BYLAWS OF THE MASSACHUSETTS NEUROPSYCHOLOGICAL SOCIETY, INC.
[The articles herein were originally authored and approved by the Society in 1988, amended and approved by the membership in May 2006, with an amendment approved by the membership in 2014, and amended and approved by the membership in April, 2015]
ARTICLE I NAME, PRINCIPAL OFFICE, CORPORATE SEAL, PURPOSE, AND FISCAL YEAR
Section 1. NAME
The name of the Corporation shall be the Massachusetts Neuropsychological Society, Inc.
Section 2. PRINCIPAL OFFICE
The principal office of the Corporation shall be located at the place set forth in the Articles of Organization, or at such other place that the Board of Directors may designate.
Section 3. CORPORATE SEAL
The Board of Directors may adopt and alter a seal for the Corporation.
Section 4. PURPOSE
The purposes of this nonprofit corporation are as set forth in the Articles of the Organization, namely for educational, scientific, literary and charitable purposes, and in furtherance thereof, to promote research, service, and education in neuropsychology. The purposes of the Corporation are furthered when communication is enhanced among those scientific disciplines that can contribute to a greater understanding of brain-behavior relationships in general, and of neuropsychological disorders in particular.
The Corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office or against any measure being submitted to the people for a vote.
This Corporation is organized exclusively for religious, charitable, scientific, literary, or educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future United States Internal Revenue law.
Section 5. FISCAL YEAR
The fiscal year shall begin on January 1 and end on December 31, unless otherwise designated by the Board of Directors.
ARTICLE II MEMBERSHIP
Section 1. MEMBERS There shall be five classes of members: (1) Regular (2) Associate (3)Student (4) Postdoctoral/Early Career and (5) Lifetime Membership
A. Regular Members
Regular members of this Corporation, who hold an earned doctorate in psychology, neuropsychology or related field, from an accredited university or college, or who have been granted a state or provincial license to practice psychology, and who are involved in teaching, research,or clinical practice in the field of neuropsychology, are eligible to apply for regular membership. Persons who meet these criteria and neither live nor work in Massachusetts may elect either regular or associate membership. Regular members shall be entitled to receive notice of, to attend, and to vote at all open meetings of the Corporation and shall be entitled to participate in activities open to members. Regular members shall have the power to vote in elections and hold office in the Corporation.
B. Associate Members
Persons interested in the Corporation’s objective, but who are not eligible for Regular Early Career/Post Doc, Student, or Lifetime Membership or who neither live nor work in Massachusetts, are eligible to apply for associate membership. Such persons shall show evidence of appropriate education and training and shall be involved in teaching, research, or clinical practice in neuropsychology or related fields. Associate members shall be entitled to receive notice of and to attend all meetings of the members of the Corporation and participate in all the activities of the Corporation open to members. However, associate members shall have no power to vote in elections or hold office.
C . Student Members
Student members of the Corporation shall be students with an interest in neuropsychology, or who are enrolled in undergraduate or graduate programs in a recognized university or college, studying neuropsychology or a related discipline at an accredited university or college, or on required internship/practicum training. In addition, student members include psychology students who are two years or less after completion of an undergraduate degree in psychology or related field and working in a related clinical, research, or teaching position prior to enrolling in an advanced degree program who are completing research training leading to enrollment in graduate programs in neuropsychology or related fields at an accredited university or college. Student members shall be entitled to receive notice of and to attend all meetings of the members of the Corporation and participate in all the activities of the Corporation open to members. However, student members shall have no power to vote in elections or hold office, with the exception that they may vote for candidates for Student Members of the Board and Committees and serve in those capacities.
D. Post-Doctoral /Early Career Members
Post-Doctoral / Early Career Members of the Corporation shall be members two years or less after completion of a doctoral degree in psychology or who are completing post-doctoral supervision/studies leading to psychology licensure. They will have the same rights and privileges of the regular members.
E. Life Membership
Life members shall be those members who have reached the age of 65, who have continuously been regular members of the Corporation in good standing for 10 years or more. They will have the same rights and privileges of the regular members.
Section 2. ELECTIONS TO MEMBERSHIP
Eligible persons shall be evaluated for membership by the Membership Committee, which is appointed by the Board. Any member may recommend individuals to the Membership Committee for consideration. The application submitted to the Committee shall have the signature of two sponsors, who are members of the Corporation, in good standing, or will have a signature of one Corporation sponsor and work with members of the Membership Committee to meet membership criteria via alternative methods.
The committee shall be empowered to accept or reject applications for membership in cases that unambiguously qualify or disqualify a candidate for membership. [The committee may seek consultation from the Board when indicated. Ambiguous cases will be reviewed by the Board.] Applicants will be advised as to action taken, as promptly as possible. If accepted by Membership Committee, an applicant’s membership will then become official upon payment of dues. Upon recommendation of the Membership Committee and approval of the Board of Directors, the requirement for any class of membership may be waived in cases where the applicant demonstrates unusual merit in neuropsychology or related field.
Section 3. HARDSHIP WAIVER
A member who has financial difficulty, due to unusual circumstances, paying dues to renew membership can petition the Board for a full or partial waiver of dues for a calendar year.. Such application must be made anew for each year that dues payment constitutes a hardship. A waiver can be granted with the approval of two-thirds majority of the Executive Committee, and if so granted, affords the member in question the full rights and privileges conferred by his or her membership class. The Board will consider such a request if the member has been in good standing for a minimum of 5 years (paid their dues in a timely fashion).
Section 4. RECORDS
The Membership Chair shall keep records of the names, addresses, and e-mail addresses of all members and their membership class. This list will be available to the President, Treasurer, Secretary, and Administrative Assistant, and to others whom the Board deems appropriate.
Section 5. DURATION
Each member shall hold membership as long as the member remains qualified for membership and continues to pay dues. Memberships and dues are renewed on a yearly basis at the beginning of the fiscal/calendar year. Membership may be terminated sooner by resignation or by revocation of membership (as indicated in Section 5 below). All memberships are non-transferrable.
Section 6. EXPULSION
Persons whose behavior has been determined by the Massachusetts Board of Registration for Psychology or other in-state or out-of-state licensing body, or by a court of law, to have been unprofessional, unethical or criminal will not be considered for membership. Anyone currently a member found by a professional licensing body or court of law to have engaged in any such behavior will have their membership revoked. Any member may be expelled by a two-thirds majority vote of the Board of Directors for any conduct, which, in the opinion of the Board, is contrary and opposed to the best interests of the Corporation or its members. Such action shall not be taken until the member has been given the opportunity to appear before the Board to answer the charges made against them. Expulsion shall be effective upon the (two-thirds majority) vote of the Board.
Section 7. RESIGNATION
Any member of any class of the Corporation may, at any time, resign membership, by tendering a written notice to the President or Secretary of the Corporation. Such resignation shall be effective upon receipt.
ARTICLE III MEMBERS’ MEETINGS
Section 1. PLACE OF MEETINGS
All meetings of the Corporation shall be held at the principal office of the Corporation, or at any other designated site, as stated in the notice of the meeting.
Section 2. ANNUAL MEETINGS
The annual meeting of the members of the Corporation for the transaction of business shall be held on the first Tuesday of June, or at another time selected by the Board of Directors, subject to the requirements of the laws of the Commonwealth. The Board of Directors shall determine the program of the annual meeting. In the event that such a meeting is omitted by oversight, or otherwise not held, a special meeting shall be valid, as if transacted or held at the annual meeting. Such subsequent meeting shall be called in the same manner as provided for special meetings.
Section 3. SPECIAL MEETINGS
Special meetings of the members of the Corporation may be called by the Board of Directors, or when otherwise required by the laws of the Commonwealth.
Section 4. NOTICE OF MEETINGS
Notice of the time and place of annual meetings shall be sent by email, or a written notice shall be mailed to each member of the Corporation at his/her last known address, at least two weeks before the meeting. Notice of the time, place, and purpose of any special meeting shall be sent in the same fashion. If any meeting is adjourned, no additional notice need be given of the reconvened meeting, if the time and place of the reconvened meeting is announced at the time of the adjournment. Any member may waive his or her right to receive a notice before or after the meeting.
Section 5. CONDUCT OF THE MEETINGS
All motions at the annual meeting and other meetings shall require only a simple majority of those voting for passage except where a higher vote is required by these Bylaws or the laws of the Commonwealth.
Section 6. PRESIDING AND RECORDING OFFICERS
Meetings of members shall be presided over by the President of the Corporation, or in his/her absence, by the President-Elect, or in both their absences, by a chairperson chosen at the meeting. The Secretary of the Corporation shall act as the secretary of the meeting, or in his/her absence, a secretary pro tempore shall be chosen at the meeting.
Section 7. QUORUM
At any business meeting of the Corporation, the members present in good standing shall constitute a quorum for the transaction of business, which appears on the written agenda and has been sent to the membership at least two weeks prior to the meeting date. For the transaction of all other business at any business meeting of the Society, one tenth of the members in good standing at the time of the meeting must be present to constitute a quorum.
Section 8. VOTING
Each member entitled to vote shall have one vote on any question.
Section 9. PROXIES
Members may vote in person or by proxy. Proxies shall be filed with the Secretary before the vote. No proxy dated more than six months before the meeting named therein shall be valid and no proxy shall be valid after the final adjournment of such meeting. A proxy with respect to membership in the name of two or more persons shall be valid if executed by either of them, unless, prior to the exercise of the proxy, the Secretary or President receives a specific written notice to the contrary from either one of them. A proxy purporting to be executed by, or on behalf of, a member shall be deemed valid unless challenged at, or prior to, its exercise. The burden of proving invalidity shall rest upon the challenger.
Section 10. ACTIONS AT MEETINGS
When a quorum is present at any meeting, the vote or concurrence of a majority of the members present (or represented and entitled to vote) shall be required to decide any matter (or take any action), except to the extent that a greater proportion is required by these Bylaws or the laws of the Commonwealth.
Section 11. ACTION WITHOUT MEETINGS
Any action required or permitted to be taken at any meeting of the members may be taken without a formal meeting if all the members entitled to vote on the matter consent to the action in writing, including via electronic means. The written consents are filed with the records of the meetings. Such consents shall be treated for all purposes as a vote at a meeting.
Section 12. TELEPHONE OR ELECTRONIC MEETINGS
A quorum of Directors may participate in a meeting by means of a conference call or other communication equipment, provided that all Directors participating can “hear” each other. Such participation shall constitute presence in person at such a meeting. All of the provisions of these Bylaws pertaining to meeting procedures shall apply at such meetings.
ARTICLE IV OFFICERS
Section 1. ENUMERATION/ELECTED AND APPOINTED OFFICERS
The officers of the Corporation shall include a President, Past-President, President-Elect, Treasurer, Secretary, Education Committee Chair, Membership Chair, and two Student Representatives. The Chair of the Education Committee and the Membership Chair shall be appointed by the Board from the four Member-at-Large positions. A Treasurer-Elect may also be elected as an officer of the Corporation. Additional Member-at-Large positions may be created at the discretion of the Board, and elected by the Membership.
Section 2. ELECTIONS
The President-Elect, Secretary, Treasurer, and four members at large shall be elected by written (mailed) ballot or by electronic ballot, to be sent and counted prior to the annual meeting in June. The Secretary and Treasurer shall hold office for 3 years or until their successors have been duly elected. The President-Elect shall hold office for one year, or until a successor has been duly elected. Following his/her term of office the President shall remain in office for one year as Past-President. The Education Chair and the Membership Chair shall be appointed by a majority vote of the Board. The Student Representatives shall be elected by the student members (in good standing) and shall serve a term of one year, renewable for one additional year. These officers shall assume office on July 1st in the year of the election. The term year shall end on June 30th of the following year. Officers must be regular members of the Corporation.
Section 3. DUTIES/RESPONSIBILITIES
All officers are expected to attend all Board and Annual Meetings. If they are not available to attend a meeting they will inform the President or Secretary or other appropriate person.
The President (when present) shall preside at all meetings of the Corporation. The President shall have general executive charge and control for management of the affairs of the Corporation, subject to the general control of the Board of Directors. The President shall perform the duties ordinarily incident to such office in similar corporations, and such other duties that the Board of Directors shall designate from time to time. The President, in consultation with the Board of Directors, shall appoint such committees as prescribed in Article VI of these Bylaws. The President shall convene Board Meetings as needed, but not less than four times per year.
The President-Elect shall perform the duties of the President in the absence or incapacity of the President. He/she shall perform such other functions as are delegated by the President.
The Past-President shall serve as the chairperson of the Nominating Committee. He/she shall perform such other functions as delegated by the President.
The Secretary shall keep a record of the Membership (as provided by the Membership Chair in conjunction with the Treasurer and Administrative Assistant). The Secretary shall keep a record of the minutes of the meeting, which he/she shall share with the Board of Directors (after each meeting and before the subsequent meeting). The Secretary shall perform such duties ordinarily incident to the office and other duties that the Board of Directors designate from time to time. A temporary Secretary shall be chosen to perform these functions in the absence of the Secretary.
The Treasurer shall oversee the custody of all funds and property of the Corporation, shall direct the disbursements as directed by the Board of Directors, shall oversee the keeping of adequate accounts, shall aid in the preparation of the annual budget, arrange for audits as necessary, make recommendations to the Board regarding the best ways to manage and invest the Society’s monies, and communicate regularly (at least monthly) with the Membership Chair and Secretary re: on-line and other payments of dues.
The Treasurer-Elect shall assist in the management of all funds and property of the Corporation along with the Treasurer. The specific responsibilities of the Treasurer-Elect will be determined by the Treasurer with the goal of transitioning all responsibilities from the Treasurer to the Treasurer-Elect during the first year that the Treasurer-Elect is in office. The Treasurer-Elect shall perform the duties of the Treasurer in the absence or incapacity of the Treasurer.
G. Education Chair
The Education Chair shall present to the Board a list of possible speakers for the monthly seminars and for the Annual Meeting for the current year, and with the Board’s approval shall make the arrangements to secure the engagements. The Director of Education will apprise the Board of other educational opportunities that may be worthwhile for the membership. The Director of Education will make arrangements for continuing education credits for the membership and will communicate to the Treasurer and administrative assistant arrangements for accepting and processing payments for seminars and CEs.
H. Membership Chair
The Membership Chair, with input from Membership Committee members, shall accept and approve applications for membership from eligible persons. The Membership Chair shall announce newly-accepted members to the Board or bring forth applicants for whom input from the Board is requested in order to determine membership approval. [Sponsors for applicants are expected to be members of the Society in good standing.] The Membership Chair, in conjunction with the administrative assistant, will keep an up-to-date record of the entire membership and communicate any changes to the Secretary and the Treasurer.
I. Student Representatives
Student representatives shall perform all the duties ordinarily assumed by other Board members, and shall have other duties and privileges that the Board designates. Student representatives shall meet regularly with the Board and shall serve as voting members of the Board, having been granted those powers by the Board. Student Board Members shall, therefore, be considered part of a quorum. Duties of the student representatives shall be shared equally or distributed between the two students in consultation with the Board and the students. The student representatives shall serve as a liaison between the Board and the other Student members and may act in a variety of capacities, including, but not limited to, the following: 1. Student representatives shall keep and be provided with an updated list of Student members. Student Board members will update contact information (including e-mail addresses) as changes are known. Student Board members will encourage new membership from their student contacts. 2. Student representatives shall be responsible for communicating the Corporation’s activities to other Student members. Information sanctioned by the Board shall be conveyed through the Student Representatives of other Student Members. 3. Student representatives shall serve to represent the interests of the Affiliate/Student members and communicate their needs to the Board of Directors. 4. Student representatives shall assist in the preparation of student-oriented activities sponsored by the Corporation.
Section 4. RESIGNATION
Officers who are resigning shall submit their resignations in writing one month prior to their resignation date to the President or Secretary. Such resignation shall remain effective unless otherwise stated.
Section 5. VACANCIES
Vacancies occurring before the expiration of the term of any of the above officers shall be filled for the remainder of the term by the vote of the Board of Directors.
Section 6. RE-ELECTION
An officer who completes his or her term shall not be eligible to hold the same office within a period of two years.
ARTICLE V BOARD OF DIRECTORS
Section 1. NUMBER
The Board of Directors shall be composed of four Members-at-Large, elected by the membership, in addition to the Officers of the Corporation, including the President, Past President, President-Elect, Secretary and Treasurer, and Treasurer-Elect. The Board of Directors may propose additional Member-at-Large positions. The Membership Chair and Education Chair, and other standing ad hoc committee chair(s), shall be appointed from the Members-at-Large. The two student representatives shall be elected by the student members.
Section 2. ELECTION
The Membership Chair, and Education Chair and at least one of the Chairs of every other Standing Committee shall be appointed by the Board from the Member-at-Large positions. The student representatives shall be elected by the Student members of the organization.
Section 3. RESIGNATION
Any Director may at any time resign their office by presenting his/her resignation one month prior to the date of his/her resignation in writing to the President or Secretary. Such resignation shall be effective unless otherwise stated.
Section 4. VACANCIES
Vacancies occurring before the expiration of the term shall be filled for the remainder of the term by the Board of Directors.
Section 5. ANNUAL MEETINGS
The Board of Directors shall have at least one meeting prior to the Annual Meeting. Members of the Board will be informed of the meetings at least two weeks in advance, unless the Board Member has waived his/her right to receive notice.
Section 6. REGULAR MEETINGS
Regular meetings of the Board of Directors may be held when called by the President or requested by a majority of the Board members.
Section 7. SPECIAL MEETINGS
Special meetings of the Board of Directors may be held when called by the President or when requested by a majority of the Board of Directors.
Section 8. NOTICE OF SPECIAL MEETINGS
Notice of the time and place of special meetings shall be given by e-mail, verbal, telephone, fax, telegram, or written notice mailed to each Board Member, at least three days before the meeting date. No notice is required if the Board members waive notice in writing before or after the meeting. Such special meetings shall be held at such time and place as the notice thereof or waiver shall specify.
Section 9. QUORUM
At any regular meeting of the Board of Directors a quorum shall consist of six members of the Board.
Section 10. ACTION WITHOUT A MEETING
The Board of Directors may act without a meeting by a writing executed by all the Board members. Such action shall have the same force and effect as action taken at a meeting of the Board members at which a quorum was present and voting. The Secretary shall file such a writing with the records of the meetings of the Board of Directors.
Section 11. POWERS AND DUTIES
The Board of Directors shall conduct, in conformity with the Articles of Organization and these Bylaws, the affairs of the Corporation when the latter is not in session. a. It shall have the power to authorize the expenditure of money. b. It shall have the power to authorize the President to appoint committees to carry out the purposes of the Corporation. c. It shall have the power to fill vacancies in its own body until the next elections of the Corporation. d. It shall have the power to make and amend rules for its own procedures, and it shall keep a record of such rules. e. It shall have the power to fix the time and place of Annual Meetings and other business meetings of the Corporation. f. It shall take such steps as may be necessary to carry out any program of function determined by vote of the members and not otherwise provided for. g. All committee chairpersons are immediately responsible to the Board of Directors. h. The major actions of the Board of Directors shall be reported to the membership.
Section 12. REMOVALS
Directors, including persons elected by Directors to fill vacancies in the Board, may be removed from office with or without cause by the Members. Officers elected or appointed by the Directors may be removed from their respective offices with or without cause by the Directors. Any Director may be removed from office for cause by the Directors. A Director or Officer may be removed for cause only after reasonable notice and opportunity to be heard before the body proposing to remove him/her. The Directors may terminate the authority of any agent.
ARTICLE VI COMMITTEES
The following standing committees shall be established. The Chair shall be appointed from the Board of Directors by the President and with the approval of the Board. Committee members shall be appointed by the respective committee chairperson(s). Other committee members may be selected from all classes of membership.
Section 1. MEMBERSHIP COMMITTEE
The Committee on Membership shall be chaired by an individual appointed by the President with the approval of the Board of Directors. The members of this committee shall be appointed by the chairperson with the approval of the Board of Directors. The Committee on Membership shall review all applications for membership, approve applications from eligible persons, assist prospective applicants in obtaining sponsorship as appropriate, and consult with the Board on prospective applicants as deemed necessary. The chairperson of the Committee should be prepared to present information on prospective applicants to the Board of Directors.
Section 2. NOMINATING COMMITTEE
The Nominating Committee shall consist of the Past-President as the chairperson and two additional members elected by the chairperson with the approval of the Board of Directors, but who are not members of the Board of Directors and who will not be eligible for election to an office in the Corporation during their terms of appointment on the Committee. A new Nominating Committee will be formed each year. This Committee shall make known to the members of the Corporation, not less than two months before the Annual Meeting the names of eligible and willing nominees for each office falling vacant through expiration of its term. Nominations for each office shall represent (a) the first two choices of the members responding to a mail canvass, or (b) additional nominees of the Committee. The Committee may in its discretion make a nomination of its own when less than 20% of the members make nomination or when the first two choices are named by less than 10% of the members.
Section 3. EDUCATION COMMITTEE
The Education Committee shall be chaired by the Education Chair. The members of this Committee shall be appointed by the chairperson(s) with the approval of the Board of Directors. The Committee shall concern itself with issues related to education of members and the public regarding neuropsychology and related practice, and with arranging and awarding Continuing Education credits, as appropriate, for Member activities.
Section 4. OTHER COMMITTEES
Other committees or boards may be established and chairpersons appointed by the President with the advice of the Board of Directors to carry out the purposes of the Corporation. At least one Chair of a Standing Committee must be a current Board member. The list of Standing Committees shall be updated by the Secretary whenever committeesare added, rendered inactive, or disbanded by the Board of Directors. Ad Hoc committees need not be chaired by a member of the Board; chairs are appointed by the President with the advice of the Board of Directors.
ARTICLE VII DUES
Annual Dues of members of the Corporation shall be determined, upon the recommendation of the Board of Directors, by a majority vote of the Board of Directors. Members will be reminded of dues at least one month in advance (i.e., at least by December 1 for the January 1 due date).
ARTICLE VIII AFFILIATIONS
The Corporation may affiliate with other organizations upon recommendation of the Board of Directors and approval of the majority of the membership voting at a business meeting.
ARTICLE IX AMENDMENTS
Amendments to repeal any of these Bylaws may be proposed by any regular meeting or group of regular members in good standing by submitting such proposals to the Board of Directors through the Secretary. Proposals for amendments submitted by individual members or less than ten members need the endorsement of the Board of Directors. Proposals made by ten or more regular members shall be submitted directly to the membership. Proposed amendments shall be submitted in writing to the entire membership of the Corporation no later than 60 days after endorsement by the Board or after submission to the Secretary, if the submission is made by ten or more regular members. At least thirty days shall elapse between the submission of such a proposal to the regular membership and a counting of the ballots on the proposal. A two-thirds vote of those casting ballots shall be required for the adoption of an amendment. Notification of the outcome of the voting on proposed amendments shall be made by the Secretary to the membership as soon as possible.
ARTICLE X NO PERSONAL LIABILITY
No Officer, Director, or any person serving as a member of any committee pursuant to these By-laws shall be personally liable to the Corporation for monetary damages for or arising out of a breach of fiduciary duty in such capacity as an Officer, Director, or committee member notwithstanding any provision of law imposing such liability; provided, however, that the foregoing shall not eliminate or limit the liability of an officer, Director, or committee member to the extent that such liability is imposed applicable law (i) for a breach of such person’s duty of loyalty to the Corporation, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, or (iii) for any transaction from which such person derived an improper personal benefit.
ARTICLE XI INDEMNIFICATION
The Corporation shall, to the extent legally permissible and only to the extent that the status of the Corporation as an organization exempt from taxation under Section 501(c) (3) is not affected thereby, indemnify each of its directors, officers, employees and agents (including persons who serve at its request as directors, directors and officers of another organization in which it has an interest) against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by him or her in connection with the defense of disposition of any action, suit, or other proceeding, whether civil or criminal, in which he or she may be involved or with which he or she may be threatened, while in office or thereafter, by reason of his or her being or having been such a director, officer, employee or other agent, except with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Corporation; provided, however, that as to any matter disposed of by a compromise payment by such person pursuant to a consent decree or otherwise, no reimbursement, either for said payment or for any other expenses shall be provided unless such compromise shall be approved: a. by a disinterested majority of the Directors then in office; or b. if a majority of the Directors are interested, by a majority of the disinterested Directors then in office, provided that there has been obtained an opinion in writing or independent legal counsel to the effect that such Director, Officer, employee or agent does not appear not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Corporation, or c. if there are no disinterested Directors then in office, a majority of the Directors then in office, provided that there has been obtained an opinion in writing of independent legal counsel to the effect that such Director, Officer, employee or agent does not appear not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Corporation. Expenses including counsel fees, reasonably incurred by any such Director or Officer, employee or agent in connection with the defense or disposition of any such action, suit or other proceeding may be paid from time to time by the Corporation in advance of the final disposition thereof upon receipt of an undertaking by such individual to repay the amounts so paid to the Corporation if he or she shall be adjudicated to be not entitled to indemnification under Massachusetts General Laws, Chapter 180, Section 6. The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any director or officer may be entitled. Nothing contained herein shall affect any rights to indemnification to which corporate personnel other than Directors or Officers may be entitled by contract or otherwise under law. As used in this paragraph, the term “director,” “officer,” “employee” or “agent” include their respective heirs, executors and administrators, and an “interested” Director or Officer is one against whom in such capacity the proceedings in question or another proceeding on the same or similar grounds is then pending. This Article constitutes a contract between the corporation and the indemnified officers, directors, and employees. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer, director, or employee under this Article shall apply to such officer, director, or employee with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.
ARTICLE XII CONFLICTS OF INTEREST
Section 1. The Board shall adopt and implement a conflict of interest policy for its Officers and Directors. Directors shall make written disclosures as often as appropriate identifying any relationships that may constitute a conflict of interest and shall submit such statement to such officer as the Chair may designate.
Section 2. Subject to compliance with such conflict of interest policy, the Corporation may enter into contracts or transact business with one or more Directors of Officers. No contract or transaction between the Corporation and one or more of its Directors of Officers, or between the Corporation and any other corporation, firm, association or other entity in which one or more of its directors or officers are Directors or Officers or are financially interested, shall be either void or voidable for this reason alone provided that such common directorship, officership or financial interest, if material, is disclosed or known to each of the Directors voting or concurring or the matter of the approval of such contract or transaction. Common or interested Directors may be counted in determining the presence of a quorum at such meeting, and such common or interested Directors may vote on the matter of the approval of such contract or transaction, provided that any such vote shall require the affirmative vote of a majority of the Directors who have no interest in such contract or transaction, even though the disinterested Directors be less than a quorum.
ARTICLE XIII EXECUTION OF INSTRUMENTS
Except as the Directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other obligations made, accepted or endorsed by the Corporation, shall be signed by the President or the Treasurer.
ARTICLE XIV DISSOLUTION
Upon dissolution of the Corporation, all of the assets remaining after payment of all debts, shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.