Effective as of the 3rd day of January 2026
2026 AMENDED AND RESTATED BY-LAWS of the MASSACHUSETTS CANNABIS REFORM COALITION, INC.
Bylaws Table of Contents:
PREAMBLE
ARTICLE I: NAME AND OFFICES
ARTICLE II: NATURE OF THE CORPORATION
ARTICLE III: MEMBERSHIP
ARTICLE IV: BOARD OF DIRECTORS
ARTICLE V: MEETINGS OF THE BOARD
ARTICLE VI. OFFICERS
ARTICLE VII: DUTIES OF OFFICERS AND BOARD MEMBERS
ARTICLE VIII: STAFF, CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC. ARTICLE IX: FINANCIAL ADMINISTRATION
ARTICLE X: SEAL
ARTICLE XI: CONTROL OVER BY-LAWS
ARTICLE XII: EFFECT OF PROVISIONS OF LAW AND THE ARTICLES OF ORGANIZATION
END OF BY-LAWS
PREAMBLE
These 2026 Amended and Restated By-laws of the Massachusetts Cannabis Reform Coalition, Inc. amend and restate all prior By-laws including but not limited to (a) the original By-laws, (b) those amendments to the By-laws adopted by the Membership at its first annual meeting on January 19, 1991, (c) those further amendments to the By-laws adopted April 28, 1991, (d) those amendments whether actual or proposed, of March 4, 2015, March 2016, and January 2017, (e) those amendments made in February 2019; and the 2020 Amended and Restated By-laws dated January 12, 2020, and (f) the 2020-2021 Amended and Restated Bylaws.
ARTICLE I: NAME AND OFFICES
Section 1.1 Name
The name of the corporation is the Massachusetts Cannabis Reform Coalition, Inc., hereinafter referred to from time to time as “MassCann” or the “Corporation.”
Section 1.2 Tax and Other IDs
The Corporation was organized November 27, 1990 as a Massachusetts nonprofit corporation.
Our AGO Number is 028121.
The Corporation’s federal employer identification number is 04-3101902.
Section 1.3 Address
Until changed by a vote of the Directors, the post office of the Corporation shall be: P.O. Box 1033 Westboro, MA 01581-6033
ARTICLE II: NATURE OF THE CORPORATION
Section 2.1 Nature
The Corporation is organized as, and shall conduct its affairs, in the manner of a nonprofit entity operating pursuant to the laws of the Commonwealth of Massachusetts. The affairs of the Corporation are directed by a nine-seat Member-elected Board of Directors (the “Board” or singularly, a “Director”). Day-to-day activities of the Corporation are managed by the officers. Members elect three specific executive officers; a President, Treasurer, and Clerk, who are automatically seated as Directors. Members shall also elect non-officer positions of Press Secretary and Membership Liaison Coordinator. Members may elect individuals to serve as both a Director and other operating or executive position. The Board may appoint additional officers as the Board determines to be in the best interest of the Corporation. Such additional officers may, but do not have to be, Directors. The President may not be the Chairperson of the Board. For purposes of these By-laws, the terms cannabis and marijuana are used interchangeably.
Section 2.2 Purpose
The Corporation is engaged in public education regarding cannabis and the Corporation’s activities include:
- Educating the public, legislators, and government agents about the application and benefits, therapeutic, medical, commercial, industrial, and otherwise, of the various cultivars and component parts of the cannabis plant;
- Monitoring marijuana legislation, with specific emphasis on Massachusetts local and state legislation, and advocating for legislative or regulatory positions as the Board may determine, but not inconsistent with the provisions of this Section;
- Promoting economic inclusion in the business and commerce of marijuana of disenfranchised, and marginalized residents of the Commonwealth, with a specific focus on Social Equity, Economic Empowerment, and Restorative Justice candidates as those terms are defined by the Massachusetts Cannabis Control Commission in 935CMR500;
- Advocating for patient rights and benefits pursuant to the Massachusetts medical marijuana program;
- Coordinating activities and events to accomplish these purposes with other organizations;
- Advocating for education, public funding, and research in and of cannabis;
- Striving to be the public voice of cannabis in Massachusetts;
- Any other legal activity or conduct not inconsistent with the stated purpose.
MassCann shall not engage in or endorse any partisan political activity unrelated to cannabis policy reform. The organization shall not support or oppose any candidate for public office, political party, or partisan cause, except as directly related to the advancement of cannabis policy, rights, legislation, or reform. All advocacy and political activity must be consistent with the Corporation’s nonprofit status and focus solely on cannabis-related issues. MassCann may continue to monitor, comment on, and advocate for legislation, regulations, and public policy concerning cannabis, but shall refrain from participating in broader partisan political campaigns or endorsements.
Section 2.3 Activities
In order to accomplish the foregoing purposes, the Corporation may host public forums and rallies, publish and or develop for sale or other distribution informative media in any format, create and distribute promotional materials such as bumper stickers, buttons, printed t-shirts, and other products, and use legally allowable parts of the cannabis plant for any of the foregoing, collect Membership dues, subscriptions or fees for media, donations, and conduct other fundraising activities usual and proper for a non-profit entity.
Section 2.4 Notice Methods
Each Member shall designate their preferred method of notice, which options shall include notice by electronic mail to the email address as provided by the Member. The Corporation need not send notices to Members if such Member shall have failed to provide accurate and correct contact information.
Section 2.5 Notice of Meetings
All Member and Board meetings shall be noticed in advance. Notice periods shall be as follows:
1. Regular meetings seven (7) days advance notice
2. Special meetings three (3) days advance notice
3. Emergency meetings – with as much advance notice as is practical in light of the exigent circumstances of the emergency (an event requiring immediate executive action that cannot be practically delayed until a regular meeting can be convened)
4. Notice of removal (described below at Section 3.7 (Members) and 4.6 (Directors)) – three (3) days advance notice*
5. Board meetings may be noticed in advance in a series and need not be individually noticed
Electronic mail (or equivalent means) shall be deemed delivered the same day if sent on or before 5:00 PM, eastern time; otherwise such messages shall be effective as sent the following day. Within three (3) business days of an Emergency Meeting, MassCann shall send notice to all Members of the Emergency Meeting that was called, any matters discussed, and all action taken.
Section 2.6 Member Meetings
Member meetings shall generally be held in-person. Member meetings may be broadcast via a video conference platform (such as Zoom, Google Hangout, Microsoft Teams, or Facebook live stream). A voting-eligible Member who is present (and signs in) via video conference within the first ten (10) minutes of a scheduled meeting start time, may vote at matters introduced for Member voting, via the video platform. Members may NOT vote by proxy or by telephone, or other electronic means, other than participation by video conference with camera on to verify identity. For good cause, the Board may vote to suspend in-person meetings due to catastrophe, weather, government restriction, general public health concerns, or matters that rise to similar urgency, but not simply for convenience.
ARTICLE III: MEMBERSHIP
Section 3.1 Membership
The members of MassCann (“Members”) shall be persons who have paid the Membership fee, as established by the MassCann Membership. Any person who has not paid the Membership fee shall cease to be a Member, regardless of whether or not they paid Membership fees in prior years, unless the Members present hold a vote to make an exception for good cause. Membership terms shall run for one year, starting the date the Membership is paid and ending the day prior on the following calendar year.
Section 3.2 Voting Rights
Through their vote, Members shall guide the affairs of the Corporation. Therefore, Members must be familiar with the business and issues facing MassCann. Members shall accrue voting rights only provided that (1) the Member has been a Member in good standing for at least sixty (60) days; AND (2) the Member has attended at least one meeting of the Board, the Members, or a Committee . The Clerk of the Corporation shall maintain an attendance roster of each meeting.
Section 3.3 Member Annual Meeting
There shall be an annual meeting of the Membership on the Saturday following the first Thursday of January, at such time and place as determined by the Board. There shall, in addition to the annual meeting, be three regular quarterly Member meetings, to be scheduled for the same date and place of the regular meeting of the Board and to be held before the regular meetings of the Board, pursuant to Article V, Section 3.
Section 3.4 Member Special Meetings
Special meetings of Members shall be held whenever called by three (3) or more Directors, or requested of the Board by ten (10) or more Members. In the event of a Board Recall that results in 2 or less Board Members, a Special Meeting MUST be immediately noticed, regardless of being called by the Board or Members.
Section 3.5 Duties of Members
1. Annual Meeting It is the Members duty to hear and act upon the reports of the President, Treasurer and Committees of the Corporation; to elect the President, Treasurer, Clerk, other non-executive Board members, and a Membership Liaison Coordinator and Press Secretary to establish dues for the next fiscal year and to act upon any resolution lawfully before the Members.
2. Members Meeting It is the Members duty to transact any business lawfully before them, act upon the reports of the President, Treasurer and Committees of the Corporation.
3. Special Meeting It is the Members duty to hear and determine if any officer or Director elected by the Members should be removed from office; to elect successors to complete the term of any officer so removed or who has resigned; and to transact any other business lawfully before them. Successor Directors shall be appointed in accordance with Section 4.5, below
Section 3.6 Removal of a Member from Membership
A non-Director Member may be removed from Membership by 2/3rds majority vote of the voting eligible Membership present at a duly called Special Meeting under any of the following conditions where the member does any of the following:
- Repeatedly causes disturbance of or to the affairs of MassCann
- Is disruptive to MassCann’s ability to conduct business
- Is abusive to others (including Members, vendors, service providers, government officials, and attendees of MassCann events)
- Is counter-productive or repeatedly behaves in a manner contrary to the purpose and mission of MassCann
- Defames MassCann including acts of slander and libel
- Threatens or harms any individual Members or the organization as a whole
- If it is determined the new Member is combative, provocative, disruptive, or exhibits other conduct unproductive or otherwise inconsistent with the values, mission, or spirit of MassCann
- Engages in an act of moral turpitude
Upon a removal vote, the Member will be immediately discharged from MassCann membership, will not receive a refund of any portion of their Member dues, and cannot re-apply for Membership for two years thereafter, or a period of time determined by the Board at removal. Re-acceptance as a Member shall be conditioned upon an affirmative vote of a super-majority (2/3rds or a minimum of 60% in the event 2/3rds requires a fractional vote) of the Members. Members shall receive notice of their intended removal and have the right to address the Board prior to the vote for their removal.
Pursuant to Section 2.5, a notice of removal requires three (3) days advance notice.
Section 3.7 Social Media Member Policy
Members shall not post spam or statements abusive or defamatory to MassCann on any social media platform.
Section 3.8 Conduct of Meetings
All Member meetings shall be opened and presided over first by the President, next by the Clerk, and next by the Chairperson. The Annual Meeting shall begin with the Report of the President, followed by the reports of the Treasurer and of any standing Committees established pursuant to these By-laws.
Section 3.9 Quorum
At all meetings of the Members unless otherwise provided herein, a quorum for the transaction of any business shall consist of ten (10) Voting Members or eighty (80%) percent of the Voting Members, whichever is fewer.
ARTICLE IV: BOARD OF DIRECTORS
Section 4.1 Authority
The property, affairs, business and activities of the Corporation shall be managed by the Board, which is responsible for overall policy, control and administration of the Corporation.
Section 4.2 Number
There shall be nine (9) Members of the Board. Only voting-eligible Members may be Directors. The Board may appoint non-voting advisors as the Board deems fit.
Section 4.3 Board Eligibility
Persons wishing to be elected to the Board must have attended five (5) Board meetings and two Member meetings within the six month period prior to the Board election. Exceptions to this rule will be made for Members who meet any one of the following conditions:
1. They are one of the original founders of MassCann.
2. They are a former Officer or Director of MassCann.
3. In lieu of attending the required Member meetings, the prospective candidate Member performed services for MassCann where a 2/3 vote of the voting-eligible Membership present at the meeting, votes that such services are sufficient to warrant granting this waiver.
Section 4.4 Election and Term of Office
The Directors shall be elected by the Members of the Corporation (except for the filling of vacancies as described below in Section 4.5). Each Director shall hold office until their successor has been elected. The terms of office of each Director shall be one (1) year.
Section 4.5 Vacancies
A vacancy existing by reason of the resignation, death, incapacity or removal of a Director before the expiration of their term, if filled, shall be filled by a special vote of the Members at a special meeting called for the purpose of filling any such vacancies. Directors elected to fill vacant seats on the Board shall serve until the expiration of that term. A vacancy need not be filled unless it would result in a vacant officer position or having less than three Board members.
In the event there is a vacant officer position or fewer than three Board members, a special meeting of the Members shall be called for the purpose of electing replacement Board members in a number as determined by the Members at said special meeting.
Section 4.6 Resignation or Removal
A Director may resign at any time by giving written notice of resignation to the Chairperson of the Board, the President, or the Clerk. Any resignation shall take effect at the time received, unless another time is specified in such notice. Unless specified in such notice, the acceptance of such resignation shall not be necessary to make it effective. A Director shall be automatically removed from the Board at the next scheduled Board meeting as the first order of business in the event the Director misses two or more consecutive Board meetings.
A Director may be removed from office, with or without cause by a majority vote of the Members that are eligible to vote and in attendance, at a special meeting of the Members duly noticed and held, provided any Director whose removal for cause is contemplated at such meeting shall have notice in writing,by electronic means at least three (3) days prior to such meeting setting forth the reasons for their removal and provided further that the Director(s) concerned shall be provided an opportunity to be heard by the Membership.
Section 4.7 Chairperson of the Board
The Board shall choose from among the Directors a Chairperson of the Board who shall, if present, preside at all meetings of the Board.
Section 4.8 Committees of the Board
The Board shall establish the following Committees:
- Finance Committee to be composed of the Treasurer, who shall serve as chairperson, the President, and one Member not a director
- Communications Committee to be composed of the Press Secretary, who shall serve as chairperson, and at least one Member of the Board and one Member not a director
- Event Committee that oversees and coordinates all public events to be composed of the President, who shall serve as chairperson, and at least one Member of the Board and one Member not a director. The Event Committee may establish sub-committees as deemed necessary including a committee known as the Boston Freedom Rally Committee
- And such other Committees as the Board may determine, in their discretion, each composed of at least one Member of the Board and one Member not a director as the Board deems necessary
Section 4.9 Membership on Committees
No person shall be appointed, nor serve as an official Member of more than 3 Committees of the Board. However, no person shall be prohibited from attending any meeting of any Committee.
Section 4.10 Committee Chairs
Each Committee shall be moderated by a chairperson who must be a Director (except for the Communications Committee as the Press Secretary is not required to be a board member) and shall set agendas, meetings, and generally manage the Committee process. Unless the chairperson has been prescribed herein or selected by the Board when the Committee is formed, the chairperson shall be selected by the Committee members. If the Committee members are unable or fail to select a chairperson by the end of their first meeting, then the Board shall appoint a chairperson. A director may chair no more than two Committees.
Section 4.11 Meeting of Committees
All standing Committees shall hold meetings in person, telephonically, or electronically, at least bimonthly. All standing Committees shall keep written minutes of their meetings and all proposals that would result in expenditures of the Corporation’s funds not previously appropriated or authorized shall be referred to the Board through the President, Clerk and/or the Chairperson of the Board for action by the Board.
The Board may make such further provisions for appointment of Members and chairpersons of such Committees, establish procedures to govern their activities, and delegate thereto such authority and power as the Board may deem necessary for the efficient management of the property, affairs, business, and activities of the Corporation, provided the same are not contrary to any provision of these By-laws.
Section 4.12 Compensation
The Board may by resolution provide for reimbursement to Directors and Members for their actual expenses incurred in providing services to the Corporation, provided said expenses are substantiated by invoice, receipt or other acceptable written proof of the expenditure, and that a two thirds majority and no less than five of the Directors present at any meeting resolving said reimbursement concur in the resolution for payment.
Section 4.13 Conflict of Interest
Disclosure and Abstention Any Board Member, Officer, or Committee Member who has a direct or indirect financial interest in any matter under consideration by the organization must disclose the existence and nature of the interest to the Board of Directors prior to any discussion or vote on the matter. The individual must abstain from participating in both the discussion and the vote on any issue from which they or their immediate family could derive a financial benefit. The disclosure and abstention shall be recorded in the meeting minutes. Failure to comply with this provision may result in disciplinary action, up to and including removal from the Board or committee.
Section 4.14 Whistleblower Protection
The organization is committed to maintaining an environment where members, directors, officers, employees, volunteers, or contractors feel safe to report suspected misconduct, unethical behavior, or financial impropriety without fear of retaliation.
No individual who in good faith reports a concern shall suffer harassment, retaliation, or adverse consequences. Any member who retaliates against someone who has reported a concern in good faith is subject to disciplinary action, up to and including removal from their position within the organization.
Reports may be submitted confidentially and will be investigated promptly and thoroughly. The Board of Directors shall ensure procedures are in place to receive, investigate, and respond to such reports in a manner that protects the rights of all parties involved.
Conversely, any individual who is found to have made a knowingly false or malicious report shall be subject to disciplinary action, including but not limited to removal from membership in the organization.
Section 4.15 Anti-Discrimination and Inclusivity
MassCann is committed to fostering an inclusive, respectful, and equitable environment for all. The organization does not tolerate discrimination or harassment of any kind. No member, director, officer, volunteer, vendor, performer, or participant shall be discriminated against on the basis of race, color, ethnicity, national origin, religion, sex, gender identity or expression, sexual orientation, age, disability, socioeconomic status, marital status, veteran status, or any other characteristic protected by law.
MassCann values diversity and actively seeks to include voices from historically marginalized and underrepresented communities in its leadership, membership, programming, and public events.
Any violation of this policy may result in disciplinary action, including removal from membership or participation in organizational activities.
Section 4.16 Indemnification
To the fullest extent permitted by law, MassCann shall indemnify and hold harmless any current or former director, officer, employee, or volunteer of the organization (each an “Indemnitee”) who was or is involved in any legal action, claim, or proceeding—whether civil, criminal, administrative, or investigative—by reason of the fact that such person is or was acting in good faith and in the best interests of the organization in an official capacity.
This indemnification may include, but is not limited to, covering expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with such proceedings.
All indemnification under this bylaw must be approved by a vote of the Board of Directors, with no fewer than five (5) affirmative votes, after determining in good faith that the individual acted within the scope of their duties and in a manner reasonably believed to be in the best interests of the organization.
No indemnification shall be provided for actions arising from gross negligence, willful misconduct, or knowing violation of the law. The Board may, at its discretion, purchase and maintain insurance to cover such indemnification obligations.
ARTICLE V: MEETINGS OF THE BOARD
Section 5.1 Place of Meetings
The Board may hold its meetings at such places in the Commonwealth of Massachusetts as the Board from time to time determines.
Section 5.2 Annual Meeting
There shall be an annual meeting of the Board immediately after the annual meeting of the Members for the purpose of organizing the Board, making arrangements for the management of the affairs of the Corporation for the following year, the election of the Chairperson of the Board, as well as for such other business as may be appropriate. During this meeting, a working session must be planned to review the duties of Officers and Board Members, and to go over the standard operating procedures of the organization.
Section 5.3 Regular Meetings
There shall in addition to the annual meeting at least nine regular monthly meetings to be scheduled by the Board at the Annual Meeting. There shall be at least one meeting per calendar quarter and no more than one month in a row without a meeting.
Section 5.4 Special Meetings
Special meetings of the Board shall be held whenever called by the Chairperson of the Board, or by three (3) or more Directors, or requested of the Board by ten (10) or more Members.
Section 5.5 Special Meetings, When Held
The Board shall hold Special Meetings in person, telephonically, or electronically, at a date and time set forth in the notice of the meeting, pursuant to Section 2.5.
Section 5.6 Notice of Annual, Regular and Special Meetings Waiver
Notice of each meeting of the Board shall be given to all Members at their email address last appearing on the records of the Corporation, except that notice of special meetings of the Board may be given in the same manner on or before the third (3) day before the meeting. Notice of the time and place of any meeting of the Board may be waived by any Director in writing, or by text message or electronic mail, either before or after the holding of such meeting, and shall be deemed waived by their attendance at a meeting unless they signify at such meeting that their attendance is for the purpose of objecting thereto on the grounds that the meeting was not lawfully called or convened.
Section 5.7 Quorum
At any meeting, the presence of five Directors holding office at the time shall constitute a quorum for the transaction of any business. If there are fewer than five Directors, the presence of three Directors holding office at the time shall constitute a quorum.
Section 5.8 Voting
Except as specifically provided by the laws of the Commonwealth, the Articles of Organization or the By-laws, the acts of a majority of the Directors holding office at the time, present at a meeting at which a quorum is present, shall be the acts of the Board.
Section 5.9 Action Without A Meeting
Any action required or permitted to be taken at a meeting of the Board or of any Board designated Committee may be taken without a meeting, as long as a written consent describing the action to be taken is signed by all Members of the Board or such Committee, and such written consent is filed with the minutes of the Board or such Committee. Such consent shall have the same force and effect as a unanimous vote of the Board or of the Committee. Such consent may be by a thread or series of electronic mail or text messages, provided such are recorded (either hard copy or as pdf files) and filed with the Corporation’s Clerk.
Section 5.10 Emergency Provision
Anything in these By-laws to the contrary notwithstanding, in the event of a national catastrophe and during an emergency period following such a catastrophe, a majority of the surviving Members of the Board who have not been rendered incapable of acting or attending shall constitute a quorum. These same provisions are controlling in the event that a majority or more of the Directors shall have resigned or been removed and the vacancies not yet filled as provided herein.
Section 5.11 Conduct of Meetings
Board meetings shall be conducted in compliance with Robert’s Rules of Order. The Board shall specify the edition of Robert’s Rules of Order applicable but in no event shall the edition be older than the 3rd most current version published. Within 45 days of election or reelection to the Board and directors shall certify they have either (a) read the applicable edition of Robert’s Rules of Order, or (b) shall have completed viewing of instructional videos as the Board may determine in writing to be sufficient for training purposes.
A Director who fails to make such a certification will be suspended from participating in Board matters until they have completed the training. Said Director shall continue to enjoy all rights of Membership including the right to attend meetings and vote in the capacity of a Member.
A Director who fails to correct the preceding suspension within 45 days shall be automatically removed from the Board with no further action as the first order of business at the next regularly scheduled Board meeting.
The Board may vote to, and suspend, a Director who appears generally unfamiliar with the proper application of Robert’s Rules of Order. The Board may designate educational material and require Directors to consume such material as a condition of continuing Board membership. The following two recommended videos are subject to recall, replacement, deletion, or addition, as the Board may see fit to assure Directors are familiar with the proper application of Robert’s Rules of Order.
ARTICLE VI. OFFICERS
Section 6.1 Officers
The officers of the corporation shall be a President, Treasurer, Clerk, and such other officers as the Board of Directors may designate. The President, Treasurer, and Clerk, shall be Members of the Board of Directors.
Section 6.2 Election and Terms of Office
The President, Treasurer, and Clerk of the Corporation shall be elected by the Members at the Annual Meeting and shall serve one year terms. All officers shall hold office until their respective successors shall have been duly appointed or until they shall respectively resign or be removed.
Section 6.3 Removal of Officers Elected By Members
An officer elected by the Members may be removed from office, with or without cause by a majority vote of the voting-eligible Members in attendance, at a special meeting of the Members duly noticed and held, provided any officer whose removal for cause is contemplated at such meeting shall have notice by electronic means at least three (3) days prior to such meeting setting forth the reasons for their removal and provided further that the officer(s) concerned shall be provided an opportunity to be heard by the Membership.
Section 6.4 Effect of Removal
The removal of any elected or appointed officer shall be without prejudice to the contract rights, if any, of the person removed.
Section 6.5 Resignation
An officer of the Corporation may resign at any time by giving written notice of their resignation to the Chairperson of the Board, or to the President, or to the Clerk. Any such resignation shall, unless another time is specified in such notice, take effect at the time received. Unless specified in such notice, the acceptance of the resignation by the Board shall not be necessary to make said resignation effective.
Section 6.6 Vacancies
Any vacancy in any office owing to resignation, death, Incapacity, removal or any other cause shall, in the case of an elected officer, be filled by the Members at a duly called special meeting.
Section 6.7 Board Recall
In the event of insufficient Board members, such that there exists two or fewer, a Special Meeting must be immediately noticed, pursuant to Section 3.5.
Section 6.8 Compensation of Elected Officers
The compensation, if any, of officers elected by the Membership may be fixed from time to time by the Membership.
Section 6.9 Compensation of Appointed Officers
The compensation, if any, of the officers appointed by the Board may be fixed from time to time by the Membership.
ARTICLE VII: DUTIES OF OFFICERS AND BOARD MEMBERS
Section 7.1 President
The President shall be the chief executive officer of the Corporation and shall have general supervision over the business of the Corporation and over its several officers who shall report to the President subject, however, to the control of the Board to whom they are responsible for the affairs of the Corporation and for the performance of its officers.
The President shall:
- with the Treasurer, sign and execute, in the name of the Corporation, deeds, mortgages, leases, bonds, contracts, promissory notes, or other instruments authorized by the Board, except in cases where the signing and execution thereof shall be expressly delegated to the Board or these By-laws to some other officer or agent of the Corporation
- perform such other duties as from time to time directed by the Board
- whenever it may be necessary in their opinion, prescribe the duties of all Officers, Board Members, and employees of the Corporation in addition to such duties as are set forth in these By-laws
- serve as chairperson of the Event Committee
- in the absence of the Chairman of the Board, the President shall, if present, preside at all meetings of the Board.
- The President shall preside over all meetings of the Membership.
Section 7.2 Treasurer
The Treasurer shall:
- with the President, sign and execute, in the name of the Corporation, deeds, mortgages, leases, bonds, contracts, promissory notes, or other instruments authorized by the Board, except in cases where the signing and execution thereof shall be expressly delegated to the Board or these By-laws to some other officer or agent of the Corporation
- have charge and custody of, and be responsible for, all funds and securities of the Corporation, and deposit all such funds in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by the Board of Directors
- keep and maintain adequate and correct accounts of the Corporation’s properties and business transactions, including account of its assets, liabilities, receipts, disbursements, gains, losses, capital and surplus
- render a statement of the condition of the finances of the Corporation at all meetings of the Board of Directors, and a full financial report at the Quarterly Meetings of the Members and provide a copy of said reports to any Member requesting same in writing and who provides the treasurer with an electronic mail address
- receive, and give receipt for monies due and payable to the Corporation from any source whatsoever
- prepare and file all reports, returns and other papers with the appropriate authorities as required by law
- prepare monthly reports for the Membership Liaison Coordinator as to Member dues received
- serve as chairperson of the Finance Committee
In general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Board or the President.
Section 7.3 Clerk
The Clerk shall:
- certify and keep at the principal office of the Corporation the original or a copy of its Articles of Organization and any amendments thereto
- certify and keep at the principal office of the Corporation the original or a copy of its By-laws as amended or otherwise altered
- certify and keep at the principal office of the Corporation, or such other place as the Board may order, a book of the minutes of all proceedings of the Members and the Board, whether annual, regular, or special
- see that all notices are duly given in accordance with the provisions of the Articles of Organization, these By-laws or as required by law
- be custodian of all records of the Corporation, other than financial records as maintained by the Treasurer, whether in print, image, electronic, or otherwise, and see that such records are properly catalogued, stored, and accessible
- be custodian of the seal of the Corporation and see that it is engraved, lithographed, printed, stamped, impressed upon, or affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these By-laws
- see that the books, reports, statements, and other documents and records required by law are properly kept and filed
- exhibit at all reasonable times to any Member or Director, upon application, the Articles of Organization as amended from time to time, these By-laws as amended from time to time, and the minutes of proceedings of the Members and of the Board
- if required to do so by the Board, give a bond for the faithful discharge of their duties in such sum, and with such sureties as the Board shall require
- in the absence of the Chairman of the Board and the President, preside at all meetings of the Board
- in the absence of the President preside at all meetings of the Members
In general, perform all of the duties incident to the office of Clerk and such other duties as from time to time may be assigned by the Board or the President
Records may be maintained electronically and provided such records are accessible generally from devices connected to the internet, such record storage shall satisfy the condition of being stored at the office of the corporation, even if such physical records do not exist (e.g. the records exist in electronic form or image only).
Section 7.4 Press Secretary
The Press Secretary shall:
- act as the central clearing house for all external communications of MassCann and act as the official spokesperson of MassCann
- keep and maintain a press portfolio, which may include such things as a clipping file and a release file (and which will be maintained electronically in addition to any hard copy)
- track media coverage, especially through the use of the press portfolio, to judge the effectiveness of MassCann media campaigns
- foster good relationships with the press; including maintaining a priority press list, a general press list and following up on contacts within the media
- write press releases
- serve as chairperson of the Communications Committee
- manage and routinely monitor all social media platforms, identify and delete any abusive or spam postings or otherwise remove content as the Press Secretary finds to be inappropriate or contrary to the interests of MassCann.
- To the extent feasible, the Press Secretary may permanently or temporarily deny access or ban any spammer or troll from any such social media platform. The Press Secretary shall maintain a log of these actions which shall be reported to the Board and maintained as an official record of MassCann by the Clerk.
In general, perform all of the duties incident to the Press Secretary and such other duties as from time to time may be assigned by the Board or the President.
Section 7.5 Membership Liaison Coordinator
The Membership Liaison Coordinator shall:
- bring the concerns and complaints of the Membership to the attention of the Board
- correspond with Members for renewal of expired memberships
- assure collection of Membership fees
- keep and maintain adequate and correct record of the names, addresses and expiration dates of Members
In general, perform all of the duties incident to the Member Liaison and such other duties as from time to time may be assigned by the Board or the President.
ARTICLE VIII: STAFF, CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
Section 8.1 Staff
The Board may provide for the designation and hiring of paid staff to assist the President, Treasurer, and Clerk in administering and directing the affairs of the Corporation on a daily basis and to implement the policies and procedures determined by the Board. The hiring of paid staff is subject to the Corporation’s financial ability to pay said staff.
Section 8.2 Contracts
To the extent that the Board may specifically authorize, the President and Treasurer, or such other agent appointed by the Board, may in the name of the Corporation, execute and deliver, bids, proposals for contracts and contracts with any government or any branch or division of any government, or with any person, corporate or otherwise, or to give bond required for the faithful performance of such contracts in connection therewith.
Section 8.3 Loans
To the extent the Board may specifically authorize, the President and Treasurer, or such other agent appointed by the Board, may affect loans or advances at any time for the Corporation from any bank, trust company or other institution or from any firm or individual, including officers and Directors of the Corporation and for such loans and advances may make, execute and deliver promissory notes or other evidences of indebtedness of the Corporation, but no officer or agent shall, for purposes of giving security for any such loan or advance mortgage, pledge, hypothecate or transfer any property whatsoever owned or held by the Corporation, except when specifically authorized by a resolution of the Board. Said loans shall not exceed twenty-five (25%) of the previous year’s annual revenue and shall be deposited directly into the Corporation’s account.
Section 8.4 Checks, drafts, etc.
All checks, drafts, orders for payment of money, bills of lading, warehouse receipts, obligations, bills of exchange and insurance certificates shall be signed or endorsed by the President and Treasurer, unless some other officer or officers, agent or agents of the Corporation shall from time to time be authorized to do so by resolution of the Board.
Section 8.5 Deposits and Accounts
All funds of the Corporation, not otherwise employed, shall be deposited from time to time in general or specific accounts in such banks, trust companies or other depositories as the Board may select by resolution. For the purposes of deposit and for the purpose of collection for the account of the Corporation, checks, drafts and other orders for payment of money which are payable to the Corporation may be endorsed, assigned and delivered by any officer of the Corporation or other agent specifically authorized to do so by the Board.
ARTICLE IX: FINANCIAL ADMINISTRATION
Section 9.1 Responsibility
The authority and responsibility for the financial administration of the Corporation shall be conducted as set forth in these By-laws, and shall be administered by the Treasurer.
Section 9.2 Fiscal Year
The fiscal year of the Corporation shall be January 1 to December 31.
ARTICLE X: SEAL
The seal of the Corporation shall be circular in form bearing the MassCann logo approved by the Board and shall bear the inscription Massachusetts Cannabis Reform Coalition, Inc. 1990. The Clerk shall have custody of the seal and may affix it (as may any other officer if authorized by the directors) to any instrument requiring the corporate seal.
ARTICLE XI: CONTROL OVER BY-LAWS
These By-laws may be altered, amended or repealed and new By-laws adopted at any quarterly or special meeting of the Members by an affirmative vote of a majority of the current voting-eligible Members present at such meeting unless a greater proportion shall be required under any other provision hereof provided, however, that notice of a proposal to alter, amend or repeal these By-laws or adopt new By-laws shall be included in the notice of any meeting at which such alteration, amendment or repeal or adoption is considered. and, provided further, that any alteration or repeal of these By-laws or any new By-law adopted by the Board may be amended or repealed by the Members.
ARTICLE XII: EFFECT OF PROVISIONS OF LAW AND THE ARTICLES OF ORGANIZATION
Each of the provisions of these By-laws shall be subject to and controlled by any specific provisions of law or the Articles of Organization, which relate to their subject matter, and shall also be subject to any exceptions, or more specific provisions, dealing with the subject matter, appearing elsewhere in these By-laws as amended from time to time.
ARTICLE XIII: DISSOLUTION OF THE CORPORATION
The Corporation may be dissolved by a special vote of the Members called with 30 days advance notice by email, and posting to each of the Corporation’s social media sites. A request for dissolution may be initiated by at least 30% of the Members (40% if the Membership is fewer than 51). To carry, such a vote must have at least 80% approval.
ARTICLE XIV: LIMITED EMERGENCY POWERS OF THE BOARD
In circumstances where a 2/3rds (or nearest fractional equivalent of at least 60%) majority of the Board determines an emergency situation exists, but not simply for convenience, the Board is empowered to take emergency actions. An emergency situation must include exigent circumstances. These are circumstances that could cause major or irreversible harm or damage to the Corporation.