Bylaws

Of Firefly Arts Collective, Incorporated

Formed in the Commonwealth of Massachusetts

Adoption of Bylaws
Mission of the Firefly Arts Collective
The Organization and the Board of Directors
Roles of the Board of Directors
Responsibilities of Board Members
Decision-making: Consensus-building
Decision-making: Arbitrative Voting
Decision-making: Confirmation Voting
Decision-making: Meetings
Decision-making: Email
Record-Keeping
Non-Voting Advisorship

1. Adoption of Bylaws

These bylaws were adopted as the bylaws of the Firefly Arts Collective on February 11, 2024 by a majority vote of the Board of Directors, as required by previously existing bylaws, and replaced all previous revisions.
It is the intention of the Board of Directors that these bylaws shall comply with all laws of the United States and the Commonwealth of Massachusetts. If the Board is advised that any part of these bylaws are inconsistent with the law, it will take immediate action to revise the bylaws.
These bylaws may be amended by the Board using the decision-making processes discussed in later sections of this document.

2. Mission of the Firefly Arts Collective

Our mission is to foster a collaborative environment and community for participatory arts, encouraging people to express their creativity, and challenging them to extend their concept of both community and art.

3. The Organization and the Board of Directors

Location

The principal office of Firefly Arts Collective, Inc. (“FAC”, “the organization”, or “the corporation”) shall be located within the State of Massachusetts. FAC may maintain additional offices at such other places within, or without, the State of Massachusetts as the Board of Directors may designate.

Compensation

FAC will not compensate the Members of the Board of Directors (each of whom may be referred to as a “board member,” “member,” or “director”) for their role as Director. Compensation for goods or services provided as a vendor or contractor to FAC are subject to the organization’s Conflict of Interest policy.

Conflict of Interest

Whenever a director or officer has a financial or personal interest in any matter coming before the board of directors, the affected person shall a) fully disclose the nature of the interest and b) withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested directors determine that it is in the best interest of the organization to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.

Composition of the Board of Directors

The business and affairs of FAC shall be managed under the direction of the Board of Directors, in a manner consistent with the roles described in section 4.

The number of voting members constituting the entire Board of Directors shall not be less than seven (7) or more than twenty-one (21).
The number of members may be increased or decreased by amendment of the Bylaws, or by decision of the Board as discussed in section 4.
Members of the Board shall be selected by the existing Board following the decision-making processes discussed in section 6.
Any member may resign, at any time, upon written notice to the Board. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, no acceptance of such resignation shall be necessary to make it effective.
Except as otherwise provided by law, any one or more of the members may be removed with, or without, cause at any time by a 2/3 majority of the Board, following the procedures discussed in section 6.
There is no pre-set term for membership on the Board; members shall serve until they resign or are removed as provided herein.
The Board of Directors must have a President, a Clerk, and a Treasurer as required by Massachusetts law. These will be elected positions within the current Board, following the decision-making procedures in section 6. The board may, if it so determines, elect other officers and may give any of them such further designation or alternate titles as it considers desirable. No two or more offices may be held by the same person.

Committees

The Board may, at its discretion, establish a Committee tasked with a specific area of responsibility. A Committee is a group within the organization tasked with the responsibility for a component of the corporation’s business. A Committee may be created or dissolved through the normal decision-making processes followed by the Board. Committees are groups of board members, staff, and volunteers who come together to provide expert guidance for the board as a whole.

Finance Committee. The Finance Committee is chaired by the Treasurer and must consist of at least three (3) board members, and other volunteers if and as chosen by the Board.
The Finance Committee shall determine who shall be authorized, on the Corporation’s behalf, to sign checks, drafts, or other orders for payment of money; to sign acceptances, notes, or other evidences of indebtedness; to enter into contracts; or to execute and deliver other documents and instruments.

The Finance Committee assists the Treasurer in their responsibilities and oversees the Treasurer’s timely execution of the requirements of their role.

Indemnification

FAC may indemnify any director who has been successful, on the merits or otherwise, in the defense of any proceeding described below against reasonable expenses incurred by the director in connection with the proceeding, or as a court of competent jurisdiction shall determine. FAC may indemnify any director, former director, any person who may while a director of FAC, have served at its request as a director, officer, partner, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise and may, by resolution of the Board of Directors, indemnify any officer or agent against any and all expenses and liabilities actually and necessarily incurred by them in connection with any threatened, pending or completed action, suit, or proceeding (whether civil, criminal, administrative, or investigative) to which they may be or are made a party by reason of being or having been a director, officer, employee or agent; subject to the limitation, however, that there shall be no indemnification in relation to matters as to which it shall be proved that the act or omission of the director, officer, employee or agent was material to the cause of action adjudicated in the proceeding and was either (1) committed in bad faith or was the result of active and deliberate dishonesty, or (2) the director, officer, employee or agent received an improper personal benefit in money, property or services, or (3) in the case of any criminal proceeding, the director, officer, employee or agent had reasonable cause to believe that the act or omission was unlawful.

Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, judgments, penalties, fines, settlements and reasonable expenses actually incurred by such director, officer, employee or agent. FAC may pay or reimburse personal expenses in advance of the final disposition of the proceeding upon written receipt by the organization of a written affirmation by the director of the director’s good faith belief that the standard of conduct necessary for indemnification by FAC has been met, and a written undertaking by or on behalf of the director to repay the amount if it shall ultimately be determined that the standard of conduct has been met.

The provisions of this Article shall be applicable to claims, actions, suits or proceedings made or commenced after the adoption hereof, whether arising from acts or omissions to act occurring before or after adoption hereof.

The indemnification provided by the Article shall not be deemed exclusive of any other rights to which such director, officer, employee or agent may be entitled under any statute, Bylaw, agreement, vote of the Board of Directors, or otherwise and shall not restrict the power to FAC to make any indemnification permitted by law.

The Board of Directors may authorize the purchase of insurance on behalf of any director, officer, employee or agent of FAC, or who while a director, officer, employee or agent of the organization is or was serving at the request of FAC as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan against any liability asserted against and incurred by them arising out of such person’s position, whether or not FAC would have the power to indemnify such person against that liability under law.

In no case, however, shall FAC indemnify, reimburse, or insure any person for any taxes imposed on such individual under chapter 42 of the Internal Revenue Code of 1986, as now in effect or as may hereafter be amended (“the Code”). Further, if at any time FAC is deemed to be a private foundation within the meaning of § 509 of the Code then, during such time, no payment shall be made under this Article if such payment would constitute an act of self-dealing or a taxable expenditure, as defined in §§ 4941(d) or 4945(d), respectively, of the Code. Moreover, FAC shall not indemnify, reimburse, or insure any person in any instance where such indemnification, reimbursement, or insurance is inconsistent with § 4958 of the Code or any other provision of the Code applicable to corporations described in § 501(c)(3) of the Code.

If any part of this Article shall be found in any action, suit, or proceeding to be invalid or ineffective, the validity and the effectiveness of the remaining parts shall not be affected.

Description of Officer Positions

All officers of FAC serve a 1 year term from January to December, except when replaced by resignation or removal. The board shall follow its decision-making processes no later than December to confirm officers for the subsequent year.

President. The president is the named officer with responsibility for the organization, but all board members are peers in accountability and should strive to assist in the president’s role. In recognition of this, the board shall attempt to rotate this title across members on a yearly basis, as membership allows.
The president will:
1. Motivate, cheerlead, and generally encourage other members and volunteers to execute on their roles.
2. Organize board meeting dates, set agendas, and coordinate meeting chairs.
3. Strive to have monthly board meetings.
4. Manage accountability of other board members by raising visibility and starting discussion across the board.
5. Supervise the year-round high level schedule of the organization.
6. Ensure that all established Committees are meeting and making progress on a regular basis, and raising visibility to the board if this does not occur.
Treasurer. The treasurer will:
1. Prepare and file, or arrange to prepare and file, all tax documents.
2. Chair the Finance Committee, and ensure it meets and makes progress on its work.
3. Publish an itemized list of income and expenditures to the Board.
4. Prepare a yearly financial overview statement to the community
5. Ensure that the Finance Committee reimburses board approved expenses.
6. Be responsible for bank account access.
Clerk. The clerk will:
1. Ensure that the organization is up-to-date with all business filing requirements beyond our tax responsibilities.
2. Take minutes at board meetings (or delegate when they cannot attend).
3. Disseminate minutes to the community.
4. Organize files and other records, and make them available to the Board.

4. Roles of the Board of Directors

In keeping with our mission, the Firefly Board of Directors must facilitate community-wide collaboration rather than inhibiting it.

The role of the Firefly Board of Directors is to:

Provide a legally recognizable entity to represent and administer the organization when such entity is required.
Make decisions pertaining to the safety, legality, and financial feasibility of FAC activities and events.
Make decisions that cannot feasibly be made by community-wide consensus. (This is to be interpreted as narrowly as possible—e.g., determining the date of FAC organized activities.)
To create a sense of teamwork among its members that inspires us to take on the most difficult organizational challenges.

Any decision which does not need to be made by the Board, in keeping with these roles, should be left to volunteer committees, or to the community at large.

5. Responsibilities of Board Members

Those who agree to become board members commit to make all reasonable efforts to do the following:

Participate in all decisions before the Board.
Attend all Board meetings (in person or by teleconference).
Read and respond to emails regarding Board decisions within 72 hours.
Take on challenging volunteer roles necessary to the feasibility of FAC activities.
Bring positive effort to Board discussions whenever possible, with the understanding that they may be complex or involve difficult interpersonal situations.
Represent FAC in a way consistent with our Mission.
Avoid exercising control over FAC in a way inconsistent with the role of the Board.
Strive to maintain positive working relationships with all other Board members and volunteers.
Refrain from encouraging behavior within the community that could endanger the safety or legality of FAC activities.
Resign from the Board if unable or unwilling to fulfill these responsibilities.
Delegate work to the community in order to have the community included in FAC’s work, and to prevent the board from being overwhelmed.
Enable continuity by documenting procedures and mentoring future leaders.

6. Decision-making: Consensus-building

Consensus-building will be the primary and preferred method for making all decisions before the Board. Members are expected to strive for consensus in good faith, taking into account the following guidelines:

Timeframes

When a member poses a question to the Board, they should suggest a timeframe within which the Board should attempt to reach consensus.

Whenever possible, timeframes should be based on actual time constraints and should not be arbitrary.
The minimum timeframe for any discussion should be one week, except when a faster decision is needed and agreed upon.
If any member feels that the suggested timeframe is not reasonable, they should state this and suggest an alternate time-frame, subject to the Board’s decision-making processes.

Participation

All Board members are expected to contribute to all discussions.

If a member is unable to participate in a discussion because of other commitments or lack of time, they should state this to the group. It may be assumed that they will accept any decision that is made. If they are not willing to accept any decision that is made, they should ask for a postponement of the discussion or an extension of the time-frame.
If a member is not interested in participating in a discussion because they do not have an opinion on the issue, they should state this to the group. It may be assumed that they will accept whatever decision is reached.
If a member does not participate in a discussion and does not give a reason why not, other members are encouraged to prompt them for a statement, privately if needed, to ensure all member viewpoints are represented in the decision.
For any member who remains not present in discussion on a particular issue will be treated as an abstention for the purpose of voting or consensus-building, it may be assumed that they will accept whatever decision is reached.

Clarification and Compromise

When consensus on an issue is not reached immediately, members should ask each other questions to clarify positions and suggest possible compromises.

Members should respond to clarifying questions from other members, keeping in mind the time-frame.
Members should strive in good faith to continue the clarification and compromise process even if it becomes frustrating.
If a member with a minority opinion does not wish to compromise for reasons of principle, but does not wish to prevent a decision from being made, they may call a vote as discussed in section 7A(iv).
If one or more members repeatedly fail to respond to attempts at clarification or compromise by other members, this may be grounds for taking a vote as discussed in section 7A(iii).

Straw Votes

If a member wishes to gauge the board’s progress toward consensus on an issue, they may call a non-binding “straw vote.” they should make it clear that this is not a binding vote as discussed in sections 7 or 8.

7. Decision-making: Arbitrative Voting

In certain cases where consensus is not possible or practical, a decision may be finalized by a 2/3 majority vote.

Conditions for Voting

The board may vote as an alternative to consensus-building only if one of the following conditions is met:

Third parties or unavoidable circumstances clearly necessitate a decision by a certain time. (This is to be interpreted as narrowly as possible—e.g., FAC must provide information or a decision to a third party by a certain date.)
Consensus is not possible because one, or more, members have consistently failed to participate in a discussion despite prompting from other members as discussed in section 6B.
Consensus is not possible because one or more members have stated a dissenting opinion, but have consistently failed to respond to questions from other members clarifying their position, or offers of compromise from other members.
One or more members with dissenting opinions have stated that they do not intend to compromise for reasons of principle, but would prefer a vote because they do not wish to prevent a decision from being made, as discussed in section 6C(iii).
Consensus is not possible because the Board is unable to proceed toward compromise among dissenting opinions despite good-faith efforts following the guidelines in section 6C.

Protocol for Voting

If a member wishes to initiate a vote, they must state which of the conditions outlined in section 7A has been met, and why.
To initiate the vote, the member must make a motion in the form of a proposal that can be voted on with a “yes” or “no”.
In order for the vote to proceed, a second member must “second” the motion.
Once a motion has been made and has received a second, a vote will proceed. All members are expected to vote, unless they have stated that they believe the vote is not appropriate, as discussed in section 7C.
A vote shall be considered to have “passed,” and the proposal shall become the binding policy of the board, at such time as it receives enough “yes” votes to constitute at least 2/3 of the current voting membership.
Corollary to section 7B(v), if a member abstains from voting, this will be the functional equivalent of a dissenting vote.

Remedy for Inappropriate Votes

If a member believes that a vote has been called inappropriately (that is, none of the conditions in section 7A have genuinely been met) they should state this for the group, and abstain from voting, or cast a dissenting vote.
If the motion receives a second, the vote may still proceed despite the objection. HOWEVER:
Any member who agrees that the vote is inappropriate should state this, and abstain from voting, or cast a dissenting vote. That is, a member should only vote with the majority if he, or she, agrees with the motion, and believes in good conscience that the vote is appropriate.
If the motion fails to receive a 2/3 majority of “yes” votes, it will not pass. The board should return to the consensus-building procedures outlined in section 6. The motion may be re-introduced by any member at such time as appropriate conditions for voting are met as specified in section 7A.

8. Decision-making: Confirmation Voting

For certain types of decisions, after the Board has reached a consensus as discussed in section 6, it may take a vote to confirm for the record that a decision has been made. Confirmation votes are not necessary for most types of decisions.

Conditions for Voting

Confirmation votes should be taken for the following types of decisions:

The date and location of the Firefly activities.
Any change to the mission statement or bylaws.
Any change to the membership of the board.
Any decision to enter into (or change) a legally binding agreement with an outside party.
Other major decisions determined by any Director to affect the long-term legal status or determined to affect the financial feasibility of the organization or FAC activities.

Protocol for Voting

Confirmation votes will follow the same protocols as arbitrative votes as described in section 7B.
Confirmation votes should only be taken once consensus has been reached on an issue as discussed in section 6. If any member states that a confirmation vote has been called inappropriately or prematurely, the group should return to the consensus-building process.

9. Decision-making: Meetings

The board may make decisions and take votes at meetings following the procedures described in sections 6, 7, and 8.
Meetings will be the preferred context for making major decisions such as those listed in section 8A.
Members who cannot be present at meetings may participate via any reasonable method of teleconferencing.
A decision made at a meeting should not be considered final unless at least 2/3 of the active members are present.
In order for an arbitrative vote or a confirmation vote to pass at a meeting it must receive a “yes” vote from at least 2/3 of the total active board members, not just 2/3 of the members present.

10. Decision-making: Email

The board may make decisions and take votes over email following the procedures described in sections 6, 7, and 8.
Major decisions such as those listed in section 8A should not be finalized over e-mail unless a clear time constraint prevents them from being made at a meeting.
If a member feels that it would be more appropriate to discuss a particular decision at a meeting rather than via email, they may move that the discussion be deferred to a meeting. If another member seconds this motion, the discussion must be deferred.
When a member initiates a vote via email, they should suggest a timeframe for voting. (However, this timeframe is not binding, since a vote will pass at such time it receives a 2/3 majority—see section 7B(v).)

11. Record-Keeping

The Clerk of the Board will be responsible for insuring that the following are available to all Board Members at all times online:

Notes from all Board meetings.
An updated log of all decisions made by the board (whether by consensus or voting, at a meeting or via email) using the language agreed up by the Board.
An updated list of the members and officers of the Board.

12. Non-Voting Advisorship

If a Board member must resign, or must be removed from the Board because they are no longer able to participate fully in board activities as described in section 5, but the Board wishes to honor his or her past service to the organization and engage them in the internal discussions of the Board, the Board may designate them as a non-voting advisor.

Non-voting advisors may not vote and are not counted among the membership of the Board for the purpose of calculating a 2/3 majority.
Non-voting advisors may take part in Board discussions as requested by the active Board.
The list of non-voting advisors must be reviewed by the Board on a yearly basis to determine if this role remains appropriate for each member.