Windham Moms Alliance Bylaws

BYLAWS OF WINDHAM MOMS ALLIANCE

ARTICLE I
Name

Section 1.1. The name of this Corporation, a New Hampshire nonprofit corporation, shall be Windham Moms Alliance (the “Corporation”). 

ARTICLE II
Location

Section 2.1. The initial principal office of the Corporation for the transaction of its business is located at c/o PO Box 894, Windham, New Hampshire 03087.
Section 2.2. The Corporation may also have offices at such other places, within or without the State of New Hampshire, where it is qualified to do business, as its business may require and as the Board of Directors may from time to time designate. 

ARTICLE III
Powers and Purposes

Section 3.1. Purpose.  The purpose of the Corporation is to operate exclusively for the recreational purposes set forth in the Articles of Agreement, subject to the provisions of the New Hampshire Revised Statutes Annotated Chapter 292 and the provisions of Section 501(c)(7) of the Internal Revenue Code of 1986, as amended (the “Code”), and for any purpose for which an organization may be exempt under Section 501 of the Code and, with respect to all of the foregoing purposes, to carry on only recreational purposes within the meaning of Section 501(c)(7) of the Code.

The principal purposes of the Corporation are to (i) provide recreational events, gatherings, and meetings to promote and encourage personal connection and fellowship among local mothers in and around Windham, New Hampshire, and (ii) serve as a support group for local mothers. 

All activities and functions of the Corporation shall be conducted in a manner which is consistent with the requirements of Section 501(c)(7) of the Code, and solely in furtherance of its recreational purposes, the Corporation is authorized to do everything necessary, suitable or proper for the accomplishment, attainment or furtherance of, to do every other act or thing incidental to, appurtenant to, growing out of, or connected with, the purposes, objects, or powers set forth in these Articles of Agreement, whether alone or in association with others; to possess all the rights, powers, and privileges now or hereafter conferred by the laws of the State of New Hampshire upon a voluntary corporation organized under the provisions of Revised Statutes Annotated Chapter 292, as amended, and, in general, to carry on any of the activities and to do any of the things herein set forth to the same extent and as fully as a natural person might or could do; provided that nothing herein set forth shall be construed as authorizing the Corporation to possess any purpose, object or power, or to do any act or thing forbidden of any organization exempt from federal income tax pursuant to Section 501(c)(7) of the Code, or any successor provision, which would threaten the Corporation’s tax exempt status.

Section 3.2.  Powers.  The Corporation shall have all the powers necessary to carry out the foregoing purposes and all the powers of nonprofit corporations organized under the laws of the State of New Hampshire subject to the limitations set forth in Sections 3.1 and 3.3.

Section 3.3.  Limitations.

  1. The Corporation shall not discriminate on the basis of age, race, color, creed, disabilities, financial status, or national origin (i) in the persons serviced, or in the manner of service; (ii) in the hiring, assignment, promotion, salary determination, or other conditions of staff employment; (iii) in the selection of members; or (iv) in the membership of its Board of Directors.
  1. The Corporation shall neither have nor exercise any power, nor shall it engage directly or indirectly in any activity that would invalidate its status as a corporation which is exempt from federal income taxation as an organization described in Section 501(c)(7) of the Code, or any successor provision.
  2. The Corporation is not organized for pecuniary profit and shall not have any capital stock.  No part of its net earnings or of its principal shall inure to the benefit of any officer director of the Corporation, or any other individual, partnership or corporation, but reimbursement for expenditures or the payment of reasonable compensation for services rendered shall not be deemed to be a distribution of earnings or principal.
  1. On dissolution, after provision is made for payment of debts, all property of the Corporation, from whatever source arising, shall be distributed only to such organizations as are then exempt from tax by virtue of Section 501(c)(7) of the Code, or any successor provision, and as the Board of Directors of the Corporation shall determine, unless otherwise provided in the instrument from which the funds to be distributed derive.
  2. No substantial part of the activities of the Corporation shall be carrying on propaganda, or otherwise attempting, to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of (or in opposition to) any candidate for public office.

ARTICLE IV
Membership

Section 4.1.  Generally. The Corporation shall initially have the following categories of membership (collectively, the “Members”): Individual Members and Honorary Members.  Unless otherwise set forth in the notice by the individuals calling such meeting, Members are invited to attend Activity and Special Meetings of the Board of Directors.  Members shall not attend the executive session of such meetings.  Members shall have no right to manage or control the business or affairs of the Corporation by virtue of such membership. Management and control of the business and affairs of the Corporation shall be vested in the Board of Directors.  Members are welcome to contact the Board of Directors in order to add agenda items to Activity Meetings, and /or request the convening of a Special Meeting to discuss a specific matter.

Section 4.2.  Members Categories. 

  1. Individual Members. Any mother of one or more child living in or near Windham, New Hampshire, and paying membership dues is eligible to be an Individual Member. An Individual Member shall be entitled to vote on matters properly brought before the Members in accordance with the Bylaws, the Articles of Agreement and applicable law.  Individuals who do not meet the criteria listed above, but who would like to become a member of the Corporation, may petition the Board for membership.  The Board will discuss each petition on a case by case basis, and use the same criteria by which to base its final decision on whether or not to extend membership. 
  1. Honorary Members. The Board of Directors shall have the authority to designate persons with a long and distinguished record of service to the Corporation as Honorary Members.  Honorary Members shall be exempt from the payment of dues and shall have no voting rights.

Section  4.3.  Removal. The Board of Directors may remove any Member by simple majority vote.  The Board may also establish criteria, such as non-payment of dues, which if violated shall result in the automatic removal of Members.  Members whose membership is terminated or cancelled shall not be eligible to participate in any planned activities for the Members.

Section 4.4.  Membership Dues. Dues are established and assessed on a yearly basis. The fiscal year shall be concurrent with the club’s membership year. No assessments other than regular membership dues shall be levied. The amount of membership dues shall be determined by a vote of the Board of Directors for the ensuing group.  

Section 4.5. Waiving of Dues.  Anyone who meets the criteria required of becoming an individual member may not be denied membership because of financial hardship. If a member cannot meet the financial obligation, she may petition the Directors for special consideration. The Directors should consider each request individually and should waive or reduce the dues of any member who is unable to meet this financial obligation.  

If the Directors, by a simple majority vote, decide to waive or reduce the yearly dues of a member, that member shall be accepted into the group for that year as a member in good standing, with all the rights and privileges thereof. 

Information about which members, if any, have had their dues waived or reduced is confidential to the Directors, and this list should be maintained by the Treasurer.  Any criteria used by the Directors in determining whether or not a member can meet the financial obligation must be applied to all members without bias or discrimination. 

Section 4.5. Good Standing.  A member is considered in good standing when s/he has fulfilled the financial obligation to the Alliance and maintained “good conduct” with the Board.  Members who have not fulfilled their financial obligation or who have violated Alliance by-laws and/or policies and procedures will not be considered in “good standing,” and may not enjoy all rights and privileges offered to members.

Section 4.6. Denial of Membership.  A prospective member convicted of moral turpitude, including but not limited to, murder, rape, fraud, arson, and the like, will not be afforded membership into the Windham Moms Alliance.

ARTICLE V
Meeting of the Members

Section 5.1.  Annual Meeting.  An annual meeting of the Members shall take place during the first quarter of the year.  The specific date, time and location of which will be designated by the Board of Directors. At the annual meeting the incoming Directors will assume their office and the voting Members shall receive reports on the previous year’s activities of the Corporation as well as planned activities for the coming year. 

Section 5.2. Activity Meetings. Activity Meetings of the members will take place on a monthly basis and be called by the Directors at times and places designated by the Directors. 

Section 5.3.  Special Meetings. Special meetings may be called by the President or by a simple majority of the Board of Directors.  A petition signed by ten percent of voting members may also call a special meeting. The person or persons calling a special meeting of the Members shall fix the time and place for holding such meeting and describe the business to be conducted thereat in the notice. The Board of Directors shall conduct only the business described in such notice.

Section 5.4.  Notice of Meeting. Printed notice of each meeting shall be given to each voting Member, by mail at the on-file physical or by electronic mailing address on file with the Corporation, and by posting in the Corporation’s Facebook group, not less seven (7) days prior to the meeting.

Section  5.5.  Quorum. The Members present at any properly announced meeting shall constitute a quorum. 

Section 5.6.  Voting. All issues to be voted on shall be decided by a simple majority of those Members present at the meeting in which the vote takes place. 

ARTICLE VI
Directors

Section 6.1.  Powers.  The Directors shall supervise and control the business, property and affairs of the Corporation, except as otherwise provided by law, the Articles of Agreement of the Corporation, or these Bylaws.

Section 6.2.  Number.  There shall be a Board of Directors of the Corporation of not less than five (5) persons and not more than twenty-one (21) persons.  The signers of the Articles of Agreement shall elect the initial Board of Directors of the Corporation, and thereafter the members of the Board of Directors shall be elected prior to the annual meeting of Directors.

Section 6.3.  Election Term.  Directors of the Corporation shall serve for a term of two (2) years or until their successors are elected and qualified. There is no limit to the number of terms that a Director may serve on the Board.  Therefore, if an officer also serves as Director, they can remain a Director when their term as an officer ends.  

Section 6.4. 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 simple 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 6.5.  Removal.  Any Director may at any time be removed from office for any cause deemed sufficient by the Board of Directors by the affirmative vote of simple majority of the full number of Directors then in office acting at a meeting of the Board, the notice of which has specified the proposed removal.  In addition, three consecutive absences from Board meetings will require the Director in question to meet with the President, unless the President is the Director in question, to discuss absences.  If necessary, the Board, absent the Director in question, will discuss the status of the Director’s place on the Board.   

Section 6.6.  Compensation.  Directors shall not receive salaries for their services as Directors, but by resolution of the Board of Directors, expenses of attendance, if any, may be allowed for attendance at any regular or special meeting of the Board.  The Corporation shall not provide personal loans to any Director. 

ARTICLE VII
Meetings of the Directors

Section 7.1.  Annual Meeting.  An annual meeting of the Board of Directors shall take place during the first quarter of the year, prior to the annual meeting of the Members.  The specific date, time and location shall be designated by the Board of Directors. The purpose of the annual meeting shall be to elect Directors and officers of the Corporation, prepare end of year updates and to transact such other business as may properly come before the Membership at the Annual Member Meeting.

Section 7.2.  Regular Meetings.  Regular meetings of the Board of Directors shall be held at least six (6) times per year upon call of the President. 

Section 7.3.  Special Meetings.  Special meetings of the Board of Directors may be called by the President, or by any three (3) Directors, on five (5) days notice to be held at such time, day and place as shall be designated in the notice of the meeting.

Section 7.4.  Notice of Meetings.  The time, day and place of any regular or special meeting of the Board of Directors shall be specified in the notice of the meeting, but no such specification is required in a waiver of notice of such meeting.  Notice shall be given as provided in Section 7.1. 

Section 7.5.  Telephone Meetings.  Any one or more Directors may participate in a meeting of the Board of Directors by conference telephone or other electronic means by which all persons participating in the meeting can communicate with each other.  Participation by telephone shall be equivalent to presence in person at a meeting for purposes of determining if a quorum is present.

Section 7.6.  Record of Meetings.  The Secretary or, in the absence of the Secretary, one of the Directors designated by the Board of Directors and participating in the meeting, shall keep a record of the meeting.

Section 7.7.  Quorum; Vote Required.  A simple majority of Directors then in office shall constitute a quorum for the transaction of business at any meeting of Directors, and, unless otherwise provided for by law or these Bylaws, the act of the simple majority of the Directors present and voting at any meeting at which a quorum is present shall be the act of the Board of Directors.  If a quorum shall not be present at any meeting of the Directors, the Directors present at the meeting may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum shall be present.  At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 7.8.  Action by Unanimous Consent.  Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting if:

  1. Consents in writing, setting forth the action so taken, shall be signed by all of the Directors and filed by the Secretary with the minutes of the meetings of the Board of Directors.  The consents may be executed in any number of counterparts, all of which when taken together shall constitute a single original consent.
  1. Consents by electronic mail, setting forth the action so taken, are submitted by all the Directors, received by the Corporation and filed by the Secretary with the minutes of the meetings of the Board of Directors.

ARTICLE VIII
Notice

Section 8.1.  General.  Whenever under the provisions of law or these Bylaws, notice is required to be given to any person, such notice may be given via U.S. mail or overnight delivery service with postage prepaid, and shall be deemed given when deposited in the mail or the delivery service addressed to such person at such person’s address as it appears on the records of the Corporation.  Notice may also be given by electronic mail, facsimile, or hand delivery, and such notice will be deemed given when received.

Section 8.2.  Waiver.  Whenever any notice is required to be given by law or by these Bylaws, a waiver of notice signed by the person or persons entitled to such notice, whether before or after the time stated in these Bylaws, shall be deemed equivalent to the giving of such notice.  Attendance at a meeting either in person, or if applicable, by proxy, of a person entitled to notice shall constitute a waiver of notice of the meeting unless he or she attends solely for the purpose of objecting at the beginning of the meeting to the transaction of business on the grounds that the meeting was not lawfully called or convened.

ARTICLE IX
Officers and Agents

Section 9.1.  Officers.  The officers of this Corporation shall be President, Immediate Past President, Vice President, Membership Vice President, Secretary, and Treasurer, and are all also considered Directors.  When deemed necessary, and approved by a simple majority of the Board of Directors, any of these offices can be filled by two individuals serving in a “co”-officer capacity.  The Corporation may also have, at the discretion and appointment of the Directors, such other officers. One person shall not hold two offices with the permissible exception of a Secretary-Treasurer. 

Section 9.2.  Election: Term of Officers; Resignation; Removal; Vacancies.  The Board of Directors, for the current year, shall elect incoming officers of the Corporation at the annual meeting of the Directors, to be held in May.  The officers of the Corporation shall hold office for terms of two (2) years or until their successors are elected and qualified. Exception to this term limit is for the founding officers in Election Cycle A, as they took office midway between the calendar year. In order to prevent the entire board from changing over every two (2) years, the terms of office will be staggered, with three (3) officers on one rotation, and two (2) officers on the other rotation.  Rotations will be as follows:

Election Cycle A: Vice President, Secretary and Treasurer.  Initial term for these officers will be July 2019 – June 2022. 

Election Cycle B: President and Membership Vice President.  Initial term for these officers will be July 2019 – June 2021.

Any officer may resign at any time by giving written notice to the President of the Board.  Such resignation shall take effect at the time specified in the notice, or if no time is specified, then immediately or at a time agreed upon by the outgoing officer and President.  Any officer may be removed from office at any time, with or without cause, by affirmative vote of the simple majority of the Board of Directors at any regular or special meeting of the Board called expressly for that purpose.  The Directors shall fill any vacancy occurring in any office of the Corporation for the unexpired term.  

No officer may serve more than two (2) two-year terms unless deemed necessary by reason of emergency by the Board of Directors for one additional term. An officer whose term of office has not expired may continue in such office, and continue for such term as a Director.

Section 9.3. President.  The President shall preside at meetings of the Board of Directors, and shall, subject to control of the Board, generally supervise, direct and control the business of this Corporation. The President shall have the general powers and duties of management usually vested in the office of president of a corporation and shall have such other powers and duties as may be prescribed by the Board or these Bylaws.

Section 9.4. Vice President.  The Vice President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 9.5.  Secretary.  The Secretary shall keep the minutes of all meetings of the Board of Directors, and perform all other duties usually incident to the office, and such other duties as may be assigned by the Board of Directors.  

Section 9.6.  Treasurer.  The Treasurer shall cause regular books of account to be kept, and shall render to the Board of Directors, from time to time as may be required, an account of the financial condition of the Corporation, shall deliver an annual report at the annual meeting, and shall perform all other duties properly required of the Treasurer by the Board of Directors. 

Section 9.7. Membership Vice President (MVP).  The Membership Vice President shall communicate with all interested persons and provide information necessary for interested person to become a member.  The MVP will also maintain an updated roster of members and work in conjunction with the Treasurer to make sure all members are in good financial status and up to date with paying dues.  In addition, the MVP will add members to the Facebook groups associated with the Windham Moms Alliance, this includes but is not limited to Windham Moms Alliance, Windham Moms in Business, Windham Moms Alliance Coupon and Deal Exchange, as well as the appropriate “Class of…” group. 

Section 9.8. Immediate Past President.  The Immediate Past President shall act as an advisor to the president and other members of the Board of Directors regarding past practices, and be a voting member of the Board of Directors. 

Section 9.9 Bonding of Officers.  The Board of Directors may require any officer, or other person entrusted with the handling of funds or valuable property of the Corporation to give bond to the Corporation, with sufficient surety or sureties, conditioned upon the faithful performance of such person’s duties.

ARTICLE X
Elections Committee and Timeline

Section 10.1.  Elections Committee.   The Board of Directors may establish an Elections Committee towards the end of the calendar year in preparation for the next year’s Spring elections, as needed.  This committee shall be comprised of five (5) Alliance members, including a chairperson, in good standing, and will have oversight by at least one Director.

Section 10.2.  Timeline.  

  1. Call for Nominations.  The Elections Committee shall send out a call for nominations at the January/February Activity Meeting.  The Committee shall consider all members who express an interest in running for a vacant position, but the Committee is not limited to these interested members when preparing a slate of officers.
  1. Slate Presentation.  The Elections Committee shall present a slate of officers to the membership at the February/March Activity Meeting.  The slate of officers shall consist of at least one candidate for each vacancy. After the slate has been presented, members in good standing may make additional nominations.  Additions may only be made at this Activity Meeting.
  2. The Elections Committee shall present the finalized slate of proposed officers to the Board of Directors, for their vote, at the March/April Board Meeting.  A simple majority of the Board is required to elect the slate of officers presented.
  1. Announcement of the New Board.  Once elected by the Board of Directors, the Elections Committee will contact the elected officers to congratulate them on their new role.  Membership will be notified of the new Board at the March/April Activity Meeting.  

ARTICLE XI
Committees

Section 11.1 Board Committees.  The Board of Directors may, by a simple majority vote of the Directors then in office, create any number of Board Committees, with oversight by at least one Director, to serve at the pleasure of the Board. Appointments to any Board Committee shall be made by any method determined by a simple majority vote of the Directors then in office. Board Committees may be given all the authority of the Board, except for the powers to: 

  1. set the number of Directors within a range specified in these Bylaws;
  2. elect Directors or remove Directors without cause;
  3. fill vacancies on the Board of Directors or on any Board Committee;
  4. fix compensation of Directors for serving on the Board or any Board Committee;
  5. amend or repeal these Bylaws or adopt new Bylaws;
  6. adopt amendments to the Articles of Agreement of this Corporation;
  7. amend or repeal any resolution of the Board of Directors which by, its express terms is not so amendable or repealable;
  8. create any other Board Committees or appoint the members of any Board Committees; or
  9. approve any merger, reorganization, voluntary dissolution, or disposition of substantially all of the assets of this Corporation.

Section 11.2. Advisory Committees.   The Board of Directors may establish one or more Advisory Committees to the Board. The members of any Advisory Committee may consist of directors or non-directors and may be appointed as the Board determines. Advisory Committees may not exercise the authority of the Board to make decisions on behalf of this Corporation, but shall be restricted to making recommendations to the Board or Board Committees, and implementing Board or Board Committee decisions and policies under the supervision and control of the Board or Board Committee.

ARTICLE XII
Conflicts of Interest

Section 12.1. Policy Governing Conflict of Interest and Pecuniary Benefits Transactions.

The Corporation shall adopt, implement, enforce and regularly review Policies and Procedures governing conflicts of interest and pecuniary benefits transactions.  The Policy and Procedures shall, at a minimum, meet the requirements of New Hampshire law as then in effect, and comply with Guidelines established by the Office of the NH Attorney General, Charitable Trust Unit.  Each Director, Officer, or Committee member shall have an affirmative duty to disclose to the Corporation each transaction with the Corporation that would be a Pecuniary Benefit Transaction (as defined by RSA 7:19-a) as to that Officer, Director, or Committee member, and shall be prohibited from participating in the discussion or voting on the transaction.  The Corporation shall enter into Pecuniary Benefit Transactions only in accordance with the applicable provisions of RSA 7:19-a, as they may exist from time to time.

Section 12.2.  Policy on Pecuniary Benefits Transactions.   Transactions that provide a direct or indirect pecuniary benefit to any officer or Director and the Corporation or any member of his or her immediate family; his or her employer; or, any person or organization of which he or she is a proprietor, partner, officer, director, or trustee, are prohibited unless they (i) satisfy RSA 7:19-a; (ii) are in the Corporation’s best interest; and (iii) all of the following conditions are met:

  1. The transaction is made in the ordinary course of the Corporation’s business or operation and the transaction is fair to the corporation.  Any transaction with any one officer or Director that exceeds $500.00 must be approved by the greater of a quorum of the Board of Directors, or simple majority of the members of the Board of Directors who have not had a pecuniary benefit transaction with the Corporation during the fiscal year.  
  2. The Corporation shall list in its records each transaction with any one officer or Director which exceeds $500.00 in any one fiscal year and report them to the NH Director of Charitable Trusts annually as part of its annual report required under RSA 7:28, including the names of those benefiting from each transaction and the amount of the benefit.  This list shall be available for inspection by officers, Directors and all contributors;
  3. The Corporation shall publish a notice of any transactions with any one officer or Director which alone or in the aggregate exceeds $5,000.00 in any one fiscal year, in the newspaper of general circulation in Windham, NH and give a copy of the notice to the NH Director of Charitable Trusts before the transaction takes place.  The name of the Officer or Director, the amount of the transaction and any other information required by RSA 7:19-a II (d) must be stated in the notice;
  4. The Corporation shall receive the prior approval and requisite finding of the Probate Court as to any transactions involving the sale, lease for a term of greater than 5 years, purchase or conveyance of any interest in real estate to or from any Officer or Director; and,
  5. The transaction does not involve a loan of money or property to an Officer or Director.

ARTICLE XIII
Contributions and Depositories

Section 13.1. Voluntary Contributions.  The Corporation may accept gifts, grants, legacies and contributions from any source including persons, corporations, trusts, charities, and governments and governmental agencies.

Section 13.2.  Depositories.  The Board of Directors shall determine what depositories shall be used by the Corporation as long as such depositories are located within the State of New Hampshire and are authorized to transact business by the State of New Hampshire and are federally insured.  All checks and orders for the payment of money from said depository shall be signed such signatories as have been authorized and required in advance by the Board of Directors.

ARTICLE XIV
Dissolution

Section 14.1.  Dissolution.  The Corporation may be dissolved upon the affirmative vote of a simple majority) of the members of the Board of Directors of the Corporation then in office taken at a meeting of the Board of Directors called for that purpose, or upon the written consent of all members of the Board of Directors entitled to vote thereon.  The Corporation shall undertake the disposition of any assets as set forth in the Articles of Agreement and no Director, officer or employee or person connected with the Corporation shall be entitled to share in the distribution of any of the Corporation assets upon its dissolution.

ARTICLE XV
General

Section 15.1.  Fiscal year.  The Corporation shall operate on a fiscal year ending December 31st.  Alteration of the fiscal year (by the Board of Directors) shall not require amendments of these Bylaws.

Section 15.2.  Execution of Contracts and Documents.  All contracts and evidence of debt may be executed only as directed by the Board of Directors.  

ARTICLE XVI
Indemnification

The Corporation may indemnify a person who is or was a Director, officer, employee or agent of the Corporation or who is or was serving in another capacity at the request of the Corporation, to the extent authorized by law, and will purchase and maintain insurance to protect itself and such persons against liability.

ARTICLE XVII
Amendments

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 a simple majority  of all the Directors of the Corporation, provided notice of the proposed change is given in the notice, which must be given not less than ten (10) days prior to such meeting.