Conservation District Employees Association of New Hampshire

 

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CDEA-NH By-Laws

ARTICLE 1

  Name

The name of this not for profit Association shall be the Conservation District Employees Association of New Hampshire (CDEA-NH).

  ARTICLE 2

  Purposes

  Purposes.  To assist in developing and furthering the interest, objectives and purposes of the Conservation District Employees Association of New Hampshire; to foster and promote charitable and educational purposes designed to further the principles of soil conservation and stewardship, water conservation and energy conservation; to strengthen local Conservation Districts in New Hampshire by providing a system of resources and communication whereby District Employees may more effectively exchange information and ideas which will result in better coordination and effectiveness of Conservation District programs; to provide, conduct and sponsor programs to aid individuals, groups, organizations, governmental bodies, Associations and all entities in combating soil erosion and energy water waste; including for all such purposes the making of distributions to organizations under Section 501 (C) (3) of the Internal Revenue Code of 1954 or the corresponding provisions of any future United States Internal Revenue Law.

  Financial Management.  No part of the net earnings of the Association shall serve to the benefit of, or be distributable to, its members, officers or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein.  No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.  Not withstanding any other provision of these articles, the Association shall not carry on any other activities not permitted to be carried on (a) by a Association exempt from Federal income tax under Section  501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a Association, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

  The Association shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal tax laws.

  The Association shall not engage in any act of self-dealing as defined in Section 4941 (d) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal tax laws.

The Association shall not retain any excess business holdings as defined in Section 4943 (c) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal tax laws.

  The Association shall not make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal tax laws.

  The Association shall not make any taxable expenditures as defined in Section 4945 (d) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal tax laws.

  Dissolution.  Upon the dissolution of the Association, the membership shall, after paying or making provisions for the payment of all of the liabilities of the Association, dispose of all of the assets of the Association, exclusively for the purposes of the Association in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational or religious purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the membership shall determine.

  ARTICLE 3

  Membership

  This Association shall consist of the full-time and part-time employees of the legally organized Conservation Districts within the State of New Hampshire who shall be known as employee members.  Associate membership shall be available to individuals, agencies, businesses and organizations whose objectives are to promote conservation of New Hampshireís natural resources.  Each employee member of the Association who has paid current year dues shall be entitled to one vote.  All members shall be encouraged to attend Association meetings and participate in discussions. Voting by proxy shall not be permitted.

  ARTICLE 4

  Officers

  A president, vice president, secretary and treasurer shall be elected from and by the employee members at the annual meeting.  The duties of the newly elected officers shall commence immediately following the close of the annual meeting.  The election of officers shall be by confidential ballot if requested.

In the event of a vacancy in the office of the president, the vice president shall succeed to that office until the next election of officers.  Vacancies created during terms of office of the vice president, secretary or treasurer shall be filled by the president and shall serve until the next annual meeting.  The president, vice president, secretary, treasurer and immediate past president shall constitute the Associationís executive committee which shall have the power to act in the name of the Association between regular and special board meetings.  To conduct official business at properly noticed meetings, two members of the executive committee shall be present.

  The terms of office shall be for two years.

  ARTICLE 5

  Duties of Officers

  The duties of the Associationís officers shall be those normally pertaining to such officials in any association and any additional duties specifically assigned to them by the Association.

  The president shall perform all duties incident to the office of president under the authority and subject to the direction of the membership.  The president shall be empowered to appoint at his/her discretion any person or committee to expedite the objectives of the Association.  The president shall be ex-officio member of all committees except the nominating committee.  Members of standing and special committees of this Association shall be appointed in such numbers and for such purposes as may be deemed necessary by the president.  The president shall include special attention throughout the term for a smooth transition to the successor of the on-going programs of the Association.

  In the absence of the president or in the event of the  inability or refusal to act, the vice president shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president.  The vice president shall perform such other duties as from time to time may be assigned by the president or by the membership.

  The duties of the secretary shall be to record the minutes of all meetings and to distribute all notices in accordance with these bylaws.  The secretary shall maintain an official minute book of the Association.

The treasurer shall have custody of all Association funds and securities and shall keep in books belonging to the Association full and accurate accounts of all receipts and disbursements  and shall deposit all moneys, securities and other valuable effects in the name of the Association in such depositories as may be designated for that purpose by the membership.  The treasurer shall disburse the funds of the Association taking proper vouchers for such disbursements, and shall render to the membership at regular, annual and special meetings and whenever requested by them, an account of all transactions as treasurer and of the financial condition of the Association.

ARTICLE 6

  Finances

  The Association will be financed by an annual assessment on employee and associate members as recommended by the executive committee and approved by the membership at the annual meeting.  The assessment would be payable annually to the Associationís treasurer.  Contributions, donations, earned income, gifts, and other legal revenues will be accepted to carry on the work of the Association.  The president shall provide for an annual audit consisting of two or more Association members.  All disbursements will be properly itemized and verified or certified by the treasurer and vice president before payment.  Payment will be issued by press numbered checks only.

  ARTICLE 7

  Compensation

  The representatives, officials and committee members on official assignment by this Association shall serve without compensation.  However, the treasurer and vice president may authorize the payment of specific expenses incurred by members in the lawful transaction of Association business.  All such transactions shall be approved at the next Association meeting.

  ARTICLE 8

  Meetings

  Regular meetings will be convened no less than four times per year.  The Association will hold an annual meeting on the second Wednesday in July.

  Special meetings may be called by the president, or by majority vote of the executive committee.  Notices of all meetings, agenda, and minutes must be mailed to each member at least fifteen days in advance of the meeting date.  Parliamentary procedure will be followed.

  ARTICLE 9

  Fiscal Year

  The fiscal year of the Association shall begin with the first day of January in each year and end on the thirty-first day of December in each year.

ARTICLE 10

  Amendments

  By-laws may be adopted and these articles of Association may be amended by a two-thirds majority vote of all voting members present at an annual meeting or special meeting of the Association.   Copies of the proposed by-laws or amendments must be sent to the membership along with the notice announcing the regular, annual or special meeting at least fifteen (15) days prior to the meeting.

 

Adopted on September 22, 1997        Amended July 12, 2000            

Amended July 11, 2007

 

 

 

 

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Copyright © 2004 Conservation District Employees Association  of New Hampshire
Last modified: March 11, 2009