International Women’s Forum of Massachusetts By-laws
As Amended and Restated Effective June 2021
Section 1. Name – The name of the Corporation shall be the Massachusetts Women’s Forum, Inc.
Section 2. Purpose – The purpose of the Corporation is to bring together women of significant and diverse achievements in order to facilitate communication among, and the empowerment of, women. The Forum fosters association among preeminent women throughout the world to enable them, individually and collectively, to exert their influence and to discharge their responsibilities.
Section 3. Location – The principal office of the Corporation shall initially be located at a place set forth in the Articles of Organization of the Corporation. The directors may establish other offices and places of business in Massachusetts or elsewhere.
Section 4. Fiscal Year – Except as from time to time otherwise determined by the directors, the fiscal year of the Corporation shall end on the 31st day of December of each year.
Section 5. Affiliation – The Corporation shall be affiliated with the International Women’s Forum. The President of the Corporation shall be a member of the IWF’s Presidents’ Council, shall be active in promoting relationships and communications with the IWF and may appoint an additional IWF liaison in her discretion who need not be a board member.
Section 1. Members – Members of the Corporation shall be (i) the directors of the Corporation then in office; (ii) the existing members; and (iii) those persons who may be elected by a majority (greater than 50%) of the board of directors.
Section 2. Election to Membership – For all prospective members, each applicant for membership shall be proposed by an existing member or identified through the research of the Membership Committee. The application shall include the name, address, and occupation of the applicant, current biographical information and other information as may from time to time be required by the Membership Committee. After receipt of the application, the Membership Committee will consider the application and decide whether to recommend the candidate to the board of directors for its consideration. If recommended, the board of directors will either accept or reject the candidate. If the candidate is accepted, then the member is invited to be a member. To remain a member in good standing, each member must pay annual dues. If rejected, no candidate may be proposed for membership more than a total of three (3) times.
Section 3. Reciprocal Members – Members from other IWF affiliate Forums who are relocating to Massachusetts will be admitted into MWF provided MWF receives a letter from her prior Forum President stating that she is a member in good standing.
Section 4. Termination of Membership – Any member may resign as such at any time by written notice to the clerk of the Corporation. Any member may be removed with or without cause as a member by a vote of two-thirds of the board of directors present at any meeting of the board of directors.
Section 5. Dues; Good Standing – All members shall pay annual dues to the Corporation as determined by the board of directors. The President and the Treasurer shall be authorized to waive or defer dues for individual members in special circumstances such as restricted financial resources as they shall determine by their sole discretion. Members who have not paid their dues in full shall not be considered members in good standing for any purpose and shall not be permitted to vote at any meeting of members or otherwise. The board of directors may adopt a policy concerning payment and nonpayment of dues by members and the status of such members.
Section 6. Meetings of Members – The annual meeting of members of the Corporation shall be held on the first Monday in December of each year (or on the next business day if that day is a legal holiday) or at such time and place as the directors may determine. If the annual meeting is not held on such date, a special meeting in lieu of an annual meeting may be held with all the force and effect of an annual meeting. Special meetings of members may be called at any time by the president or a majority of the board of directors. Special meetings shall also be called by the clerk, in case of death, absence, incapacity or refusal of the clerk, by any other officer, upon receipt of a written request of members representing at least ten percent (10%) of the members who are eligible to vote and are in good standing, which sets forth the reason(s) for such a meeting in reasonable detail. Notice of the annual meeting shall be mailed or emailed to all members not less than seven (7) days prior to the date thereof. Notice of any special meeting shall be given in person or by telephone, telegraph, facsimile transmission or email at least twenty-four (24) hours in advance of the meeting, or by mail postmarked at least three (3) days in advance of the meeting including the date of postmark but excluding the date of receipt.
Section 7. Action at Meetings; Proxy Voting – At all meetings of members, the vote of each member must be cast in person or by written proxy. Proxies shall be filed with the clerk of the meeting, or of any resumed meeting, before being voted. Except as otherwise limited therein, proxies shall entitle the member named therein to vote at any meeting or any resumed meeting but shall not be valid after final adjournment of such meeting. No proxy dated more than six months before the meeting named therein shall be valid, unless the proxy is coupled with an interest and provides otherwise. 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, in which event the burden of proving invalidity shall rest on the challenger. Twenty (20%) of the members then in good standing, present, in person or represented by proxy, shall constitute a quorum at any meeting of members but a lesser number may, without further notice, adjourn the meeting to any other time. At any meeting of members at which a quorum is present, the vote of a majority of those present or represented by proxy shall decide any matter, unless a different vote is specified by law, the Articles of Organization or these By-laws.
Section 8. Action by Consent – Any action required or permitted to be taken at any meeting of the members may be taken without a meeting if all the members entitled to vote on such action consent to the action in writing and the written consents are filed with the records of the meeting of members. Such consents shall be treated for all purposes as a vote at a meeting.
Section 1. Powers – The business and property of the Corporation shall be managed by a board of directors who may exercise all the powers of the Corporation which are not expressly reserved to the members by law, the Articles of Organization or these By-laws.
Section 2. Election and Number – The number of directors on the board shall be fixed by resolution adopted from time to time by the directors, provided that the minimum number of directors shall be eight. In the absence of a determination of the number of directors to be fixed, the number shall be the same as the number of directors then in office. The board of directors shall be elected by the members at the annual meeting of members or at a special meeting in lieu of an annual meeting. All directors shall hold office for a term of three years; and approximately one-third of the directors shall be elected each year. No director may serve more than three consecutive terms but may be reelected after a hiatus of at least one year. All directors shall hold office until the next annual meeting and their successors chosen and qualified. In order to provide for staggered terms of directors and to address term limits, the Governance Committee for the first year following adoption of these amended By-laws may set terms and term limits other than as provided here. Any vacancy in the board may be filled by the remaining directors then in office. The president, vice-president, treasurer, clerk, chair of the Governance Committee, chair of the Membership Committee, chair of the Programming Committee, chair of the Communications Committee, and the immediate past president of the Corporation shall be directors of the corporation. A director must be a member. The immediate past president of the corporation may be a director for three years. In the event of a conflict with the term limit of the President as director, the President shall continue to serve as a director to complete the two-year term as President.
Section 3. Nominations – Nominations of candidates for election as directors shall be made only by, or at the direction of, the Governance Committee. The Governance Committee shall establish criteria for selection of directors and officers and shall solicit nominations in a transparent process, shall assess candidates and shall seek to achieve pluralism and diversity in the candidates. The Governance Committee shall deliver the names of those candidates nominated for election as directors to the clerk prior to the meeting of members at which action is to be taken to elect directors. Only persons nominated by the Governance Committee shall be eligible for election as directors at a meeting of members. Election of directors at the annual meeting need not be by written ballot, unless otherwise provided by the directors or presiding officer at such annual meeting. If written ballots are to be used, ballots bearing the names of all the persons who have been nominated for election as directors at the annual meeting in accordance with the procedures set forth in this Section shall be provided for use at the annual meeting.
Section 4. Resignation and Removal – Any director may resign by delivering a written resignation to the Corporation at its principal office or to the president or clerk. Such resignation shall be effective upon receipt unless it is specified to be effective at some later time. Any director may be removed from office with or without cause by affirmative vote of a majority of the disinterested board present at any meeting of the members at which a quorum of the board entitled to vote is present. Any vacancy may be filled by a majority of directors then in office and she shall hold office during the unexpired term of her predecessor in office and until a successor is chosen and qualified.
Section 5. Annual Meeting – The annual meeting of the directors of the Corporation shall be held on the first Monday in December, of each year (or on the next business day if that day is a legal holiday) or at such time and place as the directors may determine. If the annual meeting is not held on such date, a special meeting in lieu of an annual meeting may be held with all the force and effect of an annual meeting. Notice of the annual meeting setting forth the date, time, and place of any such meeting shall be mailed or emailed to all directors not less than seven (7) days prior to the date of the annual meeting.
Section 6. Regular Meetings – Regular meetings of the directors may be held without call or notice at such places and time as the directors may from time to time determine, provided that any director who is absent when such determination is made shall be given notice thereof.
Section 7. Special Meetings – Special meetings of the directors may be held at any time and place designated in a call by the president, the treasurer or two or more directors. Notice of all special meetings of the directors shall be given to each director by the clerk or, in the case of death, absence, incapacity or refusal of the clerk, by the officer or one of the directors calling the meeting. Such notice shall be given to each director in person or by telephone, telegram, facsimile transmission or email at least twenty-four (24) hours in advance of the meeting, or by mail addressed to each director’s business or home address and postmarked at least forty-eight (48) hours in advance of the meeting. Except as required by law, notice of a special meeting need not be given: (i) 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; or (ii) to any director who attends the meeting and who, either prior to the meeting or at its commencement, fails to protest the lack of such notice. A notice or waiver of notice need not specify the purpose of any special meeting unless such purpose is the removal of a director or an officer.
Section 8. Action at Meetings – A majority of the directors then in office shall constitute a quorum but a lesser number may without further notice adjourn the meeting to any other time. At any meeting at which a quorum is present, the vote of a majority of those present shall decide any matter unless the Articles of Organization, these By-laws, or any applicable law requires a different vote.
Section 8A. Telephonic Actions – Directors may participate in a meeting through use of telephonic or similar communication equipment, so long as all members of the board can hear one another. Participation in a meeting in such a manner constitutes presence in person at such meeting.
Section 9. Action by Consent – Any action by the directors or any committee may be taken without a meeting if a written consent thereto is signed by all the directors or all the members of the applicable committees and filed with the records of the meetings of the directors. Such consent shall be treated for all purposes as a vote at a meeting.
Section 10. Committees – The board members may elect from their own number an executive committee, and may elect such other committees as they may from time to time determine necessary or advisable, including, without limitation, the membership committee, the governance committee, programming committee, communications committee, and the finance committee. The board of directors may delegate such powers and duties to such committees as the board of directors may deem advisable to the extent permitted by law. Directors shall be chairpersons of any permanent committee. At any meeting of a committee, a quorum for the transaction of all business properly before the meeting shall consist of a majority of the appointed members of such committee. The president shall select in consultation with the chair of the governance committee a chair for each committee. Committee chairs must be board members. The President may serve as a voting, ex-officio member on all board committees.
Section 1. Officers – The officers of the Corporation shall consist of a president, a vice-president, a treasurer, a clerk, and such other officers as the directors may determine. Any two or more offices may be held by the same person. Unless otherwise determined by the Governance Committee, the vice-president shall be the president-elect of the Corporation to take office at the conclusion of the then president’s term. The clerk shall be resident of The Commonwealth of Massachusetts unless the Corporation shall appoint a resident agent for the service of process appointed in the manner prescribed by law.
Section 2. Election – The president, vice-president, treasurer and clerk, and such other officers as the directors may determine, shall be elected by the directors for a term of two years. The Governance Committee shall nominate a slate of officers to hold office for the ensuing two years at the annual meeting of the board of directors or special meeting in lieu thereof. Except as otherwise provided by law, the Articles of Organization or those By-laws, all officers shall hold office until the annual meeting of the directors held in the year in which their term expires or until their respective successors are chosen and qualified. An officer may serve for two consecutive two year terms but may be elected as officer after a hiatus of at least one year.
Section 3. Resignation and Removal – Any officer may resign by delivering a written resignation to the Corporation at its principal office or to the president or clerk, 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 a vote of two-thirds of the directors then in office. Any vacancy in office may be filled by the directors.
Section 4. President and Vice President – Subject to the provision of the following paragraph, the president shall be the chief executive officer of the Corporation. The president shall preside at all meetings of the members, and shall be the chairperson of the board of directors. The president shall have custody of the treasurer’s bond, if any is required. The president shall be a member of all committees by virtue of her office. In the event of the president’s absence or disability, the vice president shall perform the duties of the president. The vice president shall also assume such special powers and duties as the president or the board of directors shall assign. The immediate past president and vice president shall, in the interests of smooth transition and succession planning, be available to support the President as needed.
Section 5. Treasurer – The 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 shall maintain custody of all funds, securities and valuable documents of the Corporation, except as the directors may otherwise provide. The treasurer shall have such other powers and duties as are usually incident to that office an as may be vested in that office by these By-laws or by the directors.
Section 6. Clerk and Assistant Clerk – The clerk or the assistant clerk shall give such notices of meetings of members and directors as are required by these By-laws and shall keep a record of all the meetings of members and directors. The clerk and assistant clerk shall have such other powers and duties as are usually incident to that office and as may be vest in that office by these By-laws or by the directors. In the absence of the clerk from any meeting of members and directors, a temporary clerk designated by the person presiding at the meeting shall perform the duties of the clerk.
Section 1. Execution of Instruments – All contracts, deeds, leases, bonds, notes, checks and other instruments authorized to be executed by an officer of the Corporation on its behalf shall be signed by the president or the treasurer except as the directors may generally or in particular cases otherwise determine.
Section 2. Voting of Securities – Except as the board of directors may otherwise designate, the president or treasurer may waive notice of, and appoint any person or persons (with or without power of substitution) to act as proxy or attorney in fact for this Corporation at any meeting of stockholders of any other corporation, the securities of which may be held by this Corporation.
Section 3. Corporate Records – The original or attested copies of the Articles of Organization, By-laws and records of all meetings of incorporators and directors shall be kept in Massachusetts at the principal office of the Corporation or of the clerk, but such corporate records need not all be kept in the same office.
Section 4. Definitions – All references in these By-laws to the Articles of Organization and to these By-laws shall be deemed to refer, respectively, to the Articles of Organization and the By-laws of the Corporation as amended and in effect from time to time.
These By-laws, except so far as they embody requirements of the laws of the Commonwealth of Massachusetts or provisions of the Articles of Organization, may, except as otherwise prescribed by said laws or provisions, be altered, amended or repealed at any meeting of the board. Not later than the time for giving notice of the meeting of members next following the making, amending or repealing by the directors of any By-law, notice thereof stating the substance of such change shall be given to all members entitled to vote, and any By-law adopted by the directors may be amended or repealed by the members. The Governance Committee shall be responsible for reviewing and proposing to the board of directors any amendments to the bylaws.