1.1 Bylaws Established. These are the bylaws (“Bylaws”) of The Ticknor Society, Inc. (“The Society”). These Bylaws, the powers of The Society and its directors and members, and all matters concerning the conduct and regulation of the activities of The Society, shall be subject to applicable provisions, if any, contained in the Articles of Organization. All references in these Bylaws to the “Articles of Organization” shall refer to the Articles of Organization of The Society, as from time to time amended or restated.
1.2 Name. The name of this society is The Ticknor Society, Incorporated (“The Society”)
1.3 Location. The principal office of The Society shall be located in The Commonwealth of Massachusetts. The Board of Directors of The Society (the “Board”), as more fully defined below, may have multiple offices in The Commonwealth of Massachusetts as they may determine from time to time, by filing a certificate with the Secretary of State of The Commonwealth of Massachusetts. They may also establish additional offices in locations other than Massachusetts.
1.4 Corporate Seal. The Society is not required to adopt or use a seal. If one is adopted, it shall be in such form as the Board may determine from time to time.
1.5 Fiscal Year. Except as otherwise determined by the Board, the fiscal year of The Society shall end on December 31st of each year.
Article 2: Mission
Mission. The Society shall be dedicated to the enjoyment, promotion, and support of books and book culture. The Society is named in honor of George Ticknor (1791-1871), a prominent Boston collector, scholar, and library supporter, and his daughter, Anna Eliot Ticknor (1823-1896), who was an early member of the Massachusetts Library Commission (founded 1890), this country’s first state library commission. The name of The Society recognizes that both father and daughter were instrumental in making books widely accessible in The Commonwealth of Massachusetts.
The Society’s mission shall be to carry on activities that further the enjoyment, promotion, and support of books and book culture, and any other activity in support of and to benefit this mission as may be carried on by a corporation organized under Chapter 180 of the Massachusetts General Laws and described in Section 501(c)(3) of the Internal Revenue Code of 1986, as now in force or hereafter amended (the “Code”).
The Society is organized exclusively for charitable or educational purposes within the meaning of Section 501(c)(3) of the Code. Notwithstanding any other provision of these Bylaws, the Corporation shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax as described in Section 501(c)(3) of the Code (or the corresponding section of any future Federal tax code). The Society shall be operated for the purposes thus prescribed. It shall not be operated for profit. No part of its net earnings shall inure to the benefit of any private individual. In the event of, and upon the dissolution of The Society, after paying or adequately providing for the debts and obligations of the organization, the remaining assets shall be distributed to a nonprofit fund, foundation or corporation organized and operated exclusively for the purposes specified in Section 501(c)(3) of the Code and which has established its tax-exempt status under that section.
Article 3. Members
3.1 Members. The initial members of The Society (the “Members”) shall be those persons listed as directors in the Articles of Organization. Thereafter, the Members of The Society shall be any individuals who join The Society in support of its stated mission.
3.2 Dues. Annual membership dues shall be paid by Members as a condition of membership. The amount shall be determined by the Board and shall be payable in January of each year. New Members will be required to pay dues upon joining. Dues paid by new Members as of October 1 or later will cover the remainder of that calendar year through December 30 of the following calendar year. Any Member whose dues are in arrears for a period of one (1) year shall be dropped from membership unless his/her non-payment is excused by action of the Board. The Board may choose to elect Honorary Members, who shall not be required to pay dues.
3.3 Resignations. Any Member may resign from The Society at any time.
Article 4: Meetings of Members
4.1 Annual Meetings. The Annual Meeting of the Members shall be held within six (6) months of the end of each fiscal year, at a time and place designated by the Board. In the event the Annual Meeting is not held on such date, a special meeting in lieu thereof may be held with all the force and effect of an Annual Meeting.
4.2 Special Meetings. The Recording Secretary (or, if the Recording Secretary is unable or unwilling, any other officer) shall call a special meeting of the Members on the order of the President, Vice President, or Treasurer, or the Board of Directors. The call for a special meeting shall be written. Business to be transacted at a special meeting shall be limited to the subjects stated in the call. Special meetings of the Members may be called by the President, Vice President, Treasurer, Recording Secretary, or Membership Secretary, or any member of the Board. A special meeting shall be called by the Recording Secretary, or in case of the death, absence or incapacity of the Recording Secretary, by any other officer of The Society (“Officer”), upon written application of any Members representing at least ten percent (10%) of the current Members in good standing, stating the time, place, and purpose of the meeting.
4.3 Notice of Meetings. All meetings of the Members shall be called by giving at least seven days notice to the Members stating the place, day, and hour for the meeting and its purpose. Notice shall be sent by e-mail to the address of each Member as the Member has supplied. Whenever notice of a meeting is required to be given to Members under applicable law, the Articles of Organization, or these Bylaws, a written waiver of notice, executed before or after the meeting by a Member (or his or her duly authorized representative) and filed with the records of the meeting, shall be deemed equivalent to such notice.
4.4 Quorum; Voting. A majority of the Members present in person or by proxy shall constitute a quorum. Any meeting may be adjourned to such date or dates not more than ninety (90) days after the first session of the meeting by a majority of votes cast upon the question, and the meeting shall be held as adjourned without further notice. At all meetings, each Member shall have one vote on every matter considered, and the vote of a majority of the Members represented at the meeting shall decide any matter brought before the meeting, except when a larger vote is required by law, the Articles of Organization or these Bylaws. Members may vote by written proxy dated not more than six (6) months before the meeting named, which shall be filed with the Recording Secretary of the meeting before being voted.
Article 5: Board of Directors
5.1 Establishment and Duties. The Society shall have a Board of Directors (each member, a “Director” or more than one, “Directors”). Except to the extent reserved to the Members by law, the Articles of Organization, or these Bylaws, the business, property and affairs of The Society shall be managed by the Directors, who may exercise all the powers of The Society. Such powers shall be exercised consistently with the purposes of The Society as set forth in the Articles of Organization and these Bylaws. Except as otherwise provided by these Bylaws, the Directors shall have the power to authorize The Society to purchase, lease, and sell such property, and to make such contracts and agreements as they deem advantageous. The Directors may determine the compensation and duties, in addition to those prescribed by the Bylaws, of all Directors, Officers, agents, and employees of The Society. In the event of a vacancy on the Board, the remaining Directors may exercise the powers of the full Board until the vacancy is filled.
5.2 Election of the Board of Directors
a) There shall be not more than fifteen (15) and not less than seven (7) Directors of The Society. Directors shall be elected at the Annual Meeting of the Members, and their terms shall begin on July 1, 2007. The Board shall consist of those Members elected to the offices of President, Vice President, Recording Secretary, Membership Secretary, and Treasurer, plus no fewer than two (2) or more than ten (10) additional Directors, so that there are a total of at least seven (7) and no more than fifteen (15) Directors on the Board. Except as indicated in this Article 5 and in Article 7.2 below, each Director shall serve for a term of two (2) years and shall be eligible for re-election for two (2) additional two (2)-year terms. When at all possible, the Board shall endeavor to maintain an odd number of Directors.
b) Of the nine (9) Directors in office at the time of adoption of these Bylaws, the Recording Secretary plus three (3) Directors who are not holding the offices of President, Vice President, Membership Secretary, or Treasurer shall have a term of one (1) year, and the remaining one (1) (non-Officer) Director, plus those Directors who are holding such offices, shall have a term of two (2) years. Of the additional Directors, if any, elected by the Directors thereafter, approximately one half (½) shall serve a term ending at the Annual Meeting of 2008, until their successors are elected, and the other one half (½) shall serve a term ending at the Annual Meeting of 2009, until their successors are elected.
c) At the Annual Meeting of 2008, the Members shall elect new (or re-elect) Directors to fill the positions of the Recording Secretary plus three (3) (non-Officer) Directors whose one (1) year terms have expired, and the additional Directors, if any, whose terms have also expired. Each of the Directors elected (or re-elected) to fill these positions shall serve a term of two (2) years until their successors are elected.
d) At the Annual Meeting of 2009, the Members shall elect new (or re-elect) Directors to fill the positions of the President, Vice President, Membership Secretary and Treasurer and one (1) (non-Officer) Director whose two (2) year term has expired, and the additional Directors, if any, whose terms have also expired. Each of the Directors elected (or re-elected) to fill these positions shall serve a term of two (2) years until their successors are elected.
e) Thereafter, every Director shall serve a full term of two (2) years until his or her successor is elected. Any vacancies in the offices of Directors may be filled by the Directors at any meeting.
5.3 Resignations. Any Director may resign by giving written notice to the President or the Recording Secretary or The Society at its principal office. Such resignation shall be effective upon receipt unless specified to be effective at some other time.
5.4 Removals. A Director may be removed by a vote of a majority of the Directors after notice of the removal has been given to the Director. Such removal shall be effective upon receipt of the notice by the Director unless specified to be effective at some other time.
5.5 Vacancies. Any vacancy in the Board may be filled by the Members at any meeting.
Each such successor shall hold office for the unexpired term until his or her successor is chosen, or until he or she sooner resigns or is removed. The Directors shall have all their powers notwithstanding the existence of one or more vacancies in their number.
Article 6: Meetings of the Board of Directors
6.1 Annual Meeting. The Annual Meeting of the Directors shall be held each year immediately before and at the place of the Annual Meeting of the Members, at which the Board is elected. In the event the Annual Meeting is not held on such date, a special meeting in lieu of the Annual Meeting may be held with all force and effect of an Annual Meeting. At the Annual Meeting, a reporting of the previous year’s activities will be given by the President and Treasurer and the Directors shall elect the President, Vice President, Treasurer, Recording Secretary, Membership Secretary and any other Officers of The Society.
6.2 Regular Meetings. Regular meetings of the Directors may be held at such times and places as the Directors may determine.
6.3 Special Meetings. Special meetings of the Directors may be held at any time and place when called by the President or one or more Directors.
6.4 Place of Meetings. All meetings of the Directors shall be held in the Commonwealth of Massachusetts or at any such other place within or outside of the United States as shall be fixed by the President or by the Directors.
6.5 Notice of Meetings. A written notice stating the place, day and hour of any meeting of the Board shall be given to each Director by e-mail or other electronic means at least three (3) business days before the meeting date, addressed to the Director at his or her usual or last known email address. Notice need not specify the purposes of the meeting unless required by law, the Articles of Organization, or these Bylaws, or unless there is to be considered at the meeting (i) a contract or transaction of The Society with “interested persons” (as defined in Article 11 below), or (ii) removal or suspension of an Officer or Director.
6.6. Waiver of Notice. Whenever notice of a meeting is required, such notice need not be given to any Director if a written waiver of notice, executed by him or her (or his or her duly authorized representative) before or after the meeting is filed with the records of the meeting, or to any Director who attends the meeting without protesting the lack of notice to him or her, before or at the commencement of the meeting.
6.7 Quorum. At any meeting of the Board, a majority of the Directors then in office shall constitute a quorum, but a smaller number may adjourn a meeting from time to time without further notice.
6.8 Action by Vote. When a quorum is present at any meeting, a majority of the Directors present and voting shall decide any question, including election of Officers and appointment or election of committees, unless otherwise provided by law, the Articles of Organization, or these Bylaws.
6.9 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 Directors consent to the action in writing and the written consents are filed with the records of the meetings of the Board. Such consents shall be treated for all purposes as a vote at a meeting.
6.10 Presence through Communications Equipment. Unless otherwise provided by law, members of the Board may participate in any meeting of the Board by means of a conference telephone or video or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.
Article 7. Officers
7.1 Number and Qualification. The Officers of The Society shall be a President, Vice President, Recording Secretary, Membership Secretary, and Treasurer, and such other Officers as the Directors may determine. The Society may also have such agents, if any, as the Directors may appoint. The Recording Secretary shall be a resident of Massachusetts unless The Society has a resident agent duly appointed for the purpose of service of process. A person may not hold more than one office at the same time.
7.2 Election and Terms.
a) The President, Vice President, Recording Secretary, and Treasurer shall each be elected every two (2) years by a majority vote of the Board at its Annual Meeting, and shall each serve a two (2)-year term until the next Annual Meeting and thereafter, until their successors shall have been elected or, in each case, until either of them sooner dies, resigns, is removed, or becomes disqualified.
b) The Membership Secretary elected from among the initial Directors shall serve for an initial one (1)-year term. Thereafter, he or she shall be elected every two (2) years by a majority vote of the Board at its Annual Meeting and shall serve until the next Annual Meeting and thereafter, until her or his successors shall have been elected or until she or he sooner dies, resigns, is removed, or becomes disqualified.
c) Other Officers, if any, may be elected by the Directors at any time. With the exception of the positions of Recording Secretary, Membership Secretary, and Treasurer, Officers may succeed themselves up to a total number of six (6) years of service. The positions of Recording Secretary, Membership Secretary, and Treasurer shall not be subject to this limitation.
7.3 General Duties. The Officers are the leaders of The Society. They are expected to exercise imagination and administrative skill in bringing The Society’s effectiveness to newer and higher levels during their terms in office. The President should especially seek to maintain The Society as an active and vigorous organization with programs that carry forward its objectives and serves it Members. He/she should seek to motivate its Officers and the chairpersons of committees to perform their roles with a high degree of competence and to encourage its Members to participate in its programs.
7.4 President. Unless the Directors specify otherwise, the President shall be the chief executive officer of The Society and, subject to the control of the Directors, shall have general charge and supervision of the affairs of The Society. The President shall: call and preside at all meetings of the Members and of the Board; exercise day-to-day management of The Society; see that the other Directors follow through on given responsibilities and assignments; serve as Chair of the Executive Committee, appoint chairpersons of committees, subject to the approval of the Board; serve as an ex-officio member of all committees except the Nominating Committee; appoint the Nominating Committee with the Board’s approval; act as liaison to the Fellowship of Bibliographic Societies; and perform such other duties as required by the Board.
7.5 Vice President. The Vice President shall have all the powers and duties of the President during the absence of the President or during the President’s inability to act. The Vice President shall have such other duties and powers as designated by the Directors or the President.
7.6 Treasurer. The Treasurer shall be the chief financial officer and the chief accounting officer of The Society. He or she shall be in charge of its financial affairs, books of account, accounting records and procedures, funds, securities and valuable papers, and he or she shall keep full and accurate reports thereof. He or she shall also prepare or oversee all reports and filings required by The Commonwealth of Massachusetts, the Internal Revenue Service, and other governmental agencies. He or she shall have such other duties as may be designated by the Directors or the President. During the absence, the disability, or the inability of the Treasurer to perform his or her duties, an appointed alternate shall perform such duties.
7.7 Recording Secretary. The Recording Secretary shall set meeting agendas and record and maintain records of all proceedings of the Directors and the Members in books kept for that purpose, which shall be kept within The Commonwealth at the principal office of The Society or at the office of the Recording Secretary or The Society’s resident agent. Such books shall also contain record of all meetings of incorporators and the original or attested copies of the Articles of Organization and Bylaws and names of all Directors and Members and the address of each. If the Recording Secretary is absent from any meeting of Directors, a temporary Recording Secretary chosen at the meeting shall exercise the duties of the Recording Secretary at the meeting. During the absence, the disability, or the inability of the Recording Secretary to perform his or her duties, an appointed alternate shall perform such duties. The Recording Secretary will annually submit to the state the required Certificate of Change of Directors or Officers of Non-Profit Corporations
7.8 Membership Secretary. The Membership Secretary shall be responsible for maintaining records of the names and email addresses of all Members and dues paid. The Membership Secretary shall also be responsible for emailing annual dues notices and reminders to all Members. The Membership Secretary will work with the Treasurer to ensure current upkeep of the membership list.
7.9 Immediate Past Presidents. The two immediate past Presidents of The Society shall be non-voting members of the Board, but shall act as advisors and counselors to the Officers and Directors in their efforts to ensure that The Society meets its goals and purposes.
7.10 Resignations. Any Officer may resign at any time by giving written notice to the President, the Recording Secretary, or The Society at its principal office. Such resignation shall be effective upon receipt unless specified to be effective at some other time.
7.11 Removals. Any Officer may be removed with or without cause by a vote of a majority of the Directors. An Officer may be removed for cause only after notice of the removal has been given to the Officer with the specific purpose for removal stated. The Officer must be given an opportunity to be heard before the Board.
7.12 Vacancies. The Directors shall elect a successor if the office of the President, Treasurer, Recording Secretary, or Membership Secretary becomes vacant, and may elect a successor if any other office becomes vacant. Each such successor shall hold office for the unexpired term and in the case of the President, Treasurer, Recording Secretary, or Membership Secretary until his or her successor is elected, or until he or she sooner dies, resigns, is removed, or becomes disqualified. The Officers shall have all their powers notwithstanding the existence of one or more vacancies in their number.
Article 8. Committees
8.1 Election and Delegation. The Directors may elect or appoint one or more committees, which may consist of Members who are Directors and Members who are not Directors. The Directors shall determine the make-up of each committee, term of membership, eligibility for reappointment, and committee chairs. All committees shall act through recommendations to the Board, and such recommendations shall take effect if approved by the full Board. Unless the Directors otherwise determine, the Executive Committee shall have all of the powers of the Directors during intervals between meetings of the Board, except for the following powers:
to change the principal office of The Society;
to amend the Bylaws;
to elect Officers;
to change the number of the Board and to fill vacancies in the Board; and
to remove Officers or Directors from office.
8.2 Committee Meetings. Unless the Directors otherwise determine, committee meetings shall be held at such places and at such times as the chair of such committee shall determine. The provisions of Article 6 regarding notice of meetings, quorum, action by vote, and action by writing shall apply to committee meetings as nearly as may be, with the terms “committee” or “committee member(s)” substituted for “Board of Directors” or “Director(s).” The members of any committee shall remain in office at the pleasure of the Directors. A committee member who is absent, without notice, for more than three (3) successive meetings of the committee shall be considered to have resigned. Chairpersons of committees who are not Directors may be invited to attend Board meetings as appropriate, and may speak but not vote.
8.3 Standing Committees. The Society shall have a standing Executive Committee, which shall include the President, who shall serve as Chair, the Vice President, the immediate past President, the Recording Secretary, the Membership Secretary, and the Treasurer, and up to one (1) other elected Director. Upon recommendation of the Executive Committee, the Board may appoint such additional standing committees as it determines appropriate and shall have the power to appoint and delegate some of its powers to one or more of such committees, except as otherwise provided by law, The Society’s Articles of Organization, or these Bylaws.
Article 9. Documents of the Society
9.1 Execution of Papers. Except as the Directors may authorize otherwise, all checks, contracts, deeds, leases, bonds, notes, and other obligations made, accepted or endorsed by The Society shall be signed by the President or the Treasurer of The Society.
9.2 Corporate Records; Archives. The original or attested copies of the Articles of Organization, these Bylaws and records of all meetings of the Directors shall be kept in Massachusetts at the principal office of The Society, at an office of The Society’s Recording Secretary or resident agent, or at the offices of the Massachusetts Historical Society in Boston, Massachusetts. Such copies and records need not all be kept in the same office, but they shall be available at all reasonable times to the inspection by the representative of any Member for any proper purpose relative to the interests or activities of The Society. If possible, the archives of The Society shall be maintained at the Massachusetts Historical Society.
9.3 Recordable Instruments. Any recordable instrument purporting to affect an interest in real estate, executed in the name of The Society by the President, the Vice President (if any), and the Treasurer, shall be binding on The Society in favor of any purchaser or other person relying in good faith on such instrument, notwithstanding any inconsistent provision of the Articles of Organization, these Bylaws, or resolutions or votes of The Society.
Article 10. Compensation
Directors shall be entitled to receive for their services such amount, if any, as the Directors may determine, including expenses of attendance at meetings. Subject to the Articles of Organization and Article 11 below, Directors shall not be precluded from serving The Society in any other capacity and receiving compensation for any such services.
Article 11. Conflicts of Interest
11.1 Recusal. A Director may recuse him or herself from voting or from participating in a meeting at any time that such Director believes that he or she may have a conflict of interest with respect to a matter before the Board, or that he or she is an “interested person,” and that voting or participating in deliberations on such matter would not be appropriate in the circumstances. Such Director shall disclose to the Board the reasons for such recusal. For purposes of these Bylaws, an “interested person” is a Director, a member of a Director’s family, or a business associate of a Director, who has a material financial interest in a contract or transaction to which The Society is to be a party.
11.2 Financial Interests. No contract or transaction between The Society and one or more of its Directors, or between The Society and any other corporation, partnership, association, or other organization in which one or more of The Society’s Directors are directors or officers or have a financial or other interest, shall be void or void-able solely for this reason, or solely because such Director is present at or participates in the meeting of the Board or committee thereof that authorize the contract or transaction, or solely because his or her votes are counted for such purpose, nor shall any Director be under any liability to The Society on account of any such contract or transaction provided:
a) The material facts as to the Directors’ relationship or interest as to the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directors; or
b) The contract or transaction is fair as to The Society as of the time it is authorized, approved or ratified by the Board, a committee of the Board, or otherwise by The Society.
Article 12. Indemnification of Directors
12.1 Directors, Officers, Employees and Committee Members. The Society shall, to the extent that the status of The Society as an organization exempt under the Code is not affected thereby and to the extent legally permissible, indemnify each of its Directors, Officers and employees (each, an “Indemnitee”), against all expenses and liabilities, including reasonable counsel fees, incurred by or imposed upon the Indemnitee in connection with any claim, action, suit, or other proceeding or investigation, whether civil or criminal and including appeals (a “Proceeding”), in which the Indemnitee may become involved, by reason of his or her having acted on behalf of The Society in any activity authorized by The Society. Such indemnification shall include payment by The Society of reasonable expenses incurred in defending a Proceeding, upon receipt of an understanding by the Indemnitee to repay such payment if he or she shall be adjudicated not to have acted in good faith and in the reasonable belief that his or her action was in the best interests of The Society. The Indemnitee shall, as a condition precedent to the Indemnitee’s right to be indemnified hereunder, give to The Society written notice as soon as practicable of any set of facts for which indemnity could or will be sought pursuant to this Article 12.
12.2 Other Agents. The Board may, by general vote or by vote pertaining to a specific agent or class thereof, authorize indemnification of The Society’s agents, other than those persons included above as Indemnitees, to whatever extent the Board may determine. As used herein, the term “Indemnitee” shall include all persons for whom the Board so authorizes indemnification, subject to the specific terms of such authorization.
12.3 Other Rights and Remedies. The indemnification provided by this Article 12 shall not be deemed exclusive of any other rights to which any Indemnitee may be entitled while holding office, and shall continue as to a person who has ceased to be a Director, Officer, employee, or agent and shall inure to the benefit of his or her heirs, executors and administrators. All rights to indemnification under this Article 12 shall be deemed to be in the nature of a contractual obligation of The Society bargained for by each Indemnitee who serves in such capacity at any time while these Bylaws and other relevant provisions of law are in effect. No repeal or modification of these Bylaws shall adversely affect any such rights or obligations then existing with respect to any facts then or until that time existing, or any Proceeding until that time or thereafter brought based in whole or in part upon any such facts. The Society shall also indemnify any Indemnitee for reasonable attorneys’ fees, costs and expense in connection with the successful enforcement of the Indemnitee’s right under this Article 12.
12.4 Insurance. The Board may authorize the purchase and maintenance of insurance in such amounts as the Board may from time to time deem appropriate, on behalf of any person who is or was an Indemnitee, against any liability incurred by such Indemnitee in any such capacity, or arising out of such person’s status as Indemnitee, whether or not such person is entitled to indemnification by The Society pursuant to this Article 12 or otherwise and whether or not The Society would have the power to indemnify the person against such liability.
Article 13. Amendments
These Bylaws, or any provision hereof, may be amended or repealed by the affirmative vote of two-thirds (2/3) of the Members present at any meeting of Members, provided that the substance or effect of the proposed amendment or repeal has been stated in the notice of such meeting. June 2008