NORTHBOROUGH ARTS COUNCIL BYLAWS
SECTION I
GENERAL
a) NON-PROFIT STATUS. Notwithstanding anything else herein provided, the corporation is organized and shall be operated exclusively for educational, charitable or literary purposes, as said terms have been and shall be defined pursuant to sections 170(c) and 501(c)(3) of the Internal Revenue Code. The organization has not been formed for the making of any profit, or personal financial gain. The assets and income of the organization shall not be distributable to, or benefit the trustees, directors, or officers or other individuals. The assets and income shall only be used to promote corporate purposes as described below. Nothing contained herein, however, shall be deemed to prohibit the payment of reasonable compensation to employees and independent contractors for services provided for the benefit of the organization. This organization shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax. The organization shall not endorse, contribute to, work for, or otherwise support (or oppose) a candidate for public office.
b) EARNINGS. No part of the net earnings of the corporation shall inure to the benefit of, or be distributed to its members, directors, officers, private shareholders or individuals, except that the corporation shall be authorized and empowered to pay reasonable compensation for services actually rendered and to make payments and distributions in furtherance of the corporation's purposes set forth in Article Il of these Articles of Organization.
c) CORPORATE NAME. The corporation shall have perpetual succession in its corporate name.
d) CORPORATE SEAL. The organization shall have a corporate seal, which shall be affixed to all deeds, mortgages, and other instruments affecting or relating to real estate.
e) EXECUTION OF DOCUMENTS. The corporation may make, enter into or carry out various contracts and obligations deemed necessary to further the interests of the corporation. Except as otherwise provided bylaw, the Board of Directors or these Bylaws, the Chair, President or Treasurer shall sign for the Corporation all deeds, agreements and other formal instruments. Any combination of (2) Directors may sign such documents except Treasurer and Secretary together.
f) COMMUNICATION BY FACSIMILE, ELECTRONIC OR OTHER WRITTEN MEANS. Written notice or waiver of notice or other communication under these Bylaws may be given by facsimile, transmission, electronic mail, or other means of written communication.
g) CONFLICT OF INTEREST. The Directors and officers of the Corporation owe a fiduciary duty to the Corporation to act in good faith and in a manner that they reasonably believe to be in the Corporation’s best interests. This duty of loyalty requires the Corporation’s Directors and officers to exercise independent judgement on behalf of the Corporation, placing the Corporation’s best interests ahead of personal interests. In furtherance of this fiduciary responsibility the Corporation shall have and comply with a Conflict of Interest Policy, provided, that such policy shall require Directors, officers, and key employees to disclose any personal financial interest in a transaction being considered by the Corporation, and that unless the Board of Directors determines that such personal financial interest is immaterial, such Director, officer, or key employee shall recuse himself or herself from discussion and voting on the matter and shall not be counted for purposes of a quorum (where applicable); provided, further, that until such a policy is formally adopted by the Directors this provision shall serve, and herby does service, as the Conflict of Interest Policy of the Corporation. The Corporation’s Conflict of Interest Policy may, for purposes of consideration by independent Directors of matter with respect to which a potential conflict of interest is present, vary the quorum and voting requirements specified in these Bylaws.
h) RECEIPTS AND DISBURSEMENT OF FUNDS. The Board of Directors may designate such other officer or officers who in addition to or instead of the President or Treasurer shall be authorized to receive and receipt for all monies due and payable to the Corporation from any source whatsoever, to endorse for deposit checks, drafts, notes, or other negotiable instruments, and to give full discharges and receipts therefor. Funds of the Corporation may be deposited in such bank or banks as the President to the Board of Directors may from time to time designate or with such other corporations, firms, or individuals as the Board of Directors may from time to time designate.
i) RECEIVE CONTRIBUTIONS. The corporation may solicit and receive contributions from any and all sources and may receive and hold, in trust or otherwise, funds received by gift or bequest.
j) MAKE DONATIONS. The corporation may make donations in such amounts as the members or directors shall determine, irrespective of corporate benefit, for the public welfare or for community fund, hospital, charitable, religious, educational, scientific, civic, or similar purposes, and in time of war or other national emergency in aid thereof; provided that the corporation is entitled to exemption from federal income tax under Section 501 (c) (3) of the Internal Revenue Code.
SECTION II
AMENDMENT TO BYLAWS
The bylaws may be amended, altered, or repealed in whole or in part through a meeting of the Board of Directors and affirmed by two-thirds of its members, provided that written notice shall have been previously submitted to all members five (5) days prior to the date of the meeting.
SECTION III
MEETINGS
a) ANNUAL MEETING. An annual meeting shall be held once each calendar year for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting. The annual meeting shall be held at the time and place designated by the Board of Directors from time to time.
b) SPECIAL MEETINGS. Special meetings maybe be requested by the President or the Board of Directors. A special meeting of members is not required to be held at a geographic location if the meeting is held by means of the internet of other electronic communications technology in a manner pursuant to which the members have the opportunity to read or hear the proceedings substantially concurrent with the occurrence of the proceedings, note on matters submitted to the members, pose questions, and make comments.
c) NOTICE. Written notice of all meetings shall be provided under this section or as otherwise required by law. The Notice shall state the place, date, and hour of meeting, and if for a special meeting, the purpose of the meeting. Such notice shall be sent at least 48 hours prior to the meeting. Such notice shall be deemed effective when a) deposited in ordinary U.S. mail, properly addressed, with postage prepaid to the Directors’ address shown on the Corporate books; b) by telegram, fax, email, or other means of communication; c) by providing such notice in person or by telephone. However, except as otherwise required by law, the Articles of Organization or these Bylaws, separate notice of regular meetings, if fixed in advance or occurring on a regular schedule agreed upon in advance by the Board of Directors, is not required, provided that all Directors have notice of such fixed or scheduled date, time and place.
d) PLACE OF MEETING. Meetings shall be held at the organization's principal place of business unless otherwise stated in the notice. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during this meeting. A director participating in a meeting by this means shall be deemed to be present in person at the meeting.
e) QUORUM AND VOTING. A majority (2/3rd) of the Directors and Directors-at-Large shall constitute a quorum at a meeting. In the absence of a quorum, a majority of the directors may adjourn the meeting to another time without further notice. If a quorum is represented at an adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally scheduled. The directors present at a meeting represented by a quorum may continue to transact business until adjournment, even if the withdrawal of some director’s results in representation of less than a quorum. A Director who attends the meeting but is disqualified from participation because of a conflict of interest shall be counted as present for purposes of the quorum but not for voting purposes. An abstention shall be counted as a vote. Each member of the corporation shall have one equal vote. Votes shall be taken by verbal acknowledgement. A simple majority vote of the Board of Directors and Directors-at-Large shall be sufficient to pass or defeat a proposed motion.
f) PROGRAM APPROVAL. All programming and program funding require majority vote of the Board.
g) (INFORMAL) ACTION WITHOUT A MEETING. Any action required to be taken, or which may be taken, at a meeting, may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, is signed by the directors with respect to the subject matter of the vote. Consent may be given by facsimile, transmission, electronic mail, or other means of written communication. Such consents shall be treated for all purposes as a vote at a meeting.
h) TELEPHONIC PARTICIPATION IN MEETINGS. Members of the Board of Directors or any committee designated by the Board of Directors or these Bylaws may participate in a meeting of the Board of Directors or such committee by means of which all persons participating in the meeting can hear each other at the same time and participating by such means shall constitute presence in person at a meeting.
i) WAIVER OF NOTICE. Whenever any written notice is required to be given by these Bylaws, a waiver of notice given either before or after the action for which notice is required shall have the effect of written notice. Attendance by a Director at a meeting without protest as to notice shall have the effect of waiver of notice.
SECTION IV
BOARD of DIRECTORS
a) ELECTION. The corporation may elect or appoint directors, officers, employees and other agents, and define their duties and obligations.
b) COMPENSATION. No Director shall receive compensation for serving as such. Directors may be reimbursed for reasonable expenses incurred in connection with the affairs of the Corporation including attendance at meetings.
c) NUMBER OF DIRECTORS. The organization shall be managed by a Board of Directors consisting of 4 director(s). The officers of the organization shall be a President, Vice-President, a Treasurer, a Secretary, and such other officers or Directors-at-Large as the Board of Directors may from time to time appoint. A person may simultaneously hold more than one office in the Corporation, except the President may not serve concurrently as a Vice President or Treasurer.
d) NCC LIMITS. Members of the board may serve on both the Northborough Cultural Council (a local council of the Massachusetts Cultural Council) and the Northborough Arts Council, but more than 50% of the board may not be made up of current members from the Northborough Cultural Council.
e) ELECTION AND TERM OF OFFICE. The first Board of Directors shall be those persons listed as having the powers of Directors in the Articles or Organization, and thereafter Directors shall be elected by the Board of Directors. Each Director shall serve a maximum of 3 consecutive terms with each term being 2 years, except that the first Board shall be elected to staggered terms so that, as nearly as possible, one-third of the Directors shall be elected each year. Each Director shall hold office until his or her successor is duly elected and qualified (unless the Board of Directors eliminates this Director position), or until he or she sooner resigns, is removed, becomes disqualified, or dies. The Board of Directors may elect new Directors to fill any vacancy at any meeting, including a vacancy caused by an increase in the number of Directors serving on the Board. Each role of the Board of Directors will be reaffirmed every 2 years through a confidence vote.
f) APPROVAL OF EXPENDITURES. All expenditures <$500 require approval of the President without bringing to the Board for approval. Expenditures >$500 shall be approved by a majority of the Board.
g) RESIGNATION. Any Director may resign at any time by giving written notice of such resignation to the President, the Clerk or Board of Directors. Such resignation shall be effective at the time specified therein, or if no time is specified, upon receipt.
h) SUSPENSION, REMOVAL OR VACANCIES. The Board of Directors shall have the power to remove an officer or agent of the organization with or without cause by affirmative vote of a majority of the Directors then in office at any meeting of the Board. Such suspension or removal shall be without prejudice to contract rights, if any, of the person so suspended or removed. Any vacancy that occurs for any reason may be filled by the Board of Directors. Election or appointment as an officer shall not of itself create contract rights.
i) COMMITTEES. To the extent permitted by law, the Board of Directors may appoint from its members a committee or committees, temporary or permanent, and designate the duties, powers and authorities of such committees. All committees shall serve at the pleasure of the Board of Directors. No committee member other than a Director may exercise a power that may not be delegated to a non-Director. Except as the Directors may otherwise determine, any such committee may make rules for the conduct of its business, but unless otherwise provided by the Directors or such rules, its business shall be conducted as nearly as may be in the same manner as is provided in these Bylaws for the conduct of business by the Directors, including the taking of minutes and requirements for establishing quorum and voting. Any action taken by any committee shall be reported to the Board of Directors no later than the date of the Directors next following the date of such action.
SECTION V
OFFICERS
a) COMPENSATION. The officers (such as Directors-at-Large) may receive such compensation as the Board of Directors may determine. No officer shall be prevented from receiving compensation by reason of the fact that he or she is also a Director.
b) NUMBER OF OFFICERS. The officers of the Corporation shall be a President, Vice-President, a Treasurer, a Secretary, and such other officers or Directors-at-Large as the Board of Directors may from time to time appoint. A person may simultaneously hold more than one office in the Corporation, except the President may not serve concurrently as a Vice President or Treasurer.
President. The President shall, except as otherwise specified by the Board of Directors or these Bylaws, have the powers and duties incident to the office of President, including the administration of the Corporation’s affairs, and such other responsibilities and powers as designated by the Board of Directors. The President shall preside at all meetings of the Board of Directors and its Executive Committee, if such a committee is created by the Board, at which he or she is present. The President, or a designated board member, shall preside at all meetings of the Board of Directors or general membership. The President, or a designated board member, shall create the agenda for these meetings. He or she is also responsible for communicating with the Northborough Cultural Council, the Town and other organizations and entities as needed on behalf of the corporation’s purpose.
Vice President. The Vice President shall, except as otherwise specified by the Board of Directors or these Bylaws, have the powers and duties incident to the office of Vice President, and such other responsibilities and powers as designated by the Board of Directors. The Vice President shall perform the duties of the President in the absence or inability of the President to act, and shall assist that office in the discharge of its leadership duties.
Secretary. The Secretary shall, except as otherwise specified by the Board of Directors or these Bylaws, have the powers and duties incident to the office of Secretary, and such other responsibilities and powers as designated by the Board of Directors. The Secretary shall give notice of all meetings of the Board of Directors and Executive Committee, shall keep an accurate list of the directors, and shall have the authority to certify any records, or copies of records, as the official records of the organization. The Secretary shall obtain the agenda from the President and distributing it to the membership prior to each meeting; maintain the minutes of the Board of Directors' meetings; record attendance, prepare and distribute said minutes. If the Secretary is absent from any meeting, a temporary Secretary chosen at the meeting shall exercise the duties of the Secretary at such meeting. The Secretary will also file the annual report to the State of MA.
Treasurer. The Treasurer shall, except as otherwise specified by the Board of Directors or these Bylaws, have the powers and duties incident to the office of Treasurer, and such other responsibilities and powers as designated by the Board of Directors. The Treasurer shall be responsible for conducting the financial affairs of the organization as directed and authorized by the Board of Directors and Executive Committee, if any, and shall make reports of corporate finances as required, but no less often than at each meeting of the Board of Directors and Executive Committee. The Treasurer shall be responsible for the safe custody of all funds, securities, and valuable documents of the corporation, except as the Board of Directors may otherwise provide. With the advice and consent of the Board of Directors, he or she shall have power to invest and reinvest surplus funds. Their duties also include all banking, bookkeeping and reporting functions.
i. Banking – The Treasurer shall receive all income including checks, currency and where feasible, electronic transactions.
ii. Bookkeeping – The Treasurer is responsible for verifying funds, preparing and making bank deposits, disbursing funds for approved expenditures. He or she shall maintain detailed records of all funds received and disbursed.
iii. Reporting – The Treasurer shall prepare reports for presentation at the Board of Directors meeting on a monthly basis or as needed. He or she shall contact the accountant and prepare and deliver all reports needed for the end of the year filing of tax information and tax-exempt status filing. After the tax documents have been prepared, the Treasurer will collect the signatures needed and mail/file the annual return (Form 990) to the IRS.
c) ELECTION AND TERM OF OFFICE. Each Director or Director-at-Large shall serve a maximum of 3 consecutive terms with each term being 2 years, except that the first Board shall be elected to staggered terms so that, as nearly as possible, one-third of the Directors shall be elected each year. Each Director shall hold office until his or her successor is duly elected and qualified (unless the Board of Directors eliminates this Director position), or until he or she sooner resigns, is removed, becomes disqualified, or dies. The Board of Directors may elect new Directors to fill any vacancy at any meeting, including a vacancy caused by an increase in the number of Directors serving on the Board. Each role of the Board of Directors will be reaffirmed every 2 years through a confidence majority vote no later than one week prior to expiration.
d) RESIGNATION. Any officer may resign at any time by giving written notice of such resignation to the President or the Clerk. Such resignation shall be effective at the time specified therein, or if no time is specified, upon receipt by the officer to whom it is given.
e) SUSPENSION, REMOVAL OR VACANCY. A Director may be subject to removal, with cause, by affirmative note of a majority of the Directors then in office at any meeting of the Board provided that such Director is given at least seven days’ notice of the proposed suspension or removal and reasons therefor, and an opportunity to be heard at the meeting, and that notice of the proposed suspension or removal is given in the notice of meeting. Any vacancy that occurs on the Board of Directors, whether by death, resignation, removal or any other cause, may be filled by the remaining directors. A director elected to fill a vacancy shall serve the remaining term of his or her predecessor, or until a successor has been elected and qualified.
SECTION VI
INDEMNIFICATION
a) LIABILITY. No officer or director of the corporation shall be personally liable to the corporation or its members for monetary damages for breach of fiduciary duty as such officer or director, notwithstanding any provision of law imposing such liability, except to the extent that such exemption from liability is not permitted under Massachusetts General Laws, Chapter 180, by law as it now exists or may subsequently be amended (but, in the case of any such amendment, only to the extent that such amendment permits the organization to provide broader indemnification rights). However, to the extent required by applicable law, this provision shall not eliminate the liability of a Director,
i. for any breach of the director's duty of loyalty to the Corporation or its stockholders
ii. for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; and
iii. for any transaction from which the director derived an improper personal benefit.
b) INDEMNIFICATION. The corporation shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as a director, officer, trustee, member, employee (collectively referred to as the “Indemnified Person”) or Agent (defined as heirs, executors and administrators) of the corporation against all expenses and liabilities, including, without limitation, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigatory, in which he or she may become involved by reason of his or her service in such capacity. Such expenses and liabilities shall include, but not be limited to, judgements, fines, penalties, court costs and attorney’s fees and the cost of reasonable settlements.
Indemnification may include payment of reasonable expenses 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 Indemnified Person or Agent to repay such payment if the Indemnified Person or Agent shall be adjudicated to be not entitled to indemnification hereunder which undertaking may be accepted regardless of the financial ability of the Indemnified Person or Agent to make repayment.
In the event that a settlement or compromise of such action, suit or proceeding is effected, indemnification may be had, but only if such settlement or compromise and such indemnification are approved:
i. by a majority vote of a quorum consisting of disinterested Directors;
ii. if such a quorum cannot be obtained, then by a majority vote of a committee of the Board of Directors consisting of all the disinterested Directors;
iii. if there are not two or more disinterested Directors in office, then by a majority of the Directors then in office, provided they have obtained a written finding by special independent legal counsel appointed by a majority of the Directors to the effect that, based upon a reasonable investigation of the relevant facts as described in such opinion, the person the be indemnified appears to have acted in good faith in the reasonable believe that his or her actin 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 interests of the participants or beneficiaries of such employee benefit plan); or
iv. by a court of competent jurisdiction.
The foregoing right of indemnification shall not be exclusive of other rights to which any Indemnified Person or Agent may be entitled as a matter of law. The Corporation’s obligation to provide indemnification under these Bylaws shall be offset to the extent of any other source of indemnification or any otherwise applicable insurance coverage maintained by the Corporation or any other person.
However, no such indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the corporation; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding.
c) NO REPEAL. This Article constitutes a contract between the corporation and the indemnified officers, directors, and employees. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer, director, or employee under this Article shall apply to such officer, director, or employee with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.
d) LIMITED CLAIM. Any persons, corporations or other entities having any claim against the Corporation may look only to the funds and property of the NAC for payment of any such claim, or for the payment of any debt, damages, judgement or decree, or any money that may otherwise become due or payable to them from the Corporation.
SECTION VII
BENEFACTORS
The Board of Directors may, from time to time, designate certain persons or groups of persons as benefactors, sponsors, advisors, or friends of the Corporation or such other title as it deems appropriate. Such persons in such capacity shall 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 duties with respect to the Corporation other than as designated by the Board of Directors.
SECTION VIII
DISSOLUTION
Except as may be otherwise required by law, the corporation may at any time authorize a petition for its dissolution to be filed with the Supreme Judicial Court of the Commonwealth of Massachusetts General Laws by the affirmative vote of a majority (2/3) of the directors of the corporation then in office at a special meeting called for that purpose.
In the event of the dissolution, liquidation, termination, or winding up of the corporation (whether voluntary, involuntary or by operation of law), the assets shall be applied and distributed as follows:
a) All liabilities and obligations shall be paid, satisfied and discharged, or adequate provision shall be made therefore.
b) Assets not held upon a condition requiring return, transfer, or conveyance to any other organization or individual shall be distributed, transferred, or conveyed, in trust or otherwise, to charitable and educational organization, created and organized for nonprofit purposes similar to those of the corporation, which qualify as exempt from income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, as determined by the majority of the Board of Directors.