ACT OF INCORPORATION
MARTHA'S VINEYARD CAMP-MEETING ASSOCIATION
OAK BLUFFS, MASSACHUSETTS
ACT OF INCORPORATION
COMMONWEALTH OF MASSACHUSETTS
Be it enacted by the Senate and House of Representatives in General Court assembled,
and by authority of the same, as follows:
SECTION 1. William B. Lawton, George F.
Gavitt, John D. Flint, their associates and successors, are hereby made a corporation by
the name of the "Martha's Vineyard Camp Meeting Association," to be established
and located in the town of Edgartown,* for the purpose of maintaining annual religious
meetings on the island of Martha's Vineyard, and with all the powers and privileges, and
subject to all the restrictions, duties and liabilities set forth in all general laws
which now are or may hereafter be in force and applicable to such corporations.
SECTION 2. Said corporation, for the purposes named in the first
section of this act, may hold real and personal estate to an amount not exceeding
twenty-five thousand dollars; and twenty acres of the land so owned, with the buildings or
any personal property on said twenty acres, owned by said Association and used exclusively
for religious purposes, or for the care and protection of the property of the Association,
shall be exempt from taxation.
SECTION 3. All buildings, booths, tents or other things erected on
or affixed to the grounds of the Association, except as provided in section two, shall for
the purpose of taxation, be considered real estate and taxable in the town of Edgartown.*
SECTION 4. It shall be the duty of the agent or superintendent of
the Association annually, on or before the twentieth day of May, to furnish the assessors
of the town of Edgartown,* a true list of the name and residences of all owners of
buildings or other taxable property erected upon the grounds of the Association, and in
default of such information the assessors of said town may tax such property to the
SECTION 5. This act shall take effect upon its passage.
Approved May 1, 1868.
*Now Oak Bluffs
ORDER OF BUSINESS
1. Call to Order.
3. Reports of employees.
4. Minutes of last meeting.
5. Report of President.
6. Report of Vice President.
7. Report of Treasurer.
8. Reports of Committees.
10. Unfinished business.
11. New business.
12. Election of officers. (Annual Meeting only)
Revised as of August 20, 2010
ARTICLE I. MEMBERSHIP
NAME. The Associates and Successors provided for in the first section of the
Act of Incorporation of the Martha's Vineyard Camp Meeting Association shall consist of
twenty-one (21) members, of whom a majority must be leaseholders, to be known as the Board
of Directors of the Martha's Vineyard Camp-Meeting Association or as the Board. A
2/3 majority of the Board must be members in good standing of established Christian
2. REQUIREMENTS FOR NOMINATION AND ELECTION TO THE BOARD.
3. ELECTIONS. At each Annual Meeting of the Board seven (7)
persons shall be elected to the Board to serve for a term of three (3) years, such persons
having been placed in nomination by the Nominating Committee or be nominated from the
floor, and having expressed a willingness to serve if elected. If any of the
Directors who would be eligible for renomination have already served for three consecutive
terms, or portions thereof, he or she is not eligible for election to the
board for three years Election shall be by ballot, unless the Secretary,
by unanimous vote of those present, is instructed to cast a ballot for the entire slate
presented by the Nominating Committee. An individual must receive a majority
of ballots cast to be elected to the board.
4. VACANCIES. Any vacancy on the Board of Directors caused by
death or resignation shall be filled at the next Annual Meeting by electing successors for
the unexpired terms. The successor for an unexpired term shall be nominated
and elected in the usual way.
5. HONORARY MEMBERSHIPS. The Board may elect any
person as an honorary member of the board. Honorary members shall have no vote.
6. REMOVAL FROM OFFICE. By a two-thirds (2/3) vote of the Board an
officer may be removed from office. By a two-thirds (2/3) vote of the Board a
member may be removed from the Board. These extreme measures shall be taken
only when, after appropriate inquiry and reflection and after all reasonable efforts to
rectify the situation by other means have been made but have proved unsuccessful, it is
concluded that the behavior of the individual seriously compromises the ability of the
Board to carry out its responsibilities.
7. EMPLOYMENT BY THE ASSOCIATION. No member of the Board shall
concurrently be employed by the Association as either a salaried employee or as an hourly
worker. Additionally, no member of the Board shall be employed by the
Association during the one-year period following the individual's departure from the
The Annual Meeting
shall be held each year during August and when feasible on the Island of Martha's Vineyard
on the Association's grounds in Oak Bluffs, for the purpose of considering the
reports of Officers, Committees and all other business properly brought before the Board.
Special Meetings may be called by the President, or in his absence or disability, by the
Vice President, or by any other Officer of the Association upon the written request of
seven (7) members of the Board to that Officer that such a Meeting be held.
Seven (7) members of the Board present at the Annual Meeting or any Special Meeting shall
constitute a quorum for the transaction of any business which may come before the meeting.
At the Annual Meeting and at any Special Meeting, absentee voting and voting by proxy
shall not be permitted, i.e., voting shall be restricted to only those members
participating directly in the meeting.
Robert's Rules of Order Newly Revised (10th
edition 2000) shall govern the conduct of the Annual Meeting and any Special
III. ELECTION OF OFFICERS
The Board shall
elect from its members at each Annual Meeting a President, Vice President, Secretary and
Treasurer who shall hold office for one (1) year or until their successors shall be
elected. Candidates for these offices shall be presented by the Nominating
No officer shall serve more than three consecutive years in one office unless the
Nominating Committee presents specific rationale for an individual to serve an additional
year AND that officer must be elected by a 75% majority vote of the Board. In no case
shall an individual serve more than six consecutive years in one office.
ARTICLE IV. DUTIES OF OFFICERS
1. PRESIDENT. The President
shall have the power and duties usual to his office and be the chief executive officer of
the Association. He shall, when present, preside at all Meetings of the
Association and have charge of all arrangements pertaining thereto.
2. VICE PRESIDENT. It shall be the duty of the Vice President in
case of absence or disability of the President to perform all of the duties of the
President's office, and in case of a vacancy in the office of President, to fill such a
vacancy until the next Annual Meeting.
A. It shall be the duty of the Secretary to keep the records of the
Association, which records shall at all times be open to the inspection of the Board.
B. Following the Annual Meeting and all Board Meetings, the
Secretary shall send the minutes of the meeting to each Board member.
C. At least seven (7) days before the Annual Meeting, the Secretary shall
sent notice to each Board member of the time and place of the meeting.
D. The Secretary shall issue notices of Special Meetings by mail two (2) weeks
in advance of such meetings. These notices shall include the purpose for which
the meeting is being called.
E. Notices may be sent by
mail, electronic mail, commercial delivery service, fax, or any other
customary means of communication.
A. Funds of the Association shall be received and disbursed either by the
Treasurer, and the Treasurer shall keep books of account which shall at all times be open
to the inspection of the Board.
B. It shall be the duty of the Treasurer to make a
full report of the business of the Association at the annual meeting
and, following the close of each fiscal year, send a summary financial
statement showing receipts and disbursements to each leaseholder.
C. The Treasurer shall be ex-officio a member of the Standing Committee on
Bequests and Investments.
ARTICLE V. STANDING COMMITTEES
Within thirty (30) days
following the Annual Meeting, the President shall appoint the following committees with
the exception of the Nominating Committee. These committees shall
include not more than 5 members of the Board including the chair, and board members shall
constitute a majority of each committee. In the event the President fails to make such
appointment, the former members of the committee shall continue in office until their
successors are appointed.
1. PROGRAM. A Committee on Secular Programs shall be appointed
which shall plan and provide for all social and educational activities of the Association
and prepare a budget for the same to be included in the Annual budget presented by the
Finance Committee at the Annual Meeting.
2. RESIDENTIAL LEASE. The Committee on Residential Lease shall be
appointed. Its duties shall be to approve cottage lot leases before they are granted and
fix and adjust the amount for these cottage lots leased by the Association. No
cottage lot lease shall be granted without approval of this Committee. No
general adjustment which affects the amount charged for all the land leased by the
Association shall be made by the Committee. A general adjustment may be made
only with the majority vote of the entire Board.
3. SPECIAL LEASE COMMITTEE. The Committee shall include the
Chairman of the Building and Grounds Committee, the Chairman of the
Residential Lease Committee, and the
Treasurer. Its duties shall be to approve non-cottage leases before they are
granted and fix and adjust the amounts charged for non-cottage lots leased by the
Association. No non-cottage lot lease shall be granted without approval of
4. FINANCE. A Committee on Finance shall prepare and present an
annual budget showing all anticipated receipts and expenditures for the following year and
shall ask appropriations for the same. This Committee shall have authority to
order and contract for improvements and approve all contracts submitted by
committees. It shall meet annually at the call of the Chairman.
5. BEQUESTS AND INVESTMENTS. It shall be the duty of the Committee
on Bequests and Investments to invest and reinvest the assets of the Endowment Fund
including any future addition made by bequest, gift, transfer or other means.
The Committee shall report to the Annual Meeting its activities during the year, including
the current holdings of the Association. Any sale, transfer, exchange or other
disposition of any asset shall be approved in writing by the Chairman of the Committee on
Bequests and Investments and the Treasurer, or, in the absence of either one of these two
officers, by the President of the Association.
6. BUILDINGS AND GROUNDS It shall be the duty of the Building
and Grounds Committee to maintain and improve as needed the grounds, buildings and
other physical property of the Association. This Committee shall be
responsible for police protection and approval of construction and repairs to
cottages. The Committee shall hire help, within budget appropriation, as
needed to discharge their responsibilities.
7. NOMINATING. It shall be the duty of the Nominating Committee,
composed of three members, to present at the Annual Meeting the names of persons to be
nominated for election to the Board for a term of three years, the names of persons to be
nominated to fill the unexpired terms on the Board, and the names of Board members
nominated to serve as President, Vice President, Secretary, Treasurer, and on the
three-member Nominating Committee for the ensuing year.
8. SPIRITUAL LIFE. A Committee on Spiritual Life shall be
appointed which shall plan and provide for all religious activities of the Association and
prepare a budget for the same to be included in the Annual budget presented by the Finance
Committee at the Annual Meeting.
9. COTTAGE MUSEUM AND SHOP. A Committee shall be appointed to plan
and provide for all activities pertaining to the Cottage Museum and Shop. This
Committee shall prepare a budget and a pro-forma profit and loss for the up-coming year to
be presented to the Finance Committee for inclusion in the Annual budget presented by the
Finance Committee at the Annual Meeting.
10. PERSONNEL. It shall be the duty of the Personnel Committee to
oversee all aspects of the Association's employment policies. Such policies
include the definition of jobs, compensation and other terms of employment for full-time,
part-time and seasonal employees. The committee will oversee the General
Manager's proper execution of such policies in the management of all employees and will
prepare a personnel expense budget to be included in the annual budget presented by the
Finance Committee at the Annual Meeting. The Committee is responsible for the
selection and terms of employment of the General Manager, subject in all respects to the
approval of the Board of Directors.
LONG RANGE PLANNING. It shall be the duty of
this committee to review matters of long range importance to the Association, including
governance, maintenance of charitable and tax exempt status, sources and disposition of
revenues, relationships with leaseholders and such other matters as may be referred to the
Board. The committee shall report to, and make recommendations on such matters to, the
full Board on a regular basis and also when requested to do so.
12. AUDIT COMMITTEE. The audit
committee shall review the books of the Association and submit a written
ARTICLE VI. BUDGET
Committee shall recommend at each Annual Meeting a budget to be adopted for the following
year. This budget shall not exceed the anticipated income for that year unless authorized
by the Board at the Annual Meeting.
ARTICLE VIII. COUNSEL
The President may engage legal counsel
to represent the Association in legal matters and to advise the Board and
Officers, and may provide reasonable compensation to such counsel for such
representation and advice.
ARTICLE IX. FISCAL YEAR
The fiscal year of this Association shall begin on
January first and shall end on December thirty-first of each year.
The Association shall
adopt a seal which shall be affixed to all leases or conveyances issued by the
ARTICLE XI. NOTES AND OBLIGATIONS
Any long term notes or
other evidence of indebtedness in excess of $1,000 (One Thousand Dollars) of the
Association shall be valid only when authorized by vote of the Board at the Annual or a
Special Meeting and signed by the President and the Treasurer.
These By-Laws may be altered or amended by a
two-thirds (2/3) vote of those present and voting at any Annual Meeting of this
Association, notice of the intention to amend having been given at the previous Annual
Meeting. The notice of intention to amend should contain the Article or
subsection in its entirety with any changes or additions included therein..