Constitution and by-laws



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CONSTITUTION AND BY-LAWS

I. NAME
The name of the Club shall be the _____CLUB__________________.

­­­­­­­­_CLUB_____ shall be an affiliated club and will join the Massachusetts Youth Soccer Association each year to maintain that affiliation.


II. PURPOSE
The purposes of the _CLUB____ are:



  1. To provide for all ___CLUB_________ boys and girls the opportunity to play soccer in an organized team-oriented program and to compete at levels consistent with individual interests and abilities.




  1. To develop soccer skills, personal fitness, teamwork, and sportsmanship among all players for the betterment of their physical and social well being.




  1. To provide young people and interested adults the opportunity to develop coaching, managing, refereeing, and other soccer leadership skills.




  1. To field teams and participate in Boston area wide youth soccer programs at competitive levels appropriate to the skill development of the __CLUB’S__________ players.




  1. To promote positive public participation in and awareness of the sport of soccer by educating and involving players, parents, coaches, referees, and other interested individuals in town, state, national, and international soccer opportunities.



OR Purposes and Powers
1. To foster, encourage and engage in athletic and recreational activities and more specifically to foster, encourage and engage in the playing of the sport of soccer; and to foster and promote the qualities of physical fitness, competitive spirit, team play, loyalty, and good sportsmanship, by providing soccer instruction to the Members, and by making available to them opportunities to participate in team competition, both on intramural basis and against teams from other communities; and, in furtherance of the forgoing purposes, to purchase, rent, accept as donations or otherwise acquire real estate, equipment and other property, solicit and accept all types of contributions, maintain an advisory and coaching staff composed entirely of volunteer personnel serving without compensation.
2. For educational purposes, including but not limited to educating its Members in the skills and playing of soccer; and for the purposes of improving public relations and communications relating to the game of soccer with the public; and for the purposes of cooperating with similar organizations in all areas of mutual interest; as well as for the purposes of doing any and all other lawful things which are permitted by Chapter 180 of the General Laws of the Commonwealth of Massachusetts as now in force and hereafter amended, and for using and exercising all powers conferred from time to time by the Laws of the Commonwealth upon the Corporations organized under this Chapter.

ARTICLE III

Membership
Section 1. Membership.

The Corporation shall consist of not less than seven (7) members, composed in the following manner:


a. Persons certified by the Clerk of the Corporation to be coaches and managers in good standing of soccer teams sponsored by the Corporation as of the date of the adoption of these By-Laws, and thereafter such coaches and managers so certified at the Annual Meeting of the Corporation or any special meeting held in lieu thereof.
b. Persons other than coaches and managers who, after the date of adoption of these By-Laws, are elected members by a majority vote of those present at any meeting of the Corporation at which a quorum is present.
OR

Section 1 Membershp.

Any Resident of the town of ___________ shall be eligible for membership (Kindergarten through 8th grade), without regard to sex, creed, color, religion, or natural origin. Parents or guardians whose children are residents of the town of ___________ shall also be eligible for membership.


Section 3. Procedures for Membership Application

The act of registering a child for any program of the organization shall constitute application for membership for the parents or legal guardians. Serving as a coach, assistant coach, referee, or in any other capacity designated by the Boards shall likewise constitute application for membership. Applications in theses categories shall be automatically accepted into membership. Any other qualified person may submit an application in writing to the secretary for consideration by the Executive Board.

Upon acceptance of an application, the applicant shall become a full and active member subject to and bound by these By-Laws and any other rules as may be established by the Organization, Executive Board, Board of Directors and Advisory Board (hereinafter referred to as “Boards”).
Member in Good Standing: A member in good standing is defined as a Member who is not indebted to the Corporation.
Copy of By-Laws: The secretary shall upon request furnish any Member with a copy of these By-Laws and with the Rule promulgated by the Board of Directors.

ARTICLE IV
Meetings

Section 1. Annual Meetings

The annual meeting of the Organization, which will include the Boards shall be held during the month of February; the date, hour, and place to be established by the Executive Board. The purposes of the annual meeting shall be to review the past year’s activities through reports of the officers, to consider the By-Laws and Rules under which the Organization conducts its programs, to elect officers and directors, and any other such business that the Executive Board may deem necessary. Notice of the annual meeting of __________________ shall be provided to the Boards at least seven days prior to the meeting.

OR

Section 1. Annual Meetings

The Annual Meeting shall be held on the first Monday of October in each year (or if that is a legal holiday, on the next succeeding full business day). The purposes for which the Annual Meeting is to be held, in addition to those prescribed by law, by the Articles of Organization or by these By-Laws, may be specified by the President. If no Annual Meeting is held in accordance with the forgoing provisions, a special meeting shall be held in lieu thereof, for the purpose of transacting business required at the Annual Meeting, and any action taken at such meeting shall have the same effect as if taken at the Annual Meeting.



Section 2. Special Meetings

Special meetings of the Organization may be called at any time by any member of the Executive Board. It shall be the duty of the Secretary to call a special meeting whenever requested to do so in writing by 1/3 of the Boards. The request shall contain a statement of the reasons for requesting such a meeting.

OR

Section 2. Special Meetings

Special meetings may be called at any time by the President. Upon written application of at least five (5) members of the Corporation, a special meeting shall be called by the President, and in the event of his or her absence, inability or failure to act, by any other officer of the Corporation.
Section 3. Notice of Meetings

A written notice of every meeting of the Corporation, stating the place, date, and hour thereof, shall be given by the Clerk, or by the officer calling the meeting, at least seven (7) days before the meeting to each member by actual delivery of such notice to him or her by mailing it postage prepaid and addressed to such member at his or her home address. No notice need be given to any member if a written waiver of notice, executed before or after the meeting by the member of his or her attorney thereunto authorized, is filed with the records of the meeting.

The attendance at said meeting by ten (10) Members shall represent a quorum. A vote of the majority of those present at Special Meetings shall be binding upon the Corporation, unless a different vote is specified by Law, by the Articles of Organization, or by these By-Laws.
Section 4. Quorum

Two times the number of officers and directors plus one, whether appearing in person or represented by proxy, shall constitute a quorum for the transaction of business at any meeting of the Corporation.
Section 5. Voting and Proxies

Each member shall have one (1) vote. Members may vote either in person or by written proxy. If they elect to vote by proxy, it must be for a specific agenda and at a specific meeting and the proxy must be dated not more than one month before the meeting and the proxy must be dated not more than one month before the meeting named therein. Proxies shall be filed with the Clerk before voted at the meeting, or any adjournment thereof. Except as otherwise limited therein, proxies shall entitle the persons named therein to vote at any 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.


Section 6. Action at Meeting

At any meeting of the Corporation at which a quorum is present, the vote of a majority of those present or represented and voting by proxy, except where a larger vote is specified, by law, by the Articles of Organization or by these By-Laws, shall be sufficient to decide any matter.


Section 7. Action by Consent

Any action by the members may be taken without a meeting if a written consent thereto is signed by all members entitled to vote thereon and is filed with records of the Corporation’s meetings. Such consent shall be treated for all purposes as a vote at a meeting.



ARTICLE V

Board of Directors
Section 1. Powers

The business of the Corporation shall be managed by a Board of Directors who may exercise all the powers of the Corporation, except as otherwise provided by law, the Articlea of Organization or these By-Laws. The Board shall possess final authority and discretion to appoint coaches and to arbitrate disagreements and administer the rules established by the membership agreements and administer the rules established by the membership on the composition of teams which will be sponsored by the Corporation, to decide the number of its teams which will be entered into competition, and to determine all investments and expenditures to be made in fulfilling the purposes of the Corporation. In the event of a vacancy in the Board of Directors, the remaining Directors, except as otherwise provided by law, may exercise the powers of the full Board until the vacancy is filled.


Section 2. Nomination and Election
A Board of Directors of such number as shall be fixed by the members, shall be elected at the meeting of the Corporation immediately following the adoption of these By-Laws and thereafter at the Annual Meeting of the Corporation. The foregoing provisions notwithstanding, the Board of Directors in no event shall consist of less than ____ not more than _____ persons. Election shall be by a majority vote of those present at any meeting of the Corporation at which a quorum is present. There shall be a Nominating Committee, appointed by the President of the Corporation, which shall annually nominate persons to serve as Directors. In addition, any member may nominate himself or herself or another member to serve as Director.
Section 3. Vacancies

Any vacancy in the Board of Directors may be filled by a vote of the members, or, in the absence of action by the members, by the Directors.


Section 4. Tenure

Each Director shall hold office until the next Annual Meeting of the Corporation after his or her election, except that he or she shall continue to serve thereafter until his or her successor is chosen and qualified. Any Director may resign by giving his or her written resignation to the Corporation or to the Clerk. Such resignation shall be effective upon receipt, unless it is specified to be effective at some other time or upon the happening of some other event. All Directors must be residents of _______________, Massachusetts.


Section 5. Regular Annual Meeting

The Board of Directors shall hold a regular Annual Meeting, as soon as practicable after each Annual Meeting of the Corporation, for he purpose of transacting such business as may properly come before the meeting.



ARTICLE VI

Executive Board (Officers)
Section 1. Enumeration

The officers of this Organization shall consist of one President, Vice-President(s), Treasurer(s), and Secretary(s) elected at the annual meeting.


Section 2. Nomination and Election

A slate of nominees consisting of at least one person for each officer and director position shall be presented at the annual meeting. In addition, any member in good standing may be nominated for any office from the floor, no second being required. The nominee receiving a plurality of the voted cast for each office shall be elected. Subject to the approval of the Boards, and based on plurality of votes an office (except the President) may be held by two people at the same time.


Section 3. Tenure

The officers elected shall assume office at the first General Meeting following the annual meeting and serve until a like time the next year.


Section 4. Duties

In addition to those duties stated elsewhere in these By-Laws, the officers shall perform the duties stated below.


Section 5a. President

The President is the chief executive officer of the Organization providing general supervision and control of its business. The President of his delegated representative shall represent the Organization in all dealings with other groups or organizations impacting on Organization programs, adhering to the policies established by these By-Laws and to any guidance which may be supplied by the Boards.


Section 5b. Vice President(s)

In the absence of the President, the Vice-President(s) shall assume the duties of the President. In addition, the Vice-President(s) shall have such duties as designated by the Boards.


Section 5c. Treasurer(s)

The Treasurer(s) shall have charge of the finances of the Organization, keeping accurate records of all receipts and disbursements and preparing a financial report for presentation at the annual meeting. The Treasurer(s) shall prepare a budget and recommended fees for each program of the Organization for consideration by the Boards in accordance with the fiscal policy of Article VIII of these By-Laws.


Section 5d. Secretary(s)

The Secretary(s) shall keep minutes of all Organization meetings and Boards meetings maintaining these as permanent record available for examination by any member. The Secretary(s) shall, at the direction of the President or boards, attend to all correspondence of the Organization.


Section 6. Removal

Any elected officer may be removed for cause by a vote of two-thirds of the Boards, providing reasonable notice and opportunity to be heard by the Boards is made available to the affected officer prior to action.


Section 6. Removal

The Directors may remove any Director with or without cause by a vote of majority of the Directors, provided that reasonable notice of such intent is giving to the Director in question and an opportunity to be heard by the Directors, prior to action thereon.


Section 7. Replacement

If any officer is unable to complete the stated term of office, the Boards may elect one of their number to serve until the next annual meeting.

In the event of any vacancy in the Board of Directors or in any office, the remaining Directors may temporarily fill that vacant position at a general or special meeting of the Directors.
Section 8. Meetings

Regular meetings of the Directors may be held without call or without notice at such places and at such times as the Directors may from time to time determine, provided that any Director who is absent when such determination is made, shall be given notice of the determination. Such notice shall be sufficient if mailed by the Secretary to such Director at his business or home address.

The President shall preside at all meetings of the Board and in his absence, the Vice-President shall preside; otherwise any of the other officers may be appointed by the Directors to preside.
Section 9. Special Meetings

Notice of all special meetings of the Directors shall be given to each Director by the Secretary or in case of the death, absence, incapacity, or refusal of such person, by one of the Directors calling the special meeting. Notice shall be given to each Director in person or by telephone or by telegram sent to his business or home address at least twenty-four (24) hours in advance of the meeting, or by written notice mailed to his business or home address at least forty-eight (48) hours in advance of the meeting.


Section 10. Quorum

The presence of at least eight (8) Directors shall constitute a quorum at any meeting of the Board of Directors. Less than a quorum may adjourn any meetin from time to time without further notice.


Section 11. Voting

Each Director present at the meeting shall have one vote.


Section 12. Action at Meeting

At any meeting of the Directors at which a quorum is present, the vote of a majority of those present on any matter, unless a different vote is specified by Law, by the Articles of Organization or by these By-Laws, shall be sufficient to decide such matters.


Section 13. Committees

The Directors may, at their discretion, establish committees with such powers as they deem necessary.



ARTICLE VII

Officers



Section 1. Enumeration
The officers of the Corporation shall consist of the following:

a. President


b. Vice-President
c. Secretary
d. Treasurer
Section 2. Election
After a new Board of Directors is elected at the Annual Meeting, said Directors shall meet within thirty (30) days after the Annual Meeting for the purpose of electing officers. This meeting shall include as voting members all members of the previous Board of Directors.

Section 3. Qualifications

Each officer must also be a Director and a Member in good standing of the Corporation. The Secretary shall be a resident of Massachusetts. Any officer may be required by the Members Corporation in such amount and with such sureties as the Directors may determine.


Section 4. Tenure

Except as otherwise provided by Law, by the Articles of Organization or by these By-Laws, the officers shall each hold office from January 1 to January 1 of the following year, unless a shorter term is specified in the vote choosing or appointing him. No person shall hold the office of President or Vice-President for a period in excess of two (2) consecutive years. Any officer may resign by delivering his written resignation to the Corporation at its principal office or to the President or Secretary, and such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.


Section 5. Removal
The Directors may remove any officer with or without cause by a vote of a majority of the Directors, provided that reasonable notice of such intent is given to the officer in question and an opportunity to be heard by the Directors, prior to action thereon.
Section 6. President

The President shall be the chief executive officer of the Corporation and shall, subject to the direction of the Directors, have general supervision and control of its business. Unless otherwise provided by the Directors, he shall preside, when present, at all meetings of the Members and the Board of Directors. He shall also be an ex-officio member of all committees.


Section 7. Vice-President
In the absence or incapacity of the President, the Vice-President shall exercise all powers of the President.

Section 8. Secretary
The Secretary shall keep a record of the meetings of the Directors and Members, and shall also cause to be kept a record containing the names and addresses of each Member. The Secretary shall also have responsibility for the public relations and publicizing of the Corporation and its activities, and shall give notice of meetins to the Members, Directors, and officers entitled thereto as provided in these By-Laws.

In the absence of the Secretary from any meeting of the Members or Directors, a temporary secretary designated by the person presiding at the meeting, shall perform the duties of the Secretary.


Section 9. Treasurer
The Treasurer shall, subject to the direction of the Directors, have general charge of financial affairs of the Corporation. He shall have custody of all funds, securities, and valuable documents of the Corporation, except as the Directors may otherwise provide. He may endorse for deposit or collection all checks, notes, etc. payable to the Corporation or its order and may accept drafts on behalf of the Corporation. He shall cause to be kept accurate accounts of the Corporation’s transactions and shall submit a written Statement of Condition at every regular Directors Meeting.
Section 10. Other Powers and Duties

Each officer shall, subject to these By-Laws, have in addition to the duties and powers specifically set forth in these By-Laws, such other duties and powers as the Directors or Members may from time to time designate.


Section 11. Indemnification

Each person now or hereafter a Director and officer of this Corporation, and each person now or hereafter a coach or assistant coach of a team organized by this Corporation, and each person selected to be a referee for the dames of said teams, shall be indemnified by this Corporation against all expenses and losses reasonably incurred or suffered by him in connection with any claim, action, suit, or proceedings, civil or criminal, actual or threatened, to which he may be made a party by reason of his being or having been such Director and officer, coach, assistant coach, or referee as aforesaid, or by reason of his alleged acts or referee except with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable believe that his action was in the best interests of the Corporation, provided, however, that the Corporation may compromise and settle any such claim, action, suit, or proceeding and pay such expenses and losses, if such settlement and payment appear to be for the best interest of the Corporation in the judgment of a majority of the disinterested members of the Board of Directors, whose judgment on the matter shall be final.



ARTICLE VII

Miscellaneous Provisions
Section 1. Fiscal Year
Except as from time to time otherwise determined by the Directors, the fiscal year of the Corporation shall be the twelve months ending the 31st day of December.
Section 2. Seal

The Seal of the Corporation shall, subject to alteration by the Directors, bear name, the word “Massachusetts” and the year of its incorporation.


Section 3. Execution of Instruments

All deeds, leases, transfers, contracts, bonds, notes, and other obligations authorized to be executed by an officer of the Corporation in its behalf shall be signed by the President or the Treasurer, except as the Directors may generally or in particular cases otherwise determine.


Section 4. Articles of Organization

All reference in these By-Laws to the Articles of Organization shall be deemed to refer to the Articles of Organization of the Corporation as amended and in effect from time to time.


Section 5. Amendments

These By-Laws may be at any time be amended by a two-thirds (2/3rds) vote of the Members voting, providing that notice of the substance of the proposed amendment is stated in the notice of the meeting, and provided such amendment is not in violation of law. No change in the date of the Annual Meeting may be made within the sixty-day period before the date fixed by these By-Laws


Section 6. Referee Director
The Referee Director(s) shall ensure that a referee is assigned to each game requiring a ______ referee, evaluate referee performance, hold, or cause to be held, training sessions for coaches on the rules of the Organization and the interpretation and enforcement thereof by Organization referees. It is recommended that the position of the Referee Director be held by two individuals.
Section 7. Equipment Director

The Equipment Director shall be responsible for maintaining an inventory of the equipment available for usage in ______ programs and for its disbursement to and collection from the coaches and referees participating in such programs. As the chief purchasing agent of the _______, the Equipment Director will prepare a projection of total equipment purchases required to support the program(s) including the Organization cost figures and delivery schedules. Following review and approval of the purchase proposal by the Boards, the Equipment Director will place the order(s) with the approved source(s).


Section 8. Division Directors
The Division Directors shall serve as the primary communications link between the Boards and Organization members with a vested interest in the respective divisions (coaches, assistant coaches, and parents or legal guardians of participating players). Each Division Director shall be contacted by or should contact each team coach no later than 24 hours following each Organization game for that purpose of recording game scores to determine team standings and to record information concerning any injuries that occurred in a game or practice. The Standings Director should be informed of the game results within 24 hours after each game.
Section 9. Refreshment Director
The Refreshment Director shall be responsible for the general supervision of the refreshment stand and provide the treasurer with a fiscal account of receipts and disbursements.
Section 10. Publicity Director
The Publicity Director shall be responsible for submitting in typed form to the local paper a game summary which has been provided to the publicity director by the coaches.
ARTICLE VIII
Fiscal Policy




Section 1. Budget

A balanced budget shall be prepared by the Treasurer for each program sponsored by the _______ for the approval of the Boards before registration for the program commences in order to permit a per-player fee to be calculated. The budget shall, as much as possible, identify separate expense items and the total divided by the projected number or participants to determine the fee. It is the intent of this policy to insure that current expenses are paid out or current fees. Major expenditures for capital equipment such as goal posts, etc., shall be provided for by including in the current fee structure a provision to build a capital equipment reserve fun. This provision shall remain in effect until such time as the reserve fund reaches a balance deemed sufficient by the Boards. The fee for the capital equipment reserve fund shall not exceed five percent of the total registration fee. Approval of all budgets shall require a 2/3’s majority of the members of the Boards present and voting.


Section 2. Expenditures

The Executive Board shall have the sole authority to initiate and approve any expenditure of funds. Budgeted expenditures may be authorized by a simple majority of the Executive Board and paid in the name of the Organization as described in Section 3 below. Expenses not included in any current program budget must be approved by 2/3’s majority of the Boards prior to their incurrence. Expenditures which do not directly support current programs shall be limited to capital equipment equally benefiting all members.


Section 3. Accounts
Organizational funds shall be promptly deposited in either a savings or a checking account maintained in the name of the Organization. Two signatures shall be authorized on any instrument drawing on these funds, one of which shall be the Treasurer’s and the other either the President or the Vice President’s.

ARTICLE IX
Program Policy

The purpose of the _______ are numerous and varied. It is expected that different programs will be required to satisfy these purposes. The Boards shall institute and support such programs that satisfy that purposes of Article II in as much as qualified volunteers are available to conduct the programs and the constraints of Article VI are satisfied.
Section 1. Rosters

Final approval of all rosters will be determined by the Executive Board, and changes will be made to guarantee parity in all divisions. There will be no appeal process once rosters are set.



ARTICLE X

Rules Policy
Section 1. Rules Committee

The executive Board shall establish a Rules Committee as a standing committee. This committee shal be chaired by the Referees Director and shall consist of those coaches, referees, and directors who desire to participate in creating a set of rules for the intramural program or other programs which might require rules created by the _____. The Rules Committee shall be governed by the policy established herein as well as the purposes of the Organization. All rules and rule changes must be approved by a simple majority vote of the Rules Committee and by a majority of the Boards.



ARTICLE XI

Indemnification
The Corporation, to the extent legally permissible, shall indemnify each of the members of the Corporation, Board of Directors and Officers, against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise of actions, suits, claims or other proceedings, as fines or penalties, and counsel fees, reasonably incurred by him or her in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he or she may be involved or with which he or she may be threatened, while in office or thereafter, by reason of his or her being or having been such a Board member, Officer or member of the Corporation, except with respect to any matter as to which he or she shall have been adjudicated in any proceeding not to have acted in good faith; provided, however, that as to any matter disposed of by a compromise payment by such Board member, Officer, or member of the Corporation, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses, except interim payment of counsel fees subject to recovery as provided in an undertaking of such person as required below, shall be provided unless such compromise shall be approved as in the best interest of the Corporation by a majority of the Board members at a regular or special meeting which has been duly called.

Expenses, including counsel fees, reasonably incurred by any Board member, Officer, or member of the Corporation in connection with the defense or disposition of any such action, suit, or other proceeding, may be paid from time to time by the Corporation in advance of the final disposition thereof upon receipt of a statement of intention by such Board member, Officer, or member of the Corporation to repay the amount so paid to the Corporation if it is ultimately determined that indemnification for such expenses is not authorized under this Article. The right of indemnification hereby provided shall not be exclusive or affect any other rights to which any Board member, Officer or member of the Corporation may be entitled. As used in this Article, the terms “Board members”, “Officers”, or “members of the Corporation” include their respective heirs, executors, and administrators. The Corporation may purchase and maintain insurance on behalf of any person who may be indemnified under this Article against any liability occurred by him or her in any such capacity, or arising out of his or her status as such Board member, Officer, or member of the Corporation whether or not the Corporation would have the power to indemnify him or her against such liability hereunder. Nothing contained in this Article shall affect any rights to indemnification to which corporate personnel other that Directors, Officers, and corporation members may be entitles by a contract or otherwise by Law.



ARTICLE XII

Amendments
These By-Laws may at any time be altered, amended or repealed of approved by two-thirds of those present at any meeting of the Corporation or any meeting of the Board of Directors, provided notice of such proposed action has been given with notice of the meeting. No change in the date of the Annual Meeting of the Corporation may be made within sixty (60) days before the date fixed in these By-Laws. Not later than the time of giving notice of the meeting of Members next following the making, amending, or repealing by the Directors of any By-Law, notice thereof stating the substance of such change shall be given to all Members entitled to vote.

ARTICLE XIII

Miscellaneous Provisions
Section 1. Fiscal Year

The fiscal year of the Corporation shall be the twelve months ending the last day of August of each year.


Section 2. Seal

The seal of the Corporation shall, buject to alteration by the Directors, bear its name, the word “Massachusetts”, the year of its incorporation, and a likeness of two soccer players in pursuit of a soccer ball.


Section 3. Execution of Instruments

All deeds, leases, transfers, contracts, bonds, notes, and other obligations authorized to be executed by an officer of the Corporation in its behalf shall be signed by the President or the Treasurer, except as the Directors may generally or in particular cases otherwise determine.


Section 4. Corporate Records

The original, or attested copies, of the Articles of Organization, these By-Laws, records of all meetings of the incorporators and of the Corporation, and the Corporation’s membership records shall be kept in Massachusetts at the principal office of the Corporation, the office of the Clerk, or at such other location as the Directors may determine. Said copies and records need not all be kept at the same office. They shall be available at all reasonable times for inspection by any member of the Corporation for any proper purpose.


Section 5. Articles of Organization

All references in these By-Laws to the Articles of Organization shall be deemed to refer to the Articles of Organization of the Corporation, as amended and in effect from time to time.


Section 6. Place of Meetings

Any meeting of the members or the Directors may be held at such place, either in the United States or elsewhere, as is designated in the notice of the meeting.


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