Download NHGAA Constitution And By-Laws

Constitution

Article I – Name

This Organization shall be known as the New Hampshire Graphic Arts Asso-ciation.
The address of this Association shall be the business address of the Secretary unless otherwise determined by the Board of Directors.
The official seal and insignia of the organization shall be prescribed by the Board of Directors.

Article II - Objects and Purposes

To create and conduct an educational program for the advancement and shar-ing of knowledge and skills in the printing, lithography, publishing and allied trades and industries.
To establish and maintain a public relations program designed to acquaint users of the printed material with the facilities and skills available within the Graphic Arts Industry in New Hampshire.
To establish a Code of Ethics, agreeable to the trade and its customers.
To encourage friendship and good fellowship among its members.

Article III – Membership

Executives and supervisory personnel of Graphic Arts plants in New Hamp-shire; representatives of companies engaged in graphic arts or allied indus-tries, representatives of educational institutions maintaining departments which contribute to the scientific and mechanical progress of the industry; and those whose eligibility shall be determined by the Board of Directors of the Associa-tion at the time of application for membership.
Honorary membership may be conferred on those who have achieved emi-nence in the industry, or who have rendered outstanding service to the indus-try or to the New Hampshire Graphic Arts Association.
Nominations for honorary membership shall originate in writing and shall be submitted to the Board of Directors for approval. Honorary members shall be exempt from paying dues.

By-Laws

Officers - The Officers shall consist of a President, First Vice-President, Second Vice-President, Secretary and Treasurer. They shall be elected by ballot at each April meeting. If there is more than one candidate for an office the election shall be by secret ballot. All officers shall be elected for two-year terms.

The President - It shall be the duty of the President to preside at all the meet-ings of the Association. He/she shall appoint all committee chairpersons, sub-ject to the approval of the Board of Directors, and be a member Ex-officio of all committees. He/she shall perform such other duties as may be incidental to the office of the President.

The Vice-President(s) - It shall be the duty of the First Vice-President, in the absence or disability of the President, to perform the duties and exercise the powers of the President. He/she shall perform such other duties as the Board of Directors shall prescribe. It shall be the duty of the Second Vice-President to perform the duties of the First Vice-President in her/his absence.

The Secretary - It shall be the duty of the Secretary to attend all meetings of the meetings and the Board of Directors. He/she shall keep a record of the preceding of all meetings and record all votes in a book to be kept for that purpose. He or she shall have with him or her at all meetings such book and other records. He/she shall give notice of all meetings. He/she shall perform such other duties as may be prescribed by the Board of Directors or President, He/she will be under the supervision of the President.

The Treasurer - The Treasurer shall have the custody of the corporate funds and securities and shall keep a full and accurate account of receipts and dis-bursements in books belonging to the Association and shall deposit all monies and other valuable assets, in the name of and to the credit of the Association in such depositories as may be designated by him/her. He/she shall disburse the funds of the Association as may be ordered by the Board of Directors, tak-ing proper vouchers for such disbursements, and shall render to the President and Directors at regular meetings of the Board, or whenever they may require, an account of all his/her transactions as treasurer, and of financial condition of the Association. He/she shall keep a roster of the members and their stand-ing. He/she shall furnish to the Board of Directors a summary before the an-nual meetings.

Checks - All checks or demands for money and notes of the Association shall be signed by the Treasurer and the President.

Board of Directors - The property and business of the Association shall be man-aged by the Board of six Directors and the President, 1st Vice-President, 2nd Vice-President, the Secretary, the Treasurer and the immediate Past President. At each April meeting thereafter the members shall choose by ballot three Di-rectors who shall hold office for two years.

The Board of Directors shall have the power to remove any Officer or Director from the Association should this be deemed necessary for the best interest of the Association and its members and by a two-thirds vote of the full Board. When any member of the Board of Directors has been absent for three con-secutive meetings of the Board his/her absence shall be brought to the atten-tion of the Board sitting at the time. The Board may fill such vacancy from the membership by the majority of the Board sitting.

The Board of Directors shall meet monthly, or as they may from time to time determine. Seven members of the Board of Directors including the officers shall constitute a quorum.

In addition to the powers and authority expressly conferred upon them by these By-Laws, the Board of Directors may exercise such power and authority as are lawful acts, which are not denied by statute, or by the rules and By--Laws of the Association.

Vacancies - If the office of any Director or any Officer becomes vacant by reason of death, resignation, retirement, disqualification, removal from office, or other-wise, the Directors then in office, by a majority vote, may choose a successor, or successors, who shall hold office for the un-expired term in respect of which such vacancy occurred.

Duties of the Officers may be delegated. In case of the absence of any Officer of the Association for any reason that the Board may deem sufficient, the Board may delegate for the time being the powers or duties of any Officer or Director providing two-thirds of the Board concur therein.

Nominations-Elections - At the regular meeting of the Association each February the President shall appoint five members as a Nominating Committee. This Committee shall present a prospective slate of Officers at the March meeting of the Association in the form of a printed ballot to permit the insertion of other names by members when voting. No member shall be eligible for nomi-nation to more than one elective office at one term. No member shall be eli-gible to be an Officer of the Association who has not discharged all financial obligations to the Association.

At the March meeting the report of the Nominating Committee shall be voted upon. The Committee shall distribute, collect and count the ballots and an-nounce the results at the April meeting.

At the annual meeting in May the retiring President shall install the new Presi-dent and the latter shall then install the other Officers elected.

Before taking office, all Officers elected shall repeat after the installing Officer the following obligation:

“I (name) hereby pledge myself to faithfully perform my duty as (office) of the New Hampshire Graphic Arts Association and to uphold at all times its rules and standards, and to protect its interests.”

Auditors - The President shall appoint three members to act as auditors and they shall audit the books and accounts of the Association once each year as of 31st of May and shall make their report to the meeting of the Board of Directors in the month of June.

Committees - The President may name Standing Committees, choosing from the membership a representation from the various trades geographical sections, and member companies in so far as it is practicable.

Committees shall be named by the President as deemed necessary with the approval of the Board of Directors. The President shall appoint the Commit-tee chairperson subject to the Board of Directors' approval. Upon the appoint-ment of a chairperson, it will be his/her responsibility to name their commit-tee, upon which this Committee will report to the Board of Directors through its chairperson at each monthly Board of Directors meeting or when deemed necessary. Meeting of the Committees may be called at any time by the chair-person. The President shall be ex-officio member of all committees.

Educational Program - The educational program of the Association may be initi-ated and directed by an Educational Committee to be appointed by the Presi-dent each year. The expenses of the Educational Committee may be paid from the general fund. Any accrued funds of the Educational Committee shall re-vert to the general fund.

Dues and Membership - All applications for membership shall be submitted to the Board of Directors in writing and shall contain the full name, address and trade position of the applicant and shall be signed by an executive of the firm where he/she is employed, which firm must be a member of the Association.

Members desiring to terminate their membership may do so by presenting their resignation in writing together with the payment to the treasurer for any indebtedness to the Association.

The annual dues shall be determined by the Board of Directors in the month of September for the ensuing year. Dues are payable in advance on the first day of June of each year.

The names of the members ninety days in arrears of dues shall be presented by the Treasurer to the Board of Directors who shall have authority to suspend delinquents.

Any member who has been suspended for nonpayment of dues may be rein-stated upon payment of full amount of delinquency when reinstated.

Newly elected members shall be introduced by the President at the first regu-lar meeting following acceptance. Such ceremonies as may be prescribed by the Board of Directors will be carried out at that time.

Meetings - All NHGAA meetings may be held at a place designated by the Board of Directors.

The regular meeting shall be held during the months of September, October, November, January, February, March, April, and May, on the third Thursday thereof, or at the discretion of the Program Committee.

Special meetings shall be called by the President or by the Board of Directors or by signed petition of ten members of the Association who are in good stand-ing. Such petition shall be presented to the President who shall issue a call for a special meeting within two working days from the receipt of the petition. Notices of special meetings shall be mailed to the members at least three work-ing days prior to the time set for the meeting. The notice shall state the pur-pose of the special meeting, and no other business shall be presented to the meeting.

Reservations must be made for dinner meetings. All reservations are a firm commitment and will be charged for as such. By-Laws, cont.

Fiscal Year - The fiscal year shall begin the first day of June of each year.

Amendments - These By-Laws may be altered or amended by an affirmative vote of three-quarters of a quorum of the Board of Directors present and voting if the alteration or amendment be proposed in writing at a previous meeting or spe-cial meeting of the Board of Directors.

Amendments

By-Laws are amended as follows:

12/02/2002

Meetings may be held at a time designated by the Board of Directors. Using current technology, meetings may be held in person, via tele-conference, e-mail or via the internet.
Five members of the Board of Directors including the officers shall constitute a quorum.
For motions made, seconded, discussed, and voted upon, a simple majority affirmative vote of these members voting carries the motion.