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BYLAWS ARTICLE I - NAME AND PURPOSE Section 1. Name. The name by which the corporation shall be known is the New England Press Association Scholarship Fund, Inc. (hereinafter referred to as "Corporation"). Section 2. Purpose. The Corporation is a 501 (c) (3) nonprofit public charity incorporated under the laws of the Commonwealth of Massachusetts, and its purpose shall be to award grants to individuals who are either students or employees of member newspapers for the purpose of defraying a portion of the cost of their educational expenses. Award grants to individuals for the purpose of taking educational courses, attending seminars or other specific learning programs designed to enhance their educational level and the overall quality of expertise which they can render to member newspaper organizations which constitute the New England Press Association. ARTICLE II - MEMBERSHIP Section 1. Membership in the Corporation will be automatic upon an applicant's acceptance as a member of the New England Press Association, and such member shall be in compliance with all of the requirements of membership in the New England Press Association. Classes of membership will follow those of the New England Press Association: Regular, Associate, and Affiliate. Section 2. The annual meeting of the Corporation shall be held in January or February each year at such a time as shall be fixed by the Board of Directors or by the President and stated in the notice of the meeting. If the date fixed for the annual meeting is a legal holiday, then the meeting shall be held on the next succeeding business day. Meetings of the members may be held at the principal office of the Corporation unless a different place is fixed by the Board of Directors or by the President and stated in the notice of the meeting. If no annual meeting is held in accordance with the forgoing provisions, a special meeting may be held in lieu thereof, and any action taken at such meeting shall have the same effect as if taken at the annual meeting. Section 3. Each member of the Corporation shall continue to be a member until the member ceases to satisfy the eligibility requirements for the class of membership as set forth in the bylaws. Any member may resign from the Corporation at any time by written notice of the individual's or the newspaper's intention to do so. Section 4. The membership of any person or organization in the Corporation may be terminated at any time by a majority vote of directors then in office, provided that the person or organization so to be removed is given reasonable notice and opportunity to be heard by the directors prior to the action thereon. Section 5. The annual meeting of the members shall be held in January or February each year at such a time as shall be fixed by the Board of Directors or by the President and stated in the notice of the meeting. If the date fixed for the annual meeting is a legal holiday, then the meeting shall be held on the next succeeding business day. Meetings of the members may be held at the principal office of the Corporation unless a different place is fixed by the Board of Directors or by the President and stated in the notice of the meeting. If no annual meeting is held in accordance with the forgoing provisions, a special meeting may be held in lieu thereof, and any action taken at such meeting shall have the same effect as if taken at the annual meeting. Section 6. Special meetings of the members may be called by the President or the Board of Directors, and written notice of every meeting of members, stating the place, date and hour thereof and the purpose for which the meeting is to be held, shall be given by the Clerk or other person calling the meeting at least 30 days before the meeting to each member entitled to vote thereat. Only Regular Members in good standing shall have a right to vote at any meeting. Section 7. A quorum for the transaction of business at any meeting of the Corporation shall be those Regular Members in attendance after due notification as set forth in Section 6. Each member may vote either in person or by written proxy dated no more than six months before the meeting specified in the proxy. When the quorum is present, any matter to be acted upon by the members shall be decided by a vote of a majority of the Regular Members present or represented. Any action to be taken by the members may be taken without a meeting if a majority of the Regular Members entitled to vote on the matter consent to the action by writing filed with the records of the meetings of members. Such consent shall be treated for all purposes as a vote at a meeting. ARTICLE III - BOARD OF DIRECTORS Section 1. The business and affairs of the Corporation shall be managed by the Board of Directors, who shall have full control over the management and disposal of all property owned by the Corporation and who shall exercise all the powers of the Corporation except as otherwise provided by law or by the Article of Organization. Section 2. A Board of Directors shall consist of five persons elected by the members of the Corporation at the annual meeting. The Board of Directors shall consist of representatives with areas of expertise that are consistent with those set forth in the state purpose of the Corporation. Section 3. The Executive Director of the Corporation shall be an ex officio member of the Board of Directors with no voting rights. Section 4. Each officer of the Corporation, other than the Executive Director, shall also be a member of the Board of Directors. Section 5. The immediate past president of the New England Press Association shall be a liaison to the Corporation Board of Directors. Section 6. Except as otherwise provided by law, by the Articles of Organization or by these bylaws, directors shall take office at the annual meeting of members and serve for two-year terms. No director may serve as a director for more than three terms in succession, provided; however, that this provision shall not prohibit such director from serving as a director in the individual's capacity as an officer of the Corporation. No director shall serve more than three terms or six years in succession. Any director may resign by delivering written resignation to the Corporation, effective upon receipt by the Corporation, unless specified to be effective at some other time or upon the happening of some other event. Section 7. A director may be removed from office, with or without cause, by vote of a majority of the members or vote of a majority of directors, provided that if such removal is for cause, the notice of such action is given to all directors prior to the meeting at which such action is taken and that the director so to be removed is given reasonable notice and opportunity to be heard by the directors prior to action thereon. Section 8. Regular meetings of the directors may be held without call or notice at such places in New England, and at such times as the directors may from time to time determine, provided that any director who is absent when such determination is made shall be given notice of the determination. Special meetings of the directors may be held at any time and place, in New England, designated in a call by the President, Clerk or three or more members of the Board of Directors by written request directed to the President, Clerk or Secretary of the Corporation. Notice thereof shall be given to each director in person or by telephone, telegram, fax or e-mail at least 48 hours in advance of the meeting or by written notice mailed to the individual's business or home address at least 72 hours in advance of the meeting. Notice need not to be given to any director if a written waiver of notice is executed by the individual before or after the meeting and filed with the record of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to the individual. Section 9. At any meeting of the directors, a majority of the directors then in office shall constitute a quorum. Section 10. At any meeting of directors at which a quorum is present, the vote of a majority of those present shall be sufficient to take any action, unless a different vote is specified by law, by the Articles of Organization or by the bylaws. Section 11. Any action by the directors may be taken without a meeting if written consent thereto is signed by all the directors and filed with the record of the meeting of directors. Such consent shall be treated as a vote of directors for all purposes. Section 12. The directors may elect or appoint an executive committee or other committee and may delegate thereto some or all of their power, except those which by law they are prohibited from delegating. ARTICLE IV - OFFICERS Section 1. The officers shall consist of a President, a Vice President, Clerk, Treasurer, and a Secretary, including such other officers or assistant to the officers enumerated above as the directors may determine. Section 2. The President, Vice President, Secretary, Treasurer and members of the Board of Directors of the Corporation shall be elected at the annual meeting of the Corporation. A majority of votes cast shall be necessary for election. Officers and elected members of the Board of Directors shall take office immediately following the annual meeting and shall hold office until their successors are chosen and qualify. Section 3. The President shall be a director. Any two or more offices may be held by the same person provided that the President and Clerk shall not be the same person. The Clerk shall be a resident of Massachusetts, unless the corporation has a Resident Agent appointed for the purpose of service of process. Any officer may be required by the directors to give bond for the satisfactory performance of their duties to the Corporation in such amount and with such surety as the directors may determine. Section 4. Any officer may resign at any time by notice in writing to the Corporation, and any officer may be removed with or without cause, by vote of majority of the directors the in office. Section 5. In advance of the annual meeting of members, a Nomination Committee of at least two members shall be appointed by the President to nominate candidates for officers and directors of the Corporation and to report the nominations at the annual meeting for election. A report of the Nomination Committee shall be submitted to the Board of Directors at least 14 days prior to the date of the meeting at which the officers and directors are to be elected. Officers and directors of the Corporation may be nominated from the floor. Section 6. The Directors shall have the power to appoint and employ an Executive Director to provide offices for the operation of the Corporation's affairs and authorize the individual to employ assistant or associate managers and such stenographic, clerical, administrative and other help as may be necessary for the efficient operation of the Corporation. The salary of the Executive Director shall be fixed by the Board of Directors. In addition to such other duties, the individual shall have charge of the office of the Corporation and shall maintain thereat a central bureau of information and general service in all matters pertaining to the carrying out of the purposes of the Corporation as well as maintaining the records of the Corporation. The Executive Director shall supervise the financial records of the Corporation in the manner determined by the Board of Directors, and shall make and keep a report showing a full and clear statement of the business and financial condition of the Corporation for each fiscal year and present the same to the Treasurer when requested and to such meeting of the Board of Directors as the President or Board of Directors may request. Section 7. The duties and authority of the President and the Vice Presidents shall be such duties and authority as usually devolve upon such officers. The Vice President shall actively assist the President in the conduct of his office and shall execute assignments in the administration and operation of the Corporation. Section 8. The Treasurer shall, subject to the direction of the directors, have general charge of the financial affairs of the Corporation and shall cause to be kept accurate books of account and shall have custody of all funds, securities and valuable documents of the Corporation, except as the directors may otherwise provide or may otherwise delegate to the Executive Director. Section 9. The Clerk shall keep a record of the meetings of the members and, if there is no Secretary in office, shall keep the minutes of the meetings of the directors. The Secretary shall keep a record of the meetings of the directors and, in the absence of the Clerk, shall keep a record of the meetings of the members. The Clerk shall keep or cause to be kept at the principal office of the Corporation all of the Corporation's records and books. Section 10. Each officer shall, subject to these bylaws, have in addition to the duties specifically set forth herein, such duties and powers customarily incident to the individual's office and such duties and powers as the directors may from time to time designate. Section 11. If a vacancy arises in the office of the President for any reason whatsoever, the Vice President shall assume the responsibilities and duties of the President. Any vacancies arising in any office for any reason whatsoever may be filled by a vote of the Board of Directors. Section 12. All of the powers and duties of the Board of Directors shall be delegated to the Executive Committee when such Board is not in session, except such power and duties that are otherwise delegated by the bylaws. All acts of the Executive Committee shall be subject to approval by the Board of Directors, and minutes of all Executive Committee meetings shall be distributed to directors in a timely fashion. ARTICLE V - AMENDMENT These bylaws may be altered, amended or revised by the affirmative vote of two-thirds of Regular members present at any annual or special meeting of the members, provided that the substance of the amendment is stated in the notice of such meeting and that such notice shall have been submitted to the members at least 14 days preceding the date of such meeting. ARTICLE VI - MISCELLANEOUS Section 1. Except as from time to time otherwise determined by the directors, the fiscal year of the Corporation shall be the twelve months ended June 30 of each year. Section 2. All deeds, leases, transfers, contracts, bonds, notes and other obligation authorized to be executed by an officer of the Corporation in its behalf shall be signed by the President or the Treasurer, except as the directors may generally or in particular cases otherwise determine. Section 3. A certificate by the Clerk or Secretary, or an assistant clerk or assistant secretary, as to all persons who rely thereon in good faith, shall be conclusive evidence of such action. Section 4. Robert's Rules of Order shall be authority in all meetings of the Corporation. ARTICLE VII - LIMITATION OF LIABILITY Section 1. Nothing herein shall constitute members of the Corporation as partners for any purpose, nor shall the Corporation, the Board of Directors, any member director, officer or employee, or any combination thereof have power to bind members, directors, officers or employees personally. No member, director officer or employee of the Corporation shall be liable for the acts or failures to act on the part of one or more other members, directors, officers or employees or any combination thereof, of the Corporation. Nor shall any member, director, officer or employee be liable for their own acts or failures to act under these bylaws, excepting only acts or failures to act arising out of culpable negligence or willful misconduct. ARTICLE VIII - INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES Section 1. Each director, officer, and employee of the Corporation (and the individual's heirs, executors, and administrators) shall be indemnified by the Corporation against all liabilities, claims and expenses, including attorneys' fees actually and necessarily incurred by the individual in connection with the defense of any action, suit or proceedings, whether criminal or civil, in which the individual is a party by reason of being or having been a director, officer, or employee of the Corporation (whether or not the individual is a director, officer, or employee of the Corporation at the time of incurring such liabilities, claims and expenses). All reasonable expenses which contribute, or which in good faith were expected to contribute, to the defense of such director, officer, or employee shall be construed to have been necessarily incurred. Such indemnification shall also extend to expenses reasonably incurred in connection with threatened actions, suits, or proceedings, whether criminal or civil, and amounts paid in settlement or compromise of claims (whether before or after suit is filed) and to amounts paid in satisfaction of the fines or judgments. All indemnifications provided above are, however, subject to the limitations and expectations set forth in Section 2 of this Article. Section 2. The indemnification provided in Section 1 of this Article shall in no event extend to the following:
Section 3. The rights of indemnification provided in this Article shall be in addition to any and all other rights to which any director, officer or employee may be entitled under any statute, bylaw, agreement, resolution, vote of the members or otherwise. |