New Hampshire Sign Association
(A Non-Profit Association)
Section 1. The name of this organization is the New Hampshire Sign Association, Inc., hereinafter referred to as “the Association.” Its principal office shall be located in the city of Manchester, state of New Hampshire.
Section 1. The object of the Association shall be to promote and establish cordial and cooperative relations among all the members of the sign industry in general;
to form a united front for the various businesses engaged in outdoor advertising, neon signs, commercial signs, and all other types of sign businesses for the purpose of representing the industry wherever needed in state and federal legislation, municipal, and county ordinances, codes, zoning regulations, and any other matters affecting the sign industry as a whole or in part;
to work toward harmonious relations and better understanding between the members of the Association and their employees;
to aid and assist the members of the industry in establishing high standards of operation and business ethics; and
to plan, prepare, and produce publicity and educational programs favorable to the sign industry as a whole and to use every available opportunity to get such information to the general public.
Section 1. The voting membership of the Association shall be limited to the following two classes:
- Active Membership – Composed of reputable sign manufacturing and service firms doing business in the state of New Hampshire, holding all their licenses required by federal, state, and municipal governments.
- Associate Membership – Composed of suppliers and manufacturing firms furnishing materials and products to the sign industry.
Section 2. A sign manufacturer or service company which does not have an office, plant, or storage facility in New Hampshire may be an Associate Member.
Section 3. Application for membership as an Active or Associate Member shall be submitted to the Secretary, who shall report it at the next regular meeting of the Association.
Voting upon admission shall take place at the meeting at which the application is reviewed.
A two-thirds vote shall elect to membership and the applicant shall be declared a member of the Association upon payment of the annual dues for the first year.
Section 4. Except in cases where continuity of membership has been arranged for a successor firm, and approved by the Executive Board, membership in the Association may not be transferred.
Death of a member or dissolution of his business shall automatically terminate membership.
Section 5. Management personnel of any member firm, other than those declared as voting members, may become non-voting members with the right to attend Association meetings and take an active part in its discussions but shall not enjoy any of the other rights or benefits of the membership.
Section 6. Upon the recommendation of one member, and seconded by another member, and by a three-fourths vote at any regular meeting, honorary life membership can be conferred upon any Active or Associate Member who shall have rendered notable service to the Association.
Honorary Life Members shall have none of the obligations of membership in the Association, but shall continue to enjoy the full membership rights to which they were entitled as Active or Associate Members.
Any non-member who shall have rendered notable service and upon whom the title of Honorary Member is conferred (by a three-fourths vote), may attend meetings and to speak, but not make motions, vote, or hold office in the Association.
Section 7. Any firm falling within the definitions of Active or Associate Member who is denied membership shall be entitled to appeal such denial to the entire membership at the next regular meeting, provided the firm gives notice of appeal within fifteen (15) days after notice of the unfavorable action.
Section 1. The officers of the Association will be a President, Vice President, Immediate Past President, Secretary, and Treasurer. No more than two representatives from any one company or affiliated company may serve as an officer. Only one Associate Member may serve as an officer at any one time.
These officers shall perform the duties prescribed by these bylaws and by the parliamentary authority adopted by the Association.
Section 2. At the regular meeting held on the second Wednesday of the month prior to the Annual Meeting, a nominating committee of three members shall be appointed by the President. It shall be the duty of this committee to nominate candidates for the offices to be filled at the Annual Meeting in December. The nominating committee shall report at the Annual Meeting. Before the election at the Annual Meeting in December, additional nominations form the floor shall be permitted by the voting members.
Section 3. Nominations for the officers shall be selected from the active and associate membership. If there are two or more nominations for any one office, voting will be by secret ballot. The nominee with a majority will be elected.
If no nominations are presented other than those on the slate of the nominating committee, votes may be cast by voice vote.
Section 4. Officers shall be elected to serve a term of two years (retroactive to December 10, 1985), or until their duly qualified successors are elected. The term of office for all officers shall begin at the close of the Annual Meeting at which they were elected.
No member shall hold more than one office at a time. Officers may succeed themselves to election of office.
Section 5. If a vacancy occurs from any cause, in any office, the Executive Board shall fill such vacancy by the appointment of some qualified and eligible person until the next election of officers.
Section 6. The title of Past President shall be conferred upon any member who shall have served the term of President, as defined in the Association Bylaws.
Upon the recommendation of one member, and seconded by another member, and by a three-fourths vote of those present and voting at the Annual Meeting, the title of Past President may be conferred upon any member who shall have served as an officer in a credible manner for six (6) consecutive years.
DUTIES OF OFFICERS
Section 1. The President shall preside at all meetings of the Board, unless another member of the Board be elected by the Board members by a unanimous vote.
The President shall preside at all meetings of the membership and shall represent the Association within the scope of his authority, enforce adherence to these Bylaws, sign all ordered of monies that may be duly authorized, and appoint immediately following his election the following standing committees: Legislative, Membership, Educational, and Publicity.
It is further the President’s responsibility to perform such other duties as may be assigned by the Executive Board. The President with the approval of the Executive Board may appoint such other committees that he deems necessary to further the objectives of the Association.
Section 2. It is the Vice President’s responsibility to assist the President in the discharge of the President’s duties and, in the absence of the President, to exercise all powers and perform all duties of the President.
It is further the Vice President’s responsibility to perform such other duties as may be assigned by the Executive Board.
Section 3. It is the Immediate Past President’s responsibility to preside in the absence of both the President and the Vice President.
Section 4. The Secretary shall keep a record of all the proceedings of the Association and preserve all papers and documents relating to its business.
The Secretary shall notify, or cause to be notified, the membership of regular and special meetings, keep a record of all members, and handle all correspondence of the Association.
The Secretary shall further perform such other duties as may be assigned by the President or Executive Board.
Section 5. The Treasurer shall receive and take charge of all monies paid to the Association, pay all bills authorized by the President or Executive Board subject to compliance with these Bylaws, prepare all forms required by Federal and State law, and submit at each meeting a report of all transactions of the previous month.
The Treasurer shall perform such other duties as may be assigned by the President or Executive Board.
Section 6. The Secretary and/or the Treasurer shall turn the books over or cause to be surrendered, all Association funds, books, or records to their successors at the expiration of their term of office.
At the option of the Executive Board, the Secretary and /or Treasurer, or their delegated representative, may be bonded for their term of office, at the expense of the Association.
Section 1. The regular meetings of the Association shall be held on the second Wednesday of each month, from January to December inclusive, unless otherwise ordered by the Association or by the Executive Board.
Section 2. The regular meeting on the second month in December shall be known at the Annual Meeting and shall be for the purpose of electing officers (every other year), receiving yearly reports of officers and committees, and for any other business that may arise.
Section 3. A notice of the Annual Meeting shall be mailed to each Active and Associate Member, not less than seven (7) days prior to the meeting. Said notice shall include the hour and location of the meeting and the slate of officers to be presented for election.
Section 4. Special meetings can be called by the President, the Executive Board, or by request of five (5) Active Members or five (5) Associate Members. Notice of special meetings shall be given to members (except in case of emergencies, when notice must be at least twenty-four (24) hours), at least five (5) days prior to the meeting date. Said notice shall clearly state the time, place, and purpose of such meeting, and no other business shall be transacted.
Section 5. Five voting members shall constitute a quorum at any regular or special membership meeting.
Section 1. The officers of the Association shall constitute the Executive Board. Each Board Member shall be entitled to one whole vote on matters presented to the Board for action.
Section 2. The Executive Board shall meet as needed during the year and a quorum shall consist of a majority of the Board. Notice of the time and place of each meeting of the Board shall be given at least five (5) days before the meeting.
Emergency meetings may be held through the means of any communications equipment, provided all Board members have been contacted.
Meetings of the Board may be called by the President, Chairman, or any three (3) members of the Board.
Section 3. The Board shall assume the management of the Association between its business meetings, subject to the orders of the Association, and perform such duties as specified by these Bylaws to the extent of carrying out the objectives and programs authorized by the membership and these Bylaws.
Section 4. The Board is empowered to appoint Counsel, Executive Director, Consultant, or other qualified individuals to serve and perform such services as the Board may direct.
The Board may also delegate routine responsibilities to Committee Chairmen, provided such delegation shall not permit any departure from the objective and programs authorized by the membership.
Section 5. The Board may establish a central office, with a full or part time Executive Director and staff, whose duties and responsibilities shall cover the entire state of New Hampshire to the extent that the membership may direct.
Section 6. The Executive Board shall establish and present each year at the Annual Meeting a budget to be approved by the members present.
Section 7. Individual action of any Board member not authorized by the entire Board shall not constitute Board action within the meaning of this article.
RESIGNATION OR REMOVAL
Section 1. Any member of the Association in good standing who is not in arrears in respect to his dues, assessments, or otherwise indebted to the Association, may resign by submitting his resignation in writing to the Secretary, who shall present it to the Executive Board for action.
No member’s resignation shall be accepted until all dues, assessments, or special assessments have been paid to the Association.
Section 2. Any officer, member, or members who shall, without reasonable cause, be ninety (90) days delinquent in dues and/or assessments, or willfully refuse, fail, or neglect to adhere to the suspension or expulsion by the Executive Board after having been confronted with alleged violations and permitted to present a defense before the Executive Board.
If such officer, member, or members feel that they have been unjustly suspended or expelled, they may appeal the action to the entire membership of the Association at the next regularly scheduled meeting, provided a notice of the appeal was given fifteen (15) days following the action of the Executive Board.
Notwithstanding the foregoing, the officer, member, or members shall be deemed to be suspended or discharged by the action of the Board until such time as their action is either confirmed or reversed by a two-thirds vote at the membership meeting.
They shall immediately lose all rights to attend meetings or to vote on any issue confronting the Association even though they have not been finally dropped from membership.
Section 3. Any officer who absents himself from the Annual Meeting, from two (2) consecutive special membership meetings, from four (4) consecutive meetings of the membership regularly called as provided in Article 6, Section 1, without notice to the President or the Executive Director of the cause of absence, may be relieved of his office by a majority vote of the Executive Board after he has been given an opportunity to present a defense before the Board.
The officer relieved of this office shall be entitled to appeal such removal to the entire membership of the Association at the next regular membership meeting, provided he gives notice of appeal within fifteen (15) days after written notice of his removal.
DUES AND ASSESSMENTS
Section 1. Each Active Member and Associate Member shall contribute dues (Active Members may also contribute assessments), in amounts recommended by the Executive Board and approved by a two-thirds vote at the Annual Meeting of the Association. Previous notice to the entire membership is required.
Section 2. The Board shall also set rates, approved by a two-thirds vote of the membership at the Annual Meeting, of the non-voting membership.
Section 3. Each Active and Associate Member shall be subject to the payment of the special assessments as may be authorized by a two-thirds vote of the members at any regular meeting of the Association.
Funds obtained by special assessments shall be expended only for the specific purpose for which the assessment is levied.
Section 4. Nothing herein shall prevent the Executive Board of the Association from appealing for voluntary contributions for the support of projects in furtherance of all Association objectives.
Section 1. One management person only from each firm enrolled in an active or associate membership shall be entitled to the status of voting member. However, each officer is entitled to a full vote regardless.
Section 2. Each Active and Associate Member, the Executive Director, and Public Relations Person in attendance at any regular meeting of the membership or any special meeting of the membership shall be entitled to a full vote, except when the number of Associate Members designated as voting members, the Executive Director, and the Public Relations Person exceed fifty (50) percent of the vote of active membership designated as voting, they each shall be entitle to one half (1/2) vote.
Section 3. In questions directly affecting Associate Members, one person only so named from each firm enrolled in associate membership shall be entitled to one full vote in any and all cases, regardless of the number of Associate Members voting.
Section 4. All matters which shall be submitted to vote shall be subject to a voice vote (or a show of hands), a two-thirds, three-fourths, or roster vote.
A voice vote (or a show of hands), that is, approval must be registered by more than half of the members present and voting.
A two-thirds or three-fourths vote as may be required in these Bylaws, that is, the expressed approval of at least two-thirds or three-fourths of those present and voting.
A roster vote shall require previous notice and the presence of one-third of the legal voting membership of the Association, of which a two-thirds vote of those present and voting shall govern.
Dissolution of the Association shall require a Roster Vote.
“Previous notice” requires that notice of the proposal to be brought up shall be presented in writing at the preceding meeting and must be included in the call of the meeting at which it is to be considered.
Section 5. The rules contained in the current edition of the Robert’s Rules of Order Newly Revised shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and special rules of order the Association may wish to adopt.
ORDER OF BUSINESS
Section 1. Roll call of officers.
Reading of the minutes of the previous meeting.
Reading of the Treasurer’s report.
Voting on applications for membership.
Reports of officers, Board, and standing committees.
Reports of special committees.
Report of Public Relations Person.
Time and place of next meeting.
INDEMNIFICATION OF OFFICERS
Section 1. The Association may indemnify any and all of its officers or former officers against expenses incurred by them, including legal fees or judgments or penalties rendered or levied against any such person in a legal action brought against any such person for actions or omissions alleged to have been committed by any such person while an officer of the Association, provided that the Executive Board shall determine in good faith that such person did not act, fail to act, or refuse to act willfully or with gross negligence or with fraudulent or criminal intent in regard to the matter involved in the action. This Article is not intended to impose a limitation or requirement upon the Executive Board and the power to indemnify is expressly reserved to the Executive Board to be exercised at its discretion.
AMENDMENT OF BYLAWS
Section 1. These Bylaws can be amended at any regular meeting of the Association by a two-thirds vote, provided that the amendment has been submitted in writing at the previous regular meeting.
Section 2. The proposed amendment shall be on the agenda of the meeting and notice shall be mailed to the entire membership seven (7) days prior to such meeting.
RIGHTS AND LIABILITIES
Section 1. The Association may borrow money and incur indebtedness authorized by the membership, provided that the Corporation shall never become indebted beyond two-thirds (2/3) of its present cash position and/or shall not borrow any money exceeding one-half (1/2) the value of all unencumbered assets of the corporation except by virtue of a two-thirds vote of the membership by a special meeting called for the purpose, notice of said meeting having been duly given to said membership.
Section 2. This corporation is organized under the laws of New Hampshire and no dividends or pecuniary profits shall be declared to the members.
Property rights or privileges which accrue in any way to a member of the Association with respect to personal or real property owned by the Association or with respect to dues and assessments already paid to the Association shall terminate and vest in possession of the Association upon termination of membership status or any member provided that in the event of dissolution of the Association properly approved by roster vote the Executive Board in winding up the corporation’s affairs shall after paying or adequately providing for all debts and obligation so the corporation divide the remaining assets on a pro rata basis among the membership in accordance with their respective rights under law.
Section 3. All debts, claims, or liabilities resulting from any act, omission, contract, obligation, or undertaking of the Association shall be paid from the assets of the Association only, and no officer or member shall incur personal liability by reason of his membership in said Association.