Bylaws approved by the Membership May 3, 2015 were amended and restated.

Revision of 2015 bylaws approved unanimously by the board of directors on April 16, 2023.

Amendments approved by the membership at the annual meeting on May 20, 2023.

Amendment (name change) approved at the membership meeting on January 28, 2024.

ARTICLE I - NAME

The name of the corporation shall be New Hampshire Center for Photography. The corporation shall be a nonprofit 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 of New Hampshire, as the board of directors may designate, or as the business of the corporation may from time to time require.

ARTICLE III – PURPOSE AND POWERS

The objects for which the corporation is established are

A.  PURPOSE. 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 opportunities for programs such as exhibitions, publications, education, and outreach programs.

B.  POWERS.  The corporation shall have all the powers necessary to carry out the foregoing purposes and all the powers of nonprofit corporations organized under the laws of the State of New Hampshire.

C. LIMITATIONS.  The corporation shall be an equal opportunity employer, and it shall not discriminate on the basis of age, race, color, creed, sex, disabilities, financial status, or national origin (i) in the persons serviced, or in the manner of service; (ii) in the hiring, assignment, promotion, salary determination, or other conditions of staff employment; (iii) in the selection of members; or (iv) in the membership of its board of directors.

ARTICLE IV - MEMBERSHIP

  • A.     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.      Regular - Any individual interested in engaging in the activities of the organization shall be eligible.
  • b.      Premium - Individuals who may access additional benefits.
  • c.      Life membership - By majority vote of 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 member voting privileges.
  • d.      Other categories - Dues and benefits for other categories shall be determined by the board of directors.
  • B.      Any member may be removed for any cause deemed sufficient by the board of directors by the affirmative vote of two-thirds of the full number of directors then in office acting at a meeting of the board, the notice of which has specified the proposed removal. 

ARTICLE V - DUES

Annual dues shall be payable yearly 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 by law, the articles of agreement of the corporation, or these bylaws.
  • B.      The board shall consist of not less than ten voting members and not more than 15 voting members. The immediate past president shall also be a voting member of the board. At least five (5) voting board members must be unrelated by blood or marriage.
  • C.      Board members shall be nominated at the annual meeting. Nominations for board members shall be made by the nominating committee or by written request from a member to the board secretary not later than thirty (30) days prior to the annual meeting. Board members shall be elected by majority vote of the membership at the annual meeting.
  • D.     The chairs of standing committees and all other past-Presidents shall be non-voting ex officio members of the board, unless elected as voting members of the board.
  • E.       The term of office for board members shall be three years. Board members may be elected for not more than two consecutive three-year terms, regardless of position. However, this limit may be suspended on a case-by-case basis by two thirds (2/3) vote of the membership 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 is not acted upon at a membership meeting of the organization and shall perform such other functions as designated in the bylaws or otherwise assigned to it. The board, through its chair (president or vice president), shall render an annual report at the annual meeting of the organization.
  • G.     At any meeting of the board, a majority of voting directors currently in office shall constitute a quorum. The chair (president or vice president) of a meeting of the board of directors will confirm that there is a quorum present before starting the agenda.
  • H.     The board shall meet at least once a year. Board meetings shall be called by the president. Any one or more directors may participate in a meeting of the board of directors by conference telephone or other electronic means by which all persons participating in the meeting can communicate with each other.  Participation by telephone or other electronic means shall be equivalent to presence in person at a meeting for purposes of determining if a quorum is present. Reasonable notice of attendance of a board member by telephone or other electronic means shall be sent ahead to other board members.
  • I.       VOTING OUTSIDE OF MEETINGS. For a vote to be taken outside a board meeting, the question shall be sent to all board members in writing. For a motion to pass, there must be unanimous support for the motion, with written responses received from all board members. Printed copies of responses must be properly collected and included in the corporate record. Written responses include paper and electronic communication.
  • J.       RESIGNATIONS. Any member of the board wishing to resign shall do so, in writing, to the board.
  • K.      REMOVAL.  Any director may at any time be removed from office for any cause deemed sufficient by the board of directors by the affirmative vote of two-thirds of the full number of directors then in office acting at a meeting of the board, the notice of which has specified the proposed removal.  In addition, two consecutive absences from regular meetings of the board shall constitute an automatic resignation without any further action of the board of directors, unless the president of the board has excused the absences.
  • L.      TERMINATION. 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 RSA 292-B, "Uniform Management of Institutional Funds," as amended, to the extent it is applicable.
  • M.    VACANCIES. 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.
  • N.     WHISTLEBLOWER POLICY. The board will adopt a policy on whistleblower protection.
  • O.     DOCUMENT DESTRUCTION AND RETENTION POLICY. The board will adopt a policy on document destruction and retention.
  • P.      GIFT ACCEPTANCE POLICY. The board will adopt a policy on gift acceptance.

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 and serve a maximum of two three-year terms.
  • B.      Any officer wishing to resign shall do so, in writing, to the board. Such resignation shall take effect at the time specified in the notice, or if no time is specified, then immediately.
  • C.      Any officer may be removed from office at any time, with or without cause, by the affirmative vote of two-thirds of the board of directors at any regular or a special meeting of the board called expressly for that purpose.  The directors shall fill any vacancy occurring in any office of the corporation for the unexpired term.  No officer may serve more than two consecutive three-year terms unless deemed necessary by the board of directors for one additional term. An officer whose term of office has not expired may continue in such office, and continue for such term as a director, regardless of the director term limitations.
  • D.     The president shall have executive supervision over the activities of the organization within the scope provided by these bylaws. The president shall serve as chair and shall preside at membership and board meetings; report annually on the activities of the organization with the assistance required and provided by other board members; and make required appointments, as described below, and other persons not provided for.
  • E.       The vice president shall assume the duties of the president in the event of the absence, incapacity, or resignation of the president.
  • F.      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 all called meetings.
  • G.     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. The treasurer shall render to the board of directors, from time to time as may be required, an account of the financial condition of the corporation. 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 review proposed candidates from the members and to propose qualified candidates to fill board and committee positions.
  • B.      An executive committee, which shall include the officers listed above.
  • C.      Other committees, standing or ad hoc, may be created by the president, who shall appoint the chair and approve and appoint members of all committees.

ARTICLE IX - MEETINGS

A.      The annual membership 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. Meetings may be canceled with notice due to severe weather or emergency. Draft minutes of the membership meeting will be distributed to all members and subject to approval at the following meeting.

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

E.      Individual members each shall have a vote at membership meetings.

F.       A quorum of members in attendance at membership meetings is a minimum of ten (10) percent of the current membership.

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 as long as such depositories are located within the State of New Hampshire and are authorized to transact business by the State of New Hampshire and are federally insured. Monies of the corporation 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 one thousand dollars shall be approved by the executive committee of 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 written reports at the annual membership meeting, which shall be recorded in the minutes of that meeting.
  • D.     EXECUTION OF CONTRACTS AND DOCUMENTS.  All contracts and evidence of debt may be executed only as directed by the board of directors. 

ARTICLE XI - AMENDMENTS

These bylaws may be amended by a vote of two-thirds of the quorum of members present at any annual, regular, or special membership 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 membership meeting, it shall be presented to the membership at the annual meeting.

ARTICLE XII - CONFLICT OF INTEREST AND PECUNIARY BENEFIT TRANSACTIONS

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.        Directors of the board and 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.        The corporation is not organized for pecuniary profit. No part of the net earnings or principal of the corporation shall inure to the benefit of any member, director, officer of the corporation, or any other individual but reimbursement for expenditures or the payment of reasonable compensation for services rendered shall not be deemed to be a distribution of earnings or principal. 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 – VOLUNTARY CONTRIBUTIONS

The corporation may accept gifts, grants, legacies and contributions from any source including persons, corporations, trusts, charities, and governments and governmental agencies following the gift acceptance policy. Acceptance of gifts other than financial contributions shall require board approval.

Article XIV - DISSOLUTION OF THE CORPORATION AND DISPOSITION OF ASSETS

  • A.     Upon two thirds (2/3) vote of all voting members of the board, and two thirds (2/3) vote of the members present at a 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 XV - ELECTRONIC COMMUNICATION

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.

Article XVI - INDEMNIFICATION

The corporation may indemnify a person who is or was a director, officer, employee, or agent of the corporation or who is or was serving in another capacity at the request of the corporation, to the extent authorized by law, and may purchase and maintain insurance to protect itself and such persons against liability.

Adopted by the membership May 20, 2023.


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