BY-LAWS OF NEW ENGLAND RELOCATION ASSOCIATION, INCORPORATED
Adopted September 8, 2023
ARTICLE I - NAME
The Name of the organization shall be New England Relocation Association (hereinafter, “NERA” or the “Association”).
ARTICLE II - PURPOSE
The purposes for which this organization is formed are to educate, evaluate, and communicate information on practices and procedures in the relocation of employees who are transferred to different geographical locations so that the transfer may be accomplished with maximum efficiency and minimum disruption to the employee, family and employer, and generally to carry out activities in support of such purposes as are consistent with the public interest.
ARTICLE III - FINANCES
Section I - Fiscal Year: The fiscal year of the Association shall begin January 1 and end December 31st of the calendar year.
Section II – Dues and Sponsorships: Annual membership dues of the Association shall be payable to the Treasurer, in advance, for each future calendar year as of December 1. The Board of Directors shall determine dues. Members cannot attend meetings if they have not paid their dues. Only guests can pay for a meeting. Dues and sponsorships shall not be refundable in whole or in part.
Section III - Dissolution: Except as may be otherwise required by law, the Association may at any time authorize a petition for its dissolution to be filed with the Supreme Judicial Court of the Commonwealth of Massachusetts by the affirmative vote of a majority of the Directors then in office; provided, however, that in the event of any liquidation, dissolution, termination or winding up of the Association (whether voluntary, involuntary or by operation of the law), the property or assets of the Association remaining after providing for the payment of its debt and obligations shall be conveyed, transferred, distributed and set over outright to one or more institutions or organizations, created and organized for nonprofit purposes similar to those of the Association, which qualify as exempt from income tax under section 501(c)(6) of the Internal Revenue Code, as a majority of the Directors of the Association may by vote designate and in such proportions and in such manner as may be determined in such vote.
Section IV – Audit: Should the Board of Directors deem it necessary, by a majority vote of the Directors, an Audit Committee shall be formed to perform an audit of the Association's financial books. The committee shall consist of three members of the Association appointed by majority vote of the Directors, none of whom shall be current Directors.
Section V – Expenses: Any expenses in addition to the normally expected expenses (meeting costs, catering, speaker room/board, etc.) must be approved in advance by the board.
ARTICLE IV - MEMBERSHIP
Section I - Membership: The members of the Association shall be elected at the annual meeting of the Board of Directors. The Board of Directors may, by majority vote, elect from time to time additional members of the Association. Except as hereinafter provided, the members shall hold office until the next annual meeting of the Board of Directors and until their respective successors are elected and qualified.
Section II – Classes: There shall be three classes of membership: (a) Corporate; (b) Service Partner; and (c) Individual. It is the goal of NERA to maintain a corporate and service partner member ratio that encourages participation by all member classes. Membership ratios are established with the goal of having 40% of membership from the Corporate class and 60% from the Service Partner/Individual classes.(a) Corporate: There shall be a membership limit of six (6) Corporate members per company. All corporate members are free from paying membership dues. Any person actively involved for an employer in relocation, mobility, or immigration of its employees shall be eligible for Corporate membership. Corporate members shall be eligible to serve on the board, hold an officer position, and participate in the activities of the Association. Application for Corporate membership shall be submitted to the Membership Subcommittee for evaluation.
Section III - Resignation: Any member may resign at any time by giving written notice to the Membership Subcommittee. Any dues paid to a date beyond such resignation period will not be refundable.
Section IV – Removal: Members may be removed from membership at any time with or without cause by a majority vote of the Board of Directors.
Section V – Voting Rights: Members of the Association shall have no voting rights other than to elect the Board of Directors or as otherwise indicated herein. Any other action or vote required or permitted by law to be taken by members of the Association shall be taken by action or vote of the same percentage of the Board of Directors.
ARTICLE V – MEETINGS OF MEMBERS
Section I – Regular Meetings: Regular meetings of the Association shall be held two times annually. The meetings shall be called by the President. In the event a regular meeting is not called, a special meeting in lieu of the annual meeting may be held with all the force and effect of an annual meeting.
Section II – Special Meetings: Special meetings of the members may be called by the President or by any Director, and shall be called by the Secretary, or in the case of the death, absence, incapacity, or refusal of the Secretary, by any other officer, upon written application of any member or members entitled to vote thereat. In case none of the officers are able and willing to call a special meeting, the Supreme Judicial or Superior Court, upon application of said member or members entitled to vote thereat, shall have jurisdiction in equity to authorize one or more of such members to call a meeting by giving such notice as is required by law.
Section III – Notice: All meetings of the members shall be called by giving at least seven (7) days’ notice to each member stating the place, day and hour for the meetings and the purpose thereof. Notices shall be sent by electronic mail at the address of the members as they appear in the records of the Association. Whenever notice of a meeting is required to be given a member under applicable law, the articles of organization or these bylaws, a written waiver thereof, executed before or after the meeting by such member or his attorney thereunto authorized and filed with the records of the meeting, shall be deemed equivalent to such notice. Notwithstanding the foregoing, notice of any change of the date fixed in the bylaws for the annual meeting shall be given to all members at least twenty (20) days before the new date fixed for such meeting.
Section IV – Quorum: A majority of the members in person or by proxy shall constitute a quorum, but a smaller number may adjourn from time to time without further notice until a quorum is present.
Section V – Voting: At all meetings of the members every member shall be entitled to one vote. When a quorum is present at any meeting, the vote of a majority of the members represented thereat shall, except where a larger vote may be required by law, the articles of organization or these bylaws, decide any question brought before the meeting. Members may vote by written proxy dated not more than six months before the meeting named therein, which shall be filed with the clerk of the meeting, or any adjournment thereof, before being voted.
Section VI – Action by Consent: Any action required or permitted to be taken at any meeting of the members may be taken without a meeting if all the members consent to the action in writing and the written consents are filed with the records of the meetings of the members. Such consents shall be treated for all purposes as a vote at a meeting.
Section VII - Guests: Non-members may attend meetings as guests. The Association may assess a fee upon a guest to attend a meeting. Guests shall have no voting rights.
ARTICLE VI – OFFICERS AND DIRECTORS
Section I – Enumeration: The governing body of the Association shall be known as the Board of Directors, authorized to handle all policy matters of the Association, and who shall have the powers and duties of a board of directors under Massachusetts law. The Board of Directors shall consist of a maximum of thirteen Directors. The officers of the Association shall be a President, Vice President, Treasurer, and Secretary.
Section II – Qualifications: The Board of Directors shall consist of a minimum of four Corporate members as Directors. Only members in good standing may serve as Directors. An officer must be a Director and must have already served as a Director for at least one year.
Section III – Directors: The Directors shall be elected at the annual meeting of the members. The members may, by vote of a majority of the membership, elect from time to time additional Directors of the Association. Except as hereinafter provided, the Directors shall hold office until the third annual meeting of the members after their election, and until their respective successors are elected and qualified. Such terms will be staggered so that the terms of four (4) Directors shall expire each year, except that the terms of five (5) Directors shall expire every third year.
In order to establish and maintain the staggering of terms, eight (8) of the Directors serving as of the date of adoption of these By-Laws shall remain in office (the “Remaining Directors"). Four (4) of the Remaining Directors shall hold office until the 2024 annual meeting, and four (4) of the Remaining Directors shall hold office until the 2025 annual meeting. Prior to the 2023 annual meeting, the Directors shall adopt a resolution identifying the Remaining Directors and the expiration of their respective term.
Section IV – Officers: The Directors at their annual meeting shall elect a President, Vice President, Treasurer, and Secretary, who shall hold office until the date fixed by these bylaws for the next annual meeting of the Directors and until their respective successors are elected and qualified. Officers may be removed from their respective offices with or without cause by vote of a majority of the Directors then in office.
Section V – Resignation: Directors or officers may resign at any time by giving at least 60 days written notice to any officer or director of the Association.
Section VI – Removal of Directors: Directors may be removed from office at any time with or without cause by a majority vote of the Directors then in office or by a majority vote of the Members.
Section VII – No Right to Compensation: No Director or officer shall have any right to any compensation as such Director or officer.
Section VIII – Vacancies: Continuing Directors may act despite a vacancy or vacancies in the board and shall for this purpose be deemed to constitute the full board. Any vacancy in the Board of Directors, however occurring, including a vacancy resulting from the enlargement of the board, shall be filled via a special election that will take place at the next meeting of members following the vacancy. Within 14 days following the vacancy, an announcement to all members shall be sent via e-mail by the President advising of the vacancy. This announcement will include a request for candidates of that position to submit letters of intent. Interested candidates can submit a letter of intent at any time prior to the election. Once a letter is submitted, it will be distributed to the members of the Association.
Vacancies in any office shall be filled by majority vote of the Directors at the next meeting of the Directors following the vacancy.
ARTICLE VII - MEETINGS OF THE BOARD OF DIRECTORS
Section I – Place: Meetings of the Board of Directors shall be held at such place within or without Massachusetts as may be named in the notice of such meeting.
Section II – Annual and Regular Meetings: The annual meeting of the Board of Directors shall be held each year immediately after and at the place of the annual meeting of the members at which the Directors are elected. In the event the annual meeting is not held on such date, a special meeting in lieu of the annual meeting may be held with all the force and effect of an annual meeting. There shall be at least six regular meetings, two in person and four virtual, of the Board of Directors as follows:
The 2nd Friday of January - Virtual
The 2nd Friday of March - Virtual
April – In person meeting prior to NERA meeting (date is flexible)
The 2nd Friday of June - Virtual
The 2nd Friday of August - Virtual
December – In person meeting prior to NERA meeting (date is flexible)
Additional meetings of the Board of Directors may be deemed necessary and can be held at the request of the President.
Section III – Special Meetings: Special meetings of the Board of Directors may be called by the president or any other officer or director at other times throughout the year.
Section IV – Notice: Forty-eight hours’ notice shall be given for an annual or special meeting unless shorter notice is adequate under the circumstances. No notice need be given for a regular meeting. Notice of a meeting need not be given to any Director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her. Neither such notice nor waiver of notice need specify the purposes of the meeting, unless otherwise required by law, the articles of organization or the bylaws.
Section V – Quorum: A majority of the Directors then in office shall constitute a quorum, but a smaller number may adjourn finally or from time to time without further notice until a quorum is present. If a quorum is present, a majority of the Directors present may take any action on behalf of the board except to the extent that a larger number is required by law, the articles or organization or these bylaws.
Section VI – Voting: At all meetings of the Board of Directors, every Director shall be entitled to one vote. When a quorum is present at any meeting, the vote of a majority of the Directors represented thereat shall, except where a larger vote may be required by law, the articles of organization or these bylaws, decide any question brought before the meeting. Directors may vote by written proxy dated not more than six months before the meeting named therein, which shall be filed with the clerk of the meeting, or any adjournment thereof, before being voted.
ARTICLE VIII – POWERS AND DUTIES OF DIRECTORS AND OFFICERS
Section I – Directors: The Directors shall be responsible for the general management and supervision of the business and affairs of the Association except with respect to those powers reserved to the members by law, the articles of organization or these bylaws. The Board of Directors may from time to time, to the extent permitted by law, delegate any of its powers to committees, subject to such limitations as the board of directors may impose.
Section II – President: The President shall have charge of the affairs of the Association subject to the supervision of the Board of Directors and shall preside at all meetings at which he or she is present. The President shall refrain from voting except (i) when the vote is by ballot, or (ii) whenever his or her vote will affect the result. The President shall also have such other powers and duties as customarily belong to the office of President or as may be designated from time to time by the Board of Directors.
Section III – Vice President: The Vice President shall assist the President in carrying out his or her duties as the President sees fit.
Section IV – Treasurer: The Treasurer shall have such powers and duties as customarily belong to the office of Treasurer or as may be designated from time to time by the President or the Board of Directors.
Section V – Secretary: The Secretary shall record all proceedings of the members and Directors in a book or books to be kept therefor. If the Secretary is absent from any meeting of the Directors, a temporary secretary chosen at the meeting shall exercise the duties of the Secretary at the meeting. The Secretary shall be a resident of Massachusetts unless the Association has a resident agent duly appointed for the purpose of service of process.
ARTICLE IX – INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Association shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as a director or officer of the Association or of any of its subsidiaries, or who at the request of the Association may serve or at any time has served as a director, officer or director of, or in a similar capacity with, another organization, against all expenses and liabilities (including counsel fees, judgments, fines, excise taxes, penalties and amounts payable in settlements) reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or other proceeding, whether civil, criminal, administrative or investigative, in which he or she may become involved by reason of his or her serving or having served in such capacity (other than a proceeding voluntarily initiated by such person unless he or she is successful on the merits, the proceeding was authorized by the corporation or the proceeding seeks a declaratory judgment regarding his or her own conduct); provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Association; and provided, further, that as to any matter disposed of by a compromise payment by such person, pursuant to a consent decree or otherwise, the payment and indemnification thereof have been approved by the Association, which approval shall not unreasonably be withheld, or by a court of competent jurisdiction. Such indemnification shall include payment by the Association of expenses incurred 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 person indemnified to repay such payment if he or she shall be adjudicated to be not entitled to indemnification under this article, which undertaking may be accepted without regard to the financial ability of such person to make repayment.
A person entitled to indemnification hereunder whose duties include service or responsibilities as a fiduciary with respect to a subsidiary or other organization shall be deemed to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Association if he or she acted in good faith in the reasonable belief that his or her action was in the best interests of such subsidiary or organization or of the participants or beneficiaries of, or other persons with interests in, such subsidiary or organization to whom he or she had a fiduciary duty.
Where indemnification hereunder requires authorization or approval by the Association, such authorization or approval shall be conclusively deemed to have been obtained, and in any case where a director of the Association approves the payment of indemnification, such director shall be wholly protected, if:
(i) the payment has been approved or ratified (1) by a majority vote of a quorum of the Directors consisting of persons who are not at that time parties to the proceeding, (2) by a majority vote of a committee of two or more Directors who are not at that time parties to the proceedings and are selected for this purpose by the full board (in which selection, Directors who are parties may participate), or (3) by the members of the Association if disinterested; or
(ii) the action is taken in reliance upon the opinion of independent legal counsel (who may be counsel to the Association) appointed for the purpose by vote of the Directors or in the manner specified in clauses (1), (2) or (3) of subparagraph (i); or
(iii) the payment is approved by a court of competent jurisdiction; or
(iv) the Directors may have otherwise acted in accordance with the standard of conduct set forth in Chapter 180 of the Massachusetts General Laws.
Any indemnification or advance of expenses under this article shall be paid promptly, and in any event within 30 days, after the receipt by the Association of a written request therefor from the person to be indemnified, unless with respect to a claim for indemnification the Association shall have determined that the person is not entitled to indemnification. If the Association denies the request or if payment is not made within such 30-day period, the person seeking to be indemnified may at any time thereafter seek to enforce his or her rights hereunder in a court of competent jurisdiction and, if successful in whole or in part, he or she shall be entitled also to indemnification for the expenses of prosecuting such action. Unless otherwise provided by law, the burden of proving that the person is not entitled to indemnification shall be on the Association.
The right of indemnification under this article shall be a contract right inuring to the benefit of the Directors, officers and other persons entitled to be indemnified hereunder and no amendment or repeal of this article shall adversely affect any right of such director, officer or other person existing at the time of such amendment or repeal.
The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of a director, officer or other person entitled to indemnification hereunder. The indemnification provided hereunder may, to the extent authorized by the Association, apply to the directors, officers and other persons associated with constituent corporations that have been merged into or consolidated with the Association who would have been entitled to indemnification hereunder had they served in such capacity with or at the request of the Association.
The right of indemnification under this article shall be in addition to and not exclusive of all other rights to which such director or officer or other persons may be entitled. Nothing contained in this article shall affect any rights to indemnification to which the Association employees or agents other than directors and officers and other persons entitled to indemnification hereunder may be entitled by contract or otherwise under law.
ARTICLE XII – AMENDMENT
These bylaws may be altered, amended or repealed, in whole or in part, by the affirmative vote of a majority of the Directors and the Directors shall give written notice of such action to the membership before the next meeting of members.