NHISPA By-Laws
NHISPA By-Laws
ARTICLE I - Name and Purpose
This corporation shall be known as the New Hampshire ISP Association,
(hereinafter NHISPA).
NHISPA will encourage discussion among members and inform the public
about matters of importance to the Internet Service Provider industry
in the State of New Hampshire.
The Corporation is organized and shall be operated as a non-stock,
membership Corporation organized under the New Hampshire Voluntary
Corporation Act.
ARTICLE II - Principal Office
The principal office of the corporation shall be 24 Orchard View Drive,
Londonderry, New Hampshire 03053. The corporation may have other offices
in such places within the state of New Hampshire as may be established
by its Board of Directors.
ARTICLE III - Meeting of Incorporators
There shall be a meeting of the Incorporators, upon filing the Articles
of Agreement with the State of New Hampshire. The Incorporators shall
act to appoint an initial Board of Directors.
ARTICLE IV - Members
Classes of Membership:
The Corporation shall have three classes of membership: ISP Members,
Associate Members, and Individual Members. The term Members refers to
all three classes of members; the term Voting Members refers to only
ISP Members.
General Conditions of Membership:
A Member shall be admitted to Membership by
(a) acceptance of such person or entity's written application for such
Membership by the affirmative majority vote of the Board of
Directors of the NHISPA on such form as may be from time to time
required by the Board of Directors, and
(b) payment of such initiation fees (if any), annual dues or other fees
for such class of Membership as may from time to time be established
by the Board of Directors.
A Member shall remain in good standing provided all initiation fees,
subsequent dues, assessments, and other fees, together with such
penalties for late payment as may be determined by the Board of
Directors, have been paid within the period set by the Board of
Directors and the Member continues to meet all of the other requirements
of Membership, as from time to time be determined by the Board of
Directors.
Each Member shall be responsible for apprising the Secretary in writing
of all changes to its name and address, and of the names and addresses
of all representatives of such Member appointed to be members of
committees or to receive notices or vote on behalf of such Member.
Membership fees and dues shall be as determined from time to time by the
Board of Directors.
A Member may resign as a Member at any time. Any initial fees, annual
dues, assessments, other fees and/or penalties already paid shall not
be refundable in such event.
ISP Membership:
ISP Members shall be organizations which offer Internet Connectivity
Services to businesses and/or individuals in the state of New Hampshire,
and whose primary office or operations center is within the state of
New Hampshire, or which have 50% or more of their customers in New
Hampshire.
Each of the Incorporators who sign these Bylaws shall be ISP Members of
the Corporation, subject to their compliance with any other requirements
of ISP Membership established by the Board of Directors pursuant to the
provisions of these Bylaws.
Each ISP Member, while in good standing, shall be entitled:
(a) to vote for members of the Board of Directors at the Annual Meeting;
(b) to receive all publications of the Corporation which are intended
for regular distribution;
(c) to attend all meetings and special meetings of the Membership; and
(d) to such other benefits, rights and privileges as the Board of
Directors may designate.
Associate and Individual Membership:
Associate Membership shall be open to organizations which do not meet
the criteria for ISP Membership, subject to such conditions as may be
determined by the Board of Directors.
Individual Membership shall be open to individuals with an interest in
the ISP business, subject to such conditions as may be determined by
the Board of Directors.
Each non-voting Member, while in good standing, shall be entitled:
(a) to receive all publications of the Corporation
which are intended for regular distribution;
(b) to attend all meetings and special meetings of
the Membership; and
(c) to such other benefits, rights and privileges as
the Board of Directors may designate.
ARTICLE V - Levy of Dues, Assessments or Fees
The Corporation may levy dues, assessments or fees upon its Members in
such amount as may be approved from time to time by the Board of
Directors, but a Member upon learning of any increase in dues, or of any
levy of any assessments or fees, may avoid liability therefor by
resigning from Membership prior to the date such dues, assessments or
fees are due and payable, except where the Member is, by contract or
otherwise, liable for such dues, assessments or fees. No provision of
the Articles of Incorporation or Bylaws of the Corporation authorizing
such dues, assessments or fees shall, of itself, create such liability.
ARTICLE VI - Meetings of Members
Place of Meetings:
All meetings of the Members shall be held at such place within or
without the State of New Hampshire and at such time as may be fixed
from time to time by the Board of Directors, or if not so designated,
at the registered office of the Corporation.
Annual Meeting:
Annual meetings of Members shall be held on the first Monday in October
each year, if not a legal holiday, and if a legal holiday, then on the
second secular day following, at 10:00 a.m., or at such other date and
time as shall be designated from time to time by the Board of Directors,
at which meeting Voting Members shall elect Directors and transact such
other business as may properly be brought before the meeting.
If no annual meeting is held in accordance with the foregoing provision,
the Board of Directors shall cause the meeting to be held as soon
thereafter as convenient, which meeting shall be designated a special
meeting in lieu of annual meeting.
Special Meetings:
Special meetings of the Members may be called by the Board of Directors.
Business transacted at such special meeting shall be limited to matters
relating to the purpose or purposes stated in the notice of meeting.
Notice:
Except as otherwise provided, written notice of each meeting of the
Members, annual or special, stating the place, date and hour of the
meeting and, in the case of a special meeting, the purpose or purposes
for which the meeting is called, shall be given not less than ten nor
more than sixty days before the date of the meeting, to each Member
entitled to attend such meeting.
Voting List:
The Secretary shall maintain a list of Voting Members, open to
inspection by Members in good standing at reasonable hours.
Quorum:
Except as otherwise provided by statute, sixty-seven percent (67%)
of the Voting Members, present in person or represented by proxy, shall
constitute a quorum at all meetings of the Members for the transaction
of business as allowed by these Bylaws.
Adjournments:
If the business of an Annual Meeting of Members shall not be completed
on the day of that meeting, the Board of Directors shall call a special
meeting in lieu of annual meeting to complete the business of the annual
meeting. Notice of this special meeting shall be as provided in this
Article.
Action at Meetings:
Unless otherwise provided by the Law governing Corporations organized
and existing under the laws of the State of New Hampshire, when a quorum
is present at any meeting, the vote of a majority of the Voting Members
present in person or represented by proxy and entitled to vote on the
question shall decide any question properly brought before such meeting.
Proxies:
Each Member entitled to vote at a meeting of Members, or to express
consent or dissent to corporate action in writing without a meeting,
may authorize another person or persons to act for him or her by proxy,
provided that said proxy clearly indicate the time during which it shall
be active.
Nominations and Election:
The Board of Directors shall establish reasonable nomination and
election procedures given the nature, size, and operations of the
Corporation, including a reasonable means for Members to nominate a
person for election as a Director, a reasonable opportunity for a
nominee to communicate to the Members the nominee's qualifications and
the reasons for the nominee's candidacy (if requested by such nominee),
a reasonable opportunity for all nominees to solicit votes (if requested
by any such nominee), and a reasonable opportunity for all Voting
Members entitled to vote thereon to choose among the nominees.
Order of Business:
The order of business at all meetings of Members shall be as determined
by the presiding officer, but the order of business to be followed at
any meeting at which a quorum is present may be changed by a majority
vote of the Voting Members.
ARTICLE VII - Board of Directors
General Powers:
The business and affairs of the corporation shall be managed by its
Board of Directors. The Directors shall, in all cases, act as a Board
and they may adopt such rules and regulations for the conduct of their
meetings and the management of the corporation, as they may deem proper,
not inconsistent with the corporation's Articles of Agreement, these
by-laws and the laws of the State. All corporate powers of the
corporation shall be exercised by or under the authority of, and the
business and affairs of the corporation shall be controlled by, the
Board of Directors. Without limiting the general powers, the Board of
Directors shall have the following powers:
a. To select and remove all of the officers, agents, and any employees
of the corporation, and prescribe the powers and duties for them.
b. To conduct, manage, and control the affairs and business of the
corporation.
c. To enter into contracts on behalf of the corporation and to transfer
and convey the assets of the corporation.
Number, Tenure, Qualifications:
The number of Directors of the corporation shall at all times be at
least five (5) and shall not exceed twenty-five (25). Directors shall
be elected by the Voting Members at the annual meeting and shall be
elected for two-year terms with terms staggered so that about half are
elected at each Annual Meeting.
Appointment of Officers:
The Board of Directors shall appoint, from among their members, a
President, Secretary and Treasurer to serve as officers of the
corporation.
Meetings of Directors:
The Board of Directors shall meet quarterly. The Directors may provide
by resolution, the time and place of regular meetings without notice
other than such resolution. In the absence of such resolution, the Board
shall meet at the offices of the corporation the second Mondays of
January, April, July, and October.
The President shall prepare an agenda for each meeting.
Special meetings of the Directors may be called by or at the request of
the President, who may fix the place for holding any special meeting of
the Directors. Special meetings may also be called by the Secretary upon
petition by 25% of the Directors.
Notice of special meetings must state the place, day and hour of the
meeting, as well as the purpose or purposes for which the meeting is
called, and shall be mailed not less the five (5) nor more than
thirty (30) days before the date of the meeting to all Directors.
Telephonic or Electronic Meetings:
Members of the Board of Directors or of any committee thereof may
participate in a meeting of the Board of Directors or of any committee,
as the case may be, by means of conference telephone, electronic
conference, video conference equipment, or similar communications
equipment by means of which all persons participating in the meeting
can address the entire group, and such participation in a meeting shall
constitute presence at the meeting for purposes of determining quorum.
Quorum:
At any meeting of the Directors, a majority shall constitute a quorum
for the transaction of business. If less than a majority is present at
meeting, the business of said meeting may be resumed at a special
meeting called as specified in this Article.
Manner of Acting:
The act of the majority of the Directors present at a meeting at which
a quorum is present shall be the act of the Directors.
Newly Created Directorships and Vacancies:
Newly created Directorships resulting from an increase in the number of
Directors and vacancies occurring in the Board for any reason may be
filled by majority vote of the remaining members of the Board of
Directors. A Director elected to fill a vacancy caused by resignation,
death or removal shall be elected to hold office for the unexpired term
of his or her predecessor.
Resignation:
A Director may resign at any time by giving written notice to the Board,
the President, or the Secretary of the corporation. Unless otherwise
specified in the notice, such resignation shall take effect upon receipt
thereof by the Board or such officer, and the acceptance of the
resignation shall not be necessary to make it effective.
Presumption of Assent:
A Director who is present at a meeting of the Directors at which action
of any corporate matter is taken shall be presumed to have assented to
the action taken unless he or she shall notify the Secretary of his or
her dissent.
Executive Committee:
The Board shall designate from among its members an Executive Committee
consisting of the officers, plus additional at-large members such that
the Executive Committee shall number about one-fifth (20%) of the number
of Directors. Each member of the Executive Committee shall serve at the
pleasure of the Board.
Other Committees:
The Board, by resolution, may designate from among its members other
committees, each consisting of one or more Directors and any number of
non-directors. Each such committee shall serve at the pleasure of the
Board.
ARTICLE VIII - Officers
Number:
The officers of the corporation shall be a President, a Secretary, and
a Treasurer, each of whom shall be elected by the Directors. Such other
officers and assistant officers as may be deemed necessary may be
elected or appointed by the Directors.
Election and Term of Office:
The officers of the corporation shall be elected annually at the first
meeting of the Directors held after each Annual Meeting of the Members.
Each officer shall hold office until his or her successor shall have
been duly elected and shall have qualified or until his or her death,
resignation, or removal.
Term Limits:
Officers of the corporation will be limited to 3 consecutive terms
of office of any one title, unless no alternative candidates are
nominated as part of the regular election process.
Removal:
Any officer or agent elected or appointed by the Directors may be
removed by a two-thirds vote of the Directors whenever in their judgment
the best interests of the corporation would be served thereby.
Vacancies:
A vacancy in any office because of death, resignation, removal,
disqualification, or otherwise, may be filled by majority vote of the
Directors for the unexpired portion of the term.
President:
The President shall be the principal executive officer of the
corporation and, subject to the control of the Directors, shall in
general, supervise and control all of the business and affairs of the
corporation. He/she shall, when present preside at all meetings of the
Members and of the Directors. He/she may sign, with the Treasurer or
any other proper officer of the corporation thereunto, authorized by
the Directors, contracts, or other instruments which the Directors have
authorized to be executed, except in cases where the signing and
execution thereof shall be expressly delegated by the Directors or by
these by-laws to some other officer or agent of the corporation, or
shall be required by law to be otherwise signed or executed, and in
general, shall perform all duties incident to the office of the
President and such other duties as may be prescribed by the Directors
from time to time.
Secretary:
The Secretary shall keep the minutes of the Directors' meetings in one
or more books provided for that purpose; see that all notices are duly
given in accordance with the provisions of the By-Laws or as required;
be custodian of the corporate records and of the seal of the corporation
and, in general, perform all duties incident to the office of Secretary
and such other duties as may from time to time be assigned to him or her
by the President or by the Directors.
Treasurer:
The Treasurer shall have charge and custody and be responsible for all
funds of the corporation; receive and give receipts for moneys due and
payable of the corporation from any source whatsoever, and deposit all
such money in the name of the corporation in such banks, trust companies
or other depositories as shall be selected in accordance with these
By-Laws and, in general, perform all of the duties as from time to time
may be assigned to him or her by the President or by the Directors.
Salaries:
The Board of Directors shall fix the salaries and other remuneration of
any employees of the corporation.
ARTICLE IX - Contracts, Loans, Checks, and Deposits
Contracts:
The Directors may authorize any officer or officers, agent or agents, to
enter into any contract or execute and deliver any instrument in the
name or and on behalf of the corporation, and such authority may be
general or confined to specific instances.
Loans:
No loans shall be contracted on behalf of the corporation and no
evidence of indebtedness shall be issued its name unless authorized by
a resolution of the Directors and approved by a majority of all Voting
Members.
Checks, Drafts, etc.:
All checks, drafts, or other orders for the payment of money or other
evidences of indebtedness issued in the name of the corporation, shall
be signed by such officer or officers, agent or agents of the
corporation and in such manner as shall from time to time be determined
by resolution of the Directors.
Deposits:
All funds of the corporation not otherwise employed shall be deposited
from time to time to the credit of the corporation in such banks, trust
companies or other depositories as the Directors may direct.
ARTICLE X - Fiscal year
The fiscal year of the corporation shall begin on the first day of July
in each year.
ARTICLE XI - Seal
The Directors shall provide a corporate seal which shall be circular in
form and shall have inscribed thereon the name of the corporation, the
state of the corporation, year of incorporation, and the words,
"Corporate Seal".
ARTICLE XII - Waiver of Notice
Unless otherwise provided by law, whenever any notice is required to be
given to any Incorporator or Director of the corporation under the
provisions of these By-Laws or under provisions of the Articles of
Incorporation, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XIII - Use of Names
Neither the Corporation nor any Member shall use the name of the other
in any form of publicity without the written permission of the other,
provided that any Member may disclose and publicize such Member's
membership in the Corporation, and, unless requested to the contrary in
writing by a Member at the time of application to the Corporation for
Membership, the Corporation may publicize such Member's membership in
the Corporation.
ARTICLE XIV - Deprivation or Suspension of Membership
Membership may be suspended or terminated by a majority vote of the
Board of Directors, provided that Members whose dues are current are
entitled to the following process:
(a) The Member is given notice of the proposed deprivation or suspension
of Membership;
(b) Such notice is delivered personally or by certified mail, return
receipt requested, or by a national overnight courier service, sent
to the last address of the Member shown on the Corporation's
records;
(c) Such notice is given at least thirty (30) days prior to the
effective date of the proposed deprivation or suspension of
Membership; and
(d) Such notice sets forth a procedure determined by the Board of
Directors, whereby the Member may challenge the deprivation or
suspension, either orally (and represented by counsel if the
Member so desires) or in writing.
The Board of Directors may suspend Membership pending the outcome of
this process.
Any deprivation or suspension of Membership for non-payment of dues,
assessments or fees may be effected by notice from the President of the
Corporation pursuant to such rules as the Board of Directors may from
time to time adopt.
No Membership in the Corporation may be assigned or transferred by any
person or entity.
ARTICLE XV - Rights in Intellectual Property
All intellectual property, specifications, Software and Documentation
and any other technology or assets (collectively, "Technology")
developed by the Corporation, whether developed by employees of the
Corporation alone or with the assistance of volunteer staff or other
employees of Members working for or on behalf of the Corporation,
shall be subject to such rules as the Board of Directors may adopt
from time to time. Without limitation, such rules shall control all
rights of publication relating to the Technology, the ownership of
such Technology, the license rights which the Corporation or Members,
as appropriate, may be entitled to therein, and the fees (if any)
which the Corporation may charge Members for access to such
Technology.
ARTICLE XVI - Amendments
The By-Laws may be amended by a two-thirds vote of the Directors present
at any quarterly meeting, provided that the text of the amendment was
given in the notice of that meeting. However, in no event may any
amendments be made which would affect the corporation's qualification
as a tax-exempt organization pursuant to Section 501(c)(6) of the Code
or corresponding section of any future federal tax code.
ARTICLE XVII - Nonprofit Status
The Board of Directors may, in its sole discretion, elect to seek
exemption from Federal taxation for the Corporation pursuant to Section
501(a) of the Internal Revenue Code of 1986, as amended (hereinafter,
the "Code"). In the event that such exemption is sought and until such
time, if ever, as such exemption is denied or lost, the Corporation
shall not be empowered to engage directly or indirectly in any activity
that it believes would be likely to invalidate its status as an
organization exempt from federal income taxation under Section 501(a)
of the Code as an organization described in Section 501(c) of the Code.
All references to the Code contained herein are deemed to include
corresponding provisions of any future United States Internal Revenue
Law.
ARTICLE XVIII - Non-Discrimination
The corporation shall not discriminate against any person in any manner
on the basis of sex, race, age, religion, handicap or ethnic origin.
ARTICLE XIX - Antitrust Compliance
The Corporation will conduct all of its activities in conformance
with the federal and state antitrust laws, including the Sherman Act,
the Clayton Act, the Robinson-Patman Act, and the Federal Trade
Commission Act. The Board of Directors and the President of the
Corporation shall consult legal counsel and seek legal review
whenever necessary to ensure that the activities of the Corporation
are conducted in conformance with such laws.
ARTICLE XX - Limitation of Liability
Unless otherwise expressly authorized by the Board, the Directors and
officers shall serve without compensation and, pursuant to Section
508:16 of the New Hampshire Revised Statutes Annotated, shall not be
liable for bodily injury, personal injury and property damage if the
claim for damages arises from an act committed in good faith and without
willful or wanton negligence in the course of an activity carried on to
accomplish the purposes of the corporation.
The Directors and Officers of the corporation shall not be liable to the
Corporation or to its shareholders for monetary damages for breach of
their fiduciary duties to the full extent permitted by N.H. RSA Chap.292.
ARTICLE XXI - Indemnification
The corporation shall indemnify and hold its Directors and officers
harmless from and against all suits, claims, injuries, or damages
asserted against them, so long as the Director or officer to be
indemnified has not acted in bad faith or engaged in intentional
misconduct, knowing violation of the law, or derived an improper
personal benefit
In addition to adopting by-laws and electing officers and Directors
as provided therein, the corporation should maintain a record book
containing important documents, accurate records of account, and
minutes of its proceedings at the registered office of the corporation
(i.e, with the Secretary of the corporation).
ARTICLE XXII - Conflict of Interest
Directors required to serve the mission of the Corporation: In
recognition that NHISPA is a corporation held in trust for the public
by its Board of Directors, it is the policy of this Corporation that
its Directors, as the guardians of its mission for the public, shall
serve only to advance its mission. In accordance with state law under
RSA 7:19, Directors shall disclose immediately any potential conflicts
of interest with the mission of the Corporation, and shall resign
immediately if found to be in conflict with its mission.
Directors are required to avoid receiving payments:
In recognition that public confidence and trust are vital to achieving
its mission, it is the policy of this corporation that its Directors
and their immediate families shall take the necessary precautions to
avoid receiving payments of money or other financial benefits from the
corporation because such payments - however well intentioned - threaten
public trust and confidence.
Payments to Directors are limited:
In order to safeguard the integrity and public reputation of the
corporation and its Board of Directors, it is also the policy of the
corporation to prohibit payments of money and other financial benefits
to its Directors and their immediate families except under the limited
circumstances specified in this policy and which comply with state law
under RSA 7:19.
These payments include, but are not limited to, those made to Directors
and their families by the corporation and any of its affiliates, for
goods and services they or their businesses or employer provide, unless
the Board of Directors shall determine that such services are not
reasonably available elsewhere, and publish their reasons for so
determining. Under all circumstances, loans of money or property to
Directors or their immediate family are prohibited.
Immediate disclosure of payments made:
Directors shall immediately notify the Secretary, or other person(s)
the Board may designate, of all payments of money or other financial
benefits exceeding a total of $500 for the fiscal year made to them
and/or their immediate families from the corporation. Such notification
shall be in writing and shall list the purpose, dollar amounts and
value, and recipients of the payments. Once total payments exceed $500
for the fiscal year, separate notification must be made for each
additional payment.
Disclosure of probable or possible future payments:
Directors shall notify the Secretary of any future payments of any size
they or their immediate families anticipate they expect to receive or
possibly might receive from the corporation as soon as they become aware
of them. To give the Board enough time to act, anticipated future
payments must be disclosed in writing at least 45 days before they are
expected to be made or they will automatically be prohibited or, if
made, voided. Such future payments will be permitted only with the prior
written approval of the Board for each payment in accordance with this
policy and state law.
Disclosure by persons who are candidates to be Directors:
As part of the official nomination process for new Directors, persons to
be nominated to the Board for the first time shall fill out and sign the
Conflict-of-Interest Statement and Questionnaire provided and return
these to the Secretary at least seven (7) days prior to the vote.
Candidates shall be disqualified from official nomination if future
expected payments to them and their immediate families are prohibited
under these policies and state laws.
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