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.
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
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.
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
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
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.
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.
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.
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.