BY-LAWS
PARTNERSHIP FOR A HEALTHY MILTON, INC.
Amended May 4, 2022
Preamble
The following By-laws shall be subject to, and governed by, the Massachusetts General Laws governing non-profit corporations (MGL c. 180 et seq; c. 156D et seq.) and the Articles of Incorporation of The Milton Partnership for a Healthy Community, Inc. In the event of a direct conflict between the herein contained provisions of these By-laws and the mandatory provisions of the Massachusetts General Laws, the Massachusetts General Laws shall prevail. In the event of a direct conflict between these By-laws and the Articles of Incorporation of the Milton Partnership for a Healthy Community, Inc., it shall then be these Bylaws which shall be controlling.
Article I
Name
The name of this organization shall be THE PARTNERSHIP FOR A HEALTHY MILTON ("the organization" or "PHM").
Article II
Purpose of Organization
The purpose of THE PARTNERSHIP FOR A HEALTHY MILTON, INC. is to establish a non-profit organization which promotes and protects the health and wellbeing of Milton residents and the Town of Milton workforce. Through collaborations with community leaders, residents and partnering organizations, PHM will support a variety of public health and behavioral health programming and activities in the town of Milton, Massachusetts. These initiatives will work to promote healthy people in a healthy community environment, including the social determinants of health and health equity. PHM will emphasize the prevention of illness and disability.
PARTNERSHIP FOR A HEALTHY MILTON, INC., Inc. is created with the intent of qualifying as a non-profit organization which is entitled to receive charitable gifts, donations, grants and property from all sources, and to fundraise for programs and practices that endeavor to support a healthier Milton population.
Further, the purpose of PARTNERSHIP FOR A HEALTHY MILTON, INC., Inc. is to carry on any other business or other activity which serves the mission of this organization as described herein, and which may be lawfully carried out by a charitable corporate organization under the business corporation law of the Commonwealth of Massachusetts whether or not related to those activities referred to in the preceding paragraph(s).
Article III
Membership
Classes of Membership: The organization shall have one class of members, the Board of Directors.
Member of the Board of Directors. Members of the PARTNERSHIP FOR A HEALTHY MILTON, INC. Board of Directors shall govern the organization. The PHM Board shall consist of five to nine members, duly elected to the Board for a two year term, the majority of whom live or work in Milton, Massachusetts (MA). One of those members will be the Director of the Milton Health Department, who will serve in an ex-officio, non-voting capacity.
The members shall attend the regularly scheduled meetings of the organization and populate the organization's Committees. Board members shall participate in the election of officers, the selection of Board members, and the determination of organizational policies. Board members shall have the right to notice of, to attend, and to speak at all meetings of the organization, and shall otherwise actively participate in the usual business of the organization. Anyone wishing to become a member of the Board of Directors should notify the Secretary of the organization who will present the name of the person at the next regular meeting. A person elected by two-thirds vote of the current Board members present at such meeting shall become a member of the Board of Directors. A board member will not serve more than four consecutive terms, for a total of eight years, excepting the Director of the Milton Health Department. They must then wait for a period of one year before being nominated again to the Board. During that year, they may participate as a non-voting member.
Removal of members. A Member of the Board of Directors may be removed or suspended from the organization, for cause, including, but not limited to, repeated failure to attend Board meetings, failure to support the organization's activities, not operating in accordance with the organization's conflict of interest policies, or any breach of the member's fiduciary duty to the organization. After such Board member has been given reasonable notice and opportunity to be heard, removal may occur at any regularly scheduled Board meeting, or at a special meeting called for that purpose, by an affirmative vote of two-thirds of the membership of the then current Board of Members.
Article IV
GOVERNING BOARD Officers and Duties of Officers
Officers. Officers of this organization shall consist of a President, a Recording Secretary and a Treasurer. Any of these officer positions can be shared with one other board member, should they be elected to do so by a majority of board members when a quorum is present. Officers shall be elected at the Annual Board Meeting to be held in May preceding the beginning of the next fiscal year, which concludes on June 30. All current members shall be entitled to vote for officers of the organization; officers shall be elected if they receive a simple majority of votes by members present at the meeting where such vote takes place. Such meetings shall consist of a quorum as defined in Article V below. All officers shall serve for two years commencing with their election at the Annual Meeting. All officers shall be entitled to be re-elected, but shall not serve more than three consecutive terms.
Duties of Officers:
The President(s) shall preside over all meetings of the organization. In the event of the absence of the President(s), the Recording Secretary shall preside at the meeting. The President(s) shall appoint individuals from the membership of the organization to any committee established by the organization.
The Recording Secretary shall ensure that records are maintained of all meetings, administer all correspondence, and send all notices of the regular and annual meetings to the Board Members. The Recording Secretary shall prepare an annual report for presentation to the PHM Board membership at the annual meeting each year. The Recording Secretary shall maintain a corporation notebook which contains all important organization documents, including, but not limited to a copy of: (1) these By-laws and any Amendments thereto; (2) the Articles of Organization for The PARTNERSHIP FOR A HEALTHY MILTON, INC. as filed with the Massachusetts Secretary of State's Office; (3) the Internal Revenue Service determination letter conferring non-profit status under IRC $501(c)(3) on this organization; (4) the Annual Report(s). All other records shall be kept available in the ordinary course of business by the Recording Secretary, and shall include copies of all yearly reports required hereunder or required by any federal, state or municipal agency.
The Treasurer shall monitor all monies of the organization. The Treasurer or his/her designee as voted by a majority of the board shall keep a record of the type used in the usual course of business, accounting for all receipts and expenditures, and shall pay out monies as authorized by the membership. No monies shall be held by the Treasurer or the organization except the organization's revenues from its activities or events, and those monies specifically intended as gifts, donations and contributions to the organization for the purposes of the organization and which monies, unless given for a specific purpose by the donor, are subject to the discretionary distribution of the organization. The Treasurer shall present a statement of account(s) twice per annum and make a full financial report at the annual meeting. The Treasurer also shall be responsible for ensuring that all required annual state and federal reports are filed including but not limited to any IRS 990 return, the Massachusetts Attorney General's Form PC (Public Charity), and the Annual Report required by the MA Secretary of State's Office.
Vacancy in an officer's position. If at any time prior to the Annual Meeting, a vacancy occurs in an officer's position, the vacancy will be filled from the Board membership at the next available meeting of the Board of Directors by election of the members present, provided the names of the nominees have been submitted at the previous meeting and that notice of the special election has been contained in the notice of the meeting at which the vote is to be taken.
Resignation of member. Each Board member shall have the right to resign at any time upon written notice thereof to the Chair of the Board, Secretary of the Board, or the Executive Director. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof, and the acceptance of such resignation shall take effect upon receipt thereof, and the acceptance of such resignation shall not be necessary to make it effective.
Voting. Each Board member shall only have one vote. Voting shall only occur if there is a quorum present. A quorum shall be defined as the number representing a majority (over one-half) of the current membership of the Board. The vote of a majority of the members of the Board then present at the meeting shall be the action of the organization, including any votes for the election of officers; however, in matters relating to the purchase, sale, mortgage, lease or transfer of real property, a two-thirds vote of the members present at the meeting shall be required. A two-thirds majority vote shall also be required in any other instance as specifically dictated by these By-laws. Board members shall not be allowed to vote by written proxy.
Article V
Meetings
An Annual Meeting of the Board of Directors and its officers shall be held in May, prior to the close of the fiscal year. Election of officers and the presentation of the Annual Reports by the Recording Secretary and the Treasurer shall take place at the Annual Meeting.
No meetings shall be conducted unless a quorum of the membership is present.
The officers and all members of the organization shall hold at least two regularly scheduled meetings per year, plus the Annual Meeting. Following discussion, the members shall establish the day and time for these meetings.
Special meetings as necessary may be called by the President, or upon the written request of one-third of the membership of the Board. The notice shall be served upon each Board member via hand delivery, regular mail, email, or fax. The person(s) authorized to call such special meetings of the Board may also establish the place the meeting is to be conducted, so long as it is a reasonable place to hold any special meeting of the Board. Meetings and voting may be held by telephone or other media, as determined by the President and Secretary, provided a quorum is present and minutes maintained.
The rules contained in Roberts' Rules of Order Revised shall govern this organization where they are applicable and where they are not inconsistent with the by-laws of this organization.
Article VI
Committees
The Board of Directors may establish, or dissolve, any committee necessary to properly conduct the business of the organization.
Article VII
Acceptance of Gifts and Donations
All gifts accepted by the organization shall be made and accepted for the purposes of this organization and be subject to administration pursuant to the Articles of Organization of PARTNERSHIP FOR A HEALTHY MILTON, INC., and these By-laws as from time to time may be lawfully amended. The organization may decline to accept any particular gift that its governing board deems inadvisable.
Gifts may be accepted on terms and conditions dictated by the donor, limiting the use to a specific objective or objectives within the general purposes of this organization, or limiting the use of the income or the principal of the gift, and all such gifts being so made shall be referred to as "designated gifts". The organization shall undertake to use and administer any "designated gifts" according to the specific terms and conditions of the donor, but subject to these By-laws.
All gifts accepted without any such special limitations shall be referred to as "undesignated gifts" and shall be utilized by the organization in accordance with these By-laws and the Mission of this organization.
Article VIII
Execution of Corporate Instruments
The Board of Directors may, at its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute any corporate instrument or document, or to sign the corporate name without limitation, except when otherwise provided by law, and such execution or signature shall be binding upon the Corporation/Organization.
Unless otherwise specifically determined by the Board of Directors or otherwise required by law, formal contracts of the Corporation/Organization, promissory notes, deeds of trust, mortgages, other evidences of indebtedness of the Corporation/Organization, other corporate/organization instruments or documents, memberships in other corporations/organizations, and certificates of shares of stock owned by the Corporation/Organization shall be executed, signed, and/or endorsed by the President, Secretary, and Treasurer.
All checks and drafts drawn on banks or other depositories on funds to the credit of the Corporation/Organization, or in special accounts of the Organization, shall be signed by the President and/or such person or persons as the Board of Directors shall authorize to do so.
Loans and Contracts
No loans or advances shall be contracted on behalf of the Corporation/Organization and no note or other evidence of indebtedness shall be issued in its name unless and except as the specific transaction is authorized by vote of the Board of Directors. Without the express and specific authorization of the Board, no officer or other agent of the Corporation/Organization may enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation/Organization.
Article IX
Personal Liability
The Board members and officers of the organization are not deemed personally liable for any debt, liability or obligation of this organization. All persons, corporations or other entities contracting with, or having any claim against this organization, may look only to the funds and property of the organization for the payment of any such contract or claim, and for the payment of any debts, damages, liabilities, or of any money that may otherwise become due or payable from the organization.
Only after discussion and vote of the Board of Directors, the organization may-obtain each year a professional liability ("errors and omissions") insurance policy which shall provide liability coverage to the officers and members of the organization.
Article X
Compensation
The officers and members of this organization shall serve without compensation.
In the event the organization shall hire an employee for the purpose of serving the needs of the organization, the officers shall determine reasonable compensation based upon the experience, education, duties and responsibilities of the employee. The Conflict of Interest policy (Article XI) will be adhered to.
Article XI
Conflict of Interest Policy
THE PARTNERSHIP FOR A HEALTHY MILTON, INC. Inc. shall develop, implement and maintain a "conflict of interest" policy which is consistent with the Massachusetts General Laws, which establishes procedures for identifying potential conflicts of interest, and which determines whether a particular transaction which could involve a conflict is in the organization's best interest. Said "conflict of interest" policy shall also include guidelines which (1) govern the eligibility of Board members (current and former) or their family members for employment within the organization; (2) regulate when former employees may serve as members of the governing Board; (3) prohibit any transaction from which a member of the governing Board may derive an improper personal benefit.
Article XII
Amendments
These By-laws may be amended at any meeting of the membership by a two-thirds vote of the Board membership present, provided the proposed amendment has been submitted at the previous meeting or by electronic mail three weeks in advance of the vote, and that the substance of the amendment has been contained in the notice of the meeting at which the vote is to be taken.
Article XIII
Dissolution
In the event of dissolution of the organization, the organization's financial assets will be transferred to a group or groups whose purpose and mission is similar to this organization's purpose and mission. The officers, with advice and counsel from the membership, shall make the final decision concerning the disbursement of funds.
WHEREFORE, THESE BY-LAWS OF THE PARTNERSHIP FOR A HEALTHY MILTON, INC., INCORPORATED are hereby adopted on this Fourth day of May, 2022.