By-laws

ARTICLE ONE.

NAME AND OFFICES

The name of the corporation shall be “Benevolent Asian Jade Society of New England, Inc.” (hereinafter the “JADE”).  The principal office of the corporation shall be located at 144 Lake Shore Road, #2, Brighton, Massachusetts, 02135. The Board of Directors shall have the power and authority to establish and maintain branch or subordinate offices at any other locations within the Commonwealth of Massachusetts.

ARTICLE TWO.

MEMBERS

Section 1. Annual Meeting. The annual meeting of the members shall be held on the first Wednesday in the month of February in each year, beginning with the year 2008, at 6:00 PM EDT, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Massachusetts, such meeting shall be held on the next succeeding business day. If the election of directors is not held on the day designated herein for any annual meeting of the Members, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the Members as soon thereafter as is convenient.  The President of the Corporation shall serve as Chairman for all meetings of the Members.

Section 2. Special Meetings. Special meetings of the Members, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the president or by the Board of Directors, and shall be called by the president at the request of the holders of not less than 2/3 (two thirds) of all the members of the corporation entitled to vote at the meeting.

Section 3. Place of Meeting. The Board of Directors may designate any place within the Commonwealth of Massachusetts as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. A waiver of notice signed by all Members entitled to vote at a meeting may designate any place, either within or without the Commonwealth of Massachusetts as the place for the holding of such meeting. If no designation is made, or if a special meeting is otherwise called, the place of meeting shall be the principal office of the corporation in the City of Brighton Massachusetts.

Section 4. Notice of Meeting. Written, electronic or printed notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than five nor more than fifteen days before the date of the meeting, either personally, by email or by mail, by or at the direction of the president, or the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his address as it appears on the Registry of Members of the corporation, with postage thereon prepaid.

Section 5. Catagories of Membership.  There are three types of membership in the JADE: regular, honorary and associate.

Regular membership.

                  “Regular” members must be sworn law enforcement officers of the Federal, state, county or local government or sworn sheriffs and or deputy sheriffs. Regular membership may continue for an indefinite term without renewal action by the JADE. All Members shall be approved by a majority vote of the Board of Directors.  All approved Members shall be recorded in the Registry of Members including their name, address, telephone number and law enforcement agency affiliation by the Secretary of the Corporation.  All regular members shall constitute the voting membership of the JADE.

Honorary Membership

                  “Honorary” membership is available to any retired law enforcement officer, retired member of JADE or individual designated by the President or by a majority of the Board of Directors and is predicated upon the applicants demonstrated commitment to the ideals of law enforcement or community service in the Commonwealth of Massachusetts and/or the United States of America. Honorary membership must be renewed annually by the President of the JADE or a majority of the Board of Directors.  Honorary members shall have no voting rights.

Associate Membership

                  “Associate” membership will be conferred annually by a majority vote of the Board of Directors upon individuals or organizations (e.g.: Corporations, Police Departments, sole proprietorships, other associations and clubs, etc.) interested in assisting the JADE in its law enforcement and community assistance mission. Associate members shall have no voting rights.

Section 6. Registry of Members. For the purpose of determining Members entitled to notice of, or to vote at, any meeting of Members or any adjournment thereof, a Registry of Members shall be maintained by the Secretary of the Corporation.

Section 7. Quorum and Voting. A majority of the Regular Members of the corporation entitled to vote, represented in person, shall constitute a quorum at a meeting of the Members. If less than a majority of such members are represented at a meeting, a majority of the Regular Members so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally notified by vote of a majority of Regular Members then present. The Regular Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Regular Members to leave less than a quorum.

Section 8. Dues. All applications for renewals must be accompanied by a check payable to the JADE before the application can be processed or approved. Dues will be levied on an annual basis and will be set by majority vote of the Board of Directors. The Board of Directors may alter the dues at any time by majority vote. Payment of dues and acceptance into the JADE will not automatically convey authority to use the logo and emblem of the JADE.

Section 9. Indicia. Members in good standing will have the right and privilege to display the indicia, logo and emblem of the JADE. This indicia may include, but not be limited to badges, shields, emblems, ID Cards, license plates, etc. This privilege is coterminous with membership and any and all such indicia may be reclaimed by the JADE when a member is no longer in good standing. Every applicant and member will expressly agree to this caveat as a condition of membership.

Section 10. Revocation. Membership in the JADE can be terminated at anytime according to the provisions of the Articles of Organization, these By-laws or by a 2/3 (two thirds) vote of the Board of Directors.  In the event a Regular Member of JADE is terminated, said Regular Member shall be entitled to redress the Board of Directors to present facts and or information regarding the cause of the termination.  The Board of Directors within a time frame of their choosing and in their sole discretion by a 2/3 vote shall have the authority to either repeal or reaffirm the termination.

ARTICLE THREE.

BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the corporation shall be managed by its Board of Directors.

Section 2. Number, Tenure, and Qualifications. The number of directors of the corporation shall be Nine (9). The President, Treasurer, Secretary and Clerk shall each be Directors.  Directors shall be elected at the annual meeting of Members, and the term of office of each director shall be for two years.  The election for the Directors shall be held biannually at the scheduled annual meeting of Members.  The term of office for each Director shall then terminate upon the election and qualification of his or her successor. Directors need not be residents of the Commonwealth of Massachusetts but shall be Members of the Corporation.

Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without notice other than this bylaw immediately after and at the same place as the annual meeting of Members. The Board of Directors may provide, by resolution, the time and place for holding additional regular meetings without other notice than such resolution. Additional regular meetings shall be held at the principal office of the corporation in the absence of any designation in the resolution.

Section 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the president or any two directors, and shall be held at the principal office of the corporation or at such other place as the directors may determine.

Section 5. Notice. Notice of any special meeting shall be given at least two (2) days before the time fixed for the meeting, by written or electronic notice delivered personally, emailed or mailed to each director at his or her business address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid, not less than two (2) days prior to the commencement of the above-stated notice period. If notice is given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

Section 6. Quorum. A majority of the number of directors fixed by these bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 7. Board Decisions. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors except that a vote of not less than fifty percent (50%) of all the members of the board shall be required for the amendment of or addition to these bylaws or as the case may be.

Section 8. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual meeting or at a special meeting of Members called for that purpose.

Section 9. Compensation. By resolution of the Board of Directors, the directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

Section 10. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE FOUR.

OFFICERS

Section 1. Number. The officers of the corporation shall be a president, one or more vice-presidents (the number thereof to be determined by the Board of Directors), a clerk, a secretary, and a treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Treasurer.

Section 2. Election and Term of Office. The officers of the corporation to be elected by the Board of Directors shall be elected bi-annually at the first meeting of the Board of Directors held after the annual meeting of the Members. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as is convenient. Each officer shall hold office until his or her successor has been duly elected and qualifies or until his or her death or until he or she resigns or is removed in the manner hereinafter provided.

Section 3. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors by a 2/3 vote whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. Powers and duties. The powers and duties of the several officers shall be as provided from time to time by resolution or other directive of the Board of Directors. In the absence of such provisions, the respective officers shall have the powers and shall discharge the duties customarily and usually held and performed by like officers of corporations similar in organization and business purposes to this corporation.

Section 6. Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a director of the corporation.

Section 7. Committees.  The President may at his sole discretion appoint committees to facilitate the business of the corporation.  Committees shall be comprised of Regular and or Associate Members of the corporation.  The committees will report to the President or if he so decides to another officer of the corporation.

ARTICLE FIVE.

CONTRACTS, LOANS, CHECKS, AND DEPOSITS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, or Orders. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositaries as the Board of Directors may select.

ARTICLE SIX.

FISCAL YEAR

The fiscal year of the corporation shall end on December 31st.

ARTICLE SEVEN.

SEAL

The Board of Directors shall provide a corporate seal, which shall include the logo of the corporation and shall have inscribed thereon the name of the corporation and the state of incorporation.  The seal shall be stamped or affixed to such documents as may be prescribed by law or custom or by the Board of Directors.

ARTICLE EIGHT.

WAIVER OF NOTICE

Whenever any notice is required to be given to any Member or director of the corporation under the provisions of these bylaws or under the provisions of the Articles of incorporation or under the provisions of law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE NINE.

AMENDMENTS

These bylaws may be altered, amended, or repealed and new bylaws may be adopted by the Board of Directors at any regular or special meeting of the board; provided, however, that the number of directors shall not be increased or decreased nor shall the provisions of Article Two, concerning the Members, be substantially altered, without the prior approval of the Members at a regular or special meeting of the Members, or by written consent.

ARTICLE TEN.

PURPOSE OF THE CORPORATION

The corporation shall have the following powers in furtherance of its corporate purposes:

Section 1.      The corporation shall have perpetual succession in its corporate name.

Section 2.      The corporation may sue and be sued.

Section 3.      The corporation may have a corporate seal which it may alter at pleasure.

Section 4.      The corporation may elect or appoint directors, officers, employees and other agents, fix their compensation and define their duties and obligations.

Section 5.      The corporation may purchase, receive or take by grant, gift, device, bequest or otherwise, lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal in and with, real or personal property, or any interest therein, wherever situated, in an unlimited amount. 

Section 6.      The corporation may solicit and receive contributions from any and all sources and may receive and hold, in trust or otherwise, funds received by gift or bequest.

Section 7.      The corporation may sell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage, pledge, encumber or create a security interest in, all or any of its property, or any interest therein, wherever situated.

Section 8.      The corporation may purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, employ, sell, lend, lease, exchange, transfer, or otherwise dispose of, mortgage, pledge, use and otherwise deal in and with, bonds and other obligations, shares, or other securities or interests issued a buy others, whether engaged in similar or different business, governmental, or other activities.

Section 9.      The corporation may make contracts, give guarantees and incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage, pledge or encumbrance of, or security interest in, all or any of its property or any interest therein, wherever situated.

Section 10.   The corporation may lend money, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested.

Section 11.   The corporation may do business, carry on its operations, and have offices and exercise the powers granted by Massachusetts General Laws, Chapter 180, in any jurisdiction within or without the United States, although the corporation shall not be operated for the primary purpose of carrying on for profit a trade or business unrelated to its tax exempt purposes.

Section 12.   The corporation may pay pensions, establish and carry out pensions, savings, thrift and other retirement and benefit plans, trusts and provisions for any or all of its directors, officers and employees.

Section 13.   The corporation may make donations in such amounts as the members or directors shall determine, irrespective of corporate benefit, for the public welfare or for community fund, hospital, charitable, religious, educational, scientific, civic, or similar purposes, and in time of war or other national emergency in aid thereof; provided that, as long as the corporation is entitled to exemption from Federal income tax under Section 501 (c) (3) of the Internal Revenue Code, it shall make no contribution for other than religious, charitable, scientific, testing for public safety, literary or educational purposes or for the prevention of cruelty to children or animals.

Section 14.   The corporation may be an incorporator of other corporations of any type or kind.

Section 15.   The corporation may be a partner in any business enterprise which it would have power to conduct by itself.

Section 16.   The directors may make, amend or repeal the by-laws in whole or in part, except with respect to any provision thereof which by-law or the by-laws requires action by the members.

Section 17.   Meetings of the members may be held anywhere in the United States.

Section 18.   The corporation shall, to the extent legally permissible and only to the extent that the status of the corporation as an organization exempt under Section 501 (c) (3) of the Internal Revenue Code is not affected thereby, indemnify each of its directors, officers, employees and other agents ( including persons who served at its request as directors, officers, employees or other agents of another organization in which it has an interest) against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by him in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he may be involved or with which he may be threatened, while in office or thereafter, by reason of his being or having been such a director, officer, employee or agent, except with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation; provided, however, that as to any matter disposed of by a compromise payment by such director, officer, employee or agent, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interests of the corporation, after notice that it involves such indemnification: (a) by a disinterested majority of the directors then in office; or (b) by a majority of the disinterested directors then in office, provided that there has been obtained an opinion in writing of independent legal counsel to the effect that such director, officer, employee or agent appears to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation; or (c) by a majority of the disinterested members entitled to vote, voting as a single class. Expenses including counsel fees, reasonably incurred by any such director, officer, employee or agent in connection with the defense or disposition of any such action, suit or other proceeding, may be paid from time to time by the corporation in advance of the final disposition thereof upon receipt of an undertaking by such individual to repay the amounts so paid to the corporation if he shall be adjudicated to be not entitled to indemnification under Massachusetts General Laws, Chapter 180, Section 6. The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any director, officer, employee or agent may be entitled. Nothing contained herein shall affect any rights to indemnification to which corporate personnel may be entitled by contract or otherwise under law. As used in this paragraph, the terms “directors,” “officers,” “employees” and “agents” include their respective heirs, executors and administrators, and an “interested” director is one against whom in such capacity the proceeding in question or another proceeding on the same or similar grounds is then pending.

Section 19.   No person shall be disqualified from holding any office by reasons of any interest. In the absence of fraud, and the director, officer, or member of this corporation individually, or any individual having any interest in any concern in which any such directors, officers, members, or individuals have any interest, maybe a party to, or may be pecuniarily or otherwise interested in, any contract, transaction, or other act of this corporation, and

Section 19.1.1.   such contract, transaction, or act shall not be in any way invalidated or otherwise affected by that fact;

Section 19.1.2.   no such director, officer, member, or individual shall be liable to account to this corporation for any profit or benefit realized through any such a contract, transaction, or act; and

Section 19.1.3.   Any such director of this corporation may be counted in determining the existence of a quorum and any meeting of the directors or of any committee thereof which shall authorize any such contract, transaction, or act, and may vote to authorize the same;

Section 20.   The term “interest” including personal interests and interest as a director, officer, stockholder, shareholder, trustee, member or beneficiary of any concern; a term “concern” meaning any corporation, association, trust, partnership, firm, person, or other entity other than this corporation.

Section 21.   No part of the assets of the corporation and no part of any net earnings of the corporation shall be divided among or inure to the benefit of any officer or director of the corporation or any private individual or be appropriated for any purpose other than the purposes of the corporation as herein set forth; and no substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting, to influence legislation except to the extent that the corporation makes expenditures for the purposes of influencing legislation in conformity with the requirements of Section 501 (h) of the Internal Revenue Code; and the corporation shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office. It is intended that the corporation shall be entitled to exemption from Federal income tax under Section 501 (c) (3) of the Internal Revenue Code and shall not be a private foundation under Section 509 (a) of the Internal Revenue Code.

Section 22.   Upon the liquidation or dissolution of the corporation, after payment of all of the liabilities of the corporation or due provision therefore, all of the assets of the corporation shall be disposed of to one or more organizations exempt from Federal income tax under 501 (c) (3) of the Internal Revenue Code.

Section 23.   In the event that the corporation is a private foundation as that term is defined in Section 509 of the Internal Revenue Code, then not withstanding any other provisions of the articles of organization or the by-laws of the corporation, the following provisions shall apply:

Section 23.1.1.   The directors shall distribute the income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code.

Section 23.1.2.   The directors shall not engage in any act of self dealing as defined in Section 4941 (d) of the Internal Revenue Code; nor retain any excess business holdings as defined in Section 4943 (c) of the Internal Revenue Code; nor make any investments in such manner as to incur tax liability under Section 4944 of the Internal Revenue Code; nor making any taxable expenditures as defined in Section 4945 (d) of the Internal Revenue Code.

Section 24.   The corporation shall have and may exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is formed; provided that no such power shall be exercised in a manner inconsistent with Massachusetts General Laws, Chapter 180 or any other chapter of the General Laws of the Commonwealth of Massachusetts; and provided, further, that the corporation shall not engage in any activity or exercise any power which would deprive it of any exemption from Federal income tax which the corporation may receive under of Section 501 (c) (3) of the Internal Revenue Code.

Section 25.   All references herein: (i) to the Internal Revenue Code shall be deemed to refer to the Internal Revenue Code of 1986, as now in force or hereafter amended; (ii) to the General Laws of the Commonwealth of Massachusetts, or any chapter thereof, shall be deemed to refer to said General Laws or chapter as now in force or hereafter amended and (iii) to particular sections of the Internal Revenue Code or the General Laws of the Commonwealth of Massachusetts shall be deemed to refer to similar or successor provisions hereafter adopted.