5.1 Corporate Officers.
The officers of the Corporation shall consist of the Chairman of the Board of Trustees, Chairman of the Corporation, President and Director, Treasurer, Clerk, and such other officers as the Board of Trustees may from time to time establish. More than one office may be held by the same person, and officers need not be Trustees or Members of the Corporation at the time of their election. The Chairman of the Board of Trustees, Chairman of the Corporation, President and Director, Treasurer, and Clerk, and such other designated officers, shall each serve as Trustee for so long as they hold their respective offices.
The Chairman of the Board of Trustees, the Chairman of the Corporation, and the Treasurer shall be elected by the Board of Trustees at their Annual Meeting for a term of six years. The terms of the Chairman of the Board and Chairman of the Corporation shall be staggered by three years, and the term of the Treasurer and Chairman of the Corporation shall be coterminous. The President and Director, the Clerk, and all other officers and all elected committee members and elected committee chairmen shall be elected annually by the Board of Trustees at their Annual Meeting provided, however, that the President and Director may be elected for a longer term, consistent with his or her term of employment with the Corporation, at the discretion of the Trustees. Notwithstanding the term for which he or she is elected, an officer’s term shall expire at the first Annual Meeting following such officer’s seventy-fifth birthday. At that time such person shall become eligible to be elected a Life Trustee.
5.3 Terms and Vacancies.
Corporate officers shall be eligible for reelection without limit.
In case of a vacancy not to be filled by reelection, the Chairman of the Board of Trustees, or in his or her absence or disability, the Chairman of the Corporation, may appoint an ad hoc committee to identify and recommend a candidate to fill the vacancy. The committee shall be composed of at least three Trustees or Members and may include Life Trustees, Honorary Members or officers among its members. The committee shall make its recommendation to the Board of Trustees in the form of a nomination. The Board of Trustees may appoint a person to fill a vacant office and to perform the duties of such office temporarily until a nomination is received from the ad hoc committee and a replacement duly elected by the Board of Trustees.
In the case of the temporary absence or disability of any officer of the Corporation, the Board of Trustees may appoint some other person to exercise the powers of, and perform the duties of, such office until the absent or disabled officer returns or until such delegation of powers be revoked by the Board of Trustee.
5.4 Chairman of the Board of Trustees.
The Chairman of the Board of Trustees shall preside at all meetings of the Board and of the Executive Committee. In his or her absence, the Chairman of the Corporation, or any other person chosen by the Board, shall preside at such meetings.
5.5 Chairman of the Corporation.
The Chairman of the Corporation shall preside at all meetings of the Members of the Corporation. In his or her absence, the Chairman of the Board, or any other person chosen by the Board, shall preside at such meetings. He or she shall advise the Board of Trustees, directly or through the Chairman of the Board of Trustees, of matters requiring its attention and action. He or she may sign any contract on behalf of the Corporation, when so authorized. He or she shall have such other powers and duties, not inconsistent with these Bylaws, as the Board may from time to time assign to him or her.
5.6 President and Director.
The President and Director shall be the principal Executive Officer of the Corporation, and, unless authority be given to other officers or agents to do so, he or she shall execute all contracts and agreements on behalf of the Corporation which are either authorized generally, or authorized by specific votes of the Board of Trustees or of its Executive Committee. It shall be his or her duty, insofar as the facilities and funds furnished to him or her by the Corporation permit, and he or she shall have the appropriate power, to see that the orders and votes of the Board of Trustees and of its Executive Committee and the general operative purposes of the Corporation are carried out. In furtherance of these duties and powers he or she shall exercise, subject to the control of the Board of Trustees, general management and supervision over the properties and facilities of the Corporation, and he or she may delegate and assign his or her duties to other officers or employees under his or her control as he or she shall deem best. He or she shall make and submit to the Members of the Corporation and to the Board of Trustees at their Annual Meetings a report of his or her activities. Such reports may be made at more frequent intervals or at other times if so directed by the Board of Trustees, by the Chairman of the Board of Trustees or by the Chairman of the Corporation.
The President and Director shall prepare budgets for the approval of the Board of Trustees for the proposed operations of the corporation.
The Treasurer shall assist the Trustees by providing oversight of the financial affairs of the Corporation. The Treasurer shall serve as a coordinating link between the Investment Committee, the Audit Committee, and the Finance and Budget Committee. The Treasurer, along with the Finance and Budget Committee, shall serve as a resource to management in the development of financial policies of the Institution. The Treasurer shall report to the Board of Trustees at least once each year.
The Clerk, who may also be known as Secretary, shall at all times be a resident of the Commonwealth of Massachusetts and shall be sworn to the faithful performance of his or her duties. He or she shall keep a true record of all meetings of the Board of Trustees and of the Members at which he or she is present. He or she shall keep a true record of any amendments to the Articles of Organization or Agreement of Association or Bylaws. In his or her absence from any meetings, a Clerk pro tempore shall be chosen and need not be sworn. The Clerk shall maintain a list of all Trustees, Members of the Corporation, and Life Trustees and Members of the Corporation, and have and perform such other duties as are customary for a Clerk of a corporation of this type and such as may be assigned to him or her from time to time by the Board of Trustees.
5.9 Compensation of Officers.
The Board of Trustees and the Executive Committee each shall have the power to fix and determine the compensation and fees payable to officers for services rendered to the Corporation, provided, however, that no Trustee (whether elected or ex officio) who received any compensation shall be entitled to vote upon the amount of compensation or fees payable to any Trustee or officer. The Corporation may reimburse any officers or Trustees for the amount of authorized expenses incurred by them in performing duties assigned to them by the Board.