Of the Institute for People’s Engagement, Inc.
Article 1. Name
The name of the corporation shall be Institute for People’s Engagement, Inc., hereinafter referred to as the corporation or organization.
Article 2. Place of Business
The principal place of business of the corporation, at which the general business of the corporation will be transacted and where the records of the corporation will be kept, will be at such place in the Commonwealth of Massachusetts, as may be determined from time to time by the Board of Directors. As of the adoption of these bylaws, the principal place of business is 40 Essex Street, Cambridge, MA 02139.
Article 3. Purposes
The Institute for People’s Engagement, Inc. shall be organized for educational, advocacy and charitable purposes consistent with and subject to Section 501(c)(4) of the Internal Revenue Code as it may from time to time be amended, as set forth below.
The purposes of the Organization shall include educating the public, students, stakeholders and others about the public interest in increased engagement and civic participation in municipal, state and federal policy formation and the Organization shall promote such engagement. The foregoing shall include engaging in educational activity about and advocacy for increased engagement in the formation of policies conducive to the promotion of world peace and disarmament; environmental and climate protection; activity to advance engagement in the formation of education policy; promoting policies and procedures to increase input of taxpayers in municipal, state and federal budget formation; and increasing input of the public and passengers in the formation of public transit investment policies and other customary civic participation and social welfare issues. The Organization will maintain a website, publish periodic reports and newsletters, and organize occasional public forums on issues of concern. The Organization may engage in any other lawful activities as are permitted to a corporation organized under Chapter 180 of the Massachusetts General Laws, subject to Section 501(c)(4) of the Internal Revenue Code as it may from time to time be amended.
Article 4. Board of Directors
4.1 The governing body of the corporation shall be a Board of Directors consisting of no less than seven (7) and no more than fifteen (15) Directors as determined by the Board of Directors. The initial Board shall be those Directors and Officers as set forth in the Articles of Organization as initially filed with the Secretary of Commonwealth. Officers shall be and serve as Directors.
4.2 The Board of Directors shall be responsible for the conduct of the business of the corporation; for all matters pertaining to the incorporation; for the maintenance of the non-profit status of the corporation; for appointing an executive director or staff, if any, who shall have such duties and responsibilities as are from time to time assigned by the Board of Directors; for the establishment and control of the budget for the corporation including authorizing expenditures of the corporation; for developing sources of funds to support the purposes of the corporation or other lawful purposes compatible with purposes of the corporation; and for any other matter not specifically referenced herein but as may require consideration or action by the Board of Directors.
4.3 Directors shall serve terms of two (2) years and shall continue in office until their successors are elected and assume office. Any vacancy on the Board arising prior to expiration of a two (2) year term of a Director may be filled for either the remainder of the term, or for a new two (2) year term, as decided by the Directors and said vacancy shall be filled by nomination and election by the remaining Directors in accordance with these Bylaws. Directors may be re-elected for additional terms.
4.5 A written request for nominations for all vacant Board of Director seats, or for seats that are approaching expiration, shall be sent to all current Directors at least fourteen (14) days prior to the Annual Meeting or fourteen (14) days prior to any other regular or special meeting in Lieu of Annual Meeting if such meeting includes the purpose of electing Directors. Nominations must be received by the Board of Directors at least seven (7) days prior to the Annual Meeting or Special Meeting in Lieu of Annual Meeting. Nominees shall have an opportunity to speak to the Board of Directors at such Annual Meeting or Special Meeting within such time limits as prescribed by the Board of Directors. Elections shall be held at such meeting and the nominee(s) receiving the most votes of Directors shall be seated on the Board for the remainder of the vacated term or for a new three year term as determined by the Board. Tie votes shall be decided by run-off election as needed. The initial Board of Directors shall be those elected by the incorporators at the organizational meeting and named as Directors in the Articles of Organization as filed with the Secretary of State of the Commonwealth of Massachusetts.
4.6 A director may be removed for cause or without cause upon the vote of two thirds (2/3) of the seated directors. Cause shall include, but not be limited to, failure to attend three (3) consecutive meetings. Any director proposed to be removed for cause shall be entitled to at least 10 days notice in writing by mail, or by e-mail in the event said Director previously consented to e-mail notifications for notice of corporate matters, of the meeting of the Board of Directors at which such removal is to be voted upon and shall be entitled to a full and fair process and opportunity to be heard, including adequate notice of the substance of the complaint.
Article 5. Officers
5.1 The officers of the corporation shall be a president, treasurer and clerk elected by and from the Board of Directors. No Director shall hold more than one office at a time. The officers of the corporation shall perform the duties prescribed by these bylaws and applicable law.
5.2 The officers of the corporation shall be the officers of the Board of Directors.
5.3 The officers shall serve a renewable term of two (2) years or until their successors are elected. As determined by the Board of Directors, officers shall be elected by the Board of Directors at either an Annual Meeting or Special Meeting in Lieu of Annual Meeting or Regular Meeting, so long as notice of such meeting, including notification of the election of officers, is included in such notice. When an office becomes vacant because of resignation, removal or inability to serve, the Board shall exercise best efforts to fill such office by election at the next meeting of the Board.
5.4 The president shall call, prepare agendas for, and conduct all meetings of the Board and the Corporation, oversee the implementation of policies adopted by the Board, serve as the primary contact between the staff and the Board, represent the corporation as necessary; an perform such other duties as may from time to time be required; make committee assignments if committees are constituted, and name a convener for each committee who shall serve as chair until or unless another chair is elected by the committee; refer matters to appropriate committees and coordinate the activities of the committees; with all of the fore going subject to such directives of the Board as may be duly adopted. The president may delegate his/her authority to other Directors to represent the Board and may delegate such authority to other Directors as she/he deems appropriate.
5.5 The Treasurer shall be elected by the Board of Directors and serve at the will of the Board. She/he shall be responsible for insuring that the financial affairs of the corporation are in order, under the general direction of the Board of Directors, and have such duties related to financial and business matters of the corporation as may from time to time be assigned by the Board or the President. Treasurer duties shall include, among others, filing or seeing to the appropriate filing of annual statements required by the Public Charities Division of the Office of the Attorney General of the Commonwealth of Massachusetts and filing or seeing to the appropriate filing of any Internal Revenue Service or Massachusetts Department of Revenue filings, subject to consultation with and general direction of the Board of Directors. The Treasurer shall prepare an annual financial report for the Annual Meeting and such other financial reports as customary and usual for a non-profit tax exempt charitable organization. When necessary and proper, he or she will endorse on behalf of the corporation all checks, drafts, notes, and other obligations and evidences of the payment of money to the corporation or coming into his or her possession, in such bank or banks as may be selected by the board of directors. He or she will deposit the same, together with all other funds of the corporation coming into his or her possession, and will keep full and accurate account of all receipts and disbursements of the corporation in books belonging to the corporation, which will be open at all times to the inspection of the board of directors. Notwithstanding the foregoing, any execution of financial instruments, checks or expenditures or incurring of obligations shall be authorized only upon approval by the Board of Directors, or in accordance with such policies and rules governing financial matters as may be adopted by the Board of Directors. All financial instruments or documents involving payment of sums in excess of five thousand dollars will require two signatures, at least one of which must be that of a member of the board of directors and the other may be the executive director or general manager or other member of the board of directors, with the foregoing being subject to approval of the Board of Directors.
5.6 The Clerk shall be responsible for the preservation of the official records and documents of the corporation, for recording and distributing minutes of the meetings of the corporation and of the Board; and for carrying out such other duties and responsibilities as may from time to time be assigned by the Board of Directors or the President. The Clerk shall prepare and file or see to the filing of the annual report required by the Secretary of State of the Commonwealth of Massachusetts and shall attend to such other records and filings as directed by the Board. The Clerk shall maintain a list of persons serving on the Board of Directors and the commencement and expiration dates of their terms, including a record of persons serving as Officers and the terms of their offices. The Board of Directors at its discretion may elect an assistant secretary, not necessarily a member of the board of directors, who will perform the duties and assume the responsibilities of the secretary as above set forth under the general direction of the secretary or president.
5.7 Any officer may be removed from his/her position as officer with or without cause by the board of directors by a vote of a majority of all of the board members. The matter of removal may be acted upon at any meeting of the board, provided that the notice of intention to consider said removal has been given to each board member and to the officer affected at least seven days previously.
Article 6. Meetings of the Board of Directors
6.1 Annual Meetings. The Annual Meeting shall be held between October 1 and December 31 each year and shall be for the purpose of electing officers and directors in the event of a vacancy or expiration of a term of service; and, if requested by the Board of Directors, receiving reports of officers and committees if and when committees are constituted; and for any other business that may arise. At least fourteen (14) calendar days' notice shall be given prior to the holding of an Annual Meeting. If applicable, said notice shall state that nominations shall be filed with the Clerk at least seven (7) days prior to the Annual Meeting.
6.2 Regular Meetings. Regular meetings of the corporation shall be held as needed during the months September through June, and shall be held at the corporation's principal place of business, or other location, as scheduled by the Board of Directors. Directors may participate in meetings in person or by conference call, as long as all Directors may hear one another simultaneously. At least seven (7) calendar days' notice shall be given prior to the holding of a Regular Meeting.
6.3 Special Meetings. Special meetings may be called by the President and any other Director or upon the written request of a majority of the Board of Directors. The purpose of the meeting shall be stated in the minutes of the meeting. A Special meeting may take up any business that may be taken up at an Annual Meeting or Regular Meeting. Except in cases of emergency, at least seven (7) calendar days' notice shall be given prior to the holding of a Special Meeting. Any Special Meeting held for the purpose of electing Directors or Officers shall have at least such notice as required for the holding of an Annual Meeting, being fourteen (14) days notice. If applicable, said notice shall state that nominations shall be filed with the Clerk at least seven (7) days prior to the Annual Meeting.
6.4 Notices. The Clerk or at their discretion, the Executive Director, shall be responsible for sending out notices of meetings of the corporation, including reasonable notice of items of business upon which action is anticipated, by U.S. mail, or by e-mail to those Directors who have consented to notice by e-mail.
6.5 Quorum. A quorum for the conduct of business at meetings of the Corporation shall be a simple majority of the Directors currently serving on the Board of Directors.
6.6 Majority Action as Board Action. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Bylaws of this corporation or applicable law require a greater percentage or different voting rules for approval of a matter by the Board.
6.7 Action Without Meeting. The Board of Directors may take action outside of a meeting by unanimous written consent, which consent may be provided in electronic or print form. The Board of Directors shall ratify any such action at its next regular or special meeting.
6.7 With respect to matters or procedures regarding the conduct of meetings not addressed by these bylaws or applicable law, the Board of Directors shall, upon request of a Board member, use Robert's Rules of Order (latest edition) for non-binding guidance as to appropriate parliamentary procedure.
Article 7. Advisory Board
If and when developed, the members of an advisory board(s) shall be appointed by the Board of Directors. Past directors may be members of this committee. Any number of persons may serve on such an advisory board(s). The term of office for all members of an advisory board(s) shall be at the discretion of the Board. Reimbursement of expenses may be paid to members of an advisory board(s) as determined appropriate by the Board of Directors. Such Board’s shall act in an advisory capacity only and subject to the ultimate control of the Board of Directors.
Article 8. Committees
The Board of Directors may create such Committees as the Board finds necessary. At least one member of each such Committee shall be a member of the Board. Membership of all Committees except an Executive Committee may include persons other than Board members. Each Committee shall choose a chairperson who is a member of the Board. The Chair shall regularly report to the president of the Board on the business of the Committee and may bring recommendations and other reports of the Committee before the Board, and shall keep the Board informed as to the date and time of the next meeting of the Committee. The Board of Directors may further delineate rules and procedures for Committees by amendment of these bylaws or by adoption of such rules and regulations for Committees as determined by the Board.
Article 9. Associate Members
The Board of Directors may create such class or classes of non-voting associate members as determined by the Board and subject to such terms and conditions as may from time to time be adopted by the Board. There shall be no class of voting members and the Board of Directors shall be the only persons voting on and governing the conduct of the corporation.
Article 10. Miscellaneous
10.1 The corporation will have the power to indemnify and hold harmless any director, officer, or employee from any suit, damage, claim, judgment, or liability arising out of, or asserted to arise out of, conduct of such person in his or her capacity as a director, officer, or employee (except in cases involving willful misconduct). The corporation will have the power to purchase or procure insurance for such purposes.
10.2 The board of directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of, and of behalf of, the corporation. Such authority may be general or confined to specific instances.
10.3 The corporation will keep correct and complete books and records of accounts and it will keep at the registered or principal office a record giving the names and addresses of the members of the Board of Directors. All books and records of the corporation may be inspected by and Director at any reasonable time.
10.3.1 The corporation, by its Board of Directors, shall regularly review and discuss financial practices and procedures to ensure proper financial controls and appropriate practices.
10.4 The fiscal year of the corporation will be the calendar year.
10.5 Fees and Compensation. Directors shall not be compensated for serving on the Board of Directors except as set forth herein. Directors shall be entitled to reimbursement of expenses incurred on behalf of the corporation if such reimbursement is approved in advance by vote of the Board. Nothing herein shall be considered to preclude any Director from serving the corporation in any other capacity, including as an officer, agent, employee or otherwise, and receiving compensation therefor, however, compensation for services rendered to the Corporation any such compensation shall be authorized by the Board only after deliberations by the Board at which the interested party has recused herself/himself, and Interested Persons (defined in Section 10.6) shall recuse themselves, and in accordance with procedures relating to same as set forth in Sections 10.6 and 10.7 below and applicable law.
10.6 Interested Persons. For the purposes of these Bylaws, "interested persons" means either (I) any person currently being compensated by the corporation for services rendered (excluding expense reimbursement) or any person compensated for such services within the previous twelve (12) months whether as a full-time or part-time employee, independent contractor, or otherwise; or (II) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law or father-in-law of any such person. The provision of this Section shall not affect the validity or enforceability of any transaction entered into by the corporation.
10.7 Self-Dealing Transactions. The corporation shall not be a party to a transaction in which one or more of its Directors has a material financial interest ("Interested Director") unless:
Prior to entering into the transaction, after full disclosure to the Board of all material facts as to the proposed transaction and the Interested Director's interest, the Board in good faith and by a vote of a majority of the Directors then in office (without including the vote of the Interested Director or Interested Persons): Resolves and finds that (1) the transaction is in the corporation's best interests and for the corporation's own benefit and (2) the transaction is fair and reasonable as to the corporation, and (3) and the Board of Directors (with recusal of Interested Persons) approves the entire transaction. In any conflict of interest situation, it shall at a minimum be required that the person with a conflict or potential conflict fully disclose the details of same to the Board of Directors; and that the Board of Directors consider and deliberate on such matter upon recusal of the potentially conflicted person from Board deliberations of same, and the Board in its deliberations be guided by the best interests of the organization and make findings based on the best interests of the organization.
10.8 Other Conflict of Interest Policies. The Board of Directors shall, in addition to the provisions set forth in Article 10 regarding self-dealing transactions and interested person transactions, adopt such conflict of interest rules and policy statements as in the best interests of the organization and consistent with any applicable requirements for organizations exempt from taxation under 501(c)(3). In any conflict of interest situation, it shall at a minimum be required that the person with a conflict or potential conflict fully disclose the details of same to the Board of Directors; and that the Board of Directors consider and deliberate on such matter upon recusal of the potentially conflicted person from Board deliberations of same, and the Board in its deliberations be guided by the best interests of the organization and make findings based on the best interests of the organization.
Article 11. Amendments
The board of directors may amend these bylaws to include or omit any provision that it could lawfully include or omit at the time the amendment is made. Upon written notice of at least ten (10) days, any number of amendments or an entire revision of the bylaws may be submitted and voted upon at a single meeting of the board of directors and will be adopted at such meeting upon receiving a two-thirds vote of the members of the board of directors.
Article 12. Dissolution
Upon the dissolution of the corporation and after the payment or the provision for the payment of all the liabilities of the corporation, the board of directors will dispose of all of the assets of the corporation exclusively for the purposes of the corporation or to the organizations that are then qualified as tax-exempt organizations under section 501(c) of the Internal Revenue code. Any assets not so disposed of will be disposed of by a court of jurisdiction in the county in which the principal office of the corporation is located.