BYLAWS OF MASSACHUSETTS SELF STORAGE ASSOCIATION, INC. (MASSA)
ARTICLE I NAME
1.01. The name of the Association shall be Massachusetts Self Storage Association, Inc.
ARTICLE II OFFICES
2.01. The office of record of the Association shall be 10 State Street, Woburn, Massachusetts 01801. The Association may have such other offices either within or without the Commonwealth of Massachusetts as the Board of Directors (“Board”) may determine or as the affairs of the Association may require from time to time.
ARTICLE III PURPOSE
3.01. The purpose of this Association shall be:
a. To provide leadership and open lines of communication on issues that affect the self storage industry.
b. To define and assert standards of excellence in the self storage industry in the Commonwealth of Massachusetts.
c. To provide opportunities for members to increase their knowledge of the self storage industry through research, discussion and exchange of information.
d. To support, communicate, and cooperate with the national Self Storage Association (“SSA”), and to take all reasonable steps to encourage its members to also be members of the SSA.
e. To do any and all things that are appropriate to further these purposes.
ARTICLE IV MEMBERS
4.01. The Association shall have one class of members. The qualifications and rights of the members shall be as follows:
4.01A Membership Categories. Association membership categories shall consist of:
a. Owner/Operator: Any individual, partnership or corporation that owns, operates or manages one or more self-storage facilities may become an Owner/Operator member.
b. Professional: Any individual, partnership, professional corporation or corporation engaged in providing legal, accounting, auction, appraisal or other professional services the Self storage industry that supplies materials, products or services to the self storage industry may become a Professional member. Professional members shall be nonvoting members.
c. Associate Member: Any individual, partnership, professional corporation or corporation interested in becoming an owner, operator or manager of a self-storage facility, but has not yet entered the industry, may become an Associate Member. Associate members shall be non-voting members.
Qualifications of Members
4.02. Any individual, partnership, corporation or other entity which has reason to be interested in the self storage industry or MASSA, and who is willing to pay the regular dues and assessments and to conform with all other requirements and standards of the Association, as they may be promulgated from time to time, shall be qualified to be a member.
Application for Membership
4.03. A qualified applicant may be approved for membership upon:
a. Payment of such annual dues, fees and assessments as the Board of Directors may set; and
Members Subject to Bylaws
4.04. All members of the Association are subject to the regulations set forth in these Bylaws and as they may from time to time be amended.
4.05. Each member shall be entitled to one vote on each matter submitted for a vote of the members. Each partnership or corporate member shall appoint one individual who shall represent and vote for that member.
4.06. Members entitled to vote may do so at any duly called meeting, in person, or by proxy in writing, dated and filed with the Board of Directors. A proxy is revocable at any time before it has been exercised.
Voting by Mail
4.07. Whenever a question arises on which the members shall vote, the Board of Directors may call a special meeting for such purpose or may submit the question(s) to the members for a vote by mail. The question(s) shall be decided by the majority of votes received at the office designated on the ballot by 5:00 PM on the twenty-first day after the date of the mailing of the statement of the question(s) to be voted upon and the ballot to be used for voting thereon, which mailing shall be by First Class Mail. Should the twenty-first day fall on a holiday or day in which mail is not delivered, the time for acceptance shall be extended to the next business day. The majority of the ballots in the mail vote shall be as binding on the Association as if the vote had been taken at a duly called meeting.
Termination of Membership
4.08. The Board of Directors, by affirmative vote of two-thirds of all the members of the Board, may suspend or expel a member for cause after an appropriate hearing. Violation of these Bylaws, unethical practices, or conduct inconsistent with the purposes of the Association shall be sufficient cause for suspension or expulsion.
4.09. If any member shall be in default in the payment of dues or other charges for a period of ninety (90) days from the date on which they became payable, the member may be deemed to have resigned its membership, the member’s voting privileges will be revoked, and its membership may be terminated by the Board of Directors.
4.10. Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.
4.11. Upon written request signed by a former member and filed with the Secretary, the Board of Directors may, by the affirmative vote of two-thirds of the members of the Board, reinstate such former member to membership on such terms as the Board of Directors may deem appropriate.
Transfer of Membership
4.12. Membership in this Association is not transferable or assignable.
Necessity of Membership
4.13. All rights and privileges of membership in the Association shall
cease upon termination of membership.
ARTICLE V MEETING OF MEMBERS
5.01. There shall be an annual meeting of the members for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. The annual meeting shall be held at such time and place as the Board of Directors may determine.
5.02. Special meetings of the Association may be called by the President, by two-thirds (2/3) of the Board of Directors or upon the written request of not less than one-fifth (1/5) of the members.
Place of Meeting
5.03. The Board of Directors may designate any place within or outside the Commonwealth of Massachusetts as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the registered office of the Association; but if two-thirds (2/3) of the members shall meet at any time and place, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting, any corporate action may be taken.
Notice of Meetings
5.04. Written or printed notice stating the place, day and hour of any meeting of members shall be delivered, either personally or by mail, to each member entitled to vote at such meeting, not less than ten (10) nor more than fifty (50) days before the date of such meeting, by or at the direction of the President, or the Secretary, or the Directors or other persons calling the meeting. In case of a special meeting or when required by statute or by these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail and addressed to the member at his address as it appears on the records of the Association, with postage prepaid.
Informal Action by Members
5.05. Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting of the members, may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.
5.06. Twenty percent (20%) of the members shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.
5.07. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. A proxy may be revoked by the member executing it anytime before it has been exercised.
Voting by Mail for Directors or Officers
5.08. When Directors or officers are to be elected, such election may be conducted by mail in such manner as the Board of Directors may determine.
ARTICLE VI BOARD OF DIRECTORS
6.01. The Board of Directors shall manage the property, affairs and activities of the Association. The Board shall have the power to establish dues and assessments, determine the proper disbursement of Association funds, interpret the meaning of the Bylaws, make statements of policy, and exercise any authority necessary for the direction, supervision or control of the Association.
6.02. The number of Directors shall be not less than five (5) nor more than nine (9). Nominations for Directors shall be accepted for any Owner/Operator member in good standing who shall be eligible to be elected to the Board of directors, but the Board of Directors shall be limited to two vendor members at any one time, providing that the vendor member obtains more votes than an Owner/Operator candidate in the same election.
Term of Office
6.03. The term of office for a Director shall be for three (3) years, with the term commencing and ending concurrently with the Association’s fiscal year. The term of office for an Alternate Director shall be one (1) year. The terms of the first elected Board shall be staggered so that three (3) Directors shall serve a three (3) year term, three (3) Directors (if there be a total of more than five Directors) shall serve a two (2)year term, and all other first elected Directors shall serve a one (1) year term. The initial elected Board shall determine which Board members serve the lesser or greater terms.
Nomination for Directors
6.04. Nominations for Directors shall be accepted from any member in good standing. Nominations may be made in writing, or in person at a regular meeting of the membership, as determined by the Board of Directors. Written ballots shall be sent by First Class Mail to the members in good standing at the members’ last recorded addresses not less than forty-five (45) days prior to the date set for their tabulation. Ballots shall be returned to the office set forth by the Directors within twenty-one (21)days following the mailing. Ballots shall be tabulated and certified as determined by the Board of Directors. The results of the election shall be announced at the Association’s next membership meeting if that shall coincide with or occur within thirty (30) days of the tabulation; otherwise the results of the election shall be announced through publication by mail.
Resignation of a Director
6.05. A Director may resign at any time by giving written notice to the Board of Directors. The resignation shall take effect at the time specified or, if no time is specified, at the time of acceptance by the Board of Directors.
Removal of a Director
6.06. A Director may be removed at any time by a majority vote of members of the Association.
6.07. Any vacancy occurring in the Board of Directors, and any Directorship to be filled by reason of an increase in the number of Directors, shall be filled by the Board of Directors, except that if there be any elected Alternate Directors, the vacancy shall be filled by selection from among such Alternate Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. The Board of Directors shall have the option to, but shall not be compelled to, fill any vacancy so long as the total number of Directors remaining shall equal or exceed the minimum allowable number.
6.08. A regular meeting of the Board of Directors shall be held without other notice than these Bylaws, immediately after, and at the same place as, the annual meeting of the members. The Board of Directors may provide by resolution the time and place for the holding of additional regular meetings of the board without other notice than such resolution, other than citation of such resolution in the Minutes of the meeting at which such resolution was adopted and circulation of those Minutes prior to the date(s) scheduled for such meeting(s).
6.09. Special meetings of the Board of Directors may be called by or at the request of the President or any three (3) Directors. The person or persons authorized to call special meetings of the Board may fix any place as the place for holding any special meetings of the Board called by them, so long as it shall be reasonably convenient for the attendance of a quorum.
6.10. Notice of any special meeting of the Board of Directors shall be given at least five (5) days previously thereto by written notice delivered personally or sent by mail to each Director at his address as shown by the records of the Association. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.
6.11. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
Manner of Acting
6.12. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.
6.13. Directors as such shall not receive any salaries or other compensation for their services as Directors, per se, but nothing herein contained shall be construed to preclude any Director from serving the Association in any other capacity and receiving compensation.
Informal Action by Directors
6.14. Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the Directors.
ARTICLE VII OFFICERS
7.01. The officers of the Association shall be a President, one or more Vice Presidents, a Secretary, a Treasurer and such other officers as may be elected in accordance with the provisions of this Article. The Board of Directors may elect or appoint such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary.
7.02. Except for Assistant Secretaries or Assistant Treasurers, who may be from outside the Board of Directors and without requiring that they be members of the Association, all officers of the Association shall: (a) be members of the Association in good standing, (b) shall be members of the Board of Directors having sufficient time remaining in their respective terms of office as Directors to complete their tenures as officers while still serving as Directors, and (c) except for the initial elected officers, shall have served at least one (1) year on the Board of Directors prior to taking office as an officer.
Election and Term of Office
7.03. The officers of the Association shall be elected annually, for one (1) year terms, by the Board of Directors at the regular annual meeting of the Board of Directors. If the election of officers is not to be held at such meeting, such election shall be held as soon thereafter as convenient for the Board. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor has been duly elected and qualified.
7.04. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors, by a three-quarters (3/4) vote of the entire Board of Directors, whenever in the Board’s judgment the best interests of the Association would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.
7.05. A vacancy in any office, because of death, resignation, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
7.06. The President shall be the principal executive officer of the Association and shall in general supervise and control all of the business and affairs of the Association. He shall preside at all meetings of the members and of the Board of Directors. He may sign, with the Secretary or any other proper officer of the Association so authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of the Association; and, in general, he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
7.07. In the absence of the President or in the event of his inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in order of their election) shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned to him by the President or Board of Directors.
7.08. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. The Association shall bear the cost of any bonds required. He shall: have charge and custody of, and be responsible for, all funds and securities of the Association; receive and give receipts for moneys due and payable to the Association from any source whatsoever, and deposit all such moneys in the name of the Association in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article 9 of these Bylaws; and, in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
7.09. The Secretary shall: keep the Minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; give all notices in accordance with the provisions of these Bylaws or as required by law; be custodian of the Association records, the execution of which on behalf of the Association is duly authorized in accordance with the provisions of these Bylaws; keep a register of the address of each member which shall be furnished to the Secretary by each member; and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
Assistant Treasurers and Assistant Secretaries
7.10. If required by the Board of Directors, the Assistant Treasurers shall obtain bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Association shall bear the cost of any bonds required. The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary or by the President or the Board of Directors.
ARTICLE VIII COMMITTEES
Committees of Directors
8.01. The Board of Directors, by resolution adopted by a majority of the Directors may designate and appoint one or more committees, each of which shall consist of two or more Directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Association. However, no such committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the Bylaws, or in the elections, appointing or removing of any member of any such committee or any Director or officer of the Association.
8.02. Other committees not having and exercising the authority of the Board of Directors in the management of the Association may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be members of the Association, and the President of the Association shall appoint the members and shall be, ex officio, a member of any such committee at his own discretion. Any committee member may be removed by the President of the Association whenever, in his or her judgment, the best interests of the Association shall be served by such removal.
Term of Office
8.03. Each member of a committee shall continue as such until the expiration of the period designated by the Board of Directors or next annual meeting of the members of the Association and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member.
8.04. One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members of that committee.
8.05. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
8.06. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
8.07. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors.
ARTICLE IX CONTRACTS, CHECKS, DEPOSITS AND FUNDS
9.01. The Board of Directors may authorize any officer or officers, agent or agents, of the Association, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association. Such authority may be general or confined to specific instances. The Board of Directors may, solely in behalf of and for the benefit of the Association, approve and contract for any purchase, project or activity that, individually, does not require an outlay in excess of Five Thousand Dollars ($5,000.00), subject however to the requirement that sufficient uncommitted moneys are already on hand prior to that purchase, project or activity being approved. Commitments for any purchase, project or activity having a cost in excess of Five Thousand Dollars ($5,000.00) must be approved by a two-thirds (2/3) vote of the entire membership.
Checks and Drafts
9.02. All checks, drafts or orders for payment of money, notes or other evidences of indebtedness issued in the name of the Association shall be signed by such officer or officers, agent or agents, of the Association and in such manner as shall from time to time be determined by resolution of the Board of Directors, except that any such instruments in excess of Three Thousand Dollars ($3,000) must be executed by signature of two officers of the Association, one of which must be the Treasurer or an Assistant Treasurer and the other by the President, or by a Vice President who has been expressly authorized to act in this fashion by the Board of Directors. Recourse to executing two or more such instruments, as a means of avoiding this $3,000.00 stricture, is expressly prohibited.
9.03. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors may select, except that all such depositories must be insured by the Federal Deposit Insurance Corporation.
9.04. The Board of Directors may accept, on behalf of the Association, any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Association.
ARTICLE X CERTIFICATE OF MEMBERSHIP
Certificates of Membership
10.01. The Board of Directors may provide for the issuance of certificates or other written evidence of membership in the Association, which shall be in such form as may be determined by the Board. Such certificates shall be signed by the Executive Director. All certificates evidencing membership shall be consecutively numbered. The name and address of each member and the date of issuance of the certificate shall be entered on the records of the Association. If any certificate shall become lost, mutilated or destroyed, a new certificate may be issued on such terms and conditions as the Board of Directors may determine.
Issuance of Certificates
10.02. When a member has been elected to membership and has paid any initiation fee and dues that may then be required, a certificate or other written evidence of membership shall be issued in his name and delivered to him by the Secretary, if the Board of Directors shall have provided for the issuance of such certificates of membership under the provisions of Paragraph 10.01 of this Article.
ARTICLE XI BOOKS AND RECORDS
11.01. The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Association may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time. Financial reports consisting of at least an Income Statement and Balance Sheet shall be provided annually to the membership.
ARTICLE XII FISCAL YEAR
12.01. The fiscal year of the Association shall be based upon the calendar year.
ARTICLE XIII DUES, FEES AND ASSESSMENTS
13.01. The Board of Directors may determine from time to time the amount of initiation fee, if any, the annual dues and assessments payable to the Association by members, except that assessments for any purchase, project or activity whose undertaking shall be initiated by the Board of Directors shall be subject to the same limitations set forth in Section 9.01 of Article IX.
Payment of Dues
13.02. Dues shall be on a rolling basis and shall be renewable on the first day of the month in which they expire. Dues shall be payable in advance and cover a membership period of twelve (12) months, except that the initial year’s dues for any Member shall be prorated on a semi-annual basis. However, dues for the fiscal year of incorporation of MASSA, 1998, will not be prorated. In the event of a Member’s resignation, or the termination of any membership, there shall be no refund of any dues previously paid. The Treasurer or the Assistant Treasurer of the Association shall collect dues, fees and special assessments.
Default and Termination of Membership
13.03. See Section 4.09 of Article IV.
ARTICLE XIV INDEMNIFICATION
14.01. The Association shall defend and hold harmless all present and former Directors and Officers of the Association in any legal action brought against them arising out of Association business. Except for gross negligence or dishonesty, no action taken or omitted by a present or former Officer or Director shall make either liable to the Association.
ARTICLE XV DISSOLUTION
15.01. Upon dissolution of the Association, any funds remaining shall be distributed to one (1) or more qualified charitable or educational non-profit organizations, to be selected by the Board of Directors. No part of the funds shall be distributed to the members of the Association.
ARTICLE XVI AMENDMENTS TO BYLAWS
16.01. Recommended changes to these Bylaws may be submitted the membership for approval by a majority vote of the Board of Directors. A ballot with all recommended changes shall be mailed to all Members. Deadline for returning ballots shall be twenty-one (21) days from the posting date of subject submission. The results of the election shall be determined by a majority of the votes cast and shall be announced through the Association’s newsletter and/or at the annual meeting.