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bylaw version
BYLAWS
Of
The Friends of St. Peter Lithuanian Parish, Inc.
ARTICLE I
Purposes
The purposes of The Friends of St. Peter Lithuanian Parish, Inc. (the
"Corporation") are those stated in its Articles of Incorporation
(the "Articles"):
The Corporation is organized exclusively for religious, charitable and
educational purposes, including the perpetuation of the Lithuanian cultural
heritage by applying the assets of the Corporation to religious, literary,
educational and charitable uses.
The Corporation shall function as an entity organized under the General
Not For Profit Corporation Act of the Commonwealth of Massachusetts (the
"Act") qualified under Section 501(c)(3) of the Internal Revenue
Code.
ARTICLE II
Offices
The Corporation shall have and continuously maintain in the Commonwealth
of Massachusetts a registered office and a registered agent whose office
is identical with such registered office and may have other offices as
the Board of Directors of the Corporation (the "Board") may
from time to time determine.
ARTICLE III
Members
Section 1: ADMISSION OF MEMBERS. The membership of the Corporation shall
consist of those individuals or entities who have (a) contributed at least
one hundred dollars ($100.00) to the Corporation and (b) been approved
as a member by a majority of the Board.
Section 2: VOTING. Each member of the Corporation shall be entitled to
one (1) vote
Section 3: MEMBERSHIP RECORDS. The Corporation shall maintain at its registered
office a register of members, which register shall set forth the identity
of each member. Each member that is not an individual shall submit the
name and address of its duly appointed representative to the Corporation's
registered office.
Section 4: RESIGNATION OF MEMBERS. Any member of the Corporation may resign
from the Corporation by submitting a written notice of resignation to
the Corporation's registered office. Upon receipt by the Corporation of
such resignation, such resigning member's name shall be removed from the
register of members. Contributions made by such resigning members shall
not be refundable.
Section 5: ANNUAL MEETING. The annual meeting of members shall be called
by the Board, at such place, day and hour as shall be described in written
notice delivered to each member no less than thirty (30) and no more than
sixty (60) days before the date of the meeting. At the annual meeting,
the members shall, pursuant to an agenda provided by the Board with the
notice described above:
a. Consider and approve the number of Directors of the Board, as recommended
by the Board, which number shall be no less than four (4) and no more
than six (6);
b. Elect directors constituting one third (1/3) of the Board, for a three
(3) year term.
c. Consider and approve the selection of the independent auditor, as recommended
by the Board
d. Consider and review any reports, activities, proposals, projects and
recommendations presented to the members by the Board
e. Consider and approve such other matters as may be proposed by the Board;
and
f. Consider and approve such other matters as may be proposed by any member;
provided such matter was described in reasonable detail by such member
to the Board not more than six (6) months after the date of the previous
annual meeting of members.
g. Meetings shall be conducted in accordance with Roberts Rules of Order.
Section 6: SPECIAL MEETINGS. Special meetings of the members may be called
by the President, the Board or by members having thirty-five (35%) of
the total registered votes entitled to be cast at such meeting. Written
notice stating the place, within or without the Commonwealth of Massachusetts,
day, hour and purpose or purposes for which the meeting is called shall
be delivered to each member no less than five (5) and no more than sixty
(60) days before the date of the meeting (or in the case of a meeting
called for the purpose of removal of one or more directors, a merger,
consolidation, dissolution or sale, lease or exchange of assets, no less
than twenty (20) and no more than sixty (60) days before the date of the
meeting).
Section 7: NOTICES. Written notice of any meeting of members shall be
delivered personally or sent by regular mail, or e-mail, to each member
at the member's address as shown on the register of members. If mailed,
such notice shall be deemed to be delivered two days after deposit in
the U.S. mail in a sealed envelope so addressed, with postage thereon
prepaid. If notice be given by e-mail, such notice shall be deemed to
be delivered on the day the sending machine confirms delivery of the e-mail
transmission. Any member may waive notice of any meeting. The attendance
of a member at any meeting shall constitute a waiver of notice of such
meeting, except where a member attends a meeting for the express purpose
of objecting to the transaction of any business because the meeting is
not lawfully called or convened.
Section 8: QUORUM. Members holding at least one-tenth (1/10) of the total
registered votes entitled to be cast on a matter, represented in person,
shall constitute a quorum for consideration of such matter at a meeting
of members. If a quorum is present, the affirmative vote of a majority
of the votes present and voted shall be the act of the members, unless
the vote of a greater number of voting is required by law, the Articles
or these Bylaws.
ARTICLE IV
Directors
Section 1: GENERAL POWERS. The affairs of the Corporation shall be managed
by its Board of Directors. The Board shall:
a. Elect for two (2) year terms, the President, Vice President, Secretary,
Treasurer and such other officers as shall be recommended by the President;
b. Manage the assets and the affairs of the Corporation;
c. Review the recommendations made at the annual meeting of members;
d. Appoint members to serve on committees as necessary; and
e. Approve the annual budget and financial reports.
Section 2: NUMBER, TENURE AND QUALIFICATION. The number of Directors which
shall constitute the whole Board shall be not fewer than four (4) and
not more than six (6). One-third (1/3) of the Directors shall be elected
at each annual meeting, and each Director shall hold office for a period
of two (2) years and until the Director's successor shall have been elected
and qualified.
Section 3: REGULAR MEETINGS. The Board shall hold regular meetings, called
by the President not fewer than three (3) times annually, at such time(s)
and places, as designated by the President.
Section 4: SPECIAL MEETINGS. Special meetings of the Board may be called
by or at the request of the President or any Director. The person or persons
authorized to call special meetings of the Board may fix any place as
the location for any special meeting of the Board called by them.
Section 5: NOTICE. Notice of any meeting of the Board shall be given in
advance by notice delivered personally or sent by regular mail, voice
mail, e-mail, fax or courier service to each Director at the Director's
address. The attendance of a Director at any meeting shall constitute
a waiver of notice of such meeting, except where a director attends a
meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened. Neither
the business to be transacted at, nor the purpose of, any regular or special
meeting of the Board need be specified in the notice or waiver of notice
of such meeting, unless specifically required by law or these Bylaws.
Section 6: QUORUM. A majority of the Directors currently in office shall
constitute a quorum for the transaction of business at any meeting of
the Board, provided, that if less than a majority of the directors are
present at said meeting, a majority of the Directors present may adjourn
the meeting.
Section 7: MANNER OF ACTING. The act of a majority of the Directors present
at a meeting at which a quorum is present shall be the act of the Board,
except where otherwise provided by law, the Articles or these Bylaws.
Section 8: VACANCIES. Any vacancy occurring in the Board, or any Directorship
to be filled by reason of an increase in the number of Directors, shall
be filled by the Directors, regardless of whether such remaining Directors
constitute a quorum. A Director elected to fill a vacancy shall be elected
for the unexpired term of his/her predecessor in office.
Section 9: INFORMAL ACTION BY DIRECTORS. Any action to be taken at a meeting
of the Directors may be taken without a meeting if a consent in writing
or e-mail, setting forth the action so taken, shall be signed by all of
the Directors entitled to vote with respect to the subject matter thereof.
Section 10: RESIGNATION AND REMOVAL OF DIRECTORS. A Director may resign
at any time upon written notice to the Board. Any Director who fails to
attend at least three meetings of the Board during any twelve (12) month
period, and the Board having decided accordingly, shall be deemed to have
resigned. A Director may be removed by the Board, with or without cause,
as specified by the Act.
Section 11: LOANS PROHIBITED. No loans shall be made by the Corporation
to any Director or Officer.
ARTICLE V
Officers
Section 1. OFFICERS. The officers of the Corporation shall include a President,
Vice President, Secretary, Treasurer, and such other officers as may be
elected in accordance as per Article IV, Section 1. The Board may elect
or appoint such other officers, including one or more assistant secretaries
and one or more assistant treasurers, as it shall deem desirable, such
officers to have the authority and perform the duties prescribed, from
time to time, by the Board. Multiple offices may be held by the same person.
Section 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation
shall be elected as per Article IV, Section 1. Each officer shall hold
office until his or her successor shall have been duty elected and shall
have qualified.
Section 3. REMOVAL. Any officer or agent elected or appointed by the Board
may be removed by the Board whenever in its judgment the best interests
of the Corporation would be served thereby.
Section 4: PRESIDENT. The President shall be the principal executive officer
of the corporation and shall in general supervise and control all of the
business and affairs of the corporation. He/she shall preside at all meetings
of the members and of the Board of Directors. He/she shall have the power
to sign any deeds, mortgages, bonds and contracts or other instrument
or instruments which the Board has authorized to be executed, except where
the signing or execution thereof shall be expressly delegated by the Board
of Directors or by these bylaws or by statute to some other officer or
agent of the corporation. , and in general shall perform all duties incident
to the office of President and such other duties as may be prescribed
by the Board from time to time. He/she shall be a member ex-officio of
all committees.
Section 5. VICE PRESIDENT. In the absence of the President or in the event
of his or her inability or refusal to act, the Vice President shall perform
the duties of the President, and when so acting, shall have all the powers
of and be subject to all the restrictions upon the President. The Vice
President shall perform such other duties as from time to time may be
assigned to him/her by the President or by the Board.
FOSP By Laws, January, 2005 Page 4 of 7 Section 6. SECRETARY. The Secretary
shall be the Clerk of the Corporation and shall keep minutes of the meetings
of the Board in books provided for that purpose; see that all notices
are duty given in accordance with the provisions of these Bylaws or as
required by law; be custodian of the corporate records of the Corporation;
keep a register of the post office address of each Director which shall
be furnished to the Secretary by such Director; and in general perform
all duties incident to the office of Secretary and such other duties as
from time to time may be assigned to the Secretary by the President or
by the Board.
Section 7. TREASURER. If required by the Board, the Treasurer
shall give a bond for the faithful discharge of his or her duties in such
sum and with such surety or sureties as the Board shall determine. The
Treasurer shall have charge and custody of and be responsible for all
funds and securities of the Corporation; receive and give receipts for
moneys due and payable to the Corporation from any source whatsoever,
and deposit all such moneys in the name of the Corporation in such banks,
trust companies or other depositories as shall be selected in accordance
with the provisions of these Bylaws; and in general perform all the duties
incident to the offices of Treasurer and such other duties as from time
to time may be assigned to the Treasurer by the President or by the Board.
He shall make a report monthly to the President and the Board of Directors
showing a detailed statement of the association accounts.
Section 8. ASSISTANT TREASURERS AND SECRETARIES. If required by the Board,
the assistant treasurers shall give bonds for the faithful discharge of
their duties in such sums and with such sureties as the Board shall determine.
The assistant treasurers and assistant secretaries, in general, shall
perform such duties as shall be assigned to them by the Treasurer or the
Secretary or by the President or the Board.
Section 9: COMPENSATION. Officers and Directors shall serve without compensation.
ARTICLE VI
Contracts, Checks, Deposits and Special Donations
Section 1. CONTRACTS. The Board 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 on behalf of the Corporation, and such authority
may be general or confined to specific instances.
Section 2. CHECKS. All checks, drafts or other orders for the payment
of money, notes or other evidences of indebtedness issued in the name
of the Corporation, shall be signed by such officer or officers, agent
or agents of the Corporation and in such manner, as shall from time to
time be determined by resolution of the Board. In the absence of such
determination by the Board, such instruments shall be signed by the Treasurer
or an assistant treasurer and countersigned by the President or Vice President
of the Corporation.
Section 3. DEPOSITS. All funds of the Corporation shall be deposited from
time to time to the credit of the Corporation in such banks, or other
depositories as the Board may select.
ARTICLE VII
Books and Records
The Corporation shall keep correct and complete books and records of account
and shall also keep minutes of the proceedings of its Board, and shall
keep at the registered or principal office a record giving the names and
addresses of the directors. All books and records of the Corporation may
be inspected by any member entitled to vote or his or her agent or attorney
for any proper purpose at any reasonable time.
ARTICLE VIII
Fiscal Year
The fiscal year of the Corporation shall end on the last day of December
in each year.
ARTICLE IX
Independent Auditor
The Board must select and recommend to the membership an independent auditor
who will review the financial books and records of the Corporation and
issue a report to the Board and membership at the annual meeting.
ARTICLE X
Waiver of Notice
Whenever any notice is required to be given under the provisions of the
Act or under the provisions of the Articles or by the Bylaws, a waiver
thereof in writing signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent
to the giving of such notice.
ARTICLE XI
Committees
Section 1: COMMITTEES OF THE CORPORATION. The Board, by resolution adopted
by a majority of the Directors in office, may designate one or more committees,
such as a Bylaws Committee, each of which shall include two or more directors
who shall constitute a majority of the membership of such committees,
which committees, to the extent provided in said resolution and not restricted
by law, shall have and exercise the authority of the Board in the management
of the Corporation; but the designation of such committees and the delegation
thereto of authority shall not operate to relieve the Board, or any individual
Directors, of any responsibility imposed upon such Director by law.
Section 2: TERM OF OFFICE. Each member of a committee shall continue as
such until his/her successor is appointed by the Board, unless the committee
shall be sooner terminated, or unless such member shall be removed from
such committee, or unless such member shall cease to qualify as a member
thereof.
Section 3: CHAIRPERSON. One member of each committee shall be appointed
Chairperson of the Committee.
Section 4: VACANCIES. Vacancies in the membership of any committee may
be filled by appointments made in the same manner as provided in the case
of original appointments.
Section 5: QUORUM. Unless otherwise provided in the resolution of the
Directors designating a committee, a majority of the whole committee shall
constitute a quorum and the act of a majority of the members present at
a meeting at which a quorum is present shall be the act of the committee.
Section 6: RULES. Each committee may adopt rules for its own governance
not inconsistent with the Act, the Articles, these Bylaws or any rules
adopted by the Board. The President shall serve as "ex officio"
member, without voting rights, of all committees.
ARTICLE XII
Indemnification of Directors and Officers
The Corporation shall indemnify all officers, directors and agents of
the Corporation to the fullest extent permitted by the Act. In connection
therewith, the Corporation shall be entitled to purchase insurance for
such indemnification of Officers, Directors and agents as may be determined
from time to time by the Board.
ARTICLE XIII
Dissolution
The Corporation may be dissolved and its assets distributed, upon the
recommendation of the Board, at a meeting of the members called by the
Board to consider such dissolution, upon approval by at least three-fourths
(3/4) of the total registered votes present at such meeting.
ARTICLE XIV
Amendments to Bylaws
These Bylaws may be altered, amended or repealed at any annual meeting
upon approval by (a) a simple majority of the total registered votes present
at such meeting, if such alteration, amendment or repeal has been included
on the agenda and recommended by the Board or (b) at least two-thirds
(2/3) of the total registered votes present at such meeting, if such alteration,
amendment or repeal has been properly presented for consideration at such
annual meeting pursuant to these Bylaws, but is not being recommended
by the Board.
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