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.