeting. The nominating committee shall deliver its report nominating officers and directors to the clerk who shall include such report with the notice of the annual meeting (or special meeting in lieu thereof) of the members. Additional nominations may be made by the members if a notice in writing, signed by no fewer than ten members, giving the names of such additional nominees, has been filed with the clerk not later than ten days prior to the date of such meeting; provided, however, that in the event notice of such meeting has been delivered to members less than fourteen days prior to the date of such meeting, additional nominations may be made from the floor without filing a written notice with the clerk in advance of the meeting.
ARTICLE V
Board of Directors
1. There shall be a board of directors of no fewer than five nor more than fifteen directors elected by the members by ballot at the annual meeting of the members. Each director shall be a member. Subject to law, to the agreement of association, and to the other provisions of these by-laws, each director shall hold office until the next annual meeting of the members and until his/her successor is chosen and qualified, or until he sooner dies, resigns, is removed, or becomes disqualified.
2. The board of directors shall have and may exercise all the powers of the corporation except such as are conferred upon the members by law, by the agreement of association, and by these by-laws.
3. Regular meetings of the board of directors may be held in such places, within or without the Commonwealth of Massachusetts, and at such times as the board may by vote from time to time determine, and no notice shall be required for any regular meeting held at a time and place fixed in advance by the board of directors if notice of the times and places so fixed for regular meetings shall have been given, within the same calendar year, in writing to each director by leaving such notice with him/her or at his/her residence or usual place of business, or by mailing it, postage prepaid, addressed to such director at his/her address as it appears upon the books of the corporation.
4. Special meetings of the board of directors may be held at any time and at any place, within or without the Commonwealth of Massachusetts, when called by the president, the clerk, or two or more directors, reasonable notice thereof being given to each director by the clerk or, in case of the death, absence, incapacity, or refusal of the clerk, by the president or the directors calling the meeting, or at any time without call or formal notice, provided all the directors are present or waive notice thereof by a writing which is filed with the records of the meeting. In any case, it shall be deemed sufficient notice to a director to send notice by mail at least forty-eight hours, or by email at least twenty-four hours, before the meeting, addressed to him/her at his/her usual or last known business or residence address.
5. A majority of the directors then in office shall constitute a quorum for the transaction of business, but a fewer number may adjourn any meeting from time to time, and the meeting may be held as adjourned without further notice. When a quorum is present at any meeting, a majority of the directors in attendance thereat shall, except where a larger vote is required by law, by the agreement of association, or by these by-laws, decide any question brought before such meeting.
ARTICLE VI
Committees
The board of directors, or the president with the approval of the board of directors, may appoint such committees as the board of directors may deem desirable, including an executive committee to whom may be delegated from time to time and until further order of the board of directors any or all of the powers of said board in connection with the management of the affairs of the corporation. Such committees may be temporary or continuing, shall act under the supervision of the board of directors and shall act with respect to such special or general problems as the board of directors may from time to time determine. Members of such committees may be removed at any time with or without cause and any committee may be terminated at any time by the board of directors.
ARTICLE VII
Officers
1. The officers shall be a president, a treasurer, a clerk, and such other officers as the board of directors may in their discretion from time to time appoint. The president, the treasurer, and the clerk shall be chosen at the annual meeting of the members.
2. The president, the treasurer, and the clerk shall be directors. The clerk shall be a resident of Massachusetts but need not be a director. So far as is permitted by law, any two or more offices may be held by the same person. Subject to law, to the agreement of association, and to the other provisions of these by-laws, each officer shall hold office until the next annual meeting of the members and until his/her successor is chosen and qualified, or until he/she sooner dies, resigns, is removed, or becomes disqualified. Each officer shall, subject to these by-laws, have in addition to the duties and powers herein set forth such duties and powers as are commonly incident to his/her office, and shall from time to time designate.

ARTICLE VIII
Treasurer
The treasurer shall be the chief financial officer of the corporation and shall, subject to the direction and control of the board of directors, have general charge of the financial affairs of the corporation and the care and custody of its funds, securities, and valuable papers, except his/her own bond, if any is required, and except records and documents required hereby or by vote of the directors to be kept by some other person. If required by vote of the board of directors, he shall give bond in such form and with such sureties as the board of directors may require. He shall keep or cause to be kept accurate books of account available at all reasonable times to inspection by any director. He shall have power to endorse for deposit or collection all notes, checks, drafts, and other obligations and orders for the payment of money to the corporation, and to accept drafts on its behalf. If at any time the treasurer is absent or unable to serve, the assistant treasurer, if one shall have been elected, shall have all of the powers given to the treasurer by these by-laws.
ARTICLE IX
Clerk
1. The clerk shall keep the agreement of association, an attested copy of the articles of organization and articles in amendment of said agreement or of said articles and of these by-laws, with a reference on the margin of these by-laws to all amendments thereof, and a true record of all meetings of members and of the board of directors in a book to be kept therefor, which book shall be open at all reasonable times to the inspection of any member. In the absence of the clerk at any such meeting a temporary clerk shall be chosen, who shall record the proceedings of such meeting in the aforesaid book. The clerk and such temporary shall be sworn.
2. The clerk shall also keep or cause to be kept the membership books of the corporation, which shall contain a complete list of all members and their residences, at an office of the corporation in the Commonwealth of Massachusetts for the inspection of the members.
ARTICLE X
Resignations and Removals
Any director or officer or agent may resign at any time by delivering his/her resignation in writing to the president or the clerk or to a meeting of the board of directors. The members may, with or without cause, by vote of two thirds of the members present in person at any meeting called for the purpose, remove from office any director or directors, the president, the executive vice president, the treasurer, or the clerk, one or more. The board of directors may, with or without cause, by a majority vote of the whole board of directors, remove from office any officer appointed by the board or terminate or modify the authority of any such officer or agent. The board of directors may, by a majority vote of the whole board of directors, remove from office any director or other officer for any reason it may deem sufficient.
ARTICLE XI
Vacancies
If the office of any director, the chairman of the board, the president, the treasurer or the clerk, or one or more becomes vacant, by reason of death, resignation, removal or disqualification, a successor or successors may be elected by the members at a meeting called for the purpose, which may be the same meeting at which a former holder of such office was removed, or in the absence of such election by the members a successor or successors may be elected by the board of directors by a vote of a majority of the directors then in office. If the office of any other officer thus becomes vacant, the board of directors may elect or appoint a successor, by vote of a majority of the directors present and voting. Each such successor shall hold office for the unexpired term, and until his/her successor shall be elected or appointed and qualified, or until he sooner dies, resigns, is removed, or becomes disqualified. The board of directors shall have and may exercise all its powers notwithstanding the existence of one or more vacancies in its number as fixed by the members provided there be at least two directors in office.

ARTICLE XII
Seal
The seal of the corporation shall, subject to alteration by the board of directors, consist of a flat faced circular die with the words “Massachusetts” and “Corporate Seal”, together with the name of the corporation and the year of its organization, cut or engraved thereon.

ARTICLE XIII
Execution of Papers
Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts, and other obligations made, adopted or endorsed by the corporation shall be signed by the president or the treasurer.
ARTICLE XIV
Fiscal Year
Except as from time to time otherwise prescribed by the board of directors, the fiscal year of the corporation shall be June 30th.
ARTICLE XV
Amendments
These by-laws may be amended or repealed, and new by-laws may be adopted, by the vote of two-thirds of the members present at any annual meeting (or special meeting in lieu thereof) of members or at any special meeting of members called for the purpose.