World History Network, Inc.
Section 1.1. There shall be no Members of the Corporation as that term is used in Chapter 180 of the General Laws of Massachusetts. However, there shall be two categories of persons affiliated with the organization, as follows:
a. â€śsupporting membersâ€ť shall be all those persons who are interested in research and education in the discipline of world history and who pay such dues and satisfy such other eligibility requirements as are established by the Corporation from time to time; and
b. c. â€śfellowsâ€ť shall be those persons who are engaged in research and education in the discipline of world history and who are selected from time to time by the Board of Directors or by a committee thereof formed for such purpose. Neither supporting members nor fellows shall have ay vote with respect to any business of the Corporation. Any supporting member and any fellow may be removed by a majority vote of the Board of Directors.
DIRECTORS, OFFICERS AND COMMITTEES: ELECTION, POWERS, AND DUTIES
Section 2.1. Directors. The Board of Directors of the Corporation shall consist of not less than three (3) nor more than seven (7) Directors. The exact number of Directors (within the aforesaid limits) constituting the Board of Directors shall be fixed by the Incorporator or Incorporators and, after the incorporation, at each annual meeting of the Directors, provided that by vote of the Directors at any time the number of Directors may be increased or decreased (subject to said limitation). Section 2.2. Officers. The officers of the Corporation shall be a President, a Treasurer, a Clerk, and such other officers as the Incorporator(s) or the Board of Directors may from time to time elect or appoint. Except as otherwise specifically required by law, the same person may simultaneously occupy more than one office. Section 2.3. Term of Office; Vacancies. The Directors, President, Treasurer and Clerk shall hold office, except as otherwise hereinafter provided, until the next annual meeting of Directors at which they are regularly elected and until their respective successors are chosen and qualified. All other officers shall hold office during the pleasure of the Board of Directors. In case a vacancy shall occur for any cause in the Board of Directors or in any other office, including a vacancy resulting from enlargement of the Board, the Board of Directors (or the remaining Directors, although less than a quorum) may fill such vacancy by the affirmative vote of a majority of the Directors then in office. A Director or officer so elected by the Board of Directors to fill such vacancy shall hold office only until the next meeting of the Directors at which the office would regularly be filled and until a successor is chosen and qualified.
Section 2.4. Resignation and Removal. Any Director may be removed from office with or without cause by the vote of 2/3 of the other Directors then in office, and any officer may be removed from office with or without cause by the vote of a majority of the Directors then in office. Section 2.5. Board of Directors. Directors shall be elected by the Directors at each annual meeting of the Directors or at other meetings held in lieu thereof in accordance with the provisions of Section 4.1, or at any special meeting of the Directors held in accordance with the provisions of Section 4.1. The Board of Directors shall have the general management and control of all the property and affairs of the Corporation, and shall exercise all of the powers of the Corporation. Section 2.6. Executive Committee. The Board of Directors may elect at any time from among their number an Executive Committee, which shall have and may exercise, during intervals between meetings of the Board of Directors, all powers vested in the Board of Directors which are permitted by the law to be delegated to an executive committee, provided however, that the Board may not delegate its powers to elect Directors or officers, to fill vacancies in such offices, and to remove officers or Directors from office. The members of the Executive Committee shall hold office subject to the pleasure of the Board of Directors, and the Board may at any time remove or replace any member of such Committee. The Board of Directors may also designate one or more Directors as alternate members of any such Committee, who may replace any absent member at any meeting of such Committee. Except as the Board of Directors may otherwise determine, the manner of conducting the business of the Executive Committee, whether at a meeting or otherwise, shall be determined from time to time by the members thereof, and it shall act by vote of a majority of its membership. Meetings of the Executive Committee may be called in such manner and held at such place as the Committee from time to time may determine.
Section 2.7. Standing Committees. At any meeting of the Board of Directors, the Board may appoint Directors to such standing committees as the Board by resolution may create. Any vacancy occurring in any such committee maybe filled by appointment by the Board, its Chair, or (if no Chair exists) the President.
Section 2.8. Ad Hoc Committees. The Board of Directors, its Chair, or (if no Chair exists) the President may from time to time appoint such ad hoc committees as he, she or it deems necessary or desirable, with such powers as he, she or it may determine and as are not inconsistent with the Articles of Organization or with the other provisions of these By-Laws. The members of any such committee, who need not be members of the Board of Directors, shall hold office subject to the pleasure of the Board, its Chair, or (if no Chair exists) the President. Each such committee so appointed shall keep regular minutes of its proceedings and report the same to the Board of Directors and to the Chair (or President, if no Chair exists), upon request.
Section 2.9. Advisory Board. The Board of Directors shall establish an Advisory Board, the size, duration, and responsibilities of which shall be established by a majority vote of the Board of Directors. The purpose of the Advisory Board shall be to review the activities of the Corporation and to suggest policy directions, in conformity with the mission statement of the Corporation, as the same may evolve from time to time. At the direction of the Board of Directors, the Advisory Board shall also function as the Corporationâ€™s fundraising committee, and shall perform such other functions as shall be directed by the Board of Directors. Members of the Advisory Board shall be elected by the Board of Directors for one-year terms. The Advisory Board shall meet at least once per year, and will be asked to produce at least once per year a written report suggesting initiatives for the Corporation to pursue and making any other suggestions it deems to be appropriate. Members of the Advisory Board shall not have voting rights in the Corporation.
Section 2.10. Chair of the Board. A Chair of the Board of Directors may be elected or appointed by and from the Board of Directors. If a Chair shall have been elected or appointed, he or she shall preside at all meetings of the Board of Directors at which he or she shall be present and shall have the powers and duties as set forth in Section 2.8 above and such others, if any, as the Board of Directors may prescribe.
Section 2.11. President and Vice-Presidents. The President shall be elected annually by and from the Board of Directors at the annual meeting of the Board. The President shall have, subject to the supervision of the Board of Directors, general management, charge and control of all the affairs of the Corporation, and he or she shall be its chief executive officer. In the absence of a Chair of the Board of Directors he or she shall preside at all meetings of the Board of Directors at which he or she shall be present. One or more Vice-Presidents may be elected from tiem to time by the Board of Directors. A Vice-President shall have such powers and be charged with such duties, including (to the extent permitted by law) during the absence or inability to act of the President, such of the powers and duties of the President as the Board of Directors may prescribe or as the President may designate. Section
2.12. Treasurer. The Treasurer shall be elected annually by the Board of Directors at the annual meeting of the Board. He or she shall keep or cause to be kept regular books of account which are to be available at all times for inspection by any Director, and the Treasurer shall report to the Board of Directors on the financial condition of the Corporation whenever requested to do so by the Board. He or she shall have custody of all documents of title and valuable papers. Subject to the supervision and control of the Board of Directors, he or she shall receive and disburse the funds of the Corporation. One or more Assistant Treasurers may be appointed form time to time by the Board of Directors. An Assistant Treasurer shall have such powers and be charged with such duties, including (to the extent permitted by law) any or all of the powers and duties of the Treasurer, as the Board of Directors may prescribe or as the Treasurer shall delegate.
Section 2.13. Clerk. The Clerk, who shall be a resident of the Commonwealth of Massachusetts (except that such residence shall not be required during any period in which the corporation has a duly appointed resident agent), shall be elected annually by the Board of Directors at the annual meeting of the Board. The Clerk shall have custody of the corporate seal and shall be present at and keep minutes of all meetings of the Board of Directors, shall give notice of meetings of the Board of Directors and shall perform all duties commonly incident to his or her office or which may be properly required of him or her by the Board or the President. The Board of Directors from time to time may appoint one or more Assistant Clerks who, in the absence of the Clerk, shall perform the duties of that office. If the Clerk and all Assistant Clerks, if any, are absent from any meetings of the Board of Directors, the Directors at such meeting may appoint a Temporary Clerk to keep the records of the meeting and to perform such other duties in connection with that office as the meeting may prescribe. Section 2.14. Miscellaneous Duties and Powers. In addition to the foregoing specifically enumerated duties and powers, the several officers and individual Directors of the Corporation shall be charged with such other duties and shall have such other powers (to the extent permitted by law) as may be delegated to them from time to time by the Board of Directors or any officer herein authorized so to do or as may be imposed upon them by law.
MEETINGS OF MEMBERS
Section 3.1. There are no Members of the Corporation. There shall be no annual or special meetings of supporting members or fellows of the Corporation, except as may be determined from time to time by the Board of Directors. ARTICLE IV DIRECTORSâ€™ MEETINGS Section 4.1. Meetings of Directors. An annual meeting of the Board of Directors shall be held in every year on the first Sunday in November at the principal office of the Corporation, or such other time and/or place as may have been communicated to each Director, for the election of Directors and officers and for the transaction of such other business as may properly come before such meeting. If for any reason the annual meeting shall not be held as herein provided, a special meeting of the Board of Directors shall be held inlieu of and for the purposes of the annual meeting with all the force and effect of an annual meeting. Any other regular meeting of the Board of Directors may be held at such time and place as may be fixed from time to time by the Board of Directors. Special meetings of the Board of Directors may be called by the Chair of the Board, if any, by the President, or by a majority of the Directors, or in case the number of Directors then in office shall be an even number, then by one-half of such number. Any regular or special meeting of the Board of Directors may be held either within or without the Commonwealth.
Section 4.2. Notice. Nice of meetings of the Board of Directors shall be given by the Clerk, Assistant Clerk, or other officer calling the meeting, orally, or by mail, telephone, cable, or telegraphy, stating the date, time and place appointed for the holding thereof and generally the business proposed to be transacted thereat. Notice so given or sent to a Directorâ€™s usual and last known place of business or residence at least forty-eight hours before the time of the meeting shall be sufficient notice in all cases, and any notice received by a Director in time to enable him or her to attend the meeting concerning which such notice is given shall be likewise sufficient. Notice of a meeting need not be given to any Director if a written waiver of notice executed by him is filed with the records of the meeting before or after the meeting. Notice of a meeting need not be given to a Director who attends the meeting without protesting prior thereto or at its commencement the lack of notice thereof. Any business whatever may be transacted at a meeting of the Board of Directors although it may not have been specified in the notice or waiver of notice of the meeting. No notice of an adjourned meeting of the Board of Directors shall be necessary.
Section 4.3. Quorum. At any meeting of the Board of Directors a majority of the Directors, or in case the number of Directors then in office shall be an even number, then one-half of such number, shall constitute a quorum for the transaction of business. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice. Except as otherwise expressly provided by law or by the Articles of Organization or by these By-Laws, as amended, the affirmative vote of a majority of the Directors present at any meeting at which a quorum is present shall be sufficient to transact any business which may properly come before the meeting.
Section 4.4. Action by Consent. Any action required or permitt4ed 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.
Section 4.5. Meetings by Telephone. Any meeting of the Board of Directors or of the Executive Committee or any standing or ad hoc Committee thereof, may be held by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.
Section 5.1. Seal. The seal of the Corporation shall be in such form as the Board of Directors may from time to time determine.
Section 5.2. Fiscal Year. Unless otherwise fixed by the Board of Directors, the fiscal year of the Corporation shall end on the thirtieth day of June in each year.
Section 5.3. Bonds. The Board of Directors may from time to time require from any one or more of the officers or agents of the Corporation that he, she, or they shall give bond for the faithful performance of duties. Any such bond shall be in such form, in such sum and with such sureties as the Board of Directors may determine. The premiums for all such bonds shall be paid by the Corporation.
Section 5.4. Execution of Writings. Unless the Board of Directors shall otherwise generally or in any specific instance provide: (a) any bill or note or check shall be made or signed in the name and on behalf of the Corporation by the President or the Treasurer or an Assistant Treasurer or such other officers as shall be authorized to do so from time to time by the Board of Directors; and (b) any other contract or written instrument shall be signed in the name and on behalf of the Corporation by the President or the Treasurer or such other officer or officers as shall be authorized to do so from time to time by the Board of Directors, and such officer so signing such instrument may also seal, acknowledge and deliver the same. Any instrument purporting to affect an interest in real estate shall be executed in the name of the Corporation by two of its officers, jointly, of whom one is the President (or any Vice-President) and the other is the Treasurer (or any Assistant Treasurer).
Section 5.5. Respecting Certain Contracts. Directors and officers of this Corporation may be connected with other corporations, or with trusts, partnerships or joint ventures, with which from time to time this Corporation has business dealings. In the absence of fraud, no contract or other transaction between this Corporation and any such entity and no act of this Corporation shall be affected by the fact that a Director or officer of this Corporation is pecuniarily or otherwise interested in or is a director, trustee, officer, or member of such entity, provided that his or her interest shall be disclosed or shall have been known to the Board of Directors or a majority thereof. Furthermore, in the absence of fraud, any Director or officer of this Corporation may individually be a party to or may be pecuniarily or otherwise interested in any contract or transaction to which this Corporation is a party, provided that the fact that he or she is so interested shall be disclosed or shall have been known to the Board of Directors or to a majority thereof. With respect to any profit or benefit realized on any contract or transaction described above, no such Director or officer shall be liable to account to the Corporation. Any such person who is a Director may be counted in determining the existence of a quorum at any meeting of the Board of Directors and may validly vote for the purpose of authorizing, approving or ratifying any such contract or transaction.
Section 5.6. Dividend, Profit and Compensation. No Director shall receive by reason of such directorship, any dividend, profit, or compensation from the Corporation, provided however that there shall be allowed reimbursement by the Corporation of reasonable expenses incurred on behalf of the Corporation in the course of any activity for the Corporation, by any Director or officer of the Corporation.
Section 5.7. Corporate Employees. The Board of Directors may from time to time employ or appoint a full-time or part-time executive Director and such other personnel as may be desirable and necessary to supervise the facilities of the Corporation and to plan and conduct its activities, and the Board of Directors shall have power to fix the compensation for such Executive Director and all other personnel.
AMENDMENT OF BY-LAWS
These By-Laws may be repealed or amended, or any addition by-law or by-laws adopted, at any meeting of the Board of Directors at which a quorum shall be present, by a majority vote of the Directors present, provided that the substance of any proposed amendment shall have been set forth in a notice of the meeting at which a final vote is to be taken thereon.