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Editor Paul Quin
Covenant of operation for the
New England Association on HIV Over Fifty, Inc.
I. Name
I.1 The name of this corporation, formed under the laws of the Commonwealth of Massachusetts, is the New England Association on HIV over Fifty, abbreviated as Neahof, hereafter called 'the Association'.
II. Board of Directors
II.1a. All business of the Association shall be conducted under the control of a Board of Directors.
b. The Board shall consist of no fewer than 5 nor more than 21 Directors.
c. The initial Board shall have 10 serving Directors. The Chair, upon deciding to expand the number of Directors, may, in writing to the Board in advance of any Annual Meeting, declare one or more additional Director positions vacant, up to the number of 21 total.
d. Directors are elected, upon nomination by the Chair, by a majority of Directors at any meeting at which a quorum is present, provided that the meeting agenda includes announcement of the intention to hold such an election.
e. Directors serve without pay.
II.2 At least one-third and not more than one-half of the Directors shall be HIV-infected.
II.3a. Directors shall commit to four-year terms, with half the initial number of Directors committing to three-year terms in order to split term expiration dates and ensure an appropriate number of experienced Directors at any time. When a Director's term expires, that seat shall be considered vacant.
b. The Board shall confirm each non-expired Director in office at the Annual Meeting every year, notwithstanding the date of expiration of the Director's commitment, in order to ensure that the Board continues active and engaged in the operations of the Association. If a Director is not confirmed, the seat is considered vacant.
c. Any Director may resign from the Board, at any date the Director may specify but not earlier than the date of the resignation letter, upon written petition to the Chair. The Chair may resign upon written petition to the Clerk of the Board.
II.4 Vacancies shall be filled by the Board, as soon as practical following the announcement of a vacancy, on the recommendation of the Chair. A Director succeeding to an unexpired term shall commit to serve until the expiration of that original Director's term.
II.5 Directors with consistently unexcused absence from regularly scheduled meetings may be dismissed and their seat declared vacant by a vote of half or more of the serving Directors, not including the Director under discussion. Such a vote may be taken at any regular or special meeting if the vote is scheduled in the agenda.
III. Officers
III.1a. The officers of the Board are Chair, Vice-chair, Clerk, Ombudsman, Treasurer and Co-treasurer.
b. The Chair and Vice-chair must be Directors; the other officers may be Directors or in other ways active in the Association. If a serving Chair or Vice-chair leaves or is removed from the Board, the office will be declared vacant.
c. Candidates for any office may be nominated in writing by any Director in advance of the meeting at which an election is to take place.
d. Officers are elected by the Board at the Annual Meeting, or at the meeting next after a vacancy in an office occurs.
III.2a. Officers serve a term of two years, with the Vice-chair, Ombudsman and Co-treasurer elected directly following the implementation of this covenant serving one-year terms in order to stagger elections.
b. Any officer may resign, at any date the officer may specify but not earlier than the date of the resignation letter, upon written petition to the Chair of the Board, or in the case of the Chair, to the Clerk.
c. A person elected to replace an officer who withdraws from office before completing the assigned term shall fill out the original term for that office.
III.3a. The Chair shall preside at all Board meetings, appoint committee members, and perform other duties associated with the office.
b. The Vice-chair shall assume the duties of the Chair in case of the Chair’s absence or inability to perform.
c. The Clerk shall fulfil the statutory duties of a Clerk of a Commonwealth Association, record the minutes of all meetings of the Board, keep all approved minutes in a minute book, and distribute copies of the minutes to all Directors in a timely fashion.
d. The Ombudsman shall represent the interests of the Association's broad constituency, as indicated by the adopted Mission statement, and shall assume the duties of the Clerk in case of the Clerk’s absence or inability to perform.
d. The Treasurer shall fulfil the statutory duties of a Treasurer of a Commonwealth Association, keep available for inspection all financial records, draft and maintain the Association budget and prepare financial reports as required.
e. The Co-treasurer shall assist the Treasurer in execution of duties, perform other such duties as the Board may, from time to time, request, and assume the duties of the Treasurer in case of the Treasurer’s absence or inability to perform.
IV. Committees
IV.1The Chair may propose and the Board confirm standing and ad hoc committees as needed. Members of such committees shall be appointed by the Chair.
V. Meetings
V.1 Regular meetings of the Board shall be held 6 times a year on the 2nd Tuesday of each even month, except as the Board itself shall otherwise provide.
V.2 Special meetings may be held when called for by the Chair or requested in writing to the Clerk by a majority of Board members.
V.3 The official Annual Meeting shall be the first regular Board meeting in each fiscal year.
V.4 Notice of any meeting, regular or special, must be sent by the Clerk to each Director at least 5 days in advance of the meeting. Delivery shall be presumed when posted by U.S. Mail to a Director's address, sent via eMail to the Director's address or communicated by voice or text message to the Director's communication device.
V.5 A meeting agenda shall be distributed to Directors at least 3 days in advance of any meeting, by any means allowed to give meeting notice.
VI. Voting
VI.1a. A majority of Directors constitutes a quorum.
b. In absence of a quorum, no formal action may be taken except to adjourn the meeting to a subsequent date.
VI.2 Any Director using a communications link that allows the Director to hear and participate in the proceedings of a meeting is considered to be present at that meeting in fact.
VI.3 Passage of any motion, including any election, requires a simple majority (one more than half the members present).
VI.4 A meeting agenda shall inform Directors of any vote that is scheduled to be taken at the meeting. No policy decision or election may be concluded unless a vote on the matter was announced in the advance agenda.
VI.5a. At any meeting of the Board, any Director entitled to vote may have any other Director in attendance at the meeting cast their vote, in a manner specified by the absent Director or at the discretion of the voting Director, by submitting a proxy in writing, by either the member or a duly authorized attorney-in-fact, and delivered, by any means used to send meeting notices except voice communication, to the Clerk prior to the meeting.
b. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.
VII. Conflict of Interest
VII.1a. Any Director who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to voluntarily excuse him/herself, vacate his seat and refrain from discussion and voting on the matter.
b. The Board may accept the Director's offer or, when the value of the Director's contribution to the discussion and decision on that matter is deemed more crucial than the threat of conflict, refuse to accept the offer and request the Director to remain and participate in the discussion and vote.
VIII. Fiscal Policies
VIII.1 The Association's fiscal year shall be the calendar year starting 1 January.
VIII.2 It is the sense of the Board, at a meeting 12 February 2011 at 23 Miner St, Boston, that the fiscal year be changed, if possible, to begin 1 October each year in order to coincide with both the cycle of Association conferences and the Federal grant cycle.
lX. Indemnification
IX.1 The Association shall, to the extent legally permissible, indemnify each person who may serve as a trustee, Director or officer of the Association. Details of the indemnification policy are on file with the Secretary of the Commonwealth.
X. Amendments
X.1 This covenant may be amended by a vote of one more than half the Directors present at any meeting, provided a quorum is present and provided a copy of the proposed changes is provided to Directors at least 5 days in advance of the meeting at which the vote is to be taken by any means allowed to give meeting notice.
I.1 The name of this corporation, formed under the laws of the Commonwealth of Massachusetts, is the New England Association on HIV over Fifty, abbreviated as Neahof, hereafter called 'the Association'.
II. Board of Directors
II.1a. All business of the Association shall be conducted under the control of a Board of Directors.
b. The Board shall consist of no fewer than 5 nor more than 21 Directors.
c. The initial Board shall have 10 serving Directors. The Chair, upon deciding to expand the number of Directors, may, in writing to the Board in advance of any Annual Meeting, declare one or more additional Director positions vacant, up to the number of 21 total.
d. Directors are elected, upon nomination by the Chair, by a majority of Directors at any meeting at which a quorum is present, provided that the meeting agenda includes announcement of the intention to hold such an election.
e. Directors serve without pay.
II.2 At least one-third and not more than one-half of the Directors shall be HIV-infected.
II.3a. Directors shall commit to four-year terms, with half the initial number of Directors committing to three-year terms in order to split term expiration dates and ensure an appropriate number of experienced Directors at any time. When a Director's term expires, that seat shall be considered vacant.
b. The Board shall confirm each non-expired Director in office at the Annual Meeting every year, notwithstanding the date of expiration of the Director's commitment, in order to ensure that the Board continues active and engaged in the operations of the Association. If a Director is not confirmed, the seat is considered vacant.
c. Any Director may resign from the Board, at any date the Director may specify but not earlier than the date of the resignation letter, upon written petition to the Chair. The Chair may resign upon written petition to the Clerk of the Board.
II.4 Vacancies shall be filled by the Board, as soon as practical following the announcement of a vacancy, on the recommendation of the Chair. A Director succeeding to an unexpired term shall commit to serve until the expiration of that original Director's term.
II.5 Directors with consistently unexcused absence from regularly scheduled meetings may be dismissed and their seat declared vacant by a vote of half or more of the serving Directors, not including the Director under discussion. Such a vote may be taken at any regular or special meeting if the vote is scheduled in the agenda.
III. Officers
III.1a. The officers of the Board are Chair, Vice-chair, Clerk, Ombudsman, Treasurer and Co-treasurer.
b. The Chair and Vice-chair must be Directors; the other officers may be Directors or in other ways active in the Association. If a serving Chair or Vice-chair leaves or is removed from the Board, the office will be declared vacant.
c. Candidates for any office may be nominated in writing by any Director in advance of the meeting at which an election is to take place.
d. Officers are elected by the Board at the Annual Meeting, or at the meeting next after a vacancy in an office occurs.
III.2a. Officers serve a term of two years, with the Vice-chair, Ombudsman and Co-treasurer elected directly following the implementation of this covenant serving one-year terms in order to stagger elections.
b. Any officer may resign, at any date the officer may specify but not earlier than the date of the resignation letter, upon written petition to the Chair of the Board, or in the case of the Chair, to the Clerk.
c. A person elected to replace an officer who withdraws from office before completing the assigned term shall fill out the original term for that office.
III.3a. The Chair shall preside at all Board meetings, appoint committee members, and perform other duties associated with the office.
b. The Vice-chair shall assume the duties of the Chair in case of the Chair’s absence or inability to perform.
c. The Clerk shall fulfil the statutory duties of a Clerk of a Commonwealth Association, record the minutes of all meetings of the Board, keep all approved minutes in a minute book, and distribute copies of the minutes to all Directors in a timely fashion.
d. The Ombudsman shall represent the interests of the Association's broad constituency, as indicated by the adopted Mission statement, and shall assume the duties of the Clerk in case of the Clerk’s absence or inability to perform.
d. The Treasurer shall fulfil the statutory duties of a Treasurer of a Commonwealth Association, keep available for inspection all financial records, draft and maintain the Association budget and prepare financial reports as required.
e. The Co-treasurer shall assist the Treasurer in execution of duties, perform other such duties as the Board may, from time to time, request, and assume the duties of the Treasurer in case of the Treasurer’s absence or inability to perform.
IV. Committees
IV.1The Chair may propose and the Board confirm standing and ad hoc committees as needed. Members of such committees shall be appointed by the Chair.
V. Meetings
V.1 Regular meetings of the Board shall be held 6 times a year on the 2nd Tuesday of each even month, except as the Board itself shall otherwise provide.
V.2 Special meetings may be held when called for by the Chair or requested in writing to the Clerk by a majority of Board members.
V.3 The official Annual Meeting shall be the first regular Board meeting in each fiscal year.
V.4 Notice of any meeting, regular or special, must be sent by the Clerk to each Director at least 5 days in advance of the meeting. Delivery shall be presumed when posted by U.S. Mail to a Director's address, sent via eMail to the Director's address or communicated by voice or text message to the Director's communication device.
V.5 A meeting agenda shall be distributed to Directors at least 3 days in advance of any meeting, by any means allowed to give meeting notice.
VI. Voting
VI.1a. A majority of Directors constitutes a quorum.
b. In absence of a quorum, no formal action may be taken except to adjourn the meeting to a subsequent date.
VI.2 Any Director using a communications link that allows the Director to hear and participate in the proceedings of a meeting is considered to be present at that meeting in fact.
VI.3 Passage of any motion, including any election, requires a simple majority (one more than half the members present).
VI.4 A meeting agenda shall inform Directors of any vote that is scheduled to be taken at the meeting. No policy decision or election may be concluded unless a vote on the matter was announced in the advance agenda.
VI.5a. At any meeting of the Board, any Director entitled to vote may have any other Director in attendance at the meeting cast their vote, in a manner specified by the absent Director or at the discretion of the voting Director, by submitting a proxy in writing, by either the member or a duly authorized attorney-in-fact, and delivered, by any means used to send meeting notices except voice communication, to the Clerk prior to the meeting.
b. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.
VII. Conflict of Interest
VII.1a. Any Director who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to voluntarily excuse him/herself, vacate his seat and refrain from discussion and voting on the matter.
b. The Board may accept the Director's offer or, when the value of the Director's contribution to the discussion and decision on that matter is deemed more crucial than the threat of conflict, refuse to accept the offer and request the Director to remain and participate in the discussion and vote.
VIII. Fiscal Policies
VIII.1 The Association's fiscal year shall be the calendar year starting 1 January.
VIII.2 It is the sense of the Board, at a meeting 12 February 2011 at 23 Miner St, Boston, that the fiscal year be changed, if possible, to begin 1 October each year in order to coincide with both the cycle of Association conferences and the Federal grant cycle.
lX. Indemnification
IX.1 The Association shall, to the extent legally permissible, indemnify each person who may serve as a trustee, Director or officer of the Association. Details of the indemnification policy are on file with the Secretary of the Commonwealth.
X. Amendments
X.1 This covenant may be amended by a vote of one more than half the Directors present at any meeting, provided a quorum is present and provided a copy of the proposed changes is provided to Directors at least 5 days in advance of the meeting at which the vote is to be taken by any means allowed to give meeting notice.