SECTION I. NAME
1. The name of this organization shall be NHLoGIN (New Hampshire LOcal Government Information Network).
SECTION II. PURPOSE
1. To promote the use of appropriate technologies by governmental organizations within the State of New Hampshire;
2. To facilitate communications and the exchange of information among governmental organizations and their constituents within the State of New Hampshire;
3. To provide educational opportunities and programs to aid in the professional development of individual members;
4. To provide a forum for the sharing of information and views and analysis of management information systems and other technological matters;
5. To promote legislation developing general principles of economy and efficiency in governmental administration;
6. To cooperate with other organizations established with similar goals;
7. To engage in all other activities as may be necessary or desirable to foster the purposes of the corporation.
SECTION III. PROHIBITED ACTIVITIES
1. The corporation shall not engage in any activity directly or indirectly in support or opposition of any political party or candidacy of any individual for public office.
2. No part of the receipts of the corporation shall inure to the benefit of any individuals (other than reasonable compensation for services rendered to or for the corporation).
3. The corporation shall not be operated for profit and shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt under Section 501(c)(6) of the Internal Revenue Code and its Regulations.
SECTION IV. MEMBERSHIP
1. "Regular Members" of the corporation shall consist of elected or appointed officials or employees of the State of New Hampshire or any political subdivision thereof who have paid dues. Regular members may include but not be limited to such titles as city and town managers and administrators, school business administrators, municipal administrative assistants, MIS directors, and technology coordinators.
2. "Associate Members" shall consist of all other individuals who have an interest in the goals and objectives of NHLoGIN and who have paid dues. Associate members shall have all rights and privileges in NHLoGIN except that such Associate members may not hold office or vote.
3. "Honorary Members" shall be designated by the Executive Board and shall have all the rights and privileges in the corporation except that such honorary members may not hold office or vote.
4. "Vendor Members" shall consist of representatives of for-profit organizations or individuals who, in the course of their regular business activities, have dealings with the State of New Hampshire or any political subdivisions thereof. Vendor members may not hold office or vote.
5. The right to reject any application for membership or the renewal of any membership is hereby reserved for the Executive Board.
SECTION V. OFFICERS AND EXECUTIVE BOARD
1. Officers: The Officers of this Corporation shall be a President, a Vice-President, a Secretary, and a Treasurer who shall be elected by the membership of the Corporation at the Annual Business Meeting. Officers of the corporation shall be either elected or appointed officials or employees in local government.
2. Executive Board: The Executive Board shall consist of the Officers of the corporation, plus the following positions:
a. two members to be appointed by the officers who are employed full-time in informational technology positions at the local level;
b. two members elected at large by the Corporation membership;
c. the Immediate Past President, defined as the person who has most-recently held the office of President. Should no current regular member meet that definition, or if that person is serving in another Board position or is unable or unwilling to serve in this capacity, the remaining Executive Board members may declare this position temporarily changed to "Pro-Tem Board Member" and appoint any regular member to that position, whose term shall continue until the date of the next Annual Business Meeting, at which time the Immediate Past President position shall be automatically reinstated and then reevaluated under this paragraph;
d. Up to five (5) Delegate Board Members as defined in SECTION V.4.
3. Terms of Office:
a. Officers: The term for all elected Officers shall be two years, as measured by Annual Business Meeting dates. No officer may serve more than two (2) consecutive terms in the same office except by the unanimous vote at the Annual Business Meeting. Terms shall expire on the date of the Annual Business Meeting held in the last year of the term.
b. Executive Board Members: The term for all other Executive Board members, except a Pro-Tem Board Member and all Delegate Board Members, shall be two years. No such Executive Board member may serve more than two (2) consecutive terms in the same office except by the unanimous vote by the remaining Executive Board members present and voting.
c. Pro-Tem Board Member: For term of office, reference SECTION V.2.c.
d. Delegate Board Members: For term of office, reference SECTION V.4.e.
4. Delegate Board Members: Any LGC-Affiliated organization, and any other New Hampshire-based non-profit organization having to do with local governmental interests, may be offered one of five Delegate Board Member positions on the Executive Board.
a. Delegate Board Members must be formally accepted by vote of the NHLoGIN Executive Board.
b. Only one Delegate Board Member may be seated from any given organization. The organization must formally appoint such Delegates, and Delegates must maintain their membership in that organization during their term on the NHLoGIN Executive Board.
c. Delegate Board Members must meet the criteria for Regular Membership, including paying dues.
d. Delegate Board Members will be vested with voting rights like any other Board position. However, delegate positions shall not be counted in determining a quorum.
e. The term for all Delegate Board Members shall be one year but a given Delegate may be renewed by their sponsoring organization any number of times, subject to meeting all other criteria and with the consent of the NHLoGIN Executive Board.
f. Unless otherwise specified in this paragraph, Delegate Board Members shall be subject to the same requirements and obligations of any other appointed Board position.
5. A Board Member cannot occupy more than one position at any point in time.
SECTION VI. DUTIES OF OFFICERS AND EXECUTIVE BOARD
1. The President shall be the chief executive officer of the corporation and perform the duties usually incumbent upon the office. He/she shall appoint all members of any committee except as otherwise provided by these By-Laws or unless the corporation at the Annual Business Meeting or any Special Meeting provides otherwise. He/she shall be authorized to sign checks on an emergency basis in the absence of the Treasurer but under the same restrictions as the Treasurer. He/she shall be chairman of the Executive Board and preside at all corporation meetings.
2. The Vice-President shall perform the duties of the President during absence, sickness, or inability of the President to perform his/her duties. The Vice-President shall automatically assume the office of the President when the President's position becomes vacant due to any cause.
3. The Secretary shall keep a fair and accurate record of all of the proceedings of the corporation at regular and special meetings of all of the doings of the Executive Board with a record of any votes upon any subject taken at a meeting of the Executive Board.
4. The Treasurer shall be the custodian of all the money and funds of the corporation. The Treasurer shall keep a fair and accurate account of all receipts and disbursements and render an account thereof at each regular meeting and at such times as the Executive Board shall determine. The Treasurer shall pay out funds of the corporation only upon direction of a majority of the Executive Board.
5. The Executive Board shall have full power and authority to act and perform all duties which the corporation might do or perform during the interval between meetings and may, if a majority of the Board deems it advisable, direct the President to call a special meeting of the corporation to consider any matter which the Board believes should be considered by the whole corporation. The Board may authorize and delegate to the President, or in case of the absence or inability of the President, the Vice-President with the Secretary and Treasurer the power and authority to exercise the powers of the Board so far as they relate to matters and things arising out of the routine management of the corporation requiring the formal action of the Officers during intervals between meetings of the Board.
6. In responding to State technology initiatives, the Board shall recruit and assemble NHLoGIN members, members from LGC affiliates, and other sources for the appointments of State IT stakeholder groups or other application stakeholder work teams for addressing information technology related issues and applications.
7. The Executive Board shall appoint a committee of three (3) members to audit the Treasurer's books upon the close of the corporation's business year. A report of the Executive Board's findings shall be made to the membership at the Annual Business Meeting.
SECTION VII. ELECTIONS AND APPOINTMENTS
1. The Executive Board shall be responsible for the preparation of the annual nominations for corporation officers and the two at-large Executive Board members. The Executive Board may delegate this task to a Nominating Committee.
2. Other nominations may be made from the floor at the Annual Business Meeting prior to taking a vote.
3. Elections shall take place at the Annual Business Meeting, for all positions whose terms expire at that Meeting. Only those members physically present may vote; no proxy voting shall be permitted.
4. Elections shall take place one position at a time, in the following order as applicable: President, Vice-President, Secretary, Treasurer, and both At-Large positions. The presiding officer shall concede that role to another Officer, or any regular member if no Officers are present, during any election for a position that the presiding officer is a candidate. Should only one candidate be nominated for a given position, the voting may be by simple voice vote of the Membership present. In all cases where two or more candidates for a position exist, or if the presiding officer rules that the voice vote is inconclusive, voting shall be by paper ballot.
5. As soon as possible following the elections, the Officers shall fill all open appointed positions.
6. As soon as possible following the elections, the Executive Board shall evaluate whether a Pro-Tem Board Member position is necessary as defined in SECTION V.2.c.
SECTION VIII. VACANCIES
1. Vacancy to any office will exist:
a. Upon expiration of a term and no person has been elected or appointed to fill said position; or
b. upon death or resignation of an officer or Executive Board member; or
c. when an officer or Executive Board member no longer qualifies for regular membership in NHLoGIN; or
d. when the officer or Executive Board member is convicted of a felony; or
e. when the officer or Executive Board member fails to satisfactorily meet the requirements of office as determined by the unanimous vote of remaining Executive Board members present and voting.
2. Should the President's position become vacant, the Vice-President shall become the President immediately for an interim term to expire at the next Annual Business Meeting, at which time an election shall be held to select a President. This action shall create a vacancy in the position of Vice-President. Persons so elected shall begin a new full term as defined in SECTION V.3.
3. When a vacancy occurs on the Executive Board for any elected position other than the President, the President shall, with the consent of the Executive Board, appoint a regular member to fill that position for an interim term from the date of appointment until the next Annual Business Meeting, at which time an election shall be held for that position. Persons so elected shall begin a new full term as defined in SECTION V.3.
4. When a vacancy occurs on the Executive Board for any appointed position, the President shall, with the consent of the Executive Board, appoint a regular member to fill that position for an interim term from the date of appointment until the close of elections at the next Annual Business Meeting, at which time the position shall be filled by the normal appointment process for a new full term as defined in SECTION V.3.b.
5. When a vacancy occurs on the Executive Board for the position of Immediate Past President, the Board shall convert that position to "Pro-Tem Board Member" as defined in SECTION V.2.c.
6. In all cases, interim terms shall not be counted toward any term limits described in SECTION V.
SECTION IX. MEETINGS
1. Annual Business Meeting: The Corporation shall convene an Annual Business Meeting each year between September 1 and December 31. This meeting shall normally occur at a time and place coinciding with the annual municipal conference held by the NH Local Government Center, but can be at a different time and place at the discretion of the Executive Board. The Annual Business Meeting shall serve the purposes of holding elections, amending these By-Laws, and conducting any regular business that may arise, and shall also function as the date of term endings and beginnings as described elsewhere in these By-Laws. Notice of this meeting shall be sent either by postal mail, by electronic mail (e-mail), or by both means, to all members at least ten (10) days in advance. "Only those members physically present may participate in transacting any business at such meetings.
2. Regular Meetings: In addition to the Annual Business Meeting, the Executive Board shall hold between three (3) and eleven (11) regular meetings at reasonably uniform intervals throughout the year. These meetings shall be open to all members and shall be for conducting regular and usual business activities other than elections and by-law amendments.
a. Board members may attend these meetings in person, by means of telephone or electronic equipment, or in any other manner, such that all participating members are able to communicate with each other contemporaneously; however, all Board members must attend at least two regular meetings in person in any twelve-month period.
b. Any regular meeting may still be held if a quorum is not present; however no official business may be transacted during that time.
c. Notice of regular meetings shall be transmitted by the Secretary to members at least one (1) day in advance. Email sent to the NHLoGIN list serve or posted to the NHLogIN website one (1) day in advance shall suffice as valid notice.
3. Special Meetings: The Corporation may hold special meetings when one is called by the President under the direction of the Executive Board. Special meetings may be called for any purpose, however, said purpose must be publicized via mailed notice sent by the Secretary to all regular members at least ten (10) days in advance. A special meeting may only transact the business dealing with the purpose for which it was called. Only those members physically present may participate in transacting any business at such meetings.
4. Any Board member who fails to attend three consecutive meetings of any type and without providing advance notification to the presiding officer, or who fails to attend a majority of meetings (whether or not quorums were present) held in any twelve-month period shall be subject to removal from the Board upon a simple majority vote at any meeting on or after that condition becomes effective.
5. Quorum: A quorum is necessary to transact business.
a. At the Annual Business Meeting, a quorum shall consist of all regular members physically present. At all other meetings, a quorum shall consist of a majority of the Executive Board members, excluding Delegate Board Members, whose positions are not currently vacant or being treated as vacant as described next.
b. In all cases where a Board member is eligible for removal from the Board for any valid cause, including due to lack of attendance (as defined in SECTION IX.4), or due to any cause for vacancy (as defined in SECTION VIII); or due to suspension for failure to pay dues (as defined in SECTION X.3); but where said Board member has not yet officially vacated his/her position, that Board member's position shall be treated as vacant for the purposes of determining whether a quorum exists.
SECTION X. DUES AND FINANCE
1. Dues shall be assessed on an annual basis, the basis and amount to be determined by the financial needs of the corporation and established by the Executive Board.
2. The annual dues shall be payable on application for membership and as of January 1 in each year thereafter.
3. Membership may be suspended from the corporation for delinquency in payment of dues after March 1 of the fiscal year.
4. The corporation may accept donations, gifts, or grants in order to further its purposes. Full disclosure of all cash and physical assets shall be made to any member upon request.
5. The fiscal year for the corporation shall be the calendar year, January 1 through December 31.
SECTION XI. AMENDMENTS
1. Upon petition of 10% of the membership, or by proposal of the Executive Board, amendments to these By-Laws may be recommended to the membership present at any Annual Business Meeting or Special Meeting of the corporation. An amendment shall be adopted by an affirmative vote of a majority of the regular members present and voting.
2. Notice of said meeting shall include a statement of the proposed amendment.
SECTION XII. REPRESENTATION BY LGC AFFILIATE GROUPS AND LOCAL GOVERNMENT PROFESSIONAL ORGANIZATIONS
1. The Executive Board may request appointments from any affiliate group of the Local Government Center as well as any local professional organization in county or municipal government, for the purposes of serving on any NHLoGIN Committee or as a stakeholder representing NHLoGIN on any project or endeavor of interest to the Executive Board. The Executive Board shall assign Committee positions that take advantage of the particular expertise that the representative brings.