Cummings Foundation Grant Recipient
Cummings Foundation Grant Recipient

NAASR Bylaws

Approved by Executive Committee on 12.28.2022
Approved by the Board of Directors 2.27.2023
Approved by the Special Assembly of Members 6.10.2023

National Association for Armenian Studies and Research, Inc.

Համազգային Հայագիտական Միութիւն / (Hamazgayin Hayagitakan Miuthiun)

 

ARTICLE I - NAME AND PRINCIPAL OFFICE

The name of this corporation is the National Association for Armenian Studies and Research, Inc. (hereinafter “NAASR” or “the Corporation”). Its principal office shall be as specified in the Articles of Organization, or such other address as the Board of Directors (hereinafter “Directors” or “Board”) may from time to time determine.

 

ARTICLE II – CORPORATE MISSION AND GOALS

The Corporation is and shall at all times be operated exclusively within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (“Code”), and within the meaning of Massachusetts General Laws, c. 180 (“M.G.L. ch.180”), Section 4, as amended. In addition to the powers granted to the Corporation by M.G.L Chapter 180, as amended, the Corporation shall have and may exercise in furtherance of its corporate purposes each of the powers specified in Section 9 of M.G.L. Chapter 156B, as amended.

The purposes of the Corporation shall be:

  • To foster and promote Armenian Studies through scholarship, research, and publication;
  • To work for the establishment of endowed professorships, fellowships, scholarships, departments, and courses of instruction in Armenian Studies at colleges, universities, and other institutions of higher learning;
  • To solicit and administer funds and to cooperate with universities, foundations, and similar organizations for the advancement of Armenian Studies and research; and
  • To sponsor and promote educational, cultural, and other activities and projects for the realization of the purposes and objectives of the Corporation.

            In connection therewith, the Corporation may engage in other charitable and educational activities and programs, including grant making, in furtherance of the foregoing purposes as may be carried out by a corporation organized under M.G.L. ch.180 and described in Section 501(c)(3) of the Code.

The Corporation shall not engage in partisanship or sectarian matters.

 

ARTICLE III - MEMBERS AND MEMBERSHIP

  1.     Membership – The membership of the Corporation shall be referred to as the Assembly of Members and shall consist of:
  • Voting Members – Members are those persons approved for membership by the Board or by a process approved by the Board.
  • Honorary Members – Persons of outstanding achievement in the advancement of Armenian Studies may be elected by the Board for a term of honorary membership. Honorary Members have no voting powers and cannot run for elected office within the Corporation.

         

  1.        Terms and Dues – The period of membership of Voting Members shall be such one-year period as the Board of Directors may from time to time determine. Voting Membership shall terminate at the end of the membership period unless the membership dues for the succeeding period have been paid in full. In order to vote at the Annual Meeting of the Assembly of Members, Voting Members must have paid their dues in full prior thereto.
  1. Meetings of the Membership
  • Annual Assembly – There shall be an Annual Meeting of the Assembly of Members (hereinafter “Annual Assembly”) in the spring of each year unless some other time is determined by vote of two-thirds (2/3) of the Board and the membership is so notified no fewer than thirty (30) days in advance of such meeting. The purpose of the Annual Assembly is to elect Directors, review financial and other reports, and consult with the Board regarding policy matters.
  • Notwithstanding other provisions in these Bylaws, on any matter presented to the Members, one-twentieth (1/20) of the Members who are eligible to vote shall constitute a quorum for purposes of voting on any matter presented to the Members at the Annual Assembly. If an Annual Assembly is not held in accordance with the foregoing provisions, a special meeting may be held in place thereof with all the force and effect of an Annual Assembly.
  • Special Meetings – Other meetings may be called upon the decision of two-thirds (2/3) of the Board or upon the written application of Members representing at least one-twentieth (1/20) of the Members who are eligible to vote upon any matter at the Annual Assembly of Members, and shall be called by the Clerk/Secretary, or in the case of the death, absence, incapacity, or refusal of the Clerk/Secretary, by any other Officer.
  • In case none of the Officers is able and willing to call a special meeting, the Massachusetts Supreme Judicial or Superior Court, upon application of said Member or Members entitled to vote thereat, shall have jurisdiction in equity to authorize one or more of such Members to call a meeting by giving such notice as is required by law.
  • Place of Meeting – The Board may from time to time designate any place, either within or without the Commonwealth of Massachusetts, as the place of meeting for any Annual Assembly or for any special meeting of Members.

 

  1. Rights and Powers of the Membership – The Assembly of Members is the representative body of the Corporation. It shall be composed of the Voting Members and Honorary Members and shall determine the overall mission, aims, and goals of the Corporation. Members in good standing shall have the following rights and powers:
  1. Voting Rights –
  • Voting Members shall have the right to vote in the annual election of members to the Board (which shall be decided according to the Rules Governing the Annual Assembly of Members).
  • Voting Members shall also have the right to vote on each of the following matters, which shall be decided in accordance with Article III, section 7, or as otherwise required by these Bylaws or by law:
  1. on proposed amendments to or restatement of the Articles of Organization, which shall be decided by a two-thirds (2/3) vote of all Voting Members, or as otherwise required by law;
  2. on proposed amendments to these Bylaws, which shall be decided according to Article XII of these Bylaws;
  • on merger of the Corporation, which shall be decided by a two-thirds (2/3) vote of all Members, or as otherwise required by law;
  1. on public policy positions to be adopted by the Corporation;
  2. on any other matters that are required by state or federal law to be decided by Members;
  3. on any other matters that may be referred by the Board to the Voting Members for a vote.

 

  1. Other Rights and Powers of Members –
  • All Members shall have the right to notice prior to dissolution of the Corporation.
  • Any Voting Member shall have the right to nominate an individual to the Board by making nominations from the floor at the Annual Assembly, consistent with the requirements of Article IV of these Bylaws.
  • Any five (5) Voting Members shall have the right to propose an agenda item at the Annual Assembly or any special meeting of the Membership from the floor of the meeting, with the exception of merger, acquisition, or dissolution of the Corporation.
  • Each Annual Assembly shall include an open forum as a space for Voting Members and Honorary Members to make inquiries, express concerns, and provide guidance for the work of the Board.
  • Voting Members and Honorary Members may, in the Board’s discretion, serve on standing committees and ad hoc committees of the Board.
  1. Notice – All Members shall be entitled to notice of all meetings of the Membership. Not less than thirty (30) days’ written notice, by mail, email, or other electronic means, addressed to the Member as his or her contact information appears in the records of the Corporation, shall be given for the Annual Assembly and not less than fifteen (15) days’ notice for any special meetings, stating the date, purpose, time, and place of such meeting.           
  1. Waiver of Notice – Whenever any written notice of a meeting is required to be given by these Bylaws, a Member may waive (voluntarily give up) his or her right to receive such notice, either before or after the meeting in question, and the waiver shall have the effect of written notice. Attendance at a meeting by a Member who has not received a written notice of a meeting but who attends said meeting without protest as to non-receipt of a written notice shall have the effect of a waiver of notice.
  1. Quorum and Voting – Each Voting Member shall have one vote at a meeting at which a quorum is present. On any matter presented to the Members, one twentieth (1/20) of the Members who are eligible to vote shall constitute a quorum. When a quorum is present, voting shall be by majority vote, unless otherwise provided herein or required by law or the Articles of Incorporation.
  1. Proxies – Voting Members may vote by proxy as may be determined by the Board from time to time.
  1. Remote Participation by Telecommunications or Electronic Means – Members of the Corporation may, to the extent permitted and in accordance with Massachusetts law, participate in a meeting of the Members by remote participation utilizing a conference telephone, electronic technology, or similar communications equipment such that all persons participating in the meeting can hear and speak substantially concurrently with such proceedings, and participation by such means shall constitute presence in person at the meeting.
  1. Action without a Meeting – Any action (that is, any proposed vote) that is

required or permitted to be taken by the Voting Members, may be taken without a meeting, if all of those entitled to vote consent in writing, and if the written consents are filed with the records of the Corporation. Consent may be given by facsimile transmission, electronic mail, or other means of written communication. Such consents shall be treated for all purposes as a vote at a meeting.

  1. Resignation – Any Member may resign at any time by giving written notice of such resignation to the President, Clerk/Secretary, or Board. Such resignation shall be effective at the time specified therein, or if no time is specified, upon receipt by the Board.
  1. Suspension and Removal – A Member may be suspended or removed by a vote of two-thirds (2/3) of the Directors then in office at a meeting called for such  purpose, provided that: such Member shall be given at least seven (7) days’ notice of the proposed suspension or removal and the reasons therefor, addressed to the Member’s contact information as it appears in the records of the Corporation; notice of the proposed suspension or removal is given in the notice of meeting; and the Member is given an opportunity to be heard at the meeting.
  1. Disputes Over Membership – Any dispute over membership, including, but not

limited to, admission, selection, removal, powers, voting rights, dues, and/or procedures, shall be referred to the Executive Committee for review and recommendation to the Board. All disputes regarding membership shall be decided by the Board or its designee.

 

ARTICLE IV - BOARD OF DIRECTORS

  1. Powers – The affairs of the Corporation shall be managed by a Board of Directors, which shall and may exercise all of the powers of the Corporation except as otherwise prohibited by law, the Articles of Organization, or these Bylaws. The Board is the fiduciary body of the Corporation, responsible for oversight of the general management and supervision of the business and its affairs. The Board is responsible for maintaining a culture of accountability, resource development, and strategic thinking. In the event of a vacancy in the Board, the remaining Directors, except as otherwise provided by law, may exercise the powers of the full Board until the vacancy is filled.
  1. Number and Election – The Board shall consist of no fewer than eighteen (18) members and shall be elected from among the Membership at the Annual Assembly. The number of members of the Board may be enlarged or reduced by an affirmative vote of two-thirds (2/3) of the Directors then in office, provided that the total is no fewer than eighteen (18) members. The Executive Committee may determine the composition of the Board to represent the various regions, and candidates for the Board shall be considered individually within each region.
  1. Qualification of Directors – A candidate for the Board shall be a Voting Member in good standing for at least one (1) year prior to nomination. Board members shall be chosen with a view toward maintaining a balanced Board having in aggregate the kinds of skills and experience that advance the purposes and mission of the Corporation. These qualifications may include expertise in Armenian Studies, business, law, finance, development, public relations, business development, and humanities. Each Director must be in a position to attend Board meetings regularly, serve on committees, devote a substantial amount of time to the affairs of the Corporation, and become and remain acquainted with current developments.
  1. Nomination, Election, and Term of Office of Directors – Directors shall be elected at the Annual Assembly. Each member of the Board shall be elected for a term of three (3) years (or such other term as the Board shall determine at the time of his/her election) and shall hold office until a successor has been elected. Terms of Directors are to be staggered so that approximately one-third (1/3) of the Directors are elected each year at the Annual Assembly. No Director may serve for more than nine (9) consecutive years. A Director who serves three (3) successive three (3)-year terms, after one (1) year off the Board, may again serve as a Director. Terms served prior to adoption of these Restated Bylaws shall not count toward the limit of three (3) consecutive terms.
  1. Vacancies – Any vacancy in the Board, however occurring, may be filled by vote of a majority of the Directors then in office for the remaining unexpired term.
  1. Resignation – A member of the Board or Officer may resign at any time by delivering their resignation in writing, including written electronic transmission, to the President or Clerk/Secretary, or at a meeting of the Board, or to the Corporation at its principal office. Such resignation shall take effect at such time as is specified therein, or upon delivery.
  1. Removal – A Director may be removed from office with or without cause by vote of two-thirds (2/3) of the Directors then in office. A Director may be removed for cause only after reasonable notice and opportunity to be heard before the Board.
  1. Annual Organizational Meeting of the Board – The Annual Organizational Meeting of the Board will be held at such time and place as the Board shall determine, following the Annual Assembly of Members of the Corporation. In addition to those prescribed by law, the Articles of Organization, or these Bylaws, further purposes for which an Annual Organizational Meeting is to be held may be specified by the Board or the President. If an Annual Organizational Meeting is not held in accordance with the foregoing provisions, a special meeting may be held in place thereof with all the force and effect of an Annual Organizational Meeting.
  1. Regular and Special Meetings – Regular meetings of the Board may be held at such times and such places within or without the Commonwealth of Massachusetts as the Board may determine from time to time. Special meetings of the Board may be called by the President or Treasurer or by one-third (1/3) of the Directors then in office and shall be held at the place designated in the call thereof. The business that may be transacted at a special meeting is limited to that set forth in the notice of the special meeting and, if the notice so provides, such other matters as the Board or President may bring before the meeting.
  1. Notice of Special Meetings – Notice of the date, hour, and place of all special meetings of the Board shall be given to each Director by the Clerk/Secretary, or, in case of the death, absence, incapacity, or refusal of such person, by the President or one of the Directors calling the meeting. Notice shall be given to each Director either in person, by telephone, e-mail, or other electronic means sent to his or her business or home address at least twenty-four (24) hours in advance of the meeting, or by written notice mailed postage-prepaid to such business or home address at least seventy-two (72) hours in advance of the meeting. Notice need not be given to a Director if a written waiver of notice is executed by such Director before or after a meeting and 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. A notice or waiver of notice of a meeting of the Board need not specify the purposes of the meeting.
  1. Quorum – A majority of the Directors then in office shall constitute a quorum at any meeting of the Board. Any meeting may be adjourned by a majority of the votes cast, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.
  1. Remote Participation by Telecommunications or Electronic Means – Directors and committee members may participate in a meeting of the Board or a committee by remote participation utilizing a conference telephone, electronic technology, or similar communications equipment such that all persons participating in the meeting can hear and speak with each other substantially concurrently with the proceedings. Participation by such means shall constitute presence in person at the meeting.
  1. Electronic Transmission – Any vote, consent, waiver, or other action by a Director shall be considered given in writing, dated, and signed, if it consists of an electronic transmission that sets forth or is delivered with information from which the Corporation can determine: (i) that the electronic transmission was transmitted by such Director; and (ii) the date on which such Director transmitted the electronic transmission.
  1. Action at Meeting – At any meeting of the Board at which a quorum is present, a majority of those present and voting shall decide any question, including election of Officers, unless otherwise provided by law, the Articles of Organization, or these Bylaws. Directors may not vote by proxy.
  1. Action Without Meeting – Any action by the Board may be taken without a meeting if a written consent thereto is signed by all of the Directors then in office and filed with the records of the meetings of the Board. Such consents shall be treated as a vote of the Board for all purposes.
  1. Honorary Directors and Advisors – The Board may designate persons and groups of persons as honorary Directors, sponsors, benefactors, contributors, advisors, or friends of NAASR (or such other title as it deems appropriate). In such capacity, these persons and groups shall have no right to notice of, or vote at any meeting, shall not be considered for purposes of establishing a quorum, and shall have no fiduciary duties, other rights, or responsibilities. The Board may elect regional and local representatives who shall be advisory members of the Board and ex-officio members of any regional or local bodies. The Board may also elect as its advisors for terms of one (1) year persons of special skill or knowledge. The Board may elect honorary members by a two-thirds (2/3) vote and may provide other forms of recognition for outstanding contributions to the Corporation or its programs.
  1. Committees – The Board may elect or appoint one or more committees as it sees fit and shall, by vote of a majority of the Directors then in office, elect or appoint as Standing Committees of the Board an Audit Committee, Finance Committee (which may be combined with the Audit Committee), Executive Committee, Governance Committee, and Nominating Committee (which may be combined with the Governance Committee at the direction of the Board). Unless otherwise specified below, the Chair of each committee shall be a member of the Board. Each committee shall be comprised of no fewer than three (3) members and have only such power and authority as the Board, in its discretion, shall choose to delegate, provided, however, that the Board shall not delegate its powers to any committee not solely comprised of Directors. Each committee shall conduct its business as nearly as may be in the same manner as is provided by these Bylaws for the Board. The Nominating Committee shall submit a list of candidates for the Board, provided however that additional nominations may be made from the floor, as noted above. With the exception of the Standing Committees, the Board may abolish any such committee at any time.
  1. Duties – A Director shall perform the duties of a Director, including duties as a member of any Board Committee on which the Director may serve, in good faith, in a manner such Director believes to be in the best interest of the Corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like situation would use under similar circumstances.

In performing the duties of a Director, a Director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared under the supervision of, or presented by: (1) one or more Officers or employees of the Corporation whom the Director believes to be reliable and competent as to the matters presented; (2) counsel, independent accountants, or other person as to matters that the Director believes to be within such person’s professional or expert competence; or (3) a committee upon which the Director does not serve, as to matters within its designated authority, provided that the Director believes such committee merits confidence; so long as in each such case, the Director acts in good faith after reasonable inquiry when the need therefore is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.

Except as provided in the Articles of Organization, a person who performs the duties of a Director in accordance with this section shall have no liability based upon any failure or alleged failure to discharge that person’s obligations as a Director, including, without limiting the generality of the foregoing, any actions or omissions that exceed or defeat a public or charitable purpose to which the Corporation or assets held by it are dedicated.

  1. Inspection – Every Director shall have the right upon reasonable notice and at any reasonable time to inspect all books, records, and documents, and to inspect the physical properties of the Corporation.
  1. No Compensation – The Directors shall serve as such on a volunteer basis, without compensation. Nothing herein precludes payment of reasonable compensation to Directors for services rendered to the Corporation in another capacity.

 

ARTICLE V – OFFICERS

  1. Enumeration – The Officers of the Corporation shall be a Chair, who shall also be the President of the Corporation, Vice Chair, Treasurer, Clerk/Secretary, and three (3) members at large, who shall comprise the Executive Committee with such duties and powers as the Board from time to time may in their discretion determine. The Officers may also include such other Officers as the Board may determine shall serve the best interests of the Corporation.
  1. Election – The Officers shall be elected annually by the Board at its Annual Organizational Meeting, directly following the Annual Assembly. Other Officers may be chosen and their terms designated by the Board at such meeting or at any other meeting. Each Officer shall, subject to these Bylaws, have in addition to the powers and duties specifically set forth in these Bylaws, such powers and duties as are customarily incident to their office and such powers and duties as the Board may from time to time designate. A majority of Officers then in office shall constitute a quorum at any meeting of the Executive Committee.
  1. Meetings – The Executive Committee shall meet regularly and shall execute the decisions and functions delegated to it by the Board. Regular meetings of the Executive Committee shall be held without call or notice at such places and at such times as the Executive Committee may from time to time determine, provided that any Executive Committee member who is absent when such determination is made shall be given notice of the determination. Special meetings of the Executive Committee may be held upon the oral or written call by the President, or two (2) or more Executive Committee members, designating the date, hour, and place thereof.
  1. Qualifications – An Officer must be a member of the Board. One person may hold more than one office, except no person may simultaneously hold the offices of President and Treasurer or President and Clerk/Secretary. The Clerk/Secretary shall be a resident of Massachusetts, unless NAASR has a resident agent appointed for the purpose of service of process. The President shall also serve as Chairman of the Board and may use either title with the same force and effect.
  1. Tenure – The Chair, Vice Chair, Treasurer, Clerk/Secretary, and any other Officers shall hold office until the next Annual Organizational Meeting of the Corporation and until their respective successors are chosen and qualified, unless a different term is specified in the vote choosing or appointing them.
  1. Resignation – Any Officer may resign by delivering his or her written resignation to the Corporation at its principal office, or to the President or Clerk/Secretary, 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.
  1. Removal – The Board may remove any Officer with or without cause, provided that an Officer may be removed for cause only after reasonable notice and opportunity to be heard by the Board.
  1. Vacancies – Any vacancy, however arising, in any office, may be filled for the un-expired portion of the term thereof by the Board.
  1. Chair – The Chair, who shall also be the President of the Corporation, shall preside at all meetings of the Board except as the Board shall otherwise determine. The Chair shall have any such other powers and duties as may be determined by the Board. Unless otherwise determined by the Board, the Chair shall, subject to the direction and control of the Board and Executive Committee, have general charge and supervision of the affairs of the Corporation. The Chair shall have any such other powers as may be designated from time to time by the Board. The Chair may serve as a voting member of any committee of the Board to which he or she may be appointed or elected and shall serve as an ex officio (without vote) member of all other committees of the Corporation.
  1. 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 chair the Audit Committee and Finance Committee and shall have custody of all funds, securities, and valuable documents of the Corporation, except as the Board and Executive Committee may otherwise provide. If the Corporation employs a CFO or other Senior Financial Manager, then the duties of the Treasurer shall be to work with such person in connection with the conduct and recording of the financial affairs of the Corporation.
  1. Clerk/Secretary – The Clerk/Secretary shall attend and shall cause to be kept a record of all of the meetings of the Board. In addition, the Clerk/Secretary shall perform such other duties and have such other powers as may be designated from time to time by the Board. The Clerk/Secretary shall keep or cause to be kept the records of the Corporation.
  1. Vice Chair – The Vice Chair shall perform such duties and have such powers as may be designated from time to time by the Board. In the event that the President is absent, the Vice Chair shall preside over meetings of the Board.
  1. Other Officers – Each other Officer who may be chosen by the Board shall perform such duties and have such powers as may be designated from time to time by the Board.
  1. Other Powers and Duties – Each Officer shall, subject to these Bylaws, and in addition to the duties and powers specifically set forth in these Bylaws, have such duties and powers as are customarily incident to his or her office.

 

ARTICLE VI – REGIONAL OR LOCAL CHAPTERS AND COMMITTEES

In order to further the purposes and objectives of the Corporation, members of the Corporation may comprise regional or local chapters and committees, whose formation shall be at the discretion of the Executive Committee and upon approval by majority vote of the Executive Committee. Activities of regional or local chapters and committees shall be under the supervision of the Board.

 

ARTICLE VII – RULES OF ORDER

Transaction of business at meetings of the Corporation shall follow meeting protocol in accordance with these Bylaws or, if not specified or prescribed herein, as generally utilized by like nonprofit charitable and educational organizations and in the spirit of rules of parliamentary procedure set out in Robert's Rules of Order Newly Revised in Brief, 3rd edition, Henry M. Robert III.

 

ARTICLE VIII – CONFLICT OF INTEREST

            The Board shall adopt a Conflict of Interest policy and procedures consistent with the requirements of state and federal law and best practices governing 501(c)(3) nonprofit corporations operating in Massachusetts.

 

ARTICLE IX - NO PERSONAL LIABILITY

The Directors and Officers of the Corporation shall not be personally liable for any debt, liability, or other obligation of the Corporation. No Officer or Director shall be personally liable to the Corporation for monetary damages for any breach of fiduciary duty by such Officer or Director as an Officer or Director notwithstanding any provision of law imposing such liability, except that, to the extent provided by applicable law, this provision shall not eliminate or limit the liability of any Officer or Director: (i) for breach of the Officer’s or Director’s duty of loyalty to the Corporation; (ii) for acts or omission not in good faith or involving intentional misconduct or a knowing violation of law; or (iii) for any transaction from which the Officer or Director derived an improper personal benefit. No amendment or repeal of this provision shall deprive an Officer or Director of the benefit hereof with respect to any act or omission occurring prior to such amendment or repeal.

 

ARTICLE X - MISCELLANEOUS PROVISIONS

  1. Fiscal Year – Except as from time to time otherwise determined by the Board, the fiscal year of the Corporation shall end on December 31 in each year.
  1. Corporate Seal – The Board shall have the power to adopt and alter the seal of the Corporation.
  1. Execution of Instruments – All deeds, leases, transfers, contracts, bonds, notes, and other obligations authorized to be executed by an Officer of the Corporation on its behalf shall be signed by the President or the Treasurer except as the Board may generally or in particular cases otherwise determine.
  1. Corporate Records – The Corporation shall keep correct and complete books and records of account, the original or attested copies of the Articles of Organization, Bylaws, and records of the names and addresses of all Directors and Officers, in Massachusetts at the principal office of the Corporation, or at the office of its Clerk/Secretary or its resident agent. Said copies and records need not be kept in the same office.
  1. Evidence of Authority – A certificate by the Clerk/Secretary as to any action taken by the Directors or any Officer or representative of the Corporation shall, as to all who rely thereon in good faith, be conclusive evidence of such action.
  1. Ratification – Any action taken on behalf of the Corporation by a Director or any Officer or representative of the Corporation that requires authorization by the Board shall be deemed to have been duly authorized if subsequently ratified by the Board, if action by it was necessary for authorization.
  1. Deposits – All funds of the Corporation shall be deposited to the credit of the Corporation in such banks, trust companies, or other depositories as the Board may select.

ARTICLE XI - DISSOLUTION

            Except as may be otherwise required by law, and after notice to the Voting Members pursuant to Massachusetts law, the Corporation may at any time authorize a petition for its dissolution to be filed with the Supreme Judicial Court of the Commonwealth of Massachusetts by the affirmative vote of two-thirds (2/3) of the Directors of the Corporation then in office or as otherwise provided by law; provided, however, that in the event of any liquidation, dissolution, termination, or winding up of the Corporation (whether voluntary, involuntary, or by operation of the law), the property or assets of the Corporation remaining after providing for the payment of its debts and obligations shall be conveyed, transferred, distributed, and set over outright to one or more nonprofit organizations having similar purposes and being exempt from income tax under Section 501(c)(3) of the Internal Revenue Code to be used for the advancement of Armenian Studies, as two-thirds (2/3) of the total number of the Directors of the Corporation may by vote designate and in such proportions and in such manner as may be determined in such vote, or as otherwise provided by law; provided further, that the Corporation’s property shall be applied for charitable or educational purposes in accordance with the doctrine of cy-près in all respects as a court having jurisdiction may direct. 

ARTICLE XII - AMENDMENTS      

            These Bylaws may be altered, amended, restated, added to, or repealed, in whole or in part, at a meeting of Members duly called for that purpose at which a quorum is present, by the vote of two-thirds (2/3) of the Members present and entitled to vote. Unless otherwise provided, an amendment is effective upon the adjournment of the meeting at which it is adopted. The Clerk/Secretary may correct punctuation, grammar, or numbering where appropriate in the Bylaws if the correction does not change meaning.

 

ARTICLE XIII - EFFECTIVE DATE

These Bylaws were Restated on June 10, 2023 and shall remain in full force and effect, unless and until further amended by the Members as provided in ARTICLE XII above.