Bylaws

 Rowe Camp and Conference Center Bylaws *

(Revised November 2005)

ARTICLE I — NAME

The name of this corporation shall be Unitarian Universalist Rowe Camp and Conference Center, Inc., hereafter referred to as “the Corporation” or as “Rowe.”

ARTICLE II — PURPOSE

The purpose of this Corporation shall be:

1.         To maintain and operate a camp and conference center where people of all ages will have the opportunity to participate in camp life, conferences, and to pursue spiritual development, consonant with Unitarian Universalist views.

2.         To hold and maintain the Preserved Smith Memorial Church at Rowe and to provide spiritual services therein to such extent as seem feasible.

ARTICLE III — MEMBERSHIP

Section 1.  The membership of this corporation shall consist of Regular and Life members.

1.         Regular Members are voting members of the Corporation who collaborate in policy making and administration of the Corporation.  They are required to pay annual dues.

2.         Life Members are voting members who are elected for life by a two-thirds vote of the Board of Trustees, hereafter referred to as “the Board.”  They are exempt from dues.

Section 2.  Members must have paid their dues, in full, thirty days prior to the annual meeting in order to vote.

ARTICLE IV — DUES

The Corporation shall from time to time set dues to be paid by Regular Members on an annual basis.  Notice must be included in the call to the meeting of the corporation in order to change the dues at that meeting.

ARTICLE V — MEETINGS

Section 1.  The Annual Meeting of the Corporation shall be held in September at Rowe at a time chosen by the Board.

Section 2.  Special meetings of the Corporation may be called by the President, the Board, the Officers, or by written request of five percent of the Corporation.  No business may be transacted at special meetings that has not been indicated in the call to the meeting.

Section 3.  Notice of any meeting of the Corporation shall be sent to members no less than thirty days before the date of the meeting.

Section 4.  A quorum for a meeting of the Corporation is fifteen members; for a meeting of the Board, a majority of its members.

Section 5.  Business meetings of the Corporation and the Board shall be conducted in accordance with the most recent revised edition of Robert’s Rules of Order. The Board is responsible for calling and establishing procedures for its own meetings.

ARTICLE VI — BOARD OF TRUSTEES

Section 1.  The governing body of the Corporation, subject to the direction of the Corporation, shall be the Board.  The Board shall be composed of the officers of the Corporation:  the President, Vice President, Clerk, and Treasurer; and seven at-large members.

Section 2. The members of the Board shall be elected at the Annual Meeting by majority vote of those members present and voting. Selection of the Board Members shall be made from a slate provided by a nominating committee. A nominating committee shall be created by the Board whenever there is a vacancy. It will be chaired by the Vice President, and should include at least one member of the corporation who does not currently serve on the Board, a Board member, the Executive Director, and the Director.

Section 3.  The officers shall be elected for two-year terms and at-large members shall be elected for over-lapping three-year terms at each Annual Meeting.  Board members must be members of the Corporation at the time they join the Board and throughout the duration of their term. If the membership of an officer or trustee lapses, he or she ceases to be a member of the Board.

Section 4.  The Board shall fill any midterm vacancies on the Board, including officers, by majority vote of those present and voting, until the next meeting of the Corporation and then by a majority of those present and voting at the next meeting of the Corporation for the remainder of the term.

Section 5.  The Board is responsible for oversight of the Corporation and shall have full charge of its properties.  The Board shall formulate and execute governing policies to fulfill its responsibilities that include but are not limited to the use of the camp, conference center, the Preserved Smith Memorial Church, employment, and all holdings.

Section 6.  The Board shall hire, direct, and assist an Executive Director and Director, who shall both serve ex officio on the Board.  The Board shall establish and maintain employment policies for the position of Executive Director and Director.

ARTICLE VII — DUTIES OF OFFICERS

Section 1.  The President is the presiding officer of the Corporation and the Board and is generally responsible for the effective implementation of the Corporation policy and for providing leadership for strategic planning.  The President is an ex-officio member of any Board committee.

Section 2.  The Vice President acts in place of the President during his or her absence and performs such duties as may be delegated by the President.  In the event of incapacity of the President, the Vice President will act as President until the vacancy is filled. The Vice President chairs any nominating committee and is responsible for the orientation of new Board members.

Section 3.  The Clerk is responsible for keeping the Charter, the Bylaws, the minutes, and other official non-financial records of the Board and the Corporation.  All records of the Corporation shall remain the property of the Corporation.  Minutes of meetings of the Board and the Corporation shall be distributed to all Board members within 30 days of the meeting.  The Clerk shall also assure proper notification to the membership of all Corporation meetings and affairs to be voted on.

Section 4.  The Treasurer shall be responsible for oversight of the accounting of the finances of the Corporation on books which shall remain the property of the Corporation, and which shall be open for inspection at any time by the Officers, Trustees or duly appointed auditors.  The Treasurer shall render a report of finances at each regular meeting of the Board and at the Annual Meeting of the Corporation. 

ARTICLE VIII — CAMPER ADVISORS

There shall be up to three Camper Advisors who shall serve as advisors to the Board and facilitate communication between the Board and youth campers.  The Camper Advisors shall be appointed by the President.  Their role is to act as advocates for youth and serve as nonvoting members of the Board.

ARTICLE IX — FISCAL YEAR

The fiscal year of the Corporation shall be September 1 to August 31 inclusive.

ARTICLE X — AMENDMENTS TO BYLAWS

These Bylaws may be amended by a two-thirds vote of the Corporation of those voting at a meeting called for that purpose, provided that written notice of any changes is included in the call to the meeting.  A vote will also be conducted by mail, in which paper ballots and proposed changes are mailed to all members of the corporation 30 days prior to the meeting.  At the time of the meeting, all received ballots will be counted and used toward calculating a two-thirds majority.

ARTICLE XI— DISSOLUTION OF THE CORPORATION

Any proposal for the dissolution of the Corporation and the disposal of the assets shall be first accepted by the Board and then by the members of the Corporation, in each case by a two-thirds vote of those present and voting.  In each case the statement of the proposal shall be sent to all members by first class mail with the notice of the meeting at least thirty days before the date of the meeting.  Any such proposal shall include the plans for the disposition of the assets.  Such disposition shall not benefit personally any member of the Board or Corporation and must include a plan of dissolution that is in compliance with all state and federal requirements, including but not limited to the provisions of the Internal Revenue code for 501 C (3) organizations.  The Unitarian Universalist Association must have been consulted during the formulation of the plans.

 

The January 2017 Bylaws Discussion Draft is available here:

January 2017 Discussion Draft

RESTATED BYLAWS

OF

UNITARIAN UNIVERSALIST ROWE CAMP AND CONFERENCE CENTER, INC.

ARTICLE I

NAME AND PURPOSE

Section 1. The name of this corporation shall be Unitarian Universalist Rowe Camp and
Conference Center, Inc. (“the Corporation” or “Rowe”).

Section 2. The purpose of the Corporation shall be:

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, and
within the meaning of Massachusetts General Laws c. 180, Section 4, as amended.

Without limiting the foregoing, the primary purpose of the Corporation is:

a)
To maintain and operate a camp and conference center where
people of all ages will have the opportunity to participate in camp life,
conferences, and to pursue spiritual development, consonant with
Unitarian Universalist views.

b)
To hold and maintain the Preserved Smith Memorial Church at Rowe
and to provide spiritual services therein to such extent as seems feasible.

In connection therewith, the Corporation may engage in any such other religious,
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
Massachusetts General Laws Chapter 180 and described in Section (501)(c)(3) of the
Internal Revenue Code.

ARTICLE II — ARTICLES OF ORGANIZATION

The name and purposes of Unitarian Universalist Rowe Camp and Conference
Center, Inc. (the “Corporation”) shall be as set forth in the Articles of Organization, as
amended. These Restated Bylaws, the powers of the Corporation and of its members, its
Trustees and its officers, and all matters concerning the conduct and regulation of the
Corporation shall be subject to the Articles of Organization in effect from time to time.

ARTICLE III

MEMBERSHIP

Section 1
MEMBERSHIP. The membership of this corporation shall consist of
General Members and Life Members, hereinafter called Members.
General Members shall be those voting members of the Corporation
who maintain a current membership in good standing by paying dues set
by the Board of Trustees for each 12-month period. Life Members shall
be voting members who are elected for life by a two-thirds vote of the
Board of Trustees, hereafter referred to as “the Board.” Life Members
are exempt from dues.

Section 2
TERM AND DUES. The period of membership of Members shall be
the calendar year or such other period as the Board of Trustees may
from time to time determine. A General Member’s membership shall
terminate at the end of the membership period unless the membership
dues for the succeeding period, as determined by the Board of Trustees,
shall have been paid in full. The Board of Trustees shall approve any
changes in the amount of dues.

Section 3
ANNUAL MEETING, MEETINGS OF THE MEMBERSHIP. The
Membership shall meet annually in September at Rowe Camp on such
date and time as the Board of Trustees shall determine, for the purposes
of electing Trustees and other matters. Other Meetings may be called by
the President or the Board of Trustees, and shall be called by the Clerk,
or in the case of the death, absence, incapacity, or refusal of the Clerk,
by any other officer, upon the written application of Members
representing at least ten percent of the smallest quorum of members
required for a vote upon any matter at the annual meeting of Members.

Section 4 RIGHTS AND POWERS OF THE MEMBERSHIP

Members in good standing shall have the following powers:

a. Attendance at Meetings. All Members shall have the right to attend
meetings of the Membership and any regular, open meeting of the Board of
Trustees. The Board reserves the right to utilize closed special meetings and
executive sessions for sensitive, confidential corporate matters.
b. Voting Privileges. Each member of the Corporation shall have one vote in
the annual election of Officers and Trustees (which shall be decided by
majority vote of a quorum of the members, including proxy votes); on
proposed amendments to or restatement of the Articles of Organization (which
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shall be decided by two-thirds of the members or as otherwise required by
law); on proposed amendments to or restatement of these Bylaws (which shall
be decided by two-thirds vote of a quorum of the members, including proxy
votes); on merger of the corporation (by two-thirds of the members or as
otherwise required by law); on dissolution of the Corporation (which shall be
decided by two-thirds vote of a quorum of the members, including proxy
votes, or as otherwise required by law); and on any other matters that are
required to be decided by corporate members as required by state or federal
law (which shall be decided by majority vote of a quorum of the members,
including proxy votes, or as otherwise required by law).

c. Other Member Approval. Other matters may be referred by the Board of
Trustees to the members for approval from time to time, consistent with the
provisions of these bylaws.
d. Other Member Recommendations.
i. All. Members may recommend an individual for nomination
to the Board of Trustees, consistent with the provisions of these
bylaws, if they submit a petition in writing to the Clerk at
clerk@rowecenter.org that’s signed by at least 5% of the members.
ii. All Members may recommend that an item(s) be added to
the Annual Meeting agenda for discussion, that is consistent with
the provisions of these bylaws, and that is not already on the
agenda, if they submit a petition in writing, at least fourteen days
before the Annual Meeting, to the Clerk at clerk@rowecenter.org
and it is signed by at least 5% of the members.
Section 5 NOTICE.

a. All Members shall be entitled to notice of all meetings of the
Membership. Not less than 30 days’ notice, addressed to the member as
his or her contact information appears in the records of the Corporation,
shall be given of all meetings stating the date, purpose, time and place
of such meeting.
b. Notice of the date and time of any regular, open, in-person meeting of
the Board of Trustees shall be posted on the Board section of Rowe’s
website at least fourteen days in advance of the meeting.
c. Notice of the date of any regular open telephone conference meeting
of the Board of Trustees shall be posted on the Board section of Rowe’s
website at least fourteen days in advance of the meeting. Members in
good standing who wish to attend an open telephone conference
meeting of the Board should contact the clerk at clerk@rowecenter.org.
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The host of the teleconference reserves the right to remove anyone from
the teleconference whose behavior is disruptive to the business at hand.

Section 6
WAIVER OF NOTICE. Whenever any written notice of a meeting is
required to be given by these Bylaws, a Member can 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 nonreceipt of a written notice, shall have the effect of a
waiver of notice.

Section 7
QUORUM AND VOTING. Each Member shall have one vote. On any
matters presented to the Members, 15 members present in person or by
proxy shall constitute a quorum. When a quorum is present, voting
shall be by majority vote, unless otherwise provided herein. An
abstention shall not be counted as a vote.

Section 8
PROXIES. A ballot completed by a member may be cast by a proxy
(another member) if the member is unable to attend a meeting in person.
Voting by Members may be either in person or by proxy dated not more
than six months before the meeting named in the proxy. Before being
voted, all proxies shall be filed with the Clerk or other person
responsible for recording the proceedings of the meeting.

Section 9
ACTION WITHOUT A MEETING. Any action (that is, any proposed
vote) that is required or permitted to be taken, may be taken without a
meeting if all 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.

Section 10
RESIGNATION. Any Member may resign at any time by giving
written notice of such resignation to the President, Clerk or Board of
Trustees. Such resignation shall be effective at the time specified
therein, or if no time is specified, upon receipt by the Board.

ARTICLE IV

BOARD OF TRUSTEES

Section 1
POWERS. The general management of the business, property and
affairs of the Corporation shall be vested in a Board of Trustees. The

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Board shall formulate and execute governing policies to fulfill its
responsibilities, which include but are not limited to the use of the
camp, conference center, the Preserved Smith Memorial Church, and
employment. Employees and other agents may be hired to conduct the
business of the Corporation.

Section 2
QUALIFICATION OF TRUSTEES. Board members shall be chosen
with a view toward maintaining a balanced Board of Trustees whose
members have in aggregate the kinds of skills and experience that can
contribute to the purposes and mission of the Corporation. These
qualifications may include expertise in business, law, finance,
development, and a cross-section of the community served. Each
Trustee must be in a position to attend Board of Trustee meetings
regularly, to serve on committees, to devote a substantial amount of
time to the affairs of the Corporation, and to become and remain
acquainted with current developments.

Section 3
NUMBER, ELECTION, TERM OF OFFICE AND VACANCIES. The
number of Trustees shall be no less than 7 and no more than 11.
Trustees and Officers shall be elected by the Members at the Annual
Meeting of the Corporation from among the candidates submitted by the
Nominating Committee, which may include candidates recommended
for nomination by 5% of the Members. The Nominating Committee
will be chaired by the Vice President, and it should include at least one
member of the corporation who does not currently serve on the Board, a
Board member, and the Executive Director. Names of the nominees to
the Board must be submitted to the Board by the Nominating
Committee not less than (30) days before the date of the Corporation’s
annual meeting. The term of office for each Trustee shall be three years,
except that the Trustees in office as of the date on which these Restated
Bylaws are approved shall designate staggered terms among themselves
such that, as nearly as possible, one-third of the Trustees shall be elected
each year. The Board of Trustees may elect a new Trustee for the
unexpired term of a vacating Trustee at any Regular or Special Meeting
of the Board.

Section 4
LIMITATION OF TERMS. Members of the Board of Trustees shall be
eligible for reelection for a second term, but no person may be elected to
the Board of Trustees for more than two complete, successive terms.
However, after the expiration of one year following a second term,
former Board members are eligible for election again. Notwithstanding
the above, an individual may be elected to continue to serve on the
Board of Trustees for a period in excess of two successive terms,
provided the Board of Trustees, at such time, passes a special resolution
authorizing this exception to the above term limits.

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Section 5
RESIGNATION. Any Trustee may resign at any time by giving written
notice of such resignation to the Board of Trustees. Such resignation
shall be effective at the time specified therein, or if no time is specified,
upon receipt by the Board. Any Trustee who fails to attend three
consecutive Regular Meetings of the Board of Trustees without
adequate reason and approval of the President shall be deemed to have
delivered his or her resignation as a Trustee, effective as of the close of
business of the meeting of the Board at which the third consecutive
failure to attend shall have occurred.

Section 6
REMOVAL. A Trustee may be removed for cause by an affirmative
vote of a majority of the Trustees then in office at any meeting of the
Board of Trustees, provided that such Trustee is given at least seven
days’ notice of the proposed suspension or removal and the reasons
therefor, and an opportunity to be heard at the meeting, and that notice
of the proposed suspension or removal is given in the notice of meeting.

Section 7
COMMITTEES. The Board of Trustees may elect or appoint one or
more committees as it sees fit and shall, by vote of a majority of the
Trustees then in office, elect or appoint as Standing Committees of the
Board a Finance/Investment Committee, a Personnel Committee, a
Nominating Committee, a Governance Committee, and a Youth
Programs Advisory Committee. The Chair of each Standing Committee
shall be a Trustee. Each Committee shall 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 Trustees. Each Committee shall
conduct its business as nearly as may be in the same manner as is
provided by these Bylaws for the Board of Trustees.

Section 8
DUTIES. A Trustee shall perform the duties of a Trustee. This includes
the Trustee’s performance of duties as a member of any Board
Committee on which the Trustee may serve, in good faith, in a manner
such Trustee 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 Trustee, a Trustee 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 Trustee believes to be reliable and
competent as to the matters presented; (2) counsel, independent
accountants, or other person as to matters which the Trustee believes to

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be within such person’s professional or expert competence; or (3) a
Committee upon which the Trustee does not serve, as to matters within
that Committee’s designated authority, so long as in each such case, the
Trustee acts in good faith after reasonable inquiry when appropriate.

A person who performs the duties of a Trustee in accordance with this
Section shall have no liability based upon any failure or alleged failure
to discharge that person’s due care obligations as a Trustee, including,
without limiting the generality of the foregoing, any actions or omissions
which exceed or defeat a public or charitable purpose to which the
corporation, or assets held by it, are dedicated.

Section 9
INSPECTION. Every Trustee 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.
The Executive Director shall, at his or her discretion, determine the
manner and means of inspection, taking into account the confidentiality
and privacy needs and best interests of the Corporation.

Section 10
NO COMPENSATION. Trustees shall serve as such on a volunteer
basis, without compensation. Trustees may be reimbursed for
reasonable expenses incurred in connection with their service on or to
the Board. Nothing herein precludes payment of reasonable
compensation to Trustees for services rendered the corporation in
another capacity.

ARTICLE V

MEETINGS OF THE BOARD OF TRUSTEES

Section 1
ANNUAL, REGULAR AND SPECIAL MEETINGS. The Annual
Meeting of the Corporation shall be held in September at Rowe at a time
chosen by the Board. Regular Meetings of the Board shall be held at
such date, place and time as the Board of Trustees may from time to
time determine. Special Meetings, may be called by the President or the
Board of Trustees, and shall be called by the Clerk, or in the case of the
death, absence, incapacity, or refusal of the Clerk, by any other officer
upon the written application of two or more Trustees.

Section 2
NOTICE. Written notice shall be given to the Trustees of all meetings
stating the date, purpose, time and place of such meeting: (a) by
mailing, postage prepaid and addressed to the appropriate last known
home or business address at least fourteen days before the meeting; (b)
by causing such notice to be sent by telegram, fax, e-mail, or other

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means of written communication at least forty-eight hours before the
meeting to the Trustee’s contact information as it appears in the records
of the Corporation; or (c) by providing such notice in person or by
telephone at least forty-eight hours before the meeting. However,
separate notice of Regular Meetings, if fixed in advance or occurring on
a regular schedule agreed upon in advance by the Board of Trustees, is
not required, provided that all Trustees have notice of such fixed or
scheduled date, time and place.

Section 3
QUORUM AND VOTING. A majority of Trustees then in office shall
constitute a quorum at all Regular Meetings of the Board. A Trustee
who attends the meeting but is disqualified from participation because
of a conflict of interest shall be counted as present for purposes of the
quorum but not for voting purposes. When a quorum is present, voting
at any Regular Meeting of the Board shall be by majority vote of the
Trustees present and voting. An abstention shall not be counted as a
vote.

Section 4
ACTION WITHOUT A MEETING. Any action (that is, a proposed
vote) that is required or permitted to be taken, may be taken without a
meeting if all 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.

Section 5
TELEPHONIC PARTICIPATION IN MEETINGS. Members of the
Board of Trustees or any committee designated by the Board of Trustees
or these Bylaws may participate in any open meeting of the Board of
Trustees or of such committee by means of a conference telephone call
or similar communications equipment by means of which all persons
participating in the meeting can hear each other at the same time.
Participating by such means shall constitute presence in person at a
meeting.

Section 6
WAIVER OF NOTICE. Whenever any written notice of a meeting is
required to be given by these Bylaws, a Trustee can 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 Trustee who has not received a
written notice of a meeting, but who attends said meeting without
protest as to the non-receipt of such written notice, shall have the effect
of a waiver of notice.

Section 7 MEETING CONDUCT AND PROCEDURE. The President or the Vice

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President in the absence of the President (or a Trustee designated by the
Board in the absence of both the President and Vice President) shall chair
Regular Meetings of the Board, the Annual Meeting of the Corporation,
and Special Meetings. General procedure for the meeting will be as
follows: The Chair calls for a count of the number of trustees or members
attending the meeting to determine whether a quorum is present. The
Chair calls the meeting to order and brings business before the meeting as
set forth in an agenda. During the course of the meeting, the Chair asks
those trustees or members present to make and second a motion for a vote
on a question when appropriate; opens the floor for a discussion of the
question; closes the discussion; and with a quorum present, calls for a vote
on the question by those in favor, against, and abstaining; alternatively, the
Chair may table a question for future reconsideration. The Chair concludes
the meeting by calling for a motion to adjourn, which is seconded and
voted upon by those present. The Chair of the meeting reserves the right to
remove anyone from the meeting whose behavior is disruptive to the
business at hand.

ARTICLE VI
OFFICERS
Section 1 ENUMERATION. The officers of the Corporation shall be a President,
a Vice President, a Clerk, a Treasurer, and such other officers as the
Board of Trustees may from time to time determine. A person may
simultaneously hold more than one office in the Corporation, except that
a person may not serve simultaneously as President of the Board and
Treasurer. All Officers shall be Trustees.
Section 2 POWERS. The officers shall have the powers and perform the duties
customarily belonging to their respective offices, including the powers
and duties listed below:
a) The President of the Board shall preside at all meetings of the Members
and shall, except as otherwise specified by the Board of Trustees or
these Bylaws, have the powers and duties incident to the office of
President and such other responsibilities and powers as designated by
the Board of Trustees. The President shall, subject to the direction of
the Board of Trustees, be responsible to the Board of Trustees for the
effective implementation of the Corporation’s policies and for providing

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leadership for strategic planning. The President is an ex-officio (voting)
member of any Board committee.

c)
The Vice President shall, except as otherwise specified by the Board of
Trustees or these Bylaws, have the powers and duties incident to the
office of Vice President and such other responsibilities and powers as
designated by the Board of Trustees. In the absence or inability of the
President to act, the Vice President shall have and possess all of the
powers and discharge all of the duties of the President. The Vice
President chairs the Nominating Committee and is responsible for the
orientation of new Board members.

d)
The Clerk shall, except as otherwise specified by the Board of Trustees
or these Bylaws, have the powers and duties incident to the office of
Clerk and such other responsibilities and powers as designated by the
Board of Trustees. The Clerk shall, subject to the direction of the Board
of Trustees, be responsible for the recording and maintenance of the
corporate records and documents of the Corporation, including records
of all meetings of the Members and of the Board of Trustees, and for the
issuance of calls and notices of meetings of the Members and of the
Board of Trustees. If the Clerk is absent from any meeting, a temporary
Clerk, chosen at the meeting, shall exercise the duties of the Clerk at
such meeting. The Clerk shall be a resident of Massachusetts unless the
Corporation has a resident agent appointed for the purpose of service of
process.

e)
The Treasurer shall, except as otherwise specified by the Board of
Trustees or these Bylaws, have the powers and duties incident to the
office of Treasurer and such other responsibilities and powers as
designated by the Board of Trustees. The Treasurer shall, subject to the
direction of the Board of Trustees, have general charge of the financial
affairs of the Corporation and shall cause to be kept accurate books of
account. The Treasurer shall be responsible for ensuring the safe
custody of all funds, securities, and valuable documents of the
corporation, except as the Board of Trustees may otherwise provide.
The Treasurer shall render a report of finances at each Regular Meeting
of the Board and at the Annual Meeting of the Corporation.

Section 3
RESIGNATION. Any officer may resign at any time by giving written
notice of such resignation to the President or the Clerk. Such
resignation shall be effective at the time specified therein, or if no time
is specified, upon receipt by the officer to whom it is given.

Section 4
REMOVAL. An officer may be removed either with or without cause
by an affirmative vote of a majority of the Trustees then in office at any

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meeting of the Board. Such suspension or removal shall be without
prejudice to contract rights, if any, of the person so suspended or
removed. Election or appointment as an officer shall not of itself create
contract rights.

Section 5
VACANCIES. A vacancy in any office shall be filled by the Board of
Trustees at any meeting.

ARTICLE VII

EXECUTIVE DIRECTOR

The Board shall hire, direct, and assist an Executive Director, who shall be the
senior management employee of the Corporation and, subject to the direction of the
Board of Trustees, shall have authority over and be responsible for the day-to-day
management of the Corporation.

The Board of Trustees shall adopt an Executive Compensation Policy and
procedures consistent with the requirements of state and federal law and best practices
governing 501(c)(3) public charities operating in Massachusetts.

ARTICLE VIII

NO PERSONAL LIABILITLY AND INDEMNIFICATION OF TRUSTEES,
OFFICERS AND EMPLOYEES

No officer or Trustee shall be personally liable to the Corporation for monetary
damages for any breach of fiduciary duty by such officer or Trustee as an officer or
Trustee 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 Trustee (i) for breach of the officer’s or Trustee’s duty of loyalty to the
Corporation (ii) for acts or omission not in good faith or which involve intentional
misconduct or a knowing violation of law or (iii) for any transaction from which the
officer or Trustee derived an improper personal benefit. No amendment or repeal of this
provision shall deprive an officer or Trustee of the benefit hereof with respect to any act
or omission occurring prior to such amendment or repeal.

The Corporation shall to the extent legally permissible and consistent with the
Corporation’s tax-exempt status and with the Employee Retirement Income Security Act
of 1974, as amended, indemnify (defend) each of its present and former Trustees and
officers; and any person who serves or has served, at the Corporation’s request, as
Trustee, officer or member of another organization or in a capacity with respect to any

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employee benefit plan (and the heirs, executors and administrators of the foregoing)
(collectively referred to as the “Indemnified Person”) against all expenses and liabilities
which the Indemnified Person has reasonably incurred in connection with or arising out
of any action or threatened action, suit or proceeding, whether civil, criminal,
administrative or investigatory, in which the Indemnified Person may be involved,
directly or indirectly, by reason of serving or having served in a capacity identified
above. Such expenses and liabilities shall include, but not be limited to, judgments,
fines, penalties, court costs and attorney’s fees and the cost of reasonable settlements.
However, no such indemnification shall be made in relation to matters as to which such
Indemnified Person shall be finally adjudged in any such action, suit or proceeding not to
have acted in good faith in the reasonable belief that his or her action was in the best
interests of the Corporation, or, in the case of a person who serves or has served in a
capacity with respect to an employee benefit plan, in the best interests of the participants
or beneficiaries of such plan.

If authorized by the Board of Trustees, the Corporation may to the extent legally
permissible and consistent with the Corporation’s tax exempt status and with the
Employee Retirement Income Security Act of 1974, as amended, indemnify each of its
present and former agents (and the heirs, executors and administrators of the foregoing)
(collectively referred to as “Agent”), defined to include those members, employees and
agents other than Indemnified Persons as defined in the preceding paragraph, against all
expenses and liabilities which the Agent has reasonably incurred in connection with or
arising out of any action or threatened action, suit or proceeding, whether civil, criminal,
administrative or investigatory, in which the Agent may be involved, directly or
indirectly, by reason of being or having been an Agent. Such expenses and liabilities
may include, and are not limited to, judgments, fines, penalties, court costs and attorney’s
fees and the cost of reasonable settlements. However, no such indemnification shall be
made in relation to matters as to which such Agent shall be finally adjudged in any such
action, suit or proceeding not to have acted in good faith in the reasonable belief that his
or her action was in the best interests of the Corporation, or, in the case of a person who
serves or has served in a capacity with respect to an employee benefit plan, in the best
interests of the participants or beneficiaries of such plan.

Indemnification may include payment of reasonable expenses in defending a civil
or criminal action or proceeding in advance of the final disposition of such action or
proceeding, upon receipt of an undertaking by the Indemnified Person or Agent to repay
such payment if the Indemnified Person or Agent shall be adjudicated to be not entitled
to indemnification hereunder, which undertaking may be accepted regardless of the
financial ability of the Indemnified Person or Agent to make repayment.

In the event that a settlement or compromise of such action, suit or proceeding is
effected, indemnification may be had, but only if such settlement or compromise and
such indemnification are approved:

i. by a majority vote of a quorum consisting of disinterested Trustees;
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ii.
if such a quorum cannot be obtained, then by a majority vote of a
committee of the Board of Trustees consisting of all the disinterested
Trustees;
iii. if there are not two or more disinterested Trustees in office, then by a
majority of the Trustees then in office, provided they have obtained a
written finding by special independent legal counsel appointed by a
majority of the Trustees to the effect that, based upon a reasonable
investigation of the relevant facts as described in such opinion, the person
to be indemnified appears to have acted in good faith in the reasonable
belief that his or her action was in the best interests of the Corporation (or,
to the extent that such matter relates to service with respect to an
employee benefit plan, in the best interests of the participants or
beneficiaries of such employee benefit plan); or
iv. by a court of competent jurisdiction.
The foregoing right of indemnification shall not be exclusive of other rights to
which any Indemnified Person or Agent may be entitled as a matter of law. The
Corporation’s obligation to provide indemnification under these Bylaws shall be offset to
the extent of any other source of indemnification or any otherwise applicable insurance
coverage maintained by the Corporation or any other person.

ARTICLE IX

CONFLICT OF INTEREST

The Board of Trustees 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) public charities operating in Massachusetts.

ARTICLE X

GENERAL

Section 1
FISCAL YEAR. The fiscal year of the Corporation shall begin on the
first day of September and end on the last day of August, unless
otherwise determined by the Board of Trustees.

Section 2
RECEIPT AND DISBURSEMENT OF FUNDS. The Board of
Trustees may designate such other officer or officers who in addition to
or instead of the President or Treasurer shall be authorized to receive

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and receipt for all moneys due and payable to the Corporation from any
source whatever, to endorse for deposit checks, drafts, notes, or other
negotiable instruments, and to give full discharges and receipts therefor.
Funds of the Corporation may be deposited in such bank or banks as the
President, Board of Trustees or Executive Director may from time to
time designate or with such other corporations, firms, or individuals as
the President, Board of Trustees or Executive Director may from time to
time designate.

Section 3
EXECUTION OF DOCUMENTS. Except as otherwise provided by
law, the Board of Trustees or these Bylaws, the Chair, President or
Treasurer shall sign for the Corporation all deeds, agreements and other
formal instruments.

Section 4
COMMUNICATION BY FACSIMILE, ELECTRONIC, OR OTHER
WRITTEN MEANS. Written notice or waiver of notice or other
communication under these Bylaws may be given by facsimile
transmission, electronic mail, or other means of written communication.

ARTICLE XI

AMENDMENTS

These Bylaws may be amended by a two-thirds vote of a quorum of the l Members
present and voting, or voting by proxy, at any meeting of the Members, provided that
notice describing the proposed amendment has been given in writing with the notice of
the meeting.

The 2016 Annual Meeting Bylaws Draft is available here:

Bylaws Discussion
September 2016

RESTATED BYLAWS

OF

UNITARIAN UNIVERSALIST ROWE CAMP AND CONFERENCE CENTER, INC.

ARTICLE I

NAME AND PURPOSE

Section 1. The name of this corporation shall be Unitarian Universalist Rowe Camp and
Conference Center, Inc. (“the Corporation” or “Rowe”).

Section 2. The purpose of the Corporation shall be:

a)
To maintain and operate a camp and conference center where people of
all ages will have the opportunity to participate in camp life,
conferences, and to pursue spiritual development, consonant with
Unitarian Universalist views.

b)
To hold and maintain the Preserved Smith Memorial Church at Rowe
and to provide spiritual services therein to such extent as seems feasible.

ARTICLE II — ARTICLES OF ORGANIZATION

The name and purposes of Unitarian Universalist Rowe Camp and Conference
Center, Inc. (the “Corporation”) shall be as set forth in the Articles of Organization, as
amended. These Restated Bylaws, the powers of the Corporation and of its members, its
Trustees and its officers, and all matters concerning the conduct and regulation of the
Corporation shall be subject to the Articles of Organization in effect from time to time.

ARTICLE III

GENERAL MEMBERSHIP

Section 1
GENERAL MEMBERSHIP. The general membership (the “General
Members”) of the Corporation shall be those persons approved for
membership by the Board of Trustees or by a process approved by the
Board of Trustees.

Section 2
TERM AND DUES. The period of membership of General Members
shall be the calendar year or such other period as the Board of Trustees
may from time to time determine. A General Member’s membership

shall terminate at the end of the membership period unless the
membership dues for the succeeding period,. The Board of Trustees
shall approve any changes in the amount of dues.

Section 3
ANNUAL MEETING, MEETINGS OF THE GENERAL
MEMBERSHIP. The General Membership shall meet annually in
September at the Rowe Camp on such date and time as the Board of
Trustees shall determine, for the purposes of electing Trustees. Special
Meetings may be called by the President or the Board of Trustees, and
shall be called by the Clerk, or in the case of the death, absence,
incapacity, or refusal of the Clerk, by any other officer, upon the written
application of General Members representing at least ten percent of the
smallest quorum of members required for a vote upon any matter at the
annual meeting of General Members.

Section 4
NOTICE. All General Members shall be entitled to notice of all
meetings of the General Membership. Not less than 30 days’ notice,
addressed to the member as his or her contact information appears in the
records of the Corporation, shall be given of all meetings stating the
date, purpose, time and place of such meeting.

Section 5
WAIVER OF NOTICE. Whenever any written notice of a meeting is
required to be given by these Bylaws, a General Member can 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 General Member who has not received a
written notice of a meeting, but who attends said meeting without protest as to
nonreceipt of a written notice, shall have the effect of a waiver of notice.

Section 6
QUORUM AND VOTING. Each General Member shall have one vote.
On any matters presented to the General Members, 15 members shall
constitute a quorum. When a quorum is present, voting shall be by
majority vote. An abstention shall not be counted as a vote.

Section 7
PROXIES. A ballot completed by a member may be cast by a proxy
(another member) if the member is unable to attend a meeting in person.
Voting by Members may be either in person or by proxy dated not more
than six months before the meeting named in the proxy. All proxies
shall be filed before being voted with the Clerk or other person
responsible for recording the proceedings of the meeting.

Section 8
ACTION WITHOUT A MEETING. Any action (that is, any proposed
vote) that is required or permitted to be taken, may be taken without a
meeting if all 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

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written communication. Such consents shall be treated for all purposes
as a vote at a meeting.

Section 9
RESIGNATION. Any General Member may resign at any time by
giving written notice of such resignation to the President, Clerk or
Board of Trustees. Such resignation shall be effective at the time
specified therein, or if no time is specified, upon receipt by the Board.

Section 10
AMENDMENT. The General Members must approve any amendments
to this Article III, Sections 1 – 9 (which describe the rights of General
Members), and Article III, Section 3, 2nd sentence (which says that
General Members shall elect Trustees at the Annual Meeting).

ARTICLE IV

TRUSTEE-MEMBERS

Section 11
TRUSTEE-MEMBERS. The Persons serving from time to time as
Trustees of the Corporation shall also be Trustee-Members of the
Corporation.

Section 12
POWERS AND DUTIES OF TRUSTEE-MEMBERS.

a)
Except for the provisions and power of the General Members set forth
in Article III, Sections 1 – 9 (which describe the rights of General
Members), and Article III, Section 3, 2nd sentence (which says that
General Members shall elect Trustees at the Annual Meeting) of these
Bylaws, the Trustee-Members shall hold all other rights, powers,
privileges and duties conferred upon members of the Corporation by
law, the Articles of Organization, or these Bylaws.

b)
The Trustee-Members shall constitute the sole class of members entitled
to vote on amendments to the Articles of Organization, mergers and
consolidations, dispositions of all or substantially all of the
Corporation’s property and assets under Chapter 180 of the General
Laws of the Commonwealth, and amendment of the Bylaws. The
General Members shall be given at least 30 days’ notice, addressed to
the member’s contact information as it appears in the records of the
Corporation, if the Trustee-Members intend to: (i) amend the Articles of
Organization; (ii) authorize a merger or consolidation; (iii) dispose of
all or substantially all of the Corporation’s property and assets under
Chapter 180 of the General Laws of the Commonwealth; or (iv) amend
the Bylaws.

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Section 13
MEETINGS OF TRUSTEE-MEMBERS. Meetings of the Trustee-
Members shall be governed by Article VI (Meetings of the Board of
Trustees) of these Bylaws.

Section 14
RIGHTS OF MEMBERS. All of the rights, title and interest of a
General Member or Trustee-Member with respect to the Corporation
shall cease on the termination of membership.

ARTICLE V

BOARD OF TRUSTEES

Section 1
POWERS. The general management of the business, property and
affairs of the Corporation shall be vested in a Board of Trustees. The
Board shall formulate and execute governing policies to fulfill its
responsibilities, which include but are not limited to the use of the
camp, conference center, the Preserved Smith Memorial Church, and
employment. Employees and other agents may be hired to conduct the
business of the Corporation.

Section 2
QUALIFICATION OF TRUSTEES. Board members shall be chosen
with a view toward maintaining a balanced Board of Trustees whose
members have in aggregate the kinds of skills and experience that can
contribute to the purposes and mission of the Corporation. These
qualifications may include expertise in business, law, finance,
development, and a cross-section of the community served. Each
Trustee must be in a position to attend Board of Trustee meetings
regularly, to serve on committees, to devote a substantial amount of
time to the affairs of the Corporation, and to become and remain
acquainted with current developments.

Section 3
NUMBER, ELECTION, TERM OF OFFICE AND VACANCIES. The
number of Trustees shall be no less than 7 and no more than 11.
Trustees and Officers shall be elected by the General Members at the
Annual Meeting of the Corporation from among the candidates
submitted by the Nominating Committee. That committee will be
chaired by the Vice President, and it should include at least one member
of the corporation who does not currently serve on the Board, a Board
member, and the Executive Director. Names of the nominees to the
Board must be submitted to the Board by the Nominating Committee
not less than (30) days before the date of the Corporation’s annual
meeting. The term of office for each Trustee shall be three years, except
that the Trustees in office as of the date on which these Restated Bylaws
are approved shall designate staggered terms among themselves such

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that, as nearly as possible, one-third of the Trustees shall be elected each
year. The Board of Trustees may elect a new Trustee for the unexpired
term of a vacating Trustee at any Regular or Special Meeting of the
Board.

Section 4
LIMITATION OF TERMS. Members of the Board of Trustees shall be
eligible for reelection for a second term, but no person may be elected to
the Board of Trustees for more than two complete, successive terms.
However, after the expiration of one year following a second term,
former Board members are eligible for election. Notwithstanding the
above, an individual may be elected to continue to serve on the Board of
Trustees for a period in excess of two successive terms, provided the
Board of Trustees, at such time, passes a special resolution authorizing
this exception to the above term limits.

Section 5
RESIGNATION. Any Trustee may resign at any time by giving written
notice of such resignation to the Board of Trustees. Such resignation
shall be effective at the time specified therein, or if no time is specified,
upon receipt by the Board. Any Trustee who fails to attend three
consecutive Regular Meetings of the Board of Trustees without
adequate reason and approval of the President shall be deemed to have
delivered his or her resignation as a Trustee, effective as of the close of
business of the meeting of the Board at which the third consecutive
failure to attend shall have occurred.

Section 6
REMOVAL. A Trustee may be removed for cause by an affirmative
vote of a majority of the Trustees then in office at any meeting of the
Board of Trustees, provided that such Trustee is given at least seven
days’ notice of the proposed suspension or removal and the reasons
therefor, and an opportunity to be heard at the meeting, and that notice
of the proposed suspension or removal is given in the notice of meeting.

Section 7
COMMITTEES. The Board of Trustees may elect or appoint one or
more committees as it sees fit and shall, by vote of a majority of the
Trustees then in office, elect or appoint as Standing Committees of the
Board a Finance/Investment Committee, a Personnel Committee, a
Nominating Committee, a Governance Committee, and a Youth
Program Advisory Committee. The Chair of each Standing Committee
shall be a Trustee. Each Committee shall 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 Trustees. Each Committee shall
conduct its business as nearly as may be in the same manner as is
provided by these Bylaws for the Board of Trustees.

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Section 8
DUTIES. A Trustee shall perform the duties of a Trustee. This includes
the Trustee’s performance of duties as a member of any Board
Committee on which the Trustee may serve, in good faith, in a manner
such Trustee 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 Trustee, a Trustee 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 Trustee believes to be reliable and
competent as to the matters presented; (2) counsel, independent
accountants, or other person as to matters which the Trustee believes to
be within such person’s professional or expert competence; or (3) a
Committee upon which the Trustee does not serve, as to matters within
that Committee’s designated authority, so long as in each such case, the
Trustee acts in good faith after reasonable inquiry when appropriate.

A person who performs the duties of a Trustee in accordance with this
Section shall have no liability based upon any failure or alleged failure
to discharge that person’s due care obligations as a Trustee, including,
without limiting the generality of the foregoing, any actions or omissions
which exceed or defeat a public or charitable purpose to which the
corporation, or assets held by it, are dedicated.

Section 9
INSPECTION. Every Trustee 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.
The Executive Director shall, at his or her discretion, determine the
manner and means of inspection, taking into account the confidentiality
and privacy needs and best interests of the Corporation.

Section 10
NO COMPENSATION. Trustees shall serve as such on a volunteer
basis, without compensation. Trustees may be reimbursed for
reasonable expenses incurred in connection with their service on or to
the Board. Nothing herein precludes payment of reasonable
compensation to Trustees for services rendered the corporation in
another capacity.

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ARTICLE VI

MEETINGS OF THE BOARD OF TRUSTEES

Section 1
ANNUAL, REGULAR AND SPECIAL MEETINGS. The Annual
Meeting of the Corporation shall be held in September at Rowe at a time
chosen by the Board. Regular Meetings of the Board shall be held at
such date, place and time as the Board of Trustees may from time to
time determine. Special Meetings, including meetings of the Trustee-
Members, may be called by the President or the Board of Trustees, and
shall be called by the Clerk, or in the case of the death, absence,
incapacity, or refusal of the Clerk, by any other officer upon the written
application of two or more Trustees.

Section 2
NOTICE. Written notice shall be given to the Trustees of all meetings
stating the date, purpose, time and place of such meeting: (a) by
mailing, postage prepaid and addressed to the appropriate last known
home or business address at least fourteen days before the meeting; (b)
by causing such notice to be sent by telegram, fax, e-mail, or other
means of written communication at least forty-eight hours before the
meeting to the Trustee’s contact information as it appears in the records
of the Corporation; or (c) by providing such notice in person or by
telephone at least forty-eight hours before the meeting. However,
separate notice of Regular Meetings, if fixed in advance or occurring on
a regular schedule agreed upon in advance by the Board of Trustees, is
not required, provided that all Trustees have notice of such fixed or
scheduled date, time and place.

Section 3
QUORUM AND VOTING. A majority of Trustees then in office shall
constitute a quorum at all Regular Meetings of the Board. A Trustee
who attends the meeting but is disqualified from participation because
of a conflict of interest shall be counted as present for purposes of the
quorum but not for voting purposes. When a quorum is present, voting
at any Regular Meeting of the Board shall be by majority vote of the
Trustees present and voting. A Trustee may vote by proxy. An
abstention shall not be counted as a vote.

Section 4
ACTION WITHOUT A MEETING. Any action (that is, a proposed
vote) that is required or permitted to be taken, may be taken without a
meeting if all 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.

7

Section 5
TELEPHONIC PARTICIPATION IN MEETINGS. Members of the
Board of Trustees or any committee designated by the Board of Trustees
or these Bylaws may participate in a meeting of the Board of Trustees or
of such committee by means of a conference telephone call or similar
communications equipment by means of which all persons participating
in the meeting can hear each other at the same time. Participating by
such means shall constitute presence in person at a meeting.

Section 6
WAIVER OF NOTICE. Whenever any written notice of a meeting is
required to be given by these Bylaws, a Trustee can 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 Trustee who has not received a
written notice of a meeting, but who attends said meeting without
protest as to the nonreceipt of such written notice, shall have the effect
of a waiver of notice.

Section 7
MEETING CONDUCT AND PROCEDURE. The President or the Vice
President in the absence of the President (or a Trustee designated by the
Board in the absence of both the President and Vice President) shall
chair Regular Meetings of the Board, the Annual Meeting of the
Corporation, and Special Meetings. General procedure for the meeting
will be as follows: The Chair calls for a count of the number of trustees
or members attending the meeting to determine whether a quorum is
present. The Chair calls the meeting to order and brings business before
the meeting as set forth in an agenda. During the course of the meeting,
the Chair asks those trustees or members present to make and second a
motion for a vote on a question when appropriate; opens the floor for a
discussion of the question; closes the discussion; and with a quorum
present, calls for a vote on the question by those in favor, against, and
abstaining; alternatively, the Chair may table a question for future
reconsideration. The Chair concludes the meeting by calling for a
motion to adjourn, which is seconded and voted upon by those present.

ARTICLE VII

OFFICERS

Section 1
ENUMERATION. The officers of the Corporation shall be a President,
a Vice President, a Clerk, a Treasurer, and such other officers as the
Board of Trustees may from time to time. A person may simultaneously
hold more than one office in the Corporation, except that a person may
not serve simultaneously as President of the Board and Treasurer. All
Officers shall be Trustees.

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Section 2
POWERS. The officers shall have the powers and perform the duties
customarily belonging to their respective offices, including the powers
and duties listed below:

a)
The President of the Board shall preside at all meetings of the Members
and shall, except as otherwise specified by the Board of Trustees or
these Bylaws, have the powers and duties incident to the office of
President and such other responsibilities and powers as designated by
the Board of Trustees. The President shall, subject to the direction of
the Board of Trustees, be responsible to the Board of Trustees for the
effective implementation of the Corporation’s policies and for providing
leadership for strategic planning. The President is an ex-officio (voting)
member of any Board committee.

c)
The Vice President shall, except as otherwise specified by the Board of
Trustees or these Bylaws, have the powers and duties incident to the
office of Vice President and such other responsibilities and powers as
designated by the Board of Trustees. In the absence or inability of the
President to act, the Vice President shall have and possess all of the
powers and discharge all of the duties of the President. The Vice
President chairs the Nominating Committee and is responsible for the
orientation of new Board members.

d)
The Clerk shall, except as otherwise specified by the Board of Trustees
or these Bylaws, have the powers and duties incident to the office of
Clerk and such other responsibilities and powers as designated by the
Board of Trustees. The Clerk shall, subject to the direction of the Board
of Trustees, be responsible for the recording and maintenance of the
corporate records and documents of the Corporation, including records
of all meetings of the Members and of the Board of Trustees, and for the
issuance of calls and notices of meetings of the Members and of the
Board of Trustees. If the Clerk is absent from any meeting, a temporary
Clerk chosen at the meeting shall exercise the duties of the Clerk at such
meeting. The Clerk shall be a resident of Massachusetts unless the
Corporation has a resident agent appointed for the purpose of service of
process.

e)
The Treasurer shall, except as otherwise specified by the Board of
Trustees or these Bylaws, have the powers and duties incident to the
office of Treasurer and such other responsibilities and powers as
designated by the Board of Trustees. The Treasurer shall, subject to the
direction of the Board of Trustees, have general charge of the financial
affairs of the Corporation and shall cause to be kept accurate books of
account. The Treasurer shall be responsible for ensuring the safe
custody of all funds, securities, and valuable documents of the

9

corporation, except as the Board of Trustees may otherwise provide.
The Treasurer shall render a report of finances at each Regular Meeting
of the Board and at the Annual Meeting of the Corporation

Section 3
RESIGNATION. Any officer may resign at any time by giving written
notice of such resignation to the President or the Clerk. Such
resignation shall be effective at the time specified therein, or if no time
is specified, upon receipt by the officer to whom it is given.

Section 4
REMOVAL. An officer may be removed either with or without cause
by an affirmative vote of a majority of the Trustees then in office at any
meeting of the Board. Such suspension or removal shall be without
prejudice to contract rights, if any, of the person so suspended or
removed. Election or appointment as an officer shall not of itself create
contract rights.

Section 5
VACANCIES. A vacancy in any office shall be filled by the Board of
Trustees at any meeting.

ARTICLE VIII

EXECUTIVE DIRECTOR

The Board shall hire, direct, and assist an Executive Director, who shall be the
senior management employee of the Corporation and, subject to the direction of the
Board of Trustees, shall have authority over and be responsible for the day-to-day
management of the Corporation.

The Board of Trustees shall adopt an Executive Compensation Policy and
procedures consistent with the requirements of state and federal law and best practices
governing 501(c)(3) public charities operating in Massachusetts.

ARTICLE IX

NO PERSONAL LIABILITLY AND INDEMNIFICATION OF TRUSTEES,
OFFICERS AND EMPLOYEES

No officer or Trustee shall be personally liable to the Corporation for monetary
damages for any breach of fiduciary duty by such officer or Trustee as an officer or
Trustee 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 Trustee (i) for breach of the officer’s or Trustee’s duty of loyalty to the
Corporation (ii) for acts or omission not in good faith or which involve intentional

10

misconduct or a knowing violation of law or (iii) for any transaction from which the
officer or Trustee derived an improper personal benefit. No amendment or repeal of this
provision shall deprive an officer or Trustee of the benefit hereof with respect to any act
or omission occurring prior to such amendment or repeal.

The Corporation shall to the extent legally permissible and consistent with the
Corporation’s tax-exempt status and with the Employee Retirement Income Security Act
of 1974, as amended, indemnify (defend) each of its present and former Trustees and
officers; and any person who serves or has served, at the Corporation’s request, as
Trustee, officer or member of another organization or in a capacity with respect to any
employee benefit plan (and the heirs, executors and administrators of the foregoing)
(collectively referred to as the “Indemnified Person”) against all expenses and liabilities
which the Indemnified Person has reasonably incurred in connection with or arising out
of any action or threatened action, suit or proceeding, whether civil, criminal,
administrative or investigatory, in which the Indemnified Person may be involved,
directly or indirectly, by reason of serving or having served in a capacity identified
above. Such expenses and liabilities shall include, but not be limited to, judgments,
fines, penalties, court costs and attorney’s fees and the cost of reasonable settlements.
However, no such indemnification shall be made in relation to matters as to which such
Indemnified Person shall be finally adjudged in any such action, suit or proceeding not to
have acted in good faith in the reasonable belief that his or her action was in the best
interests of the Corporation, or, in the case of a person who serves or has served in a
capacity with respect to an employee benefit plan, in the best interests of the participants
or beneficiaries of such plan.

If authorized by the Board of Trustees, the Corporation may to the extent legally
permissible and consistent with the Corporation’s tax exempt status and with the
Employee Retirement Income Security Act of 1974, as amended, indemnify each of its
present and former agents (and the heirs, executors and administrators of the foregoing)
(collectively referred to as “Agent”), defined to include those members, employees and
agents other than Indemnified Persons as defined in the preceding paragraph, against all
expenses and liabilities which the Agent has reasonably incurred in connection with or
arising out of any action or threatened action, suit or proceeding, whether civil, criminal,
administrative or investigatory, in which the Agent may be involved, directly or
indirectly, by reason of being or having been an Agent. Such expenses and liabilities
may include, and are not limited to, judgments, fines, penalties, court costs and attorney’s
fees and the cost of reasonable settlements. However, no such indemnification shall be
made in relation to matters as to which such Agent shall be finally adjudged in any such
action, suit or proceeding not to have acted in good faith in the reasonable belief that his
or her action was in the best interests of the Corporation, or, in the case of a person who
serves or has served in a capacity with respect to an employee benefit plan, in the best
interests of the participants or beneficiaries of such plan.

Indemnification may include payment of reasonable expenses in defending a civil
or criminal action or proceeding in advance of the final disposition of such action or

11

proceeding, upon receipt of an undertaking by the Indemnified Person or Agent to repay
such payment if the Indemnified Person or Agent shall be adjudicated to be not entitled
to indemnification hereunder, which undertaking may be accepted regardless of the
financial ability of the Indemnified Person or Agent to make repayment.

In the event that a settlement or compromise of such action, suit or proceeding is
effected, indemnification may be had, but only if such settlement or compromise and
such indemnification are approved:

i.
by a majority vote of a quorum consisting of disinterested Trustees;
ii.
if such a quorum cannot be obtained, then by a majority vote of a
committee of the Board of Trustees consisting of all the disinterested
Trustees;
iii. if there are not two or more disinterested Trustees in office, then by a
majority of the Trustees then in office, provided they have obtained a
written finding by special independent legal counsel appointed by a
majority of the Trustees to the effect that, based upon a reasonable
investigation of the relevant facts as described in such opinion, the person
to be indemnified appears to have acted in good faith in the reasonable
belief that his or her action was in the best interests of the Corporation (or,
to the extent that such matter relates to service with respect to an
employee benefit plan, in the best interests of the participants or
beneficiaries of such employee benefit plan); or
iv. by a court of competent jurisdiction.
The foregoing right of indemnification shall not be exclusive of other rights to
which any Indemnified Person or Agent may be entitled as a matter of law. The
Corporation’s obligation to provide indemnification under these Bylaws shall be offset to
the extent of any other source of indemnification or any otherwise applicable insurance
coverage maintained by the Corporation or any other person.

ARTICLE X

CONFLICT OF INTEREST

The Board of Trustees 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) public charities operating in Massachusetts.

ARTICLE XI

GENERAL

12

Section 1 FISCAL YEAR. The fiscal year of the Corporation shall begin on the
first day of September and end on the last day of August, unless
otherwise determined by the Board of Trustees.
Section 2 RECEIPT AND DISBURSEMENT OF FUNDS. The Board of
Trustees may designate such other officer or officers who in addition to
or instead of the President or Treasurer shall be authorized to receive
and receipt for all moneys due and payable to the Corporation from any
source whatever, to endorse for deposit checks, drafts, notes, or other
negotiable instruments, and to give full discharges and receipts therefor.
Funds of the Corporation may be deposited in such bank or banks as the
President, Board of Trustees or Executive Director may from time to
time designate or with such other corporations, firms, or individuals as
the President, Board of Trustees or Executive Director may from time to
time designate.
Section 3 EXECUTION OF DOCUMENTS. Except as otherwise provided by
law, the Board of Trustees or these Bylaws, the Chair, President or
Treasurer shall sign for the Corporation all deeds, agreements and other
formal instruments.
Section 4 COMMUNICATION BY FACSIMILE, ELECTRONIC, OR OTHER
WRITTEN MEANS. Written notice or waiver of notice or other
communication under these Bylaws may be given by facsimile
transmission, electronic mail, or other means of written communication.
ARTICLE XII
AMENDMENTS

These Bylaws may be amended by a majority vote of the Trustee-Members
present and voting at any meeting of the Trustee-Members, provided that notice
describing the proposed amendment has been given in writing with the notice of the
meeting. Any amendment to Article III, Sections 1 – 9 (which describe the rights of
General Members), and Article III, Section 3, 2nd sentence (which says that General
Members shall elect Trustees at the Annual Meeting), shall also require approval of the
General Membership at the Annual Meeting or a Special Meeting called for the purpose,
provided notice describing the proposed amendment has been given in writing with the
notice of the meeting.

Comments or Questions?

The text of this document is available online at www.rowecenter.org (at the
bottom of the Board’s Bylaws page). We welcome feedback from members. Please
email your questions or comments to clerk@rowecenter.org.

* — Bylaws Revisions

A discussion of the January 2017 bylaws revisions, including a history of the revision process and an analysis of the most important changes, is available here.