To: MMHS Members
From: MMHS Board
Date: 9/15/2025
Subj: Proposed Bylaws
We are writing to request that you review the proposed amendment of our current by-laws. Your vote is needed to approve the proposed by-laws.
Our current bylaws were, with small exception, put into effect way back in 1976, in our early days. Needless to say, they are sorely out of date. Not only do they not reflect the current state and federal requirements for an organization such as ours, they are also needlessly prescriptive and formal in their language.
At our annual meeting this year, held on 5/19/2025, the membership approved one change to the bylaws, pertaining to how the assets of the MMHS would be distributed if the organization were to dissolve. That language is continued in this draft, in Section X.
At that meeting, the board committed to comprehensively review the by-law, and present a proposed draft to the membership by the end of 2025.
In preparing the draft, we reviewed both state and federal requirements for non-profits. We also reflected on the current practices of the MMHS. We tried to draft by-laws that were clear and to the point, and provided appropriate flexibility for the board to function optimally.
As the by-laws have been comprehensively revised, we will not present a line-by-line explanation of the changes. Rather, we will summarize the important changes in this memo. Also, enclosed is a ballot. Please return it in the self-addressed, stamped envelope, to be received by 10/15/2025
| Sect. | Section | Summary |
|---|---|---|
| I | Purpose | Continues to define purpose; inserts language clarifying that MMHS is a 501(c)(3) tax-exempt organization under federal law; reflects federal prohibition on lobbying. |
| II | Articles of Incorporation | New section, referring to requirements to file Articles of Incorporation with the Secretary of State. |
| III | Membership | Adds requirement for the board to set an amount of annual dues, and publicize to members. |
| IV | Board of Directors | This section is comprehensively revised based on current Vermont statute. The changes should be self-explanatory. |
| V | Duties of Board Members | Based on language in the handbook produced by Vermont Secretary of State. Requires board members to act in good faith. Provides simple, clear language about the duties of each position. |
| VI | Decision-making by the Board | New section, based on Vermont statute and Secretary of State handbook. Provides guidance about voting procedures for the board, including quorum requirements. |
| VII | Conflict of Interest | New section, based on Vermont statute. Prohibits actions which might be or appear to be a conflict of interest. Defines conflict of interest. |
| VIII. | Indemnification | New section incorporating Vermont statutory language about indemnifying board members, unless they have acted recklessly etc. |
| IX. | Books and Records | New section. Clarifies record-keeping requirements. Members may inspect records. |
| X. | Membership Meetings | Allows the board flexibility to set the date of the annual meeting “in the spring of the year”. Allows for meetings to be held wholly or partially virtually. Clarifies notice, procedural and voting requirements for annual and special meetings. |
| XI. | Dissolution | Continued changes approved at annual meeting held on 5/19/2025, giving the board flexibility to determine how to distribute assets. |
| XII. | Amendment to Bylaws | Simplifies the former language. |