CMM Incorporation Papers & By-Laws
CERTIFICATE
I, William M. Gardner, Secretary of State of the State of New Hampshire, do hereby
certify that CONCORD MONTHLY MEETING OF THE RELIGIOUS SOCIETY OF
FRIENDS is a New Hampshire nonprofit corporation formed November 3, 2008. I
further certify that it is in good standing as far as this office is concerned, having paid the
fees required by law.
In TESTIMONY WHEREOF, I hereto
set my hand and cause to be affixed
the Seal of the State of New Hampshire,
this 3rd day of November, A.D. 2008
William M. Gardner
Secretary of State
THE UNDERSIGNED, BEING ALL PERSONS OF LAWFUL AGE, ASSOCIATE UNDER THE PROVISIONS OF THE NEW HAMPSHIRE REVISED STATUTES, ANNOTATED, CHAPTER 292 BY THE FOLLOWING:
The name of the voluntary association shall be Concord Monthly Meeting of the Religious Society of Friends (hereinafter the “Meeting”).
Said Meeting is organized to maintain the worship of God according to the beliefs of the Religious Society of Friends and to guide its members and attenders to act on God’s will through religious, charitable and educational activities.
At all times the purposes of the Meeting must be those allowed for an organization which is exempt from federal taxation under Section 501(c)(3) of the Internal Revenue Code including in such purposes the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Code, or a corresponding section of any future federal tax code.
Membership in the Meeting shall be all those who are, have been, or will be accepted as members and who remain members in accordance with the practices set forth in the publication “Faith and Practice” of New England Yearly Meeting (hereinafter “NEYM”) of which the Meeting is a member,
Article IV - Disposition of Corporate Assets
In the event of dissolution of the Meeting, all assets that still remain shall be distributed to NEYM or, if NEYM no longer exists, to another organization of the
Religious Society of Friends most closely affiliated with other New Hampshire-based organizations of the Religious Society of Friends. In no event, however, shall the remaining assets be distributed to an organization that does not qualify for federal tax exemption under Section 501(c)(3) of the Code, or a corresponding section of any future federal tax code.
The address at which the business of this Meeting is to be carried on is 19 N. Fruit Street, Concord, NH 03301
The amount of capital stock, if any, or the number of shares is:
NONE
Article VII: Personal Liability
The personal liability of an officer is limited to the monetary damages to the Meeting or its members caused by breach of that person’s fiduciary duty as an officer of this Meeting.
By-Laws
Of
Concord Monthly Meeting of the Religious Society of Friends
Article I — Name
The name of this Association shall be Concord Monthly Meeting of the Religious Society of Friends (hereinafter the “Association”). It shall be a non-profit voluntary association organized pursuant to NH RSA Chapter 292.
Article II — Offices
The principal office of the Association in the State of New Hampshire shall be in Canterbury.
Article III — Meetings
- There shall be a meeting of the Incorporators upon filing the Articles of Agreement with the State of New Hampshire. The Incorporators shall conduct the meeting until the Officers are affirmed by the members.
- Notice of All Other Meetings - Written or printed 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, by mail or by e-mail at the direction of the Clerk, the Assistant Clerk, the Recording Clerk, or the Treasurer, to each member.
Article IV — Membership
Members shall consist of all those who are, have been, or will be accepted as members by the Concord Monthly Meeting of the Religious Society of Friends (hereinafter “CMM”), a member of the New England Yearly Meeting of the Religious Society of Friends (hereinafter “NEYM”), and who remain members.
Article V — Board of Directors
None
Article VI — Officers
Section 1. All Association members may participate in the selection of persons to hold any position in the Association.
Section 2. The Association’s officers shall consist of a Clerk, a Recording Clerk, and a Treasurer.
Section 3. The Association’s officers shall be chosen annually at a regular Meeting for Business of the Association. When the Meeting for Business has reached unity in accord with the practice of Friends, it requests the Recording Clerk to cast one vote for the chosen officers. The intent to choose officers is made known at the previous regular Meeting for Business of CMM. Normally, officers are chosen in the fifth Month.
Section 4. The usual term of office is for three years, but is confirmed each year. Successive terms may be served.
Section 5. All officers must be members of the Association.
Section 6. The duties of the officers shall be as defined in the Faith and Practice of NEYM except substituting the word “Association” for every reference to the word “Meeting”.
Section 7. The Association Is governed by the procedures described for the Monthly Meeting for Business in accordance with the practices set forth in the Faith and Practice of NEYM, of which CMM is a member.
Section 8. These by-laws may be amended at any regular Association Meeting for Business, notice having been given at the previous regular Association Meeting for Business, or at any Association Meeting requested to be scheduled by CMM at a CMM Regular Meeting for Business.
Section 9. Any officer may be removed, without cause, from such office by a decision of the members, using the procedures described for the Monthly Meeting for Business in accordance with the practices set forth in the Faith and Practice of NEYM.
Section 10. Any officer may resign at any time by giving written notice to any other officer. Any such notice shall take effect as of the date of the receipt of such notice or at any later time specified herein. The acceptance of such resignation shall not be a condition precedent necessary to its effectiveness.
Section 11. In the event of resignation, retirement, disqualification, death, disability or removal from office, for any reason whatsoever, of any officer of the Association, the vacancy so created shall be filled by the membership at a duly called meeting and after receiving a recommendation for CMM’s Nominating Committee.
Article VII — General Provisions
The membership may authorize a corporate seal which shall have inscribed thereon the name of the Association and the state and year of incorporation.
The fiscal year of the Association shall end on the last day of May in each year unless otherwise determined by the membership.
Article VIII — Amendments
The By-Laws may be altered, amended, or repealed and new By-Laws may be adopted by a decision made in the manner of Friends of the members present at the annual meeting. However, in no event may any amendments be made which would affect the Association's qualification as a tax-exempt organization pursuant to Section 501(c)(3) of the Code or the corresponding section of any future federal tax code.
Article IX — Non-Discrimination
The Association shall not discriminate against any person in any manner on the basis of age, income race, religion, handicap, sex, sexual preference or ethnic origin.
Article X — Limitation of Liability
Unless otherwise expressly authorized by the membership, the officers shall serve without compensation and, pursuant to Section 508:16 of NH RSA, shall not be liable for bodily injury, personal injury and property damage if the claim for such 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 Association.
The officers of the Association shall be liable to the Association for any monetary damages for breach of their fiduciary duties for the Association to the full extent permitted by N.H. RSA Chap. 292.
Article XI — Indemnification
The Association shall indemnify and hold its officers, or former officers, or any person who may have served at the request of the Association as officer of another corporation, partnership, joint venture, trust, or other enterprise, harmless from and against all suits, claims, injuries, or damages asserted against them, so long as the 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.
Article XII — Conflicts of Interest
Any possible conflict of interest on the part of any member of the Association, officer or employee of the Association shall be disclosed in writing to the officers and made a matter of record through an annual procedure and also when the interest involves a specific issue before the membership. Where the transaction, other than a donation to the Association, involving a member or officer exceeds five hundred dollars ($500) but is less than five thousand dollars ($5,000) in a fiscal year, a decision by the disinterested members is required. Where the transaction involved exceeds five thousand dollars ($5,000) in a fiscal year, then a decision by the disinterested members and publication in the required newspaper is required. The minutes of the meeting shall reflect that a disclosure was made, the abstention from decision-making, and the actual decision itself.
Every new officer will be advised of this policy upon entering the duties of his or her office, and shall sign a statement acknowledging, understanding of and being in agreement to this policy. The Officers 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.
Article XIII — Dissolution
In the event of dissolution of the Association, all assets that still remain shall become the property of New England Yearly Meeting (hereinafter “NEYM”) or, if NEYM no longer exists, to another organization of the Religious Society of Friends most closely affiliated with other New Hampshire-based organizations of the Religious Society of Friends. In no event, however, shall the remaining assets be distributed to an organization that does not qualify for federal tax exemption under Section 501(c)(3) of the Code, or a corresponding section of any future federal tax code.
