Bylaws
Bylaws of the Harvard University Retirees Association, Inc., HURA
Article 1 – Name, Address, Legal Status
1.1 - The name of the organization is Harvard University Retirees Association, Inc. (HURA).
1.2 - Principal office location in Massachusetts is the mailing address of the Recording Secretary/Clerk.
1.3 - Legal status: non-profit 501(c)7 social club.
Article 2 – Mission
2.1 - We provide to HURA members opportunities for social engagement, cultural enrichment, educational experiences, and continuing relationships with the University through programs, events, and print and online publications.
Article 3 – Membership
3.1 - Former staff and faculty of Harvard University who meet the University's definition of "retiree" are eligible for membership.
3.2 - All members are entitled to participate in all activities of the Association, to vote for Officers and Directors, and to hold such offices upon election by the membership for the terms set forth in Article 6.
3.3 - Spouses and qualified domestic partners of deceased HURA members who are not themselves also Harvard retirees are eligible to become members of HURA but may not stand for election to the Board.
Article 4 – Dues
4.1 - The Board of Directors determines the annual dues.
4.2 - Dues are payable to Harvard University Retirees Association Inc., or HURA, at the beginning of each fiscal year, which runs from July 1 to June 30.
4.3 - The Board of Directors has the authority to waive the payment of dues in individual cases.
4.4 - Failure to pay dues shall result in termination of membership and all associated benefits.
Article 5 – Association Management
5.1 - The affairs of the Association are managed by the Board of Directors.
Article 6 – Board of Directors
6.1 - The Board of Directors includes six elected Officers, nine elected Directors, and the Immediate Past President, a total of sixteen volunteer members. Hereafter, the collective term “Board” is used to mean all positions that constitute the Board of Directors.
6.2 - The Board shall have the power to make and amend rules for its own procedures. It shall keep written records of such new or changed rules in the HURA Manual of Procedures and Practices (the Procedures Manual).
6.3 - By majority vote, the Board may fill vacancies among its number occurring before the completion of terms of office for the remainder of those terms.
6.4 - The President, Vice President, and the Treasurer are authorized to sign all checks.
6.5 - Persons nominated for Officer or Director positions must be HURA members.
6.6 - The Board of Directors may serve as a review board for the performance of its members.
6.7 - Persons who have served as Directors may be eligible to be nominated and elected to terms as Officers.
6.8 - Persons who have served as Officers may be eligible to be nominated and elected as Directors to serve up to three terms.
Officers
6.9 - Officers are the President, Vice President, Past President, Recording Secretary/Clerk, Membership Secretary, Treasurer, and Managing Editor. If it is deemed necessary, the Board may designate additional Officer positions.
6.10 - Officers shall be nominated by the Board and elected by the membership to serve terms of three years, commencing on July 1. Elected Officers may be nominated to serve an unlimited number of additional terms. [See Article 7.8.2.]
6.11 - Execution of Papers: Except as the Board may generally or in specific cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, drafts, and other obligations made, accepted, or endorsed by the Board shall be signed by the President, Vice President, or the Treasurer.
Directors
6.12 - Directors shall be nominated by the Board and elected by the membership to serve terms of three years, commencing on July 1. They may be renominated to serve up to two additional terms.
6.13 - To the extent possible, the terms of the nine Directors should be staggered so that the terms of three of them expire in each fiscal year.
6.14 - Upon completion of three 3-year terms, Directors step down from the Board. The Board may offer these persons Emeritus/a status, with all of the benefits thus accruing, as described in Article 7.10.1.
6.15 - Time served as a director, while completing an unexpired term, does not count toward the limits of years of service as described in Article 6.12.
Article 7 – Duties of Officers and Directors
7.1 - Officers provide leadership for the Association. They are expected to create an environment that encourages the generation of ideas and to responsibly manage the administrative affairs of the Association.
7.2 - The President is the chief executive officer of the Association and has the primary responsibility for overseeing adherence to these Bylaws. The President should seek to maintain the Association as an active and vigorous organization with programs that support the Association’s Mission. They should seek to motivate the Association’s Officers, Directors, and committee chairs to perform their roles with a high degree of competence and to encourage members to participate in programs.
The President shall
- 7.2.1 - Exercise day-to-day and long-term strategic management of the Association by setting and implementing policies and procedures.
- 7.2.2 - Maintain HURA’s appropriate role within the University.
- 7.2.3 - Serve as liaison with Harvard Human Resources and other University departments and offices, for example, on matters relating to retiree benefits, finances, and access to programs and services of the University. Other Board members may be designated as representatives to said departments.
- 7.2.4 - Set the agendas, call, and preside at all meetings of the Board and at official business meetings of the Association.
- 7.2.5 - Oversee budgets and expenditures with the Treasurer.
- 7.2.6 - Serve as an authorized signer as described in Article 6.11.
- 7.2.7 - Oversee communications with the membership.
- 7.2.8 - Ensure that programs and events are planned and coordinated throughout the year.
- 7.2.9 - Appoint and instruct standing and ad hoc committees, subject to the approval of the Board.
- 7.2.10 - Serve as an ex-officio member of all committees.
- 7.2.11 - Delegate responsibilities and tasks, as needed, to other Officers and Directors with the approval of the Board.
- 7.2.12 - Keep the Vice President informed of all relevant HURA matters at all times.
- 7.2.13 - Perform other related duties as required by the Board.
- 7.2.14 - Annually report to the membership on the state of the Association.
- 7.2.15 - Upon stepping down from the office, the President automatically becomes the Immediate Past President.
7.3 - The Vice President shall
- 7.3.1 - Act as President in the absence of or during the incapacity of the President with full authority of the President’s office, including such responsibilities as delegating tasks and appointing committees.
- 7.3.2 - Serve as an authorized signer as described in Article 6.11.
- 7.3.3 - Perform other related duties mutually agreed upon and assigned by the President with the approval of the Board.
7.4 - The Recording Secretary/Clerk shall
- 7.4.1 - Provide to the Board, in a timely fashion, minutes of meetings of the Board and business meetings of the Association.
- 7.4.2 - Gather records, reports, and other materials relating to HURA’s business at least annually for deposit in the University Archives.
- 7.4.3 - Annually report changes in Officer and Board membership to the Commonwealth of Massachusetts on or before November 1.
- 7.4.4 - Maintain the copy of record of the Association's Bylaws.
- 7.4.5 - Perform other related duties assigned by the President with the approval of the Board.
7.5 - The Membership Secretary shall
- 7.5.1 - Have overall responsibility for records of the names and addresses of all members and of dues paid.
- 7.5.2 - Communicate with members and other retirees regarding memberships, renewals, and dues payments.
- 7.5.3 - Perform other related duties assigned by the President with the approval of the Board.
7.6 - The Treasurer shall
- 7.6.1 - Receive, account for, deposit, and manage all funds of the Association.
- 7.6.2 - Make authorized disbursements.
- 7.6.3 - Maintain appropriate financial records, which shall be subject to inspection and audit as directed by the Board.
- 7.6.4 - Provide such financial statements or reports as may be required by the President or the Board.
- 7.6.5 - Submit in a timely manner all financial reports required by law to the Internal Revenue Service.
- 7.6.6 - Serve as an authorized signer as described in Article 6.11.
- 7.6.7 - Perform other related duties assigned by the President with the approval of the Board.
7.7 - The Managing Editor shall
- 7.7.1 - Advise the Board on communications issues.
- 7.7.2 - Manage the quarterly production of HURA News and other print publication projects.
- 7.7.3 - Oversee related printing and mailing services.
- 7.7.4 - Manage the HURA E-list and work with HURA Board members who create and edit the HURA website and HURA Facebook page.
- 7.7.5 - Work with Membership Secretary to maintain accurate print and online mailing addresses of HURA members via the University’s Peoplesoft database.
- 7.7.6 - Work with the events coordinator and events managers to announce programs through the various HURA media.
- 7.7.7 - Collaborate with Harvard HR Benefits staff in keeping HURA members apprised of changes and developments that affect their benefits.
- 7.7.8 - Perform other related duties assigned by the President with the approval of the Board.
7.8 - The Immediate Past President shall
- 7.8.1 - Act as advisor and counselor to the Officers and Directors and perform duties assigned by the President with the approval of the Board.
- 7.8.2 - Cease their service when the President steps down and becomes the new Immediate Past President.
7.9 - The Directors shall
- 7.9.1 - Perform duties that contribute to the work of the Board, such as running or co-chairing programs and events, chairing or serving on committees, or serving as a resource to the Board for various issues, such as accessibility or University-provided program support, that are mutually agreed upon by the President with the approval of the Board.
7.10 Emeritus/a
- 7.10.1 - Emeritus/a is status that may be awarded by the Board to former members of the Board to recognize long and meritorious service. Emeriti/ae members are invited to attend meetings of the Board. Even though they are non-voting members, their advice and opinions continue to contribute to the work of the Board. The term Emeritus/a does not necessarily signify that a person has relinquished all of the duties of their former position. They may continue to exercise some of them, for example, chairing committees, managing programs or events, or serving as a resource to the Board for various issues, such as accessibility or University-provided program support, serving as editors, or writing for the Association’s print and online publications.
Article 8 – Committees
8.1 - Standing and ad hoc committees are appointed by the President with the approval of the Board.
Standing Committees
8.2 - The Bylaws Committee is convened at least every three years to review the Bylaws for inclusion and compliance. The chair is appointed by the President with the approval of the Board.
8.3 - Nominating Committee: The whole Board serves as a nominating committee. A Nominating Process Facilitator is appointed by the President with the approval of the Board. No one standing for election may serve as the Nominating Process Facilitator.
AD HOC Committees
8.4 - Ad hoc committees are appointed as needed.
Article 9 – Elections
9.1 - Elections of Officers and Directors shall be held during a scheduled business meeting, usually the Annual Meeting. All elections will be determined by a majority of the members voting. Slates of Officers and Directors proposed for election will be printed in HURA News or mailed separately to all HURA members, either electronically or by paper mail at least 15 days before the election.
9.2 - The terms of the Treasurer, Recording Secretary/Clerk, Membership Secretary, and Managing Editor shall be arranged, if possible, so as not to expire in the same year as the terms of the President and Vice President.
Article 10 – Resignations and Terminations
10.1 - A member of the Board may resign by written notification to the President.
10.2 - A member of the Board who is absent from three successive Board meetings without notice shall be considered to have resigned.
10.3 - The Board shall have authority to remove a Board member from their position for due cause.
10.4 - Former Board members with emeritus/a status who have had no contact with the Board for at least a year will be considered to have stepped down and relinquished their emeritus/a status.
Article 11 – Meetings of Members
11.1 - The President calls all official meetings.
11.2 - The Annual Business Meeting shall occur each year before June 30 at a time and place set by the Board usually to elect Officers and Directors to vacancies on the Board and to transact such other business as may properly come before the meeting.
11.3 - If an in-person meeting cannot be held for any reason, the Board may choose an alternative format for the meeting, including by electronic means.
11.4 - Notice of the Annual Meeting or other Business Meeting shall be sent to the membership at least 15 days before the meeting.
11.5 - Special Meetings may be called at the discretion of the President or presiding officer.
Article 12 – Amendments to the Bylaws
12.1 - The Board of Directors may make, amend, or repeal the HURA Bylaws in whole or in part.
Article 13 – Indemnification of Officers, Directors, Committee Chairs
13.1 - Each Director, Officer, employee, or committee chairperson, present or former, of the Association shall be indemnified by the Association against all costs and expenses reasonably incurred by or imposed upon them in connection with or arising out of any action, suit, or proceeding in which they may be involved by reason of their being or having been such a Director, Officer, or committee chairperson, such expenses to include the cost of reasonable settlements (other than amounts paid to the Association itself) made with a view to curtailing costs of litigation. The Association shall not, however, indemnify any such Director, Officer, or chairperson with respect to matters as to which they shall be finally adjudged in any such action, suit, or proceeding not to have acted in good faith in the reasonable belief that their action was in the best interests of the Association, or in respect to any matter on which any settlement or compromise is effected if the total expense, including the cost of such settlement, shall substantially exceed the expense which might reasonably be incurred by such Director or Officer in conducting such litigation to final conclusion. The foregoing right of indemnification shall not be exclusive of other rights to which any Director, Officer, or chairperson may be entitled as a matter of law. In determining the reasonableness of any settlement, the judgment of the Board shall be final.
All persons, corporations, or other entities extending credit to, contracting with, or having any claim against the Association, may look only to the funds and property of the Association for the payment of any such contract or claim, or for the payment of any debt, damages, judgment, or decree, or of any money that may otherwise become due or payable to them from the Association.
Article 14 – Liquidation of the Association
14.1 - If liquidation of the Association (herein after as the Corporation) should be voted at any time by the required two-thirds vote of members of the Board attending a meeting, the assets of the Association shall be applied and distributed as follows:
Upon dissolution, the Board shall, after paying or making provision for payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations, organized and operated exclusively for social, cultural, or educational purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)7 or 501(c)3 of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board shall determine.
Bylaws adopted April 1990; amended June 1991, December 1992, June 1996, March 2004, September 2010, April 2014, June 2022, July 2025, September 2025.
Amended and approved by the HURA Board of Directors 5 November 2025.
2025 Bylaws Review Committee
Diantha Brown
Ellen Carpenter
Malcolm Hamilton, Chair
Sandra Spanier