ARTICLES OF INCORPORATION, THE NEW ENGLAND AUTONOMY MOVEMENT.

ARTICLE I OFFICES AND REGISTERED AGENT

Principal Office: The principal office of the Organization and such other offices as it may establish shall be located at such place or places within Massachusetts.
Registered Office: The Organization shall continuously maintain within Massachusetts a registered office in compliance with Massachusetts Title XXII Chapter 156d, Section 5.01 (2023)
Registered Agent; Changes: The Organization shall continuously maintain within Massachusetts a registered agent in compliance with Massachusetts Title XXII Chapter 156d, Section 5.01 (2023)

ARTICLE II MEMBERSHIP

Members: In accordance with Massachusetts state law, any individual or entity who provides support or assistance to the Organization may be designated as a “supporting member” or other similar title as determined by the Executive Committee from time to time, but such individual or entities shall not be deemed to be Executive Committee members of the Organization.
Members have the right to vote for positions on the Executive Committee in accordance with Article V, Subsection 7.
Members may run for the position of President, Secretary, Treasurer, or as a representative of their State Committee during the election cycle outlined in Article V, Subsection 7.

ARTICLE III MEETINGS

Quorum; Voting: One-half (1/2) of the entire membership of the Executive Committee then in office shall constitute a quorum for the transaction of any business. In no case shall a quorum consist of less than two (2) Executives. In the absence of a quorum, a majority of those members present may adjourn the meeting. The affirmative vote of a majority of the directors present at a Executive meeting at which a quorum is present shall be necessary and sufficient to the making of decisions by the Executive, except as a larger vote may at any time be otherwise specifically required by Massachusetts Title XXII Chapter 156d, Section 8.24 (2023), the Articles of Incorporation, or these Bylaws. Each Executive shall have one vote. Voting at meetings may be done personally or via online meetings.
Meetings: The Executive Committee shall meet at least once a year for an “Annual Meeting”. Special meetings of the Executive Committee may be called by the President, or by the President or Secretary upon the written request of one-third of the Board. Regular or special meetings may be held at any location and shall be held at such times and in such places that the Board of Directors determines in advance.
Notice: At least seven (7) days notice shall be given to each Executive of a regular meeting of the Executive Committee, provided that the organization may provide a single notice of all regularly scheduled meetings for that year without having to give notice of each meeting individually. A special meeting of the Executive Committee may be held upon notice of two (2) days.
Notice of a meeting of the Executive Committee shall specify the date, time, and place of the meeting, but need not specify the purpose for the meeting or the business to be conducted. Notice must be either delivered personally to each Executive or mailed (including the sending of a fax, or electronic mail) to his or her address on record with the Executive Committee. If such notice is given by mail, it shall be deemed delivered when deposited in the United States mail properly addressed and with postage prepaid thereon. If such notice is given by fax or electronic mail, it shall be deemed delivered when transmitted. Notwithstanding the foregoing, an Executive may waive notice of any regular or special meeting of the Executive Committee by written statement filed with the Executive Committee, or by oral statement at any such meeting. Attendance at a meeting of the Executive Committee shall also constitute a waiver of notice, except where an Executive states that he or she is attending for the purpose of objecting to the conduct of business on the ground that the meeting was not lawfully called or convened.
Unanimous Consent: Any action required or permitted to be taken at a meeting of the Executive Committee may be taken without a meeting, provided all Executives consent in writing and set forth in the same writing the action or decision taken or made. Consent in writing shall have the same force and effect as a unanimous vote, and may be described as such in any document executed by or on behalf of the corporation.
Compensation: No Executive shall be compensated for his or her service as an Executive, unless otherwise decided by the Executive Committee. Executives may be reimbursed for expenses incurred for the purposes of participating in meetings of the Board and while otherwise acting on behalf of the Organization.

ARTICLE IV COMMITTEES

Working Committees: The Executive Committee may create working committees consisting of a committee chair and volunteers. Working committees shall have the authority to act on behalf of the organization when performing specific tasks in which the goals and limitations will be determined by the Executive Committee.

A. The committee chair is appointed by majority vote of the Executive Committee.

B. The committee chair may be recalled by a majority vote of the Executive Committee

County Committees: In the Event that at least six (6) active members in the organization are from the same county, they must form a county Committee which will elect one (1) representative to their State Committee through an official election process. In the event that a county doesn’t meet the minimum membership requirements, members of that county may seek appointment to the position from the Executive Committee.

ARTICLE V EXECUTIVE COMMITTEE

General Powers and Duties: Management of the affairs of the organization shall be vested in its Executive Committee. The Executive Committee and State Committees shall possess and may exercise, any and all powers granted to the organization under Massachusetts Title XXII Chapter 156d, Section 8.01 (2023), and its Articles of Incorporation, subject to the limitations set forth in the Articles and within these Bylaws.
Number: The number of officer positions on the Executive Committee shall be fixed to nine (9), a President, a Secretary, a Treasurer, and a position representing each State Committee.
Qualifications: Executive Committee members must be at least eighteen (18) years of age, a permanent resident and citizen of a New England member state. And they must commit to participating in Organization duties or activities for at least seven (7) hours per week.
Conflict of Interest: Whenever an Executive Committee member has a direct or indirect personal or financial interest in a particular transaction or other decision to come before the Executive Committee, he or she shall disclose such personal or financial interest to the Executive Committee and abstain from voting.
Officers: The officers of the Executive Committee shall consist of a President, a Treasurer, a Secretary and an officer elected from each State Committee. The duties of any such officers shall be as provided in these Bylaws (Article V, Section 8)
Terms: An individual may serve as an Officer for succeeding terms without limitation. The term of office of any officer shall terminate upon one of the following conditions:

A. A term will end on the effective date in which an Executive Committee officer submits a resignation orally or in writing to the Executive Committee

B. The Executive Committee officer dies or is in any other way physically unable to carry out their duties

I. In the event that an Executive is no longer able or willing to carry out their duties, the Executive Committee shall nominate a member of the State Committees to carry out their duties until an emergency vote can be held by all Members (As defined in Article V, Section 7). This vote shall follow the same procedures as a general election, but only be held for the position in question.

C. Two (2) years have passed since their election.

D. Executive Committee members representing a State Committee may be recalled by a super majority vote (60%) from the membership of the State Committee they represent.

7. Elections: Elections for all Executive Committee members are held on December 20th, and the results must be finalized by December 27th.

A. The President, Secretary, and Treasurer are to be voted on by all members of the organization that reside within the territories of New England

B. Representatives for State Committees are to be voted on by all organization members who live in the state in which the State Committee represents

8. Powers: The powers of Executive Committee members shall be hereby defined in the following subsections:

A. President. The President shall act as the chief executive officer of the organization, shall supervise all of the affairs of the organization in accordance with policies and directives approved by the Executive Committee, and shall perform such other duties as the Executive Committee may from time to time prescribe. The President shall have the power to change the registered agent and registered office of the organization.

B. Secretary. The Secretary shall record or cause to be recorded all votes and minutes of all proceedings of the Executive Committee. He or she shall give or cause to be given notice of all meetings, and shall perform such other duties as may be prescribed by the Executive Committee or the President.

C. Treasurer. The Treasurer shall keep or cause to be kept full and accurate account of the receipts and disbursements of the organization, and shall deposit or cause to be deposited all moneys and other assets in the name and to the credit of the organization in such depositories as may be designated by the Executive Committee. He or she shall disburse or cause to be disbursed organization funds, making proper vouchers for such disbursements, and shall render to the President and the Executive Committee, upon request, an accounting of all his or her transactions as Treasurer and of the financial condition of the organization. He or she shall also perform such other duties as the Executive Committee may prescribe.

D. State Committee Delegates. Each State Committee Delegate shall hold a single vote during meetings in which decisions are made, and each Delegate’s vote shall be recorded in the minutes for future reference.

9. Inspections: Both the Secretary and Treasurer shall permit any director or his or her duly authorized attorney to inspect all books and records of the corporation, for any proper purpose at any reasonable time.

ARTICLE VI STATE COMMITTEE

Each state recognized as an internal part of New England (Connecticut, Rhode Island, Massachusetts, Vermont, New Hampshire, and Maine) will be eligible to form a State Committee consisting of a membership no fewer than three (3) and no greater than the amount of counties present in the state being represented plus the President and Secretary.

A. There may be only one (1) representative to a state Committee from each county being represented (See Article IV Section 2 for more info)

B. The Executive Committee member representing the State Committee will still count towards the minimum membership requirement for the State Committee, but may not hold any position within the State Committee itself and will not contribute to the maximum membership limit.

C. Every State Committee shall have a President and Secretary position that must be filled to maintain their State Committee status

D. State Committee members must be at least eighteen (18) years of age, a permanent resident and citizen of a New England member state. And they must commit to participating in Organization duties or activities for at least seven (7) hours per week.

E. State Committee members must be registered with the Executive Committee Secretary with their name, place of residence in New England, and a way in which to be contacted

F. A state committee can be dissolved in the event that both the Executive Committee and three (3) State Committees all agree through separate majority votes to enact that dissolution of the State Committee in question

2. Elections: Elections for State Committee representatives will be held on February 1st, and the results must be finalized by February 7th.

ARTICLE VII ETHICS

Conduct: All members of this organization, including staff, Committee members, and volunteers, are expected to uphold the highest ethical standards in all interactions, including acting with integrity, transparency, accountability, fairness, and respect for the organization's mission, while disclosing any potential conflicts of interest and adhering to all applicable laws and regulations.
Attendance: If a member of the Executive Committee or any Committee (including State) is deemed to be inactive, defined as unable to be contacted for a period of more than thirty (30) days, the respective Committee shall notify the concerned member in writing of their placement on probation.

A. Once placed on probation, the member shall have fifteen (15) days to reply in writing and complete any required tasks that are required of them.

I. Failure to reply will result in the removal of the member from the Executive Board or Committee they are on.

B. If a member is placed on probation a second time, they are liable for removal from the board/committee by manner of acclamation (without vote or necessary deliberation).

ARTICLE VIII INDEMNIFICATION AND INSURANCE

The Organization shall indemnify and hold harmless any Executive of the Organization to the maximum extent allowed by Massachusetts Title XXII Chapter 156d, Section 8.51 (2023). In providing indemnification under this Article VIII, the corporation shall follow the procedures described in Massachusetts Title XXII Chapter 156d, Section 8.51 (2023). Further, the Organization shall indemnify and advance expenses to an officer who is party to a proceeding because he or she is or was an officer of the Organization: (A) to the same extent as a director; and (B) if he or she is an officer but not a Executive, to such further extent as may be provided by the Articles of Incorporation, the Bylaws, a resolution of the board of directors, except for: (1) Liability in connection with a proceeding by or in the right of the corporation other than for reasonable expenses incurred in connection with the proceeding; or (2) Liability arising out of conduct that constitutes: i. (Receipt by the officer of a financial benefit to which the officer is not entitled; ii. iii. an intentional infliction of harm on the corporation or the members; or an intentional violation of criminal law.

ARTICLE IX MISCELLANEOUS PROVISIONS

Fiscal Year: The annual accounting period of the corporation shall begin on January 1st of each year, unless changed by the Executive Committee
Checks: All checks, drafts, or other orders for the payment of money shall be signed by such Officer or Officers or such other person or persons as the Executive Committee may from time to time designate.
Contracts: All contracts, notes or other evidence of indebtedness, and leases of space for the Organization shall be signed by such officer or officers or such other person or persons as the Executive Committee may from time to time designate.
Records: The organization shall keep as permanent records minutes of all meetings of its Executive Committee, and any designated body, a record of all actions taken by the Executive Committee, or members of a designated body without a meeting, and a record of all actions taken by a working committee or any other designated body on behalf of the organization. The organization shall keep a copy of the following records at its principal office: (1) Articles of Incorporation or restated Articles of Incorporation and all amendments to them currently in effect; these Bylaws or restated bylaws and all amendments to them currently in effect; (3) minutes and records described in this section for the past 3 years; (4) a list of the names and business addresses of its current officers; and (5) the most recent biennial report filed with Massachusetts.
Loans: The organization shall not lend money to or guarantee the obligation an officer of the Organization shall provide: (1) an advance to pay reimbursable expenses reasonably expected to be incurred by an officer; (2) an advance to pay premiums on life insurance if the advance is secured by the cash value of the policy; (3) advances pursuant to Article VIII of these Bylaws; or (4) loans or advances pursuant to employee benefit plans; (5) a loan secured by the principal residence of an officer; or (6) a loan to pay relocation expenses of an officer.

ARTICLE X AMENDMENTS

Amendments to Bylaws: An amendment to the bylaws may be initiated by any State Committee or the Executive Committee, given a 75% or higher of the committee’s membership vote in support of it and at least seven (7) days' written notice is given of the intention to take such action at the meeting.

A. When a proposal for amendment is officially submitted, Each State Committee as well as the Executive Committee, will hold their own separate votes on whether or not to ratify a bylaw amendment. Five sevenths (5/7) of the committees must be in favor of ratifying the amendment, with each committee having a 75% majority or higher in favor of the ratification to be enacted.

2. Ballot initiatives: Ballot initiatives can be included in any general election, as long as at least three (3) days notice are provided of its inclusion. Any Committee member or administrator may request a ballot be added.

A. Ballot initiatives must receive a simple majority vote to be ratified. But can be vetoed by the Executive Committee, given 75% or higher of the committee’s membership vote in favor of a veto.