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 C/O Anthony Delyani ESQ, 100 Arboretum DR # 140, Newington, NH, 03801, USA, Portsmouth, County of Rockingham, and State of New Hampshire 03801. The corporation may have such other 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:
- The corporation is to support contemporary 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.
- 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 or group interested in contemporary photography applying for membership in any of the membership categories and paying the required dues, shall become a member. The membership categories shall be:
- Individual - Any person interested in engaging in the activities of the organization shall be eligible.
- Founder or Sponsor - individuals who wish to provide additional support for the activities of the organization.
- Family - Any two adults sharing a residence shall be eligible for a joint membership.
- Group - Any group of individuals, such as a business enterprise or non-profit organization, interested in supporting and furthering the objectives of the organization shall be eligible.
- Life membership - by majority vote of the Board of Directors a life membership maybe 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 June 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 - INCORPORATORS
The Incorporators of the corporation shall be its original Directors, and they shall elect the initial Board of Directors within three months of incorporation. The initially elected Board of Directors shall have a composition and term of office in conformity with the requirements of Article VII below. After the election of the initial Board of Directors, the Incorporators shall relinquish management of the affairs of the corporation to the Board of Directors.
ARTICLE VII - OFFICERS AND DIRECTORS
- The officers shall be a President, a Vice-President, a Secretary, and a Treasurer.
- The governing body shall be the Board of Directors (hereinafter referred to as Board) in which the governance and management of the organization is vested except as otherwise provided for in the Bylaws.
- The Board shall consist of the officers, the immediate past-President, and four additional members elected by the membership. The chairpersons of standing committees and all past-Presidents shall be non-voting ex officio members.
- The term of office for officers and other Board members shall be two years. Board members may be elected for not more than three consecutive two-year terms in the same position. At the time of the initial election of officers and other Board members, two Board members shall be elected for two-year terms. The other two Board members shall be elected for one-year terms. At the end of the first year, elections shall be held for the positions of the two outgoing members of the Board.
- 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, five members shall constitute a quorum. The President shall serve as chairperson of the Board. The Board, through its chairperson, shall render an annual report at the annual meeting of the organization.
- The President shall have executive supervision over the activities of the organization within the scope provided by these Bylaws. The President 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.
- The Vice-President shall assume the duties of the President in the event of the absence, incapacity, or resignation of the President.
- 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.
- 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. All moneys received by the Treasurer shall be deposited with a reliable banking company in the name of the organization. Moneys shall be paid out by numbered check signed by the Treasurer. Expenditures in excess of five hundred dollars shall be approved by the Board. A report shall be prepared by the Treasurer to be included as part of the President's annual report.
- An audit of the finances of the organization shall be made annually.
- Any officer or member of the Board wishing to resign shall do so, in writing, to the Board.
- The Board of Directors 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 of Directors shall carry out its functions and duties in a manner which conform to New Hampshire R.S.A. Ch. 292-B, "Uniform Management of Institutional Funds," as amended, to the extent it is applicable.
- A vacancy in any office may be filled by majority vote of the Board for the unexpired portion of the term.
ARTICLE VIII - COMMITTEES
The organization may have the following standing committees:
- The Publications committee is responsible for the preparation of a newsletter.
- The Program committee is responsible for the coordination of presentations at regular meetings.
- The Nominations committee is responsible for making nominations for the elections of officers and members of the Board.
- The Special Events committee is responsible for planning and conducting such special events or activities as determined by the Board
Other committees, standing or ad hoc, may be created by the President who shall appoint the chairperson and members of all committees. Chairpersons and committee members shall be appointed for two-year terms. Individuals may be reappointed for additional two-year terms.
ARTICLE IX - MEETINGS
- The annual meeting shall be held on the third Tuesday in May. The Board may change the date of the annual meeting, providing written notice is given to the membership three weeks in advance of the meeting date.
- There shall be an additional meeting held in November at the call of the President to provide an opportunity for members to develop closer working relationships and to share information.
- The Secretary shall notify the membership of the date, time, and place of all meetings.
- The Board shall meet at least once a year. Special meetings may be called by the President.
- Individual members shall have a vote at meetings. A Family membership is entitled to one vote. Organizations or institutions holding a Group membership shall have one vote each.
- A quorum constitutes those members in attendance at a meeting.
- "Roberts Rules of Order" shall govern proceedings at meetings.
ARTICLE X - Management Provisions
- FISCAL YEAR. The fiscal year of the corporation shall be twelve months ending June 30.
- DESIGNATION OF DEPOSITORY. The moneys 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.
- ANNUAL REPORT. The Board of Directors shall at least annually prepare a written report of the corporation's activities and financial condition, activities.
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 given 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 of Directors 60 days prior to the annual meeting, it shall be presented to the membership at the annual meeting.
ARTICLE XII - Conflict of Interest of Officers and Directors-Pecuniary Interest
- Directors having a real or apparent conflict of interest in any matter before the Board must disclose the possible conflict and exclude themselves from the discussion and vote on the matter in question. Directors 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.
- 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.