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HENNIKER BUSINESS ASSOCIATION BY-LAWS
ARTICLE I. GENERAL
Section 1. Name.
This organization is an
association formed under the State laws of New Hampshire and shall be known as
the Henniker Business Association hereinafter referred to as the Association.
Section 2. Object.
This Association is organized
for the purpose of promoting the growth and prosperity of Henniker, New
Hampshire and to foster and to assist its commerce by encouraging supportive
policies at the local and state level and to enhance the public image of local
businesses.
Section 3. Limitation of
Methods.
The Association shall be
nonprofit, nonpartisan and nonsectarian.
Section 4. Location and
Address.
The Location and Address of
the Association will be determined, from time to time, by the Board of
Directors. The Board is
authorized to secure a Post Office Box for the purpose of receiving mail.
The mailing address of the Association is P.O. Box 885, Henniker, NH
03242.
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ARTICLE II - MEMBERSHIP
Section 1. Eligibility.
Any business acting as a firm,
individual, professional, association, corporation, partnership having an
interest in the above objective, located within the Town of Henniker or within
two (2) miles by road from the Town lines, shall be eligible to apply for
membership.
Section 2. Election.
Application for membership
shall be in writing on the forms specified.
Applications will be submitted to the Board of Directors, and
Memberships approved by the Board will begin upon payment of dues.
Section 3. Dues.
Membership dues shall be at
such rate or rates, schedules or formulas as may be from time to time
prescribed by the Board of Directors or determined annually by a vote of the
membership payable annually in advance.
Section 4.
Termination.
a) Any member
may resign from the Association upon written request to the Board of
Directors.
b) Any member
shall be expelled by the Board of Directors by a two-thirds vote for
nonpayment of dues after ninety (90) days from the due date unless otherwise
extended, for good cause.
c) Any member
may be expelled by a two-thirds vote of the Board of Directors at a regularly
scheduled meeting thereof for conduct unbecoming a member or prejudicial to
the aims or repute of the Association, after notice and opportunity for a
hearing are afforded the member complained against.
Section 5.
Exercise of Privileges.
Any firm, professional, association, corporation,
partnership holding membership may nominate individuals whom the holder
desires to exercise the privileges of membership covered by its subscription
subject to approval by the Board of Directors.
Section 6.
Voting Restriction of Members.
Every active member of the Henniker Business Association
in good standing is entitled to one vote in any election, referendum, or
membership meeting.
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ARTICLE III - MEETINGS
Section 1.
Annual Meeting.
The annual meeting of the Association shall be held on
the 1st Wednesday of May each year or at such other time and place as
determined by the Board of Directors and notice thereof mailed to each member
at least ten (10) days before said meeting.
Section 2.
Additional Meetings.
a) General
meetings of the Association may be called by the President at any time,
or upon petition in writing of any ten (10) active members in good standing.
Notice of special meetings shall be mailed to each member at least ten
(10) days prior to such meetings.
b) The Board
of Directors shall meet at least four (4) times per year.
Special meetings may be called upon written application of three (3)
members of the board. Written
notice (including the purpose of the meeting) shall be given to each Director
at least one day prior to said meeting.
c) Committee
Meetings may be called at any time by the President or Vice President or by
the Chairman of the Committee.
d) A schedule
of general membership meetings will established and published annually by the
Board of Directors.
Section 3.
Quorums.
a) At any duly
called General Meeting of the Association, a majority of the active members
present and voting shall constitute a quorum.
b) A majority
of the directors shall constitute a quorum of the Board of Directors.
c) If there is
no quorum at any meeting, action taken shall require a two-thirds vote by
those present at the meeting.
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ARTICLE IV - BOARD OF DIRECTORS
Section 1.
Composition of the Board.
The Board of Directors shall be composed of not less than
five (5). Directors shall be
elected annually to serve for three (3) years or until their successors are
elected and have qualified. for
the formation of the original Board, two (2) will be elected for three years,
two (2) for 2 years, and one (1) for one year.
Section 2.
Annual Reorganization of the Board.
The Board will meet within ten (10) days of the Annual
Meeting to qualify and elect the following officers: President, Vice
President, Treasurer and Secretary. No
member may serve as President for more than two consecutive terms.
The President shall appoint all committees other than Standing
Committees set forth in these By Laws, and to assure that reporting on the
activities of each committee is done at each meeting.
Section 3.
Selection of Directors.
During the first week in January, the President shall
designate five (5) Active Members as a Nomination Committee.
The President shall designate the Chairman.
Section 4.
Candidates.
Twenty (20) days prior to the Annual Meeting, the
Nominating Committee shall present to the President a slate of candidates for
election to the Board of Directors, confirming the fact by personal contact
with the candidates by the committee that they were willing to accept
directorship responsibility. Nominations
will also be accepted from the floor at the Annual Meeting.
Section 5.
Publicity.
The report of the Nomination Committee shall be included
in the Notice of the Annual Meeting.
Section 6.
Vacancies.
Vacancies of the Board of Directors or among the officers
shall be filled by the Board of Directors by a majority vote, such directors
to serve until next Annual Meeting at which time a replacement for that
vacancy will be elected. If any
member of the Board of Directors shall fail to attend three successive
meetings the President shall, in writing, call such failure to his/her
attention and if satisfactory excuse is not received within 30 days that
individual shall cease to be a member of the Board, and the vacancy this
created shall be filled as provided above.
Section 7.
Policy and Management.
All policies of the Board will be recorded in the Minutes
for easy reference by the Officers, Directors and Administrative Staff.
The Board shall adopt such rules and regulations as may be required to
conduct the affairs of the organization.
The Management of the Association shall be vested in the Board of
Directors, which shall control its property, be responsible for
its finances, and direct its affairs.
The Board is authorized to employ such secretarial and clerical
assistance as it may need, in the management of the Association.
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ARTICLE V - OFFICERS
Section 1.
Duties of Officers.
a) President:
The President shall be the head of the Association and shall preside at
all meetings of the membership and the Board of Directors.
He/She shall determine the need for committees, subject to the
approvals of the Board of Directors. He/She
shall, with the counsel and advice of the Vice President select all committee
chairmen, and assist in the selection of committee personnel. With the formal approval of the Board of Directors, he/she
shall sign all deeds, contracts and other instruments affecting the operation
of the Association or any of its properties.
b) Vice President:
He/She shall serve as assistant to the President of the Association,
performing the duties of the President in the absence of that officer.
c) Treasurer:
He/She shall serve as Treasurer of the Association and sign all checks
authorized. He/She shall be the
technical custodian of all funds of the Association and shall prepare a
monthly financial report and an Annual Financial Report for the membership of
the Association at the Annual Meeting.
d) Secretary:
The Secretary shall keep the official records of the Association, act as agent
for service of process, and shall conduct the correspondence, preserve the
records, documents, and communications, and maintain an accurate record of the
proceedings of the Association and the Board of Directors meetings.
The Secretary shall serve as secretary of the Association when
required.
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ARTICLE VI - COMMITTEES
Section 1.
Appointment and Authority.
The President shall appoint all committees subject to
confirmation by the Board of Directors. The
Board shall authorize and define the powers and duties of all standing and
special committees except those committees whose functions are set forth in
these by-laws. Committee
appointments shall be at the will and pleasure of the President and in no
event shall exceed the term of the appointing President. It shall be the function of the committee to make
investigations, conduct studies and hearings, make recommendations, to the
Board of Directors and to carry on such activities as may be delegated to them
by the Board.
Section 2.
Limitation of Authority.
No committee shall take or make public any formal action,
or make public any resolution, or in any way commit the Association on a
question of policy without first receiving approval of the Board of Directors.
Special committees shall be discharged by the President when their work
has been completed and their reports accepted, or when, in the opinion of the
Board of Directors, it is deemed wise to discontinue the committee.
Section 3.
Special Committee.
Any number of members who desire to be associated
together as a group for the purpose of promoting more effectively the special
business, progression, or activity in which they are interested may form a
Committee of the Association if the Board of Directors shall approve.
Section 4.
Budget and Finance Committee.
A Budget and Finance Committee shall be appointed
annually by the President. The
committee shall from time to time advise the Board of Directors with respect
to the financial condition and financial policies of the organization. They shall suggest ways and means of conserving and
increasing the membership and revenues of the Association. The committee, with the President shall be responsible for
assisting the administration in establishing the budget necessary to meet the
requirements of the Association's program of work. The committee, with the President, shall be responsible for
determining the ways and means by which budget requirements are met.
At least thirty (30) days prior to the Annual Meeting, the Budget and
Finance Committee, in conjunction with the President and Vice President shall
present a budget of estimated income and expenditures and submit it to the
Board of Directors. As passed by
the Board, this budget shall serve as the Appropriation measure of the
Association, to be voted upon by the Membership at the Annual Meeting.
No committee may exceed its appropriation without prior consent of the
Board.
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ARTICLE VIII - FINANCES
Section 1.
Funds.
a) All money
paid to the Association shall be placed in a general operating fund.
Funds unused or unencumbered from the current year's budget will be
carried over to the next year's budget.
b) Grants,
contributions, bequests and donations to the Association shall be made in
writing. All such are subject to
the approval by the Board of Directors.
Section 2.
Disbursements.
No obligation or expense shall be incurred and no money
shall be appropriated without prior approval of the Membership. Upon approval
of the budget, the Treasurer is authorized to make disbursements on accounts
and expenses provided for in the Budget without additional approval of the
Board of Directors. Any other
disbursements require written approval by the Board of Directors.
Disbursements shall be by check. Checks shall normally be signed by the
Treasurer, and in his/her absence, by the President.
Section 3.
Fiscal Year.
The fiscal year of the Association shall close on
December 31st.
Section 4.
Annual Audit.
The accounts of the Association shall be audited
annually, as soon as practical, after the close of the fiscal year.
The audit shall at all times be available to members of the
organization within the offices of the Association.
Section 5.
Bonding.
The Treasurer of the Association shall be covered by an
adequate Bond if required by the Board of Directors.
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ARTICLE VIII - PARLIAMENTARY PROCEDURES AND
SEAL
Section 1.
Authority.
The proceeding of the Association shall be governed by
and conducted according to the latest version of Robert's Rules of Order as
revised.
Section 2.
Seal.
The Association may use a seal of such design as may be
adopted by the Board of Directors.
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ARTICLE IX - AMENDMENTS
Section 1.
Revisions.
These By-Laws may be amended or altered by a two-thirds
vote of Active members present at any regular or special meeting of the
Association called for that purpose, provided proper notice has been given to
the entire Membership.
The above By-Laws have been adopted on _________________
by the membership:
Attested:
_________________________
_______________
Secretary
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