The name of the Corporation is Building Community in New Hampshire abbreviated “BCNH” (hereinafter the “Corporation”), which shall remain independent of any organization. The Corporation shall be a non-profit corporation organized pursuant to New Hampshire Revised Statutes Annotated Chapter 292.
OBJECTIVES AND ACTIVITIES
The Corporation is established to be a multi-ethnic Mutual Assistance Association that provides an array of services required by diverse refugee and immigrant communities that help newcomers to understand and navigate the systems that are part of everyday life.
The Corporation shall have no members.
BOARD OF DIRECTORS
Section 1. General
The Board of Directors shall consist of not less than five (5) and not more than fifteen (15) Directors (the “Board”). The number of Directors shall be set and elected from time to time by the Board of Directors.
Section 2. Control and Power
The Board shall supervise and control the activities, property and affairs of the Corporation except as otherwise provided by law, the Articles of Agreement of the Corporation, or these By-Laws.
Section 3. Election and Term of Office
The Directors of the Corporation shall be elected at the annual meeting of the Board of Directors to serve for a term of three (3) years. Approximately 1/3 of the Directors shall be elected every year. The effect of staggering of terms is that each successive Board will have a majority of experienced members.
Each Director may serve a maximum of three (3) consecutive terms in office. After three (3) terms in office, a Director must not serve on the Board for a minimum of one (1) year before he/she is permitted to rejoin the Board.
If a Director is appointed or elected to fill a vacancy, in accordance with Section 8 of Article V of these Bylaws, the Director shall hold office for the balance of the term of the Director whom he/she replaced.
Section 4. Meetings
The annual meeting of the Board of Directors shall be held at such place, date and time as determined by the Board. The Board of Directors shall have regular meetings at such time and place as may be fixed by the Chairperson or by resolution of the Board.
Meetings shall be held at such time and place as may be set forth in the notice thereof; provided that at least five (5) days advance notice (in writing or otherwise) of every meeting shall be given to each Director. Such notices shall be sent to the electronic or conventional mail addresses shown on the records of the Corporation. Any Director may waive notice of a special meeting by an instrument in writing filed with the records of the meeting or attendance at the meeting without protest.
At all meetings of the Board, a majority of the Directors shall constitute a quorum for the transaction of business, and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise expressly required by the Corporation’s Articles of Agreement, these Bylaws or Chapter 292 of the New Hampshire Revised Statutes Annotated. If a quorum is not present at any meeting of the Board, the Directors present may adjourn the meeting from time to time, without notice other than announcement, until a quorum shall be present or available.
Section 5. Committees
The Board may designate an Executive Committee and one (1) or more standing committees, by a resolution(s) passed by a majority of the Board. Such committee(s) shall have such powers and duties as the Board deems desirable. A majority of the members of any committee, standing or temporary, shall constitute a quorum and the affirmative vote of a majority of such quorum shall be sufficient to conduct any business or pass any measure.
Section 6. Removal
Any Director may be removed with or without cause at a meeting of the Board duly called for such purpose by a two-thirds (2/3) majority vote of the disinterested members of the Board.
Section 7. Resignation
Any Director may resign at any time by giving written notice to the Chairperson or the Secretary. Any such notice shall take effect as of the date of the receipt of such notice or at any later time specified therein. The acceptance of such resignation shall not be condition precedent necessary to its effectiveness.
Section 8. Vacancies and Newly Created Directorships
Any newly created Directorships and any vacancies on the Board of Directors arising at any time and from any cause may be filled at any meeting of the Board of Directors by a majority of the Directors then in office. A Director elected to fill a vacancy shall be elected for the unexpired term of the member’s predecessor in office.
Section 9. Compensation; Reimbursement
No Director shall receive any compensation for his or her services in such capacity, but any person may be reimbursed by the Corporation for his or her reasonable out-of-pocket expenses and disbursements on behalf of the Corporation. No paid employee of the Corporation shall serve as Chairperson or presiding officer of the Board.
Section 10. Action by Unanimous Consent
Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a consent or consents in writing and setting forth the action so taken is signed by all of the members of the Board entitled to vote thereon. Such written consent or consents shall be filed with the Corporation’s other permanent records.
Section 11. Telephonic Meetings
A Director may participate in a meeting of the Board by means of a conference telephone or similar communications equipment enabling all Directors participating in the meeting to hear one another. Participation in a meeting pursuant to this section shall be equivalent to presence in person at such meeting.
Section 1. General
The Officers of the Corporation shall be Chairperson, Secretary, and Treasurer.
The Board of Directors shall elect the officers of the Corporation at the annual meeting. The officers of the Corporation shall hold office for terms of two (2) years or until their successors are elected and qualified. An officer may hold a given office for no more than two consecutive terms.
Section 2. Other Officers
The Board may, in its discretion, create from time to time, such other offices it deems necessary and advisable for the carrying on of the activities of the Corporation.
Section 3. Powers and Duties
The officers shall have the respective powers and duties which customarily appertain to or are incidental to their respective offices, including but not limited to those set forth hereinafter, and, in addition, such powers as the Board may from time to time designate and confer.
Section 4. Chairperson
The Chairperson shall be elected by the Board and shall preside at meetings of the Board and perform such other duties as the Board may prescribe. The Chairperson shall serve for two (2) years, however, nothing herein shall be construed to limit the Board’s right to reelect the Chairperson. The Chairperson may not be an employee of BCNH.
Section 5. Secretary
The Secretary shall be elected by the Board and shall keep the minutes and records of the Corporation in the appropriate books, see that all notices are given in accordance with these Bylaws or as provided by law, and in general, perform all duties incidental to the office of Secretary and such other duties as may be assigned by the Chairperson or the Board. The Secretary need not be a member of the Board and shall serve for two (2) years; however, nothing herein shall be construed to limit the Board’s right to reappoint the Secretary.
Section 6. Treasurer
The Treasurer shall be elected by the Board and shall be the chief financial officer of the Corporation. The Treasurer shall keep correct and complete records of account accurately showing at all times the financial condition of the Corporation and shall render to the Board of Directors, from time to time as the Board may require, an account of the financial condition of the Corporation, and shall deliver an annual report at the annual meeting. The Board may designate one or more employees or agents to perform the bookkeeping, custodial and depository functions of the Treasurer. The Treasurer shall be a member of the Board and shall serve for two (2) years, however, nothing herein shall be construed to limit the Board’s right to reappoint the Treasurer.
Section 8. Removal
Any officer may be removed with or without cause, from such office by a two-thirds (2/3) vote of the majority of the disinterested members of the Board at a meeting of the Board called for such purpose.
Section 9. Resignation
Any officer may resign at any time by giving written notice to the Board or to the Chairperson or the Secretary of the Corporation. Any such notice shall take effect as of the date of the receipt of such notice or at any later time specified therein. The acceptance of such resignation shall not be a condition precedent necessary to its effectiveness.
Section 10. Vacancies
In the event of resignation, retirement, disqualification, death, disability or removal from office, for any reason whatsoever, of any officer of the Corporation, the vacancy so created shall be filled by the Board for the unexpired term.
AGENTS AND REPRESENTATIVES
Section 1. Appointment
The Board of Directors may appoint such agents and representatives of the corporation with such power, and to perform such acts or duties on behalf of the corporation, as the Board of Directors may see fit, so far as may be consistent with these By-laws, to the extent authorized or permitted by law. The Board may delegate to the Executive Director the authority to appoint specific agents and representatives.
Section 2. Executive Director.
The Board of Directors may appoint an Executive Director who shall serve as the chief executive officer of the Corporation. The Executive Director shall not be a member of the Board. The Executive Director shall have all powers as may be reasonably construed as belonging to the chief executive of a nonprofit corporation. The Executive Director may be compensated for services performed. The Board shall establish the job description of the Executive Director and shall regularly evaluate the Executive Director’s performance.
The Board may delegate to the Executive Director the authority to appoint other specific agents and representatives.
Section 2. Compensation
The Board shall set the compensation of the Executive Director. No officer, Director, agent or employee of the Corporation shall at any time receive or be entitled to receive any compensation or any pecuniary profit from the operations of the Corporation, except as to reasonable compensation for services actually rendered to or on behalf of the Corporation.
Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provisions for the payment of all liabilities of the Corporation, distribute all assets of the Corporation to or for the benefit of such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at any time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code as the Board of Directors shall determine. Any of such assets not so disposed of shall be disposed of by the Superior Court of the County in which the principal office of the Corporation is then located exclusively for such purposes or to such organization or organizations as said court shall determine which are organized and operated for such purposes.
CONFLICTS OF INTEREST
Section 1. Disclosure Statement.
Each Director, prior to taking his or her position on the Board shall submit to the Chair of the Board a written statement of all businesses and other organizations of which the director or his/her immediate family members is an officer, director, trustee, member, owner (including sole proprietor, partner or shareholder), or employee. The Director’s statement may be limited to businesses or organizations that do or might reasonably in the future may enter into, a relationship or a transaction with this organization. Thereafter each Director shall submit an updated statement annually at the time of the election of Directors. The Chair of the Board shall develop a form for the statement. The Chair of the Board shall become familiar with the statements of all Directors in order to guide his or her conduct should a conflict arise.
Section 2. Voting
At such time as any matter comes before the Board in such a way to give rise to a conflict of interest, the affected Director shall make known the potential conflict, whether disclosed by his or her statement or not, and after answering any questions that might be asked of him or her, shall withdraw from the meeting for so long as the matter shall continue under discussion. In addition, other Directors who themselves had pecuniary benefit transactions with this organization within the same fiscal year should also not be present and not participate in the discussion. Should the matter be brought to a vote, neither the affected Director nor any other Director with a pecuniary benefit transaction with this organization in the same fiscal year shall vote on it. The Board shall comply with all the requirements of New Hampshire law where conflicts of interest are involved, including but not limited to the requirement of a two-thirds vote of a quorum of disinterested Directors and, if the financial benefit exceeds $5,000 in a fiscal year, publication in the required newspaper, and disclosure to the Charitable Trusts Unit.
Section 3. Statutory Requirements
The New Hampshire statutory requirements dealing with pecuniary benefits (RSA 7:19-a and RSA 292: 6-a) are hereby incorporated in full into and made an integral part of this conflict of interest policy; and a copy of the relevant New Hampshire statutes are attached hereto so that every Director is aware of the statutory requirements. These requirements include, but are not limited to, absolute prohibitions on loans from a charitable organization to a director or officer and prohibition of any sale or lease (for a term greater than five years) or conveyance of real estate from an officer or director without the prior approval of the probate court. These requirements extend to both direct and indirect financial interests, as defined by the attached statutes.
Section 1. Signatories
All checks, drafts and other instruments for the payment of money and all instruments of transfer of securities shall be signed in the name and on behalf of the Corporation by the Chairperson, Executive Director, and/or Treasurer, unless the Board authorizes such other officers or persons as signatories. The Board of Directors must approve any contract or agreement in excess of $25,000 on behalf of the Corporation and may designate the Executive Director to sign such contracts or agreements. Any contract or agreement under $25,000 may be signed by one (1) such authorized officer or agent.
Section 2. Fiscal Year
The fiscal year of the Corporation shall end on the last day of December in each year unless otherwise determined by the Board.
Section 3. Personal Liability
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 such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the Corporation.
Section 4. Indemnification
A. Except as provided in subsection C, the Corporation may indemnify an individual made a party to a proceeding because he or she is or was a director, against liability incurred in the proceeding if:
1. he conducted himself in good faith; and
2. he reasonably believed:
(i) in the case of conduct in his official capacity with the Corporation, that his conduct was in its best interests; and
(ii) in all other cases, that his conduct was at least not opposed to its best interests; and
3. in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful.
B. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the Director did not meet the standard of conduct described in this section.
C. The Corporation may not indemnify a Director under this section:
1. in connection with a proceeding by or in the right of the Corporation in which the Director was adjudged liable to the Corporation; or
2. in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him.
D. Indemnification permitted under this section in connection with a proceeding by or in the right of the Corporation is limited to reasonable expenses incurred in connection with the proceeding.
Notwithstanding any other provision of these by-laws, no member, director, officer, employee, or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an organization exempt under Section 501(c) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.
Notwithstanding any other provisions of the Articles of Agreement or these Bylaws, the Corporation is organized exclusively for one or more of the following purposes: charitable purposes as specified in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
No substantial part of the activities of the Corporation shall be carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Internal Revenue Code Section 501(h)), or participating in, or intervening in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office.
These Bylaws may be amended or repealed or new Bylaws adopted by the Directors at any meeting by the affirmative vote of not less than two-thirds of all the Directors of the Corporation.
Originally adopted September 2011
Amended May 24, 2017
Amended June 14, 2017
Amended June 28, 2017