PENACOOK VILLAGE ASSOCIATION
NAME, OFFICE AND PURPOSE
††††††††††† Section 1.†††††††† Name.† The name of the corporation shall be Penacook Village Association.
††††††††††† Section 2.†††††††† Office.† The principal office of the corporation shall be located in Penacook, an area in Concord, New Hampshire.† The corporation may have such other offices as the Board of Directors (hereinafter referred to as the ďBoardĒ) may establish from time to time.
††††††††††† Section 3.†††††††† Purpose.† To involve citizens in enhancing the quality of life, protecting the historic character, and fostering economic vitality in Penacook Village.
††††††††††† Section 1.†††††††† Membership Body.† The corporation shall have a membership body comprised of persons, firms, partnerships, associations, corporations, or other entities or organizations, whether public or private, for profit or non-profit, governmental or non-governmental, that reside, have a business location, or conduct a significant amount of activities in Penacook and are interested in supporting and promoting the purposes and activities of the corporation.† Membership in the corporation shall be available without regard to race, color, creed, or national origin.†
††††††††††† Section 2.†††††††† Dues.† Each Member shall pay to the corporation such initiation fees and annual dues as the Board may establish from time to time pursuant to Article XI.
††††††††††† Section 3.† †††††† Term.† The term of office of a member shall extend to the annual meeting next following election, but such membership shall be automatically renewed upon payment of dues for the next succeeding fiscal year in accordance with Article XI.
††††††††††† Section 4.†††††††† Meetings.† Members shall meet at least annually, and more often as the Board may direct pursuant to the provisions of Article III.
††††††††††† Section 5.†††††††† Voting and Other Rights.† A member who is in good standing as determined under Article XI of these By-laws relating to timely payment of any required dues or other fees shall be entitled to vote at meetings of the members.† Only members in good standing shall be eligible to vote at or participate in meetings of the membership or to serve as a Director of the corporation.† Each member, whether an individual, entity or other organization, shall be entitled to a single vote on each matter submitted to a vote at† membership meetings.† Each member that is an entity or organization shall designate an individual who will act as its representative and be entitled to vote on the memberís behalf at membership meetings.
††††††††††† Section 6.†††††††† Termination of Membership.† The Board may suspend or expel a member for violation of these By-laws including, without limitation, for failure to pay dues in accordance with Article XI hereof.
††††††††††† Section 7.†††††††† Resignation.† Any member may withdraw from the corporation by filing a written notice with the President and Board of Directors, but such withdrawal shall not relieve the withdrawing member of the obligation to pay any unpaid dues, assessments, or other charges which accrued to the date of withdrawal.
††††††††††† Section 8.†††††††† Effect of Membership.† On becoming a member of the corporation, each member thereby agrees to be bound by the provisions and terms of the corporationís Articles of Agreement, By-laws, and any rules and regulations as then in effect and as may be amended or adopted from time to time by the Board of Directors.† The corporation shall not be authorized to pay nor shall any member be entitled to receive any dividends or other distributions of any kind from the corporation by virtue of such membership.
††††††††††† Section 9.†††††††† Transfer of Membership.† Membership in the corporation and any certification evidencing such membership is not transferable or assignable.
MEETINGS OF MEMBERS
††††††††††† Section 1.†††††††† Monthly and Annual Meetings.† The members of the corporation may meet at least once per month in addition to the annual meeting as determined by the Board of Directors and noticed to the members pursuant to Art. III, Sec. 4.† The annual meeting of the members shall be held within one hundred twenty (120) days of the end of each fiscal year at such time as the Board of Directors may determine and may coincide with the monthly meeting.† At the annual meeting, the members entitled to vote shall elect all Directors who are required to be elected at such meeting in accordance with Article IV of these By-laws and shall transact such other business as may properly be brought before the meeting.† If, for any reason, the annual meeting of members is not held as above provided, the Board may call and hold the annual meeting of the members at any time thereafter.
††††††††††† Section 2.†††††††† Special Meetings.† Special meetings of the members shall be held whenever called by the Board, or by request in writing of not less than twenty-five percent (25%) of the members, or by request in writing of a majority of the Executive Committee.† Each call for a special meeting shall be in writing and signed by the person or persons making the same, addressed and delivered to the President and Board, and shall state the time, place and purposes of the meeting.† Business transacted at special meetings shall be confined to the purposes stated in the call and matters reasonable incident thereto.
††††††††††† Section 3.†††††††† Place of Meetings.† All meetings of the members shall be held at a location as is designated by the Board of Directors or others calling such meeting and as is stated in the call thereof, within a 20-mile radius to Penacook in the State of New Hampshire.
††††††††††† Section 4.†††††††† Notice of Meetings.† Notice of the time, place and purposes of each meeting of members shall be posted on the Penacook Village Associationís website, www.penacook.org, 20 days prior to each meeting, and emailed to each member at such email address as appears on the books of the corporation at least seven (7) business days prior to the date of such meeting.† It is each memberís responsibility to check the above website to confirm the time, place, and purpose of each meeting.
††††††††††† Section 5.†††††††† Waiver.† Any member may waive notice of a monthly, annual or special meeting either before or after such meeting.† The attendance of a member at a meeting, whether in person or by proxy, shall constitute a waiver of notice of such meeting, except when a member attends a meeting with the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
††††††††††† Section 6.†††††††† Quorum of Members.† Ten percent (10%) of the members entitled to vote at any meeting, when present in person or represented by a proxy, shall constitute a quorum for the transaction of business at any meeting of the members.† If less than a quorum is present at any such meeting, those present may adjourn the meeting from time to time without further notice.
††††††††††† Section 7.†††††††† Proxies and Voting.† Members entitled to vote shall have one (1) vote on each matter submitted to a vote of the members.† Members may vote either in person or by proxy executed in writing and dated not more than six (6) months before the meeting named therein and filed with the President and Board of Directors.
††††††††††† Section 8.†††††††† Manner of Acting.† When a quorum is present at any meeting, a majority of the votes entitled to be cast on a matter to be voted upon by the members shall decide any question brought before such meeting, unless such greater proportion is required by statute or by these By-laws, in which case such greater proportion will govern the decision of such question.
BOARD OF DIRECTORS
††††††††††† Section 1.†††††††† General.† The affairs of the corporation shall be managed by the Board of Directors.† Each Director shall be a member in good standing of the corporation.
††††††††††† Section 2.†††††††† Number and Election of Directors.† The Board shall consist of not less than five (5) or more than nine (9) Directors.† The number of Directors shall be determined by vote of the members at the annual meeting.† Except for the initial Board hereinafter provided for, Directors shall be elected by the members entitled to vote at the annual meeting of the members.
††††††††††† Section 3.†††††††† Term of Office.† Except as otherwise provided in Section 4 of this Article IV with respect to the initial Directors of the corporation, each term of office of a Director shall be two (2) years in duration.† Each Director shall serve until a successor shall be elected and shall qualify.† The terms of Directors shall be staggered so that a proportional number of directors shall be elected annually.† There shall be no limit on consecutive terms served by a Director.
††††††††††† Section 4.†††††††† Initial Board of Directors.† The initial Board of Directors shall be elected by the incorporators of the Corporation.† The initial Board shall be divided into three (3) classes consisting of an equal or substantially equal number of Directors.† The Directors in one (1) such class shall be elected to serve until the fourth (4th) annual meeting of the members of the corporation; the Directors in another class shall be elected to serve until the third (3rd) annual meeting of the members of the corporation; and the Directors in the third (3rd) class shall be elected to serve until the second (2nd) annual meeting of the members of the corporation.
††††††††††† Section 5.†††††††† Resignation.† Any Director may resign at any time by giving his or her resignation in writing to the President and Board.
††††††††††† Section 6.†††††††† Removal.† A Director may be removed from office at any time and for any reason by vote of the Board, but such Board decision to remove a Director must be confirmed by a vote of a majority of the members at the next member meeting where a quorum is present.† The confirmation vote may occur at a special meeting called for that purpose, or at the next regularly scheduled monthly meeting of the members.† Regardless of the type of meeting, the membership will be informed of the impending confirmation vote via publication on the corporation website and by email prior to the meeting.† The removed Director shall not vote on corporation business, nor participate in Board discussions until the confirmation vote occurs.† If the members do not confirm the Directorís removal, he/she shall immediately resume the position of a Director with all the duties and responsibilities described in these By-laws.
††††††††††† Section 7.†††††††† Vacancies.† If a vacancy occurs in any office of Director for any reason other than the normal expiration of the Directorís term of office, a majority of the remaining Directors although less than a quorum shall choose a successor or successors who shall hold office for the unexpired term in respect of which such vacancy occurred.† In the event of a vacancy or vacancies in the office of Director, the remaining Directors then in office shall have full power and authority to act as the Board until such vacancy is filled.
MEETINGS OF DIRECTORS
††††††††††† Section 1.†††††††† Regular Meetings.† A regular annual meeting of the Board of Directors will be held without other notice than this By-law, immediately after, and at the same place as, the annual meeting of members.† The Board shall elect the officers of the corporation at this meeting.† The Board of Directors shall hold additional regular meetings at least semi-annually at such times and places as the Board may provide by resolution and without other notice than such resolution.† These semi-annual meetings may follow the membersí monthly meetings.†
††††††††††† Section 2.†††††††† Special Meetings.† Special meetings of the Board of Directors shall be held whenever called by or at the request of the President or a majority of the Directors then in office.† Any and all business may be transacted at a special meeting.† Each call for a special meeting shall be in writing and signed by the person or persons making the same, addressed and delivered to the President and Board, and shall state the time and place of such meeting.
††††††††††† Section 3.†††††††† Notice of Special Meetings.† Written notice of the time and place of any special meeting shall be forwarded by mail, e-mail or facsimile transaction to each Director at his or her last-known address on file with the corporation at least three (3) days prior to the date of such meeting.
††††††††††† Section 4.†††††††† Waiver.† Any Director may waive notice of any special meeting either before or after such meeting.† The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except when a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
††††††††††† Section 5.†††††††† Quorum.† A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than a quorum is present at such meeting, those present may adjourn the meeting from time to time without further notice.
††††††††††† Section 6.†††††††† Manner of Acting.†††††††† Unless otherwise specifically provided by statute or these By-laws, the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
††††††††††† Section 7.†††††††† Action Without a Meeting.† Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing setting forth the act so taken is signed by all the Directors.
POWERS AND DUTIES OF DIRECTORS
††††††††††† Section 1.†††††††† Generally.† The Board of Directors shall manage the business and affairs of the corporation and shall have the powers and duties of a board of directors and, except for powers expressly reserved to the members, a membership body under New Hampshire law.† The Board may from time to time, to the extent permitted by law, delegate any of its powers and duties to committees, officers, attorneys or agents for the corporation, subject to such limitations as the Board may impose.
††††††††††† Section 2.†††††††† Powers.† Without limiting the general powers of the Directors as set forth in Section 1, above, the Board shall have the power:
(a)††††††† To conduct, manage and control the affairs and business of the corporation and to make rules and regulations for the guidance of the officers and the management of the affairs of the corporation;
(b)††††††† To elect and/or appoint and remove at its pleasure all officers, agents and employees of the corporation, prescribe their duties, fix their compensation, and require from them, if advisable, security for faithful service;
(c)††††††† To select or authorize the selection of one (1) or more banks to act as depository of the funds of the corporation and to determine the manner of receiving, depositing, and distributing the funds of the corporation and the form of checks and the person or persons by whom same shall be signed, with the power to change such banks, person, or persons signing such checks and the form thereof at will;
(d)††††††† To incur such indebtedness, to pledge such property of the corporation as collateral and to act as guarantor or surety for others as shall be deemed necessary or appropriate to further the purposes of the corporation;
(e)††††††† To invest the funds of the corporation in such manner deemed necessary or appropriate to further the purposes of the corporation; and
(f)†††††††† To acquire property, dispose of property and enter into contracts on behalf of the corporation that shall be deemed necessary or appropriate to further the purposes of the corporation, and to fix the terms of any such acquisition or disposition of property and of any such contracts.
††††††††††† Section 3.†††††††† Duties.† Without limiting the general duties of the Directors as set forth in Section 1, above, the Board shall have the duty:
(a)††††††† To keep a complete record of all its acts and of the proceedings of its meetings and to present a statement at the annual meeting showing the condition of the affairs of the corporation;
(b)††††††† To supervise all officers, agents, and employees and to see that their duties are properly performed, and to see that all officers and employees who handle funds are adequately bonded, if the Board deems it appropriate;
(c)††††††† To cause to be installed and/or maintained a system of bookkeeping, consistent with generally accepted accounting principles, that shows the receipts, disbursements, and operations of the corporation;
(d)††††††† To make all corporate and tax filings required under federal and state law; and
(e)††††††† To authorize the execution by the corporation of all contracts between it and others.
EXECUTIVE COMMITTEE; OTHER COMMITTEES
††††††††††† Section 1.†††††††† Executive Committee.† The Board of Directors shall elect an Executive Committee to consist of the Officers of the corporation and such number of addition directors and members as the Board may from time to time determine, provided that the Executive Committee shall have an odd number of members.†
††††††††††† Section 2.†††††††† Term of Office.† Each member of the Executive Committee shall serve at the pleasure of the Board or until a successor shall be elected and shall qualify.
††††††††††† Section 3.†††††††† Powers and Duties of Executive Committee.† During the intervals between meetings of the Board of Directors, the Executive Committee shall possess and exercise all delegable powers and perform all delegable duties of the Board not inconsistent with the laws of the State of New Hampshire or these By-laws.
††††††††††† Section 4.†††††††† Manner of Acting.† A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business and the affirmative vote of a majority of the full committee shall be necessary for the taking of any valid action.
††††††††††† Section 5.†††††††† Other Committees.† The Board may from time to time by resolution designate and appoint such other committees as it deems necessary or appropriate to promote the purposes and carry on the work of the corporation, each of which shall consist of one or more Directors and may also include officers or other individuals who are not Directors.† Each such committee shall perform the duties assigned to it by the Board of Directors and shall serve at the pleasure of, and subject always to direction and supervision by, the Board.
††††††††††† Section 1.†††††††† Officers; Election.† The officers of the corporation shall be a President, one or more Vice Presidents, a Secretary, and a Treasurer, each of whom shall be elected annually by the Board of Directors at its regular meeting immediately following the annual meeting of the members.† The Board may also at its regular annual meeting or at any other properly constituted meeting of the Board elect such other officers and one (1) or more assistants as it deems appropriate.† The officers must all be members of the Board of Directors.† Any two (2) or more offices may be held by the same person.
††††††††††† Section 2.†††††††† Term of Office.† Each officer shall hold office until the next regular annual meeting of the Board or until a successor shall be elected and shall qualify.
††††††††††† Section 3.†††††††† Removal.† Any officer may be removed by the Board whenever in its judgment the best interests of the corporation would be served thereby.
††††††††††† Section 4.†††††††† Vacancies.††††††† A vacancy in any office for any reason may be filled by the Board for the unexpired portion of the term.
††††††††††† Section 5.†††††††† President.†††††††† The President shall be the principal executive officer of the corporation and, subject to the control of the Board, shall in general supervise and control all of the business and affairs of the corporation.† The President shall, when present, preside at all meetings of the membership, of the Board and of the Executive Committee.† The President shall perform all duties incident to the office of President and have such other powers and perform such other duties as the Board may prescribe from time to time.
††††††††††† Section 6.†††††††† Vice President(s).† In the absence of the President or in the event of the Presidentís death, inability or refusal to act, the Vice President (or in the event there is more than one (1), the Vice Presidents in the order of their election unless another order has been designated by the Board) shall perform the duties of the President and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President.† Any Vice President shall perform such other duties as from time to time may be assigned to the Vice President by the President or by the Board.
††††††††††† Section 7.†††††††† Treasurer.† The Treasurer shall:
(a)††††††† Have charge and custody of and be responsible for all funds and securities of the corporation;
(b)††††††† Receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies or other depositories as shall be selected from time to time by the Board in accordance with these By-laws;
(c)††††††† Present at the annual meeting of the members an accounting of the corporationís finances for the prior year as well as an analysis of the upcoming fiscal yearís expected debts and assets, and whatever additional information may be requested by the Board;
(d)††††††† Present an accounting to the Board, upon its request, of the corporationís finances as well as an analysis of the upcoming expected debts and assets, and whatever additional information may be requested by the Board; and
(e)††††††† In general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the President or by the Board.
††††††††††† Section 8.†††††††† Secretary.† The Secretary shall:
(a)††††††† Keep the minutes of the proceedings of the membership, the Board, and the Executive committee in one (1) or more books provided for that purpose;
(b)††††††† See that all notices are duly given in accordance with the provisions of these By-laws or as required by law;
(c)††††††† Be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized;
(d)††††††† Keep a register of the email address, mailing address of each Director, officer, and member of the corporation; and
(e)††††††† In general perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned to the Secretary by the President or by the Board.
††††††††††† Section 9.†††††††† Other Officers.† Other officers or assistants to officers shall have such powers as may be designated from time to time by the Board of Directors.
CONTRACTS, LOANS, CHECKS AND DEPOSITS
††††††††††† Section 1.†††††††† Contracts.† The Board may authorize any officer(s), agent(s) or employee(s) to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
††††††††††† Section 2.†††††††† Loans.† No loans shall be contracted on behalf of the corporation and no evidence on indebtedness shall be issued in its name unless authorized by resolution of the Board.
††††††††††† Section 3.†††††††† Checks, Drafts, etc.† All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by the President or Treasurer, and one additional Board member.
††††††††††† Section 4.†††††††† Deposits.† All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board may select.
††††††††††† The fiscal year of the corporation shall begin on January 1 and end on December 31 in each year.
††††††††††† Section 1.†††††††† Annual Dues.† The Board may determine from time to time the amount of initiation fees and annual dues, if any, payable to the corporation by members.† The Board may vary the amount of any such fees or dues payable by various classes of members, such as individuals, businesses, other non-profit entities, and government organizations or entities.
††††††††††† Section 2.†††††††† Payment of Dues.† Membersí dues for each fiscal year shall be payable on or before September 1 in that fiscal year.† Any initiation fee, and annual dues for memberships commenced during a fiscal year, shall be due and payable within sixty (60) days of the corporationís presentation of a statement therefore to be a member.
††††††††††† Section 3.†††††††† Good Standing.† Notwithstanding any other provision of these By-laws, all dues and other amounts due and owing by a member through the annual meeting must be remitted to the Treasurer of the corporation prior to the annual meeting to entitle such member to voting rights at such meeting.
††††††††††† The corporation may receive and accept contributions of cash or property by way of gift, grant, bequest or devise, from any person, firm, governmental entity or any other entity or organization, to be administered and expended in accordance with and pursuant to the purposes of the corporation; but no contribution of any such cash or property shall be received and accepted if it is conditioned or limited in such manner as shall, in the opinion of the Board, jeopardize any federal income tax exemption of the corporation pursuant to sections 501(a) and 501(c)(3) of the Internal Revenue Code of 1986, as amended from time to time.
††††††††††† The corporate seal shall have inscribed thereon the name of the corporation and the year of its organization.
RULES OF ORDER AND PROCEDURE
††††††††††† The Board may adopt rules of order and procedure for meetings of the members, the Board, the Executive Committee and other committees of the corporation; provided, however, that the Board may not, without the approval of the members, adopt, amend or repeal any By-law if such action would materially and adversely affect the voting or other rights of members.
††††††††††† These By-laws may be amended at any time by the vote of a majority of the full Board of Directors, except that any change in:
††††††††††† (a)††††††† The number and election of directors; or
††††††††††† (b)††††††† Distribution of the corporationís assets on dissolution;
shall require the affirmative vote of a majority of the corporationís members.† The proposed amended language shall be published on the corporation website and the vote on the proposed amendment shall be noticed to the members according to these By-laws.
CONFLICT OF INTEREST
††††††††††† Any possible conflict of interest on the part of any member of the Board, officer or employee of the Corporation, shall be disclosed in writing to the Board and made a matter of record through an annual procedure and also when the interest involves a specific issue before the Board. Where the transaction involving a board member, trustee or officer exceeds $500 but is less than $5,000 in a fiscal year, a two-thirds vote of the disinterested directors is required. Where the transaction involved exceeds $5,000 in a fiscal year, then a two-thirds vote of the disinterested directors and publication in the required newspaper is required. †The corporation website and the minutes of the meeting shall reflect that a disclosure was made, the abstention from voting, and the actual vote itself. Every new member of the Board will be advised of this policy upon entering the duties of his/her new office, and shall sign a statement acknowledging, understanding of and agreement to this policy. The Board will comply with all requirements of New Hampshire law in this area and the New Hampshire requirements are incorporated into and made a part of this policy statement.