BNA Bylaws

By-Laws of The
Brookline Neighborhood Alliance

Article I. Name and Area

The name of the organization shall be the Brookline Neighborhood Alliance (BNA). Its geographic area of interest and service is the Town of Brookline, Massachusetts.

Article II. Purposes and Objectives

The general purposes and objectives of the BNA are as follows:

1. To serve as an open channel of communication, information and education for and among neighborhood associations.
2. To serve as a base for, and facilitator of, wider communication between the Town and the neighborhoods.
3. To identify areas and issues of common concern among the neighborhoods and, when deemed appropriate by the consensus of the members, to facilitate the resolution of such issues.
4. To invigorate and sustain positive and creative energy within the neighborhoods and in their relationship with the Town as a whole.
5. To plan, promote and aid in the implementation of activities of interest to the neighborhoods.
6. To increase diversity, inclusion and participation in the life and activities of the neighborhoods.
7. To encourage and support the formation of new neighborhood associations and strengthen existing associations.
8. To strengthen the role of Town Meeting Members through their increased engagement at the neighborhood level.
9. To serve as a point of contact and a means of securing input and reactions from the neighborhoods in the Town’s Comprehensive Plan process.
10. To foster these objectives:

a. The BNA will not endorse political candidates.

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b. The BNA will not take positions in “inter-‘or intra-neighborhood disputes but will consider

action as a mediator and/or facilitator.

c. The BNA will not publicly oppose a position of a full member association.

 

Article III. Membership

Section 1. Membership

1. Full membership in the BNA shall be open to any Brookline neighborhood association that:
a. subscribes to the general purposes of the BNA,

b. represents neighborhood concerns,

c. serves a contiguous geographic neighborhood with at least 30 resident households,

d. has an open membership,

e. holds a public meeting, after adequate public notice, at least once a year, and

f. has at least 13 members.

2. A neighborhood association that has fewer than 13 members but is otherwise qualified for full membership may become a nonvoting provisional member.

3. Other Brookline-connected organizations that do not meet all membership criteria may become nonvoting associate members.

Section 2. New Members

1. An applicant for admission to the BNA must meet the criteria of Article III, Section 1.

2. An applicant must submit to the Executive Board a written application for membership.

3. The Executive Board shall evaluate each application and make a recommendation to the BNA
delegates.

4. BNA delegates shall vote by majority at the next BNA meeting whether to admit the applicant.

Section 3. Continued Membership

1. To maintain BNA membership, an organization must continue to meet the membership criteria, participate in BNA meetings, and pay dues when assessed. An organization’s membership status may be changed upon recommendation of the Executive Board.

2. All decisions as to whether a member organization shall retain or change membership status shall be made by vote of the BNA delegates.

Article IV. Delegates

Each member organization, including provisional and associate members, may designate two delegates. The delegates of full members may each cast one vote. A member organization shall notify ‘the Secretary in writing of any change to the member’s delegates. The designation of BNA delegates and the terms of their appointments shall be determined by each member organization.

Article V. Management

Between meetings of BNA delegates, management of the BNA shall vest in its Executive Board. Actions of the Executive board shall be reported to BNA delegates at the next meeting of the delegates.

Article VI. Executive Board

Section 1. Members

The Executive Board of the BNA shall consist of the four BNA officers and six other BNA delegates serving as at-large Executive Board members, all elected by the delegates.

Section 2. Meetings

The Executive Board shall meet at the call of either Co-Chair or upon request of two or more other Executive Board members.

Section 3. Quorum

A majority of the Executive Board members shall constitute a quorum of the Executive Board.

Article VII. Officers

Section 1. Titles

The officers of the BNA shall consist of two Co-Chairs, a Secretary and a Treasurer.

Section 2. Duties

The Co-Chairs shall be joint BNA spokespersons and primary contacts with Town officials, media and potential member organizations; they shall jointly organize meetings. The Secretary shall maintain a roster of member organizations and their delegates, send notices and agendas for meetings, and keep meeting records. The Treasurer shall administer the finances of the BNA.

Article VIII. Elected Positions

Section 1. Eligibility

Any delegate of a BNA member organization shall be eligible to serve as an officer of the BNA or as an at-large member of the Executive Board, except that the Executive Board shall not include more than one delegate from any member organization.

Section 2. Nominations

A Nominating Committee, consisting of three BNA delegates from three different member organizations, shall be elected annually by the BNA delegates at least thirty days prior to an Annual Meeting, for the purpose of presenting a proposed slate of officers and at-large Executive Board members to the Annual Meeting. This slate shall be announced in the notice and agenda for the Annual Meeting. A nomination for a slate of officers and at-large Executive Board members shall also be accepted any delegate at the Annual Meeting when duly seconded by another delegate.

Section 3. Election and Tenure

All officers, at-large Executive Board members and Nominating Committee members shall be elected by majority votes of the BNA delegates. Unless there is only one proposed set of nominees, an election shall be held by ballot, voting on nominees by slates. The Secretary shall tally such ballots, discarding as invalid any not voting for exactly one slate, and shall declare the slate that has been elected. If no slate receives a majority of the votes cast, one or more runoff elections shall be held m Which the candidates are the slates of nominees previously receiving the (most votes, such that the total votes received by those slates is a majority of the valid votes cast. Runoff elections shall continue until one slate receives a majority of the valid votes. If each slate in an election receives the same number of valid votes, the Secretary shall determine the election by lot. Each officer and at-large Executive Board member shall be elected for a one-year term and shall assume office upon election. Members of a Nominating Committee shall serve until the conclusion of the Annual Meeting for which they were elected.

Section 4. Resignations and Vacancies

An officer or at-large member of the Executive Board may resign by giving written notice to the Executive Board. If a position of officer or at-large member of the Executive Board shall become vacant, such vacancy shall be filled by the Executive Board. A person so appointed shall serve until the next meeting of BNA delegates, when he or she shall be confirmed or another person elected by majority vote of the delegates.

Section 5. Removal

Any officer or at-large member of the Executive Board may be removed by vote of the BNA delegates at any duly called meeting of the delegates, provided that a proposal for such removal has been included in the notice and agenda for the meeting.

Article IX. Meetings

Section 1. Annual Meeting

The Annual Meeting of BNA delegates shall include election of officers and at-large members of the Executive Board and may include transaction of other business. It shall take place during the month of April, May, or June. The time and place shall be designated by the Executive Board.

Section 2. Quarterly and Other Meetings

The BNA delegates shall hold regular meetings at least quarterly and shall hold other meetings at the call of the Executive Board or upon the request of at least three delegates. All member organizations shall be encouraged to suggest items for agendas. Delegates of associate and provisional members may participate in meetings but shall not vote. All meetings of the BNA delegates shall be open to the public.

Section 3. Notices and Agendas

The Secretary shall send all BNA delegates a notice and agenda for any meeting of BNA
delegates at least seven days prior to such a meeting.

Article X. Dues and Fiscal Year

Section 1 Fiscal Year

The fiscal year of the BNA shall commence September 1 of each year.

Section 2. Member Dues

Member dues shall be recommended by the Executive Board, reviewed and voted by majority at a meeting of BNA delegates, and payable at the beginning of each fiscal year.

Article XI. Amendments

These by-laws may be amended when a voting delegate introduces a proposed amendment at any meeting of BNA delegates and the delegates vote in favor at the next meeting. The Secretary shall notify all BNA delegates in writing of any proposed amendment at least seven days prior to the meeting at which it is to be voted upon.

Article XII. Voting 

Section 1. Eligibility

Prior to any vote, the Secretary shall make available to the presiding officer a roster showing BNA full member associations and their voting delegates. The votes of a full member association shall be cast by the delegates shown on the Secretary’s roster. Delegates of associate or provisional members shall not vote.

Section 2. Quorum

Voting delegates from a majority of the full member associations on the Secretary’s roster of member organizations and delegates shall constitute a quorum of the BNA delegates.

Section 3. Approval

Except as otherwise prescribed in these by-laws, authorization for the BNA to take action shall be by vote of two-thirds of the voting delegates present and voting at any meeting of the BNA delegates where a quorum of the delegates has been established. Votes on meeting procedures, including votes to adjourn, shall be by majority of the voting delegates present and voting.

Section 4. Representation Authority

Each BNA delegate shall represent the interests of the neighborhood association or other organization by whom he or she is designated. It is the responsibility of each member organization to determine the extent and frequency of communication between that organization and its BNA delegates.

Section 5. Conflicts with Purposes and Objectives

The purpose of the BNA, as described in Article II, is to address issues of Town-wide concern. The BNA shall not vote on issues that are in conflict with Article II of these by-laws.

Section 6. Proxy Votes

No voting by proxy is allowed at meetings of BNA delegates, the Executive Board, the Nominating Committee or any other BNA committee.

Article XIII. Dissolution

The BNA may be dissolved by a vote of the delegates. In the event of the dissolution of the BNA, the residual assets shall be turned over to an organization or charity selected by the delegates whose goals are compatible with those of the BNA.

Article XIV. Implementation

These by-laws shall take effect when an assembly of neighborhood representatives so votes. The Brookline League of Women Voters shall convene this assembly to review and vote on by-laws, to elect temporary officers, and to recognize neighborhood associations as temporary members that may designate temporary delegates until the conclusion of the first BNA delegates meeting.