Men Matter bylaws

Section 1. Authority

The affairs of Men Matter shall be governed by its Board of Directors (“Board”). The Board is responsible for strategic direction, fiduciary oversight, policy development, and ensuring the organization fulfills its mission and charitable purpose.

Section 2. Board Size

The Board shall consist of no fewer than three (3) and no more than nine (9) directors, as determined by resolution of the Board.

Section 3. Board Terms

• Directors shall serve two (2) year terms.
• Directors may serve up to two (2) consecutive terms.
• After a one year break, a former director may be eligible for reappointment.
• Terms shall be staggered when possible to ensure continuity of leadership.

Section 4. Resignation and Removal

• A director may resign at any time by providing written notice to the Board Chair.
• A director may be removed for cause by a two thirds (2/3) vote of the remaining directors, including for failure to attend meetings, breach of fiduciary duty, or conduct inconsistent with the mission and values of Men Matter.

Section 1. Officers

The officers of the Corporation shall include Chair, Vice Chair, Secretary, and Treasurer. One person may hold more than one office, except the Chair and Treasurer may not be the same person.

Section 2. Duties of Officers — Chair

• Presides over Board meetings
• Provides leadership to the Board
• Ensures governance effectiveness and mission alignment
• Serves as primary liaison to executive or program leadership

Section 2. Duties of Officers — Vice Chair

• Supports the Chair
• Assumes duties of the Chair in their absence
• Assists with strategic planning and governance initiatives

Section 2. Duties of Officers — Secretary

• Maintains official records and meeting minutes
• Ensures proper notice of meetings
• Oversees document retention and compliance

Section 2. Duties of Officers — Treasurer

• Oversees financial matters of the Corporation
• Reviews financial reports and budgets
• Ensures appropriate financial controls and transparency
• Reports financial status to the Board regularly

Section 3. Election and Term of Officers

• Officers shall be elected by the Board annually.
• Officers may serve one year terms and may be reelected.

Section 1. Regular Meetings

The Board shall meet bimonthly (every two months) at a time and place determined by the Board.

Section 2. Special Meetings

Special meetings may be called by the Chair or by a majority of the Board with reasonable notice.

Section 3. Quorum

A majority of the directors then in office shall constitute a quorum for the transaction of business.

Section 4. Participation

Directors may participate in meetings via electronic means (video or phone), provided all participants can hear one another.

Section 1. Voting Rights

Each director shall have one (1) vote.

Section 2. Approval of Actions

Unless otherwise stated in these bylaws:

• Actions require a simple majority vote of directors present at a meeting with a quorum.
• Votes may be taken by voice, show of hands, or electronic means.

Section 3. Written Consent

Any action required or permitted to be taken by the Board may be taken without a meeting if all directors consent in writing or electronically.

Section 1. Purpose

The purpose of this Conflict of Interest Policy is to protect Men Matter’s interests when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a director, officer, or key person.

Section 2. Definition

A conflict of interest arises when a person in a position of authority has a financial or personal interest that could compromise their objectivity or loyalty to the Corporation.

Section 3. Disclosure

Any director, officer, or key person with an actual or potential conflict of interest must:

• Disclose the existence of the conflict
• Provide all material facts related to the conflict

Section 4. Determining Whether a Conflict Exists

After disclosure, the interested person shall leave the meeting during discussion and voting. The remaining Board members shall determine whether a conflict of interest exists.

Section 5. Procedures for Addressing the Conflict

If a conflict is determined to exist:

• The Board may approve the transaction only if it is fair, reasonable, and in the best interest of the Corporation
• Approval requires a majority vote of disinterested directors

Section 6. Records

Minutes of Board meetings shall document:

• The disclosure of the conflict
• The decision made
• The vote taken

Section 7. Annual Statements

Each director and officer shall annually sign a Conflict of Interest disclosure statement affirming compliance with this policy.

These bylaws may be amended by a two thirds (2/3) vote of the Board of Directors at any regular or special meeting, provided notice of the proposed amendment is given in advance.

These bylaws were adopted by the Board of Directors of Men Matter on the date recorded in the official minutes, attested by the signatures of the Chair and the Secretary.