Bylaws of Henniker-San Ramon

ARTICLE I – NAME AND PURPOSE

Section 1 – Name:

The name of the organization shall be "Henniker-San Ramon". It shall be a nonprofit organization incorporated under the laws of the state of New Hampshire.

Section 2 – Purpose:

The purpose of the organization shall be to build ties of friendship and understanding between the people of Henniker, New Hampshire and San Ramon, Nicaragua. Henniker-San Ramon is organized exclusively for charitable and educational purposes.

ARTICLE II – MEMBERSHIP

Section 1 – Membership:

Membership shall consist of the board of trustees.

ARTICLE III – BOARD OF TRUSTEES

Section 1 – Board role, size and compensation:

The board is responsible for overall policy and direction of the organization. The board shall have up to twenty, but not fewer than five members. The board receives no compensation other than reasonable expenses.

Section 2 – Terms:

All board members shall serve two-year terms, but are eligible for re-election for up to five consecutive terms.

Section 3 – Meeting and notice:

The board shall meet at least quarterly, at an agreed upon time and place. An official board meeting requires that each board member have written notice at least two weeks in advance.

Section 4 – Board elections:

During the last quarter of each calendar year, the board of trustees shall elect Trustees to replace those whose terms will expire at the end of the calendar year. This election shall take place during a regular meeting of the trustees, called in accordance with the provisions of these bylaws.

Section 5 – Election procedures:

New trustees shall be elected by a majority of directors present at such a meeting, provided there is a quorum present. Trustees so elected shall serve a term beginning on the first day of the next calendar year.

Section 6 – Quorum:

A quorum must be attended by at least forty percent of board members for business transactions to take place and motions to pass.

Section 7 – Officers and Duties:

There shall be four officers of the board, consisting of a chair, vice-chair, secretary and treasurer. Their duties are as follows:

• The chair shall convene regularly scheduled board meetings, shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: vice-chair, secretary, treasurer.
• The vice-chair shall chair committees on special subjects as designated by the board.
• The secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained.
• The treasurer shall make a report at each board meeting. The treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to board members and the public.
  

Section 8 – Vacancies:

When a vacancy on the board exists mid-term, the secretary must receive nominations for new board members from present board members two weeks in advance of a board meeting. These nominations shall be sent out to board members with the regular board meeting announcement, to be voted upon at the next board meeting. These vacancies will be filled only to the end of the particular board members term.

Section 9 – Resignation, termination, and absences:

Resignation from the board must be in writing and received by the secretary. A board member shall be terminated from the board due to excess absences, more than six unexcused absences from board meetings in a year. A board member may be removed for other reasons by a three-fourths vote of the remaining trustees.

Section 10 – Special meetings:

Special meetings of the board shall be called upon the request of the chair, or one-third of the board. Notices of special meetings shall be sent out by the secretary to each board member at least two weeks in advance.

ARTICLE IV – COMMITTEES

Section 1 – Committee formation:

The board may create committees as needed. The board chair appoints all committee chairs.

Section 2 – Executive Committee:

The four officers serve as the members of the Executive Committee. Except for the power to amend the articles of incorporation and bylaws, the Executive Committee shall have all the powers and authority of the board of trustees in the intervals between meetings of the board of trustees, and is subject to the direction and control of the full board.

Section 3 – Finance Committee:

The treasurer is the chair of the Finance Committee. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with other board members. The board must approve the budget and all expenditures must be within the budget. Any major change in the budget must be approved by the board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the board showing income, expenses, assets, liabilities and equity. The financial records of the organization are public information and shall be made available to board members and the public.

ARTICLE V – AMENDMENTS

Section 1 – Amendments:

These bylaws may be amended when necessary by two-thirds majority of the board of trustees. Proposed amendments must be submitted to the secretary to be sent out with regular board announcements.

CERTIFICATION

These bylaws were approved at a meeting of the board of trustees by a two-thirds majority vote on Tuesday, December 14, 2004.