I. NAME.
The CITY SOLICITORS AND TOWN COUNSEL ASSOCIATION is established to promote and exemplify the highest standards of municipal law practice in the Commonwealth of Massachusetts; to encourage and foster among members of the Massachusetts Bar interest in the practice of municipal law; to provide a forum for the mutually beneficial interaction among members of the municipal law bar; to provide to the cities and towns of Massachusetts competent and well informed counsel and legal advocacy; to engage in the continuing legal education of its members and their municipal clients; to carry on and improve established traditions in municipal law practice in the Commonwealth; to insure conformity to a high standard of professional ethics and responsibility; and generally to further the administration of justice by guiding the cities and towns of the Commonwealth in exercising the highest responsibility in local government and in securing to the general public the fullest benefits of law.
II. PURPOSE.
The CITY SOLICITORS AND TOWN COUNSEL ASSOCIATION is established to promote and exemplify the highest standards of municipal law practice in the Commonwealth of Massachusetts; to encourage and foster among members of the Massachusetts bar interest in the practice of municipal law; to provide a forum for the mutually beneficial interaction among members of the municipal law bar; to provide to the cities and towns of Massachusetts competent and well informed counsel and legal advocacy; to engage in the continuing legal education of its members and their municipal clients; to carry on and improve established traditions in municipal law practice in the Commonwealth; to insure conformity to a high standard of professional ethics and responsibility; and generally to further the administration of justice by guiding the cities and towns of the Commonwealth in exercising the highest responsibility in local government and in securing to the general public the fullest benefits of law.
III. MEMBERSHIP.Note: Footnots are within [brackets]
Regular Members: Any incumbent or former Corporation Counsel, City Solicitor or Town Counsel, in Massachusetts, or assistant of such officer, shall be eligible to be a member of the Association.[1]
Associate Member Categories:[2] (1) Government, Organization, Business Employee
Attorney –As determined by the Executive Committee, an attorney whose regular or substantial employment is as a Government. Organization or Business Attorney in matters involving municipal law or in matters in which he or she share a common interest with the members and purposes of the Association,[3] and (2) Private Attorney – an attorney whose regular employment is that of a private attorney providing legal services to government on municipal law matters. Such attorneys who are involved in municipal law to such a substantial degree that they share a common interest with the members and purposes of the Association may apply for Associate Membership status on such application as may be approved by the Executive Committee. The Executive Committee shall act on all such applications in accordance with the criteria set forth herein. Such members shall have all rights and benefits of Regular Members except they shall not have voting rights.
IV. OFFICERS.The officers of the Association shall be a President, a Vice-President, a Secretary-Treasurer, and an Executive Committee of not more than thirteen (13), consisting of the first named officers, eight other members, and the two immediate past Presidents. (Each President shall serve on the Executive Committee for a term of two years after the end of his term as President.)[4] All officers shall be elected by ballot at the Annual Meeting and shall hold office for one year from the date of election, or until their successors are chosen, except that the Secretary/Treasurer shall not be elected to more than three (3) consecutive terms unless there is no other nominee for said office or unless a separate vote is taken with respect to any term beyond said three (3) years. Vacancies in any office may be filled by the Executive Committee.
The President shall preside at all meetings of the Association and the Executive Committee, and shall serve as Chairperson of the Executive Committee. The President shall select and appoint all standing committees and shall fill any vacancies occurring therein; and may, from time to time, appoint special committees, and shall report such appointments to the Executive Committee at its next meeting. The President shall be vested with full power to execute the duties of chief executive officer of the Association as designated by the Executive Committee and by these By-Laws.
The Vice-President shall perform such duties as are delegated by the President, and shall succeed to the office of the President in the event of death, disability or
resignation of the President. The Vice-President shall preside at meetings in the event of the temporary absence of the President.
The Secretary/Treasurer shall: (a) keep a record of all proceedings of the Association; (b) notify officers and members of committees of their election or appointment; (c) issue notices of all meetings; (d) collect all moneys due the Association; (e) disburse the moneys of the Association as directed by the Executive Committee or as authorized by these By-Laws; (f) keep proper books of account and make reports thereof at the Annual Meeting of the Association and, when so directed, to the President and the Executive Committee; (g) bill all members annually for dues; and (h) perform such other duties as may be designated by the President or the Executive Committee; (i) serve as and may be listed as the Executive Director of the Association.[5]
V. MEETINGS. The Annual Meeting shall be held in April at such time and place as the Executive Committee shall appoint, and the Secretary/Treasurer shall give written notice thereof to each member, seven days at least before the time of such meeting. Regular meetings shall be held monthly, except in June, July, August and September, at such times and places as the Executive Committee may from time to time appoint. Special meetings may be called by the President or Executive Committee and shall be called by the President upon written request of fifteen members stating the purpose of such meeting. Notice of every special meeting stating the matters to be considered at such meeting shall be sent to each member seven days at least before the time of such meeting. A meeting in the nature of a convention, to include panel discussions and social functions, shall be planned and conducted annually under the direction of the Executive Committee.
VI. EXECUTIVE COMMITTEE.The Executive Committee shall have general control of the conduct of the affairs of the Association. It shall consider all proposals involving the expenditure of more than one hundred dollars and shall authorize the Secretary/Treasurer to approve all bills rendered for such expenditures as meets its approval.
The Executive Committee shall annually in January appoint a Nominating Committee which shall be comprised of five (5) members. Said Committee shall include the incumbent President, the immediate past President, and three (3) former Presidents chosen by the incumbent President. The Nominating Committee shall, prior to the
March meeting, make its nomination of officers for the election at the Annual Meeting. Notice of said election provided for in Article III. At the Annual Meeting the President shall call for any other nominees from the floor, but such floor nominees must be seconded and placed to a separate vote before consideration for election.
VII. ANNUAL DUES.Annual dues shall be as determined by the executive Committee and shall be payable on or before July 1 of each year. Non-payment of dues by December 1 shall be ground to terminate membership. The Executive Committee shall announce any such changes in dues by the Annual Business Meeting in April.[6]
VIII. AMENDMENTS.These By-Laws may be amended at any regular or special meeting by vote of two-thirds of the members present and voting, notice of the substance of the proposed amendment having been read at a previous meeting.
IX. No part of the net earnings of the Association shall inure to the benefit of, or be distributed to, the members, directors, officers of, or other private persons associated with, the Association; except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these By-Laws. No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation; and the Association shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these By-Laws the Association shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under section 501(c)(6) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under sections 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law).
Upon the dissolution of the Association, the Executive Committee shall, after paying or making provision for the payment of all of the liabilities of the Association, dispose of all of the assets of the Association exclusively for the purposes of the Association in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall
at the time qualify as an exempt organization or organizations under section 501(c)(6) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Executive Committee shall determine. Any such assets not so disposed of shall be disposed of by (or as directed by) a justice of the Massachusetts Probate and Family Court for Suffolk County, exclusively for such purposes, or to such organization or organizations as said justice shall determine, which are organized and operated exclusively for such purposes.[7]
Footnotes[1] Amended May 20, 1987 to add caption of “Regular Members”.
[2] Amended May 20, 1987 to add Associate Member Category, which read “Those persons who serve as legal counsel to an entity on any level of government and are involved in municipal law to such a substantial degree that they share a common interest with the members and purposes of the Association may apply for Associate Membership status on such application as may be approved by the Executive Committee. The Executive Committee shall act on all such applications in accordance with the criteria set forth herein. Such members shall have all rights and benefits of Regular Members except they shall not have voting rights.”
[3] Amended April 26, 2006; formerly read “Government Employee Attorney – an attorney whose regular employment is as a Government Attorney in matters involving municipal law,”.
[4] Amended April 24, 1997 to delete the first sentence and substitute in its place the present first two sentences.
[5] (i) added April 26, 2006
[6] Amended March 23, 2006; formerly read “Annual dues shall be as set forth in the following schedule and shall be payable on or before July 1 of each year. Non-payment of dues by December 1 shall terminate membership.
Communities over 100,000 —- $200.00
Communities 50,000 – 100,000 —- $125.00
Communities 15,000 – 50,000 —- $100.00
Communities under – 15,000 —- $ 75.00
Assistant Municipal Counsel —- $ 35.00
Former Assistant or Municipal Counsel —- $ 35.00
Govt. Employee Atty (Non-Municipal) —- $ 35.00
Private Atty Representing Govt. —- $ 60.00
Add’l Atty Same Office,
Not Otherwise Classified —- $ 60.00”
[Previously amended May 20, 1987 when dues category for 2,500 – 15,000 population and under 2,500 population was deleted and “Communities under 15,000 - $50.00 was inserted; and new category of Associate Members - $50.00 was added.]
[7] Amended July 19, 1989 to delete references to “section 501(c)(3)” and substitute in its place “section 501(c)(6)”.
