Bylaws Original Vs Proposed (Fall 2013, Differences, Unified)

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--- AA_Bylaws_20120417-proposed_amendments.txt  2013-08-18 04:13:55.592244868 -0400
+++ Artisans_Asylum_Bylaws_Draft_6Aug2013--no-toc.txt   2013-08-18 04:19:23.091486201 -0400
@@ -1 +1,2 @@
-Code of Bylaws for
+BYLAWS
+OF
@@ -3 +4,26 @@
-Article 1
+ARTICLE I
+NAME, ACTIVITIES, PURPOSE, FISCAL YEAR AND CORPORATE SEAL
+1.1. Name. The name of the organization, as stated in the Articles of Incorporation, is
+Artisan's Asylum (the ?Organization?).
+1.2. Activities. The Organization's primary activities will be to educate, provide space
+for and support the craftspeople and artisan community in the Boston area. The Organization
+aims to provide educational programming to the public across a variety of crafts skill sets, as
+well as access to the equipment and tools necessary to practice artisanship, and rent space to
+artisans. The Organization will raise money through grants, donations, and membership dues.
+1.3. Purpose. The Organization is organized exclusively for the charitable and
+educational purposes described above, including for such purposes, the making and distributions
+to organizations that qualify under 501(c) of the Internal Revenue Code of 1986, as amended (the
+?Code?), or any corresponding sections of any future federal tax code. The Organization shall at
+all times be operated exclusively for charitable purposes within the meaning of 501(c)(3) of the
+Code, as now enacted or hereafter amended. All funds, whether income or principal, and
+whether acquired by gift or contribution or otherwise, shall be devoted to said purpose. No
+proceeds of the Organization will enrich an individual, except that reasonable compensation may
+be paid for services to the Organization. If the Organization is dissolved, any assets remaining
+will be distributed to another Organization serving a similar purpose and qualifying as a tax
+exempt, charitable organization under provisions of 501(c)(3) of the Code.
+1.4. Fiscal Year. The fiscal year of the Organization shall end on the 30th day of June
+each year, unless otherwise determined by the Board of Directors (the ?Board?).
+1.5. Corporate Seal. The Board may adopt and alter the seal of the corporation in a
+form determined from time to time.
+1.6.
+genders.
@@ -5 +31 @@
-Name and Purpose of the Organization:
+Gender. All references to persons in these Bylaws shall mean to include all
@@ -7,39 +33,4 @@
-1.1
-Name: As stated in the Articles of Incorporation, as amended, filed with the
-Office of the Secretary of State of the Commonwealth of Massachusetts, the name of the
-organization is ?Artisan's Asylum, Inc.? herein referred to as ?the Corporation.?
-1.2
-Nonprofit Status: The Corporation has been organized pursuant to 501(c) of the
-Internal Revenue Code.
-1.3
-Activities: The Corporation's primary activities will be to educate, provide space
-for and support the craftsman and artisan community in the Boston area. The
-Corporation aims to provide educational programming to the public across a variety of
-craftsman skill sets, as well as access to the equipment and tools necessary to practice
-artisanship, and rent space to artisans. The Corporation will raise money through
-grants, donations, and membership dues.
-1.4
-Purpose: The Corporation is organized exclusively for the charitable and
-educational purposes described above, including for such purposes, the making and
-distributions to organizations that qualify under 501(c) of the Internal Revenue Code, or
-any corresponding sections of any future federal tax code. The Corporation shall at all
-times be operated exclusively for charitable purposes within the meaning of 501(c)(3) of
-the Internal revenue Code, as now enacted or hereafter amended. All funds whether
-income or principle and whether acquired by gift or contribution or otherwise, shall be
-devoted to said purpose. No proceeds of the Corporation will enrich an individual,
-except that reasonable compensation may be paid for services to the corporation. If the
-Corporation is dissolved, any assets remaining will be distributed to another corporation
-serving a similar purpose and qualifying as a tax exempt, charitable organization under
-provisions of 501(c)(3) of the Internal Revenue Service.
-Article 2 Limitation on actions not consistent with tax status:
-2.1
-Disposition of Assets and Earnings: No part of the property or net earnings of
-the Corporation shall inure to the benefit of or be distributable to the Corporation's
-directors, officers or other private persons, except that the Corporation shall be
-authorized and empowered to pay reasonable compensations, and reimburse
-reasonable expenses incurred, for services rendered and to make payments and
-distributions in furtherance of the purpose set forth in Article 1.
-2.2
-Limitation on Activities: No substantial part of the activities of the Corporation
-shall be the carrying on of propaganda, or otherwise attempting to influence legislation,
-and the Corporation shall not participate in, or intervene in (including the publishing or
+1.7. Definitions. As used herein, the terms ?Officer,? ?Director,? ?employee? and
+?agent? include their respective executors, administrators and other legal representatives; an
+?interested? person is one against whom the action, suit or other proceeding on the same or
+similar grounds is then or had been pending or threatened; and a ?disinterested? person is a
@@ -47,13 +37,0 @@
-^Ldistribution of statements), any campaign on behalf of any political candidate for public
-office. However, the Corporation may engage in general community advocacy services
-from an education and nonpartisan perspective. Not withstanding any other provisions
-of these Bylaws, the Corporation shall not carry on any other activities not permitted to
-be carried on by a Corporation exempt from federal income tax under Section 501 (c) (3)
-of the Code, contributions to which are deductible under Section 170 (c) (2) of the Code.
-2.3
-Code: References in these Bylaws to sections of the Code shall be deemed to
-include references to the corresponding provisions of any future amendments to the
-Code and to the corresponding provisions of any future United States Internal Revenue
-Law.
-Article 3 Members
-3.1
@@ -61,27 +39 @@
-Membership.
-3.1.1 Voting Members.
-3.1.1.1 Voting Membership in the Corporation shall be open to any
-member of the public who pays the monthly membership fee for at least
-six (6) of the previous twelve (12) months (?Voting Membership Threshold
-Requirement?). Months are cumulative over a twelve (12) month period,
-not consecutive. Voting Membership is determined on a month-to-month
-basis, and in order to qualify in any given month, a Member must meet
-the Voting Membership Threshold Requirement. If a Voting Member loses
-his or her voting rights by failing to meet the Voting Membership
-Threshold Requirement, they may regain those rights once they again
-meet the Membership Threshold Requirements.
-3.1.1.2 Failure to vote on a particular matter by the time the Voting
-Period for that matter is up will be deemed a waiver of the Voting
-Member's right to vote on that particular matter (unless Voting Member
-can show proper Notice was not received), but not Voting Membership as
-a whole.
-3.1.1.3 Because Voting Membership is based on a twelve-month cycle,
-during the first year of following the execution of these Bylaws the
-requirements for Voting Membership shall be in the discretion of the
-Board. The Board shall inform all Members of such requirements, which
-shall only subsist for the first twelve (12) following the execution of these
-Bylaws. Thereafter, the requirements listed in 3.1.1.1 above shall
-automatically become the standard for Voting Membership.
-3.1.2 Non-Voting Members. Non-Voting Members shall be any Member who
-does not yet meet (or does not currently meet) the Membership Threshold
-Requirement. Non-Voting Members shall have a right to attend Member
+37168875_6
@@ -89,45 +40,0 @@
-^Lmeetings and may speak on any matter discussed during such meeting(s), but
-shall not be entitled to vote on any matters.
-3.2
-Admission of Members. Any member of the public can be a Member in any given
-month by paying their membership fee by the first business day of the month and by
-being in compliance with all policies of the Corporation, or as otherwise determined by
-the President.
-3.3
-Termination of Members. Membership for Voting and Non-Voting Members may
-be terminated in any of the following ways: voluntarily by the Member at any time by
-providing Notice to the Corporation, involuntarily for failure to comply with all policies of
-the Corporation, or involuntarily by unanimous decision of the Board of Directors. Voting
-Membership may also be terminated by the failure of a Voting Member to pay their
-monthly membership fee in accordance with the Voting Membership requirements
-(which shall be considered voluntary). Loss of Voting Membership does not mean loss of
-Membership as a whole.
-3.4
-Reinstatement of Membership. If a Voting Member's membership is terminated
-voluntarily, membership may be reinstated once they meet the Voting Membership
-requirements. If a Member's membership is terminated involuntarily, membership may
-be reinstated once 2/3 of the Board of Directors approves the reinstatement. Once a
-Member's membership is terminated, it cannot be reinstated until the following month
-unless otherwise determined by the Board of Directors. Voting Membership shall only be
-reinstated upon meeting the Voting Membership Threshold Requirement as defined in
-Section 3.1.1 above.
-3.5
-Place of Meetings. Meetings of Members shall be held at such place(s), within or
-without the Commonwealth of Massachusetts as shall be determined by the Board, and
-the President shall preside at all such meetings.
-3.6
-Annual Meeting. The annual meeting of the Members shall be held at seven
-o'clock at night the first week of June of each year. If any annual meeting is not held at
-the designated time, the meeting shall be held as promptly as practicable thereafter at a
-time to be determined by the Board.
-3.7
-Special Meetings. Special meetings of the Members may be called by the Board
-through a duly adopted resolution, by the Chairman of the Board, by the President of the
-Corporation, by written petition of at least 40 Voting Members, or by written petition of
-not less than twenty percent (20%) of all Voting Members. Business transacted at all
-special member meetings shall be confined to the subjects stated in the Notice of said
-meeting. The individual or individuals who call for a special meeting of the Members
-shall deliver a statement of the subject(s) to be addressed at the special meeting to the
-Secretary of the Corporation within forty-eight (48) hours of calling for said meeting (or, if
-the office of Secretary shall then be vacant, to the President of the Corporation).
-3.8
@@ -135 +42,40 @@
-Notice of Meetings, Waiver, and Adjourned Meetings.
+person against whom no such action, suit or other proceeding is then or had been pending or
+threatened.
+ARTICLE II
+MAINTAINING TAX STATUS
+2.1. Nonprofit Status. The Organization has been organized pursuant to section
+501(c)(3) of the Internal Revenue Code of 1986, as amended (the ?Code?).
+2.2. Disposition of Assets and Earnings. No part of the property or net earnings of the
+Organization shall inure to the benefit of or be distributable to the Organization's directors,
+officers or other private persons, except that the Organization shall be authorized and empowered
+to pay reasonable compensations, and reimburse reasonable expenses incurred, for services
+rendered and to make payments and distributions in furtherance of the purpose set forth in
+Article I.
+2.3. Limitation on Activities. No substantial part of the activities of the Organization
+shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the
+Organization shall not participate in, or intervene in (including the publishing or distribution of
+statements), any campaign on behalf of any political candidate for public office. However, the
+Organization may engage in general community advocacy services from an education and
+nonpartisan perspective. Notwithstanding any other provisions of these Bylaws, the
+Organization shall not carry on any other activities not permitted to be carried on by a
+Organization exempt from federal income tax under Section 501(c)(3) of the Code, contributions
+to which are deductible under Section 170(c)(2) of the Code.
+ARTICLE III
+MEMBERS
+3.1. Membership. Any person of the public can be a Member (the ?Member? or
+collectively with other Members, the ?Members?) in any given month by paying his membership
+fee by the first business day of the month and by being in compliance with all policies of the
+Organization, or as otherwise determined by the President and Board in a Board meeting (the
+?Membership Threshold Requirement?).
+3.2. Member Meetings. All Members shall have the right to attend all meetings of
+Members and may speak on any matter discussed during such meetings. On matters requiring an
+action by vote, voting will be confined to Members eligible to vote (?Voting Members?) (as
+defined in Section 3.3.1 below).
+3.2.1. Place of Member Meetings. Meetings of Members shall be held at such
+place(s), within or without the Commonwealth of Massachusetts as shall be determined by the
+Board, and the President shall preside at all such meetings.
+3.2.2. Nature of Meetings. Meetings of the Members may be held remotely via
+teleconference call, video chat, or other electronic communication modes, and shall not require
+the physical presence of Members to conduct such a meeting, so long as attending Members can
+2
+37168875_6
@@ -137,40 +82,0 @@
-^L3.8.1 Notice. Written notice stating the place, date and hour of the meeting, and
-the purpose or purposes for which the member meeting is called, shall be
-delivered to each Member by the Secretary of the Corporation (or, if the office of
-Secretary shall then be vacant, by the President of the Corporation). If for an
-Annual Meeting, such notice shall be provided not less than ten (10) nor more
-than forty-five (45) days before the date of the meeting. If for a Special Meeting,
-such notice shall be provided not less than forty-eight (48) hours before the date
-of the meeting. If mailed, such notice shall be deemed to be delivered when
-deposited in the United States mail with first call postage prepaid addressed to
-the Member at his or her address as it appears in the records of the Corporation
-or such other address as a member may have designated for delivery of notices
-in a written communication to the Secretary. Email shall be effective for
-providing notice if it was sent to the last email address provided by that Member
-to the Corporation.
-3.8.2 Waiver. Waiver by a Member in writing of Notice of a members' meeting,
-signed either before or after the time of the meeting, shall be equivalent to the
-giving of such Notice. Attendance by a member at a members' meeting, whether
-in person or by proxy, without objection to the notice or lack thereof, shall
-constitute a waiver of proper notice of the meeting.
-3.8.3 Adjournment. Any meetings of members may be adjourned by the Chair of
-the meeting to reconvene at another time or place. When a meeting is adjourned
-to another time or place, Notice will be sent via email to Members in accordance
-with Section 3.8.1 above. At the adjourned meeting of the Corporation may
-transact any business that might have been transacted at the original meeting.
-3.9
-Remote Communications. Unless otherwise provided in the Articles of
-Organization, if authorized by the Board of Directors, subject to such guidelines and
-procedures as the Board of Directors may adopt, Members and proxy holders not
-physically present at a meeting of Members, may, by mean of remote communications:
-3.9.1 participate in a meeting of Members; and
-3.9.2 be deemed present in person and vote at a meeting of Members, provided
-that:
-3.9.2.1 the Corporation shall implement reasonable measures to verify that
-each person deemed present at the meeting by means of remote
-communication is a Member or proxy holder;
-3.9.2.2 the Corporation shall implement reasonable measures to provide
-such Member and proxy holders a reasonable opportunity to
-participate in the meeting, including an opportunity to read or hear the
-proceedings of the meeting substantially concurrently with such
-proceedings; and
@@ -178,41 +84,43 @@
-^L3.10 Nature of Meetings and Voting Period. Meetings may be held remotely and shall
-not require the presence of a majority of members in order to conduct such a meeting,
-so long as proper Notice was provided to the Members and remote communications
-meet the guidelines of Section 3.9 above and any additional guidelines the Board may
-implement. Any matter may be brought to a vote during a meeting by a Voting Member
-raising the matter and obtaining a ?second? vote another Voting Member. Once a matter
-is brought to a vote, Voting Members will have a certain period of time (determined by
-the President) following the date of the meeting to vote on any matter presented for a
-vote at such meeting, which shall be at least three (3) days (?Voting Period?). Passage
-of any matter presented for a vote shall be determined by a majority of the votes
-submitted during the Voting Period and not based on a majority of those present
-at the meeting.
-3.10.1 A Member may participate and shall be considered present in any meeting
-called under this Section 3 by telephone, video phone, or similar electronic
-medium and shall be counted present so long as all attending Members can hear
-and be heard and their identity can be reasonably verified.
-3.11 Proxies. A Voting Member may vote either in person or through a proxy
-executed in writing by the Voting Member or the holder of a lawful power of attorney of
-said Voting Member. No proxy shall be valid after one (1) year from the date of its
-execution, unless otherwise expressly provided in the proxy.
-3.12 Voting. Each Voting Member shall be entitled to one (1) vote on each matter
-submitted to a vote. The affirmative vote of a majority of the members that vote on the
-matter shall be the act of the members as a whole unless the vote of a greater number
-of Voting Members is required by law or otherwise in these bylaws.
-3.13 Failure to Receive Notice of Meeting. Voting Members are expected to be
-diligent if they would like to be active in the Corporation, and will be given notice
-regarding the date of a meeting and a Voting Period. Therefore, a Voting Member must
-notify the Corporation in writing within five (5) days of the expiration of a Voting Period to
-allege they did not receive proper Notice of the meeting and did not get a chance to cast
-their vote during the Voting Period. This claim shall be reviewed by the Board of
-Directors who shall make an independent determination, based on a majority vote of the
-Board, of the validity of the claim and either deny it or acknowledge lack of Notice (or
-other special circumstances) and allow the Voting Member to cast his or her vote.
-Failure to provide notice to the Corporation within five (5) days of the expiration of a
-Voting Period shall be deemed a waiver of right to Notice and to vote on that matter.
-3.14 Matters on Which Voting Members Vote. The Voting Members shall vote on the
-following matters or any matters expressly granted to the Members in these Bylaws: (i)
-the disposition of all or substantially all of the Corporation's assets. (ii) any merger or its
-principle terms and any amendment of those terms. (iii) any election to dissolve the
-Corporation. (iv) any election to elect a Board Member (excepting the minority of board
-seats selected by a vote of the board of directors itself as specified in Article 4). (v) any
+hear and be heard and proper notice was provided to the Members (as defined in Section 3.2.5.1
+below).
+3.2.3. Annual Meeting. The annual meeting of the Members shall be held at
+night the first week of October of each year. If any annual meeting is not held at the designated
+time, the meeting shall be held as promptly as practicable thereafter at a time to be determined by
+the Board. A report from the Board on the financial state of the Organization shall be required at
+the Annual Meeting.
+3.2.4. Special Meetings. Special meetings are a forum for the community to
+express its interests and to call an action by vote on business matter(s). Special meetings of the
+Members may be called by the Board through a duly adopted resolution, by the President of the
+Organization, by written petition of at least forty (40) Voting Members, or by written petition of
+not less than twenty percent (20%) of all Voting Members. The individual or individuals who
+call for a special meeting shall deliver a written statement of the subject(s) to be addressed at the
+special meeting to the Secretary of the Organization within forty-eight (48) hours of calling for
+said meeting (or, if the office of Secretary shall then be vacant, to the President of the
+Organization). Notice of the special meeting shall then be provided by the Organization to
+Members using the procedures in Section 3.2.5.1 below. A meeting only qualifies as a special
+meeting if it starts with an official statement by one of the individuals who called the special
+meeting that such meeting of the Members is a special meeting and that the floor is open to
+Members to make any motions. Business transacted at all special member meetings shall be
+confined to the subjects stated in the Notice of said meeting.
+3.2.4.1. Record of Special Meetings. Good-faith effort will be made by
+the Secretary, or his/her appointed representative to record the content of the special meetings for
+those not present at the meeting. The record may be in video form or written minutes.
+3.2.5. Notice of Meetings, Waiver, and Adjourned Meetings.
+3.2.5.1. Notice. Notice of meetings shall be given by the Secretary of
+the Organization (or, if the office of Secretary shall then be vacant, by the President of the
+Organization) by writing or electronic transmission to the last email address provided by the
+Member to the Organization. Notice shall state the place, date and hour of the meeting, and the
+purpose or purposes for which the members' meeting is called. If for an annual meeting, such
+notice shall be provided not less than ten (10) nor more than forty-five (45) days before the date
+of the meeting. If for a special meeting, such notice shall be provided not less than forty-eight
+(48) hours before the date of the meeting. If mailed, such notice shall be deemed to be delivered
+when deposited in the United States mail with first class postage prepaid and addressed to the
+Member at his address as it appears in the records of the Organization or such other address as a
+member may have designated for delivery of notices in a written communication to the
+Secretary.
+3.2.5.2. Waiver. Waiver by a Member in writing of notice of a meeting
+of the Members, signed either before or after the time of the meeting, shall be equivalent to the
+giving of such notice. The Secretary of the Organization shall cause any such waiver to be filed
+with or entered upon the records of the Organization or, in the case of a waiver of notice of a
+3
+37168875_6
@@ -220,11 +127,0 @@
-^Lelection to increase or decrease the number of Board Members. (vi) any election to
-remove a Board Member based on a 2/3 vote of all votes cast by the Voting Members
-during the Voting Period. (vii) any veto of a Board resolution based on a 2/3 vote of all
-votes cast by the Voting Members during the Voting Period. (viii) any one-time expense
-or spending by the Corporation for ten thousand dollars ($20,000.00) or more within a 12
-month period. (ix) establishment and definitions of categories of membership. (x) any
-veto of a decision by the President or any other corporate officer, based on a 2/3 vote of
-all votes cast by the Voting Membership during the Voting Period. (xi) any matters upon
-which the Board, at its discretion, votes by a majority to have go to a vote of the Voting
-Membership, or which the President, at his or her discretion, refers to a vote of the
-Voting Membership.
@@ -232,19 +129,9 @@
-Article 4 The Board of Directors
-4.1
-Power of the Board of Directors: The activities, property and affairs of the
-Corporation shall be managed by its Board of Directors which is empowered to exercise
-all such powers of the Corporation and to do all such lawful acts and things as are
-authorized by law, by the Corporation's Certificate of Incorporation or Bylaws. To the
-extent permitted by law, the Board of Directors may delegate power and authority in the
-exercise of its duties and responsibilities to its duly elected and duly appointed
-committees, and to its duly appointed officers or other such qualified agents.
-4.2
-Composition: The Board of Directors shall consist of not less than three (3)
-nor more than seven (7) members, the precise number to be fixed by the Voting
-Members. The Voting Members shall elect a majority of the Board and the Board shall
-elect the remainder.
-4.3
-Limitations: The employees of the Corporation are ineligible to become Directors
-of the Corporation during the term and tenure of their employment or agency.
-Notwithstanding the foregoing, the President of the Corporation may serve as a Director.
-4.4
+meeting, the records of the meeting. Attendance by a Member at a meeting of the Members
+without objection to the notice or lack thereof, shall constitute a waiver of proper notice of the
+meeting.
+3.2.5.3. Adjournment. Any meetings of Members may be adjourned by
+the Chair of the meeting to reconvene at another time or place. When a meeting is adjourned to
+another time or place, notice shall be sent via email to Members in accordance with Section
+3.2.5.1 above. At the adjourned meeting of the Members, the Organization may transact any
+business that might have been transacted at the originally-scheduled meeting.
+3.3.
@@ -252 +139 @@
-Section 4.4 intentionally left blank except for this statement.
+Member Voting.
@@ -254,8 +141,9 @@
-4.5
-Term in Office, Staggered Board: The initial Directors shall be divided into two
-groups, with approximately half of the Directors in each group. In order to achieve this
-even rotation, the term of a group of Directors may be shortened to less than two (2)
-years during the first voting cycle following the execution of these Bylaws. Thereafter,
-Directors shall hold office for a term of two (2) years or until his or her successor shall
-have been elected and qualified. Directors shall be eligible for reappointment for
-successive terms at the end of their term.
+3.3.1. Voting Eligibility. Member voting shall be open to any Member (the
+?Voting Member? and collectively with other Voting Members, the ?Voting Members?) who
+pays the monthly membership fee for the last six (6) consecutive months (the ?Voting Member
+Threshold Requirement?). The voting membership eligibility list will be updated and
+determined on a month-to-month basis by the President or those staff designated by the President
+to make such a determination.
+3.3.2. Matters Requiring a Member Vote. Voting Members shall vote on the
+following matters as well as any other matters expressly specified in these Bylaws:
+(i)
@@ -263,44 +151,2 @@
-^L4.6
-Removal: Any one or more Directors may be removed with or without cause, at
-any time by a 2/3 vote of Voting Members, based on votes cast during a Voting Period
-following a properly called meeting or action by consent.
-4.7
-Absences from Meetings: Any Director shall be considered to have resigned his
-or her position if he or she is absent from three (3) consecutive regular or special
-meetings of the Board of Directors without explanatory correspondence with the Chair of
-the Board of Directors.
-4.8
-Vacancies: If any vacancy in the Board shall occur, the remaining Directors shall
-continue to act, and any such vacancy may be filled by the Voting Members if the Voting
-Members originally elected the Board seat now vacant, or by the Consent of the Board
-of Directors if the Board originally elected the Board seat now vacant. Vacancies must
-be filled by the beginning of the next term of the Board seat now vacant.
-Article 5 Meetings of the Board of Directors
-5.1
-Regular Meetings: A regular annual meeting of the Board of Directors shall be
-held without other notice than these Bylaws at a point in time fixed by the Board of
-Directors during each calendar year. The Board of Directors may designate any place,
-either within or without the Commonwealth of Massachusetts as the place of meeting for
-any regular annual meeting called by the Board of Directors. If no designation is made,
-the place of meeting shall be the principal office of the Corporation in the
-Commonwealth of Massachusetts, but if all of the Directors shall meet at any time and
-place, either within or without the Commonwealth of Massachusetts, and consent to the
-holding of a meeting, such meeting shall be valid without call or notice, and at such
-meeting any corporate action may be taken. The Board of Directors may provide by
-resolution the time and place, either within or without the Commonwealth of
-Massachusetts, for the holding of additional regular meetings of the Board without other
-notice than such resolution.
-5.2
-Special Meetings: Special meetings of the Board of Directors may be called by
-or at the request of the Chair or any of the Directors. The person or persons authorized
-to call special meetings of the Board may fix any place, whether within or without the
-Commonwealth of Massachusetts, as the place for holding any special meeting called by
-them.
-5.3
-Notice of Special Meetings: Notice of any special meeting of the Board of
-Directors shall be given at least forty-eight (48) hours previously thereto by written notice
-delivered personally or sent by mail, e-mail, telegram or telephone to each Director at his
-or her address as shown by the records of the Corporation. Any Director may waive
-notice of any meeting. The attendance of a Director at any meeting shall constitute a
-waiver of notice of such meeting, except where a Director attends a meeting for the
-express purpose of objecting to the transaction of any business because the meeting is
+The disposition of all or substantially all of the Organization's
+assets;
@@ -308,41 +154 @@
-^Lnot lawfully called or convened. Neither the business to be transacted at, nor the
-purpose of, any regular or special meeting of the Board need be specified in the notice
-or waiver of notice of such meeting, unless specifically required by law or these Bylaws.
-5.4
-Quorum: At any duly called meeting of the Board of Directors, whether annual or
-special, a majority of the elected Directors then in office shall constitute a quorum for the
-transaction of business.
-5.4.1 A Director may participate and shall be considered present in any meeting
-called under this Article by telephone, video phone, or similar electronic medium
-and shall be counted present so long as all attending Directors can hear and be
-heard and their identity can be reasonably verified.
-5.5
-Manner of Acting: A quorum must be present at regular meetings of the Board of
-Directors in order to take consent action on recommendations or proposals submitted to
-the Board for action. Except as otherwise provided by law or by these Bylaws, an act of
-the Board of Directors shall be made by Consent, which shall be a majority unless
-otherwise specified in this Agreement.
-5.6
-Action by Written Resolution: If Directors severally or collectively consent in
-writing (specifically including electronic communication) to any action to be taken by the
-Board, and the number of such Directors constitutes a quorum for such action, such
-action shall be as valid corporate action as though it had been authorized at a meeting of
-the Board of Directors. The Secretary shall file such consents with the minutes of the
-meetings of the Board of Directors.
-5.7
-Proxy Action Not Permitted: For the purposes of decision making and
-establishing a quorum as set forth in this Article, Directors unable to attend a meeting for
-any valid reason may not participate by proxy.
-5.8
-First Meeting of the Board. The Board, as elected by the Incorporators, shall
-meet within three (3) months of election and shall elect permanent Board Members to
-serve a term in accordance with this Agreement.
-Article 6 Officers of the Board of Directors
-6.1
-Officers: The Officers of the Corporation shall be: President, a Secretary (or
-Clerk) and a Treasurer. The Corporation may also have a Chief Financial Officer, one or
-more Assistant Secretaries, one or more Assistant Treasurers, and such other officers
-as the Board of Directors may determine from time to time.
-6.2
-Election of Officers: The Voting Members, at their Annual Meeting, shall elect
-the Officers by a majority of votes cast during the Voting Period. The officers shall serve
+(ii)
@@ -350,40 +156,2 @@
-^Luntil the next Annual Meeting or until their successors are elected, whichever event
-occurs later. The initial Officers shall be elected at the first meeting of the Board.
-Article 7 Duties and Powers of the Officers
-The duties and powers of the officers of the Corporation shall be as follows:
-7.1
-President. The President shall be the Chief Executive Officer of the Corporation
-and, subject to the control of the Board of Directors, shall have general charge and
-supervision of the affairs of the Corporation and, except as otherwise provided by the
-Articles of Organization, these By-laws and the Massachusetts General laws, the
-President shall see that all orders and resolutions of the Board are carried into effect.
-7.2
-Chair of the Board of Directors: The Chair of the Board of Directors shall be
-chosen from among the members of the Board of Directors. He or she shall preside at all
-meetings of the Board of Directors and shall have such other duties and responsibilities
-as are customary for the office of Chair of the Board of Directors and as may be
-assigned to him or her from time to time by the Board of Directors.
-7.3
-Vice Chair of the Board of Directors: If a Vice Chair of the Board is chosen, he or
-she shall be chosen from among the members of the Board of Directors. He or she shall
-perform the duties of the Chair of the Board of Directors in the absence or disability of
-the Chair and shall have such other duties and responsibilities as may be assigned to
-him or her from time to time by the Board of Directors. Should no Vice Chair of the
-Board be chosen, the Secretary shall perform the Vice Chair's duties.
-7.4
-Secretary: The Secretary shall cause minutes to be kept of the meetings of the
-Board of Directors in appropriate books. He or she shall give all notices of the meetings
-of the Board of Directors. He or she shall be the custodian of the records of the
-Corporation (other than those kept by the Treasurer) and of the corporate seal, and shall
-affix the latter when required. He or she shall in general perform all the duties incident to
-the office of Secretary, subject to the control of the Board of Directors and of the
-Executive Committee.
-7.4.1 It shall be the duty of the Secretary to enforce all Bylaws, rules and
-regulations for the proper conduct of the Corporation made by or under the
-authority of the Board of Directors or Executive Committee of the Board. In all
-cases of disputed authority or uncertainty as to the meaning of the Bylaws, rules
-and regulations of the Corporation, his or her decision shall govern until the
-Board of Directors or Executive Committee shall otherwise rule by Consent.
-7.4.2 It shall be the duty of the Secretary to see that all requirements of law and
-of appropriate state and local authorities are duly observed in the conduct of the
-affairs of the Corporation.
+Any merger or its principle terms and any amendment of those
+terms;
@@ -391,23 +159,225 @@
-^L7.4.3 The Secretary shall be permitted to appoint a Recording Clerk or other
-representative, at the discretion of the Secretary, to fulfill the minute taking duties
-set forth herein.
-7.5
-Treasurer: The Treasurer shall have supervision over the receipt and custody of
-the Corporation's funds, and shall cause to be kept correct and complete books and
-records of account, including full and accurate accounts of receipts and disbursements
-in books belonging to the Corporation, and in general shall perform such duties as are
-customary to the office of Treasurer. In addition, the Treasurer shall perform such other
-duties as the Board of Directors or the Executive Director may from time to time assign
-to the Treasurer. The Treasurer shall be provided with a bond for the faithful discharge
-or his or her duties in such amount as the Board of Directors or the Executive Committee
-may require.
-7.6
-Officer Vacancies: A vacancy in any office shall be filled by the Voting Members
-at a regular meeting or at a special meeting called for that purpose. Vacancies must be
-filled by the beginning of the next term of the Officer whose seat is vacant.
-7.7
-Resignation and Removal: Any Officer may resign at any time by giving written
-notice of such resignation to the Clerk or President. Such resignation shall be effective
-upon receipt of such notice, unless the notice specifies a later effective date acceptable
-to the Corporation. The Voting Members may remove any officer by a 2/3 vote (based on
-votes cast during the Voting Period) at any time with or without cause, at any regular or
+(iii)
+
+Any election to dissolve the Organization;
+
+(iv)
+
+Any election to elect a director of the Board; excepting, however,
+the minority of Board seats selected by a vote of the directors of
+the Board (as specified in Article 4);
+
+(v)
+
+Any election to amend the overall numerical range and
+composition of directors of the Board;
+
+(vi)
+
+Any matters upon which the Board requires an action by vote of
+the Voting Members at its discretion, as decided by a majority of
+the directors of the Board, or by the President, at his discretion;
+
+(vii)
+
+Any election to remove a director of the Board by the Voting
+Members (as further prescribed in Section 4.4 below);
+
+(viii)
+
+Any veto of a Board resolution by the Voting Members; and
+
+(ix)
+
+Any Bylaws amendments (as further prescribed in Section 13.1
+below).
+4
+
+37168875_6
+
+^L
+3.3.3. Quorum. At any meeting of the Members, the attendance of fifteen
+percent (15%) of the Voting Members shall constitute a quorum. No vote requiring Voting
+Member action shall be taken when less than a quorum is present other than a vote to adjourn.
+When a quorum is present at any meeting, a two-thirds (2/3) vote of approval of the total votes
+cast on a specific matter shall be the act of the Members as a whole unless otherwise provided by
+the law, the Articles of Organization, or these Bylaws. Each Voting Member shall be entitled to
+one (1) vote on each matter submitted to a vote.
+3.3.4. Voting Method and Waiver. Voting shall be performed through electronic
+voting following a meeting the Members where a vote has been raised, or as specified by the
+Board, the law, the Articles of Organization, or these Bylaws. Failure to vote on a particular
+matter by the end of the voting period, defined as a certain period of time of at least three (3)
+days, to be determined by the President following the meeting date where the said matter was
+presented for a vote (the ?Voting Period?) will be deemed a waiver of the Voting Member's right
+to vote on that particular matter (unless the Voting Member can show proper Notice was not
+received).
+3.3.5. Failure to Receive Notice. A Voting Member must notify the
+Organization in writing within five (5) days of the expiration of a Voting Period to allege he did
+not receive proper notice of the meeting of the Members and did not get a chance to cast his vote
+during the Voting Period. This claim shall be reviewed by the Board who shall make an
+independent determination, based on a majority vote of the Board, of the validity of the claim
+and either deny it or acknowledge lack of Notice (or other special circumstances) and allow the
+Voting Member to cast his vote. Failure to provide notice to the Organization within five (5)
+days of the expiration of a Voting Period shall be deemed a waiver of right to Notice and to vote
+on that matter.
+3.4. Termination of Membership. Membership for Members may be terminated in
+any of the following ways: (a) voluntarily by the Member at any time by providing written
+notice to the Organization, which termination shall go immediately into effect upon the
+Organization receiving such notice unless the notice otherwise specifies, or (b) involuntarily by
+the President and the Board for failure to remain in good standing by complying with all policies
+of the Organization, as specified in the Organization's Policies and Procedures.
+3.5. Reinstatement of Membership. If a Member's membership is terminated
+involuntarily, membership may be reinstated if two-thirds of the Board approves the
+reinstatement at a regular or special meeting of the Board (as defined in Section 4.6 below).
+Once a Member's membership is terminated, it cannot be reinstated until the following month
+unless otherwise determined by the President and the Board. Voting Membership shall only be
+reinstated upon meeting the Voting Member Threshold Requirement (as defined in Section 3.3.1
+above). Loss of Voting Membership does not automatically mean loss of Membership as a
+whole.
+
+5
+37168875_6
+
+^L
+ARTICLE IV
+THE BOARD OF DIRECTORS
+4.1. Power of the Board of Directors. The activities, property and affairs of the
+Organization shall be managed by its Board of Directors, which is empowered to exercise all
+such powers of the Organization and to do all such lawful acts and things as are authorized by
+law, the Articles of Incorporation, and these Bylaws. To the extent permitted by law, the Board
+may delegate power and authority in the exercise of its duties and responsibilities to its duly
+elected and duly appointed committees, and to its duly appointed officers or other such qualified
+agents.
+4.2. Composition. The Board shall consist of not less than five (5) nor more than
+thirteen (13) directors (each a ?Director? and collectively, the ?Directors?). The Voting
+Members shall elect four Directors of the Board and the Board will appoint the remaining
+Directors of the Board. The Board will have one permanent non-voting ex-officio position,
+reserved for Gui Cavalcanti (the ?Founder?).
+4.3. Term in Office, Staggered Board. The Directors shall serve staggered terms and
+hold office for a term of two (2) years or until his successor shall have been elected and
+qualified. All Directors will be divided into two classes as nearly equal in number as is
+practicable in order to stagger the terms of Directors and achieve continuity of governance of the
+Organization as follows: Class A Directors, whose terms expire in odd-numbered years; and
+Class B Directors, whose terms expire in even-numbered years. Directors shall be eligible for
+reappointment and only for the maximum of two successive terms and no more than three full
+terms in a period of eight (8) years.
+4.4. Removal. Any Director may be removed with or without cause, at any time by a
+two-thirds (2/3) vote of Voting Members.
+4.5. Vacancies. If any vacancy in the Board shall occur, the remaining Directors shall
+continue to act despite such vacancy or vacancies in the Board and shall for this purpose be
+deemed to constitute a full board. Any such vacancy may be filled by a two-thirds (2/3) vote of
+the Voting Members during the Voting Period if the Voting Members originally elected the
+Board seat now vacant, or by a majority vote of the Board if the Directors originally elected the
+Board seat now vacant. Vacancies must be filled by the beginning of the next term of the Board
+seat now vacant.
+4.6.
+
+Board Meetings.
+
+4.6.1. Regular Meetings. An annual meeting of the Board shall be held without
+other notice than these Bylaws at a point in time fixed by the Board during each calendar year.
+The Board may designate any place, either within or without the Commonwealth of
+Massachusetts as the place of meeting for the annual meeting. If no designation is made, the
+place of meeting shall be the principal office of the Organization in the Commonwealth of
+Massachusetts. The Board may provide by resolution the time and place, either within or
+without the Commonwealth of Massachusetts, for the holding of additional regular meetings of
+the Board without other notice than such resolution.
+6
+37168875_6
+
+^L
+4.6.2. Special Meetings. Special meetings of the Board may be called by or at
+the request of the President of the Organization or any of the Directors. The person or persons
+authorized to call special meetings of the Board may fix any place, whether within or without the
+Commonwealth of Massachusetts, as the place for holding any special meeting called by them.
+4.6.2.1. Notice of Special Meetings. Notice of any special meeting of
+the Board shall be given at least forty-eight (48) hours previously thereto by written notice
+delivered personally or sent by mail, telephone, e-mail, or other electronic communication to
+each Director at his address as shown by the records of the Organization. Any Director may
+waive notice of any meeting. The attendance of a Director at any meeting shall constitute a
+waiver of notice of such meeting, except where a Director attends a meeting to object to the
+transaction of any business because the meeting is not lawfully called.
+4.6.3. Nature of Meetings. A Director may participate and shall be considered
+present in any meeting called under this Section by telephone, video phone, or similar electronic
+medium and so long as all attending Directors can hear and be heard and their identity can be
+reasonably verified.
+4.6.4. Quorum and Voting. At any duly called meeting of the Board, whether
+annual, regular or special, a majority of the elected Directors then in office shall constitute a
+quorum for the transaction of business. A vote of the majority of those Directors present at a
+meeting of the Board for which there is a quorum present shall be a valid corporate action.
+4.6.5. Action by Written Resolution. If a majority of Directors severally or
+collectively consent in writing (specifically including electronic communication) to any action to
+be taken by the Board, and the number of such Directors constitutes a quorum for such action,
+such action shall be a valid corporate action as though it had been authorized at a meeting of the
+Board. The Secretary shall file such consents with the minutes of the meetings of the Board.
+4.6.6. Absences from Meetings. Any Director shall be considered to have
+resigned his position if he is absent from three (3) consecutive regular or special meetings of the
+Board without reasonable prior explanatory correspondence with the President or Secretary of
+the Organization.
+4.7. Board Committees. The Board may, by vote of a majority of the directors then in
+office, elect or appoint from time to time one or more committees and delegate to any such
+committee or committees that consist solely of Directors any or all of the powers of the
+Directors, except those which by law, the Articles of Organization, or these Bylaws they are
+prohibited from delegating. Unless the Directors otherwise determine, the Executive Committee
+shall have all of the powers of the Directors during intervals between meetings of the Directors.
+Unless the Directors otherwise designate, committees shall conduct their affairs as nearly as may
+be in the same manner as is provided in these Bylaws for the Directors. The Directors of any
+committee shall remain in office at the pleasure of the Board.
+
+7
+37168875_6
+
+^L
+ARTICLE V
+OFFICERS
+5.1. Officers. The officers of the Organization shall be: President, Treasurer, and
+Secretary (each an ?Officer? and collectively, the ?Officers?). Officers of the Organization will
+also be Directors of the Board, with all the rights and authority of a Director.
+5.2. Other Officers. Other Officers shall have such powers as may be designated from
+time to time by the Board.
+5.3. Election of Officers. The Board shall appoint the Officers by a majority of
+Director votes. The Officers shall serve at the pleasure of the Board.
+5.4. President. The President shall be the Executive Director of the Organization and,
+subject to the control of the Board, shall have general charge and supervision of the affairs of the
+Organization. Except as otherwise provided by the Massachusetts General Laws, the Articles of
+Organization, and these Bylaws, the President shall see that all orders and resolutions of the
+Board are carried into effect. He shall preside at all meetings of the Board and shall have such
+other duties and responsibilities as may be assigned to him from time to time by the Board. For
+matters involving employee compensation and similarly related employee matters that would
+result in a conflict of interest, the President will recuse himself from any Board discussions and
+shall not vote on such contract or transaction, but he may be counted for purposes of determining
+a quorum.
+5.5. Treasurer. The Treasurer shall have the custody of, and be responsible for, all
+funds and securities of the Organization. He shall keep or cause to be kept complete and
+accurate accounts of receipts and disbursements of the Organization, and shall deposit all monies
+and other valuable property of the Organization in the name and to the credit of the Organization
+in such banks or depositories as the Board may designate. Whenever required by the Board, the
+Treasurer shall render a statement of accounts. He shall at all reasonable times exhibit the books
+and accounts to any Officer or Director of the Organization, and shall perform all duties incident
+to the office of Treasurer, subject to the supervision of the Board, and such other duties as shall
+from time to time be assigned by the Board. The Treasurer shall, if required by the Board, give
+such bond or security for the faithful performance of his duties as the Board may require, for
+which he shall be reimbursed.
+5.6. Secretary. The Secretary shall cause minutes to be kept of the meetings of the
+Board of Directors in appropriate books. If the Secretary is absent from any meeting of the
+Board, a temporary Secretary chosen at the meeting shall exercise the duties of the Secretary at
+the meeting. The Secretary shall also be permitted to appoint another representative, at the
+discretion of the Secretary, to fulfill these minute-taking duties. The Secretary shall give all
+notices of the meetings of the Board. The Secretary shall enforce the Bylaws, rules and
+regulations for the proper conduct of the Organization made by or under the authority of the
+Board. In all cases of disputed authority or uncertainty as to the meaning of the Bylaws, rules
+and regulations of the Organization, his decision shall govern until the Board shall otherwise
+rule.
+
+8
+37168875_6
+
+^L
+5.7. Officer Vacancies. A vacancy in any office shall be filled by the Directors at a
+regular Board meeting or at a special meeting called for that purpose. Vacancies must be filled
+by the beginning of the next term of the Officer whose seat is vacant.
+5.8. Resignation and Removal. Any Officer may resign at any time by giving thirty
+(30) days written notice of such resignation to the Secretary or President, or such offices are
+unfilled, to the Board. Such resignation shall be effective upon thirty (30) days following the
+receipt of such notice, unless the notice specifies a later effective date acceptable to the
+Organization. The Voting Members may remove any Officer by a two-thirds (2/3) vote of the
+total votes cast during the Voting Period, at any time, with or without cause, at any regular or
@@ -415,17 +385,32 @@
-Article 8 Compensation
-Officers may receive reasonable compensation for their services and Officers and Directors may
-be reimbursed, subject to approval and ratification by the Board of Directors, for reasonable
-expenses incurred in connection with the affairs of the Corporation, including attendance at
-meetings. The Board of Directors may determine the salaries or other compensation of Officers
-and of each employee or agent of the Corporation. No employee or agent of the Corporation
-shall be prevented from receiving compensation for serving as such by reason of the fact that
-he or she is an Officer. No member of the Board of Directors may be an employee of the
-Corporation excepting the President of the Corporation, who may serve as a Board Member if
-elected to the position. As noted in Section 4.3, no employee of the Corporation other than the
-President may serve as a member of the board of directors.
-Article 9 Board of Advisors
-9.1
-Powers. The Board of Directors may appoint from time to time any number of
-persons as advisors to the Corporation, to act either singularly or as a committee or
-committees. Each such advisor shall hold office during the pleasure of the Board, and
-shall have such authority and obligations as the Board may from time to time determine.
+ARTICLE VI
+COMPENSATION
+6.1. Compensation. Officers may receive reasonable compensation for their services
+and Officers and Directors may be reimbursed for reasonable expenses incurred in connection
+with the affairs of the Organization, including attendance at meetings. The Board may determine
+the salaries or other compensation of Officers and of each employee or agent of the
+Organization. No employee or agent of the Organization shall be prevented from receiving
+compensation for serving as such by reason of the fact that he is an Officer.
+ARTICLE VII
+ADVISORY COMMITTEE
+7.1. Advisory Committee. The Board may appoint from time to time any number of
+persons as advisors to the Organization, to act either singularly or as a committee or committees.
+Each such advisor shall hold office at the pleasure of the Board, and shall have such authority
+and obligations as the Board may from time to time determine. Such persons shall serve in an
+honorary capacity and, except as the Board shall otherwise designate, shall in such capacity have
+no right to notice of or to vote at any meeting, shall not be considered for purposes of
+establishing a quorum, and shall have no other rights or responsibilities.
+7.2. No Compensation. No such advisor of the Organization shall receive any salary,
+compensation or emolument for any service rendered to the Organization, except that the Board
+may authorize reimbursement of expenditures reasonably incurred on behalf of activities for the
+benefit of the Organization.
+ARTICLE VIII
+CUSTODIANS AND OTHER AGENTS
+8.1. Agents. The Board shall have power in its discretion, from time to time, (a) to
+employ a bank or trust company or brokerage firm as custodian of any funds or securities of the
+Organization and to delegate to such custodian such powers as it may deem appropriate,
+including the power to make payments from and execute checks drawn on the funds of the
+Organization; (b) to employ Clerks, accountants, legal counsel, investment counsel and any
+special services and to delegate the power to make investment changes on a discretionary basis;
+and (c) to pay compensation for any expenses of all such services in addition to the expenses of
+9
+37168875_6
@@ -433,35 +417,0 @@
-^L9.2
-No Compensation. No such advisor of the Corporation shall receive any salary,
-compensation or emolument for any service rendered to the Corporation, except that the
-Board of Directors may authorize reimbursement of expenditures reasonably incurred on
-behalf of activities for the benefit of the Corporation.
-Article 10 Sponsors, Benefactors, Contributors, Advisers and Friends of the Corporation
-The Board of Directors may designate certain persons or groups of persons as sponsors,
-benefactors, contributors, advisers or friends of the Corporation or such other title as they deem
-appropriate. Such persons shall serve in an honorary capacity and, except as the Board of
-Directors shall otherwise designate, shall in such capacity have no right to notice of or to vote at
-any meeting, shall not be considered for purposes of establishing a quorum, and shall have no
-other rights or responsibilities.
-Article 11 Custodians and Other Agents
-Subject to the spending limit stipulated in Section 3.14, The Board of Directors shall have
-power in its discretion, from time to time, (a) to employ a bank or trust company or brokerage
-firm as custodian of any funds or securities of the Corporation and to delegate to such custodian
-such powers as it may deem appropriate, including the power to make payments from and
-execute checks drawn on the funds of the Corporation; (b) to employ Clerks, accountants, legal
-counsel, investment counsel and any special services and to delegate the power to make
-investment changes on a discretionary basis; and (c) to pay compensation for any expenses of
-all such services in addition to the expenses of the Directors. Each such custodian, employee or
-agent shall retain his or her authority at the pleasure of the Board of Directors.
-Article 12 Voting of Securities
-Except as the Board of Directors may otherwise designate or require, the President may appoint
-any person or persons, with or without power of substitution, to act as a proxy or attorney-in-fact
-for the Corporation at any meeting of stockholders of any other corporations, the securities of
-which may be held by this Corporation.
-Article 13 Contracts, Checks, Funds & Investments
-13.1
-Contracts: Provided that the proper body has approved the matter (Members or
-Board as appropriate), The Board of Directors may authorize any officer or officers,
-agent or agents of the Corporation, in addition to the officers so authorized by these
-Bylaws, to enter into any contract or execute and deliver any instrument in the name of
-and on behalf of the Corporation, and such authority may be general or confined to
-specific instances.
@@ -469,30 +419,30 @@
-^L13.2
-Checks, Drafts, etc.: All checks, drafts, or orders for the payment of money,
-notes or other evidences of indebtedness issued in the name of the Corporation, shall be
-signed by such officer or officers, agent or agents of the Corporation and in such manner
-as shall from time to time be determined by resolution of the Board of Directors,
-otherwise such instruments shall be signed by the Treasurer, and countersigned by the
-Chair or Vice-Chair of the Corporation. Any such instruments valued at $10,000 or more
-shall require the signature of at least two persons duly authorized by the Board of
-Directors to make such commitments on behalf of the corporation.
-13.3
-Deposits: All funds of the Corporation shall be deposited from time to time to the
-credit of the Corporation in such banks, trust companies, or other depositories as the
-Board of Directors may select.
-13.4 Investments: Subject to the spending approval by Voting Members in Section
-3.12, the funds of the Corporation may be retained in whole or in part in cash or be
-invested and reinvested form time to time in such property, real, personal or otherwise,
-including stocks, bonds or other securities, as the Board of Directors may deem
-desirable.
-Article 14 The Corporate Seal
-14.1 The Corporate seal shall be in a form determined from time to time by the Board of
-Directors. Notwithstanding the foregoing, the Corporate Seal must be awesome.
-?Traditional? (aka ?Lame,? ?Boring? and otherwise ?Lack-Luster?) seal shall not be
-accepted or used. They make us look bad.
-Article 15 Books and Records
-15.1
-Records: The Corporation shall keep correct and complete books and records of
-account and shall also keep minutes of the proceedings of its Board of Directors and
-committees having any of the authority of the Board of Directors.
-15.2
-Public Inspection: The Corporation shall make available for public inspection all
+the Directors of the Board. Each such custodian, employee or agent shall retain his or her
+authority at the pleasure of the Board.
+ARTICLE IX
+CONTRACTS, CHECKS, FUNDS & INVESTMENTS
+9.1. Contracts. Provided that the proper body has approved the matter (Members or
+Board as appropriate), the Board may authorize any officer or officers, agent or agents of the
+Organization, in addition to the officers so authorized by these Bylaws, to enter into any contract
+or execute and deliver any instrument in the name of and on behalf of the Organization, and such
+authority may be general or confined to specific instances.
+9.2. Checks, Drafts, etc. All checks, drafts, or orders for the payment of money, notes
+or other evidences of indebtedness issued in the name of the Organization, shall be signed by
+such officer or officers, agent or agents of the Organization and in such manner as shall from
+time to time be determined by resolution of the Board; otherwise, such instruments shall be
+signed by the Treasurer, and countersigned by the Chair or Vice-Chair of the Organization. Any
+such instruments valued at Ten Thousand dollars ($10,000) or more shall require the signature of
+at least two persons duly authorized by the Board to make such commitments on behalf of the
+Organization.
+9.3. Deposits. All funds of the Organization shall be deposited from time to time to
+the credit of the Organization in such banks, trust companies, or other depositories as the Board
+may select.
+9.4. Investments. The funds of the Organization may be retained, in whole or in part,
+in cash or be invested and reinvested form time to time in such property, real, personal or
+otherwise, including stocks, bonds or other securities, as the Board may deem desirable.
+ARTICLE X
+BOOKS AND RECORDS
+10.1. Records. The Organization shall keep correct and complete books and records of
+account and shall also keep minutes of the proceedings of its Board and committees having any
+of the authority of the Board. The records will reside with the President at the principal office of
+the corporation.
+10.2. Public Inspection. The Organization shall make available for public inspection all
@@ -500,4 +450,6 @@
-Article 16 Fiscal Year
-16.1
-Fiscal Year: The fiscal year of the Corporation shall end on the 30th day of June
-each year, unless otherwise determined by the Board.
+ARTICLE XI
+CONFLICT OF INTEREST
+11.1. Conflicts of Interest. The Board shall adopt a conflict of interest policy
+applicable to the Directors and officers, and to other employees and agents of the Organization as
+the Board deems appropriate, which shall establish procedures for disclosure and resolution of
+potential conflicts of interest.
@@ -505 +457,2 @@
-Article 17 Conflict of Interest
+10
+37168875_6
@@ -507,40 +459,0 @@
-^L17.1 Initial Disclosure: Each Director shall, prior to assuming his or her position and
-upon each re-election, disclose in writing to the President, Chair of the Board of
-Directors, the Chair of any committee on which he or she serves, and the Voting
-Membership, a list of all businesses or other organizations of which he or she is an
-officer, member, owner or employee, or for which he or she acts as an agent, with which
-the Corporation has, or might reasonably in the future enter into, a relationship or a
-transaction in which the member would have conflicting interests.
-17.2 Conflict of Interest: At such time, if any matter should come before the Board or
-any committee thereof in such a way as to give rise to a conflict of interest, the affected
-member shall make known the potential conflict and, if advisable, withdraw from the
-meeting for so long as the matter shall continue under discussion, except to answer any
-questions that might be asked of him or her. Should the matter be brought to Consensus
-decision, the affected member shall not participate in the consensus. In the event that,
-when advisable, he or she fails to withdraw voluntarily, the Chair shall require that he or
-she remove himself or herself from the room during the discussion and Consensus on
-the matter.
-17.3
-Ongoing Disclosure: Notwithstanding the above, the affected member shall bring
-to the attention of the President, Chair of the Board, and Voting Membership any
-business transaction involving such a conflict of interest and, furthermore, comply with
-the then current Conflict of Interest Policy, separately drafted from these Bylaws and
-adopted by the Board.
-Articles 18 Indemnification
-18.1 Indemnity. The Corporation may, to the fullest extent now or hereafter permitted by
-law indemnify any person made, or threatened to be made, a party to an action or a
-proceeding by reason of the fact that he or she, his or her testator or intestate was a
-director, officer, employee or agent of the Corporation, against judgments, fines,
-amounts paid in settlement and reasonable expenses, including attorney's fees.
-The Corporation shall indemnify all present and former Officers and Directors against
-any liability and any necessary expenses actually incurred in connection with the
-defense of any action, suit or proceeding in which they, or any of them, are made parties
-or party by reason of being or having been Officers, except for willful misconduct in the
-performance of his or her duties. If an Officer incurs liability as a result of following the
-advice of legal counsel selected by the Board, that Officer shall likewise be indemnified.
-The Corporation shall not be personally liable for any debt, liability or obligation of the
-Corporation. All persons, corporations or other entities extending credit to, contracting
-with, or having any claim against the Corporation may look only to the funds and
-property of the Corporation for the payment of any such contract or claim, or for the
-payment of any debt, damages, judgment or decree, or of money that may otherwise
-become due or payable to them from the Corporation.
@@ -548,10 +461,27 @@
-^L18.2 Settlements. As to any matter disposed of by settlement by any such person,
-pursuant to a consent decree or otherwise, no such indemnification either for the amount
-of such settlement or for any other expenses shall be provided unless such settlement
-shall be approved as in the best interests of the Corporation, after notice that it involves
-such indemnification, (i) by vote of a disinterested majority of the whole Board of
-Directors then in office, or (ii) by vote of a majority of the whole Board of Directors then
-in office, but only if the Board of Directors shall have been furnished with an opinion of
-independent legal counsel to the effect that such settlement is in the best interests of the
-Corporation and that such person appears to have acted in good faith in the reasonable
-belief that his or her action was in the best interests of the Corporation.
+ARTICLE XII
+INDEMNIFICATION
+12.1. Indemnity. The Organization may, to the fullest extent now or hereafter permitted
+by law, indemnify any person made, or threatened to be made, a party to an action or a
+proceeding by reason of the fact that he or his testator or intestate was a Director, Officer,
+employee or agent of the Organization, against judgments, fines, amounts paid in settlement and
+reasonable expenses, including attorney's fees.
+The Organization shall indemnify all present and former Officers and Directors against
+any liability and any necessary expenses actually incurred in connection with the defense of any
+action, suit or proceeding in which they, or any of them, are made parties or party by reason of
+being or having been Officers, except for willful misconduct in the performance of his or her
+duties. If an Officer incurs liability as a result of following the advice of legal counsel selected
+by the Board, that Officer shall likewise be indemnified.
+All persons, Organizations or other entities extending credit to, contracting with, or
+having any claim against the Organization may look only to the funds and property of the
+Organization for the payment of any such contract or claim, or for the payment of any debt,
+damages, judgment or decree, or of money that may otherwise become due or payable to them
+from the Organization.
+12.2. Settlements. As to any matter disposed of by settlement by any such person,
+pursuant to a consent decree or otherwise, no such indemnification either for the amount of such
+settlement or for any other expenses shall be provided unless such settlement shall be approved
+as in the best interests of the Organization, after notice that it involves such indemnification, (a)
+by vote of a disinterested majority of the whole Board then in office or (b) by vote of a majority
+of the whole Board then in office, but only if the Board shall have been furnished with an
+opinion of independent legal counsel to the effect that such settlement is in the best interests of
+the Organization and that such person appears to have acted in good faith in the reasonable belief
+that his action was in the best interests of the Organization.
@@ -559,12 +489,17 @@
-amounts paid to such person or on his or her behalf as indemnification in accordance
-with the preceding sentence if such person is subsequently adjudicated by a court of
-competent jurisdiction not to have acted in good faith in the reasonable belief that his or
-her action was in best interests of the Corporation.
-18.3 Employees and Agents. By the same procedures set forth in the preceding
-paragraphs, the Board of Directors may vote to extend indemnification provisions
-substantially similar to those rights and subject to those limitations described above to
-employees or agents of the Corporation who are not Officers or Directors or to persons
-serving at the Corporation's request as either employees or agents of another
-organization or in a capacity with respect to any employee benefit plan.
-18.4 Non-Waiver of Other Rights. The right or grant of indemnification hereby provided
-shall not be exclusive of or affect any other rights to which any Officer, Director,
+amounts paid to such person or on his behalf as indemnification in accordance with the
+preceding sentence if such person is subsequently adjudicated by a court of competent
+jurisdiction not to have acted in good faith in the reasonable belief that his or her action was in
+best interests of the Organization.
+12.3. Employees and Agents. By the same procedures set forth in the preceding
+paragraphs of Article XII, the Board may vote to extend indemnification provisions substantially
+similar to those rights and subject to those limitations described above to employees or agents of
+the Organization who are not Officers or Directors or to persons serving at the Organization's
+request as either employees or agents of another organization or in a capacity with respect to any
+employee benefit plan.
+
+11
+37168875_6
+
+^L
+12.4. Non-Waiver of Other Rights. The right or grant of indemnification hereby
+provided shall not be exclusive of or affect any other rights to which any Officer, Director,
@@ -572,13 +507,19 @@
-Article 19 Non-Discrimination
-The Corporation is committed to a policy of equal opportunity. The Corporation complies with
-applicable laws and regulations regarding employment and ensures that there will be no
-discrimination on the basis of race, color, religion, gender, sexual orientation, national origin,
-age, disability. ancestry or any other legally prohibited basis in its selection of Directors,
-Officers, employees or agents, applicants for employment, grant recipients or students. The
-Board of Directors and all Officers and employees are required to implement this policy.
-Article 20 Amendments to Bylaws
-These Bylaws may be amended by a 2/3 vote of the Voting Members, provided that the text of
-the proposed amendments shall have been sent to all Voting Members in accordance with
-proper Notice provisions, with the call for the meeting at least ten (10) days in advance of such
-meeting.
-Article 21 Miscellaneous Provisions
+ARTICLE XIII
+AMENDMENTS TO BYLAWS
+13.1. Amendments. These Bylaws may be amended by a two-thirds (2/3) vote of total
+votes casted by the Voting Members during the Voting Period, provided that the text of the
+proposed amendments shall have been sent to all Voting Members in accordance with proper
+Notice provisions, with the call for the meeting at least ten (10) days in advance of such meeting.
+13.2. Periodic Review of Bylaws. These Bylaws shall be reviewed periodically for the
+purpose of determining whether any amendments are necessary or appropriate in accordance
+with procedures established by the Board of Directors.
+ARTICLE XIV
+INSURANCE
+14.1. Insurance. By action of the Board, notwithstanding any interest of the Directors
+in such action, the Organization may purchase and maintain insurance, in such amounts as the
+Board may from time to time deem appropriate, on behalf of any person who is or was an
+Officer, Director, employee or other agent of the Organization or who is or was serving at the
+request of the Organization as an Officer, Director, employee or other agent of another
+organization, or with respect to any employee benefit plan, against any liability incurred by such
+person in any such capacity, or arising out of his status as such, whether or not the Organization
+would have the power to indemnify such person against such liability.
@@ -586,26 +527,2 @@
-^L21.1 Insurance. By action of the Board of Directors, notwithstanding any interest of the
-Directors in such action, the Corporation may purchase and maintain insurance, in such
-amounts as the Board of Directors may from time to time deem appropriate, on behalf of
-any person who is or was an Officer, Director, employee or other agent of the
-Corporation or who is or was serving at the request of the Corporation as an Officer,
-Director, employee or other agent of another organization, or with respect to any
-employee benefit plan, against any liability incurred by such person in any such capacity,
-or arising out of his or her status as such, whether or not the Corporation would have the
-power to indemnify such person against such liability.
-21.2 Waiver of Notice: Whenever any notice of time, place, purpose or any other matter,
-including any special notice or form of notice, is required or permitted to be given to any
-person by law or under the provisions of the Articles of Incorporation or Bylaws of this
-Corporation, or of a resolution of the Directors, a written waiver of notice signed by the
-person or person entitled to such notice, whether before or after the time required for
-such notice, shall be equivalent to the giving of such notice. The Secretary shall cause
-any such waiver to be filed with or entered upon the records of the Corporation or, in the
-case of a waiver of notice of a meeting, the records of the meeting.
-21.3 Definitions. As used herein, the terms "Officer," "Director," "employee" and "agent"
-include their respective executors, administrators and other legal representatives; an
-"interested" person is one against whom the action, suit or other proceeding on the
-same or similar grounds is then or had been pending or threatened; and a
-"disinterested" person is a person against whom no such action, suit or other proceeding
-is then or had been pending or threatened.
-21.4 Interpretation. Any reference in these Bylaws to any gender or number shall not,
-unless the context otherwise requires, affect the construction hereof and the same shall
-be interchangeable with any other gender or number, as the case may be.
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