NCRJ By-Laws
[Amendment: Amend these bylaws by inserting into paragraph one of section 4.1 the phrase "or as soon thereafter as is reasonably possible," after the phrase, "on the first Thursday in the month of October in each year." Adopted by the Board of Directors on 2 September 2002.]
BY-LAWS OF
THE NATIONAL CENTER FOR REASON AND JUSTICE, INC.
ARTICLE I
1.1 Name. The name of this organization shall be the National Center for Reason and Justice, Inc. (hereinafter referred to as “TNCRJ”).
article ii
purposes and goals
2.1 Purposes. The purposes and goals of TNCRJ are as follows:
1. To educate the public about the plight of low income individuals who are accused of crimes;
2. To act as a national clearinghouse for information on community crises, junk science, biased testimony and media distortions which contribute to the imprisonment of innocent individuals;
3. To provide resources for community groups that seek to support low income individuals who are wrongfully accused of criminal conduct; and
4. To act exclusively for charitable, scientific, educational, or literary purposes, as defined under Section 501(c)(3) of the Internal Revenue Code of 1954 or any equivalent law, including but not limited to, the making of grants to organizations that are exempt under said Internal Revenue Code Section 501(c)(3).
article iii
offices
3.1 Principal Office. The principal office shall be at 49 Symphony Road, #35, Boston, Massachusetts.
3.2 Other Offices. The corporation may also have offices at such other places within or without the Commonwealth of Massachusetts as the Board of Directors may from time to time determine or as the activities of the corporation may require.
article iv
annual meeting
4.1 Annual Meeting. An annual meeting shall be held at a place to be designated by the Board of Directors on the 1st Thursday in the month of October in each year, or as soon thereafter as is reasonably possible, for the purpose of electing directors and for the transaction of such other business as may come before the meeting.
4.2 Special Meetings. Special meetings of the board shall be called by the clerk wherever directed by the President, Executive Director or when requested in writing by a majority of the directors.
4.3 Notice of Meetings. Written or printed notice stating the place, day and hour of any meeting shall be delivered either personally or by mail to each member of the Board not less than five (5) days before the date of the meeting, by or at the direction of the president, the clerk, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or by these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice.
article v
board of directors
5.1 Election of the Board of Directors. TNCRJ shall have a Board of Directors (hereinafter referred to as “the Board”) consisting of at least three (3) members. The Board may increase its membership as it sees fit.
Each member of the Board shall serve for two (2) years, and shall be eligible for re-election. A Director elected for the purpose of increasing Board membership shall serve for a term determined by the Board.
In the election of the Board, the individuals receiving the majority of votes shall be elected. Only a single vote shall be cast by a Director for any individual. If there is a tie vote, the Board shall resolve the tie. Elected directors shall assume their responsibilities immediately after the results of the election are known.
5.2 Meetings of the Board. The Board hall meet at such time and place as shall be designated by the Board, but shall meet at least one (1) time per year.
Special meetings of the Board may be held at such times and places as may be determined by members of the Board. Special meetings may be called by the President or any one (1) member of the Board upon written petition to the Clerk of the Corporation at the Corporation’s offices.
5.3 Notice of Meetings. Written or printed notice stetting the place, day and hour of any meeting shall be delivered either personally or by mail to each director not less than five 95) days nor more than thirty (30) days before the meeting date, by or at the direction of the president, the clerk, or the officers or directors calling the meeting. In the case of a special meeting or when required by statute or these bylaws, the purpose(s) for which the meeting is called shall be stated in the notice.
5.4 Quorum And Voting Procedures, Fifty (50%) percent of the directors shall constitute a quorum for voting purposes. When a quorum is present, the vote of the majority of the directors shall decide any question brought before such a meeting except where a larger vote is required by law or these Bylaws.
In order to vote, Board members must personally attend a meeting, or may designate, in writing, a representative who may substitute for him or her and cast his/her vote at the meeting.
Any action which may be taken at a meeting of the Board may be taken without a meeting if seventy-five (75%) percent of the directors consent to the action and said consents are filed with the records of the meetings of the Board. Such consents shall be considered a vote at a meeting. Any absent Board member must notify the Executive Director or the Clerk of said consent prior to the meeting.
All members of the Board shall have one (1) vote unless otherwise authorized by the Board.
5.5 Powers and Duties of the Board. The Board shall have the following powers and duties:
a. To consider and facilitate policy directions for TNCRJ in accordance with the purposes of these Bylaws, and to direct and assure a program necessary to carry out these purposes;
b. To oversee and assure compliance of all programs and financial reporting required by funding sources and state, local and federal agencies;
c. To establish committees as the need may arise which committees shall exist at the pleasure of the Board and shall have only the powers specifically granted by the Board;
d. To establish personnel policies for hiring and dismissing staff.
e. To exercise all other powers of the corporation as conferred by law or by these Bylaws.
5.6 Vacancies, Resignations, And Removals. In the case of a resignation or vacancy, a Nomination Committee may recommend a successor who can be approved by a majority of the remaining directors for the remaining unexpired term of said director.
Any director may resign by giving written notification to the president or the clerk. Any director may be removed, with cause, by a vote of two-thirds (2/3) of the remaining directors, after notice of the removal has been given to that director with the specific purpose for removal stated.
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officers of the board
6.1 Election of Officers. The officers of the corporation shall be chosen by the Board from Board members and shall include a President, a Clerk, and a Treasurer. These officers hall be chosen by a majority vote of the Board and shall serve for a term of two (2) years, concurrent with that part of their term as a director, or until successors have been elected. Officers may succeed themselves. Said offices shall be known as the Executive Committee.
6.2 Powers and Duties. The Executive Committee may exercise all powers of the Board during the interim between meetings of the Board. Each officer shall have such powers as are commonly incident to her/his office, and such power as the Board may from time to time designate. Decisions may be made by any form of communication, including telephone.
6.3 Vacancies, Resignations And Removals. Any vacancy among the officers of TCNRJ may be filled by the Board. Officers elected to fill any vacancy shall hold office until the next annual election of the Board, or until their successors have been elected.
Any officer may resign by serving written notice to the President or clerk.
Any officer shall be removed from office, with cause, by a vote of two-thirds (2/3) majority of the Board. An officer may be removed for good cause only after reasonable notice and opportunity to be heard before the Board proposing to remove her or him.
6.4 President. The President shall preside at all meetings of the Board of Directors, when present. The President shall have such usual powers and duties customarily belonging to the offices of the President, and shall have such other powers and duties as the Board may from time to time designate. S/he shall report to the Annual Meeting on the activities of the Corporation.
6.5 Clerk/Secretary. The clerk will keep a true record of all meetings of the Board of the TNCRJ and of the Annual Meeting. The clerk will inform the members of the Board of the time and place of each Board meeting.
6.6 Treasurer. The treasurer shall have general charge of the corporation’s financial affairs, under the direction of the Board. The treasurer shall report the financial condition of TNCRJ to the Board at least annually at the Annual meeting, and at such other times as they may request.
article vii
advisory committee
7.1 Advisory Committee. The Board may establish an Advisory Committee or such other title as they deem appropriate, to further the goals of TNCRJ. Such committee shall serve at the call of the Board and shall be chaired by the President of the Board or his/her designee. Terms shall be for two (2) years and members serve solely at the pleasure of the Board. Advisory Committee members will receive timely notice of Board meetings and actions taken therein. The Board and Executive Committee shall consult regularly with members of the Advisory Committee concerning establishment of corporation policy and implementation of the corporation’s program.
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amendments
8.1 Amendments. These bylaws may be amended by the affirmative vote of two thirds (2/3) of the members of the Board of Directors present and voting at any meeting of the Board, provided that notice of the substance of the proposed amendment is given in the call for the meeting. Such notice must be given at least two (2) weeks prior to the meeting.
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checks, contracts and other instruments
9.1 Checks, Contracts And Other Instruments. All checks drawn on bank accounts of the Corporation shall be signed on its behalf by the president or the Treasurer of the corporation or by such officers, agents, employees or staff persons, as the Board may designate.
9.2 The Board may authorize any officer in the name of or on behalf of TNCRJ to enter into any contract or execute under corporate seal and deliver any deed, note, or other instrument, and such authority may be general or confined to specific instances. Unless so authorized, no officer shall have the power or authority to bind the corporation by any such contract or instrument or to render it financially liable for any purpose or to any amount.
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conflict of interest
10.1 Conflict of interest. TNCRJ may enter into a contract or other transaction with any member or officer of TNCRJ or any corporation, firm or association of which s/he may be a director, officer, stockholder, or be a party to or have an interest in, pecuniary or otherwise, provided that the nature and extent of his/her interest was disclosed to, or known by, the entire Board before acting on such contract or transaction, and provided that no fraud was present.
Any Director of TNCRJ, officer, stockholder or member or any corporation, firm, or association with which TNCRJ proposes to contract or transact any business, or who has an interest, pecuniary or otherwise, in any such contract or transaction, may not participate in the vote to authorize any such contract or transaction, except in the case of any contract or transaction between TNCRJ and any other corporation controlling, controlled by, or under common control with TNCRJ.
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indemnification of directors
11.1 Indemnification of Directors. TNCRJ shall indemnify any and all persons who may serve as directors against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon such directors in connection with any legal proceeding in which they may become involved, by reason of their having acted on behalf on TNCRJ in any activity authorized by TNCRJ. Such indemnification shall include payment by TNCRJ of expenses incurred in defending a civil or criminal action or proceeding upon receipt of an understanding by the person indemnified to repay such payment in s/he shall be adjudicated not to have acted in good faith in the reasonable belief that his/her action was in the best interest of TNCRJ. The term “directors” as used herein shall include the heirs, executors, and administrators of such directors. The foregoing right of indemnification shall be in addition to, and not exclusive of all other rights to which such directors shall be entitled.
Indemnification of other employees or agents of TNCRJ may be provided to the extent authorized by the directors, subject to the same limitation with respect to good faith as is herein imposed on the indemnification of the directors.
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executive director
12.1 Executive Director. The Board may hire an Executive Director who shall be responsible for carrying out the policies and directions which the Board establishes. The Executive Director may have full authority over day-to-day operations including hiring, firing and supervision of staff; approval of operating expenses; establishment and supervision of internal administrative procedures; in addition to any other duties or powers normally that of an Executive Director or which the Board may delegate. The Executive Director shall report on the corporation’s affairs at each regularly scheduled Board meeting.
12.2 Removal and Resignation. The Executive Director may be removed by a two-thirds (2/3) vote of the Board. S/he may resign at any time by delivering a written resignation to the president.
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dissolution
13.1 Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law), as the Board of Directors shall determine.
aMended 2 September 2002
