CONSTITUTION AND BY-LAWS OF THE GRAFTON IMPROVEMENT ASSOCIATION, INC.

As adopted in 7/11/66 with amendments in 7/11/78

As revised January 2015 and July 2017

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ARTICLE I

 The name of this Organization is “Grafton Improvement Association, Inc.”

ARTICLE II

Section 1 

The purpose of the Association is to provide and maintain suitable and fitting memorials in honor of the men and women of Grafton who have served their country in its armed forces; and to provide and maintain, or help provide and maintain, such improvements and activities as will benefit the town and its people.  Additionally, the Association owns and is responsible for the stewardship of the 840-acre Hayden Brown Forest on Bear Hill and the Roger Wilson Memorial Ball Field in the village. The GIA seeks to improve the quality of life in Grafton by providing cash grants to organizations or individuals who seek them. Each year at the January meeting of the GIA a dollar amount will be set, from which all grants for that fiscal year will be disbursed. Grant requests will be considered at each meeting and a prompt reply will be provided. Requests for financial assistance will be reviewed at regular meetings and must be approved by a majority of the Trustees.

ARTICLE III

Section 1

This organization is incorporated under the laws of Vermont as a non-profit-making corporation and as such is authorized to purchase, own, maintain, lease and dispose of property, real and personal, and to exercise all functions permitted in accordance with its rules of incorporation.

Section 2

1. The Officers shall consist of a President, Vice President, a Treasurer, a Secretary-Clerk, and 7 (seven) Trustees.  When deemed appropriate the slate of officers may also include an Honorary President.

2. The Trustees shall present at the Annual Meeting a complete set of nominations for Officers for

the ensuing year except that nominees for Trustees shall be limited to 3 (three) Trustees per year elected to serve for a term of 3 (three) years.  A Trustee may be re-elected for one term, but not again until a lapse of at least 1 (one) year.  Additional nominations may be offered from the floor by any member.  Any Officer or Trustee vacancy caused by death or resignation shall be temporarily filled until the next Annual Meeting by a vote of Officers and Trustees.  The Nominating Committee will be responsible for selecting candidates for trustee positions; these candidates will then be approved by a majority of the sitting trustees.

Section 3

1. The duties of the Honorary President will be to serve as an ex-officio member of the Board of Trustees and to preside at such special occasions as may be deemed fitting by the Trustees.

2. The President shall preside at all meetings of the  Association, its Trustees, and its Executive Committee, and perform such other administrative functions as may be necessary and consistent with the By-Laws.

3. The Vice President shall preside as above outlines in Article III, Section 3 (b) in the absence of the President.

4. The Treasurer shall receive and disburse all funds of the Association under rules prescribed by the Board of Trustees; shall make a report of all receipts and expenditures at the Annual Meeting and such special reports as may be required by the Board of Trustees. Routine, budgeted expenses will be paid by the Treasurer with the approval of the President. Extraordinary, non-budgeted items must be approved by a majority of the Trustees.

5. The Secretary-Clerk shall keep a true record of the membership and of the meetings of the Association and Board of Trustees; to have custody of all records of the Association; to notify members of the annual meeting and any special meetings; to perform the duties of Clerk under the laws of incorporation, and such other duties as may be assigned by the President and/or Board of Trustees.

6. A Financial Committee, appointed and approved by a majority of the Trustees, will be responsible for monitoring and when necessary amending the Financial Plan of the Association.

Section 4

The Board of Trustees shall supervise all activities of the Association and perform such other functions as may be necessary and consistent with the Charter and By-Laws.

Section 5

The Executive Committee, consisting of the President, Vice President, Secretary and Treasurer, shall perform such duties as may be assigned to it by the Board of Trustees or President.

Article IV

Section 1

Any person may become a member by payment of annual dues.

Section 2

Any member misbehaving in a manner harmful to the name, activities or property of the Association may be suspended or dropped from membership by a two-thirds vote of the Board of Trustees.

Article V

Section 1

The Annual Meeting of the Association for the election of Officers, the hearing of report on the activities, receipts and expenditures of the last year and the taking of such other action as may be necessary and consistent with the Charter and By-Laws, will be held in July at a time and place to be determined by vote of the Trustees.

Section 2

Notice of the meeting shall be sent to all members of record at least ten days in advance, and other notices shall also be posted on the Bulletin Board of the Grafton Post Office and the Village Store.

Section 3

Special meetings of the Association may be called by the President and a majority of the Board of Trustees on five days’ notice and by posting same on the Bulletin Board of the Grafton Post Office and at the Village Store with a statement of the exact purpose of the meeting.

Section 4

The Board of Trustees shall meet at the call of the President on three days’ notice.

Section 5

The Secretary-Clerk shall call a special meeting of the Association upon written petition by 15 (fifteen) of the  members,  or of the Board of Trustees upon  written petition of 3 (three) members when such petition is accompanied by statement of the purpose of such meeting. 

Section 6

The rules of order prevailing at all meetings of the Association and of the Board of Trustees shall, upon challenge by any member, be those of Robert’s Rules of Order.  A quorum shall consist of a majority of the trustees.

Section 7

GIA meetings are open to all and anyone may speak to any issue being considered; however, a majority of the trustees must approve any action to be taken.

Article VI

Section 1

The Treasurer, charged with the responsibility of receiving and disbursing all funds of the Association, will deposit all funds received in a bank or banks designated by the Board of Trustees. All disbursement shall be by check against such account, shall be drawn only in payment of bills authorized by the Board of Trustees, and shall be signed by the Treasurer upon written initialing by the President or presiding officer.

Article VII

Section 1

In the event of dissolution of the organization all liabilities shall be paid in full and all assets including real estate and cash shall be turned over to the Town of Grafton.

Article VIII

Section 1

The Constitution and By-Laws may be amended at any annual or special meeting when the call of said meeting shall contain both the original form and the proposed amended form of such parts of the Constitution and By-Laws as it is proposed to change.

Approved unanimously at Special Meeting 7/11/66

Amended: 8/13/1970 Article IV Section 1

Amended: 8/21/1975 Article III Section 2 (b)

Amended: 7/11/1978

Amended: 1/16/2015

Proposed amendment: 10/19/16 (Article II Sec I and Article V Sec I highlights)