BY LAWS OF THE MYRICKS AIRPORT FOUNDATION
REV 6, November 10, 2016
The Foundation shall have no members.
BOARD OF DIRECTORS
Section 2.1. General Powers; Number; Tenure. The business and affairs of the Foundation shall be managed by its Board of Directors, which may exercise all powers of the Foundation and perform all lawful acts and things for and on behalf of the Foundation. The Foundation shall have a Board of Directors consisting of at least three (3) and no more than eleven (11) as determined by the Board of Directors.
Section 2.2. Eligibility to Serve as a Director. The Foundation directors shall determine the manner of obtaining qualified applicants for the director positions and the procedures for screening and selecting the successful candidates.
Section 2.3. Vacancies. Any vacancy occurring in the Board of Directors for any cause other than by reason of an increase in the number of directors may shall be filled by a majority vote of the directors.
Section 2.4. Removal; Resignation.
(a) Except as otherwise provided by law or the Articles of Incorporation, the Foundation’s Board of Directors may remove any director, by a majority vote, at any time with or without cause.
(b) Any director may resign at any time by giving notice to the Board of Directors. Unless otherwise specified in such notice, a resignation shall take effect upon delivery thereof to the Board of Directors. It shall not be necessary for a resignation to be accepted before it becomes effective.
Section 2.5. Compensation. Directors shall not be entitled to compensation for their services as directors but shall be entitled to receive from the Foundation reimbursement for any reasonable expenses incurred in performing services for the Foundation.
Section 2.6. Attorney and Accountant. The Board of Directors may hire or contract with an attorney experienced in foundation matters to serve the Foundation directors as legal counsel. Similarly, the Board of Directors may hire or contract with an accountant and a financial adviser to serve the Foundation directors.
Section 2.7. Foundation Administrator. The Board of Directors may hire a Foundation Administrator to oversee and conduct theoperations of the Foundation. The Administrator will report to the and serve the Board of Directors.
Section 2.8 Foundation Bylaws. The Bylaws of the foundation may be amended or revised with majority vote of the Board of Directors.
MEETINGS OF DIRECTORS
Section 3.1. Place of Meetings. The Board of Directors may hold meetings, regular or special, either within or outside the State of MA or by electronic means.
Section 3.2. Directors Meetings. Meetings may be held by telephone, internet, email or similar electronic means. Meetings may be held at the call of the Chairman or a majority of the Board of Directors. Such notice shall state the purpose of the meeting. Special meetings may be held by electronic means where all directors can communicate with all others, and participation by such means shall be conclusively deemed to constitute presence in person at such meeting.
Section 3.4. Quorum; Adjournments. At all meetings of the Board of Directors, a majority of the directors then in office shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law or the Articles of Incorporation.
Section 3.5. Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken if a written or electronic notice of such action is provided to members of the Board of Directors, and such action is filed with the minutes of the proceedings of the Board of Directors.
OFFICERS OF THE
BOARD OF DIRECTORS
Section 4.1. Executive Officers; Election. Officers of the will serve the Foundation to two (2) year terms, and such officers may be elected to the same office or multiple offices for consecutive terms so long as they continue to serve on the Board of Directors.
Section 4.2. Terms of Office. The officers of the Foundation shall accede to their positions at or near the beginning of each year. Any officer may resign at any time upon written or electronic notice to the Board of Directors.
Section 4.3. Powers and Duties of Officers. The officers of the Foundation shall have such powers and duties in the management of the Foundation as may be prescribed by the Foundation and, to the extent not provided herein, as generally pertain to their respective offices, subject to the control of the Board of Directors.
Section 4.4. Offices of the Foundation.
(a) Chairman. The President of the Association shall be the Chairman of the Foundation’s Board of Directors. The Chairman shall preside at all meetings of the Board of Directors and perform other duties usually pertaining to the office. He may appoint members of the Board of Directors to committees. Should the office of Chairman become vacant during the term, it will be filled by majority vote of the board of directors.
(b) Secretary. The Secretary shall record all voting and actions taken by the Board of Directors and insure that a permanent record thereof is maintained at the Foundation’s records. Such records will be in electronic format.
(c) Treasurer. The Treasurer shall cause adequate books of account and records to be maintained of all financial transactions. In conjunction with the Association President who will be the forthcoming year’s Foundation Chairman, he shall prepare an annual budget for submission to the Board of Directors at the annual meeting which will serve as a guide and not necessarily limit the use of funds for worthy causes arising during the year. He shall prepare a annual financial report reflecting the results of the fiscal year’s activity and the current condition of assets, liabilities, and capital. The Treasurer shall supervise the Foundation Administrator’s transfers of liquid assets between the Foundation checking account and any savings or investment liquid account to obtain the best financial condition, consistent with the need for funds for grants, operating expenses, and other expenses.
Section 5.1. Indemnification. The corporation shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as a director, director or officer of the corporation or of any of its subsidiaries, or who at the request of the corporation may serve or at any time has served as a director, director or officer of, or in a similar capacity with, another organization or an employee
benefit plan, against all expenses and liabilities (including counsel fees, judgments, fines, excise taxes, penalties and amounts payable in settlements) reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or other proceeding, whether civil, criminal, administrative or investigative, in which such person may become involved by reason of 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, the proceeding was authorized by the corporation or the proceeding 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 was in the best interests of the corporation or, to the extent such matter relates to service with respect to any employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan; and provided, further, that as to any matter disposed of by a compromise payment by such person, pursuant to a consent decree or otherwise, the payment and indemnification thereof have been approved by the corporation, which approval shall not unreasonably be withheld, or by a court of competent jurisdiction. Such indemnification shall 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 section, 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 shall be deemed to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation if he acted in good faith in the reasonable belief that his 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 had a fiduciary duty.
Where indemnification hereunder requires authorization or approval by the corporation, such authorization or approval shall be conclusively deemed to have been obtained, and in any case where a director of the corporation approves the payment of indemnification, such director shall be wholly protected, if:
(i) the payment has been approved or ratified (1) by a majority vote of a quorum of the directors consisting of persons who are not at that time parties to the proceeding, or (2) by a majority vote of a committee of one or more directors who are not at that time parties to the proceeding and are selected for this purpose by the full board (in which selection directors who are parties may participate); or
(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 vote of the directors or in the manner specified in clauses (1) or (2) of subparagraph (i); or
(iii) the payment is approved by a court of competent jurisdiction; or
(iv) the directors have otherwise acted in accordance with the applicable legal standard of conduct.
Any indemnification or advance of expenses under this section shall be paid promptly, and in any event within 30 days, after the receipt by the corporation of a written request therefor from the person to be indemnified, unless with respect to a claim for indemnification the corporation shall have determined that the person is not entitled to indemnification. If the corporation denies the request or if payment is not made within such 30-day period, the person seeking to be indemnified may at any time thereafter seek to enforce his or her rights hereunder in a court of competent jurisdiction and, if successful in whole or in part, he or she shall be entitled also toindemnification for the expenses of prosecuting such action. Unless otherwise provided by law, the burden or proving that the person is not entitled to indemnification shall be on the corporation.
The right of indemnification under this section shall be a contract right inuring to the benefit of the directors, officers and other persons entitled to be indemnified hereunder and no amendment or repeal of this section shall adversely affect any right of such director, officer or other person existing at the time of such amendment or repeal.
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 indemnification provided hereunder may, to the extent authorized by the corporation, apply to the directors, officers and other persons associated with constituent corporations that have been merged into or consolidated with the corporation who would have been entitled to indemnification hereunder had they served in such capacity with or at the request of the corporation.
The right of indemnification under this section shall be in addition to and not exclusive of all other rights to which such director, officer or other persons may be entitled. Nothing contained in this section shall affect any rights to indemnification to which corporation employees or agents, other than directors, officers and other persons entitled to indemnification hereunder, may be entitled by contract or otherwise by law.
Section 5.2. Fiscal Year. The fiscal year of the Foundation shall be from January 1 through December 31st of each year.
Section 5.3. Amendments .Except as otherwise provided herein, these bylaws or the Foundation’s articles of incorporation may be amended or repealed and new bylaws (or amended articles of incorporation) may be adopted by the affirmative vote of a majority of the directors then holding office at any regular or special meeting of the Board of Directors at which a quorum is present, provided that at least ten (10) days of notice is given of intention to alter, amend, repeal or adopt new Bylaws (or articles of incorporation) at such meeting.
Section 5.5. Books and Records. The Foundation shall keep correct and complete books and records and shall also keep minutes of the proceedings of the Board of Directors having any of the authority of the Board of Directors. The books, records and papers of the Foundation shall be available at all times on electronic media. The electronic media shall be stored on a suitable servers accessible to all directors. Paper documentation and records are neither required nor desired.
Section 5.6 Contracts
The directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of Myricks, and such authority may be general or confined to specific instances.
Section 5.7 Loans
No loans shall be made by Myricks to its directors or officers.
Section 5.8. Policies and Procedures. The Board of Directors will establish the policies and procedures necessary for the effective and efficient operation of the Foundation.