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 Hampshire’s
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 Association’s 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 Association’s 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 Association’s 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
