These bylaws control what Green Acton, Inc, and its officers and directors, can and can’t do.
Bylaws of Green Acton, Inc.
Section 1. Articles of Organization. The name, Green Acton, and the purposes of the Corporation shall be as set forth in its Articles of Organization. The powers of the Corporation and of its directors and officers, and all matters concerning the conduct and regulation of the affairs of the Corporation, shall be subject to such provisions in regard thereto, if any, as are set forth in the Articles of Organization. In the event of any inconsistency between the Articles of Organization and these Bylaws, the Articles of Organization shall be controlling. All references in these Bylaws to the Articles of Organization shall be construed to mean the Articles of Organization as may be, from time to time, amended.
Section 1. Decision Making. To the extent possible, all decisions of the Corporation made in regular, special, and annual meetings, and in meetings of standing or ad hoc working groups, shall be made by consensus in accordance with the procedures set forth in Section 2 of this Article, unless the Articles of Organization, these Bylaws, or any applicable law require a different method.
Section 2. Consensus Process. At any meeting of directors or working groups, participants in such meeting shall make every attempt to arrive at a decision on a subject decision or action, with the facilitation of the president, co-president, or meeting leader, by consensus. Through discussion of a pending decision or action, including review of relevant problems, issues, or objections, and with compromises and adjustments made to solve or accommodate those, the group will make every effort to reach consensus.
Consensus shall be defined as unanimous agreement on a course of action in response to a proposed decision or action. However, such unanimous agreement may involve the abstention of one or more members who may not agree with the decision or action, but do not wish to block it. Consensus is deemed reached if all meeting participants, whether directors or working group members, as set out in Sections 3 through 6 of this Article, approve the decision or action, disapprove it, or abstain so as not to block the majority decision.
The meeting facilitator shall, at useful junctures, restate the emerging will of the group regarding such decision or action. If consensus cannot be reached within the time allotted for consideration of a decision or action in a meeting, the decision or action may be tabled until a subsequent meeting, withdrawn, or decided by a simple majority vote if at least three-fourths of those present agree to move to a vote. In this instance, each director (or each participant in the case of a working group meeting) present shall have one vote, and a simple majority vote shall decide the question.
Section 3. Action at Meetings. No fewer than a majority of the directors then in office shall constitute a quorum, but in the absence of a quorum a lesser number may, without further notice, adjourn the meeting to another time. At any meeting of directors at which a quorum is present, consensual agreement of those directors present, as set out in Article II, Section 2 of these Bylaws, shall decide any matter unless the Articles of Organization, these Bylaws, or any applicable law requires a different method.
Section 4. Action by Written Consent. Any action required or permitted to be taken at a meeting of the Board of Directors or any working group thereof may be taken without a meeting if a written consent thereto is signed by all the directors or all the members of the applicable working group and filed with the records of the meetings of the directors. Any such written consent shall be treated for all purposes as a decision reached at a face-to-face meeting. All written consents shall maintained with all other proceedings of the directors of the Corporation.
Section 5. Action by Unanimous Written Consent via Electronic Communication. Any decision or action required or permitted to be made at any regular or special meeting of the directors may be made without a face-to-face meeting if directors unanimously affirm the decision by signing a printed copy of the consent document, which shall include a statement of the content of the decision or action and an assertion of their agreement to said decision or action. Such consent document may be issued via email communication to all directors; printed and signed by each director; and then returned as hard copy or scanned and returned via email. A sample of proper consent format for such action is provided in the Green Acton Operations Manual.
The president or co-president shall issue such email communication to all directors; unanimous agreement in the digital responses of a simple majority of directors to such a digital query on a proposed decision or action shall decide the question, and such decision shall be treated for all purposes as a decision made at a face-to-face meeting. If any director’s digital response objects to the proposed action, the question shall be deferred to the next regular or special meeting of the directors. Digitally archived and backed-up copies of such email correspondence shall serve as the official record of such decisions, and shall be maintained by the clerk.
Section 6. Action by Telephone Conference. Directors may hold meetings by means of a telephone conference, or similar means of communication, by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall be treated for all purposes as a decision made at a face-to-face meeting. Recorded notes of such phone conference shall serve as the official record of such decisions, and shall be maintained by the clerk.
Section 1. Statutory Members. The Corporation shall not have statutory members.
Section 1. Powers. The affairs of the Corporation shall be managed by a Board of Directors who shall have and may exercise all the powers of the Corporation.
Section 2. Number, Election, and Term of Office. The number of directors shall consist of not fewer than three (3) nor more than fifteen (15) directors, and shall initially be set forth in the Articles of Organization and thereafter be set, from time to time, by decision of the directors as set out in Article II, Section 2 of these Bylaws. Directors shall be elected at the annual meeting of the directors. Each director shall hold office for a period of one year from the date of his or her election, and thereafter until his or her respective successor is chosen and qualified, or until his or her earlier death, resignation, or removal. Directors may be re-elected to successive terms and may serve as one or more officers. Any vacancy, including a vacancy resulting from an enlargement of the board, may be filled by decision of the directors as set out in Article II, Section 2 of these Bylaws. The Board of Directors of the Corporation may exercise all the powers of the Corporation notwithstanding any vacancies in the number of directors.
Section 3. Resignation and Removal. Any director may resign by delivering a written resignation to the president, co-president, or clerk, or to the Corporation at its principal office. Such resignation shall be effective upon receipt unless it is specified to be effective at some later time, and acceptance thereof shall not be necessary to make it effective unless it so states. Any director may be removed from office with or without cause by decision of the directors as set out in Article II, Section 2 of these Bylaws. The director to be removed shall be provided reasonable notice and opportunity to be heard.
Section 4. Annual Meeting. The annual meeting of the directors of the Corporation shall be held no later than November 1, at such place, within or without The Commonwealth of Massachusetts, and at such time as the Board of Directors shall determine, except that the date of the annual meeting shall not be a legal holiday. If such annual meeting is not held before such day as herein provided, a special meeting may be held in place thereof, and any business transacted or elections held at such meeting shall have the same force and effect as if transacted or held at the annual meeting.
Section 5. Regular Meetings. Regular meetings of the directors may be held without call or notice at such places and times as the directors may, from time to time, determine.
Section 6. Special Meetings. Special meetings of the directors may be held at any time and place designated when called by the president or co-president, or at least a majority of the directors. Notice of any special meeting shall be given as provided in Section 7 of Article III of these Bylaws.
Section 7. Notice of Meetings. Notice of any special meetings or the annual meeting of the directors shall be given to each director by the clerk, or, in case of the death, absence, incapacity, or refusal of the clerk, by the officer or directors calling the meeting. Such notice shall be given to each director in person or via phone, email, or other electronic means sent to such director’s email address, or by mail addressed to such director’s business or home address. Notice of the annual meeting must be issued at least ten (10) business days in advance of the meeting; notice of any special meeting must be issued at least five business days in advance of the meeting. Except as required by law, notice of any meeting of directors need not be given to any director who, either before or after the meeting, delivers a written waiver of notice, executed by the director, which is filed with the records of the meeting. A notice shall specify the purpose of any special meeting, and of the annual meeting, unless otherwise required by law, the Articles of Organization, or these Bylaws.
Section 8. Records of Meeting Proceedings of the Directors. All proceedings of meetings of the Corporation’s directors shall be maintained by the clerk as digital files (as well as backed-up copies of such files), which shall suffice as the records of the Corporation.
Section 9. Vacancies. Continuing members of the Board of Directors may act despite a vacancy or vacancies on the Board of Directors and shall for this purpose be deemed to constitute the full Board of Directors. Any vacancy on the Board of Directors, however occurring, may be filled by the directors at any meeting of directors. Vacancies, if filled, shall be filled for the balance of the term.
Section 10. Compensation. Directors shall not receive any compensation for their services as members of the Board of Directors. However, directors may, if authorized by the Board of Directors, be reimbursed for necessary expenses, including travel expenses, reasonably incurred by them in the performance of their duties as directors.
Working Groups of the Board
Working Groups. The Board of Directors may create short-term, project-based working groups, as well as standing and/or ad hoc committees, as the board may from time to time determine necessary or advisable.
Section 1. Officers. The officers of the Corporation shall consist of a president and co-president, a treasurer and co-treasurer, a clerk, and such other officers as the directors may from time to time determine. An officer may, but need not be, a director. Two offices may be held by the same person, with these exceptions: an individual may not hold the offices of both president and co-president, or the offices of treasurer and co-treasurer.
Section 2. Election and Term of Office. The president, co-president, treasurer, co-treasurer, and clerk shall be elected every year by the directors. Any other officers determined necessary or desirable by the directors may be elected by the directors. Except as otherwise provided by law, the Articles of Organization, or these Bylaws, all officers shall hold office for a term of one year, and thereafter until their respective successors are duly elected and qualified, unless a shorter term is specified in the decision electing or appointing them. The directors shall elect a successor if an office of president, co-president, treasurer, co-treasurer, or clerk becomes vacant. The directors may elect a successor if any other office becomes vacant.
Section 3. Resignation and Removal. Any officer may resign by delivering a written resignation to a president, co-president, or clerk, or to the Corporation at its principal office, and such resignation shall be effective upon receipt, unless it is specified to be effective at some later time. The directors may remove any officer, with or without cause, by decision as set out in Article II, Section 2 of these Bylaw. The officer to be removed shall be provided reasonable notice and opportunity to be heard.
Section 4. President and Co-President. The president and co-president shall, subject to the direction and control of the Board of Directors, carry on the general affairs of the Corporation and shall preside when present at meetings of the directors, or may delegate facilitation to another director. The president and co-president shall have such other powers and duties as are usually incident to that office and as may be vested in that office by these Bylaws or by the directors.
Section 5. Treasurer and Co-Treasurer. The treasurer and co-treasurer shall, subject to the direction and control of the Board of Directors, have general charge of the financial affairs of the Corporation, and shall keep full and accurate books of account. The treasurer and co-treasurer shall maintain custody of all funds, securities, and valuable fiscal documents of the Corporation, except as the directors may otherwise provide. The treasurer and co-treasurer shall have such other powers and duties as are usually incident to that office and as may be vested in that office by these Bylaws or by the directors.
Section 6. Clerk. The clerk shall record and maintain, or cause to be recorded and maintained, records of all proceedings of the directors, including as set out in Article II, Sections 3 through 6 of these Bylaws. All hard copies of Corporation documents, including records of all meetings of the sole incorporator, and the original or attested copies of the Articles of Organization and Bylaws, and names and addresses of all directors, shall be held by the clerk within The Commonwealth of Massachusetts at the principal office of the Corporation or at the office of its clerk or of its resident agent, and shall be open at all reasonable times to inspection by any director or officer. The clerk also shall give such notices of meetings of directors as are required by these Bylaws. The clerk shall have such other powers and duties as are usually incident to that office and as may be vested in that office by these Bylaws or by the directors. In the absence of the clerk from any meeting of directors, a temporary clerk designated by the person presiding at the meeting shall perform the duties of the clerk. The clerk shall be a resident of The Commonwealth of Massachusetts, unless the Corporation shall appoint a resident agent for service of process in the manner prescribed by law.
Section 7. Other Officers. Other officers shall have such duties and powers as may be designated, from time to time, by the directors.
Advisors and Other Supporters of the Corporation
The directors may designate certain persons or groups of persons as one or more categories of sponsors, benefactors, contributors, advisors or friends of the Corporation or such other title as they deem appropriate (“Advisors”). Advisors shall serve in an honorary capacity for such term as the directors may determine. In the absence of any such determination, an Advisor shall serve until the next annual meeting of directors or special meeting in lieu thereof. Advisors shall not be directors of the Corporation and shall not exercise any of the powers granted to directors and, except as the directors may otherwise designate, shall have no right to notice of or of decision making at any meeting, shall not be considered for purposes of establishing a quorum, and shall have no other rights or responsibilities in their advisory capacity. The Corporation may require an advisor to sign a confidentiality agreement before the advisor may commence service as an advisor.
Provisions Relative to Transactions with Interested Persons
The Corporation may enter into contracts and transact business with one or more of its directors or officers or with any corporation, organization, or other concern in which one or more of its directors or officers are directors, officers, stockholders, partners, or otherwise interested; and, in the absence of fraud, no such contract or transaction shall be invalidated or in any way affected by the fact that such directors or officers of the Corporation have or may have interests which are or might be adverse to the interest of the Corporation, even though the decision or action of directors or officers having such adverse interest may have been necessary to obligate the Corporation upon such contract or transaction, unless, for so long as the Corporation is a private foundation described in section 509 of the Internal Revenue Code of 1986, as amended (the “Code”), such contract or transaction constitutes an act of self-dealing prohibited by section 4941 of the Code. In the absence of fraud or, for so long as the Corporation is a private foundation described in section 509 of the Code, in the absence of self-dealing, no director or officer of the Corporation having such adverse interest shall be liable to the Corporation or to any creditor thereof or to any other person for loss incurred by it under or by reason of such contract or transaction, nor shall any such director or officer be accountable for any gains or profits realized thereon. Notwithstanding the foregoing, subject to the Articles of Organization and applicable law, the Board of Directors shall adopt a conflict of interest policy covering the Corporation’s substantial contributors, directors, officers, and such other employees as shall be specified in the policy.
Section 1. Execution of Instruments. Any contracts, deeds, leases, bonds, notes, checks, and other instruments of an amount or value up to and including $500 that are authorized to be executed by an officer of the Corporation on its behalf shall be signed by at least the president, co-president, treasurer, or co-treasurer. Any contracts, deeds, leases, bonds, notes, checks, and other instruments of an amount or value over $500 that are authorized to be executed by an officer of the Corporation on its behalf shall be signed by at least two (2) of the following: president, co-president, treasurer, and co-treasurer, except as the directors may generally or in particular cases otherwise determine; provided that any contracts, deeds, leases, bonds, notes, checks, and other instruments of an amount or value over $1,000 shall be authorized in advance by decision of the Board of Directors as set out in Article II, Section 2 of these Bylaws, unless previously authorized by the Board of Directors as part of the Corporation’s budget.
Section 2. Location. The principal office of the Corporation shall initially be located at the place set forth in the Articles of Organization of the Corporation. The directors may change the location of the principal office in The Commonwealth of Massachusetts, provided that no such change shall be effective until a certificate of change or an annual report is filed with the Secretary of State of The Commonwealth of Massachusetts specifying the street address of the new principal office of the Corporation in The Commonwealth of Massachusetts. The directors may establish other offices and places of business in The Commonwealth of Massachusetts or elsewhere.
Section 3. Fiscal Year. Except as from time to time otherwise determined by the directors of the Corporation, the fiscal year of the Corporation shall end on the last day of December in each year.
To the extent legally permissible, including to the extent that the status of the Corporation as exempt from federal income tax under section 501(c)(3) of the Code, is not affected thereby, the Corporation shall indemnify each person who may serve or who has served at any time as a director or officer of the Corporation, or who at the request of the Corporation may serve or at any time has served as a director, officer, or trustee of, or in a similar capacity with, another organization, against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon such person in connection with any proceeding in which he or she may become involved by reason of his or her serving or having served in such capacity (other than a proceeding voluntarily initiated by such person unless he or she is successful on the merits, a proceeding authorized by at least a majority of the full Board of Directors, or a proceeding that seeks a declaratory judgment regarding his or her own conduct); provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action or omission was in the best interests of the Corporation. Such indemnification may, to the extent authorized by the Corporation, include payment by the Corporation of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he or she shall be adjudicated to be not entitled to indemnification under this Article, which undertaking may be accepted without regard to the financial ability of such person to make repayment.
A person entitled to indemnification hereunder whose duties include service or responsibilities as a fiduciary with respect to a subsidiary or other organization, including an employee benefit plan, shall be deemed to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Corporation if he or she acted in good faith in the reasonable belief that his or her action was in the best interests of such subsidiary or organization, or of the participants or beneficiaries of, or other persons with interests in, such subsidiary or organization to whom he or she has a fiduciary duty.
The payment of any indemnification shall be conclusively deemed authorized by the Corporation under this Article, if:
Article I the payment has been approved or ratified (i) by at least a majority vote of a quorum of the directors consisting of persons who are not at that time parties to the proceeding or (ii) by at least a majority vote of a committee of two (2) or more directors who are not at that time parties to the proceeding and are selected for this purpose by the full Board of Directors (in which selection directors who are parties may participate); or
Article II the action is taken in reliance upon the opinion of independent legal counsel (who may be counsel to the Corporation) appointed for the purpose by decision of the directors or in the manner specified in clauses (i) or (ii) of subparagraph (a); or
Article III the directors have otherwise acted in accordance with the standard of conduct applied under Chapter 180.
The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of a director, officer or other person entitled to indemnification hereunder.
The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which such director or officer or other persons may be entitled. Nothing contained in this article shall affect any rights to indemnification to which Corporation employees or agents other than directors and officers and other persons entitled to indemnification hereunder may be entitled by contract or otherwise under law.
No indemnification, reimbursement, or other payment may be made under this Article with respect to penalties imposed under section 4958 of the Code to the extent such indemnification, reimbursement, or other payment would cause the total compensation of a person to exceed “reasonable compensation,” as defined in the Treasury Regulations to the Code and as determined by the Board of Directors. To the extent that any such payment is made, the amount of such payment may be reduced by any amount determined to exceed reasonable compensation. Any such reduction shall be determined by the Board of Directors. Further, if at any time the Corporation is deemed to be a private foundation within the meaning of section 509 of the Code then, during such time, no payment shall be made under this Article if such payment would constitute an act of self-dealing or a taxable expenditure, as defined in section 4941(d) or section 4945(d), respectively, of the Code.
The directors may make, amend, or repeal these Bylaws in whole or in part by affirmative vote of at least a two-thirds majority of the directors of the Corporation. No adoption, amendment, or repeal of the Bylaws shall in any way authorize or permit the Corporation to be operated other than exclusively for educational and charitable purposes or for any purpose or in any manner that would deprive it of its status as an organization described in section 501(c)(3) of the Code.
Adopted 09 Feb 2016