Bylaws of the Corporation
Certificate of Organization
(On File in the Office of the Secretary of the Commonwealth)
We, Alpheus Hyatt, President, William Stanford Stevens, Treasurer, and William T. Sedgwick, Edward G. Gardiner, Susan Mims and Charles Sedgwick Minot being a majority of the Trustees of the Marine Biological Laboratory in compliance with the requirements of the fourth section of chapter one hundred and fifteen of the Public Statutes do hereby certify that the following is a true copy of the agreement of association to constitute said Corporation, with the names of the subscribers thereto:
We, whose names are hereto subscribed, do, by this agreement, associate ourselves with the intention to constitute a Corporation according to the provisions of the one hundred and fifteenth chapter of the Public Statutes of the Commonwealth of Massachusetts, and the Acts in amendment thereof and in addition thereto.
The name by which the Corporation shall be known is
THE MARINE BIOLOGICAL LABORATORY.
The purpose for which the Corporation is constituted is to establish and maintain a laboratory or station for scientific study and investigations, and a school for instruction in biology and natural history.
The place within which the Corporation is established or located is the city of Boston within said Commonwealth.
The amount of its capital stock is none.
In Witness Whereof, we have hereunto set our hands, this twenty seventh day of February in the year eighteen hundred and eighty-eight, Alpheus Hyatt, Samuel Mills, William T. Sedgwick, Edward G. Gardiner, Charles Sedgwick Minot, William G. Farlow, William Stanford Stevens, Anna D. Phillips, Susan Mims, B. H. Van Vleck.
That the first meeting of the subscribers to said agreement was held on the thirteenth day of March in the year eighteen hundred and eighty-eight.
In Witness Whereof, we have hereunto signed our names, this thirteenth day of March in the year eighteen hundred and eighty-eight, Alpheus Hyatt, President, William Stanford Stevens, Treasurer, Edward G. Gardiner, William T. Sedgwick, Susan Mims, Charles Sedgwick Minot.
(Approved on March 20, 1888 as follows:
I hereby certify that it appears upon an examination of the within written certificate and the records of the corporation duly submitted to my inspection, that the requirements of sections one, two and three of chapter one hundred and fifteen, and sections eighteen, twenty and twenty-one of chapter one hundred and six, of the Public Statutes, have been complied with and I hereby approve said certificate this twentieth day of March A.D. eighteen hundred and eighty-eight.
(Commissioner of Corporations)
Articles of Amendment
(On File in the Office of the Secretary of the Commonwealth)
We, James D. Ebert, President, and David Shepro, Clerk of the Marine Biological Laboratory, located at Woods Hole, Massachusetts 02543, do hereby certify that the following amendment to the Articles of Organization of the Corporation was duly adopted at a meeting held on August 15, 1975, as adjourned to August 29, 1975, by vote of 444 members, being at least two-thirds of its members legally qualified to vote in the meeting of the corporation:
Voted: That the Certificate of Organization of this corporation be and it hereby is amended by the addition of the following provisions:
No Officer, Trustee or Corporate Member of the corporation shall be personally liable for the payment or satisfaction of any obligation or liabilities incurred as a result of, or otherwise in connection with, any commitments, agreements, activities or affairs of the corporation.
Except as otherwise specifically provided by the Bylaws of the corporation, meetings of the Corporate Members of the corporation may be held anywhere in the United States.
The Trustees of the corporation may make, amend or repeal the Bylaws of the corporation in whole or in part, except with respect to any provisions thereof which shall by law, this Certificate or the bylaws of the corporation, require action by the Corporate Members.
The foregoing amendment will become effective when these articles of amendment are filed in accordance with Chapter 180, Section 7 of the General Laws unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date.
v In Witness whereof and Under the Penalties of Perjury, we have hereto signed our names this 2nd day of September, in the year 1975, James D. Ebert, President; David Shepro, Clerk.
(Approved on October 24, 1975, as follows:
I hereby approve the within articles of amendment and, the filing fee in the amount of $10 having been paid, said articles are deemed to have been filed with me this 24th day of October, 1975.
(Secretary of the Commonwealth)
AMENDED AND RESTATED BYLAWS
OF THE MARINE BIOLOGICAL LABORATORY
ARTICLE ITHE CORPORATION
A. Name and Purpose. The name of the Corporation shall be The Marine Biological Laboratory. The Corporations purpose shall be to establish and maintain a laboratory or station for scientific study and a school for instruction in biology and natural history. The Corporation is organized exclusively as a non profit corporation to pursue charitable, educational and research purposes, and it shall engage in activities for the aforesaid purposes in such a manner as to qualify the Corporation as an organization described in section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States internal revenue law) (the Code).
B. Nondiscrimination. The Corporation shall not discriminate on the basis of age, religion, color, race, national or ethnic origin, sex or sexual preference in its policies on employment and administration or in its educational and other programs.
A. Members and Election. The Members of the Corporation (Members) serve as a resource to provide scientific guidance to the Corporation. The Members, upon ratification by the Board of Trustees, shall determine terms, conditions and qualifications for membership and procedures for election, not inconsistent with law or these Bylaws. The Science Council, acting as the elected representatives of the Members of the Corporation, may elect new Members at any regular or special meeting of the Science Council. Members shall have no voting or other rights with respect to the Corporation or its activities except as specified in these Bylaws. To remain a Member in good standing, Members must pay annual dues. Members in good standing shall serve until their death or resignation unless earlier removed with or without cause by the affirmative vote of two-thirds (2/3) of the Members. An Emeritus member is a person who is retired from his or her home institution, has been a Corporation Member for 10 years, and elects Emeritus status. Emeritus members shall retain voting rights and not be required to pay dues.
B. Meetings. The Speaker of the Corporation shall call the annual meeting of the Members on the Friday following the first Tuesday in August of each year, or at such other date, time and location as the Speaker may deem appropriate. The Speaker of the Corporation shall preside at all meetings of the Members of the Corporation. If no annual meeting is held in accordance with the foregoing provision, a special meeting may be held in lieu thereof with the same effect as the annual meeting, and in such case all references in these Bylaws, except in this ARTICLE II, to the annual meeting of the Members shall be deemed to refer to such special meeting. Members personally present at a meeting, and not by proxy, shall transact business as may properly come before any duly called meeting. Special meetings of the Members may be called by the Speaker, or shall be called by the Clerk, or in the case of the death, absence, incapacity or refusal by the Clerk, by any other Officer, upon written request of the Members representing at least ten percent of the smallest quorum of Members required for meetings of the Members as defined in ARTICLE II.C, to be held at such time and place as may be designated.
C. Quorum. One hundred (100) Members shall constitute a quorum at any meeting, which may be waived at such meeting by the Speaker in consultation with the Clerk; however, no action taken at any meeting shall be valid unless approved at a subsequent meeting in which a quorum is present. Except as otherwise required by law or these Bylaws, the affirmative vote of a majority of the Members voting in person at a meeting attended by a quorum shall constitute action on behalf of the Members.
D. Notice of Meetings. Notice of any annual meeting or special meeting of Members, if necessary, shall be given by the Clerk by sending notice of the date, time, location and purpose of such meeting at least fifteen (15) days prior to such meeting to each Member at his or her address as shown on the records of the Corporation. Delivery of such notice may be made by U.S. Mail, facsimile, electronic mail or other reasonably accepted forms of in-person or written communication or delivery.
E. Waiver of Notice. Notice of any meeting of the Members need not be given to any Member (1) if a written waiver of notice, executed by such Member (or the Members attorney thereunto authorized) before or after the meeting, is filed with the records of the meeting, or (2) if such Member attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her.
F. Adjournments. Any meeting of the Members may be adjourned by vote of a majority of Members present, whether or not a quorum is present, and the meeting may be held as adjourned without further notice. Any business which could have been transacted at any meeting of the Members as originally called may be transacted at an adjournment day thereof.
G. Action by Writing. Any action required or permitted to be taken at any meeting of the Members may be taken without a meeting (1) if a majority of Members present at a duly scheduled meeting of the Members consent to the action, (2) if a majority of all Members consent in writing and such written consents are filed with the records of the meetings of the Members, or (3) if otherwise provided for in these Bylaws. Such written consents shall be treated for all purposes as a vote at a meeting.
H. Science Council. There shall be a Science Council, which shall consist of scientists elected by a vote of the Members of the Corporation. The Science Council shall report annually to the Members of the Corporation and shall advise the President/Director and inform the Board of Trustees with respect to matters concerning the Corporations mission, its scientific and instructional endeavors, and the appointment and promotions of persons or committees with responsibility for matters requiring scientific expertise. The Science Council shall select a list of members of the Corporation to recommend to the Nominating Committee of the Board of Trustees for nomination for election as Corporation Trustees. Unless otherwise approved by a majority of the members of the Science Council, the Chairperson of the Science Council shall be elected annually by the Science Council. The President/Director, and/or his or her designee(s), and the Speaker shall be ex officio non-voting members of the Science Council. The Chairperson of the Science Council shall serve as an ex officio voting member of the Board of Trustees. The Board of Trustees shall provide policies for the composition, and election and term of the members of the Science Council and such other powers and duties as it deems appropriate, consistent with these Bylaws.
I. Committees. The President/Director, in consultation with the Science Council, may create and disband other Corporation committees, and appoint Members thereto, to provide scientific and educational advice to the President/Director, the Science Council and the Corporation, and to otherwise to serve the interests of the Corporation. Such Corporation committees shall consist of Members, and shall report to the President/Director or his or her designee.
ARTICLE IIIASSOCIATES OF THE CORPORATION
Associates of the Corporation. The Associates of the Marine Biological Laboratory shall be an unincorporated group of persons (including associations and corporations) interested in the Corporation and shall be organized and operated under the general supervision and authority of the Board of Trustees. The Associates of the Marine Biological Laboratory shall have no voting rights.
ARTICLE IVBOARD OF TRUSTEES
A. Powers and Duties. There shall be a Board of Trustees (Board), and it shall have fiduciary responsibility for and ultimate authority over the affairs and property of the Corporation, including without limitation the power to buy, sell or otherwise dispose of, transfer or convey, any property of the Corporation; to borrow money, and to issue notes, bonds, and other negotiable and transferable instruments, mortgages, deeds of trust, and trust agreements; to choose such officers and agents of the Corporation as the Trustees shall think best; to fix the compensation, if any, of such officers and agents as the Trustees deem reasonable and remove them at any time; to employ, evaluate and, if necessary, terminate the President/Director; and to exercise on behalf of the Corporation all lawful powers and duties of the Corporation under the laws of the Commonwealth of Massachusetts customarily incident to the office, except to the extent provided by law, the Articles of Organization or these Bylaws. Each Trustee shall exercise and discharge the powers and duties of his or her office in good faith with that degree of diligence, care and skill that a prudent person in any like position would ordinarily apply in similar circumstances, and shall take all steps required for assuring that the Corporation is and remains an organization described in Section 501(c)(3) of the Code. The Board may adopt a policy providing for the reimbursement of Trustee expenses reasonably incurred by them in the performance of their duties.
B. Composition, Election and Term.
(1) The Board shall include up to thirty-two (32) Trustees elected by the Board. The Board shall consist of Corporation Trustees and Trustees-at-Large as defined in section IV.B (1)(a) below, and such other Trustees as provided for in sections IV.B (2) and (3) below.
(a) At least six (6) of the thirty-two elected Trustees shall be Members of the Corporation who are scientists (Corporation Trustees). The other Trustees shall be individuals who need not be Members or otherwise affiliated with the Corporation (Trustees-at-Large).
(b) Trustees shall be divided into four classes, each of which shall contain eight (8) Trustees, with one class to be elected each year to serve for a term of four years, and with each such class to include at least one Corporation Trustee. Such classes of Trustees shall be designated by the calendar year at the end of which their respective terms shall expire. The Board may adjust the number of Trustees in each class when vacancies exist.
(2) The Board shall also include the President/Director, Speaker of the Corporation, and the Chairperson of the Science Council, who all shall be ex officio voting members of the Board.
(3) Although Members or Trustees may recommend individuals for nomination as Trustees, the Nominating Committee shall in its sole discretion make nominations for Trustee elections. The Board may also elect Trustees who have not been nominated by the Nominating Committee.
C. Term and Eligibility. The normal trustee term shall be four years commencing on January 1 of the year following election. Any Trustee who has been elected to an initial four-year term shall be eligible for election for two additional four-year terms for a maximum of three full four year terms. The terms may be consecutive or non-consecutive. If elected to a partial term to fill a vacancy, the total maximum years of service including full terms and partial terms is not to exceed fifteen (15) years.
Notwithstanding the foregoing, regardless of the length of service prior to election as Chairperson, the Chairperson of the Board of Trustees shall be eligible for election to two four-year terms commencing as of the date of his or her election to the office of Chairperson. The election to such terms shall take place at the meeting of the Board of Trustees at which he or she is elected or reelected Chairperson or at any subsequent meeting thereof, and such elections shall require the affirmative vote of two-thirds (2/3) of the Trustees then in office and entitled to vote.
D. Removal. Any Trustee may be removed from office with or without cause by vote of two-thirds (2/3) of the Trustees then in office at a meeting of the Board at which a quorum is present and voting, provided that notice of such proposed action shall have been given to all of the Trustees entitled to vote prior to the meeting at which such action is to be taken, and provided that a Trustee may be removed for cause only if the Trustee to be so removed shall have been given reasonable notice and opportunity to be heard by the Trustees at such meeting.
E. Resignation. Any Trustee may resign from the Board by delivery of a written resignation to the President/Director, the Clerk or to a meeting of the Board of Trustees.
F. Vacancies. Any vacancy in the Board may be filled for the remaining term by vote of a majority of those Trustees present and voting at a meeting of the Board at which a quorum is present.
(1) Meetings of the Board shall be held from time to time, not less frequently than twice annually, as determined by the Board. Special meetings of the Board may be called by the Chairperson of the Board, or by any seven Trustees, to be held at such time and place as may be designated. The Chairperson of the Board, when present, shall preside over all meetings of the Trustees.
(2) Notice of Meetings. Notice of any meeting of the Board shall be given by sending notice of the date, time, location and purpose of such meeting to each Trustee at his or her address as shown on the records of the Corporation, at least seven (7) days prior to the date of the meeting. Delivery of such notice may be made by U.S. Mail, facsimile, electronic mail or other reasonably accepted forms of in-person or written communication or delivery.
(3) Waiver of Notice. Notice of a meeting need not be given to any Trustee if a written waiver of notice executed by such Trustee before or after the meeting is filed with the records of the meeting, or if such Trustee shall attend the meeting without protesting prior thereto or at its commencement the lack of notice given to him or her.
H. Quorum and Action by Trustees.
(1) Quorum. A majority of Trustees then in office and eligible to vote shall constitute a quorum.
(2) Adjournment. Any meeting of the Board may be adjourned by vote of a majority of Trustees present, whether or not a quorum is present, and the meeting may be held as adjourned without further notice. Any business which could have been transacted at any meeting of the Board as originally called may be transacted at an adjournment day thereof.
(3) Action by Vote. When a quorum is present at any meeting of the Trustees, a majority of the Trustees present and voting (excluding abstentions) shall decide any question, including the election of Officers, unless otherwise required by law, the Articles of Organization or these Bylaws.
(4) Presence Through Communications Equipment. Unless otherwise provided by law or the Articles of Organization, Trustees may participate in a meeting by means of a telephone conference or similar communications equipment that shall permit all persons participating in the meeting to hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.
(5) Proxies. To the extent permitted by law, a Trustee may vote through a duly authorized representative present in person or by written proxy dated not more than six (6) months prior to the meeting, which proxy shall be filed before being voted with the Clerk. Unless otherwise specifically limited by their terms, such proxies shall entitle the holder or holders thereof to vote at any resumption of the meeting following its adjournment but the proxy shall terminate upon the final adjournment of such meeting.
(6) Action by Writing. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if all the Trustees consent to the action in writing and such written consents are filed with the records of the meetings of the Trustees. Such consents shall be treated for all purposes as a vote at a meeting.
I. Transfers of Interests in Land. The Corporation shall not enter into, or be a party to, any Real Estate Transaction (as such term is defined herein) relating to a right, title or interest in or to any real property that is now or hereafter owned or controlled in whole or in part by the Corporation (or any entity controlled, controlling or in common control with the Corporation), without the prior approval of at least two-thirds (2/3) of all the Trustees then in office (not including any Trustee or Trustees with a direct or indirect financial interest in the Real Estate Transaction being considered for approval). For the purposes of this provision, a Real Estate Transaction shall include any of the following with respect to such property: a transfer of title, long-term lease (i.e., ten or more years, including extensions), mortgage or pledge (or foreclosure or endorsement of any such mortgage or pledge), grant or release of an easement, or grant of a right of first refusal or right of first offer. No such Real Estate Transaction shall be deemed finally acted upon or approved unless acted upon and approved by such two-thirds (2/3) majority of the Trustees at a Board meeting held not less than fourteen (14) days following a prior Board meeting at which such Real Estate Transaction was discussed. Either meeting may be a special meeting, but in all cases there shall have been a quorum present, which for purposes of determining a quorum may include any Trustee or Trustees with a direct or indirect financial interest in such transaction being considered for approval.
ARTICLE VCOMMITTEES OF THE BOARD
The Board may organize itself by creating such committees or combinations of committees, as it deems appropriate to conduct its business effectively, but at a minimum shall have standing committees whose functions are described in this ARTICLE V and whose titles are intended only to describe their functions. The Board may delegate to any committee or committees any or all of its powers, except those which by law, the Articles of Organization or these Bylaws the Board is prohibited from delegating; provided that any committee to which the powers of the Board are delegated shall consist solely of Trustees. The members of any such committee shall have such tenure and duties as the Board shall determine. Except as otherwise provided by these Bylaws or determined by the Board, any such committee may make rules for the conduct of its business, but, unless otherwise provided by the Board or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided by these Bylaws for the Board.
Each member of a committee shall hold office until the end of the calendar year of his or her appointment (or until such other time as the Board of Trustees may determine, either in the vote establishing the committee, or at the election of such member), and until his/her successor is elected, or appointed, and qualified, or until he/she sooner dies, resigns, is removed, is replaced by change of membership, or becomes disqualified by ceasing to be a Trustee, or until the committee is sooner abolished by the Board of Trustees.
A. Executive Committee. There shall be an Executive Committee of the Board composed of the chairpersons of the several standing committees established by the Board together with the Officers of the Corporation. The Executive Committee shall have and may exercise all the powers of the Board except those powers specifically withheld, from time to time, by vote of the Board or by law during the intervals between meetings of the Board. The Executive Committee shall also be responsible for management issues, including annually evaluating the performance of the President/Director, establishing his or her compensation, and overseeing employee and pension issues. The Executive Committee may also appoint such standing and ad hoc committees, which may include persons who are not Trustees, as it may, from time to time, approve to make recommendations with respect to matters to be acted upon by the Executive Committee of the Board. The Chairperson and Vice Chairperson of the Board shall act as Chairperson and Vice Chairperson, respectively, of the Executive Committee. The Executive Committee shall meet at such times and places and upon such notice as it shall establish by its rules, and shall keep appropriate minutes of meetings, which shall be reported to the Board. Any actions taken by the Executive Committee shall also be reported to the Board.
B. Nominating and Governance Committee. There shall be a committee of the Board responsible for nominations of persons for election as Trustees and Officers of the Corporation and for overseeing governance issues of the Corporation. The Nominating and Governance Committee, in consultation with the Chairperson of the Board and the President/Director, shall appoint Trustees to serve as members of the several standing committees and designate the chairpersons thereof. The Nominating and Governance Committee shall consist of not fewer than four (4) Trustees appointed by the Board in a manner which shall reflect the balance between Corporation Trustees and Trustees-at-Large on the Board.
C. Audit Committee. There shall be a committee of the Board responsible for overseeing the reliability and integrity of the Corporations financial statements, enterprise risk management and compliance with regulatory requirements which shall consist of no fewer than three (3) Trustees. The Audit Committee shall consist of individuals who are independent of the Corporation and a preponderance of whom have financial expertise; and the Committee shall include at least one Trustee familiar with the financial statements of the Corporation and risk management. The Audit Committee shall conduct its affairs in accordance with a charter that shall be approved by the Board. The Corporations Chief Financial Officer shall serve as an ex-officio non-voting member of the Audit Committee.
D. Finance Committee. There shall be a committee of the Board responsible for reviewing and recommending to the Board the Corporations annual operating and capital budgets as well as reviewing the operating and general financial performance throughout the year. The Committee chair will provide input on the performance of the Chief Financial Officer to the President annually to be incorporated into his/her annual evaluation. The Finance Committee shall include as ex-officio voting members, the Chairperson of the Board, the Treasurer and the Chairperson of the Audit Committee, together with such Trustees as may be required for not less than two-thirds (2/3) of the Finance Committee to consist of Trustees-at-Large. The Corporations Chief Financial Officer shall serve as an ex-officio non-voting member of the Finance Committee.
E. Investment Committee. There shall be a committee of the Board responsible for overseeing the management of the Corporations endowment funds, marketable securities, investment securities and short-term investments. The Investment Committee shall also be responsible for selecting, reviewing and terminating investment managers. The Committee shall consist of seven (7) members , of which at least four shall be Trustees. The Corporations Chief Financial Officer shall serve as an ex-officio non-voting member of the Investment Committee.
F. Development Committee. There shall be a committee of the Board responsible for fundraising matters for the Corporation, including but not limited to working with management at identifying and seeking sources of donor support, and recommending to the Board the conduct of fundraising campaigns, the establishment of fundraising goals, a gift acceptance policy, the donor-recognition standards, and the initiation of an audit of any fundraising activity.
G. Campus Planning and Physical Assets Committee. There shall be a committee of the Board responsible for overseeing the Corporations campus planning, buildings and capital equipment, including their maintenance, repair, renovation and construction.
H. Academic Affairs Committee. There shall be a committee of the Board responsible for overseeing the scientific and educational activities of the Laboratory, such as Center and general (i.e. decennial) Laboratory reviews, senior faculty appointments and reviews, academic programs and institutional affiliations, and activities deliberated on by the Science Council.
I. External Review Committee. In addition to such periodic review of programs of the Corporation as the Board and senior management deem appropriate, the Board shall convene an External Review Committee no less often than every ten years whose function shall be to review the scientific, educational and research programs of the Corporation. The External Review Committee shall determine whether such scientific, educational and research programs are performing valuable service in their respective fields of science, and shall make a written report to the Board of its findings and reasons therefore. The structure and operation of the External Review Committee shall be consistent with any deeds of gift or trust instruments created for the benefit of the Corporation.
J. Actions Without a Meeting. Any action required or permitted to be taken at any meeting of the Executive Committee or any other committee created by the Board may be taken without a meeting if all members of such committees consent to the action in writing and such written consents are filed with the records of meetings. Members of the Executive Committee or any other committee created by the Board may also participate in any meeting by means of a telephone conference call, or otherwise take action in such a manner as may, from time to time, be permitted by law.
A. Composition. The Officers of the Corporation shall consist of the Chairperson of the Board, Vice Chairperson of the Board, President/Director, Speaker, Treasurer and Clerk. The Corporation may have such other Officers and Assistant Officers as the Board may determine, including (without limitation) Assistant Treasurer and Assistant Clerk. So far as permitted by law, any two or more offices may be held by the same person. The Chairperson, Vice Chairperson, Treasurer, and Clerk shall be selected from the Trustees.
B. Election and Term. The Board of Trustees shall elect annually Officers, other than the President/Director, at any duly qualified meeting, by vote of a majority of the Trustees then in office and entitled to vote. Such other offices as may be created in accordance with these Bylaws may be filled at such meeting, or at any other time by vote of a majority of the Trustees then in office and entitled to vote. Each officer shall hold office until the end of the calendar year of his or her term or until his or her successor is elected and qualified, or until he or she sooner dies, resigns, is removed or becomes disqualified. Each officer shall retain his or her authority at the pleasure of the Board of Trustees. The term of the Chairperson shall not exceed a total of 8 years, consecutive or non-consecutive.
C. Resignation. Any Officer may resign by delivering a written letter of resignation to the Corporation at its principal office or to the Clerk and such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.
D. Removal. The Board may remove any Officer with or without cause by a two-thirds (2/3) vote of the Trustees then in office, at a meeting of the Board called for that purpose and for which notice of the purpose thereof has been given, provided that an Officer may be removed for cause only after having an opportunity to be heard by the Board at a meeting of the Board at which a quorum is personally present and voting.
E. Vacancy. If an office becomes vacant, the Board of Trustees may elect or appoint a successor or successors by vote of a majority of the Trustees then in office and entitled to vote. Each successor shall hold office for the unexpired term and until his or her successor shall be elected or appointed and qualified, or until he or she sooner dies, resigns, is removed or becomes disqualified.
F. Powers and Duties. The Officers shall have the following enumerated powers and duties, and in addition shall have such powers and duties customarily incident to the named office and as may be determined by the Board from time-to-time.
(1) Chairperson of the Board. The Chairperson shall preside at all meetings of the Board at which he or she is present.
(2) Vice Chairperson. The Vice Chairperson shall perform the duties and exercise the powers of the Chairperson in the absence or disability of the Chairperson.
(3) President/Director. The President/Director shall, subject to the direction of the Board and to the terms of any employment agreement with the Corporation, have general supervision of and control of the business of the Corporation. In addition to all other reports, the President/Director shall present annually a report of the operations of the Corporation and a statement of its affairs, and shall, from time to time, report to the Board all matters within his or her knowledge which the interests of the Corporation may require to be brought to its notice. In the absence or disability of the President/Director, the Board may designate another individual to perform the duties and exercise the powers of the chief executive.
(4) Speaker. The Speaker shall be a Member and preside at meetings of Members at which he or she is present, and shall serve as the Corporations senior scientific advisor to the President/Director. The Board may adopt a policy providing for the compensation of the Speaker for the performance of his or her duties.
(5) Treasurer and Assistant Treasurer. The Treasurer shall, subject to the direction of the Board, have general charge of the financial affairs of the Corporation, and shall cause to be kept accurate books of account. The Treasurer shall deliver at each annual meeting a report on the financial status of the Corporation. The Treasurer shall also oversee all filings required by the Commonwealth of Massachusetts, the Internal Revenue Service, or other Federal and State Agencies.
The Assistant Treasurer, if any, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer.
(6) Clerk and Assistant Clerk. The Clerk shall be a resident of the Commonwealth of Massachusetts, unless the Corporation has designated a resident agent in the manner provided by law. The Clerk shall have custody of the record books of the Corporation, and shall record upon such record books the minutes or records of all meetings of the Board and Members.
The Assistant Clerk, if any, or if there shall be more than one, the Assistant Clerks in the order determined by the Board, shall, in the absence or disability of the Clerk, perform the duties and exercise the powers of the Clerk.
In the absence of the Clerk and an Assistant Clerk from any meeting, a temporary Clerk shall be appointed at the meeting.
ARTICLE VII INDEMNIFICATION OF MEMBERS, TRUSTEES AND OFFICERS
Each Member, Trustee or Officer (and the heirs, executors, and administrators of any such person) shall be indemnified by the Corporation against reasonable costs and expenses incurred by such person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, to which he or she may be made a party by reason of his or her being or having been a Member, Trustee or Officer, except in relation to any actions, suits or proceedings in which he or she has been adjudged liable because of willful misfeasance or gross negligence in the conduct of his or her office. In the absence of an adjudication that expressly absolves the Member, Trustee or Officer of liability to the Corporation for willful misfeasance or gross negligence in the conduct of his or her office, or in the event of a settlement, each Member, Trustee or Officer (and the heirs, executors and administrators of any such person) shall be indemnified by the Corporation against payments made, including reasonable costs and expenses, provided that such indemnity shall be conditioned upon the prior determination by a two-thirds vote of those Trustees who are not involved in the action, suit or proceeding that the Member, Trustee or Officer has no liability by reason of willful misfeasance or gross negligence in the conduct of his or her office; and provided further that, if a majority of the Trustees are involved in the action, suit or proceeding, such determination shall have been made by a written opinion of independent counsel. Amounts paid in settlement shall not exceed costs, fees and expenses that would have been reasonably incurred if the action, suit or proceeding had been litigated to a conclusion. The foregoing rights and indemnification shall not be exclusive of any other rights to which a Member, Trustee or Officer may be entitled according to law.
ARTICLE VIIICONFLICTS OF INTEREST
A. No contract or other transaction of the Corporation with any one or more of its Members, Trustees or Officers, or with any partnership, corporation, trust, person or other entity in or with which any one or more of such Members, Trustees or Officers may be interested or connected in any manner, shall in any way be affected or invalidated by reason of any interest that any such Member, Trustee or Officer may have; provided that such interest shall have been disclosed to or known by the Board of Trustees before such contract or other transaction was authorized or ratified by the Board of Trustees; and further provided that the interested Member, Trustee or Officer shall have taken no part in the consideration or approval of such contract or other transaction by the Board of Trustees and that he or she has fully complied with this Corporations conflict of interest policy applicable to that individual.
B. All Members, Trustees, Officers and employees shall adhere to such policies on conflicts of interest as may be adopted from time to time by the Board of Trustees to assure that no personal or professional activities or interests conflict with the activities or interests of the Corporation.
The consent of two-thirds (2/3) of the Board of Trustees then in office shall be necessary to effect a dissolution of The Marine Biological Laboratory. In case of dissolution, the property shall be disposed of in such a manner and upon such terms as shall be determined by the affirmative vote of two-thirds (2/3) of the Board of Trustees then in office, in accordance with the laws of the Commonwealth of Massachusetts, to such organization or organizations qualifying as an exempt organization or organizations under Sections 501(c)(3), 501(c)(4) or 501(c)(9) of the Code, to be used by such organizations for such similar or kindred purposes as are set forth in the Articles of Organization and any and all amendments thereto.
ARTICLE X PROHIBITION REGARDING THE USE OF FUNDS AND DISTRIBUTION OF ASSETS ON DISSOLUTION
No part of the earnings or receipts of the Corporation shall inure to the benefit of any Trustee or officer of the Corporation or by private individual or entity, except that reasonable compensation may be paid for services actually rendered to or for the Corporation and gifts may be made to other organizations exempt from taxation under the Code to the extent permitted by the Code and applicable rulings thereunder. No Trustee or officer of the Corporation, or any private individual, shall be entitled to share in the distribution of any corporate assets on dissolution of the Corporation. Notwithstanding anything herein to the contrary, the Corporation shall not engage, except otherwise as an insubstantial part of its activities, in activities which in themselves are not in furtherance of one or more purposes exempt from taxation under the Code. The Corporation shall not participate in, or intervene in, any political campaign on behalf of, or in opposition to, any candidate for public office, and no substantial part of the Corporations activities shall be for the carrying on of propaganda or otherwise attempting to influence legislation, except as permitted under Section 501(c)(3) of the Code.
ARTICLE XIMISCELLANEOUS PROVISIONS
A. Fiscal Year. Except as otherwise determined by the Board, the fiscal year of the Corporation shall end on December 31st of each year.
B. Seal. Unless otherwise determined by the Board, the Corporation may have a seal in such form as the Board may determine, from time to time.
C. Execution of Instruments. All checks, deeds, leases, transfers, contracts, bonds, notes and other obligations authorized to be executed by an Officer of the Corporation in its behalf shall be signed by the President/Director or the Treasurer except as the Board may generally or in particular cases otherwise determine. Accompanied by a certificate from the Clerk or an Assistant Clerk, or a temporary Clerk, as to any action taken by the Members, the Board or any Officer or representative of the Corporation shall as to all persons who rely thereon in good faith be conclusive evidence of such action.
D. Corporate Records. The original, or attested copies, of the Articles of Organization, Bylaws and records of all meetings of the Board and the Members shall be kept in the Commonwealth of Massachusetts at the principal office of the Corporation, or at an office of the Corporations Clerk or resident agent. Said copies and records need not all be kept in the same office. They shall be available at all reasonable times for inspection by any Trustee for any proper purpose, but not to secure a list of Trustees for a purpose other than in the interest of the applicant, as a Trustee, relative to the affairs of the Corporation.
E. Articles of Organization. All references in these Bylaws to the Articles of Organization shall be deemed to refer to the Articles of Organization of the Corporation, as amended and in effect, from time to time.
These Bylaws may be amended by the affirmative vote of the Members at any meeting, provided that notice of the substance of the proposed amendment is stated in the notice of such meeting. As authorized by the Articles of Organization, the Board, by a majority of their number then in office, may also make, amend or repeal these Bylaws, in whole or in part, except with respect to (a) the provisions of these Bylaws governing (i) the removal of Trustees and (ii) the amendment of these Bylaws and (b) any provisions of these Bylaws which by law, the Articles of Organization or these Bylaws, requires action by the Members.
No later than the time of giving notice of meeting of Members next following the making, amending or repealing by the Trustees of any Bylaw, notice thereof stating the substance of such change shall be given to all Members entitled to vote on amending the Bylaws.
Any Bylaw adopted by the Trustees may be amended or repealed by the Members entitled to vote on amending the Bylaws.
Approved by the Board of Trustees
February 5, 2011
Amended May 5, 2012
Amended November 3, 2012