Manchester Proud By-Laws
May 14, 2018
Articles of Agreement
The name of the Corporation, the purposes for which it is established and the location of its principal place of business shall be as set forth in the Articles of Agreement, as from time to time amended, and these By-Laws. The powers of the Board of Directors (the “Board”) and all matters concerning the conduct and regulation of the Corporation shall be subject to such provisions in regard thereto, if any, as are set forth in such Articles of Agreement which are hereby made a part of these By-Laws.
Membership and Dues
Section 1. Membership. The membership of the Corporation shall consist of the Board of Directors.
Board of Directors
Section 1. Powers. The management and administration of the affairs of the Corporation shall be carried out by the Board which shall have all powers enumerated in the Articles of Agreement, the laws of the State of New Hampshire as amended from time to time, and all other powers conferred by these By-Laws.
Section 2. Number. The Board shall consist of not less than five (5) individuals (individually referred to as “Director,” collectively referred to as the “Directors”). At least five (5) of the Directors shall not be of the same immediate family or related by blood or marriage, nor shall an employee of the Corporation be the Chairperson or presiding officer of the Board of Directors.
Section 3. Appointment and Election. The Incorporators at their initial meeting shall elect a Board of Directors to serve until the next annual meeting. Thereafter, except as otherwise provided by these By-Laws or in the Articles of Agreement, the Board of Directors shall consist of their active members; however, at no time shall there be less than five Directors. A Director who fails to attend three consecutive meetings without prior notification to the Secretary shall be considered inactive. Any individual who desires to become a Director must make a written request to the Secretary, and the vote of the majority of Directors then duly in office may approve such Director at the next annual or regular meeting of the Board.
Section 4. Removal. A Director may be removed from office with or without cause by vote of a majority of the Directors then duly in office.
Section 5. Resignation. Any Director may resign by delivering his/her written resignation to the Chairperson of the Corporation at its principal office. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.
Section 6. Annual Meeting. The annual meeting shall be held during the month of January, or at such other time as may be fixed by the Board of Directors.
Section 7. Regular Meetings. Regular meetings of the Board may be held at such times and places as shall from time to time be fixed by resolution of the Board. Five (5) days notice shall be given of regular meetings. If at any meeting of the Board, at which a resolution is adopted fixing the times or place or places for any regular meeting(s), any Director is absent, no meeting shall be held pursuant to such resolution until either each such absent Director has in writing the resolution or seven (7) days have elapsed after a copy of the resolution has been mailed, postage prepaid, addressed to each such absent Director at his/her last known home or business address.
Section 8. Special Meetings. Special meetings of the Board may be called by the Chairperson, by the President, by the Secretary, or by any three Directors and shall be held at the place designated in the notice or call thereof. At such special meetings, no business shall be transacted which is not specified in the notice of meeting. Notice of the time, place, and purpose of such meetings given by telephone or in person at least ten (10) days prior to the date of such meetings shall be sufficient to pass any measure.
Section 9. Notice. Unless otherwise provided for in these By-Laws, written or printed notice stating the place, day and hour of any meeting of the Board shall be delivered either personally or by mail to each Director, by or at the direction of the Chairperson, or the President, or the Secretary or the Officers or persons calling the meeting. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the Director at the address as it appears on the records of the Corporation, with postage thereon prepaid. A Director waives notice of any meeting by attending such meeting, unless a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at the meeting need be specified in the notice or waiver of notice of such meeting in accordance with applicable law or these By-Laws.
Section 10. Quorum. Four Directors of the Board present in person shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors is present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
Section 11. Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board, unless the act of the greater number is required by law or these By-Laws. The Board may also act without a meeting if written consent setting forth the action taken thereto is signed by all the Directors and filed with the records of the Board meetings. Such consent shall be treated as a vote of the Directors for all purposes.
Section 12. Vacancies. The Board, by vote of a simple majority of all of the Directors then duly in office, shall fill any vacancy occurring on the Board for the balance of the unexpired term of any Director who does not complete the term for which that Director was then duly in office.
Section 13. Director – Residuary Powers. The Board shall have the powers and duties necessary or appropriate for the administration of the affairs of the Corporation. All powers of the Corporation set forth in, the Article of Agreement, or these By-Laws, shall be vested in the Board.
Section 14. Committees. The Board may, by vote of a majority of Directors then duly in office, establish such committees and subcommittees or other committee of the Board as it may deem desirable to which it may, by like vote, delegate thereto some or all of its powers except those which by law, the Articles of Agreement or these By-Laws it is prohibited from delegating. Except as the Board may otherwise determine, any such committee may make rules for the conduct of its business, but unless otherwise provided by the Board or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided by these By-Laws for the Directors. The Board shall have the power to fill vacancies in or disband, any such committee.
Section 15. Telephone Conference Meetings. The Directors or the members of any committee may participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participating by such means shall constitute presence in person at a meeting.
Section 16. Annual Election By Mail. Notwithstanding the foregoing, upon vote of the Board, the election of the Directors may be conducted by mail by ballot being sent to the Directors then duly in office by mail at least fourteen (14) days before the election date, in which event the election shall be valid only if at least fifty-one percent (51%) of the Directors shall cast ballots on or before the election date.
Section 17. Conflict of Interest. Should any item come before the Board that might result in a Director having or appearing to have a conflict of interest either by occupation, place of residence or other holdings, or any other interest, the Director shall make his/her personal interest known to the Board as soon as he/she recognizes a possible conflict and shall refrain from voting on matters regarding the issue.
In addition to the conflict of interest provisions of these By-laws, the Board shall adopt a Conflicts of Interest Policy and policy for dealing with “pecuniary benefit transactions” in conformity with New Hampshire RSA 7:19-a.
Section 18. Compensation. Directors shall not receive any compensation for their services as Directors, but may be reimbursed for incidental expenses incurred in carrying out their duties as Directors or attending Board meetings.
Section 1. The Officers of the Corporation shall be the Chairperson of the Board, the President, the Vice-Chairperson of the Board, Treasurer, and Secretary. The Officers of the Corporation may also include one or more Assistant Treasurers and/or Assistant Secretaries. The Board may elect or appoint such other Officers as it deems desirable, such Officers to have authority and perform the duties prescribed, from time to time, by the Board. The Office of any official position may be combined and held by one (1) person.
Powers of Officers
Section 1. Chairperson. The Chairperson shall preside at all meetings of the Board of Directors. The Chairperson shall nominate all members of Board committees.
Section 2. President. The President shall be the Chief Executive Officer of the Corporation. If the President is an employee of the Corporation, the President shall not also serve as Chairperson and shall attend, but not preside at, all meetings of the Board. The President, the Treasurer, or some other person specifically authorized by vote of the Board, may sign all deeds, leases, contracts, notes and/or other instruments to be executed on behalf of the Corporation. The President shall perform all the duties commonly incident to his/her office and shall perform such other duties and have such other powers as the Board may from time to time designate.
Section 3. Vice-Chairman of the Board. The Vice-Chairman shall have such powers and perform such duties as may be delegated to him/her by the Board. In the absence or disability of the Chairperson and/or President, the Vice-Chairperson may perform the duties and exercise the powers of the Chairperson and/or President.
Section 4. Treasurer. The Treasurer shall have the care and custody of the funds of the Corporation and shall have and exercise under the supervision of the Board all the powers and duties commonly incident to his/her office. He/she shall, with the President, have the power to sign all deeds, leases, contracts, notes and/or other instruments to be executed on behalf of the Corporation. He/she shall have the custody of the corporate seal and of all the money, funds, valuable papers and documents of the Corporation. He/she shall deposit all the funds of the Corporation in such bank, trust company, or with such firm doing a banking or brokerage business as the Board may from time to time designate. He/she may, on behalf of the Corporation, endorse for deposit or collection, all checks, notes and other obligations payable to the Corporation or its order and may accept drafts on behalf thereof. He/she shall keep accurate books of account of all corporate transactions, which books shall be the property of the Corporation, and together with all other of its property in his/her possession, shall be subject at all times to the inspection and control of the Board. All receipts and vouchers for payment made to the Corporation, and checks, drafts, notes and other corporate obligations for the payment of money by the Corporation shall be signed by the Treasurer except as the Board may otherwise specifically order. Checks and drafts need not be countersigned, unless otherwise ordered by the Board.
Section 5. Assistant Treasurer. Any Assistant Treasurer who is elected shall perform such duties and have such powers only as the Board or the Treasurer may from time to time designate.
Section 6. Secretary. The Secretary of the Corporation shall be present at all meetings of the Board, and he/she shall keep accurate records, in books provided for that purpose, of the proceedings had at such meetings, which books shall respectively be open at all reasonable times to the inspection of any Director.
He/she shall perform all the duties commonly incident to his/her office and shall perform such other duties and have such other powers as the Board may from time to time designate. In the absence of the Secretary from any meeting of the Board, as the case may be, a Secretary pro tempore may be chosen who shall record the proceedings thereof.
Section 7. Assistant Secretary. Any Assistant Secretary who is elected may perform the duties and exercise the powers of the Secretary in his/her absence and shall perform such other duties as the Board shall prescribe.
Section 8. Election and Term of Office.
(a) The Officers of the Corporation specified in Section 1 of this Article shall be elected by the Board at its annual meeting or as soon thereafter as feasible and shall be by ballot cast by qualified Directors. The old officers are responsible to run the annual meeting but two months prior to the annual meeting, a non-voting slate will be presented to the Board of Directors. A plurality of votes cast shall elect. New offices may be created and filled at any meeting of the Board. Each Officer shall hold office until the next annual election of the Board and until a successor shall have been duly elected and shall have qualified.
(b) The term of office shall be one (1) year. Any Officer may be re-elected by the Directors to hold office for additional one (1) year terms.
Section 9. Removal. Any Officer elected or appointed by the Board may be removed by the Board by two-thirds (2/3) vote of the remaining Directors whenever in its judgment the best interest of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the Officer so removed.
Section 10. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board by majority vote for the unexpired portion of the term.
Section 11. Compensation. If the President is an employee of the Corporation, the President shall be entitled to receive reasonable compensation for his/her services as President and may be reimbursed for incidental expenses in carrying out his/her duties as President or attending Board meetings. Other officers of the Corporation, except the Chairperson, may receive reasonable compensation for carrying out their duties, subject to the Corporation’s Conflicts of Interest Policy.
These By-Laws may be amended by a majority vote of the Board upon written notice and discussion by all Directors.
Contracts, Checks, Deposits and Funds
Section 1. Contracts. All documents to be executed by the Corporation including deeds, mortgages, leases, promissory notes or other instruments except checks, shall be executed by the President. The Board may authorize any Officer or Officers, agent or agents, of the Corporation, in addition to the Officers so authorized by these By-Laws, to enter into contracts or execute and deliver any instrument in the name of and on behalf of the Corporation; and such authority may be general or confined to specific instance.
Section 2. Checks. All checks issued to the Corporation shall be executed by the President or the Treasurer. All checks issued by the Corporation shall be executed by the Treasurer and President or such other persons as the Board may designate. All checks issued by the Corporation over $1,000 shall be executed by the Treasurer and the President.
Section 3. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation and in such banks, trust companies, financial institutions or other depositories as the Board may select.
Section 4. Gifts. The Board may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.
Books and Records
The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the Board, and committees having any of the authority of the Board, and shall keep at the registered or principal office a record giving the names and addresses of the members of the Board. All books and records of the Corporation may be inspected by any Director, or Director’s agent or attorney, for any legal and valid purpose, at any reasonable time. The Board, if it deems prudent, shall cause an audit of the records of the Corporation to be made each year by a competent auditor.
Audit of Books
Provision shall be made by the Board for a periodic audit or appropriate accountant review of the accounts of the Treasurer, either by a committee of Directors or by an accountant retained by the Board for the purpose of such audit.
The Directors and Officers of the Corporation shall not be personally liable for any debt, liability or obligation of the Corporation. All persons, corporations or other entities extending credit to, contracting with, or having any claim against the Corporation may look only to the funds and property of the Corporation for the payment of any debt, damages, judgment or decree, or of any money that may otherwise come due or payable to them from the Corporation. The Corporation may obtain insurance for Officers and Directors. The Corporation shall indemnify and hold Directors and Officers harmless for claims made against them to the full extent allowed by New Hampshire and federal law, as set forth in the Articles of Agreement of the Corporation.
The fiscal year of the Corporation shall begin on JANUARY 1 in each year.