By-Laws of New England Interactive Literature
The name and purpose of this corporation shall be as set forth in the Articles of Organization.
The principal office of the corporation in the Commonwealth of Massachusetts 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 effective upon filing a certificate with the Secretary of the Commonwealth.
The directors may adopt and alter the seal of the corporation.
The fiscal year of the corporation shall, unless otherwise decided by the directors, end on the last day of August of each year.
The corporation shall not discriminate on the basis of age, race, sex, sexual preference, national origin, citizenship or religious beliefs.
The corporation shall have no members. Any person now or hereafter designated by the corporation as a "member" for any purpose shall not 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 Massachusetts General Laws Chapter 180, as amended, or any other law, rule, or regulation to be taken by members shall be taken by action or vote of the same percentage of directors of the corporation.
The directors may designate certain persons or groups of persons as sponsors, benefactors, contributors, advisers, or friends of the corporation or such other title as they deem appropriate, including members though they shall not for any purposes be construed as "members" for the purposes of the Articles of Organization or By-Laws of the corporation or for purposes of Massachusetts General Laws Chapter 180. Such persons shall serve in an honorary capacity, and, except as the directors shall otherwise designate, shall in such capacity 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.
a. Until such time as these By-Laws may be amended, the Board of Directors shall consist of not less than five nor more than ten persons, the exact number of which shall be determined by the existing Board of Directors at the annual meeting, in accordance with the reasonable needs of the corporation. The President of the corporation shall be a director. At any special or regular meeting the directors then in office may increase the number of directors and elect new directors to complete the number so fixed; or they may decrease the number of directors, but only to eliminate vacancies existing by reason of the death, resignation, removal or disqualification of one or more directors.
b. In addition, the existing Board of Directors may at any time invite individuals to serve as non-voting advisory members of the Board of Directors for a term of one year, subject to reappointment at the pleasure of the voting members. The outgoing President shall be an advisory member of the Board for a term of one year, if not otherwise elected as a director.
The President shall serve on the Board of Directors for a term of one year or until a successor is elected and qualified, or until he/she sooner dies, resigns, is removed or becomes disqualified. Other directors shall serve a two year term of office. Such terms shall be staggered so that no more than half of the terms of all Board members, not including the President, shall expire at any one time. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected or until a successor has been elected.
At the annual meeting each year, the disinterested directors shall, by majority vote, elect the directors to fill the slots of terms that have expired or are otherwise vacant. Nominations for such directors shall be submitted to the President or Clerk of the corporation at least thirty (30) days prior to the annual meeting. The President or Clerk will promptly notify the nominees of their nomination. Such nominees may accept or decline the nomination. Those accepting may, prior to the annual meeting, submit candidate statements to the President or Clerk for consideration by the Board. Board members may serve one or more terms in office. For purposes of these By-Laws, "disinterested directors" shall mean those directors who are not the subject of the action to be taken.
The affairs of the corporation shall be managed by the directors who shall have and may exercise all the powers of the corporation.
The directors may elect or appoint one or more committees of the corporation. The directors shall not designate their powers to these committees. Unless the directors otherwise designate, committees shall conduct their affairs in the same manner as is provided in these By-Laws for the directors. The members of any committee shall remain in office at the pleasure of the directors.
A director may be removed with or without cause by vote by a majority of the disinterested directors then in office. A director may be removed with cause only after reasonable notice and opportunity to be heard.
A director may resign by delivering a written resignation to the President, Treasurer or Clerk of the corporation, to a meeting of the directors or to the corporation at its principal office. Such resignation shall be effective upon receipt (unless specified to be effective at some other time) and acceptance thereof shall not be necessary to make it effective unless it so states.
Vacancies on the Board of Directors may be filled by a majority vote of the directors at any regular or special meeting. Each successor shall hold office for the unexpired term or until he/she sonner dies, resigns, is removed or becomes disqualified. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vancancies in their number.
No more than 49% of the persons serving on the Board of Directors at any time may be interested persons. An "interested person" is any person being compensated by the corporation for services rendered to it, whether as an employee or independent contractor. Notwithstanding the above, any violation of the provision of this paragraph shall not affect the validity or enforceability of any transaction entered into by the corporation.
Each member of the Board of Directors shall perform in good faith, in a manner the director believes to be in the best interest of the corporation, and with such care, including reasonable inquiry, as the reasonable prudent person in a like position would use under similar circumstances. This standard shall apply to the service of a director in his/her capacity as a member of a committee, as well as in other respects, and to the selection of the directors and officers.
(i) Officers or employees of the corporation who the director believes to be reliable and competent in the matters presented;
(ii) Counsel, independent accountants or other persons as to the matters believed to be within that person's professional or expert competence; or in the case of a director;
(iii) A committee of the Board, upon which the director does not serve, as to matters within the designated authority which the director believes to merit confidence.
A director shall not be considered to be acting in good faith if he has the knowledge concerning the matter in question that would cause such reliance to be unwarranted.
The annual meeting of the directors shall be held on the last Monday of January each year. The annual meeting may be held at the principal office of the corporation or at such other place within the United States as the directors shall determine. No change in the date fixed in these By-Laws for the annual meeting shall be made within sixty (60) days before the date stated herein. Notice of any change of the date fixed in these By-Laws for the annual meeting shall be given to all directors at least twenty (20) days before the new date fixed for such meeting.
If an annual meeting is not held as herein provided, a special meeting of the directors may be held in place thereof with the same force and effect as the annual meeting, and in such case all references in these By-Laws, except in this Section 4.11, to the annual meeting of the directors shall be deemed to refer to such special meeting. Any such special meeting shall be called and notice shall be given as provided in Sections 4.13 and 4.14.
Regular meetings of the directors may be held at such places and at such times as the directors may determine. Meetings of the directors may be held anywhere in the United States.
Special meetings of the directors may be held at any time and at any place when called by the President, Clerk, or by two or more directors.
No call or notice shall be required for regular meetings of directors, provided that reasonable notice (i) of the first regular meeting following the determination by the directors of the times and places for regular meetings shall be given to absent directors, (ii) specifying the purpose of a regular meeting shall be given to each director if either contracts or transactions of the corporation with interested persons or amendments to these By-Laws are to be considered at the meeting, and (iii) shall be given as otherwise required by law, the Articles of Organization or these By-Laws.
Reasonable notice of the time and place of special meetings of the directors shall be given to each director. Such notice need not specify the purposes of a meeting, unless otherwise required by law, the Articles of Organization or ther By-Laws or unless there is to be considered at the meeting (i) contracts or transactions of the corporation with interested persons, (ii) amendments to these By-Laws, (iii) an increase or decrease in the number of directors, or (iv) removal or suspension of a director.
Except as otherwise expressly provided, it shall be reasonable and sufficient notice to a director to send a notice by mail at least forty-eight hours, by electronic mail at least twenty-four hours or by telegram at least twenty-four hours before the meeting addressed to him/her at his/her usual or last known business, residence or e-mail address or to give notice to him/her in person or by telephone at least twenty-four hours before the meeting.
Whenever notice of a meeting is required, such notice need not be given to any director if a written waiver of notice, executed by director (or director's attorney thereunto authorized) before or after the meeting, is filed with the records of the meeting, or to any trustee who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him/her. A waiver of notice need not specify the purposes of the meeting unless such purposes were required to be specified in the notice of such meeting.
At any meeting of the directors a majority of the directors then in office shall constitute a quorum. Any meeting may be adjourned by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.
When a quorum is present at any meeting, a majority of the directors present and voting shall decide any question, including election of officers, unless otherwise provided by law, the Articles of Organization, or these By-Laws.
Directors are entitled to vote by written proxy. No proxy dated more than six months before the meeting named therein shall be valid and no proxy shall be valid after the final adjournment of such meeting. A proxy purporting to be executed by or on behalf of a member shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger.
Any action required or permitted to be taken at any meeting of the directors may be taken without a meeting if all the directors consent to the action in writing and the written consents are filed with the records of the meetings of the directors. Such consents shall be treated for all purposes as a vote at a meeting.
The officers of the corporation shall be a President, Treasurer, Clerk and other such officers, if any, as the directors may determine. An officer may but need not be a director. A person may hold more than one office at the same time. The Clerk shall be a resident of Massachusetts unless the corporation has a resident agent duly appointed for the purposes of service of process.
The President, Treasurer and Clerk shall be elected annually by the directors. Other officers, if any, may be elected by the directors at any time.
(Amended January 23, 2011)
The President, Treasurer, and Clerk shall each hold office until a successor is chosen and qualified and upon a date selected by the board at the time of the election which is to be no later than 90 days after the election.
Each other officer shall hold office until the next annual meeting of the directors unless a shorter period shall have been specified by the terms of his/her election or appointment, or in each case until he/she sooner dies, resigns, is removed or becomes disqualified.
Each officer shall retain his/her authority at the pleasure of the directors.
If a chairman of the board of directors is elected, he/she shall preside at all meetings of the directors, except as the directors shall otherwise determine, and shall have such other powers and duties as may be determined by the directors.
The President shall be the chief executive officer of the corporation and, subject to the control of the directors, shall have general charge and supervision of the affairs of the corporation. The President shall preside at all meetings of the directors if no chairman of the board of directors is elected except as the directors otherwise determine. The President shall be the convention chairperson and shall oversee the annual convention during his/her term unless a different person is appointed by the board of directors. The directors may appoint a co-chairperson of the convention to perform such duties as may be determined.
The Vice-President, if any, shall have such duties and powers as the directors shall determine. The Vice President shall have and may exercise all the powers and duties of the President during the absence of the President or in the event of his/her inability to act.
The Treasurer shall be the chief financial officer and the chief accounting officer of the corporation. The Treasurer shall be in charge of its financial affairs, funds, securities and valuable papers and shall keep full and accurate records thereof. The Treasurer shall have such other duties and powers as designated by the directors or the President. The Treasurer shall also be in charge of its books of account and accounting records, and of its accounting procedures.
The Clerk shall record and maintain records of all procedings of the directors in a book or books kept for that purpose and shall have custody of the seal of the corporation. If the Clerk is absent from any meeting of directors, a temporary Clerk chosen at the meeting shall exercise the duties of the Clerk at the meeting.
Other officers shall have such duties and powers as may be designated from time to time by the directors.
An officer may be removed with or without cause by vote of a majority of disinterested directors then in office at any special meeting called for such purpose or at any regular meeting. An officer may be removed with cause only after reasonable notice and opportunity to be heard.
An officer may resign by delivering a written resignation to the President, Treasurer or Clerk of the corporation, to a meeting of the directors, or to the corporation at its principal office. Such resignation shall be effective upon receipt (unless specified to be effective at some other time), and acceptance thereof shall not be necessary to make it effective unless it so states.
If the office of any officer 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 elected and qualified, or in each case until the officer sooner dies, resigns, is removed or becomes disqualified.
Except as the directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other obligations made, accepted or endorsed by the corporation shall be signed by the President or by the Treasurer.
Any recordable instrument purporting to affect an interest in real estate, executed in the name of the corporation by two of its officers or directors, of whom one is the President or a Vice President and the other is the Treasurer or an assistant Treasurer, shall be binding in 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.
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 and payable to them from the corporation. To the extent allowed by law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against any liability.
These By-Laws may be altered, amended or repealed in whole or in part by a vote of a majority of the directors then in office.
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