Friends of the Dalton Council on Aging, Inc.
PO Box 15, Dalton, Massachusetts 01227-0015
ARTICLE I
Section 1 – Name
The name of the organization shall be known as, “Friends of the Dalton Council on Aging, Inc.”
Section 2 – Location
The corporation shall have such offices in addition to the principal office set forth in the Articles of Organization as the Board of Directors may from time to time designate.
ARTICLE II
Purposes
The purpose or purposes for which the corporation is formed are as follows:
The Friends of the Dalton Council on Aging has as its purpose to foster community and financial support for the said Council. The organization will operate as a non-profit corporation under Chapter 180 of the Massachusetts General Laws and in compliance with Section 501 (c) 3 of the U.S. Internal Revenue Code.
The Friends of the Dalton Council shall operate exclusively for charitable, scientific, literary and educational purposes, defined in accordance with the applicable provisions of the Internal Revenue Code of the United States.
PROVIDED, HOWEVER, that any references herein to any provision of the Internal Revenue Code of 1954 (hereinafter called the “Code”) shall be deemed to mean such provision as now or hereafter existing, amended, supplemented, or superseded, as the case may be.
PROVIDED FURTHER, that in all events and under all circumstances, and notwithstanding merger, consolidation, reorganization, termination, or dissolution of the Corporation, voluntary or involuntary, or by operation of law, the following provisions shall apply:
- This corporation shall not have or exercise any power or authority either expressly, by interpretation or by operation of law, nor shall it directly or indirectly engage in any activity that would prevent this Corporation from qualifying and continue to qualify as a corporation described in Section 501 (c) 3 of the Code, contributions to which are deductible for Federal income tax purposes.
- No substantial part of the activities of this Corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation; nor shall it in any manner or to any extent participate in, or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office.
- The Corporation will not be operated for the primary purpose of carrying on trade or business for profit. Neither the whole nor any part or portion of the assets or net earnings of this Corporation shall be used, nor shall the Corporation be organized or operated for purposes that are not exclusively charitable, scientific, literary or educational within the meaning of Section 501 (c) 3 of the Code.
- No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to the members, directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions to furtherance of the purposes set forth above.
- In the event of termination, or dissolution of the Corporation in any manner or for any reason whatsoever, its remaining assets, if any, shall be distributed to one or more organizations described in Section 501 (c) 3 of the Code.
ARTICLE III
Board of Directors
Section 1 – General Powers
As stewards of the public trust, the Board of Directors (“the Board”) shall be responsible for governance, the ongoing process of due diligence to assure the health and effectiveness of the corporation. The Board shall have the power to govern the affairs and property of the corporation, in keeping with policies it establishes that define the Board’s scope of authority and limitations.
The Activities of the Corporation shall be managed by a Board of Directors who shall have and may exercise all the powers of the Corporation except as otherwise reserved to the members by law, by the Articles of Organization or by these Bylaws.
The Board of Directors shall have the power to make investments, receive bequests, invest funds, to lease, purchase or acquire any real estate or other property, rights, licenses, or privileges necessary or convenient for the purpose of this Corporation so far as permitted by law and at such price and consideration and generally on such terms and conditions as they think fit; to borrow money on the credit of the Corporation; to incur such indebtedness on the notes of the Corporation or otherwise as they deem necessary to secure any indebtedness by pledge, mortgage, or other collateral; to engage and appoint all employees or agents of the Corporation on terms they think advisable and to fix reasonable salaries of the same, and to remove same at any time by a vote of the Board of Directors; to make rules and regulations for the guidance of the officers, employees and agents of the Corporation; to designate in any emergency and otherwise what persons, officers, or agents may sign Corporate checks in addition to or in substitution for any officer or officers empowered to do so by these bylaws; to raise funds on behalf of the Corporation whether by securing loans or by soliciting donations from private persons, Corporations, foundations or from whatever source whatsoever and by any method whatsoever.
Section 2 – Enumeration, Election and Terms of Office
The Board shall consist of at least three (3) and no more than fifteen (15) members, as determined from time to time by the Board. All Directors shall have identical rights and responsibilities. Each Director shall hold office until the next annual election of Directors and until his successor is chosen and qualified. The Executive Director and current Chairman or other designee of the Dalton Council on Aging Board of Directors shall be ex officio members of the Board of the Friends but without voting privileges.
Section 3 – Meetings of the Board of Directors
The Board shall meet no less than four times per year, one of which shall be the Annual Meeting held in June of each year. Notice shall be give to each Director at least fifteen (15) days prior to the date of every regular meeting of the Board. Stipulation of the annual Board calendar shall fulfill the requirement for notice.
Section 4 – Notice of Directors Meetings
Notice of all Directors meetings (except as provided in Section 3 of this Article) and of all special meetings of the Board of Directors shall be given to each Director by the Clerk, or in case of death, absence, incapacity, or refusal of such person, by the officer or one of the Directors calling the meeting. Notice shall be given to each Director personally, or by telephone or by written notice mailed to his/her business or home address at least forty-eight hours in advance of the meeting.
Section 5 – Quorum
A majority of the Directors then in office shall constitute a quorum. Less than a quorum may adjourn any meeting from time to time without further notice.
Section 6 – Action of the Board of Directors
At any meeting of the Board of Directors at which a quorum is present, the vote of the majority of those present, except if a larger vote is required by law, by the articles of organization, or by these bylaws, shall be sufficient, to decide any question brought before the meeting.
Section 7 – Committees
There shall be a standing committee for Board Membership. The President shall appoint a membership chair at the annual meeting. Also at the Annual Meeting, a representative to serve on the Council on Aging Program Committee shall be appointed. Other subcommittees may be appointed for specific purposes by the Board.
Section 8 – Resignations
Any Director or other officer may resign by delivering his/her written resignation to the Corporation at its principal office or to the President or the Clerk. Such resignation shall be effective upon receipt unless it is specified to be effective upon its acceptance by the Board of Directors.
Section 9 – Vacancies
Any vacancy on the Board of Directors, whether caused by death, resignation or the creation of new positions on the Board of Directors may be filled by the existing Directors to serve until the next annual meeting of the members; however, if the remaining Directors do not choose to fill the vacancies, they may exercise the power of the full board until new Directors are elected. The Board of Directors shall have the power to fill any vacancies among the officers of the Corporation.
Section 10 – Removals
The Board may remove any Officer or Director for cause by two-thirds (2/3) vote of all Directors then in office, at any regular or special meeting of the Board, provided that a statement of the reason or reasons shall have been mailed by Registered Mail to the Officer or Director proposed for removal at least thirty (30) days before any final action is taken by the Board. This statement shall be accompanied by a notice of the time when, and place where the Board is to take action on the removal. The Officer or Director shall be given an opportunity to be heard and the matter considered by the Board at the time and place mentioned in the notice.
ARTICLE IV
Officers
Section 1 – Positions
There shall be four (4) elected officers of the Board of Directors: President, Vice President, Clerk and Treasurer. The roles and qualification of these Officers shall be determined by the Board in its policies.
Section 2 – Nomination and Election
The Membership Committee is responsible for filling vacancies on the Board of Directors, and to present a slate of Officers to be elected at the Annual Meeting. The nominated Officers shall be drawn from among the members of the Board of Directors. The election of Officers shall be held at the annual meeting of the Board, immediately following the election of the Board members. The newly elected Officers shall take office immediately following the close of the meeting at which they are elected and the term of office shall be one year.
ARTICLE V
Fiscal Year
The fiscal year of the Corporation shall begin January 1 and end December 31.
ARTICLE VI
Miscellaneous Provisions
Section 1 – Execution of Instruments
Unless otherwise determined by the Board of Directors, all deeds, leases, contracts, assignments, instruments of transfer, proxies, and other instruments, acceptances, promissory notes of exchange and other orders for payment of money shall be signed by the Treasurer and President. Checks to pay bills, with the approval of the board of directors shall be signed by the Treasurer.
Section 2 – Evidence of Authority
A certificate by the Clerk or a Temporary Clerk as to any action taken by the members, the Board of Directors or any other officer or representative of the Corporation shall, as to all persons who rely thereon in good faith, be conclusive evidence of such action.
ARTICLE VII
Amendments
These bylaws may be amended by a two-thirds vote of the Board of Directors present at any Board meeting, provided that written notice of the time and place of such meeting and the substance of the proposed amendment shall be electronic or postal mailed to each board member at his/her last known address at least seven (7) days in advance of such meeting.
ARTICLE VIII
Procedure
Roberts Rules of Order shall be the parliamentary authority for all matters of procedure not specifically covered by these Bylaws or special rules or procedures adopted by the Corporation.
ARTICLE IX
Dissolution
Upon the dissolution of the Corporation, the officers shall pay or make provision for the payment of all of the assets to such other organization/s organized and operated exclusively for charitable, educational or for other purposes as all officers shall determine. Any such assets not so disposed of shall be disposed of by the Probate and Family Court of Berkshire County, exclusively for such purposes or to such organizations as the Court shall determine.
ARTICLE X
Effective Date
The effective date of these Bylaws shall be the date of that meeting at which the Bylaws shall have been approved as hereinbefore set out by an affirmative vote of not less than three-fourths of the members present.
The date on which this approval is voted is: April 11, 2012
The date/s on which these by laws are amended: October 7, 2015
(Signed) January 9, 2017
Susan P. Jacobs, Chairman