BYLAWS OF THE GOOSE POND LAKE ASSOCIATION

A NEW HAMPSHIRE NONPROFIT CORPORATION

As Amended July 15, 2007

 

 

 

ARTICLE 1: NAME

The name of this corporation shall be the Goose Pond Lake Association, hereinafter referred to as the GPLA.

 

ARTICLE II:  PURPOSES

The purpose of the GPLA is to conserve, protect and improve: water quality, natural shoreline, plant and animal life, scenic beauty, tranquility, and all other natural

          resources as they pertain to the welfare and interest of Goose Pond.

Wherever possible, the GPLA shall collaborate with conservation commissions,

          planning boards, state and federal entities, land trusts and other conservation organizations working to conserve or protect natural resources that may have

          an impact on Goose Pond.

The GPLA will do any acts which are necessary and proper in the furtherance of the above and reserves to itself all of the

          powers conferred by the laws of the State of New Hampshire with regards to corporations, now or hereinafter adopted or amended an impact on Goose

          Pond.

 

ARTICLE III:  MEMBERSHIP

1. Membership is open to all persons having an interest in the purposes of the GPLA.

2. Membership shall not be restricted to anyone based on race, age, gender, religion, sexual orientation, or ethnic origin.

3. A person is eligible to become a Member by paying the applicable annual dues; initial dues are set at $15.00 per year.  The membership term will extend from  

         one Annual Membership Meeting (Annual Meeting) until immediately prior to the next.

4. Dues shall remain as initially set unless changed by a majority vote of the membership at the Annual Meeting.

5.  A member is deemed to be in good standing upon payment of dues.

 

ARTICLE IV:  BOARD OF DIRECTORS

1. The management of the affairs of the GPLA shall be vested in a Board of Directors.  Members of the Board of Directors must be members of the GPLA in good

         standing. The Board of Directors is fully constituted if it has from five to nine members.  At least five must not be of the same immediate family or related by

         blood or marriage. The determination as to how many members the Board will have at any one time shall be determined by a majority vote of the

         membership present at the Annual Meeting. The term “Full Board” as used in these By-Laws is the number of Directors as determined at the previous

         Annual Meeting.

2. The Board of Directors shall be nominated and elected to one-year terms by a majority vote of the members present in good standing at the Annual

         Meeting or at any Special Membership Meeting called pursuant to Article XI. 

3. The Board of Directors, may, by a majority vote of those remaining, appoint a replacement board member for any board member whose seat on the Board of

         Directors comes vacant before their term of office is completed.

4. Directors may be removed by a two-thirds (2/3) majority vote of the members in good standing at a Special Membership Meeting called pursuant to Article XI.

 

ARTICLE V:  POWERS AND LIMITATIONS OF THE BOARD OF DIRECTORS

1. The activities and affairs of the GPLA shall be conducted, and all corporate powers shall be exercised, by or under the direction of the Board of Directors in a

         manner consistent with the above purposes and subject to the provisions of the laws of New Hampshire and any limitations, within the Articles of

         Incorporation and these Bylaws, relating to an action required or permitted to be taken or approved by the membership of the GPLA.

2. The Board of Directors shall have the powers to make contracts of any kind.

3. Changing the number of Directors on the Board of Directors of the GPLA is exclusively reserved to the membership at an Annual Meeting.

4. All gifts, bequests, net earnings, and assets of the GPLA shall be used only to further the purposes and benefit of the GPLA.

5. No substantial part of the activities of the GPLA shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the GPLA shall not

         participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

6. The GPLA shall not carry on any other activities not permitted to be carried on:

     a.  by a corporation exempt from federal income tax under section 501(c)(3) of

          the Internal Revenue Code of 1986 or corresponding section of any future tax code, or                

     b.  by a corporation, contributions to which are deductible

          under section 170(c)(2) of the Internal Revenue Code of 1986, or corresponding section of any future federal tax code.

7. No member of the Board of Directors shall be compensated except for necessary expenses on behalf of the GPLA approved by the Treasurer.

8. The Board of Directors may adopt temporary amendments to the bylaws as set forth in Article XIV.

 

ARTICLE VI:  DUTIES OF THE BOARD OF DIRECTORS

1. It shall be the duty of the Board of Directors to promote and advance the purposes for which the GPLA is established and to carry out the policies in

          furtherance thereof as from time to time shall be approved by the members.  

2. In the discharge of its duties, the Board of Directors shall exercise all of the powers of the GPLA, except such powers as may be exercised exclusively by the

          members at an Annual or Special Membership Meeting.

3. The Board of Directors shall be responsible for the prudential management of the GPLA, including the collection of dues, maintenance of accurate financial

          records and informing members of GPLA activities.

4. The Board of Directors may engage and fix the compensation of employees and such assistants, attorneys, and consultants as, in the judgment of the Board of

          Directors, the interests of the GPLA require.

 

ARTICLE VII:  OFFICERS

1. The officers of the GPLA shall be President, Vice-President, Secretary, and Treasurer.

2. All officers shall be members of the Board. 

3. A Board member may hold multiple offices, except that no Board member may hold both the offices of President and Vice-President.

4. The officers shall be elected by the Board of Directors, only at a Director's meeting held within 30 days after an Annual Meeting at which Directors were elected

          or in the event that an officer has been removed or resigned. 

5. The term of office shall be until the end of the next Annual Membership Meeting.

6. An officer may be removed from office by a two-thirds (2/3) vote of the Full Board of Directors.

 

ARTICLE VIII:  DISCLOSURE OF CONFLICT OF INTEREST

1. Any duality of interest or possible conflict of interest of any Board member or employee shall be disclosed to the Full Board. 

2. Any transaction for goods or services purchased or benefits provided in the ordinary course of the GPLA’s business which results in a pecuniary interest being

          bestowed upon any Board member or officer, or member of the immediate family of any of these individuals, by the GPLA shall be:

     a.  Disclosed in writing to the Board,

     b.  Entered into the minutes of the Director’s meeting

     c.  Made a matter of record at the Annual Meeting.  

3. Where any one transaction or an aggregate of transactions in a single fiscal year benefits a Board member or officer, or member of the immediate family of any

          of these individuals, and exceeds five hundred dollars ($500) but is less than five thousand dollars ($5000), a two-thirds vote of the disinterested Board

          members are required to approve such transaction.

     a.  Such majority must also equal or exceed the quorum requirements established by these bylaws.                

     b.  Such majority, in addition to excluding the interested Board member, shall not include in its deliberation or voting any other Board member who has

          received a pecuniary interest from the GPLA within the same fiscal year.

4. Where any one transaction or an aggregate of transactions in a single fiscal year benefits a Board member or officer, or member of the immediate family of any

          of these individuals, exceeds five thousand dollars ($5000), 

     a.  A two-thirds vote of the disinterested Board members is required to approve such transaction, and

          i.  Such majority must also equal or exceed the quorum requirements established by these bylaws.                         

          ii. Such majority, in addition to excluding the interested Board member, shall not include in its deliberation or voting any other Board member who has

          received a pecuniary interest from the GPLA within the same fiscal year.

     b.  Notice of such transaction or transactions shall be published in a newspaper of general circulation and in the next GPLA newsletter or by special mailing.

5. In any event, the GPLA adopts by reference the disclosure of conflict of interest requirements set forth in N.H. R.S.A. § 7:19-a, or corresponding section of any

          future state law.

 

ARTICLE IX:  DUTIES OF OFFICERS

1. The President shall: convene and preside at all Board meetings and the Annual Meeting, perform such other duties as shall be required by the membership

          and by the Board of Directors, and may serve as a member ex officio of any committee. The President shall be the chief executive officer of the GPLA,

          responsible for day-to-day administration of the affairs of the GPLA and supervision of any employees, contractors or volunteers. The President shall

          appoint other individuals and committees who shall serve until the end of the President’s term.  Such committee members or appointees need not be

          members of the GPLA. The President shall have check signing authority and may appoint another Board member to have check signing authority as the

          President deems appropriate.  

2. The Vice-President shall assume the duties of the President, should that office become vacant, and shall convene and preside at meetings when the President

          is unable to attend. The Vice-President shall carry out other assignments at the request of the President.  

3. The Secretary shall: maintain the official records of the GPLA, as well as an archive; record and distribute the minutes of Annual Meetings and Board Meetings;

          maintain a current record of the names and addresses of members entitled to vote at Annual Meeting; send out notices to the membership of Annual

          Meetings; and, prepare the GPLA newsletter, unless an editor is appointed to do so.

4. The Treasurer shall: maintain the financial records of the GPLA; have check signing authority; prepare the annual financial statement and proposed budget for

          the annual meeting; and, be responsible for all tax paperwork necessary to maintain the GPLA’s nonprofit status.

5. The Board may elect a Vice-Treasurer to assist the Treasurer as needed.  The Vice-Treasurer, if elected, shall have check signing authority.

 

ARTICLE X:  MEETINGS OF THE BOARD OF DIRECTORS

1. Meetings of the Board of Directors shall be convened at least quarterly at the discretion of the President or the majority of the remaining Full Board.

2. The presence of a simple majority of the Full Board, as such number was determined at the Annual Meeting, shall constitute a quorum.

3. If both the President and the Vice-President are absent or need to be chosen, then a presiding Director shall be chosen to run the meeting by a majority of the

          quorum of those Board of Directors attending.  

4. Every act or decisions done or made by a majority vote of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of

          Directors, unless the Articles of Incorporation, these Bylaws, or provisions of law requires a greater percentage or different voting rules for approval of a

          matter by the Board. 

5. Any member of the GPLA may attend any Director's meeting.  A non-member of the Board of Directors may be allowed to participate in Board meetings at the

          discretion of the presiding Director.  Non-Board members will not be allowed to vote at Board meetings.

 

ARTICLE XI:  ANNUAL MEMBERSHIP MEETINGS

1. The Annual Membership Meeting shall be held on the Third Sunday in July.

2. Any member in good standing may participate in the Annual Meeting, and shall have one vote on each and every issue submitted to the meeting for a vote.

3. Ten percent of the full membership in good standing of the GPLA shall constitute a quorum for purposes of conducting the business of the annual meeting.  4. A simple majority vote of the members present shall decide all matters submitted to the meeting for a vote unless a different majority is called for by other

          provisions of these By-Laws, the Articles of Incorporation or State Law.

5. Any member in good standing may introduce questions, problems, disputes or topics for discussion.

6. Issues that require votes of the general membership normally shall be voted at the annual meeting. 

7. A special membership meeting may be called by either a simple majority vote of the Full Board or a petition signed by ten percent (10%) of the members in

          good standing and presented to a member of the Board of Directors.  If a special membership meeting is called by petition, then it shall be scheduled within

          thirty (30) days of the Petition being presented. 

8. Notice of the annual membership meeting shall be sent to the members in good standing at least fifteen (15) days before a general membership meeting at

          which votes shall be taken.  Notice of any special membership meeting shall be as determined by the Directors.

 

ARTICLE XII:  DISSOLUTION

Upon dissolution of the affairs of the GPLA, any assets remaining after payment of all obligations shall be given only to one or more of the following, as

          determined by a majority vote of the members at the time of dissolution:

     a.  New Hampshire Lakes Association                   5 South State Street     Concord, NH 03301.

     b.  Mascoma Watershed Conservation Council     P.O. Box 704                 Enfield, NH 03748

     c.  Upper Valley Land Trust                                    19 Buck Road               Hanover, NH 03755

Should none of the above named organizations be eligible to receive the assets of the GPLA at the time of dissolution, the membership shall choose another

          organization whose purpose or mission statement most closely reflects the purposes for which the GPLA was established.  Should no organization be

          chosen, then the assets shall be distributed to a governmental entity for a public purpose which reflects as closely as possible the purposes for which the

          GPLA was established. 

 

ARTICLE XIII:  FISCAL YEAR

The fiscal year of the GPLA shall be from January 1st to December 31st.  If deemed necessary or appropriate, the fiscal year may be changed by the Board of

          Directors.

 

ARTICLE XIV:  AMENDMENTS

1. These bylaws may be amended at the Annual Meeting by a two-thirds majority vote of the members attending.

2. These bylaws may be amended between Annual Meetings on a temporary basis by a unanimous vote of the Full Board.  Unless such temporary bylaws are

          submitted to and approved by the membership at the next Annual Meeting, they shall expire at the conclusion of the next Annual Meeting.

3. No temporary bylaw shall be valid if it: 

     a. has been voted down by the full membership at the preceding annual meeting, or

     b. usurps any power exclusively vested in the full membership.

 

ARTICLE XV:  NOTICE

Notice shall be deemed given when deposited in the United States mails addressed to the member at the address recorded in the books of the GPLA.

 

ARTICLE XVI:  PARLIAMENTARY AUTHORITY

The rules contained in Robert’s Rules of Order shall be the parliamentary authority in all cases not covered by these Bylaws. The version of Robert’s Rules of

          Order relied upon shall be chosen by the presiding Director.

 

ARTICLE XVII:  CONSTRUCTION AND TERMS

1.  If there is any conflict between the provisions of these bylaws and the Articles of Incorporation of the GPLA, the provisions of the Articles of Incorporation shall

          govern.

2. Should any provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall

          be unaffected by such holding.

 

ADOPTION OF BYLAWS

We the undersigned are the Current Board of Directors of the GPLA and, as directed by a two-thirds majority vote of the members in good standing present at the

          Annual Meeting held July 15, 2007, hereby adopt the foregoing Bylaws, consisting of eight (8) pages total, as the Bylaws of the GPLA.

 

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