BY-LAWS
I.
NAME.
The Association shall be called the New Hampshire Association of Village
Districts.
II. OFFICE.
The principal office of the Association shall be located in the town or
city designated by the Executive Board.
III. PURPOSES.
The major purposes of this Association are as follows:
1.
Promote the public's understanding and existence of the Village District form of
government in
2.
Act as a resource to facilitate communications and the exchange of information
among Village Districts within the State of
3.
Promote legislation of general benefit to Village Districts.
4.
Provide programs and training which will aid in the management of Village
Districts.
5.
Foster relationships for positive interaction and the sharing of resources with
other governmental entities
IV. MEMBERSHIP.
A. Regular Membership.
All Village Districts formed under State Law are eligible to join the
Association as a voting member as determined by the Executive Board.
B. Affiliate Membership. Any person, organization or corporation
as determined by the Executive Board may join as non-voting members.
V.
ASSOCIATION GOVERNANCE.
A. Member Powers. The Association shall be governed by the regular
members through meetings of the regular membership. The Association shall also
have an Executive Board who shall have the powers and duties set forth in these
by-laws. The Association membership shall have the following powers:
1. Adopt and amend a budget;
2. Elect members of the Executive Board and its officers;
3. Amend by-laws;
4. Exercise all powers of the Association not otherwise vested by these
by-laws or by vote of the membership in the Executive Board.
B. Annual Meetings. The Association shall have an Annual Meeting
during the month of May on a date designated by the Executive Board. Notice of
the annual meeting shall be sent to all members at least 30 days in advance. The
order of business at all annual meetings shall be as follows, unless otherwise
determined at said meeting:
1.
2. Report of the Treasurer;
3. Reports of Committees;
4. Report of the Executive Board;
5. Election of Executive Board;
6. Adoption of budget;
7. Unfinished business;
8. New Business.
C. Special meetings may be held at other times as determined by the
Executive Board. Notice of special meetings shall be sent to all members at
least 10 days in advance.
D. Authority/Manner of Acting at Association Meetings.
1. Each regular Member District, whose dues are current, shall have one
vote which shall be cast by the person designated by the regular Member District
on a form provided by the Executive Board with notice of the annual meeting.
2. The quorum required for the conduct of business shall be a majority of
those members present and voting.
E. Elections. At the Annual Meeting the Executive Board shall
present a slate of officers to be voted on by the regular membership. Additional
nominations may be made at the annual meeting.
VI. DUES AND FINANCES
A. Dues shall be assessed on an annual basis as recommended by the
Executive Board and voted on at the Annual Meeting.
B. The fiscal year for the Association shall be the calendar year,
January 1 through December 31.
C. The Treasurer shall propose a budget for the ensuing year for approval
at the annual meeting with all anticipated expenditures and revenues.
D. The Executive Board is authorized to accept and expend gifts and
contributions consistent with the purposes of the Association provided no
additional expenditure of Association funds is required. Other gifts and
contributions may be accepted and expended subject to an affirmative vote at the
annual meeting.
VII. EXECUTIVE BOARD
A. The routine affairs and management of the Association shall be
conducted by the Executive Board as set forth in Articles VII and VIII. The
Executive Board, directly or through the appointment of subcommittees and the
direction of staff, if any, shall be responsible for convening and conducting
Association meetings, for managing Association finances, for developing policy
guidelines for adoption by the full membership and for implementing programs
adopted by the Association.
B. The annual meeting of the membership of the Association shall elect
from among the designated voting representatives an Executive Board which shall
consist of a President, Vice President, Clerk, Treasurer and three (3) Members
at Large. The Executive Board shall meet as frequently as it deems necessary and
shall hold at least three meetings per year in addition to the Annual meeting.
The quorum necessary for the transaction of Association business shall be at
least four members of the Executive Board.
C. Terms. Members of
the Executive Board shall serve one-year terms from annual meeting to annual
meeting of the Association.
D. Vacancies. When a
vacancy on the Executive Board occurs because of death, resignation, removal,
disqualification or otherwise, the Executive Board shall appoint a regular
member representative to fill the position for the duration of the term.
E. Resignation. A member of the Executive Board may resign at any
time by giving written notice to the Board. Unless otherwise specified in the
notice, the resignation shall take effect upon receipt thereof by the Board, and
the acceptance of the resignation shall not be necessary to make it effective.
F. Removal. Any
Executive Board member may be removed by the Board whenever, in the Board’s
judgment, the best interests of the Association would be served thereby, but at
least 5 days notice of such intended removal shall be provided.
VIII. OFFICERS
A. The officers of the Executive Board shall be as follows: President,
Vice - President, Clerk, and Treasurer. All officers shall serve for one year or
until their successors are elected.
B. The officers shall generally perform the duties associated with such
positions in voluntary associations. In addition:
1. The President shall be the principal officer of the Association and
perform the duties usually incumbent upon the office including presiding at all
meetings of the Association and the Executive Board. He may sign contracts or
other such instruments on behalf of the Association only as authorized by the
Executive Board.
2. The Vice-President, in the absence, or resignation of the President,
shall assume all the functions of the President.
3. The Clerk shall keep an accurate record of the proceedings of all
regular, special and annual meetings of the Association and the Executive Board.
The Clerk shall be responsible for maintaining the membership list.
4. The Treasurer shall be the custodian of all funds, keep an accurate
account of all receipts and disbursements of the Association and shall pay out
funds and make reports only upon direction of the Executive Board. The Treasurer
shall also propose and present a budget for the ensuing year at the annual
meeting.
C. Salaries. The Executive Board shall fix the salaries and other
remuneration for itself, its officers and any other persons or employees voted
or entitled to a salary or other remuneration in accordance with the annual
budget adopted by the membership.
D. Authority to employ. Within the limits of annual appropriations
made for the purpose, the Executive Board may employ an executive director and
other employees as necessary to carry out the programs of the Association. The
executive director shall perform all duties incident to the office and such
other duties as may be assigned by the Executive Board.
IX. COMMITTEES
The Executive Board may appoint standing or ad hoc Committees and shall
define their purpose and duration.
X. CONTRACTS, LOANS,
CHECKS AND DEPOSITS
A. Contracts. The Executive Board may authorize any officer or
agent to enter into any contract or execute and deliver any instrument in the
name of, and on behalf of, the Association, and such authority may be general or
confined to specific instances.
B. Loans. No loans shall be contracted on behalf of the
Association and no evidence of indebtedness shall be issued in its name unless
authorized by resolution of the Executive Board. Such authority may be general
or confined to specific instances.
C. Checks, Drafts. All checks, drafts or other orders for the
payment of money, notes, or other evidences of indebtedness issued in the name
of the Association shall be signed by such officer or agent of the Association
and in `such manner as shall be determined by resolution of the Executive Board.
D. Deposits. All funds of the Association not otherwise allocated
or encumbered shall be deposited to the credit of the Association in such banks,
trust companies, or other depositories as the Executive Board may select.
XI. LIMITATION OF
LIABILITY
A. Limit. Unless otherwise expressly authorized by the Board under
Article IX, D, members of the Executive Board shall serve without compensation
and, pursuant to New Hampshire RSA 508:16, shall not be liable for bodily
injury, personal injury and property damage if the claim for such damages arises
from an act committed in good faith and without willful or wanton negligence in
the course of an activity carried on to accomplish the purposes of the
Association.
B. Fiduciary Duty. Members of the Executive Board shall not be
liable to the Association or its members for monetary damages for breach of
their fiduciary duties to the full extent permitted by New Hampshire RSA 292.
XII. INDEMNIFICATION
The
Association shall indemnify and hold members of the Executive Board from and
against all suits, claims, injuries or damages asserted against them, so long as
the member to be indemnified has not acted in bad faith or engaged in
intentional misconduct, knowing violation of the law, or derived an improper
personal benefit.
XIII. AMENDMENTS
Amendments to these by-laws may be proposed by the Executive Board or
upon petition by 10% of the regular membership. Amendments to the by-laws may be
made at any annual meeting or special meeting called for that purpose. The
Executive Board shall transmit notice of any proposed amendment to all members
at least 30 days in advance of the meeting.
Adoption of an amendment shall be by an affirmative vote of a majority of
the regular members present and voting.