EXTRACT FROM BYLAWS
OF FOUNDATION HONESTY INTERNATIONAL, INC.
MASSACHUSETTS CORPORATION (as amended on July 31, 2010)
Preamble
The present not-for-profit corporation was incorporated in the State of New York on May 28, 1997. On August 22, 2002, it was given its present name, FOUNDATION HONESTY INTERNATIONAL, INC. On July 16, 2010, it was transferred to the Commonwealth of Massachusetts.
Article I - Name and Location
Section 1. Name - The name of the organization is FOUNDATION HONESTY INTERNATIONAL, INC., hereafter designated as FHI.
Section 2. Location - The location of FHI for mail delivery purposes, and the location of FHI records, shall be the FHI office, or the home address of an elected officer or executive director.
Section 3. Incorporation - FHI is incorporated as a not-for-profit membership corporation pursuant to the provisions of the laws of the Commonwealth of Massachusetts.
Article II - Not-For-Profit Purposes
FHI is organized exclusively for one or more of the purposes as specified in section 501 (c) (3) of the Internal Revenue Code. FHI shall use its funds only to accomplish the objectives and purposes specified in its Mission Statement, Objectives and these By-laws, and no part of net earnings, gains or assets shall inure to the benefit of or be distributed to officers, directors, other private individuals, or organizations organized and operated for profit, except to pay reasonable compensation for services rendered by outside providers.
Article III - Organizational Structure
FHI may be the parent to other not-for-profit organizations, hereafter referred to as "member associations," in the Commonwealth of Massachusetts. The organizational structure allows for, and encourages, local Charters. Such Charters shall conduct their affairs in conformity and harmony with the Mission Statement, Objectives and By-laws of FHI. The affairs of FHI shall be managed by the Board of Directors, hereafter designated as the Board.
Article IV - Geographic Charter Boundaries
The Board of FHI shall approve the geographic boundaries of Charters. Such boundaries may be changed from time-to-time as necessary at the initiative of the Board or in response to a petition from a Charter. The works of FHI shall not be limited to Massachusetts.
Article V - Memberships
Section 1. Charter Memberships -
Charter members shall be members of FHI subject to its recognition of its Charter and of the obligations deriving thereof.
Section 2. Membership Categories -
The categories of memberships are defined as follows:
Charter Member Association – FHI may be joined by other organizations or individuals who recognize its a non-profit status and accept FHI’s purposes.
At-large Member Association – Other not-for-profit organizations that maintain a non-profit status, have their own members and are from different locations.
Individual Member - A non-voting member who is a member of FHI who pays the required additional individual membership dues.
Associate Member - a non-voting member from another association or not-for-profit organization with an interest the work programs of FHI.
Corporate Member - a contributing non-voting member of a for-profit organization whose primary purpose is charitable works.
Student member - a non-voting member who is currently enrolled in college or university, and who is interested in FHI’s programs.
Section 3. Multiple Representation - If more than one association wishes to represent a particular member, each association must have individuals on the membership roster.
Section 4. Non-voting Members - Non-voting members shall be allowed to serve on certain committees, and will be allowed to participate in other activities of FHI as deemed appropriate by the Board. Non-voting members shall not, however, be allowed to hold office.
Section 5. Services - All categories of members shall be entitled to receive FHI publications and to attend conferences, workshops and other educational functions.
Article VI - Meetings of Membership
Section 1. Annual Meetings - The Annual Meeting of the membership shall be held at a date, time, and location fixed by the Board. The purposes of the Annual Meeting, in addition to those prescribed by these By-laws, shall be to elect officers and directors, receiving reports of officers and committees, and other business as determined by the Board. If no Annual Meeting has been held, a Special meeting in lieu thereof may be held and such Special Meeting shall have the purposes of these By-laws and have all the force and effect of an Annual Meeting.
Section 2. Special Meetings - A Special Meeting of the membership may be called at any time by a majority of the Board. A Special Meeting of the membership shall also be called by the Secretary, or in the case of death, absence, incapacity or refusal of the Secretary, by any other Officer, upon written application by not less than two member associations.
Section 3. Notice of Meetings - A written notice of the place, date, and hour of all meetings of the membership stating the purposes of the meeting shall be given at least thirty (30) days before the meeting to each member association. Inclusion of such notice in FHI's newsletter shall constitute proper notice. All notices shall be mailed to the address designated by each member association.
Section 4. Quorums - At any Annual or Special Meeting of the membership, a quorum shall consist of the members present.
Section 5. Voting - Each member association shall be entitled to one vote at an Annual or Special Meeting of the membership. Voting at any meeting of the membership shall be by raised hand or voice unless otherwise directed by ballot by the Board or request of the majority of the members present.
Article VII - Officers
Section 1. Powers -
The business of FHI shall be managed by a Board who shall have or may exercise all the powers of FHI except as otherwise reserved to the membership by these By-laws.
Section 2. Officers: Enumeration, Election and Term of Office -
The officers of FHI shall be a President, Vice-President, Secretary, and Treasurer. These officers shall be members in good standing of their respective member associations and will be elected for a term of two years at the Annual Meeting and shall serve until the next election of officers and directors at an Annual Meeting of FHI.
Section 3. Duties of Officers -
The President shall act as Chairman of the Board of Directors and preside over meetings of the members and the Board, shall be the primary spokesperson for FHI, shall represent the Board between Board meetings, and shall perform such other duties as pertain to the office. The President shall be responsible for appointing committees that report the results of their activities to the Board. The President is responsible for executing documents, deeds, leases, contracts, mortgages, bonds, notes, releases, drafts and other obligations on behalf of FHI with the approval of the Board. The President shall serve ex-officio on all standing committees.
The Vice President shall assist the President in the conduct of his or her duties. In the absence of the President, the Vice President shall perform the duties of the President.
The President and Vice President shall not serve more than two consecutive two year terms in the same office.
The Secretary shall serve as the Clerk of the corporation and shall be a Massachusetts resident. The Secretary shall assume all the powers and perform all the duties of the President in the absence of the President and Vice President, and of the Treasurer in his or her absence. The Secretary shall cause to be published and distributed all notices which are required by FHI, its Officers, Directors and By-laws. The Secretary shall be responsible for timely filing of reports to the Commonwealth of Massachusetts, for keeping a role call of those present at all meetings, for keeping the Minutes of all meetings, and shall be the repository of all FHI documents.
The Treasurer shall ensure the fiscal integrity of the FHI and be responsible for signing all checks, notes and drafts drawn by FHI. The Treasurer shall have custody of the cash, securities and books of accounts of FHI, and said books shall be open at all times for inspection by the Board. The Treasurer shall be responsible for developing the Annual Budget, securing Budget approval of the Board prior to presenting the Annual Budget for approval of the membership at the Annual Meeting. The Treasurer shall be authorized to make payments in accordance with the approved Budget without further authorization. All non-budgeted expenses must be approved by the Board. A report of all expenditures shall be presented by the Treasurer at each meeting of the Board. The Treasurer shall, within a reasonable period of time after receipt of funds, deposit all monies in the bank prescribed by the Board. The Treasurer shall prepare an Annual Report for presentation to the membership at the Annual Meeting. All funds collected on behalf of the FHI by any member, and all proceeds from activities of the FHI, shall be turned over to the Treasurer.
Section 4. Board: Enumeration, Election and Term of Office -
The Board shall consist of not less than nine (9) members including the immediate past president and elected officers of FHI plus one authorized representative from each Charter, described as a Charter Director, as determined by vote of the membership of each Charter. The immediate past president may also be a Charter Director. If the immediate past president prefers not to or cannot serve on the Board, then an additional Board member shall be elected if necessary to bring the Board complement to nine (9) members. Charter Directors shall serve terms of not less than one year as determined by the individual Charters. Charters may provide an alternate Director at any meeting of the Board if the respective Charter Director cannot attend the meeting. Members may, at their discretion, vote at the Annual Meeting to elect at-large members to the Board to serve a term of one year or until the next Annual Meeting of the membership.
Section 5. Meetings -
The Board shall meet at least once times annually. Meetings of the Board may be held at such times and places as determined by the Board provided that forty-eight (48) hour notice is given. When necessary, special meetings of the Board may be called by the President with as little as twenty-four (24) hour notice.
Special meetings of the Association may be called at any time by the executive director or any three directors, or not less than five percent (5%) of the Members (Massachusetts Corporations Code Sec. 7510(e)). Notice of special meetings stating the purpose of such meeting shall be emailed to each Member, seven (7) days prior to such meetings. quorum at any duly called meeting shall be not less than one-tenth of the voting Members.
In addition to the procedures set forth above, any action which may be taken at the annual or at a special meeting of the members may be taken without a meeting if the Board of Directors distributes a written ballot to every Member entitled to vote on the matter, in accordance with applicable law. Approval by written ballot pursuant to this section shall be valid only when the number of votes cast by ballot within 20 days of submission of the ballots equals or exceeds the number of votes that would be required to approve at a meeting which the total number of votes cast was the same as the number of votes cast by ballot.
Section 6. Quorums and Board Meetings-
A. The Board of Directors may meet monthly at a date, time and location determined by the Board or Chairman, but in any event shall meet no less than eight (8) times a year.
B. The Annual Meeting of the Board shall be held within one hundred twenty (120) days prior to the end of each fiscal year. The date, time and place shall be fixed by the Board of Directors and notice thereof emailed or personally delivered to each Director and Director-Elect at their last known address at least ten (10) days prior to such meeting.
C. A quorum shall consist of a simple majority of eligible voting members of the Board of Directors. Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this corporation, or by law, no business shall be considered by the Board at any meeting at which a quorum, as hereby defined, is not present, and the only motion which the Chairman of the Board shall entertain at such meeting is a motion to adjourn. The Directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of Directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, or the Articles of Incorporation or Bylaws of this corporation.
D. Special meetings of the Board of Directors may be called by the President/CEO or Chairman of the Board or by any two (2) Directors, and such meetings shall be held at the place, within the State of Massachusetts, designated by the person or persons calling the meeting. Special meetings of the board shall be held upon four days’ notice by first-class mail or 48 hours’ notice delivered personally or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, telegraph, facsimile, electronic mail, or other electronic means. The articles or bylaws may not dispense with notice of a special meeting (Massachusetts Corporations Code Sec. 7211(a)(2)).
E. The transactions of any meeting of the Board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as defined above, is present and provided that either before or after the meeting each Director not present signs a waiver of notice, a consent to hold the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
F. Action without Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board of Directors individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors. Such action by written consent shall have the same force and effect as the unanimous vote of such Directors.
Article VIII - Executive Directors and Other Staff
Section 1. Executive Director - The Board may employ any qualified person to serve as part-time or full time Executive Director of FHI. The Executive Director shall work under the supervision of the Board. The Board shall establish personnel policies governing the conditions of employment, and the terms of employment shall be agreed upon in advance as to salary, expense allowances, duties, and privileges.
Section 2. Other Staff - The Board may employ other staff members as the need arises or may delegate the responsibility of hiring other staff members to the Executive Director.
Article IX - Committees
There shall be a number of standing committees including the following:
Section 1. Executive Committee - The Executive Committee shall be composed of the officers as identified in Article VII of these By-laws. The duties of the Executive Committee shall be; interim decision-making when necessary between meetings of the Board, subject to subsequent ratification of the Board; setting the agenda for the Board; and fiduciary overview of the operations and budget of FHI. The Executive Committee shall convene upon the call of the President or Secretary as needed. A quorum shall constitute at least three (3) officers. Executive Committee votes by telephone conference call shall be allowed.
Section 2. Nominating Committee - The Nominating Committee shall consist of three (3) members of the Board appointed by the President and shall meet in person or electronically and shall be responsible for submitting a slate of officers and at-large directors to the Board forty-five (45) days prior to the Annual Meeting. When considering the slate of officers, the Nominating Committee shall strive for geographic distribution if at all feasible. Additional nominations may be made from the floor of the Annual Meeting. The Nominating Committee shall mail a slate of nominees to all member associations at least thirty (30) days prior to the Annual Meeting. The Nominating Committee shall recommend to the Board persons to replace officers or directors that have resigned or been removed from office before the end of their terms.
Section 3. Other Committees and Working Groups - The President may appoint other committees and working groups as the need arises with the approval of the Board.
Section 4. Limitations - Under no circumstances shall any committee or individual member of a committee commit FHI resources without prior approval of the Board.
Article X. - Indemnification of Officers and Directors
FHI shall, to the extent legally permissible, indemnify any person serving, or who has served, as an officer, a member of the Board, or Executive Director. Officers, members of the Board, and the Executive Director shall not be personally liable for the debts, liabilities, or other obligations of FHI.
Article XI - Dues
A dues structure for the upcoming year shall be proposed by the Board and presented to the membership for their approval at the Annual Meeting. FHI dues will be assessed to each member or member association by FHI and will be payable to FHI.
Article XII - Donations and Grants
FHI may accept donations and in-kind services from private individuals or organizations and grants from private organizations or government agencies.
Article XIII - Fiscal Year
The fiscal year of FHI shall commence on January 1 and terminate on December 31 of the following year.
Article XIV - Parliamentary Authority
All procedural questions not resolved by formal Articles herein shall be determined in accordance with "Robert's Rules of Order Revised."
Article XV - Amendments
Amendments to these By-laws may be made at the Annual Meeting provided:
Receipt of a written proposal has been submitted as a petition to the Board signed by Charter member associations or at-large members associations representing at least 10% of member associations.
Presentation of the above petition shall be made to the President or another officer at least sixty (60) days prior to the Annual Meeting.
The reason for the proposed change must be placed in writing and presented with the petition by the person or persons offering the petition.
The petition and the rationale shall be mailed by the Secretary with the Annual meeting agenda to the Board at least thirty (30) days prior to the Annual Meeting. This same information shall be contained in the notice of the Annual Meeting or Special Meeting of the membership.
The petition shall be presented by the person or persons offering the petition at the Annual Meeting. An officer or member of the Board shall state the position of the Board with respect to the petition.
The proposed amendment or amended amendment shall be accepted by a minimum two-thirds (2/3) majority vote of the voting members present at the Annual Meeting. Amendments to the proposed amendment may be made by any voting member at the Annual Meeting.
