NHAA Bylaws

ARTICLE I. Name, Mission Statement and Organization

Section 1. NAME

The name of this organization is the New Hampshire Art Association, Inc. (NHAA)

Section 2. MISSION STATEMENT

NHAA connects visual artists with the public through ongoing exhibits and educational activities to (that?) encourage appreciation for contemporary culture, foster creativity, and enhance community spirit.

Section 3. ORGANIZATION

This Association is a non-profit, incorporated 501(c)(3) association organized on the 25th day of September 1940 and incorporated on May 9, 1962. The government of the Association shall be by the members in regular meetings and by the Board as respectively provided in the Bylaws.

ARTICLE II. Membership

THE ASSOCIATION BODY

The Association shall consist of five classes of membership: Artist, Honorary Artist, Senior (70 or older), Student (ages 18-25) and Friend. Being a Friend Member does not preclude being an Honorary Member or vice versa. Unless otherwise limited below under a class of membership, Members in good standing are entitled:

(1) to attend regular and and special meetings of the Association under ARTICLE V.; (2) to vote on all questions coming before the membership; (3) to hold office and serve on standing or special committees; (4) to participate in the election of the Board of Directors; and (5) to exhibit their work in Membership exhibits and juried shows under terms determined by the Board; and, Members shall be required to pay dues and fees and to fulfill volunteer requirements as determined by the Board of Directors.

Section 1. ARTIST MEMBERS

Any person actively engaged in producing art works, whether a resident of New Hampshire or not, may become a member by 1) filling out an application form supplied by the Membership Committee, 2) submitting at least four (4) examples of the applicants work at the time and place designated by the Chairperson of that committee, 3) paying any fees required for application, 4) being accepted by majority vote of the Membership Committee, 5) paying annual dues, and 6) fulfilling all volunteer requirements as established by the Board of Directors.

The Board reserves the right to invite any artist to become an Artist Member of the Association and may waive the jurying process. Artist Members must complete application forms and pay dues.

Any Member will be automatically dropped from membership rolls upon failure to pay dues.

Any person who has ever been an Artist Member may reinstate a lapsed membership one time within three (3) years of lapse by paying the dues for the current year. If more than three (3) years have lapsed, the former Artist Member must be re-juried to be reinstated as an Artist Member.

Section 2. HONORARY ARTIST MEMBERS

Any person whom the Board wishes to honor may be made an Honorary Member by action of the Board. Honorary Artists Members have the full rights of other member artists, but are not juried and do not pay dues. They are responsible for paying all other membership and exhibition fees as required.

Section 3. SENIOR ARTISTS

All Artist Members, on reaching age seventy (70), will pay reduced membership as determined by the Board of Directors. They will retain their privileges of exhibiting work or serving on the Board. It is the responsibility of the Senior Artist to notify the President when he/she reaches the age of 70.

Section 4. STUDENT ARTISTS

Any person 18 and over with a student ID may become a juried member of the Association by successfully completing the application process. Student members pay reduced membership fees as determined by the Board of Directors and may show their work in member exhibits and juried shows. They are required to fulfill all volunteer requirements.

Section 5. FRIEND MEMBERS

Any individual or organization interested in fostering the objective of this Association may become a Friend Member by contributing annually such sums as may be decided by the vote of the Board. A Friend Member is a valued supporter of the Association, but is not entitled to the rights and privileges of Members in good standing set forth in THE ASSOCIATION BODY. Any individual Friend Member may attend and participate in discussion at Meetings of the Association under Article V., but may not vote or be counted for quorum purposes.

ARTICLE III. The Officers

Section 1. THE OFFICERS

The Officers of this Association shall be a President, a Vice President, a Secretary, and a Treasurer, all to be elected at the Annual Meeting. The term of office for each Officer shall be two (2) years. An Officer, upon expiration of his/her term of office, may be nominated to a Directors position in order to provide continuity. Officers shall serve no more than three (3) consecutive terms in that office, but may serve in another office for an additional two year term. No person may hold more than one office at the same time.

Section 2. NOMINATING COMMITTEE

A Nominating Committee of three members shall be appointed by the President at least a month before the Annual Meeting of the Association. The Board may submit nominations for this Committee. Board Directors and members of the Association may submit recommendations for candidates to the Nominating Committee no later than three weeks prior to the Annual Association Meeting. The duty of the Committee is to nominate a slate of officers and directors, and post such slate at the Associations headquarters, making sure that this information is easily accessible to members two weeks prior to the Annual Meeting.

Section 3. ELECTION

The Nominating Committee shall present its slate of officers and directors at the Annual Meeting of the Association. The election of Officers and Directors shall take place by majority vote of members present and proxy votes submitted electronically up to 24 hours prior to the meeting. The list of Proxy votes will be tabulated and certified by the Board Secretary.

Section 4. VACANCIES

Board vacancies shall be filled by action of the Board, the person thus elected will hold office for the unexpired term. Section 5. PRESIDENT The duties of the President shall be to represent the Association in an official capacity. The President shall be ex-officio a member of all standing committees, shall preside at meetings of the Association and of the Board, and shall appoint Committee Chairpersons.

Section 6. VICE PRESIDENT

The Vice President assumes the duties of the President when the President is unable to perform the duties of his/her office. Other duties of the Vice President shall be designated by the Board.

Section 7. SECRETARY

The duties of the Secretary shall be: 1) to keep the minutes of all meetings of the Association and of the Board, 2) to issue calls for meetings, 3) to keep roll of the membership, 4) to supervise the balloting at all elections, and 5) to perform such other functions that are incidental to the office or may be assigned by the Board.

Section 8. THE TREASURER

The Treasurer serves as financial controller of the Associations funds. His/her duties shall be to 1) to collect, receive and record all money due the Association, 2) to be custodian of the funds received, 3) to approve disbursement of the same only upon the order of the Board, and 4) to oversee such persons as the Board may authorized to make specified disbursements in daily financial operations. The Treasurer shall present an annual report to the Association, periodical financial statements to the Board, and provide for an annual audit of the Associations books.

ARTICLE IV. Board Membership, Functions, Terms

Section 1. MEMBERSHIP

The Board shall consist of four officers plus no less than one (1) and no more than eleven (11) additional Directors as presented by the Nominating Committee and elected at each Annual Meeting. At least one-third (1/3) of the members of the Board shall be Artist Members.

Section 2. BOARD FUNCTIONS AND DUTIES

The Board shall manage, direct, control, and administer the property, affairs and business of the Association, and shall act as the custodian of its properties and interests. The Board shall put into effect all general policies, directions and instructions adopted by the Association at the Annual Meeting. The Board shall have the power to establish such special or standing Committees as are needed to support the Associations mission or to conduct its business and to hire or discharge employees of the Association. Committees of the Board shall be chaired by a Director appointed by the President and include other board members, members of the association and individuals with expertise in the work of the committee to be formed. The Board shall assure that a full report of its activities and accomplishments in writing is presented at each meeting of the Association The Board shall make such recommendations at said meeting as it deems fit and proper.

Section 3. TERMS OF OFFICE

The term of office for each director shall be two years. Each director shall not serve more than four (4) consecutive terms.

Section 4. MEETINGS

Meetings of the Board shall be held as needed to carry on the business of the Association. A majority of the Board shall constitute a quorum, and all actions shall be by majority vote. Unexcused absence from three consecutive meetings constitutes grounds for dismissal from the Board. Any one or more Directors may participate in a meeting of the Board of Directors by video conferencing, telephone conference or other electronic means by which all persons participating in the meeting can communicate with each other. Participation by electronic means shall be equivalent to presence in person at a meeting for purposes of determining if a quorum is present.

Section 5. BOARD VACANCIES

In case of a vacancy on the Board between Annual Meetings, the Board may fill any vacancies until the next Annual Meeting.

Section 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS

The Officers and Directors of the Association shall be indemnified and reimbursed for the reasonable costs and expenses (including reasonable attorneys fees) which may be incurred by, and damages assessed against, them or any of them, which may arise out of their defense in any legal proceeding brought against them as a result of their duties as Officers or Directors of the Association; provided, however, that such indemnification and reimbursement shall not be granted where such Officer or Director shall have been adjudged guilty of, or found liable for, gross negligence, willful misconduct, or criminal acts.

ARTICLE V. Meetings of the Association Section 1.

REGULAR AND SPECIAL MEETINGS

The regular Annual Meeting of the Association shall be held once a year, the date to be determined by the Board. This meeting shall be held 1) to hear reports of the Officers and Chairperson of the Standing Committees, 2) to elect Officers and Directors, and 3) to transact any business which may come before the membership. The Board shall set the time and place of this regular Annual Meeting and may call a special meeting at any time, provided members are notified by mail or e-mail at least two weeks in advance of such meeting. Section 2. QUORUM

A quorum of 10% of voting members shall be necessary for the transaction of business. Members may participate in and be counted present for quorum purposes at any meeting by means of personal attendance, conference telephone, videoconference, or similar communication equipment by means of which all persons participating in the meeting can hear each other. If at any meeting of the members there shall be less than a quorum present, a majority of those present may adjourn the meeting.

Section 3. VOTING

At all meetings of the members, the votes of a majority of the members present in person or by proxy at a meeting at which a quorum is present shall constitute the decision of the members, unless a different vote is expressly required by law. All proxies must be executed in writing by the member and filed with the secretary of the Board or other person authorized to tabulate votes before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy.

ARTICLE VI. Records and Reports

The organization shall keep records of accounts and written minutes of proceedings of board meetings, committee meetings, and annual membership meetings which shall be open to inspection by directors at all time. Upon leaving office each officer, employee, or agent of the organization, shall turn over to the Board any records, monies, or other documents that have been in the custody of that person during the course of their term. The organization will keep at its principle office the original or a copy of the current bylaws and any applicable federal tax exemption and annual information returns for 3 years from date of filing. These shall be open to public inspection to the extent required by law. The organization shall prepare annual financial statements using generally accepted accounting principles. Such statements shall be audited by an independent certified public accountant in conformity with generally accepted accounting standards. These statements shall be made available to the NH Attorney General and members of the public for inspection no later than thirty (30) days after the close of the fiscal year to which the statements relate.

ARTICLE VII. Amendment

Section 1. BYLAWS AMENDMENT

These bylaws may be amended by the vote of a majority of the directors then in office. Such action is authorized only at a duly called and held meeting of the Board of Directors for which written notice of such meeting, setting forth the proposed bylaw revisions with explanations, is given in accordance with these bylaws.

The exception would be election of the board and board officers which must be voted on by the Association membership. Any revisions to the Association bylaws must be communicated to the Association membership.

ARTICLE VIII. Dues

Section 1. DUES

The Dues of this Association shall be determined by action of the Board. Notices for renewal of membership in the Association will coincide with its Fiscal Year. Dues must be paid by May 1st. (Fiscal Year being May 1April 30 of the following year).

ARTICLE IX. Distribution of Assets Upon Dissolution of the Association

Section 1. DISSOLUTION

In the event of dissolution of this Association all assets belonging to the Association, of any kind or description, shall be transferred to and become the property of the Currier Museum of Art, with the stipulation that the Memorial Trusts be used to perpetuate the memory of the persons they were established for. If the Currier Museum of Art is not in existence, the assets shall revert to the State of New Hampshire.

ARTICLE X. Conflict of Interest

Whenever a director or officer has a financial or personal interest in any matter coming before the board of directors, the affected person shall 1) fully disclose the nature of the interest and 2) withdraw from discussion, lobbying, and voting on the matter.

Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested directors determine that it is in the best interest of the corporation to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.

ARTICLE XI. GALLERY MANAGER AND STAFF

Section 1. GALLERY MANAGER.

The Gallery Manager shall be hired by the Board. The Gallery Manager has day-to-day responsibilities for the organization, including carrying out the organization’s goals and policies. The Gallery Manager shall at the request of the President: attend Board meetings as an ex-officio Board member who participates in discussions, but does not have voting privileges; report on the progress of the NHAA; answer questions of the Board members; and make recommendations on matters coming before the Board. The Gallery Manager shall perform such additional duties as directed by the President. The Gallery Manager shall be excused from Board discussions when the President believes that the Gallery Manager’s participation would constitute a conflict of interest or would otherwise be inappropriate.

Section 2. STAFF.

The Board, with input from the Gallery Manager, shall hire staff and retain independent contractors as it determines are necessary to successfully carry out the mission of the NHAA.