Article I
Description; Purpose; Offices; Records; etc.
Section 1.1. The Association. The North American Devon Association, Inc. (herein as well as elsewhere, either the “Association” or “NADA”) is a Massachusetts not for profit Association organized under M.G.L. c.180. For the purposes of these By-laws, the term “Association” shall mean and include the Association.
Section 1.2 Purpose. The Association’s purposes shall be the purpose or purposes stated in its Articles of Organization, as amended from time to time.
Section 1.3 Principal Office. The principal office of the Association shall be 370 Fleming Road, Box 225, Hardwick, MA 01037, or at such other place within or outside The Commonwealth of Massachusetts as may be designated by the board of directors upon compliance with applicable law.
Section 1.4 Registered Agent. The Association shall continuously maintain a Registered Agent in The Commonwealth of Massachusetts. The Registered Agent will be designated by the board of directors. In the event that no Registered Agent is designated, the Resident Agent shall be the Association’s Clerk .
Section 1.5 Records. Books, accounts, documents and records of the Association shall be open to inspection by any director at all times during the usual hours of business. The original, or attested copies, of the articles of organization and the by-laws (as amended from time to time) and records of all meetings of the directors shall be kept in Massachusetts at the principal office of the Association, or at an office of the Clerk or the resident agent of the Association. Said copies and records need not all be kept in the same office.
Section 1.6 Seal. The board of directors may adopt, alter or discontinue at its pleasure a corporate seal.
Section 1.7 Annual meeting. The membership of the Association will hold a meeting annually on the first Friday in October. In the event that the annual meeting is not held on such date, a special meeting in lieu of the annual meeting may be held on such other date and time as determined by the board of directors with all the force and effect of an annual meeting. The president of the Association shall be the chairman of the annual meeting and determine the rules of conduct for the meeting subject to the approval of the board of directors. At least ten (1) regular members attending shall constitute a quorum for the purpose of electing directors, receiving reports from the president, secretary and treasurer and reviewing the affairs of the Association.
Article II
Membership
Section 2.1 Application for Membership. Application for membership must be made in writing to the Association upon forms approved by the board of directors. The board shall issue a certificate of membership which shall entitle the member to all the privileges of membership (described below). Said certificate of membership may be cancelled upon a vote of a majority of the board of directors for the violation of the Association’s bylaws or other written rules of the Association or in cases where a member conducts him or herself so as to make his or her continued participation in the Association undesirable for purposes of maintaining its character and reputation.
Membership in the Association is a privilege. Any application for membership may be rejected by the board of directors for any cause deemed, in the board of directors’ sole judgment, to be detrimental to the stated interests of the Association, its programs, policies or purposes.
Section 2.2 Classes of Membership. There shall be three (3) classes of membership in the Association: regular, junior and honorary.
Section 2.3 Regular Memberships. Regular memberships may be granted by the board of directors to individuals or entities (partnerships, Associations, limited liability companies or other similar organization) who share an interest in the purposes of the Association. Regular members shall be assessed annual dues in the amount determined from time to time by the board of directors. Each such member shall have one vote in the affairs of the Association. Only regular members may be elected directors or officers of the Association.
Section 2.4 Junior Memberships. Junior memberships may be granted to individuals under 21 years of age who share an interest in the purposes of the Association. Junior members shall be assessed annual dues in the amount determined from time to time by the board of directors. A Junior Membership may be converted to a Regular Membership upon (a) the member reaching 21 years of age and (b) the payment of Regular Membership annual dues. In no case shall junior members have a right to vote in connection with the management of the affairs of the Association.
Section 2.5 Honorary Membership. Honorary members of the Association may be designated from time to time by the board of directors. Honorary members shall not be assessed annual dues. In no case shall honorary members have a right to vote in the affairs of the Association.
Article III
Directors
Section 3.1 Board of Directors. All corporate powers shall be exercised by or under the authority of the board of directors. The business and affairs of the Association shall be managed under the direction of the board of directors.
Section 3.2 Provisional Board of Directors. For the sole purpose of chartering and organizing the Association and enrolling members, Gearld Fry, Ridgeway Shinn and David Schoumacher shall serve as a Provisional Board of Directors of the Association. The provisional board shall be dissolved at such time as directors are elected by a vote of the regular members, assemble and assume office and responsibility.
Section 3.3 Number, Tenure and Qualifications of the Directors. The authorized number of directors shall be determined by a vote of a majority of the board of directors and in no case shall be less than seven (7) or more than fifteen (15). Directors shall serve staggered three (3) year terms, determined by lot and shall be elected at the annual meeting of the membership. Directors need not be residents of The Commonwealth of Massachusetts.
Section 3.4 Vacancies. If a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors, a vote of at least two thirds of the board of directors then in office shall fill the vacancy and determine the term of office in such manner as to assure compliance with Section 3.3.
Section 3.5 Powers. All corporate powers shall be exercised by or under the authority of the board of directors, except as limited by law, the Articles of Organization or these Bylaws. The board of directors shall have and is vested with all and unlimited powers and authorities to direct the property, affairs and activities of the Association, to determine the policies and rules of the Association and to seek the fulfillment of the Association’s purposes; provided, however, that board of directors shall not authorize any activity not permitted by M.G.L. c. 180. Nor shall the Association conduct any activities not permitted under Section 501(c)(5) of the Internal Revenue Code of 1986, as amended (the “Code”), or Treasury Regulations promulgated thereunder, in effect currently or as may hereafter be amended.
Section 3.6 Committees. There shall be three standing committees of the Organization, executive, elections and promotions, the members of which shall be appointed annually by the president of the Association with the written concurrence of at least a majority of the directors then serving as such. In addition, the president may appoint other committees for special purposes.
(a) The executive committee shall be chaired by the president and include two other members of the board. It shall have the authority of the board in the management of the Association during those times when it is not practicable to assemble at least two-thirds of all the directors then serving. The executive committee shall supervise the daily affairs of the Association and be responsible for its finances. The executive committee shall report in writing any actions taken by it to the board of directors no later than at its next regular or special meeting.
(b) The elections committee shall be chaired by the president and include at least one other member of the board and a representative of the general membership. The elections committee shall propose nominees for the board and develop and supervise election procedures. No member of the elections committee may be standing for office in the forthcoming election.
(c) The promotions committee shall be chaired by the president who may appoint members from the board as well as the general membership to the committee. The promotions committee will design programs and promotional material to further the purposes of the Association.
Section 3.7 Meetings. A meeting of the board of directors shall be held in conjunction with the annual meeting of the membership. A quorum shall be considered a majority of the then serving members of the board. An absent director may submit a proxy to achieve a quorum or to vote on a pending question, providing that the proxy must be in writing, dated and be specific in its stated purpose.
Section 3.8 Special Meetings. Special meetings of the board of directors may be held at the call of the president of the Association or by petition of a majority of the board. The board of directors or a committee of the board may participate in a meeting of the board or committee meeting by conference telephone or similar communications equipment wherein all members can here each other at all times.
Section 3.9 Remuneration. Directors may not receive remuneration for their duties as director or as an officer of the Association. Directors may be reimbursed for expenses at the discretion of the Executive Committee of the board.
Section 3.10 Removal. A director may be removed without cause by a two-thirds vote of the board of directors.
Article IV
Officers
Section 4.1 Number of Officers. The officers of the Association shall be president, vice-president, secretary and treasurer elected by and from the board of directors. Where appropriate, the secretary shall be denominated the clerk. The same individual may simultaneously hold more than one office in the Association.
Section 4.2 Term of Office. The board of directors may appoint and remove an officer or agent of the Association as it deems necessary. A board’s appointment of an officer or agent shall not of itself create contract rights.
Section 4.3 The President. The president shall be the principal executive officer under the control of the board of directors, and shall in general oversee, in good faith, the affairs of the Association. The president shall, when present, preside at all meetings of the members and board of directors. The president may appoint the members of standing and special committees, sign contracts and board-authorized instruments, and authorize the expenditure of funds for a purpose specifically addressed in the budget approved for the current fiscal year.
Section 4.4 The Vice-President. The vice-president shall perform, in good faith, the president’s duties if the president is absent or is unable to act. The vice-president shall perform any other duties that the president or board assigns to the vice-president.
Section 4.5 The Secretary. The secretary shall be the Clerk for all statutory purposes in The Commonwealth of Massachusetts and shall in good faith: (1) create and maintain one or more books for the minutes of the proceedings of the board of directors and general membership; (2) provide that all notices are served as required by law; (3) be custodian of the Association records; (4) keep a current register of the post office address of each director and officer; (5) enroll members and maintain membership records; (6) maintain his or her status as a resident in The Commonwealth of Massachusetts; and (7) in general perform all duties incident to the office of secretary and other duties that the president or the board may assign to the secretary.
Section 4.6 The Treasurer. The treasurer shall: (1) have charge and custody of and be responsible for all funds and securities of the Association; (2) receive and give receipts for moneys due and payable to the Association from any source, and deposit all moneys in the Association’s name in banks or other depositories that board shall select; (3) submit the books and records of the Association to the Executive Committee of the board of directors as it may from time to time direct; and (4) in general perform all of the duties incident to the office of treasurer and any other duties that the president or may assign to the treasurer.
Section 4.7 Loans to or Guarantees for Officers. The Association shall not lend money to or guarantee the obligation of an officer of the Association.
Article V
5.1 Indemnification
The Association shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as a director or officer of the Association or of any of its subsidiaries 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 any 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 he or she is successful on the merits, the proceeding was authorized by the Association or the proceeding seeks a declaratory judgment regarding his or her own conduct); provided, however, that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been fully adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Association; 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 Association, which approval shall not be unreasonably withheld, or by a court of competent jurisdiction. Such indemnification shall include payment by the Association of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he or she shall be adjudicated to be not entitled to indemnification under this 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 his or her action was in the best interests of the Association, if he or she acted in good faith in the reasonable belief that his action was in the best interests of the such subsidiary or organization, or of the participants or beneficiaries of, or other persons with interests in, such subsidiary or organization to whom he had a fiduciary duty.
Where indemnification hereunder requires authorization or approval by the Association, such authorization or approval shall be conclusively deemed to have been obtained, and in any case where a director of the Association approves the payment of indemnification, such director shall be wholly protected if:
(a) the payment has been approved or ratified (1) by a majority vote of a quorum of the directors consisting of persons who are not at the time parties to the proceeding, or (2) by a majority vote of a committee of one or more directors who are not at the time parties to the proceeding and are selected for this purpose by the full board (in which selected directors who are parties may participate); or
(b) the action is taken in reliance upon the opinion of independent legal counsel (who may be counsel to the Association appointed for this purpose by vote of the directors or in the manner specified in clauses (1) or (2) of subparagraph (a)); or
(c) the payment is approved by a court of competent jurisdiction; or
(d) the directors have otherwise acted in accordance with the applicable legal standard of conduct.
Any indemnification or advance of expenses under this section shall be paid promptly, and in any event within thirty (30) days, after the receipt by the Association of a written request therefor from the person to be indemnified, unless with respect to a claim for indemnification the Association shall have determined that the person is not entitled to indemnification. If the Association denies the request or if payment is not made within such thirty (30) day period, the person seeking to be indemnified may at any time thereafter seek to enforce his or her rights hereunder in a court of competent jurisdiction and, if successful in whole or in part, he or she 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 Association.
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 the 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 Association, apply to the directors, officers and other persons associated with constituent entities that have been merged into or consolidated with the Association who would have been entitled to indemnification hereunder had they served in such capacity with or at the request of the Association.
The right of indemnification under this section shall be in addition to and not exclusive of all other rights to which such director, officer or other persons may be entitled. Nothing contained in this section shall affect any rights to indemnification to which the Association’s employees or agents, other than directors, officers and other persons entitled to indemnification hereunder, may be entitled by contract or otherwise by law.
Article VI
Dissolution
6.1 Statutory Dissolution. The Association may, by a vote of a majority of its regular members, authorize a petition for its dissolution to be filed in the supreme judicial or superior court in accordance with M.G.L. c. 180, section 11.
6.2 Termination of Existence. The Association may wind up its business affairs and terminate its corporate existence by causing or consenting to a merger of itself with and into a Massachusetts Business Corporation (as the surviving entity) organized under Chapter 156 D of the Massachusetts General Laws, as the same may hereafter be amended.
Article VII
Amendments
7.1 Amendments. These bylaws may be amended, altered, repealed or enhanced by an affirmative vote of a simple majority of the entire board of directors.
7.2 Limitation on Amendments. Notwithstanding Section 7.1, no amendment shall authorize or permit the Association to be operated other than exclusively for such purposes as will permit the Association to continue to qualify as an organization described as exempt from federal income taxation under Section 501(c)(5) of the Code.
