THE NEW HAMPSHIRE AQUARIUM SOCIETY
The name of the Society shall be known as The New Hampshire Aquarium Society and established as a non-profit organization; Founded on the 31st day of December, 1989 and incorporated in the state of New Hampshire on the 21st day of July, 1997 : Here-in after called "NHAS".
Purpose: The purpose of the "NHAS" shall be to promote and share the knowledge of freshwater and marine life systems in the interest of the preservation of these species. Notwithstanding any other provisions of these articles, the organization is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code of 1986, and shall not carry on any activities not permitted to be carried on by any organization exempt from Federal income tax under IRC 501(c)(3) or corresponding provisions of any subsequent tax laws. No part of the net earnings of the organization shall insure to the benefit of any member, trustee, director, officer of the organization, or any private individual (except that reasonable compensation may be paid for services rendered to or for the organization), and no member, trustee, director, officer of the organization or any private individual shall be entitled to share in the distribution of any of the organization's assets on dissolution of the organization. No substantial part of the activities of the organization shall be carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by IRC 501(h)) or participating in, or intervening in (including the publication or distribution of statements), any political campaign on behalf of or in opposition to any candidates for public office.
Membership: Membership is open to any person who is interested or involved in the hobby of freshwater or marine life forms (Ichthyology).
Dissolution: In the event of dissolution, all of the remaining assets and property of the organization shall after payment of necessary expenses thereof be distributed to such organizations as shall qualify under section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent Federal tax laws, or to the Federal government or State or local government for a public purpose, subject to the approval of a Justice of the Supreme Court of the State of New Hampshire. Selection of said organization(s) shall be made by the "NHAS" Board of Directors, subject to the "NHAS" membership's approval at the Society's second to last meeting. The proper and successful disposition of said assets and property will be reported to the general membership at it's final meeting.
Address: The address of the Society for the purpose of mailings, billings, renewals and advertisements is:
New Hampshire Aquarium Society P.O. Box 32 Rollinsford, NH 03869-0032
Stock, Shares or Membership Certificates: The amount of capital stock, shares or membership certificates are nonexistent (none). In any taxable year in which the organization is a private foundation as described in IRC 509(a), the organization shall distribute its income for said period at such time and manner as not to subject it to tax under IRC 4942, and the organization shall not (a) engage in any act of self-dealing as defined in IRC 4941(d), (b) retain any excess business holdings as defined in IRC 4943(c), (c) make any investments in such manner as to subject the organization to tax under IRC 4944, or (d) make any taxable expenditures as defined in IRC 4945(d) or corresponding provisions of any subsequent Federal tax laws.
Liability: No Officer, Editor, Program Coordinator, Director at Large or member shall be held personally liable for any bills or obligations of the "NHAS", past or present, except for payment of their own dues.
Officers and Directors: The Officers of the "NHAS" shall be a President, Vice-President, Secretary and Treasurer. The Officers, Editor, immediate Past President, Program Coordinator and four Directors at Large shall constitute the Board of Directors(B.O.D.).
Meetings: Meetings of the general membership and the Board of Directors shall be held monthly when practicable. The time and location shall be determined by the Board of Directors and due notification given to the membership. A two-thirds majority of the current Board membership shall be present for any voting to take place at a Board of Directors meeting.
Committees: Committees shall be formed or dissolved by the Board of Directors. The committees can consist of Board members and voluntary general members. The number of people on a committee is to be determined by the Board of Directors. The Board of Directors shall vote on a person(s) to chair such committees, said chairperson(s) will provide either in person or in writing the status of that committee's progress at each general meeting until that committee has completed it's purpose or been dissolved by the Board of Directors.
Amendments: This constitution may be amended or added to by a two-thirds vote of all active members in attendance at a regular membership meeting. Any member can propose an amendment to the "NHAS" constitution. The proposal shall be in writing to the Board of Directors. If the Board determines it to be a worthy proposal, it shall be brought up to the general membership to be voted upon. The Board shall notify the general membership one month in advance of any vote to be taken. The constitution shall be reviewed annually by the Board of Directors at the April meeting of the Board.
THE NEW HAMPSHIRE AQUARIUM SOCIETY
Meetings: Roberts Rules of Order shall govern the parliamentary proceedings of the "NHAS" meetings unless otherwise provided for in these by-laws. The normal order of business shall be;
Members and Dues:
A change in the annual MEMBERSHIP dues shall be proposed and published in the monthly newsletter, The Granite-Fisher by the Board of Directors. The proposal shall be brought up as New Business and voted upon at the next general meeting, requiring acceptance of the proposed changed dues by a two-thirds vote of all active members in attendance at said meeting. Members whose dues are not paid in full as per policy set by the Board shall no longer be considered active members. Only active members shall be entitled to a vote in "NHAS" affairs. A Single membership shall be entitled to only one vote and a Family membership shall be entitled to two (2) votes. Each member is entitled to one (1) vote.
Only active members of the " NHAS "shall be allowed to vote at elections. Elections of Officers and Directors at Large will be held on the first regular general membership meeting in January of each year or in case of inclement weather, the next general meeting. A nominating committee will submit a list of nominees for elective offices at the December meeting prior to the election and be published in the January newsletter. Nominations will be accepted from the floor at the annual elections. The general membership shall elect the following officers; President, Vice-President, Secretary, Treasurer, and four Directors at Large. The Board of Directors shall appoint the Editor and the Program Coordinator. Voting shall be by secret ballot for each office where there is more than one candidate, otherwise a voice vote can be taken. Officers shall be elected by a majority vote of the members present. In the case of a tie vote, a runoff vote shall be taken. All offices are to be for a period of one year. No person shall be nominated or elected to any Society office without that person's full consent. Should the office of President, Vice-President, Secretary or Treasurer be vacated during the term of office, a member of the Board of Directors shall occupy the vacated post for the remainder of the term. Should a Director at Large vacancy occur, a new Director at Large shall be elected at the next general membership meeting for the remainder of the vacated term.
Duties of Officers, Editor and Directors at Large:
The following activities are on-going and membership participation is encouraged.
These by-laws may be amended or added to by a two-thirds vote of all active members at a regular membership meeting. Any member can propose an amendment to the " NHAS " by-laws. The proposal shall be in writing to the B.O.D. If the Board determines it to be a worthy proposal it shall be brought to the general membership to be voted upon.If, for whatever reason, the board finds the proposal to be unworthy, the member can, if they wish, bring the proposal to the general membership at a regular monthly meeting. At this time the membership can vote by a simple majority to consider the amendment. If consideration is approved the process will continue as if approved by the board The Board shall notify the membership one month in advance of any vote to be taken. These by-laws are to be reviewed annually by the B.O.D. at the April meeting of the Board.
ADOPTED - December 13, 1995, Revised 4/9/97, Revised 9/8/99, Revised 6/13/01,
Revised 12/12/01, Revised 6/11/03, Revised 2/8/06, Revised 6/14/06, Revised 3/11/09, Revised 11/12/09, Revised 06/09/2010 Revised 06/14/2017.
SIGNATURES AND TITLE
NOTE: ANY AMENDMENT TO THESE ARTICLES OF AGREEMENT MUST BE RECORDED BY CERTIFIED COPY IN THE OFFICE OF THE CLERK OF THE TOWN OR CITY IN WHICH THE BUSINESS OF CORPORATION WILL BE CARRIED OUT AND ALSO WITH THE OFFICE OF SECRETARY OF STATE. PURSUANT TO NEW HAMPSHIRE LAWS R.S.A. 292.5 AND R.S.A. 292.7.