BYLAWS OF FRIENDS OF WELLESLEY VETERANS, INC.
ARTICLE I
SECTION 1. NAME
The Name of the Corporation is Friends of Wellesley Veterans, Inc., which shall hereafter be referred to in these Bylaws as the corporation.
SECTION 2. PURPOSE
The corporation shall at all times operate on a non-profit basis for advancing education and awareness among Wellesley residents on the contributions of US Veterans who have resided in Wellesley and shall ensure that the revenue of the corporation is used solely in furtherance of its nonprofit purpose.
SECTION 3. LOCATION
The principal office of the corporation in the Commonwealth of Massachusetts shall initially be located at the place set forth in the Articles of Organization of the corporation. The Directors may change the location of the principal office in the Commonwealth of Massachusetts effective upon filing a certificate or annual report with the Secretary of the Commonwealth.
SECTION 4. FISCAL YEAR
Except from time to time otherwise determined by the Directors, the fiscal year of the corporation shall be the twelve month period beginning January 1 and ending the following December 31.
ARTICLE II
MEMBERS
SECTION 1. 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 of Massachusetts General Laws Chapter 180, as amended, or any other law, rule or regulation. Any action or vote otherwise required or permitted by Chapter 180 or any other law, rule or regulation to be taken by the members shall be taken by action or vote of the same percentage of the Directors of the corporation.
ARTICLE III
DIRECTORS
SECTION 1. POWERS
The business and property of the corporation shall be managed by a board of Directors who may exercise all the powers of the corporation.
SECTION 2. ELECTION AND NUMBER
The Board of Directors shall consist of at least three (3) and no more than twelve (12) Directors. The number of voting Directors may be increased or decreased from time to time, by amendment to these Bylaws. A majority of the Directors then in office shall elect the Board of Directors at the annual meeting of the Directors or at a special meeting in lieu of an annual meeting. All Directors shall hold office until the next annual meeting following his or her election or special meeting in lieu of an annual meeting. Any vacancy in the Board may be filled by the Directors.
SECTION 3. RESIGNATION AND REMOVAL
Any Director may resign by delivering a written resignation to the Corporation at its principal office or to the President or Clerk. Such resignation shall be effective upon receipt unless it is specified to be effective at some later time. Any Director may be removed from office with or without cause by the affirmative vote of a majority of Directors then in office.
SECTION 4. . TERM OF OFFICE
Each director shall hold office for a period of two years and until his or her successor is elected and qualifies.
SECTION 5 ANNUAL MEETING
The Annual Meeting of the Board of Directors shall be held annually during December.
SECTION 6. REGULAR MEETINGS
Regular meetings of the Directors may be held at such date and times as the Directors may from time to time determine.
SECTION 7. SPECIAL MEETINGS
Special meetings of the Directors may be called by the Chairperson of the Board, the Treasurer or by any two or more Directors. Notice of all special meetings of the Directors shall be given to each Director by the clerk or, in case of the death, absence, incapacity or refusal of the clerk, by the officer or one of the other Directors calling the meeting.
SECTION 8. NOTICE OF MEETINGS
a) Annual and Regular Meetings. No call or notice shall be required for annual or regular meetings 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) of an
annual meeting not held at the principal office of the corporation shall be given to each Director, (iii)
specifying the purpose of an annual or regular meeting shall be given to each member if either contracts
or transactions of the corporation with interested persons or amendments to these Bylaws (as adopted by the Directors or otherwise) are to be considered at the meeting and (iv) shall be given as otherwise
required by law, the articles of organization or these Bylaws.
b) Special Meetings Reasonable notice of the time and place of special meetings of the members shall be given to each member. Such notice need not specify the purposes of a meeting, unless otherwise required by law, the articles of organization or these Bylaws or unless there is to be considered at the meeting (i) contracts or transactions of the corporation with interested persons, (ii) amendments to these Bylaws (as adopted by directors or otherwise), (iii) an increase or decrease in the number of members or directors, or
(iv) removal or suspension of a member or director.
c) Reasonable and Sufficient Notice Except as otherwise expressly provided, it shall be reasonable and
sufficient notice to a member to send notice by mail at least ten days before the meeting addressed to him or her at the usual or last known business or residence address, or by telephone, telegram, electronic mail (email) or facsimile transmission at least seven days before the meeting.
d) Waiver of Notice Whenever notice of a meeting is required, such notice need not be given to any
member 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. 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.
SECTION 9. QUORUM FOR MEETINGS
Fifty percent (50%) of the Directors then in office shall constitute a quorum but a lesser number may without further notice adjourn the meeting to any other time. At any meeting at which a quorum is present, the vote of a majority of those present shall decide any matter unless the Articles of Organization, these Bylaws, or any applicable law requires a different vote.
SECTION 10. ACTION BY CONSENT
Any action by the Directors or any committee may be taken without a meeting if a written consent thereto is signed by all the Directors or all the Directors of the applicable committees and filed with the records of the meetings of the Directors. Such consent shall be treated for all purposes as a vote at a meeting.
SECTION 11. NON-VOTING DIRECTORS
The Directors may create classes of non-voting Directors such as Honorary Directors, Associate Directors, Regional Directors, Friends, Alumni and the like, and may elect persons to those classes for such terms and on such conditions as the Directors determine and may assign to such persons such responsibilities, duties and privileges as the Directors determine. Persons elected as non-voting Directors shall not be Directors for the purposes of these Bylaws and shall have no votes at any meetings of the Directors.
SECTION 13. CONDUCT OF MEETINGS
Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, or, if no such person has been so designated or, in his or her absence, the Executive Director of the corporation or, in his or her absence, by a Chairperson chosen by a majority of the directors present at the meeting. The Clerk of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Clerk of the Meeting.
Meetings shall be governed by Roberts Rules of Order, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws, or with provisions of law.
SECTION 14. INSURANCE FOR CORPORATE AGENTS
Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws or provisions of law.
ARTICLE IV
OFFICERS
SECTION 1. DESIGNATION OF OFFICERS
The officers of the corporation shall consist of a President, a Clerk, and a Treasurer and other such officers with such titles as may be determined from time to time by the Board of Directors.
SECTION 2. ELECTIONS
The President, Treasurer and Clerk shall be elected annually by the Directors. Any other Officers determined necessary or desirable by the Directors may be elected by the Directors. The Clerk shall be a resident of the Commonwealth of Massachusetts unless the corporation shall appoint a resident agent for the services of process appointed in the manner prescribed by law. Except as otherwise provided by law, the Articles of Organization or these Bylaws, all Officers shall hold office until the next Annual Meeting of Directors or until their respective successors are chosen and qualified.
SECTION 3. DUTIES OF PRESIDENT
The President shall be the chief executive officer of the corporation and as such shall have charge of the affairs of the corporation, subject to the supervision of the Board of Directors. The President shall have such other powers and duties as are usually incident to that office and as may be vested in that office by the Directors. The President shall preside over meetings of the Directors.
SECTION 4. DUTIES OF CLERK
The Clerk shall give notices of meetings of Directors as are required by these Bylaws and shall keep a record of all the meetings of the Directors. The Clerk shall have such other powers and duties as are usually incident to that office and as may be vested in that office by these Bylaws or by the Directors. In the absence of the Clerk from any meeting of Directors, a temporary Clerk designated by the person presiding at the meeting shall perform the duties of the Clerk. Principal office of the corporation the original, or a copy, of these Bylaws as amended or otherwise altered to date.
SECTION 5. DUTIES OF TREASURER
The Treasurer shall, subject to the supervision of the Board of Directors, have general charge of the financial affairs of the corporation and shall keep full and accurate books of account. The Treasurer shall maintain custody of all funds, securities and valuable documents of the corporation, except as the Directors may otherwise provide. The Treasurer shall have such other posers and duties as are usually incident to that office and as may be vested in that office by these Bylaws or by the Directors.
SECTION 6. OTHER OFFICERS
The Corporation may have such other offices and agents, as may be deemed necessary or desirable by the Board of Directors, who shall be appointed in such manner, have such duties and hold their offices for such terms as may be determined by resolution of the Board of Directors.
ARTICLE V
COMMITTEES
SECTION 1. NOMINATING COMMITTEE
A nominating committee of at least two Directors shall be appointed by the President each year. The nominating committee shall produce a list of nominees willing to serve as Officers and Directors. The list of recommended Officers and Directors shall be presented to all duly qualified Directors at the annual meeting. Officers and Directors shall be elected at the annual meeting as prescribed by these Bylaws.
SECTION 2. EXECUTIVE COMMITTEE
The Board of Directors may, by a majority vote of its members, designate an Executive Committee consisting of Officers of the Board and up to two other voting Directors. The Board of Directors may delegate to such committee the powers and authority of the board in the management of the business and affairs of the corporation, to the extent permitted, and except as may otherwise be provided, by provisions of law. At any meeting of the Executive Committee a quorum for the transaction of all business properly before the Committee shall consist of a majority of the member of such committee. By a majority vote of its members, the board may at any time revoke or modify any or all of the Executive Committee authority so delegated, increase or decrease but not below two (4) the number of the members of the Executive Committee, and fill vacancies on the Executive Committee from the members of the board. The Executive Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the board from time to time as the board may require.
SECTION 3. OTHER COMMITTEES
The Board of Directors may appoint other committees and may act by and through such other committees to the extent allowed by law and as may be specified in resolution s adopted by a majority of the Directors. Each such committee shall include a member of the Board of Directors and may also include individuals who are not Members of the Board of Directors. Each such committee shall have such duties and responsibilities as are granted to it by the Board of Directors. Each such committee shall at all times be subject to the direction of the President of the Board of Directors.
SECTION 4. ADVISORY COMMITTEE
The Board of Directors may establish an Advisory Committee to assist and advise in the development and operation of the Corporation. The Members of the Advisory Committee may be appointed by the Board of Directors in any number and for such term as the Directors may from time to time deem desirable. The Advisory Committee shall have no vote in the corporation’s matters, no authority to affect the Corporation’s policy and may not act on behalf of the Corporation or bind it to any action. The Advisory Committee shall act in an advisory capacity and may make recommendations and suggestions to the Corporation’s Board of Directors for consideration. Members of the Advisory Committee may be invited by the President of the corporation from time to time to attend meetings of the Board and may serve on committees of the Corporation.
ARTICLE VI
ENDOWMENT AND OTHER DESIGNATED OR RESTRICTED FUNDS
The Corporation is authorized to receive funds from other organizations, and from individuals, and to designate such funds for Endowment or for such special charitable purposes as may be specified by the donor, provided that no part of the assets and no part of any net earnings of said designated funds shall be divided among or inure to the benefit of any Officer or Director of the Corporation or any private individual or be appropriated for any purposes other than the charitable purposes of the Corporation as set forth in its Articles of Organization. The Board of Directors may, from time to time, adopt policies and procedures regarding the acceptance and administration of said Endowment and other restricted funds. The principal of any funds designated specifically for Endowment may not be spend except by a vote of two thirds of the Directors.
ARTICLE VII
MISCELLANEOUS PROVISIONS
SECTION 1. EXECUTION OF INSTRUMENTS
All contracts, deeds, leases bonds, notes and other instruments authorized to be executed by an officer of the corporation on its behalf shall be signed by the President or the Treasurer and the Executive Director, except as the Directors may otherwise determine. Checks, wire transfers or any other form of disbursement of the corporation’s funds which exceed the amount of five-thousand dollars ($5,000) shall also require the signature of the President or the Treasurer and the Executive Director. In the event that either the President or the Treasurer is not available then the Clerk of the Corporation may, instead, serve as an authorized signatory; provided, however, that either the President or the Treasurer must be one of the signatories. Checks and other disbursements that are for less than $5,000 may be signed by the Executive Director, President or the Treasurer.
SECTION 2. VOTING OF SECURITIES BY PROXY
Except as the Board of Directors may otherwise designate, the President or Treasurer may waive notice of, and appoint any person or persons (with or without power of substitution) to act as proxy or attorney in fact for this corporation at any meeting of stockholders of any other corporation, the securities of which may be held by this corporation.
SECTION 3. CORPORATE RECORDS
The original or attested copies of the Articles of Organization, Bylaws and records of all meetings of the Directors shall be kept in Massachusetts at the principal office o the corporation or of the Clerk, but such corporate records need not all be kept in the same office.
SECTION 4. DEFINITIONS
All references in these Bylaws to the Articles of Organization and to these Bylaws shall be deemed to refer respectively, to the Articles of Organization and the Bylaws of the corporation as amended and in effect from time to time.
SECTION 5. DIRECTORS’ INSPECTION RIGHTS
Every director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and to inspect the physical properties of the corporation and shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.
SECTION 6. PERIODIC REPORT
The board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or to the members, if any, of this corporation, to be so prepared and delivered within the time limits set by law.
ARTICLE VIII
INDEMNIFICATION
SECTION 1. INDEMNIFICATION OF OFFIERS AND DIRECTORS
Except as otherwise provided in this Article, the corporation shall indemnify to the fullest extent permitted by law any individual who is an Officer or Director of the corporation from and against any and all claims, damages, liability and expenses, including reasonable attorney’s fees, incurred by such individual as a result of or in connection with any claim or proceeding made or brought against such individual relating to or arising out of his or her official capacity as an Officer or Director of the corporation. The corporation’s obligation to indemnify shall apply to any acts or omissions that occurred while the individual served as an Officer or Director of the corporation and shall continue in effect even if the individual is no longer serving as an Officer or Director at the time the claim is made or the action or proceeding is commenced.
SECTION 2. GOOD FAITH REQUIREMENT
The corporation shall not be required to indemnify any Officer or Director if a court of competent jurisdiction or a two-thirds majority of the Board of Directors determines that said Officer or Director acted in bad faith; or acted knowingly and willfully against the best interests of the corporation; or knowingly committed an act of misfeasance or dishonesty against the corporation, including, without limitation, theft or embezzlement.
SECTION 3. ADVANCE FOR EXPENSES AND FEES
Upon receipt of a valid claim for indemnification under the Indemnification provision of this Article, the
corporation may, at its option and in its discretion, either undertake the defense of such Officer or Director or advance funds to pay for or reimburse the reasonable expense and fees incurred by such Officer or Director.
SECTION 4. NOTIFICATION AND DEFENSE OF CLAIM: SETTLEMENTS
(a) In addition to and without limiting the foregoing provisions of this Article and except to the extent
otherwise required by law, it shall be a condition of the Corporation’s obligation to indemnify under this
Article (in addition to any other condition provided in these Bylaws) that the person asserting, or
proposing to assert, the right to be indemnified, must notify the corporation in writing as soon as
practicable of any action, suit, proceeding or investigation involving such person for which indemnity
will or could be sought, but the failure to so notify shall not affect the Corporation’s obligation to
indemnify, except to the extent the corporation is adversely affected thereby. With respect to any
proceeding of which the corporation is so notified, the corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel selected by the corporation or the corporation’s insurer. After notice from the corporation to such person of its
election so to assume such defense, the corporation shall not be liable to such person for any legal
proceeding or investigation other than as provided below in this subsection. Such person shall have the
right to employ his or her own counsel in connection with such action, suit, proceeding or investigation,
but the fees and expenses of such counsel incurred after notice from the corporation of its assumption of the defense thereof shall be at the expense of such person unless: (1) the employment of counsel by such person has been authorized by the corporations: (2) counsel to such person shall have reasonably
concluded that there may be a conflict of interest or position on any significant issue between the
corporation and such person in the conduct of the defense of such action, suite, proceeding or
investigation; or (3) the corporation shall not in fact have employed counsel to assume the defense of
such action, suite, proceeding or investigation, in each of which case the fees and expenses of counsel for such person shall be at the expense of the corporation, except as otherwise expressly provided by this Article. (b) The corporation shall not be required to indemnify such person under this Article for any amount paid in settlement of any proceeding unless such settlement is authorized by a majority vote of the corporation’s Board of Directors. The corporation shall not settle any action, suite, proceeding or investigation in any manner which would impose any penalty or limitation on such person without such person’s written consent. Neither the corporation no such person will unreasonably withhold their consent to any proposed settlement.
SECTION 5. INSURANCE
The corporation may purchase and maintain insurance, in such amounts as the Board of Directors deems appropriate, for or on behalf of any individual who is a Director of Officer of the corporation, against liability asserted against or incurred by him or her in that capacity or arising from his or her status as a Director or Officer, whether or not the corporation would have authority to indemnify or advance expenses to him or her against the same liability under this Article.
ARTICLE IX
AMENDMENT OF BYLAWS
These Bylaws may at any time be amended or repealed in whole or in part, by vote of a majority of the Directors.
ARTICLE X
IRS 501(c)(3) TAX EXEMPTION PROVISIONS
SECTION 1. LIMITATIONS ON ACTIVITIES
No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation [except as otherwise provided by Section 501(h) of the Internal Revenue Code], and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office. Notwithstanding any other provisions of these Bylaws, this corporation shall not carry on any 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 (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
SECTION 2. PROHIBITION AGAINST PRIVATE INUREMENT
No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, Directors or trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.
SECTION 3. DISTRIBUTION OF ASSETS
Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code, or Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE XI
SECTION 1. CONSTRUCTION AND TERMS
If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this
corporation, the provisions of the Articles of Incorporation shall govern. Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding. All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation, Articles of Organization, Certificate of Incorporation, Organizational Charter, Corporate Charter, or other founding document of this corporation filed with an office of this state and used to establish the legal existence of this corporation. All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.
Adopted May 22, 2022, unanimously by the Board of Directors