Origin. Council formation began during the summer of 1993 when the Governor’s Office invited interested individuals from the public and private sectors to join in a partnership dedicated to "improving the economic future and the quality of life in Massachusetts’ rural areas".

Partner Groups Council members shall represent the following partner groups; 1) private for-profit entities and the associations representing them, 2) private non-profit entities organized for a public purpose, 3) federal, 4) state, 5) tribal, and 6) local and county government, 7) regional development organizations, 8) higher education institutions, and 9) citizens. Additional partnerships may be created as the need arises. Members who represent organizations shall be at the executive/policy level of their organization and have authority or access to authority that allows appropriate decisions to be implemented.

Becoming a member. Membership is open, and any interested individual or organization is welcome to present a written application to the Council indicating the partner group which the applicant represents. Council members will be notified of new members through enclosures with meeting minutes or other general mailings. Membership and general Council information is available through the Massachusetts Rural Development Council office, and will be provided to applicants for membership. Each member may represent only one partner group. The Board of Directors shall be the sole body for determining classification of new members.

Responsibilities of members. All members are expected to attend and contribute to meetings, lend their time and, at their discretion, make available staff time, expertise and resources of their organization to further the objectives of the Council. Members have the responsibility to be current with Council operations, including having read materials distributed prior to meetings, as well as minutes and briefing materials.

Removal from Council. Membership in the Council may be revoked for cause. Cause is defined as: prolonged inactivity or lack of involvement in Council activities; conflict of interest; or unauthorized use of the Council name. Conflict of interest is defined as follows: no member, officer, or employee who exercises any functions or responsibilities with respect to the Council during their tenure or for one year thereafter shall have an interest in any contract or subcontract, or the proceeds thereof, for the work to be performed in connection with any program(s) assisted under this agreement.

Consensus and Polling. Working by consensus is the operational process of the Council, Partnership, and Committees. Consensus is understood not as unanimous agreement, but as a process in which all viewpoints are reasonably heard and taken into account in determining whether the level of support expressed for a given action or policy is sufficient to proceed. Agreements and decisions may involve the entire Council, Partnership or Committees. In full Council membership meetings, support or lack thereof may be determined by polling each member, who shall identify him/herself according to partnership affiliation. While consensus is a more inclusive decision-making process, the full membership, or Board of Directors, may need to approve items of a legal or financial nature, or may want to indicate their full support of a particular policy or initiative. The Board of Directors may request that the full Council vote on a policy, operating procedure or initiative. A simple majority of the Council members present and voting is sufficient to carry the vote.

Quorum. The Council members in attendance at official meetings shall constitute a quorum for transacting business. Proxy ballots will not be allowed.

Meetings. Full Council membership meetings shall be held at least annually, with advance written notice mailed at least thirty days prior to the meeting date. All other meetings, including emergency meetings, require at least fourteen days notice. All meetings shall comply with the provisions of Section 11A and 11B of Chapter 30A of the General Laws and successor legislation referred to as "the Open Meeting Law".

Committees. The Council, its Board of Directors or any partner group may convene Committees for the purpose of addressing specific issues, interests or projects. Prior to convening, each Committee must seek and receive the approval of the Board of Directors. Once convened, operating rules and procedures, including those for convening meetings and setting agendas, shall be determined by each Committee, in accord with the Mission and consensual operating policies of the Council as a whole.

Scope.

Participation in the Council. Membership and participation in the Council are voluntary. The Board of Directors or the Council do not have authority to obligate technical, personnel or financial resources of any of the members.

Officers. The officers of the Council are President, Vice-President, Clerk and Treasurer. The Officers shall be members of the Board of Directors and will be elected annually by the Board from its membership.

Duties. The President shall preside at all meetings of the Council and the Board of Directors, and shall perform such duties and exercise such powers as delegated by the Council. The President and Vice-President shall be ex-officio members of all committees/task forces of the Council. The Vice-President or Executive Director shall serve as Chair in the absence of the President. The Treasurer shall be custodian of Council funds, except as otherwise directed by the Board of Directors. S/he shall deposit same in such banking institutions as authorized by the Board. S/he shall direct that bills be paid under the provisions authorized by the Board of Directors. At the Annual Meeting and at other times as requested by the Board of Directors, s/he shall present the Board with a financial statement.

Executive Director. The Executive Director will manage and carry out Council business as directed by the Board of Directors and in accordance with an approved job description and annual work plan. For operational assignments, policy direction, administrative and personnel issues, the Executive Director shall report to the Board of Directors.

Membership. The Board of Directors shall consist of the Council President, Vice-President, the Clerk, Treasurer, and two members representing each Partner Group. The Board of Directors will elect three at large members to its body. Further, the three HOST agencies for the Council serve on the Board of Directors as ex-officio voting members. The current host agencies are the United States Department of Agriculture, Rural Development (formerly Farmers Home

Term of Office. Terms of service for Board of Directors members representing Partner Groups shall generally be two years from an Annual Meeting, or until a successor is elected or appointed. When a Director leaves before completing a term a representative of the Partner Group shall be appointed to serve until the next election.

Responsibilities of Directors All Board members are expected to attend and contribute to meetings, lend time and, at their discretion, make available staff time, expertise and resources of their organization to further the objectives of the Council. Members have the responsibility to be current with the Board of Directors and Council operations, including having read material distributed prior to meetings, as well as minutes and briefing materials of meetings they miss. Further, the President of the Council, or in his/her absence, the Vice-President is authorized to sign contracts and other legal documents as approved by a vote of the Board of Directors. Directors are authorized to sign checks for payment as provided for within the policies of the Board of Directors.

Removal from the Board of Directors. An elected officer, member of the Board of Directors representing a partner group, or an at-large member may be removed from office only for cause by a majority vote of members then in office at any meeting in which the notice or agenda specifies this action will be taken.

Meetings Meetings of the Board of Directors shall be held at regular intervals, with the location of meetings rotated throughout the state. Special meetings may be called by the President. Notice of all meetings shall be mailed to Board members at least seven days prior to the meeting date. Minutes shall be available to the membership.

Duties. The duties of the Board of Directors shall be to direct the administration of the Council, including oversight staff, budget and operations, to implement and interpret general membership policies and generally to act on behalf of the Council on items which require attention between the meetings of the full membership. The Board of Directors has the authority to create sub-committees to carry out its duties.

Decision-Making and Agreement. Consensus shall be the operational method of the Board of Directors as described earlier in Section V. The Board of Directors is responsible for allocating the Council’s budget and staff time. In the spirit of consensus, decisions on these internal matters will require the agreement of two-thirds (2/3) of the members present, except where involving business of the Corporation, finances, and where required by statute, which shall be effected by a majority vote by those present and voting .

Quorum Board of Directors members, or alternates, in attendance at official meetings of the Board shall constitute a quorum for transaction of business. Attendance through electronic means is acceptable.

Amendments. The Council is governed by these By-Laws, and may amend these By-Laws and make rules to implement these By-Laws by consensus of the Partnerships at a Council membership meeting. Rules and amendments to these By-Laws, proposed by the Board of Directors or Partner Groups, must be brought before the Council membership for approval. A copy of the proposed amendment shall be provided to Council members at least seven days prior to such meetings.