Back to Board of Selectmen Meeting Minutes
September 23, 2010
7:00 PM North Hearing Room
Present: Bruce Rabuffo, Chairman, John A. Riley, Laura M. Burns, Betty Foley, Assistant Town Administrator, Ted Alexiades, Town Accountant/Finance Director and Interim Town Administrator
Absent: Kevin Paicos, Town Administrator
Regular Session
The Chairman called the meeting to order.
The Chairman introduced Debbie Mickle from Town Recording Services who will be recording the meeting minutes at tonight's meeting.
Mr. Rabuffo, Mr. Riley and Ms. Burns were presented today, by the South Shore Chamber of Commerce, a local public service award for Hingham's town officials, for their efforts to work with the business community to advance local and regional economic growth in the year 2010.
Public Hearing
1. Grant of location on the petition of National Grid to install approximately 380' of 2 inch gas main in Seal Cove Lane.
Discussion: Dennis Regan, representing National Grid, requested permission to install a new gas main in Seal Cove Lane.
Mr. Riley asked if there is currently gas service on this portion of the road. Per Mr. Reagan, there is not. Mr. Riley asked how many homes this new line would service. Per Mr. Reagan, it will service two homes, number 5 and number 6.
Roger Fernandes, Project Engineer for Hingham advised that they met onsite with some service level departments and there are no specific requirements on this project outside of the DTE guidelines.
Mr. Riley asked if the project would consist of a trench with a patch. Mr. Regan stated that is correct.
Vote: Ms. Burns moved to approve the Grant of Location request of National Grid to install and maintain approximately 380 feet, more or less, of 2 inch gas main in Seal Cove Lane. This main will originate from the existing 2 inch gas main in Seal Cove Road in a southerly direction to provide gas service to house #5 and #6. The requirements of the Department of Public Works must be met.
Second: Mr. Riley In Favor: All Opposed: None
2. Status Update – National Grid Agreement.
Discussion: The Chairman advised that this update was regarding the ongoing work between the town of Hingham and National Grid to understand the rules and regulations that the town would operate and the responsibilities of National Grid to conduct their business and restore the roads.
Roger Fernandes, Project Engineer for Hingham, further commented that an interim Memorandum of Agreement (MOA) has been developed through a series of meeting between Hingham's town counsel and counsel for National Grid. This agreement will expire on 12/31/10. A meeting will be set following that date to reevaluate the agreement.
Through the MOA they have agreed to expedite some of the gas services. The Department of Public Works (DPW) and Mr. Fernandes' office will approve those services and attach special provisions through a street opening permit to include plans for restoration. Any mains would come back to the Board for a Grant of Location but this MOA would give them some latitude regarding restoration.
Ms. Burns asked for clarification regarding how, in the new process, would it be determined if a request for a service connection would require either a Grant of Location or a Street Opening Permit. Per Mr. Fernandes, the written request would first come through the Highway Department & Mr. Fernandes' office at which time, via public hearing, it would be determined if the project could be completed under a street opening permit, if not it would be directed to the Board of Selectmen for a request for a Grant of Location.
Vote: Mr. Riley moved to approve to sign the Memorandum of Agreement between the Town of Hingham and National Grid. The Agreement states that before National Grid constructs pipes for transmission along a public way, they must petition the Town in writing and a public hearing shall be held to determine whether the request should be granted unless the Highway Supervisor, in his discretion, decides to grant such permission. This Agreement will terminate on December 31, 2010, unless the parties agree to an extension.
Second: Ms. Burns In Favor: All Opposed: None
3. Revised Transfer Station Regulations/Randy Sylvester, DPW Superintendant.
Discussion: Mr. Sylvester advised that the transfer station regulations were submitted in June and were approved by the Board. Since that time it was realized that the regulations contained no stipulation for part-time Hingham residents to obtain a permit. Mr. Sylvester has proposed some additional wording in the definitions as well as in the regulations to include.
• Commercial residents will now be allowed to dispose of yard waste once a week without having to go over to the scales.
• Disposal of Hazardous material - Wording now specifically holds residents, both commercial and non commercial, responsible for all fees, fines and/or clean up for bringing hazardous materials of any kind. This language has also been added to the Transfer Station sticker application.
• Update to the Fee Schedule - Decreased the annual Commercial Vehicle fee to $25.
Mr. Riley and Mr. Sylvester had a discussion regarding a situation that may arise if a resident borrows a commercial truck. Mr. Sylvester indicated that all vehicles entering the DPW yard are required to have a permit/sticker which is good for one calendar year. If there is no sticker they will be directed to the scales and will have to pay accordingly.
Mr. Riley asked how the scale was working. Mr. Sylvester advised that for the past couple of months the scale wasn't working correctly all the time. Someone from the manufacturer spent some time on the scale and found a number of problems that have been corrected. Revenue from the scales continues to increase. Mr. Riley asked if a call button might be helpful so someone doesn't have to wait to use the scale. Mr. Sylvester advised that there is still some work to be done but in the future there will be a tag reader at the remote panel.
The Chairman asked how the once a week disposal of yard waste will be tracked. Per Mr. Sylvester there will be a manual log which will be available for the Board to see.
Vote: Ms. Burns moved to adopt the revised Transfer Station regulations as proposed by the Superintendent of Public Works.
Second: Mr. Riley In Favor: All Opposed: None
4. Discussion of a Shade Tree Commission/Shirley Rydell
Discussion: Ms. Rydell showed a slide presentation supporting the request to establish a Shade Tree Commission.
Currently they are proposing to start the process with setting up an advisory committee to formalize the guidelines. The advisory committee would then disband and the Shade Tree Commission would be established. The Shade Tree Commission would work closely with the Hingham Department of Public Works and a landscape architect to determine the areas to be worked on as well as what changes should be made.
Mr. Riley is an advocate and proponent of establishing a Shade Tree Commission.
Ms. Burns is concerned that a shade tree near utility wires would need to be heavily pruned where a smaller tree (i.e. flowering pear trees) would be better suited to that type of location. She agrees that a landscape architect would take all these things into consideration. Ms. Burns feels that there are some redundancies with first having an advisory committee and then the Commission.
Initially it was thought that the advisory committee would be taking an inventory and working closely with the DPW to determine the priority areas and areas that would not sustain large shade trees. Ms. Rydell reiterated that nothing would be done without the DPW's input and direction but that an inventory would be too large of an undertaking.
The Chairman asked Ms. Rydell to further define the rolls of the advisory board and commission as well as the timeline for the two. Ms. Rydell will come back with updated documents. Ms. Rydell asked to be on the BOS agenda for 10/5/10.
5. Cable TV – Draft By-Laws for Public Access Corporation/Jim Dellot, Cable Advisory Committee and Eric Connerly
Discussion: Several changes were made to the By-Laws draft including
• The Quorum number was changed to 5% anticipating a large population of interest.
• Increase the number of directors from 5 to 7 directors.
• Change of the fiscal year as requested by the Selectmen
Mr. Riley would like a few more days to review the material. It will be put on the agenda for 9/28/10 meeting.
Mr. Rabuffo opened to the Board how to encourage committees to use the Public Access forum.
6. Mass. School Building Authority (MSBA) Program Update
Discussion: Andy Shafter, Hingham School Committee and member of the Master Plan Review Committee presented a draft of the current enrollment and projection through the next few years.
The Master Plan review committee is broken into 3 groups
• Enrollment Group
• Facilities Group
• Legislative Group – We do not qualify for the MSBA (Massachusetts School Building Authority) green program therefore an application will not be submitted.
The Chairman had met with Katherine Craven, MSBA Executive Director. She agreed to come to Hingham, which she has done, and her input is forthcoming.
The next meeting is Tuesday 9/28.
The Chairman asked Mr. Shafter to provide some of the what-if scenarios as well as the financial impact for each.
7. Meeting Minutes – approval of the outstanding meeting minutes has been continued to the 9/28/10 meeting.
Selectmen/Town Administrator's Report(s)
Mr. Riley advised that the final paving has been done on the Station Street parking lot.
Ms. Burns advised that the Board has received a request to Name the tide gates at the West corner of Straits Pond after Mr.Lawry Reid. Per the by-laws, nothing can be named after someone who is still living so this issue will not be considered by the Board.
Employee treatment regarding holidays – Mr. Alexiades will report at the next meeting.
Ms. Foley reminded the Board of Tuesday's Town Hall Open House from 4-6 pm.
Votes to be considered
1. Appointments - none
Regular Session
The Board voted, by roll call vote, to adjourn to executive session.
Mr. Riley – yes
Ms. Burns – yes
Mr. Rabuffo – yes
Open session adjourned at 9:07 p.m.
Respectfully submitted,
_________________________
Betty Foley, Assistant Town Administrator
Approved as amended on ____________.
The following pages are documents submitted directly to the Hingham Board of Selectmen's office and referenced during the 9/23/10 Board of Selectmen Meeting. These documents were not created or edited by Town Recording Services.
Transfer Stations' Amended Rules and Regulations
To: Board of Selectmen
From: Randy Sylvester, DPW Superintendent
Date: September 17, 2010
Subject: Transfer Station Proposed Amended Rules & Regulations
Below are the proposed changes that we have made to the Transfer Station's Rules and Regulations.
SECTION 3 – DEFINITIONS
Part-Time Resident – A resident and property owner of Hingham but does not reside in Hingham all months of the year.
Part-Time Residential Permit (PTRP) – Permit issued to Part Time Residents of Hingham or vehicles registered outside the Town of Hingham.
SECTION 4 – GENERAL TRANSFER STATION RULES
3. The Transfer Station will only admit vehicles displaying a valid Annual Transfer Station Sticker (Residential Permit (RP), Annual Part-Time Resident Permit (PTRP), or Annual Commercial Vehicle Permit (CVP), permanently affixed to the vehicle. A paper permit may be used in cases that the Superintendent deems appropriate.
4 Except for household waste, recyclables, and one trip of Yard Waste per week, vehicles displaying a Commercial Vehicle Permit (CVP) must be weighed and checked each time they enter the Transfer Station.
9. No vehicle registered in a state other than Massachusetts or outside of the Town of Hingham shall receive a Residential Permit. A Part-Time Resident Permit (PTRP) can be obtained for a charge of $25.00 per Hingham address with proof of residency.
16. All users Residential or Commercial assume responsibility for any liability incurred by the Town of Hingham as a result of any hazardous or dangerous waste which is deposited in the Town's facility by the user or on the users behalf.
SECTION 5 - PERMITS
All Permits (RP, PTRP, CVP, and CHVP) MUST have a Permit Application filled out in full before a permit is issued.
SECTION 5.1 – RESIDENTIAL PERMITS (RP)
5. Vehicles provided by employers that are not registered, insured and/or pay excise taxes in Hingham will NOT receive a Residential Permit.
SECTION 5.2 - PART-TIME RESIDENT PERMITS (PTRP)
1. Vehicles not registered in the town of Hingham must show proof of residency which is your name and address on one of the following.
• License and Vehicle registration.
• Second home property owners (Hingham is not principle residence) – must provide a tax bill and utility bill (not water bill) that includes the name of the registrant that matches the vehicle registration.
• Town of Hingham Tax Bill
• Year Round Residential Lease in the Town of Hingham
• Vehicle Lease Agreement (page showing resident's name as lessee and VIN)
• Company Vehicle will require authorized letter on company letterhead
2. A Part Time Resident Permit (PTRP) may be obtained for a charge of $25.00 from the DPW office located at 25 Bare Cove Park Drive.
SECTION 5.4 – COMMERCIAL VEHICLE PERMITS (CVP)
Only "residential household rubbish", recyclable materials, and one trip of yard waste per week originating in Hingham may be deposited at the Transfer Station. All trips to Transfer Station for Yard Waste MUST be logged in by Transfer Station attendant. Any violation of this rule, regardless of the commercial vehicle permit holder's intent or claims of ignorance as to the origin of any waste material, will result in the permanent suspension of such CVP holder's privilege to the use of the Transfer Station.
5.41 Commercial Vehicle Permit Applications
Commercial Vehicle Permits (CVP's) will be issued to all trucks displaying commercial license plates or owned by a commercial enterprise and accurately completes an application and has proof of residency. The CVP is obtainable from the DPW at 25 Bare Cove Park Drive.
SECION 9 – RESTRICTIONS
8. Those users of the Transfer Station who bring, or are found to have brought, hazardous materials, of any kind, to the Transfer Station will be held solely responsible for all fines, fees and costs, legal and otherwise, for the proper disposal of any hazardous material(s) and of all the removal of such materials and the documented cleansing of the Transfer Station of all such materials and for all fines, fees and costs, legal and otherwise, associated with such removal and clean-up activities. This rule shall be applied to residential and commercial permit holders alike regardless of their stated knowledge or ignorance of having conveyed such materials to the Transfer Station.
FEE SCHEDULE
Part-Time Resident Permit Per Vehicle $25.00
Draft By-laws of Hingham Community Access and Media, Inc.
Draft for Selectmen September 7, 2010
(contains substantive changes to Article 2, section 6(a), and Article 3, section 2. Also includes minor editorial changes to Article 3, section 7, and a typographical correction to Article 6, section 8)
By-laws of Hingham Community Access and Media, Inc.
("Hingham CAM")
Adopted ____, 2010
Article 1
Name, Purposes, Powers and Related Matters
The name of Hingham Community Access and Media, Inc. (hereinafter in these By-laws referred to as the "Corporation"), the location of its principal office and its purposes shall be as set forth in the Articles of Organization and these By-laws, and the Corporation shall be exclusively charitable, scientific, or educational within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (the "Code"), as amended from time to time, and shall, as its primary activity, provide non-commercial public, educational and governmental cable access and related technology services to the residents, schools, businesses, local government and other institutions of Hingham.
The powers of the Corporation and of its Directors, officers, committees and members, and all matters concerning the conduct and regulation of the affairs of the Corporation and the manner in which and the officers and agents by whom its purposes may be accomplished shall be governed by such provisions in regard thereto, if any, as are set forth in the Articles of Organization and these By-laws.
All references in these By-laws to the Articles of Organization shall be constructed to mean the Articles of Organization as from time to time amended.
Article 2
The Members
1. Eligibility
All residents of the Town of Hingham and organizations based in the Town are eligible for membership in the Corporation.
2. Qualification for Voting Membership
Voting membership in the Corporation is open to individuals residing in Hingham or in the case of an organization based in Hingham, such organization may be an organizational member and have one vote, which vote may be cast by a duly appointed representative of said member organization and, to vote, such residents or organization based in Hingham must demonstrate their interest in the affairs of the Corporation by:
a. Completing and returning to the Corporation an Access Membership Enrollment Form;
b. Paying the prescribed membership dues, if any, by category, as they may from time to time be established by the Board of Directors; and
c. Having been Members of the Corporation for at least sixty (60) days prior to any meeting of members.
3. Annual Meeting of Members
The Annual Meeting of Members shall be held in Hingham, at such place as the Board of Directors agree, each year during the months of September or October for the purpose of electing Directors and transacting such other business as may properly come before the meeting. The time and place of the Annual Meeting shall be determined by the Corporation's Board of Directors and Members shall be notified of each meeting as provided herein.
4. Special Meeting of Members and/or Directors
Special Meetings of Members and/or Directors shall be called by the President upon request of the Board of Directors or upon written request therefore submitted to the Corporation by not less than one-tenth of all members entitled to vote at such a meeting.
5. Notice of Meetings
A written notice of every annual or special meeting of the Corporation, stating the place, date, hour, and purpose shall be given not less than seven (7) nor more than thirty (30) days before the date of the meeting to each member entitled to vote at such meeting at his or her address as it appears upon the records of the Corporation. Notice shall be displayed several times, at varying times of the day, on the cable television channel(s) managed by the Corporation during the notice period described above.
6. Quorum of Members
a.) Five percent of the voting members, but not less than five members, shall constitute a quorum at any annual or special meeting of the members. Members may only vote at such meeting in person. If a quorum shall fail to attend, a majority of those present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present in person. At such adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting as originally notified. (See Article 3, Section 8 re Quorum of Directors)
b.) In the event that there are fewer than 15 members, the Board of Directors shall retain the power to vote on any matter which would otherwise be reserved for the vote of a quorum of members.
7. Procedure for Voting
Members shall be entitled to vote on matters submitted to the Members for approval at meetings of the Members, including the election of future Boards of Directors following appointment of the initial Board of Directors by the Issuing Authority and with respect only to Directors not otherwise subject to appointment; and subject to the Board of Directors having the authority to vote on all corporate matters. In the case of a conflict between a vote of the Members and Directors, a vote of a majority of the Directors shall prevail. Those eligible to vote on a question may only vote in person.
A Director may be a member if he or she otherwise meets the criteria for membership.
8. Members' Dues
The Board of Directors may, from time to time, adopt a schedule of annual dues. Dues shall be maintained at a level reasonably intended to cover the direct costs of: maintaining the membership rolls; providing for participation by the Membership in the governance of the Corporation; and communicating the Corporation's activities to the membership; including the use of printed materials such as a newsletter or a program guide.
Article 3
Board of Directors
1. Powers
The Board of Directors shall have and may exercise all of the powers of the Corporation to the extent permitted by the General Laws, the Articles of Organization and these By-Laws.
2. Tenure and Qualifications
The Board of Directors shall have five (5) to seven (7) Directors. For initial formation of the Corporation, the Board of Directors shall consist of five (5) Directors who shall be appointed as follows: five (5) initial directors shall be appointed by the Board of Selectmen. Directors shall ultimately serve three-year terms. However, to implement staggered terms of the foregoing initial Directors, one of the Directors appointed by the Board of Selectmen shall serve a one-year initial term; two shall each serve a two-year initial term; and two shall each serve a three year initial term. Subsequent terms for all Directors shall be for three (3) years. Subsequent to establishment of the Corporation, the Directors may, at their discretion, and with the approval of the Board of Selectmen, appoint up to two additional directors, who shall serve initial one-year terms. Successor Directors shall be appointed or elected following the expiration of initial terms as follows. The Board of Selectmen will in its discretion appoint two successor Directors to two of the positions held by Selectmen-appointed Directors serving a three-year initial term. Successors to the other initial Directors shall be elected, in accordance with these by-laws, by the Corporation's membership. Each Director shall hold office until his or her successor is elected or appointed unless removed prior thereto in accordance with law and these By-Laws. Any Director appointed by the Board of Selectmen may be removed without cause by the Board of Selectmen, and a replacement Director shall be appointed by said Board for the unexpired balance of the removed Director's term. Elected successor Directors shall only be removed in accordance with these by-laws.
3. Nomination and Election Process for Directors
Successor Directors to be elected shall be selected in the following manner: no later than thirty (30) days prior to the annual meeting of the Corporation, a Nominating Committee of the Board of Directors shall notify the members of the Corporation of upcoming elections and shall request suggested nominees. The Nominating Committee shall be charged with the responsibility of compiling a slate of candidates from these submissions for election to the Board.
In addition to the candidates selected by the Nominating Committee, any member may become a candidate for election to the Board of Directors by presenting the Nominating Committee with a petition for special nomination signed by at least one-tenth of the eligible voting members of the Corporation no later than fourteen (14) days prior to the date of the annual or special meeting at which the election is to occur. Such candidates will be added to the Nominating Committee Slate for positions on the Board of Directors. Signatures for purposes of this Section shall be deemed valid unless challenged prior to or as of the date of the election. Said elections shall be for the three (3) successor Directors not appointed by the Board of Selectmen and the Superintendent.
4. Removal of Directors, Vacancies
Any Director who fails to attend three (3) consecutive meetings of the Board of Directors without reasonable excuse may be removed from the Board of Directors by a majority vote of those Directors present and voting at a regular or special meeting of the Board of Directors. Elected Directors may also be removed for cause by a vote of three fifths (3/5) of members voting at a duly noticed meeting having a quorum of members present. Any Director proposed to be removed shall be entitled to at least ten (10) days notice in writing with statement of cause by mail of the meeting of the Board of Directors, or meeting of members, as applicable, at which such removal is to be voted upon and shall be entitled to appear before and be heard by the Board of Directors, or meeting of members, whichever is applicable, at such meeting prior to such vote for removal taking place.
Any vacancy on the Board of Directors shall be filled by the Board of Directors until the next scheduled election, except that appointed Directors shall be replaced by the appointing authority. Such a replacement Director shall serve until the end of the unexpired term of the person whose absence caused the vacancy to exist. Further to removal of appointed Directors, see Art. 3, section 2 above.
5. Disqualification
No member of the Corporation's staff or applicant for a position with the Corporation shall serve as a member of the Board of Directors. No immediate family member of the Corporation's staff shall serve as a member of the Board of Directors nor shall any immediate family of a member of the Board of Directors be an employee of the Corporation.
6. Schedule of Meetings
The Board of Directors shall hold at least three (3) regular directors meetings during each fiscal year of the Corporation.
The Board of Directors may hold special directors meetings whenever requested by the President or two fifths (2/5) or more of the Directors.
The Clerk shall cause written notice of the regular and any special directors meetings to be mailed or delivered to each Director at least five (5) days before the date of the meeting, unless all of the Directors attend or sign a written waiver of notice.
7. Meetings Open to the Public
Notwithstanding the private charitable status of the Corporation, meetings of the Board of Directors shall be open to the public in accordance with the provisions in Chapter 39, Section 23A and 23B of the General laws of the Commonwealth which governs when certain governmental agencies may hold closed meetings and is adopted for purposes of this section only as a guideline for the conduct of meetings of the Board of Directors. Whenever the Board of Directors determines to hold a closed meeting, it shall publicly specify its reasons for closing the meeting. However, the posting of notices of meetings and notices to Directors shall be in conformity with these By-laws and not the requirements of M.G.L. Chapter 39.
8. Quorum of Directors
A majority of the Directors shall constitute a quorum for the transaction of business. If a quorum shall not be present at any meeting of the Board of Directors, the Directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
9. Action of the Board of Directors
The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law, the Corporation's Articles of Organization or these By-Laws.
10. Compensation of Directors
Directors shall not be compensated for their services as Directors other than the reimbursement of reasonable and necessary expenses incurred in the performance of such services.
Article Four
Officers
1. The Board of Directors of the Corporation shall appoint the initial officers of the Corporation from among the Directors of the Corporation. The officers of the Corporation shall consist of a President, Secretary (also known as Clerk), Treasurer, and such other officers as the Board of Directors may deem desirable. All officers shall be elected by the Board of Directors from the Board of Directors. No person shall hold more than one office at any one time. Each officer of the Corporation shall be elected annually at the meeting following the annual meeting and shall hold office until the meeting following the annual meeting of the corporation, or special meeting held in place thereof, and thereafter until his or her successor is chosen and qualified.
The Board of Directors may remove from office any officer by a vote of three fifths (3/5) of its entire number then in office. A vacancy in any office may be filled by vote of the Board of Directors. Officers shall not be compensated for their services as Officers of the Corporation. Removal from office shall not result in removal from Directorship unless in accordance with rules governing same.
2. President
The President shall preside at all meetings of Members and Directors. The President shall nominate the chairpersons of all other committees.
3. Secretary
The Secretary (Clerk) shall issue notices of all meetings of the Board of Directors, and shall send such official notices as may be directed by the Board or required pursuant to these By-Laws. The Secretary shall also be responsible for all general correspondences of the Board and in general performing all duties incident to the office of the Secretary and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors. The Secretary shall take or be responsible for the taking of minutes of all meetings of the Board of Directors and meetings of the Members called in accordance herewith.
4. Treasurer
The Treasurer shall be responsible for the custody of the corporate funds; keeping full and accurate accounts of receipts and disbursements to the Corporation; depositing all monies in the name of the Corporation in an institutional interest bearing account, and in such depositories as may be designated by the Board of Directors; and shall furnish a quarterly or monthly financial statement and an annual statement of all receipts and disbursements of the Corporation to the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond, and the Board reserves the right to require or otherwise provide for a bond for other members of the Board of Directors.
Article Five
Committees
1. Standing Committees
The Standing Committees of the Board of Directors shall include a Finance and Fundraising Committee and a Nominating Committee as described below, and may include additional Committees as determined by the Board of Directors.
2. Appointment and Duties of the Standing Committees
Committee chairpersons shall be nominated by the President and elected by majority of the Board of Directors. The members of each standing committee shall be nominated by the President, after consultation with the chairpersons of such committee. The Board of Directors shall elect members so that committee composition shall reflect the diversity of interests and neighborhoods in the Town of Hingham. Committees shall develop relevant policy recommendations for Board consideration. Chairpersons of Committees are responsible for keeping minutes of their meetings and furnishing reports as requested.
3. Finance and Fundraising Committee
The Finance and Fundraising Committee shall review the annual financial statements, approve annual reports; and recommend to the Board the selection of, and fees to be paid to accountants for the Corporation. It shall be the responsibility of the Finance and Fundraising Committee to report to the Board of Directors whether the Corporation is meeting its projected budget; on the scope and adequacy of the audits and related fees; and to continually monitor and report to the Board of Directors on the effectiveness and adequacy of the Corporation's internal accounting controls. The Finance and Fundraising Committee shall develop and recommend to the Board the annual budget, and shall regularly monitor the Corporation's expenses, and income.
The Finance and Fundraising Committee shall develop and implement fundraising strategies for the Corporation. The Committee shall recommend to the Board of Directors various fundraising plans as needed, and upon the adoption of a fundraising plan by the Board of Directors, the Committee shall enlist Members of the Board of Directors, officers, Members and other volunteers to assist in the implementation of specific projects. The Committee shall meet regularly to monitor the Corporation's fundraising status and to review grant proposals.
4. Nominating Committee
The Nominating Committee shall select candidates for election to fill vacancy(ies) of the elected Directors of the Board of Directors. The Nominating Committee shall be charged with soliciting the names of nominees for the Board of Directors from the general membership and with the preparation of a slate of candidates to fill such vacancy(ies) as elsewhere herein provided in Article Three.
5. Other Committees
The Board of Directors may, by majority vote, create such other committees and delegate such responsibilities to those committees as shall be considered desirable and permissible from time to time.
Article 6
Miscellaneous Provisions
1. Fiscal Year
Except as from time to time otherwise determined by the Board of Directors, the fiscal year of the Corporation shall be the twelve (12) months ending June 30 of any given year.
2. Annual Financial Review
The account books of the Corporation shall be reviewed annually by an independent certified public accountant retained by the Board of Directors, and the report of such accountant shall be filed with the records of the Corporation.
3. Execution of Corporate Instruments
Mortgages, bonds, notes, checks, other evidences of indebtedness and such other instruments as the Corporation may issue in the conduct of its business shall carry the signature of the President and such other officer or officers the Board of Directors may from time to time determine by resolution. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
4. Amendments
Any part or all of these By-Laws may be altered, amended or repealed from time to time by a two-thirds vote of the Board of Directors present at a regular or special meeting of the Board duly called for that purpose, provided that notice of the substance of the proposed alteration, amendment or repeal shall be stated in a notice for such meeting mailed to the Board of Directors no less than ten (10) days before such meeting. Any such changes must be ratified at the next scheduled annual meeting. Notice of such proposed changes must be provided with the notice of annual meeting pursuant to Section 5 of Article 2 herein. Any such amendment shall be subject to prior approval of the Board of Selectmen in its capacity as License Issuing Authority; provided however, if following forty-five (45) days from receipt of written notification of the proposed amendment and its text said Issuing Authority takes no action, the amendment will be deemed approved. Any amendment to the Articles of Organization shall be subject to same requirements as above.
5. Conflict of Interest
No Director or officer of the Corporation may participate in the evaluation, review and approval of any application for a grant or any other matter in which he or she has a direct personal interest.
All grants and other transactions shall be conducted at arm's length and shall not violate the proscriptions in the Articles of Organization, these By-laws, or any other applicable prohibition against the Corporation's use or application of its funds for private benefit. No such loan or transaction shall be entered into if it would result in denial of or loss of tax-exempt status under Section 501(c)(3) or other applicable sections, if any, of the Code and its regulations as they now exist or as they may be hereafter amended.
6. Seal
The Board of Directors shall approve and adopt a corporate seal, which shall have inscribed thereon the name of the Corporation and the state of incorporation and the words "Corporate Seal." The seal shall be stamped or affixed to such documents as may be prescribed by law or custom or by the Board of Directors.
7. Non-Discrimination
Selection of the Board of Directors, officers of the Corporation, Members, volunteers and staff shall not be based on race, color, religion, age, national origin, gender, disability or sexual preference.
8. Agreements with other Municipalities and Access Entities
The Corporation may enter into agreements with other municipalities, access corporations or cable television licensees to provide cable television access services and to share resources, including but not limited to facilities, equipment and staff and other resources, and enter into other agreements to carry out activities consistent with the purposes of the Corporation. Such agreements should provide necessary resources to the Corporation to serve the particular municipality in question. In the event that such agreements involve occasional transactional cooperation and collaboration including but not limited to sharing of occasional programs or occasional technical assistance, equipment and resource exchange, such agreements shall not require the prior approval of the Board of Directors or Board of Selectmen. In the event that such inter-municipal or inter-entity agreements involve a formal joint venture, formal partnership or contractual relation resulting in a change in the intended mission, audience or membership of the Corporation or otherwise resulting in other municipalities or other studio or programming entities having regular benefit or use of assets or resources of the Corporation, such agreements must be approved by the Board of Directors and the Board of Selectmen.
9. Personnel Policies
The Board of Directors shall be charged with developing the Corporation's personnel policies, job descriptions and advertisements, reviewing and evaluating staff salaries and benefits and the performance of the Executive Director and shall be responsible for related personnel matters and grievances and coordinating the hiring of the Executive Director. Notwithstanding the foregoing, the Board may at any time create a Personnel Committee pursuant to Section 9 of this Article.
10. Annual Report
The Corporation shall prepare an Annual Report of operations and budget and copies of same shall be available to the public. Upon written request of the Board of Selectmen or its designee, the Corporation shall provide the Board of Selectmen, for advisory purposes only, opportunity to review and discuss the Corporation's budget. The Corporation shall participate in hearings to be conducted by the Board of Selectmen or its designee to discuss for advisory purposes the Corporation's operations.
Article 7
Indemnification
To the fullest extent permitted by Chapter 180, Section 3 of the Massachusetts General Laws as it exists or may be amended each Officer, and the Directors of the Corporation shall be indemnified by the Corporation against any and all claims and liabilities to which he/she becomes subject by reason of his/her being or having been an Officer or Director, whether or not he/she continues to be an Officer or Director at the time of the adjudication of such claim or liability. The Corporation shall also indemnify such Officer or Director for any and all legal and other expenses reasonably incurred by him/her in connection with any actual or threatened action, suit or proceeding to which he/she may be made a party by reason of his/her being or having been such an Officer or Director, whether or not he/she continues to be an Officer or Director at the time of incurring such expenses. No Officer or Director shall be indemnified against any action, claim suit or proceeding in which he/she shall be finally adjudged liable by reason of his/her own negligence or willful misconduct; and no such Officer or Director shall be indemnified against the cost of any compromise or settlement of any such alleged claim or liability, unless said compromise or settlement shall be approved in advance by the Board of Directors.
Cable TV Advisory Committee Memorandum
MEMORANDUM
TO: Board of Selectmen
FROM: Cable TV Advisory Committee
DATE: August 31, 2010
RE: Draft By-Laws for Non-Profit Access Corporation
Attached is a re-draft of the by-laws for a non-profit access corporation to operate the Hingham public access television channel and to assist in the operation of the government and educational channels as needed.
As the Selectmen have requested, the fiscal year of the corporation has been changed in this draft to June 30, to conform to the Town's fiscal year. The annual meeting of the corporation's members has been changed to the fall (September or October) as requested. This draft contains two substantive changes from the prior draft: (1) quorum of members for meetings, and (2) number of directors. The two substantive changes have both been cleared with the Town's cable attorney.
QUORUM
The language describing the quorum required for meetings of the membership has been clarified, and the quorum has been changed to five percent of the membership but not less than five members. The Committee believes that if a substantial number of Town residents join the corporation as members, as is expected, five percent is a reasonable number. For example, the 300 residents required as a quorum for Town Meeting is less than five percent of adult Town residents.
NUMBER OF DIRECTORS
The Committee recommends that the by-laws provide for five to seven directors, rather than five as in the previous draft. Five directors would be appointed by the Selectmen as initial directors to establish the corporation. If those directors believe that additional directors would be beneficial, they would appoint up to two additional directors, with the approval of the Board of Selectmen. This additional flexibility would permit the appointment of additional people with specific areas of expertise if needed. The Committee notes that the Plymouth access corporation has nine directors.
ARTICLES OF INCORPORATION
The Articles of Incorporation, which have previously been provided to the Selectmen, have been changed to reflect the change in fiscal year as requested by the Board of Selectmen. This is a printed form, provided by the Secretary of State. When the Board of Selectmen has appointed the initial five directors, those names will be added to the form, a final copy will be provided to the Board of Selectmen, and it will be ready for the attorney to file.
INITIAL DIRECTORS
The Board of Selectmen has not yet addressed the process for appointing the initial directors. The Committee has identified a number of residents whom it believes would be qualified to serve in this capacity. These residents have not yet been approached to determine their willingness to serve.
Andy Brickley
Jim Dellot
Amy Goebel
Harold Goldstein
Margie Kaplan
Robert Kirk
Barry or Noreen Moross
Ed Seigfried
Sky Thaxter
Scott Wahle
Shade Tree Advisory Committee Memorandum
Shade Tree Advisory Committee
Mission: To set up a Shade Tree Committee for the Town of Hingham (herein referred to as "the Town").
Definition of shade tree: A species of deciduous tree that at maturity will be at least 50 feet tall and have a trunk diameter of at least 8 inches.
Governance: The Shade Tree Advisory Committee (herein referred to as "the Committee") will consist of 5 members appointed by the Selectmen.
Work product: The Committee will draft a plan that will articulate the results of the Work Agenda and present it to the Board of Selectmen.
Time frame: The Shade Tree Advisory Committee's plan to be submitted to Selectmen by October 1, 2010; Shade Tree Committee to be established by the Selectmen by October 30, 2010; Shade Tree Committee's plan to be submitted to the Selectmen by February 1, 2011.
Work agenda: Prerequisite: Suspension of all tree planting in the Town until the Selectmen approve a plan submitted by the Shade Tree Advisory Committee.
The Committee will address the following goals:
1. Develop a master shade tree plan for the town, beginning with the main streets.
2. Explore the possibility of obtaining the services of a professional landscape architect to create a master shade tree and streetscape plan for the town.
3. Explore the possibility of obtaining contributions/grants to finance the services of the professional landscape architect
4. Identify the deficiencies in the Town's landscape design and how to correct them
5. Establish the goals of the Shade Tree Committee
6. Define the types of skills needed by members of the Shade Tree Committee
7. Define how disputes will be resolved between homeowners and town
Work process: The Committee will use the following process in order to meet the goals:
1. Discuss the feasibility of employing a professional landscape architect to produce a master plan
2. Study literature on landscape and streetscape design, such as the "Landscape Guide for Vermont Roadways & Transportation Facilities", to become informed about widely accepted standards on these topics
3. Review the standards and processes of other communities (such as Williamsport, PA) to decide how best to address Hingham's shade tree and streetscape needs
4. Discuss the differences between Hingham's landscaping and the accepted standards
5. Discuss the desired goals and structure for the Shade Tree Committee
Interaction with the Board of Selectmen: The Committee will report periodically to the Hingham Board of Selectmen. Selectman John Riley will be the liaison with the Committee and together with the Chairman of the Committee, will determine when and if the Committee will make presentations to the Board.
REVISION 1 by Shirley Rydell 5/22/10 (correction: 6/22/10)
Shade Tree Committee / Commission Memorandum
Shade Tree Committee/Commission
Mission: To improve the landscape and streetscape of the Town of Hingham (herein referred to as "the Town").
Governance: The Shade Tree Committee (herein referred to as "the Committee") will consist of 5 to 7 members appointed by the Selectmen.
Work product: The Hingham Shade Tree Committee will create a long-term plan to vastly improve the streetscape of the Town and enhance its historic beauty.
Goals: Prerequisite: Continued suspension of all tree planting in the Town until the Selectmen approve the plan submitted by the Shade Tree Committee.
The Committee will address the following goals:
1. Obtain the services of a professional landscape architect to create a master shade tree and streetscape design plan for the Town. This should include correcting any deficiencies identified by the Shade Tree Advisory Committee, and defining new standards and processes.
2. Review recommended standards and processes with relevant Town officials (Selectmen, DPW): modify as required and adopt policy; present as warrant items if necessary.
3. Address the goals established by the Shade Tree Advisory Committee. These should include:
• Creating a plan to provide ongoing oversight of tree and shrub planting in the Town.
• Exploring the possibility of obtaining grants to help finance implementation of the master shade tree plan.
• Conducting a public relations/education campaign to elicit citizens' support and cooperation.
• Conducting an inventory of Hingham shade trees beginning with the highest visibility streets and historic districts. This should include location, species, approximate size, and condition.
Work process: The Committee will use the following process in order to meet the goals:
1. Create and review options for obtaining the services of a professional landscape architect.
2. Study literature on landscape and streetscape design, such as the "Landscape Guide for Vermont Roadways & Transportation Facilities", to become informed about widely accepted standards.
3. Review the standards and processes of other communities (such as Williamsport, PA) to decide how best to address Hingham's shade tree and streetscape needs.
4. Plan a public relations/education campaign to inform citizens and school children about the value of shade trees, eliciting their support.
5. Plan an inventory of Hingham shade trees.
Interaction with the Board of Selectmen: The Committee will report periodically to the Hingham Board of Selectmen. The Selectman will appoint a member to be its liaison to the Committee, and together with the Chairman of the Committee will determine when the Committee will make presentations to the Board.
Submitted by Shirley Rydell and Alyce Nobis 5/28/09, Edited by Shirley Rydell 3/5/10