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Bylaws of WHCD

1. NAME: The name of the organization is Weston Heritage Conservation District (also known by its acronym WHCD).

2. PURPOSE: WHCD is a nonprofit organization formed to establish, maintain, and promote the Weston Heritage Conservation District.

3. MEMBERSHIP: Membership shall be open to any individual residing in Weston and to others interested in supporting the purpose of the WHCD. Active members will be those registered with the Secretary, either in writing delivered to the Secretary, or by other means determined by the Board, one month prior to the delivery of any required notice to the members as prescribed by this by-law.

4. MEETINGS: The members of the organization shall be convened at least once annually by notification at least two weeks in advance of the meeting. All meetings shall be convened by the president or his/her delegate and conducted according to Robert's Rules of Order.

5. QUORUM: The quorum for the annual general meeting shall be ten (10) members.

6. MEMBERS OF THE BOARD: The ten (10) members of the board shall be the president, vice-president, secretary, treasurer, a representative of the Weston Historical Society and five (5) directors,

7. ELECTION, TERMS OF OFFICE: A slate of officers and directors shall be presented to the annual general meeting, and election shall be by majority vote of members present. Other nominations may be made at the meeting by a mover and seconder, in which case such an election shall be by ballot. Terms of office shall normally be for two (2) years, and reelection to office shall be an option.

8. PRESIDENT: The president shall preside at meetings of the membership, as well as at meetings of the board. Should the president be unable to preside for any reason, the vice-president shall preside; should both the president and the vice-president be unable to preside, a former president of the organization shall preside. The president shall be a member of all standing and ad hoc committees and shall be deemed the chief executive officer of the organization.

9. VICE-PRESIDENT: The duties of the vice-president shall be to substitute for the president when necessary and to serve as assigned by the board.

10. SECRETARY: The secretary shall record the transactions of the organization at its meetings, distribute its minutes, keep its records, and undertake its correspondence.

11. TREASURER: The treasurer shall maintain a bank account for its moneys, discharge all payments incumbent on it, keep a record of all income and disbursements, present all necessary records to the board, and distribute a financial statement to the annual meeting.

12. VACANCIES: Should a board member resign or for some reason be unable to function, the board may appoint a substitute who shall serve in such office until the next meeting of the membership, at which time an election for the remainder of such a term shall be held.

13. THE BOARD: The board shall carry on the business of the organization with full powers of implementation between meetings of the membership. It shall report its actions at the following annual general meeting of the membership for approval. All the officers and directors of the organization (as listed in article 6) shall be members of the board under the convenership of the president. The quorum for the board shall be five (5), and majority approval shall be binding.

14. AD HOC COMMITTEES: The board may appoint ad hoc committees for specific purposes, but such committees shall not continue beyond the next annual general meeting of the organization unless they be reappointed for another year. All ad hoc committees must report to the next annual meeting.

15. VOTES BY EMAIL: The Board and Ad Hoc Committees may make decisions at a meeting or by votes conducted by email.

16. DISSOLUTION: Should the organization cease to exist, its funds shall be transferred to an entity legally entitled as a nonprofit organization, approved by the WHDS.

17. AMENDMENT OF BYLAWS: Amendments to the bylaws may be made by notice of motion presented to the membership at least one month in advance of the next annual meeting. Such notices of motion shall be supported by the board or by at least three members and transmitted to the organization through the board, which shall transfer such notice of motion without change or comment to the membership with the notice of meeting. Approval by two-thirds of the membership present at such a meeting shall be required for any such change in the bylaws.

18. NOTICE OF ANNUAL GENERAL MEETINGS: Notice of Annual/General meetings of the members may be delivered by email to the roster of active members. Those without a registered email address may be given notice by delivery to their last registered address.

Weston, March 22, 2005 (Amended November 19, 2009)

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