GREATER MANCHESTER CHAMBER OF COMMERCE FOUNDATION, INC. BYLAWS ARTICLE I Name Section 1.01. The name of the corporation, which is sponsored and staffed by the Greater Manchester Chamber of Commerce, shall be the Greater Manchester Chamber of Commerce Foundation, Inc. (the "Foundation"). ARTICLE II Section 2.01. The Foundation is organized exclusively for charitable and educational purposes as those terms are defined in Section 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law), including, the purposes to: (1) Develop, sponsor and provide educational programs and information regarding the political system, history, strengths, weaknesses, problems, potential and current issues pertaining to the Greater Manchester area and the State of New Hampshire, including the presentation of perspectives of centrally involved individuals and objective observers; and (2) Develop and foster a high level of civic concern, community development and activity on the part of participants in any Foundation programs. ARTICLE III Board of Directors Section 3.01. The management of the affairs of the Foundation shall be vested in the Board of Directors ("Board"). Section 3.02. The Board shall consist of not less than nine and not more than twelve members, as the Board shall designate. One director shall be the Immediate Past Chair of the Greater Manchester Chamber of Commerce who shall serve as the Chairman of the Board. One director shall always be the President of the Greater Manchester Chamber of Commerce. In addition to the two members above, four directors shall be present or former members of the Board of Directors of the Greater Manchester Chamber of Commerce. The remainder of the Board shall consist of alumni of the Leadership Greater Manchester program or participants in an established educational program of the Foundation. Each director shall serve for a term of one year.
Section 3.03. The Board may fill vacancies occurring in the Board by majority vote of the remaining members of the Board. The Nominating Committee shall select and forward to the Board the names of candidates for each vacancy. A vacancy in the office of Chairman of the Board shall be filled by the Board of the Foundation, who shall select from among the remaining members of the Board. Section 3.04. No member of the Board, with the exception of the President of the Greater Manchester Chamber of Commerce, shall serve more than four (4) consecutive years. Section 3.05. All members of the Board shall serve until their successors are duly elected and qualified. Section 3.06. The Chairman shall preside at all meetings of the Board. In his absence, the Board shall elect one of its members to act as chairman pro tem of the meeting. Section 3.07. The Board shall meet no less than once a year. Section 3.08. Directors may not be paid compensation for performance of their duties as directors. No director shall be precluded from serving the Foundation in any other capacity and receiving compensation therefor. ARTICLE IV Standinq Committees and Other Committees Section 4.01. The Nominating Committee shall consist of four (4) individuals, all of whom shall be members of the Board. Nominating Committee members shall be appointed each year by the Chairman of the Board. The Nominating Committee shall have a Chairman who shall be elected by its members and who shall also be a member of the Board. The Nominating Committee shall annually nominate individuals for election to the Board and for membership on all other committees, including individuals to chair such committees. Section 4.02. The Finance Committee shall be appointed annually by the Board and shall consist of three (3) individuals each of whom shall be a member of the Board. Members of the Finance Committee so appointed shall have the right to designate, with approval of the Board, additional individuals to serve on the Finance Committee. Such additional individuals need not be members of the Board. Section 4.03. The Chairman of the Board shall meetings of all committees of the Foundation ex officio. have the right to attend all Section 4.04. The Board Shall have the right, from time to time, to create committees consistent with the purposes of the Foundation. Updated: Sept. 2003
ARTICLE V Officers Section 5.01. The officers of the Foundation shall be a Chairman, one (1) Vice Chairman, a Secretary, a Treasurer, and the President of the Greater Manchester Chamber of Commerce. Any two or more offices may not be held by the same person. The officers shall be directors of the Foundation. Section 5.02. The Chairman of the Board shall serve as Chairman of the Foundation and shall be elected in accordance with the provisions of Article III of these Bylaws. Each other officer specifically designated in Section 5.01 of this Article Shall be elected for one (1) year terms by the Board at its annual meeting. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified or until such officer's death or resignation or removal in the manner hereinafter provided. Section 5.03. Any officer specifically designated in Section 5.01 of this Article, other than the Chairman, may be removed by the Board whenever, in its judgment, the best interests of the Foundation will be served thereby. Section 5.04. Any officer may resign at any time by giving written notice to the Board or to the Chairman or Secretary. The resignation shall take effect at the time specified in such notice, the acceptance of the resignation shall not be necessary to make it effective. Section 5.05,A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled in the manner prescribed in these Bylaws for election or appointment to the office. No vacancy in any office shall be filled for more than the unexpired portion of the term. Section 5.06. The Chairman shall serve as the chief elected officer of the Foundation and shall preside at meetings of the Board. The Chairman shall determine all committees and select all committee leaders unless otherwise specified by the Bylaws. Section 5.07. The Vice Chairman shall perform the duties of the Chairman in his or her absence and will assume other responsibilities as assigned by the Chairman and the Board. Section 5.08. The Secretary will cause to be prepared any proper notices and other documents on behalf of the Foundation and the Board and perform such other duties that normally accompany this office. Section 5.09. The Treasurer shall be responsible for safeguarding of all funds received by the Foundation and for their proper disbursement. Such funds shall be Updated: September 2003
kept on deposit in financial institutions, or invested in a manner approved by the Board and perform such other duties that normally accompany this office. Section 5.10. The President of the Greater Manchester Chamber of Commerce shall have general charge of the business, affairs and property of the Foundation. The President shall sign and execute, on behalf of the Foundation, any contracts or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer of the Foundation, or shall be required by law to be otherwise signed or executed. ARTICLE VI Staff Section 6.01. A Foundation Manager shall be appointed to the Foundation by the President of the Greater Manchester Chamber of Commerce in consultation with the Chairman of the Board. The Foundation Manager will serve as the principal staff person responsible for the programs of the Foundation and shall serve at the direction of the President of Greater Manchester Chamber of Commerce. The Foundation Manager shall attend all committee meetings of the Foundation, but shall not have the right to vote on any matters before such committee. ARTICLE VII General Section 7.01. The Board shall hold its annual meeting on the third Tuesday in July of each year or on such other date as the Board may designate. The Board may, by resolution, establish regular meetings of the Board. Special meetings of the Board shall be held at the call of the Chairman, and a meeting shall be held upon the written request of at least three (3) members of the Board. Written notice of each such meeting shall be delivered, either personally or by mail, to all members at least ten (10) days prior to the date of such meeting. Section 7.02. Meetings of the other committees shall be held at the call of the respective committee chairmen, and a meeting shall be held upon the written request of at least two (2) members of any such respective committee. Written notice of any such meeting shall be delivered either personally or by mail at least seven (7) days prior to the date of such meeting. Section 7.03. A majority of the members of the Board or any committee shall constitute a quorum. The affirmative vote of a majority of the members of the Board or of the members of a committee, as the case may be, shall be required to adopt a resolution. Voting proxy shall not be permitted. In the event that the Board must vote on a matter covered by the ocnflict of interest policy adopted by the Board, then a majority of the members of the Board, present and eligible to vote under the terms of Updated September 2003 4
the policy, shall constitute a quorum, and the affirmative vote of a majority of those members present and eligible to vote only, shall be required to adopt a resolution. Section 7.04. These Bylaws may be amended by the affirmative vote of twothirds of the members of the Board at any meeting, duly called in accordance with Section 7.01 hereof, provided any such proposed amendment shall be stated in the notice of the meeting. Section 7.05. Any matter not specifically detailed by the above provisions of the Bylaws shall be determined by the Board. Section 7.06. The Foundation shall report annually on its activities to the Greater Manchester Chamber of Commerce. A report shall be prepared at the direction of the Chairman and shall be due at the end of each fiscal year of the Greater Manchester Chamber of Commerce which falls on December 31. Section 7.07 The use of pronouns herein shall not be construed to refer to the gender of any individual referred to herein. ARTICLE VIII Contributions Section 8.01. The Foundation may receive and accept property, real, personal or mixed, by way of gift, bequest, or divise, from any individual, firm, trust, or corporation, to be held, administered, and disposed of in accordance with the purposes of the Foundation and pursuant to these Bylaws; provided, that no gift, bequest, or devise of any such property shall be received and accepted if it is conditioned or limited in such manner as to require the disposition of the income or its principal to any person or organization other than a charitable organization or for other than charitable purposes as defined under the Internal Revenue Code of 1986, as amended, or in such manner as in the opinion of the Board may jeopardize the federal income tax exemption of the Foundation pursuant to Section 501 (c) (3) of the Internal Revenue Code of 1986, as amended. ARTICLE IX Termination of the Foundation, Payment of Earnings and Funds Section 9.01. No part of the net earnings of the Foundation shall inure to the benefit of, or be distributable to the directors, staff, or other individuals, except that the Foundation shall be authorized to pay reasonable compensation for services rendered to it and to make payments and distributions in furtherance of the purposes set forth in Article II hereof. Updated September 2003
Section 9.02. No substantial part of the activities of the Foundation shall be carrying on of propaganda or otherwise attempting to influence legislation, and the Foundation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for any public office. Notwithstanding any other provision of these Bylaws, the Foundation shall not carry on any activities not permitted to be carried on by an organization exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1986, as amended. Section 9.03. Upon dissolution of the Foundation, the Board shall, after paying or making provision for payment of the liabilities of the Foundation, dispose of Foundation assets in such manner, or to such organization or organizations organized and operating exclusively for charitable, educational, religious or scientific purposes as shall, at that time, be qualified as exempt organizations under Section 501 (c) (3) of the Internal Revenue Code of 1986, as amended. Any such assets not so disposed shall be disposed by a court of competent jurisdiction within the State of New Hampshire, to such organization(s) as the said court may designate which shall be organized and operating exclusively for charitable purposes. ARTICLE X Indemnification Section 10.01. The Foundation may, by resolution of the Board provide for indemnification by the Foundation of any and all of its directors or former directors against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding, in which they or any of them are made parties, or a party, by reason of having been directors of the Foundation, except in relation to matters as to which such director shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability for negligence or misconduct. ARTICLE XI Miscellaneous Provisions Section 11.01. The fiscal year of the Foundation shall be the July 1 through June 30th. Section 11.02. The Foundation shall have a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Foundation, the State of New Hampshire and the year of incorporation. Section 11.03. The principal office of the, Foundation shall be located in the City of Manchester, New Hampshire. Updated September 2003 6
Section 11.04. The registered office of the Foundation need not be identical with the principal office. The registered office may be changed from time to time by the Board in compliance with provisions of applicable law. September 2003
ADDENDUM TO GREATER MANCHESTER CHAMBER OF COMMERCE FOUNDATION, INC. BYLAWS 1. Duty to Disclose. CONFLICT OF INTEREST POLICY (a) Internal Disclosure. All present Directors and each new Director prior to taking a position on the Board shall submit in writing to the Chairperson of the Board a list of all businesses or other organizations of which he or she is an officer, director, trustee, member, owner (either as a sole proprietor or partner), shareholder, employee or agent, with which the Foundation has, or might reasonably in the future enter into, a relationship or transaction in which the Director would have conflicting interests. This disclosure shall be provided by each Director to the Chairperson of the Board on an annual basis or as circumstances change. The Chairperson of the Board shall become familiar with the statements of all Directors in order to guide appropriate conduct should a conflict arise. (b) Public Disclosure. (i) On an annual basis, the Foundation shall submit an identification of any pecuniary benefit transaction to the Director of Charitable Trusts in the office of the Attorney General for the State of New Hampshire as required. (ii) The Board shall publish a legal notice in a publication which complies with the requirements of RSA 7:19-a, II(c), as it may be amended from time to time, in the event the financial benefit to a Director exceeds $5,000.00 in a fiscal year. 2. Voting. At such time as any matter comes before the Board in such a way as to give rise to a conflict of interest, the affected Director shall make known the potential conflict, whether disclosed by his or her written statement or not, and after answering any questions that might be asked of him or her, shall withdraw from the Board meeting for so long as the matter shall continue under discussion. In addition, other Directors who themselves have had pecuniary benefit transactions with the Foundation within the same fiscal year, should also not be present and not participate in the discussion. (a) Should the matter be brought to a vote, neither the affected Director nor any other Director with a pecuniary benefit transaction with the Foundation in the same fiscal year shall vote on it. The Board shall be required to approve any such transaction by a two-thirds vote where the financial benefit to the Director is in excess of $500.00 in a fiscal year. (b) Any vote of the Board approving a pecuniary benefit transaction shall be recorded in the minutes of said meeting, and the Board shall publish a legal notice in a publication which complies with the requirements of RSA 7:19-a, II(c), as it may be amended from time to time, in the event the financial benefit to a Director exceeds $5,000.00 in a fiscal year. 3. Statutory Requirements. The New Hampshire statutory requirements dealing with the pecuniary benefits set forth at RSA 7:19, II and 292:6a, as they may be amended from time to time are hereby incorporated in full into and made an integral part of this conflict of interest policy. These requirements include, but are not limited to, (i) an absolute prohibition against any
loan from the Foundation to a Director or Officer of the Foundation; and (ii) a prohibition against any sale or lease (for a term greater than five years) or conveyance of real estate from a Director of an Officer of the Foundation without the prior approval of the appropriate probate court for the State of New Hampshire.
ADDENDUM TO GREATER MANCHESTER CHAMBER OF COMMERCE FOUNDATION, INC. BYLAWS CONFLICT OF INTEREST POLICY 1. Duty to Disclose. Each Director, prior to taking his position on the Board, and all present Directors shall submit in writing to the Chairman of the Board a list of all businesses or other organizations of which he is an officer, director, trustee, member, owner (either as a sole proprietor or partner), shareholder, employee or agent, with which the Corporation has, or might reasonably in the future enter into, a relationship or a transaction in which the Director would have conflicting interests. The Chairman of the Board shall become familiar with the statements of all Directors in order to guide his conduct should a conflict arise. 2. Voting. At such time as any matter comes before the Board in such a way as to give rise to a conflict of interest, the affected Director shall make known the potential conflict, whether disclosed by his written statement or not, and after answering any questions that might be asked him, shall withdraw from the meeting for so long as the matter shall continue under discussion. In addition, other Directors who themselves have had pecuniary benefit transactions with the Corporation within the same fiscal year, should also not be present and not participate in the discussion. Should the matter be brought to a vote, neither the affected Director nor any other Director with a pecuniary benefit transaction with the Corporation in the same fiscal year shall vote on it. The Board will comply with all the requirements of New Hampshire law where conflicts of interest are involved, including but not limited to the requirement of a twothirds vote where the financial benefit to the Director or Trustee is between $500 and $5,000 in a fiscal year, and to the requirement of a two-thirds vote and publication in the required newspaper where the financial benefit exceeds $5,000 in a fiscal year. 3. Statutory Requirements. The New Hampshire statutory requirements dealing with pecuniary benefits (RSA 7:19, II and 292:6a) are hereby incorporated in full into and made an integral part of this conflict of interest policy; and a copy of the relevant New Hampshire statues are attached hereto so that every Board member is aware of the statutory requirements. These requirements include, but are not limited to, (i) absolute prohibitions on loans from a charitable trust to a Director, Officer or Trustee; and (ii) prohibition of any sale or lease (for a term greater than five years) or conveyance of real estate from an Officer, Director, or Trustee without the primary approval of the probate court. These requirements extend to both direct and indirect financial interests, as defined by the attached statutes. f'. marysdoc\foundation\byiaws 06/07/97 4:20 PM 11/08/973:43 PM