|
BY-LAWS Amended 10/30/98 ARTICLE
I:
NAME AND PURPOSE Section 1.1.
Name. The name of the Society shall be The Thoreau Society, Inc. Section 1.2.
Purpose. The purpose of the Society shall be to honor Henry David Thoreau by stimulating interest in and fostering education about his life, works, and philosophy and his place in his world and ours, by coordinating research on his life and writings, by acting as a repository for Thoreauviana and material relevant to Henry David Thoreau, and by advocating for the preservation of Thoreau country. ARTICLE
II:
MEMBERS OF THE SOCIETY Section 2.1.
Membership. The membership of the Society shall be
composed of persons or institutions interested in Henry David Thoreau who
shall apply for membership and continue to pay annual dues or subscribe to
a lifetime membership in the Society. Section 2.2.
Dues. Dues of the Society shall be set from
time to time by the Board of Directors (the "Board"). ARTICLE
III:
MEETINGS OF THE MEMBERS Section 3.1.
Annual General Meeting. The Annual General Meeting of the
membership of the Society (the “Annual General Meeting”) shall be held
each year in Concord, Massachusetts (unless the Board shall otherwise
decide), on the Saturday nearest the birthday of Henry David Thoreau, the
date, hour, and place of meeting to be determined by the Board and
published in the Society's periodical. Section 3.2.
Special Meetings. Special meetings of the membership may
be called upon the petition of one hundred (100) members, or upon the
recommendation of the Board, and may be held at such place as the
President may determine within or without the Commonwealth of
Massachusetts. Section 3.3.
Notice of Meetings. A written notice of any annual or
special meeting of the membership, stating the place, day, hour, and
purposes thereof, and summarizing generally the business expected to be
conducted at such meeting shall be given by the Clerk, or by a person
designated by the Board, or by the person or persons calling such meeting,
at least twenty-one (21) days before the date of the meeting by
distribution to members in the manner set forth in Section 4.3 hereof.
Whenever notice of a meeting is required to be given to a member
under any provision of law, or of these by-laws, a written waiver thereof,
executed before or after the meeting by such member, in person or by an
attorney thereunto duly authorized, and filed with the records of the
meeting, shall be deemed equivalent to such notice.
The attendance of a member at any meeting shall constitute a waiver
of notice of such meeting, except where a member attends a meeting for the
express purpose of objecting to the transaction of any business because he
or she alleges the meeting was not lawfully called or convened. Section 3.4 Quorum. At all meetings, a quorum shall consist
of the members present in person, but in no event less than fifty (50). ARTICLE
IV:
NOMINATIONS AND ELECTIONS Section 4.1.
Committee on Nominations and Elections. Section 4.2.
Manner of Voting. Notwithstanding anything to the
contrary in these by-laws, in order to permit members to participate in
the affairs of the Society as widely as possible, members shall cast votes
only by mail ballot, and all matters involving a vote by members,
including but not limited to elections for directors and officers,
modifications to these by-laws, and modifications to the Articles of
Organization, shall be conducted only by mail ballot and in no other
manner. A majority of the
votes properly cast by mail ballot upon any question shall decide the
question unless the matter is one which, by express provision of law or of
these by-laws, requires a vote other than majority vote, in which case the
proportion required by such express provision shall govern. Section 4.3.
Manner of Distribution of Information and Ballots to Members.
All calls for nominations, ballots, and
other information regarding nominations and elections required to be
distributed to members shall be mailed or published in one of the
Society's publications, and the terms “distributed to members” and
“distribution to members” as used in these by-laws shall mean mailed
or published in one of the Society's publications.
The words “mail” and “mailed” shall mean mailed by any form
of mail (which may include bulk mail) or delivered. Section 4.4.
Requirements for Nomination. All candidates must be members of the
Society in good standing. Each
candidate shall agree to assume the responsibilities of the position he or
she seeks, including participation at all meetings and such other
activities as are appropriate for Board members and officers, including
fund-raising. A brief biography, a written expression of willingness to
serve, a statement of qualifications, and a personal statement of the
candidate's vision for the future of the Society (collectively, the
“Candidate Statements”) shall be supplied by each candidate not later
than the Nomination Date (as defined in Section 4.5 hereof).
If the Candidate Statements for any candidate are not received by
the Committee by the Nomination Date, the name of that candidate shall not
appear on the ballot. Candidate
Statements shall be distributed to members with the ballot.
Any response to a call for nominations which has not been received
at least ten (10) days prior to the Nomination Date shall be deemed
invalid and disregarded.
Section 4.5.
Nominations; Nomination Date.
After the Board fixes the number of
Directors as set forth in Section 5.2 the Committee on Nominations and
Elections shall issue a call for nominations for persons to serve (i) as
Board members, (ii) as Officers, and (iii) on the next year’s Committee
on Nominations and Elections. Such
call shall be distributed to members at least ninety (90) days prior to
the Nomination Date. The Committee on Nominations and Elections shall prepare a
slate of candidates, which shall consist of one person for each seat
available on the Board, for each office, and on the next year’s
Committee on Nominations and Elections.
Such slate shall be completed in writing by the Nomination Date,
which date shall be set by the Board but which shall be at least sixty
(60) days prior to the Ballot Date. If
the Board does not set the Nomination Date, the Nomination Date shall be
the date which is sixty (60) days prior to the Ballot Date.
Section 4.6.
Ballots; Record Date.
Ballots shall be distributed to each
member at his or her address as recorded on the books of the Society as of
the Record Date, which shall be set by the Board but which shall be not
later than the date on which the ballots are distributed to members. If the Board does not set the Record Date, the Record Date
shall be the date on which the ballots are distributed. The Ballot shall contain the slate selected by the Committee
on Nominations and Elections, along with each candidate's Candidate
Statements, and shall contain at least one open line for each position for
a write-in vote. Members shall elect the Directors and
Officers and three (3) members of the Committee on Nominations and
Elections by ballot mailed or delivered to the principal office of the
Society (or such other place as the Board shall specify) by the Ballot
Date, which shall be set by the Board, but which shall be not less than
twenty-one (21) days after the ballots have been distributed to members.
If the Board does not set the Ballot Date, the Ballot Date shall be
the twenty-first (21st) day after the ballots have been distributed to
members . The Committee on
Nominations and Elections and the Board shall take care to conduct the
election process in accordance with the procedures set forth in this
Article IV so that the results of the election can be announced at the
Society's Annual General Meeting. Voting
shall be conducted only by mail ballot as set forth in Subsection 4.3.
Ballots which have not been received by the Society on or prior to
the Ballot Date shall be deemed invalid, and shall be disregarded.
A plurality of the votes cast for any person shall elect that
person to the Board. If the
number of candidates exceeds the number of Directors fixed by the Board
(as the result of write-in ballots), then those nominees receiving the
fewest votes shall be dropped until the number of Directors elected is
equal to the number fixed by the Board.
Section 4.8.
Number of Votes. Each member shall have one (1) vote,
except that if two (2) or more persons join under a family membership then
offered by the Society, each of two (2) persons (but in no event more than
two (2) persons) designated as a member of such family for purposes of
such family membership shall have one (1) vote.
Except as set forth in the preceding sentence with respect to
family memberships, no membership designation shall permit more than one
(1) vote per member or membership. Only
members who are natural persons shall be permitted to vote; institutional
members shall not be entitled to vote. ARTICLE
V:
BOARD OF DIRECTORS
The Board shall have the general
management and control of all the property, affairs, and funds of the
Society and shall exercise all the powers of the Society except such as
are expressly reserved to the membership by law, or by these by-laws.
All officers and agents of the Society shall act under the
direction of the Board. No
delegation of authority by the Board to any officer, agent, employee or
committee shall preclude the Board from exercising its authority
hereunder, and the Board may rescind any such delegation of authority at
any time, except that any rescission of the authority of the Executive
Committee shall be effective prospectively only.
Section 5.2.
Number, Tenure and Qualifications. The number of Directors on the Board
shall be not less than ten (10) nor more than twenty (20). The number of Directors shall be fixed from time to time by
the Board and the number so fixed shall comprise the entire Board.
Each Director shall hold office until his or her successor shall
have been duly elected and shall have qualified or until his or her death
or until he or she shall resign. Directors need not be residents of the Commonwealth of
Massachusetts. Section 5.3.
Election and Tenure; Staggered Terms The terms of
members of the Board shall be staggered.
Should terms become synchronized, the Board shall initiate action
to re-establish staggered terms by varying the lengths of terms in a given
election as necessary. Section 5.4.
Term of Office. The term of office of a Director shall
begin at the commencement of the first Board meeting (the term
“meeting” shall include any meeting conducted pursuant to Sections
7.1, 7.2, 7.3, 7.8, or 7.9 hereof) following his or her election, and his
or her term shall end on the day on which the term of his or her successor
begins. The term of office of
a Director shall be three (3) years.
No Director shall be elected to serve for more than two (2)
successive terms, but fractional terms shall not be counted in applying
the foregoing limitation. Once
a Director has ceased to serve on the Board for a period of twelve (12)
consecutive months, he or she shall be eligible for re-election.
A person elected as President, a Vice-President, Chairman of the
Executive Committee, Treasurer, an Assistant Treasurer, Clerk or an
Assistant Clerk shall, ipso facto, be deemed to be elected to the Board for a term
co-terminus with his or her term as such officer, and during his or her
term as Director, the term limits set forth in this section shall not
apply to him or her. The past
president shall, by virtue of his or her status as past president, be a
member of the Board for a one (1) year term next following the expiration
of his or her term of office as president, and he or she may thereafter be
elected to the Board in the same manner as any other person. In the case of any vacancy on the Board
through death, resignation, disqualification or other cause, the remaining
Directors by an affirmative vote of a majority thereof may elect a
successor to hold office until the next election and qualification of a
successor. A Director so
elected to fill such vacancy by the Board shall hold office only until the
next election, at which time a successor shall be elected to fill such
vacancy for the remainder of the unexpired term, if any. Section 5.6.
Executive Committee. The Board shall annually appoint from
among themselves an Executive Committee consisting of not less than three
(3) nor more than five (5) members, not including members appointed to the
Executive Committee in accordance with the next paragraph. Members of the Executive Committee shall serve for a term of
one (1) year and may serve without limit all successive one (1) year terms
to which they are appointed. Any
vacancy in the Executive Committee shall be filled by the Board. The Board shall elect the Chairman of the Executive
Committee. Members and the
Chairman must be members of the Board.
The Executive Committee shall have all of the power and authority
of the Board, and shall have the right to take any action which the Board
could take. The Executive
Committee shall report its activities to the Board periodically, but in
any event, prior to the next meeting of the Board.
A majority of the members of the Executive Committee then in office
shall constitute a quorum for the transaction of business and the action
of a majority of the members of the Executive Committee present at a
meeting at which a quorum is present shall be the action of the Executive
Committee, except as may otherwise be specifically required by statute or
these by-laws. The Executive Committee shall have the
right to elect, as a member of the Executive Committee, any member of the
Board who may be present at a meeting of the Executive Committee. The term of such Director shall be coterminous with the
meeting (including any adjournments thereof) at which he or she was
elected a member of the Executive Committee, but he or she may be
reelected in the same manner any number of times. If and when all of the members of the
Executive Committee shall severally or collectively consent in writing to
any action to be taken by the Executive Committee either before or after
the action is taken, such action shall be as valid an action of the
Executive Committee as though it had been authorized at a meeting of the
Executive Committee and the written consent shall be filed with the
minutes of the proceedings of the Executive Committee. A member of the Executive Committee may
participate in a meeting of the Executive Committee 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, if all participants are advised of the communications equipment, and
the names of the participants are divulged to all participants.
Participation in a meeting pursuant to this paragraph constitutes
presence in person at the meeting. Section 5.7.
Removal. After notice and an opportunity to be
heard as set forth in Article XV, a Director may be removed only for cause
by a vote of (i) at least two‑thirds (2/3) of all Directors then in
office, or (ii) mail ballot of at least two-thirds (2/3) of the votes of
members voting, but in no event shall the number of members voting for
removal be less than one hundred (100) members.
Such action, if by the Directors, shall be taken at a regular
meeting of the Board or at a special meeting called for such purpose, and
the proposed removal shall be set forth in the notice of any such regular
or special meeting, sent at least ten (10) days prior thereto.
Such action, if by the members, shall be taken only by mail ballot
and the proposed removal shall be set forth in the distribution of ballots
to members at least twenty-one (21) days prior to the date established by
the Board of Directors as the due date for ballots to be returned to the
Society's office. Section 5.8.
Compensation.
Directors shall not be compensated for
their services as Directors, provided that nothing herein contained shall
be construed to preclude any Director from serving the Society in any
other capacity and receiving reasonable compensation therefor.
With the authorization of the Board, Directors may be reimbursed
for out-of-pocket expenses incurred by them on behalf of the Society. ARTICLE
VI:
HONORARY BOARD OF DIRECTORS Section 6.1.
Composition. There shall be an Honorary Board of
Directors which shall be composed of natural persons who have made
significant contributions to Thoreau scholarship, or have stimulated
interest in his life, works or philosophy, or have who have otherwise
served the Society. Section 6.2.
Election and Tenure. Honorary Directors shall be nominated
by the Committee on Nominations and Elections, who shall state in a
writing distributed to the members the reasons for such nominations.
Members shall vote for Honorary Directors, if any are nominated, by
mail ballot at the time of Board elections.
Those nominees receiving a majority of the votes cast shall be
declared duly elected. The
term of office of any Honorary Director shall continue as long as the
Honorary Director shall maintain an interest in the purposes and work of
the Society and shall convey that interest to the Society, or until his or
her death or resignation. The
names of all members of the Honorary Board shall be perpetually maintained
in a book kept for that purpose at the principal office of the Society,
and the names of all members of the Honorary Board, past and present,
shall be kept on a plaque erected at the principal office of the Society. Members of the Honorary Board shall be entitled to
receive minutes of the meetings of the Board, but shall not vote as
Directors. ARTICLE
VII:
MEETINGS OF THE BOARD OF DIRECTORS Section 7.1.
Annual Meeting. The July meeting of the Directors of
the Society shall be held in Concord, Massachusetts (unless the Board
shall otherwise decide) within five (5) days of the Annual General Meeting
of the membership, the date, hour, and place of meeting to be determined
by the Board. Section 7.2.
Regular Meetings. Regular meetings of the Board may be
held at such time and at such places within or without the Commonwealth of
Massachusetts as may from time to time be determined by resolution of the
Board, which resolution may authorize the President to fix the specific
date and place of each of such regular meetings, in which case notice of
the time and place of such regular meetings shall be given in the manner
herein provided. There shall be not less than six (6)
meetings of the Board each year, including the annual meeting, of which
not more than four (4) meetings shall be conducted in accordance with
Sections 7.8 and/or 7.9 of these by-laws. Section 7.3.
Special Meetings. Special meetings of the Directors may
be called by the President, and shall be called by the President or Clerk
at the direction of not less than two Directors then in office, or as may
otherwise be provided by law. Such
meetings shall be held at any place within or without the Commonwealth of
Massachusetts. Any request
for such meeting shall state the purpose or purposes of the proposed
meeting. Section 7.4.
Notice. Notice of the regular annual meeting
and any special meeting of the Board shall be given at least ten (10) days
previous thereto by written notice to each Director at his or her address
as shown by the records of the Society.
If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail in a sealed envelope so addressed,
with postage thereon prepaid. Notice
of the regular annual meeting or any special meeting of the Board may be
waived in a writing signed by the person or persons entitled to the notice
either before or after the time of the meeting.
The attendance of a Director at any meeting shall constitute a
waiver of notice of such meeting, except where a Director attends a
meeting for the express purpose of objecting to the transaction of any
business because he or she alleges the meeting was not lawfully called or
convened. Neither the
business to be transacted at, nor the purpose of, any regular or special
meeting of the Board need be specified in the notice or waiver of notice
of such meeting, unless specifically required by law or by these by-laws. Section 7.5.
Quorum. One-third (1/3) of the Directors then
in office shall constitute a quorum for the transaction of business, and
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, except as action by a
majority of the Directors then in office may be specifically required by
statute or other sections of these by-laws. Section 7.6.
Conduct of Meetings. Meetings of the Directors shall be
presided over by the President. The
Clerk or an Assistant Clerk of the Society or, in their absence, a person
chosen at the meeting shall act as Clerk of the meeting. Section 7.7.
Action by Unanimous Written Consent. If and when all of the Directors shall
severally or collectively consent in writing to any action to be taken by
the Society either before or after the action is taken, such action shall
be as valid a corporate action as though it had been authorized at a
meeting of the Directors and the written consent shall be filed with the
minutes of the proceedings of the Board.
Section 7.8.
Telephonic Conferences. Members of the Board (or a committee
appointed thereby) may participate in a meeting 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, if all participants are advised of the communications equipment, and
the names of the participants in the conference are divulged to all
participants. Participation
in a meeting pursuant to this Section 7.8 constitutes presence in person
at the meeting. Section 7.9.
Electronic Mail Conferences. If permitted by Massachusetts law,
members of the Board (or a committee appointed thereby, including but not
limited to the Executive Committee) may participate in a meeting of
Directors by means of electronic mail or similar means of technology by
which all persons participating in the meeting can communicate with each
other, and such communication need not be simultaneous.
Participation in a meeting pursuant to this Section 7.9 constitutes
presence in person at the meeting. In
the event that the provisions of this Section 7.9 shall be held invalid by
any court of competent jurisdiction, the remainder of these by-laws shall
not be thereby deemed to be invalid, and the action taken at any meeting
conducted pursuant to this Section 7.9 may be submitted in writing to the
Board for their action. Section 7.10.
General Powers as to Negotiable Paper. The Board shall, from time to time,
prescribe the manner of signature or endorsement of checks, drafts, notes,
acceptances, bills of exchange, obligations and other negotiable paper or
other instruments for the payment of money and designate the officer or
officers, and/or agent or agents, who shall from time to time be
authorized to make, sign or endorse the same on behalf of the Society. Section 7.11.
Powers as to Other Documents. The Board may authorize any officer or
officers, and/or agent or agents, to enter into any contract or execute or
deliver any conveyance or other instrument in the name of the Society, and
such authority may be general or confined to specific instances. When the execution of any contract, conveyance, or other
instrument has been authorized by the Board without specification of the
officers authorized to execute, the same may be executed on behalf of the
Society by the President or any Vice President, and by the Clerk, an
Assistant Clerk, the Treasurer, or an Assistant Treasurer. Section 7.12
Contracts; Representations. Whenever there shall be occasion for
the Society to conduct negotiations, make contracts, or represent the
Society before any outside body or group, such negotiations, contracts and
representation shall be conducted only by one or more persons who have
been expressly appointed in writing to do so by the Board, or the
Executive Committee, or by the President.
No member shall conduct any negotiations on behalf of the Society,
purport to make contracts binding upon the Society or represent the
Society to third parties unless expressly authorized in writing to do so
by the Board or by the Executive Committee or by the President.
ARTICLE
VIII:
OFFICERS Section 8.1.
Officers. The officers of the Society shall be a
President, a Chairman of the Executive Committee, one or more Vice
Presidents, a Clerk, a Treasurer, an Agent (if the Directors shall appoint
one), and such Assistant Treasurers and Assistant Clerks, or other
officers as may be elected or appointed in such manner as the Board may
from time to time direct. Other
offices may be created and officers appointed thereto by the Board.
Officers whose authority and duties are not prescribed in these
by-laws shall have the authority to perform the duties prescribed, from
time to time, by the Board or the Executive Committee. The term of office of an officer shall
begin at the commencement of the first Board meeting (the term
“meeting” shall include any meeting conducted pursuant to Sections
7.1, 7.2, 7.3, 7.8 or 7.9 hereof) following his or her election, and his
or her term shall end on the day on which his or her successor is elected.
Officers shall hold office for two (2) years and until their
successors are elected and qualified, unless they shall sooner die or
resign. No person shall serve
as President for more than three (3) successive two (2) year terms, but
there shall be no term limits with respect to any other offices.
Section 8.3.
Qualifications. Only members of the Board shall be
eligible to be elected President, Treasurer or Clerk.
The Executive Director, or any employee with the duties of an
Executive Director, if any, shall not be a member of the Board. Unless the Society shall have a duly appointed resident
agent, the Clerk shall be a resident of the Commonwealth of Massachusetts.
The same person may hold more than one office, except that (i)
neither the President nor the Chairman of the Executive Committee shall
hold the office of either Treasurer or Clerk, and (ii) the same person
shall not hold the office of President and Chairman of the Executive
Committee at the same time. Section 8.4.
Vacancies. A vacancy in any office, however
caused, may be filled by vote of the Directors at any meeting, such person
to serve until the next election. Section 8.5.
Compensation. No officer of the Society, except the
Executive Director shall receive compensation for his or her service as
such officer. With the
authorization of the Board, officers may be reimbursed for out-of-pocket
expenses incurred by them on behalf of the Society. Section 8.6.
Removal. After notice and an opportunity to be
heard as set forth in Article XV, an officer may be removed only for cause
by vote of (i) at least two-thirds (2/3) of all Directors then in office,
or (ii) mail ballot of at least two-thirds (2/3) of the votes of members
voting, but in no event shall the members voting for removal be less than
one hundred (100). Such
action, if by the Directors, shall be taken at a regular meeting of the
Board, or at a special meeting called for such purpose, and the proposed
removal shall be set forth in the notice of any such regular or special
meeting, sent at least ten (10) days prior thereto.
Such action, if by the members, shall be taken only by mail ballot,
and the proposed removal shall be set forth in the mailing of ballots to
members or published in the Society's periodical at least twenty-one (21)
days prior to the date established by the Board of Directors as the due
date for ballots to be returned to the Society's office.
Such removal shall be without prejudice to the contract rights, if
any, of the person so removed. Section 8.7.
President. The President shall be the Chief
Executive Officer of the Society. Subject
to the direction and control of the Board, he or she shall be in charge of
the business and affairs of the Society; he or she shall see that the
resolutions and directives of the Board are carried into effect except in
those instances in which responsibility is assigned to some other person
by the Board; and, in general, he or she shall discharge all duties
incident to the office of President and such other duties as may be
prescribed by the Board. The
President shall recommend policies for consideration by the Board and
shall serve, or shall designate a representative to serve, ex-officio, on
each committee of the Society. The
term "ex-officio" as used in these by-laws shall mean "by
reason of the office" and a person holding office or designated to
serve ex-officio shall have full voting power and shall be counted in
determining the presence of a quorum.
The President, if present, shall preside at all meetings of the
membership and the Board and, except (i) for the Executive Committee, (ii)
as set forth in Section 4.1, and (iii) as provided by vote of the Board,
shall appoint such standing and other committees not otherwise provided
for herein as may be deemed advisable, shall appoint the chairmen thereof,
and shall fill vacancies therein. Section 8.8.
Chairman of the Executive Committee. The Chairman of the Executive Committee
shall preside at all meetings of the Executive Committee. Section 8.9.
Vice Presidents. The Board may appoint one or more Vice
Presidents. A Vice-President
(in the order designated by the Board or, lacking such designation, by the
President), shall, in the absence or disability of the President, perform
the duties and exercise the powers of the President and shall perform such
other duties as the Board shall prescribe. Section 8.10.
Clerk. The Clerk shall attend all meetings of
the Board and record all votes and the minutes of all proceedings.
He or she shall give, or cause to be given, notice of all meetings
of the Directors for which notice may be required, and shall perform such
other duties as may be prescribed by the Directors, under whose
supervision he or she shall act. Section 8.11.
Treasurer. The Treasurer shall have custody of the
funds and securities of the Society and shall keep or cause to be kept
full and accurate accounts of receipts and disbursements in books
belonging to the Society and shall deposit all monies and other valuable
effects in the name and to the credit of the Society in such depositories
as may be designated by the Directors.
He or she shall disburse the funds of the Society as may be ordered
by the Directors, taking proper vouchers for such disbursements, and shall
render to the President and Directors, at the regular meetings of the
Directors, or whenever they may require it, an account of all his or her
transactions as Treasurer of the Society.
If required by the Directors, he or she shall give the Society a
bond in such sum and with such surety or sureties as shall be satisfactory
to the Directors for the faithful performance of the duties of his or her
office and for the restoration to the Society (in case of his or her
death, resignation, or removal from office) of all books, papers,
vouchers, money and other property of whatever kind in his or her
possession or under his or her control belonging to the Society. All of the books of account kept or caused to be kept by the
Treasurer shall be open at all times to the inspection of any Director or
member. The Treasurer shall
be responsible for the safekeeping of all investments and funds of the
Society, which funds and investments shall be held in such depository or
depositories as the Board shall select.
The securities of the Society, or any of them, may be held in the
name of a nominee if the Board approves of such method of registration,
and the Treasurer shall not be liable for any loss arising from such
registration. If the Board so
determines, the Treasurer shall have power to sell and to endorse or
assign for transfer any securities standing in the name of the Society and
to authorize the sale or transfers of securities held in a name of a
nominee. Section 8.12.
Agent. The Board shall have the right, but not
the obligation, to appoint an Agent, with such duties as the Board shall
prescribe. The Assistant Clerks and the Assistant
Treasurers (if elected) respectively (in the order designated by the
Directors or, lacking such designation, by the President), in the absence
of the Clerk or Treasurer, as the case may be, shall perform the duties
and exercise the powers of the Clerk or Treasurer and shall perform such
other duties as the Directors shall prescribe. ARTICLE
IX:
SPONSORS, BENEFACTORS, FRIENDS Section 9.1.
Sponsors, Benefactors, Friends, Etc. The Board may, at any time and from
time to time, provide for classes of contributors to the Society as it
shall deem appropriate and shall designate such classes as sponsors,
benefactors, friends or otherwise. The
Board, in its discretion, shall establish the requirements for initial and
continuing membership in any classes of contributors and shall determine
the rights and privileges which any class of contributors shall enjoy.
ARTICLE
X:
COMMITTEES Section 10.1.
Committees. (b)
The Committee on Nominations and Elections' membership and
responsibilities shall be as set forth in Article IV hereof. (c)
There shall be a Standing Committee, a Collections Committee, a
Publications Committee, a Membership and Development Committee, and an
Annual Gathering Committee. The
Standing Committee shall be responsible for monitoring and enforcing the
Society's fifty (50) year lease of its collections to the ISIS Fund, Inc.,
deposited in the Thoreau Institute under the provisions of said lease, and
overseeing (subject to the direction of the Board) the Society's
collections in the Thoreau Institute and elsewhere.
The Collections Committee shall assist the Standing Committee.
The Publications Committee shall be responsible for the Society's
Publications program. The
Membership and Development Committee shall be responsible for the
Society's fundraising and membership activities.
The Annual Gathering Committee shall plan the Annual Gathering.
The President shall appoint the committees enumerated in this
Subsection (c). The Board
shall set the policies to be followed, and may modify or veto any action
taken by any committee enumerated in this Subsection (c).
Members of the Standing Committee must be members of the Board;
members of other committees enumerated in this Subsection (c) may, but
need not, be members of the Board. The Friends of Walden Pond Committee will aid and promote management programs and activities jointly developed by the Massachusetts Department of Environmental Management (the “DEM”) and The Thoreau Society for the Walden Pond State Reservation (the “Park”), including public education, environmental conservation, and physical improvements, for which no government funds are available, and will support DEM’s mission to balance resource protection and enhancement with public use and enjoyment at Walden Pond (collectively, the “Park Programs and Activities”). The Society will deposit in a separate
account any funds specifically donated to or raised by the Society
expressly for the Park Programs and Activities.
The Friends of Walden Pond Committee will advise the Executive
Director on the allocation of these funds. (d)
There shall be such other committees and with such powers as may
from time to time be determined by the President with the concurrence of
the Board. Members of such
committees may, but need not, be members of the Board. Section 10.2.
General Provisions Relating to Committees. Each committee shall keep written
minutes of its meetings which shall be current, dated, signed and
delivered to the Clerk to be kept with the records of the Society.
A committee may adopt such rules and regulations concerning the
conduct of its affairs as it may from time to time determine to be
desirable. Committees shall
hold meetings at such times and places as they may determine.
Notice of any regular meeting of a committee need not be given, but
notice of any special meeting of a committee shall be given at least seven
(7) days in advance in person, by telephone, or mail. A member of any committee shall for all purposes be deemed to
have received due notice if present at such meeting or if such member in
writing waives notice thereof before or after the meeting, in writing.
At a committee meeting, a quorum shall be one-third (1/3) of the
number of members of the committee. When
a quorum is present at any meeting, the vote of a majority of the
committee members present shall decide any questions brought before such
meeting. ARTICLE
XI:
INDEMNIFICATION The Society shall, to the extent
legally permissible, indemnify each person (and his or her heirs,
executors, administrators, or other legal representatives) who is, or
shall have been, a director or officer of the Society or any person who is
serving, or shall have served, at the request of the Society as a director
or officer of another corporation, against all liabilities and expenses
(including judgments, fines, penalties and attorneys' fees and all amounts
paid in compromise or settlement) reasonably incurred by any such
director, officer or person in connection with, or arising out of, any
action, suit or proceeding in which any such director, officer or person
may be a party defendant or with which he or she may be threatened or
otherwise involved, directly or indirectly, by reason of his or her being
or having been a director or officer of the Society or such other
corporation, except in relation to matters as to which any such director,
officer or person shall be finally adjudged, other than by consent, in
such action, suit or proceeding not to have acted in good faith in the
reasonable belief that his or her action was in the best interests of the
Society; provided, however, that indemnity shall not be made with respect
to such amounts paid in compromise or settlement, unless: (a)
such compromise or settlement shall have been approved as in the
best interests of the Society, after notice that it involves such
indemnification by the Board by a majority of a quorum consisting of
directors who were not parties to such action, suit or proceeding. (b)
in the absence of action by disinterested directors as above
provided, there has been obtained at the request of a majority of the
Board then in office written opinion of independent legal counsel to the
effect that the director or officer to be indemnified appears to have
acted in good faith in the reasonable belief that his or her action was in
the best interests of the Society. Upon request therefor by any director, officer or person enumerated in the preceding paragraph of this Article XI, the Society may from time to time, if authorized by the Board, prior to final adjudication or compromise or settlement of the matter or matters as to which indemnification is claimed, advance to such director, officer or person all expenses incurred by him or her to the date of such request. Any advance made pursuant to this provision shall be made on the condition that the director, officer or person receiving such advance shall repay to the Society any amounts so advanced if, upon the termination of the matter or matters as to which such advances were made, such director, officer or person shall not be entitled to indemnification under the preceding paragraph of this Article XI. The foregoing right to indemnification
shall not be exclusive of any other rights to which any such director,
officer or person is entitled under any agreement, vote of directors,
statute, or as a matter of law, or otherwise. The provisions of this Article XI are
separable, and if any provision or portion hereof shall for any reason be
held inapplicable, illegal or ineffective, this shall not prevent any
other provision or portion hereof from applying, and shall not affect any
right of indemnification existing otherwise than under this Article XI. The Society shall keep correct and
complete books and records of account and shall also keep minutes of the
proceedings of its Board and committees having any of the authority of the
Board. ARTICLE
XIII:
FISCAL YEAR The fiscal year of the Society shall be
fixed by resolution of the Board. ARTICLE
XIV: WAIVER OF
NOTICE Whenever any notice is required to be
given under the provisions of the laws of the Commonwealth of
Massachusetts or under the provisions of the Articles of Organization or
the by-laws of the Society, a waiver thereof in writing signed by the
person or persons entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of such
notice. ARTICLE
XV:
RIGHT TO NOTICE AND HEARING Whenever these by-laws require that an
action be taken “after notice and an opportunity to be heard,” the
following procedure shall be observed: the Board shall give written notice
of the proposed action to the person affected by the proposed action and
to all of the members of the Board. The
notice shall include a statement of the proposed action and the date, time
and place of the hearing. All
hearings shall be conducted by at least a majority of the Board.
At the hearing, the affected person shall have the right,
personally or by a representative, to give testimony orally, in writing,
or both, subject to reasonable rules of procedure established by the
Directors to assure a prompt and orderly resolution of the issues.
The affected person shall have the right to be represented by
counsel. The affected person
shall the right to question the Directors and any witnesses with respect
to the subject matter of the hearing.
If the hearing involves an alleged breach, by the affected person,
of any of the provisions of the Articles of Organization, or these
by-laws, the affected person shall be informed, with specificity, of the
exact nature of the violation, and of the provision which he or she has
allegedly violated, and the affected person shall have the right to
question any witness to such alleged violation.
The Directors need not comply with the strict legal rules of
evidence observed by courts, but they shall consider only such evidence as
reasonable persons customarily consider in making important decisions.
Nothing herein shall be deemed to limit the right of the Board, the
affected person, or any other person(s) affected to bring legal action
with respect to the subject matter of any hearing, or any decision of the
Board. The written notice
required by this Article XV shall be sent at least ten (10) days prior to
the hearing, or such longer time as may be specified in these by-laws
which pertains to the subject matter of such hearing.
The Board of Directors shall conduct a hearing, even if the subject
matter thereof is the proposed removal of a Director or officer elected by
the members. The Board shall
distribute to the members, with the ballot specified in Sections 5.7 or
8.6, as the case may be, (i) the position for removal, (ii) a statement by
the person whose removal is being sought, and (iii) a fair, accurate and
unbiased summary of the hearing. ARTICLE
XVI:
AMENDMENTS The power to alter, amend, or repeal
the by-laws or adopt new by-laws shall be vested in the members. Such action shall be taken by two-thirds (2/3) vote of the
members voting, conducted only by mail ballot, which shall be distributed
to members at least twenty-one (21) days prior to the vote.
The by-laws may contain any provisions for the regulation and
management of the affairs of the Society not inconsistent with law or the
Articles of Organization. ARTICLE
XVII: NO DISTRIBUTION OF
INCOME - DISSOLUTION None of the funds, property or net
earnings of the Society shall inure to the benefit of, or be distributed
to, the Society’s members, trustees, officers, or other private persons,
or be used or appropriated for purposes other than those set forth in the
Society’s Articles of Organization or by-laws or otherwise than in
accordance with the laws of the Commonwealth of Massachusetts, except that
the Society shall be authorized and empowered to pay reasonable
compensation for services rendered. Notwithstanding any other provision of
these by-laws, the Society 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)(3) of the Internal Revenue Code, or the
corresponding section of any future federal tax code, or (b) by a
corporation, contributions to which are deductible under section 170(c)(2)
of the Internal Revenue Code, or the corresponding section of any future
federal tax code. The Board is authorized to receive and
accept in the name of the Society all money and property given to the
Society in trust or otherwise, in accordance with the laws of the
Commonwealth of Massachusetts. Except as may be otherwise required or
permitted by law, the Society may at any time authorize a petition for its
dissolution to be filed with the Supreme Judicial Court of the
Commonwealth of Massachusetts pursuant to Section 11A of Chapter 180 of
the Massachusetts General Laws by the affirmative vote of a majority of
the Directors of the Society then in office and two-thirds (2/3) of the
members voting; provided, however, that in the event of any liquidation,
dissolution, termination or winding up of the Society (whether voluntary,
involuntary or by operation of law), the property and assets of the
Society remaining after providing for the payment of its debts and
obligations shall be conveyed, transferred, distributed, and set over
outright to one or more educational, charitable or literary institutions
or organizations created and organized for nonprofit purposes similar to
those of the Society, contributions to which nonprofit institutions or
organizations are deductible under Section 170(c) of the Internal Revenue
Code and which qualify as exempt from income tax under Section 501(c)(3)
of the Internal Revenue Code as such sections may, from time to time, be
amended or added to or under successor sections thereto, as a majority of
the total number of the Directors of the Society and two-thirds (2/3) of
the members voting may by vote designate and in such proportions and in
such manner as may be determined in such vote: provided, further, that the
Society’s property may be applied to charitable, literary or educational
purposes in accordance with the doctrine of cy pres in all
respects as a court having jurisdiction in the premises may direct. ARTICLE
XVIII: SEAL The Society may have a corporate seal,
and such seal shall have inscribed thereon the name of the Society and the
words "Corporate Seal, Massachusetts". No officer or director shall be personally liable to the Society or its members for monetary damages for breach of fiduciary duty as an officer or director notwithstanding any provision of law imposing such liability; provided, however, that such limitation on liability will not eliminate or limit the liability of an officer or director (i) for any breach of the officer’s or director's duty of loyalty to the Society or its members, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which the officer or director derived an improper personal benefit. If Chapter 180 of the Massachusetts General Laws is amended after the effective date of these by-laws to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Society shall be eliminated or limited to the fullest extent permitted by Chapter 180 of the Massachusetts General Laws, as so amended.
|
