NHSPA Bylaws

Amended and Restated; approved by the Membership May 3, 2015

ARTICLE I - NAME

The name of the corporation shall be NEW HAMPSHIRE SOCIETY OF PHOTOGRAPHIC ARTISTS (NHSPA). It shall be a non-profit corporation organized pursuant to New Hampshire Revised Statutes Annotated Chapter 292.

ARTICLE II - OFFICES

The principal place of business shall be at such offices, either within or without the State, as the Board of Directors may designate, or as the business of the corporation may from time to time require.

ARTICLE III - Purpose

The objects for which the corporation is established are:

A.        The corporation is to support photography as a means for creative expression and cultural insight. The NHSPA will focus on the education and artistic development of its members and the community by providing exhibitions, publications, education, and outreach programs.

B.        To receive outright or in trust, gifts and devises and legacies of all forms of real and personal property, and to hold and manage the same under the terms and conditions imposed thereon, provided that said terms and conditions shall not be inconsistent with the objects expressed in these Bylaws.

ARTICLE IV - MEMBERSHIP

Any person interested in photography applying for membership in any of the membership categories and paying the required dues, shall become a member. The membership categories shall be:

A.        Individual - Any. person interested in engaging in the activities of the organization shall be eligible.

B.        Founder or Sponsor - individuals who wish to provide additional support for the activities of the organization.

C.        Family - Any two adults sharing a residence shall be eligible for a joint membership.

D.        Life membership - by majority vote of all voting members of the Board of Directors, a life membership may be conferred upon any Member who shall have rendered notable service to the organization. The life member shall pay no dues but shall retain full voting privileges.

ARTICLE V - DUES

Annual dues shall be payable by January 1 for the ensuing year. The amount of dues shall be determined by the Board of Directors and may be changed from time to time as determined by the Board of Directors.

ARTICLE VI - BOARD OF DIRECTORS

A.        The governing body shall be the Board of Directors (hereinafter referred to as the Board) in which the governance and management of the organization is vested except as otherwise provided for in the Bylaws.

B.        The Board shall consist of ten voting members elected by the Membership at Annual Meetings, plus the immediate Past President, who is also a voting member of the Board.

C.        The chairpersons of standing committees and all other past-Presidents shall be non-voting ex officio members of the Board.

D.        The term of office for Board members shall be two years.

E.        Board members may be elected for not more than three consecutive two-year terms, regardless of position. However, this limit may be suspended on a case-by-case basis by 2/3 vote of all voting members of the Board, and 2/3 vote of the Membership present at the Annual Meeting at which the election is to take place.

F.        The Board, as governing body of the organization, shall have the power to conduct all affairs of the organization. The Board shall decide questions of policy that for any reason cannot be acted upon at a meeting of the organization and shall perform such other functions as designated in the Bylaws or otherwise assigned to it. At any meeting of the Board, a majority of voting members shall constitute a quorum. The Board, through its chairperson, shall render an annual report at the annual meeting of the organization.

G.       Any member of the Board wishing to resign shall do so, in writing, to the Board.

H.        The Board shall have the power to terminate and replace any participating director, custodian or agent for breach of fiduciary duty under the laws of the State of New Hampshire. The Board shall carry out its functions and duties in a manner which conforms to New Hampshire R.S.A. Ch. 292-B, "Uniform Management of Institutional Funds," as amended, to the extent it is applicable.

I.         A vacancy for any Officer or other Board member may be filled by majority vote of all remaining voting members of the Board for the unexpired portion of the term.

ARTICLE VII - OFFICERS

A.        The Officers shall be a President, a Vice-President, a Secretary, and a Treasurer. Officers shall be elected by the voting members of the Board from among Board members.

B.        Any Officer wishing to resign shall do so, in writing, to the Board.

C.        The President shall have executive supervision over the activities of the organization within the scope provided by these Bylaws. The President shall serve as Chairperson and shall preside at Membership and Board meetings; report annually on the activities of the organization with the assistance required, and provided for, by other Board members; and make required appointments, including an auditor, the chair and other members of committees, and other persons not provided for,

D.      The Vice-President shall assume the duties of the President in the event of the absence, incapacity, or resignation of the President.

E.      The Secretary shall keep the minutes of all meetings of the membership and Board and provide any assistance deemed necessary by the President in the preparation of the Board's annual report. Other duties shall include, but not be limited to, the following: assist the President with general correspondence; notify members of their election to office and/or appointment to committees; provide membership notice of all meetings; and, at the request of the President, notify Board members of aff called meetings.

F.       The Treasurer shall be responsible for the safekeeping of the funds of the organization, maintaining adequate financial records, maintaining a list of members, and collecting membership dues. A report shall be prepared by the Treasurer to be included as part of the President's annual report.

ARTICLE VIII - COMMITTEES

The organization may have the following standing committee, as needed:

A.      A Nominating Committee, appointed by the President, to propose qualified candidates to fill Board positions.

B.      Other committees, standing or ad hoc, may be created by the President, who shall appoint the chairperson and members of all committees.

ARTICLE IX - MEETINGS

A.      The Annual Meeting shall be held in the second quarter of each calendar year. Three weeks' notice shall be given to the Membership of these Annual Meetings.

B.      Additional meetings of the Membership may be held at other times at the call of the President to provide an opportunity for Members to develop closer working relationships and to share information. Three weeks' notice shall be given to the Members of these additional meetings.

C.      The Secretary shall notify the Membership of the date, time, and place of all meetings.

D.      The Board shall meet at least once a year. Board meetings may be called by the President.

E.      Individual members shall have a vote at meetings. A Family membership is entitled to one vote.

F.       A quorum at Membership Meetings constitutes those members in attendance at a meeting.

G.      "Roberts Rules of Order" shall govern proceedings at meetings.

ARTICLE X - MANAGEMENT PROVISIONS

A.      FISCAL YEAR. The fiscal year of the corporation shall be twelve months ending December 31.

B.      DESIGNATION OF DEPOSITORY. The monies of the corporation shall be deposited in the name of the corporation in such bank or banks or trust company as the Board shall designate and shall be drawn out by the Treasurer or such officer or officers as designated by the Board. Monies shall be paid out either by online bank transactions with unambiguous, auditable records, or by numbered checks signed by the Treasurer. Expenditures in excess of five hundred dollars shall be approved by the Board.

C.        ANNUAL REPORT. The Board shall at least annually prepare a report of the corporation's activities and financial condition. This may be accomplished by verbal and/or written reports at the Annual Meeting, which should be recorded in the minutes of that meeting.

D.        An audit of the finances of the organization shall be made annually.

ARTICLE XI - AMENDMENTS

These bylaws may be amended by a vote of two-thirds of the members present at any annual, regular, or special meeting of the corporation, provided that any proposed amendment to these bylaws shall first have been communicated by the Secretary to each member of the corporation at least three weeks prior to the meeting. if a petition for a change in the bylaws signed by ten members is presented to the Board 60 days prior to the annual meeting, it shall be presented to the membership at the annual meeting.

ARTICLE XII - CONFLICT OF INTEREST OF BOARD AND OFFICER MEMBERS

A.        Except in the case of pecuniary benefit transactions discussed below, Board and Officer members having a real or apparent conflict of interest in any matter before the Board must disclose the possible conflict, and may participate in the discussion but exclude themselves from the vote on the matter in question.

B.        Board and Officers members having an interest in a proposed pecuniary benefit transaction with the Organization that is brought before the Board shall have an affirmative obligation to disclose such interest and shall be prohibited from being present during or participating in the discussion on the subject or voting thereon. The Board shall authorize the Organization to enter into such transaction only in accordance with the applicable provisions of RSA 7:19-a.

C.        No part of the net earnings of the corporation shall inure to the benefit of any member, trustee, director, officer of the corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the corporation), and no member, trustee, director or officer shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the corporation.

Article XIII - DISSOLUTION OF THE CORPORATION AND DISPOSITION OF ASSETS

A.        Upon 2/3 vote of all voting members of the Board, and 2/3 vote of the Members present at an Annual Members Meeting, the corporation may be dissolved and its assets disposed of as described in the next paragraph.

B.        Upon dissolution of the corporation, and after payment of all outstanding obligations, the remaining assets of the corporation shall be distributed to the Currier Museum of Art in Manchester, New Hampshire in support of photographic art.

Article XIV - ELECTRONIC COMMUNICATION

A.       COMMUNICATION WITH MEMBERS: In all cases where communication with members is mentioned in these Bylaws, it is acceptable to use any form of communication currently in popular use, such as electronic mail. It is the responsibility of the Members to keep their contact information up to date with the Treasurer or his/her assistant who maintains the membership list.

B.      ATTENDANCE AT MEETINGS: While it is preferable that Board and Officer members be physically present at all meetings, in cases where it is a hardship for a person to travel it is acceptable for them to attend using any form of electronic communication currently in popular use, such as the telephone.