REVISED BYLAWS AVAILABLE FOR MEMBER REVIEW
At our next meeting (May 3, 11am, at the Currier Museum, see Annual Meeting Calendar entry for further details about the meeting) we will hold a vote to approve revised by-laws for the organization. The revisions reflect input from members received over the past several months.
Members are encouraged to review the revised bylaws prior to the meeting. You can download them in pdf using the following links or you can review the complete text available below the links.
And you can download a list of what has been changed from this location:
REVISED BY-LAWS CHANGE LOG
New Hampshire Society of Photographic Artists 2015 Bylaws Revisions – What Has Changed
Drop Group Membership category (see Article IV).
Dues and Fiscal Year start January 1 (see Articles V and X.2).
Drop Start-Up procedures.
Board Meeting Quorum: A majority of the current voting members of the Board (see
Electronic Payments: Allow the Treasurer to issue electronic payments (see Article X.2).
More flexible date for the Annual Members’ Meeting: second quarter of each year (see
More flexible Annual Report: Allow the Annual Report be part of what is presented to
Members at the Annual Meeting (see Article X.3).
Electronic Communication: allow communicating with members via email, and allow
teleconferencing for Board meetings (see Article XVI).
Overall organization of the various sections of the Bylaws: to agree with best current
Update our official address (see Article I).
Method for Electing Officers: Members elect the Board, and the Board elects the
Officers (see Article VII.A).
Board Term Limits: three consecutive terms in any board position, but allow exceptions
for individual cases with 2/3 Board approval, and 2/3 vote of the Membership present at
the Annual Meeting at which the election takes place (see Article VI.E).
Committees: a Nominating Committee (see Article VIII).
Except in cases of a financial conflict of interest, allow Board members with such a
conflict to have a voice but not a vote in the matter (see Article XII.A).
Dissolution of the Corporation: Read Article XIII-A (new section).
Distribution of Assets: Read Article XIII-B (new section).
COMPLETE REVISED BY-LAWS PROPOSAL
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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 at such 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:
ARTICLE IV – MEMBERSHIP
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:
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ARTICLE V – DUES
Annual dues shall be payable by January 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 – 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 for in the Bylaws.
I. 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.
ARTICLE VII – OFFICERS
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.
Any Officer wishing to resign shall do so, in writing, to the Board.
The President shall have executive supervision over the activities of the organization within the scope provided by these Bylaws. The President shall serve as Chairperson and 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.
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President's annual report.
ARTICLE VIII - COMMITTEES
The organization may have the following standing committee, as needed:
A Nominating Committee, appointed by the President, to propose qualified candidates to fill Board positions.
Other committees, standing or ad hoc, may be created by the President, who shall appoint the chairperson and members of all committees.
ARTICLE IX - MEETINGS
ARTICLE X - MANAGEMENT PROVISIONS
Article XIII – DISSOLUTION OF THE CORPORATION AND DISPOSITION OF ASSETS
Upon 2/3 vote of all voting members of the Board, and 2/3 vote of the Members present at an Annual Members Meeting, the corporation may be dissolved and its assets disposed of as described in the next paragraph.
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.
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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/or written reports at the Annual Meeting, which should be recorded in the minutes of that meeting.
D. An audit of the finances of the organization shall be made annually.
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 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 meeting, it shall be presented to the membership at the annual meeting.
ARTICLE XII – CONFLICT OF INTEREST OF BOARD AND OFFICER MEMBERS
Article XIV – 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.
ATTENDANCE AT MEETINGS: While it is preferable that Board and Officer members be physically present at all meetings, in cases where it is a hardship for a person to travel it is acceptable for them to attend using any form of electronic communication currently in popular use, such as the telephone.
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