BERKSHIRE THEATRE CRITICS ASSOCIATION, INC.
The following Bylaws shall be subject to, and governed by, the Non-Profit Corporation Act of Massachusetts and the Articles of Incorporation of Berkshire Theatre Critics Assosicaion, Inc. In the event of a direct conflict between the herein contained provisions of these Bylaws and the mandatory provisions of the Non-Profit Corporation Act of Massachusetts, said Non-Profit Corporation Act shall be the prevailing controlling law. In the event of a direct conflict between the provisions of these Bylaws and the Articles of Incorporation of the Association, it shall then be these Bylaws which shall be controlling. See: The Articles of incorporation of the Berkshire Theatre Critics Association, Inc.
ARTICLE 1 – NAME
The legal name of the Non-Profit Corporation/Organization shall be known as Berkshire Theatre Critics Association, Inc., and shall herein be referred to as the "Association."
ARTICLE 2 – PURPOSE
The general purposes for which this Association has been established are as follows:
The Association is established within the meaning of IRS Publication 557 Section 501(c)
(3) Organization of the Internal Revenue Code of 1986, as amended (the "Code") or the
corresponding section of any future federal tax code and shall be operated to Award
excellence in the theater in the Berkshire Region, determined in a fifty mile distance
from the center of Pittsfield, MA in all directions including theaters in Connecticut, New
York State and Vermont as well as communities in western Massachusettes outside of
Berkshire County. In addition the Association also sponsors programs to bring together
people interested in theater in the Berkshire region as a means of better understanding
our local, state and national heritage.
Additionally, the Association has been formed for the purpose of performing all things
incidental to, or appropriate in, the foregoing purposes. However, the Association shall
not, except to an insubstantial degree, engage in any activity or the exercise of any
powers which are not in furtherance of its primary non-profit purposes.
Berkshire Theatre Critics Association, Inc. is a Not-For –Profit Corporation as defined by the General Statutes of the Commonwealth of Massachusetts.
The Association shall hold and may exercise all such powers as may be conferred upon any nonprofit organization by the laws of the State of Massachusetts and as may be necessary or expedient for the administration of the affairs and attainment of the purposes of the Association. At no time and in no event shall the Association participate 2 in any activities which have not been permitted to be carried out by a Association exempt under Section 501(c) of the Internal Revenue Code of 1986.
ARTICLE 3 – OFFICES
The principal office of the Association shall be located 20 Alfred Drive, Pittsfield,
The Association may have other such offices as the Board of Directors may determine
or deem necessary, or as the affairs of the Association may find a need for from time to
ARTICLE 4 –ASSETS & INUREMENT
4.1 Dedication of Assets.
The properties and assets of the Association are irrevocably dedicated to and for nonprofit
purposes only, including but not limited to awards, collections, acquisitions and
other such properties and assets as may be, from time to time, determined by the Board
of Directors of the Association.
4.2 Inurement.No part of the net earnings of the Association shall inure to the benefit of any member, individual or entity and no substantial part of the Association’s activities shall be to carry on propaganda or otherwise attempt to influence legislation. The Association shall not participate in, not intervene in (including the distribution of statements) in any political campaign on behalf of any candidate for public office, shall not engage in any “prohibited transaction” within the meaning of the Internal Revenue Code or in any illegal business or practice and shall not be and “action organization” within the meaning of the Internal Revenue Code.
ARTICLE 5 – MEMBERS
Any person, or other entity or organization shall be eligible for membership in the Society upon payment of dues as prescribed in this Article 5.
The classifications of members shall be set by the Board of Directors from time to time as the Board deems appropriate.
The schedule of dues for membership shall be set by the Board of Directors from time to time as the Board deems appropriate.
Each member shall be entitled to one (1) vote at any meeting of the members of the Association at which he/she/it is present in person or by proxy. Each firm, association, trust, corporation, organization or other entity shall designate one (1) person to cast its vote.
5.5 Membership Rights.
All members in good standing shall be entitled to the rights of their classification, if any,
and shall exercise all residual power required by the General Laws of the
Commonwealth of Massachusetts to be exercised by members.
5.6 No Grant of Interest.
Membership confers no legal or equitable interest in the real or personal property or income of the Association.
5.7 Members Meetings
5.7.1 Annual General Meeting.
The Annual General Meeting of the members shall be held between April 15 and May 15 of each year, at a place to be selected by the President for the purpose of electing officers and directors, and for such purposes as may be stated in a written notice sent to members on a ten (10) days prior to the Annual General Meeting. A quorum at the Annual General Meeting shall be twenty-five (25%) percent of the membership.
5.7.2 Special Meetings.
Special meetings of the members may be requested at any time by the President or by
at least two Directors or by application of three or more members who are entitled to
vote and shall be called by the Secretary of the Board, or in the absence of a Secretary
by another officer, stating the time, place and purpose of the special meeting, which
shall be sent to all members at least ten (10) days in advance of the meeting. A quorum for voting purposes at a special meeting shall be twenty-five (25%) percent of the membership.
5.7.3 Regular Meetings.
Regular Meetings shall be set by the Board of Directors from time to time as the Board deems appropriate.
At any meeting of the members, twenty-five (25%) percent of the members entitled to vote at any meeting, shall constitute a quorum for the transaction of any business. When a quorum is present the affirmative vote of at least a majority of the members represented and entitled to vote shall be necessary to the decision of any question brought before the meeting, unless a larger vote is required by law, by the Articles of Incorporation of the Association or by these By-laws. At any meeting where a quorum is not present, said meeting may be adjourned to the next regular meeting, adjourned to a fixed date, or recessed until a quorum may be assembled. At any adjourned or recessed meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting.
A ten (10) day written notice of the Annual General Meeting, any regular meeting and
any Special Meeting shall be given in hand or by mail or electronic mail to each member
entitled to vote thereat, at his/her/its address or e-mail address as it appears on the
books of the Association. Each notice shall state the date, time, place and purpose of
The Secretary shall be responsible for the recording of all minutes of each and every meeting of the membership in which business shall be transacted in such order as the Board may determine from time to time. However, in the event that the Secretary is unavailable, the Board Chair shall appoint an individual to act as Secretary at the meeting. The Secretary, or the individual appointed to act as Secretary, shall prepare the minutes of the meetings, which shall be delivered to the Association to be placed in the minute books.
ARTICLE 6 – BOARD OF DIRECTORS
6.1 General Powers and Responsibilities.
The Association shall be governed by a Board of Directors (the "Board"), which shall
have all the rights, powers, privileges and limitations of liability of directors of a nonprofit
corporation organized under the General Laws of the Commonwealth of
Massachusetts. Specifically, the Board shall establish policies and directives governing
business and programs of the Association. The Board shall secure adequate funding for
the Association, shall monitor finances of the Association, create and update a longrange
plan for the organization, select and support the organization’s board officers,
adopt key operating policies, and approve contracts as appropriate.
Additionally, the Board shall have the authority to engage the professional services of an Executive Director and shall delegate to the Executive Director and Association staff, subject to the provisions of these Bylaws, authority and responsibility to see that the policies and directives are appropriately followed. The Board shall have the duty to oversee and review the performance of the Executive Director and staff.
The Board may deem advisable to elect Ex-Officio Board Members who shall not have voting power and shall not be eligible for office.
6.2 Number of Directors
The Board shall have up to 24, but no fewer than 5, Board members, of whom three (3) shall be officers of the Association. The number of Board members may be increased beyond 24 members or decreased to less than 5 members by the affirmative vote of a two-thirds majority of the then serving Board of Directors.
A Board member need not be a resident of the State of Massachusetts. All Board members must be paid-in members of the Berkshire County Association, Inc. Board members shall assume a reasonable financial commitment to the Association as their individual ability allows or may substitute in-kind services to support the work of the Association.
6.4 Obligations and Duties.
6.4.1 Obligations.Board members shall attend meetings regularly and participate in discussion at these meetings. Board members shall be informed about the mission and vision of the Association and support this mission and vision. Board members shall contribute time and money to the Association to the best of their ability. Board members shall serve on at least one (1) committee when invited, unless excused for good cause. Board members shall encourage others to support the Association and serve as a spokesperson in support of the Association’s mission and vision. Board members shall maintain confidentiality of board discussions.
The Board of Directors, through its members, shall authorize all transactions, contracts, agreements, purchases and expenditures of the Association, including the purchase, sale, lease or mortgage of any or all real and / or personal property of the Association by a majority vote. Any such transactions, contracts, agreements, purchases and expenditures shall be effectuated as described in Article 11 hereinbelow.
6.5 Board Compensation.The Board shall receive no compensation other than for reasonable, documented expenses.
6.6 Board Elections.The Nominating Committee shall present nomination(s) for new and renewing Board members at the annual meeting. Recommendations from the Nominating Committee shall be made known to the Board in writing before nominations are made and voted on. New and renewing Board members shall be approved by a majority of those Board members at a Board meeting at which a quorum is present.
6.7 Term of Board.All appointments to the Board shall be for a term of 3 year(s). No person shall serve more than 4 consecutive terms unless a majority of the Board, during the course of a Board meeting at which a quorum is present, votes to appoint a Board member to 1-2 additional year(s). No person shall serve more than 13 consecutive years. After serving the maximum total number of consecutive years on the Board, a member may be eligible for reconsideration as a Board member after 1 year has passed since the conclusion of such Board member's service.
6.8 VacanciesA vacancy on the Board of Directors may exist at the occurrence of the following conditions:
- ) The death, resignation, or removal of any director; or
- ) The declaration by resolution of the Board of a vacancy in the office of a director who has been declared of unsound mind by a final order of court, convicted of a felony, found by final order or judgment of any court to have breached a duty pursuant to the Corporation Code and/or Act of the law dealing with the standards of conduct for a director ,
- ) The Board member’s absence from two (2) consecutive meetings of the Board of Directors, or a total of three (3) meetings of the Board during any one calendar year;
- ) An increase in the authorized number of directors; or
- ) The failure of the directors, at any annual or other meeting of directors at which director(s) are to be elected, to elect the full authorized number of directors.
The Board of Directors, by way of affirmative vote of a majority of the directors then currently in office, may remove any director with or without cause at any regular or special meeting, provided that the director to be removed has been notified in writing in the manner set forth in this Article 6 that such action would be considered at the meeting. Any vacancy on the Board may be filled by vote of a simple majority of the directors then in office, whether or not the number of directors then in office is less than a quorum, or by vote of a sole remaining director. No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires. A Board member elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
Except as provided in this paragraph, any director may resign effective upon giving written notice to the President, the secretary of the Association, or the Board of Directors. The resignation shall take effect upon receipt thereof unless the notice specifies a later time for the effectiveness of the resignation. If the resignation is effective at a future time, a successor may be designated to take office when the resignation becomes effective. Unless the Attorney General of Massachusetts is first notified, no director may resign when the Association would then be left without a duly elected director in charge of its affairs.
6.10.1 Regular Meetings.Regular Meetings of the Board shall be set by the Board of Directors from time to time as the Board deems appropriate.
6.10.2 Special Meetings of the Board.Special meetings of the Board may be requested at any time by the President or by at least two (2) Directors and shall be called by the Secretary of the Board, or in the absence of a Secretary by another officer, stating the time, place and purpose of the special meeting, which shall be sent to all Board members at least ten (10) days in advance of the meeting. A quorum for voting purposes at a special meeting shall be twenty-five (25%) percent of the Board. 7
6.10.3 Quorum.At any meeting of the Board, twenty-five (25%) percent of the Board members shall constitute a quorum for the transaction of any business. When a quorum is present the affirmative vote of at least a majority of the Board members represented and entitled to vote shall be necessary to the decision of any question brought before the meeting, unless a larger vote is required by law, by the Articles of Incorporation of the Association or by these By-laws. At any meeting where a quorum is not present, said meeting may be adjourned to the next regular Board meeting, adjourned to a fixed date, or recessed until a quorum may be assembled. At any adjourned or recessed meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting. If at any time the Board consists of an even number of members and a vote results in a tie, then the vote of the Board Chair shall be the deciding vote.
6.10.4 Notice.A ten (10) day written notice of any regular Board meeting and any Special Board Meeting shall be given by mail or electronic mail or in hand to each Board member at his/her/its address or e-mail address as it appears on the books of the Association. Each notice shall state the date, time, place and purpose of the meeting.
The Secretary shall be responsible for the recording of all minutes of each and every meeting of the Board in which business shall be transacted in such order as the Board may determine from time to time. However, in the event that the Secretary is unavailable, the President shall appoint an individual to act as Secretary at the meeting. The Secretary, or the individual appointed to act as Secretary, shall prepare the minutes of the meetings, which shall be delivered to the Association to be placed in the minute books. A copy of the minutes shall be delivered to each Board member via either regular mail, hand delivered, emailed, or faxed at least ten (10) days prior to the next scheduled Board meeting
A Board member who is unable to attend a meeting of the Board or a Board Committee may vote by written proxy given to any other voting member of the Board or Committee who is in attendance at the meeting in question. However, a vote by proxy shall not be counted toward the number of Board members needed to be present to constitute a quorum for the transaction of business. No proxy shall be valid after three (3) months from the date of execution. Each proxy shall be revocable unless expressly stated therein to be irrevocable or unless made irrevocable by law.
6.13 Board of Advisors.
The President, with the consent of a majority of the Board, may appoint former officers, directors or other individuals with special skills or interests to a non-voting Board of Advisors or to any Committee. Each member of this Board of Advisors will serve a term of one year, with no limitations on the number of terms to which he or she may be reappointed by the President, and will be available for providing advice and counsel as needed by the Regular slate of officers and directors. The President and officers of the Board of Directors will serve as ex-officio members of the Board of Advisors.
ARTICLE 7 – STANDARD OF CARE OF THE BOARD OF DIRECTORS
A director shall perform all the duties of a director, including, but not limited to, duties as
a member of any committee of the Board on which the director may serve, in such a
manner as the director deems to be in the best interest of the Association and with such
care, including reasonable inquiry, as an ordinary, prudent, and reasonable person in a
similar situation may exercise under similar circumstances.
In the performance of the duties of a director, a director shall be entitled to rely on
information, opinions, reports, or statements, including financial statements and other
financial data, in each case prepared or presented by:
- ) One or more officers or employees of the Association whom the director deems to be reliable and competent in the matters presented;
- ) Counsel, independent accountants, or other persons, as to the matters which the director deems to be within such person's professional or expert competence; or
- ) A committee of the Board upon which the director does not serve, as to matters within its designated authority, which committee the director deems to merit confidence, so long as in any such case the director acts in good faith, after reasonable inquiry when the need may be indicated by the circumstances, and without knowledge that would cause such reliance to be unwarranted.
Except as herein provided in this Article 7 - Standard of Care, any person who performs the duties of a director in accordance with the above shall have no liability based upon any failure or alleged failure to discharge that person's obligations as a director, including, without limitation of the following, any actions or omissions which exceed or defeat a public or charitable purpose to which the Association, or assets held by it, are dedicated.
The Association shall not make any loan of money or property to, or guarantee the obligation of, any director or officer, unless approved by the Massachusetts Attorney General; provided, however, that the Association may advance money to a director or officer of the Association or any subsidiary for expenses reasonably anticipated to be incurred in the performance of the duties of such officer or director so long as such individual would be entitled to be reimbursed for such expenses absent that advance.
7.3 Conflict of Interest
The purpose of the Conflict of Interest policy is to protect the Association's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of one of its officers or directors, or that might otherwise 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 and charitable corporations/organizations and is not intended as an exclusive statement of responsibilities. The Board of Directors should avoid even the appearance of a conflict of interest at all times and in all matters.
7.4 Restriction on Interested Directors.
Not more than 20% (percent) of the persons serving on the Board of Directors at any time may be interested persons. An interested person is (1) any person currently being compensated by the Association for services rendered to it within the previous twelve (12) months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director; and (2) any brother, sister, parent, ancestor, descendent, spouse, brother-in-law, sister-in-law, sonin- law, mother-in-law, or father-in-law of any such person. However, any violation of the provisions of this section shall not affect the validity or enforceability of any transaction entered into by the interested person.
7.5 Duty to Disclose.
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors who are considering the proposed transaction or arrangement.
7.6 Establishing a Conflict of Interest
After the disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person shall leave the Board meeting while the potential conflict of interest is discussed and voted upon. The remaining Board members shall decide if a conflict of interest exists.
7.7 Addressing a Conflict of Interest
In the event that the Board should establish that a proposed transaction or arrangement
establishes a conflict of interest, the Board shall then proceed with the following actions:
- ) Any interested person may render a request or report at the Board meeting, but upon completion of said request or report the individual shall be excused while the Board discusses the information and/or material presented and then votes on the transaction or arrangement proposed involving the possible conflict of interest.
- ) The President of the Board shall, if deemed necessary and appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
- ) After exercising due diligence, the Board shall determine whether the Association 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 shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the best interest of the Association, for its own benefit, and whether it is fair and reasonable. It shall make its decision as to whether to enter into the transaction arrangement in conformity with this determination.
7.8 Violations of Conflict of Interest Policy.
Should the Board have reasonable cause to believe an interested person has failed to disclose actual or possible conflicts of interest, the Board shall then inform the interested person of the basis for such belief and afford the interested person an opportunity to explain the alleged failure to disclose. If, after hearing the interested person's explanation, and after making further investigation as may be warranted in consideration of the circumstances, the Board determines the interested person intentionally failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
7.9 Procedures and Records.
All minutes of the Board Meetings, when applicable, shall contain the following
- ) The names of all 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 decision as to whether a conflict of interest in fact existed.
- ) The names of the persons who were present for discussions and any votes relating to the transaction or arrangement, the content of the discussions, including any alternatives to the proposed transaction or arrangement, and a record of any vote taken in connection with the proceedings.
7.10 Acknowledgement of Conflict of Interest Policy
Each director, principal officer, and member of a committee with Board delegated
powers shall be required to sign a statement which affirms that such person:
- ) Has received a copy of the conflict of interest policy;
- ) Has read and understands the policy;
- ) Has agreed to comply with the policy; and
- ) Understands that the Association is a charitable and/ or not for profit organization, and in order to maintain its federal tax exemption, it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
7.11 Violation of Loyalty - Self-Dealing Contracts
A self-dealing contract is any contract or transaction (i) between this Association and
one or more of its Directors, or between this Association and any corporation, firm, or
association in which one or more of the Directors has a material financial interest
("Interested Director"), or (ii) between this Association and a corporation, firm, or
association of which one or more of its directors are Directors of this Association. Said
self-dealing shall not be void or voidable because such Director(s) of corporation, firm,
or association are parties or because said Director(s) are present at the meeting of the
Board of Directors or committee which authorizes, approves or ratifies the self-dealing
- ) All material facts are fully disclosed to or otherwise known by the members of the Board and the self-dealing contract is approved by the Interested Director in good faith (without including the vote of any membership owned by said interested Director(s);
- ) All material facts are fully disclosed to or otherwise known by the Board of Directors or committee, and the Board of Directors or committee authorizes, approves, or ratifies the self-dealing contract in good faith—without counting the vote of the interest Director(s)—and the contract is just and reasonable as to the Association at the time it is authorized, approved, or ratified; or
- ) As to contracts not approved as provided in above sections (a) and/or (b), the person asserting the validity of the self-dealing contract sustains the burden of proving that the contract was just and reasonable as to the Association at the time it was authorized, approved, or ratified.
Interested Director(s) may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof, which authorizes, approves, or ratifies a contract or transaction as provided for and contained in this section.
To the fullest extent permitted by law, the Association shall indemnify its "agents," as described by law, including its directors, officers, employees and volunteers, and including persons formerly occupying any such position, and their heirs, executors and administrators, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any "proceeding," and including any litigation or action by or in the right of the Association, by reason of the fact that the person is or was a person as described in the General Laws of Massachusetts regarding Non-Profit Corporations. Such right of indemnification shall not be deemed exclusive of any other right to which such persons may be entitled apart from this Article. To the fullest extent permitted by law, and, except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification in defending any "proceeding" shall be advanced by the Association of an undertaking by or on behalf of that person to repay such amount unless it is ultimately determined that the person is entitled to be indemnified by the Association for those expenses. The Association shall have the power to purchase and maintain insurance on behalf of any agent of the Association, to the fullest extent permitted by law, against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, or to give other indemnification to the extent permitted by law.
ARTICLE 8 – OFFICERS
8.1 Officers and Duties.
The Board shall elect officers of the Association which shall include a, President who shall act as the Chair of the Board of Directors, Vice President, a Secretary, a Treasurer, and such other officers as the Board may designate by resolution. The same person may hold any number of offices, except that neither the Secretary nor the Treasurer may serve concurrently as the chairperson of the Board or the President. In addition to the duties in accordance with this Article 8, officers shall conduct all other duties typically pertaining to their offices and other such duties which may be required by law, Articles of Incorporation, or by these bylaws, subject to control of the Board of Directors, and they shall perform any other such additional duties which the Board of Directors may assign to them at their discretion. The officers will be selected by the Board at its annual meeting, and shall serve the needs of the Board, subject to all the rights, if any, of any officer who may be under a contract of employment.
8.1.1 President – Chair of the Board of Directors.
It shall be the responsibility of the President of the Board, when present, to preside over all meetings of the Board of Directors, membership and Executive Committee. The President is authorized to execute, in the name of the Association, any and all contracts or other documents which may be authorized, either generally or specifically, by the Board to be executed by the Association in accordance with Article 11 hereinbelow. 8.1.2 Vice President. In the absence of the President or in the event of his/her inability or refusal to act, it shall then be the responsibility of the Vice President to perform all the duties of the President, and in doing so shall have all authority and powers of, and shall be subject to all of the restrictions on, the President.
The Secretary, or his/her designee, shall be the custodian of all records and documents of the Association, and the corporate seal which are required to be kept at the principal office of the Association, and shall act as secretary at all meetings of the Board of Directors and membership meetings and shall keep the minutes of all such meetings on file in hard copy or electronic format. S/he shall attend to the giving and serving of all notices of the Association and shall see that the seal of the Association, if any, is affixed to all documents, the execution of which on behalf of the Association under its seal is duly authorized in accordance with the provisions of these bylaws.
It shall be the responsibility of the Treasurer to keep and maintain, or cause to be kept and maintained, adequate and accurate accounts of all the properties and business transactions of the Association, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements. The Treasurer shall be responsible for ensuring the deposit of, or cause to be deposited, all money and other valuables as may be designated by the Board of Directors. Furthermore, the Treasurer shall disburse, or cause to be disbursed, the funds of the Association, as may be ordered by the Board of Directors, and shall render to the President, officers and directors, whenever they request it, an account of all the Treasurer's transactions as treasurer and of the financial condition of the Association. The Treasurer shall give the Association a bond, if so requested and required by the Board of Directors, in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of the Treasurer's office and for restoration to the Association of all its books, papers, vouchers, money and other property of every kind in the Treasurer's possession or under the Treasurer's control upon the Treasurer's death, resignation, retirement, or removal from office. The Association shall pay the cost of such a bond. The Treasurer shall have the authority to sign all payroll checks and checks under $500.00 and may sign checks over $500.00 with the President as required by Article 11.
8.2 Resignation and Vacancies.
All officers have the right to resign at any time by providing notice in writing to the Board of Directors, President and/or Secretary of the Association, without bias or predisposition to all rights, if any, of the Association under any contract to which said officer is a part thereof. All resignations shall become effective upon the date on which the written notice of resignation is received or at any time later as may be specified within the resignation; and unless otherwise indicated within the written notice, a stated acceptance of the resignation shall not be required to make the resignation effective. Without any bias or predisposition to the rights of any officer that may be under any contract of employment, any officer may be removed with or without cause by the Board. Any and all vacancies in any office because of death, resignation, disqualification, removal, or for any other cause, shall be filled in accordance to the herein prescribed bylaws for regular appointments to such office for any unexpired term of the office.
The compensation, if any, of the officers shall be fixed or determined by resolution of the Board of Directors.
ARTICLE 9 – COMMITTEES
9.1 Meetings and Actions of Committees
Meetings and actions of all committees shall be governed by, and held and taken in accordance with, the provisions of Article 6 - Board of Directors of these bylaws concerning meetings and actions of the directors, with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee. Special meetings of committees may also be called by resolution of the Board of Directors. Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the Association records. The Board of Directors may adopt rules not consistent with the provisions of these bylaws for the governance of any committee.
9.2 Committees of Directors
The Board of Directors may, by resolution adopted by a majority of the directors then in office, provided that a quorum is present, designate one or more committees to exercise all or a portion of the authority of the Board, to the extent of the powers specifically delegated in the resolution of the Board or in these bylaws. Each such committee shall consist of two (2) or more directors, and may also include persons who are not on the Board, to serve at the pleasure of the Board. The Board may designate one or more alternative members of any committee who may replace any absent member at any 14 meeting of the committee. The appointment of members or alternate members of a committee requires the vote of a majority of the directors then in office, provided that a quorum is present. The Board of Directors may also designate one or more advisory committees that do not have the authority of the Board. However, no committee, regardless of Board resolution, may: a) Approve of any action that, pursuant to applicable Law, would also require the affirmative vote of the members of the Board if this were a membership vote. b) Fill vacancies on, or remove the members of, the Board of Directors or any committee that has the authority of the Board. c) Amend or repeal the Articles of Incorporation or bylaws or adopt new bylaws. d) Amend or repeal any resolution of the Board of Directors that by its express terms is not so amendable or repealable. e) Appoint any other committees of the Board of Directors or their members. f) Approve a plan of merger, consolidation, voluntary dissolution, bankruptcy, or reorganization; or a plan for the sale, lease, or exchange of all or considerably all of the property and assets of the Association otherwise than in the usual and regular course of its business; or revoke any such plan. g) Approve any self-dealing transaction, except as provided pursuant to law. Unless otherwise authorized by the Board of Directors, no committee shall compel the Association in a contract or agreement or expend Corporation/ Organization funds.
9.3 Executive Committee
Pursuant to this Article 9 - Committee of Directors, the Board may appoint an Executive Committee which shall consist of the Officers of the Corporation. The Executive Committee shall be empowered to act on urgent matters that require an immediate decision when it is impossible or impractical to obtain a decision from the full board, provided further that these decisions and actions are consistent with existing Board policy and these Bylaws. A majority of the Committee members shall constitute a quorum. Actions taken by the Executive Committee shall be reported to the Board at its next meeting, provided, however, that the Executive Committee shall not have the authority of the Board in reference to those matters enumerated in Article 9.2 - Committee of Directors. The Secretary of the Association shall send to each director a summary report of the business conducted in any meeting of the Executive Committee.
9.4 Audit Committee
The Board, at its sole discretion, shall appoint an Audit Committee, which shall otherwise govern any committee's operations, and may be comprised of two (2) or more persons including persons other than directors of the Association. The membership of the Audit Committee shall not include the following persons: a) The President of the Board; b) The Treasurer of the Association; c) Any employee of the Association; or d) Any person with a material financial interest in any entity doing business with the Association. In the event that the Board should appoint a Finance Committee, the members of said Finance Committee must comprise less than one-half (1/2) of the membership of the Audit Committee, and the Chair of the Finance Committee shall not serve on the Audit Committee. The Audit Committee shall make recommendations to the Board of Directors regarding the hiring and termination of an auditor, who shall be an independent certified public accountant, and may be authorized by the Board to negotiate the auditor's salary. The Audit Committee shall consult with the auditor to assure its members that the financial affairs of the Association are in order, and after review shall determine whether to accept the audit. It shall be the responsibility of the Audit Committee to ensure that the auditor's firm adheres to the standards for auditor independence, as set forth in the latest version of the Government Auditing Standards, which have been published by the Comptroller General of the United States, or any standards established and published by the Attorney General of Massachusetts.
9.5 Other Committees:
The Board may create or dissolve other committees as needed, i.e. Finance, Safety, Governance, etc.
ARTICLE -10 – EXECUTIVE DIRECTOR
A search committee comprised of Board Members and non-members chosen by the Board, shall develop a job description for the Executive Director to be approved by the Board, interview candidates, verify references, and make its recommendation to the Full Board. The full Board shall make the final selection of the Executive Director and shall hire the new Executive Director.
The Executive Director shall report directly and routinely to the Board of Directors as required by the Board. The Executive Director shall mange the day-to-day running of the Society and shall further the best interests of the Society in accordance with the direction, policies and decisions of the Board and according to these by-laws. The Director shall be an ex officio member of all committees, but shall have no vote, and shall engage such staff as the Board shall authorize. The Board may authorize the Executive Director to sign payroll checks and other checks up to $ 500.00, except in cases in which he or she is the payee. The Executive Director, or a designee such as a Curator, shall be responsible for the preservation, cataloguing, exhibition and/or loan of the collections of the Society.
The full Board shall annually review and assess the Executive Director’s performance, and inform him or her of its conclusions in writing.
ARTICLE 11 – EXECUTION OF CORPORATE INSTRUMENTS
The Board of Directors may, at its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute any corporate instrument or document, or to sign the corporate name without limitation, except when otherwise provided by law, and such execution or signature shall be binding upon the Association. Unless otherwise specifically determined by the Board of Directors or otherwise required by law, formal contracts of the Association, promissory notes, deeds of trust, mortgages, other evidences of indebtedness of the Association, other corporate/organization instruments or documents, memberships in other corporations/organizations, and certificates of shares of stock owned by the Association shall be executed, signed, and/or endorsed by the President, and one (1) other officer. All checks and drafts drawn on banks or other depositories on funds to the credit of the Association, or in special accounts of the Association, shall be signed by such person or persons as the Board of Directors shall authorize to do so. However, all checks and drafts over $500.00 (except payroll checks) shall require the signature of the President and one (1) other officer. No loans or advances shall be contracted on behalf of the Association and no note or other evidence of indebtedness shall be issued in its name unless and except as the specific transaction is authorized by the Board of Directors. Without the express and specific authorization of the Board, no officer or other agent of the Association may enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association.
ARTICLE 12 – RECORDS AND REPORTS
12.1 Maintenance and Inspection of Articles and Bylaws
The Association shall keep at its principal office the original or a copy of its Articles of Incorporation and bylaws as amended to date, which shall be open to inspection by the directors at all reasonable times during office hours.
12.2 Maintenance and Inspection of Federal Tax Exemption Application and Annual Information Returns.
The Association shall keep at its principal office a copy of its federal tax exemption application and its annual information returns for seven (7) years from their date of filing, which shall be open to public inspection and copying to the extent required by law.
12.3 Maintenance and Inspection of Other Corporate Records.
The Association shall keep adequate and correct books and records of accounts and written minutes of the proceedings of the Board and committees of the Board. All such records shall be kept at a place or places as designated by the Board and committees of the Board, or in the absence of such designation, at the principal office of the Association. The minutes shall be kept in written or typed form, and other books and records shall be kept either in written or typed form or in any form capable of being converted into written, typed, or printed form. Upon leaving office, each officer, 17 employee, or agent of the Association shall turn over to his or her successor or the President or President, in good order, such corporate/organization monies, books, records, minutes, lists, documents, contracts or other property of the Association as have been in the custody of such officer, employee, or agent during his or her term of office. Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Association and each of its subsidiary corporations/organizations. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts of documents.
12.4 Preparation of Annual Financial Statements.
The Association shall prepare annual financial statements using generally accepted accounting principles. Such statements shall be audited by an independent certified public accountant, in conformity with generally accepted accounting standards, under supervision of the Audit Committee established by these bylaws. The Association shall make these financial statements available to the Massachusetts Attorney General and members of the public for inspection no later than 50 days after the close of the fiscal year to which the statements relate.
The Board shall ensure an annual report is sent to all directors within 50 days after the end of the fiscal year of the Association, which shall contain the following information: a) The assets and liabilities, including trust funds, of this corporation at the end of the fiscal year. b) The principal changes in assets and liabilities, including trust funds, during the fiscal year. c) The expenses or disbursements of the Association for both general and restricted purposes during the fiscal year. d) The information required by General Law of Massachusetts regarding Non-Profit Corporations and concerning certain self-dealing transactions involving more than $50,000 or indemnifications involving more than $10,000 which took place during the fiscal year. The report shall be accompanied by any pertinent report from an independent accountant or, if there is no such report, the certificate of an authorized officer of the Association that such statements were prepared without audit from the books and records of the Association.
ARTICLE 13 – FISCAL YEAR
The fiscal year for this Association shall end on December 31st.
ARTICLE 14 – AMENDMENTS AND REVISIONS
These bylaws may be adopted, amended, or repealed by the vote of a two-thirds majority of the directors then in office. Such action is authorized only at a duly called and held meeting of the Board of Directors for which written notice of such meeting, setting forth the proposed bylaw revisions with explanations therefore, is given in accordance with these bylaws. If any provision of these bylaws requires the vote of a larger portion of the Board than is otherwise required by law, that provision may not be altered, amended or repealed by that greater vote.
ARTICLE 15 – CORPORATE/ORGANIZATION SEAL
The Board of Directors shall adopt, use, and alter a corporate/organization seal. Said seal shall have a corporate seal bearing the name of the Association, the state of incorporation, year of incorporation and the words “Corporate Seal.” The seal shall be kept at the principal office of the Association. Failure to affix the seal to any corporate/organization instrument, however, shall not affect the validity of that instrument.
ARTICLE 16 - DISSOLUTION OF THE ASSOCIATION
The Berkshire County Association, Inc. is a Not-For-Profit Corporation as defined by the General Laws of the Commonwealth of Massachusetts. Membership confers no legal or equitable interest in or to the real or personal property or income of the Corporation. The Corporation may be dissolved by the Board of Directors if approved by a two-thirds vote of the general membership. In the case of dissolution, all property and assets of the Corporation shall be distributed according to a resolution, proposed by the Directors and in accordance with the Society’s Collection Development Policy, and approved by a majority of the members or in accordance with the General Laws of Massachusetts.
ARTICLE 17 – CONSTRUCTION AND DEFINITIONS
Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in the General Laws of Massachusetts regarding Non-Profit Corporations as amended from time to time shall govern the construction of these bylaws. Without limiting the generality of the foregoing, the masculine gender includes the feminine and neuter, the singular number includes the plural and the plural number includes the singular, and the term "person" includes a Association as well as a natural person. If any competent court of law shall deem any portion of these bylaws invalid or inoperative, then so far as is reasonable and possible (i) the remainder of these bylaws shall be considered valid and operative, and (ii) effect shall be given to the intent manifested by the portion deemed invalid or inoperative. 19
CERTIFICATE OF SECRETARY
I, , certify that I am the current elected and acting
Secretary of the benefit Association, and the above bylaws are the bylaws of this
Association as adopted by the Board of Directors on April 1,2017and that they have not
been amended or modified since the above.
EXECUTED on this day of _______________________________, in the County of Berkshire in the State of Massachusetts.
__________________________________ (Duly Elected Secretary)
Proposed by-laws revisions:
Article 2 - Purpose:
change language to read: . . .to award excellence in the theater in the Berkshire region, determined to be within fifty miles from Berkshire County in all directions including theaters in Connecticut, New York State and Vermont as well as communities in Western Massachusetts outside Berkshire County.
Article 5 - Members:
5.4 Voting: change language to read: Each member shall be entitled to one (1) vote at any board meeting, always open to members, where policy is to be determined. ALSO: Each publication, or other entity, shall designate one (1) vote on awards.
Article 6 - Board of Directors:
6.3 Qualifications: All Board members must be paid-in members of the Berkshire Theater Critics Association, Inc. (Set level for this fee)