Bylaws

BYLAWS

WINCHESTER TOWN MEETING MEMBERS ASSOCIATION

Adopted on September 27, 2023

ARTICLE I NAME

Section 1.1 Name. The name of this organization is the “Winchester Town Meeting Members Association” or the “Winchester TMMA” (hereinafter also referred to as the “TMMA”).

ARTICLE II PURPOSE AND ACTIVITIES

Section 2.1 Purpose. The purpose of the TMMA is to enable well-informed debate and decisions during Winchester town meetings through supporting communication among town meeting members about town issues and town meeting articles, facilitating the timely distribution of information about town issues and town meeting articles to town meeting members and the public, broadening public awareness of the Winchester Town Meeting and its role in town governance, and all other activities and business incidental thereto and permitted by applicable law.

Section 2.2 Activities. In support of its purpose, the TMMA may conduct the below activities:

(a) Maintain a membership directory of current TMMA members. Such directory may include each member’s name, a current photo of the member, street address, the precinct represented and the member’s TMMA email address. The TMMA membership directory shall be updated following each annual town election based on the list of current Winchester Town Meeting members, as certified by the Winchester town clerk;

(b) Provide individual TMMA email addresses to members;

(d) Maintain a discussion board, which would serve to, among other functions, provide a forum for posting of questions, information, statements and notice of relevant meetings of interest to TMMA members, and facilitate discussion among the TMMA members, all in compliance with the Communications Policy (as defined in Section 8.7 below);

(e) Maintain a social media presence;

(f) Host public information sessions addressing town meeting articles and town issues that may come before town meeting;

(g) Host site tours to help familiarize members with the location and scope of capital projects, development opportunities, zoning proposals, etc., that are subject to town meeting action;

(h) Host orientation and training sessions for new TMMA members; and

(i) Host social gatherings to facilitate communication among TMMA members and with residents.

(j) [reserved]

ARTICLE III MEMBERSHIP

Section 3.1 Membership. All duly elected or appointed and currently serving Winchester Town Meeting members in good standing, as certified by the Winchester town clerk, are members of the TMMA. Such membership shall commence and expire without any action required of the TMMA or the member; provided, however, that any member of the Winchester Town Meeting may elect to disassociate themselves from the TMMA by notifying the TMMA Secretary and/or the TMMA Chair of such intention via electronic mail or other customary means.

Section 3.2 Member Dues. The executive board shall establish dues in an amount sufficient to defray the reasonable expenses of the TMMA annually by vote. Such dues shall be payable by voluntary contribution of the members.

Section 3.3 Donations. The TMMA may accept donations from any person or entity unless determined by the executive board that receipt thereof would not be in the best interest of the TMMA. The TMMA does not have a charitable or other tax-exempt status with any taxing authority, and, therefore, no dues or donations made to the TMMA may be considered deductible from taxes.

ARTICLE IV MEETINGS OF MEMBERS

Section 4.1 Annual Meeting.

(a) The TMMA shall convene its annual meeting in the Fall, preferably in late September or early October, before the opening session of the Fall Winchester Town Meeting.

(b) The annual meeting may be held as an in-person, telephonic, remote or hybrid meeting.

(c) The date, time, location and a proposed agenda shall be posted on the TMMA website and noticed to all members at least two (2) calendar weeks before the meeting date. Notice may also be posted on the town website.

(d) The annual meeting may be cancelled and rescheduled for weather or other emergencies.

(e) The annual meeting agenda shall include, at a minimum, the following:

(i) Approval of the minutes of the prior annual meeting, as submitted by the Secretary.

(ii) Annual report. The Chair shall report on the prior year TMMA activities and the proposed programs and activities for the coming year. A motion shall be taken from the floor to vote to accept the annual report.

(iii) Financial report. The Treasurer shall report on the prior year's revenues and expenditures, the current financial condition of the TMMA and any anticipated financial commitments for the coming year. A motion shall be taken from the floor to vote to accept the financial report.

(iv) Election of officers. The election of executive board officers shall be held during the annual meeting as follows:

(1) A nominating committee appointed by the executive board at least eight (8) calendar weeks prior to the annual meeting shall propose and publicize a slate of candidates at least two (2) calendar weeks before the annual meeting date. Nominations from the floor shall be allowed.

(2) Each candidate shall be allowed to make a brief statement of their qualifications.

(3) A TMMA member who is not standing for election to a TMMA executive board office shall put the nominations to vote.

(4) Voting shall be by paper ballot and/or electronic ballot and/or roll call as established the TMMA Recording Secretary.

(5) Winners shall be determined by a majority of those present and voting.

(6) Newly elected officers shall take their seats immediately.

(v) Issues and opportunities. Following the election, the elected Chair or the elected Chair's designated alternate shall moderate an open discussion of issues and opportunities facing the town and town meeting and of interest to the TMMA and priorities for the TMMA.

Section 4.2 General Meeting.

(a) The Chair may call a general meeting of the TMMA membership. Members may also call a general meeting of the TMMA membership upon written request signed by twenty-five (25) members in good standing.

(b) A general meeting of TMMA members may be held as an in-person, telephonic, remote or hybrid meeting.

(c) The date, time, location and a proposed agenda shall be posted on the TMMA website and noticed to all members at least one (1) calendar week before the meeting date. Notice may also be posted on the town website.

(d) A general meeting may be cancelled and rescheduled for weather or other emergencies.

Section 4.3 Attendance. Annual and general meetings shall be open to all TMMA members and the public. TMMA members and the public may speak when recognized by the Chair.

Section 4.4 Quorum. Twenty-five (25) members in good standing shall constitute a quorum for annual and general meetings.

Section 4.5 Voting. Only TMMA members may vote on motions presented at annual and general meetings. Voting shall be by paper ballot and/or electronic ballot and/or roll call as established the TMMA Recording Secretary. Except as may be otherwise specifically provided by these Bylaws, decisions of the TMMA shall be made by a majority of those present and voting.

ARTICLE V EXECUTIVE BOARD

Section 5.1 Responsibility. The executive board shall be responsible for the governance of the TMMA.

Section 5.2 Board Members.

(a) The executive board shall consist of nine (9) officers.

(b) Board members are expected to:

(i) Be cognizant of town affairs, especially town issues and articles that may come before the Winchester Town Meeting;

(ii) Facilitate the flow of information about significant issues and articles to members; and

(iii) Provide oversight and policy direction for the TMMA's activities.

Section 5.3 Meetings.

(a) The executive board may meet periodically and upon call of the Chair, but shall meet at least once prior to the TMMA annual meeting and at least once prior to the first session of each town meeting.

(b) Board meetings may be held as in-person, telephonic, remote or hybrid meetings.

(c) The date, time, location and proposed agenda of each board meeting shall be posted on the TMMA website and noticed by email or other customary means to all members at least five (5) calendars days before the meeting. Notice may also be posted on the town website.

(d) Board meetings may be cancelled and rescheduled for weather or other emergencies.

(e) Executive board meetings shall be open to all TMMA members and the public. Members and the public may speak when recognized by the Chair; however, only executive board members may vote on motions before the board.

Section 5.4 Quorum. Five (5) board members shall constitute a quorum. Except as may be otherwise specifically provided by these Bylaws, all decisions of the TMMA executive board shall be by majority vote of the executive board officers at any meeting where a quorum is present.

ARTICLE VI OFFICERS

Section 6.1 Officers. The officers of the TMMA shall be a Chair, Vice-Chair, Treasurer, Recording Secretary, Communications Manager, Discussion Board Monitor, Event Planner, Membership Manager and Web Manager for a total of nine (9) officers.

Section 6.2 Roles and Responsibilities.

(a) Chair: The Chair shall:

(i) schedule meetings and prepare agendas, convene meetings, declare a quorum, preside over meetings, declare votes and deliver the annual report at the annual meeting;

(ii) appoint a Recording Secretary pro tempore whenever the Recording Secretary is absent;

(iii) appoint a Discussion Board Monitor pro tempore whenever the Discussion Board Monitor is absent;

(iv) act as spokesperson for the TMMA;

(v) with the approval of the executive board, create and dissolve committees and working groups as needed to carry out the work of the TMMA, including but not limited to organizing the annual meeting and hosting public information sessions; and;

(vi) serve as a voting member of the executive board.

(b) Vice-Chair: The Vice-Chair shall advise the Chair, serve as Chair in the absence of the Chair, oversee orientation and training programs about the TMMA and Winchester Town Meeting procedures and protocols for TMMA members, act as the TMMA’s liaison to Winchester Town Meeting precinct chairs, and serve as a voting member of the executive board.

(c) Treasurer: The Treasurer shall collect dues and donations, manage funds, make expenditures and disbursements, maintain books and records of all dues, donations and expenditures, prepare an annual statement of financial status, report activities and finances to the executive board periodically and to the membership annually, and serve as a voting member of the executive board.

(d) Recording Secretary: The Recording Secretary shall keep a list of current TMMA members, post and notify TMMA members of all meeting dates, times, locations and agendas, record meeting attendance, prepare summary meeting minutes for review and acceptance by the board, manage and record TMMA correspondence, prepare and certify ballots, and serve as a voting member of the executive board.

(e) Communications Manager: The Communications Manager shall support the executive board in the development and implementation of the TMMA’s communications strategy, advance the purpose of the TMMA through branding, messaging, publicity, and management of media and public relations, and serve as a voting member of the executive board.

(f) Discussion Board Monitor: The Monitor shall monitor the contents of the directory, email lists, discussion board and TMMA social media accounts to ensure compliance with the Communications Policy, and serve as a voting member of the executive board.

(g) Event Planner: The Event Planner shall organize and execute events approved by the executive board, including but not limited to TMMA annual and general meetings, information sessions and social gatherings, and serve as a voting member of the executive board.

(h) Membership Manager: The Membership Manager shall serve as the executive board’s liaison to members, maintain the list of current TMMA members, develop and implement orientation and training for TMMA members, and serve as a voting member of the executive board.

(i) Web Manager: The Web Manager shall manage the TMMA's information technology systems and services, including contracted services, provide technical support to members, and serve as a voting member of the executive board.

Section 6.3 Election of Officers. The officers shall be elected annually from among TMMA members in accordance with Section 4.1(e)(iv) hereof.

Section 6.4 Term. Officers shall serve one-year terms beginning with the election of officers at the TMMA annual meeting and ending with the election of officers at the succeeding TMMA annual meeting. Officers may hold only one position at a time. Officers are limited to five (5) consecutive terms in the same office.

Section 6.5 Leaves and Vacancies. The executive board may vote short-duration leaves for officers for compelling reasons. A vacant board seat shall be filled by vote of the executive board from among the remaining executive board members or the TMMA membership. Interim appointees shall serve until the next TMMA annual meeting.

Section 6.6 Disqualification, Resignation and Removal.

(a) Members who also serve as elected officials on the Select Board, Planning Board, School Committee, Board of Assessors or Board of Health or who also chair the Finance Committee or the Capital Planning Committee or who are employed as town staff, shall not serve concurrently as TMMA officers.

(b) Any officer may resign at any time by giving written notice to the TMMA Recording Secretary and/or the TMMA Chair.

(c) Any officer may be removed from the executive board for compelling reasons at any duly convened annual or general meeting of the members by a vote of two-thirds of the members present and voting.

(d) Any officer who resigns as a Winchester Town Meeting member, moves out of Winchester or is disqualified as a Winchester Town Meeting member shall not serve as a TMMA officer.

ARTICLE VII BOOKS AND RECORDS

Section 7.1 Record-Keeping.

(a) The TMMA Recording Secretary shall keep correct and reasonably complete records of TMMA meeting minutes, correspondence, annual reports, financial reports and membership lists. The records may be inspected by any TMMA member for any proper purpose at any reasonable time.

(b) The Membership Manager shall maintain the TMMA membership list, which shall include the names and addresses of all TMMA members entitled to vote during TMMA meeting, providing the Recording Secretary with any updates. The list shall be based on the list of current Winchester Town Meeting members, as certified by the Winchester town clerk. The TMMA membership list shall be used to update the TMMA membership directory posted on the TMMA website.

(c) The TMMA Recording Secretary and the Web Manager shall post copies of the TMMA meeting minutes, annual reports and the membership lists to the TMMA website in a timely manner.

(d) The TMMA Treasurer shall keep correct and reasonably complete books and records of all dues, donations, expenditures and fund balances. The books and records may be inspected by any TMMA member for any proper purpose at any reasonable time.

ARTICLE VIII MISCELLANEOUS

Section 8.1 Notice. Whenever these Bylaws require notice to board members or TMMA members, it may be given by e-mail, by telephone, by posting to the TMMA website and/or by any other customary method which results in the recipients receiving a notice.

Section 8.2 Prohibition on Indebtedness and Guarantees. The TMMA shall not incur any indebtedness. The TMMA shall not issue any guarantees on behalf of any individual or entity, assume or guaranty the debts of any individual or entity, or hold itself out to be responsible for the debts of any individual or entity.

Section 8.3 Independent Entity.

(a) The TMMA is an independent entity. The TMMA has no official affiliation with the Town of Winchester. The TMMA is not, and shall not hold itself out to be, a governmental entity or body politic and is not an agency, division or authority of the Town.

(b) The TMMA is not an agent or division of the Winchester Town Meeting. The TMMA, as an association, shall not take a position on articles before the Winchester Town Meeting. TMMA members, including executive board members, shall not hold themselves out as representing the TMMA when speaking on articles before town meeting.

Section 8.4 Political Activity.

(a) The TMMA is an impartial body organized to facilitate communications and dissemination of information relevant to its members.

(b) The TMMA is not a registered lobbying or advocacy organization. The TMMA is not affiliated with or supported by any political parties, corporations or interest groups.

(c) The TMMA shall not endorse nor provide material or financial support to candidates for town meeting, town elected offices or any county, state or federal office. Candidates for elective office who are TMMA members shall not hold themselves out as representing or having been endorsed or supported by the TMMA.

Section 8.5 Open Meeting Law.

(a) The TMMA is not bound by the Commonwealth’s Open Meeting Law (G.L. c. 30A, §§18-25); however, TMMA members who serve on a town elected or appointed board, committee or commission are responsible for observing the Open Meeting Law when participating in TMMA activities, especially when posting to the TMMA discussion board.

(b) TMMA members who serve on a town elected or appointed board, committee or commission may not use an <...@WinchesterTMMA.org> email address in lieu of an <...@Winchester.us> email address when conducting official town business.

Section 8.6 Conflict of Interest. The TMMA is not bound by the Commonwealth’s conflict of interest regulations (G.L. c. 268A); however, a TMMA member with an actual or perceived conflict of interest on an issue before a town board, committee or commission, or an article before the Winchester Town Meeting is expected to state such when emailing to TMMA members, posting to the TMMA discussion board or speaking at TMMA meetings.

Section 8.7 Communications Policy. The TMMA has adopted and publicized a Communications Policy of Winchester Town Meeting Members Association (the “Communications Policy”) that provides guidance on acceptable uses of the TMMA’s communication channels, including, but not limited to, the TMMA discussion board, membership directory, email lists and website. The Communications Policy shall be updated as existing communication channels evolve and new channels become available. The Discussion Board Monitor shall monitor and enforce compliance with the Communications Policy.

Section 8.8 Factual Accuracy. The TMMA will monitor information on the TMMA’s communication channels for compliance with the Communications Policy; provided, however, that the TMMA shall not be responsible for or guarantee the factual accuracy of any comments, questions and/or information emailed, posted or re-posted by any TMMA member.

Section 8.9 Archives. The TMMA will periodically archive copies of the contents of its communication channels; provided, however, that the TMMA does not intend to record or archive all communications, and the TMMA will not guarantee the completeness and factual accuracy of any archived materials.

Section 8.10 Town Correspondence. Correspondence intended for the Winchester Town Meeting, the Winchester Town Meeting moderator, town elected or appointed boards, committees or commissions, town departments, town staff or town consultants should be sent directly to such bodies and not mailed to the TMMA or posted to the TMMA communication channels. The TMMA does not and is not authorized to maintain or manage official correspondence or records for the Town of Winchester.

Section 8.11 TMMA Correspondence. Communications to the TMMA should be addressed to: Secretary@WinchesterTMMA.org.

ARTICLE IX BYLAW AMENDMENTS

Section 9.1 Amendments. Amendments to these Bylaws may be considered upon initiative and vote of the executive board or upon written request of twenty-five (25) members in good standing. The TMMA Bylaws may be amended at TMMA annual or general meetings held with a valid quorum, upon approval by a two-thirds (2/3rds) vote of those TMMA members present and voting.