The Corporation is, and shall at all times be, operated exclusively within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (“Code”), and within the meaning of Massachusetts General Laws, c. 180 (“M.G.L. ch. 180”), Section 4, as amended.

The Corporation leads, supports, and advocates for the delivery of statutory and foundational public health services across every municipality in the Commonwealth of Massachusetts. The Corporation informs, educates, and empowers its members to ensure healthy communities for all.

In connection therewith, the Corporation may engage in other charitable and educational activities and programs, including grantmaking, in furtherance of the foregoing purposes as may be carried out by a corporation organized under M.G.L. ch. 180 and described in Section 501(c)(3) of the Code.

1. Powers
   The affairs of the Corporation shall be managed by a Board of Directors (collectively the “Board”, individually “Director”), who shall exercise all of the powers of the Corporation. In the event of a vacancy in the Board of Directors, the remaining Directors, except as otherwise provided by law, may exercise the powers of the full Board until the vacancy is filled.
   
2. Number
   The Board of Directors shall consist of at least twent-one (21) members, consisting of five (5) Officers of the Corporation as enumerated in Article V, Section 1; seven (7) Regional Representatives who are Members elected from Emergency Preparedness Regions as established by the Department of Public Health; one (1) representative who is a Member from each of the following Regions: 1, 2, 3, 4C, and 5, and two (2) representatives who are Members from Regions 4AB. In addition, there shall be nine (9) members-at-large who are Regular Members elected at the Annual Meeting by the Members. All past Presidents of the Corporation shall serve as ex-officio Members of the Board of Directors.
3. Qualification of Directors
   Only Members who are employees of a local, regional, or quasi-governmental Massachusetts-based public health agency, except for ex-officio members, shall serve on the Board of Directors. These employees shall not include contractors or consultants. Directors shall be chosen with a view toward maintaining a balanced Board of Directors having in aggregate the kinds of knowledge, skills, abilities, and lived experiences which can contribute to the purposes and mission of the Corporation. These qualifications may include expertise in public health, environmental health, public health nursing, epidemiology, social work, substance misuse prevention, public health preparedness, or other related fields. The Board shall, where possible, be geographically diverse and include representatives for local, regional, or quasi-governmental public health agencies based in tiny villages, small towns, bustling suburbs, and large cities. Each Director must be in a position to attend Board of Director Meetings regularly; serve on committees; devote a substantial amount of time to the affairs of the Corporation; and become, and remain acquainted with, current developments. Expected participation on Committees and at Board of Directors meetings that represents an appropriate level of commitment shall be proposed by the President, and confirmed annually by a vote of the Board of Directors.
   
4. Election and Term of Office of Directors
   Each Director shall be elected for a term of two (2) years (or other such term as the Board shall determine at the time of their election) and shall hold office until a successor has been elected. No Director may serve for more than ten (10) consecutive years. A Director who serves five (5) successive two-year terms, after a one (1) year leave of absence may again serve as a Director. If a Director serves an Officer of the Corporation, however, the duration of such service shall not be included in this term limit. Terms of Directors are to be staggered so that approximately one-half of the Directors are elected each year at the Annual Meeting
   of the Corporation.
   
   All Members of each region shall caucus prior to the election at the Corporation’s Annual Meeting and shall present to the Voting Membership one name of a Member from their region to serve as their regional representative (“Regional Representative”) on the Board of Directors. If no Regular Member is nominated by a specific region, or a region’s nominee is not elected, then that position shall be filled by any Member duly elected by the Voting Membership.
   
   Regional classification and membership shall be defined by the location of employment. All disputes related to regional classification and membership shall be decided by a vote of the Board of Directors in its sole discretion.
5. Vacancies
   Any vacancy in the Board of Directors, however occurring, may be filled by vote of a majority of the Directors then in office. Each such successor shall hold office for the unexpired term until their successor is elected, or until such person sooner dies, resigns, is removed, or becomes disqualified. The Directors shall have all their powers notwithstanding the existence of one or more vacancies in their number. The one exception to this rule applies when there is of a vacancy in the role of Immediate Past President. If the Immediate Past President resigns from their role, that position shall be held vacant until the next person.
   
6. Resignation
   Any Director may resign by delivering his or her written resignation to the Corporation at its principal office, or to the President or Secretary/Clerk. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. Any Director, who fails to attend two (2) consecutive Meetings of the Board of Directors without adequate reason and approval of the President shall be deemed to have delivered their resignation as a Director as of the close of business of the Meeting of the Board at which such the second consecutive failure to attend had occurred.
   
7. Removal
   A Director may be removed from office without cause by vote of two-thirds of the Directors then in office. A Director may be removed from office for cause by a two-thirds vote of the Board of Directors only after reasonable notice and an opportunity to be heard before the Board of Directors.
   
8. Annual Organizational Meeting of the Board of Directors
   The Annual Meeting of the Board of Directors shall be held each year, at such time and place as the Board shall determine, and shall be held following the Annual Meeting of the Corporation. In addition to those prescribed by law, the Articles of Organization, or these by-laws, further purposes for which an Annual Meeting is to be held may be specified by the Board of Directors or by the President. If an Annual Meeting is not held in accordance with the foregoing provisions, a Special Meeting may be held in place thereof with all the force and effect of an Annual Meeting.
   
9. Other Meetings
   Regular Meetings of the Board of Directors shall be held without call or notice at such places and at such times as the Board of Directors may determine, provided that any Director who is absent when such determination is made shall be given notice of the determination. Special Meetings of the Directors may be held upon the oral or written call by the President, or two or more Directors, designating the date, hour, and location thereof.
   
10. Notice of Special Meetings
    Notice of the date, hour, and location of all Special Meetings of the Board of Directors shall be given to each Director by the Secretary/Clerk, or, in case of the death, absence, incapacity, or refusal of such person, by the President or one of the Directors calling the Meeting. Notice shall be given to each Director either in person, by telephone, telecopier or e-mail sent to the Director’s most recent contact address as specified in the corporate records least twenty-four (24) hours in advance of the Meeting, or by written notice mailed postage-prepaid to such address at least seventy-two (72) hours in advance of the Meeting. Notice need not be given to a Director if a written waiver of notice is executed by such Director before or after a Meeting and is filed with the records of the Meeting, or to any Director who attends the Meeting without protesting prior thereto or at its commencement of the lack of notice to such Director. A notice or waiver of notice of a Meeting of the Board of Directors need not specify the purposes of the Meeting.
    
11. Quorum
    At any Meeting of the Board of Directors, a majority of the Directors then in office shall constitute a quorum. Less than a quorum may adjourn any Meeting, and the Meeting may be held as adjourned without further notice.
    
12. Remote Participation
    Unless otherwise provided by law or the Articles of Organization, Directors may participate in a Meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the Meeting can communicate with each other at the same time. Participation in a Meeting pursuant to the foregoing sentence shall constitute presence in person at such Meeting.
    
13. Electronic Transmission
    Any vote, consent, waiver, or other action by a Director shall be considered given in writing, dated, and signed if it consists of an electronic transmission that sets forth or is delivered with information from which the Corporation can determine:
    1. that the electronic transmission was transmitted by such Director; and
    2. the date on which such Director transmitted the electronic transmission. The date on which the electronic transmission is transmitted shall be considered to be the date on which it was signed. The electronic transmission shall be considered received by the Corporation if it has been sent to any address specified by the Corporation for the purpose or, if no address has been specified, to the principal address of the Corporation, addressed to the Clerk or other Officer/agent having custody of the records of proceedings of Directors. Any copy, facsimile, or other reliable reproduction of a vote, consent, waiver, or other action by a Director may be substituted or used, but the copy, facsimile, or other reproduction shall be a complete reproduction of the entire original writing.
14. Action at Meeting
    At any Meeting of the Board of Directors at which a quorum is present, a majority of those present and voting shall decide any question, including election of Officers, unless otherwise provided by law, the Articles of Organization, or these by-laws.
    
15. Action Without Meeting
    Any action by the Board of Directors may be taken without a Meeting if a written consent thereto is signed by all the Directors, then in office and filed with the records of the Meetings of the Board of Directors. Such consents shall be treated as a vote of the Board of Directors for all purposes.
    
16. Committees
    The President shall appoint one or more committees as they see fit, Standing Committees shall include the Conference Committee, Education Committee, Finance Committee, Executive Committee, Executive Compensation and Evaluation Committee (if necessary), and a Governance/By-Law Committee. Unless otherwise specified below, at least one of the Co-Chairs of each committee shall be a Director or former officer. Each Committee shall have only such power and authority as the Board, in its discretion, shall choose to delegate, provided, however, that the Board shall not delegate its powers to any Committee not solely comprised of Directors. Each Committee shall conduct its business as nearly as may be in the same manner as is provided by these by-laws for the Board of Directors.
    
17. Duties
    A Director shall perform the duties of a Director, including duties as a member of any Board Committee on which the Director may serve, in good faith, in a manner such Director believes to be in the best interest of the Corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like situation would use under similar circumstances.
    
    In performing their duties, a Director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared under the supervision of, or presented by:
    1. one or more Officers or employees of the Corporation whom the Director believes to be reliable and competent as to the matters presented;
    2. counsel, independent accountants, or other person as to matters which the Director believes to be within such person’s professional or expert competence; or
    3. a Committee upon which the Director does not serve, as to matters within its designated authority, provided that the Director believes such committee merits confidence;
       
       so long as in each such case, the Director acts in good faith after reasonable inquiry when the need therefore is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.
       
       Except as provided in the Articles of Organization, a person who performs the duties of a Director in accordance with this section shall have no liability based upon any failure or alleged failure to discharge that person’s obligations as a Director, including, without limiting the generality of the foregoing, any actions or omissions which exceed or defeat a public or charitable purpose to which the Corporation, or assets held by it, are dedicated.
18. Inspection
    Every Director shall have the right upon reasonable notice and at any reasonable time to inspect all books, records, and documents, and to inspect the physical properties of the Corporation.
    
19. No Compensation
    The Directors of the Corporation shall serve as such on a volunteer basis, without compensation. Directors may be reimbursed for reasonable expenses incurred in connection with their service on or to the Board. Nothing herein precludes payment of reasonable compensation to Directors for services rendered the Corporation in another capacity.
    

1. Enumeration
   The Officers of the Corporation shall be: President, Vice President, Treasurer, Secretary/Clerk, and Immediate Past President, the last of which is an un-elected position that is filled by default when the President's second year-long term ends. The Officers of the Corporation may also include other such Officers as the Board of Directors may determine shall best serve the interests of the organization.
   
2. Election
   The President, Vice President, and Secretary/Clerk shall be elected annually by the Membership at the Annual Meeting of the Corporation. The Treasurer shall be elected every fourth year. Other Officers may be chosen, and their terms designated by the Board of Directors at such Meeting or at any other Meeting.
   
3. Qualification
   Only ex officio members of the Corporation and members of the Board of Directors who have served on the Board for at least two (2) years and who are employed by a local or regional municipal public health agency-shall be qualified to fill the offices of President, Vice President, Secretary/Clerk, or Treasurer. Board members who are employed by a quasi-governmental public health agency or the public health division of a regional planning agency shall not be eligible to serve as Officers. The Secretary/Clerk shall be a resident of Massachusetts, unless the Corporation has a resident agent appointed for the purpose of service of process.
   
4. Tenure
   The President, Vice President, Secretary/Clerk and any other Officers shall hold office until the next Annual Meeting of the Corporation, and until their respective successors are chosen and appointed, unless a different term is specified in the vote choosing or appointing them. No Officer may serve for the same office more than two (2) consecutive terms, unless the Board of Directors otherwise determines from time to time, other than the Treasurer who shall serve a term of four (4) years and may be re-elected once for a total of two consecutive terms and eight (8) consecutive years. 
   
5. Resignation
   An Officer may resign by delivering their written resignation to the Corporation at its principal office, or to the President or Secretary/Clerk. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.
   
6. Removal
   The Board of Directors may remove any Officer with or without cause, provided that an Officer may be removed for cause only after reasonable notice and opportunity to be heard by the Board of Directors.
   
7. Vacancies
   Any vacancy, however arising, in any office, may be filled for the unexpired portion of the term thereof by the Board of Directors.
   
8. President
   The President shall preside at all Meetings of the Board except as the Directors shall otherwise determine. The President shall have any such other powers and duties as may be determined by the Directors. Unless otherwise determined by the Directors, the President shall be the Chief Executive Officer of the Corporation, and, subject to the control of the Directors, shall have general charge and supervision of the affairs of the Corporation. The President shall have any such other powers as may be designated by the Board of Directors.
   The President may serve as a Voting Member of any Committee of the Board to which he or she may be appointed or elected, and shall serve as an ex-officio (without vote) Member of all other Committees of the Corporation.
   
9. Vice President
   The Vice President shall perform such duties and have such powers as may be designated by the Board of Directors including chairmanship of the Conference\Committee. In the event that the President is absent, the Vice President shall preside over Meetings of the Board of Directors. The Vice President shall be the President-Elect of the Corporation.
10. Vice President
    The Secretary/Clerk shall attend and shall cause to be kept a record of all of the
    Meetings of the Board of Directors. In addition, the Secretary/Clerk shall perform such other duties and have such other powers as may be designated by the Board of Directors, including Chair of the Education Committee. The Secretary/Clerk shall keep or cause to be kept, the records of the Corporation.
11. Treasurer
    The Treasurer shall, subject to the direction of the Board of Directors, have general charge of the financial affairs of the Corporation, and shall cause to be kept accurate books of account. The Treasurer shall chair the Finance Committee, and shall have custody of all funds, securities, and valuable documents of the Corporation, except as the Board of Directors may otherwise provide. If the Corporation employs a Chief Financial Officer or other Senior Financial Manager, then the duties of the Treasurer shall be to work with such person in connection with the conduct and recording of the financial affairs of the Corporation.
12. Other Officers
    Each other Officer that may be chosen by the Board of Directors shall perform such duties and have such powers as may be designated by the Board of Directors.
13. Other Powers and Duties
    Each Officer shall, subject to these by-laws and in addition to the duties and powers specifically set forth in these by-laws, have such duties and powers as are customarily incident to their office.
    

The Board of Directors shall adopt a Conflict-of-Interest Policy and Procedure consistent with the requirements of state and federal law and best practices governing 501(c)(3) nonprofit corporations operating in Massachusetts. All members of the Board of Directors shall annually re-certify their understanding of the Conflict-of-Interest Policy and Procedure.

These by-laws may be altered, amended, or repealed, in whole or in part, by vote of a majority of the Directors then in office, with the exception of Article III, which may be amended by the Members at any Special Meeting or Annual Meeting of the Corporation at which amendment is proposed in the Meeting notice.