Bylaws of the Northeast Self Storage Association
Adopted: May 10, 2017
Effective: January 1, 2026
ARTICLE I - Name; Purposes; Mission
Section 1.01 Name. The name of the corporation is Northeast Self Storage Association, Inc. (the “Association”).
Section 1.02 Purposes. The Association was organized pursuant to Chapter 180 of the General Laws of the Commonwealth of Massachusetts (the “MA Nonprofit Act”) and shall continue to operate within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986, as amended, and for the purposes set forth in the Association’s Articles of Organization, as amended (the “Articles”).
Section 1.03 Additional Purposes. Additionally, the purpose of the Association is to:
(a) provide leadership and open lines of communication on issues that affect the self storage industry;
(b) define and assert standards of excellence in the self storage industry;
(c) provide opportunities for members to increase their knowledge of the self storage industry through research, discussion and exchange of information; and
(d) support, communicate, and cooperate with the national Self Storage Association (“SSA”).
Section 1.04 Mission. The mission of the Association is to strengthen the self storage industry by promoting professional standards and quality, and by presenting a unified voice on issues affecting the industry in the northeastern United States.
ARTICLE II - Offices and Records
Section 2.01 Registered Office and Agent. The registered office and registered agent of the Association shall be as set forth in the Articles or subsequent filing with the Secretary of the Commonwealth of Massachusetts. The Board of Directors (the “Board”) may at any time change the registered office or the registered agent by making the appropriate filing with the Secretary of the Commonwealth of Massachusetts, provided that the registered office and registered agent shall be located within the Commonwealth of Massachusetts, as required by the MA Nonprofit Act.
Section 2.02 Principal Office. The principal office of the Association shall be within or without the Commonwealth of Massachusetts as set forth in the Articles (the “Principal Office”) or subsequent filing with the Secretary of the Commonwealth of Massachusetts.
Section 2.03 Other Offices. The Association may also have other offices within or without the northeastern United States, as the Board may designate, or as the business of the Association may require.
Section 2.04 Books and Records. The Association shall maintain the following books and records at its Principal Office:
(a) Minutes of all meetings of the Board, committees of the Board, and meetings of the Members, indicating the time and place of each meeting, whether the meeting was regular or special, how it was called, the notice given, the names of those present, and a summary of the proceedings thereof, including any proxies submitted;
(b) Accurate and complete books and records of account, reflecting the Association’s properties, business transactions, assets, liabilities, income, expenses, and overall financial condition;
(c) A current record of all Members, including their names and addresses, the class of membership held, and the date of termination of any membership, where relevant; and
(d) Any additional records or documents as required by applicable law.
ARTICLE III - Directors
Section 3.01 Board of Directors. The business and affairs of the Association shall be managed under the direction of, the Board, except such powers expressly conferred upon or reserved to the Members, and subject to any limitations set forth by law, by the Articles or by these Bylaws. Directors need not be residents of the Commonwealth of Massachusetts.
Section 3.02 Number of Directors. The Association shall have a single class of directors. The number of directors shall be not less than five (5) nor more than fifteen (15) and shall consist of the officers of the Association and such other individuals as elected by the Board. Vendor Members as well as Facility Members in good standing are eligible to serve and be elected to the Board; provided, that, no more than five (5) Vendor Members may serve the Board at any one time.
Section 3.03 Nomination; Election of Directors. Not more than ninety (90) days and no less than ten (10) days prior to the annual meeting of the Members, any Member in good standing may nominate an eligible candidate for director by written nomination to the Board. At each annual meeting, the directors shall determine the number of directors to be elected and shall consider all timely nominations in the election of directors for the fixed number of positions.
Section 3.04 Term of Office. Each director elected to the Board shall serve a term of three (3) years and shall hold office until the expiration of their term and until their successor is duly elected and qualified, unless earlier removed or disqualified in accordance with these Bylaws or applicable law. No individual shall serve more than two (2) consecutive terms as a director. After serving two consecutive terms, a minimum one-year break is required before the individual may be eligible for re-election.
Section 3.05 Removal. Directors may be removed from their directorship at any time with or without cause by vote of a majority of the directors then in office. A director may be removed by the directors only at a meeting called for that purpose, for which the notice must state that the purpose, or one of the purposes, of the meeting is removal of the director or directors. For the purposes of this Section 3.05, “cause” shall include, but is not limited to, the following grounds: (a) absence from more than two (2) Board meetings during any calendar year; (b) failure to disclose conflicts of interest as required by the Association’s Conflict of Interest Policy; and (c) the unauthorized disclosure of confidential information pertaining to the Association. The existence of cause shall be determined by a majority vote of the directors then in office.
Section 3.06 Resignation. A director may resign at any time by giving notice in the form of an executed resignation to the Board or to the Association. A resignation is effective when the notice is delivered unless the notice specifies a future date. Acceptance of the resignation shall not be required to make the resignation effective. The pending vacancy may be filled before the effective date in accordance with Section 3.07 below, but the successor shall not assume the role of director until the effective date.
Section 3.07 Vacancies. Vacancies and newly created directorships, whether resulting from an increase in the size of the Board, or due to the death, resignation, disqualification or removal of a director or otherwise, may be filled by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum of the Board is present. A vacancy that will occur at a specific later date may be filled before the vacancy occurs, but the new director may not assume the role of director until the vacancy occurs. Any director elected to fill a vacancy pursuant to this Section 3.07 shall serve for the unexpired term of his or her predecessor.
Section 3.08 Annual Meeting.
(a) An annual meeting of directors shall be held in in the third or fourth quarter of each year at such hour and place as the directors or an officer designated by the Board shall determine. The annual meeting may be held at the Principal Office of the Association or at such other location as the directors shall determine. If, after the annual meeting date has been set, it becomes necessary to change the date, notice of the change shall be provided to all directors at least ten (10) days prior to the new meeting date.
(b) If an annual meeting is not held as herein provided, a special meeting of the directors may be held in place thereof with the same force and effect as the annual meeting, and in such case, all references in these Bylaws, except in this Section 3.08, to the annual meeting of the directors shall be deemed to refer to such special meeting. Any such special meeting shall be called, and notice shall be given as provided in Section 3.10 and Section 3.11.
Section 3.09 Regular Meeting. Regular meetings of the directors may be held at such places and at such times as the directors may determine. Meetings of the directors may be held anywhere in or outside of the United States.
Section 3.10 Remote Communications. The Board may permit any or all directors to participate in any meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is considered to be present in person at the meeting. The Board may also determine that any meeting of the Board or a committee of the board may be held solely by remote communication.
Section 3.11 Call and Notice.
(a) Regular Meetings. No call or notice shall be required for regular meetings of directors, provided that reasonable notice (i) of the first regular meeting following the determination by the directors of the times and places for regular meetings shall be given to absent directors, (ii) specifying the purpose of a regular meeting shall be given to each director if either contracts or transactions of the Association with interested persons or amendments to these Bylaws are to be considered at the meeting and (iii) shall be given as otherwise required by law, the Articles or these Bylaws.
(b) Special Meetings. Reasonable notice of the time and place of special meetings of the directors shall be given to each director. Such notice need not specify the purposes of a meeting, unless otherwise required by law, the Articles or these Bylaws or unless there is to be considered at the meeting (i) contracts or transactions of the Association with interested persons, (ii) amendments to these Bylaws, (iii) an increase or decrease in the number of directors, or (iv) removal or suspension of a director.
(c) Reasonable and Sufficient Notice. Except as otherwise expressly provided, it shall be reasonable and sufficient notice to a director to send notice by mail at least seventy-two (72) hours or by electronic transmission at least twenty-four (24) hours before the meeting addressed to him or her at his or her usual or last known business or residence address or to give notice to him or her in person or by telephone at least twenty-four (24) hours before the meeting.
(d) Waiver of Notice. Whenever notice of a meeting is required, such notice need not be given to any director if a written waiver of notice, executed by him or her (or his or her attorney thereunto authorized) before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her. A waiver of notice need not specify the purposes of the meeting unless such purposes were required to be specified in the notice of such meeting.
Section 3.12 Quorum. At any meeting of the directors a majority of the directors then in office shall constitute a quorum. Any meeting may be adjourned by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.
Section 3.13 Board Actions.
(a) By Vote. When a quorum is present at any meeting, a majority of the directors present and voting shall decide any question, including election of officers, unless otherwise provided by law, the Articles, or these Bylaws.
(b) By Written Consent. Any action required or permitted to be taken at any meeting of the directors may be taken without a meeting if all the directors consent to the action in writing and the written consents are filed with the records of the meetings of the directors. Such consents shall be treated for all purposes as a vote at a meeting.
Section 3.14 Compensation. Directors shall not receive any stated salary for their services, but the Board may provide, by resolution, a fixed sum and expenses of attendance, if any, for attendance at any meeting of the Board or committee thereof. A director shall not be precluded from serving the Association in any other capacity and receiving compensation for services in that capacity.
ARTICLE IV - Committees of the Board
Section 4.01 Generally. The directors may elect or appoint one or more committees of the Association and may delegate to any such committee or committees any or all of their powers. Unless as otherwise stated in this Article IV, any committees to which any powers of the directors are delegated shall consist solely of directors of the Association and shall be subject to such oversight as the directors determine. Any such committee may designate certain persons or groups of persons as nonvoting advisers to the committee. Any committees to which no powers of the directors are delegated may consist of directors and nondirectors and shall be subject to such oversight as the directors determine. Unless the directors otherwise designate, committees shall conduct their affairs in the same manner as is provided in these Bylaws for the directors. The members of any committee shall remain in office at the pleasure of the directors.
Section 4.02 Standing Committees. The Association shall have the following standing committees: (i) Executive Committee, (ii) Membership Committee, (iii) Program Committee, and Nominating Committee.
(a) Executive Committee. The Executive Committee shall consist of all of the officers of the Association. The Executive Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the Board from time to time as the Board may require. The Board may delegate to the Executive Committee the powers and authority of the Board in the management of the business and affairs of the Association, to the extent permitted, and except as may otherwise be provided by law.
(b) Membership Committee. The Membership Committee shall consist of volunteers who are active Members in good standing. The Membership Committee shall be responsible for developing and implementing strategies to recruit, engage, retain, and evaluate Members. The Membership Committee shall recommend policy changes regarding membership categories and qualifications, and oversee communications and outreach related to membership growth and satisfaction.
(c) Program Committee. The Program Committee shall consist of volunteers who are active Members in good standing. The Program Committee shall plan, coordinate, and evaluate the Corporation’s programs, events, and initiatives in alignment with the Corporation’s mission and strategic goals. The Program Committee shall recommend new program ideas, oversee logistics and execution of approved programs, and assess program outcomes to ensure quality and impact.
(d) Nominating Committee. The Nominating Committee shall be chaired by the immediate past President and shall consist of two (2) additional Members appointed by the chair. The Nominating Committee shall identify, vet, and recommend candidates for election to the Board and for officer positions. The Committee shall ensure that nominations are made in accordance with the procedures set forth in these Bylaws, and that nominees reflect the diversity, skills, and experience needed to support the Association’s mission and governance.
Section 4.03 Committee Chairman. One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members of that committee.
Section 4.04 Term of Office. Each member of a committee shall continue as such until the expiration of the period designated by the Board or at the end of the calendar year and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member.
ARTICLE V - Officers
Section 5.01 Positions and Appointment. The officers of the Association shall be appointed by the Board and shall be a President, a Vice President, a Treasurer, a Clerk, and any other officers, including assistant officers and agents, as may be deemed necessary by the Board. The Association may also have such agents, if any, as the directors may appoint. The Board may authorize an officer to appoint one or more officers or assistant officers. Any two or more offices may be held by the same person. Each officer shall serve until a successor is elected and qualified or until the death, resignation or removal of that officer.
Section 5.02 Eligibility; Election; Term of Office. Any Member in good standing may serve as an officer of the Association. The officers of the Association shall be elected annually by the Board. Each officer elected by the Board shall serve a term of two (2) years and shall hold office until the expiration of their term and until their successor is duly elected and qualified, unless earlier removed or disqualified in accordance with these Bylaws or applicable law. At each annual meeting of the Board, the Board shall elect a slate of officer to succeed those whose terms will expire at the end of the current term cycle. Such newly elected officer shall take office upon the expiration of the outgoing officers’ terms, ensuring a continuous succession of governance.
Section 5.03 Removal and Resignation. Any officer appointed or elected by the Board may be removed with or without cause by the affirmative vote of three-quarters (3/4) of the Board at any regular or special meeting. Any officer or assistant officer appointed by an authorized officer may be removed at any time with or without cause by any officer with authority to appoint such officer or assistant officer. Removal shall be without prejudice to the contract rights, if any, of the officer so removed. Any officer may resign at any time by delivering written notice to the Association. Resignation is effective when the notice is delivered unless the notice provides a later effective date. Any vacancies may be filled in accordance with Section 5.04.
Section 5.04 Vacancies. If the office of any officer becomes vacant, the Board may elect a successor. Each such successor shall hold office for the unexpired term, and in the case of the President, Treasurer and Clerk until his or her successor is elected and qualified, or in each case until he or she sooner dies, resigns, is removed or becomes disqualified.
Section 5.05 President. The President shall be the chief executive officer of the Association, and subject to the direction of the Board, shall have active, general supervision and executive management over the business and affairs of the Association. The President shall preside at all meetings of all directors, shall see that all orders and resolutions of the Board are carried out, and shall perform any other duties as the Board may assign. The President may sign, with the Clerk or any other proper officer of the Association so authorized by the Board, any deeds, mortgages, bonds, contracts or other instruments which the Board have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws or by statute to some other officer or agent of the Association.
Section 5.06 Vice-President. The Vice President shall perform the duties and exercise the powers of the President in the absence or disability of the President, and shall perform other duties as the Board or President shall assign.
Section 5.07 Clerk. The Clerk shall be a resident of the Commonwealth of Massachusetts unless the Association has a resident agent duly appointed for the purposes of service of process. The Clerk shall attend all meetings of the Board and Members, shall record all votes and the minutes of all proceedings, and shall perform like duties for the standing committees when required. The Clerk shall give or cause to be given notice of all meetings of the Board and the Members and shall perform all other duties as the Board or President shall assign. The Clerk shall be the custodian of the records of the Association. In the absence of the Clerk, the minutes of all meetings of the Board and Members shall be recorded by the person designated by the President or by the Board.
Section 5.08 Treasurer. The Treasurer shall be the principal financial officer of the Association, shall have the custody of the corporate funds and securities, shall keep full and accurate accounts of receipts and disbursements of the Association, shall deposit all moneys and other valuable effects in the name and to the credit of the Association in the depositories designated by the Board, and in general shall perform all duties incident to the office of Treasurer and such other duties as the Board or President shall assign. The Treasurer shall disburse the funds of the Association as may be ordered by the Board, taking proper vouchers for the disbursements. The Treasurer shall keep and maintain the Association’s books of account and shall render to the President and Board an account of all transactions as Treasurer and of the financial condition of the Association and exhibit the books, records, and accounts to the President or Board at any time.
ARTICLE VI - Members
Section 6.01 Membership Association. The Association is a membership organization with no limit on the number of Members.
Section 6.02 Qualification for Membership. Any individual, partnership, corporation (for-profit or nonprofit), professional corporation, or other entity with an interest in the self storage industry or in support of the Association’s mission, policies, and procedures may be eligible for membership (each, a “Membership-Eligible Entity”). To qualify, a Membership-Eligible Entity must pay applicable dues and assessments and comply with all requirements and standards established by the Association. The Board shall have the authority to determine whether an applicant demonstrates sufficient support for the Association’s goals, policies, and procedures.
Section 6.03 Classes of Membership. The Association shall have two classes of membership: Voting Members and Nonvoting Members (the “Members”). The Board may establish additional membership classes, in its sole discretion.
Section 6.04 Membership Categories. Membership categories of the Association shall consist of the following:
(a) Facility Members. Any Membership-Eligible Entity that meets one or more of the following criteria shall be eligible for facility membership in the Association (a “Facility Member”): (i) directly operates a self storage facility located in the northeastern United States; (ii) owns, directly or indirectly, an interest in a self storage facility actively engaged in the self storage business; and/or (iii) is constructing or purchasing one or more self storage facilities in the northeastern United States. For the purposes of these Bylaws, a Facility Member shall be classified as a Voting Member and shall possess all rights and privileges granted to Voting Members under these Bylaws.
(b) Vendor Members. Any Membership-Eligible Entity that provides legal, accounting, auction, appraisal, or other professional services to the self storage industry, or that supplies materials, products, or services to businesses within the self storage sector (a “Vendor Member”), shall be eligible for vendor membership in the Association. For the purposes of these Bylaws, a Vendor Member shall be classified as a Nonvoting Member and shall not have any of the voting rights granted to Voting Members, except as required by applicable law.
(c) Dual Members. Any Membership-Eligible Entity that qualifies as a Facility Member and Vendor Member—such as a management company that operates self storage facilities and also provides services to the self storage industry—may be designated as a dual member (a “Dual Member”). Dual Members shall pay Facility Member dues, plus an additional fee as determined by the Board to account for their vendor-related activities. For all purposes of these Bylaws, a Dual Member shall be treated solely as a Facility Member and shall be entitled to exercise all rights and privileges granted to Facility Members.
Section 6.05 Fees and Dues. Membership dues shall be determined annually by the Board and may be adjusted from time to time at the Board’s discretion. The Board may also establish additional fees related to membership, using any reasonable method to determine the amount of such dues and fees. The billing and collection procedures for all dues and fees shall be set by the Board. The Board may establish different dues structures based on membership class or other relevant criteria. If a Member becomes delinquent (a “Delinquent Member”) in the payment of any dues or fees, the Association may revoke that Member’s rights—including voting rights if a Voting Member—upon providing written notice. Such rights shall remain suspended until all outstanding amounts are paid in full. If a Delinquent Member fails to pay any outstanding dues or fees within sixty (60) days after receiving written notice, the Board may immediately terminate such Delinquent Member’s membership without the need for the two-thirds (2/3) Board vote otherwise required under Section 6.06.
Section 6.06 Termination of Membership.
(a) By Board. Unless as otherwise stated herein, termination of a Member’s membership in the Association shall require the affirmative vote of two-thirds (2/3) of the Board. Notwithstanding the foregoing, a Member’s membership may be terminated immediately by the Board upon the occurrence of any of the following events: (i) in accordance with the last sentence of Section 6.05; or (ii) after providing the Member with reasonable written notice and an opportunity to be heard either orally or in writing, upon a determination by the Board that the Member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the Association.
(b) By Member. Any Member may terminate their membership by submitting a written notice of termination to the Clerk or to the Association’s principal office. Such termination shall not relieve the terminating Member of any obligation to pay dues, assessments, or other charges that have accrued and remain unpaid as of the date of termination. Membership dues and other payments are non-refundable, and no portion of any dues, fees, or assessments shall be returned to a Member upon termination or suspension of membership.
Section 6.07 Membership Not Assignable. No Member shall have the right to transfer, assign, or otherwise convey their membership or any rights or privileges arising from membership to any other person or entity. Membership rights and privileges are personal to the Member and are non-transferable under any circumstances. Upon the death, dissolution, liquidation, or termination of a Member—whether voluntary or involuntary—all rights, privileges, and interests associated with that membership shall immediately cease without the need for further action by the Association. The Association shall have no obligation to recognize any purported transfer or assignment of membership rights, and any such attempt shall be null and void.
Section 6.08 Place of Meeting. Meetings of the Members may be held at any place, within or without the Commonwealth of Massachusetts, as shall be fixed by the Board and designated in the notice of the meeting or executed waiver of notice. The Board may determine, in its discretion, that any meeting of the Members may be held solely by means of remote communication in accordance with Section 6.09, without designating a place for a physical assembly of the Members.
Section 6.09 Remote Communication. The Board may authorize the Members to participate in a meeting of the Members by means of remote communication, subject to the conditions imposed by applicable law and any guidelines and procedures adopted by the Board. At any meeting in which the Members can participate by means of remote communication, the Association shall implement reasonable measures to: (a) verify that each person participating remotely is a Member or a Member’s proxy; and (b) provide such Members and proxies a reasonable opportunity to participate in the meeting and to vote on matters submitted to the Members, including an opportunity to communicate, and to read or hear the proceedings of the meeting, substantially concurrently with such proceedings.
Section 6.10 Annual Meeting. The annual meeting of Members shall be held at such time and place as the Board may determine.
Section 6.11 Special Meetings. Special meetings of the Members may be called by: (a) by two-thirds (2/3) of the Board, (b) by the President; or (c) upon the written request of not less than one-fifth (1/5) of the Voting Members entitle to vote on any issue proposed to be considered at the proposed special meeting. Only business within the purposes described in the Association’s meeting notice may be conducted at a special meeting of the Members.
Section 6.12 Notice of Member Meetings. Written notice of any annual or special meeting of the Members shall be given to any Member entitled to notice not less than ten (10) days nor more than fifty (50) days before the date of the meeting. Such notice shall state: (a) the time and date of the meeting; (b) the place of the meeting, if any; (c) if remote communication is authorized for the meeting, the information required for Members to participate, be considered present, and vote at the meeting; and (d) the purpose or purposes of the meeting. The Association shall give notice to any Member entitled to notice: (x) on paper by mail or personal delivery; and/or (y) by electronic transmission. Any person entitled to notice of a meeting may sign a written waiver of notice either before or after the time of the meeting. The participation or attendance at a meeting of a person entitled to notice constitutes waiver of notice, except where the person attends for the specific purpose of objecting to the lawfulness of the convening of the meeting.
Section 6.13 Quorum of Members. A majority of the Voting Members, represented in person or by proxy, shall constitute a quorum for the transaction of business at any meeting of the Members. If less than a quorum is present, a majority of the Voting Members represented may adjourn the meeting from time to time without further notice, unless otherwise required by law or these Bylaws. At any adjourned meeting where a quorum is present or represented, the Members may conduct any business that could have been transacted at the original meeting. Once a meeting is duly organized with a quorum, business may continue to be conducted until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum.
Section 6.14 Member Action.
(a) By Vote at Any Meeting. When a quorum is present at any meeting, a majority of the Voting Members present and voting shall decide any question, unless otherwise provided by law, the Articles, or these Bylaws.
(b) Action by Members Without Meeting. Any action required or permitted to be taken at any annual or special meeting of the Members may be taken without a meeting, if a consent or consents in writing, setting forth the action so taken, shall have been signed by all of the Voting Members. The action shall be evidenced by one or more written consents that: (a) describe the action taken; (b) are signed by all Voting Members; (c) bear the date of the signatures of such Voting Member; and (d) are delivered to the Association for inclusion with the records of meetings within sixty (60) days of the earliest dated consent delivered to the Association. If the action to be taken pursuant to the consent of Voting Members without a meeting is one for which notice to all Members would be required by law if the action were to be taken at a meeting, then the Association shall, at least ten (10) days before the action is taken, give notice in the manner specified by Section 6.12 to all Nonvoting Members.
Section 6.15 Voting By Mail. At any meeting of the Members, the matters to be voted on such meeting may be submitted to the Voting Members for vote by mail, which will be indicated on the notice of meeting. The notice of meeting shall include a proxy form appointing an officer or director of the Association to vote on behalf of the Voting Member, in accordance with Section 6.16.
Section 6.16 Voting by Proxy. A Voting Member may vote in person or by proxy, provided the proxy is executed in writing by the Voting Member or the Voting Member’s duly authorized attorney-in-fact. A proxy becomes effective upon receipt by the Clerk or any officer or agent authorized by the Association to tabulate votes and is valid only for the specific meeting for which it is given, including any adjournments thereof. A proxy shall automatically expire upon final adjournment of that meeting. No proxy dated more than six (6) months prior to the meeting it names shall be valid. A proxy is revocable at any time prior to its exercise. Revocation may be effected by delivering written notice to the Association or by the Voting Member or the Voting Member’s duly authorized attorney-in-fact attending the meeting and voting in person.
Section 6.17 Binding Effect of Bylaws and Policies. Upon admission to membership in the Association, each Member agrees to be bound by and comply with these Bylaws, as amended from time to time, and with any and all rules, regulations, and policies duly adopted by the Board. Continued membership in the Association shall constitute ongoing agreement to be governed by such Bylaws and policies.
ARTICLE VII - Interested Party Transactions
In any instance where the Association contemplates entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Association or might result in a possible excess benefit transaction, the Association shall follow the procedures and rules set forth in the Association’s Conflict of Interest Policy, adopted by the Board and as amended from time to time, attached hereto as Exhibit A and incorporated by reference into these Bylaws.
ARTICLE VIII - General Provisions
Section 8.01 Fiscal Year. The fiscal year of the Association shall be as determined by the Board.
Section 8.02 Annual Returns. The entire Board shall review the Association’s annual filing with the Internal Revenue Service prior to it being filed.
Section 8.03 Electronic Signatures. Wherever a written instrument is required to be executed hereunder, an electronic signature, to the extent permitted by applicable law, shall be deemed to be a written signature.
Section 8.04 Conflicts. These Bylaws are adopted subject to any applicable law and the Articles. Whenever these Bylaws may conflict with any applicable law or the Articles, such conflict shall be resolved in favor of such law or the Articles.
ARTICLE IX - Amendment of Bylaws
These Bylaws may be altered, amended or repealed in whole or in part by a vote of a majority of the directors then in office.
EXHIBIT A - Conflict of Interest Policy
Conflict of Interest Policy
of
Northeast Self Storage Association, Inc.
ARTICLE I
Purpose
The purpose of this conflict of interest policy (this “Policy”) is to protect the interest of Northeast Self Storage Association, Inc., a Massachusetts nonprofit corporation (the “Association”) when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Association or might result in a possible excess benefit transaction. This Policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
ARTICLE II
Definitions
“Financial Interest” means a person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
(a) An ownership or investment interest in any entity with which the Association has a transaction or arrangement;
(b) A compensation arrangement with the Association or with any entity or individual with which the Association has a transaction or arrangement; or
(c) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Association is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A Financial Interest is not necessarily a conflict of interest. Under Article III, Section 3.02, a person who has a Financial Interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
“Interested Person” means any director, principal officer, or member of a committee or advisory board with governing board delegated powers, who has a direct or indirect Financial Interest, is an interested person.
ARTICLE III
Procedures
Section 3.01 Duty to Disclose. In connection with an actual or possible conflict of interest, an Interested Person must disclose the existence of the Financial Interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
Section 3.02 Determining Whether a Conflict of Interest Exists. After disclosure of the Financial Interest and all material facts, and after any discussion with the Interested Person, he or she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
Section 3.03 Procedures for Addressing a Conflict of Interest.
(a) An Interested Person may make a presentation at the governing board or committee meeting, but after the presentation, he or she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
(b) The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
(c) After exercising due diligence, the governing board or committee shall determine whether the Association can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to the conflict of interest.
(d) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Association’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
Section 3.04 Violation of this Policy.
(a) If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member for the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
(b) If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
ARTICLE IV
Records of Proceedings
The minutes of the governing board and all committees with board delegated powers shall contain: (a) the names of the persons who disclosed or otherwise were found to have a Financial Interest in connection with an actual or possible conflict of interest, the nature of the Financial Interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict in fact existed; and (b) the names of the persons who were present for discussion and votes relating to the transaction or arrangement, and a record of any votes taken in connection with the proceedings.
ARTICLE V
Compensation
Section 5.01 A voting member of the governing board who receives compensation, directly or indirectly, from the Association for services is precluded from voting on matters pertaining to that member’s compensation.
Section 5.02 A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation directly or indirectly, from the Association for services is precluded from voting on matters pertaining to that member’s compensation.
Section 5.03 No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Association, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
ARTICLE VI
Annual Statements
Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement, substantially in the form of Exhibit A attached hereto (the “Annual Statement”), which affirms such person: (a) has received a copy of this Policy; (b) has read and understands this Policy; (c) has agreed to comply with this Policy; (d) and understands, in order for the Association to maintain its federal tax exemption, the Association must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
ARTICLE VII
Periodic Reviews
To ensure the Association operates in a manner consistent with its purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic review shall, at a minimum, include the following subjects: (a) whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining; and (b) whether partnerships, joint ventures and arrangements with management organizations conform to the Association’s written policies, are properly recorded , reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
ARTICLE VIII
Use of Outside Experts
When conducting the periodic reviews as provided for in Article VII, the Association may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
