In June of 2014, the membership of the PLIA voted to adopt new Bylaws and elect a Board of Directors as the organization renewed its State charter and became a nonprofit corporation. The following year at its Annual Meeting, the membership voted to amend the Bylaws in order to qualify as a tax-exempt charitable corporation under IRS laws and regulations. By the fall of 2015, the PLIA was granted the status of a 501(c)(3) nonprofit corporation, as a result of which, all contributions to the organization are now deductible from income for federal tax purposes.
Below are the current Bylaws of the PLIA:
Bylaws of The Pawtuckaway Lake Improvement Association
As Amended May 20, 2017
Article I: Name
The Name of this Corporation shall be “The Pawtuckaway Lake Improvement Association” hereinafter referred as the PLIA.
Article II: Purpose
The purpose of the PLIA is:
To monitor and act upon environmental and safety issues that affect Pawtuckaway Lake.
- To educate the public on the conservation of, protection of, and improvement of: water quality, natural shoreline, wildlife habitat, recreational resources, safety, and natural resources as they pertain to the welfare and interest of Pawtuckaway Lake.
- To collaborate with conservation commissions, planning Boards, state and federal entities, land trusts and other conservation organizations working to conserve or protect natural resources that have an impact on the Lamprey River watershed that includes Pawtuckaway Lake.
Article III: Membership
- Membership shall be limited to persons having a vested interest in the Pawtuckaway Lake Watershed and who are sincerely and unselfishly interested in the association’s objectives and who are current in all dues assessed by the association.
- Membership shall not be restricted to anyone based upon race, age, gender, religion, sexual orientation, or ethnic origin.
- A person, or family, is eligible to become a member by paying the applicable annual dues. The membership term will extend from January 1 to December 31. Dues will be set by the Board annually.
- Membership Renewals – Existing Members remain in good standing if their dues are paid by July 1st of the calendar year of membership.
- Honorary memberships may be granted by the Board, or by vote of the members, to any individuals considered to be sincerely and unselfishly interested in the purpose of the PLIA. Honorary members are not subject to dues, and membership expires at the direction of the Board or by vote of the members.
- A member is deemed to be in good standing upon payment of dues.
- All members in good standing are eligible to vote. Family memberships are limited to no more than 2 votes.
Article IV: Authority
- The membership has the ultimate authority in this organization. The membership shall make all significant decisions including those affecting internal policy, public policy, and fiscal matters, except as otherwise designated pursuant to these Bylaws.
- The membership grants to the Board of Directors full authority as its duly elected representative Board to manage and direct the property, affairs, and operations of the organization.
- The following matters are reserved to the membership:
- A quorum of the Board of Directors may propose that the Articles of incorporation or these Bylaws be altered, amended, or repealed, and new bylaws adopted. However, any such change must be approved by a quorum of the membership.
- Policy decisions that change the mission of the organization may only be made by a quorum of the membership.
- Changing any criteria for membership shall be approved by a quorum of the membership.
Article V: Board of Directors
- The management of the property, affairs, and operations of the PLIA shall be vested in the Board of Directors. Members of the Board of Directors must be members of the PLIA in good standing. The Board of Directors consists of at least five (5) but not more than eleven (11) members that cannot be from the same immediate family by blood or marriage.
- The Board of Directors shall be nominated by a nomination committee consisting of three (3) members in good standing. Nominations will be accepted by the nomination committee by members in good standing two (2) weeks prior to the annual meeting. Nominations will be accepted at the annual meeting if the slate is not filled by the nominating committee. The Board of Directors shall be elected to a two year term by the majority vote of members present at the annual meeting or any special membership meeting called pursuant to article XII. The initial term of one half the Board shall be one year, subsequent to the initial term all Board members shall be two years.
- The Board of Directors may and shall if the number of Board members falls below the minimum number, by majority vote of those remaining, appoint a replacement Board member for any Board member whose seat on the Board of Directors becomes vacant before their term of office is completed.
Directors may be removed by a two-thirds (2/3) majority vote of the members present in good standing present at a special meeting called pursuant to article XII.
Article VI: Powers and Limitations of the Board of Directors
- The activities and affairs of the PLIA shall be conducted, and all corporate powers shall be exercised, by or under the direction of the Board of Directors in a manner consistent with the above purposes and subject to the provisions of the laws of New Hampshire and any limitations, within the Articles of Incorporation and these Bylaws, relating to an action required or permitted to be taken or approved by the membership of the PLIA.
- The Board of Directors shall have the powers to make contracts of any kind.
- All dues, gifts, bequests, grants, net earnings, revenue and assets of the PLIA shall be used only to further the purposes of and benefit of the PLIA.
- No substantial part of the activities of the PLIA shall be the carrying on of lobbying, or otherwise attempting to influence legislation, and the PLIA shall not participate in, or intervene in (including publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
- No member of the Board of Directors shall be compensated except for necessary expenses on behalf of the PLIA and approved by the Treasurer.
- Pursuant to RSA 508:16 of NH RSA, no Director shall be liable for bodily injury, personal injury, or property damage if the claim for such damages arises from an act committed in good faith and without willful and wanton negligence in the course of an activity carried on to accomplish the purposes of the PLIA. The Directors shall not be liable to the Corporation or to its members for monetary damages for breach of their fiduciary duties to the full extent permitted by NH RSA Chapter 292.7. The Board of Directors shall determine the manner in which the funds of the PLIA, both principal and income, shall be applied within the limits of the Articles of Incorporation, these Bylaws, the Internal Revenue Code, and Chapter 292 of the NH Revised Statutes Annotated.
Article VII: Duties of the Board of Directors
- It shall be the duty of the Board of Directors to promote and advance the purposes for which the PLIA is established and to carry out the policies in furtherance thereof as from time to time shall be approved by the members.
- The Board of Directors shall be responsible for the prudent management of the PLIA, including the collection of dues, maintenance of accurate financial records and informing members of PLIA activities.
- The Board of Directors may engage and fix compensation of employees, consultants, attorneys and contractors whose services are required by the PLIA.
- The Board of Directors shall be responsible for filing of all documents, reports, and returns necessary to maintain the PLIA’s existing status with state authorities or other governmental entities.
- The Board of Directors shall ensure that there are procedures in place for providing public access to and complying with requests for disclosure of records of the organization.
- The Board of Directors shall have the authority to seek the resignation of any Director who repeatedly fails to regularly attend meetings of the Board or participate in the decision-making or other work of the Board.
- The Board of Directors may designate ad hoc committees as needed or appoint representatives for certain tasks, by resolution passed by a majority of the Board. Such committees may include Directors and members of the organization. Committees shall have powers and duties as the Board deems desirable.
- Committees report to the Board of Directors; the Board in turn reports to the membership. Any committee may develop subcommittees or appoint representatives for specific tasks for matters that come under the purview of that committee.
Article VIII: Officers
- The officers of the PLIA shall be: President, Vice President, Secretary, and Treasurer.
- All officers shall be members of the Board of Directors.
- A Board member may hold multiple offices, except that no Board member may hold the offices of President and Vice President.
- The officers shall be elected by the Board of Directors.
- Term of office shall be until the end of the next annual meeting.
- An officer may be removed from office by a quorum vote of the full Board of Directors.
Any officer may resign at any time by giving written notice to the Board or to the President or the Secretary of the Board. Any such notice shall take effect as of the date of the receipt of such notice or at any later time specified. The acceptance of such resignation shall not be a condition precedent necessary to its effectiveness.
Article IX: Conflict of Interest Policy
- The purpose of the conflict of interest policy is to protect the Organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or Director of the organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit or charitable organizations. The Board will comply with all requirements of New Hampshire law in this area, and the New Hampshire requirements are incorporated into and made a part of this Policy statement.
- Any Director, principal, officer, or member of a committee with governing Board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
- A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
- An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
- A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
- A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Article IX Section 3, a person who has a financial interest may have a conflict of interest only if the appropriate governing Board or committee decides that a conflict of interest exists.
- Any actual or possible conflict of interest on the part of any interested person shall be disclosed in writing to the Board and the interested person shall be given the opportunity to disclose all material facts to the Directors and members of committees with governing Board delegated powers considering the proposed transaction or arrangement.
- After disclosure of the financial interest and all material facts, and after any discussion with the interested person, s/he shall leave the governing Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or committee members shall decide if a conflict of interest exists.
- The President of the Board shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement
- After exercising due diligence, the governing Board or committee shall determine whether the organization can obtain with reasonable efforts a more advantageous transaction or arrangement form a person or entity that would not give rise to a conflict of interest. If such is not reasonably possible, the governing Board or committee shall determine by a majority vote of the disinterested Directors whether the transaction or arrangement is in the organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
- If the governing body or committee has reasonable cause to believe that a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the members’ response and after making further investigation as warranted by the circumstances, the governing Board or committee determines that the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
- The minutes of the governing Board and all committees with Board delegated powers shall contain the names of the persons who disclosed or were otherwise found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing Board’s or committee’s decision as to whether a conflict of interest in fact existed. The minutes shall also contain the names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
- Each Director, principal officer, and member of a committee with governing Board delegated powers shall annually sign a statement which affirms that such person has received a copy of the Conflicts of Interest Policy, has read and understands the Policy, has agreed to comply with the Policy, and understands the organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Article X: Duties of Officers
Duties of the President:
- Preside at all Annual Meetings, Board of Directors meetings, and Special meetings.
- Conduct the order of business.
- Act as a member ex-officio of all committees of the PLIA.
- Exercise check signing authority.
Duties of the Vice-President:
- Act on behalf of the president in his or her absence.
- Exercise check signing authority.
Duties of the Secretary:
- Record the minutes of all Annual, Board of Director and Special meetings and assure their proper distribution.
- Carry on all correspondence as directed by the President.
- Maintain records of the PLIA in an orderly fashion.
- Maintain a current list of all PLIA members in good standing.
Duties of the Treasurer:
- Maintain all financial accounts of the association in an orderly fashion.
- Provide a report of the balances of all accounts at all Board of Directors meetings and Annual meetings, or when called to do so by the president.
- Submit for approval an annual budget to the Board of Directors.
- Prepare all tax and governmental filings to remain in compliance with the appropriate laws and regulations.
- Exercise check signing authority
Article XI: Meetings of the Board of Directors
- Meetings of the Board of Directors shall convene at least quarterly at the discretion of the President or the majority of the remaining Board.
- The presence of a majority of the full Board shall constitute a quorum.
- If both the President and the Vice-President are absent, or need to be chosen, then a presiding Director shall be chosen to run the meeting by a majority of the quorum of those Board of Directors attending.
- Every act or decision done or made by a majority vote of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless Articles of Incorporation, these bylaws, or a provision of the law requires a greater percentage or different voting rules for approval of a matter by the Board.
- Any member of the PLIA in good standing may attend any meeting of the Board of Directors. A non-member of the Board of Directors may be allowed to participate in Board meetings at the discretion of the presiding Director. Non-Board members will not be allowed to vote at the Board meetings.
- Directors may participate in meetings by means of conference telephone or similar communications equipment designed to allow all persons to hear each other.
- Actions of the Board that are permitted at a meeting may be taken by the Directors telephonically or electronically without a meeting provided that consents to same are signed by all Directors and filed with corporate records. Electronic consents are considered written consents for the purposes of this section.
Article XII: Meetings of the Membership
- A meeting of the membership shall be held on an annual basis on the second Saturday in June unless otherwise announced by the President, at a time and location to be determined by the Board of Directors. Such a meeting shall be for the purposes of electing members to the Board of Directors and for the transaction of such other business as may come before the membership.
- Any member in good standing may participate in the annual meeting, and shall have one vote on each and every issue submitted to the meeting for a vote.
- A quorum. Defined as at least 8 members of the organization, 5 of whom must not be members of the Board of Directors, must be present at meetings where significant decisions are needed.
- Matters submitted to the meeting for a vote shall be governed by article XVII unless a different majority vote is called for by other provision of these Bylaws, the articles of incorporation or state law.
- Any member in good standing may introduce questions, problems, disputes or topics for discussion.
- Issues that require votes of the general membership normally shall be voted at the annual meeting.
- A Special membership meeting may be called by either a majority vote of the full Board of Directors or a petition signed by ten (10) percent of the members in good standing and presented to a member of the Board of Directors. If a special membership meeting is called by petition, then it shall be scheduled within thirty (30) days of petition being presented.
- Notice of the annual meeting shall be sent to the members in good standing at least fifteen (15) days before such meetings at which votes shall be taken. Notice of a Special meeting shall be as determined by the Board of Directors.
Article XIII: Dissolution
Upon dissolution or winding-up of the affairs of the PLIA, any assets remaining after payment of all obligations shall be given to the following group with the stipulation that it be used for the purpose of preserving and protecting Pawtuckaway Lake:
New Hampshire Lakes Association, Inc.
14 Horse Shoe Pond Lane
Concord, NH 03301
Should the above named organization be ineligible to receive the assets of the PLIA at the time of dissolution, the membership shall choose another organization whose purpose and mission statement most closely reflects the purposes for which the PLIA was established. Should no organization be chosen, then the assets shall be distributed to the Town of Nottingham for a public purpose which reflects as closely as possible the purposes for which the PLIA was established.
Article XIV: Period of Duration and Fiscal Year
The period of duration of the PLIA will be perpetual. The fiscal year of the PLIA shall be from June 1st to May 31st.
Article XV: Amendments
These Bylaws may be amended at the Annual meeting or by a special meeting designated for this purpose by a two-thirds (2/3) majority vote of the members in good standing attending.
Article XVI: Notice
Notice shall be deemed given when deposited in the United States mail addressed to the member at the address recorded in the books of the PLIA.
Article XVII: Parliamentary Authority
The decision making process of the PLIA Membership, Board of Directors, or any committees or subcommittees thereof, will be made through the process of building consensus – the consent or agreement of the voting members present with the resolution under consideration. This does not mean that all members present have to agree entirely and unanimously with each decision; but that every person has had the opportunity to be heard and the decision, or resolution, is one that each voting member present can ultimately accept and support. In the event that consensus cannot be reached and the group is at an impasse, then Robert’s Rules of Order can be invoked, the question called, and the vote of a simple majority (or other majority as defined in the Bylaws) can decide the question. The decision to vote by majority should not be made lightly, as the potential rewards (e.g. transparency and empowerment) of consensus based decision making are worth the time and effort necessary to produce positive outcomes.
Article XVIII: Construction and Terms
- If there is a conflict between the provisions of these Bylaws and the Articles of Incorporation of the PLIA, the provisions of the Articles of Incorporation shall govern.
- Should any provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.