The NESFA By-Laws
with Historical Annotations

Article V: Management

• 5.1 The Executive Board, consisting of the Officers, shall be the governing body of the Corporation and shall have the powers of corporate directors, within the meaning of Chapter 180, Section 6A, of the Massachusetts General Laws. Except as otherwise provided in these by-laws, the Executive Board shall have general control and management of the property and business of the Corporation.
  [The Executive Board was referred to as the "Executive Committee" until 3/71; the 1967-71 Constitution referred to the Association as "governed by a Board of Directors and by an Executive Committee", though the Board of Directors had little power. The references to corporate directors and the General Laws ("Section 6A" replaced "Section 7" in 2/72) were added in 3/71. Until 3/75 "the Officers" read "the five Officers".]

• 5.2 In addition to the powers and authority expressly conferred on them, the Executive Board and the Membership may each exercise any powers of the Corporation and do any lawful acts and things the doing of which is not otherwise provided for by law or in these by-laws. The provisions of Section 5.3 apply to all such actions and decisions taken pursuant to this section. [3/71]

• • 5.3 (a) At each meeting of the Membership, the Executive Board shall give a complete report of its activities since the last meeting, and the individual Officers shall report on their own activities. The Membership may vote on any matter contained in any of the reports, including any matter previously considered by the Executive Board.

  • (b) Any decision voted by the Membership is binding on the Executive Board and on each Officer. The Membership may, by a two-thirds vote, overrule any decision already taken by the Executive Board.
    [Under the 1967-71 By-Laws it took "a majority of the Membership present or represented" to make a "final and binding" decision.]

  • (c) The Membership or the Executive Board may, by majority vote, overrule any decision already taken by the President or by any other Officer.

• • 5.4 (a) The Treasurer may, in the ordinary course of business, make or authorize the making of any expenditure or obligation in any amount not exceeding fifty dollars ($50). The Executive Board may make or authorize the making of any expenditure or obligation in any amount not exceeding one hundred fifty dollars ($150). The Membership may make or authorize the making of any expenditure or obligation in any amount whatsoever.
    [Until 4/82 the amounts above were $25 and $75 respectively. The 1967-71 By-Laws were much simpler on these points, simply saying that "all expenditures exceeding $25 [$75] must be approved by the Executive Committee [the Membership]."]

  • (b) Except as otherwise provided in these by-laws, every check, promissory note, or draft of whatever amount shall be signed on behalf of the Corporation by the Treasurer or the Treasurer's personally authorized representative, and by the President, the Clerk, or such other person as the Executive Board may designate.
    [3/71. Under the 1967-71 By-Laws checks were to be signed "either by both the President and the Treasurer or by both the Treasurer and the Clerk"; as for promissory notes, the Treasurer then had "sole and exclusive right ... to obligate the Corporation by the making, signing, endorsing, and delivering of any promissory note". From 3/71 until 11/79 the text read "check, promissory note, draft, or demand for money". The initial "Except as otherwise provided" clause was added in 8/82, the reference being to Boskone checks (Section 11.4(d)).]

  • (c) Every contract, deed, or other instrument shall be signed on behalf of the Corporation by the President, by the Clerk, or by such other person or persons as the Executive Board or the President may from time to time designate. [3/71]

  • (d) Any instrument requiring the affixing of the Corporate Seal shall be executed and attested to in such manner and by such persons as the Executive Board shall determine. [3/71]

  • (e) The fiscal year of the Corporation begins on the first day of May and ends on the last day of April of the following calendar year. The Treasurer holding office at the end of the fiscal year shall be responsible for closing the books of the Corporation for that fiscal year, and shall assist in completing any tax forms required for all or part of his or her term of office.
    [The final clause was in substance included in the 1967-71 By-Laws, eliminated in 3/71, and restored in its present form in 11/75: it usually takes several months after the end of the fiscal year to complete the tax forms. In 1967-71 the outgoing Clerk was also responsible for "filing the annual information report with the Secretary of the Commonwealth and the annual information and receipts/disbursements report" with the IRS.]

  [This section of the 1967-71 By-Laws had one additional financial provision, requiring the Treasurer to "maintain a petty cash fund as specified by the Executive Committee."]

• 5.5 The Executive Board may, in an emergency situation, make or approve the making of any expenditure or obligation exceeding the limit imposed on them in Subsection 5.4 (a), under the following conditions:

  • (a) The matter must be of such urgency that it cannot wait until the next regular meeting of the Membership or until a special meeting can be held.

  • (b) Before making any decision, the Board shall obtain the opinions of as many of the Regular Members as can be reached. The actual decision shall then be taken at a meeting of the Board, any action requiring the approval of at least two thirds of the Officers. [The phrase "two thirds" replaced "four" (of five), 3/75.]

  • (c) The Board shall report the action taken by them to the next meeting of the Membership for approval. If the Membership refuses to approve, the action shall be reversed by the Corporation insofar as possible, but the Officers shall not be personally liable for such action, provided that they have, in good faith, followed the procedures set forth in this section.

  • (d) Whenever the provisions of this section are invoked, whether or not any action is actually taken thereunder, the Board shall record the opinions obtained by them from the Regular Members and the circumstances of every unsuccessful attempt to reach a Regular Member, and they shall make such information available to any Regular, Inactive, or General Member on request. They shall also record and report to the Membership a summary of the opinions obtained, as well as the vote of each Officer on the proposal, and shall inform the Membership of their right to request further information. ["Inactive" added 9/75.]

  [The original Constitution and By-Laws contained no such emergency provisions. After an emergency purchase (of a mimeo and an electrostenciller) had been made without authorization, various proposals were made to protect the Executive Board in future situations of the same type. The original version (more general, and not limited to expenditures) was defeated in 9/70, but the present Section 5.5 was adopted in 1/71.]

• 5.6 The Executive Board shall determine the location of the principal office of the Corporation within the Commonwealth of Massachusetts. Additional offices may be established by the Board within or without Massachusetts.
  [2/72, essentially identical to the 1967-71 provision. The 3/71 By-Laws defined the office as 33 Unity Ave., Belmont (then the residence of the President and Clerk).]

• • 5.7 (a) Regular meetings of the Executive Board shall be held at such times and places, within or without Massachusetts, as the Board shall determine. Special meetings of the Board may be scheduled by the President. Whenever the Offices of President and Vice-President are both vacant, any other Officer may schedule a special meeting of the Board.
    [3/71. Under the 1967-71 Constitution, Executive Committee meetings were to be "from time to time as necessary ... at the convenience of the Executive Committee."]

  • (b) A quorum of the Board consists of three Officers, but whenever vacancies in several Offices result in the availability of only two Officers, such Officers constitute a quorum for the purpose of temporarily filling vacancies in accordance with Section 3.9. [3/71]

  • (c) Each Officer shall be notified of the place, date, and hour of each meeting of the Board. Notice may be given orally, by telephone, by telegraph, or in writing, and is valid if given in time to enable the Officer to attend, or if given according to Subsection 10.2(g) of these by-laws. Notice given in the form of an announcement made at a prior meeting of the Board or of the Membership is valid as to those Officers present at such prior meeting. [3/71]

  • (d) A meeting of the Board is valid without prior notice if all Officers are present, or if each Officer not present waives such notice by a writing included with the records of the meeting. [3/71]

  • (e) Except for the provisions of Section 5.5, any action required or permitted to be taken by the Board at a meeting may be taken without a meeting if all the Officers consent to the action in writing and the written consents are filed with the minutes of Board meetings. Such written consents shall be treated for all purposes as a vote at a meeting. [Added 2/72.]

  • (f) Meetings of the Board shall be conducted according to the latest edition of Robert's Rules of Order, or according to such other rules as the Board may adopt.

• 5.8 The Rules Committee or the Finance Committee may, with the consent of the Membership, require that Officers or agents be bonded by the Corporation, in such sum and with such sureties as the committee prescribes, for the faithful performance of their duties and for the faithful restoration to the Corporation, in case of their death, resignation, retirement, or removal from office, of all books, papers, vouchers, moneys, checks, and other property of whatever kind in their possession or under their control and belonging to the Corporation.
  [3/71, mentioning the Rules Committee only. The 1967-71 Constitution referred only to bonding of the Treasurer, and gave the power to require such bonding to the Board of Directors. Reference to "agents" added 11/75. Finance Committee added 4/92, when the committee was given constitutional status: cf. Section 6.5A.]

• 5.9 The Rules Committee or the Finance Committee may examine all official records of the Corporation, its Officers, committees, agents, and the like.
  [11/79, for the Rules Committee only; Finance Committee added 4/92.]

• 5.10 The Finance Committee shall appoint auditing subcommittees of its membership to examine and report on the annual report of the Corporate Treasurer and the final reports of all Boskone Treasurers; other reports of the Treasurers may also be audited at the Finance Committee's discretion. No Treasurer shall be a member of the subcommittee charged with examining his or her own books.
  [4/92. The auditing requirement was first passed in 11/79, as part of Section 5.9, with the responsibility given to the Rules Committee (which did nothing about it until 1983, and never did the job very well). (The text then referred to "the annual and final reports" of Boskone Treasurers.) In 4/92 the responsibility was transferred to the Finance Committee, when the latter became a standing committee: cf. Section 6.5A. See Section 2.6 of the Standing Rules for the implementation of the auditing requirement.]