Constitución - Asociación Internacional de Galdosistas

Asociación Internacional de Galdosistas, Inc.

Constitución

BY-LAWS
OF
ASOCIACIÓN INTERNACIONAL DE GALDOSISTAS, INC.

(adopted August 21, 2013)

ARTICLE I – THE CORPORATION

Name. The name by which the Corporation shall be known is Asociación Internacional de Galdosistas, Inc. (the “Corporation”). These By-laws, the powers of the Corporation and of its Members, Directors and officers, and all matters concerning the conduct and regulation of the affairs of the Corporation, shall be subject to such relevant provisions, if any, as are set forth in the Corporation’s Articles of Organization.
Purpose and Location. The Corporation is a corporation organized under Chapter 180 of the Massachusetts General Laws for the purposes enumerated in its Articles of Organization, as they may be amended from time to time. The principal office of the Corporation in the Commonwealth of Massachusetts shall initially be located at the place set forth in the Articles of Organization of the Corporation. The Directors of the Corporation may change the location of the principal office in the Commonwealth of Massachusetts effective upon the filing of a certificate with the Secretary of State of the Commonwealth.
Language. The official language of the Corporation shall be Spanish, but membership is not restricted to Spanish speakers.

ARTICLE II – MEMBERS

Members. Unless and until the Corporation has received a determination from the United States Internal Revenue Service that the Corporation is exempt from Federal income tax under the Internal Revenue Code (herein, “tax exempt status”), there shall be no Members. At such time or times as there shall be no Members, any action or vote required or permitted by Chapter 180 of the General Laws of Massachusetts, by any other laws, or by these By-laws to be taken by Members shall be taken by action or vote of the same percentage of the Directors of the Corporation.

If the Corporation attains tax exempt status, all the then current members of the formerly existing [unincorporated] organization known as Asociación Internacional de Galdosistas (herein “Former AIG”) shall immediately and automatically be inducted as the Members of the Corporation.

All of the following Sections of this ARTICLE II shall apply only if and for so long as there shall be one or more Members who shall have been made so in accordance with applicable provisions of these By-laws.

Qualifications. Any individual may be a Member of the Corporation, in any part of the world, regardless of whether the person is or is not affiliated with an educational institution, and regardless of the nature of the person’s work or status as student, critic, translator, reader or simply fan of Benito Pérez Galdós. Institutional members, namely institutions, such as museums and libraries, can also become Members of the Corporation.
Dues. Payment of dues is a condition of continuing membership. Dues will be established and periodically reconsidered by the Board of Directors of the Corporation. Membership begins on the 1st of January and concludes on the 31st of December each year. Members shall pay dues in the amount periodically established by the Directors by the 31st of March of each year. The Corporation is not responsible for billing current Members. Non-payment of dues as of the 31st of March of each year will result in termination of a current Member’s membership.
Tenure. An individual or institution will become a Member of the Corporation upon the Corporation’s receipt and recording of the dues. Unless otherwise determined by the vote of the Directors or Members, a Member shall remain a Member only during the year for which the Member has paid dues. At the conclusion of that year – unless the Member has paid dues for the following year – the Member will be excluded from the list of Members and will cease to enjoy those privileges given to Members.
Rights and Privileges of Members. Individuals who have paid their dues (herein “Voting Members”) may become a Director or officer of the Corporation, and will receive the Corporation’s Bulletin, a schedule of meetings, and a list of Members. Institutions who have paid their dues (herein “Non-Voting Members”) will not enjoy voting privileges, but will have access to all other benefits conferred on Members of the Corporation. Members may attend all meetings organized, sponsored or co-sponsored by the Corporation.

The Voting Members shall elect three Directors to serve on the Board of Directors and shall also elect the President, the Executive Vice President, the Treasurer, and the Clerk/Secretary. The Voting Members shall also have the right to approve the amendment or repeal of certain provisions of these By-laws in accordance with ARTICLE VI, below, and such additional rights, if any, as may be conferred upon the Members by these By-laws, the Articles of Organization or by statute.

No Proprietary Rights of Members. No Member shall have any ownership or proprietary right or interest in any assets of the Corporation.
Resignation and Removal. Any Member may resign by delivering the Member’s resignation in writing to the Corporation at its principal office or to the President or the Clerk/Secretary of the Corporation. Such resignation shall be effective upon its receipt or upon such date, if any, as may be stated in such resignation, unless otherwise determined by the Board. Notwithstanding the provisions of Section 1 of this ARTICLE to the contrary, the membership of any Member may be terminated or suspended with or without cause at any time by vote of a majority of all of the Voting Members of the Corporation at a regular meeting or a special meeting of Members called for that purpose. In the event that there are no Voting Members, the Directors may assume this responsibility, with the same terms as those outlined in this paragraph. A Member may be removed or suspended for cause only if notice of such action shall have been given to all Voting Members prior to the meeting at which such action is to be taken and if the Member so to be removed or suspended shall have been given reasonable notice and opportunity to be heard, either through an electronic submission or in-person explanation, by all of the other Voting Members having the power to remove or suspend him.
Annual Meetings. An annual meeting of the Members shall be held within six months after the end of each fiscal year of the Corporation, concurrently with the Convention of the Modern Language Association of America, or otherwise at a date and at a time and place determined by the President, the Executive Vice President, or the Directors. Annual meetings, which may be conducted in person or virtually, shall be called by the President, Executive Vice President or Clerk/Secretary. If no annual meeting is held in accordance with the foregoing provision, a special meeting may be held instead with the same effect as the annual meeting, and in such case all references in these By-laws, except in this Section, to the annual meeting of Members shall be deemed to refer to such special meeting.
Special Meetings. Special meetings of the Members may be held at any time and at any place. A special meeting, which may be conducted in person or virtually, shall be held at the request of any ten Voting Members or of the Directors. Upon such request or at the discretion of the President or Executive Vice President, special meetings shall be called by the President, Executive Vice President or Clerk/Secretary, at a date and at a time and place determined by the President, the Executive Vice President, or the Directors.
Notice of Meetings. A written notice of every meeting of Members stating the place, day and time of the meeting and the purpose for which the meeting is called, shall be given to each Member by the Clerk/Secretary or by any authorized person who has called the meeting at least ten (10) days before the meeting. Notice shall be deemed properly given when deposited in first class U.S. mail, postage prepaid or when given to a Member in person or by telephone, telegram, facsimile, e-mail or other electronic means, properly addressed to that Member at his business or home or e-mail address or facsimile telephone number, as the case may be and as it appears in the records of the Corporation. Whenever notice of a meeting is required, such notice need not be given to a Member if a written waiver of notice, executed by him (or his duly authorized attorney) before or after the meeting, is filed with the records of the meeting, or to any Member who attends the meeting without protesting the lack of notice before the meeting or before action is taken at the meeting.
Quorum. A quorum for the transaction of business at any meeting of the Members shall consist of the Voting Members present at the meeting, except when a larger quorum is required by law, by the Articles of Organization or by these By-laws. Any meeting of the Members may be adjourned to any other time within ninety days of such meeting and to any other place permitted by these By-laws by a majority vote of the Voting Members present in person at the meeting or by proxy, or by any officer entitled to preside or to act as secretary of such meeting, if no Voting Member is present in person or by proxy. It shall not be necessary to notify any Member of any adjournment. Any business which could have been transacted at any meeting of the Members as originally called may be transacted at an adjournment thereof.
Voting. Unless otherwise specified by these By-laws, each Voting Member shall have one vote on any matter of the Corporation proposed for action by the Voting Members at any meeting of the Members. Voting Members may vote in person or by proxy at any meeting. Further, Voting Members may “vote” by any electronic means determined by the Clerk/Secretary to be likely to be reliable and authentic, such as by means of electronic mail directed to the Clerk/Secretary or by means of an internet election tool service. In such case the “vote” shall be tabulated as a proxy instruction from each Voting Member and voted at the meeting by the President, the Executive Vice President, the Clerk/Secretary or the Treasurer as the Voting Member’s agent and proxy, in the manner directed by the Voting Member. A majority of total votes cast shall decide any question, except as otherwise required by law, the Articles of Organization or these By-laws. Elections of Directors and of the President, Executive Vice President, Clerk/Secretary, and Treasurer will take place by mail or e-mail or in such manner as the Directors may determine appropriate, and ballots will be sent to all members at least 14 days in advance of the Annual Meeting. The candidate receiving the largest number of votes for an office will be elected to such office. Any candidate may seek election to more than one office, but in such event will be deemed elected to the highest position to which the candidate is elected – the respective order of positions being the offices of President (highest), Executive Vice President, Clerk/Secretary, Treasurer, Director (lowest). In such a case, the candidate receiving the second highest number of votes in the less superior office will be considered elected to such less superior office.

Ten or more Voting Members may present, for consideration by the Board of Directors, proposals for amendments to the Articles of Organization or By-Laws.

Action of Members Without a Meeting. In accordance with Massachusetts General Laws (“MGL”) Chapter 156B, Section 43, action required or permitted to be taken at any meeting of the Members may be taken without a meeting only if all Members consent to the action in writing and the written consents are filed with the records of the meetings of Members. Such consents shall be treated for all purposes as a vote at a meeting.
Proxies. Voting Members may vote either in person or by written proxy (that is, a delegation of voting power to the Voting Member’s designated agent) dated not more than six months before the meeting named therein, which proxies shall be filed before being voted with the Clerk/Secretary or other person responsible for recording the proceedings of the meeting. Except as otherwise limited therein, such proxies shall entitle the person or persons named therein to vote at the meeting and any adjournment of such meeting, but shall not be valid after the final adjournment of such meeting. Proxies need not be sealed or attested and a proxy believed to be executed by or on behalf of a Member entitled to vote shall be deemed valid unless challenged at or prior to its exercise.
Participation by Non-Members. The Board of Directors may, from time to time, designate certain persons or groups of persons as advisors, friends, sponsors, or contributors of the Corporation or may designate such persons by such other title as the Board deems appropriate. Notwithstanding any such designation, however, such persons shall not be Members of the Corporation, and shall have no right to notice of meetings and no right to vote at or to participate in any meeting of Members, and shall have no other rights with respect to the Corporation.

ARTICLE III – BOARD OF DIRECTORS

Powers. The Board of Directors shall have general management and control over all of the property, affairs and funds of the Corporation and shall exercise all of the powers of the Corporation, except as otherwise provided by law, the Articles of Organization or these By-laws. Without limitation, the Directors reserve the power to amend the Articles of Organization after notice of any such proposed amendment to the Voting Members in accordance with the requirements of MGL Chapter 180, Section 6B. The Directors may determine their own duties in addition to those prescribed by the By-laws but shall not receive compensation for their services as Directors. The Board of Directors may determine the compensation and duties of all officers, agents, and employees of the Corporation.
Composition.
Until the Corporation attains tax exempt status. Unless and until the Corporation attains tax exempt status under the provisions of Section 501(c) of the U.S. Internal Revenue Code, the Directors shall be limited to three; the initial Directors are as listed in the Articles of Organization.
After the Corporation attains tax exempt status. If and when the Corporation attains tax exempt status, the then current Directors of the Corporation will be deemed to have resigned and the Board of Directors and number of Directors shall be immediately and automatically expanded to include and appoint as replacement Directors the then current members of the Former AIG’s “Executive Committee.” Thereafter, the Board of Directors shall consist of no less than three Directors, such number of the Directors to be fixed by vote of the Voting Members. Unless otherwise determined by the vote of the Voting Members, the Board of Directors will be comprised of three classes of Directors:

1) Three non-officer Directors shall be elected by the Voting Members after nomination as hereinafter provided and shall serve staggered three year terms.

2) The Editor of Anales galdosianos will automatically be a Director and continue as a Director so long as, and at the pleasure of the Board of Directors of the Corporation, that person serves as editor of Anales galdosianos.

3) The President, Executive Vice President, Clerk/Secretary, and Treasurer will each automatically be Directors and shall hold office so long as they continue to hold such positions.

The immediate past President of the Corporation and the Director of the Casa-Museo Pérez Galdós (Las Palmas, Spain) shall serve as advisors to the Board of Directors. As such, they may attend all meetings of the Board of Directors but cannot vote on matters within the jurisdiction of the Board. The immediate past President of the Corporation may vote only in the event of a tie.

Tenure. Unless otherwise determined by vote of the Voting Members, each elected Director described in Section 2(B)(1) above shall hold office until the annual meeting during the year in which the Director’s term expires and until the Director’s successor is elected and qualified, or until the Director sooner dies, resigns, is removed or becomes disqualified. Unless otherwise determined by vote of the Voting Members, each Director described in Section 2(B)(2) and Section 2(B)(3) above shall hold office as long as he continues to hold such position in his respective organization and until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.
Resignation and Removal. A Director may resign by delivering his resignation in writing to the Corporation at its principal office or to the President or Clerk/Secretary of the Corporation. Such resignation shall be effective upon its receipt or upon such later date, if any, as may be stated in such resignation, unless otherwise determined by the Board. A Director may be removed from office at any time (a) with or without cause, by vote of a majority of the Voting Members at a special meeting called for that purpose or (b) with cause, by vote of a majority of the Board of Directors at a special meeting called for that purpose. A Director may be removed for cause only if notice of such action shall have been given to all of the Voting Members or the Directors, as the case may be, prior to the meeting at which such action is to be taken and if the Director so to be removed shall have been given reasonable notice and opportunity to be heard at a meeting of the body proposing to remove him.
Vacancies. Any vacancy in the Board of Directors, including a vacancy resulting from the enlargement of the Board, may be filled by the Voting Members or, if the Voting Members do not act to fill such vacancy, by the Directors by vote of a majority of the remaining Directors present at a meeting of Directors at which a quorum is present or by appointment of all of the remaining Directors if less than a quorum shall remain in office. Each such Director elected to fill a vacancy for the unexpired term of the Director whom he replaced shall hold office until a successor is elected and qualified, or until his earlier death, resignation or removal. The Directors shall have and may exercise all of their powers notwithstanding the existence of one or more vacancies in their number.
Enlargement or Decrease in Number of the Board. The number of members of the Board of Directors may be increased or decreased at any annual or special meeting of Members by the affirmative vote of a two-thirds majority of all votes cast by the Voting Members; provided that the number of Directors may only be decreased to eliminate vacancies resulting from the death, resignation, removal or disqualification of one or more Directors.
Regular Meetings. The Board of Directors shall hold a regular meeting each year for the election of officers and the conduct of other business as soon as practicable after final adjournment of the annual meeting of the Members. Other regular meetings of the Directors may be held at such places anywhere in the world and at such times as the Directors may determine.
Special Meetings. Special meetings of the Board of Directors may be held at any time and at any place anywhere in the world when called by the President, the Clerk/Secretary, or by two or more Directors.
Notice of Meetings. A notice of the time and place of each meeting of the Board of Directors shall be given by the Clerk/Secretary or by any other officer of the Corporation to each Director at his business or home address or e-mail address or facsimile telephone number as the case may be and as it appears in the records at least ten (10) days before the meeting. 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 before or after the meeting, is filed with the records of the meeting, or to any Director who attends the meeting without protesting the lack of notice before the meeting or before action is taken at the meeting. Neither such notice nor waiver of notice need specify the purposes of the meeting, unless otherwise required by law, the Articles of Organization or these By-laws.
Actions of Board of Directors With and Without a Meeting. When a quorum is present at any meeting of the Directors, a majority of the Directors present and voting (excluding abstentions) shall decide any question unless otherwise provided by law, the Articles of Organization, or these By-laws. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if in accordance with MGL Chapter 156B, Section 59, all of the Directors consent to the action in writing and the written consents are filed with the records of the meetings of the Board of Directors. Such consents shall be treated for all purposes as a vote at a meeting. Directors or members of any committee designated by the Directors may participate in a meeting of the Directors or such committee by means of a conference telephone or similar communications equipment, provided that all persons participating in the meeting can hear each other at the same time; and such participation by such means shall constitute presence in person at a meeting.
Quorum. At any meeting of the Board of Directors, a majority of the Directors then in office shall constitute a quorum. Each Director shall have one vote. 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.
Executive and Other Board Committees. The Board of Directors may, by vote of a majority of the Directors then in office, appoint an Executive Committee from their number, at any meeting of Directors. Unless otherwise determined by vote of the Board of Directors, the Executive Committee may act on behalf of the full Board of Directors on any matter between meetings of the Board of Directors; provided that (a) the Executive Committee shall not be authorized (i) to approve any substantial change in the operations or activities of the Corporation, (ii) to make any change in the principal office of the Corporation, (iii) to amend these By-laws, (iv) to elect or remove Members or officers or Directors, or (v) to appoint or eliminate any committee of the Board or any member of any such committee, (b) the Executive Committee shall not have any power or authority which the Board is prohibited from delegating by law, by the Articles of Organization or by these By-laws, and (c) any action taken by the Executive Committee may be amended or repealed prospectively by subsequent vote of the Board of Directors. Unless otherwise specified by vote of the Directors, members of the Executive Committee shall serve until the next Annual Meeting of Directors or special meeting in lieu thereof and thereafter until their successors are chosen.

The Directors may, from time to time, appoint one or more other committees, having such authority and duties and consisting of such Directors or other persons, serving for such terms and in such capacities, as the Directors shall determine; provided that voting members of any committee to which powers of the Directors are delegated shall consist solely of Directors.

Except as the Directors may otherwise determine, any such committee may make rules for the conduct of its business, but unless otherwise provided by the Directors or such rules, its business shall be conducted so far as possible in the same manner as is provided by these By-laws for the conduct of business by the Directors. The Board of Directors may, by vote of a majority of the Directors then in office, (a) remove any member from the Executive Committee or any other committee appointed by the Directors, with or without cause, (b) fill vacancies in or change the composition of any such committee, or (c) terminate any such committee. The Executive Committee and every other committee to which the Board of Directors may delegate any of its powers or duties shall keep minutes or records of its meetings, signed by the Clerk/Secretary or by an Assistant Clerk/Secretary or temporary Clerk/Secretary, reflecting attendance and all votes and other action taken at such meetings; and any action taken by any such committee on behalf of the Directors of the Corporation shall be reported to the Board of Directors no later than the date of formal notice given for the meeting of Directors next following the date of such action.

Advisory Committees. Without limitation of the provisions of Section 15 of Article II above, the Directors may appoint one or more Advisory Committees consisting of such individuals as the Directors may from time to time designate to provide the Corporation and its Directors with informal advice concerning matters related to the future of the Corporation and its mission. Any such Advisory Committee shall not be a committee of the Board, and individuals serving on the Advisory Committee shall not, in that capacity, have the legal or fiduciary obligations of Directors or any authority to act on behalf of the Corporation. The Advisory Committee may, however, be asked to assist the Corporation in fundraising, obtaining corporate sponsorship for events and activities of the Corporation or in soliciting other assistance or support for the Corporation and its tax-exempt activities. The Board of Directors may at any time terminate any such Advisory Committee or remove or replace any member of any such Advisory Committee with or without cause. The Advisory Committee shall not be required to keep minutes or other records of its meetings or activities.

ARTICLE IV – OFFICERS

Enumeration. The officers of the Corporation shall consist of a President, an Executive Vice President, a Clerk/Secretary, a Treasurer, and the Editor of Anales galdosianos, or such other officers having other titles but having the powers of President, Executive Vice President, Clerk/Secretary, Treasurer, and Editor of Anales galdosianos, as the Board of Directors may determine. The Corporation may have such other officers and assistant officers as the Board of Directors may determine, including without limitation a Chairman of the Board of Directors and one or more Vice Presidents, Assistant Clerk/Secretaries, Assistant Treasurers, and Assistant Editors. However, no person shall hold more than one of the following offices at a time: President, Executive Vice President, Clerk/Secretary, Treasurer, Editor of Anales galdosianos, or non-officer Director.
Election/Appointment. The President, Executive Vice President, Clerk/Secretary, and Treasurer shall be elected by the Voting Members as provided in Article II of these By-Laws. The Editor of Anales galdosianos shall be appointed by the vote of a majority of the other Directors present and voting (excluding abstentions) at any Director meeting called in whole or in part for that specific purpose and at which time a quorum is present or as provided in Article III, Section 10. Other officers, such as additional Vice Presidents, may be appointed by the vote of a majority of the Directors present and voting (excluding abstentions) at any Director meeting at which a quorum is present or as provided in Article III, Section 10.

The Clerk/Secretary is responsible for organizing the nomination of candidates for the offices of President, Executive Vice President, Clerk/Secretary, Treasurer, and non-officer Directors. Nominations will be sought from the Voting Members not later than three months preceding the annual meeting of Members and will be conducted by mail, electronic mail, on-line polling tools or other means deemed appropriate by the Clerk/Secretary. All candidates nominated must be Voting Members in good standing who have paid annual dues at the time of nomination.

Tenure. Except as otherwise provided by law, the Articles of Organization or these By-laws —
a) President and Executive Vice President. The President and the Executive Vice President will each be elected for three-year terms, and shall hold office until the next election occurring in the year in which his respective term expires, and thereafter until his respective successor is elected and qualified. It is intended that, insofar as practicable, the terms of the President and Executive Vice President should not start or end in the same year, and therefore for such purposes, the Directors shall have the power to propose the election of a President or Executive Vice President for a term of less than three years. Except as may be authorized by the Directors, the President and the Executive Vice President may not run for successive terms and must resign after serving one full elected term.
b) Clerk/Secretary. The Clerk/Secretary will be elected for a three-year term and shall hold office until the next election occurring in the year in which the Clerk/Secretary’s term expires. Except as may be authorized by the Directors, the Clerk/Secretary may not run for successive terms and must resign after serving one full elected term.
c) Treasurer. The Treasurer will be elected for a five-year term and shall hold office until the next election occurring in the year in which the Treasurer’s term expires, and thereafter until a successor is elected and qualified. It is intended that insofar as practicable, the term of the Treasurer should not start or end in the same year as the terms of either the President or the Executive Vice President, and therefore for such purposes the Directors shall have the power to propose the election of a Treasurer for a term of less than five years. The Treasurer may be re-elected to one successive five-year term but, except as may be authorized by the Directors, must resign after serving those two elected terms.
d) The Editor of Anales galdosianos. The Editor of Anales galdosianos will be appointed by the Board of Directors for an initial ten-year term, and shall continue as Editor until the next election occurring in the year in which his term expires, and thereafter until his successor is appointed and qualified. The Editor may be re-appointed to one successive five-year term but except as may be authorized by the Directors, must resign after serving those two appointed terms.
e) All other officers. All other officers shall hold office until the next election in which their term expires and thereafter until their successors are elected and qualified.

Any officer may seek election to a position he has held in the past, provided that another person has served in the post in the interim.

Resignation and Removal. An officer may resign by delivering his resignation in writing to the Corporation at its principal office or to the President or Clerk/Secretary of the Corporation. Such resignation shall be effective upon receipt or upon such date, if any, as may be stated in such resignation, unless otherwise determined by the Directors. The Directors may remove any officer with or without cause by a vote of a majority of the Directors then in office, at a meeting of the Board of Directors called for that purpose. An officer may be removed for cause only if notice of such action shall have been given to all of the Directors prior to the meeting at which such action is to be taken and if the officer so to be removed shall have been given reasonable notice and opportunity to be heard at a meeting of the Board of Directors. No Director may vote with respect to his or her own removal, nor shall such Director’s vote be considered with respect to the existence of a quorum pertaining to such matter or otherwise.
Vacancies. A vacancy in any office may be filled by vote of a majority of the Directors at any meeting of Directors at which a quorum is present or by appointment of all of the Directors if less than a quorum of Directors shall remain in office. Each such successor shall hold office for the unexpired term of his predecessor and in the case of the President, Executive Vice President, Clerk/Secretary, and Treasurer, until his successor is chosen and qualified, or in each case until he sooner dies, resigns, is removed, or becomes disqualified.
Chairman of the Board. If there is a Chairman of the Board, that Chairman shall, when present, preside at all meetings of the Directors and of the Members.
President. Unless otherwise voted by the Board of Directors, the President shall be the chief executive officer of the Corporation. The President shall have, subject to oversight by the Directors, general supervision and control of the business of the Corporation. The President shall, when present and in the absence of the Chairman of the Board, if any, preside at all meetings of the Directors and shall have such other powers and duties as may be vested in him by the Board of Directors. Unless otherwise determined by the Board, at each annual meeting of the Members the President shall submit a report of the operations of the Corporation for such year and a statement of its affairs, and shall from time to time report to the Board all matters within his knowledge which he believes the interests of the Corporation require to be brought to its notice.
Executive Vice President and Vice Presidents. The Executive Vice President, or in his absence the Vice President, or if there shall be more than one, the Vice Presidents in the order determined by the Directors, shall assist the President in the performance of his duties and, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties and shall have such other powers as the Directors may from time to time prescribe.
Clerk/Secretary. The Clerk/Secretary shall be a resident of the Commonwealth of Massachusetts unless the Corporation has designated a resident agent in the manner provided by law. The minutes and records of all meetings of the Directors and Members shall be prepared and maintained by the Clerk/Secretary. The Clerk/Secretary shall keep such minutes and records within the Commonwealth at the principal office of the Corporation or the office of the Clerk/Secretary or its resident agent, and such minutes and records shall be open at all reasonable times to the inspection of any Member or Director. Such minutes and records shall also contain records of all meetings of the incorporators and the original or attested copies of the Articles of Organization and these By-laws and the names of all Members and Directors and the addresses of each such person. Other duties of the Clerk/Secretary include managing the election of the officers, assisting in organizing meetings, and carrying out the business of the Corporation. The Clerk/Secretary shall have such other powers and shall perform such other duties as the Directors may from time to time prescribe. In the absence of the Clerk/Secretary from any meeting, a temporary Clerk/Secretary shall be appointed by the President and shall exercise the duties of the Clerk/Secretary at the meeting.

The Clerk/Secretary will also serve as Publisher of the Bulletin and will be responsible for its content, printing, distribution, and the costs thereof. The Bulletin will be published twice yearly, in the spring and in the fall, and will include announcements, bibliographic information, special sections and other news of interest to Galdós specialists. It will also serve as a means of communication between the Members of the Corporation.

Treasurer. The Treasurer shall be the chief financial officer and the chief accounting officer of the Corporation. The Treasurer shall, subject to oversight by the Directors, maintain general supervision over the financial affairs of the Corporation, including its long-range financial planning, and shall keep accurate books of account. Unless otherwise determined by the Board, the Treasurer shall prepare a yearly report on the financial status of the Corporation to be delivered at the annual meeting of Directors. The Treasurer shall also prepare or oversee all filings required by the Commonwealth of Massachusetts, the Internal Revenue Service, or other federal and state agencies. The Treasurer may sign checks for the Corporation with the approval of the Board of Directors. Other duties of the Treasurer include maintaining the list of the Corporation’s members and collecting the member dues.

Editor of Anales galdosianos. The Editor of Anales galdosianos will oversee the publishing of Anales galdosianos, a scholarly journal published by and in collaboration with the Corporation, dedicated to studying the work, life, and historical moment of Benito Pérez Galdós and his contemporaries in Spanish literature.
Other Powers and Duties. Each officer shall have, in addition to the powers and duties specifically set forth in these By-laws, such powers and duties as are customarily incident to his office, and such other powers and duties, if any, as the Directors may from time to time prescribe.
Bond. If required by the Directors, any officer shall give the Corporation a bond for the faithful performance of his duties in such amount and with such surety or sureties as shall be satisfactory to the Directors.
Resident Agent. If the Clerk/Secretary is not a resident of Massachusetts, a Resident Agent shall be appointed by the vote of a majority of the Directors present and voting (excluding abstentions) at any Director meeting at which a quorum is present or as provided in Article III, Section 10. The Resident Agent shall be appointed as the Corporation’s true and lawful attorney upon whom all lawful processes in any action or proceeding against the Corporation may be served. The Resident Agent’s appointment shall be in accordance with Chapter 156B, Section 49 of the Massachusetts General Laws. The Resident Agent shall have an indefinite term until the Resident Agent resigns, in accordance with Article III, Section 4, above, or his or her appointment is revoked by like vote. No Director may vote with respect to his or her own removal, nor shall such Director’s vote be considered with respect to the existence of a quorum pertaining to such matter or otherwise.

ARTICLE V – INDEMNIFICATION

Except as otherwise provided below, 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, as amended (the “Code”) is not adversely affected thereby, indemnify each person who is, or shall have been, a Director or unpaid officer of the Corporation, or who serves at the Corporation’s request as a trustee, director or officer of another organization or in a capacity with respect to any employee benefit plan (each such person being herein called a “Person”), against all liabilities and expenses (including without limitation judgments, fines, penalties, and reasonable attorney’s fees and all amounts paid, other than to the Corporation, in compromise or settlement) imposed upon or incurred by such Person in connection with, or arising out of, the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which such Person may be a defendant or with which such Person may be threatened or otherwise involved, directly or indirectly, by reason of being or having been such a Person.

The Corporation shall provide no indemnification with respect to any matter as to which such Person shall be finally adjudicated in such action, suit or proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Corporation. Any Person who, at the request of the Corporation, serves another organization or employee benefit plan in one or more of the above indicated capacities and who shall be finally adjudicated not to have acted in good faith in the reasonable belief that his or her action was in the best interest of such other organization or in the best interest of the participants or beneficiaries of such employee benefit plan shall be deemed not to have acted in good faith with respect to the Corporation. The Corporation shall provide no indemnification with respect to any matter settled or compromised, pursuant to a consent decree or otherwise, unless such settlement or compromise shall have been approved as in the best interests of the Corporation, after notice that indemnification is involved, by (a) a disinterested majority of the Board of Directors or (b) if there are no disinterested Directors, by a majority of the disinterested Members, or (c) if there are no disinterested Directors or Members, by independent legal counsel representing the Corporation and appointed by a majority of the Directors then in office.

Indemnification may include payment by the Corporation of expenses in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding upon receipt of any undertaking by such Person to repay such payment if it is ultimately determined that such Person is not entitled to indemnification under Section 6 of Chapter 180 of the Massachusetts General Laws or pursuant to the provisions of the preceding paragraph. Such an undertaking may be accepted without reference to the financial ability of such Person to make repayment.

As used in this ARTICLE V, the terms “Director,” “Member” and “officer” include their respective heirs, executors, administrators and legal representatives, and an “interested” Director, Member or officer is one against whom, in such capacity, the proceeding in question or another proceeding on the same or similar grounds is then pending.

The right of indemnification provided in this ARTICLE V shall not be exclusive of or affect any other rights to which any Director or officer may be entitled under any agreement, statute or otherwise. The Corporation’s obligation to provide indemnification under this ARTICLE shall be offset to the extent of any other source of indemnification or any otherwise applicable insurance coverage under a policy maintained by the Corporation or any other person. Nothing contained in this ARTICLE V shall affect any rights to which corporate personnel other than Members, Directors or officers may be entitled by contract or otherwise.

ARTICLE VI – AMENDMENTS

These By-laws may be amended or repealed at any meeting of Directors by the affirmative vote of two-thirds (2/3) of the Directors then in office; provided that the substance or effect of any proposed amendment shall have been stated or summarized in the notice of such meeting. Amendments may be presented for consideration by any officer or Director, or by proposals to the Board of Directors submitted by ten or more Voting Members.

ARTICLE VII – MISCELLANEOUS PROVISIONS

Fiscal Year. Except as otherwise determined by vote of the Directors, the fiscal year of the Corporation shall end on the last day of December of each year.
Seal. The Corporation may have a seal in such form as the Directors may adopt and alter from time to time.
Execution of Instruments. All checks, deeds, leases, transfers, contracts, bonds, notes and other obligations authorized to be executed by an officer of the Corporation on its behalf shall be signed by the President or the Treasurer except as the Directors may generally or in particular cases otherwise determine. A certificate by the Clerk/Secretary or an Assistant Clerk/Secretary, or a temporary Clerk/Secretary, as to any action taken by the Members, Board of Directors, Executive Committee or any officer or representative of the Corporation shall as to all persons who rely thereon in good faith be conclusive evidence of such action; and any party to whom an officer or representative of the Corporation delivers an agreement or document signed on behalf of the Corporation by the President or Treasurer of the Corporation shall be entitled to rely in good faith that such delivery and execution have been duly authorized by the Corporation unless such party knows of facts or circumstances to the contrary.
Operations of Anales galdosianos. The Editor of Anales galdosianos shall have the power and authority to receive and deposit funds and to execute checks, deeds, leases, transfers, contracts, bonds, notes and other obligations, but only as related to the operations of the Anales galdosianos, in coordination with the Treasurer and as authorized by the Board of Directors. Except as directed by the Treasurer, financial obligations relative to the publishing of Anales galdosianos will be executed by the Editor, from and through Anales galdosianos sub-accounts of the Corporation established for such purposes. Each January, the Editor of Anales galdosianos will report on the financial status of the Anales galdosianos to the President and Treasurer of the Corporation, and will report on the operations and financial status of the Anales galdosianos to the Board of Directors.
Transactions with Interested Parties. To the extent that the status of the Corporation as an organization exempt from federal income taxation under Section 501(c)(3) of the Code is not affected thereby, and in the absence of fraud, no contract or other transaction between this Corporation and any other corporation or any firm, association, partnership or person shall be affected or invalidated by the fact that any member, director or officer of this Corporation is financially or otherwise interested in or is a director, member or officer of such other corporation or of such firm, association or partnership or is a party to or is financially or otherwise interested in such contract or other transaction or is in any way connected with any person or persons, firm, association, partnership or corporation financially or otherwise interested therein; provided that the fact that he individually or as a director, member or officer of such corporation, firm, association or partnership is such a party or is so interested shall be disclosed to or shall have been known by the Board of Directors or a majority of such members thereof as shall be present or represented at a meeting of the Board of Directors at which action upon any such contract or transaction shall be taken; any Director may be counted in determining the existence of a quorum and may vote at any meeting of the Board of Directors for the purpose of authorizing any such contract or transaction with like force and effect as if he were not so interested, or were not a director, member or officer of such other corporation, firm, association or partnership, provided that any vote with respect to such contract or transaction must be adopted by a majority of the Directors then in office who have no interest in such contract or transaction.
Dissolution. The Corporation may be dissolved only by means of a petition and by the votes of two-thirds of the Directors then in office. Unless otherwise required by law, in the event of the termination, dissolution, or liquidation of the Corporation in any manner or for any reason whatsoever, its assets, if any, remaining after the payment and satisfaction of all debts and liabilities of the Corporation, shall be distributed to one or more organizations with purposes similar or related to the purposes of the Corporation, namely to a library or other charitable institution, or a non-profit publication with an interest in Galdós studies, and exempt from federal income tax under Section 501(c)(3) of the Code, in such manner and in such proportions as shall be approved by the votes of two-thirds of the Directors then in office.
Gender. The personal pronoun “he” or possessive pronoun “his,” when appropriate, shall be construed to mean “she” or “her” and the word “chairman” shall be construed to include a female person.
Articles of Organization. All references in these By-laws to the Articles of Organization shall be deemed to refer to the Articles of Organization of the Corporation, as amended and in effect from time to time.
Notice. Communications may be sent, and Notice may be given, in person or by telephone, by written notice mailed by first class mail (postage prepaid), telegram, telecopy, e-mail, facsimile or other electronic means.
Restrictions on Lobbying. No part of the Corporation’s income or assets may be used for political propaganda or to influence legislation or affect or promote or oppose any candidate for political office in any way.

END OF BY-LAWS

These By-Laws were voted upon and adopted by Voting Members on August 21, 2013.

The Commonwealth of Massachusetts

William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512

ARTICLES OF ORGANIZATION

(General Laws, Chapter 180)

Article I

The exact name of the corporation is:

Asociación Internacional de Galdosistas, Inc.

Article II

The purpose of the corporation is to engage in the following activities:

(a)To contribute to the advancement of education, to increase literary awareness and to disseminate literary knowledge;

(b)To encourage the study of the works, the career, and the period of Benito Pérez Galdós (“Galdós”);

(c)To promote the dissemination of Galdós’ literary production;

(d)To maintain interest in the works of Galdós and to deepen and broaden the understanding of his art by means of periodic meetings and colloquia, by means of the Bulletin for the International Association of Galdós Scholars, through the publication of Anales galdosianos and other such publications, and through discussions with the corporation’s members;

(e)To maintain close contact and cooperate with similar entities such as the Casa-Museo Pérez Galdós; and

(f)To carry on any other charitable or educational activity (within the meaning of Section 501(c)(3) of the Internal Revenue Code, and the regulations thereunder, as amended from time to time) that is consistent with other provisions of these Articles and that may be lawfully carried out by a corporation organized under Chapter 180 of the Massachusetts General Laws.

The corporation is organized exclusively for charitable and educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Article III

A corporation may have one or more classes of members. If it does, the designation of such classes, the manner of election or appointments, the duration of membership and the qualification and rights, including voting rights, of the members of each class, may be set forth in the by-laws of the corporation or may be set forth below:

The corporation shall have members, as stated in the By-Laws.

Article IV

(a) Powers. Subject to all the limitations set forth in, or referred to by, other provisions of these Articles, this corporation shall have, and may exercise in furtherance of its corporate purposes, (1) all of the powers specified in Section 6 of Chapter 180 and Sections 9 and 9A of Chapter 156B of the Massachusetts General Laws as amended from time to time, except those powers referred to in paragraph (m) of Section 9 which do not apply to charitable corporations, and (2) all other lawful powers necessary or convenient to effect any or all of the purposes for which the corporation was formed; provided always that no such power shall be exercised in a manner inconsistent with (i) Chapter 180 or any other Chapter of the Massachusetts General Laws, and (ii) exemption from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended from time to time (the “Internal Revenue Code”).

(b) Tax Exemption. No part of the assets or net earnings of the corporation shall inure to the benefit of any Member, Director, or officer of the corporation or any other individual; 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 permitted by Section 501(h) of the Internal Revenue Code; and the corporation shall not participate in, or intervene in (whether or not by the publication or distribution of statements), any political campaign on behalf of (or in opposition to) 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.

(c) Private Foundation Restrictions. If and for so long as the corporation is a private foundation (as that term is defined in Section 509 of the Internal Revenue Code), and notwithstanding any other provisions of these Articles or the By Laws of the corporation, the following provisions shall apply:

The income of the corporation for each taxable year shall be distributed at such time and in such manner as not to subject the corporation to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code; and
The corporation 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 subject the corporation to tax under Section 4944 of the Internal Revenue Code, nor make any taxable expenditures (as defined in Section 4945(d) of the Internal Revenue Code).

(d) Dissolution. 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 distributed to one or more organizations with similar purposes and exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, as determined by vote of the Directors (or, if applicable, the Members, if any) of the Corporation and subject to approval by the Supreme Judicial Court pursuant to Section 11A of Chapter 180 of the Massachusetts General Laws.

(e) Meetings Anywhere in the World. Except as otherwise specifically provided by the By-Laws of the corporation, meetings of the Members and Directors of the corporation may be held anywhere in the world.

(f) Amendment of the By-Laws by Directors. The Directors of the corporation may make, amend or repeal the By-Laws of the corporation in whole or in part, except with respect to any provision thereof which by law, these Articles or the By-Laws of the corporation requires action by the Members.

(g) Exculpation; No Personal Liability. No Director or officer shall be personally liable to the corporation or its Members for monetary damages for breach of fiduciary duty as a Director or officer notwithstanding any provision of law imposing such liability; provided, however, that the liability of a Director or officer, to the extent that such liability is imposed by applicable law, shall not be eliminated (1) for any breach of the Director’s or officer’s duty of loyalty to the corporation or its Members, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (3) for any transaction from which the Director or officer derived an improper personal benefit. The Members, Directors and officers of the corporation shall not be personally liable for the payment or satisfaction of any debt, liability or obligation arising in connection with any commitment, agreement or activity of the corporation. All persons, corporations or other entities extending credit to, contracting with, or having any claim against, the corporation, may look only to the funds and property of the corporation for the payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the corporation.

(h) Successor Provisions. All references herein: (1) to the Internal Revenue Code shall be deemed to refer to the Internal Revenue Code of 1986, as now in force or hereafter amended; (2) to the General Laws of the Commonwealth of Massachusetts, or any Chapter thereof, shall be deemed to refer to such General Laws or Chapter as now in force or hereafter amended; and (3) the particular sections of the Internal Revenue Code or such General Laws shall be deemed to refer to similar or successor provisions hereafter adopted.

Article V

The by-laws of the corporation have been duly adopted and the initial directors, president, treasurer and clerk/secretary or other presiding, financial or recording officers, whose names are set out on the following page, have been duly elected.

Article VI

The effective date of organization of the corporation shall be the date approved and filed by the Secretary of the Commonwealth.
If a later effective date is desired, specify such date which shall not be more than thirty days after the date of filing.