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Bylaws

Article I – Name

1.1 - The name of the organization is Harvard University Retirees Association, Inc. (HURA).

Article II – Mission

2.1 - To foster interaction among its members through programs of current interest, learning opportunities, and cultural participation; to provide opportunities for continued engagement in the life of the University; to disseminate information relevant to the needs and interests of an aging population; and for members of its Board to serve as liaison with the University administration on matters of concern to HURA members.

Article III – 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, and to hold offices upon election by the membership for the terms set forth in Article VI.
  • 3.3 - Spouses and qualified domestic partners of deceased HURA members are eligible to become members of HURA, but may not stand for election to the Board.

Article IV – 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 in a timely manner shall result in termination of membership and all associated benefits.

Article v – Association Management

5.1 - The affairs of the Association are managed by the Board of Directors.

Article VI – 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 members. Hereafter, the collective term “Board” is to mean all sixteen positions that constitute the Board of Directors. Officers are the President, Vice President, Recording Secretary/Clerk, Membership Secretary, Managing Editor, and Treasurer. If it is deemed necessary, the members of the Board, with the approval of the membership, may designate other Officer positions.

6.2 - By a majority vote, the Board may fill vacancies among its number occurring before the completion of the terms of office for the remainder of those terms.

6.3 - The President, Vice President and Directors shall be nominated by the Board and confirmed by the membership to serve terms of three years, commencing on July 1. They may be nominated to serve up to two additional terms. Persons nominated must be HURA members.

6.4 - The Recording Secretary/Clerk, Membership Secretary, Managing Editor, and Treasurer shall be nominated by the Board and confirmed by the membership to serve terms of three years, commencing on July 1. They may be nominated to serve an unlimited number of additional terms.

6.5 - Directors, upon completion of three terms, may be elected to additional terms as Directors following a one-year hiatus from elected Board positions. Such former Directors and Officers may continue to serve HURA as Emeritus/a Directors, during the hiatus from the Board. (see Section 7.9)

6.6 - The limit on total years of service does not apply to the Immediate Past-President, whose term of service is co-terminus with those of the current President.

6.7 - Time served as a Director or Officer, while completing the unexpired term of the previous incumbent, does not count toward the limits of years of service in Articles 6.3 & 6.4.

6.8 - 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 Board’s manual of HURA Procedures and Practices.

6.9 - Execution of Papers: Except as the Board may generally or in particular 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 Association, shall be signed by the President, Vice President, or the Treasurer. The President, Vice President, and the Treasurer are authorized to sign all checks.

Article VII – Officer and Directors

7.1 - The Officers provide leadership for the Association. They are expected to exercise imagination and administrative skill in managing the affairs of the Association. The President especially should seek to maintain the Association as an active and vigorous organization with programs that carry forward and support its objectives and to serve the needs and interests of its members. He/she should seek to motivate its Officers, Directors, and committee chairpersons to perform their roles with a high degree of competence and to encourage members to participate in its programs.

7.2 - The President shall:

  • 7.2.1 - Exercise day-to-day and long-term strategic management of the Association.
  • 7.2.2 - Maintain HURA’s role as a full participant within the University.
  • 7.2.3 - Serve as liaison with Harvard Human Resources and other University departments and offices on matters relating to retiree benefits, access to programs and services of the University, and financial matters, or may designate 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 Section 6.8.
  • 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 standing and ad hoc committees and chairpersons, subject to the approval of the Board.
  • 7.2.10 - Appoint and instruct the Nominating Committee with Board approval.
  • 7.2.11 - Serve as an ex-officio member of all committees except the Nominating Committee.
  • 7.2.12 - Delegate responsibilities and tasks, as needed, to other Officers and Directors with the consent of the Board.
  • 7.2.13 - Keep the Vice President informed about all relevant matters at all times.
  • 7.2.14 - Perform such other duties as are required by the Board.
  • 7.2.15 - Upon completion of terms as President, the incumbent automatically becomes the Past President until the new President succeeds to the role.

7.3 - The Vice President shall:

  • 7.3.1 - Act in the absence of or during the incapacity of the President with full authority of the President’s role, including such responsibilities as delegating tasks and appointing committees.
  • 7.3.2 - Serve as an authorized signer as described in Section 6.8.
  • 7.3.3 - Accept other functional responsibilities as may be mutually agreed upon by the President and Vice President.
  • 7.3.4 - Perform other related duties assigned by the President with the consent of the Board.

7.4 - The Recording Secretary/Clerk shall:

  • 7.4.1 - Provide the Board, in timely fashion, with minutes of meetings of the Board and business meetings of the members.
  • 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 - Perform other related duties assigned by the President with the consent of the Board.
  • 7.4.4 - Annually report to the Commonwealth of Massachusetts on changes in Officer and Board membership and Bylaws provisions.

7.5 - The Membership Secretary shall:

  • 7.5.1 - Have overall responsibility for records of the names and addresses of all members and dues paid.
  • 7.5.2 - Under the direction of the President, communicate with members regarding initial memberships, renewals, and dues payments.
  • 7.5.3 - Perform other related duties assigned by the President with the consent of the Board.

7.6 - The Treasurer shall:

  • 7.6.1 - Receive, account for, and deposit 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 to the Internal Revenue Service and the Commonwealth of Massachusetts all financial reports required by law.
  • 7.6.6 - Serve as an authorized signer as described in Section 6.8.
  • 7.6.7 - Perform other related duties as assigned by the President with the consent of the Board.

7.7 - The Managing Editor shall:

  • 7.7.1 - Advise the HURA Board on communications issues.
  • 7.7.2 - Manage the production of HURA News and other print publication projects.
  • 7.7.3 - Oversee printing and mailing services.
  • 7.7.4 - Manage HURA E-List and work with staff who create and edit 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 - Collaborate with Harvard HR Benefits staff in keeping retirees apprised of changes and developments that affect their benefits.

7.8 - The Immediate Past President shall act as advisor and counselor to the Officers and Directors and perform duties assigned by the President with the consent of the Board. The Past President’s position is co-terminus with that of the President.

7.9 - Emeritus/a is a status that may be awarded to former members of the Board to recognize long and meritorious service. While not voting members of the Board, Emeriti Directors may chair or participate in Board committees and organize HURA events. They may from time to time return to the Board in elected positions, following at least one year’s hiatus. (see Section 6.4)

7.10 - The Directors shall:

  • 7.10.1 - Carry out the duties and responsibilities outlined in other Articles of these Bylaws.
  • 7.10.2 - Take on and perform other responsibilities mutually agreed upon by the President with the consent of the Board.
  • 7.10.3 - Act collectively as an oversight and review body of the Officers in the performance of their responsibilities.

Article VIII – Standing and Ad Hoc Committees

  • 8.1 - A Nominating Process Facilitator shall be appointed by the President, with the approval of the Board. No one standing for election or re-election may serve as Facilitator.
  • 8.2 - Other standing committees, such as an Editorial Committee, Program Committee, and other ad hoc committees, as needed, may be appointed annually by the President, with the approval of the Board.
  • 8.3 - Chairpersons of committees who are not members of the Board may be invited to attend Board meetings, as appropriate, with voice, but without vote.

Article IX – Elections

  • 9.1 - Elections of all Officers and Directors shall be held at a scheduled Business meeting when voting will occur. All Officer and Director elections will be determined by a majority of those voting. Alternatively, ballots can be printed in HURA News or can be mailed separately to all members.
  • 9.2 - The terms of the Treasurer, Recording Secretary/Clerk, Membership Secretary, and Managing Editor shall be so arranged, if possible, as not to expire in the same year as the terms of the President and Vice President.
  • 9.3 - The elected terms of the nine Directors shall be so arranged, if possible, that three terms expire each June 30.

Article X – Resignations and Suspension of Service

  • 10.1 - A member of the Board may resign by written notification to the Board.
  • 10.2 - A member of the Board who is absent for more than three successive meetings without notice shall be considered to have resigned.
  • 10.3 - The Board shall have authority to terminate a Board member’s HURA position for due cause.

Article XI – Meetings of Members

  • 11.1 - Annual Meeting. The members shall hold an annual meeting to elect Officers and Directors of the Association and to transact such other business as may properly come before the meeting. The Annual meeting shall be held during May or June of each year at a time and place set by the Board.
  • 11.2 - 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.
  • 11.3 - Notice of a Business Meeting. Notice of the Annual or other Business meeting shall be given to the membership at least 15 days before the meeting.
  • 11.4 - Special Meetings may be called at the discretion of the. president or presiding officer.

Article XII – Amendments to the Bylaws

  • 12.1 - These Bylaws may be amended by a two-thirds vote of members attending a scheduled Business meeting of the Association, provided the proposed amendment(s) have been sent to the membership at least 15 days prior to the meeting.
  • 12.2 - These bylaws will be reviewed every three years.

Article XIII – Indemnification

  • 13.1 - The Association shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an Officer, Director, or employee of the Association against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending, or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the Association; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of Board members who are not at that time parties to the proceeding.

    The indemnification provided hereunder shall inure to the benefit of the heirs, executors, and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.

    No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person.

    This Article constitutes a contract between the Association and the indemnified Officers, Directors, and employees. No amendment or repeal of the provisions of this Article that adversely affects the right of an indemnified Officer, Director, or employee under this Article shall apply to such Officer, Director, or employee with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.

Revised May 23, 2022