BY-LAWS OF THE ST BOTOLPH CLUB FOUNDATION
Adopted DATE: Amended 21 OCT 25
ARTICLE I
GENERAL PROVISIONS
1. GENERAL PROVISIONS
1.1. ARTICLES OF ORGANIZATION
The name and purposes of the Trust known as the St. Botolph Club Foundation (The Foundation) shall be as set forth in its Declaration of Trust. In the event of any inconsistency between the Declaration of Trust and these By-Laws, the Declaration of Trust shall be controlling.
1.2. PLACE OF BUSINESS
The Board shall establish a principal place of business.
1.3. BOOKS AND RECORDS
The Trust shall keep correct and complete books and records of account and shall keep minutes of the proceedings of all meetings of its Board of Trustees. The Trust shall keep records of the Declaration of Trust and the current By-laws.
1.4. FISCAL YEAR
The fiscal year of the Foundation shall be established by its Trustees.
1.5. CONFLICT OF INTEREST
The Board shall adopt and periodically review a conflict-of-interest policy to protect the Trust’s interest when it is contemplating any transaction or arrangement which may benefit any Trustee, Officer, employee, affiliate, or member of a committee with Board-delegated powers.
1.6. NON-DISCRIMINATION POLICY
The Officers, Trustees, committee members, employees, and persons served by this Trust shall be selected entirely on a nondiscriminatory basis with respect to race, creed, ancestry, marital status, gender, gender identity, sexual orientation, age, physical disability, veteran’s status, political service or affiliation, color, religion, or national origin.
1.7. AMENDMENT OF BY-LAWS
1.7.1. These By-laws may be amended or repealed by a vote of the majority of the Board of Trustees then in office at a meeting of the Board, provided:
1.7.1.1. that no amendment shall be made that would cause the Trust to cease to qualify as an exempt Trust under Section 501(c)(3) of the Internal Revenue Code of 1986, or the
corresponding section of any future Federal tax code;
1.7.1.2. that any amendment affecting the voting rights of Trustees must be approved by a two-thirds vote of Trustees.
ARTICLE II
BOARD OF TRUSTEES
2. BOARD OF TRUSTEES
2.1. NUMBER
The Board of Trustees (the Board) shall consist of Officers, Committee Members and others as approved by the Board, such that the total is not fewer than five nor more than 20 Trustees. All Trustees must be members in good standing of the St. Botolph Club.
2.2. OFFICERS
The Officers of the Board shall be a Chair, a Vice-Chair, a Treasurer, and a Secretary. One person may hold no more than two officer positions.
2.2.1. The Chair shall also serve as the President of the Trust.
2.2.2. The Vice Chair shall act as Chair when the Chair is absent.
2.2.3. The Treasurer shall also serve as the Treasurer of the Trust. The Treasurer shall chair the Finance Committee.
2.2.4. The Secretary shall keep or cause to be kept a book of minutes of all meetings and actions of the Board. The Secretary shall cause notice to be given of all Board meetings including any materials needed by Trustees for review in advance of such meetings.
2.2.5. The Board may appoint any other officers as required.
2.3 NOMINATIONS
2.3.1. The Governance Committee will present Trustee and Officer nominations at the Annual Meeting to fill vacancies on the Board or to appoint additional Trustees.
2.3.2. The Chair of the Governance Committee will distribute the list of nominees to the Board of Trustees at least seven days in advance of the Annual Meeting.
2.3.3. Additional candidates for Trustee or an alternative slate of Officers may be submitted to the Chair by any three Trustees at least 14 days in advance of the Annual Meeting. These nominations will be provided to the Board at least 7 days in advance of the Annual Meeting.
2.4. ELECTION
Trustees and Officers may be elected at the Annual Meeting or any regular meetings by a majority vote of the existing members of the Board. New Trustees and Officers shall be notified by the Chair in writing of their appointments.
2.5.TERMS OF OFFICE
2.5.1. All Trustees shall be elected to serve a three-year term and may not serve more than two consecutive terms. An elected Officer may serve an additional third term without interruption. (See 2.5.3)
2.5.2. The Board shall endeavor to stagger Trustee terms so that approximately one-third of the Board terms expire each year.
2.5.3. The term of office of any Trustee elected at a time other than the Annual Meeting shall terminate at the next Annual Meeting. The Trustee may then be elected for two terms.
2.5.4. Officers shall be elected annually. In no case shall a Trustee serve as an Officer in any capacity for more than six years. If an elected Officer’s second term as a Trustee expires, that Officer may serve a third term without interruption for a total of no more than nine consecutive years as a Trustee.
2.5.5. In the event an Officer is unable to serve for any reason, the Executive Committee will appoint an interim officer until the Governance Committee can nominate and present a new nominee to the Board for election.
2.6. COMMITTEES
2.6.1. The Board shall appoint the following standing committees 1) the Executive Committee; 2) the Finance Committee; 3) the Governance Committee. The Board shall also appoint three Arts and Culture Grantmaking Advisory Committees (Visual Arts, Music, and Literature); the Distinguished Artist Award Advisory Committee; and the Heritage
Grantmaking Advisory Committee.
2.6.2. The Executive Committee shall consist of the Chair, Vice-Chair, Treasurer, Secretary and the Chair of the Governance Committee. The Board may appoint additional Trustees to serve on the Executive Committee. A majority of the Executive Committee members will constitute a quorum. The Chair shall chair the Executive Committee. The Executive Committee shall have authority to exercise the full power of the Board between Board Meetings with the exception that all financial decisions over $5,000 require a vote of the full Board. The Executive Committee does not have authority to change Bylaws without a vote of the Board according to paragraph I.7.
2.6.3. The Finance Committee shall consist of no fewer than three Trustees and shall be chaired by the Treasurer. The Finance Committee shall provide short- and long-term financial oversight, financial reports, and will create and monitor internal controls and accountability policies and practices, subject to Board approval. The Finance Committee will prepare an annual budget for the approval of the Board and shall be responsible for the maintenance and updating of all policy documents relating to finance.
2.6.4. The Governance Committee shall consist of no fewer than three Board members. The Chair of the Board will appoint one of the Trustee members to act as Chair of the Committee. The Governance Committee will oversee the nominations of new and renewing trustees. It will present a slate of Officers for the ensuing year to be elected at the Annual meeting. It will also recommend governance policies, review governing documents periodically and recommend changes to the Board as necessary.
2.6.5. The Arts and Cultural Grantmaking Advisory Committees shall be designated by the Board to oversee arts and cultural grants made by the Foundation.
2.6.5.1. Membership in each of the Grantmaking Advisory
Committees shall consist of at least one Trustees, shall be chaired by one of the Trustees, and may include outside members as decided by each committee.
2.6.5.2. Each Grantmaking Advisory Committee shall be responsible for the administration of the Foundation’s yearly Emerging Artist Awards, such responsibility to include: maintaining lists of nominators; soliciting the nominators for worthy recipients; inviting nominated recipients to apply for grants; and empaneling juries to recommend the recipients; and forwarding the recommendations to the Board for approval.
2.6.5.3. Each year the Board shall designate a Distinguished Artist Award (DAA) Advisory Committee. This award will rotate between the fields of Visual Arts, Literature, and Music. The Committee will consist of at least one Trustee and may include outside members as decided by the Committee and approved by the Board. The DAA Committee each year shall: 1) select the genre for award; 2) solicit outside nominators; 3) assemble candidate nomination packages for the nominees; 4) empanel an outside jury to recommend the recipient; and 5) forward the recommendation to the Board for approval.
2.6.6. The Heritage Advisory Committee shall be designated by the Board to advise the Trustees in connection with grant applications for the preservation of certain elements of the property located at 199 Commonwealth Avenue, the collection of artworks housed therein, or other properties located in the Back Bay area of Boston. The Heritage Advisory Committee shall be chaired by a Trustee designated by the Board and membership may include other Trustees or outside members as the Board shall determine.
2.7. OTHER COMMITTEES
The Board may vote to designate additional standing or ad hoc Committees, consisting of a minimum of three Board members, and others as the Board shall approve. Such committees shall be chaired by a Trustee.
2.8. COMMITTEE REPORTING
All active Committees will provide reports to the Board at regular meetings and at the Annual Meeting for inclusion in Board meeting minutes.
2.9. COMMITTEE POWERS
The Board of Trustees may delegate to any Committee, to the extent permitted by law, the Declaration of Trust or these By-laws, such powers and duties thereto as the Board of Trustees may deem advisable.
ARTICLE III
MEETINGS
3. MEETINGS
3.1.Regular Meetings of the Trustees and of Committees may be held at such places and times as the Board and Committee Chairs determine.
3.2. The Board shall have a minimum of three regular meetings each calendar year at times and places fixed by the Board.
3.3. The Annual Meeting of the Board of Trustees shall be held on a date to be fixed by the Board each year.
3.4. NOTICE OF MEETINGS
Notice by phone, or electronic mail shall be delivered at least 48 hours in advance of the meeting or by first-class mail addressed to a Trustee’s business or home address sent at least five days in advance of the meeting. Notice of meetings shall specify the place, day, and hour of meeting. The purpose of the meeting need not be specified.
3.5. MANNER OF ACTING AT MEETINGS
3.5.1. A majority of the Trustees in office immediately before a meeting shall constitute a quorum for the transaction of business at that meeting of the Board.
3.5.2. Except as otherwise required by law or by these By-laws, the act of the majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board.
3.5.3. Except as required otherwise by law, members of the Board or of Committees may participate in a regular or special meeting using any means of communication that allows all Trustees participating to simultaneously hear each other during the meeting, including internet video or telephonic conference call.
3.5.4. At any meeting of a Committee, a quorum for the transaction of all business properly before the meeting shall consist of a majority of the members of such committee. Any committee may, subject to the approval of the Board of Trustees, make further rules for the conduct of its business.
3.5.5. 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.
ARTICLE IV
CONTRACTS, DEPOSITS, LOANS AND RELATED MATTERS
4. CONTRACTS, DEPOSITS, LOANS, and RELATED MATTERS
4.1. Except as otherwise provided by resolution of the Board or Board policy, all contracts, deeds, leases, mortgages, grants, and other agreements of the Trust shall be executed on its behalf by the Chair, the Treasurer or other Trustees to whom the Board has delegated authority to execute such documents in accordance with policies approved by the Board.
4.2. DEPOSITS
All funds of the Foundation not otherwise employed shall be deposited from time to time to the credit of the Trust in such banks, trust companies, or other similar depository institutions as the Board or Finance Committee may select.
4.3. LOANS
No loans shall be contracted on behalf of the Trust and no evidence of indebtedness shall be issued in its name unless authorized by a vote of the Board.
4.4. OUTSIDE SERVICES
The Board may contract for required services (e.g., legal, tax, auditing, bookkeeping, administration, etc.) as it may consider proper for the management and conduct of the Foundation’s business and activities. Such persons shall report to the Chair or the Treasurer. Unless subject to the terms of any hiring contract, the Chair may discharge said persons at its discretion.
4.5. OTHER ASSETS
The Treasurer shall maintain an inventory of other, non-monetary assets held by the Foundation.
ARTICLE V
ADVISORS AND OTHER SUPPORTERS
5. ADVISORS AND OTHER SUPPORTERS
5.1 The Board may designate certain persons or groups of persons as sponsors, benefactors, contributors, advisors or friends of the Foundation or such other title as they deem appropriate (“Advisors”).
5.2 Advisors shall serve in an honorary capacity for such terms as the Board may determine. In the absence of any such determination, an Advisor shall serve until the next Annual Meeting or Special Meetings in lieu thereof.
5.3 Advisors shall not be Trustees and shall not exercise any of the powers granted to Members or Trustees and, except as the Board may otherwise designate, shall have no right to notice of or to vote at any meeting, shall not be considered for purposes of establishing a quorum, and shall have no other rights or responsibilities in their advisory capacity.
5.4 The Trust may require an advisor to sign a confidentiality agreement before the adviser may commence service as an advisor.
APPENDIX
ARTICLES FROM THE DECLARATION OF TRUST INCLUDED BY REFERENCE
ARTICLE FIRST
“The principal office of the FOUNDATION will be in Boston, Massachusetts.”
ARTICLE SECOND
“The Trustees may receive and accept property, whether real, personal, or mixed, by way of gift, bequest or derive from any person, firm, trust or corporation, to be held administered and disposed of in accordance with and pursuant to the provisions of this restated Declaration of Trust; but no gift, bequest, or devise of any such property shall be received if it be conditioned or limited in such manner as shall requires the disposition of the income or principal otherwise than as provided in ARTICLE SECOND of this restated Declaration of Trust.”
ARTICLE THIRD
1.a “Grants shall be made to writers, composers, painters, sculptors and other creative artists of accomplishment and promise, native to or primarily associated with New England, and in each case, to one to whom the award will have meaning.”
1.b “Such grants shall be made for the purpose of assisting individuals who are in need of funds to carry on their creative efforts, to conduct research or to initiate, develop or complete creative works.”
1.c “Such grants shall be made unconditional in that the results of their research and rights to the artistic work shall belong to the recipient of the grant; however, recipients of grants shall agree to permit their work to be made available for the benefit of the public in ways customary and appropriate in each case.”
1.d “Members of the St. Botolph Club and undergraduate students will not be eligible for grants.”
2. “The Trustees shall preserve and protect the historic exterior and other decorative and architectural elements at the property located at 199 Commonwealth Avenue and its collection of art works to perpetuate the education of posterity with regard to the architectural, historic and general cultural heritage of the St. Botolph Club and with regard to other properties located in the Back Bay area of Boston for the benefit of the community.”
ARTICLE FIFTH
The purposes of this Foundation being charitable, and it being thus not subject to the rule against perpetuities, the duration of the Foundation shall be perpetual unless the Foundation shall be terminated and the remaining principal and the income, if any, of the property the Foundation distributed as provided in ARTICLE THIRD of this Declaration of Trust or to one or more other charitable organizations described in said section 501(c)(3) of the Code”.
ARTICLE SIXTH
(A) “The Foundation shall be administered and governed by two or more Trustees.
(B) “The trustees shall be voting members of the St. BotolphClub.”
(C) “Two-thirds of the Trustees, or if there is only one Trustee, such Trustee, may at any time and from time to time appoint one or more additional or successor Trustees. Each such appointment shall be made in writing and shall become effective upon written acceptance delivered to the Trustee or Trustees theretofore acting.”
(D) “Any trustee shall cease to be a TRUSTEE when his or her resignation has been delivered to another Trustee or to the Attorney General of the Commonwealth of the Massachusetts or person succeeding to the powers and duties of that office in the event there is no other Trustee, provided always that no resignation shall become effective qt the time when the manner in which the same is contrary to law.”
(E), “If a Trustee shall be declared legally incompetent by the court of competent jurisdiction, he shall thereupon forthwith cease to be a trustee hereunder.”
(F), “Any Trustee may be removed as Trustee by an instrument executed by at least two-thirds of the remaining trustees; provided, however, that if at any time there are only two Trustees, neither may remove the other.”
(G)(1) “In general the Trustees shall act by a majority except as otherwise provided herein.
ARTICLE NINTH
“The TRUSTEES shall not be entitled to any compensation for serving as Trustees but shall be reimbursed for all reasonable expenses incurred by them in administering the Trust.”
ARTICLE TWELFTH
“No Trustee shall be liable hereunder except for his or her own negligence or willful misconduct. No trustee shall be liable for interest on cash balance.”
[1] For convenience, a summary of these ARTICLES is provided in the Appendix