Town of Salisbury, MA Chapter A700 Council on Aging Bylaws

[HISTORY: Adopted by the Council on Aging of the Town of Salisbury 8-19-2003. Amendments noted where applicable.]

§ A700-1 Establishment.

The name of the organization shall be the "Salisbury Council on Aging," hereinafter referred to as the "COA," as established on May 17, 1975, by the Town Meeting vote of the Town of Salisbury, Massachusetts, pursuant to MGL c. 40, § 8B.

§ A700-2 Purpose.

The basic purposes of the COA are to:

A. Identify the total needs of the elderly population of the community.

B. Educate the community and enlist support and participation of all citizens in meeting the needs of the elderly in Salisbury.

C. Design, advocate and/or implement services to fill these needs, or to coordinate existing services, and to cooperate with the Massachusetts Executive Office of Elder Affairs, and the Elder Services of Merrimack Valley, and to be cognizant of state and federal legislation and programs regarding elders.

§ A700-3 Office.

The principle office of the COA shall be located at the William F. Hilton Senior Center, 43 Lafayette Road, Salisbury, MA 01952. All mail shall be delivered to this address, unless the Executive Director or the officers of the COA Board of Directors specify another address.

§ A700-4 Board of Directors.

A. The COA Board of Directors (hereafter referred to as the "COA Board" or "Board") shall consist of a minimum of seven members and a maximum of 12 members who are to be registered voters of the Town of Salisbury. An exception to the residency requirement may be made for a worthy person upon recommendation of the COA Board by majority vote.

B. Prospective COA Board members shall be nominated by a majority of the existing members of the COA Board, and no person so nominated for COA Board membership is to serve on said Board until appointed by the Board of Salisbury Town Selectmen.

C. Such persons shall be appointed on a rotating basis, so that not fewer than three new or previously appointed Board members shall be appointed annually, each for a three-year term.

D. COA Board membership shall reflect the makeup of the community at large and shall be composed of at least 51% of persons over 60 years old. No two members of the same family shall serve on the COA Board.

E. All members shall be sworn in by the Town Clerk within seven days of their appointment.

F. All COA Board members are unpaid officials of the Town of Salisbury; as such, each member shall be restricted in his or her actions and decisions by Massachusetts state ethics laws as defined in MGL c. 268A, "Conflict of Interest Law."

§ A700-5 Voting rights of members.

All voting rights shall be vested in the members, and each individual member shall be entitled to one vote with respect to any questions or matter which may come before a meeting of the members of the COA Board. Votes shall be cast only by members in attendance.

§ A700-6 Meetings; quorum; resignation.

A. Regular meetings. Regular meetings of the members of the COA Board shall be held once per month on the third Tuesday with the following exceptions:

(1) When the third Tuesday falls on a legal holiday, the meeting scheduled for that date may be held the following Tuesday.

(2) When the third Tuesday meeting conflicts with a Town Meeting or election, the meeting scheduled for that date may be held the following Tuesday.

(3) When deemed necessary by the majority of the COA Board, i.e. bad weather, the meeting scheduled for that date may be held the following Tuesday.

B. Special meetings. The Chair at the request of three members may call special meetings of the COA Board at any time. Due notice of the special meeting must be transmitted by one of the following methods: in person, by phone, electronically, or through regular mail to each member of the COA Board at least three business days prior to the scheduled meeting time.

C. Annual meetings. The annual meetings of the COA Board shall be held on the third Tuesday in June for the purpose of electing officers.

D. Annual meeting notice. Notice of the annual meeting of the COA Board, stating the purpose for which the meeting is called and the time and place where it is to be held, shall be sent electronically or through regular mail by the Secretary to each member entitled to vote not less than 10 days before the meeting. Notices informing the community of the annual meeting shall be posted in conspicuous places, to include the COA Internet site, Town Hall bulletin board, and the William F. Hilton Senior Center, and published in a local newspaper of general circulation.

E. Quorum. At all meetings of the COA Board, the presence of a simple majority of the total membership shall be necessary and sufficient to constitute a quorum for the transaction of any business. Votes shall be cast only by members in attendance.

F. Conduct of meetings. All meetings shall be conducted in accordance with Robert's Rules of Order and within the provisions of MGL c. 39, § 23B, "Open Meeting Law."

G. Resignation.

(1) In the event a member wishes to resign from the COA Board, he/she shall notify the Town Selectmen and the COA Board in writing.

(2) A new member shall be appointed in accordance with § A700-4 to fill the remainder of said vacant term.

H. Attendance. Regular attendance is expected of all members. In the event of absence of any member for four consecutive meetings, except for reasons of health, preapproved absence due to seasonal relocation, i.e. Florida for four months, or extenuating circumstances as duly reported to the Chair in advance of Board meetings, the COA Board shall request resignation of that member first through a personal written letter to said member, signed by the Chair, and secondly, if said member fails to respond, by request of the Town Selectmen.

§ A700-7 Officers.

A. Positions and terms.

(1) The officers of the COA Board shall consist of a Chair, a Vice Chair, a Secretary and a Treasurer. Assistant officers may be elected, i.e. a Parliamentarian.

(2) Officers of the COA Board shall be elected at the annual June Board meeting and shall take office on July 1.

(3) Election of officers to fill vacancies created by death, resignation, or other cause may take place at any regular or special meeting and shall be for the unexpired term of the previous incumbent; however, the office of Chair, if vacated, shall be filled by the Vice Chair for the unexpired term of the Chair's normal term of office.

B. Chair. The Chair shall be the chief executive officer of the COA and subject to the direction of the COA Board. The Chair shall have charge of business affairs and property of the COA in its general operations. He/she shall prepare an agenda, preside at all meetings of the members, nominate all committees, be an ex officio member of all committees, and have a term corresponding to the Chair of those committees. The Chair shall not serve greater than three consecutive terms.

C. Vice Chair. During the absence or disability of the Chair, the Vice Chair shall exercise all the functions of the Chair and, when so acting, shall have all the powers and be subject to all the restrictions of the Chair.

D. Secretary.

(1) The Secretary shall:

(a) Record all proceedings of the meetings of the members; on or before July 1, 2003, all minutes, notices, etc., shall be posted on a Salisbury COA Internet site after being approved by the Board.

(b) Cause all notices to be given in accordance with the bylaws and as may be required by statue, to include the Internet on or before July 1, 2003.

(c) Perform all duties relevant to the office of Secretary.

(d) Assist the Executive Director in forwarding the annual report of the COA to the Board of Selectmen, the press, and the Executive Office of Elder Affairs.

(2) The COA Board may appoint a recording secretary and/or include duties related to correspondence in this section.

(3) On or before July 1, 2003, the Salisbury COA Board will use the Internet to transmit all agendas, previous minutes, etc., to all Board members who have an Internet address. Those members of the Board who do not have the Internet at their home may receive all information through the U.S. Postal Service.

E. Treasurer.

(1) Accounting for the Council on Aging is a function of the Salisbury Finance Director/Town Accountant's office; therefore the COA Treasurer shall:

(a) Have supervision over funds, securities, receipts and disbursement of the COA.

(b) On a monthly schedule, review all bookkeeping of all accounts and financial matters of the COA.

(c) Render to the Chair and Board members a monthly statement of the financial matters of the COA, including its grants, pending grants, and a summary of where the actual spending stands within the current annual operating budget as furnished by the Treasurer's office.

(d) Render a full financial report based on the books and accounts and audited by the Finance Director/Town Accountant at the second regular meeting following the completed budget year.

(e) Work with the COA Executive Director to prepare an annual budget for submission to the COA Board for approval. The annual budget shall then be submitted to the Town Manager and/or the Warrant Advisory Committee, as deemed appropriate.

(f) Serve as the initial spokesperson in representing the COA on financial matters at meetings of municipal officials and at Town Meetings.

(2) All accounting is performed on the Town of Salisbury's Department of Finance and Administration computer. Summary reports will be transmitted, or mailed, or handed out to COA Board members at the next regular meeting.

F. Representation. No members of the COA Board or the COA staff shall make written or verbal representations for the COA, unless authorized by the COA Executive Director or the Board in pursuance of job requirements.

§ A700-8 Amendments.

Amendments or alterations of these bylaws may be considered at either a regular or special meeting of the COA Board called for such purpose. In either case, notification of the meeting and its purpose shall be given at least 14 days prior to assembly. Accompanying this notification shall be a summary of the proposed action, the full text of the proposed amendment or alteration, and a statement of the purpose of the proposed change(s). The proposed amendment or alteration of the bylaws must be approved by 2/3 of the members of the COA present and voting.

§ A700-9 Staff.

A. A copy of the Town of Salisbury's Personnel Practices and Procedures Policy shall be included as part of these bylaws and govern where matters of personnel employment are concerned.

B. The COA Board shall have the power and authority to employ any clerical or other assistance it may require to discharge its duties, providing funds are available.

C. No single COA Board member shall make any demands of the staff or assign duties.

D. The COA Board shall fill all vacant and new positions in accordance with local personnel practices and procedures as provided for in Subsection A above.

E. Screening and hiring recommendations for the COA shall be made through the COA's Personnel Committee.

§ A700-10 Board committees.

COA Board members shall serve on one or more committees, including, but not necessarily limited to, the following:

A. Membership Committee. Committee members shall recruit and nominate new COA Board members to serve the Salisbury Council on Aging. Other duties include:

(1) Recruit, in conjunction with the Council, new Board members.

(2) Nominate COA Board members to the Salisbury Board of Selectmen.

(3) Oversee the nomination of Board members and officers.

(4) Maintain a roster of potential new members (Council on Aging candidate forms).

(5) Maintain a minimum of three members on the Committee.

(6) Arrange and provide orientation to new Board members. Orientation shall include:

(a) COA Bylaws.

(b) Dissemination of the Massachusetts Conflict of Interest Law and the Massachusetts Open Meeting Law.

(c) COA policies and procedures.

(d) Review Robert's Rules of Order.

(e) Salisbury's and Elder Affairs' annual reports.

(f) Budgets (including past, current and proposed), current grant sources, etc.

(7) Reaffirm the need and value of volunteers at the senior center, including the activities and services provided by volunteers that would be otherwise unavailable.

B. Personnel Committee. The Personnel Committee sees that staff are recruited, selected and supported according to legal requirements and in such a way as to allow them to do their best work. There will be a minimum of three members on the Committee. Activities of the Committee are to:

(1) Be cognizant of local municipal personnel policies and procedures as provided for in § A700-9A.

(2) Develop, for Board review and approval, job descriptions for all staff and volunteer positions.

(3) Participate in recruiting, selecting, and recommending to the Board all staff positions.

(4) Conduct an annual performance review of the Executive Director.

(5) Oversee the annual performance review of the staff conducted by the Executive Director.

(6) Recommend salary and/or wage adjustments to the Town Manager.

(7) Provide for staff development and continuing education.

(8) Review comparable agency staff salary schedules and fringe benefits as part of the budget process and prepare reclassification documents, if required.

(9) Meet regularly with the Executive Director and report to the Board on personnel matters which might arise.

C. Nominating Committee. The Nominating Committee shall select a slate of officers and present said slate to the Board at the May meeting to be voted on at the June annual meeting. Note: Nominations from the floor will be accepted at the May meeting. If there is a contested position for an office, secret ballots for that position will be used.

D. Other committees. In addition to the Membership and Personnel Committees, the Board shall have the following standing or ad hoc committees as needed: volunteer, publicity, activities, sunshine, transportation, building, outreach, newsletter, long-range planning, finance/fund-raising, executive, programs, technology, legislative (advocacy), public relations or others. Each committee shall have a written statement of purpose and functions.

§ A700-11 Affiliate membership; advisory committees.

The Board may set up a nonvoting affiliate membership or advisory committee from local groups or organizations whose activities relate to the COA. Presiding officers or chairs of recognized senior citizens groups within the Town shall be eligible to participate as affiliate members/advisory committee members. Such members shall be selected upon approval of a majority of COA Board members.

§ A700-12 Recordkeeping.

A copy of all records, agendas, minutes, Treasurer's report, etc., will be maintained in hard copy as well as electronically backed up and saved in a secure place by the Secretary, plus an additional copy is to be maintained at the William F. Hilton Senior Center.

§ A700-13 Effective date.

The effective date of these bylaws shall be the date of that meeting at which the bylaws shall have been approved by an affirmative vote of not less than 2/3 of the members present. The date on which this approval is voted is August 19, 2003.