BYLAWS OF
THE METAGOVERNANCE PROJECT, INC.
ARTICLE I. NAME
The name of the corporation is The Metagovernance Project, Inc. (the “Corporation”).
ARTICLE II: PURPOSES AND POWERS
The Corporation is a Massachusetts domestic nonprofit corporation that is organized and operated exclusively for the promotion of social welfare within the meaning of section 501(c)(4) of the Internal Revenue Code of 1986 as now in effect or as may hereafter amended.
ARTICLE III. OFFICES
The principal offices of the Corporation are located at 20 Amory St. Brookline, MA 02446.
ARTICLE IV. BOARD OF DIRECTORS
Section 4.1 The affairs of the Corporation will be managed the Board of Directors of the Corporation, who shall be elected by the Board of Directors. The Directors will act only as the Board of Directors.
The Board of Directors may adopt rules and regulations for the conduct of its meetings, the exercise of its powers, and the management of the affairs of the Corporation as it may deem proper. In addition to the powers expressly conferred by these Bylaws, the Directors may exercise all powers necessary or appropriate to the purposes of the Corporation.
Section 4.2 Number and Term of Office. The number of Directors of the Corporation will be at least three. The number of Directors may be increased or decreased from time to time at any annual or special meeting of the Board of Directors called for that purpose but will in no event be less than three.
Each initial Director of the Corporation will serve as a Director until the annual meeting of the Directors or until his or her successor is elected and qualified. Thereafter, each Director will serve for a term of one year or until his or her successor is elected and qualified, or until his or her death, resignation or removal.
Section 4.3 Vacancies. Vacancies in the Board of Directors will be deemed to exist in the event of the death, resignation, or removal of a Director or in the event of an increase in the number of Directors; and all such vacancies will be filled by a majority of the then remaining Board of Directors, though less than a quorum of the Board. Any director may resign by giving written notice to the President or the Clerk. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective.
Directors elected to fill a vacancy will hold office for the remaining portion of the term of the Director whose death, resignation, or removal caused the vacancy, or, in the case of an increase in the number of Directors, until a successor Director is elected and qualified.
Section 4.4 Removal of Directors. Any Director may be removed from office at any time, with or without cause, upon a majority vote of all of the Directors then in office (not including the director whose office is being voted on).
Section 4.5 Annual Meeting. A regular annual meeting of the Board of Directors will be held at least once a year at the principal office of the Corporation, wherever located, or at such place as will be determined by the Board of Directors or President on the date selected by the Board of Directors or President. Notice of the Annual Meeting of the Board of Directors will be given to each Director at least five (5) days before the meeting, except that, in the case of notice given by mail, the notice will be timely given if mailed by first-class mail, postage prepaid, at least ten (10) days before the meeting.
Notice need not be given in writing and may be given in person, by telephone, email, facsimile transmission, by mail, or by writing personally delivered to the Director or left at his or her residence or usual place of business.
Section 4.6 Regular and Special Meetings. The Board of Directors may provide by resolution the time, form, date and place for the holding of regular meetings, other than the annual meeting, of the Board without other notice than such resolution. The President may call, and upon written request signed by any one-third of the Directors then holding office, the Clerk will call, special meetings of the Board of Directors.
Such meetings will be held at such time and place as may be designated in the notice of meeting by the person or persons calling the meeting.
Section 4.7 Notice of Special Meetings. Notice of special meetings of the Board of Directors will be given to each Director at least five (5) days before the meeting, except that, in the case of notice given by mail, the notice will be timely given if mailed by first-class mail, postage prepaid, at least ten (10) days before the meeting.
Notice need not be given in writing and may be given in person, by telephone, email, facsimile transmission, by mail, or by writing personally delivered to the Director or left at his or her residence or usual place of business.
Section 4.8 Quorum. A majority of the number of Directors fixed by these bylaws will be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Board of Directors, but a smaller number may adjourn any such meeting to a later date.
Every action taken, or decision made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.
At least one day's notice of such adjourned meeting will be given in the manner provided in Section 4.7 of this Article to each Director who was present at such meeting unless such Director waives notice.
Section 4.9 Action by Majority Vote. Except as otherwise expressly required by law or these bylaws, the act of a majority of the Directors present at a meeting at which a quorum is present will be the act of the Board of Directors.
Section 4.10 Informal Action by Directors; Meetings by Conference Telephone. Unless otherwise restricted by the Articles of Organization or these Bylaws, any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all Directors consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents by the Directors will be filed with the minutes of proceedings of the Board.
For purposes of this Section 4.10 only, “all Directors” shall not include any “interested person” as defined in Article X of these Bylaws.
Unless otherwise restricted by the Articles of Organization or these Bylaws, any or all Directors may participate in a meeting of the Board or of a Corporation of the Board by means of conference telephone or by any means of communications by which all persons participating in the meeting are able to hear one another, and such participation will constitute presence in person at the meeting.
Section 4.11 Waiver of Notice. Notice of a meeting need not be given to any director who, either before or after the meeting, signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes of the meeting, or who attends the meeting without protesting, prior thereto or at its commencement. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meetings.
Section 4.12 Rights of Inspection. Each director of this Corporation shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of this Corporation. The inspection may be made in person or by the director’s agent or attorney.
Section 4.13 Board Committees. The Board, by resolution adopted by a majority of the directors then in office, may create one or more committees, each consisting of two or more directors and no one who is not a director, to serve at the pleasure of the Board. Appointments to committees of the Board shall be by majority vote of the directors then in office. The Board may appoint one or more directors as alternate members of any such committee, who may replace any absent member at any meeting. Any such committee shall have all the authority of the Board, to the extent provided in the Board resolution, except with respect to:
The establishment of the exact number of authorized directors within the range specified in Section 4.2 of these Bylaws;
The filling of vacancies on the Board or on any committee of the Board;
The fixing of compensation of the directors for serving on the Board or any committee;
The amendment of the Certificate;
The amendment or repeal of these Bylaws or the adoption of new or restated Bylaws;
The amendment or repeal of any resolution of the Board that, by its express terms, is not so amendable or repealable;
The creation of other committees of the Board or appointment of members to any committee of the Board;
The expenditure of corporate funds to support a nominee for director after there are more people nominated for director than can be elected;
The approval of any self-dealing transaction; or
The merger, reorganization, voluntary dissolution, or disposition of substantially all of the assets of this Corporation.
The Board shall have the power to prescribe the manner in which proceedings of any such committee shall be conducted. In the absence of any such prescription, such committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Unless the Board or such committee shall otherwise provide, the regular and special meetings and other actions of any such committee shall be governed by the provisions of Article IV of these Bylaws applicable to meetings and actions of the Board. Minutes shall be kept of each meeting of each committee.
Section 4.14 Advisory and Other Committees. The Board may from time to time create advisory committees and other committees that are not Board committees (collectively, “Other Committees”) as deemed appropriate, consisting of directors or persons who are not directors, but such Other Committees shall not be deemed Board committees and shall not exercise any powers of the Board.
Other Committees may be delegated with implementation of certain specified tasks under the direction and control of the Board. Notice of, and procedures for, meetings of Other Committees shall be as prescribed by the chair of each such committee, and meetings of any Other Committee may be called by the President, the Board, or the chair of the Other Committee.
ARTICLE V. OFFICERS
Section 5.1 Officers. The officers of the Corporation will be a President, a Clerk, and a Treasurer, and it may, if it so determined, elect or appoint one or more other officers and assistant officers as may be deemed necessary, each to have such duties or functions as are provided in these bylaws or as the Board of Directors may from time to time determine.
Section 5.2 Term. The officers of the Corporation will first be elected by the initial Board of Directors and thereafter will be elected annually by the Board of Directors. If the election of officers is not held at such meeting, such election will be held as soon thereafter as may be convenient.
The term of office of each officer (including any officer who may occupy an additional office created by the Board of Directors) will be one year or until his or her successor is elected and has been qualified.
Section 5.3 Powers and Duties of Officers. Subject to the control of the Board of Directors, all officers as between themselves and the Corporation will have such authority and perform such duties in the management of the property and affairs of the Corporation as may be provided in these bylaws or by resolution of the Board and, to the extent not so provided, as generally pertain to their respective offices.
Section 5.4 Vacancies. A vacancy in any office caused by death, resignation, removal, disqualification, or other cause will be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting.
Section 5.5 Resignations. Any officer may resign at any time, orally or in writing, by notifying the Board of Directors or the President or the Clerk of the Corporation. Such resignation will take effect at the time specified and, unless otherwise specified, the acceptance of such resignation will not be necessary to make it effective.
Section 5.6 President. The President will preside at meetings of the Board of Directors, will have responsibility for the operations of the Corporation, and will perform all duties incident to the office of President and such other duties as may from time to time be assigned by the Board of Directors.
Section 5.7 Treasurer. The Treasurer will collect and keep an account of all moneys received and expended for the use of the Corporation; will deposit sums received by the Corporation in the name of the Corporation in such depositories as will be approved by the Board of Directors; will make reports of the finances of the Corporation at each annual meeting and when called upon by the President; and will perform such other duties as will be directed by the Board of Directors or the President.
The funds, books and vouchers in the hands of the Treasurer will at all times be subject to inspection, supervision and control of the Board of Directors and the President, and, at the expiration of his or her term of office, the Treasurer will turn over to his or her successor in the office all books, moneys, and other properties of the Corporation in his or her possession.
Section 5.8 Clerk. The Clerk will act as Clerk of all meetings of the Board of Directors and will keep the minutes in the proper book or books to be provided for that purpose; will see that all notices required to be given by the Corporation are duly given and served; will have charge of the other books, records and papers of the Corporation; will see that the reports, statements and other documents required by law are properly kept and filed, and will, in general, perform all duties incident to the office of Clerk and such other duties as may from time to time be assigned by the Board of Directors or the President.
Section 5.9 Removal of Officers. Any Officer may be removed from office at any time, with or without cause, upon a majority vote of all of the Board of Directors. An officer's removal does not affect the officer's contract rights, if any, with the Corporation.
ARTICLE VI. SOLICITATION OF FUNDS, CONTRACTS,
CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
Section 6.1 Solicitation of Funds. In order to accomplish the purposes set forth in Article II above, the Corporation, through its Board of Directors, officers and authorized agents, will receive contributions made to the Corporation in accordance with applicable law.
Section 6.2 Execution of Contracts. The Board of Directors, except as otherwise expressly provided in these bylaws, may authorize any officer or officers, or agents, in the name of and on behalf of the Corporation to enter into any contract or execute and satisfy any instrument, and any such authority may be general or subject to specified conditions or confined to specific instances.
Section 6.3 Checks. All checks, drafts and other orders for payment of money out of the funds of the Corporation, will be signed on behalf of the Corporation in such manner as will from time to time be determined by resolution of the Board of Directors.
Section 6.4 Deposits. The funds of the Corporation not otherwise employed will be deposited from time to time to the order of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select or as may be selected by any one or more officers or agents of the Corporation as delegated by the Board of Directors.
ARTICLE VII. COMPENSATION OF OFFICERS AND DIRECTORS
Section 7.1 Compensation of Officers. The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board. No officer shall be prevented from receiving such salary by reason of the fact that he or she is also a director of the Corporation. In all cases, any salaries received by officers of this Corporation shall be just and reasonable and given in return for services actually rendered for the Corporation which relate to the performance of the social welfare purposes of this Corporation. All officer salaries shall be approved in advance in accordance with Article X of these Bylaws. The Board (or authorized Board committee) shall review and approve the compensation, including benefits, of the President, and the upon the hiring of the officer, whenever the officer’s term of employment (if any) is renewed or extended, and whenever the officer’s compensation is modified (unless the modification extends to substantially all employees).
Section 7.2 Compensation of Directors. Directors shall serve without compensation except that directors may be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties. Directors may not be compensated for rendering services to the Corporation in any capacity other than director unless such other compensation is reasonable and is allowable under the provisions of Article X of these Bylaws.
ARTICLE VIII. FISCAL YEAR
The fiscal year of the Corporation will be the calendar year.
ARTICLE IX. LIABILITY AND INDEMNIFICATION
Section 9.1 Liability. In the absence of fraud or bad faith, the officers and Directors of the Corporation will not be personally liable for its debts, obligations or liabilities.
Section 9.2. Loans to Directors or Officers. No loans shall be made by the Corporation to its directors or officers.
Section 9.3 Definitions. For the purposes of this Article IX:
"Agent" means: any person who is or was a director, officer, employee, or other agent of this Corporation, or is or was serving at the request of this Corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation which was a predecessor corporation of this Corporation or of another enterprise at the request of such predecessor corporation;
"Proceeding" means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative; and
"Expenses" includes, without limitation, attorneys' fees and any expenses of establishing a right to indemnification under these Bylaws.
Section 9.4 Indemnification. This Corporation will, to the maximum extent permissible under applicable law, indemnify any person who was or is a party or is threatened to be made a party to any proceeding, by reason of the fact that such person is or was an agent of this Corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of this Corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful.
The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of this Corporation or that the person had reasonable cause to believe that the person's conduct was unlawful.
Section 9.5 Indemnification in Actions by or in the Right of the Corporation. This Corporation will, to the maximum extent permissible under applicable law, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action by or in the right of this Corporation, to procure a judgment in its favor by reason of the fact that such person is or was an agent of this Corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if such person acted in good faith, in a manner such person believed to be in the best interests of this Corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.
No indemnification shall be made under this Section 9.5 in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to this Corporation in the performance of such person's duty to this Corporation, unless and only to the extent that the court in which such proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses which such court shall determine.
Section 9.6 Indemnification Against Expenses. To the extent that an agent of this Corporation has been successful on the merits in defense of any proceeding referred to in Section 9.4 or 9.5 of these Bylaws or in defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection with those expenses.
Section 9.7 Required Determination. Except as provided in Section 9.5 of these Bylaws, any indemnification under this Article IX shall be made by this Corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Section 9.4 or 9.5 of these Bylaws by:
A majority vote of a quorum consisting of directors who are not parties to such proceeding; or
The court in which such proceeding is or was pending upon application made by this Corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney, or other person is opposed by this Corporation.
Section 9.8 Advance of Expenses. Expenses incurred by a person seeking indemnification under this Article in defending any proceeding covered by Article IX may be advanced by this Corporation prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this Article IX.
Section 9.9 Other Indemnification. No provision made by this Corporation to indemnify its or its subsidiary's directors or officers for the defense of any proceeding, whether contained in the Certificate, these Bylaws, a resolution of members or directors, an agreement, or otherwise, shall be valid unless consistent with this Article IX. Nothing contained in this Article IX shall affect any right to indemnification to which persons other than such directors and officers may be entitled by contract or otherwise.
Section 9.10 Forms of Indemnification Not Permitted. No indemnification or advance shall be made under this Article IX, except as provided in Section 9.6 or 9.7(b) of these Bylaws, in any circumstances where it appears:
That it would be inconsistent with a provision of the Certificate, these Bylaws, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or
That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.
Section 9.11 Insurance. This Corporation shall have the power to purchase and maintain insurance on behalf of any agent of this Corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such whether or not this Corporation would have the power to indemnify the agent against such liability under the provisions of this Article.
ARTICLE X: CONFLICTS OF INTEREST
Section 10.1. Purpose. The purpose of the conflict of interest policy is to protect the
Corporation's interest 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 corporations.
Section 10.2. Definitions.
“Interested Person”: Any Director, principal officer, or member of a committee with Board-delegated powers who has a direct or indirect financial interest, as defined below, is an interested person.
“Financial Interest”: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
(i) An ownership or investment interest in any entity with which the Corporation has a transaction or arrangement;
(ii) A compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement; or
(iii) Is considering an ownership or investment interest in or compensation arrangement with any entity or individual with which the Corporation is negotiating a transaction or arrangement.
“Compensation”: Direct and indirect remuneration, including gifts or favors that are not insubstantial.
“Conflict of Interest”: A conflict between the personal or financial interests and the official or professional responsibilities of a person in a position of trust; however, a financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the appropriate Board or committee decides that a conflict of interest exists.
Section 10.3. Procedures.
Duty to Disclose. If an actual or possible conflict of interest arises, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Directors and members of committees considering the proposed transaction or arrangement.
Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts and after any discussion with the interested person, he or she shall leave the Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or committee members shall decide if a conflict of interest exists.
Procedures for Addressing the Conflict of Interest.
An interested person may make a presentation at the Board or committee meeting, but after the presentation, he or she shall leave the meeting during the discussion of and the vote on the transaction or arrangement involving the possible conflict of interest.
After exercising due diligence, the Board 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 a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board or committee shall determine by a majority vote of the disinterested Directors or committee members 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.
Violations of the Conflicts of Interest Policy.
If the Board or committee has reasonable cause to believe a Director or officer has failed to disclose actual or possible conflicts of interest, it shall inform the person of the basis for such belief and afford them an opportunity to explain the alleged failure to disclose.
If, after hearing the Director or officer's response and ****after making further investigation as warranted by the circumstances, the Board or committee determines the person has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 10.4. Records of Proceedings. The minutes of the Board and all committees with Board delegated powers shall contain:
The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board's or committee's decision as to whether a conflict of interest in fact existed.
The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Section 10.5. Compensation.
A member of the Board who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to his or her compensation.
A member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to his or her compensation.
Any member of the Board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation, either individually or collectively, may provide information to any committee regarding compensation.
ARTICLE XI. DISSOLUTION
Section 11.1 The Corporation may be dissolved by at least a two-thirds vote of the members of the Board of Directors.
Section 11.2 Disposition of Funds. Upon dissolution of the Corporation, the board of directors, after paying or making provision for the payment of all the liabilities of the Corporation, shall dispose of all the assets exclusively for the purposes of the Corporation and in such manner, or to such organization or organizations, as shall be deemed to qualify as devoted to the social welfare purpose of the Corporation. In no event shall any of such assets or property be distributed to any member, director or officer, or any private individual.
Section 11.3 The Treasurer will take such action as is necessary to close the books of the Corporation, file any required closing reports with appropriate authorities, make a final audit, and give such notice as may be then required to interested parties that the Corporation will close its functions on the date selected by the Board of Directors.
ARTICLE XII. AMENDMENT OF THE BYLAWS
These Bylaws may be amended at any Annual or Special Meeting of the Board of Directors by a two-thirds vote of all Directors then serving as Directors, provided that the proposed amendment has been submitted in writing to the Clerk of the Corporation at least fourteen (14) calendar days before the date of the meeting at which such amendment is to be considered at such meeting and circulated by the Clerk to all of the Directors at least ten (10) calendar days before the date of such meeting.