ARTICLE I: NAME AND OBJECTIVES
SECTION 1: Name. This Corporation shall be called the "Massachusetts Coalition of Taft-Hartley Trust Funds, Inc." (the "Coalition").
SECTION 2: Objectives. The general objective of the Coalition shall be to operate always as a business league entitled to exemption from taxation under Section 501(c) (6) of the Internal Revenue Code. The Coalition shall be a charitable corporation within the meaning of Sections 4(a) and 4(j) of Chapter 180 of the Massachusetts General Laws ("M.G.L."). Subject to the foregoing, the specific objectives of the Coalition shall be:
(a) To educate the Governor, General Court and agencies, subdivisions, instrumentalities and officers of the Commonwealth of Massachusetts (collectively, the "State Government"), the President, Congress and agencies and officers of the United States of America (collectively the "Federal Government"), the general public and the Coalition's members and participants, as to the crises and developments affecting Taft-Hartley Trust Funds including, but not limited to, health and welfare and pension issues;
(b) To secure, analyze and disseminate statistical data and information regarding the health care and pension industry to the federal and state government, the general public, and the Coalition's members;
(c) To develop and propose better methods of providing and paying for health care;
(d) To promote harmonious relations with the health care industry and other industries affecting Taft-Hartley Funds; and
(e) To promote the financially sound continued long term survival of Taft-Hartley Trust Funds.
ARTICLE II: MEMBERSHIP
SECTION 1: Qualifications. It shall be a qualification for membership in the Coalition that the member or proposed member be a Taft-Hartley trust fund engaged in providing employee benefits for its participants and beneficiaries. Additional qualifications for membership may be adopted by the Board of Directors from time to time. Any member which fails to continue to meet any qualification for membership shall be deemed to have withdrawn from membership immediately upon the failure to continue to meet the qualifications. Upon again becoming qualified, any member deemed to have withdrawn pursuant to this Section may petition the Executive Board for readmission to membership in the Coalition.
SECTION 2: Admission. Any Taft Hartley Trust Fund possessing the qualifications for membership set forth in Section 1 may apply for membership in the Coalition. All applications for membership shall be in writing in the form prescribed by the Executive Board. The application shall be considered by the Executive Board at its next meeting. Any applicant found by the affirmative vote of a majority of all of the members of the Executive Board to meet the qualifications for membership set forth in Section 1 shall be admitted to membership; provided that any applicant which was previously a member but which resigned or withdrew from membership from the Coalition for any reason shall be considered for membership again only upon paying in full all of its share of the expenses of the Coalition in accordance with Section 4 below for the period of its earlier period of membership plus interest to the date of its application for re-admittance at the prime rate of interest equal to the prime rate of interest of the State Street Bank and Trust Company, or any successor thereto, as of the date of such applicant's earlier resignation or withdrawal from the Coalition.
SECTION 3: Duration of Membership. Each member may terminate its membership in the Coalition by written notice to the Executive Board of Coalition. Such termination of membership shall be effective upon receipt of such notice by the Executive Board of the Coalition. Additionally, members may be deemed to have withdrawn from membership as provided in Section 1 above and Section 4 below. All of a member's rights and privileges as a member of the Coalition shall cease immediately upon the effectiveness of the member's resignation or withdrawal.
SECTION 4: Expenses. Members may be required to pay such initiation fee or annual dues or assessments as the Executive Board may set from time to time. Members shall also share in the responsibility for the payment of the Coalition's expenses. The Executive Board shall develop criteria for the equitable sharing of the Coalition's expenses among the members and the methods for the payment of such expenses, and the Executive Board shall be the final arbiter of such criteria. Any member which is three (3) months in arrears in the payment of its share of the Coalition's expenses may be suspended from membership rights and privileges by the Executive Board following notice of such failure. Membership rights and privileges shall continue to be suspended until the member brings its share of the Coalition's expenses current or until the member is deemed to have withdrawn from membership in accordance with the next following sentence, as the case may be. Any member which is six (6) months in arrears in the payment of its share of the Coalition's expenses shall be deemed to have tendered its resignation from membership to the Executive Board and, upon notice from the Executive Board, to have withdrawn from membership.
SECTION 5: Votes. Each member of the Coalition shall have one vote on all matters put before the members at each meeting of the members. Such votes shall be cast by the duly authorized representative of each member (or a group of members, as the case may be). Each member shall provide the Secretary of the Coalition with a duly executed proxy or other written evidence of its duly authorized representative which will remain in effect unless prior to any meeting of the Coalition, or concurrently with the delivery of any written consent to membership action or vote by mail on any membership action, the member amends said proxy or other writing by a writing filed with the Secretary of the Coalition.
SECTION 6: Annual Meetings. The annual membership meeting shall be held each year during the Spring. If the annual meeting is not, or can not be, held at that time, it may be called at any other time as a special meeting of the members. At the annual member meeting, elections for Executive Board positions will be conducted. Nominations for positions on the Executive Board may be submitted to the Nominating Committee, during the preceding 60 days. Each elected Board member will serve a three year term which will begin the following July 1.
SECTION 7: Regular Meetings. Regular meetings of the members shall be held whenever and wherever the members may specify by resolution. No notice of regular meetings need by given, but if no resolution is in effect, regular meetings shall be called in the same manner as special meetings of the members.
SECTION 8: Special Meetings. Special meetings of the members may be called by the President or the Executive Board, and shall be called by the Secretary. Upon written request of members representing at least ten percent of the smallest quorum of members required for a vote upon any matter at the annual meeting, the Secretary shall call a meeting. If the President does not call a meeting within fifteen (15) days of the request, the meeting may be called by the members making the request. At least seven (7) days notice of any special meeting shall be given to each member. Notice need not be given to any member who attends the meeting or who waives notice in a writing executed and filed with the Secretary of the Coalition either before or after the meeting. The Secretary shall file any such writing with the records of the meeting.
SECTION 9: Quorum and Voting Requirements. At least five (5) members entitled to vote and present by their duly authorized representatives at any meeting shall be a quorum; provided that, if membership in the Coalition shall ever consist of fewer than five (5) members, then presence of all members entitled to vote by their duly authorized representatives shall constitute as quorum. Membership action shall generally require the affirmative vote of a majority of the members voting on the matter, so long as the foregoing quorum requirements are satisfied.
SECTION 10: Transaction of Business Without Meeting. Any action which can be authorized at a meeting of the members may be taken without a meeting if all the members consent in writing to the action before or after the action is taken. The Secretary of the Coalition shall file these consents with the minutes of the meetings of the members. In addition, if so provided in the Coalition's Articles of Organization, membership action on any matter may be voted on by mail, and the vote by mail of the number of members necessary for action on such matter if the matter were submitted to a meeting of the members shall be controlling, subject to the quorum and voting requirements specified in Section 9 above.
SECTION 11: Duly Authorized Representative. A member Fund must appoint a representative to attend Coalition meetings and to possess the authority to cast votes on behalf of the Fund. A Fund representative must be an employee or Trustee of the Fund. A Fund's representative shall provide the Secretary of the Coalition a duly executed proxy or written evidence of the person's authority to represent the Fund.
SECTION 12: Associate Members. Associate Members are invited to attend biannual meeting with no voting privileges.
ARTICLE III: EXECUTIVE BOARD
SECTION 1: Make-up; Term of Office. The Coalition shall have a board of directors referred to as the Executive Board. The Executive Board shall consist of five (5) directorships. The directorships shall be filled by the President, Vice-President, Treasurer, Secretary and the immediate past President of the Coalition. Each director shall hold office for so long as he or she holds the position giving rise to his or her being a director, except as otherwise provided in this Section 1. With respect to the directorship to be filled by the immediate past President of the Coalition, the directorship shall initially be filled by the individual selected by the Coalition's incorporators at the time of the adoption of these By-Laws. Beginning with the first annual meeting of the members at which the members elect the Executive Offices and directors, this directorship shall be filled by the Coalition's immediate past President, or, if such individual is unwilling or unable to serve, then by the next preceding past President and so on until the directorship is filled. If no past President is available and willing to serve as a director of the Coalition, then the members shall elect an individual to fill the fifth directorship by majority vote of all of the members. The members shall at all times have the right to remove any director with or without cause and with or without notice or hearing, at any meeting of the members, by a majority vote of all of the members. If the members shall remove any director, they shall fill the vacancy for the unexpired term by a majority vote of all of the members.
SECTION 2: Annual Meetings. The annual meeting of the Executive Board shall be held each year during the Spring immediately following the annual meeting of the members. If the annual meeting is not, or cannot be, held at that time, it may be called at any other time as a special meeting of the Executive Board.
SECTION 3: Regular Meetings. Regular meetings of the Executive Board shall be held whenever and wherever the Executive Board may specify by resolution. No notice of regular meetings need be given, but if no resolution is in effect, regular meetings shall be called in the same manner as special meetings of the Executive Board. At least one (1) regular meeting shall be held each year between annual meetings of the Executive Board.
SECTION 4: Special Meetings. Special meetings of the Executive Board may be called by the President. Any two (2) directions, excluding the President, may request in writing that the President call a special meeting of the Executive Board. If the President does not call a meeting within fifteen (15) days of the request, the directors making the request may call the meeting. At least seven (7) days notice of any special meeting shall be given to each director. Notice need not be given to any director who attends the meeting or who waives notice in a writing executed and filed with the Secretary either before or after the meeting. The Secretary shall file any such writing with the records of the meeting.
SECTION 5: Quorum and Voting Requirements. A majority of the directorships shall be a quorum. The affirmative vote of directors holding a majority of the directorships shall be required for every action by the Executive Board unless a greater proportion of directors' votes is required by the Articles of Organization or these By-Laws.
SECTION 6: Powers. Subject to the Articles of Organization and these By-Laws with respect to the rights, powers and duties of the members and officers, the Executive Board shall manage the property and business of the Coalition. The Executive Board may do anything which is not prohibited by law, the Articles of Organization or these By-Laws. In particular and without limiting the foregoing, the Executive Board shall be the final interpreter of these By-Laws during the interim between meetings of the members and shall make regulations as necessary to carry out the purposes and intent of these By-Laws, and it shall at least annually review the condition (financial and otherwise) of the Coalition. No appropriation of Coalition funds shall be made except as authorized by the Executive Board.
SECTION 7: Transaction of Business Without Meeting. Any corporate action which can be authorized at a meeting of the Executive Board may be taken without a meeting, so long as quorum requirements are met, if all the directors’ consent in writing to the action before or after the action is taken. The Secretary shall file these consents with the minutes of the meetings of the Executive Board.
SECTION 8: Indemnification and Reimbursement. The Coalition shall indemnify the directors, officers, employees and other agents of the Coalition for liability arising out of their service to or employment by the Coalition, to the extent permitted by applicable law. The Coalition shall have the authority to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or other agent of the corporation.
ARTICLE IV: OFFICERS
SECTION 1: Title, Election and Duties. The members shall elect, by a majority vote of all the members, a President, a Vice President, a Treasurer and a Secretary (collectively, the "Executive Officers"), and they may elect other officers whenever they determine that other officers are desirable; provided that the initial Executive Officers shall be the individuals selected by the Coalition's incorporator at the time of the adoption of these By-Laws. Other officers may also be elected by the Executive Board. Each Executive Officer shall be an officer, director or the duly authorized representative of a member. No individual may hold two (2) or more Executive Officer positions at the same time. The duties of each of the foregoing officers shall be the duties prescribed by these By-Laws and those prescribed by the members or the Executive Board. In addition, the Executive Board shall appoint an Executive Director who shall have the duties prescribed by these By-Laws and the Executive Board.
SECTION 2: President. The President shall preside at all meetings of the members and of the Executive Board. As more particularly described in Section 8 below, the President shall appoint the members of all committees of the Coalition and shall be an ex-officio member (with voting rights, and to be counted for quorum purposes, except with respect to the Nominating Committee) of all committees by reason of being President. The President shall possess such other powers and perform such other duties as maybe directed by the members or the Executive Board or as may be incidental to the office of President and not contrary to the Coalition's Articles of Organization or these By-Laws.
SECTION 3: Vice President. The Vice President shall assist the President in the performance of the President's duties and shall carry out the duties of the President whenever the President is unable or unwilling to perform them.
SECTION 4: Treasurer. The Treasurer shall oversee the Executive Director in keeping the fiscal accounts of the Coalition, including an account of all monies received or paid out. At least as often as twelve (12) months, the Treasurer shall cause to be prepared a balance sheet showing the financial condition of the Coalition as of a date not more than four (4) months earlier than the date of completion of the balance sheet. The Treasurer shall also cause to be prepared a profit and loss statement for the twelve months ended on the date of the balance sheet. The Treasurer may endorse checks, notes and other obligations on behalf of the Coalition, but only for deposit in the Coalition's account, unless otherwise expressly authorized by the Executive Board. T he Treasurer shall deposit them and all monies and valuables in the name of and to the credit of the Coalition, in the banks and depositories designated by the Executive Board. The Treasurer shall have custody of stock, securities or other investment instruments owned by the Coalition, and shall have the power to endorse them for transfer on behalf of the Coalition.
SECTION 5: Secretary. The Secretary shall keep the minutes of the meetings of the members and of the Executive Board and shall give notice of these meetings when notice is required by these By-Laws. The Secretary shall keep all books, records and papers of the Coalition except those kept by the Treasurer or another person authorized to keep them by resolution of the Executive Board.
SECTION 6: Executive Director. The Executive Board shall have the power to employ an Executive Director. If so employed, the Executive Director shall be the administrative officer of the Coalition and shall be generally under the immediate supervision of the President and the Executive Board. The Executive Director shall also be under the immediate supervision of the Treasurer with respect to the matters contemplated by Section 4 above. The Executive Director's duties shall include, without limitation: giving notices for and keeping minutes of the proceedings of the Coalition's committees; conducting all Coalition correspondence and carrying into effect all orders, votes and resolutions of the members and the Executive Board not otherwise committed to another officer; preparing, under the direction of the Executive Board and the Treasurer, annual budgets and annual reports of the transactions and condition (financial and otherwise) of the Coalition; and generally devoting his or her best efforts to forwarding and advancing the Coalition's interests. The Executive Director shall generally have complete supervision over the work, hiring and discharge and compensation of all Coalition employees.
SECTION 7: Term of Office. Each Executive Officer shall serve for a term of three (3) years and thereafter until his or her respective successor is elected and qualified. There shall be no limitation on the number of terms that any individual may serve as an Executive Officer; provided, however, that no individual may hold the same Executive Officer position for three (3) consecutive full three (3) year terms. Any Executive Officer or other officer may be removed by the members at any time, with or without cause and with or without notice or a hearing; provided that Executive Officers may be removed only by the vote of a majority of all of the members. In addition, any Executive Officer who misses three (3) consecutive meetings of the Executive Board without written excuse acceptable to the remainder of the Executive Board in its reasonable discretion shall be deemed to have resigned as an Executive Officer. The Executive Director and any non-Executive Officer may maybe removed by the Executive Board at any time, with or without cause and with or without notice or a hearing. Vacancies among Executive Officers and other officers arising for any reason shall be filled by the Executive Board, except as otherwise provided in Section 1 of Article III above.
SECTION 8: Committees. The Executive Board may form one or more committees, and may appoint two (2) or more duly authorized representatives of member or other persons to serve on these committees. Except as provided in Section 9 below with respect to the Nominating Committee, the President shall be an ex-officio member of all committees, shall be counted in determining whether a quorum of such committee exists and shall have the right to vote. The Executive Board shall define the powers to be held by each committee, and each committee may exercise those, and only those, powers. The President shall appoint a Committee Chair who shall keep minutes of the proceedings of each Committee and shall report them to the Executive Board.
SECTION 9: Nominating Committee. The President shall, at least sixty (60) days prior to each annual meeting of the members at which Executive Officers are to be elected, appoint a Nomination Committee of three (3) individuals, one of whom shall serve as chairman. One member of the Nominating Committee shall be an Executive Officer other than the President, one shall be a participant and one of the members who is not otherwise an officer of the Coalition, and one shall be the director holding office by reason of being the immediate past President of the Coalition, or if such individual is unable or unwilling to serve, another past President of the Coalition, or if no past President of the Coalition is available and willing to serve, then such individual as shall be selected by the President with the consultation of the remainder of the Executive Board. The President shall be a member ex-officio of the Nominating Committee and may participate in its meetings, but shall not be counted in determining a quorum of the Nominating Committee or have the right to vote. The sole power of the Nominating Committee is to determine if the nominated individuals are qualified to hold the respective office. The committee shall insure that the representative's Fund is in good standing by meeting the qualifications for membership and is current with Coalition Dues. The Committee will insure that the nominee meets the qualifications under Section 7. All nominations meeting the above qualifications shall present to the full membership for a vote.
ARTICLE V: DISTRIBUTION OF ASSETS
SECTION 1: Generally. None of the income or assets of the Coalition shall ever be distributed to its members, officers or directors. Except for the Executive Director, if any, none of the officers or directors shall be compensated for their services as officers and directors; provided that the Coalition may reimburse any of the officers and directors for reasonable and necessary expenses actually incurred by them in performance of their duties as officers and directors of the Coalition. The Executive Director's compensation shall be set by the Executive Board.
SECTION 2: Dissolution. If the Coalition is dissolved, any assets remaining after payment of all its liabilities and obligations shall be distributed to the members at the time of such dissolution. This distribution shall be according to a formula determined by the Executive Board and such distributions shall be in the amount or a percentage of the amount actually contributed by that member. In no instance shall an amount in excess of the amount actually contributed by a member be distributed to that member upon dissolution.
ARTICLE VI: AMENDMENTS AND MISCELLANEOUS
SECTION 1: By-Laws. These By-Laws may be amended at any time by the two-thirds (2/3) vote of the members present, as stated in Article II section 9. Each member and the Executive Board shall have the right to propose amendments to these By-Laws by filing a copy of the proposed amendment with the Secretary. Proposals for amendments shall be considered at meetings of the members properly called for that purpose. No change shall be made in these By-Laws which will affect the exempt status of the Coalition as a business league under Code Section 501 (c) (6) or the status of the Coalition as a charitable corporation under Chapter 180 of the Massachusetts General Laws.
SECTION 2: Record of Changes. Whenever a By-Law is amended or repealed or a new By-Law is adopted, that action and the date on which it was taken shall be noted on the original By-Laws in the appropriate place, or a new set of By-Laws shall be prepared incorporating those changes.
SECTION 3: Procedure for Meetings. The Executive Board shall determine the order of business for all annual meetings of the members and of the Executive Board. If any dispute shall arise with respect to the procedures for the operation of any meeting of the members, the Executive Board or any committee, then the procedures set forth in the most recent edition of Roberts Rules of Order at the time of such dispute shall govern.
SECTION 4: Inconsistencies with Articles of Organization. If any provisions of these By-Laws shall be found to be inconsistent with any provisions of the Coalition's Articles of Organization, as presently existing or as amended, the Articles of Organization shall be the controlling authority.
SECTION 5: Code References. Any reference in these By-Laws to the Code is to the Internal Revenue Code of 1986, as amended, and any successor provisions of like force and effect. Any reference in these By-Laws to a Section of the Code shall refer to that Section of the Code as it is written at the time of adoptions of these By-Laws and as it may be hereafter amended, and shall include any other provision of similar purpose which may then or later becomes applicable to the Coalition and all applicable regulations under the Code.
Certified by the Secretary of the Coalition as the By-Laws adopted by written Consent to Incorporators' Actions dated March 13, 2013.