Governance

As a non-for-profit organization, MCN is committed to maintaining a set of governing documents that essentially inform its directors, officers and staff how to properly run the organization. Though we try to amend the By-Laws only exceptionally, we review our governance guidelines annually, as well as other internal policies, such as Conflict of Interest Policy, Financial Guidelines, and Funding Reserve Policy.

MCN By-Laws

Amended by vote of the MCN Board of Directors on November 8, 2023. By-Laws are best kept very general, as are these, except in regard to certain details of governance. This gives a board the flexibility to govern in an effective and agile way.

Article I: Membership

Section 1. Members.
The membership of the Corporation shall consist of each person, corporation,  non-profit, or other institution electing to join the organization with such  qualifications and procedures as may be established by the Board of Directors.

Section 2. Classes of Membership.
The Board of Directors shall have the power to classify members into different  classes and to establish the qualifications, voting rights, privileges, dues, and  initiation fees of each class. Membership classes may include classes for members  of such international chapters of the Corporation as the Board of Directors may  from time to time choose to establish and preserve until the Board of Directors  chooses to dissolve such chapters, and for members of organizations to which the  Board of Directors chooses to grant affiliate status.

Section 3. Resignations.
Any member may resign at any time by delivering a written resignation to the  Corporation. The acceptance of any such resignation, unless required by the terms thereof, shall not be necessary to make the same effective.

Section 4. Term of Membership.
The membership term shall be one year for all members unless otherwise  ordered by the Board of Directors. Membership shall terminate upon death, resignation, expulsion, liquidation, or dissolution of a member, or upon failure by a member to pay dues, subscriptions, fees, or assessments ninety days after  the due date thereof.

Section 5. Dues.
Dues, subscriptions, fees, and assessments for each class of membership shall be  payable in such amounts and on such terms and conditions as the Board of Directors shall from time to time determine.

Article II. Meetings of Members.

Section 1. Annual Meeting.
A meeting of the members of the Corporation shall be held annually on such date as shall be fixed by the Board of Directors, and at such place as the Board of Directors shall designate, for the announcement of newly appointed Directors and Officers, for receiving annual reports of the Board of Directors and Officers, and the Executive Director, and for the transaction of any other business as may come before the meeting.

Section 2. Special Meetings.
Special Meetings of members of the Corporation may be called at any time by the  direction of the Board of Directors or by the President, and shall be called at any time by the President upon the written request of a majority of the total number  of members of the Corporation. Each such Special Meeting shall be held at such place within or without the State of New York, and on such date and at such  time, and for such purposes, as shall be specified in the notice thereof. 

Section 3. Voting.
At each meeting of members of the Corporation, each voting member present and in good standing at the time of the meeting shall be entitled to one vote. 

Section 4. Quorum.
A quorum for the transaction of business at any meeting of members of the  Corporation shall consist of twenty voting members present in person. If the number of such members necessary to constitute a quorum shall fail to attend,  the members present may adjourn the meeting until the number of members  requisite to constitute a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called.

Section 5. Notice of Meetings.
Written notice, stating the time and place of each meeting of members of the  Corporation and the general nature of the business to be considered thereat, shall be emailed to each member of the Corporation at their email address appearing on its books, at least thirty days before any Annual Meeting and at least seven days before any Special Meeting of the members of the Corporation. 

Article III. Board of Directors.

Section 1. Election.

(a) Number and Term. The Board shall have no fewer than twelve (12) nor greater than fifteen (15) Directors as shall be determined by the Board from time to time. Directors’ terms of office shall be three (3) years from the last day of the annual meeting or November 1, whichever is the later date, of the year they are elected. To the extent feasible and at the discretion of the Board, the Directors shall be divided as equally as practicable into three (3) classes so that the terms of approximately one-third of the Directors expire annually. Directors may serve a maximum of two (2) terms (whether or not they are consecutive).
(b) Nomination. No later than June 1 of each year, the Board shall appoint a Nominating Committee consisting of the President, the Vice-President, a Director in their first year on the Board, and a Director in their second or later year on the Board. No later than September 1 of each year, having identified prospective candidates, communicated to all Members regarding the skills, knowledge, and expertise being sought, and solicited suggestions for nominees, the Nominating Committee shall propose to the Board a slate of candidates which it feels best meet the needs of the Board.
(c) Board Action. No later than October 1 of each year, at a regular meeting of the Board called for the purpose of electing Directors, the Board shall elect, from among the nominees, individuals to fill any directorship positions that are then open or will become open on the last day of the annual meeting or November 1, whichever is the later date. Election to the Board shall require a two-thirds vote of the Directors then in office.

Section 2. Quorum and Voting.
Six (6) directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Each Director shall be entitled to one vote on any matter submitted to a vote of the Board. Unless otherwise provided herein, all matters before the Directors, including the election of Officers, shall be decided by a majority vote of the Directors present at a meeting at which a quorum exists.

Section 3. Meetings.
A regular meeting of the Board of Directors shall take place in November of each year. Except as otherwise provided by the laws of the State of New York, meetings of the Board of Directors may be held without notice on such regular day or date as may be from time to time determined and established by the Board of Directors, and at any other times upon not less than forty-eight hours notice. Meetings shall be held at such place within or without the State of New York as the Board of  Directors shall from time to time determine. Meetings also may be conducted in whole or in part, as the Board of Directors shall from time to time determine, by telephone conference call or by other electronic means such as an email distribution list. 

Section 4. Powers.
Subject to the provisions of law and the Certificate of Incorporation, and in furtherance but not in limitation of any rights thereby conferred, the Board of Directors shall have the general management and control of the business and affairs of the Corporation and shall exercise all of the powers that may be exercised or performed by the Corporation. Without limitation upon the foregoing, the Board of Directors shall have the power to employ and to compensate in such amounts as shall seem desirable executive employees, agents, representatives, accountants, and counsel for the Corporation. 

Section 5. Removal.
Any Director may be removed from office, with or without cause, at any meeting of Members by the vote of two-thirds of the Members present or, at any meeting of the Board of Directors, by the vote of two-thirds of the total number of Directors then in office, provided that notice of such proposed action shall have been given to the members or Directors thirty (30) days in advance of the meeting.

Section 6. Vacancies.
If at any time there shall be a vacancy or vacancies on the Board of Directors,  whether by reason of death or resignation or removal, the remaining Director(s) in office, by a two-thirds vote, may fill such vacancy or vacancies at any meeting of the Board of Directors. Each director so appointed shall hold office until the next annual Board of Directors meeting. An individual so appointed need not have been nominated previously. 

Section 7. Executive Committee.
The Board of Directors may, at any meeting thereof, appoint an Executive Committee consisting of  three or more Directors, which between meetings of the Board shall have and shall exercise such powers of the Board of Directors as the Board may specifically authorize. The Executive Committee shall keep minutes of its meetings, which shall be distributed to all members of the Board of Directors, and at each meeting of the Board of Directors shall make a report of any actions which it may have taken since the prior meeting of the Board of Directors. 

Section 8. Other Committees.
The Board of Directors may, at any meeting thereof, appoint such other committees as shall seem desirable. Such committees shall serve at the  pleasure of the Board of Directors and shall have such terms and duties as may  be designated and prescribed by the Board of Directors. 

Article IV. Officers.

Section 1. Election of Officers.

At each November Board meeting, the Board shall elect from among its members a President, Vice-President, Secretary, and Treasurer. All such Officers shall begin their terms of office from the last day of the annual meeting or November 1, whichever is the later date, of the year of their election. All such officers shall serve until the later of one year from such date or until their successor is elected. The Board may also elect such other Officers as it may deem appropriate. One person may hold any two or more offices other than President and Vice-President. Any Officer may be removed from their office by the Board with or without cause. Any Officer may resign by written notice to the other Officers, such resignation to be effective upon receipt of such notice by the other Officers or at such other time as may be specified in the notice. In the event of a vacancy in the office of President, Vice-President, Secretary, or Treasurer because of death, resignation, removal, disqualification or otherwise, the Board shall elect a Director to that office no later than its next regular Board meeting, by majority vote of the Directors, a quorum being present. In the event that Officers are not Directors, said Officer or Officers shall serve as an additional Director or Directors ex officio. A person may hold a position as an Officer for no more than two terms (whether or not they are consecutive and regardless of the position(s) held).

Section 2. Powers and Duties.

Each of the Officers of the Corporation shall have the usual powers and duties of  their office and such additional powers and duties as shall from time to time be determined by the Board of Directors.

(a) President: The President shall be the principal executive officer of the Corporation and, subject to the direction of the Board, shall administer all of the business and affairs of the Corporation. The President shall preside at all meetings of the Board or shall appoint another officer to do so. The President shall be an ex-officio member of all committees. The President shall execute any deeds, mortgages, bonds, contracts or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof is expressly delegated by the Board or these by-laws to some other officer or agent of the Corporation, or is required by law to be otherwise signed or executed. 

(b) Vice-President: In the absence of the President or in the event of their death or inability or refusal to act, the Vice-President shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions incumbent upon the President. 

(c) Secretary: The Secretary shall: (a) keep minutes of Board meetings; (b) see that all notices are provided in accordance with the provisions of these by-laws or as required by law; (c) be the custodian of the Corporation’s records; (d) keep a ledger of the US Mail, telephone, email, and other electronic addresses of each Director provided to the Secretary by such Directors; (e) execute, together with the President, such documents as the Board may direct; (f) provide, together with the President and Vice-President, orientation for new Directors; and (g) perform all other duties traditionally incident to the office of Secretary and such other duties as from time to time may be assigned by the President or the Board.

(d) Treasurer: The Treasurer shall: (a) have charge and custody of and be responsible for all of the Corporation’s funds and securities; (b) create and/or review the annual budget, and make it available to all board members for review and approval; (c) receive and provide receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such bank accounts or other depositories as the Board may authorize; (d) keep written records, provide monthly financial statements at Board meetings, and provide an annual financial statement no later than January 15 for the previous fiscal year; and (e) perform all other duties traditionally incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board. 

(e) Filling More than One Office: Any two offices of the Corporation may be held by the same person, other than President and Vice-President, but no Officer shall execute, acknowledge, or verify any instrument in more than one capacity if the instrument is required by law, the Articles of Incorporation or the by-laws to be executed, acknowledged or verified by two or more Officers.

Section 3. Removal.
An Officer may be removed from office, with or without cause, at any meeting of the Board of Directors by majority vote of the Directors, a quorum being present. 

Article V. Resignation.
Any Director or Officer of the Corporation may resign at any time. Any resignation shall be in writing and shall take effect at the time specified therein. The acceptance of a resignation shall not be necessary to make it effective. 

Article VI. Executive Director.
The Board of Directors may employ an Executive Director who, under the  general supervision of the Board of Directors, shall be responsible for the day-to-day operations of the Corporation and its committees, implementing its policies and managing its programs. The Executive Director shall be a principal  spokesperson for the Corporation. They shall have full authority to employ,  supervise, and terminate personnel for the Corporation. 

The Executive Director shall serve at the pleasure of the Board of Directors. They shall have the right to attend all meetings of the Corporation and of the Board of Directors, except executive sessions of regular meetings of the Board of Directors, but shall not be entitled to vote. The Executive Director shall not be an Officer of the Corporation.

Article VII. Special Provisions.

Section 1. Notice.

A notice required to be provided to the Directors pursuant to these by-laws shall be deemed to have been provided: (a) at the time it is communicated orally in person or by telephone to the Director or Officer, (b) at the time it is sent by email or by text message to the address last provided by the Director or the Officer to the Secretary; or (c) seven calendar days after a written notice is deposited in the US Mail, postage prepaid, addressed to the Director or Officer at the address last provided by the Director or Officer to the Secretary.

Section 2. Indemnity.
Each person who shall have been, or shall be, made a party to any action, suit, or  proceeding, or against whom a claim shall have been made or shall be asserted,  by reason of the fact that they, their testator or intestate, is or was a director, officer, or employee of the Corporation or of any other corporation which they served as such at the request of the Corporation, shall be, and hereby is, indemnified by the Corporation against the reasonable expenses, including, but not limited to, judgments, court costs, attorneys’ fees, and amounts paid in settlement and in compromise, imposed upon or reasonably incurred by them in connection with any appeal in any such action, suit or proceeding, except in relation to matters as to which it shall be finally adjudged in any such action, suit, or proceeding that such director, officer, or employee is liable for negligence or misconduct in the performance of their duties; provided, however, that in the case of any settlement or compromise, such indemnity shall be effective only if the Board of Directors shall have been advised by counsel for the Corporation that the same is in the best interest of the Corporation and that such director, officer, or employee was not guilty of negligence or misconduct in the performance of their duties with respect to the matter in connection with which such settlement or compromise is made. Such indemnity shall not be deemed exclusive of any other rights to which such director, officer, or employee may be entitled apart from this provision. Any amount payable by way of indemnity shall be determined and paid pursuant to (a) court order, (b) resolution adopted by a majority of the members of the Corporation entitled to vote, or (c) resolution adopted by the Board of Directors;  provided, however, that, if payment is made pursuant to resolution adopted by the Board of Directors, the corporation shall within eighteen months from the date of such payment email to its members of record at the time a statement specifying the persons paid, the amounts of the payments, and the final disposition of any such action, suit, or proceeding. 

Section 3. Contracts with Corporation.
No contract or other transaction between the Corporation and any other corporation shall be affected or invalidated by reason of the fact that any one or more directors or officers of this Corporation is or are interested in, or is a  director or officer of, or are directors or officers of, such other corporation, and  any director, directors, officer, or officers, individually or jointly, may be a party  to or parties to, or is or are otherwise interested in, such contract or transaction, or is or are in any way connected with such persons, firms, or corporations, or  any of them, and each and every person who may become a director or officer of  this Corporation is hereby relieved from any liability that might otherwise exist  by reason of their contracting with the Corporation for the benefit of himself  or any firm, association, or corporation in which their may be in any wise  interested; provided, however, that any such contract or transaction shall be  approved by not less than a majority of the total number of directors of the  Corporation. 

Article VIII. Amendments.
These by-laws may be amended or repealed and new by-laws adopted, by a vote of two-thirds of the Directors then in office at any meeting of the Corporation; provided, however, that written notice in accordance with Article VII, Section 1, of any proposed amendment shall have been given to all the Directors not less than ten calendar days in advance of the meeting at which such amendment is to be proposed.