HARVARD HUMANIST ALUMNI
ARTICLE I - NAME
The name of the organization shall be Harvard Humanist Alumni (hereinafter “HHA").
ARTICLE II - PURPOSE
HHA is organized exclusively for charitable, educational, social, and cultural purposes, including creating a community among secular humanist, agnostic, atheist, non-theist, skeptic, and non-religious alumni, students, former students, employees, and faculty of Harvard University; engaging and supporting the Harvard Secular Society, the various secular humanist graduate student groups under the umbrella organization Humanist Graduate Community at Harvard, the Humanist Chaplaincy at Harvard as well as any other secular humanist student, faculty, or staff groups formed at Harvard in the future; and working with the Harvard Alumni Association (“HAA”), the Harvard Clubs, the HAA Shared Interest Groups, and others on areas of common interest. HHA is an independent organization that does not represent the President and Fellows of Harvard College (Harvard University) or the HAA.
ARTICLE III - MEMBERSHIP
3.1 Eligibility and Dues
Alumni of Harvard University (including Harvard College, Radcliffe College, and all Harvard graduate and professional schools), as defined by HAA, present or past staff and present or past faculty of Harvard University, spouses/partners of alumni, parents/children/siblings of alumni, fellows, as well as current or former Harvard University students in degree programs, shall be eligible for membership in HHA. Each member shall maintain a current “Preferred Email” address in HHA’s records; a person otherwise eligible for HHA membership shall not be considered a member of HHA at any time when there is no “Preferred Email” address in HHA’s records, or when the “Preferred Email” address in HHA’s records is not current. The board shall have the power to require that payment of annual dues shall be a prerequisite to membership, and if so the board shall have the power to specify that particular categories of members shall pay different amounts of dues or shall be exempt from payment of dues.
3.2 Voting by Members
In elections for the directors as described in Section 4.1, and in all other matters as otherwise designated by the directors, each member shall have one vote. A majority of the votes properly cast by members shall decide any question, unless otherwise provided by law, the Articles of Organization, or these By-Laws. For the purposes of this section 3.2, a vote shall be properly cast if it is delivered by email, at a web site specified by the directors, or through any other electronic or other means as determined appropriate by the directors, in the manner, and by such date, as shall be determined from time to time by the directors. A quorum of members shall not be required to have voted to permit a decision by members. The board of directors shall determine what resolutions shall be placed on the ballot, except that the board of directors shall place on the ballot any resolution which is requested in writing by at least twenty-five (25) members.
A member may have membership revoked with or without cause by a majority vote of the directors, or by a vote of a majority of the members voting on the question.
ARTICLE IV - BOARD OF DIRECTORS
4.1 Number, Qualification, Nomination and Election
There shall be five (5) directors, provided that the number of directors may be changed by the board of directors at any meeting called for that purpose.
All directors shall be members of HHA and alumni of Harvard University (as defined by the HAA).
4.1.3 Initial Board
The initial directors were self-appointed, and will serve until the First Elected Board (as defined below) takes office.
The board of directors shall designate a Nominating Committee, prior to each election to the board, composed of four (4) members, two (2) of whom shall be members of the board and two (2) of whom shall be members of HHA who are not members of the board. The Nominating Committee shall submit to the board a proposed slate of eligible nominees, which shall (if possible) include two (2) more nominees than the number of members of the board to be elected. Upon approval by the board, the nominees proposed by the Nominating Committee shall be deemed nominated.
Any qualified member of HHA may be nominated for election to the board of directors by a petition signed by at least twenty (20) members of HHA (whether or not the members signing the petition are themselves qualified to serve on the board of directors), submitted to the board on or before the last date for submission of nominations, which date shall be set by the board of directors. All members of HHA shall be informed of this right by email at least fourteen (14) days before the last date for submission of nominations.
4.1.5 First Elected Board
An election for members of the board of directors shall be held on or before April 20, 2012, and those elected shall take office on a date to be specified by the board of directors, not later than May 24, 2012 (the “First Elected Board”). A bare majority of the First Elected Board, if there is an odd number of directors, or one-half the board, if there is an even number of directors, shall be elected for a two-year term, and the other members of the First Elected Board shall be elected for a one-year term.
4.1.6 Subsequent Elected Boards
After the First Elected Board, elections shall be held on or before April 20 of each year, with those elected to take office on a date to be specified by the board of directors, not later than May 24 of that year. Each election shall be for members of the board whose term is expiring in that year and for any other vacant positions. After the First Elected Board, members will normally be elected to two-year terms, except that the board of directors may specify that one or more positions will be for one-year terms if necessary to ensure that approximately half of the board members will have terms expiring in the following year.
4.1.7 Election Procedure
Each member of HHA shall be entitled to a single vote in any election for members of the board of directors, whether or not the member is eligible to serve on the board of directors. Elections may be held (1) at a meeting of the members called for that purpose by the board of directors, or (2) by electronic means, pursuant to an invitation sent by email or equivalent electronic means to the Home Address of each member as appearing in the records of the HHA, allowing at least fourteen (14) days after the date of the invitation for each member to record the member’s vote.
Whenever an election includes both one-year and two-year terms the nominees receiving the most votes shall be elected for two-year terms and those receiving the next most votes shall be elected for one-year terms. In the event of a tie vote the board of directors will throw lots to determine which nominee is elected, or which nominee is elected to a two-year term and which to a one-year term.
4.2 Term of Office
Each director shall hold office until his or her successor takes office, or until he or she sooner dies, resigns, is removed, or becomes disqualified.
The affairs of HHA shall be managed by the directors, who shall have, and may exercise, all the powers of the corporation, except those powers reserved to the members by law, the Articles of Incorporation, or these By-Laws.
A director may be removed from office (a) with or without cause by the vote of a majority of the members voting on the question, or (b) with cause by the vote of two-thirds of the directors then in office. A director may be removed with cause by the directors only after reasonable notice and opportunity to be heard before the directors.
A director may resign by delivering his or her written resignation to a meeting of the members or directors, or by written notice to all directors. Such resignation shall be effective upon receipt, unless specified to be effective at some other time, and acceptance thereof shall not be necessary to make it effective unless it so states.
Any vacancy in the board of directors may be filled by majority vote of the directors for the remainder of the term which has become vacant, or as provided in section 4.1. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number.
4.7 Regular Board Meetings
The directors shall meet as necessary, at any time and at any place in Boston, Massachusetts, or Cambridge, Massachusetts, or by conference call or equivalent electronic means, when called by any director.
4.8 Notice of Board Meetings
4.8.1. All Meetings. Reasonable notice of the time and place of each meeting of the directors shall be given to each director. Such notice may, but is not required, to specify the purposes of the meeting, unless otherwise required by law, the Articles of Incorporation, or these By-Laws.
4.8.2. Reasonable Notice. Except as otherwise expressly provided by law, the Articles of Incorporation, or these By-Laws, it shall be reasonable notice to a director to send notice by mail at least five (5) days before the meeting addressed to him or her at his or her usual or last known business or residence address or to give notice to him or her in person, by telephone, by email or any other electronic communications, or by fax at least seventy-two (72) hours before the meeting.
4.8.3. Waiver of Notice. Whenever notice of a meeting is required, such notice need not be given to any director if a written waiver of notice, executed by him or her (or his or her attorney thereunto duly authorized) 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. A waiver of notice need not specify the purposes of the meeting unless such purposes were required to be specified in the notice of such meeting.
At any meeting of the directors a majority of the directors then in office shall constitute a quorum. Any meeting may be adjourned by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.
When a quorum is present at any meeting, a majority of the directors present and voting shall decide any question, including the election of officers, unless otherwise provided by law, the Articles of Incorporation, or these By-Laws.
4.11 Action by Consent
Any action required or permitted to be taken at any meeting of the directors may be taken without a meeting if all of the directors consent to the action in writing. Such consents shall be treated for all purposes as a vote at a meeting.
4.12 Presence through Communications Equipment
Unless otherwise provided by law or the Articles of Incorporation, directors may participate in a meeting of such board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting. A director wishing to participate in a meeting through communications equipment shall so request at least forty-eight (48) hours before the meeting, unless the meeting is held by conference call or equivalent electronic means.
Directors shall be entitled to receive reimbursement for such reasonable expenses incurred in connection with performance of their duties, if any, as the directors may determine. Directors shall not be entitled to receive compensation for serving as directors, but directors shall not be precluded from serving the corporation in any other capacity and receiving reasonable compensation for any such services, except that such service and compensation shall first be disclosed to the directors at a meeting of the board of directors prior to the performance of the compensable service.
4.14 Ex-Officio Members
The directors may designate certain members of the HHA as ex-officio members of the board of directors. Such persons shall receive notice of board meetings, but otherwise serve in an honorary capacity on the board and shall have no right to vote at any meeting of the directors, shall not be considered for purposes of establishing a quorum at such meeting, and shall have no rights or responsibilities by virtue of such designation.
ARTICLE V - OFFICERS
The directors will determine the officer positions of HHA and the duties of those positions. The officers will be elected by the board of directors. These officers shall be HHA members but need not be members of the board of directors. The officers shall serve terms of one year but may be removed, with or without cause, by vote of the directors at any meeting. As the board determines, one person may hold more than one office at the same time.
Vacancies occurring in the officer positions shall be filled for the remainder of their respective terms by the board of directors at any meeting.
ARTICLE VI - EVENTS
Any director or member of HHA may organize events or programming, with the prior approval of the board of directors.
ARTICLE VII – MEETINGS OF MEMBERS
Meetings of the members of HHA may be held as determined by the board of directors. One of the directors shall give notice of meetings by email, postal mail, or some other electronic communication to all members of HHA at least fourteen (14) days in advance of the meeting. There shall be no requirement for an Annual Meeting of the members of HHA.
ARTICLE VIII - SPECIAL COMMITTEES
The board may from time to time designate Special Committees for specific purposes such as membership, fundraising, programming, recent graduates, overseas graduates, and so forth. These Special Committees shall act in an advisory capacity to the board, and/or can carry out special tasks designated by the board.
ARTICLE IX – HARVARD ALUMNI ASSOCIATION
The HHA shall cooperate with committees of the Harvard Alumni Association in carrying out the purposes of the latter association. The HHA agrees to adhere to the policies of the HAA as stated in the HAA SIG Policy and Trademark Policy.
ARTICLE X - FUNDS OF HHA
No substantial part of the activities of the HHA shall consist in carrying on propaganda, or otherwise attempting to influence legislation, and the HHA shall not participate in, or intervene in (including publishing or distributing statements) any political campaign on behalf of any candidate for public office. Nothing contained in these Bylaws shall be read as authorizing or permitting the HHA to operate other than exclusively for the purposes set forth in Article II.
In the event of dissolution of HHA, all its funds and other property, if any, remaining after the payment of liabilities, shall be paid over and transferred to the Humanist Chaplaincy at Harvard (HCH), or a successor organization. This payment and transfer will occur only if the HCH, or the successor organization, has been determined to be (or is an integral part of) an organization described in 501(c)(3) of the Internal Revenue Code. If the above requirement is not met, the assets of HHA shall be transferred to the President and Fellows of Harvard College, provided it is then exempt from federal income tax and organized and operated exclusively for charitable, scientific, literary, or educational purposes,. In the event that the foregoing requirements are not met, the assets of HHA shall be transferred to an organization described in 501(c)(3) of the Internal Revenue Code selected by the board of directors.
ARTICLE XI - PARLIAMENTARY AUTHORITY
The organization shall abide by Robert’s Rules of Order, parliamentary authority, tenth edition.
ARTICLE XII - AMENDMENTS
These By-Laws may be amended at any time by a vote of two-thirds of the directors at any meeting at which a quorum is present. These By-Laws may also be amended at any time by a special meeting of the members following the procedure set forth in Section 7 or by vote of the members following the procedure set forth in Section 3.2.
By-Laws, as approved 2010, and amended November 13, 2011.