Bylaws

BYLAWS OF THE
M. I. T. CLUB OF WASHINGTON

[Affiliated with the Alumni/ae Association of M.I.T. (AAMIT)]

ARTICLE I. NAME AND OFFICES

Sec. 1-1. The name of this Corporation is the Massachusetts Institute of Technology Club of Washington, DC, the short title of which is "The M.I.T. Club of Washington."

Sec.1-2. The principal office of the Corporation, or such other offices as the Corporation may require, shall be at such locations as are designated by the Board of Directors by resolution, from time to time.

ARTICLE II. PURPOSES

Sec. 2-1. The Corporation is organized for the purpose of engaging in educational and charitable activities for the benefit of, and in connection with, the Massachusetts Institute of Technology of Cambridge. Massachusetts (hereinafter "M. I. T.)", a not-for-profit educational institution qualified as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1954 and as a non-private foundation under Section 509(a)(1) of said Internal Revenue Code; and the Corporation shall be operated to perform the functions and carry out the purposes of M.I.T. This Corporation is to be a focus of all alumni activity in the area and to foster the interest of alumni in M.I.T. and in each other.

Sec. 2-2. No substantial part of the activities of the Corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of these Bylaws or Articles of Incorporation, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501(c)(3) and qualified under Section 509(a)(2) or Section 509(a)(3) of the Internal Revenue Code of 1954; or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954.

Sec. 2-3. In furtherance of the foregoing purposes, but subject always to the foregoing limitations, the Corporation may:

a. Inform alumni regarding M.I.T.'s changing academic program, residential environment, and extracurricular advantages

b. Offer stimulating educational activities and programs, directly or indirectly related to M.I.T., for alumni, their families and their friends, for parents of students, and for others.

c. Assist M.I.T. in its various fund raising activities.

d. Provide for cooperation among recognized alumni activities in the area, through their representation on the Board of directors.

e. Encourage alumni interested in professional competence, in public service, and in broader participation in alumni activities.

f. Provide a two-way communications link between alumni and M.I.T. for maximum flow of ideas, information, and services (including placement).

g. Assist M.I.T. in its various public relations programs, and help foster and promote a greater awareness and mutual understanding among M.I.T. and its alumni and friends in the Washington metropolitan area.

h. Provide alumni with such benefits as can be provided including the opportunity of doing something for the Institute.

Sec. 2-4. In furtherance of the foregoing purposes, and subject to the foregoing restrictions, the Corporation shall have the following powers (in addition to the General Powers granted to Nonprofit Corporations under the District of Columbia Nonprofit Corporation Act):

a. To purchase, take, receive, lease, take by gift, devise or bequest, or otherwise acquire, own, hold, use and otherwise deal in and with, personal property, or any interest therein.

b. To dispose of its property and assets.

c. To make contracts and incur liabilities.

d. To lend money for its corporate purposes, invest, and reinvest its funds.

e. To hire, as employees or independent contractors, such persons or entities as the Corporation (acting through its Board of Directors) deems appropriate to carry out its activities.

f. To have and exercise all powers necessary or convenient to effect any or all of the purposes for which the Corporation is organized.

ARTICLE III. MEMBERSHIP

Sec. 3-1. The qualifications for membership in this Corporation are (a) have a mailing address within the District of Columbia, or within any of the political subdivisions of Maryland or Virginia which are members of the Metropolitan Washington Council of Governments, or within such additional contiguous localities in Maryland or Virginia as the Board of Directors by resolution may from time to time determine, and (b) possess those qualifications established for membership in the Alumni/ae Association of M.I.T.

Sec. 3-2. Eligible persons may become members by making application and paying the established dues to the Treasurer, or person designated by the Treasurer, or person designated by the Board of Directors.

Sec. 3-3. Dues shall be established by the Board of Directors. The dues year shall begin on July 1 and end on June 30.

ARTICLE IV. BOARD OF DIRECTORS

Sec. 4-1. The control and management of the Corporation shall be vested in the Board of Directors, which shall have such powers as are provided by statute, the Articles of Incorporation, and the Bylaws of the Corporation.

Sec. 4-2. The Board of Directors shall consist of the Officers, the Immediate Past President, other elected Directors, and, subject to the condition established below, the local Chairman of the Educational Council, for a total of thirty Directors.

Sec. 4-3. The local Chairperson of the Educational Council is appointed by the Office of Educational Council of M.I.T. He/she shall serve as appointed Director during the term of his/her appointment to that office.

Sec. 4-4. The term of office for the Officers and the elected Directors is one year. Provided that, Officers and Directors may be re-elected to one or more successive terms.

Sec. 4-5. The Board of Directors shall have the power to fill vacancies occurring in the several offices of the Corporation, should these vacancies occur during the period between Annual Meetings of the Corporation. A vacancy in the office of President shall be filled by naming the First Vice President as President. Vacancies in other offices shall be filled by majority vote of a quorum of the Board of Directors at any meeting. A secret ballot for election shall be used only upon the request of no less than three members of the Board of Directors who are present at the meeting when the election is held. Any person designated to fill any vacancy shall hold office until the end of the original term and until such time as a successor is duly elected and installed.

Sec. 4-6. Meetings of the Board of Directors may be called by the President, by the Board of Directors in session, or by any eight members of the Board when not in session. There shall be a minimum of three meetings of the Board each year. A meeting of the Board of Directors may be held without notice immediately after the Annual Meeting of members.

Sec. 4-7. Notice requirements for meetings of the Board of Directors shall be furnished by the Secretary ten days prior to meeting.

Sec. 4-8. All meetings of the Board shall be open to any member who wishes to attend to observe, or to be heard at the discretion of the Board, except that portions of a meeting may be held in executive (private) session by a two-third vote of those present and voting.

Sec. 4-9. At any meetings of the Board of Directors, one-third of the membership of the Board shall constitute a quorum A majority vote of the Board of Directors called for by these Bylaws or the Articles of Incorporation shall mean a majority of those present after a quorum has been determined.

Sec. 4-10. Each person serving on the Board of directors of the Corporation shall, during the term of office, meet the qualifications for membership in this Corporation as set forth in Article III, plus paying the established annual dues.

ARTICLE V. OFFICERS

Sec. 5-1. The officers of the Corporation shall be a President, First Vice President, Second Vice President, Secretary, and Treasurer, and other officers and assistant officers (if any), as the Board of Directors may establish by resolution from time to time.

Sec. 5-2. The President shall have general supervision over the affairs of the Corporation and shall be the presiding officer of the Corporation. The President shall be, ex officio, a member of all committees except the Nominating Committee. The Board of Directors by resolution from time to time may confer like powers upon any other person or persons.

Sec. 5-3. Unless otherwise provided in the Bylaws or directed by the Board, the First Vice President shall be responsible for Program Development.

Sec. 5-4. Unless otherwise provided in the Bylaws or directed by the Board, the Second Vice President shall be responsible for Membership Development.

Sec. 5-5. The Secretary shall keep, or cause to be kept, minutes of all meetings of the Corporation and of the Board of Directors. The Secretary shall maintain, or cause to be maintained, a list of members for the purpose of determining the existence of a quorum at meetings of the membership and the qualifications of those present to vote.

Sec. 5-6. The Treasurer shall collect, receive, have charge of, and safely keep the money and all securities of the Corporation. To this end, the Treasurer shall open or maintain an account or accounts at such banks or financial institutions as the Board of Directors shall approve. The Treasurer shall maintain in electronic and/or paper format, a record of all monies received and disbursed for the Corporation.

Sec. 5-7. Funds shall be disbursed only as authorized by the Board of Directors in an annual or continuing budget, or by specific appropriation.

Sec. 5-8. The Treasurer shall prepare, or cause to be prepared, such financial records or reports as the Board of Directors, from time to time, may request. These Treasurer records and reports shall be available for inspection by any member in good standing of the Corporation, upon request.

Sec. 5-9. The Treasurer's reports may be referred by a Resolution of the Board of Directors to a Committee on Audit, which is designated by the Board of Directors. The Committee on Audit shall report its findings to the Board of Directors, and, if requested by the Board of Directors, report to the membership at the Annual Meeting of the Corporation, or as otherwise directed.

ARTICLE VI. MEETINGS

Sec. 6-1. The Annual Meeting of the Corporation shall be held within thirty days of May 15, to transact any appropriate business and to elect Officers and Directors for the following year. The Board of Directors, shall set or approve the date, time, and place of the Annual Meeting.

Sec. 6-2. Special meetings of the Corporation may be called by the President, by the Board of Directors, by petition to the Secretary signed by at least eight Directors or Officers, or by petition to the Secretary signed by at least fifteen members.

Sec. 6-3. The Corporation may hold business meetings of the members or meetings of the Board of Directors only in places that are open to all members.

Sec. 6-4. Twenty members or 10% of the members, whichever is less, shall constitute a quorum at any annual or special meeting of the membership.

ARTICLE VII. ELECTIONS

Sec. 7-1. There shall be a Nominating Committee consisting of the immediate past President, if available, plus four other available past Presidents of the Corporation and from two to four members, all of whom shall be elected by the Board of Directors. Consideration should be given to members who are, or have been, Directors of this Corporation, or who are National Officers or Committee Members of the Alumni Association, or members of Visiting Committees, the Development Committee, or the M.I.T. Corporation residing in the area of this Corporation. The immediate past President, if available, shall serve as Chairperson of the Nominating Committee.

Sec. 7-2. The Nominating Committee shall nominate a slate of at least one candidate for each elected position of Officers and Directors. The Nominating Committee shall furnish its report to the Secretary of the Corporation not less than four weeks prior to the Annual Meeting of the Corporation.

Sec. 7-3. The Secretary shall issue the call for the Annual Meeting, and shall include in the call the report of the Nominating Committee, along with any biographical material or statements pertaining to the candidates, as directed by the Nominating Committee, or the Board of Directors. The call shall be distributed to the membership by notice on the Corporation's website, and by a mailing to each member who is then in good standing, and has paid the Corporation's annual dues.

Sec. 7-4. The call shall advise the members that additional nominations may also be made from the floor at the time of the election. The Nominating Committee, the Secretary, and the Board of Directors shall ensure fair and equitable treatment of all candidates and their supporters.

Sec. 7-5. Elections shall take place at the Annual Meeting and shall be conducted by the Chairperson of the Nominating Committee, if available, otherwise by any member of the Nominating Committee. The Chairperson of the Nominating Committee (or his/her designee) may appoint tellers, otherwise the election results shall be counted and tallied by the Chairperson of the Nominating Committee.

Sec. 7-6. The Chairperson of the Nominating Committee shall read (or distribute) to the membership present the slate reported by the Nominating Committee. Members shall be advised that they are not restricted to voting for those whose names have been placed in nomination by the slate of the Nominating Committee. If there is only one candidate for each position, and there is unanimous consent to waiving the requirement for a formal ballot, such ballot need not be taken, and the candidates shall be declared elected by acclamation. Otherwise, the election shall be by open ballot, and a majority vote shall be required to elect each position. At the request of ten members present, a secret ballot shall be required. The report of the Chairperson of the Nominating Committee, or tellers, as applicable, shall be made immediately available. If there is unanimous consent, the report need not be read.

Sec. 7-7. After the elections are completed, the new Officers and Directors shall be deemed installed.

ARTICLE VIII. PARLIAMENTARY AUTHORITY

The parliamentary authority shall be Robert's Rules of Order. It shall govern in all cases applicable where not inconsistent with the District of Columbia Nonprofit Corporation Act, the Articles of Incorporation of the Corporation, these Bylaws, or with the Constitution or Bylaws of the Alumni Association of M.l.T.

ARTICLE IX. AMENDMENTS

Sec. 9-1. A proposed amendment to these Bylaws must first be submitted in writing to the Board of Directors. If it is approved by a majority of the Board of Directors, the Secretary shall furnish all members of the Corporation (that is, persons who meet the requirements of Article III and have paid current dues) with copies of the proposed amendment at the time when notice of the meeting of the Corporation is given. Notice may be given by any means determined by the Board of Directors to be reasonably likely to be received by the members, including posting on the Club's web site.

Sec. 9-2. At the first meeting of the Corporation after notice of the proposed amendment is given, the amendment will be adopted if it receives an affirmative vote by two-thirds of the members voting on the amendment at the meeting.

Sec. 9-3. If the proposed amendment receives a majority of the votes cast, but less than two-thirds, it shall be resubmitted to a vote at the following meeting of the Corporation. If it receives a majority vote at the second meeting, the amendment will be adopted.

Sec. 9-4. Any proposed amendment not approved by the Board of Directors, as described above, may be brought to a vote of the Corporation membership in the aforementioned manner, upon a petition signed by not less than twelve members of the Corporation, with notice to the members of the Corporate.

ARTICLE X. INDEMNIFICATION

Sec. 10-1. Except as otherwise provided in these Bylaws, all Directors and Officers, whether or not then in office, shall be indemnified by the Corporation against all costs and expenses reasonably incurred by or imposed upon them in connection with or arising out of any action, suit, or proceeding in which they may be involved by reason of their being or having been Directors or Officers of the Corporation, such expenses to include the cost of reasonable settlements (other than amounts paid to the Corporation itself) made with a view of curtailment of costs of litigation. Provided that, the Corporation shall be given an opportunity to participate in any settlement negotiations, with the right of approval of the settlement, as a condition of the obligation of indemnification under this Bylaw. If the Corporation does not approve of the settlement amount, the Corporation may honor its obligation under this Bylaw by paying such amount of the settlement as it deems appropriate. The foregoing right of indemnification shall not be exclusive of other rights to which any Director or Officer may be entitled as a matter of law. Consistent with the provisions of Section 29-301.113 of the D.C. Code, pertaining to immunity from civil liability for a volunteer of the Corporation, the Corporation shall have no obligation under this Bylaw of indemnification when the injury or damage was a result of:

(1) The willful misconduct of the Director or Officer; or

(2) A crime, unless the Director or Officer had reasonable cause to believe that the act was lawful; or

(3) A transaction that resulted in an improper personal benefit of money, property, or service to the Director or Officer; or

(4) An act or omission that is not in good faith, and is beyond the scope of authority of the Corporation, pursuant to the District of Columbia Nonprofit Corporation Act, or the Articles of Incorporation of the Corporation.

Sec. 10-2. In order that the Corporation shall have sufficient funds available to indemnify any Director or Officer pursuant to Section 10-1, the Corporation shall have authority to expend funds for the purchase of liability insurance in such amounts as the Board of Directors may from time to time determine.

END OF BYLAWS