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BYLAWS
OF
THE NEW ENGLAND VINTAGE FILM SOCIETY, INC.
(hereinafter referred to as the "Society" or "Corporation")
ARTICLE I
Name, Purposes, Location, Corporate Seal, Fiscal Year.
Section 1.01 Name and Purposes. The name and purposes of the Corporation shall be as set forth in the Articles of Organization. The Corporation may, as permitted by law, engage in any and all activities in furtherance of, related to, or incidental to these purposes which may lawfully be carried on by a corporation
formed under Chapter 180 of the General Laws of Massachusetts and which are not inconsistent
with the Corporation's qualification as an organization described in Section 501(c)(3) of the Internal
Revenue Code or corresponding section of any future tax code.
Section 1.02 Location. The principal office of the Corporation shall be located in the Commonwealth of Massachusetts at the place currently set forth in the Articles of Organization of the Corporation, and the same may be amended by any certificate filed as provided for in the next succeeding sentence. The Board of Directors (the "Board") may change the location of the principal office in the Commonwealth of Massachusetts effective by and upon filing (or causing the filing of) an appropriate certificate with the Secretary of the Commonwealth.
Section 1.03 Corporate Seal. The Board may adopt and alter the seal of the corporation.
Section 1.04 Fiscal year. The fiscal year of the Corporation shall be from January 1 to December 31 in each year, unless otherwise determined by the Board.
ARTICLE II
Non-Profit Organization
Section 2.01 Non-Profit Organization. The Corporation shall be maintained as a not-for-profit organization. No dividends shall be paid and no part of the income or profit of the Corporation shall be distributed to its members, directors, or officers. No officer, director or member shall possess any property right in or to the property or assets of the Corporation. Reimbursement for expenses incurred by directors shall be exempt from this clause. All income derived from the operation of the Corporation, and all proceeds received from the sale of any of its properties, shall be devoted exclusively to the purpose for which it is organized.
Section 2.02 Operational Limitations. Notwithstanding any other provisions of these articles, the Corporation 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) of the Internal Revenue Code of 1954 (or by corresponding provisions of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law).
Section 2.03 Dissolution Clause. Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any of such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the state 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 III
Members
Section 3.01 Members. Any interested person who supports the objectives of the Society is eligible for membership. Membership classes and privileges shall be set by the Board. Any person may become a member of the Society, provided that he or she has paid the dues for the membership category for which he or she is eligible and provided all information reasonably requested by the Board of Directors for its membership records. Members must be 16 or older. Only members of 21 years of age or older may be nominated to serve on the Board. No member shall possess any property right in or to the property or assets of the Society.
The membership year will begin January 1 and end December 31.
Members in good standing are entitled to advise on all questions coming before the Board and membership, to hold office and serve on standing or special committees. Members are welcome to attend meetings of the Board upon invitation and to participate in discussions on matters before the Board, but without a vote on such matters.
The Board may, at its discretion, terminate the membership of any person at any time by returning that person's current dues.
The Corporation shall not have members within the meaning of Chapter 180 of the Massachusetts General Laws. Except as provided for herein, all powers that applicable law provides to members shall be exercised by the Board of Directors.
ARTICLE IV
Board of Directors
Section 4.01 Power of the Board. The business and affairs of the Corporation shall be managed, controlled and governed under the direction of the Board of Directors, whose determination in all matters shall be final and binding. The Board shall have the right to exercise all powers of the Corporation that are not expressly reserved to the members of the Society by law, the Articles of Organization, or these Bylaws.
Section 4.02 Number of Directors. The number of directors constituting the entire Board of Directors shall not be less than three nor more than six. The number of directors may be increased or decreased by an amendment to the bylaws.
Section 4.03 Election and Term of Directors. The initial Board of Directors shall be comprised of those directors named in the Articles of Organization. Each director may serve for unlimited consecutive two-year terms. A director shall hold office until the annual meeting and/or until his/her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. If a director's successor has not been elected, and the directorship was not eliminated by a reduction in the number of directors, the director shall continue to serve until the director's successor is selected or the Board eliminates the directorship by reducing the number of directors.
Directors shall be elected by a majority vote of the current directors. Each director shall be entitled to one vote for each board vacancy. Voting by proxy at meetings of Board members of the Society shall not be permitted.
Section 4.04 Newly Created Directorships and Vacancies. Vacancies in the Board of Directors (including vacancies resulting from an increase in the number of directors) may be filled at any annual, regular or special meeting of the directors.
Section 4.05 Removal of Directors. Any one or more of the directors may be removed with cause at any time by affirmative vote of at least 2/3rds or a majority of the remaining directors at a meeting of the Board called expressly for that purpose.
Section 4.06 Resignation. Except as otherwise required by law, a director may resign at any time upon written notice to the Board, President, Chair, or Clerk. Such resignation shall take effect at the later of the time specified in the notice or the date the notice is delivered to the Clerk. Unless otherwise specified in the notice of resignation, no acceptance of such resignation shall be necessary to make it effective.
Section 4.07 Quorum of Directors and Action by the Board. Unless a greater proportion is required by law or by the Articles of Organization, a majority of the entire Board of Directors (but not less than one-third of number of directors fixed from time to time), shall constitute a quorum for the transaction of business. Except as otherwise provided by law or by the Articles of Organization or these Bylaws, 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.
Section 4.08 Meetings of the Board. The Annual Meeting of the Board shall be held at such time and place as shall be fixed by the Board of Directors for the election of Directors and officers and for the transaction of such business as may properly come before the Corporation. Elections may be conducted via electronic means.
Other meetings of the Board of Directors may be held at any place in or out of the Commonwealth of Massachusetts as may be fixed in the notice of meeting for regular or special meetings. No business other than that for which the special meeting was called may be considered at a special meeting. A notice, or waiver of notice, need not state the business to be transacted at or the purpose of any regular or special meeting of the Board of Directors. The Board of Directors shall by resolution establish procedures for providing notice of meetings of the Board of Directors.
Notice of a meeting of the Board of Directors need not be given to any director who signs a waiver of the notice which is filed with the records of the meeting, or is present at the meeting.
When necessary, directors may participate by conference call or other communications medium (e.g. internet). At any meeting of the Board, at least one-third (1/3rd) of the Directors shall constitute a quorum. Votes on actions before the Society may also be taken via electronic means or similar communications method, unless otherwise provided by the Board.
Section 4.09 Informal Action by Directors; Meetings by Conference Telephone and Other Means.
Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if a unanimous written consent which sets forth the action is (i) signed by each member of the Board of Directors, and (ii) filed with the minutes of proceedings of the Board. Such written consent may be signed electronically.
Members of the Board may participate in a meeting by means of conference telephone or similar communications methods (e.g. internet) if all persons participating in the meeting can communicate with each other at the same time. Participation in a meeting by such means shall constitute presence in person at the meeting. Votes on actions before the Board may also be taken via electronic means or similar communications method, unless otherwise provided by the Board.
Section 4.10 Compensation of Directors. The Corporation shall not pay any compensation to directors for services rendered to the Corporation as directors, except that directors may be reimbursed for expenses incurred in the performance of their duties to the Corporation, in reasonable amounts as approved by a majority of the entire Board. No director of the Society shall possess any property right in or to the property or assets of the Society.
ARTICLE V
Committees
Section 5.01 Other Committees. The Board of Directors, by resolution adopted by a majority of directors in office, may establish committees to research or work on projects such as sponsored research, fundraising or other activities beneficial to the Society. Such committees report to, and act under the supervision of, the Board.
Section 5.02 Committee Rules. The Board of Directors will provide committee rules for each committee designated by the Board for the conduct of its business. Members of a committee may participate in a meeting of the committee by means of a conference telephone or similar communications method (e.g. internet) if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by such means constitutes presence in person at the meeting.
Section 5.03 Service of Committees. Each committee of the Board of Directors shall serve at the pleasure of the Board. The appointment of any committee and the delegation of authority to it, shall not relieve the Board of Directors.
Section 5.04 Records. To the extent required by the resolution authorizing the formation of a committee or if a committee is exercising the management authority of the Board of Directors, minutes shall be kept of each meeting of each committee. Copies of the minutes of each such meeting shall be filed with the corporate records and supplied to each Director.
ARTICLE VI
Officers, Agents and Employees
Section 6.01 Officers. The directors shall elect a Chair/President, Secretary/Clerk and a Treasurer at the first meeting immediately following the Annual Meeting in the following order: Chair/President, Treasurer, Secretary/Clerk. The Board may, if it so determines, elect such other officers and may give of them such further designation or alternate titles as it considers desirable. Any two or more offices except that of the Clerk may be held by the same person. No officer of the Society shall possess any property right in or to the property or assets of the Society.
Section 6.02 Duties of Officers and Other Directors The duties of Officers are as stated in the following sub-articles. The Board may, by resolution, adopt in its Policies and Procedures manual an alternate set of responsibilities, and may add additional responsibilities or delegate them to committees or other Directors. The Board may assign titles and responsibilities to At-Large Directors, consistent with the needs and objectives of the Society.
6.02.1 President: The President or other person authorized by the Board shall be the chairperson of and conduct all Board and Society meetings. The president, or any other proper Officer of the Corporation authorized by the Board, may sign any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed. The president shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board from time to time.
6.02.2 Secretary /Clerk The Secretary, or other person authorized by the Board, shall keep the minutes of the meetings of the Board, ensure that all notices are given in accordance with the provisions of these bylaws, be custodian of the corporate records, and in general perform all such duties as may from time to time be assigned by the Board.
6.02.3 Treasurer The Treasurer, or other person authorized by the Board, shall maintain responsibility and oversight for the funds and securities of the Corporation. The Treasurer, or other person authorized by the Board, may receive and give receipt for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board; and in general perform all of the duties incident to the office of Treasurer and such others as may from time to time be assigned by the Board.
Section 6.03 Term of Office and Removal. Each officer shall hold office for the term (not exceeding two years) for which he is elected and until his successor has been elected and qualified. Unless otherwise provided in a resolution of the Board of Directors, all officers shall be elected at the annual meeting of the Board. Any officer may be removed by the Board of Directors if in the judgment of the Board, the best interest of the Corporation will be served. Such removal will be without prejudice to contract rights. The election of a director or officer shall not itself create contracts.
Section 6.04 Resignation. Any officer may resign at any time by giving written notice to the Corporation. Unless otherwise specified in the written notice, the resignation shall be effective upon delivery to the Corporation.
Section 6.05 Powers and Duties of Officers. Subject to the control of the Board of Directors, all officers as between themselves and the Corporation shall have such authority and perform such duties in the management of the Corporation as may be provided by the Board, and, to the extent not so provided, as generally pertain to their respective offices.
Section 6.06 Agents and Employee. The Board of Directors may appoint agents and employees who shall have such authority and perform such duties as may be prescribed by the Board. The Board may remove any agent or employee at any time with or without cause. Removal without cause shall be without prejudice to such person's contract rights, if any, and the appointment of such person shall not itself create contract rights.
Section 6.07 Compensation of Officers, Agents and Employees. The Corporation may pay compensation in reasonable amounts to officers for services rendered, such amounts to be fixed by a majority of the entire Board of Directors.
The Corporation may pay compensation in reasonable amounts to agents and employees for services rendered, such amount to be fixed by the Board or, if the Board delegates power to any officer or officers, then by such officer or officers.
The Board may require officers, agents or employees to give security for the faithful performance of their duties.
ARTICLE VII
Miscellaneous
Section 7.01 Checks, Notes, Contracts. The Board of Directors shall determine who shall be authorized from time to time on the Corporation's behalf to sign checks, drafts, or other orders for payment of money; to sign acceptances, notes, or other evidences of indebtedness; to enter into contracts; or to execute and deliver other documents and instruments.
Section 7.02 Books and Records. The Corporation shall keep at its principal office in the Commonwealth of Massachusetts correct and complete books and records of account, the activities and transactions of the Corporation, minutes of the proceedings of the Board of Directors and any committee of the Corporation, and a current list of directors and officers of the Corporation and their residence addresses. Any of the books, minutes and records of the Corporation may be in written form or in any other form capable of being converted into written form within a reasonable time.
Section 7.03 Amendment of Articles of Organization and Bylaws. The Articles of Organization of the Corporation may be adopted, amended or repealed in whole or in part by a two-thirds (2/3rd) vote of the directors then in office at a meeting of the Board provided that such amendment does not affect the voting rights of Board members. The bylaws of the Corporation may be adopted, amended or repealed in whole or in part by a two-thirds (2/3rd) vote of the directors then in office at a meeting of the Board provided that such amendment does not affect the voting rights of Board members. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.
Section 7.04 Liability of Directors. No director shall be personally liable to the Corporation for monetary damages for breach of fiduciary duty as director notwithstanding any provision of law imposing such liability, provided however that this provision shall not eliminate the liability of a director, to the extent that such liability is imposed by applicable law, for any breach of the director's duty of loyalty to the Corporation, for facts or omissions not in good faith or which involved intentional misconduct or knowing violation of law; and for any transaction from which the director derived an improper personal benefit.
Section 7.05 Indemnification and Insurance. Unless otherwise prohibited by law, the Corporation may indemnify any director or officer, any former director or officer, any person who may have served at its request as a director or officer of another Corporation, whether for profit or not for profit, and may, by resolution of the Board of Directors, indemnify any employee against any and all expenses and liabilities actually and necessarily incurred by him or her, imposed on him or her in connection with any claim, action, suit, or proceeding (whether actual or threatened, civil, criminal, administrative, or investigative, including appeals) to which he or she may be or is made a party by reason by being or having been such director, officer, or employee; subject to the limitation, however, that there shall be no indemnification in relation to matters as to which he or she shall be adjudged in such claim, action, suit or proceeding to be guilty of a criminal offense or liable to the Corporation for damages arising out of his or her own gross negligence or misconduct in the performance of a duty to the Corporation.
Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees; costs and disbursements; and judgments, fines, and penalties against, and amounts paid in settlement by, such director, officer, or employee. The Corporation may advance expenses to, or where appropriate may itself, at its expense, undertake the defense of, any director, officer, or employee; provided, however, that such director, officer, or employee shall undertake to repay or to reimburse such expense if it should be ultimately determined that he or she is not entitled to indemnification under this Article.
The provisions of this Article shall be applicable to claims, actions, suits, or proceedings made or commenced after the adoption hereof, whether arising from acts or omissions to act occurring before or after adoption hereof.
The indemnification provided by this Article shall not be deemed exclusive of any other rights to which such director, officer, or employee may be entitled under any statute, bylaw, agreement, vote of the Board of Directors, or otherwise and shall not restrict the power of the Corporation to make any indemnification permitted by law.
The Board of Directors may authorize the purchase of insurance on behalf of any director, officer, employee, or other agent against any liability asserted against or incurred by him or her which arises out of such person's status as a director, officer, employee, or agent or out of acts taken in such capacity, whether or not the Corporation would have the power to indemnify the person against that liability under law.
In no case, however, shall the Corporation indemnify, reimburse, or insure any person for any taxes imposed on such individual under chapter 42 of the Internal Revenue Code of 1986, as now in effect or as may hereafter be amended (the "Code"). Further, if at any time the Corporation is deemed to be a private foundation within the meaning of § 509 of the Code then, during such time, no payment shall be made under this Article if such payment would constitute an act of self-dealing or a taxable expenditure, as defined in § 4941(d) or § 4945(d), respectively, of the Code.
If any part of this Article shall be found in any action, suit, or proceeding to be invalid or ineffective, the validity and the effectiveness of the remaining parts shall not be affected.
Loans to Directors, Officers and Employees. Directors who vote for making a loan to an officer, a director, or an employee shall be liable for the debts contracted between the time of making or assenting to the loan and the time of its repayment, to the extent of such loan, as provided by Massachusetts G.L. Ch. 156, Section 37. Directors who vote against making said loan shall not be liable as aforesaid.
These Bylaws were approved at a meeting of the Board of Directors of ______ on ____________, 2007.
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