Section 1. Members and Associates
The corporation shall have no voting members excepting the Board of Directors. Any action or vote required or permitted by law to be taken by members of the corporation shall be taken by action or cote of the same percentage of Directors.
All other persons shall be deemed Associates of the organization.
Section 2. Board of Directors
2.01 Powers
The affairs of the corporation shall be managed by the directors who may exercise all the powers of the corporation.
2.02 Number and Election
2.2.1 Number
The corporation shall have a board of not more than eleven (11) nor fewer than three (3) directors.
2.2.2. Election
The initial board were those directors named in the Articles of Organization. Hereafter they shall be elected by the directors at the annual meeting to hold office until the expiration of their term. Terms of office shall run from April 1 to March 31. Directors must be associates of New England Leather Alliance. The Chair must have been a prior member of the organization, in good standing.
2.03 Committees
The directors may appoint special committees as the need may arise, and may delegate to any such committee any of their powers, provided that any committee to which the powers of the directors are delegated shall consist solely of directors. The members of any special committee shall be appointed by and serve at the pleasure of the directors.
Unless otherwise directed by the board, all committees shall conduct their affairs in the same manner as is provided for the board, in these bylaws.
2.04 Annual Meeting
The annual meeting of the board shall be held within six months of the end of the fiscal year of the corporation on such date and at such hour and place as the directors shall determine. In the event that no date for the annual meeting is established or such meeting has not been held on the date so determined, a special meeting in lieu of the annual meeting may be held with all of the force and effect of an annual meeting.
2.05 Regular and Special Meetings
Regular meeting of the directors may be held at such places and at such times as the directors may determine. Special meetings of the directors may be held at any time and at any place when called by a majority of the directors.
2.06 Notice of Meetings
Forty-eight hours’ notice by, at a minimum, posting to the NELA website. Other notification avenues such as e-mail, word of mouth or other web-based communication shall be given for any annual or special meeting unless shorter notice is adequate under the circumstances. No notice need be given for a regular meeting. Whenever notice of a meeting is required, such notice need not be given to any director if a written waiver of notice, executed 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 such directors. Neither such notice nor waiver of notice need specify the purpose of the meeting, unless otherwise required by law, the Articles of Organization or the bylaws.
2.07 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.
2.08 Conduct of Meetings
All meetings of directors shall proceed according to the dictates of common courtesy, except that any director may invoke Robert’s Rules of Order, Newly Revised when necessary, in the director’s opinion, to ensure the orderly conduct of business.
2.09 Action by Vote
When a quorum is present at any meeting, a majority of the directors present and voting shall decide any question, unless otherwise provided by law, the Articles of Organization, or the bylaws. In the event of a tie, the question does not pass.
2.10 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 directors consent to the action via email and such consensus shall be treated for all purposes as a vote at a meeting.
2.11 Presence Through Communications Equipment
Unless otherwise provided by law or the Articles of Organization, directors may participate in a meeting of the board of directors by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
2.12 Vote of Interested Directors
A director who is a member, stockholder, trustee, director or employee of any firm, corporation or association with which the corporation contemplates contracting or transacting business shall disclose their relationship of interest to the other directors acting upon or in reference to such contract or transaction. These relationships may include but are not limited to business, marital, familial, household, polycule, power exchange dynamic, and/or physically or emotionally intimate personal relationships. No director so interested shall vote on such contract or transaction, but may be counted for purpose of determining a quorum. The affirmative vote of a majority of the disinterested directors shall be required before the corporation may enter into such contract or transaction.
In case the corporation enters into a contract or transacts business with any firm, corporation or association of which one or more of its directors is a member, stockholder, trustee, director, officer, or employee, such contract or transaction shall not be invalidated or in any way affected by the fact that such trustee or trustees have or may have interests therein which are or might be adverse to the interests of the corporation. No director or directors having disclosed such adverse interest shall be liable to the corporation or to any creditor of the corporation or to any other person for any loss incurred by it under or by reason of any such contract or transaction, nor shall any such director or directors be accountable for any gains or profits to be realized therein.
Section 3. Directors, Officers and Agents
3.01 Number and Qualification
The officers of the corporation shall be chair, treasurer, clerk and such other officers, if any, as the directors may determine. The previous does not preclude the corporation from electing a co-chair. The clerk shall be a resident of Massachusetts unless the corporation has a resident agent duly appointed for the purpose of service of process. A person may hold more than one office at the same time. The directors shall strive for diversity.
3.02 Election
The chair, treasurer and clerk shall be elected in accordance with Section 2.2.2 by the directors at the annual meeting. Nothing in this paragraph shall prevent the directors from electing no more two persons to share one office. In such cases, the office shall receive only one vote. Other officers, if any, may be elected by the directors at any time.
Prospective officers who become involved in a personal relationship which include but are not limited to business, marital, familial, household, polycule, power exchange dynamic, and/or physically or emotionally intimate personal relationships shall immediately disclose to the remainder of the Board said relationship and henceforth shall be limited to one vote for all persons involved in the relationship
3.03 Tenure and Term Limits
The chair, treasurer and clerk shall each hold office in accordance with Section 2.2.2 and until a successor is elected and qualified, and all other officers shall serve at the pleasure of the directors.
Term limits shall be governed by the policy Principles of Cooperation. Any changes to that policy must be approved by a vote of two-thirds of the directors then in office.
3.04 Chair
Unless otherwise determined by the directors, the chair 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 chair shall preside at all meetings of the directors. The chair shall have such other duties and powers as the directors shall determine.
3.05 Treasurer
The treasurer shall be the chief financial officer of the corporation. The treasurer shall be in charge of the financial affairs, funds, securities and valuable papers and shall keep full and accurate records thereof. The treasurer shall have such other duties and powers as designated by the directors or the chair.
3.06 Clerk
The clerk shall record and maintain records of all proceedings of the directors either in writing or on an electronic device kept for that purpose and shall have custody of the seal of the corporation. If the clerk is absent from any meeting of directors, a temporary clerk chosen at the meeting shall exercise the duties of the clerk at the meeting.
3.07 Other Officers
Other officers shall have such duties and powers as may be designated from time to time by the directors.
3.08 Current Officers
Current officers who become involved in a personal relationship which include but are not limited to business, marital, familial, household, polycule, power exchange dynamic, and/or physically or emotionally intimate personal relationships shall immediately disclose to the remainder of the Board said relationship and henceforth shall be limited to one vote for all persons involved in the relationship.
Section 4. Sponsors, Benefactors, Contributors, Advisors, Friends of the Corporations
The directors may designate persons or groups of persons as sponsors, benefactors, contributors, advisors or friends of the corporation or such other title as they deem appropriate. Such persons shall serve in an honorary capacity and, except as the directors shall otherwise designate, shall in such capacity have no right to notice or to vote at any meeting, shall not be considered for purposes of establishing a quorum and shall have no other rights or responsibilities.
Section 5. Resignation, Removal and Vacancies
5.01 Resignation
Any director or officer may resign at any time by delivering the resignation in writing to the chair or the clerk of the board, or to the corporation at its principal office. Such resignation shall be effective upon receipt unless specified to be effective at some other time.
5.02 Removal
A director may be removed for cause, by a vote of two-thirds of the directors then in office. Any officer may be removed, with or without cause, at any time by the vote of two-thirds of the directors then in office. The director being considered for removal for cause will be required to abstain from such vote.
5.03 Vacancies
Any vacancy in the board of directors may be filled by vote of a majority of the directors then in office. The directors may exercise all their powers notwithstanding the existence of one or more vacancies on the board. Vacancies in any office may be filled by the directors.
Section 6. Indemnification
The corporation shall, to the extent legally permissible: 1) hold Directors and Officers insurance or; 2) indemnify each person who may serve or who has served at any time as a trustee, director or officer of the corporation or any of its subsidiaries, or who at the request of the corporation may serve or at any time has served as a trustee, director or officer of, or in a similar capacity with, another organization or an employee benefit plan, against all expenses and liabilities (including counsel fees, judgments, fines, excise taxes, penalties and amounts payable in settlements) reasonably incurred by or imposed upon such person in connection with and threatened, pending or completed action, suit or other proceeding, whether civil, criminal, administrative or investigative, in which such person may become involved by reason of serving or having served in such capacity (other than a proceeding voluntarily initiated by such person unless they are successful on the merits, the proceeding was authorized by the corporation or the proceeding seeks a declaratory judgment regarding their own conduct); provided that no indemnification shall be provided for any such person with respect to any matter as to which they shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that their action was in the best interests of the corporation or, to the extent such matter related to service with respect to any employee benefit plan, in the best interests of the participant or beneficiaries of such employee benefit plan; and provided, further, that as to any matter disposed of by a compromise payment by such person, pursuant to a consent decree or otherwise, the payment and indemnification thereof have been approved by the corporation, which approval shall not unreasonably be withheld, or by a court of competent jurisdiction. Such indemnification shall include payment by the corporation if 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 they shall be adjudicated to be not entitled to indemnification under this section, which undertaking may be accepted without regard to the financial ability of such person to make repayment.
A person entitled to indemnification hereunder, whose duties include service or responsibilities as a fiduciary with respect to a subsidiary or other organization, shall be deemed to have acted in good faith in the reasonable belief that their action was in the best interests of the corporation, if they acted in good faith in the reasonable belief that their action was in the best interests of such subsidiary or organization or of the participants or beneficiaries or, or other persons with interests in such subsidiary or organization to whom they had a fiduciary duty.
Where indemnification hereunder requires authorization or approval by the corporation, such authorization or approval shall be conclusively deemed to have been obtained, and in any case where a director of the corporation approves the payment of indemnification, such director shall be wholly protected, if:
- the payment has been approved or ratified (1) by a majority vote of the directors consisting of persons who are not at that time parties to the proceeding, or (2) by a majority vote of a committee of one or more directors who are not at that time parties to the proceeding and are selected for this purpose by the full board ( in which selection directors who are parties may participate); or
- the action is taken in reliance upon the opinion of independent legal counsel (who may be counsel to the corporation) appointed for the purpose by vote of the directors or in the manner specified in clauses (1) or (2) of sub-paragraph (I); or
- the payment is approved by a court of competent jurisdiction; or
- the directors have otherwise acted in accordance with the applicable legal standard of conduct.
Any indemnification of advance of expenses under this section shall be paid promptly, and in any event within 30 days, after the receipt by the corporation of a written request therefore from the person to be indemnified, unless with respect to a claim for indemnification the corporation shall have determined that the person is not entitled to indemnification. If the corporation denies the request or if payment is not made within such 30 day person, the person seeking to be indemnified may at any time thereafter seek to enforce their rights hereunder in a court of competent jurisdiction and, if successful in whole or in party, they shall be entitled also to indemnification for the expenses of prosecuting such action. Unless otherwise provided by law, the burden of proving that the person is not entitled to indemnification shall be on the corporation.
The right of indemnification under this section shall be a contract right inuring to the benefit of the directors, officers and other persons entitled to be indemnified hereunder and no amendment or repeal of this section shall adversely affect any right of such director, officer or other person existing at the time of such amendment or repeal.
The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of a director, officer or other person entitled to indemnification hereunder. The indemnification provided hereunder may, to the extent authorized by the corporation, apply to the directors, officers and other person associated with constituent corporations that have been merged into or consolidated with the corporation who would have been entitled to indemnification hereunder had they served in such capacity with or at the request of the corporation.
The right of indemnification under this section shall be in addition to and not exclusive of all other rights to which such director, officers and other persons entitled to indemnification hereunder, may be entitled by contract or otherwise by law.
Section 7. Seal and Fiscal Year
7.01 Corporate seal
The seal of the corporation shall be in circular form with the name of the corporation around the periphery and the year and state of incorporation within or such other form as the directors may determine.
7.02 Fiscal Year
The fiscal year of the corporation shall end December 31 in each year or such other date as the directors may determine.
Section 8. Amendment
These bylaws may be amended or repealed, in whole or in part, by a vote of three-quarters of the directors then in office at any meeting of the directors.
Any proposed amendment to these bylaws must be submitted to the directors, in writing, at least thirty days prior to the directors’ meeting at which the vote on the proposed amendment will be taken.