By-laws
I. OFFICE
The principal office shall be in the Commonwealth of Massachusetts,or in such other places as the trustees may from time to time appoint.
II. SEAL
The corporate seal shall have inscribed thereon the name of the corporation and the year of its organization.
III. BOARD OF TRUSTEES
(a) The activities and affairs of the corporation shall be managed by a Board of Trustees. The number of trustees shall in no event be less than eight (8) or more than twelve (12). All vacancies in the Board of Trustees may be filled by the remaining trustees. New trustees shall be elected for a ten (10) year term, with no limitation set upon the number of terms a trustee may serve. A majority of the trustees shall constitute a quorum for the transaction of business.
(b) The Board of Trustees may by majority vote designate one or more committees each to consist of two or more of the trustees of the corporation, which to the extent provided in said resolution, shall have and may exercise the power of the Board of Trustees in the management of the business and affairs of the corporation.
(c) The Board of Trustees may deal with and expend the income and principal of the corporation in such manner as in the judgment of the Board will best promote its mission and objectives.
(d) The trustees shall hold their meetings at the office of the corporation in the City of Boston or at such place or places as the Board of Trustees may from time to time determine.
(e) In addition to the powers and authorities under these By-Laws expressly conferred upon them, the Board of Trustees may exercise all such power of the corporation and do all such lawful acts and things as may be permitted by law.
IV. MEETINGS OF TRUSTEES
(a) The annual meeting of the trustees shall be held on or about the second Tuesday of May in each year at 12 o’clock noon. At least five days written notice shall be given to each trustee, either personally, by mail, by electronic facsimile or by electronic mail (email).
(b) Interim meetings of the trustees may be held with appropriate notice at such time and place as shall from time to time be determined by the trustees.
(c) At all meetings a majority of the Trustees shall constitute a quorum and the acts of the trustees present at any meeting at which there is a quorum, shall be the acts of the trustees.
(d) Special meetings of the trustees may be called by the President on two days notice to each trustee, either personally, by mail or by electronic facsimile or by email. Special meetings shall be called by the President or Clerk in like manner, and on like notice, on the written request of three trustees.
V. OFFICERS
(a) The officers of the corporation shall be a President, Clerk and Treasurer who shall be chosen by the Board of Trustees for such term of office as the Board of Trustees shall determine and said officers shall hold their offices until their successors shall be chosen and qualified. The office of Clerk and Treasurer may be held by the same person. The corporation may have such other officers, agents and factors as may be deemed necessary, who shall be chosen in such manner and hold their offices for such terms as may be determined by the Board of Trustees. All officers of the corporation shall be chosen from among the Trustees.
Compensation of Officers and Trustees
(b) Neither the President, Clerk nor Treasurer, nor any of the trustees of the corporation, shall receive any compensation whatever for their services, but any officer or trustee may be reimbursed for personal expenses incurred in connection with the activities of the corporation. The corporation may employ such agents, representatives, or employees as may be necessary to properly carry out the objects and purposes for which the corporation is formed.
The President
(c) The President, when in attendance, shall preside at all meetings of the Board of Trustees. In his or her absence the Board shall appoint a presiding officer pro tem. He/She may execute in the name of the corporation all deeds, contracts, or other instruments authorized by the Board of Trustees or by the provisions of these by-laws, and he/she shall sign all of the corporation’s disbursement checks. He shall be EX OFFICIO a member of all standing committees.
The Treasurer
(d) The Treasurer shall have the care and custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements of all moneys received and paid by him on account of the corporation; he/she shall exhibit such books of account and records to any of the trustees at any time upon request at the office of the corporation and shall render a detailed statement to the trustees as often as they shall require it. He/She may sign and endorse checks and other commercial paper on behalf of the corporation and shall perform the duties incident to the office of Treasurer, subject to the control of the Board of Trustees and to the provision of these by-laws. He/She may be required to give bond for the faithful discharge of his duties.
The Clerk
(e) The Clerk shall attend all sessions of the trustees; shall record all the proceedings and votes of meetings of trustees, and may sign the notices for meetings thereof, and shall perform, in general, the duties incident to the office of clerk subject to the control of the Board of Trustees and to the provisions of these by-laws. He/She shall be sworn to the faithful discharge of his/her duties.
VI. COMMITTEES
(a) There shall be an Executive Committee consisting of the President of the corporation, who shall be its Chairman, the Clerk and the Treasurer. The Executive Committee shall possess and may exercise all the powers of the Board of Trustees and shall exercise general supervision over the management of the Foundation except when the Board of Trustees is in session. The members of the executive committee shall keep minutes of these meetings and shall make full reports of its actions to the Board at the next meeting of the Board of Trustees.
(b) Committees vested with the immediate supervision of particular activities of the corporation or deemed desirable for the performance of any other function may be appointed at any time and from time to time by vote of the Board of Trustees. Each such committee shall have power and duties and such term of existence as shall be prescribed by the trustees.
VII. FUNDS AND SECURITIES
(a) All the funds and assets of the corporation, together with the net earnings thereof and income realized thereon, shall be devoted to the objects and purposes of the corporation. No member, trustee, officer or employee of the corporation or any other person shall receive or be entitled to receive under any circumstances any pecuniary profit or benefit from the operations or liquidation thereof, except as reasonable compensation for services rendered in effecting one of more of the objects or purposes of the corporation. Upon dissolution of the corporation, or any partial of entire liquidation of its property and assets, none of such property and assets shall be distributed to any member, trustee or officer of the corporation or to any other individual, but all of its remaining assets and property of every nature and description shall be paid over and transferred to any corporation or association organized and operated exclusively for educational, charitable, religious, scientific or literary purposes, no part of the net earnings of which inures to the benefit of any private stockholder or individual, as may be selected by the trustees
(b) The Board of Trustees may authorize any officer or officers, in the name of and on behalf of the corporation to enter into any contract or execute and deliver any instrument, or to sign checks, drafts or other orders for the payment of money or notes or other evidences of indebtedness, and such authority may be general or confined to specific instances; and, unless so authorized by the Board of Trustees, no officer shall have power or authority to bind the corporation by any contract or engagement or to render it pecuniarily liable for any purpose or to any amount.
(c) No loan shall be contracted on behalf of the corporation and no negotiable paper shall be issued in its name unless authorized by the vote of the Board of Trustees. When authorized by the Board of Trustees so to do, any officer of the corporation may effect loans and advances at any time for the corporation from any bank, trust company or other institution, or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other certificates or evidences or indebtedness of the corporation. Such authority may be general or confined to specific instances.
(d) All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Trustees may select, or as may be selected by any officer or officers of the corporation to whom such power may be delegated by the Board of Trustees, may endorse, assign and deliver checks, drafts and other orders for the payment of money which are payable to the order of the corporation.
VIII. FISCAL YEAR
The fiscal year of the corporation shall end on the 31st day of March each year.
IX. TRUSTEES’ ANNUAL STATEMENT
The trustees shall present at each annual meeting, and when called for, at any special meeting of the trustees, a full statement of the financial condition and all transactions of the corporations.
X. NOTICES
Whenever, under the provisions of these by-laws, notice is required to be given to any trustee or officer, it shall not be construed to be a personal notice, but such notice may addressed to such officer or trustee and given or delivered in writing by mail, facsimile or email.
Any trustee or officer may waive any notice required to be given under these by-laws.
XI. AMENDMENTS
These by-laws may be altered, amended, suspended, or replaced by a majority vote of the trustees at any annual meeting or at any special meeting called for such purposes; provided a copy of the specific alteration proposed shall have been mailed to each trustee at least five days before the meeting.
XII THE MATCHING GIFT PROGRAM
The Foundation shall annually match charitable gifts of each trustee up to $500 per charity and a limit of $1,500 per trustee, with a minimum matching gift of $250 per charity. To qualify for The Matching Gift Program, the designated charity must qualify under the Internal Revenue Service Rule 501(c)(3), and the charity should be dedicated to a purpose or cause which is consistent with the Mission Statement of the Foundation.
Last Amended February 2,1999
Wilson Foundation By-Laws
Wilson Foundation By-Laws Proposed Revision 0108