Article 1. Any person interested in the cause of education may become a non-voting member of this Association upon application to the Clerk for membership and upon payment of annual dues in an amount established by the Executive Board from time to time. The annual dues shall become due and payable in the month of January of each year, but any person applying for non-voting membership shall pay his or her annual dues at the time of such application. Any member may become a non-voting life member by paying to the Association an amount established by the Executive Board from time to time, which payment shall be accepted in lieu of the annual dues set forth above. Notwithstanding the foregoing, no person now or hereafter designated by this Association as a “member” of the Association shall be or shall be deemed to be a member for purposes of the Articles of Organization or By-laws of the Association or for purposes of Massachusetts General Laws, Chapter 180, as amended, or any other law, rule or regulation. Any action or vote required or permitted by Chapter 180 or any other law, rule or regulation to be taken by the members of the Association shall be taken by action or vote of the same percentage of the members of the Executive Board of the Association.
Article 2. The officers of this Association shall be a President, one or more Vice-Presidents, a Treasurer, a Clerk, and such additional officers as determined by the Executive Board. The Executive Board shall consist of the officers and such additional board members as may be elected by the Executive Board as provided in Article 4.
Article 3. The government and direction of the affairs of the Association shall be vested in the Executive Board. A majority of the members of the Executive Board then in office shall constitute a quorum. Any vacancy occurring in the Executive Board shall be filled by the remaining members of the Executive Board.
Article 4. The officers of the Association and the members of the Executive Board shall be chosen by majority vote of the Executive Board. The officers of the Association and the Members of the Executive Board shall be elected at its annual meeting and from time to time as determined by the Executive Board and shall hold their respective offices until the next annual meeting of the Executive Board and until their successors are chosen and qualified.
Article 5. The President shall preside at all meetings of the Executive Board and shall execute in the name of the Association and by authority of the Executive Board all necessary contracts relating to the affairs of the Association.
Article 6. During any vacancy which may exist in the office of the President, or in case of his or her absence or inability to act, the Vice-President with the most seniority in such office shall have all the powers conferred upon the President.
Article 7. The Clerk shall keep the records of the Association and of the Executive Board, and shall give notification of all meetings of the Executive Board and of the Association.
Article 8. The Treasurer shall have the general care of the pecuniary concerns of the Association, and shall collect all fees and moneys due the Association and shall do all other acts required by law. The Treasurer shall keep correct accounts and shall at all times, when requested by the Executive Board, exhibit true statements thereof. The Treasurer shall make a report to the members of the Association at their annual meeting showing the financial condition of the Association.
Article 9. The Executive Board shall delegate to an authorized representative of Dartmouth College of Hanover, New Hampshire, the power to approve applications for loans to the extent that funds of this Association are available for such purpose, or shall adopt such other methods of procedure for the granting of loans to such undergraduates as the Executive Board may deem advisable from time to time.
Article 10. No loans shall be made except to students pursuing courses of study at Dartmouth College, nor shall any loan be made except to those requiring pecuniary assistance in order to complete their courses of study.
Article 11. All loans and the interest thereon shall conform to such standard practices of Dartmouth College in respect to its loan funds as the Trustees of Dartmouth College adopt from time to time.
Article 12. All moneys received from dues or from any other sources, shall be used for the purposes set forth in Article 10, unless the Association shall by vote designate its use for some other purpose; and all moneys paid back for loans from time to time shall be used for the same purpose; and no dividends shall be declared or made in favor of the members of the Association.
Article 13. Any member of the Executive Board may at any time resign by tendering a written resignation to the Clerk.
Article 14. The annual meeting of the Association shall be held in the greater Boston area during February or March, at such time and place as the President may designate, notification of which shall be given by the Clerk by mail at least seven days before said meeting.
Article 15. The Treasurer may pay from the funds received from dues or from other sources such amounts as may be necessary to cover the actual necessary expenses of the Association but no salary or other compensation for services shall be paid to any officer, member of the Executive Board or non-voting member of the Association.
Article 16. The Association shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as a board member, president, vice president, treasurer, assistant treasurer, clerk, assistant clerk or other officer of the Association (collectively, “Indemnified Officers” or individually, “Indemnified Officer”), against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such Indemnified Officer in connection with any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (a “proceeding”) in which an Indemnified Officer may become involved by reason of serving or having served in such capacity (other than a proceeding voluntarily initiated by such Indemnified Officer unless the proceeding was authorized by a majority of the full Executive Board); provided that no indemnification shall be provided for any such Indemnified Officer with respect to any matter as to which the Indemnified Officer shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such Indemnified Officer’s action was in the best interests of the Association; and further provided that any compromise or settlement payment shall be approved by the Association in the same manner as provided below for the authorization of indemnification.
Such indemnification may, to the extent authorized by the Executive Board of the Association, include payment by the Association of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if such Indemnified Officer shall be not entitled to indemnification under this paragraph, which undertaking may be accepted without regard to the financial ability of such Indemnified Officer to make repayment.
The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of any Indemnified Officer entitled to indemnification hereunder.
Article 17. These By-Laws may be amended by a vote of two thirds of the members of the Executive Board then in office.