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DRAFT 10/20/97






Section 1. Name.


This organization is an association formed under the State laws of New Hampshire and shall be known as the Henniker Business Association hereinafter referred to as the Association.


Section 2. Object.


This Association is organized for the purpose of promoting the growth and prosperity of Henniker, New Hampshire and to foster and to assist its commerce by encouraging supportive policies at the local and state level and to enhance the public image of local businesses.


Section 3.  Limitation of Methods.


The Association shall be nonprofit, nonpartisan and nonsectarian.


Section 4.  Location and Address.


The Location and Address of the Association will be determined, from time to time, by the Board of Directors.  The Board is authorized to secure a Post Office Box for the purpose of receiving mail.  The mailing address of the Association is P.O. Box 885, Henniker, NH  03242.

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Section 1.  Eligibility.


Any business acting as a firm, individual, professional, association, corporation, partnership having an interest in the above objective, located within the Town of Henniker or within two (2) miles by road from the Town lines, shall be eligible to apply for membership.


Section 2.  Election.


Application for membership shall be in writing on the forms specified.  Applications will be submitted to the Board of Directors, and Memberships approved by the Board will begin upon payment of dues.

Section 3.  Dues.


Membership dues shall be at such rate or rates, schedules or formulas as may be from time to time prescribed by the Board of Directors or determined annually by a vote of the membership payable annually in advance.


Section 4.  Termination.

a) Any member may resign from the Association upon written request to the Board of Directors.

b) Any member shall be expelled by the Board of Directors by a two-thirds vote for nonpayment of dues after ninety (90) days from the due date unless otherwise extended, for good cause.

c) Any member may be expelled by a two-thirds vote of the Board of Directors at a regularly scheduled meeting thereof for conduct unbecoming a member or prejudicial to the aims or repute of the Association, after notice and opportunity for a hearing are afforded the member complained against.


Section 5.  Exercise of Privileges.

Any firm, professional, association, corporation, partnership holding membership may nominate individuals whom the holder desires to exercise the privileges of membership covered by its subscription subject to approval by the Board of Directors.


Section 6.  Voting Restriction of Members.


Every active member of the Henniker Business Association in good standing is entitled to one vote in any election, referendum, or membership meeting.

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Section 1.  Annual Meeting.


The annual meeting of the Association shall be held on the 1st Wednesday of May each year or at such other time and place as determined by the Board of Directors and notice thereof mailed to each member at least ten (10) days before said meeting.


 Section 2.  Additional Meetings.


a) General  meetings of the Association may be called by the President at any time, or upon petition in writing of any ten (10) active members in good standing.  Notice of special meetings shall be mailed to each member at least ten (10) days prior to such meetings.


b) The Board of Directors shall meet at least four (4) times per year.  Special meetings may be called upon written application of three (3) members of the board.  Written notice (including the purpose of the meeting) shall be given to each Director at least one day prior to said meeting.


c) Committee Meetings may be called at any time by the President or Vice President or by the Chairman of the Committee.


d) A schedule of general membership meetings will established and published annually by the Board of Directors.


Section 3. Quorums.


a) At any duly called General Meeting of the Association, a majority of the active members present and voting shall constitute a quorum.


b) A majority of the directors shall constitute a quorum of the Board of Directors. 


c) If there is no quorum at any meeting, action taken shall require a two-thirds vote by those present at the meeting.


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Section 1. Composition of the Board.


The Board of Directors shall be composed of not less than five (5).  Directors shall be elected annually to serve for three (3) years or until their successors are elected and have qualified.  for the formation of the original Board, two (2) will be elected for three years, two (2) for 2 years, and one (1) for one year.

Section 2.  Annual Reorganization of the Board.


The Board will meet within ten (10) days of the Annual Meeting to qualify and elect the following officers: President, Vice President, Treasurer and Secretary.  No member may serve as President for more than two consecutive terms.  The President shall appoint all committees other than Standing Committees set forth in these By Laws, and to assure that reporting on the activities of each committee is done at each meeting.


Section 3.  Selection of Directors.


During the first week in January, the President shall designate five (5) Active Members as a Nomination Committee.  The President shall designate the Chairman.


Section 4.  Candidates.


Twenty (20) days prior to the Annual Meeting, the Nominating Committee shall present to the President a slate of candidates for election to the Board of Directors, confirming the fact by personal contact with the candidates by the committee that they were willing to accept directorship responsibility.  Nominations will also be accepted from the floor at the Annual Meeting.


Section 5.  Publicity.


The report of the Nomination Committee shall be included in the Notice of the Annual Meeting.


Section 6.  Vacancies.


Vacancies of the Board of Directors or among the officers shall be filled by the Board of Directors by a majority vote, such directors to serve until next Annual Meeting at which time a replacement for that vacancy will be elected.  If any member of the Board of Directors shall fail to attend three successive meetings the President shall, in writing, call such failure to his/her attention and if satisfactory excuse is not received within 30 days that individual shall cease to be a member of the Board, and the vacancy this created shall be filled as provided above.


 Section 7.  Policy and Management.


All policies of the Board will be recorded in the Minutes for easy reference by the Officers, Directors and Administrative Staff.  The Board shall adopt such rules and regulations as may be required to conduct the affairs of the organization.  The Management of the Association shall be vested in the Board of Directors, which shall control its property, be responsible for

its finances, and direct its affairs.  The Board is authorized to employ such secretarial and clerical assistance as it may need, in the management of the Association.


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Section 1.  Duties of Officers.


a) President:  The President shall be the head of the Association and shall preside at all meetings of the membership and the Board of Directors.  He/She shall determine the need for committees, subject to the approvals of the Board of Directors.  He/She shall, with the counsel and advice of the Vice President select all committee chairmen, and assist in the selection of committee personnel.  With the formal approval of the Board of Directors, he/she shall sign all deeds, contracts and other instruments affecting the operation of the Association or any of its properties.

b) Vice President: He/She shall serve as assistant to the President of the Association, performing the duties of the President in the absence of that officer.


c) Treasurer: He/She shall serve as Treasurer of the Association and sign all checks authorized.  He/She shall be the technical custodian of all funds of the Association and shall prepare a monthly financial report and an Annual Financial Report for the membership of the Association at the Annual Meeting.


d) Secretary: The Secretary shall keep the official records of the Association, act as agent for service of process, and shall conduct the correspondence, preserve the records, documents, and communications, and maintain an accurate record of the proceedings of the Association and the Board of Directors meetings.  The Secretary shall serve as secretary of the Association when required.

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Section 1.  Appointment and Authority.


The President shall appoint all committees subject to confirmation by the Board of Directors.  The Board shall authorize and define the powers and duties of all standing and special committees except those committees whose functions are set forth in these by-laws.  Committee appointments shall be at the will and pleasure of the President and in no event shall exceed the term of the appointing President.  It shall be the function of the committee to make investigations, conduct studies and hearings, make recommendations, to the Board of Directors and to carry on such activities as may be delegated to them by the Board.


Section 2.  Limitation of Authority.


No committee shall take or make public any formal action, or make public any resolution, or in any way commit the Association on a question of policy without first receiving approval of the Board of Directors.  Special committees shall be discharged by the President when their work has been completed and their reports accepted, or when, in the opinion of the Board of Directors, it is deemed wise to discontinue the committee.


Section 3.  Special Committee.


Any number of members who desire to be associated together as a group for the purpose of promoting more effectively the special business, progression, or activity in which they are interested may form a Committee of the Association if the Board of Directors shall approve.


Section 4.  Budget and Finance Committee.


A Budget and Finance Committee shall be appointed annually by the President.  The committee shall from time to time advise the Board of Directors with respect to the financial condition and financial policies of the organization.  They shall suggest ways and means of conserving and increasing the membership and revenues of the Association.  The committee, with the President shall be responsible for assisting the administration in establishing the budget necessary to meet the requirements of the Association's program of work.  The committee, with the President, shall be responsible for determining the ways and means by which budget requirements are met.  At least thirty (30) days prior to the Annual Meeting, the Budget and Finance Committee, in conjunction with the President and Vice President shall present a budget of estimated income and expenditures and submit it to the Board of Directors.  As passed by the Board, this budget shall serve as the Appropriation measure of the Association, to be voted upon by the Membership at the Annual Meeting.  No committee may exceed its appropriation without prior consent of the Board.

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Section 1.  Funds.


a) All money paid to the Association shall be placed in a general operating fund.  Funds unused or unencumbered from the current year's budget will be carried over to the next year's budget.


b) Grants, contributions, bequests and donations to the Association shall be made in writing.  All such are subject to the approval by the Board of Directors.


Section 2. Disbursements.


No obligation or expense shall be incurred and no money shall be appropriated without prior approval of the Membership. Upon approval of the budget, the Treasurer is authorized to make disbursements on accounts and expenses provided for in the Budget without additional approval of the Board of Directors.  Any other disbursements require written approval by the Board of Directors.  Disbursements shall be by check. Checks shall normally be signed by the Treasurer, and in his/her absence, by the President.


Section 3.  Fiscal Year.


The fiscal year of the Association shall close on December 31st.


Section 4.  Annual Audit.


The accounts of the Association shall be audited annually, as soon as practical, after the close of the fiscal year.  The audit shall at all times be available to members of the organization within the offices of the Association.

Section 5.  Bonding.


The Treasurer of the Association shall be covered by an adequate Bond if required by the Board of Directors.


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Section 1.  Authority.


The proceeding of the Association shall be governed by and conducted according to the latest version of Robert's Rules of Order as revised.


Section 2.  Seal.


The Association may use a seal of such design as may be adopted by the Board of Directors.


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Section 1.  Revisions.


These By-Laws may be amended or altered by a two-thirds vote of Active members present at any regular or special meeting of the Association called for that purpose, provided proper notice has been given to the entire Membership.


The above By-Laws have been adopted on _________________ by the membership:





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