| Dear Friends, Do you want to become a voting member of Harmony Hill? Just let me know. So far, my voting members are Bill Champitto, Bonnie Barish, Nancy Williams, Alex Herwitz, Josephine Russo, Jeremiah Nesser, Lorie Hull and Virginia ??. The proposed articles of Incorporation that need to be voted on and/or amended are included in the attachment. Your input would be most helpful. Thank you!!
Love, Respect and Peace, Alfred
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The
Harmony Hill
Performing
Arts Foundation
Issue #5 142
Kenrick St., Apt. #13, Brighton, MA 02135 April 9th,
2011
|
Executive Officers President Jeremiah Nesser (617) 794-7909 Vice President Bill Champitto (617) 320-4136 Vice President Internet Operations Lorie Hull (781) 964-9252 Vice President Cinematic Operations Dave Rutter (617) 285-0591 Chief Volunteer (CEO) Alfred Nesser (860) 406-1111 President Andover Chapter Alex Herwitz 1(781) 244-4703 President Gloucester Chapter Bonnie Barish (978) 884-6098 President Lynn Chapter Josephine Russo (781) 346-4883 President Melrose Chapter Lorie Muse, Owner Absolutely Fabulous (781) 620-0940 President Middleton Chapter Carleton Raymond 1(978) 774-8205 President Nashua Chapter Bruce Minor (205) 265-7914 President Rockport Chapter Nancy Williams (978) 767-0705 President South Shore Development Chapter Lorie Hull (781) 964-9252 The Bruce Marshall Show Producer Alfred Nesser (860) 406-1111 The Derby St. Variety Show Producer Dan Tremblay (978) 777-2711 Associate Producer Alfred Nesser An Overall View Producer Alfred Nesser (860) 406-1111 Host Josephine Russo (781) 346-4883 The Scriptural Research & Publishing Company Presents… Producer Al Nesser 1 (860) 406-1111 Un Rayos en Las Tenieblas Executive Producer Roberto Marcano (781) 267-5971 Producer Alfred Nesser (860) 406-1111 The Bruce Marshall Show is available On-Demand at www.concordtv.com The Derby St. Variety Show is available On-Demand at www.danverstv.com The Bruce Marshall Show is also available at www.vimeo.com with selected promotional clips available on www.YouTube.com Television Station Managers can download all episodes of The Bruce Marshall Show in high (Mp2-broadcast) quality FREE from www.cmdn.com |
Change is Coming!!
Our first Draft from the The Harmony Hill Plan For
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To Become a Sponsor or a Donor, Please Contact: Al Nesser (860) 406-1111 alfred_102272@yahoo.com Or Your Local Chapter President |
The History of
Harmony Hill Performing Arts Foundation
The Harmony Hill Performing Arts Foundation is a grass roots
organization, of people helping people, serving the Northeast music
community. We publish the Harmony Hill
Monthly and maintain a list of talent, gigs and open mikes throughout the area.
We are in the process of becoming a 501(c)(3) non-profit corporation, in
association with federally funded Service Corps of Retired Engineers, under the
Small Business Administration, in
association with Harvard
University for the
purpose of incorporation.
We presently produce six cable television shows, including the
nationally televised Bruce Marshall Television Series, with free education and
training in radio, TV and film, along with job opportunities for commercial and
industrial projects. Our contacts within
the Hollywood film industry are
priceless.
We are also involved in providing food and clothing to people in
need, shelter and help resources for battered women, and prevention of
homelessness for musicians. We also
provide free legal services to members involving case specific music issues.
The Bruce Marshall Show went national on August 10th of
last year. We are now in negotiation to
bring the show live to every city in America. We already have a camera crew, from Salem, MA,
willing and ready to go. If you would
like us to come to your venue, or if you would like to personally appear on the
Bruce Marshall Show, please submit your request in writing to Jeremiah Nesser, 142 Kenrick St, Apt. #13, Brighton, MA 02135.
And if you’d like to become a part of the nationwide team, or if
you’d like to start a local chapter of your own, we will provide you with all
the technical assistance you could ever want or hope to have, to help establish
production groups in your own area for the betterment of your community’s
welfare and economy!
We hope that you will consider becoming a Sponsor* for one of our
television shows, and/or become a Donor* to help us continue our work, locally
and throughout the Northeast.
Please make out checks payable to your local chapter president or
send directly to Jeremiah Nesser, President, Harmony Hill Performing Arts
Foundation, 142 Kenrick St, Apt. #13, Brighton, MA 02135.
May God always bless you & keep you!
~Alfred Nesser
*Sponsors and donors are
subject to the established national Public Broadcasting Rules and Guidelines
for non-profit programming, available at www.pbs.org.
PROPOSED BY-LAWS (SUBJECT TO CHANGE!)
OF
Harmony Hill Performing Arts Foundation, Incorporated
Table of Contents
Page
ARTICLE I – THE CORPORATION……………………………………………………………………………….. 1
1. Name………………………………………………………………………………………………………… 1
2. Purpose and Location…………………………………………………………………………………. 1
ARTICLE II – MEMBERS………………………………………………………………………………………………. 1
1. Members…………………………………………………………………………………………………… 1
2. Tenure………………………………………………………………………………………………………. 2
3. Rights and Privileges of Members………………………………………………………………… 2
4. No Proprietary Rights of Members……………………………………………………………….. 2
5. Resignation and Removal……………………………………………………………………………. 2
6. Vacancies………………………………………………………………………………………………….. 2
7. Annual Meetings………………………………………………………………………………………… 2
8. Special Meetings………………………………………………………………………………………… 3
9. Notice of Meetings…………………………………………………………………………………….. 3
10. Quorum…………………………………………………………………………………………………….. 3
11. Voting………………………………………………………………………………………………………. 3
12. Action of Members Without a Meeting…………………………………………………………. 3
13. Proxies……………………………………………………………………………………………………… 3
14. Participation by Non-Members…………………………………………………………………….. 4
ARTICLE III – BOARD OF DIRECTORS……………………………………………………………………….. 4
1. Powers……………………………………………………………………………………………………… 4
2. Composition………………………………………………………………………………………………. 4
3. Tenure………………………………………………………………………………………………………. 4
4. Resignation and Removal……………………………………………………………………………. 4
5. Vacancies………………………………………………………………………………………………….. 4
6. Enlargement or Decrease in Number of the Board………………………………………….. 5
7. Regular Meetings……………………………………………………………………………………….. 5
8. Special Meetings………………………………………………………………………………………… 5
9. Notice of Meetings…………………………………………………………………………………….. 5
10. Actions of Board of Directors With and Without a
Meeting……………………………. 5
11. Quorum…………………………………………………………………………………………………….. 6
12. Executive and Other Board Committees……………………………………………………….. 6
13. Advisory Committees…………………………………………………………………………………. 6
ARTICLE IV – OFFICERS……………………………………………………………………………………………… 7
1. Enumeration………………………………………………………………………………………………. 7
2. Election…………………………………………………………………………………………………….. 7
3. Tenure………………………………………………………………………………………………………. 7
4. Resignation and Removal……………………………………………………………………………. 7
5. Vacancies………………………………………………………………………………………………….. 7
6. Salaries……………………………………………………………………………………………………… 8
7. President…………………………………………………………………………………………………… 8
8. Vice President……………………………………………………………………………………………. 8
9. Treasurer…………………………………………………………………………………………………… 8
10. Clerk………………………………………………………………………………………………………… 8
11. Other Powers and Duties…………………………………………………………………………….. 9
ARTICLE V – INDEMNIFICATION………………………………………………………………………………. 9
ARTICLE VI – CONFLICT OF INTEREST……………………………………………………………………. 10
1.
Purpose………………………………………………………………………………………………….. 10
2. Equitable Distribution…..……………………………………………………….10
3. Duty to Disclose…………………………………………………………………10
4. Determining
Whether a Conflict of Interest Exists………………………………………. 11
5. Procedures for Addressing the Conflict of Interest………………………………………. 11
ARTICLE VII – AMENDMENTS………………………………………………………………………………….. 11
ARTICLE VIII – MISCELLANEOUS
PROVISIONS…………………………………………………….. 11
1. Fiscal Year………………………………………………………………………………………………. 11
2. Seal………………………………………………………………………………………………………… 11
3. Execution of Instruments………………………………………………………………………….. 11
4. Transactions with Interested Parties……………………………………………………………. 12
5. Dissolution………………………………………………………………………………………………. 12
6. Gender……………………………………………………………………………………………………. 12
7. Articles of Organization……………………………………………………………………………. 12
BY-LAWS
OF
Harmony Hill Performing Arts Foundation, Incorporated
(adopted _____ ___, 2011)
ARTICLE I – THE
CORPORATION
1.
Name.
The name by which the Corporation shall be known is Harmony Hill
Performing Arts Foundation, Incorporated (the “Corporation”). These By-laws, the powers of the Corporation
and of its Directors and officers, and all matters concerning the conduct and
regulation of the affairs of the Corporation, shall be subject to such
provisions in regard thereto, if any, as are set forth in the Corporation’s
Articles of Organization.
2.
Purpose and Location. The Corporation is a corporation organized
under Chapter 180 of the Massachusetts General Laws for the purposes
enumerated in its Articles of Organization, as they may be amended from time to
time. 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 of the Corporation may change
the location of the principal office in the Commonwealth of Massachusetts
effective upon the filing of a certificate with the Secretary of State of the
Commonwealth.
ARTICLE II – MEMBERS
1.
Members.
Unless and until a majority of the Directors then in office shall have
voted to appoint one or more individual or corporate persons to serve as
members of the Corporation (“Members”), there shall be no Members. At such time or times as there shall be no
Members, any action or vote required or permitted by Chapter 180 of the General
Laws of Massachusetts, by any other laws, or by these By-laws to be taken by
Members shall be taken by action or vote of the same percentage of the
Directors of the Corporation.
If the Directors shall vote to elect one or
more Members of the Corporation, as referred to above, a majority of those who
are then Members shall thereafter, at their annual meeting or at any special
meeting, elect any additional Members.
At any special meeting or annual meeting, the Members may (a) increase
the number of Members, or (b) decrease the number of Members, but only to
eliminate vacancies caused by the death, resignation, removal or
disqualification of one or more Members.
In the event that no Members are available to appoint new Members,
additional Members may be added by the affirmative vote of a majority of the
members of the Board of Directors.
Unless the Members otherwise designate, there shall be no qualifications
for Members.
All of the following Sections of this ARTICLE
II shall apply only if and for so long as there shall be one or more Members
who shall have been appointed by vote of the Directors or by vote of the
Members in accordance with applicable provisions of these By-laws.
2.
Tenure.
Unless otherwise determined by the vote of the Directors or Members that
appointed any Member, a Member shall serve in that position until the next
annual meeting of Members, or until he sooner dies, resigns, is removed or
becomes disqualified.
3.
Rights and Privileges of Members. The Members shall elect the Board of
Directors. In their annual election of
Directors, the Members shall take into account, but shall not be bound by,
recommendations made by the Board of Directors or by any nominating or other
committee that may be appointed by the Board for the purpose of making such
recommendations. The Members shall also
have the right to approve the amendment or repeal of certain provisions of
these By-laws in accordance with ARTICLE VI, below, as well as the right to
authorize an amendment or restatement of the Articles of Organization, and such
additional rights, if any, as may be conferred upon the Members by vote of the
Directors or by statute.
4.
No Proprietary Rights of Members. No Member shall have any proprietary right or
interest in any assets of the Corporation.
5.
Resignation and Removal. Any Member may resign by delivering his
resignation in writing to the Corporation at its principal office or to the
President or the Clerk of the Corporation.
Such resignation shall be effective upon its receipt or upon such date,
if any, as may be stated in such resignation, unless otherwise determined by
the Board. Notwithstanding the
provisions of Section 1 of this ARTICLE to the contrary, the membership of any
Member may be terminated or suspended with or without cause at any time by vote
of a majority of all of the Members of the Corporation at a special meeting of
Members called for that purpose. A
Member may be removed or suspended for cause only if notice of such action
shall have been given to all Members prior to the meeting at which such action
is to be taken and if the Member so to be removed or suspended shall have been
given reasonable notice and opportunity to be heard by all of the other Members
having the power to remove or suspend him.
6.
Vacancies. Any vacancy in the membership resulting from
the death, resignation or removal of a Member or from the expiration of any
term for which a Member shall have been elected shall be filled by vote of a
majority of all of the Members of the Corporation, or, if no such action shall
have been taken by the Members within ninety (90) days following the occurrence
of such vacancy, by vote of a majority of the Directors then in office; provided
that if there shall be no Members as a result of any such vacancy, the
Directors may, by vote of a majority of the Directors then in office, determine
that there shall be no Members. The
Members shall have and may exercise all of their powers notwithstanding the
existence of one or more vacancies in their number.
7.
Annual Meetings. An annual meeting of the Members shall be
held within six months after the end of each fiscal year of the Corporation on
a date and at a time and place determined by the Members, the Board of
Directors or the President. If no annual
meeting is held in accordance with the foregoing provision, and a majority of
the Members so determine, a special meeting may be held in lieu thereof with
the same effect as the annual meeting, and in such case all references in these
By-laws, except in this Section, to the annual meeting of Members shall be
deemed to refer to such special meeting.
8.
Special Meetings. Special meetings of the Members may be held
at any time and at any place within the Commonwealth of Massachusetts and may
be called by any Member or by the Corporation’s Chairman of the Board,
President or Board of Directors.
9.
Notice of Meetings. A written notice of every meeting of Members
stating the place, day and time thereof and the purpose for which the meeting
is called, shall be given to each Member by the Clerk or by any authorized
person who has called the meeting at least ten (10) days before the
meeting. Notice shall be deemed properly
given when deposited in first class mail, postage prepaid or when given to a
Member in person or by telephone, telegram, telecopy, e-mail or other
electronic means, properly addressed to that Member at his business or home
address as it appears in the records of the Corporation. Whenever notice of a meeting is required,
such notice need not be given to a Member if a written waiver of notice,
executed by him (or his duly authorized attorney) before or after the meeting,
is filed with the records of the meeting.
10.
Quorum.
A quorum for the transaction of business at any meeting of the Members
shall be a majority of the Members (whether present in person at the meeting or
by proxy) entitled to vote on the actions proposed at the meeting, except when
a larger quorum is required by law, by the Articles of Organization or by these
By-laws. When a quorum is present, any
matter to be acted upon by the Members shall be decided by a majority of the
votes cast (excluding abstentions), unless otherwise provided by law, by the
Articles of Organization or by these By-laws.
Any meeting of the Members may be adjourned to any other time within
ninety days of such meeting and to any other place permitted by these By-laws
by a majority vote of the Members present in person at the meeting or by proxy,
although less than a quorum, or by any officer entitled to preside or to act as
secretary of such meeting, if no Member is present in person or by proxy. It shall not be necessary to notify any
Member of any adjournment. Any business
which could have been transacted at any meeting of the Members as originally
called may be transacted at an adjournment thereof.
11.
Voting.
Unless otherwise specified by these By-laws, each Member shall have one
vote on any matter of the Corporation proposed for action by the Members at any
meeting of the Members. When a quorum is
present at a meeting in person or by proxy, a simple majority of the total
votes cast in person or by proxy at the meeting (excluding abstentions) shall
decide any question, except as otherwise required by law, the Articles of
Organization or these By-laws.
12.
Action of Members Without a Meeting. Any action required or permitted to be taken
at any meeting of the Members may be taken without a meeting if all Members
consent to the action in writing and the written consents are filed with the
records of the meetings of Members. Such
consents shall be treated for all purposes as a vote at a meeting.
13.
Proxies.
Members may vote either in person or by written proxy dated not more
than six months before the meeting named therein, which proxies shall be filed
before being voted with the Clerk or other person responsible for recording the
proceedings of the meeting. Except as
otherwise limited therein, such proxies shall entitle the person or persons
named therein to vote at any adjournment of such meeting, but shall not be valid
after the final adjournment of such meeting.
Proxies need not be sealed or attested and a proxy reported to be
executed by or on behalf of a Member entitled to vote shall be deemed valid
unless challenged at or prior to its exercise.
14.
Participation by Non-Members. The Board of Directors may, from time to
time, designate certain persons or groups of persons as advisors, friends,
sponsors, or contributors of the Corporation or may designate such persons by
such other title as the Board deems appropriate. Notwithstanding any such designation,
however, such persons shall not be Members of the Corporation, and shall have
no right to notice of meetings and no right to vote at or to participate in any
meeting of Members, and shall have no other rights with respect to the
Corporation.
ARTICLE III – BOARD
OF DIRECTORS
1.
Powers.
The Board of Directors shall have general management and control over
all of the property, affairs and funds of the Corporation and shall exercise
all of the powers of the Corporation, except as otherwise provided by law, the
Articles of Organization or these By-laws.
The Directors may determine their own duties in addition to those
prescribed by the By-laws but shall not receive compensation for their services
as Directors. The Board of Directors may
determine the compensation and duties of all officers, agents, and employees of
the Corporation.
2.
Composition. The Board of Directors shall consist of no
less than three (3) Directors, such number of the Directors to be fixed by vote
of the Members at each annual meeting of the Members. Unless otherwise determined by vote of the
Members, there shall be only one class of Directors; and, unless otherwise
determined by vote of the Members, all Directors shall be elected
annually. Directors may but need not be
Members of the Corporation.
3.
Tenure.
Unless otherwise determined by vote of the Members, each Director shall
hold office until the next annual meeting of Members and until his successor is
elected and qualified, or until he sooner dies, resigns, is removed or becomes
disqualified.
4.
Resignation and Removal. A Director may resign by delivering his
resignation in writing to the Corporation at its principal office or to the
Chairman of the Board, President or Clerk of the Corporation. Such resignation shall be effective upon its
receipt or upon such date, if any, as may be stated in such resignation, unless
otherwise determined by the Board. A
Director may be removed from office at any time (a) with or without cause, by
vote of a majority of the Members at a special meeting called for that purpose
or (b) with cause, by vote of a majority of the Board of Directors at a special
meeting called for that purpose. A
Director may be removed for cause only if notice of such action shall have been
given to all of the Members or the Directors, as the case may be, prior to the
meeting at which such action is to be taken and if the Director so to be
removed shall have been given reasonable notice and opportunity to be heard at
a meeting of the body proposing to remove him.
5.
Vacancies. Any vacancy in the Board of Directors,
including a vacancy resulting from the enlargement of the Board, may be filled
by the Members or, if the Members do not act to fill such vacancy, by the
Directors by vote of a majority of the remaining Directors present at a meeting
of Directors at which a quorum is present or by appointment of all of the
Directors if less than a quorum shall remain in office. Each such Director elected to fill a vacancy
for the unexpired term of the Director whom he replaced shall hold office until
a successor is elected and qualified, or until his earlier death, resignation
or removal. The Directors shall have and
may exercise all of their powers notwithstanding the existence of one or more
vacancies in their number.
6.
Enlargement or Decrease in Number of the
Board. The number of members of the
Board of Directors may be increased or decreased at any annual or special
meeting of Members by the affirmative vote of a majority of all of the Members;
provided that the number of Directors may only be decreased to eliminate
vacancies resulting from the death, resignation, removal or disqualification of
one or more Directors.
7.
Regular Meetings. The Board of Directors shall hold a regular
meeting each year for the election of officers and the conduct of other business
as soon as practicable after final adjournment of the annual meeting of the
Members. Other regular meetings of the
Directors may be held at such places within or outside the Commonwealth of
Massachusetts and at such times as the Directors may determine.
8.
Special Meetings. Special meetings of the Board of Directors
may be held at any time and at any place within or outside the Commonwealth of
Massachusetts when called by the President, the Clerk, or by two or more
Directors.
9.
Notice of Meetings. A notice of the time and place of each
meeting of the Board of Directors shall be given by the Clerk or by any other
officer of the Corporation to each Director at his business or home address as
it appears in the records of the Corporation in person or by telephone, by
written notice mailed by first class mail, postage prepaid, telegram, telecopy,
e-mail or other electronic means at least ten (10) days 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 him (or his attorney duly authorized) before or after the
meeting, is filed with the records of the meeting, or to any Director who
attends the meeting without protesting the lack of notice before the meeting or
before action is taken at the meeting.
Neither such notice nor waiver of notice need specify the purposes of
the meeting, unless otherwise required by law, the Articles of Organization or
these By-laws.
10.
Actions of Board of Directors With and
Without a Meeting. When a quorum is
present at any meeting of the Directors, a majority of the Directors present
and voting (excluding abstentions) shall decide any question, including the
election of officers, unless otherwise provided by law, the Articles of
Organization, or these By-laws. Any
action required or permitted to be taken at any meeting of the Board of
Directors may be taken without a meeting, if all of the Directors consent to
the action in writing and the written consents are filed with the records of
the meetings of the Board of Directors.
Such consents shall be treated for all purposes as a vote at a
meeting. Directors or members of any
committee designated by the Directors may participate in a meeting of the
Directors or such committee by means of a conference telephone or similar
communications equipment, provided that all persons participating in the
meeting can hear each other at the same time; and such participation by such
means shall constitute presence in person at a meeting.
11.
Quorum.
At any meeting of the Board of Directors, a majority of the Directors
then in office shall constitute a quorum.
Each Director shall have one vote.
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.
12.
Executive and Other Board Committees. The Board of Directors may, by vote of a
majority of the Directors then in office, appoint an Executive Committee from
their number, at any meeting of Directors.
Unless otherwise determined by vote of the Board of Directors, the
Executive Committee may act on behalf of the full Board of Directors on any
matter between meetings of the Board of Directors; provided that (a) the
Executive Committee shall not be authorized (i) to approve any substantial
change in the operations or activities of the Corporation, (ii) to make any
change in the principal office of the Corporation, (iii) to amend these
By-laws, (iv) to elect or remove officers or Directors, or (v) to appoint or
eliminate any committee of the Board or any member of any such committee, (b)
the Executive Committee shall not have any power or authority which the Board
is prohibited from delegating by law, by the Articles of Organization or by
these By-laws, and (c) any action taken by the Executive Committee may be
amended or repealed prospectively by subsequent vote of the Board of Directors.
Unless otherwise specified by vote of the
Directors, members of the Executive Committee shall serve until the next Annual
Meeting of Directors or special meeting in lieu thereof and thereafter until
their successors are chosen.
The Directors may, from time to time, appoint
one or more other committees, having such authority and duties and consisting
of such Directors or other persons, serving for such terms and in such
capacities, as the Directors shall determine; provided that voting members of
any committee to which powers of the Directors are delegated shall consist
solely of Directors.
Except as the Directors may otherwise
determine, any such committee may make rules for the conduct of its business,
but unless otherwise provided by the Directors or such rules, its business
shall be conducted so far as possible in the same manner as is provided by
these By-laws for the conduct of business by the Directors. The Board of Directors may, by vote of a
majority of the Directors then in office, (a) remove any member from the
Executive Committee or any other committee appointed by the Directors, with or
without cause, (b) fill vacancies in or change the composition of any such
committee, or (c) terminate any such committee.
The Executive Committee and every other committee to which the Board of
Directors may delegate any of its powers or duties shall keep minutes or
records of its meetings, signed by the Clerk or by an Assistant Clerk or
temporary Clerk, reflecting attendance and all votes and other action taken at
such meetings; and any action taken by any such committee on behalf of the
Directors of the Corporation shall be reported to the Board of Directors no
later than the date of formal notice given for the meeting of Directors next
following the date of such action.
13.
Advisory Committees. Without limitation of the provisions of
Section 14 of Article II above, the Directors may appoint one or more Advisory
Committees consisting of such individuals as the Directors may from time to
time designate to provide the Corporation and its Directors with informal
advice concerning matters related to the future of the Corporation and its
mission. Any such Advisory Committee
shall not be a committee of the Board, and individuals serving on the Advisory
Committee shall not, in that capacity, have the legal or fiduciary obligations
of Directors or any authority to act on behalf of the Corporation. The Advisory Committee may, however, be asked
to assist the Corporation in fundraising, obtaining corporate sponsorship for
events and activities of the Corporation or in soliciting other assistance or support
for the Corporation and its tax-exempt activities. The Board of Directors may at any time
terminate any such Advisory Committee or remove or replace any member of any
such Advisory Committee with or without cause.
The Advisory Committee shall not be required to keep minutes or other records
of its meetings or activities.
ARTICLE IV – OFFICERS
1.
Enumeration. The officers of the Corporation shall consist
of a President, a Treasurer and a Clerk, or such other officers having other
titles but having the powers of President, Treasurer and Clerk as the Board of
Directors may determine. The Corporation
may have such other officers and assistant officers as the Board of Directors
may determine, including without limitation a Chairman of the Board and one or
more Vice Presidents, Assistant Treasurers and Assistant Secretaries. Any two or more offices may be held by the
same person, except that the President and the Clerk shall not be the same
person. An officer may but need not be a
Member or Director of the Corporation.
If required by the Directors, any officer shall give the Corporation a
bond for the faithful performance of his duties in such amount and with such
surety or sureties as shall be satisfactory to the Directors.
2.
Election.
The President, Treasurer and Clerk shall be elected annually, at each annual
meeting of Directors, by the affirmative vote of a majority of all of the
Directors then in office. Other officers
may be elected by the vote of a majority of the members of the Board of
Directors present and voting (excluding abstentions) at any other meeting at
which a quorum is present. The election
of the President and any election of a Chairman of the Board shall be subject
to approval by a majority of the Members.
3.
Tenure.
Except as otherwise provided by law, the Articles of Organization or these
By-laws, the President, Treasurer, Clerk and all other officers shall hold
office until the next Annual Meeting of Directors and thereafter until their
successors are elected and qualified.
4.
Resignation and Removal. An officer may resign by delivering his
resignation in writing to the Corporation at its principal office or to the
Chairman of the Board, President or Clerk of the Corporation. Such resignation shall be effective upon
receipt or upon such date, if any, as may be stated in such resignation, unless
otherwise determined by the Board. The
Board of Directors may remove any officer with or without cause by a vote of a
majority of the Directors, at a meeting of the Board of Directors called for
that purpose. An officer may be removed
for cause only if notice of such action shall have been given to all of the
Directors prior to the meeting at which such action is to be taken and if the
officer so to be removed shall have been given reasonable notice and
opportunity to be heard at a meeting of the Board of Directors.
5.
Vacancies. A vacancy in any office may be filled by vote
of a majority of the Directors at any meeting of Directors at which a quorum is
present or by appointment of all of the Directors if less than a quorum of
Directors shall remain in office. Each
such successor shall hold office for the unexpired term of his predecessor and
in the case of the President, Treasurer and Clerk, until his successor is
chosen and qualified, or in each case until he sooner dies, resigns, is removed
or becomes disqualified.
6.
Salaries.
No officer shall receive a salary or other material compensation from
the Corporation; however, the Corporation may reimburse any officer for
reasonable expenses obtained in the service of the Corporation. Such expenses may include but are not limited
to: costs associated with transportation; meals consumed while away from home
in the service of the Corporation; lodging in a city in which the officer does
not have a residence; or supplies purchased from private funds and used in the
service of the Corporation. The
Corporation shall reimburse an officer only after a reasonably detailed request
for reimbursement made to the Directors and approved by a majority vote of the
Directors. Such a request may be
approved in advance of a foreseeable and reasonable expenditure of funds. In no event shall any officer be reimbursed
more than $500 for expenses made in any calendar month.
7.
President. Unless otherwise voted by the Board of
Directors, the President shall be the chief executive officer of the
Corporation. The President shall have,
subject to oversight by the Directors, general supervision and control of the
business of the Corporation. The
President shall, when present, preside at all meetings of the Directors and
shall have such other powers and duties as may be vested in him by the Board of
Directors. Unless otherwise determined
by the Board, at each annual meeting of the Members the President shall submit
a report of the operations of the Corporation for such year and a statement of
its affairs, and shall from time to time report to the Board all matters within
his knowledge which he believes the interests of the Corporation require to be
brought to its notice.
8.
Vice President. The Vice President, if any, or if there shall
be more than one, the Vice Presidents in the order determined by the Directors,
shall assist the President in the performance of his duties and, shall, in the
absence or disability of the President, perform the duties and exercise the
powers of the President and shall perform such other duties and shall have such
other powers as the Directors may from time to time prescribe.
9.
Treasurer. The Treasurer shall be the chief financial
officer and the chief accounting officer of the Corporation. The Treasurer shall, subject to oversight by
the Directors, maintain general supervision over the financial affairs of the
Corporation, including its long-range financial planning, and shall cause to be
kept accurate books of account. Unless
otherwise determined by the Board, the Treasurer shall prepare a yearly report
on the financial status of the Corporation to be delivered at the annual
meeting of Directors. The Treasurer
shall also prepare or oversee all filings required by the Commonwealth of
Massachusetts, the Internal Revenue Service, or other federal and state
agencies.
10.
Clerk.
The Clerk shall be a resident of the Commonwealth of Massachusetts
unless the Corporation has designated a resident agent in the manner provided
by law. The minutes and records of all
meetings of the Directors and Members shall be prepared and maintained by the
Clerk. The Clerk shall keep such minutes
and records within the Commonwealth at the principal office of the Corporation
or the office of the Clerk or its resident agent and such minutes and records
shall be open at all reasonable times to the inspection of any Member or
Director. Such minutes and records shall
also contain records of all meetings of the incorporators and the original or
attested copies of the Articles of Organization and these By-laws and the names
of all Members and Directors and the addresses of each such person. The Clerk shall have such other powers and
shall perform such other duties as the Directors may from time to time prescribe. In the absence of the Clerk from any meeting,
a temporary Clerk shall be appointed by the President and shall exercise the
duties of the Clerk at the meeting.
11.
Other Powers and Duties. Each officer shall have, in addition to the
powers and duties specifically set forth in these By-laws, such powers and
duties as are customarily incident to his office, and such other powers and
duties, if any, as the Directors may from time to time prescribe.
ARTICLE V – INDEMNIFICATION
Except
as otherwise provided below, the Corporation shall, to the extent legally
permissible and only to the extent that the status of the Corporation as an
organization exempt under Section 501(c)(3) of the Internal Revenue Code, as
amended (the “Code”) is not adversely affected thereby, indemnify each person
who is, or shall have been, a Director or unpaid officer of the Corporation, or
who serves at the Corporation’s request as a trustee, director or officer of
another organization or in a capacity with respect to any employee benefit plan
(each such person being herein called a “Person”), against all liabilities and
expenses (including without limitation judgments, fines, penalties, and
reasonable attorney’s fees and all amounts paid, other than to the Corporation,
in compromise or settlement) imposed upon or incurred by such Person in
connection with, or arising out of, the defense or disposition of any action,
suit or other proceeding, whether civil or criminal, in which such Person may
be a defendant or with which such Person may be threatened or otherwise
involved, directly or indirectly, by reason of being or having been such a
Person.
The
Corporation shall provide no indemnification with respect to any matter as to
which such Person shall be finally adjudicated in such action, suit or
proceeding not to have acted in good faith in the reasonable belief that his or
her action was in the best interests of the Corporation. Any Person who, at the request of the
Corporation, serves another organization or employee benefit plan in one or
more of the above indicated capacities and who shall be finally adjudicated not
to have acted in good faith in the reasonable belief that his or her action was
in the best interest of such other organization or in the best interest of the
participants or beneficiaries of such employee benefit plan shall be deemed not
to have acted in good faith with respect to the Corporation. The Corporation shall provide no
indemnification with respect to any matter settled or compromised, pursuant to
a consent decree or otherwise, unless such settlement or compromise shall have
been approved as in the best interests of the Corporation, after notice that
indemnification is involved, by (a) a disinterested majority of the Board of
Directors or (b) if there are no disinterested Directors, by a majority of the
disinterested Members, or (c) if there are no disinterested Directors or
Members, by independent legal counsel representing the Corporation and
appointed by a majority of the Directors then in office.
Indemnification
may include payment by the Corporation of expenses in defending a civil or
criminal action or proceeding in advance of the final disposition of such
action or proceeding upon receipt of any undertaking by such Person to repay
such payment if it is ultimately determined that such Person is not entitled to
indemnification under Section 6 of Chapter 180 of the Massachusetts General
Laws or pursuant to the provisions of the preceding paragraph. Such an undertaking may be accepted without
reference to the financial ability of such Person to make repayment.
As
used in this ARTICLE V, the terms “Director,” “Member” and “officer” include
their respective heirs, executors, administrators and legal representatives,
and an “interested” Director, Member or officer is one against whom, in such
capacity, the proceeding in question or another proceeding on the same or
similar grounds is then pending.
The
right of indemnification provided in this ARTICLE V shall not be exclusive of
or affect any other rights to which any Director or officer may be entitled
under any agreement, statute or otherwise.
The Corporation’s obligation to provide indemnification under this
ARTICLE shall be offset to the extent of any other source of indemnification or
any otherwise applicable insurance coverage under a policy maintained by the Corporation
or any other person. Nothing contained
in this ARTICLE V shall affect any rights to which corporate personnel other
than Members, Directors or officers may be entitled by contract or otherwise.
ARTICLE VI – CONFLICT OF
INTEREST
-
Purpose.
The purpose of the conflict of interest policy is to protect the interest of
the Corporation when it is contemplating entering into a transaction or
arrangement that might benefit the private interest of an officer or director
of the corporation, or might result in a possible excess benefit transaction.
This policy is intended to supplement but not replace any applicable state and
federal laws governing conflict of interest applicable to nonprofit
organizations, including any decisions to hire personnel or to expand funds. No
member of the Board of Directors or members of the immediate families of
members of Board of Directors shall be employed by the corporation.
-
Equitable Distribution. Gifts,
goods, services, and funds provided to the Corporation must be equitably distributed,
and no member of the Board of Directors, members of committees, or members of
the immediate families of such persons shall benefit from such gifts, goods,
services, or funds in a manner disproportionate with the benefits received by
the General Membership; provided, however, nothing in this provision shall bar
members of the Board of Directors or committee members from being reimbursed
for legitimate expenses that they have incurred while acting on behalf of the Corporation.
-
Duty to Disclose. A person with any
actual or possible conflict of interest must disclose the existence of a
financial interest, and must be given the opportunity to disclose all material
facts to the Directors, and members of committees with powers delegated by the
Board of Directors, considering the proposed transaction or arrangement. A
person has a financial interest if the person has, directly or indirectly,
through business, investment, or family: (a) an ownership or investment
interest in any entity with which the corporation has a transaction or
arrangement; (b) a compensation arrangement with the corporation or with any
entity or individual with which the corporation has a transaction or
arrangement; or (c) a potential ownership or investment interest in, or compensation
arrangement with, any entity or individual with which the Corporation is
negotiating a transaction or arrangement. Compensation includes direct and
indirect remuneration as well as gifts or favors that are not insubstantial.
4.
Determining Whether a Conflict of Interest Exists.
A financial interest is not necessarily a conflict of interest. After
disclosure of the financial interest and all material facts, and after any
discussion with the interested person, the interested person shall leave the
Board of Directors or committee meeting while the determination of a conflict
of interest is discussed and voted upon. The remaining members of the Board of
Directors or committee members shall decide if a conflict of interest exists.
5.
Procedures for Addressing the Conflict of Interest.
After exercising due diligence, the Board of Directors or committee shall
determine whether the Corporation can obtain with reasonable efforts a more
advantageous transaction or arrangement from a person or entity that would not
give rise to a conflict of interest. If such a transaction or arrangement is
not reasonably possible, the Board of Directors or committee shall determine by
a majority vote of the disinterested directors whether the transaction or
arrangement is in the Corporation’s best interest, for its own benefit, and
whether it is fair and reasonable. In conformity with the above determination
it shall make its decision as to whether to enter into the transaction or
arrangement.
ARTICLE VII – AMENDMENTS
These By-laws may be amended or repealed at any meeting
of Directors by the affirmative vote of two-thirds (2/3) of the Directors then
in office; provided that the substance or effect of any proposed amendment
shall have been stated or summarized in the notice of such meeting and provided
further that the affirmative vote of a majority of the Members shall be
required for the amendment or repeal of any provision of these By-laws
applicable to the Members, including without limitation provisions authorizing
the Members to elect or remove Directors.
Not later than the time of giving notice of the meeting of Members next
following the amending by the Directors of any provision of these By-laws,
notice thereof stating the substance of such change shall be given to all
Members; and any By-law amendment adopted by the Directors may be further
amended or repealed by the Members, provided that no such amendment or repeal
by the Members shall be retroactive.
ARTICLE VIII – MISCELLANEOUS
PROVISIONS
1.
Fiscal Year. Except as otherwise determined by vote of the
Directors, the fiscal year of the Corporation shall end on the last day of
December of each year.
2.
Seal.
The Corporation may have a seal in such form as the Directors may adopt
and alter from time to time.
3.
Execution of Instruments. All checks, deeds, leases, transfers,
contracts, bonds, notes and other obligations authorized to be executed by an
officer of the Corporation on its behalf shall be signed by the President or
the Treasurer except as the Directors may generally or in particular cases
otherwise determine. A certificate by
the Clerk or an Assistant Clerk, or a temporary Clerk, as to any action taken
by the Members, Board of Directors, Executive Committee or any officer or
representative of the Corporation shall as to all persons who rely thereon in
good faith be conclusive evidence of such action; and any party to whom an
officer or representative of the Corporation delivers an agreement or document
signed on behalf of the Corporation by the President or Treasurer of the
Corporation shall be entitled to rely in good faith that such delivery and
execution have been duly authorized by the Corporation unless such party knows
of facts or circumstances to the contrary.
4.
Transactions with Interested Parties. To the extent that the status of the
Corporation as an organization exempt from federal income taxation under
Section 501(c)(3) of the Code is not affected thereby, and in the absence of
fraud, no contract or other transaction between this Corporation and any other
corporation or any firm, association, partnership or person shall be affected
or invalidated by the fact that any Member, Director or officer of this
Corporation is pecuniarily or otherwise interested in or is a Director, member
or officer of such other corporation or of such firm, association or
partnership or is a party to or is pecuniarily or otherwise interested in such
contract or other transaction or is in any way connected with any person or
persons, firm, association, partnership or corporation pecuniarily or otherwise
interested therein; provided that the fact that he individually or as a
Director, member or officer of such corporation, firm, association or
partnership is such a party or is so interested shall be disclosed to or shall
have been known by the Board of Directors or a majority of such members thereof
as shall be present or represented at a meeting of the Board of Directors at
which action upon any such contract or transaction shall be taken; any Director
may be counted in determining the existence of a quorum and may vote at any
meeting of the Board of Directors for the purpose of authorizing any such
contract or transaction with like force and effect as if he were not so
interested, or were not a Director, member or officer of such other
corporation, firm, association or partnership, provided that any vote with
respect to such contract or transaction must be adopted by a majority of the
Directors then in office who have no interest in such contract or transaction.
5.
Dissolution. Unless otherwise required by law, in the
event of the termination, dissolution, or liquidation of the Corporation in any
manner or for any reason whatsoever, its assets, if any, remaining after the
payment and satisfaction of all debts and liabilities of the Corporation, shall
be distributed to one or more organizations with purposes similar or related to
the purposes of the Corporation and exempt from federal income tax under
Section 501(c)(3) of the Code, in such manner and in such proportions as shall
be approved by the votes of not less than two-thirds of all of the Members and
two-thirds of the Directors then in office.
6.
Gender.
The personal pronoun “he” or possessive pronoun “his,” when appropriate,
shall be construed to mean “she” or “her” and the word “chairman” shall be
construed to include a female person.
7.
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.
END OF BY-LAWS
I
__________________, hereby certify that the By-Laws set forth above were duly
adopted by the Incorporators of _______________________, Inc. at a meeting of
the Incorporators on _____________________
____, 2011.
Date
,
Clerk
Harmony Hill Performing Arts Foundation 