OF BHUTANESE COMMUNITY OF NEW HAMPSHIRE
NAME AND SEAL
The name of the Corporation is Bhutanese Community of New Hampshire abbreviated “BCNH” (hereinafter the “Corporation”), which shall remain independent of any organization. The Corporation shall be a non-profit corporation organized pursuant to New Hampshire Revised Statutes Annotated Chapter 292.
OBJECTIVES AND ACTIVITIES
The Corporation’s objectives shall be to preserve and promote the language, culture, and traditions of the Bhutanese community, and to help members of the Bhutanese community adapt to life in the United States. Activities of the Corporation shall include:
(a) establishing a Bhutanese Community Development Center; and
(b) assisting Bhutanese families in adapting to American life and culture, and promoting healthy living practices; and
(c) preserving the language and culture of Bhutanese people.
Section 1. Qualification
Any person, who accepts the objectives of the Corporation, as articulated by the Board, can become a Member by applying for membership to the Board and paying any fees established by the Board. A Member may withdraw at any time by giving written notice to the Board. Any Bhutanese resident of New Hampshire is a member of BCNH unless otherwise desired by the resident.
Section 2. Rights and Responsibilities
Members are expected to participate in the work of the Corporation and to support and contribute their time to its activities. The Board will provide them at least annually with a written report of operations and financial statements. Members are required to pay membership fees annually if applicable .Members only have authority over the Corporation through the Assembly.
Section 1. Composition
All Members in good standing constitute the Assembly.
Section 2. Meetings
The Assembly will meet regularly at least once per term for an annual/term meeting and may meet for such additional special meetings as required by the Board. Annual/term and special meetings of the Assembly shall be called by the Board or at the request of one-third (1/3) of the membership of the Assembly. Annual and Special meetings shall be held at such time and place as may be set forth in the notice thereof, provided that at least five (5) days advance notice (in writing or otherwise) of every meeting shall be given to each Member. Notices of annual/term and special meetings shall be sent to the electronic or conventional mail addresses shown on the records of the Corporation. Any Member may waive notice of an annual/term or special meeting by an instrument in writing filed with the records of the meeting or by attendance at the meeting without protest.
At all meetings of the Assembly, fifty (50) Members shall constitute a quorum for the transaction of business. The Assembly elects the members of the Board by majority vote; adopts any changes, including amendment or repeal as described in Article XII, to the Bylaws or the Articles of Agreement by a two-thirds (2/3) vote; receives and approves the annual budget of the Corporation by majority vote; and approves dissolution of the Corporation by majority vote, except as may be otherwise expressly required by the Corporation’s Articles of Agreement, these Bylaws, or Chapter 292 of the New Hampshire Revised Statutes Annotated.
Each vote described in this section refers to a majority or two-thirds (2/3) vote of the members present at the Assembly meeting, provided a quorum of fifty (50) member is present at the Assembly meeting. If a quorum is not present at any Assembly meeting, the Members present may adjourn the meeting from time to time, without notice other than announcement, until a quorum shall be present or available.
BOARD OF DIRECTORS
General The Board of Directors shall consist of not less than five (5) and not more than fifteen (15) Directors (the “Board”). The number of Directors shall be set and elected from time to time by the Assembly in a manner not inconsistent with the Corporation’s Articles of Agreement, these Bylaws, the Internal Revenue Code of 1986, as amended (hereinafter “the Code”) and Chapter 292 of the New Hampshire Revised Statutes Annotated. The composition of the Board must contain of at least two (2) Directors from each of the following Bhutanese communities: Concord, Laconia, and Manchester.
Control and Power Subject to the authority of the Assembly set forth in Article III and IV, The Board shall have the exclusive control and power to manage the activities, property and affairs of the Corporation and shall determine the manner in which the funds of the Corporation, both principal and income, shall be applied within the limitations of the Corporation’s Articles of Agreement, these Bylaws, the Code and Chapter 292 of the New Hampshire Revised Statutes Annotated.
Selection, Terms and Composition of Board of Directors
The Initial Directors shall be selected by the Corporation’s Incorporators. The Initial Directors shall serve until his/her successor has been elected and qualified during the annual/term meeting following incorporation. Thereafter, nominations shall be made by the Initial Directors or, if designated, a Nominating Committee, or by the Assembly for election by the Assembly.
The term of office for any Director elected by the Assembly shall be two (2) years, with the exception that the first Board elected by the Assembly shall be one-half (1/2) comprised of Directors elected to one (1) year terms and one-half (1/2) comprised of Directors elected to two (2) year terms. The effect of electing one-half (1/2) of the Board to one (1) year terms and the other one-half (1/2) to two (2) year terms is that the Board, and each successive Board, will be staggered such that one-half (1/2) of the members of the Board will be replaced each year/term by vote of the Assembly as described in Article III and IV.
Each Director may serve a maximum of three (3) consecutive terms in office. After three (3) terms in office, a Director must not serve on the Board for a minimum of one (1) year before he/she is permitted to rejoin the Board.
If a Director is appointed or elected to fill a vacancy, in accordance with Section 8 of Article V of these Bylaws, the Director shall hold office for the balance of the term of the Director whom he/she replaced.
Section 4. Meetings
The annual/term meeting of the Board shall be held at such place, date and time as determined by the Board in the month of May/June. Regular and special meetings of the Board, or any committee thereof, shall be called by the Chairperson/Board Chair or at the request of two-thirds (2/3) of the membership of the Board. Special meetings shall be held at such time and place as may be set forth in the notice thereof, provided that at least five (5) days advance notice (in writing or otherwise) of every meeting shall be given to each Director. Such notices shall be sent to the electronic or conventional mail addresses shown on the records of the Corporation. Any Director may waive notice of a special meeting by an instrument in writing filed with the records of the meeting or attendance at the meeting without protest.
At all meetings of the Board, a majority of the Directors shall constitute a quorum for the transaction of business, and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise expressly required by the Corporation’s Articles of Agreement, these Bylaws or Chapter 292 of the New Hampshire Revised Statutes Annotated. If a quorum is not present at any meeting of the Board, the Directors present may adjourn the meeting from time to time, without notice other than announcement, until a quorum shall be present or available.
Section 5. Committees
The Board may designate one (1) or more standing committees, by a resolution(s) passed by a majority of the Board. Such committee(s) shall consist of two (2) or more Directors and shall have such powers and duties as the Board deems desirable. The members of such committee(s) shall consist of such other persons as the Chairperson/Board Chair shall appoint who need not be Directors. A majority of the members of any committee, standing or temporary, shall constitute a quorum and the affirmative vote of a majority of such quorum shall be sufficient to conduct any business or pass any measure.
The initial standing committees shall include: Executive Committee comprised of all the Officers
Section 6. Removal
Any Director may be removed with or without cause at a meeting of the Board duly called for such purpose by a two-thirds (2/3) majority vote of the disinterested members of the Board.
Any Director may resign at any time by giving written notice to the Chairperson or the Secretary. Any such notice shall take effect as of the date of the receipt of such notice or at any later time specified therein. The acceptance of such resignation shall not be condition precedent necessary to its effectiveness.
Section 8. Vacancies
If the office of any Director shall become vacant by reason of death, resignation, disability, retirement, disqualification, removal from office, or for other cause, the remaining members of the Board, even if less than a quorum, may elect a successor for the unexpired term of each such Director.
Section 9. Compensation; Reimbursement
No Director shall receive any compensation for his or her services in such capacity, but any person may be reimbursed by the Corporation for his or her reasonable out-of-pocket expenses and disbursements on behalf of the Corporation. No paid employee of the Corporation shall serve as Chairperson or presiding officer of the Board.
Section 10. Informal Action by Directors
Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a consent or consents in writing and setting forth the action so taken is signed by all of the members of the Board entitled to vote thereon. Such written consent or consents shall be filed with the Corporation’s other permanent records.
Section 11. Telephonic Meetings
A Director may participate in a meeting of the Board by means of a conference telephone or similar communications equipment enabling all Directors participating in the meeting to hear one another. Participation in a meeting pursuant to this section shall be equivalent to presence in person at such meeting.
Section 1. General
The Corporation shall have as executive officers a Chairperson/Board Chair, Secretary, Treasurer, and Executive Director, each of whom shall be appointed by the Board.
Section 2. Other Offices
The Board may, in its discretion, create from time to time, such other offices it deems necessary and advisable for the carrying on of the activities of the Corporation.
Section 3. Powers and Duties
The officers shall have the respective powers and duties which customarily appertain to or are incidental to their respective offices, including but not limited to those set forth hereinafter, and, in addition, such powers as the Board may from time to time designate and confer.
Section 4. Chairperson/Board Chair:
The Chairperson/Board Chair shall be elected by the Board and shall preside at meetings of the Board and perform such other duties as the Board may prescribe. The Chairperson shall guide the organization in development of the community generally. The Chairperson shall serve for two (2) terms, however, nothing herein shall be construed to limit the Board’s right to reappoint the Chairperson. The Chairperson may not be an employee of BCNH.
Section 5. Executive Director
The Executive Director shall be elected/recruited by the Board and shall serve as the chief executive officer of the Corporation. The Executive Director shall not be a member of the Board, but may attend Board meetings to observe. The Executive Director shall have all powers as may be reasonably construed as belonging to the chief executive of a nonprofit corporation. The Executive Director shall serve at will unless otherwise determined by the Board. The Executive Director may be compensated for services performed.
Section 6. Deputy Directors
One or more Deputy Directors may oversee the three Bhutanese communities: Concord, Laconia, and Manchester and shall be recruited by the Executive Director. The Deputy Directors will serve as assistants to the Executive Director for each community in which they operate. The Deputy Directors shall have all powers as may be reasonably construed as belonging to a vice president of a nonprofit corporation. In the event of the Executive Director’s permanent absence or incapacitation, the Deputy Directors shall perform the role of Executive Director until the Board is able to fill the position. In such circumstances the Deputy Directors will make decisions by majority vote. The Deputy Directors need not be members of the Board and shall serve at will unless otherwise determined by the Board.
Section 7. Secretary
The Secretary shall be elected by the Board and shall keep the minutes and records of the Corporation in the appropriate books, see that all notices are given in accordance with these Bylaws or as provided by law, keep the seal of the Corporation and affix same to corporate documents, and in general, perform all duties incidental to the office of Secretary and such other duties as may be assigned by the Chairperson or the Board. The Secretary need not be a member of the Board and shall serve for two (2) years, however, nothing herein shall be construed to limit the Board’s right to reappoint the Secretary.
Section 8. Treasurer
The Treasurer shall be elected by the Board and shall be the chief financial officer of the Corporation. The Treasurer shall keep correct and complete records of account accurately showing at all times the financial condition of the Corporation. Subject to the direction of the Board, the Treasurer shall be the legal custodian of all monies, notes, securities and other valuables that may from time to time come into the possession of the Corporation. The Treasurer shall promptly deposit in the name of the Corporation all funds of the Corporation coming into the Treasurer’s hands in the depository or depositories as may be designated by the Board. The Board may designate one or more representatives to perform the bookkeeping, custodial and depository functions of the Treasurer. The Treasurer need not be a member of the Board and shall serve for two (2) years, however, nothing herein shall be construed to limit the Board’s right to reappoint the Treasurer.
Section 9. Executive Committee
The Executive Committee shall be composed of all of the Officers described in this Article VI. The Committee shall meet and make decisions by majority vote as required by the Board.
Section 10. Removal
Any officer may be removed with or without cause, from such office by a two-thirds (2/3) vote of the majority of the disinterested members of the Board at a meeting of the Board called for such purpose.
Section 11. Resignation
Any officer may resign at any time by giving written notice to the Board or to the Chairperson or the Secretary of the Corporation. Any such notice shall take effect as of the date of the receipt of such notice or at any later time specified therein. The acceptance of such resignation shall not be a condition precedent necessary to its effectiveness.
Section 12. Vacancies
In the event of resignation, retirement, disqualification, death, disability or removal from office, for any reason whatsoever, of any officer of the Corporation, the vacancy so created shall be filled by the Board.
AGENTS AND REPRESENTATIVES
Section 1. Appointment
The Board of Directors may appoint such agents and representatives of the corporation with such power, and to perform such acts or duties on behalf of the corporation, as the Board of Directors may see fit, so far as may be consistent with these By-laws, to the extent authorized or permitted by law. The Board may delegate to the Executive Director the authority to appoint specific agents and representatives.
Section 2. Compensation
The Board shall set the compensation of the Executive Director. No officer, Director, agent or employee of the Corporation shall at any time receive or be entitled to receive any compensation or any pecuniary profit from the operations of the Corporation, except as to reasonable compensation for services actually rendered to or on behalf of the Corporation.
Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provisions for the payment of all liabilities of the Corporation, distribute all assets of the Corporation to or for the benefit of such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at any time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code as the Board of Directors shall determine. Any of such assets not so disposed of shall be disposed of by the Superior Court of the County in which the principal office of the Corporation is then located exclusively for such purposes or to such organization or organizations as said court shall determine which are organized and operated for such purposes.
CONFLICTS OF INTEREST
Section 1. Pecuniary
Benefit Transaction Any possible conflict of interest (including any pecuniary benefit transaction, as defined in NH RSA 7:19-a) or any transaction entered into by the Corporation that a director or officer of the Corporation has a financial interest in, directly or indirectly (a “Pecuniary Benefit Transaction”) shall be disclosed in writing to the Board. A Pecuniary Benefit Transaction shall be prohibited unless it meets all of the following conditions:
A. The transaction is in the best interest of the Corporation;
B. The transaction is for goods and services or benefits purchased by the Corporation in the ordinary course of the business;
C. The goods and services or benefits are purchased for the actual or reasonable value of such goods and services or benefits or for a discounted value;
D. The transaction is fair to the Corporation;
E. The transaction is approved by a two-thirds (2/3) majority of the Board of Directors of the Corporation or authorized Executive Director to do so subject to the following requirements:
1. After full and fair disclosure of all material facts of the transaction to the Board;
2. After full discussion of the transaction by the Board at a meeting of the Board that has been properly noticed;
3. The required approval was obtained without participation, voting, or the presence of any officer or Director with a Financial Interest (as defined in NH RSA 7:19-a) in the transaction, or who has had a Pecuniary Benefit Transaction with the Corporation in the same fiscal year, except to the extent that the Board may request the presence of such person in order to answer questions regarding the proposed transaction; and
4. A record of the action on the matter is made and recorded in the minutes of the Board. The minutes of the meeting shall reflect that a disclosure was made; that the interested officer or Director and all other officers and Directors with a Pecuniary Benefit Transaction with the Corporation during the fiscal year were absent during both the discussion and the voting on the transaction; and the results of the vote itself.
F. If the transaction, or the aggregate of transactions with the same Director or officer within one fiscal year, is in the amount of $5,000.00 or more, the Corporation will publish notice thereof in a newspaper of general circulation in the community in which the Corporation’s principal New Hampshire office is located and will give written notice of the proposed transaction to the New Hampshire Director of Charitable Trusts before consummating the proposed transaction. At a minimum, such notice will state:
1. That it is given in compliance with NH RSA 7:19-a and shall include the name of the Corporation;
2. The name of any officer or Director included in the Pecuniary Benefit Transaction;
3. The nature of the transaction; and
4. The specific dollar amount of the transaction.
G. The Corporation will maintain a list disclosing each and every Pecuniary Benefit Transaction, including the names of those to whom the benefit accrued, and the amount of the benefit, and will keep such list available for inspection by the Board and contributors to the Corporation. Said list will also be reported to the New Hampshire Director of Charitable Trusts each year to the extent required under NH RSA 7:28.
H. Every officer or Director, or member of the immediate family of such officer or Director, who engages in a Pecuniary Benefit Transaction with the Corporation, shall provide copies of all contracts, payment records, vouchers, and other financial records or other financial documents as may be requested by of the New Hampshire Director of Charitable Trusts in accordance with NH RSA 7:24.
I. The Corporation shall not lend money or property to any officers or Directors of the Corporation. Any officer or Director who assents to or participates in the making of any such loan shall be jointly and severally liable to the Corporation for the amount of such loan until it is repaid.
J. The Corporation shall not sell, lease for a term of greater than five (5) years, purchase, or convey any real estate or interest in real estate to or from an officer or Director of the Corporation without the prior approval of a New Hampshire Probate Court after a finding that the sale or lease is fair to the Corporation. However, this paragraph shall not apply to a bona fide gift of an interest in real estate to the Corporation by an officer or Director of the Corporation.
K. A Pecuniary Benefit Transaction undertaken in violation of this section is voidable by the Corporation.
Section 2. Notice and Agreement
Every new officer and Director of the Corporation shall be advised of the terms of this Pecuniary Benefit Transaction provision upon assuming the duties of his or her office, and shall sign a statement acknowledging his or her understanding of and assent to the terms set forth in this Article IX, Section 1.
Section 1. Signatories
All checks, drafts and other instruments for the payment of money and all instruments of transfer of securities shall be signed in the name and on behalf of the Corporation by the Chairperson, Executive Director, and/or Treasurer, unless the Board authorizes such other officers or persons as signatories. All instruments of transfer of personal or real property and all contracts and agreements over $1,000 shall be signed by at least two (2) of the officers or agents of the Corporation authorized as signatories. Any contract or agreement under $1,000 may be signed by one (1) such authorized officer or agent.
Section 2. Fiscal Year
The fiscal year of the Corporation shall end on the last day of December in each year unless otherwise determined by the Board.
Section 3. Personal Liability
The 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 such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the Corporation.
Section 4. Indemnification
A. Except as provided in subsection C, the Corporation may indemnify an individual made a party to a proceeding because he or she is or was a director, against liability incurred in the proceeding if:
1. he conducted himself in good faith; and
2. he reasonably believed:
(i) in the case of conduct in his official capacity with the Corporation, that his conduct was in its best interests; and
(ii) in all other cases, that his conduct was at least not opposed to its best interests; and
3. in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful.
B. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the Director did not meet the standard of conduct described in this section.
C. The Corporation may not indemnify a Director under this section:
1. in connection with a proceeding by or in the right of the Corporation in which the Director was adjudged liable to the Corporation; or
2. in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him.
D. Indemnification permitted under this section in connection with a proceeding by or in the right of the Corporation is limited to reasonable expenses incurred in connection with the proceeding.
Notwithstanding any other provision of these by-laws, no member, director, officer, employee, or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an organization exempt under Section 501(c) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.
Notwithstanding any other provisions of the Articles of Agreement or these Bylaws, the Corporation is organized exclusively for one or more of the following purposes: charitable purposes as specified in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
No substantial part of the activities of the Corporation shall be carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Internal Revenue Code Section 501(h)), or participating in, or intervening in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office.
These Bylaws of the Corporation may be amended or repealed at any meeting of the Assembly by a two-thirds (2/3) majority vote of the Assembly; provided, however, that written notice of the proposed change shall be specified in the notice of the meeting, and provided further that no such action shall be taken, or, if taken, shall be a valid act of the Corporation, if that action would in any way adversely affect the Corporation’s qualification under Section 501(c)(3) of the Code.