For a copy of our 501c3 determination letter, click here
Our Bylaws are shown below, and are on file with the Secretary of State of the Commonwealth of Mass.
BYLAWS OF
MASSACHUSETTS CHILDREN'S FUND, INC.
ARTICLE I
NAME AND PURPOSE
SECTION 1. Name. The name of the organization shall be Massachusetts Children's
Fund, Inc. It shall be a nonprofit organization incorporated under the laws of
the Commonwealth of Massachusetts.
SECTION 2. Purpose. The Corporation is organized for exclusively religious,
charitable, educational and scientific purposes within the meaning of Section
501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of
any future United States Internal Revenue Law, including, for such purposes, the
making of distributions to organizations that qualify as exempt organizations
under said Section 501(c)(3) of the Internal Revenue Code of 1986. Specifically,
the Corporation will provide a charitable giving service to families and
children.
ARTICLE II
OFFICES
The principal office of the Corporation in the Commonwealth of Massachusetts
shall be located in the County of Worcester. The Corporation may have such other
offices, either within or without the Commonwealth of Massachusetts, as the
Board of Directors may designate or as the business of the Corporation may
require from time to time.
ARTICLE III
MEMBERSHIP
Membership shall consist of the Board of Directors
ARTICLE IV
BOARD OF DIRECTORS
SECTION 1. General Powers. The business and affairs of the Corporation shall be
managed by its Board of Directors.
SECTION 2. Size and Terms. The number of directors of the Corporation shall be
fixed by the Board of Directors, but in no event shall be less than (3). Each
director shall hold office for three-year terms to be staggered unless duly
removed as prescribed in Article III. The initial Board of Directors will serve
as follows: the first director will serve one year, the second will serve two
years, the third will serve three years. Thereafter each elected director will
serve a three-year term. Each director must be reelected at the regular annual
meeting.
SECTION 3. Regular Meetings. A regular annual meeting of the Board of Directors
shall be held in January of each year the day of which shall be called by the
President or designated Chairman. The Board of Directors may provide the time
and place for the holding of additional regular meetings with notice as
described in Section 5.
SECTION 4. Special Meetings. Special meetings of the Board of Directors may be
called by or at the request of the President or any two directors. The person or
persons authorized to call special meetings of the Board of Directors may fix
the place for holding any special meeting of the Board of Directors called by
them.
SECTION 5. Notice. Notice of any meeting shall be given at least two weeks
previous thereto by written notice delivered personally, mailed to each director
at his business address, or by electronic mail. Any directors may waive notice
of any meeting. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting for
the express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
SECTION 6. Quorum. A majority of the number of directors fixed by Section 2 of
this Article II shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors. A quorom shall not be established if more
than 50 percent of such quorom is related by blood or marriage or otherwise have
joint financial interests, such as business partnerships, etc. If less than a
majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.
SECTION 7. Manner of Acting. The act of the majority of the directors present at
a meeting at which a quorum is present shall be the act of the Board of
Directors.
SECTION 8. Action Without a Meeting. Any action that may be taken by the Board
of Directors at a meeting may be taken without a meeting if consent in writing,
setting forth the action so to be taken, shall be signed before such action by
all of the directors.
SECTION 9. Vacancies. Any vacancy occurring in the Board of Directors may be
filled by the affirmative vote of a majority of the remaining directors though
less than a quorum of the Board of Directors, unless otherwise provided by law.
A director elected to fill a vacancy shall be elected for the remaining term of
his predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election by the Board of
Directors for a term of office continuing only until the next election of
directors by the Directors.
SECTION 10. Compensation. No Director or Officer shall for reason of his/her
office be entitled to receive any salary or compensation, but nothing herein
shall be construed to prevent an officer or director from receiving any
compensation from the organization for duties other than as a director or
officer.
SECTION 11. Presumption of Assent. A director of the Corporation who is present
at a meeting of the Board of Directors at which action on any corporate matter
is taken shall be presumed to have assented to the action taken unless his
dissent shall be entered in the minutes of the meeting or unless he shall file
his written dissent to such action with the person acting as the Secretary of
the meeting before the adjournment thereof, or shall forward such dissent by
registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to director
who voted in favor of such action.
ARTICLE V
OFFICERS
SECTION 1. Number. The officers of the Corporation shall be a President and a
Secretary both of whom shall be elected by the Board of Directors. Such other
officers and assistant officers as may be deemed necessary may be elected or
appointed by the Board of Directors, including a Chairman of the Board. In its
discretion, the Board of Directors may leave unfilled for any such period as it
may determine any office except those of President and Secretary. Any two or
more offices may be held by the same person, except for the offices of President
and Secretary, which may not be held by the same person.
SECTION 2. Election and Term of Office. The officers of the Corporation to be
elected by the Board of Directors shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors. If the election of
officers shall not be held at such meeting, such election shall be held as soon
thereafter as conveniently may be. Each officer shall hold office until his
successor shall have been duly elected and shall have qualified, or until his
death, or until he shall resign or shall have been removed in the manner
hereinafter provided.
SECTION 3. Removal. Any officer, agent, or director may be removed by a
unanimous vote of the Board of Directors whenever, in its judgment, the best
interests of the Corporation will be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer, agent, or director shall not of itself
create contract rights, and such appointment shall be terminable at will.
SECTION 4. Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification or otherwise, may be filled by the Board of Directors
for the unexpired portion of the term.
SECTION 5. President. The President shall be the principal executive officer of
the Corporation and, subject to the control of the Board of Directors, shall in
general supervise and control all of the business and affairs of the
Corporation. He shall, when present, preside at all meetings of the Board of
Directors, unless there is a Chairman of the Board in which case the Chairman
shall preside. He may sign, with the Secretary or any other proper officer of
the Corporation thereunto authorized by the Board of Directors, any deeds,
mortgages, bonds, contracts, or other instruments which the Board of Directors
has authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
Bylaws to some other officer or agent of the Corporation, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties incident to the office of President and such other duties as may be
prescribed by the Board of Directors from time to time.
SECTION 6. Secretary. The Secretary shall: (a) Keep the minutes of the
proceedings of the Board of Directors in one or more minute books provided for
that purpose; (b) See that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; (c) Be custodian of the
corporate records and of the seal of the Corporation and see that the seal of
the Corporation is affixed to all documents, the execution of which on behalf of
the Corporation under its seal is duly authorized; (d) Keep a register of the
post office address of each Director which shall be furnished to the Secretary
by such Director; and (e) In general perform all duties incident to the office
of the Secretary and such other duties as from time to time may be assigned to
him by the President or by the Board of Directors.
ARTICLE VI
ADVISORY BOARD
The Board of Directors shall have the ability to appoint an Advisory Board,
comprised of any number of individuals identified as interested in helping with
the ultimate goals of the organizations. These individuals shall have no voting
authority but will serve at large at the pleasure of the Board as Community
Leaders.
ARTICLE VI
INDEMNITY
The Corporation shall indemnify its directors, officers and employees as
follows: (a) Every director, officer, or employee of the Corporation shall be
indemnified by the Corporation against all expenses and liabilities, including
counsel fees, reasonably incurred by or imposed upon him in connection with any
proceeding to which he may be made a party, or in which he may become involved,
by reason of his being or having been a director, officer, employee or agent of
the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of the corporation, partnership, joint
venture, trust or enterprise, or any settlement thereof, whether or not he is a
director, officer, employee or agent at the time such expenses are incurred,
except in such cases wherein the director, officer, or employee is adjudged
guilty of willful misfeasance or malfeasance in the performance of his duties;
provided that in the event of a settlement the indemnification herein shall
apply only when the Board of Directors approves such settlement and
reimbursement as being for the best interests of the Corporation. (b) The
Corporation shall provide to any person who is or was a director, officer,
employee, or agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of the corporation,
partnership, joint venture, trust or enterprise, the indemnity against expenses
of suit, litigation or other proceedings which is specifically permissible under
applicable law. (c) The Board of Directors may, in its discretion, direct the
purchase of liability insurance by way of implementing the provisions of this
Article VI
ARTICLE VII
CONFLICTS OF INTEREST
SECTION 1. Conflict defined. A conflict of interest may exist when any director,
officer, or staff member may be seen as having interests that are adverse to the
interests of this corporation.
SECTION 2. Disclosure required. Any conflict of interest shall be disclosed to
the Board of Directors by the person concerned. When any conflict of interest is
relevant to a matter requiring action by the Board of Directors, the interested
person shall call it to the attention of the Board of Directors or its
appropriate committee and such person shall not vote on the matter; provided
however, any Director disclosing a possible conflict of interest may be counted
in determining the presence of a quorum at a meeting of the Board of Directors
or a committee thereof.
SECTION 3. Absence from discussion. The person having the conflict shall not
participate in the decision regarding the matter under consideration.
SECTION 4. Minutes. The minutes of the meeting of the Board or committee shall
reflect that the conflict of interest was disclosed and that the interested
person was not present during the final vote and did not vote. When there is
doubt as to whether a conflict of interest exists, the matter shall be resolved
by a vote of the Board of Directors or its committee, excluding the vote of the
person concerning whose situation the doubt has arisen.
SECTION 5. Annual review. A copy of this conflict of interest statement shall be
furnished each director, officer, and staff member who is presently serving the
corporation, or who may hereafter become associated with the corporation. This
policy shall be reviewed periodically for the information and guidance of
directors, officers, and staff members. Any new directors, officers, or staff
members shall be advised of this policy upon undertaking the duties of such
office.
ARTICLE IX
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. Contracts. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances.
SECTION 2. Loans. No loans shall be contracted on behalf of the Corporation and
no evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the Board of Directors. Such authority may be general or confined
to specific instances.
SECTION 3. Checks, Drafts, etc. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation, shall be signed by such officer or officers, agent or agents of
the Corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors.
SECTION 4. Deposits. All funds of the Corporation not otherwise employed shall
be deposited from time to time to the credit of the Corporation in such banks,
trust companies or other depositories as the Board of Directors may select.
ARTICLE X
FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of January and
end on the last day of December each year.
ARTICLE XI
CORPORATE SEAL
The Board of Directors may at its discretion provide a corporate seal, which
shall be circular in form and shall have inscribed thereon the name of the
Corporation and the State of incorporation and the words, "Corporate Seal".
ARTICLE XII
WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be given to
any director of the Corporation under the provisions of these Bylaws or under
the provisions of the Articles of Incorporation or under the provisions of the
applicable Business Corporation Act, a waiver thereof in writing, signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XIII
AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws adopted when
necessary by a two-thirds majority of the Board of Directors.
The above Bylaws were approved and adopted by the Board of Directors of the
Corporation on the _________________ day of ____________________, 20_____.
_______________________________
Secretary
Click here for a copy of our incorporation certificate from the Massachusetts Secretary of State