Bylaws of the Folk Arts Center of New England

Purpose. The Purpose of the Organization
Abstact. Abstract of the Articles of Organization
ARTICLE I. Articles of Organization
ARTICLE II. Fiscal Year
ARTICLE III. Membership Rules
ARTICLE IV. Meetings of Members
ARTICLE V. Directors
ARTICLE VI. Officers and Agents
ARTICLE VII. Resignations, Removals and Vacancies
ARTICLE VIII. Indemnification
ARTICLE IX. Miscellaneous Provisions
ARTICLE X. Amendments

The Purpose:

  1. To encourage an appreciation of and participation in the traditional folk arts of many cultures: dance, music, and folklore.
  2. To publicize, perform, exhibit and teach these traditional forms and to foster their development in today's culture.
  3. To act in cooperation with other groups or individuals with similar aims.
  4. To provide suitable facilities for the activities that further these aims.

Abstract of the Articles of the Organization, and the Bylaws:

Action by Consent of the Incorporator

  1. Directors may make, amend, or repeal the Bylaws.
  2. Meetings of members: Anywhere in the United States.
  3. The Corporation may be a partner in any business or enterprise it would have power to conduct by itself.
  4. The Directors shall have the power to fix their compensation. No person shall be disqualified from holding office by reason of any interest.
  5. The Corporation may exercise all the powers necessary or convenient to effect any or all of the purposes for which the Corporation was formed.
  6. No part of net earnings may be paid to its members, Directors, officers, or other private persons, except that reasonable compensation for services rendered and distributions in furtherance of its charitable and public purposes may be made. No substantial propaganda activities, no attempt to influence legislation, or participation in political campaigns may be made.
  7. Only such powers shall be exercised and activities conducted as are in furtherance of the purposes of The Folk Arts Center of New England, Inc. (hereinafter referred to as FAC or the Corporation).
  8. In event of dissolution, the net assets of FAC shall be distributed, as determined by the Board of Directors, to a state or local government for public purposes or to one or more charitable, scientific, or educational organizations which qualify under the provisions of Section 501(C)(3) of the Internal Revenue Code of 1954.

Bylaws

ARTICLE I. Articles of Organization

These Bylaws, the power of the Corporation and its Directors and members shall be subject to the provisions as set forth in the Articles of Organization and the laws of the Commonwealth of Massachusetts.

ARTICLE II. Fiscal Year

The fiscal year shall end July 31st. The date may be changed by the Board of Directors.

ARTICLE III. Membership Rules

The privileges of and types of membership and annual dues shall be determined by the Board of Directors.

ARTICLE IV. Meetings of Members

Section 1. Annual Meetings The annual meeting of the members shall be held in the first quarter of each calendar year at a time, place, and date fixed by the Board of Directors. A special meeting of the members shall be called by the Clerk, or in case of incapacity or refusal, by any other officer, upon written application of three or more members entitled to vote at the meeting.

Section 2. Special Meetings A special meeting may be called at any time by the President, or a majority of the Directors. A special meeting of the members shall be called by the Clerk, or in case of incapacity or refusal, by any other officer, upon written application of three or more members entitled to vote at the meeting.

Section 3. Place of Meeting At the principal office in Massachusetts, or at a different place in Massachusetts, or elsewhere within the United States as designated by the President or a majority of the Directors.

Section 4. Notice of Meeting A written notice of all meetings of members shall be given at least three days before the meeting.

Section 5. Quorum At any meeting of members, a quorum shall consist of one quarter of the members. If a quorum be not present the members present may adjourn to such future time as agreed on by a majority, and notice of such adjournment shall be given to members not present.

Section 6. Action by Vote A quorum being present, a majority of votes cast for election to office shall elect and a majority cast for any question shall carry except when a larger vote is required by Law, by the Articles of Organization or these Bylaws. No ballot shall be required for any election unless requested by a member present.

Section 7. Voting Members shall have one vote each.

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 members entitled to vote on the matter consent to the action in writing and the written consents are filed with the records of the meetings of members.

Section 9. Proxies No provision is made for proxy votes.

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ARTICLE V. Directors

Section 1. Powers The business of the Corporation shall be managed by a Board of Directors who shall have and may exercise all the powers of the Corporation except as otherwise reserved to the members by Law, by the Articles of Organization, or by these Bylaws. In the event of a vacancy in the Board of Directors, the remaining Directors, except as otherwise provided by Law, may exercise the powers of the full Board until the vacancy is filled.

Section 2. Enumeration, Election, and Term of Office

A. The Board of Directors shall consist of: Three Directors who are folk leaders in any form of folk arts, from any ethnic or folk revival group in the area. Six Directors who are business or professional people. Three Directors from the membership at large.

B. How elected: Folk leader and business community Directors will be nominated by members of the Board of Directors or members at large, and elected by majority vote of the Board of Directors, in the first quarter of the calendar year. One folk leader Director and two business or professional Directors will be nominated and elected in the first quarter of the calendar year by majority vote of the Board of Directors for a term of three years. Three members of the Board of Directors from the membership at large will be nominated and elected in the first quarter of the calendar year for a term of one year by the membership. The form of balloting shall be determined by the Board of Directors and announced prior to the nomination. The three candidates receiving the highest number of votes will be elected. Directors shall hold office until the expiration of their term of office and until their successors are chosen and qualified, or until he sooner dies, resigns, is removed, or becomes disqualified. No Director need be a member.

Section 3. Regular Meetings Regular meetings may be held at such times and places as the Board of Directors may fix. No notice shall be given except Directors absent when time and place are fixed shall be notified. The first meeting of the Board of Directors following the annual meeting of members may be held without notice immediately after and at the same time and place as the annual meeting of members or the special meeting in lieu thereof. If a meeting is not held at such a time and place, action may be taken at a later meeting with the same force and effect.

Section 4. Special Meetings Special meetings of the Board of Directors may be held at any time and place designated in the call of the meeting, when called by the President or the Treasurer or by two or more Directors.

Section 5. Notice Reasonable notice must be given - by mail at least 48 hours, by telegram, email, in person, or by telephone at least 24 hours.

Section 6. Quorum A quorum shall consist of a majority of Directors in office. With a quorum present, the vote of a majority shall elect to office and decide any question brought before the meeting, except where a larger vote is required by Law, by the Articles of Organization or by these Bylaws.

Section 7. Action by Consent Any action required or permitted to be taken at any meeting of the Directors may be taken without a meeting if all the Directors consent to the action in writing and the written consents are filed with the records of the meetings of the Directors. Such consent shall be treated for all purposes as a vote of the Directors at a meeting.

Section 8. Committees The Board of Directors, by majority vote, may elect from its number, or appoint from the membership, an Executive Committee or other committees and may delegate some or all of its powers except those which, by Law, or by the Articles of the Organization, or by these Bylaws may not be delegated. All members of such committees shall hold office at the pleasure of the Board of Directors. Committees shall keep records and upon request report to the Board of Directors. The Board of Directors may rescind any action of any committee, except that no rescission shall have retroactive effect. Back to the top

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ARTICLE VI. Officers and Agents

Section 1. Enumeration Qualification The officers of the Corporation shall be a President and Chairperson of the Board of Directors, a Treasurer, a Recording Secretary, a Clerk, and such other officers, if any, as the incorporator at the initial meeting, or the Directors from time to time, may elect or appoint. Agents may also be appointed by the Board of Directors. Any officer may be, but none need be, a Director or a member. The Clerk shall be a resident of Massachusetts. Any two or more offices may be held by the same person. Any officer may be required by the Board of Directors to give bond for the faithful performance of his duties to the Corporation in such amount and with such sureties as the Directors may determine. The premiums for such bonds may be paid by the Corporation.

Section 2. Powers Subject to law, the Articles of Organization and to other provisions of these Bylaws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such duties and powers as the Directors may from time to time designate.

Section 3. Election The President and Chairperson of the Board of Directors, the Treasurer, the Recording Secretary, and the Clerk shall be elected annually by the Directors at their first meeting following the members' annual meeting. Other officers, if any, may be elected or appointed by the Board of Directors at said meeting or at any other time.

Section 4. Tenure Except as otherwise provided by the Law, or by the Articles of Organization, or by these Bylaws, the officers specified in Section 3 above shall hold office until the first meeting of the Directors following the next annual meeting of the members and until their respective successors are chosen and qualified. Other officers shall hold office until the first meeting of the Directors following the next annual meeting of the members and until their respective successors are chosen and qualified, unless a different period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the Directors.

Section 5. President and Vice-Presidents The President shall be the chief executive officer of the Corporation and shall, subject to the direction of the Board of Directors, have general supervision and control of its business. Unless otherwise provided by the Board of Directors he or she shall preside, when present, at all meetings of members and of the Board of Directors. Any Vice-President shall have such powers and shall perform such duties as the Board of Directors may designate.

Section 6. Treasurer and Assistant Treasurers The Treasurer shall, subject to the direction of the Board of Directors, have general charge of the financial affairs of the Corporation and shall cause to be kept accurate books of account. He or she shall have custody of all funds and valuable documents of the Corporation, except as the Board of Directors may otherwise provide. Any Assistant Treasurers shall have such powers and perform such duties as the Board of Directors may designate.

Section 7. Clerk and Assistant Clerks The Clerk shall keep a record of the meetings of members. In the absence of the Clerk, a Temporary Clerk may be appointed by the presiding officer.

Section 8. Secretary and Assistant Secretaries The Secretary shall keep a record of the meetings of the Board of Directors. In the absence of the Secretary, a Temporary Secretary may be appointed by the presiding officer.

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ARTICLE VII. Resignations, Removals and Vacancies

Section 1. Resignations Any Director or officer may resign at any time.

Section 2. Removals Directors, including Directors elected by the Directors to fill vacancies in the Board may be removed with or without assignment of cause by vote of the majority of members entitled to vote in the election of Directors. The Directors may by vote of a majority of the Directors then in office remove any Director for any cause. The Directors may remove any officer from office with or without assignment of cause by vote of a majority of the Directors then in office. If cause is assigned for removal of any Director or officer, such Director or officer may be removed only after a reasonable notice and opportunity to be heard before the body proposing to remove him. The Directors may terminate or modify the authority of any agent or employee. Except as the Directors may otherwise determine, no Director or officer who resigns or is removed shall have any right to any compensation as such Director or officer for any period following his resignation or removal, or any right to damages on account of such removal or resignation whether his compensation be by the month or by the year or otherwise, provided, however, that the foregoing provision shall not prevent such Director or officer from obtaining damages for breach of any contract of employment legally binding upon the Corporation.

Section 3. Vacancies Any vacancy in the Board of Directors may be filled by vote of a majority of the Directors or in the absence of such election by the Board of Directors, by the members at a meeting called for that purpose; provided, however, that any vacancy resulting from action by the members may be filled by the members at the same meeting at which such action was taken by them. If the office of any officer becomes vacant, the Directors may elect or appoint a successor by majority vote of Directors present. Each such successor shall hold office for the unexpired term of his predecessor.

ARTICLE VIII. Indemnification of Directors and Others

The Corporation shall, to the extent legally permissible, indemnify any person serving or who has served as a Director or Officer of the Corporation, or at its request as a Director, Trustee, Officer, Employee or other Agent of any organization in which the Corporation owns shares or of which it is a creditor 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 in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he may be involved or with which he may be threatened, while serving or thereafter, by reason of his being or having been such a Director, Officer, Trustee, Employee or 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 action was in the best interests of the Corporation; provided, however, that as to any matter disposed of by a compromise payment by such Director, Officer, Trustee, Employee or Agent, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless:

A. such compromise shall be approved as in the best interests of the Corporation, after notice that it involves such indemnification:

  1. by a disinterested majority of the Directors then in office; or
  2. by the majority of members entitled to vote for Directors; or

B. in the absence of action by disinterested Directors or members, there has been obtained at the request of a majority of the Directors then in office an opinion in writing of independent legal counsel to the effect that such Director or Officer appears to have acted in good faith in the reasonable belief that his action was in the best interests of the Corporation. Expenses including counsel fees, reasonably incurred by any such Director, Officer, Trustee, 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 it is ultimately determined that indemnification for such expenses is not authorized under this section. The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any such Director, Officer, Trustee, Employee or Agent may be entitled. Nothing contained in this Article shall affect any rights to indemnification to which corporate personnel other than such Directors, Officers, Trustees, Employees or Agents may be entitled by contract or otherwise under law. As used in this Article the terms "Director," "Officer," "Trustee," "Employee" and "Agent" include their respective heirs, executors and administrators, and an "interested" Director, Officer, Trustee, Employee or Agent is one against whom in such capacity the proceedings in question or other proceedings on the same or similar grounds is then pending.

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ARTICLE IX. Miscellaneous Provisions

Section 1. Execution of Papers All deeds, leases, contracts, notes, release checks, drafts, and other obligations authorized to be executed on behalf of the Corporation shall be signed by the President or Treasurer except as the Directors may generally or in particular cases otherwise determine.

Section 2. Corporate Seal The seal of the Corporation, if adopted by resolution of the Board of Directors, shall be a circular die with the name of the Corporation, the word "Massachusetts" and the year of its incorporation cut or engraved thereon, or shall be in such other form as the Board of Directors shall determine.

Section 3. Corporate Records The original, or attested copies of the Articles of Incorporation, Bylaws and records of all meetings of the incorporators and members, and the membership list, which shall contain the names of all members and the record address of each, shall be kept in Massachusetts at the principal office of the Corporation, or at an office of its Clerk or of a Resident Agent. Said copies and records need not be all kept in the same office. They shall be available at all reasonable times to the inspection of any member for any proper purpose but not to secure a list of members for the selling of said list or copies thereof or of using the same for a purpose other than in the interest of the applicant as a member relative to the affairs of this Corporation.

Section 4. Evidence of Authority A certificate by the Clerk or Secretary or an Assistant or Temporary Clerk or Secretary as to any matter relative to the Articles of Organization, Bylaws, records of the proceedings of the incorporators, members, Board of Directors, or membership records or as to any action taken by any person or persons as an officer or agent of the Corporation, shall as to all persons who rely thereon in good faith be conclusive evidence of the matters so certified.

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ARTICLE X. Amendments

These Bylaws may be amended or repealed in whole or in part by the affirmative vote of a majority of members entitled to vote at any annual or special membership meeting, provided that notice of substance of such amendment is stated in the notice of such meeting. If authorized by the Articles of Organization, the Directors may make, amend, or repeal the Bylaws, in whole or in part except in respect to any provision thereof which by Law, the Articles of Organization or the Bylaws requires action by the members. Not later than the time of giving notice of the meeting of members next following the making, amending, or repealing by the Directors of any Bylaws, notice thereof stating the substance of such change shall be given to all members entitled to vote on amending the Bylaws. No change in the date fixed in these Bylaws for the annual meeting of members may be made within sixty days before the date fixed in these Bylaws, and in the case of any change in such date, notice thereof shall be given to each member in person or by letter mailed to his last known post office address at least twenty days before the new date fixed for such a meeting. Any Bylaw adopted, amended, or repealed by the Directors may be repealed, amended or reinstated by the members entitled to vote on amending the Bylaws.

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The Folk Arts Center of New England’s co-founders Conny and Marianne Taylor started their first weekly international folk dance series on Wednesdays in July 1955 at the Cambridge YWCA’s Hannum Hall in Central Square. The series switched to Thursdays the following year, then added Fridays in 1960.