Bylaws & Regulations

BYLAWS

OF

MASSACHUSETTS TRACK & FIELD OFFICIALS ASSOCIATION, INC.

ARTICLE I

ARTICLES OF ORGANIZATION

The name and purposes of Massachusetts Track & Field Officials Association, Inc. (the “Corporation”) shall be as set forth in the Articles of Organization.  These Bylaws, the powers of the Corporation, its Directors and its officers, and all matters concerning the conduct and regulation of the Corporation shall be subject to the Articles of Organization in effect from time to time.  In the event of any inconsistency between the Articles of Organization and these Bylaws, the Articles of Organization shall be controlling.

ARTICLE II

MEMBERSHIP

Section 1     CLASSES OF MEMBERSHIP.  The Corporation shall have two classes of members: General Members and Director-Members. 

Section 2     QUALIFICATION FOR GENERAL MEMBERSHIP.  The General Members of the Corporation (the “General Members”) shall be those persons approved for membership by the Board of Directors.  The Board of Directors may approve as new General Members only individuals who are Massachusetts track and field officials, and comply with such other conditions of membership as may be established by the Corporation, which shall include that the individual be interested in officiating in track and field athletics, have reached the age of eighteen (18), complete and submit an application to the Commissioner of Officials, or his or her designee, and pass an entrance examination.  Such General Members shall have the right to serve on the Corporation’s Board of Directors, if elected in accordance with the terms of these Bylaws.  General Members must attend at least one General Membership meeting per year, unless excused for valid cause, and are expected to work for the good of the Corporation.  The Board of Directors shall determine if valid cause exists for any failure to meet the requirements in this Section 2 and shall determine any condition for reinstatement of General Membership, if necessary.  If any complaint is lodged against a General Member for conduct unbecoming an official, the Board of Directors shall adjudicate said complaint according to the procedure set forth in Article II, Section 9 below.        

Section 3     GENERAL MEMBERSHIP DUES.  The dues for General Members shall be fixed annually as recommended by the Board of Directors and approved by the General Members.  Dues are payable on a date to be determined by the Board of Directors (the “Dues Due Date”), with sufficient notice to the General Members.  Failure by a General Member to pay dues in a timely manner as outlined in the Regulations adopted by the Board of Directors (as defined in Article XII below) will result in penalties being assessed by the Board of Directors against such General Member, which may include termination of such General Member from the General Membership.  Any appeal for reinstatement after such appeal shall be made by the General Member to the Board of Directors.     

Section 4     RIGHTS OF GENERAL MEMBERS.  The General Members shall have the right to elect the Directors as provided in Article IV, to make recommendations with respect to the alteration, amendment, repeal, or adoption new Bylaws during the annual meeting, and only such other powers and rights as the Board of Directors may designate.

Section 5     RESIGNATION OF GENERAL MEMBERS.  An individual may resign as a General Member of the Corporation by submitting a written resignation to the President, which shall become effective upon acceptance by the Board. 

Section 6     EXPULSION AND TERMINATION OF RIGHTS OF GENERAL MEMBERS.  The Board of Directors may expel a General Member upon the approval of a majority of all Directors then in office.  All of the rights of a General Member with respect to the Corporation shall cease on the termination of membership.

Section 7     DIRECTOR-MEMBERS.  The Director-Members of the Corporation shall be those General Members who also serve as Directors of the Corporation.  The terms of Director-Members shall be concurrent with their terms as Directors, at the termination of which they remain as General Members.

Section 8     POWERS AND DUTIES OF DIRECTOR-MEMBERS.  Except for the power of the General Members set forth in Section 4 of this Article II and in Article IV of these Bylaws to elect the directors, the Director-Members shall hold all other rights, powers, privileges and duties conferred upon members of the Corporation by law, the Articles of Organization, or these Bylaws.  The Director-Members shall constitute the sole group of members entitled to vote on amendments to the Articles of Organization, mergers and consolidations, dispositions of all or substantially all of the Corporation’s assets, and dissolution, and to alter, amend, repeal, or adopt new Bylaws. 

Section 9     ADJUDICATION OF COMPLAINTS AGAINST OR BY GENERAL MEMBERS. 

(i)                 Anyone may lodge a complaint for adjudication in writing to the Board of Directors concerning any conduct unbecoming of an official who is a General Member of the Corporation including, but not limited to, application when appropriate of the Rules of the Massachusetts Interscholastic Athletic Association (“MIAA”), the National Federation of State High School Associations (“NFHS”), the National Collegiate Athletic Association (“NCAA”) or other recognized rules when applicable at a particular meet (collectively, the “Applicable Rules”).

(ii)              Any General Member may lodge a complaint for adjudication in writing to the Board of Directors concerning any conduct or decision unbecoming a Meet Director or Race Organizer, whether or not said party is a General Member of the Corporation.

(iii)            The President of the Corporation shall appoint a subcommittee of not less than three (3) nor more than seven (7) members of the Board of Directors who shall hear and determine any such complaint pursuant to regulations adopted by the Board of Directors.  Such regulations and all proceedings hereunder shall provide for due process for any party against whom a complaint is brought, prior to any determination by the Board of Directors.

(iv)             Sanctions that may be imposed under this Section 9 against any General Member shall include formal or informal reprimand, suspension of General Membership with or without conditions for reinstatement, or termination of General Membership. Sanctions that may be imposed against a Race Organizer or Meet Director may include restricting services of General Members to said Meet Director/Race Organizer and/or the organization represented.

(v)               Any such complaint must be filed within sixty (60) days of the date on which said conduct occurred which forms the basis of the complaint filed under this Section 9.

ARTICLE III

MEETINGS OF THE MEMBERS

Section 1     ANNUAL MEETING.  The annual meeting of the General Members of the Corporation shall be held in October at such place, within or without the Commonwealth of Massachusetts, and at such time as the Board of Directors shall determine.  If such annual meeting is omitted in the month herein provided, 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.  To the extent permitted by law, the Board of Directors may determine in its sole discretion that the General Members Meeting be held solely by means of remote communication rather than at a physical location.

Section 2     SPECIAL MEETINGS.  Special meetings of the General Members may be held at any time and place designated when called by the President or at least a majority of the directors, and shall be called by the Clerk, or in the case of the death, absence, incapacity, or refusal of the Clerk, by any other officer, upon the written application of General Members representing at least ten percent of the smallest quorum of members required for a vote upon any matter at the annual meeting of the General Members.   To the extent permitted by law, the Board of Directors may determine in its sole discretion that the General Members Meeting be held solely by means of remote communication rather than at a physical location.  At least one special meeting shall be held in the Spring, at which time elections of the Directors shall be held.  

Section 3     NOTICE OF MEETINGS.  Notice of all meetings of the General Members shall be given to each General Member by the Clerk, or, in case of the death, absence, incapacity or refusal of the Clerk, by the officer or Directors calling the meeting.  Such notice shall be given to each General Member at least ten (10) days in advance of the meeting by postal mail or by e-mail sent to such General Member’s business or home email or postal address, as the case may be.  Except as required by law, notice of any meeting of General Members need not be given: (i) to any General Member who, either before or after the meeting, signs or submits by electronic submission a waiver, which is filed with the records of the meeting; or (ii) to any General Member 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 need not specify the purpose of any special meeting unless otherwise required by law, the Articles of Organization, or these Bylaws. 

Section 4     ACTION AT MEETINGS; QUORUM.  At any meeting of the General Members, each General Member present in person or, in accordance with Sections 5 and 6, respectively, of this Article III of these Bylaws, by remote participation, shall be entitled to one (1) vote.  Unless otherwise required by law, the Articles of Organization, or these Bylaws, thirty (30) General Members in good standing present in person shall constitute a quorum.  Unless a different vote is required by law, the Articles of Organization, or these Bylaws, any action of the General Members shall be decided by the affirmative vote of a majority of the votes cast by the General Members in good standing at a meeting with a quorum.

Section 5     REMOTE PARTICIPATION IN MEETINGS OF THE GENERAL MEMBERS.  The Board of Directors may, unless otherwise provided in the Articles of Organization or these Bylaws, authorize any annual, regular or special meeting of the General Members to be held in-person at a physical location, by means of remote communication or by a hybrid model with both a physical location and a means of remote communication. Subject to the Articles of Organization, Bylaws, guidelines or procedures as the Board of Directors may adopt, such members not physically present at the designated location of a meeting of the General Members may, by means of remote communication: (i) participate in a meeting of such members; and (ii) be deemed, to the same extent as such members physically present at a designated location, to be: (A) present; and (B) authorized to vote.

The Board of Directors shall implement reasonable measures to:

(i) verify that each person deemed present and authorized to vote at the meeting by means of remote communication is a General Member;

(ii) provide members a reasonable opportunity to participate in the meeting and vote on matters submitted to the General Members, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and

(iii) maintain a record of any vote or other action a General Member takes at a meeting by means of remote communication.

Section 6     ACTION BY WRITTEN CONSENT.  Any action required or permitted to be taken at a meeting of the General Members may be taken without a meeting if all the General Members consent in writing thereto and such consents are filed with the records of the meetings of the General Members.  Any such written consent shall be effective to take the corporate action referred to therein on the date when all the written consents of the General Members have been delivered to the Clerk, either by physical delivery or by electronic means.  Any such written consent shall be treated for all purposes as a vote at a meeting.

Section 7     FIXING THE RECORD DATE. Unless otherwise provided in the Articles of Organization, these Bylaws, or a Board resolution, the record date for any meeting or corporate action shall be the date of such meeting or corporate action.

Section 8     MEETINGS OF DIRECTOR-MEMBERS.  Meetings of the Director-Members, including notice, quorum, and action by written consent requirements of the Director-Members, but excluding remote participation and proxies (which shall be governed by the same provisions of this Article III as apply to General Members), shall be governed by Article IV of these Bylaws.

ARTICLE IV

BOARD OF DIRECTORS

Section 1        POWERS.  The affairs of the Corporation shall be managed by a Board of Directors who shall have and may exercise all the powers of the Corporation, except those reserved to the Director-Members.  The Directors shall conduct a review of these Bylaws every two years, and shall conduct an annual audit of the Treasurer’s records and report on such audit at the annual meeting of directors in October of each year. 

Section 2        NUMBER, ELECTION, TERM OF OFFICE AND VACANCIES.  The first Board of Directors shall be those persons listed as having the powers of Directors in the Articles of Organization, and thereafter the At-Large Directors and the Area Directors (both as defined below) shall be elected by the General Members at the Annual Meeting or a special or regular meeting in lieu thereof.  The Corporation shall have no fewer than nine (9) Directors and no more than eleven (11) Directors. The number of Directors within the afore-stated range shall be determined by the Directors.  The Board of Directors shall consist of at least the following individuals:  a) the following individuals who serve by virtue of their office without need for election as directors: the President, Vice President, and immediate past President (the “Immediate Past President”); b) six (6) at-large directors elected by and from the General Membership (the “At-Large Directors”); and c) two area directors, one of whom resides North of Route I-90 and one of whom resides South of Route I-90 (the “Area Directors”).  The initial term of office of each initial Director shall be as set forth in the Incorporator’s Written Consent in Lieu of Meeting of Incorporator.  Thereafter, the term of office for each Director shall be as follows: (i) for the President and Vice President, for a term coinciding with their terms in office as Officers; (ii) for the Immediate Past President, a term of one (1) year; (iii) for At-Large Directors and Area Directors, a term of two (2) years, unless the General Members elect such Director to a shorter term.  The term of each Director shall begin with the fiscal year of the Corporation commencing with the first meeting of the General Members in October.  Each Director shall hold office until his or her successor is duly elected by the General Members and qualified (unless the Directors eliminate this Director position), or until he or she resigns, is removed, becomes disqualified, or dies.  Directors who serve four (4) consecutive years as Directors are not eligible for immediate re-election to the Board of Directors except by virtue of his or her election and position as an Officer.  The General Members may elect new Directors to fill any vacancy at any meeting, including a vacancy caused by an increase in the number of Directors.  Directors may serve as one or more officers.  A Director must be a General Member of the Corporation for at least three (3) years prior to the commencement of the individual’s term as Director.   

Section 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 cause by the affirmative vote of a majority of all the Members.

Section 4       ANNUAL MEETING.  The annual meeting of the Directors of the Corporation shall be held in October at such place, within or without the Commonwealth of Massachusetts, and at such time as the Board of Directors shall determine.  If such annual meeting is omitted on the day herein provided, 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. 

Section 5       REGULAR MEETINGS.  Regular meetings of the Directors may be held at such places and times as the Directors may from time to time determine.  At least one regular meeting shall be held in the Spring, at which time elections of the Officers shall be held.

Section 6        SPECIAL MEETINGS.  Special meetings of the Directors may be held at any time and place designated when called by the President or at least a majority of the Directors. Notice of any special meeting shall be given as provided in Section 7 of Article IV of these Bylaws.

Section 7        NOTICE OF MEETINGS.  Notice of all 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 Directors calling the meeting.  Such notice shall be given to each Director in person or by telephone, or e-mail sent to such Director’s business or home address, at least 24 hours in advance of the meeting, or by mail addressed to such business or home address and sent at least five days in advance of the meeting.  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, 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 need not specify the purpose of any regular or special meeting unless otherwise required by law, the Articles of Organization or these Bylaws.

Section 8        ACTION AT MEETINGS.  No less than a majority of the Directors then in office shall constitute a quorum, but in the absence of a quorum a lesser number may, without further notice, adjourn the meeting to any other time.  At any meeting of Directors at which a quorum is present, the vote of at least a majority of those Directors present shall decide any matter unless the Articles of Organization, these Bylaws or any applicable law requires a different vote.

Section 9        ACTION BY WRITTEN CONSENT.  Any action required or permitted to be taken at a meeting of the Board of Directors or any committee thereof 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.

Section 10      COMPENSATION.  Directors shall not receive any compensation for their services as members of the Board of Directors.  However, Directors may, if authorized by the Board of Directors, be reimbursed for necessary expenses, including travel expenses, reasonably incurred by them in the performance of their duties as Directors. 

Section 11      MEETINGS OR PARTICIPATION BY TELEPHONE OR AUDIO-VIDEO CONFERENCE.  Directors may hold or participate in meetings by means of a conference telephone, audio/video conference or other 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.

ARTICLE V

COMMITTEES OF THE BOARD

Section 1     BOARD COMMITTEES.  The President, subject to the approval of the Board of Directors, or the Board of Directors, by vote of at least a majority of the Directors then in office, may elect such committees as the President or Directors may from time to time determine necessary or advisable. Each committee shall be comprised of one or more Directors of the Corporation and the Board of Directors may delegate, to the extent permitted by law, the Articles of Organization or these Bylaws, such powers or duties thereto as the Board of Directors may deem advisable.  Vacancies on any committee having a defined or limited membership shall be filled by the President, subject to the approval of the Board of Directors.  A committee shall not have the power or authority to take any action prohibited to board committees by Section 55 of Massachusetts General Laws Chapter 180.  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 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 possible in the same manner, including without limitation, the power to act by unanimous written consent and to conduct meetings by telephone or audio/video conference, as is provided in these Bylaws for the Board of Directors.  The members of any committee shall remain in office at the pleasure of the Directors.  Membership on all committees shall be set by the President, subject to the approval of the Board of Directors, and members of such committees shall serve for terms of two (2) years or such shorter term as mat be set by the President subject to the approval of the Board of Directors, except in no instance shall such term exceed the term of the President currently in office; provided, however, that term lengths for members of the Negotiating Committee shall be established by the Regulations. 

Section 2     STANDING COMMITTEES.  The following standing committees are hereby established under these Bylaws, with such powers and duties as may be set forth in the Regulations:

(i)                 Nominating Committee

(ii)              Negotiation Committee

(iii)            Dinner Committee

(iv)             Recruitment Committee

(v)               Communications Committee

(vi)             Professional Development Committee

Section 3     ADVISORY COMMITTEES.  The Board of Directors may establish one or more Advisory Committees to the Board.  The members of any Advisory Committee may consist of Directors or non-Directors or a combination thereof and may be appointed as the Board determines.  Advisory committees may not exercise the authority of the Board to make decisions on behalf of this Corporation, but shall be restricted to making recommendations to the Board or Board Committees, and implementing Board or Board Committee decisions and policies under the supervision and control of the Board or Board Committee.

ARTICLE VI

OFFICERS

Section 1        OFFICERS.  The officers of the Corporation shall consist of a President, Vice President, Treasurer, Clerk and such other officers as the Directors may from time to time determine.  Except as otherwise set forth in this Article VI, an officer may, but need not be, a Director.  Any two or more offices may be held by the same person.

Section 2     ELECTION AND TERM OF OFFICE.  The President, Vice President, Treasurer, and Clerk shall be elected by the Directors.  Any other officers determined necessary or desirable by the Directors may be elected by the Directors.  Except as otherwise provided by law, the Articles of Organization or these Bylaws, all officers shall be elected for a term of two (2) years, and shall be elected at the Spring meeting of Directors and the term of office shall commence at the annual meeting of Directors in October, and thereafter until their respective successors are duly elected and qualified, unless a shorter term is specified in the vote electing or appointing them.  The Directors shall elect a successor if the office of the President, Treasurer or Clerk becomes vacant. The Directors may elect a successor if any other office becomes vacant.  The President and Vice-President may not be elected to successive terms.   

Section 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 at least a majority of the Directors then in office.

Section 4        PRESIDENT.  The President shall, subject to the direction and control of the Board of Directors, carry on the general affairs of the Corporation. Unless a chairperson is elected, the President shall preside at all meetings of the members and of the Board of Directors.  The President may sign or execute, in the name of the Corporation and under its corporate seal, all deeds, mortgages, bonds, contracts or other instruments which have been authorized by the Board of Directors, or which are required to be executed in the ordinary and usual course of business of the Corporation, except in cases where the signing or execution thereof shall have been expressly delegated by the Board of Directors to some other officer or agent of the Corporation. 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 Bylaws or by the Directors.

Section 5     VICE PRESIDENT.  The Vice President shall, subject to the direction and control of the Board of Directors, preside at any meetings in Section 4 above if the President is absent or otherwise unable to preside, and shall perform such other duties as the Board of Directors or President may from time to time determine, to the extent authorized by law or these Bylaws.

Section 6     TREASURER.  The Treasurer shall, subject to the direction and control of the Board of Directors, have general charge of the financial affairs of the Corporation, and shall keep full and accurate books of account.  The Treasurer shall maintain custody of all funds, securities and valuable documents of the Corporation, except as the Directors may otherwise provide.  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 Bylaws or by the Directors. 

Section 7        CLERK.  The Clerk shall record and maintain, or cause to be recorded and maintained, records of all proceedings of the Directors in a book or series of books kept for that purpose at the principal office of the Corporation or at the office of its Clerk or of its resident agent and shall be open at all reasonable times to inspection by any Director or officer.  Such book or books shall also contain records of all meetings of the sole incorporator and the original, or attested copies, of the Articles of Organization and Bylaws and names of all Directors and the address of each.  The Clerk also shall give such notices of meetings of Directors as are required by these Bylaws.  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 Bylaws or by the Directors.  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.  The Clerk shall not be a Director.

Section 8        OTHER OFFICERS.  Other officers shall have such duties and powers as may be designated from time to time by the Directors.

ARTICLE VII

COMMISSIONER OF OFFICIALS

Section 1     ELECTION, TERM , QUALIFICATIONS, DUTIES.  There shall be a Commissioner of Officials who shall be nominated by the President and approved by the Board of Directors for a term of up to three (3) years commencing annually as of July 1st of any year. The Commissioner may be reappointed in the same manner.  Any General Member in good standing is eligible for the Commissioner’s position.  The Commissioner of Officials shall have such duties and responsibilities as are set forth in the Regulations or as are assigned by the Board of Directors.  The Commissioner of Officials shall not be a Director.

Section 2     VACANCY.  Should the position become vacated during the term, the President may name a temporary replacement at his or her discretion immediately and a permanent replacement shall be selected in the same manner as contained in Section 1 above to fulfill the unexpired term at the next scheduled meeting of the Board of Directors.

Section 3     PAYMENT.  The Commissioner of Officials shall be paid at the rate recommended by the Board of Directors.

ARTICLE VIII

ADVISORS AND OTHER SUPPORTERS OF THE CORPORATION

The Directors may designate certain persons or groups of persons as one or more categories of sponsors, benefactors, contributors, advisors or friends of the Corporation or such other title as they deem appropriate (“Advisors”).  Advisors shall serve in an honorary capacity for such term as the Directors may determine.  In the absence of any such determination, an Advisor shall serve until the next annual meeting of Directors or special meeting in lieu thereof. Advisors shall not be Directors of the Corporation and shall not exercise any of the powers granted to Directors and, except as the Directors may otherwise designate, shall have no right to notice of or to vote at any meeting, shall not be considered for purposes of establishing a quorum, and shall have no other rights or responsibilities in their advisory capacity.  The Corporation may require an advisor to sign a confidentiality agreement before the advisor may commence service as an advisor.

ARTICLE IX

CONFLICTS OF INTEREST

The Directors and officers of the Corporation owe a fiduciary duty to the Corporation to act in good faith and in a manner that they reasonably believe to be in the Corporation's best interests.  This duty of loyalty requires the Corporation's Directors and officers to exercise independent judgment on behalf of the Corporation, placing the Corporation's best interests ahead of personal interests.  In furtherance of this fiduciary responsibility, the Corporation shall have and comply with a Conflict of Interest Policy; provided, that such policy shall require Directors, officers and key employees to disclose any personal financial interest (through business or family) in a transaction being considered by the Corporation, including any financial remuneration, and that unless the Board of Directors determines that such personal financial interest is immaterial, such Director, officer, or key employee shall recuse himself or herself from discussion and voting on the matter and shall not be counted for purposes of a quorum (where applicable).  Such policy may, for purposes of approval by independent Directors of matters with respect to which a conflict of interest is present, vary the quorum and voting requirements specified in these Bylaws.

ARTICLE X

MISCELLANEOUS PROVISIONS

Section 1     EXECUTION OF INSTRUMENTS.  Any contracts, deeds, leases, bonds, notes, checks and other instruments of an amount or value up to and including $1,000 that are authorized to be executed by an officer of the Corporation on its behalf shall be signed by the President or the Treasurer, and any contracts, deeds, leases, bonds, notes, checks and other instruments of an amount or value over $1,000 that are authorized to be executed by an officer of the Corporation on its behalf shall be signed by the President and the Treasurer, except as the Directors may generally or in particular cases otherwise determine.  To the extent permitted by law, instruments may be executed by electronic signature, including docu-sign or similar means, and may be communicated or delivered by electronic means, including but not limited to email and facsimile.

Section 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 provided 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 Massachusetts.  The Directors may establish other offices and places of business in Massachusetts or elsewhere.

Section 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.

ARTICLE XI

INDEMNIFICATION

To the extent legally permissible, the Corporation shall indemnify each person who may serve or who has served at any time as a Director or officer of the Corporation, or who at the request of the Corporation may serve or at any time has served as a director, officer or trustee of, or in a similar capacity with, another organization, against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon such person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which such person was or is a party or is threatened to be made a party thereto, while in office or thereafter, by reason of his or her serving or having served as a Director, officer or trustee (other than (i) a proceeding voluntarily initiated by such person unless he or she is successful on the merits, (ii) a proceeding authorized by at least a majority of the full Board of Directors, or (iii) a proceeding that seeks a declaratory judgment regarding his or her own conduct); provided, however, that indemnification shall only be provided where it is determined by the Corporation pursuant to this Article XI that the person acted in good faith and in a manner the person reasonably believed to be in and not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful; or in the case of a matter brought by the Corporation against any such person, in which the person has been adjudged to be liable to the Corporation, indemnification will only be provided to the extent the person (i) acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation and (ii) the court in which such action or suit was brought determines upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.  Such indemnification may, to the extent authorized by the Corporation, include payment by the Corporation of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he or she shall be adjudicated to be not entitled to indemnification under this Article, which undertaking may be accepted without regard to the financial ability of such person to make repayment.

A person entitled to indemnification hereunder whose duties include service or responsibilities as a fiduciary with respect to a subsidiary or other organization, including an employee benefit plan, shall be deemed to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Corporation if he or she acted in good faith in the reasonable belief that his or her action was in the best interests of such subsidiary or organization or of the participants or beneficiaries of, or other persons with interests in, such subsidiary or organization to whom he or she has a fiduciary duty.

The payment of any indemnification shall be conclusively deemed authorized by the Corporation under this Article XI, if:

(a)    the payment has been approved or ratified (i) by at least a majority vote of a quorum of the disinterested Directors or (ii) by at least a majority vote of a committee of two or more disinterested Directors who are selected for this purpose by the full Board of Directors (in which selection interested directors who are parties may participate); or

(b)    the action is taken in reliance upon the opinion of independent legal counsel (who may be counsel to the Corporation) appointed for the purpose by vote of the Directors or in the manner specified in clauses (i) or (ii) of subparagraph (a); or

(c)    the Directors have otherwise acted in accordance with the standard of conduct applied under the Nonprofit Corporation Law of the Commonwealth of Massachusetts.

The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of a Director, officer or other person entitled to indemnification hereunder.  As used in this Article, an “interested” Director, officer or trustee is one against whom in such capacity the proceedings in question or another proceeding on the same or similar grounds is then pending.

The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which such Director or officer or other persons may be entitled.  Nothing contained in this Article shall affect any rights to indemnification to which Corporation employees or agents other than Directors and officers and other persons entitled to indemnification hereunder may be entitled by contract or otherwise under law.

ARTICLE XII

REGULATIONS

The Board of Directors shall establish regulations (“Regulations”) that further elaborate upon the governance of the Corporation, but are not considered or treated as bylaws under applicable law  Such Regulations shall be adopted or amended by the Board of Directors acting by affirmative vote of two-thirds of the Board present at a duly constituted meeting.  Proposals for new Regulations, or amendments to existing Regulations, shall be distributed to the Board of Directors along with a notice of the meeting at which they will be considered.  Proposed amendments to the Regulations may be submitted in writing to the President by any General Member.  The President shall inform the submitting General Member in writing as to the disposition of his or her proposal.  Final Regulations as adopted by the Board of Directors under this Article XII shall be published on the Corporation’s website and shall be made available to General Members upon request.

ARTICLE XIII

AMENDMENTS

Except as may be otherwise required by law or the Articles of Organization, the Bylaws of the Corporation may be altered, amended or repealed, or new Bylaws may be adopted, at any meeting of the Director-Members by an affirmative vote of two thirds of all the Director-Members; or by an affirmative vote of a majority of the Directors of the Corporation at any meeting of the Directors.  Proposed amendments to these Bylaws that are approved by the Board of Directors shall be sent to all General Members at least thirty (30) days in advance of the meeting of General Members at which they are to be considered. 

ADOPTED: August 1, 2024

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