Current Issues

Proposed changes to the by-laws of The Osterville Village Association

Proposed changes to the by-laws of The Osterville Village Association will be presented for approval of the membership at the Annual Meeting on August 30, 2006 (new date).

The new September 2005, by-law committee worked many hours rewriting the Osterville Village Association By-laws. We believe the revised by-laws will create an open and fair forum for the election of directors and the election of officers. The changes will provide a process for the The new September 2005, by-law committee worked many hours rewriting the Osterville Village Association By-laws. We believe the revised by-laws will create an open and fair forum for the election of directors and the election of officers. The changes will provide a process for the membership to nominate and elect two new directors each year. The revised by-laws were thoroughly discussed at our May and June monthly meetings and approved by the Board at the June 5, 2006 Board Meeting to be presented to the Members to be consider for adoption at the August 30, 2006 Annual Meeting.

While many of the by-laws have not changed, there are some significant changes that will be highlighted on the handout at the annual meeting. A full text copy of the proposed by-laws with the highlighted changes appears below and also will be available on August 1, 2006 at the Osterville Public Library.

proposed: BYLAWS OF THE OSTERVILLE VILLAGE ASSOCIATION

(drafted: July 26, 2006)

Article 1. Name and Purpose

Article I, Section 1. Name.

The name by which the corporation shall be known is "Osterville Village Association" (which shall hereinafter be referred to as the "Association").

Article I, Section 2. Purpose.

The Association is a nonprofit organization incorporated under Chapter 180 of the Massachusetts General Laws and is formed for the purposes of acting as a non-partisan civic organization to encourage and aid all residents of the Village of Osterville, including those having summer homes here, to work together for the best interests of the Village, to promote its civic development and improvement, to acquire, hold and deal in real estate and other property as incidental thereto and to do all other things in furtherance of and compatible with the foregoing purposes.

The Association's activities shall be limited to those which qualify as exempt purposes as defined by Section 501 (c) (4) of the internal revenue code of 1954 and pertinent provisions of succeeding Acts and Regulations applicable thereto.

Article I, Section 3 Seal

The seal of the Association shall be a circle with the words OSTERVILLE VILLAGE ASSOCIATION, MASSACHUSETTS and 1940 thereon.

Article II . Members: Requirements, Duties and Meetings

Article II, Section 1 Requirements. Any person who resides in the Village of Osterville, including those owning or occupying summer homes there, or having a place of business in the Village, is entitled to be a member of the Association, upon payment of annual dues as established by the Board of Directors. The rights, privileges and obligations of membership shall be fixed by the Board of Directors. Dues and fees shall be established by the Board of Directors.

Any member who fails to comply with the rules of the Association or who fails to pay annual dues or other obligations to the Association within sixty days after the same become due and payable may be dropped from membership.

Article II, Section 2, Member Meetings.

The Annual Meeting of Members shall be held in such place in Osterville as the President may designate in August of each year.

Special Meetings of the Members may be called by the President or by five (5) or more Voting Directors, or by the Association members with a petition of 25 active members or more. Twenty-five (25) members present at any members meeting shall constitute a quorum; however, if less than a quorum is represented, the members present shall have the power to adjourn to a stated time or place so voted.

Article II, Section 3. Membership’s Annual and Special Meetings

Notification: The Secretary shall notify the Members of the Association of the Annual Meeting and any Special Meetings. Such notices shall be in writing, and shall be mailed to each Member (at his/her address as it appears on the books of the Association) at least ten (10) days before the date of such meeting. The Secretary shall also send a copy of the agenda for the annual meeting as established by the Board of Directors. Any member who wishes to add to the agenda shall notify the President or the Secretary no later than five (5) days prior to the Annual Meeting and the President in his sole discretion may add such item to the agenda.

Vote: Each member present shall be entitled to one vote

Article III. Board of Directors.

Article III. Section I. Function of Voting Directors.

The business and affairs of the Association shall be directed by the Voting Directors.

The Voting Directors may exercise all such powers of the Association and do all such things that are according to the by-laws of the Association. The Board of Directors may appoint and remove such officers and employees consistent with the Bylaws as it may seem wise to do, shall have access to the books, vouchers and funds of the Treasurer, shall fix all salaries and shall make such rules and regulations for the governance of the Association according to the Bylaws as they think fit.

Article III. Section 2. Size of the Board

The Board of Directors shall consist of not less than nine (9) or more than seventeen (17) Voting Directors. Directors shall be members of the Osterville Village Association. At least three quarters (3/4) of the voting Directors shall be residents of the village of Osterville. The voting Directors shall be elected in accordance with the provisions of Article V, Section 2b, but may be appointed by the Board of Directors in accordance with the provisions of Article IV, Section 7.

Article III. Section 3. Life Directors.

The Voting Directors may from time to time elect, as herein provided, one or more persons to be Life Directors. Life Directors shall be recommended by the Nominating Committee for this honor as a reflection of their outstanding service to the Association. The final election of a Life Director will be by the Membership at the Annual Meeting

As a condition to election as a Life Director, a nominee must be a Director or a former Director and must be pre approved at a duly held meeting by a majority of the Voting Directors present at the meeting. Life Directors shall receive notices of all meetings and shall be invited to attend and participate in such meetings, but shall be non-voting members of the Board of Directors.

Article III. Section 4. Director Ex Officio.

The Chair of the Osterville Business and Professional Association, elected by that body, which is a committee of the Osterville Village Association, and Town Council member who represents Precinct 5 shall serve Ex Officio as Voting Members of the Board of Directors of the Osterville Village Association.

Article III. Section 5. Term of Office.

Each Director shall be selected for membership on the Board of Directors as set forth in Article 5, Section 2B, and shall hold office for a term of not more than three (3) years from the date of such election and until his or her successor is elected or qualified. The Directors shall be divided into three (3) groups of approximately equal size, and the terms of each group shall be staggered so that at each Annual Meeting the three year terms of approximately one-third of the Directors shall expire. Directors shall not serve in excess of twelve (12) consecutive years. Terms separated by twelve (12) or more consecutive calendar months shall not be considered consecutive terms.

Article III. Section 6. Resignation and Removal.

Any Director may resign by filing a written resignation with the Secretary. Any Director (except a Director Ex-Officio) may be removed from office at any time with a 2/3 vote of the Directors at a special meeting called for that purpose. A Director may be removed only after reasonable notice and an opportunity to be heard.

Article III. Section 7. Vacancy .

The Directors may from time to time elect Directors to fill any vacancies caused by resignation, removal, disqualification or death (except vacancies in the Office of Director Ex-Officio), and any person elected to fill such a vacancy shall serve for the unexpired term of the office he or she was elected to fill and until a successor is elected and qualified.

Article III. Section 8: Call to Meeting:

The Board shall meet not less than six (6) times per year and may meet at any time on the call of the President or of any five (5) Directors upon at least forty eight (48) hours notice.

Article III. Section 9: Quorum

A majority of the Board of Directors in office shall constitute a quorum for the transaction of business but a lesser number may adjourn to a stated time and place.

Article III. Section 10. Meeting Requirement

The Board of Directors shall prepare an agenda for the Annual Meeting. Any Director failing to attend three (3) consecutive Board meetings without being excused may be dropped from membership on the Board by a two-thirds vote of the Board members.

Regular and Special Meetings: The Voting Directors may hold meetings, both regular and special, either within or without the Commonwealth of Massachusetts, at such times as the Voting Directors may deem necessary or appropriate. Special meetings of the Board of Directors may be called by the President, acting alone, or by any five (5) Voting Directors.

Notice of Meetings:

Notice of each meeting of the Voting Directors shall be given at least seven (7) days prior to the date thereof. A notice in writing, mailed postage prepaid, addressed to each Director at his or her last known address or delivered to each Director in person shall be sufficient notice of the meeting. Or notification at a board meeting of the time and date of the next meeting will serve as proper notice.

Article III. Section 11. Meetings by Telephone Conference Call .

Directors or members of any committee designated by the Voting Directors may participate in a meeting of the Directors or such committee by conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time and reply to each other. Participation by such means shall constitute presence in person at a meeting.

Article III. Section 12. Action Authorized Without a Meeting

If the Voting Directors shall consent unanimously in writing to any action taken by the Association, such action shall be valid as an act of the Association as if it were authorized at a formal meeting of the Voting Directors. Any such written consent shall be filed with the Secretary of the Association

Records of the proceedings of each meeting of the Board of Directors shall be kept by the Secretary, or in the absence of the Secretary, an Assistant or Temporary Secretary, and copies of records of such proceedings shall be distributed to each Director within twenty (20) days after the date of each such meeting

The Officers of the Board of Directors shall be a President, Vice President, Secretary and Treasurer and such additional officers as the Board of Directors may from time to time deem necessary or advisable. The Officers shall be elected from among the Voting Directors. Officers shall serve a term of one year and until their respective successors are elected and duly qualified.

The Nomination and election of officers shall commence at the September meeting following the Annual Meeting. This process shall occur as the first agenda item. Nominations shall be taken for each position and voting shall occur by ballot. The newly elected officers shall take their positions and the meeting shall continue. Effective September, 2007.

The President of the Board of Directors shall preside at all meetings of the Association and of the Board of Directors; shall appoint the Chairs of all Committees which may be created, shall appoint any advisory committees which he or she from time to time deem necessary or advisable, shall act in such additional capacity or capacities as the Voting Directors may from time to time designate, and shall perform such other duties as are normally incident to the Office of the President. After three (3) consecutive years in office, the President may not be re-elected, but may remain in office until his or her successor is elected. Terms separated by twelve (12) or more calendar months shall not be considered consecutive terms. The President shall be a voting ex-officio member of every committee, with the exception of OBPA, and the Nominating Committee. The President shall vote only in the event needed to break a tie.

The Vice President shall act as President in that officer’s absence and shall have such other powers and duties as the President or Board of Directors may prescribe.

The Secretary shall keep a record of the proceedings of the Association and of the Board of Directors, shall attend to the correspondence of the Association and the Board, and shall perform such other duties as the Board of Directors may prescribe.

The Treasurer shall collect and keep all monies of the Association and disburse them under the direction of the Board of Directors, The treasurer’s duties shall include the following: (he) (she) shall keep the accounts of the Association; shall make a report of its financial condition at each Board of Directors meeting as well as at the Annual Meeting; and shall perform such other duties as the Board of Directors may prescribe. The Treasurer shall be chair or co-chair of the Budget Committee

Any Officer may resign by filing a written resignation with the Secretary. Any Officer may be removed from office at any time, with or without cause, by a 2/3 vote of the Voting Directors at a Special Meeting called for that purpose. An Officer may be removed only after reasonable notice and an opportunity to be heard.

Vacancies and newly created offices may be filled by a vote of the Voting Directors at any duly called meeting convened for that purpose or any regular meeting, and any officers so chosen shall serve until the expiration of the vacant term for which they have been elected to fill, or for the term of any newly created office.

The President shall appoint all chairs and committee members, with the exception of the OBPA and Nominating Committee. These appointments must be ratified by the Voting Directors.

Article V. Section 2. Standing Committees. A Voting Director shall be the Chair of each committee and ratified by the Board of Directors. Each committee shall consist of three members or more as designated by the Chair and ratified by the Board of Directors.

Executive Committee: The Executive Committee shall consist of the four officers and the Immediate Past President.

The Osterville Business and Professional Association: The Osterville Business and Professional Association functions as a committee of the OVA under its own set of bylaws. The Chair of the Osterville Business and Professional Association is a voting member of the Board of Directors. This committee is chaired by the ex-officio member of the Board of Directors to foster unity between business, professional, and merchants operating in the Village. The Chair of this committee shall report monthly to the Board of Directors.

Budget Committee: The Budget Committee shall formulate a annual budget as charged by the President and shall present monthly updates and analyses of same to the Board

Membership Committee: The membership Committee shall lead in membership management and annual membership drives.

The Fund for Osterville: The committee shall manage communication with the Osterville Non-Profit entities and make recommendations to the Board as to donation allocation.

The Ostervillage Record: The Committee shall arrange several publications of the Osterville Record during the year.

By-Laws Committee: This committee shall review the by-laws of the Association and propose changes where deemed necessary.

The Planning Committee: This committee shall look at the local comprehensive plan, suggest changes, discuss ways we can keep the population of the Village informed of on-going projects and generally monitor the every day happenings of the Village.

The Barnstable Civic League: This committee consist of 2 members from the Board of Directors and shall report to the Board at the monthly meeting.

The Nominating committee shall consist of seven (7) members. The President shall appoint the Chair. The Board of Directors shall appoint the remaining six (6), three (3) of which shall be Voting Directors and three (3) of which shall be from the membership at large. The Nominating Committee shall make nominations for the coming year. Voting Director positions for those terms that expire, and Life Directors (if any) and shall file a report of the nominations with the Secretary not less than 14 days before the date of the Directors meeting scheduled prior to the Annual Meeting. The Nominating Committee shall nominate three (3) Director positions to be appointed by the Board of Directors and two (2) Director positions to be voted upon at the Annual Meeting. All nominees shall be members in good standing of the Osterville Village Association. Thereafter, any member who wishes to nominate another member to be elected at the Annual Meeting for the two (2) Director positions shall submit the name of such nominee to the Secretary not later than fourteen (14) days prior to the Annual Meeting. At the Annual Meeting the members shall elect two (2) Voting Directors by majority vote of the members present. Nominations shall not be accepted from the floor unless the name of such nominee has been submitted to the Secretary in accordance with the provisions of this Section. Life Directors shall also be elected by a majority vote of the members present.

The principal offices of the Association shall be in the Village of Osterville in the Town of Barnstable, Massachusetts

The fiscal year of the Association shall commence on the first day of June and shall end on the last day of May in each year.

All checks or demands for money and notes of the Association shall be signed by such Officer or Officers or such other person or persons as the Voting Directors may from time to time designate.

The Financial Report of the Association shall be circulated annually to all Members of the Association.

All staff members of the Association who receive compensation for their services shall be ineligible for election or appointment to the position of Voting Director.

No Officer or Director shall be personally liable to the Association or its Members for monetary damages for any breach of fiduciary duty as an Officer or Director not withstanding any provision of law imposing such liability, except to the extent provided by applicable law for liability (1) for breach of the Officers or Director's duty to the Association or its Members, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (3) for any transaction from which the Officer or Director derived improper personal benefit

These Bylaws may be altered, amended or repealed by a majority vote of a quorum as hereinbefore defined at any Annual or Special Meeting of the Members provided notice of such proposed alteration, amendment or repeal is given in the call for the meeting.

The year 2004/2005 has been great for the Village of Osterville and your Association. The Village Board was most active representing you on several fronts.

In last year’s July 9^th letter I reported that the Board was undertaking a number of matters to broaden participation within the Association. These proposals were passed by members at the Annual Meeting in August 2004 a number of By-law changes were adopted.

Other advances included a successful effort to increase communication with our membership through development of our own web site, www.ostervillevillageassociation.org , which was constantly updated with monthly Board Minutes, an Osterville Calendar, and among other pages of information, one dedicated to Current Issues. Also for the non computer user there were three Ostervillage Records published to keep the Membership Informed.

Better Service and Representation to the Community as well as heightened 2004 and 2005 Membership activities aided in setting a new ASSOCIATION MEMBERSHIP RECORD of 1,191 (members (710) and Sponsors (481) totaling 1191.) This is an immense increase over the last years end totals of 830 to 1,191 this year.

The Association Directors have continued to dedicate efforts to addressing resident’s issues in a balanced and forthright manner. The previous divisions between various fractions have diminished to healthy debate and most often agreement on issues based on the fact that we all want what is best for the Village.

The OVA Board supported and spoke in behalf the COMM Prudential Committee and the Town Manager negotiated a tentative agreement that will allow the Water District to use a significant portion of the site as a wellhead for public water use. OVA rallied a large number of Osterville residents to support the Warrant. Many said that a Director’s knowledgeable oral statement significantly influence the positive adoption outcome. More remains to be done at the Town Council level.

This past year thirty-four percent of your contributions as Members/Sponsors, some $7,800 plus, were directed to Robert J Smith, Jr. Osterville Fund donations for support of specific Village enhancing projects; recipients were: The Osterville Free Library, Armstrong Kelly Park, The Osterville Historic Society, and The Osterville Elementary Bay School. An additional amount went directly to Village expenses.

Twenty-six percent of your contributions ($5,900) were budgeted for The Osterville Business and Professional Association events, an independent OVA Standing Committee, to support the High School Scholarship Fund, updating The Osterville Brochure, plus support for four special village days: Art in Bloom, July Village Days, The Fall Festival and The Christmas Stroll.

We continue to act as your liaison to the Town of Barnstable; our Local Community Plan Committee interacted extensively with the Town’s Planning Department to complete the Draft Osterville LC.P. Our Town Councilor, a Board Member reported to us each meeting, kept up abreast of important Village issues, and represented the Village interests well.

The Osterville Village Association is only as strong and good as the number of residents that come forth and assist. I urge you to join or renew your membership this year and work toward preserving Osterville as one of Cape Cod’s finest.

Send mail to webmaster@ostervillevillageassociation.org with questions or comments about this web site.

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