ISM – Greater Boston, Inc.

The Association for Supply Professionals

 

                                                                               

     Bylaws

ISM - Greater Boston, Inc.

 

    July 2018

 

BYLAWS

 

ARTICLE I

NAME AND LOCATION

 

Section 1.  Name. The name of this Association shall be the Institute for Supply Management - Greater Boston, Inc., a nonprofit corporation organized and existing by virtue of the laws of the Commonwealth of Massachusetts (hereinafter referred to as “ISMGB”).

 

Section 2.  Location. The principal office of ISMGB shall be located in Concord, Massachusetts or in such other localities as may be determined by the Board of Directors.

 

ARTICLE II

PURPOSE

 

Section 1.  Purpose.  ISMGB is a nonprofit corporation organized and operated not for pecuniary profit, but exclusively for educational purposes within the meaning of Section 501 (c)3 of the Internal Revenue Code and in this connection, the purposes for which ISMGB shall be organized and operated are as follows:

 

(a)        To encourage, foster, promote, sponsor, and advance the development of education and educational programs in the field of purchasing and supply management and all the subjects related thereto in the Greater Boston and Rhode Island areas.

 

(b)        To establish, develop, conduct and make available educational opportunities for the benefit of the general public and members of ISMGB on the subject of purchasing and supply management and all subjects related thereto.

 

(c)        To conduct, sponsor and encourage research and study in the field of purchasing and supply management and all subjects related thereto.

 

(d)        To enable the exchange of information, a better public understanding of purchasing and supply management and all subjects related thereto in the Greater Boston and Rhode Island areas.

 

(e)        To be affiliated with the Institute for Supply Management, Inc. and other associations or organizations interested in the field of purchasing and supply management and all subjects related thereto, and to cooperate, collaborate and exchange information by all lawful means with such associations, institutions, and organizations.

 

(f)        To do any other act or thing incidental to or connected with the foregoing purposes or in advancement thereof and not for the pecuniary profit or financial gain of its members, directors or officers, except as otherwise permitted by the laws of the Commonwealth of Massachusetts.

    

In the accomplishment of these purposes, it shall be the policy of ISMGB to comply at all times with all existing and future laws, including the antitrust laws and in furtherance of this policy, no activity or program shall be sponsored or conducted by or within ISMGB which in any manner whatsoever shall represent or be deemed a violation of any existing or future law.

    

ARTICLE III

AFFILIATION WITH ISM

 

SECTION 1.   General.  ISMGB shall be affiliated with the Institute for Supply Management, Inc. (hereinafter referred to as “ISM”) and the Bylaws of ISMGB, including all Amendments thereto, shall be maintained in general consistency with the Bylaws of ISM.

 

SECTION 2.   Conditions of Affiliation.  ISMGB shall be obligated as a condition of affiliation with ISM to comply with the following:

 

(a)        To be incorporated as a nonprofit corporation in accordance with the laws of the Commonwealth of Massachusetts and to be validly existing and in good standing during the period of its affiliation with ISM.

 

(b)        To cause these Bylaws to conform at all times with the ISM Bylaws and ISM Policy, including without limitation, the provisions hereof with respect to the purposes of ISMGB and eligibility for membership.

 

(c)        To participate as needed in  questions concerning eligibility for membership in ISMGB and ISM in a fair and impartial manner in accordance with procedures established from time to time by ISMGB.

 

(d)        To comply at all times with ISM Policy as it may be adopted from time to time by the ISM Board of Directors including without limitation, the ISM Statement of Antitrust Policy and Guide For Antitrust Compliance.

 

(e)        To obtain approval of ISM as required with respect to any proposed amendments to these Bylaws.

 

SECTION 3.   Suspension or Termination of Affiliation.  ISMGB affiliation with ISM may be suspended by the ISM Board of Directors for violation of or failure to comply with the ISM Bylaws, including specifically, but without limitation, provisions respecting payment of dues, eligibility of members and observance of ISM policies as may be adopted by the ISM Board of Directors from time to time. Any charge of violation or failure to comply under this Section shall be first presented to ISM. If ISM shall determine that the charges are well founded, after ISMGB has been given reasonable notice of such charges and an opportunity to present a defense to the same, the charges shall be referred to the ISM Board of Directors for action together with the recommendations of ISM. If ISMGB is suspended or terminated it may be reinstated by the ISM Board of Directors at any time subsequent to such suspension or termination upon a proper showing of good cause to justify a reinstatement of affiliation with ISM.

 

ARTICLE IV

MEMBERSHIP

SECTION 1.  Regular Members.  A person shall be eligible to be a Regular member of the Association who satisfies the eligibility requirements of a Regular member of an Affiliated Association as defined by ISM, as amended from time to time.  Regular members of this Association shall have the right to cast one vote on all questions which require a vote of the Regular members of this Association other than those Regular members who, pursuant to the ISM Bylaws, as amended from time to time, do not have voting rights. 

SECTION 2.  Dues-free Members.  Dues-free members include:

 

(a)        Academic Members. A person with a full-time appointment as a teacher, research specialist, department head, director or dean of a college, university, other academic institution whose academic responsibility includes supply management or other related fields or subjects. Academic members are Regular voting members.

 

(b)        Student Members. An undergraduate or graduate student enrolled full-time in an accredited community college or four-year college or university may receive all the benefits of membership in ISM and ISMGB, and shall not be required to pay dues. Student members are Regular non-voting members and will be required to pay the charge for each dinner attended.

 

(c)        Special Membership Extension. Membership will be extended up to an additional

12 months without requiring payment of ISM dues for persons who have been a member of ISM and are unemployed for six months, excluding first-time membership applicants, provided that ISMGB also waives the affiliate dues. Dues free membership will be extended to those members serving in full- time active military duty for the length of their service, provided that ISMGB also waives the affiliate dues. They are Regular voting members.

 

(e)        Life member per Section 1 Paragraph (i).

 

SECTION 3.  Associate Members.  A person who satisfies the eligibility standards of

Article IV, Section 1.  Associate Members are voting members of ISMGB only, and are due all the rights and benefits of ISMGB. 

 

SECTION 4.

Non-voting Membership.   ISMGB shall have the following non- voting membership classes which shall not represent Regular membership in ISM nor entitle any member of such class to hold office in ISMGB, nor to serve as Chair of ISMGB's Committees:

 

(a)        Student Members are Regular non-voting members as described in Section 3 (b)

of this article.

 

SECTION 5.  Admission of Members.  Admission of all applicants for membership in

ISMGB shall be in accordance with the following procedures:

 

(a)        The application for membership shall be managed by ISM.

 

(b)        Membership is vested in the individual and is not transferable.

 

SECTION 6.  Denial of Membership. ISMGB has the right to deny membership to any applicant who fails to satisfy the eligibility requirements for any class of membership according to ISMGB Bylaws Article IV, Membership, Sections 1, 2, 3, and 4.  Denial of membership shall occur only after the applicant has been advised of the proposed denial of membership and has been given an opportunity to submit proof in support of eligibility for membership in the association.  An applicant denied Regular membership in ISMGB may appeal to the ISM Affiliate Support Department. Except for rare and extraordinary circumstances, the decision of the Affiliate Support Department concerning denial of Regular membership will be final and binding and will not be considered by the ISM Board of Directors.

 

SECTION 7.  Expulsion of Members.  ISMGB shall have the right to expel a member of any classification from membership in ISMGB for nonpayment of dues or for violation of the provisions of these Bylaws, the ISM Bylaws, the ISM Policies, the ISM Policy Manual for Special Interest Groups and Forums, the ISM Standards of Conduct or such other statements of policy as may be adopted by ISMGB or the ISM Board of Directors from time to time.

 

Expulsion for any reason other than nonpayment of dues shall occur only after the member has been advised of the proposed expulsion, and the reasons therefore, and has been given an opportunity to submit proof in support of continued membership in ISMGB. A member expelled from membership in ISMGB shall be given written notice of such expulsion and shall be advised in writing that he or she may appeal the action taken by ISMGB to ISM by filing a notice of intent to appeal to ISM.

 

Upon receipt of a timely filed notice of appeal, ISM shall consider the appeal and shall allow the expelled member the opportunity to submit proof in support of continued membership in ISMGB. The decision of ISM concerning expulsion of a non-voting member shall be final and binding.

 

A member expelled for any reasons other than nonpayment of dues shall forfeit any dues paid beyond the date of expulsion.

 

SECTION 8.  Reinstatement.  A former member of ISMGB, whether a resigned or expelled member desiring reinstatement of membership, may be reinstated as a member of

ISMGB upon showing proof of eligibility and paying all current year's dues less any forfeited under Section 8 above (and an administration fee or similar charge may be imposed by ISMGB from time to time).

 

The procedure for an appeal of an adverse determination to reinstate a former member shall be the same as provided in Section 6 of this Article, provided, however, an appeal to reinstate membership may not be taken in the same calendar year in which an appeal has been decided by ISM concerning the expulsion of the same member seeking reinstatement.

 

SECTION 10.  Resignation.  Any member of ISMGB may resign by filing a written resignation with ISM, but such resignation shall not release the member so resigning of the obligation to pay any dues or other charges theretofore accrued but unpaid.

 

SECTION 11.  Transfer of Membership.  Membership in ISMGB shall be vested in the individual member of ISMGB, and cannot be transferred or assigned to any other person by such member.

 

ARTICLE V

DUES AND ADMINISTRATIVE CHARGES

 

SECTION 1.  Amount. The amount of annual dues for Regular members, Associate members, and each class of non-voting members of ISMGB shall be determined from time to time by the Board of Directors of ISMGB. Annual dues for Regular members of ISMGB shall include an amount equal to the annual dues in effect from time to time for membership in ISM.

 

SECTION 2.  Payment.  Dues for Regular and non-voting members in ISMGB shall be assessed on a calendar year basis and shall be payable in advance of or on January 1st each year. Members elected to membership in the Association at any time during a calendar year shall be required to pay a proportionate amount of the annual dues in effect at the time of their election to membership which amount shall be payable commencing on the first of the month for the month in which they are elected to membership in ISMGB.

 

SECTION 3.  Nonpayment of Dues.   A member of ISMGB whose dues are sixty (60) days in arrears may be expelled from membership in the Association and ISM upon notice by ISMGB to such member, such expulsion to be effective upon the date of such notice. A member expelled from membership for nonpayment of dues may be reinstated upon full payment of all delinquent dues (plus payment of an administrative fee or similar other charge which may be required from time to time by ISMGB).

 

SECTION 4.  Schedule of Dues.  ISMGB shall cause each member to be notified of the Association on or before December 1st of each year an invoice for the annual dues payable for that category of membership for the coming membership period. Membership

dues are payable in advance. (The mailing of the schedule of dues described in this Section shall not preclude ISMGB from causing a change in the amount of any dues set forth

on such calendar year provided such change is made effective on or after the date such change in dues is approved by ISMGB in accordance with these Bylaws).

 

ARTICLE VI

BOARD OF DIRECTORS

SECTION 1.  Authority and Responsibility.  The governing body of ISMGB shall be the Board of Directors. The Board of Directors shall have general charge, management and control of the affairs, funds and properties of ISMGB and, subject to the provisions of these Bylaws and any contrary statement of policy enacted by vote of the members of ISMGB, shall have authority to take such action in matters of policy and procedure as, in its judgment, will best promote the interests and welfare of the Association, including authority to promulgate, amend or rescind in whole or in part all statements of ISMGB policy as they may exist from time to time.

 

SECTION 2.  Membership.  The Board of Directors shall consist of the President, Vice President - Professional Development, Vice President - Membership, Vice President – Finance and Treasurer, Clerk/Secretary and not less than (5) and not more than (8) Directors, one of whom shall be the Immediate Past President. 

 

SECTION 3.  Election.  Officers and Directors shall be elected by voting members of ISMGB at their annual meeting, or any other meeting, in accordance with Article VII hereof.

 

SECTION 4.  Term of Office.   Officers and Directors shall be elected to serve two (2) years.  Assumption of office shall take place after the close of the Annual Meeting, and continue until the close of the Annual Meeting the following year.

 

A member of the Board of Directors may be removed for cause by a vote of the majority of the members of the Board of Directors.  For purposes of this Section, “for cause” shall mean misfeasance or nonfeasance in this office.

 

SECTION 5.  Vacancies.   Vacancies in the Board of Directors shall be filled for the unexpired term thereof, by vote of the remaining members of said Board from candidates selected by the Board Members.

 

In the event of a vacancy in the office of President or Vice President, resulting from death, resignation, disqualification or permanent inability to serve, the position will be filled through succession as listed in Section 2 above.

 

SECTION 6.  Meetings.   The Board of Directors shall meet as frequently as necessary, but not less than four (4) times per year, to transact association business.  Meetings may be called by the President, Officers, or by any five or more Directors of the intention to hold such a meeting. 

 

The office of any Board member or Officer shall be deemed to have been vacated if that Board member or Officer shall not be present for at least 60% of the Board meetings or shall be absent for three consecutive meetings. Upon a vote of the Board of Directors that office may then be filled according to Section 5 above.

 

SECTION 7.  Authority to Act Without a Meeting.   Except as otherwise provided in these Bylaws, the Board of Directors may upon initiative of the President, take any action without a meeting that it might take at a meeting duly held. An email requiring votes will take the place of a meeting.

 

SECTION 8.  Board Action by Conference Call.   Any one or more members of the Board of Directors or of any committee thereof, may participate in a meeting of the Board of Directors or committee by means of a conference telephone or similar equipment which enable all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at such a meeting.

 

SECTION 9.  Quorum and Voting.  At all meetings of the Board of Directors, a quorum necessary for the transaction of business shall be a majority of all of the Board of Directors.  Except as otherwise provided in these Bylaws, the vote of a majority of the Board of Directors present at the time of a vote, if a quorum is present at such a time, shall be the act of the Board of Directors.

 

Voting rights of a member of the Board of Directors shall not, under any circumstances, be delegated to another nor exercised by proxy except as provided in Section 7 of Article VII.  Members of the Board of Directors have a duty to vote upon all matters before the Board in a fiduciary capacity as required under the law of the Commonwealth of Massachusetts which will promote the interests and welfare of the Association and its membership as a whole.  Accordingly, any action or vote taken by any group, council, or other organizational body of ISMGB shall not be binding on any member of the Board of Directors.

 

SECTION 10.  Executive Committee.   The Board of Directors at any regular meeting, or at a special meeting called for the purpose, may appoint an Executive Committee of the Board of Directors.  The Executive Committee will consist of the President, Vice President -Professional Development, Vice President - Membership, Vice President – Finance and Treasurer, the Immediate Past President, and the Clerk/Secretary.  The Executive Committee will be presided over by the President who will call the meetings of the Executive Committee, designating the time and place and the matters to be discussed and acted upon.  The Executive Committee shall have the authority, as directed by the Board of Directors, to act on the business and administrative matters in place and stead of the Board of Directors between meetings of the Board of Directors, except those specifically reserved to the Board of Directors by these Bylaws.  Actions of the Executive Committee shall be reported to the Board of Directors for ratification at the next Board meeting.

 

ARTICLE VII

OFFICERS

 

SECTION 1.  Officers.   The Officers of ISMGB shall be the President, Vice President -

Professional Development, Vice President - Membership, and, Vice President – Finance and Treasurer, Clerk/Secretary, and any other Directors elevated to the title of Vice President.

 

SECTION 2.  Election.  The Officers shall be elected by the Regular members of

ISMGB at their Election Meeting held in accordance with Article XI hereof.  All Officers shall serve and perform the duties of their office until their successors have been duly elected or appointed, as the case may be, and assume office in accordance with these Bylaws.

 

SECTION 3.  Duties of President.  The President shall be Chief Executive Officer and Chairman of the Board of Directors and shall exercise general supervision over the executive affairs of ISMGB. He or she shall preside at all meetings of the ISMGB membership and of the Board of Directors and shall be a member, ex-officio, of all committees. The President shall have, in addition, the duties made incumbent upon the office by any other provision of these Bylaws and which may be assigned by the Board of Directors.

 

SECTION 4.  Term of Office of President.   The term of the office of the President shall commence at the close of the Annual Meeting next following his or her election and shall terminate at the close of the Annual Meeting next following and upon qualification and assumption of office by his or her successor, provided however, if a successor has not been duly elected or fails to assume office, the President shall continue to serve until a successor has been duly elected and assumes office.

 

SECTION 5.  Qualifications of President.   The President must be a resident of the United States. The President must also qualify to be bonded.

 

SECTION 6.  Alternate to the President.   In the event of the temporary inability of the President to perform duties of office, resulting from illness or any other cause, the Board of Directors shall promptly elect an alternate from its own number to serve until the President shall be able to resume the duties of office.  Balloting shall be conducted in accordance with Section 5 of Article VII.  The election may be held at a regular or special meeting of the Board of Directors.

 

SECTION 7.  Vacancy in the Office of President.   In the event of a vacancy in the office of President resulting from death, resignation, disqualification, or permanent inability to serve, the Board of Directors shall promptly elect a successor from its own number for the unexpired term.  The Balloting shall be conducted in accordance with Section 5 of Article VII.  The election may be held at a regular or special meeting of the Board of Directors.

 

SECTION 8.  Immediate Past President.   The President of ISMGB at the conclusion of his or her term of office, shall immediately succeed to the office of Immediate Past President, which office shall have the powers and duties set forth in Section 9 of this Article.

 

SECTION 9.  Duties of Immediate Past President.   It shall be the duty of the Immediate Past President to serve as a Director and to provide counsel and advice to the President and the Board of Directors as they may request.

 

SECTION 10.  Term of Office for Immediate Past President.  The term of office for the Immediate Past President shall commence at the close of his or her term as President and shall terminate at the close of the Annual Meeting next following and upon qualification of his or her successor.  In the event of a vacancy in the office of Immediate Past President resulting from death, resignation, disqualification, or permanent inability to serve, the office shall remain vacant for the unexpired term and until the then President of ISMGB concludes his or her term of office and succeeds to the office of Immediate Past President in accordance with Section 8 of this Article.

 

SECTION 11.   Vice President – Finance and Treasurer.  In addition to the duties described in Section 11 of this Article, and as outlined below, the Vice President – Finance and Treasurer shall perform such other duties which may be assigned by the ISMGB Board of Directors.

 

  • To be responsible for directing investment recommendations and for the purchase

 and sale of investments as determined by the Board of Directors in accordance with

 Section 4 of Article IX.

 

  • To review and recommend to the Board of Directors the annual budget for ISMGB with responsibility to maintain expenses of ISMGB within the limits of the approved budget.

 

  • The President shall approve all disbursements, except that in his or her absence, such disbursements may be approved by a designated Director.

In the event of a vacancy in the office of Vice President – Finance and Treasurer resulting from death, resignation, disqualification or permanent inability to serve, the President shall be authorized to appoint a successor to perform any of the duties of the respective office until an appointment is approved by the Board of Directors.

 

SECTION 12.   Vice President – Professional Development.  In addition to the duties described in Section 12 of this Article, and as outlined below, the Vice President – Professional Development shall perform such other duties which may be assigned by the ISMGB Board of Directors.

 

  • To be responsible for the programing offered to the membership of ISMGB including visioning and coordination of all meetings and events.

 

In the event of a vacancy in the office of Vice President – Professional Development resulting from death, resignation, disqualification or permanent inability to serve, the President shall be authorized to appoint a successor to perform any of the duties of the respective office until an appointment is approved by the Board of Directors.

 

SECTION 13.   Vice President – Membership.  In addition to the duties described in Section 13 of this Article, and as outlined below, the Vice President – Professional Development shall perform such other duties which may be assigned by the ISMGB Board of Directors.

 

  • To be responsible for managing membership data, onboarding new members, and responding to inquiries.

 

In the event of a vacancy in the office of Vice President – Membership resulting from death, resignation, disqualification or permanent inability to serve, the President shall be authorized to appoint a successor to perform any of the duties of the respective office until an appointment is approved by the Board of Directors.

 

SECTION 14.   Clerk/Secretary.  In addition to the duties described in Section 14 of this Article, and as outlined below, the Clerk/Secretary shall perform such other duties which may be assigned by the ISMGB Board of Directors.

 

  • To be responsible for keeping and filing records required by state and federal entities as well as documentation of affairs such as BOD meeting records.

 

In the event of a vacancy in the office of Clerk/Secretary resulting from death, resignation, disqualification or permanent inability to serve, the President shall be authorized to appoint a successor to perform any of the duties of the respective office until an appointment is approved by the Board of Directors.

 

ARTICLE VII

COMMITTEES

 

SECTION 1.   Standing Committees.  The following standing committee group shall be established within ISMGB.

  • Nominating Committee: A committee of at least five (5) members shall be appointed by the President no later than thirty (30) days prior to the Election Meeting.    The Nominating Committee shall select from the Regular membership the names of individuals with appropriate qualifications for the various offices and Board of Directors vacancies for the coming year.  After examination of the credentials of the selected members and obtaining of the consent, the names of such consenting nominees for the various offices, and Directors for the ensuing year, shall be sent by the Nominating Committee to the Managing Director, by whom such list of nominees shall be announced at the regular meeting immediately preceding the Annual Meeting.

 

SECTION 2.  Special Committees.  The President with the approval of the Board of

Directors, shall appoint other special committees, subcommittees or task forces as may be deemed necessary and which are not in conflict with other provisions of these Bylaws, and the duties of any such special committee shall be prescribed by the President and Board of Directors upon their appointment.

 

 

ARTICLE IX

FINANCES

 

SECTION 1.  Fiscal Year and Association Year.  The fiscal year and Association year shall begin on May 1st of each year and terminate on April 30th of the following year.

 

SECTION 2.  Appropriations.   Appropriation of funds from ISMGB will be made only by the Board of Directors in the annual budget and shall be appropriated to such funded accounts where the Board reasonably believes there will be need to be expenditures. It shall not contract indebtedness in excess of available funds in the treasury not otherwise required or previously appropriated except for payment of dues to ISM. During the appropriation year, it shall be necessary for each funded account to receive Board of Director's approval if it should become necessary to exceed its allocated amount in the annual budget.

 

SECTION 4.  Investments.   Investments shall be made as follows:

 

  • Investment of other ISMGB Funds.  The funds of ISMGB in excess of current liabilities may be invested as determined and directed by the Board of Directors.

 

  •   Members of the Board of Directors determining and directing investments as provided in this Section shall be exempt from all personal liability for the results of investment decisions made in good faith.

 

  • Powers Regarding Voting Shares and Disbursements. The Board of Directors shall have full power and authority to vote in its discretion any and all voting shares of any investment owned by ISMGB.  Disbursements from temporary reserve funds shall be made as directed by the Board of Directors.

 

 

ARTICLE X

MEETING OF ISMGB MEMBERS

 

SECTION 1.  ANNUAL MEETING.  The annual meeting of ISMGB membership, for the purpose of the installation of Officers and Directors, and for such other business as shall have been specified in these Bylaws, shall be held in May or June of each year at such place and on such date as may be determined by the Board of Directors. Written notice thereof shall be given to all members at least thirty (30) days prior thereto.  The Board of Directors may by two-thirds vote, cancel or postpone the Annual Meeting of the ISMGB membership if any emergency arises which in its judgment makes the holding thereof inadvisable or not in the best interest of ISMGB.

 

SECTION 2.  Election Meeting.   The Election Meeting of ISMGB shall be held no later than the meeting immediately preceding the Annual Meeting.  At this meeting, the membership will vote to approve nominations for Officers and Directors as proposed in accordance with Article VIII, Section 1 (d). 

 

SECTION 3. Board of Director Meetings. A legal meeting of the Board shall constitute a majority of said body.

 

SECTION 4. Parliamentary Rules.  At all meetings of ISMGB, including the Board of Directors and the ISMGB membership, all questions of procedure shall be determined under Roberts’ Rules of Order when not in conflict with these Bylaws.

 

SECTION 5.  Voting.  On all questions or issues presented for a vote at the annual meeting or any regular or special meeting of the Association membership, each eligible member whose dues are paid shall be entitled to cast one vote. Except as otherwise required by these Bylaws, all questions or issues presented to a vote of the Association membership shall be authorized by a simple majority of the votes cast at an annual, regular or special

meeting of the Association membership entitled to vote thereon (provided that the affirmative votes cast in favor of any such action shall be at least equal to the quorum required by Section

3 of this Article).

 

SECTION 6.  Action by Association Membership Without a Meeting. Except for the election of the Board, whenever any question or issue is presented to a vote of the members, such vote may be taken without a meeting by written consents (either by written or electronic transmission) setting forth the action so taken and signed by a majority of members casting a vote, provided the number of consents is equal to or greater than the quorum requirement under Section 3 of this Article for a meeting of the members.

 

 

ARTICLE XI

DISSOLUTION

 

SECTION 1.  Dissolution.  ISMGB may be dissolved upon adoption of a plan of dissolution and distribution of assets adopted by the Board of Directors and approved by the eligible members of ISMGB in accordance with the Not-For-Profit Corporation laws of the Commonwealth of Massachusetts, as amended from time to time.

 

SECTION 2.  Dedication of Funds.  ISMGB  shall use its funds only to accomplish the objectives and purposes specified in these Bylaws and no part of said funds shall inure or be distributed, to the members of ISMGB. On dissolution of ISMGB, any funds remaining shall be distributed to one or more regularly organized and qualified organizations engaged in the promotion or education of the purchasing and supply management profession to be selected by the Board of Directors.

 

ARTICLE XII

INDEMNIFICATION

 

SECTION 1. Litigation. This Association shall indemnify any director or officer, made or threatened to be made, a party to an action or proceeding, whether civil or criminal, including an action by or in the right of any other Corporation of any type or kind, domestic or foreign or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any director or officer of this Association served in any capacity at the request of this Association, by reason of the fact that he or she, his or her testator or intestate, was a director or officer of this Association or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees, actually and necessarily incurred as a result of such action or proceeding or any appeal therein; provided, however,

that no indemnification shall be made to or on behalf of any director or officer if a judgment or adjudication adverse to the director or officer establishes that his or her act was committed in bad faith or the result of active and deliberate dishonesty and were material to the cause of action so adjudicated or that he or she personally gained in fact a financial profit or other advantage in which he or she is not legally entitled.

 

SECTION 2. Authorization. Any indemnification made pursuant to Section 1 of Article

XIII hereof, shall be made by this Association if authorized in one of the following ways:

 

(a)        By the Board acting by a quorum consisting of directors who are not parties to such action or proceeding upon a finding that the director or officer has not violated the standard of conduct as set forth in Section 1 of Article XIII hereof; or

 

(b)        If a quorum under subparagraph (a) above is not obtainable or even if obtainable, a quorum of disinterested directors so directs:

 

(1)        By the Board upon the opinion in writing of independent legal counsel that indemnification is proper under the circumstances because the standard of conduct set forth in Section 1 of Article XIII has not been violated by such director or officer or

 

(2)        By the members upon a finding that the director or officer has not violated the standard of conduct set forth in Section 1 of Article XIV.

 

SECTION 3. Expenses Incurred. The Association shall pay expenses incurred in defending a civil or criminal action or proceeding in advance of final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amounts as and to the extent, the person receiving such advancement or allowance is ultimately found, not to be entitled to indemnification or, where indemnification is granted, to the extent the expenses so advanced by this Association exceed the indemnification to

which he or she is entitled. If any action with respect to indemnification of directors and officers is taken, then this Association shall, not later than the next Annual Meeting, unless such meeting is held within three (3) months from the date of such action and, in any event within fifteen (15) months from the date of such action, mail to its members of record at the time entitled to vote for the election of directors a statement specifying the action taken.

 

SECTION 4. Personal Liability. The directors of this incorporated Association shall not

be personally liable to the Association or its members for damages for any breach of duty in his or her capacity as such: provided, however, that this provision shall not limit or eliminate the liability of any director if a judgment or other final adjudication adverse to him or her establishes that his or her acts or omissions were in bad faith or involved intentional misconduct or a knowing violation or law or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled or that his or her acts violated Section 719 of the Not-For-Profit Corporation Law  (or appropriate section of applicable law of Massachusetts) or for any act or omission which occurred prior to the adoption of this provision.

 

ARTICLE XII

AMENDMENTS

 

SECTION 1.  Board Approval.   These Bylaws or the Certificate of Incorporation of ISMGB may be amended only by a vote of the ISMGB membership cast by electronic means, mail, or at any regular or special meeting of the ISMGB membership, or by action without a meeting in accordance with Section 3 of this Article.  An affirmative vote of two-thirds (2/3) of the membership present at such a meeting at which a quorum is present, or by two-thirds (2/3) of those casting a ballot by hard copy or electronic mail, of which sufficient quantity must be cast to meet requirements for a quorum (15% of membership), is required to approve any amendments.  Before any amendment may be submitted for a vote at any meeting or for action without a meeting it must have received the approval of the ISMGB Board of Directors.  All changes will be submitted to ISM, for the record, after final membership approval.

 

SECTION 2.   Notice of Proposed Amendment.  The written notice of a meeting of ISMGB membership required by Sections 1 and 3 of Article X, shall include a copy of the proposed amendment authorized by Section 1 of this Article and shall be mailed, either electronically or by hard copy, not less than fifteen (15) days before the date on which the membership meeting is scheduled or the return date of the requested action, whichever is applicable.

 

SECTION 3.   Authorization of Amendments by the Board of Directors.   Notwithstanding any other provisions of this Article to the contrary, any one or more of the following changes to the Certificate of Incorporation may be authorized by action of the Board of Directors without a vote of the ISMGB membership:

 

  • To specify or change the location of the office of ISMGB.

 

  • To specify or change the post office address to which the Secretary of State shall mail a copy of any notice required by law.

 

  • To make, revoke or change the designation of a registered agent, or to specify or change the address of its registered agent.

 

End of Document

ISM Bylaws copy