The principal office of NHSTA in the State of New Hampshire shall be located in Concord, New Hampshire. The corporation may have such other offices, either within or without the State of New Hampshire as the Board of Directors may designate or as the business of the corporation may from time to time require.
Section 1. 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 a Board of Directors. Section 2. Notice of Meeting. Written, printed or electronic notice stating the place, day and hour of the meeting and, in the case of special meeting, the purpose or purposes for which the meeting is called shall be delivered not less than five (5) nor more than thirty (30) days before the date of the meeting, either personally, electronically or by mail, by or at the direction of the President, or the Secretary, or the Officer or persons calling the meeting, to each incorporator.
Section 1. Individual, institutional, and other designated membership categories and the rates and qualifications for each shall be established by the Board of Directors. Section 2. All individual members in good standing in any established category shall be eligible to vote and hold office. All non-individual memberships categories are ineligible to vote and hold office. Section 3. The Board of Directors shall have the right to refuse membership to any individual for due cause or to suspend or to rescind membership of an individual or group for due cause. Section 4. An Annual Membership Meeting shall be held each year. Notification of such meeting shall be made to the membership a minimum of four weeks prior to the meeting date. A quorum of the Board of Directors of the Association must be present in order to conduct business. All appropriate business of the Association, except nominations and election of Officers, may be conducted at the annual membership meeting. All actions and motions of the membership meeting, with the exception of changes in the Articles of Agreement, shall be considered advisory to the Board of Directors of the Association. Section 5. All members in good standing are invited to attend all open meetings of the Board of Directors.
Section 1. General NHSTA shall be governed by a Board of Directors consisting of the elected Officers and at least seven Directors-at-Large, one of whom shall be the Immediate Past President. Directors-at-Large shall be appointed annually by the Officers at their first organizational meeting. Directors-at-Large shall be chosen to represent, to the extent possible, New Hampshire's geographic regions and the various educational levels and science disciplines found within the State. NHSTA���s incorporators shall select the initial Board. When the term of any Director-at-Large is about to expire or if a Director-at-Large or Officer is unable to complete a term, the vacancy shall be filled by a majority vote of the Officers, not including the Officer being replaced. Section 2. Control and Power The Board shall have the exclusive control and power to manage the activities, property and affairs of NHSTA and shall determine the manner in which the funds of NHSTA, both principal and income, shall be applied within the limitations of the NHSTA's Articles of Agreement, these Bylaws, the Code and Chapter 292 of the New Hampshire Revised Statutes Annotated. Section 3. Meetings The annual meeting of the Board shall be held at such place and time as determined by the Board. Regular and special meetings of the Board, or any committee thereof, shall be called by the President or at the request of two-thirds (2/3) of the membership of the Board and shall be held at such time and place as may be set forth in the notice thereof, provided that at least five (5) days' advance notice (in writing or otherwise) of every meeting shall be given to each Director or member of a committee. Such notices shall be sent to the addresses shown on the records of NHSTA. Any Directors may waive notice of a meeting by an instrument in writing filed with the records of the meeting or attendance at the meeting without protest. At all meetings of the Board a majority of the Directors shall constitute a quorum for the transaction of business, and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise expressly required by the Corporation's Articles of Agreement, these Bylaws or Chapter 292 of the New Hampshire Revised Statutes Annotated. If a quorum is not present at any meeting of the Board, the Directors present may adjourn the meeting from time to time, without notice other than announcement, until a quorum shall be present or available. Section 4. Committees The President may designate one (1) or more standing committees. Such committee(s) shall consist of two (2) or more Directors and shall have such powers and duties as the Board deems desirable. Section 5. Removal Any Director may be removed with or without cause at a meeting of the Board duly called for such purpose by a two-thirds (2/3) majority vote of the disinterested members of the Board. Section 6. Resignation Any Director may resign at any time by giving written notice to the President or the Secretary. Any such notice shall take effect as of the date of the receipt of such notice or at any later time specified therein. Section 7. Vacancies If the position of any Director shall become vacant by reason of death, resignation, disability, retirement, disqualification, removal from office, or for other cause, the remaining Officers shall elect a successor(s) for the unexpired term of such Director. Section 8. Compensation No Director or Officer is to receive compensation for services.
The President shall annually appoint a Nominating Committee. The Nominating Committee shall identify and nominate well-qualified candidates for each of the elective offices of NHSTA and make recommendations to the Board of Directors.
Section 1. General NHSTA shall have as Officers a President, a First Vice President, a Second Vice President, a Secretary, and a Treasurer, all of whom are elected by the membership. The Officers will also include the Immediate Past President and one Director-At-Large, who is elected by the sitting Board of Directors. Section 2. Terms of Office Officers shall serve for a term of one year or until their successors are elected and installed. The President, a First Vice President, a Second Vice President, a Secretary, and a Treasurer may serve no more than two consecutive terms in the same office. Installation of Officers shall be held at the first annual meeting of the new board at a time and place to be determined by the President. Section 3. President The membership shall elect the President. The President shall preside over meetings of the Board of Directors and shall be responsible for the agenda and general conduct of such meetings. He/she will represent NHSTA at local, civic, and community activities which require NHSTA���s attendance. Section 4. First Vice President The membership shall elect the First Vice President. The First Vice President shall preside over meetings of the Board of Directors when the President is unable and shall serve as chair of the fall conference. Section 5. Second Vice President The membership shall elect the Second Vice President. The Second Vice President shall preside over meetings of the Board of Directors when the President and First Vice President are unable. The Second Vice President shall serve as chair of the spring conference and assist the First Vice President with the fall conference. Section 6. Treasurer The Treasurer shall be elected by the membership and shall keep correct and complete records of accounts accurately showing at all time the financial condition of NHSTA. Subject to the direction of the Board, the Treasurer shall be the legal custodian of all funds of NHSTA, shall keep a detailed account of its income and expenditures, and shall be responsible for payment of all expenditures of NHSTA. The Treasurer will assure that all legal forms and documents are filed in accordance with the IRS and the State of New Hampshire. Section 7: Secretary The Secretary shall be elected by the membership and shall keep the minutes and records of NHSTA, maintain the NHSTA Policy Manual, maintain correspondence as requested by the President, and in general, perform all duties incidental to the office of Secretary and such other duties as may be assigned by the President or the Board. Section 8. Removal Any Officer may be removed with or without cause, from such office by a two-thirds (2/3) vote of the majority of the disinterested members of the Board at a meeting of the Board called for such purpose. Section 9. Resignation Any officer may resign at any time by giving written notice to the Board or to the President or the Secretary of NHSTA. Any such notice shall take effect as of the date of the receipt of such notice or at any later time specified herein. Section 10. Vacancies In the event of resignation, retirement, disqualification, death, disability or removal from office, for any reason whatsoever, of any Officer of NHSTA, the vacancy so created shall be appointed by a majority of the Officers.
The By-Laws may be altered, amended, or repealed and new By-Laws may be adopted by a majority vote of the Directors present at any regularly scheduled board 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)(3) of the Code or corresponding section of any future federal tax code.
The Directors and Officers of NHSTA shall, to the fullest extent permitted by N.H. RSA Chap. 292, not be liable to NHSTA or to its shareholders for monetary damages for breach of their fiduciary duties.
NHSTA 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.
Any possible conflict of interest on the part of any member of the Board, Officer or employee of NHSTA, shall be disclosed in writing to the Board and made a matter of record through an annual procedure and also when the interest involves a specific issue before the Board. Where the transaction involving a board member, trustee or officer exceeds five hundred dollars ($500) but is less than five thousand dollars ($5,000) in a fiscal year, a two-thirds vote of the disinterested Directors is required. Where the transaction involved exceeds five thousand dollars ($5,000) in a fiscal year, then a two-thirds vote of the disinterested Directors and publication in the required newspaper is required. The minutes of the meeting shall reflect that a disclosure was made, the abstention from voting, and the actual vote itself. Every new member of the Board will be advised of this policy upon entering the duties of his or her office, and shall sign a statement acknowledging, understanding of and agreement to this policy. The Board will comply with all requirements of New Hampshire law in this area and the New Hampshire requirements are incorporated into and made a part of this policy statement.
Upon the dissolution of NSHTA, the Board of Directors shall, after paying or making provisions for or the payment of all liabilities of NHSTA, shall distribute the remaining assets to any agency or organization which is interested in science education in New Hampshire and is exempt from taxation under Section 501 (c)(3) of the Internal Revenue Code of 1986, or corresponding section of any future federal tax code.