BYLAWS OF the Newburyport Film Festival, Inc.

Commonwealth of Massachusetts

 

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BACKGROUND:

The name of this non-profit organization: Newburyport Film Festival, Inc. (aka

Newburyport Documentary Film Festival, NBPTDocuFest or NDFF). This organization is

organized in accordance with the General Law of the Commonwealth of Massachusetts,

Title XXII, Chapter 180, as amended. The organization has not been formed for the

purposes of making profit or obtaining personal financial gain. The assets and income of

this organization shall not be distributed to or for the benefit of the trustees, directors, or

any other officers. The assets and income shall only be used to promote non-profit

purposes as described below. Nothing contained herein shall be deemed to prohibit the

payment of a modest and reasonable compensation to employees and contractors for

services provided for the benefit of the organization. This organization shall not carry on

any activities not permitted to be carried out by a non-profit organization exempt from

federal income tax. The organization shall not endorse any candidate or contribute to or

work for or otherwise support or oppose any candidate for public office. This

organization has been created exclusively for purposes subsequent to section 501(c)(3)

of the Internal Revenue Code.

 

 

PURPOSE:

We are the ‘filmmakers' film festival. Our objective is to present thought-provoking, high-

caliber and entertaining documentary film to the vibrant cultural community of greater

Newburyport. We bring the world to the Clipper City by curating the best of documentary

film. With each showcase, we encourage meaningful interaction with our neighbors

about social issues, current and historic events, and sometimes the sheer delight of life

on planet Earth. Many of our film screenings are enhanced by intimate discussions with

relevant experts and, whenever possible, the filmmakers themselves, providing our

audiences with a unique immersive experience.

 

ARTICLE I. MEETINGS

Annual Meetings. An annual meeting shall be held once every calendar year for the

purposes of electing officers, directors and transaction of such other business as

may properly come before the meeting. The annual meeting shall be held at the time

and place designated by the Board of Directors and shall be open to all officers,

directors and committee members. Unless it falls on a holiday or otherwise is

designated by the Board of Directors via written notice, the officers/directors shall

meet for their annual meeting on the first Monday in February each year. If this date

falls on a holiday, the Board shall select an alternate date and send an electronic notice

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at least two weeks in advance of the meeting. The quorum will be determined when

full membership is established.

The following orders of business shall be addressed during the annual meeting

unless decided otherwise by the Board of Directors via written notice:

• Election of new directors

• Reviewing the annual report

• Reconciling the balance sheet

• Any other transaction of such other business as may be properly brought

before the meeting.

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Regular Meetings. Regular meetings shall be held monthly in order to address ongoing

operations which fall under the purview of BOD members. Regular meetings are held on

the first Monday of the month and may be suspended as determined by the Executive

Director a minimum of 48 hours in advance.

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Special Meetings. Special meetings may be requested by the Board of Directors. A

special meeting of members is not required to be held at a geographic location if the

meeting is held by means of teleconference or another form of electronic

communications in a manner pursuant to which all members have the chance to

read and/or hear the proceedings substantially concurrent with the occurrence of the

proceedings, raise points on matters submitted to the members, pose questions, and

make comments.

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Notice. The following amount of written notice of all regular meetings shall be provided

under this section or as otherwise required by law: one month. The following amount of

written notice of special meetings shall be provided under this section or as otherwise

required by law: 48 hours. The notice shall include the date, hour, and location of the

meeting and, if for a special meeting, the purpose of the meeting; no other business shall be

covered. Such notice shall be deemed effective when sent by ordinary U.S. mail, properly

addressed, with paid postage or by electronic mail with return receipt requested.

Quorum. A quorum of the Directors shall be the following: 66.6% In the absence of

a quorum, a majority of the directors may delay and reschedule the meeting to

another time without further notice. If a quorum is represented at a rescheduled

meeting, any business may be transacted that might have been transacted at the

meeting as originally scheduled. The directors present at a meeting represented by

a quorum may continue to transact business until adjournment, even if the

withdrawal of some directors results in a representation of less than a quorum.

 

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ARTICLE II. BOARD OF DIRECTORS and OFFICERS

All members of the Board shall be identified as “directors”.

Role of Directors. The Board of Directors shall be responsible for having the

authority of managing the affairs of the Nonprofit directly and/or by delegation. The

Board of Directors is not compensated.

Number of Directors. The organization shall be managed by a Board of Directors

consisting of 5-11 directors, three of whom are also officers. The remaining members

will serve as At-Large Directors (voting). There may be an Advisory Director (non-

voting). Two or more offices may be held by one person.

 

Number of Officers. The Officers of the organization shall be as follows: an

Executive Director; a Secretary, and a Treasurer. Two or more offices may be held

by one person. The Executive Director may not concurrently serve in another

position.

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Officer Roles. The Officers shall have the following responsibilities in their roles:

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Executive Director -- The Executive Director shall develop agendas and preside

over all meetings of the Board of Directors, sign all corporate documents unless

they delegate that responsibility to another Officer, and direct the process of the

creation and implementation of resolutions.

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Secretary -- The Secretary shall provide notice of any and all meetings to the

Board of Directors, keep an updated list of the membership of the Board of

Directors, keep and organize minutes for all regular and special meetings, and

certify and arrange the official records of the organization.

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Treasurer -- The Treasurer shall be responsible for conducting the

organization's financial affairs as directed by the Board of Directors and shall

prepare and present reports regarding the organization’s finances as required,

but no less often than at the annual meeting of the Board of Directors. The

Treasurer will have signature authority as does the Executive Director.

Election and Term of Office. There will be a call for nominations each year in

November to all officers, directors, committee members, and volunteer members. At

closure of the nomination process, the current BOD will deliberate and create a new

slate of officers/directors to be voted on at the Annual Meeting. The new slate shall

be presented for a majority vote at the annual meeting. Each officer/director shall

serve a three year term with the ability to run again when the term expires, or until

and unless a successor has been elected and qualified.

 

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Timeline:

• November: the BOD establishes a volunteer base to participate in the

process.

• November: call for nominations to the volunteer base.

• December 31st: Nominations are closed. The BOD (acting as a nominating

committee) creates a slate of officers and presents it to the BOD, Steering

Committee, and select volunteers for vote on the slate of officers at the

Annual Meeting.

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Quorum. A quorum of the Directors shall be the following: 66.6%.

Regular Meetings. After their election, the Board of Directors shall commence

monthly, operational meetings for the purpose of electing its new officers, appointing

new committee chairpersons, and for transacting such other business as may be

deemed appropriate. The Board of Directors may cancel, by resolution, regular

meetings without notice other than the notice provided by the resolution.

Special Meetings. Special meetings may be requested by any member of the Board

of Directors.

A special meeting may be requested by providing 48 hours written notice by United

States mail or electronic mail with return receipt requested, effective when sent.

Minutes of the meeting shall be sent to the Board of Directors within 48 hours after

the meeting. A special meeting of members is not required to be held at a

geographic location if the meeting is held by means of the internet or other electronic

communication in a manner pursuant to which all members have the opportunity to

read and/or hear the proceedings substantially concurrent with the occurrence of the

proceedings, note on matters submitted to the members, pose questions, and make

comments.

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Procedures. The vote of a majority of the Directors present at a properly called

meeting as dictated by these Bylaws at which a quorum is present shall be the act of

the Board of Directors unless the vote of a greater number is required by law or by

these Bylaws for a particular resolution. A Director of the organization who is present

at a meeting of the Board of Directors at which action on any matter before the BOD

is taken shall be presumed to have assented to the action taken unless their dissent

shall be entered in the minutes of the meeting.

 

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The Board shall keep written minutes of its proceedings as long as the content is

material (generally three years). The minutes will include, at the least, names of all

members present, resolutions proposed and voted upon, and any Director

abstentions or objections to resolutions.

Parliamentary procedure will be employed using “Robert’s Rules of Order”.

Vacancies and Removals. A Director shall be subjected to removal, with or without

cause, at a meeting called for that purpose. Any vacancy that occurs on the Board of

Directors, whether by death, resignation, removal, or any other reason, may be filled

by a majority vote of the remaining Directors. A Director elected to fill a vacancy shall

serve the remaining term of their predecessor or until a successor has been elected

and qualified. If all Directors resign or are removed, any Officer shall hold a special

meeting for the purpose of electing a new Director or Board of Directors. If this does

not occur, the Newburyport Documentary Film Festival is to be dissolved (see Article

V).

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Resignation. If a Director wishes to resign from their directorial position, they shall

do so in the following manner:

• Two months written notice shall be provided allowing time to solicit nominations.

• A special meeting will be scheduled to confirm a replacement.

Committees. To the extent permitted by Massachusetts law, the Board of Directors

may appoint from its members a committee or committees, temporary or permanent,

and designate the duties, powers, and authorities of such committees. The

committees shall have a specific purpose and the Board of Directors, in creating a

committee, shall outline the parameters of the committee, including, but not limited

to, meetings, notice, quorum requirements, and all other pertinent procedures.

 

ARTICLE III. TRANSPARENCY AND ACCOUNTABILITY

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Budget. The Board should assure that a realistic annual budget is set and that it is

developed early enough that the entire board can be involved in its review and

approval at the beginning of the fiscal year.

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Accounting. The Board should assure that the NDFF has adequate internal

accounting systems and controls, and should consider requiring Board action on

large or especially significant contracts or grants, and on all transactions involving

real estate, borrowing, or sale/disposal of large assets. Board members should

expect the treasurer to produce income/expense statement, balance sheets and/or

budget status reports as required.

 

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Spending Guidelines

 

Financial Filings. Upon request, the NDFF commits to providing copies of the most

recently filed annual information returns (IRS Form 990) and the organization's application

for tax-exemption correspondence between the organization and the IRS related to the

application.

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Documentation Retention. Foundational documentation (Bylaws, Mission Statements,

etc.) is kept as permanent records being amended over time as required. The reporting of

our BOD will be retained for as long as the contents are material (generally three years)

consistent with Massachusetts Non-profit requirements (830 CMR 62C.25.1).

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Documentation Disposition. Informal documentation can be scrapped and recycled.

Formal documentation (policy and contract documentation, grant proposals, budget and

financial statements) shall be shredded; deleted if electronic.

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Relationships. The NDFF utilizes practices that demonstrate accountability and respect

for donors (thank-you notes, donation visibility when as requested, etc.).

Before committing to spend money via signing a vendor contract,

submitting an invoice, or proceeding with payment via credit card:

Spending Threshold Action

< $100 Contact treasurer if you have any questions; otherwise, proceed with

spending.

 

$100 to <$500 Discuss (phone, text, email) with treasurer the nature of the expense and

amount to confirm spending is planned within budget.

 

$500 and greater Discuss (phone, text, email) with treasurer the nature of the expense and

amount to confirm spending is planned within budget.

Seek BOD approval even if within the approved budget.

 

Executive Director -

unplanned discretionary spending

Discuss (phone, text or email) with treasurer the nature of the expense, the

rationale for spending.

The Executive Directors can commit to a maximum of $250 in unbudgeted

discretionary spending no more than four times within the fiscal year,

Without seeking be BOD approval.

 

After spending is committed:

Spending threshold Action

All amounts Submit invoice to treasurer for check payment; provide any related

documentation.

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If an NDFF credit card purchase or a personal reimbursable expense,

provide treasurer with all receipts and any related documentation.

 

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Conflict of Interest.

The NDFF directors, officers and volunteers must recuse themselves when they

have a conflict of interest regarding a transaction over which they have authority on

behalf of the NDFF and are intent on preventing any business agents or volunteers

from advancing their own personal interests with or against the interests of the

NDFF.

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Procedure.

• When an actual conflict of interest is found, any transactions that may have been

affected will be reviewed retroactively and affected parties both within and outside

the NDFF will be notified.

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• As all conflicts of interest will be reviewed on a case-by-case basis, a review may

result in disciplinary action. The Board of Directors has full discretion to deem

what disciplinary action is both fitting and necessary, including removal from any

NDFF position.

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Whistleblower Policy.

The NDFF Requires directors, officers and volunteers to observe high standards of business

and personal ethics in the conduct of their duties and responsibilities and comply with all

applicable laws and regulations.

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Reporting responsibility: This Whistleblower Policy is intended to enable board members

and volunteers to raise serious concerns internally so that the NDFF can address

inappropriate conduct. It is the responsibility of all board members, officers, and volunteers

to report concerns about violations of the NDFF’s code of ethics or suspected violations of

law or regulations that govern the NDFF’s operations.

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No Retaliation: It is contrary to the values of the NDFF for anyone to retaliate against any

board member or volunteer who in good faith reports an ethics violation, or a suspected

violation of law.

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Reporting Procedure: The NDFF has an open door policy and suggests that volunteers

share their questions, concerns, suggestions or complaints in writing with the identified

Compliance Officer.

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Compliance Officer: The NDFF’s Compliance Officer is responsible for ensuring that all

complaints about unethical or illegal conduct are investigated and resolved. The

Compliance Officer will advise the Board of Directors of all complaints and their resolution.

Accounting and Auditing Matters: The NDFF’s Compliance Officer shall immediately

notify the Board of Directors of any concerns or complaints regarding corporate accounting

practices, internal controls or auditing and work with the committee until the matter is

resolved.

 

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Confidentiality: Violations or suspected violations may be submitted on a confidential

basis by the complainant. Reports of violations or suspected violations will be kept

confidential to the extent possible, consistent with the need to conduct an adequate

investigation.

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Handling of Reported Violations: The NDFF’s Compliance Officer will notify the person

who submitted a complaint and acknowledge receipt of the reported violation or suspected

violation. All reports will be promptly investigated and appropriate corrective action will be

taken if warranted by the investigation.

Compliance Officer: The Compliance Officer may be a board member, the Executive

Director, or a third party designated by the organization to receive, investigate and respond

to complaints.

 

ARTICLE IV. AMENDING BYLAWS

Amendment Procedure. The Bylaws may be amended, altered, or repealed by the

Board of Directors by a majority of a quorum vote at any regular or special meeting.

The full text of the proposed change shall be distributed to all board members at

least fourteen (14) days before the meeting where the change is to be voted on.

 

ARTICLE V. DISSOLUTION

Dissolution Procedure. The organization may be dissolved only with the

authorization of the Board of Directors given a special meeting called for that

express purpose and with the subsequent approval of a supermajority (2/3rds) vote

of the members.

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Liabilities. All liabilities and obligations shall be paid, satisfied, and discharged, or

adequate provisions shall be made, therefore.

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Distribution of Assets. Assets not held upon a condition requiring return, transfer,

or conveyance to any other organization or individual shall be distributed,

transferred, or conveyed, in trust or otherwise, to a charitable and educational

organization, organized under Section 501(c)(3) of the Internal Revenue Code of

1986, as amended, of a similar or like nature to this organization, as determined by

the Board of Directors.

 

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CERTIFICATION

 

I, ______________________, Executive Director of Newburyport Documentary Film

 

Festival certify that the foregoing is a true and correct copy of the Bylaws of the above-

named organization, duly adopted by the Initial Board of Directors on ______________.

 

_________________________________

Executive Director

 

I, _______________________, Secretary of Newburyport Documentary Film Festival

certify that the foregoing is a true and correct copy of the Bylaws of the above-named

organization, duly adopted by the Initial Board of Directors on ______________.

 

_________________________________