Section 1.1. Name.
The name of the Society shall be The Thoreau Society, Inc.
Section 1.2. Purpose.
The purpose of the Society shall be to honor Henry David Thoreau by stimulating interest in and fostering education about his life, works, and philosophy and his place in his world and ours, by coordinating research on his life and writings, by acting as a repository for Thoreauviana and material relevant to Henry David Thoreau, and by advocating for the preservation of Thoreau country.
Section 2.1. Membership.
The membership of the Society shall be composed of persons or institutions interested in Henry David Thoreau who shall apply for membership and continue to pay annual dues or subscribe to a lifetime membership in the Society.
Section 2.2. Dues.
Dues of the Society shall be set from time to time by the Board of Directors (the "Board").
Section 3.1. Annual General Meeting.
The Annual General Meeting of the membership of the Society (the “Annual General Meeting”) shall be held each year in Concord, Massachusetts (unless the Board shall otherwise decide), on the Saturday nearest the birthday of Henry David Thoreau, the date, hour, and place of meeting to be determined by the Board and published in the Society's periodical.
Section 3.2. Special Meetings.
Special meetings of the membership may be called upon the petition of one hundred (100) members, or upon the recommendation of the Board, and may be held at such place as the President may determine within or without the Commonwealth of Massachusetts.
Section 3.3. Notice of Meetings.
A written notice of any annual or special meeting of the membership, stating the place, day, hour, and purposes thereof, and summarizing generally the business expected to be conducted at such meeting shall be given by the Clerk, or by a person designated by the Board, or by the person or persons calling such meeting, at least twenty-one (21) days before the date of the meeting by distribution to members in the manner set forth in Section 4.3 hereof. Whenever notice of a meeting is required to be given to a member under any provision of law, or of these by-laws, a written waiver thereof, executed before or after the meeting by such member, in person or by an attorney thereunto duly authorized, and filed with the records of the meeting, shall be deemed equivalent to such notice. The attendance of a member at any meeting shall constitute a waiver of notice of such meeting, except where a member attends a meeting for the express purpose of objecting to the transaction of any business because he or she alleges the meeting was not lawfully called or convened.
Section 3.4 Quorum.
At all meetings, a quorum shall consist of the members present in person, but in no event less than fifty (50).
Section 4.1. Committee on Nominations and Elections.
There shall be a Committee on Nominations and Elections, which shall consist of five (5) voting members, three (3) of whom shall be elected annually from and by the membership, and two (2) of whom shall be appointed annually by the Board. The President shall name the Chairman of the Committee from among these five (5), but the President shall not be a member of the Committee. The Executive Director of the Society, if any, shall serve as the non-voting staff support to the Committee. The Committee shall be independent of the Board in its operations.
Section 4.2. Manner of Voting.
Notwithstanding anything to the contrary in these by-laws, in order to permit members to participate in the affairs of the Society as widely as possible, members shall cast votes only by mail ballot, and all matters involving a vote by members, including but not limited to elections for directors and officers, modifications to these by-laws, and modifications to the Articles of Organization, shall be conducted only by mail ballot and in no other manner. A majority of the votes properly cast by mail ballot upon any question shall decide the question unless the matter is one which, by express provision of law or of these by-laws, requires a vote other than majority vote, in which case the proportion required by such express provision shall govern.
Section 4.3. Manner of Distribution of Information and Ballots to Members.
All calls for nominations, ballots, and other information regarding nominations and elections required to be distributed to members shall be mailed or published in one of the Society's publications, and the terms “distributed to members” and “distribution to members” as used in these by-laws shall mean mailed or published in one of the Society's publications. The words “mail” and “mailed” shall mean mailed by any form of mail (which may include bulk mail) or delivered.
Section 4.4. Requirements for Nomination.
All candidates must be members of the Society in good standing. Each candidate shall agree to assume the responsibilities of the position he or she seeks, including participation at all meetings and such other activities as are appropriate for Board members and officers, including fund-raising. A brief biography, a written expression of willingness to serve, a statement of qualifications, and a personal statement of the candidate's vision for the future of the Society (collectively, the “Candidate Statements”) shall be supplied by each candidate not later than the Nomination Date (as defined in Section 4.5 hereof). If the Candidate Statements for any candidate are not received by the Committee by the Nomination Date, the name of that candidate shall not appear on the ballot. Candidate Statements shall be distributed to members with the ballot. Any response to a call for nominations which has not been received at least ten (10) days prior to the Nomination Date shall be deemed invalid and disregarded.
Section 4.5. Nominations; Nomination Date.
After the Board fixes the number of Directors as set forth in Section 5.2 the Committee on Nominations and Elections shall issue a call for nominations for persons to serve (i) as Board members, (ii) as Officers, and (iii) on the next year’s Committee on Nominations and Elections. Such call shall be distributed to members at least ninety (90) days prior to the Nomination Date. The Committee on Nominations and Elections shall prepare a slate of candidates, which shall consist of one person for each seat available on the Board, for each office, and on the next year’s Committee on Nominations and Elections. Such slate shall be completed in writing by the Nomination Date, which date shall be set by the Board but which shall be at least sixty (60) days prior to the Ballot Date. If the Board does not set the Nomination Date, the Nomination Date shall be the date which is sixty (60) days prior to the Ballot Date.
Section 4.6. Ballots; Record Date.
Ballots shall be distributed to each member at his or her address as recorded on the books of the Society as of the Record Date, which shall be set by the Board but which shall be not later than the date on which the ballots are distributed to members. If the Board does not set the Record Date, the Record Date shall be the date on which the ballots are distributed. The Ballot shall contain the slate selected by the Committee on Nominations and Elections, along with each candidate's Candidate Statements, and shall contain at least one open line for each position for a write-in vote.
Section 4.7. Voting; Ballot Date.
Members shall elect the Directors and Officers and three (3) members of the Committee on Nominations and Elections by ballot mailed or delivered to the principal office of the Society (or such other place as the Board shall specify) by the Ballot Date, which shall be set by the Board, but which shall be not less than twenty-one (21) days after the ballots have been distributed to members. If the Board does not set the Ballot Date, the Ballot Date shall be the twenty-first (21st) day after the ballots have been distributed to members . The Committee on Nominations and Elections and the Board shall take care to conduct the election process in accordance with the procedures set forth in this Article IV so that the results of the election can be announced at the Society's Annual General Meeting. Voting shall be conducted only by mail ballot as set forth in Subsection 4.3. Ballots which have not been received by the Society on or prior to the Ballot Date shall be deemed invalid, and shall be disregarded. A plurality of the votes cast for any person shall elect that person to the Board. If the number of candidates exceeds the number of Directors fixed by the Board (as the result of write-in ballots), then those nominees receiving the fewest votes shall be dropped until the number of Directors elected is equal to the number fixed by the Board.
Section 4.8. Number of Votes.
Each member shall have one (1) vote, except that if two (2) or more persons join under a family membership then offered by the Society, each of two (2) persons (but in no event more than two (2) persons) designated as a member of such family for purposes of such family membership shall have one (1) vote. Except as set forth in the preceding sentence with respect to family memberships, no membership designation shall permit more than one (1) vote per member or membership. Only members who are natural persons shall be permitted to vote; institutional members shall not be entitled to vote.
Section 5.1. Powers.
The Board shall have the general management and control of all the property, affairs, and funds of the Society and shall exercise all the powers of the Society except such as are expressly reserved to the membership by law, or by these by-laws. All officers and agents of the Society shall act under the direction of the Board. No delegation of authority by the Board to any officer, agent, employee or committee shall preclude the Board from exercising its authority hereunder, and the Board may rescind any such delegation of authority at any time.
Section 5.2. Number, Tenure and Qualifications.
The number of Directors on the Board shall be not less than ten (10) nor more than twenty (20). The number of Directors shall be fixed from time to time by the Board and the number so fixed shall comprise the entire Board. Each Director shall hold office until his or her successor shall have been duly elected and shall have qualified or until his or her death or until he or she shall resign. Directors need not be residents of the Commonwealth of Massachusetts.
Section 5.3. Election and Tenure; Staggered Terms
The terms of members of the Board shall be staggered. Should terms become synchronized, the Board shall initiate action to re-establish staggered terms by varying the lengths of terms in a given election as necessary.
Section 5.4. Term of Office.
The term of office of a Director shall begin at the commencement of the first Board meeting (the term “meeting” shall include any meeting conducted pursuant to Sections 7.1, 7.2, 7.3, 7.8, or 7.9 hereof) following his or her election, and his or her term shall end on the day on which the term of his or her successor begins. The term of office of a Director shall be three (3) years. No Director shall be elected to serve for more than two (2) successive terms, but fractional terms shall not be counted in applying the foregoing limitation. Once a Director has ceased to serve on the Board for a period of twelve (12) consecutive months, he or she shall be eligible for re-election. A person elected as President, a Vice-President, Treasurer, an Assistant Treasurer, Clerk or an Assistant Clerk shall, ipso facto, be deemed to be elected to the Board for a term co-terminus with his or her term as such officer, and during his or her term as Director, the term limits set forth in this section shall not apply to him or her. The past president shall, by virtue of his or her status as past president, be a member of the Board for a one (1) year term next following the expiration of his or her term of office as president, and he or she may thereafter be elected to the Board in the same manner as any other person.
Section 5.5. Vacancies.
In the case of any vacancy on the Board through death, resignation, disqualification or other cause, the remaining Directors by an affirmative vote of a majority thereof may elect a successor to hold office until the next election and qualification of a successor. A Director so elected to fill such vacancy by the Board shall hold office only until the next election, at which time a successor shall be elected to fill such vacancy for the remainder of the unexpired term, if any.
Section 5.6. Removal.
Members of the Board may be removed by action initiated by the Board itself or by the membership at large. In order for the Board to initiate removal proceedings, a written cause for the action shall be presented. A vote of two-thirds (2/3) of all Directors then in office shall be required. After notice and an opportunity to be heard as set forth in Article XV, a Director may be removed only for cause by a vote of (i) at least two‑thirds (2/3) of all Directors then in office, or (ii) mail ballot of at least two-thirds (2/3) of the votes of members voting, but in no event shall the number of members voting for removal be less than one hundred (100) members. Such action, if by the Directors, shall be taken at a regular meeting of the Board or at a special meeting called for such purpose, and the proposed removal shall be set forth in the notice of any such regular or special meeting, sent at least ten (10) days prior thereto. The removal process may be initiated by the membership at large by the submission of a written petition _(setting forth the cause for the action)_ that contains the original signatures of fifty members (excluding institutional members). Each signature shall be attached to the original or exact copy of the petition. Such action, if by the members, shall be taken only by mail ballot and the proposed removal shall be set forth in the distribution of ballots to members at least twenty-one (21) days prior to the date established by the Board of Directors as the due date for ballots to be returned to the Society's office.
Section 5.7. Compensation.
Directors shall not be compensated for their services as Directors, provided that nothing herein contained shall be construed to preclude any Director from serving the Society in any other capacity and receiving reasonable compensation therefor. With the authorization of the Board, Directors may be reimbursed for out-of-pocket expenses incurred by them on behalf of the Society.
Section 6.1. Composition.
There shall be an Honorary Board of Directors which shall be composed of natural persons who have made significant contributions to Thoreau scholarship, or have stimulated interest in his life, works or philosophy, or have who have otherwise served the Society.
Section 6.2. Election and Tenure.
Honorary Directors shall be nominated by the Committee on Nominations and Elections, who shall state in a writing distributed to the members the reasons for such nominations. Members shall vote for Honorary Directors, if any are nominated, by mail ballot at the time of Board elections. Those nominees receiving a majority of the votes cast shall be declared duly elected. The term of office of any Honorary Director shall continue as long as the Honorary Director shall maintain an interest in the purposes and work of the Society and shall convey that interest to the Society, or until his or her death or resignation. The names of all members of the Honorary Board shall be perpetually maintained in a book kept for that purpose at the principal office of the Society, and the names of all members of the Honorary Board, past and present, shall be kept on a plaque erected at the principal office of the Society. Members of the Honorary Board shall be entitled to receive minutes of the meetings of the Board, but shall not vote as Directors.
Section 7.1. Annual Meeting.
The July meeting of the Directors of the Society shall be held in Concord, Massachusetts (unless the Board shall otherwise decide) within five (5) days of the Annual General Meeting of the membership, the date, hour, and place of meeting to be determined by the Board.
Section 7.2. Regular Meetings.
Regular meetings of the Board may be held at such time and at such places within or without the Commonwealth of Massachusetts as may from time to time be determined by resolution of the Board, which resolution may authorize the President to fix the specific date and place of each of such regular meetings, in which case notice of the time and place of such regular meetings shall be given in the manner herein provided.
There shall be not less than six (6) meetings of the Board each year, including the annual meeting, of which not more than four (4) meetings shall be conducted in accordance with Sections 7.8 and/or 7.9 of these by-laws.
Section 7.3. Special Meetings.
Special meetings of the Directors may be called by the President, and shall be called by the President or Clerk at the direction of not less than two Directors then in office, or as may otherwise be provided by law. Such meetings shall be held at any place within or without the Commonwealth of Massachusetts. Any request for such meeting shall state the purpose or purposes of the proposed meeting.
Section 7.4. Notice.
Notice of the regular annual meeting and any special meeting of the Board shall be given at least ten (10) days previous thereto by written notice to each Director at his or her address as shown by the records of the Society. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. Notice of the regular annual meeting or any special meeting of the Board may be waived in a writing signed by the person or persons entitled to the notice either before or after the time of the 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 he or she alleges the meeting was not 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 by these by-laws.
Section 7.5. Quorum.
One-third (1/3) of the Directors then in office shall constitute a quorum for the transaction of business, and the action of a majority of the Directors present at a meeting at which a quorum is present shall be the action of the Board, except as action by a majority of the Directors then in office may be specifically required by statute or other sections of these by-laws.
Section 7.6. Conduct of Meetings.
Meetings of the Directors shall be presided over by the President. The Clerk or an Assistant Clerk of the Society or, in their absence, a person chosen at the meeting shall act as Clerk of the meeting.
Section 7.7. Action by Unanimous Written Consent.
If and when all of the Directors shall severally or collectively consent in writing to any action to be taken by the Society either before or after the action is taken, such action shall be as valid a corporate action as though it had been authorized at a meeting of the Directors and the written consent shall be filed with the minutes of the proceedings of the Board.
Section 7.8. Telephonic Conferences.
Members of the Board (or a committee appointed thereby) may participate in a meeting of Directors by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, if all participants are advised of the communications equipment, and the names of the participants in the conference are divulged to all participants. Participation in a meeting pursuant to this Section 7.8 constitutes presence in person at the meeting.
Section 7.9. Electronic Mail Conferences.
If permitted by Massachusetts law, members of the Board (or a committee appointed thereby) may participate in a meeting of Directors by means of electronic mail or similar means of technology by which all persons participating in the meeting can communicate with each other, and such communication need not be simultaneous. Participation in a meeting pursuant to this Section 7.9 constitutes presence in person at the meeting. In the event that the provisions of this Section 7.9 shall be held invalid by any court of competent jurisdiction, the remainder of these by-laws shall not be thereby deemed to be invalid, and the action taken at any meeting conducted pursuant to this Section 7.9 may be submitted in writing to the Board for their action.
Section 7.10. General Powers as to Negotiable Paper.
The Board shall, from time to time, prescribe the manner of signature or endorsement of checks, drafts, notes, acceptances, bills of exchange, obligations and other negotiable paper or other instruments for the payment of money and designate the officer or officers, and/or agent or agents, who shall from time to time be authorized to make, sign or endorse the same on behalf of the Society.
Section 7.11. Powers as to Other Documents.
The Board may authorize any officer or officers, and/or agent or agents, to enter into any contract or execute or deliver any conveyance or other instrument in the name of the Society, and such authority may be general or confined to specific instances. When the execution of any contract, conveyance, or other instrument has been authorized by the Board without specification of the officers authorized to execute, the same may be executed on behalf of the Society by the President or any Vice President, and by the Clerk, an Assistant Clerk, the Treasurer, or an Assistant Treasurer.
Section 7.12 Contracts; Representations.
Whenever there shall be occasion for the Society to conduct negotiations, make contracts, or represent the Society before any outside body or group, such negotiations, contracts and representation shall be conducted only by one or more persons who have been expressly appointed in writing to do so by the Board or by the President. No member shall conduct any negotiations on behalf of the Society, purport to make contracts binding upon the Society or represent the Society to third parties unless expressly authorized in writing to do so by the Board or by the President.
Section 8.1. Officers.
The officers of the Society shall be a President, one or more Vice Presidents, a Clerk, a Treasurer, an Agent (if the Directors shall appoint one), and such Assistant Treasurers and Assistant Clerks, or other officers as may be elected or appointed in such manner as the Board may from time to time direct. Other offices may be created and officers appointed thereto by the Board. Officers whose authority and duties are not prescribed in these by-laws shall have the authority to perform the duties prescribed, from time to time, by the Board.
Section 8.2. Tenure.
The term of office of an officer shall begin at the commencement of the first Board meeting (the term “meeting” shall include any meeting conducted pursuant to Sections 7.1, 7.2, 7.3, 7.8 or 7.9 hereof) following his or her election, and his or her term shall end on the day on which his or her successor is elected. Officers shall hold office for two (2) years and until their successors are elected and qualified, unless they shall sooner die or resign. No person shall serve as President for more than three (3) successive two (2) year terms, but there shall be no term limits with respect to any other offices.
Section 8.3. Qualifications.
Only members of the Board shall be eligible to be elected President, Treasurer or Clerk. The Executive Director, or any employee with the duties of an Executive Director, if any, shall not be a member of the Board. Unless the Society shall have a duly appointed resident agent, the Clerk shall be a resident of the Commonwealth of Massachusetts. The same person may hold more than one office, except that the President shall not hold the office of either Treasurer or Clerk.
Section 8.4. Vacancies.
A vacancy in any office, however caused, may be filled by vote of the Directors at any meeting, such person to serve until the next election.
Section 8.5. Compensation.
No officer of the Society, except the Executive Director shall receive compensation for his or her service as such officer. With the authorization of the Board, officers may be reimbursed for out-of-pocket expenses incurred by them on behalf of the Society.
Section 8.6. Removal.
Members of the Board may be removed by action initiated by the Board itself or by the membership at large. In order for the Board to initiate removal proceedings, a written cause for the action shall be presented. A vote of two-thirds (2/3) of all Directors then in office shall be required. After notice and an opportunity to be heard as set forth in Article XV, an officer may be removed only for cause by vote of (i) at least two-thirds (2/3) of all Directors then in office, or (ii) mail ballot of at least two-thirds (2/3) of the votes of members voting, but in no event shall the members voting for removal be less than one hundred (100). Such action, if by the Directors, shall be taken at a regular meeting of the Board, or at a special meeting called for such purpose, and the proposed removal shall be set forth in the notice of any such regular or special meeting, sent at least ten (10) days prior thereto. The removal process may be initiated by the membership at large by the submission of a written petition (setting forth the cause for the action) that contains the original signatures of fifty members (excluding institutional members). Each signature shall be attached to the original or exact copy of the petition. Such action, if by the members, shall be taken only by mail ballot, and the proposed removal shall be set forth in the mailing of ballots to members or published in the Society's periodical at least twenty-one (21) days prior to the date established by the Board of Directors as the due date for ballots to be returned to the Society's office. Such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Section 8.7. President.
The President shall be the Chief Executive Officer of the Society. Subject to the direction and control of the Board, he or she shall be in charge of the business and affairs of the Society; he or she shall see that the resolutions and directives of the Board are carried into effect except in those instances in which responsibility is assigned to some other person by the Board; and, in general, he or she shall discharge all duties incident to the office of President and such other duties as may be prescribed by the Board. The President shall recommend policies for consideration by the Board and shall serve, or shall designate a representative to serve, ex-officio, on each committee of the Society. The term "ex-officio" as used in these by-laws shall mean "by reason of the office" and a person holding office or designated to serve ex-officio shall have full voting power and shall be counted in determining the presence of a quorum. The President, if present, shall preside at all meetings of the membership and the Board and, (i) as set forth in Section 4.1, and (ii) as provided by vote of the Board, shall appoint such standing and other committees not otherwise provided for herein as may be deemed advisable, shall appoint the chairmen thereof, and shall fill vacancies therein.
Section 8.8. Vice Presidents.
The Board may appoint one or more Vice Presidents. A Vice-President (in the order designated by the Board or, lacking such designation, by the President), shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties as the Board shall prescribe.
Section 8.9. Clerk.
The Clerk shall attend all meetings of the Board and record all votes and the minutes of all proceedings. He or she shall give, or cause to be given, notice of all meetings of the Directors for which notice may be required, and shall perform such other duties as may be prescribed by the Directors, under whose supervision he or she shall act.
Section 8.10. Treasurer.
The Treasurer shall have custody of the funds and securities of the Society and shall keep or cause to be kept full and accurate accounts of receipts and disbursements in books belonging to the Society and shall deposit all monies and other valuable effects in the name and to the credit of the Society in such depositories as may be designated by the Directors. He or she shall disburse the funds of the Society as may be ordered by the Directors, taking proper vouchers for such disbursements, and shall render to the President and Directors, at the regular meetings of the Directors, or whenever they may require it, an account of all his or her transactions as Treasurer of the Society. If required by the Directors, he or she shall give the Society a bond in such sum and with such surety or sureties as shall be satisfactory to the Directors for the faithful performance of the duties of his or her office and for the restoration to the Society (in case of his or her death, resignation, or removal from office) of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Society. All of the books of account kept or caused to be kept by the Treasurer shall be open at all times to the inspection of any Director or member. The Treasurer shall be responsible for the safekeeping of all investments and funds of the Society, which funds and investments shall be held in such depository or depositories as the Board shall select. The securities of the Society, or any of them, may be held in the name of a nominee if the Board approves of such method of registration, and the Treasurer shall not be liable for any loss arising from such registration. If the Board so determines, the Treasurer shall have power to sell and to endorse or assign for transfer any securities standing in the name of the Society and to authorize the sale or transfers of securities held in a name of a nominee.
Section 8.11. Agent.
The Board shall have the right, but not the obligation, to appoint an Agent, with such duties as the Board shall prescribe.
Section 8.13. Assistant Clerks and Assistant Treasurers.
The Assistant Clerks and the Assistant Treasurers (if elected) respectively (in the order designated by the Directors or, lacking such designation, by the President), in the absence of the Clerk or Treasurer, as the case may be, shall perform the duties and exercise the powers of the Clerk or Treasurer and shall perform such other duties as the Directors shall prescribe.
Section 9.1. Sponsors, Benefactors, Friends, Etc.
The Board may, at any time and from time to time, provide for classes of contributors to the Society as it shall deem appropriate and shall designate such classes as sponsors, benefactors, friends or otherwise. The Board, in its discretion, shall establish the requirements for initial and continuing membership in any classes of contributors and shall determine the rights and privileges which any class of contributors shall enjoy.
Section 10.1. Committees.
(a) The Committee on Nominations and Elections' membership and responsibilities shall be as set forth in Article IV hereof.
(b) There shall be a Standing Committee, a Collections Committee, a Publications Committee, a Membership and Development Committee, and an Annual Gathering Committee. The Standing Committee shall be responsible for monitoring and enforcing the Society's fifty (50) year lease of its collections to the ISIS Fund, Inc., deposited in the Thoreau Institute under the provisions of said lease, and overseeing (subject to the direction of the Board) the Society's collections in the Thoreau Institute and elsewhere. The Collections Committee shall assist the Standing Committee. The Publications Committee shall be responsible for the Society's Publications program. The Membership and Development Committee shall be responsible for the Society's fundraising and membership activities. The Annual Gathering Committee shall plan the Annual Gathering. The President shall appoint the committees enumerated in this Subsection (b). The Board shall set the policies to be followed, and may modify or veto any action taken by any committee enumerated in this Subsection (b). Members of the Standing Committee must be members of the Board; members of other committees enumerated in this Subsection (b) may, but need not, be members of the Board.
(c) There shall be such other committees and with such powers as may from time to time be determined by the President with the concurrence of the Board. Members of such committees may, but need not, be members of the Board.
Section 10.2. General Provisions Relating to Committees.
Each committee shall keep written minutes of its meetings which shall be current, dated, signed and delivered to the Clerk to be kept with the records of the Society. A committee may adopt such rules and regulations concerning the conduct of its affairs as it may from time to time determine to be desirable. Committees shall hold meetings at such times and places as they may determine. Notice of any regular meeting of a committee need not be given, but notice of any special meeting of a committee shall be given at least seven (7) days in advance in person, by telephone, or mail. A member of any committee shall for all purposes be deemed to have received due notice if present at such meeting or if such member in writing waives notice thereof before or after the meeting, in writing. At a committee meeting, a quorum shall be one-third (1/3) of the number of members of the committee. When a quorum is present at any meeting, the vote of a majority of the committee members present shall decide any questions brought before such meeting.
The Society shall, to the extent legally permissible, indemnify each person (and his or her heirs, executors, administrators, or other legal representatives) who is, or shall have been, a director or officer of the Society or any person who is serving, or shall have served, at the request of the Society as a director or officer of another corporation, against all liabilities and expenses (including judgments, fines, penalties and attorneys' fees and all amounts paid in compromise or settlement) reasonably incurred by any such director, officer or person in connection with, or arising out of, any action, suit or proceeding in which any such director, officer or person may be a party defendant or with which he or she may be threatened or otherwise involved, directly or indirectly, by reason of his or her being or having been a director or officer of the Society or such other corporation, except in relation to matters as to which any such director, officer or person shall be finally adjudged, other than by consent, in such action, suit or proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Society; provided, however, that indemnity shall not be made with respect to such amounts paid in compromise or settlement, unless:
(a) such compromise or settlement shall have been approved as in the best interests of the Society, after notice that it involves such indemnification by the Board by a majority of a quorum consisting of directors who were not parties to such action, suit or proceeding.
(b) in the absence of action by disinterested directors as above provided, there has been obtained at the request of a majority of the Board then in office written opinion of independent legal counsel to the effect that the director or officer to be indemnified appears to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Society.
Upon request therefor by any director, officer or person enumerated in the preceding paragraph of this Article XI, the Society may from time to time, if authorized by the Board, prior to final adjudication or compromise or settlement of the matter or matters as to which indemnification is claimed, advance to such director, officer or person all expenses incurred by him or her to the date of such request. Any advance made pursuant to this provision shall be made on the condition that the director, officer or person receiving such advance shall repay to the Society any amounts so advanced if, upon the termination of the matter or matters as to which such advances were made, such director, officer or person shall not be entitled to indemnification under the preceding paragraph of this Article XI.
The foregoing right to indemnification shall not be exclusive of any other rights to which any such director, officer or person is entitled under any agreement, vote of directors, statute, or as a matter of law, or otherwise.
The provisions of this Article XI are separable, and if any provision or portion hereof shall for any reason be held inapplicable, illegal or ineffective, this shall not prevent any other provision or portion hereof from applying, and shall not affect any right of indemnification existing otherwise than under this Article XI.
The Society 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 fiscal year of the Society shall be fixed by resolution of the Board.
Whenever any notice is required to be given under the provisions of the laws of the Commonwealth of Massachusetts or under the provisions of the Articles of Organization or the by-laws of the Society, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Whenever these by-laws require that an action be taken “after notice and an opportunity to be heard,” the following procedure shall be observed: the Board shall give written notice of the proposed action to the person affected by the proposed action and to all of the members of the Board. The notice shall include a statement of the proposed action and the date, time and place of the hearing. All hearings shall be conducted by at least a majority of the Board. At the hearing, the affected person shall have the right, personally or by a representative, to give testimony orally, in writing, or both, subject to reasonable rules of procedure established by the Directors to assure a prompt and orderly resolution of the issues. The affected person shall have the right to be represented by counsel. The affected person shall the right to question the Directors and any witnesses with respect to the subject matter of the hearing. If the hearing involves an alleged breach, by the affected person, of any of the provisions of the Articles of Organization, or these by-laws, the affected person shall be informed, with specificity, of the exact nature of the violation, and of the provision which he or she has allegedly violated, and the affected person shall have the right to question any witness to such alleged violation. The Directors need not comply with the strict legal rules of evidence observed by courts, but they shall consider only such evidence as reasonable persons customarily consider in making important decisions. Nothing herein shall be deemed to limit the right of the Board, the affected person, or any other person(s) affected to bring legal action with respect to the subject matter of any hearing, or any decision of the Board. The written notice required by this Article XV shall be sent at least ten (10) days prior to the hearing, or such longer time as may be specified in these by-laws which pertains to the subject matter of such hearing. The Board of Directors shall conduct a hearing, even if the subject matter thereof is the proposed removal of a Director or officer elected by the members. The Board shall distribute to the members, with the ballot specified in Sections 5.7 or 8.6, as the case may be, (i) the position for removal, (ii) a statement by the person whose removal is being sought, and (iii) a fair, accurate and unbiased summary of the hearing.
The power to alter, amend, or repeal the by-laws or adopt new by-laws shall be vested in the members. Such action shall be taken by two-thirds (2/3) vote of the members voting, conducted only by mail ballot, which shall be distributed to members with the annual spring election ballot, at least twenty-one days prior to the vote. The by-laws may contain any provisions for the regulation and management of the affairs of the Society not inconsistent with law or the Articles of Organization.
The bylaws may be changed by one of the following means.
The Board of Directors may on its own initiative submit to the membership motions to alter, amend, or repeal the by-laws or adopt new ones.
A member of the Society may send a written motion to the Board proposing to alter, amend, or repeal the by-laws. Such motions shall reach the board no later than 15 December. The Board shall consider all such motions and decide whether or not to forward them to the membership. The Board shall inform the member in writing of its action and the reasons for its action.
A member of the Society may submit to the Board a written motion to alter, amend, or repeal the by-laws with the original signatures of fifty members (excluding institutional members) accompanying the motion. Each signature shall be attached to the original or exact copy of the motion. Such a motion must be submitted by the Board to the members for a vote. All motions to alter, amend, or repeal the by-laws shall reach the Board no later than 15 December.
Any motion submitted to the membership shall be accompanied by no more than a one-page rationale from the proposer that defines the need for the change. The Board shall submit no more than a one-page opinion of the motion. Any changes to the by-laws take effect at the next Annual Gathering following the vote.
None of the funds, property or net earnings of the Society shall inure to the benefit of, or be distributed to, the Society’s members, trustees, officers, or other private persons, or be used or appropriated for purposes other than those set forth in the Society’s Articles of Organization or by-laws or otherwise than in accordance with the laws of the Commonwealth of Massachusetts, except that the Society shall be authorized and empowered to pay reasonable compensation for services rendered.
Notwithstanding any other provision of these by-laws, the Society shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
The Board is authorized to receive and accept in the name of the Society all money and property given to the Society in trust or otherwise, in accordance with the laws of the Commonwealth of Massachusetts.
Except as may be otherwise required or permitted by law, the Society may at any time authorize a petition for its dissolution to be filed with the Supreme Judicial Court of the Commonwealth of Massachusetts pursuant to Section 11A of Chapter 180 of the Massachusetts General Laws by the affirmative vote of a majority of the Directors of the Society then in office and two-thirds (2/3) of the members voting; provided, however, that in the event of any liquidation, dissolution, termination or winding up of the Society (whether voluntary, involuntary or by operation of law), the property and assets of the Society remaining after providing for the payment of its debts and obligations shall be conveyed, transferred, distributed, and set over outright to one or more educational, charitable or literary institutions or organizations created and organized for nonprofit purposes similar to those of the Society, contributions to which nonprofit institutions or organizations are deductible under Section 170(c) of the Internal Revenue Code and which qualify as exempt from income tax under Section 501(c)(3) of the Internal Revenue Code as such sections may, from time to time, be amended or added to or under successor sections thereto, as a majority of the total number of the Directors of the Society and two-thirds (2/3) of the members voting may by vote designate and in such proportions and in such manner as may be determined in such vote: provided, further, that the Society’s property may be applied to charitable, literary or educational purposes in accordance with the doctrine of cy pres in all respects as a court having jurisdiction in the premises may direct.
The Society may have a corporate seal, and such seal shall have inscribed thereon the name of the Society and the words "Corporate Seal, Massachusetts".
No officer or director shall be personally liable to the Society or its members for monetary damages for breach of fiduciary duty as an officer or director notwithstanding any provision of law imposing such liability; provided, however, that such limitation on liability will not eliminate or limit the liability of an officer or director (i) for any breach of the officer’s or director's duty of loyalty to the Society or its members, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which the officer or director derived an improper personal benefit. If Chapter 180 of the Massachusetts General Laws is amended after the effective date of these by-laws to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Society shall be eliminated or limited to the fullest extent permitted by Chapter 180 of the Massachusetts General Laws, as so amended.