FIFTH AMENDED AND RESTATED BYLAWS
OF
NEW HAMPSHIRE WOMEN’S BAR ASSOCIATION
(Effective on September 1st, 2026)

ARTICLE I: Articles of Agreement

The name of the Corporation, the purposes for which it is established, and the location of its principal place of business shall be as set forth in the Articles of Agreement (as amended from time to time, the “Articles of Agreement”) and the Bylaws of the Corporation (as amended from time to time, the “Bylaws”). The powers of the Board of Directors (also referred to herein as the “Board”) and all matters concerning the conduct and regulation of the Corporation shall be subject to such provisions in regard thereto, if any, as are set forth in such Articles of Agreement which are hereby made a part of these Bylaws.

ARTICLE II: Membership and Dues

Section 1. Membership.

The membership of the Corporation shall consist of the following membership classes (together, the “Members”):

a. Voting Members. Upon filing an application with the Corporation and making payment of the requisite amount of dues for the current year, Voting Members of the Corporation shall include:

i. Any member of the bar of the State of New Hampshire in good standing;
ii. Any member of the bar admitted to practice in any state or territory of the United States other than New Hampshire in good standing, including in the District of Columbia, and who actively works in the legal profession and resides or works in New Hampshire; and
iii. Emeritus Members, which includes an attorney member in good standing at the time of appointment who is sixty-five (65) years of age or older, has been a member of the Corporation for at least fifteen (15) years but is no longer practicing law, and is accepted by the Board of Directors for appointment as an Emeritus Member.

If a question arises as to what actions constitute “work[ing] in the legal profession,” the Corporation’s Board of Directors may use its discretion in determining the answer to this question on a case-by-case basis. An attorney is considered in “good standing” if considered active, inactive, judicial, or any similar status to the aforementioned with the applicable bar association, but the attorney cannot have resigned, be suspended, or be disbarred.

b. Associate Members. Upon filing an application with the Corporation and making payment of the requisite amount of dues for the current year, Associate Members of the Corporation shall include:

i. Any member of the bar admitted to practice and in good standing in any state or territory of the United States other than New Hampshire, including in the District of Columbia, who does not satisfy the requirements for Voting Members;
ii. An attorney licensed to practice law in any foreign country;
iii. Any person currently enrolled in any law school;
iv. Any paralegal; and
v. Any legal administrator.

If a question arises as to who qualifies as a “paralegal” or “legal administrator,” the Corporation’s Board of Directors may use its discretion in determining the answer to this question on a case-by-case basis. Associate Members shall be entitled to all the privileges of the Corporation except, unless required under any applicable law, the right to vote, serve as an officer for the Corporation, or serve on the Board of Directors. Associate Members may serve on a committee of the Corporation, except the Governance Committee, in the Board of Director’s discretion.

c. Honorary Members. Any member of the New Hampshire state or federal judiciary, including retired members of the judiciary, and the current Dean of the University of New Hampshire Franklin Pierce School of Law may become an Honorary Member of the Corporation without paying any dues. Other groups of Honorary Members may be designated from time to time by the Board. Honorary Members shall be entitled to all the privileges of the Corporation except, unless required under any applicable law, the right to vote, serve as an officer for the Corporation, or serve on the Board of Directors. Honorary Members may serve on a committee of the Corporation, except the Nominating Committee, in the Board of Director’s discretion.

Section 2. Dues and Application.

Any person who meets the qualifications set forth in Article II, Section 1 above is qualified to become a Member of the Corporation upon completion of the application and submitting the appropriate payment of dues. The Board of Directors may set the manner and form of application in its discretion, and the Board may require additional documentation to determine the applicant’s eligibility in its sole discretion. A schedule of membership dues shall be established and may thereafter be amended by the Board, at the Board’s discretion.

Section 3. Termination and Suspension of Membership.

a. Termination. Membership may be terminated in the following manner:

i. Resignation. A Member may resign by submitting a written resignation to the President. Such resignation shall become effective on the date submitted, provided the Member has satisfied all of the Member’s obligations to the Corporation. Former members that resigned are eligible to reapply for membership so long as she, he, or they otherwise meet the requirements for membership set forth in Article II, Section 1 at the time of the new application.

ii. Disbarment. A Member who is disbarred in any jurisdiction shall automatically be terminated as a member of the Corporation.

iii. Failure to Pay Dues. A Member’s membership shall be terminated if the Member is delinquent in dues for more than sixty (60) days after dues shall become due unless the Board finds sufficient cause to excuse the delinquency. Former members whose membership was terminated due to a failure to pay dues are eligible to reapply for membership so long as she, he, or they otherwise meet the requirements for membership set forth in Article II, Section 1 at the time of the new application and pays any dues owed in connection with the membership renewal.

b. Suspension.

i. Suspension from Practice. A person suspended from the practice of law in any jurisdiction shall be suspended from membership for as long as the period of suspension from practice continues. Such attorney shall be eligible to return to membership, subject to the approval of the Board, upon returning to good standing with the applicable bar association.

ii. Actions Detrimental to Association. If a Member acts in a manner detrimental to the objectives or interests of the Corporation or violates the Articles of Incorporation, Bylaws, or any policies related to Member conduct approved by the Board of Directors, that member may be suspended by a two- thirds (2/3) vote of the entire Board of Directors. Any member suspended remains liable to the Corporation for dues or fees incurred or commitments made prior to the suspension. Such attorney may be returned to membership upon submission of a new application for membership, if such applicant meets the necessary qualifications for membership and if the application approved by a by a two-thirds (2/3) vote of the entire Board of Directors.

Section 4. Powers of the Members.

The Members shall have all rights and powers conferred on members of nonprofit corporations under the laws of New Hampshire, except as otherwise specified in the Articles of Agreement and in these Bylaws, including, without limitation, the power to elect and remove the Directors of the Corporation as set forth in Article III hereof.

Section 5. Meetings of the Members.

At the discretion of the Board, there may be an annual meeting of the Members, at such time and place as shall be fixed by resolution or vote of the Board. The purpose of the annual meeting shall be for the transaction of any business as may come before the meeting. Special meetings of the Voting Members may be called by the President of the Board, the Board, or by a vote of at least ten percent (10%) of the Voting Members. Members other than Voting Members shall be permitted to attend such meetings but shall have no voting rights or rights to otherwise participate. Votes may not be made by proxy.

Section 6. Notice.

Notice of a meeting of the Members stating the date, time, and place of the meeting and, if a special meeting, a description of the purposes of such meeting, shall be given to each Voting Member at such Voting Member’s address on file with the Corporation by electronic mail, regular mail, or any other form of wire or wireless communication (and the method of notice need not be the same as to each Member) not less than seven (7) days prior to such meeting. Notice shall be deemed delivered when sent to an address currently on file with the Corporation, and it is the Member’s responsibility to ensure that current contact information has been provided. Any Member will waive notice of any meeting by attending such meeting, except where a Member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 7. Action by Writing.

Any action required or permitted to be taken at any meeting of the Members may be taken without a meeting if at least twenty percent (20%) of the Members consent to the action in writing, and the written consent executed by such Members is filed with the records of the meetings of the Members. Any such consent shall be treated for all purposes as a vote at a meeting. Before any action may be taken by writing pursuant to this Section 7, prior written notice of the proposed action in writing shall be given to each Voting Member at such Voting Member’s address on file with the Corporation by electronic mail, regular mail, or any other form of wire or wireless communication (and the method of notice need not be the same as to each Member) not less than seven (7) days prior to such action being executed. Notice shall be deemed delivered when sent to an address currently on file with the Corporation, and it is the Member’s responsibility to ensure that current contact information has been provided.

Section 8. Quorum.

A quorum for conducting a meeting of the Members shall be at least twenty percent (20%) of the Voting Members, but a smaller number may adjourn a meeting from time to time.

Section 9. Manner of Acting.

Each Voting Member shall have one (1) vote. The act of a majority of Voting Members that are present at a meeting with a quorum shall be the act of the Members unless the act of a greater number is required by law or another provision of these Bylaws.

ARTICLE III

Board of Directors

Section 1. Powers.

The management and administration of the affairs of the Corporation shall be carried out by the Board of Directors, which shall have all powers enumerated in its Articles of Agreement, the laws of the State of New Hampshire, and all other powers conferred by these Bylaws.

Section 2. Number; Composition.

The Board shall consist of at least twelve (12) Voting Members (individually referred to as “Director,” collectively referred to as the “Directors”). The Board shall consist of the Corporations’ five Officers (as defined in Article IV), Annual Events Chair, Member Relations Committee Chair, Networking Committee Chair, Programming Committee Chair, Public Service Committee Chair, and at least two (2) but no more than five (5) Members at Large. All Directors must be Voting Members of the Corporation. Each Director shall serve for a two (2) year term beginning on September 1 in the year the election is held.

Section 3. Election.

The election of Directors shall be conducted electronically, by way of an electronic ballot e-mailed to all Voting Members at the primary e-mail address on file with the Corporation. The Secretary shall cause ballots to be e-mailed to the Voting Members by May 1 of each election year, and ballots shall provide an option to vote for a candidate from the slate of candidates recommended by the Governance Committee or a write-in candidate for each role. Ballots shall be returned to the Secretary by May 15 of each election year using the same method to solicit such ballots (i.e., e-mail or mail). Each Director, except the Immediate Past President, shall be elected by a plurality of the votes cast in accordance with this Section. The Immediate Past President shall be the Director serving as President at the time the election is held.

Section 4. Removal.

A Director may be removed from office: (a) with or without cause by vote of a majority of a quorum of Voting Members at a special meeting called for such purpose, or (b) for cause by vote of a two-thirds (2/3rds) majority of the Directors then in office. A Director may be removed for cause only after reasonable notice and opportunity to be heard before the body proposing removal.

Section 5. Resignation.

Any Director may resign by delivering a written resignation in person to the President or by e-mail sent to the President. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

Section 6. Annual Meeting.

The Board shall hold its annual meeting in the month of August or as otherwise fixed by a resolution of the Board. Notice to the Directors of such meeting shall be satisfied if the date, time, and place is sent electronically to the Director’s e-mail address on file with the Corporation at least seven (7) days in advance.

Section 7. Regular Meetings.

Regular meetings of the Board for the transaction of any business may be held at such times and places as shall from time to time be fixed by the President.

Section 8. Special Meetings.

Special meetings of the Board may be called by the President, by the Secretary, or by any three (3) Directors, and shall be held at the place or in the manner designated in the notice or call thereof. At such special meetings, no business shall be transacted which is not specified in the notice of meeting and in accordance with applicable law. Notice of the time, place, and purpose of such meetings given by telephone, e-mail, or in person at least two (2) days prior to the date of such meetings shall be sufficient to pass any measure.

Section 9. Notice.

Unless otherwise provided for in these Bylaws, written or printed notice stating the place, day, and hour of any meeting of the Board shall be delivered either personally, telephonically, or by e-mail, or by mail to each Director, not less than seven (7) days before the date of such meeting, by or at the direction of the President, the Secretary, or the officers or persons calling the meeting. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the Director at the address as it appears in the records of the Corporation, with postage thereon prepaid. If e-mailed, notice shall be deemed to be delivered when sent to the e-mail address as it appears in the records of the Corporation. Any Director may waive notice of any meeting by attending such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 10. Quorum.

A majority of the number of Directors then holding office and present in person or appearing in accordance with Section 16 shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than a quorum is present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. Votes may not be made by proxy.

Section 11. Manner of Acting.

The act of a majority of the Directors present at a meeting with a quorum shall be the act of the Board, unless the act of a greater number is required by law or these Bylaws. The Board may also act without a meeting if written consent setting forth the action taken thereto is signed by at least two-thirds (2/3rds) of the Directors, unless the act of a greater number is required by law, and filed with the records of the Board meetings. All electronic signatures of any Director shall be treated as the legal equivalent of manual/handwritten signature for the purpose of providing written consent. Such consent shall be treated as a vote of the Directors for all purposes.

Section 12. Vacancies.

A vacancy by any Director, including Officers, because of death, resignation, removal, disqualification, or otherwise, shall be filled for the unexpired term by the Board, by vote of a simple majority of all of the Directors then duly in office. The Board, by vote of a simple majority of all of the Directors then duly in office, shall also fill, for the full term, any place on the Board that has been established by the Members pursuant to Article III, Section 2, but that has not been filled by election by the Members.

Section 13.

Absence from Meeting. Failure to attend at least two (2) consecutive Board meetings, or three (3) total Board meetings during the Board year, without an excused absence from the President shall constitute a resignation pursuant to Section 5, but the Executive Committee may waive the resignation at their discretion.

Section 14. Residuary Powers.

The Board shall have the powers and duties necessary or appropriate for the administration of the affairs of the Corporation. All powers of the Corporation set forth in the Articles of Agreement or these Bylaws shall be vested in the Board.

Section 15. Committees.

The following committees shall be standing committees of the Corporation: Executive Committee, Governance Committee, Member Relations Committee, Networking Committee, Past Presidents Council, Programming Committee, and Public Service Committee. The Board may, by vote of a majority of Directors then in office, establish such other committees or subcommittees of the Board as it may deem desirable, to which it may, by like vote, delegate thereto some or all of its powers except those which it is prohibited from delegating by law, the Articles of Agreement, or these Bylaws. Except as the Board may otherwise determine, any such committee may make rules for the conduct of its business, but unless otherwise provided by the Board or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided for the Directors by these Bylaws. The Board shall have the power to fill vacancies in, change the membership of, or disband, any such committee and subcommittee. The delegation of authority to any standing or ad hoc committee will not operate to relieve the Board of Directors or any Director from any responsibility or standard of conduct imposed by law or these Bylaws. No committee will have authority to incur any corporate expense or make any representation or commitment for the Corporation unless express authority is provided in these Bylaws, a resolution of the Board, or express approval is given by the chair of such committee who is also a Director, and the expense or commitment complies with any expenditure policies of the Corporation.

a. Executive Committee. The Executive Committee shall have the powers and duties set forth in Article VI.

b. Governance Committee. The Governance Committee shall have the powers and duties set forth in Article VII.

c. Member Relations Committee. The Member Relations Committee shall be chaired by the Member Relations Committee Chair and shall assist the Board with: (i) promoting membership and goodwill between the Corporation and its membership and the public, (ii) maintaining a current membership list and making such current membership list available to the Members electronically, (iii) collecting, preparing and distributing appropriate information about the Corporation and its activities, and (iv) ensuring that events of historical significance to the Corporation are properly recorded through appropriate equipment (e.g. photography, video, etc.).

d. Networking Committee. The Networking Committee shall be chaired by the Networking Committee Chair and shall assist the Board with organizing and hosting regular networking events, providing opportunities for mentorship, and fostering opportunities for Members to connect.

e. Past Presidents Council. The Past Presidents Council shall be chaired by the Immediate Past President. The Past Presidents Council shall be responsible for nominating a recipient of the Marilla M. Ricker Achievement Award to be selected by the Board each year, shall provide advice and guidance to the Board as requested, and shall undertake such other tasks as may be delegated by the Board from time to time.

f. Programming Committee. The Programming Committee shall be chaired by the Programming Committee Chair and shall assist the Board with organizing programs that align with the mission and strategic plan of the Corporation, including continuing legal education and other educational or mission driven events.

g. Public Service Committee. The Public Service Committee shall be chaired by the Public Service Committee Chair and shall assist the Board implementing public service activities that align with the Corporation’s mission, including, but not limited to, the Women to Women Project with the New Hampshire Department of Corrections.

Section 16. Telephone or Video Conference Meetings.

The Directors and/or the members of any committee may participate in a meeting of the Board or such committee by means of a virtual conference held by telephone, video, or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participating by such means shall constitute presence in person at a meeting.

Section 17. Official Positions on Matters of Public Policy.

The Board recognizes that from time to time, current events will occur that the Board may determine warrants a resolution or position statement to be released to the public and/or that the Board may determine it appropriate to sign on to and/or file an amicus curiae brief in connection with pending litigation. The Board is authorized to adopt and release such resolution or position statements on behalf of the Corporation or sign on to or file an amicus curiae brief, consistent with the scope of the Corporation’s mission statement, its Articles of Agreement, and Bylaws.

Section 18. Policies of the Board.

The Board may adopt such policies as it deems necessary and consistent with good and open governance practices and its mission, including a Records Retention Policy and a Conflict of Interest Policy. The Board’s Conflict of Interest Policy shall meet the requirements of Section 7:19-a of the New Hampshire Revised Statutes Annotated, and the Conflict of Interest Policy, as may be amended, restated, or replaced from time to time by the Board, shall be appended to these Bylaws, as amended from time to time, as Exhibit A.

Section 19. Compensation and Expense Reimbursement.

Directors shall not receive any compensation for their services as Directors, but may be reimbursed for incidental expenses incurred in carrying out their duties as Directors.

ARTICLE IV

Officers

Section 1. Number; Composition.

There will be at least five (5) Officers of the Corporation, unless there is no person qualified to serve as Immediate Past President, in which case the number of Officers of the Corporation shall be at least four (4). The Officers of the Corporation shall be the President, Immediate Past President, Vice President, Treasurer, and Secretary. No Officer shall hold more than one Officer position at the same time. The Board may appoint such other officers and agents as it shall deem necessary or expedient, who shall hold their offices and shall exercise such powers and perform such duties as shall be determined from time to time by the Board

Section 2. President.

The President shall be the chief executive officer of the Corporation. The President shall be the chairperson and shall preside at all meetings of the Members and the Board of Directors. The President, the Treasurer, or some other person specifically authorized by vote of the Board, may sign all deeds, leases, contracts, notes, and/or other instruments to be executed on behalf of the Corporation. The President shall have the custody of the corporate seal and of all the valuable papers and documents of the Corporation. The President shall perform all the duties commonly incident to such office and shall perform such other duties and have such other powers as the Board may from time to time designate.

Section 3. Vice President.

The Vice President shall carry out the duties of the President in the President’s absence, shall have the primary responsibility of oversight of employees of the Corporation, and shall have such powers and perform such duties as may be delegated to the Vice President by the Board.

Section 5. Treasurer.

The Treasurer shall have the care and custody of the funds of the Corporation and shall have and exercise under the supervision of the Board all the powers and duties commonly incident to the office and shall perform such other duties and have such other powers as the Board may from time to time designate. The Treasurer shall, with the President, have the power to sign all deeds, leases, contracts, notes, and/or other instruments to be executed on behalf of the Corporation. The Treasurer shall deposit all the funds of the Corporation in such bank or banks, trust company or trust companies, or with such firm or firms doing a banking business as the Board may from time to time designate. The Treasurer may, on behalf of the Corporation endorse for deposit or collection, all checks, notes and other obligations payable to the Corporation or its order and may accept drafts on behalf thereof. The Treasurer shall keep accurate books of account of all corporate transactions, which books shall be the property of the Corporation, and together with all other property in the Treasurer’s possession, shall be subject at all times to the inspection and control of the Board. All receipts and vouchers for payment made to the Corporation, and checks, drafts, notes and other corporate obligations for the payment of money by the Corporation shall be signed by the Treasurer except as the Board may otherwise specifically order. Checks and drafts need not be countersigned, unless otherwise ordered by the Board.

Section 4. Secretary.

The Secretary of the Corporation shall keep accurate records, in physical books or electronic records, of the proceedings of any such meetings, which books or electronic records shall be open at all reasonable times to the inspection of any Director. The Secretary shall also perform all the duties commonly incident to such office and shall perform such other duties and have such other powers as the Board may from time to time designate. In the absence of the Secretary from any meeting of the Board, as the case may be, a Secretary pro tempore may be chosen who shall record the proceedings thereof.

Section 5. Immediate Past President.

Upon completion of the President’s term, the President shall assume the position of Immediate Past President and shall act in such capacity as a full voting member of the Board. The Immediate Past President shall be the chair of the Past Presidents Council and shall have such powers and perform such duties as may be delegated to the Immediate Past President by the Board.

ARTICLE V

Powers of Committee Chairs & Other Directors

Section 1. Annual Events Chair.

The Annual Events Chair shall be the Board liaison to the Executive Committee with respect to the planning of the Corporation’s events that are designated “major events.” The Annual Events Chair shall be responsible for overseeing and working with the Executive Committee to plan the major events that the Board may determine to hold from time to time in its discretion, which may include, but are not limited to, fall receptions, annual retreats, and post-holiday parties. The Annual Events Chair shall have such other powers as the Board may from time to time designate.

Section 2. Member Relations Committee Chair.

The Member Relations Committee Chair shall be responsible for: (i) promoting membership and goodwill between the Corporation and its membership and the public, (ii) maintaining a current membership list and making such current membership list available to the Members electronically, (iii) collecting, preparing and distributing appropriate information about the Corporation and its activities, and (iv) ensuring that events of historical significance to the Corporation are properly recorded through appropriate equipment (e.g. photography, video, etc.). The Member Relations Committee Chair shall be the Chairperson of and the Board liaison to the Members Relations Committee. The Member Relations Committee Chair shall have such other duties and such other powers as the Board may from time to time designate.

Section 3. Networking Committee Chair.

The Networking Committee Chair shall be the Chairperson of and the Board liaison to the Networking Committee. The Networking Committee Chair shall be responsible for supervising the efforts of the Networking Committee and implementing the Corporation’s regular networking events. The Networking Committee Chair shall have such other duties and such other powers as the Board may from time to time designate.

Section 4. Programming Committee Chair.

The Programming Committee Chair shall be the Chairperson of and the Board liaison to the Programming Committee. The Programming Committee Chair shall be responsible for supervising the efforts of the Programming Committee and implementing the Corporation’s programs, including continuing legal education and other educational and/or mission driven events. The Programming Committee Chair shall have such other duties and such other powers as the Board may from time to time designate.

Section 4. Public Service Committee Chair.

The Public Service Committee Chair shall be the Chairperson of and the Board liaison to the Public Service Committee. The Public Service Committee Chair shall be responsible for supervising the efforts of the Public Service Committee and implementing the Corporation’s public service activities, including, but not limited to, the Women to Women Project with the New Hampshire Department of Corrections. The Public Service Committee Chair shall have such other powers as the Board may from time to time designate.

Section 5. Member at Large.

Each Member at Large shall be responsible for promoting the Corporation, including assisting with the organization and promotion of the Corporation’s activities and serving on committees. Each Member at Large is expected to join at least one committee other than the Nominating Committee and be an active participant on that committee. Each Member at Large shall have such other powers as the Board may from time to time designate.

ARTICLE VI

Executive Committee

Section 1. Composition.

There shall be an Executive Committee of the Board of Directors consisting of the Officers of the Corporation.

Section 2. Powers.

Except as otherwise provided by law, the Articles of Agreement, or these Bylaws, the Executive Committee shall have the power to act on behalf of the Board of Directors on any matter within the authority of the Board where the President determines that action must be taken before the next regular meeting of the Board. The Executive Committee shall have such other or additional powers as the Board from time to time may delegate to such Committee, consistent with law, the Articles of Agreement as amended from time to time, and these Bylaws, as amended from time to time.

Section 3. Consultation with Committees.

Where the action proposed to be taken by the Executive Committee relates to the activities of another Committee of the Corporation, the Executive Committee is directed to reasonably consult with the Committee Chair prior to taking action.

Section 4. Quorum.

Three (3) members of the Executive Committee shall constitute a quorum, but a vote of a majority of the Executive Committee shall be necessary to decide any matter properly before the committee. Votes may be taken by telephone, electronic message, or e-mail, and without a meeting. The Executive Committee shall record its actions and shall report on such actions to the Board of Directors at the next meeting. The Board of Directors shall have the power to rescind any vote or resolution of the Executive Committee, but no such decision shall have retroactive effect.

ARTICLE VII

Governance Committee

Section 1. Composition.

There shall be a Governance Committee consisting of at least the current Immediate Past President, President, and the Members at Large. Other Voting Members of the Corporation may also join the committee, but the right to vote to recommend a slate of candidates to be presented to the Voting Members during an election shall be limited as described in Article VII, Section 3.

Section 2. Powers.

Except as otherwise provided by law, the Articles of Agreement, or these Bylaws, the Governance Committee shall have the power to determine by a majority vote of the Immediate Past President, the President, and the Members at Large, and/or, if applicable, the Voting Member or Voting Members selected for the purpose of nominating candidates pursuant to Section 3, a slate of all Officers and other Directors to be presented to the Voting Members for consideration at the upcoming election. The Governance Committee shall also have the power to review and advise the Board on updates to matters of corporate governance, policies and procedures of the Corporation, and to provide recommendations regarding strategic planning and other long-term goals of the organization. The Governance Committee shall have such other or additional powers as the Board from time to time may delegate to such Committee, consistent with law, the Articles of Agreement as amended from time to time, and these Bylaws, as amended from time to time.

Section 3. Method of Recommending Candidates for Election.

All members of the Governance Committee may participate in discussions with and review of potential candidates for the Officers and Directors of the Corporation in the upcoming election, but the vote to select the final slate of candidates shall be by the majority vote of the Immediate Past President, President, and the Members at Large that will not be seeking a committee chair or Officer role in the upcoming election. If there are not at least three (3) Directors qualified to complete such vote, the Director(s) qualified to vote shall select a Voting Member or Voting Members to serve until there are at least three (3) committee members. The names of individuals who sought an open position but are not named to the slate of candidates shall remain confidential information of the Board of Directors and shall not be shared with the Members or any other party. The slate of candidates shall be announced on the Corporation’s website and in at least one (1) newsletter or other electronic mailing directed to the Voting Members at least three (3) weeks prior to the election.

Section 4. Qualifications of Candidates.

All individuals nominated for an upcoming election shall be current Voting Members in good standing and shall meet any other qualifications as set forth in these Bylaws and/or reasonably determined by the Board of Directors. To the extent possible, the slate of candidates shall include representatives from both the public and private sector with consideration given to geographic diversity around the state.

ARTICLE VIII

Contracts, Funds, and Records

Section 1. Contracts.

All documents to be executed by the Corporation including deeds, mortgages, leases, promissory notes, or other instruments shall be executed by the President or the Treasurer. The Board may authorize any Officer or Officers, agent or agents, of the Corporation, in addition to the Officers so authorized by these Bylaws, to execute and deliver any contract or instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 2. Checks and Debit Cards.

All checks, fund transfers, or other payments issued by the Corporation shall be executed by the Treasurer, Vice President, or President. The President, Vice President, and Treasurer shall each be permitted to be issued a debit card to pay for expenses of the Corporation. All payments over $5,000 shall be approved by the Treasurer and the President.

Section 3. Deposits.

All funds of the Corporation shall be deposited from time to time to the credit of the Corporation and in such banks, trust companies, investments, or other depositories as the Board may select.

Section 4. Gifts.

The Board may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation.

Section 5. Books and Records.

The Corporation shall keep correct and complete books and records of account, shall keep minutes of the proceedings of the Board and committees having any of the authority of the Board, and shall keep at the registered or principal office a record giving the names and addresses of the members of the Board. All books and records of the Corporation may be inspected by any Director, or Director’s agent or attorney, for any purposes at any reasonable time. The Board, if it deems prudent, may cause an audit of the records of the Corporation to be made each year or from time to time by a competent auditor.

ARTICLE IX

Personal Liability and Indemnification

Section 1. Personal Liability.

The Members, 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 debt, damages, judgment or decree, or of any money that may otherwise come due or payable to them from the Corporation.

Section 2. Indemnification.

The Corporation shall indemnify, to the maximum extent permitted by law, any person who is or was a Director, Officer, agent, member of any committee of the Corporation, fiduciary, or employee of the Corporation against any claim, liability, or expense arising against or incurred by such person made a party to a proceeding because such person is or was a Director, Officer, agent, member of any committee of the Corporation, fiduciary, or employee of the Corporation.

Section 3. Insurance.

The Corporation may purchase and maintain insurance on behalf of a person who is or was a Director, Officer, employee, fiduciary, agent, or member of any committee of the Corporation against liability asserted against or incurred by the person in that capacity or arising from the person’s status as a Director, Officer, employee, fiduciary, agent, or member of any committee of the Corporation.

ARTICLE X

Fiscal Year

Section 1. The fiscal year of the Corporation shall begin on September 1 and end on August 31 in each year.

ARTICLE XI

Seal

Section 1. The Board may provide a corporate seal, which shall have inscribed thereon the name of the Corporation and the words “corporate seal.”

ARTICLE XII

Non Discrimination

Section 1. The Corporation shall not discriminate against any person in any manner on the basis of sex, age, religion, physical or mental disability, race, sexual orientation, national origin, ethnicity, marital status, or gender identity and expression.

ARTICLE XII

Amendments

Section 1. These Bylaws may be altered, amended or repealed and new bylaws may be adopted by the Board, subject to repeal or change, by action of a two-thirds (2/3) majority of the Voting Members.

ARTICLE XIII

Miscellaneous

Section 1. Governing Law.

These Bylaws shall be deemed to be made under and shall be construed in accordance with the laws of the State of New Hampshire without regard for its conflict of laws provisions.

Section 2. Captions.

All Article titles or captions contained in these Bylaws are for convenience only and shall not be deemed part of the context of these Bylaws.

Section 3. Construction.

All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, gender non-binary, singular, or plural as the identity of the person or persons may require.

Fifth Amendment Adopted: Approved April 10, 2026; effective September 1, 2026
Fourth Amendment Adopted: September 24, 2019

EXHIBIT A: Conflict of Interest Policy