AAAS Governing Documents

ARTICLES OF INCORPORATION

OF THE AMERICAN ASSOCIATION FOR THE ADVANCEMENT OF SCIENCE

Commonwealth of Massachusetts

In the Year One Thousand Nine Hundred and Ninety-three

An Act Further Regulating the Incorporation of the American Association for the Advancement of Science.*

Be it enacted by the Senate and House of Representatives in General Court assembled and by the authority of the same, as follows:

Section 1. Joseph Henry of Washington, Benjamin Peirce of Cambridge, James D. Dana of New Haven, James Hall of Albany, Alexis Caswell of Providence, Stephen Alexander of Princeton, Isaac Lea of Philadelphia, F. A. P. Barnard of New York, John S. Newberry of Cleveland, B. A. Gould of Cambridge, T. Sterry Hunt of Boston, Asa Gray of Cambridge, J. Lawrence Smith of Louisville, Joseph Lovering of Cambridge and John LeConte of Philadelphia, their associates, the officers and members of the Association known as the "American Association for the  Advancement of Science" and their successors are hereby made a corporation by the name of the “American Association for the Advancement of Science." Said corporation is organized and shall be operated exclusively for charitable, scientific, literary, and educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986, as amended, including but not limited to the following purposes: (a) to further the work of scientists, to facilitate cooperation among them, to foster scientific freedom and responsibility, to improve the effectiveness of science in the promotion of human welfare, to advance education in science, and to increase public understanding and appreciation of the importance and promise of the methods of science in human progress; and (b) to engage in joint programs and activities and share facilities, with other tax-exempt, charitable, scientific, literary, and educational organizations with a view toward achieving economics of scale, programmatic synergies, and overall enhancement and promotion of the charitable, scientific, literary, and educational purposes of said corporation and such other tax-exempt organizations. Said corporation shall have all the powers and privileges and be subject to the restrictions, duties, and liabilities set forth in the General Laws which now or hereafter may be in force and applicable to such corporation, including without limitation the power to engage in any lawful activity in furtherance of its purposes and each of the powers which may be authorized to a corporation under section six of chapter one hundred and eighty of the General Laws.

Section 2. Said corporation may have and hold by purchase, grant, gift, or otherwise, real estate not exceeding five million, five hundred thousand dollars in value, and personal estate in any amount.**

Section 3. Any two of the corporators above named are hereby authorized to call the first meeting of the said corporation in the month of August next ensuing, by notice thereof by mail, to each member of the said Association.

Section 3A. No part of the assets or net earnings of said corporation, current or accumulated, shall inure to the benefit of or be distributable as dividends or otherwise to the directors, officers, or employees of said corporation or to other private persons, except that said corporation is authorized and empowered to pay reasonable compensation for services actually rendered and to make payments and distributions to further its charitable, scientific, literary, and educational purposes.

No director, officer, employee, member of a committee, person connected with said corporation, or any other private individual shall be entitled to or shall share in the distribution of the corporate assets upon the said corporation's dissolution. Upon dissolution or winding up of said corporation's affairs, whether voluntary or involuntary, all of its assets then remaining in the hands of the board of directors shall, after paying or making provision for payment of all of said corporation's liabilities, be distributed, transferred, conveyed, delivered, and paid over only to educational, scientific, literary, or charitable organizations that are exempt from federal income tax under section 501(c )(3) of the Internal Revenue Code of 1986, as amended, and which are not private foundations within the meaning of section 509(a) of the Internal Revenue Code of 1986, as amended, on whatever terms and conditions and in whatever amounts the board of directors may determine, for use exclusively for educational scientific, literary, or charitable purposes, except that no distribution shall be made to organizations testing for public safety.

No substantial part of the activities of said corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and said corporation shall not participate or intervene in, including the publication or distribution of statements, political campaigns on behalf of or in opposition to any candidate for public office, whether by publishing or distributing statements or otherwise.

Section 3B.  The directors may make, amend, or repeal the by-laws of said corporation in whole or in part.***

Section 4. This act shall take effect upon its passage.

*The original Articles of Incorporation were enacted by the Massachusetts Legislature in 1874. In 1993, by the passage of S1524, Chapter 53, the Legislature modified and updated these Articles so that they read as presented here.
 

**By Special Meeting of the Massachusetts Legislature, in Chapter 180, enacted October 1, 1971, a blanket modification was established which empowered the corporation to hold real and personal property in an unlimited amount.

***Section 3B was added to the charter by special vote of the AAAS membership and approval of the Massachusetts Secretary of State in December 2022.

 

House of Representatives, May 17, 1993                                    In Senate, May 17, 1993                                             

Passed to be enacted,                                                                 Passed to be enacted,

Charles F. Flaherty, Speaker                                                       William M. Bulger, President

 

26 May, 1993
Approved,
at nine o'clock and 29 minutes a.m.
William F. Weld, Governor

 

 

 

 

Adopted by the AAAS Board of Directors – March 5, 2023

AMENDED AND RESTATED BYLAWS

OF

THE AMERICAN ASSOCIATION FOR THE ADVANCEMENT OF SCIENCE (THE “ASSOCIATION”)

SECTION 1. ARTICLES OF ORGANIZATION, LOCATION, CORPORATE SEAL, AND FISCAL YEAR

1.1. Articles of Organization. The name and purposes of the Association shall be as set forth in its Articles of Organization. These Bylaws, the powers of the Association and of its members, Directors, and Officers, and all matters concerning the conduct and regulation of the affairs of the Association shall be subject to such provisions in regard thereto, if any, as are set forth in the Articles of Organization as from time to time in effect.

1.2. Location. The principal office of the Association in The Commonwealth of Massachusetts shall initially be located at the place set forth in the Articles of Organization of the Association.

1.3. Corporate Seal. The Directors may adopt and alter the seal of the Association.

1.4. Fiscal Year. The fiscal year of the Association shall end on December 31 in each year.

SECTION 2. MEMBERS

2.1. Number, Election and Qualification. Any individual who supports the objectives of the Association and is willing to contribute to the achievement of those objectives is qualified for membership in the Association. Membership in the Association shall be granted to any individual who meets the membership criteria set by the Association as may be updated by the Board of Directors from time to time. There shall be no limit on the number of members that the Association may have.

2.2. Tenure. Each member will qualify as a member of the Association so long as such member continues to meet the membership criteria set by the Board of Directors and as may be updated from time to time, or until such member sooner dies, resigns, or ceases to meet the membership criteria.

2.3. Powers and Rights. The members shall exercise all such powers and rights of members pursuant to law or as set forth in these Bylaws. The power and authority to take any of the following actions shall be reserved to the members:

(i) To vote for the President-Elect;

(ii) To vote for the Elected Directors (defined herein); and

(iii) To vote on the removal of the Elected Directors or Appointed Directors (as defined herein) by a two-thirds vote pursuant to Section 4.5.

2.4. Annual Meeting. There shall be an annual meeting of members to be held each year on such date and at such time as shall be fixed by the Clerk, in consultation with the Chair of the Board of Directors and the President, for the election of the Elected Directors in accordance with Section 4.2 and the President-Elect in accordance with Section 6.4, and for the conduct of such other business as may come before the meeting.

2.5. Regular Meetings. Regular meetings of the members may be held at such times as the President, the Clerk, or the Board of Directors may determine.

2.6. Special Meetings. Special meetings of the members may be held at any time when called by the President, the Chair of the Board of Directors, or the Board of Directors; or may be held upon written application to the Clerk or in the case of the death, absence, incapacity or refusal of the Clerk, by any other Officer, by members representing the number of members required for a quorum in Section 2.9.

2.7. Place of Meetings. All meetings of the members shall be held at the principal office of the Association in Massachusetts or at such other place within the United States as the President, Clerk, or Board of Directors shall determine. 2.8. Notice of Meetings. A written notice of each meeting of members, stating the place, date and time, and the purposes of the meeting, shall be given at least five (5) days before the meeting to each member by leaving such notice at the member’s usual place of business, or by mailing it, postage prepaid, addressed to such member at the address as it appears in the records of the Association, or at least twenty-four (24) hours before the meeting by sending such notice by electronic mail to the email address of any member as it appears in the records of the Association. Whenever notice of a meeting is required, such notice need not be given to any member if a written waiver of notice, executed by the member (or the member’s attorney thereunto authorized) before or after the meeting, is filed with the records of the meeting.

2.9. Quorum. At any meeting of the members three percent (3%) of the active members in good standing (whether present in person or by proxy or otherwise duly represented) shall constitute a quorum, except when a larger quorum is required by law, by the Articles of Organization, or by these Bylaws. 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 the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

2.10. Action by Vote. Each member shall have one (1) vote. When a quorum is present at any meeting, a majority of the votes properly cast by members present in person or duly represented shall decide any question, including election to any office, unless otherwise provided by law, the Articles of Organization, or these Bylaws.

2.11. Action by Writing. Any action required or permitted to be taken at any meeting of the members may be taken without a meeting if all members consent to the action in writing (including written communications made via electronic means) and the written consents are filed with the records of the meetings of the members. Such consents shall be treated for all purposes as a vote at a meeting.

2.12. Proxies. Members may vote either in person or by written proxy (including proxies delivered via electronic means) dated not more than six (6) months before the meeting named therein, which proxies shall be filed before being voted with the Clerk or other person responsible for recording the proceedings of the meeting. Unless otherwise specifically limited by their terms, such proxies shall entitle the holders thereof to vote at any adjournment of the meeting but the proxy shall terminate after the final adjournment of such meeting.

SECTION 3. SPONSORS, BENEFACTORS, CONTRIBUTORS, ADVISORS, FELLOWS, OR FRIENDS OF THE ASSOCIATION

The Directors may designate certain persons or groups of persons as sponsors, benefactors, contributors, advisors, fellows, or friends of the Association, or such other title as they deem appropriate. Such persons shall serve in an honorary capacity and, except as the Directors shall otherwise designate, shall in such capacity have no right to notice of or to vote at any meeting, shall not be considered for purposes of establishing a quorum, and shall have no other rights or responsibilities.

SECTION 4. BOARD OF DIRECTORS

4.1. Powers. The affairs of the Association shall be managed by the Directors (the “Directors”) serving on the Board of the Association (the “Board” or the “Board of Directors”) who shall have and may exercise all the powers of the Association except those powers reserved to the members by law, the Articles of Organization, or these Bylaws.

4.2. Number and Election. The number of Directors constituting the entire Board of Directors shall be not less than twelve (12) nor more than eighteen (18). The Board of Directors shall consist of eight (8) Directors elected by the members (the “Elected Directors”); up to four (4) Directors appointed by the Directors (the “Appointed Directors”); the Treasurer; the President-Elect; the President; the Immediate Past President; and the Chair of the Association’s Council (the Treasurer, the President-Elect, the President, Immediate Past President, and the Chair of the Association’s Council, together with the Chief Executive Officer, the “Officer Directors”). Additionally, the Chief Executive Officer shall serve as an ex officio Director without a vote and shall not be counted for purposes of determining whether a quorum exists. The number of Directors may be increased or decreased by amendment of these Bylaws or by action of the Board.

4.3. Term of Office. The Elected Directors and Appointed Directors shall hold office for four (4) year terms, or until such Director sooner dies, resigns, is removed, or becomes disqualified. Such Directors may not serve for more than eight (8) consecutive years on the Board of Directors. The Officer Directors shall hold office as Directors for a term concurrent with their term as Officers (or, in the case of the Chair of the Association’s Council, as the Chair of the Association’s Council).

4.4. Resignations. Any Director may resign at any time by delivering a resignation in writing to the Chair of the Board of Directors or the Chief Executive Officer or to the Association at its principal office. Such resignation shall be effective upon receipt unless specified to be effective at some other time.

4.5. Removals. The Elected Directors and Appointed Directors may be removed with or without cause by two-thirds of the Directors then in office or by the active members in good standing pursuant to a two-thirds removal vote of voting members at a meeting where a quorum is present. The Officer Directors may be removed with or without cause by two-thirds of the Directors then in office. A Director may be removed for cause by the Board of Directors only after reasonable notice and opportunity to be heard before the Board of Directors.

4.6. Vacancies. Any vacancy in the Appointed Directors or Elected Directors, including a vacancy resulting from the enlargement of the Board, may be filled by the recommendation of the Chief Executive Officer and the Chair of the Board of Directors and approval of the Board for the remainder of such Director’s term. Vacancies in the offices of the Officer Directors (other than the Chair of the Association’s Council) shall be filled in accordance with Section 6.2. Vacancies in the office of the Chair of the Association’s Council shall be filled by the Association’s Council in accordance with the charter of the Council. The Directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number.

4.7. Meetings of the Board. The annual meeting of the Board shall be held each year at a time selected by the Chair of the Board of Directors for the transaction of such other business as may properly come before the meeting. Regular meetings of the Directors may be held at such places and at such times as the Chair of the Board of Directors, President, the Clerk, or the Board of Directors may determine. Special meetings of the Directors may be held at any time and at any place when called by the Chair of the Board of Directors, the Clerk, or by three (3) or more Directors.

4.8. Notice of Meetings. A written notice of each meeting of the Directors, stating the place, date and time, and the purposes of the meeting, shall be given at least five (5) days before the meeting to each Director entitled to vote thereat and to each other Director who, by law, by the Articles of Organization, or by these Bylaws, is entitled to notice, by leaving such notice with such Director at such Director’s residence or usual place of business, by mailing it, postage prepaid, addressed to such Director at the Director’s address as it appears in the records of the Association, or at least twenty-four (24) hours before the meeting by sending such notice by electronic mail to the email address of any Director as it appears in the records of the Association. Whenever notice of a meeting is required, such notice need not be given to any Director if a written waiver of notice, executed by such Director (or such Director’s attorney thereunto authorized) before or after the meeting, is filed with the records of the meeting, or to any Director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to such Director. Neither such notice nor waiver of notice need specify the purposes of the meeting, unless otherwise required by law, the Articles of Organization, or these Bylaws.

4.9. Quorum. At any meeting of the Board a majority of the Directors entitled to vote then in office shall constitute a quorum. Any meeting may be adjourned by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

4.10. 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, unless otherwise provided by law, the Articles of Organization, or these Bylaws. 

4.11. Action by Writing. Any action required or permitted to be taken at any meeting of the Directors may be taken without a meeting if all the Directors consent to the action in writing (including written communications made via electronic means) and the written consents are filed with the records of the meetings of the Directors. Such consents shall be treated for all purposes as a vote at a meeting.

4.12. Presence Through Communications Equipment. Unless otherwise provided by law or the Articles of Organization, members of the Board of Directors may participate in a meeting of such Board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.

SECTION 5. COMMITTEES

5.1. Standing Committees of the Board of Directors. The Association shall have as standing committees of the Board of Directors an Investment and Finance Committee, Audit Committee, and Executive Committee. The Board of Directors may, acting on its own or upon recommendation of the Chair of the Board of Directors, by resolution passed, designate one or more other committees and, to the extent such committee consists solely of one or more Directors (or consists of one or more Directors as well as other non-Director individuals serving in a non-voting capacity or being prohibited from voting on matters concerning the exercise of powers or authority of the Board of Directors delegated to such committee), may have such powers of the full Board of Directors as the Board of Directors expressly delegates. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified committee member at any meeting of the committee. In the absence or disqualification of a committee member, the committee member(s) present at any meeting and not disqualified from voting, whether or not such committee members constitute a quorum, may unanimously appoint another Director to act at the meeting in the place of any such absent or disqualified committee member.

5.2. Committee Powers. Any committee consisting solely of one or more Directors (or consisting of one or more Directors as well as other non-Director individuals serving in a non-voting capacity), to the extent provided in a resolution of the Board or its Board of Directors-approved charter, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Association, but no such committee shall have the power or authority to (i) change the principal office of the Association, (ii) to appoint Officers and to fill vacancies in any such offices, or (iii) approve or adopt any action or matter expressly required by law or these Bylaws to be submitted to the Board of Directors or members for approval.

5.3. Executive Committee. The Executive Committee shall consist of the Chair of the Board of Directors, Immediate Past President, President, President-Elect, Treasurer, and Chief Executive Officer (who shall serve as an advisory member without a vote and shall not be counted for purposes of determining whether a quorum exists). The Executive Committee shall have the authority to act for the Board of Directors between meetings with all powers of the Board except to the extent such authority is expressly reserved to the Board of Directors only by resolution of the Board of Directors or pursuant to an Executive Committee charter; provided, however, that the Executive Committee shall not have the authority to take any of the actions set forth in Section 55 of Chapter 156B of the Massachusetts General Laws.

5.4. Investment and Finance Committee. The Investment and Finance Committee shall be chaired by the Treasurer and include the Chair of the Board, Immediate Past President, President, President-Elect, up to two (2) Directors who are not members of the Executive Committee, and up to two (2) individuals who are not Directors and are determined by the Board of Directors to be independent and disinterested. To the extent the Board empowers the Investment and Finance Committee to exercise any power or authority of the Board, the Investment and Finance Committee’s non-Director members will be deemed non-voting members of the Investment and Finance Committee for purposes of exercising such power or authority. Committee members shall serve for the terms set forth in the Investment and Finance Committee charter. The Investment and Finance Committee shall have such responsibilities as set forth in its charter or as otherwise granted by the Board of Directors by resolution.

5.5. Audit Committee. The Audit Committee shall be chaired by the Treasurer and include the Chair of the Board, President, President-Elect, and up to two (2) additional Directors selected by the Board of Directors, and such non-Director members as selected by the Board of Directors. To the extent the Board empowers the Audit Committee to exercise any power or authority of the Board, the Audit Committee’s non-Director members will be deemed non-voting members of the Audit Committee for purposes of exercising such power or authority. Committee members shall serve for the terms set forth in the Audit Committee charter. The Audit Committee shall have such responsibilities as set forth in its charter or as otherwise granted by the Board of Directors by resolution.

5.6. Advisory and Operating Committees. The Board of Directors may, by resolution passed, designate one or more advisory or operating committees whose membership may include individuals who are not Directors. All such committees shall be advisory and shall have authority granted in their charters to make recommendations to the Board of Directors, the Board of Directors’ standing committees, to the Chair of the Board of Directors, or to the Chief Executive Officer, each for action within the scope of its authority.

5.7. Nominations and Leadership Development Committee. The Nominations and Leadership Development Committee (or “Nominations Committee”) shall consist of twelve (12) individuals. Each individual elected to the Nominations Committee shall serve for a term of two (2) years unless a shorter term is set by resolution of the Board of Directors. The Immediate Past President shall serve as chair of the Nominations Committee. The Chief Executive Officer will serve ex officio as a voting member of the Nominations Committee. The President and President-Elect will serve ex officio as non-voting members of the Nominations Committee. The Nominations Committee will be responsible for identifying and nominating candidates for the Elected Director positions, the role of President-Elect, and successor members of the Nominations Committee in accordance with its charter.

5.8. Council. The Association shall have a Council, which shall have such membership and responsibilities as set forth in its charter, which shall be adopted initially by the Board of Directors and may be amended from time to time pursuant to the terms of such charter.

5.9. Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter, and repeal rules for the conduct of its business. In the absence of a contrary provision by the Board or in rules adopted by such committee, a majority of the entire authorized number of members of each committee shall constitute a quorum for the transaction of a business, the vote of a majority of the committee members present at a meeting at the time of such vote if a quorum is then present shall be the act of such committee, and each committee shall otherwise conduct its business in the same manner as the Board conducts its business under Section 3 of these Bylaws.

5.10. Committee Action Without Meeting. Unless otherwise restricted by the Articles of Organization or these Bylaws, any action required or permitted to be taken at any meeting of such committee may be taken without a meeting if all committee members consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Any one or more members of such committee may participate in a meeting of the committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting by such means shall constitute presence in person at the meeting.

SECTION 6. OFFICERS AND AGENTS

6.1. Number and Qualification. The officers of the Association shall be the Chair of the Board of Directors, President-Elect, President, Immediate Past President, Treasurer, Clerk, Chief Executive Officer and such other officers, if any, as the Directors may determine (each, an “Officer,” and collectively, the “Officers”). Each individual serving as an Officer, other than the President, President-Elect, and Immediate Past President, will be elected by the Board of Directors at a meeting of the Board of Directors as determined from time to time by the Board of Directors. The Association may also have such agents, if any, as the Directors may appoint. The Clerk shall be a resident of Massachusetts unless the Association has a resident agent duly appointed for the purpose of service of process. If required by the Directors, any Officer shall give the Association a bond for the faithful performance of the duties of such office in such amount and with such surety or sureties as shall be satisfactory to the Directors.

6.2. Term of Office; Removal; Vacancies. Each Officer shall hold office for the term for which such person is appointed and until such person’s successor is appointed and qualified or until such person’s earlier death, resignation, or removal. Any Officer may be removed with or without cause by a two-thirds vote of the Directors then in office. The Directors shall elect a successor if any Officer position, other than President or Immediate Past President, becomes vacant. Each such successor shall hold office for the unexpired term and thereafter until such person’s successor is appointed and qualified or until such person’s earlier death, resignation, or removal. If the office of President becomes vacant, the then-current President-Elect will succeed to the office of President upon such vacancy with no further action required and shall hold such office for the remainder of the unexpired term caused by the vacancy as well as the following one (1) year term. If the office of Immediate Past President becomes vacant, such position will not be filled for the remainder of the term.

6.3. Resignation. Any Officer may resign at any time by giving written notice to the Association. Unless otherwise specified in the written notice, the resignation shall be effective upon delivery to the Association. Vacancies resulting from any resignation or removal of an Officer appointed by the Board of Directors may be filled by the Board of Directors. An Officer appointed to fill a vacancy shall hold office for the unexpired term of such person’s predecessor in office, and until such person’s successor is appointed and qualified.

6.4. President-Elect. The members shall elect the President-Elect. The President-Elect shall serve for a term of one (1) year and serve as a member of the Board of Directors. Following conclusion of the President-Elect’s one (1) year term, or the earlier removal, resignation, or death of the President, the President-Elect shall become the President of the Association.

6.5. President. The President-Elect shall assume the role of President at the conclusion of the President-Elect’s one (1) year term. The President shall serve for a term of one (1) year and serve as a member of the Board of Directors.

6.6. Immediate Past President. After the expiration of the President’s term, the outgoing President shall remain an Officer of the Association for a one (1) year term and serve as a member of the Board of Directors.

6.7. Chair of the Board of Directors. The Association shall have a Chair of the Board of Directors. The Chair shall be a Director and shall be selected upon a majority vote of all voting Directors on the Board of Directors at a meeting at which a quorum is present. The Chair will serve for a two (2) year term and may serve an additional one (1) year term at the election of the Board of Directors, so long as the Chair has at least one (1) year remaining in their term as a Director. The Chair shall preside at all meetings of the Directors, except as the Directors shall otherwise determine, as applicable, and shall have such other powers and duties as may be determined by the Directors.

6.8. Chief Executive Officer. The Chief Executive Officer shall, subject to the control of the Directors, shall have general charge and supervision of the affairs of the Association. The Chief Executive Officer shall be the custodian of the Association’s operating funds and shall have such other roles and responsibilities as delegated by the Board of Directors. The Chief Executive Officer shall also serve as the Clerk.

6.9. Treasurer. The Treasurer shall, through delegation to the Chief Executive Officer and/or other appropriate employees of the Association, be charged with oversight of the financial affairs of the Association, subject to the control and direction of the Board of Directors, and, through such delegation, shall cause to be kept complete and accurate accounts of receipts and disbursements of the Association. The Treasurer shall shall perform all duties incident to the office of Treasurer, subject to the supervision of the Board of Directors, and such other duties as shall from time to time be assigned by the Board of Directors.

6.10. Clerk. The Clerk shall record and maintain records of all proceedings of the members and Directors in a book or series of books kept for that purpose, which book or books shall be kept within the Commonwealth at the principal office of the Association or at the office of its Clerk or of its resident agent. Such book or books shall also contain records of all meetings of incorporators and the original, or attested copies, of the Articles of Organization and Bylaws and names of all members and Directors and the address of each. If the Clerk is absent from any meeting of members or Directors, a temporary Clerk chosen at the meeting shall exercise the duties of the Clerk at the meeting.

6.11. Compensation of Agents and Employees. The Association may pay compensation in reasonable amounts to agents and employees for services rendered, such amount to be fixed by the Board, with authority delegated to the Chief Executive Officer. The Board may require agents or employees to give security for the faithful performance of their duties.

SECTION 7. EXECUTION OF PAPERS

Except as the Directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts, and other obligations made, accepted, or endorsed by the Association shall be signed by the President, Chief Executive Officer, Chair of the Board of Directors, or Treasurer.

Any recordable instrument purporting to affect an interest in real estate, executed in the name of the Association by the Chief Executive Officer, President, Chair of the Board, or the Treasurer shall be binding on the Association in favor of a purchaser or other person relying in good faith on such instrument notwithstanding any inconsistent provisions of the Articles of Organization, Bylaws, resolutions, or votes of the Association.

SECTION 8. COMPENSATION; PERSONAL LIABILITY

8.1. Compensation. The Association shall not pay any compensation to Directors for services to the Association, except that Directors may be reimbursed for expenses incurred in the performance of their duties to the Association, in reasonable amounts as approved by the affirmative vote of a majority of the disinterested Directors then in office.

8.2. No Personal Liability. The members, Directors, and Officers of the Association shall not be personally liable for any debt, liability, or obligation of the Association. All persons, corporations, or other entities extending credit to, contracting with, or having any claim against, the Association, may look only to the funds and property of the Association for the payment of any such contract or claim, or for the payment of any debt, damages, judgment, or decree, or of any money that may otherwise become due or payable to them from the Association.

SECTION 9. INDEMNIFICATION

9.1. The Association shall, to the extent legally permissible, indemnify each person who serves as one of its Directors or Officers, or who serves at its request as a director, trustee, or officer of another organization or in a capacity with respect to any employee benefit plan (each such person being called in this Section 9, a “Person”) against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by such Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which such Person may be involved or with which such Person may be threatened, while in office or thereafter, by reason of being or having been such a Person, except with respect to any matter as to which such Person shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Association or, to the extent that such matter relates to service at the request of the Association for another organization or an employee benefit plan, in the best interests of such organization or of the participants or beneficiaries of such employee benefit plan. Such best interests shall be deemed to be the best interests of the Association for the purposes of this

Section 9. 9.2. Notwithstanding the foregoing, as to any matter disposed of by a compromise payment by any Person, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interests of the Association, after notice that it involves such indemnification, (a) by a disinterested majority of the Directors then in office; (b) by a majority of the disinterested Directors then in office, provided that there has been obtained an opinion in writing of independent legal counsel to the effect that such Person appears to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Association; or (c) by a majority of the disinterested members, voting as a single class.

9.3. Expenses, including counsel fees, reasonably incurred by any Person in connection with the defense or disposition of any such action, suit, or other proceeding may be paid from time to time by the Association in advance of the final disposition thereof upon receipt of an undertaking by such Person to repay the amounts so paid if such Person ultimately shall be adjudicated to be not entitled to indemnification under this Section 9. Such an undertaking may be accepted without reference to the financial ability of such Person to make repayment.

9.4. The right of indemnification hereby provided shall not be exclusive. Nothing contained in this Section shall affect any other rights to indemnification to which any Person or other corporate personnel may be entitled by contract or otherwise under law.

9.5. The Association may purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee, or agent of the Association, or who is or was serving at the request of the Association as a member, Director, trustee, or officer of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the Association would have the power to indemnify such person against such liability under the provisions of this Section 9.

9.6. In no case, however, shall the Association indemnify, reimburse, or insure any person for any taxes imposed on such individual under Chapter 42 of the Internal Revenue Code of 1986, as amended (the “Code”). Further, if at any time the Association is deemed to be private foundation within the meaning of Section 509 of the Code, then during such time, no payment shall be made under this Section if such payment would constitute an act of self-dealing or a taxable expenditure, as defined in Section 4941(d) or 4945(d), respectively, of the Code.

9.7. As used in this Section 9, the term “Person” includes such Person’s respective heirs, executors, and administrators, and a “disinterested” member, Director, or Officer is one against whom in such capacity the proceeding in question, or another proceeding on the same or similar grounds, is not then pending.

9.8. If any part of this Section 9 shall be found in any action, suit, or proceeding to be invalid or ineffective, the validity and the effectiveness of the remaining part shall not be affected.

SECTION 10. AMENDMENTS

These Bylaws may be altered, amended, or repealed at any annual or special meeting of the members, notice of which shall specify the subject matter of the proposed alteration, amendment, or repeal or the sections to be affected thereby, by vote of a majority of the members in attendance, in person or by proxy, at such meeting. These Bylaws may also be altered, amended, or repealed by vote of a majority of the Directors then in office, except with respect to any provision thereof which by law, the Articles of Organization, or the Bylaws requires action by the members. Not later than the time of giving notice of the meeting of members next following the amending or repealing by the Directors of the Bylaws, notice thereof stating the substance of such change shall be given to all members. If the Bylaws are so altered, amended, or repealed by the Directors, such provisions of the Bylaws may be further altered or amended or reinstated by the members in the above manner.

SECTION 11. EFFECTIVE DATE

These Amended and Restated Bylaws are effective as of March 5, 2023 and supersede, amend, and restate as a single governing document both the Association’s Constitution and Bylaws, as each were previously amended.