THIRD AMENDED AND RESTATED BYLAW
NEW HAMPSHIRE WOMEN’S BAR ASSOCIATION
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 from time to time amended, and these Bylaws, as from time to time amended. 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 initially consist of the incorporators. Thereafter the membership of the Corporation shall consist of one or more classes (the “Members”), as determined from time to time by the Board. Such membership classes may include, but are not limited to the following:
a. Regular Members. Any member of the bar of the State of New Hampshire or of the United States Courts for the First Circuit may become a Member of the Corporation upon filing a written application with the Corporation and making payment of the requisite amount of dues for the current year. A Regular Member does not necessarily need to be on “active” status (e.g. may be inactive or judicial) with the bar, but cannot have resigned or been disbarred.
b. Associate Members. Any member of the bar admitted to practice, who has not resigned or been disbarred, in any state or territory of the United States other than New Hampshire, the District of Columbia, or in any foreign country, any law student, and any paralegal may become an Associate Member of the Corporation. Other groups of Associate Members may be designated from time to time by the Board. Associate Members shall be entitled to all the privileges of the Corporation except, unless otherwise provided in these Bylaws or required under any applicable law, the right to vote. The dues to be paid by Associate Members shall be fixed from time to time by the Board, and the Board shall have the authority to vary in amount the dues to be paid by any Associate Member. If the Paralegal Association of New Hampshire, as an organization, joins the Corporation as an Associate Member, the organization may be entitled to all the privileges of the Corporation, except the right to vote. In addition, the New Hampshire Paralegal Association may appoint one of its active members to serve as a liaison to the Board of Directors. Such liaison shall have the right to attend all Board meetings and receive notices thereof, but shall not be entitled to vote at such meetings. Further, the New Hampshire Paralegal Association may appoint one of its active members to serve as a liaison to each of the committees established by the Board of Directors. Such liaison shall have the right to attend all meetings of the committee and receive notices thereof, but shall not be entitled to vote at such meetings.
Section 2. Dues.
A schedule of membership dues shall be established and thereafter amended by the Board.
Section 3. Termination of Membership.
Membership may be terminated in the following manner:
a. 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.
b. Disbarment. A Member who is disbarred shall automatically be removed from membership.
c. Suspension from Practice. A person suspended from practice shall be suspended from membership for as long as their period of suspension from practice continues and shall be returned to membership subject to the approval of the Board upon the termination of their suspension.
d. A Member may be expelled from membership by the Board if the Member is delinquent in dues for more than thirty (30) days after dues shall be due unless the Board shall find sufficient cause to excuse the delinquency.
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. The Members shall have such other powers as are 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. Annual Meeting.
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 of the Board. The purpose of the annual meeting shall be for the transaction of any business as may come before the meeting.
Section 6. Meetings.
Members shall receive notice of any annual meetings set by the Board under Section 5 by regular mail, electronic mail, telephone, telegraph or publication not less than seven (7) days before such meeting. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the Member at the address as it appears on the records of the Corporation, with postage thereon prepaid. Any Member may waive notice of meeting.
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 ten (10) 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.
Section 8. Quorum.
A quorum for conducting a meeting of the Members shall be at least twenty (20) of the Members, but a smaller number may adjourn from time to time.
Section 9. Manner of Acting.
Each Member eligible to vote shall have one (1) vote. The act of a majority of the Members eligible to vote that are present at a meeting at which a quorum is present shall be the act of the Members unless the act of a greater number is required by law or 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, as amended from time to time, and all other powers conferred by these Bylaws.
Section 2. Number; Composition.
The Board shall consist of at least seven (7) members (individually referred to as “Director,” collectively referred to as the “Directors”). The Board shall consist of the Corporations’ five Officers (as defined below), UNH School of Law Liaison, Networking Committee Chair, Membership Committee Chair, Public Service Committee Chair, Programming Committee Chair, Public Relations Chair and at least two but no more than four Members at Large. To the extent possible, Members at Large shall be representatives from both the public and private sector with consideration given to geographic diversity around the state..
Section 3. Election.
Each Director shall serve for a two (2) year term and shall hold office until a successor shall have been duly elected and shall have qualified. Election of Directors shall be conducted either electronically by way of an electronic ballot e-mailed to the last known e-mail address of all of the Members eligible to vote or by mail by ballot being sent to all Members eligible to vote. The Secretary shall cause ballots to be e-mailed or mailed by May 1 of each election year. 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). A plurality of votes cast shall elect.
Section 4. Removal.
A Director may be removed from office (a) with or without cause by vote of a majority of the Members eligible to vote, or (b) for cause by vote of a 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 to the Corporation at its principal office or by electronic mail directed 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 May or as otherwise fixed by resolution of the Board. Such a meeting of the Board shall be held without notice. However, if a quorum of the Board is not present, or, if present, a meeting of the Board is not held immediately thereafter, Directors shall be called in the manner hereinafter provided with respect to the call of special meetings of the Board.
Section 7. Regular Meetings.
Regular meetings of the Board may be held at such times and places as shall from time to time be fixed by resolution of the Board, and no notice need be given of regular meetings held at the times and places so fixed, provided, however, that any resolution relating to the holding of regular meetings shall remain in force only until the next annual meeting of the Directors, or the special meeting held in lieu thereof, and that if at any meeting of the Board, at which a resolution is adopted fixing the times or place or places for any regular meetings, any Director is absent, no meeting shall be held pursuant to such resolution until either each such absent Director has in writing approved the resolution or seven (7) days have elapsed after a copy of the resolution has been e-mailed to each absent Director at the Director’s last known e-mail address or mailed, postage prepaid, addressed to each such absent Director at the Director’s last known home or business address.
Section 8. Special Meetings.
Special meetings of the Board may be called by the President, by the Secretary, or by any three 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. 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 or by e- mail or mail to each Director, not less than seven (7) days before the date of such meeting, by or at the direction of the President, or 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. 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. The business to be transacted at the meeting need be specified in the notice or waiver of notice of such meeting in accordance with applicable law or these Bylaws.
Section 10. Quorum.
A majority of the number of Directors then holding office and present in person 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.
Section 11. Manner of Acting.
The act of a majority of the Directors present at a meeting at which a quorum is present 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 all the Directors and filed with the records of the Board meetings. Such consent shall be treated as a vote of the Directors for all purposes.
Section 12. Vacancies.
The Board, by vote of a simple majority of all of the Directors then duly in office, shall fill any vacancy occurring on the Board for the balance of the unexpired term of any Director who does not complete the term for which that Director was then in office, and may fill any place on the Board that has been established by the Members pursuant to Article III, Section 2, but has not been filled by election by the Members.
Section 13. Director – Absence from Meeting.
Any Director who is absent without previously notifying the Secretary from two (2) consecutive meetings shall be deemed to have surrendered the office of Director.
Section 14. Director – 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 Board may, by vote of a majority of Directors then in office, establish such committees and subcommittees or other committee 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 by law, the Articles of Agreement or these Bylaws it is prohibited from delegating. 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 by these Bylaws for the Directors. The Board shall have the power to fill vacancies in, change the membership of, or disband, any such committee.
Section 16. Telephone Conference Meetings.
The Directors or the members of any committee may participate in a meeting of the Board or such committee by means of a conference by telephone 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 which the Board may determine warrant a resolution or position statement to be released to the public. The Board is authorized to adopt and release such resolutions or position statements on behalf of the Corporation, consistent with the scope of the Corporation’s mission statement and 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 Exhibit A.
ARTICLE IV: Officers
ARTICLE V: Powers of Officers
Section 1. 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 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 2. Vice President.
The Vice President shall carry out the duties of the President in the President’s absence and shall have such powers and perform such duties as may be delegated to the Vice President by the Board.
Section 3. 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. 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 have the custody of the corporate seal and of all the money, funds, valuable papers and documents 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 of its 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 be present at all meetings of the Board, and shall keep accurate records, in books or electronic records provided for that purpose, of the proceedings had at such meetings, which books or electronic records shall respectively 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. Past President.
Upon completion of the President’s term, the President shall assume the position of Past President and shall act in such capacity as a full voting member of the Board.
Article VI: Powers of Committee Chairs & Other Directors
Section 1. Membership Committee Chair.
The Membership Committee Chair shall be responsible for maintaining a current membership list and making such current membership list available to the Members electronically. The Membership Committee Chair shall be the Chairperson of and the Board liaison to the Membership Committee, unless otherwise determined by the Board. The Membership Committee Chair shall have such other duties and such other powers as the Board may from time to time designate.
Section 2. Programming Committee Chair.
The Programming Committee Chair shall be the Chairperson of and the Board liaison to the Program Committee. The Programming Committee Chair shall be responsible for supervising the efforts of the Programming Committee and implementing the Corporation’s programs. The Programming 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 networking events. The Networking Committee Chair shall have 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 events. The Public Service Committee Chair shall have such other powers as the Board may from time to time designate.
Section 5. Public Relations Chair.
The Public Relations Chair, shall be the Chairperson of and the Board liaison to the Public Relations Committee. The Public Relations Chair shall be responsible for supervising the efforts of the Public Relations Committee and promoting the goodwill between the Corporation and the public by collecting, preparing and distributing appropriate information to the public, especially, though not exclusively, through social media. The Public Relations Chair shall be responsible for ensuring that events of historical significance to the Corporation are properly recorded through appropriate equipment (e.g. photography, video, etc.) as is appropriate. The Public Relations Chair shall have such other powers as the Board may from time to time designate.
Section 6. UNH School of Law Liaison.
The UNH School of Law Liaison shall be the Board liaison to the University of New Hampshire School of Law. This position may not be held by a law student. The UNH School of Law Liaison shall be responsible for keeping the dialogue open between the Corporation and the UNH School of Law. The UNH School of Law Liaison shall have such other powers as the Board may from time to time designate.
Section 7. Member At Large.
A Member at Large must be actively practicing law in New Hampshire. The Member at Large shall be responsible for promoting the Corporation in that Member’s region, including assistance with events in that Member’s region, and in that Member’s sector, and encouraging those Members and Associate Members to attend the Corporation’s events. A Member at Large shall have such other powers as the Board may from time to time designate.
Section 8. Election and Term of Office.
a. Directors shall be elected as set forth in Article III, Section 3 above. 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.
b. The term of office for any officer shall be as set forth in Article III, Section 3.
Section 9. Vacancies.
A vacancy by any director, including officers, because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board by majority vote for the unexpired portion of the term.
Section 10. Compensation.
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 officers.
ARTICLE VII: Executive Committee
There shall be an Executive Committee of the Board of Directors consisting of the Officers of the Corporation.
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 and these Bylaws.
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 consult with appropriate representatives of that committee prior to taking action.
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 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 VIII: Amendments
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 Members eligible to vote.
ARTICLE IX: Contracts, Checks, Deposits and Funds
Section 1. Contracts.
All documents to be executed by the Corporation including deeds, mortgages, leases, promissory notes or other instruments except checks, 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 enter into contracts or execute and deliver any 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.
All checks issued by the Corporation shall be executed by the Treasurer or President or such other persons as the Board may designate. All checks over $5,000 shall be executed 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 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.
ARTICLE X: Books and Records
The Corporation shall keep correct and complete books and records of account and 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, shall cause an audit of the records of the Corporation to be made each year by a competent auditor.
ARTICLE XI: 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.
ARTICLE XII: Fiscal Year
The fiscal year of the Corporation shall begin on September 1 and end on August 31 in each year.
ARTICLE XIII: Seal
The Board may provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and the words “corporate seal.”
ARTICLE XIV: Non Discrimination
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, or gender identity and expression.
Adopted: April 27, 2018
EXHIBIT A: Conflict of Interest Policy