BY-LAWS

Daily Free Press Alumni Association
Approved on February 2, 2008 by the Daily Free Press Alumni Association Board of Directors

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Article I
Name, Purposes and Location

Section I. Name. The name by which the Corporation shall be known is “Daily Free Press Alumni Association” (which shall hereafter be referred to as the “Corporation” or “DFP Alumni Association”).

Section II. Purposes. The Corporation is an association affiliated with Back Bay Publishing Company, Inc. (which shall hereafter be referred to as the “Company”). The Company is a charitable organization incorporated under the laws of Massachusetts.

Section III. Location. The Corporation will share its principal offices with that of the Company. The Location may be changed, from time to time, with approval from the Corporation’s Board of Directors.

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Article II
Seal

The Corporation may choose to use a corporate seal in the future. This section will be amended as necessary.

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Article III
Membership

Section I. Membership. Membership shall be available to:

a. Any former editor, writer, photographer, advertising representative or business staff member of The Daily Free Press; any former trustee of Back Bay Publishing.

b. Others who have expertise in a particular field with which the Corporation requires assistance.

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Article IV
Board of Directors

Section I. Definitions.

a. “The Board” The Board of Directors of the DFP Alumni Association, herein referred to as “The Board,” shall assist the Back Bay Publishing Company, Inc. and the organization’s mission.

b. “The Director” The Board shall consist of at least five, but no more than 13, members, herein referred to as “Directors”

Section II. Rights and Duties of Directors. Each Director shall have a duty to attend all regular and special meetings of the Corporation. Each Director, on becoming such, agrees to be bound by the By-Laws of this Corporation, which may be amended from time to time. Each Director has the right to one (1) vote on all matters at a meeting in which they are in attendance. Directors may vote by proxy. The right of a Director to vote and all of his or her rights, title and interest in or to the Corporation shall cease upon termination of their term as Director.

Section III. Resignation. A Director may resign at any time by presenting a letter in writing to the Corporation stating their desire to resign and any reason they wish to give. The resignation will be effective as of the date of the letter if not otherwise specified.

Section IV. Inactive status. A Director may be placed on inactive status at any time by presenting a letter in writing to the Corporation stating their desire to be place on inactive status and any reason they wish to give. The status will be effective as of the date of the letter, if not otherwise specified. A simply majority vote of the Board of Directors can grant any Director inactive status. That Director is no longer required to attend all regular and special meetings of the corporation, and that Director loses his or her privilege to vote. He or she does not count as a member of the board in determining quorum or board makeup. Board members on inactive status may continue to review financial documents and all Corporation documents.

Provided the Corporation’s Board of Directors is not at capacity, an inactive Director may return to active status within one year simply by resubmitting a letter to the Corporation expressing his or her interest in returning to active status. If the Director has been inactive for longer than a year, the Director may return to active status with an affirmative vote of a simple majority of the Board of Directors.

Section V. Removal and Reinstatement. The Board of Directors may censure, suspend, make inactive or remove any Director for cause after giving such member an opportunity to have a hearing. Censure, suspension or removal shall require an affirmative vote of a two-thirds majority of all the members of the Board of Directors. Suspended Directors may be reinstated at any time with a two-thirds vote of the Board of Directors. Members who have been removed from the board are eligible for reinstatement after six (6) months. Procedures for reinstatement follow normal election procedures.

Section VI. Powers. The Board of Directors shall exercise all the powers of the Corporation except as otherwise required by law or by these By-Laws. The Board shall have the following powers, enumerated below and delineated elsewhere within these By-Laws. These powers are to be executed in compliance with all applicable law and in accordance with these By-Laws.

a. Board of Directors Powers. The Directors, as a board, may, except as enumerated elsewhere in these By-Laws:

i. Make non-binding recommendations to Back Bay Publishing Company, Inc. about non-editorial matters.

ii. Appoint and remove members of the Board of Directors, including officers, as they see fit.

iii. Appoint one member of the Board of Directors to serve as a member of the Board of Trustees of Back Bay Publishing Company, Inc. contingent to the approval of the Board of Trustees. The individual will serve a one-year term; the individual may not serve consecutive terms.

iv. Review the financial planning, financial reports, budgets, books, minutes and board votes of Back Bay Publishing Company, Inc.

v. Create standing subcommittees of the Corporation and name chairmen or chairwomen to lead these subcommittees.

vi. Amend or alter these By-Laws by a two-thirds vote.

b. Individual Powers. Individual Board of Directors members may:

i. Cast one (1) vote on each topic before the board, provided they are present at a meeting or vote by proxy.

ii. Inspect any and all documents relating to the fiscal state and economic policies of the Corporation or Back Bay Publishing Company, Inc.

iii. Attend any meeting of Back Bay Publishing Company Inc.

iv. Add a topic to the agenda of a meeting

v. Nominate a person for membership on the Board of Directors.

vi. Request the Board of Directors vote by secret ballot.

Section VII. Committees of Directors.

a. Subsection a intentionally left blank at this time to allow for future amending of the bylaws to add an Executive Committee should the need arise.

b. Finance Committee. The Board of Directors shall appoint annually a Finance Committee consisting of at least three directors. The Finance Committee shall monitor and review the preparation of the Corporation’s budget.

c. The Board of Directors, by a majority vote, may create standing committees of the Corporation. The committees must consist of at least two Directors and as many members of the DFP Alumni Association as the Corporation sees fit.

d. The Board of Directors, by a majority vote, may create ad hoc committees of the Corporation. The committees must consist of at least two Directors and as many members of the DFP Alumni Association as the Corporation sees fit. Ad hoc committees are dissolved at the end of each fiscal year unless a majority vote of the Board of Trustees agrees to extend the committee for an additional year.

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Article V
Meetings

Section I. Meetings of the Board of Directors. Meetings of the Board of Directors will be called at the discretion of the Board chairman, Board treasurer or any three members of the Board of Directors. All members must be notified by e-mail or telephone 48 hours in advance of any meeting. While there are no set dates for meetings, the Corporation must hold at least one meeting per quarter. Quarters are defined as January – March; April – June; July – September; October – December.

Section II. Annual Meeting. The Annual Meeting of the Corporation will be held on the first Saturday of December. At this meeting, the Corporation will select officers for the coming year. The Corporation will also determine the necessity of its ad hoc committees and, if appropriate, authorize them for another calendar year.

Section III. Acting Without Meeting. Any action required or permitted to be taken at any meeting of the members may be taken without a meeting if all members entitled to vote on the matter consent to the action by a writing or writings, filed with the record of the meetings of the members. Such consent shall be treated for all purposes as a vote at a meeting.

Section IV. Quorum of the Board of Directors. At any meeting of the Board of Directors, at least half of the Directors then in office must be present, either in-person or via electronic means, to hold an official meeting. While members may vote by proxy, they are not considered in attendance by proxy.

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Article VI
Officers

Section I. Officers. The officers shall be a Chairman, a Vice Chairman, a Treasurer, a Secretary, an Alumni Association Liaison and a Webmaster. The Corporation can also elect an Assistant Secretary or Assistant Treasurer, should they so choose. All officers must be Directors of the Corporation. Subject to these by-laws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office, and such duties and powers as the Board of Directors, from time to time, shall designate.

Section II. Election. Members of the Board of Directors should fill all vacant positions at their Annual Meeting for the upcoming calendar year. If a position is vacant, any Director is eligible to fill the position. A Director may be nominated for a vacant position and that nomination must be seconded. After a nomination and a second, a simple majority vote of the Board of Directors is necessary for election.

Section III. Terms. Those members of the Board of Directors with officer positions will have one-year terms from January 1 to December 31. All terms expire on December 31, regardless if the officer has served a full or partial term.

Section IV. Chairman. The chairman shall be the chief executive officer of the Corporation. Except as otherwise voted by the Board of Directors, he shall preside at all meetings of the members and of the Board of Directors at which he is present. The chairman should be named a signatory on any and all of the Corporation’s bank accounts.

Section V. Vice Chairman. The vice chairman shall have duties and powers as shall be designated from time to time by the Board of Directors or by the Chairman and in any case shall be responsible to and shall report to the Chairman. In the absence or disability of the Chairman, the Vice Chairman, or other officer as determined by the Board of Directors, shall have the powers and duties of the Chairman.

Section VI. Treasurer. Subject to the direction and under the supervision of the Board of Directors, the Treasurer shall have general charge of the financial concerns of the Corporation and the care and custody of the funds and valuable papers of the Corporation. The Treasurer shall keep, or cause to be kept, accurate books of account, which shall be the property of the Corporation. He or she shall provide quarterly statements to the Board of Directors regarding the financial health of the Corporation. He or she shall communicate with the Treasurer of Back Bay Publishing, Inc. to obtain all financial statements and financial reports. He or she shall, with permission from the Board of Trustees of Back Bay Publishing Inc., attend the budget planning meeting of Back Bay Publishing to observe. The Treasurer may ask for the Corporation to appoint an Assistant Treasurer to assist him or her with the organization’s finances. The Treasurer should be named a signatory on any and all of the Corporation’s bank accounts.

Section VII. Assistant Treasurer. The Assistant Treasurer position remains unfilled unless at the request of the Board of Directors or the Treasurer. The Assistant Treasurer’s duties are limited to those duties of the Treasurer that the Board of Directors chooses to bestow upon him or her. The Assistant Treasurer should be named a signatory on any and all of the Corporation’s bank accounts.

Section VIII. Secretary. The Secretary shall record all votes of the members of the Board of Directors of the Corporation in writing. The Secretary shall also attend and keep accurate of all meetings of the members of the Board of Directors, and in his or her absence, a Temporary Clerk shall be chosen, who shall record the proceedings of such meetings.

Section IX. Assistant Secretary. The Assistant Secretary position remains unfilled unless at the request of the Board of Directors or the Secretary. The Assistant Secretary’s duties are limited to those duties of the Secretary that the Board of Directors chooses to bestow upon him or her.

Section X. Alumni Association Liaison. The Alumni Association Liaison shall attend all meetings of Back Bay Publishing, Inc. and report to the Corporation on the day-to-day business of Back Bay Publishing. A simple majority of the Board of Trustees of Back Bay Publishing have final approval the Corporation’s selection of the Liaison at their last meeting in December or their first meeting in January. A simple majority of the Board of Trustees can ratify the Corporation’s selection of an Alumni Association Liaison.

Section XI. Webmaster. The Webmaster will work with the Board of Directors to create, design and maintain the webpage for the DFP Alumni Association. The Webmaster has all authority to make changes as he or she sees fit. The Webmaster should provide detailed statistics on web traffic and changes to the webpage on a quarterly basis to members of the Board of Directors.

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Article VII
Vacancies and Compensation

Section I. Vacancies. If the office of any Director or of any other officer becomes vacant by reason of death, resignation, removal disqualification, inactive status or otherwise, it may be filled by a vote of a majority of the Directors then remaining in office. An appointee filling a vacancy shall hold the office for the remainder of the unexpired term.

Section II. Temporary Appointments. In case of the temporary absence or disability of any officer of the Corporation, the Board of Directors may appoint some other person to exercise, for the time being, the powers and perform the duties of such officer, and the authority of such person shall continue until the duties are revoked by the Board of Directors.

Section III. Compensation. Directors and officers shall not receive compensation for their services as Director and officers, respectively, unless authorized by a vote of the Board of Directors. They shall be entitled to be reimbursed, as determined by a vote of the other Directors, for their reasonable and necessary out-of-pocket expenses incurred while rendering necessary services to or for the Corporation. Directors should discuss a potential expense with either the Chairman or Treasurer and get a recommendation on if the expense would be reimbursed.

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Article VIII
Fiscal Year

Section I. Fiscal Year. The Fiscal Year of the Corporation shall be from the first day of January through the last day of December in each year.

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Article IX
Amendments

Section I. Amendments. These by-laws, except so far as they embody requirements of the laws of the Commonwealth of Massachusetts, or provisions of the Articles of Organization, may, except as otherwise prescribed by said laws or provisions, be altered, amended or repealed at any annual or special meeting of the Board of Directors by a two-thirds vote of the Directors entitled to vote at said meeting provided notice of the meeting specifies the subject matter of the proposed alteration, amendment or repeal of the Articles of these by-laws to be affected thereby.

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Article X
Personal Liability

Section I. Personal Liability. The members, directors and officers of the Corporation shall not be personally responsible for any debt, liability or obligation of the Corporation. All persons, corporations or other such entities extending credit to, contracting with or having any claim against the Corporation may only look to the funds and property of the Corporation for the payment of any such contract or claim, for the payment of any debt, damages, judgment or decree of any money that may otherwise become due or payable to them from the Corporation.

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Article XI
Distribution of Assets on Dissolution

Section I. Distribution of Assets on Dissolution. The Board of Directors may, by a majority vote of its members in office, upon determining that the affairs of the Corporation should be closed, may dissolve the Corporation. Any and all funds, accounts, property and holdings of the Corporation at that time should be donated to Back Bay Publishing, Inc.

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