SECTION 1
General Provisions
1.1. Articles of Organization.
The name and purposes of the Corporation shall be as set forth in
its Articles of Organization. The Articles of Organization are
hereby made a part of these By Laws, and the powers of the
Corporation and of its directors and officers, and all matters
concerning the conduct and regulation of the affairs of the
Corporation, shall be subject to such provisions in regard thereto,
if any, as are set forth in the Articles of Organization. In the
event of any inconsistency between the Articles of Organization and
these By Laws, the Articles of Organization shall be controlling.
All references in these By Laws to the Articles of Organization
shall be construed to mean the Articles of Organization as from
time to time amended.
1.2. Location.
The principal office of the Corporation shall initially be located
at the place set forth in the Articles of Organization of the
Corporation. The directors may change the location of the principal
office in The Commonwealth of Massachusetts; provided, however,
that no such change shall be effective until a certificate of
change or an annual report is filed with the Secretary of The
Commonwealth of Massachusetts specifying the street address of the
new principal office of the Corporation in The Commonwealth of
Massachusetts. The directors may establish other offices and places
of business in Massachusetts or elsewhere.
1.3. Fiscal Year.
Except as from time to time otherwise determined by the directors
of the Corporation, the fiscal year of the Corporation shall end on
the last day of December in each year.
1.4. No Members.
The Corporation shall have no members. No person now or hereafter
designated by the Corporation as a “member” for any purpose shall
be or be deemed to be a member for purposes of the Articles of
Organization or By Laws of the Corporation or for purposes of
Chapter 180 of the Massachusetts General Laws, as amended from time
to time, or any other law, rule or regulation. Any action or vote
required or permitted by Chapter 180 of the Massachusetts General
Laws, as amended from time to time, or any other law, rule or
regulation to be taken by members shall be taken by action or vote
of the same percentage of the directors of the Corporation.
SECTION 2
Directors
2.1. Powers.
A board of directors shall manage the affairs of the Corporation
and shall have and may exercise all the powers of the Corporation,
except as otherwise provided by law, by the Articles of
Organization or by these By Laws.
2.2. Number and Election.
The directors, at each annual meeting, may change the number of
directors, which number shall be no less than two, and shall elect
directors to attain the number of directors so fixed. Any New
England Alumnus (as defined below) may notify the chairperson of
the board or the clerk of the Corporation of his or her desire to
serve as a director. Unless the board of directors elects
otherwise, each director shall be a New England Alumnus. All
directors shall hold office for a term of three years (or such
other shorter term specified in the vote electing them), and
thereafter until their respective successors are chosen and
qualified. Directors may be re-elected to successive terms and may
serve as one or more officers. At any special or regular meeting,
the directors may, by an affirmative vote of a majority of
directors then in office, increase the number of directors and
elect new directors to complete the number so fixed, or they may by
a similar vote decrease the number of directors, but only to
eliminate vacancies existing by reason of death, resignation,
removal or disqualification of one or more directors. The directors
may, by an affirmative vote of a majority of directors then in
office, fill any vacancy in the board and may exercise all their
powers notwithstanding any vacancy or vacancies in their number.
For purposes of these By-Laws, “New England Alumnus” shall mean a
person who (a) lives or works in one of the six New England states
(Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island and
Vermont) and (b) has received a degree from the Harvard Kennedy
School (“HKS”) (or has completed an executive education program of
three (3) weeks or longer at HKS).
2.3. Resignation and Removal.
Any director may resign by delivering a written resignation to the
president or the clerk or to the Corporation at its principal
office. Such resignation shall be effective upon receipt, unless it
is specified to be effective at some later time. Any director may
be removed from office with or without cause by an affirmative vote
of two-thirds of the directors then in office. A director may be
removed for cause only after reasonable notice and an opportunity
to be heard by the board of directors. In the event that a director
fails to attend (in any manner contemplated by these By-Laws) at
least two-thirds of the meetings of the board of directors in any
consecutive 12-month period, such director shall be automatically
removed as of the first meeting of the board of directors following
such consecutive 12-month period, unless the board of directors
acts at or prior to such meeting to suspend such removal.
2.4. Annual Meeting.
The directors shall meet annually on the third Tuesday in May at
10:00 A.M. at the principal office of the Corporation, or on such
other date within six (6) months following the last day of the
fiscal year, at such place, within or without The Commonwealth of
Massachusetts, and at such time as the board of directors shall
determine, except that such date shall not be a legal holiday. If
such annual meeting is omitted on the day herein provided therefor,
a special meeting may be held in place thereof, and any business
transacted or elections held at such meeting shall have the same
force and effect as if transacted or held at the annual meeting.
Notice of an annual meeting shall be given as provided in Section
2.7 of these By Laws.
2.5. Regular Meetings.
Regular meetings of the directors may be held without call or
notice at such places and times as the directors may from time to
time determine; provided, however, that any director who is absent
when such determination is made shall be given notice as provided
in Section 2.7 of these By Laws.
2.6. Special Meetings.
Special meetings of the directors may be held at any time and place
when called by the chairperson of the board (if any), the president
or by two or more directors. Notice of any special meeting shall be
given as provided in Section 2.7 of these By Laws.
2.7. Notice of Meetings.
Notice of the date, time and place of all annual, regular and
special meetings of the directors shall be given to each director
by the clerk or, in case of the death, absence, incapacity or
refusal of the clerk, by the officer or one of the directors
calling the meeting. Notice of any meeting may be communicated by
one or more of the following means: (i) in person; (ii) by
telephone or voice-mail; (iii) by mail to the individual’s usual or
last known business or home address (the date and time of delivery
of such notice being the date and time of the postmark); (iv) by
electronic transmission (including without limitation electronic
mail and facsimile transmission); or (v) by messenger or delivery
service. Notice of the annual meeting and of a regular meeting (to
those directors who are absent when the determination of a regular
meeting is made) setting forth the date, time, and place of any
such annual or regular meeting shall be given to all directors not
less than seven (7) days prior to the date of the annual or regular
meeting. Notice of a special meeting shall be given to each
director at least twenty-four (24) hours in advance of the meeting;
provided, however, if such notice is given by mail it shall be
postmarked at least forty-eight (48) hours in advance of such
special meeting, unless shorter notice is adequate under the
circumstances. Except as required by law, notice of any meeting of
directors need not be given: (i) to any director who, either before
or after the meeting, delivers a written waiver of notice, executed
by the director (or the director’s attorney hereunto authorized),
which is filed with the records of the meeting; or (ii) to any
director who attends the meeting and who, either prior to the
meeting or at its commencement, fails to protest the lack of such
notice. A notice or waiver of notice of a meeting of the directors
need not specify the purposes of the meeting.
2.8. Action at Meetings.
A majority of the directors then in office shall constitute a
quorum. At any meeting of directors at which a quorum is present,
the vote of a majority of those directors present shall decide any
matter unless the Articles of Organization, these By Laws or any
applicable law requires a different vote. A majority of those
directors present may, without further notice, adjourn the meeting
to any other time.
2.9. Action by Written Consent.
Any action by the directors or any committee may be taken without a
meeting if a written consent thereto is signed by all the directors
or all the members of the applicable committee and filed with the
records of the meetings of the directors. Any such written consent
shall be treated for all purposes as a vote at a meeting.
2.10. Chairperson of the Board.
The directors may elect a chairperson of the board of directors.
The chairperson shall preside at all meetings of the directors
except as the directors shall otherwise determine, and shall have
such other powers and duties as the directors may determine.
2.11. Committees.
The board of directors may elect or appoint from their own number
an Executive Committee, and may elect such other committees (which
may include individuals who are not directors of the Corporation)
as they may from time to time determine necessary or advisable, and
may delegate thereto some or all of its powers except those which
by law, the Articles of Organization, or these By-Laws may not be
so delegated; provided, however, that any committee to which the
powers of the directors are delegated shall consist solely of
directors. If an Executive Committee is elected or appointed, any
director serving as chairperson of the board shall be a member of
the Executive Committee. At any meeting of a committee, a quorum
for the transaction of all business properly before the meeting
shall consist of a majority of the elected members of such
committee. Any committee may, subject to the approval of the board
of directors, make further rules for the conduct of its business.
However, unless otherwise provided by vote of the board of
directors or by rules established by the board of directors, the
business of any committee shall be conducted as nearly as may be in
the same manner as is provided in these By Laws for the board of
directors. The members of any committee shall serve on such
committee at the pleasure of the directors.
2.12. Meetings by Telephone Conference.
Directors may hold meetings by means of a conference telephone or
similar communication equipment by means of which all persons
participating in the meeting can hear each other at the same time,
and participation by such means shall constitute presence in person
at a meeting.
2.13. Open Meetings.
Unless the board of directors acts to close all or a portion of a
meeting, each meeting of the board of directors may be attended by
any New England Alumnus (as defined in Section 2.2) and any member
of the faculty or staff of HKS.
SECTION 3
Officers
3.1. Officers and Agents.
The officers of the Corporation shall consist of a president, a
treasurer, a clerk and such other officers as the directors may
determine from time to time. The Corporation may also have such
agents, if any, as the directors may appoint. The president shall
be a director; any other officer may but need not be a director. An
individual may hold more than one office. If required by the
directors, an officer shall give the Corporation a bond for the
faithful performance of his or her duties in such amount and with
such surety or sureties as shall be satisfactory to the board of
directors.
3.2. Election and Tenure.
The president, treasurer and clerk shall be elected annually by the
directors. With respect to any election held on or after July 1,
2009, an individual shall not be eligible for election to an office
if such election would result in his or her service in that office
for more than three consecutive years. Any other officers
determined necessary or desirable by the directors may be elected
by the directors at any time. Any New England Alumnus (as defined
in Section 2.2) may notify the chairperson of the board or the
clerk of the Corporation of his or her desire to serve as an
officer. Unless the board of directors elects otherwise, each
officer shall be a New England Alumnus. Except as otherwise
provided by law, the Articles of Organization or these By Laws, all
officers shall hold office until the annual meeting of the
directors or the special meeting held in place thereof, and
thereafter until their respective successors are chosen and
qualified, unless a shorter term is specified in the vote electing
or appointing them. If the office of president, treasurer or clerk
becomes vacant, the directors shall elect a successor; if any other
office becomes vacant, the directors may elect a successor. Each
such successor shall hold office for the unexpired term and in the
case of the president, treasurer and clerk until a successor is
chosen and qualified, or in each case until the officer sooner
dies, resigns, is removed or becomes disqualified.
3.3. Resignation and Removal.
Any officer may resign by delivering a written resignation to the
president or clerk or to the Corporation at its principal office
and such resignation shall be effective upon receipt, unless it is
specified to be effective at some later time. The directors may
remove any officer, with or without cause, by a vote of a majority
of the directors then in office. An officer may be removed for
cause only after reasonable notice and an opportunity to be heard
by the board of directors. If a person is both an officer and a
director, removal of such person as a director pursuant to Section
2.3 shall also constitute removal of such person as an officer.
3.4. President and Vice President.
The president shall be the chief executive officer of the
Corporation and, subject to the direction and control of the board
of directors, shall have general charge of the affairs of the
Corporation. If no chairperson of the board is elected, the
president shall, subject to the direction and control of the board
of directors, preside when present at all meetings of the
directors. The president shall have such other powers and duties as
are usually incident to that office and as may be vested in that
office by these By Laws or by the directors. Any vice president
shall have such powers as the directors may from time to time
designate.
3.5. Treasurer and Assistant Treasurer.
The treasurer shall be the chief financial officer and chief
accounting officer of the Corporation and, subject to the direction
and control of the board of directors, shall have general charge of
the financial affairs of the Corporation, shall keep full and
accurate books of account and shall maintain custody of all funds,
securities and valuable documents of the Corporation. The treasurer
shall prepare or oversee all filings required by The Commonwealth
of Massachusetts, the Internal Revenue Service and any other
governmental agency. The treasurer shall have such other powers and
duties as are usually incident to that office and as may be vested
in that office by these By Laws or by the directors. Any assistant
treasurer shall have such powers as the directors may from time to
time designate.
3.6. Clerk and Assistant Clerk.
The clerk shall record and maintain records of all proceedings of
the directors in a book or series of books kept for that purpose
and shall give such notices of meetings of directors as are
required by these By Laws. The clerk shall have such other powers
and duties as are usually incident to that office and as may be
vested in that office by these By Laws or by the directors. The
clerk shall be a resident of The Commonwealth of Massachusetts,
unless the Corporation shall appoint a resident agent for the
service of process. In the absence of the clerk from any meeting of
directors, a temporary clerk designated by the person presiding at
the meeting shall perform the duties of the clerk. Any assistant
clerk shall have such powers as the directors may from time to time
designate.
3.7. Other Officers; Resident Agent.
Other officers shall have such duties and powers as may be
designated from time to time by the directors. The Corporation may
by a vote of a majority of the directors appoint a resident agent
as its true and lawful attorney upon whom all lawful processes in
any action or proceeding against the Corporation may be served.
Such appointment shall become effective only upon the filing in the
office of the Secretary of State of a certificate, signed under the
penalties of perjury by the clerk of the Corporation, setting forth
the name and business address of the resident agent within the
Commonwealth and a copy of the vote of the board of directors
appointing the resident agent as such.
SECTION 4
Compensation and Personal Liability
4.1. Compensation.
No director or officer shall receive any compensation for services
rendered as a director or officer. Notwithstanding the foregoing,
any director or officer may receive reasonable compensation for
services rendered as an employee of the Corporation, and any
director or officer may, if authorized by the president or the
board of directors, be reimbursed for necessary expenses, including
travel expenses, reasonably incurred by the director or officer in
the performance of duties as a director or officer.
4.2. No Personal Liability.
The directors and officers of the Corporation shall not be
personally liable for any debt, liability or obligation of the
Corporation. All persons, corporations or other entities extending
credit to, contracting with, or having any claim against the
Corporation, may look only to the funds and property of the
Corporation for the payment of any such contract or claim, or for
the payment of any debt, damages, judgment or decree, or of any
money that may otherwise become due or payable to them from the
Corporation.
SECTION 5
Indemnification
5.1. Generally.
The Corporation shall, to the extent legally permissible and only
to the extent that the status of the Corporation as exempt from
federal income taxation under Section 501(c)(3) of the Internal
Revenue Code of 1986, as amended (the “Code”) is not affected
thereby, indemnify each person who may serve or who has served at
any time as a director, president, treasurer, clerk or other
officer of the Corporation, each person who may serve or who has
served at the request of the Corporation as a director, officer,
trustee, partner, employee or other agent of another organization
and each person who may serve or has served at its request in a
capacity with respect to any employee benefit plan (collectively,
“Indemnified Officers” or individually, “Indemnified Officer”),
against all expenses and liabilities, including, without
limitation, counsel fees, judgments, fines, excise taxes, penalties
and settlement payments, reasonably incurred by or imposed upon
such person in connection with any threatened, pending or completed
action, suit or proceeding whether civil, criminal, administrative
or investigative (“Proceeding”) in which an Indemnified Officer may
become involved by reason of serving or having served in such
capacity (other than a Proceeding voluntarily initiated by such
person unless a majority of the full board of directors authorized
the Proceeding); provided, however, that no indemnification shall
be provided to such Indemnified Officer with respect to any matter
as to which such Indemnified Officer shall have been finally
adjudicated in any Proceeding (i) to have breached the Indemnified
Officer’s duty of loyalty to the Corporation, (ii) not to have
acted in good faith in the reasonable belief that such Indemnified
Officer’s action was in the best interest of the Corporation, (iii)
to have engaged in intentional misconduct or a knowing violation of
law, or (iv) to have engaged in any transaction from which the
Indemnified Officer derived an improper personal benefit; and
further provided that any compromise or settlement payment shall be
approved by the Corporation in the same manner as provided below
for the authorization of indemnification. Any person who at the
request of the Corporation may serve or has served another
organization or an employee benefit plan in one or more of the
foregoing capacities and who shall have acted in good faith in the
reasonable belief that his or her action was in the best interests
of such other organization or in the best interests of the
participants or beneficiaries of such employee benefit plan shall
be deemed to have acted in such manner with respect to the
Corporation.
5.2. Advances; Repayment.
Such indemnification may, to the extent authorized by the board of
directors of the Corporation, include payment by the Corporation of
expenses, including attorneys’ fees, reasonably 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 Indemnified Officer to repay such payment if
not entitled to indemnification under this Section, which
undertaking may be accepted without regard to the financial ability
of such Indemnified Officer to make repayment.
5.3. Authorization.
The payment of any indemnification or advance shall be conclusively
deemed authorized by the Corporation under this Section, and each
director and officer of the Corporation approving such payment
shall be wholly protected, if: (i) the payment has been approved or
ratified by (a) a majority vote of the directors who are not at
that time parties to the Proceeding, (b) a majority vote of a
committee of two 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 (c) the directors otherwise acting in accordance
with the standard of conduct applied to directors under Chapter 180
of the Massachusetts General Laws, as amended from time to time; or
(ii) a court having jurisdiction shall have approved the
payment.
5.4. Heirs, Executors and Administrators.
The indemnification provided hereunder shall inure to the benefit
of the heirs, executors and administrators of any Indemnified
Officer entitled to indemnification hereunder.
5.5. Insurance.
The Corporation shall have power to purchase and maintain insurance
on behalf of any agent, employee, director or officer against any
liability or cost incurred by him or her in any such capacity or
arising out of his or her status as such, whether or not the
corporation would have power to indemnify him or her against such
liability or cost.
5.6. Non-Exclusive Rights.
The right of indemnification under this Section shall be in
addition to and not exclusive of all other rights to which any
person may be entitled. Nothing contained in this Section shall
affect any rights to indemnification to which Corporation
employees, agents, directors, officers and other persons may be
entitled by contract or otherwise under law.
5.7. Adverse Amendments.
No amendment or repeal of the provisions of this Section which
adversely affects the right of an Indemnified Officer under this
Section shall apply to that Indemnified Officer with respect to the
acts or omissions of such Indemnified Officer that occurred at any
time prior to such amendment or repeal, unless such amendment or
repeal was voted for by or was made with the written consent of
such Indemnified Officer.
5.8. Employees and Agents.
To the extent legally permissible and only to the extent that the
status of the Corporation as exempt from federal income taxation
under Section 501(c)(3) of the Code is not affected thereby, the
Corporation may indemnify any employee or agent of the Corporation
to the extent authorized by the board of directors by an
affirmative vote of a majority of the directors entitled to vote.
The foregoing provisions of this Section 5 shall apply to any
indemnification of any employee or agent under this Section
5.8.
SECTION 6
Transactions with Interested Persons
6.1. No Personal Benefit.
The Corporation shall not enter any contract or transact any
business in which any part of the assets or net earnings, if any,
of the Corporation shall inure to the benefit of, or be
distributable to, any director or officer of the Corporation or
other private individual, except that the Corporation may pay
reasonable compensation for services rendered and may make payments
and distributions in furtherance of its purposes as set forth in
Article II of the Articles of Organization.
6.2. Contracts with Interested Persons.
Unless entered into in bad faith, no contract or transaction by the
Corporation shall be void, voidable or in any way affected by
reason of the fact that it is with an Interested Person.
6.3. Definition of “Interested Person.”
For the purposes of this Section 6, “Interested Person” means any
director, officer, member of a committee of the board or key
employee (as such term may be defined from time to time by the
board of directors), who has a direct or indirect private interest
(as such term may be defined from time to time by the board of
directors) in a proposed transaction or arrangement involving the
Corporation whether as an officer, director, employee or otherwise,
and/or any other entity in which any such person or organization or
the Corporation is in any way interested.
6.4. Disclosure.
Unless such contract or transaction was entered into in bad faith,
no Interested Person, because of such interest, shall be liable to
the Corporation or to any other person or organization for any loss
or expense incurred by reason of such contract or transaction or
shall be accountable for any gain or profit realized from such
contract or transaction, provided that the material aspects of the
contract or transaction and the interest of the Interested Person
were disclosed or known to the board of directors or a committee
thereof which authorized the contract or transaction in accordance
with any applicable policies adopted by the board of directors from
time to time, and provided, further, that the Interested Person
reasonably believed the contract or transaction to be in the best
interests of the Corporation.
6.5. Quorum and Vote.
The provisions of this Section 6 shall be operative notwithstanding
the fact that the presence of an Interested Person was necessary to
constitute a quorum at a meeting of directors or members of the
Corporation at which such contract or transaction was authorized or
that the vote of an Interested Person was necessary for the
authorization of such contract or transaction, but shall be
inoperative to the extent that the status of the Corporation as
exempt from federal income taxation under Section 501(c)(3) of the
Code is adversely affected thereby.
SECTION 7
Miscellaneous Provisions
7.1. Execution of Instruments.
All contracts, deeds, leases, bonds, notes, checks, drafts and
other instruments authorized to be executed by an officer of the
Corporation on its behalf shall be signed by the president or the
treasurer, except as the directors may generally or in particular
cases otherwise determine. Any recordable instrument purporting to
affect an interest in real estate, executed in the name of the
Corporation by the president and the treasurer, who may be one and
the same person, shall be binding on the Corporation in favor of a
purchaser or other person relying in good faith on such instrument
notwithstanding any inconsistent provisions of the Articles of
Organization, By Laws, resolutions or votes of the Corporation.
7.2. Voting of Securities.
Except as the board of directors may otherwise designate, the
president or treasurer may waive notice of, and appoint any person
or persons (with or without power of substitution) to act as proxy
or attorney in fact for this Corporation at, any meeting of members
of any corporation without capital stock, or any meeting of
stockholders of any other corporation the securities of which may
be held by the Corporation.
7.3. Corporate Records.
The records of all meetings of incorporators and directors, the
names and addresses of the directors and officers of the
Corporation, and the originals or attested copies of the Articles
of Organization and the By Laws of the Corporation shall be kept in
Massachusetts at the principal office of the Corporation or of the
clerk, but such corporate records need not all be kept in the same
office.
7.4. Guarantees and Suretyships.
The Corporation shall make no contracts of guarantee or
suretyship.
SECTION 8
Dissolution
The Corporation may be dissolved in accordance with the Articles of
Organization.
SECTION 9
Amendments These By Laws may be altered, amended or repealed, or
new By Laws may be adopted, by an affirmative vote of a majority of
directors then in office, at any annual meeting of the directors or
special meeting of the directors.
