NAME, PURPOSES, LOCATION, CORPORATE SEAL AND FISCAL YEAR
1.1 Name and Purposes. The name and purposes of the Corporation shall be as set forth in the Articles of Organization.
1.2 Location. The principal office of the Corporation in the Commonwealth of Massachusetts shall be located at 449 Broadway, Cambridge, MA 02138 on the date of the adoption of these By-laws. The directors may change the location of the principal office in the Commonwealth of Massachusetts effective upon filing a certificate with the Secretary of the Commonwealth.
1.3 Corporate Seal. The directors may adopt and alter the seal of the Corporation.
1.4 Fiscal Year. The fiscal year of the Corporation shall, unless otherwise decided by the directors, end on June in each year.
1.5 No Members. The corporation shall have no members. No person now or hereafter designated by the corporation as a “member” for any purpose shall be or be deemed to be a member for purposes of the articles of organization or by-laws of the corporation or for purposes of Massachusetts General Laws Chapter 180, as amended, or any other law, rule or regulation.
PATRONS, SUSTAINING, ASSOCIATES, AND CONTRIBUTING MEMBERS
The directors may designate certain persons or groups of persons as patrons or sustaining, associate, or contributing members in accordance with their contributions to the Corporation. Such persons shall serve in an honorary capacity and, except as the directors shall otherwise designate, shall in such capacity have no right to vote at any meeting, shall not be considered for purposes of establishing a quorum, and shall have no other rights or responsibilities.
BOARD OF DIRECTORS
3.1 Number and Election. The affairs and business of the Corporation shall be conducted by the directors who shall exercise all of the powers of the Corporation. The Corporation shall have a board of directors, whose number shall consist of not less than three (3) directors. At any meeting, the directors may increase the number of directors and elect new directors to complete the number so fixed; or it may decrease the number of directors, but only to eliminate vacancies existing by reason of the death, resignation, removal or disqualification of one or more directors. The library director of the Cambridge Public Library (the “Library Director”) shall serve, ex officio, as a non-voting member of the board of directors.
3.2 Term and Tenure. Except for the Library Director, each director shall hold office for a term of one (1) year and thereafter until his or her successor is elected and qualified, or until he or she sooner dies, resigns, is removed or becomes disqualified. The Library Director shall serve in an ex officio capacity.
3.3 Committees. The directors may elect or appoint one or more committees and may delegate to any such committee or committees any or all of their powers. Any committee to which the powers of the directors are delegated shall consist solely of directors. Unless the directors otherwise designate, each committee may make rules for the holding and conduct of its meetings, and the number of committee members required for a quorum, or to take action. The members of any committee shall remain in office at the pleasure of the directors.
3.4 Suspension or Removal. A director may be suspended or removed with or without cause by vote of the board of directors. A director may be removed with cause only after reasonable notice and opportunity to be heard.
3.5 Resignation. A director may resign by delivering his or her written resignation to the board of directors, the president, treasurer or clerk of the Corporation, to a meeting of the directors or to the Corporation at its principal office. Such resignation shall be effective upon receipt (unless specified to be effective at some other time) and acceptance thereof shall not be necessary to make it effective unless it so states.
3.6 Vacancies. Any vacancy in the board of directors may be filled by the directors. Each successor shall hold office for the unexpired term or until he or she sooner dies, resigns, is removed or becomes disqualified. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number.
3.7 Annual Meeting. An annual meeting of the board of directors to elect directors and officers shall be held each year in October, at a date and time as the president or directors shall determine. The annual meeting may be held at the principal office of the corporation or at such other place within the Commonwealth of Massachusetts as the president or directors shall determine. If an annual meeting is not held as herein provided, a special meeting of the directors may be held in place thereof with the same force and effect as the annual meeting, and in such case all references in these By-laws, except in this Section 3.7, to the annual meeting of the directors shall be deemed to refer to such special meeting. Any special meeting shall be called and notice shall be given as provided in Sections 3.9 and 3.10.
3.8 Regular Meetings. Regular meetings of the board of directors may be held without call or notice at such place and at such times as the board of directors may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors.
3.9 Special Meetings. Special meetings of the directors may be held at any time and at any place designated in the call of the meeting when called by the chairman of the board of directors (or if there be no such chairman, the president) or by two or more directors. Notice of special meetings shall be provided as set forth in Section 3.10.
3.10 Notice. (a) Regular Meetings. No call or notice shall be required for a regular meeting of directors, provided that reasonable notice (i) of the first regular meeting following the determination by the directors of the times and places for regular meetings shall be given to absent directors, (ii) specifying the purpose of a regular meeting shall be given to each director if either contracts or transactions of the Corporation with interested persons are to be considered at the meeting, and (iii) shall be given as otherwise required by law, the Articles of Organization or these By-laws.
(b) Special Meetings. Reasonable notice of the time and place of special meetings of the directors shall be given to each director. Such notice need not specify the purposes of a meeting, unless otherwise required by law, the Articles of Organization or these By-laws or unless there is to be considered at the meeting contracts or transactions of the Corporation with interested persons.
(c) Reasonable and Sufficient Notice. Except as otherwise expressly provided, it shall be reasonable and sufficient notice to a director to send notice by mail at least seventy-two hours, by electronic mail at least forty-eight hours, or by facsimile at least twenty-four hours, before the meeting addressed to him or her at his or her usual or last known business or residence address, or to give notice to him or her in person or by telephone at least twenty-four hours before the meeting. A notice of a meeting need not specify the purposes of the meeting unless otherwise required by law or the Articles of Organization.
(d) Waiver of Notice. Whenever notice of a meeting is required, such notice need not be given to any director if a written waiver of notice, executed by him or her (or his or her attorney thereunto authorized) before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her. A waiver of notice need not specify the purposes of the meeting unless such purposes were required to be specified in the notice of such meeting by law or the Articles of Organization.
3.11 Quorum. At any meeting of the directors a majority of the directors then in office shall constitute a quorum. Any meeting may be adjourned by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.
3.12 Action by Vote. When a quorum is present at any meeting, a majority of the directors present and voting shall decide any question, including election of officers, unless otherwise provided by law, the Articles of Organization, or these By-laws.
3.13 Action by Writing. Any action required or permitted to be taken at any meeting of the directors may be taken without a meeting if all the directors consent to the action in writing and the written consents are filed with the records of the meetings of the directors. Such consent shall be treated for all purposes as a vote at a meeting.
3.14 Presence Through Communications Equipment. Unless otherwise provided by law or the Articles of Organization, members of the board of directors may participate in a meeting of such board 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, and participation by such means shall constitute presence in person at a meeting.
3.15 Compensation. Directors shall serve without compensation for their services but may be reimbursed for expenses incurred on behalf of the Corporation.
OFFICERS AND AGENTS
4.1 Number and Qualification. The officers of the Corporation shall be a president, treasurer, clerk and such other officers, if any, as the directors may determine. The Corporation may also have such agents, if any, as the directors may appoint. An officer may but need not be a director. The clerk shall be a resident of Massachusetts unless the Corporation has a resident agent duly appointed for the purpose of service of process. If required by the directors, any officer shall give the Corporation bond for the faithful performance of his or her duties in such amount and with such surety or sureties as shall be satisfactory to the directors.
4.2 Election. The president, treasurer and clerk shall be elected annually by the directors. Other officers, if any, may be elected by the directors at any time.
4.3 Tenure. The president, treasurer and clerk shall each hold office until the annual meeting of the directors and until his or her successor is chosen and qualified, and each other officer shall hold office until the first meeting of the directors following the next annual meeting of the directors unless a shorter period shall have been specified by the terms of his or her election or appointment, or in each case until he or she sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his or her authority at the pleasure of the directors.
4.4 Chairman of the Board of Directors. If a chairman of the board of directors is elected, he or she shall preside at all meetings of the directors, except as the directors shall otherwise determine, and shall have such other powers and duties as may be determined by the directors.
4.5 President and Vice President. The president shall be the chief executive officer of the Corporation and, subject to the control of the directors, shall have general charge and supervision of the affairs of the Corporation. The president shall preside at all meetings of the directors, except as directors otherwise determine.
If one or more vice president(s) are elected, the vice president or vice presidents shall have such duties and powers as the directors shall determine. The vice president, or first vice president if there are more than one, shall have and may exercise all the powers and duties of the president during the absence of the president or in the event of his or her inability to act.
4.6 Treasurer. The treasurer shall be the chief financial officer and the chief accounting officer of the Corporation. He or she shall be in charge of its financial affairs, funds, securities and valuable papers and shall keep full and accurate records thereof. He or she shall have such other duties and powers as designated by the directors or the president. He or she shall be in charge of its books of accounts and accounting records and of its accounting procedures. He or she shall also prepare or oversee all reports and filings required by the Commonwealth of Massachusetts, the Internal Revenue Service and other governmental agencies.
4.7 Clerk. The clerk shall record and maintain records of all proceedings of the directors in a book or series of books kept for that purpose, which book or books shall be kept within the Commonwealth at the principal office of the Corporation or at the office of its clerk or of its resident agent and shall be open at all reasonable times to the inspection of any director. Such book or books shall also contain records of all meetings of incorporators and the original, or attested copies, of the Articles of Organization and By-laws and names of directors and the address of each. If the clerk is absent from any meeting of the directors, a temporary clerk chosen at the meeting shall exercise the duties of the clerk at the meeting.
4.8 Suspension or Removal. An officer may be suspended or removed with or without cause by vote of a majority of directors then in office at any special meeting called for such purpose or at any regular meeting. An officer may be removed with cause only after reasonable notice and opportunity to be heard.
4.9 Resignation. An officer may resign by delivering his or her written resignation to the president, treasurer or clerk of the Corporation, to a meeting of the directors, or to the Corporation at its principal office. Such resignation shall be effective upon receipt (unless specified to be effective at some other time), and acceptance thereof shall not be necessary to make it effective unless it so states.
4.10 Vacancies. If the office of any officer becomes vacant, the directors may elect a successor. Each such successor shall hold office for the unexpired term, and in the case of the president, treasurer and clerk until his or her successor is elected and qualified, or in each case until he or she sooner dies, resigns, is removed or becomes disqualified.
EXECUTION OF PAPERS
Except as the directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other obligations made, accepted or endorsed by the Corporation shall be signed by the president or by the treasurer or by the clerk.
INDEMNIFICATION OF THE DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS
6.1 Right to Indemnification. The Corporation shall indemnify and reimburse out of the corporate funds, any person (or the personal representative of any person) who at any time serves or shall have served as a director, officer, employee or other agent of the Corporation, or who serves or shall have served at its request as a member, director, officer, employee or other agent of another organization in which it has an interest, whether or not in office at the time, against and for any and all claims and liabilities to which he or she may be or become subject by reason of such service, and against and for any and all expenses necessarily incurred in connection with the defense or reasonable settlement of any legal or administrative proceeding to which he or she is made a party by reason of such service, except with respect to any matter as to which he or she shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Corporation or, to the extent that such matter relates to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan. In effecting such indemnity and reimbursement, the Corporation may enter into such agreements and direct the officers of the Corporation to make such payment or payments and take such other action (including employment of counsel to defend against such claims and liabilities) as may in its judgment be reasonably necessary or desirable. Such indemnifications or reimbursement shall not be deemed to exclude any other rights or privileges to which such person may be entitled.
6.2 Indemnification in Advance of Final Disposition of Action. Indemnification of the persons specified in Section 6.1 shall include payment by the Corporation of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the person indemnified to repay such payment if he or she shall be adjudicated to be not entitled to indemnification under this By-law or under Section 6 of Chapter 180 of the General Laws of Massachusetts as the same may be amended (“Chapter 180”) and upon receipt of a written affirmation of his or her good faith belief that he or she has met the relevant standard of conduct described in Section 7.1 of this Article and under Section 6 of Chapter 180.
6.3 Insurance. The Corporation shall have authority to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or other agent of the Corporation, or is or was serving at the request of the Corporation as a member, director, officer, employee or other agent of another organization in which it has an interest, against any liability incurred by it, him or her in any such capacity, or arising out of its, his or her status as such, whether or not the Corporation would have the power to indemnify it, him or her against such liability.
CONFLICTS OF INTEREST POLICY
7.1 Conflict of Interest. No contract or transaction between the Corporation and one or more of its directors, or between the Corporation and any other organization of which one or more of its directors are members, shareholders, directors, trustees or officers, or in which any of them has any financial or other interest, shall be void or voidable, or in any way affected, solely for this reason, or solely because the director is present or participates in the meeting of the directors, or of a committee thereof, which authorizes, approves or ratifies the contract or transaction, if:
(a) The material facts of his or her relationship or interest and as to the contract or transaction are disclosed or are known to the directors or the committee which authorizes, approves or ratifies the contract or transaction;
(b) The directors or the committee in good faith authorizes, approves or ratifies the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors are less than a quorum; provided, however, that where the potential conflict of interest at issue involves a contract or transaction with one or more non-profit organizations in which all of the directors of the Corporation also serve as directors, the contract or transaction shall be authorized, approved or ratified in good faith by the affirmative vote of a majority of the directors or committee members without an interest in the contract or transaction, other than their interests as directors of the other non-profit organization(s); and
(c) The contract or transaction is in the best interests of the Corporation as of the time it is authorized, approved or ratified by the directors or a committee thereof.
7.2 Participation of Interested Persons. Interested persons may be counted in determining the presence of a quorum at a meeting of the directors or of a committee thereof which authorizes, approves or ratifies the contract or transaction. However, the interested persons must withdraw from the discussion and voting of the interested contract or transaction in which they have an interest.
7.3 Annual Disclosure. Each director must provide the Board of Directors with an annual written disclosure of the following:
(i) the director’s business involvements with the Corporation; and
(ii) the director’s other board memberships, whether of for-profit or non-profit corporations.
Such annual written disclosure must be circulated to all of the directors of the Corporation and must be updated throughout the year, as necessary.
These By-laws may be altered, amended or repealed in whole or in part by vote of the directors, provided that no amendment may be adopted which is inconsistent with the Articles of Organization.