NASHUA AREA INTERFAITH COUNCIL
CONSTITUTION AND BYLAWS
Adopted November 6, 1996
Amendments voted approved 3/97
Amendments voted 5/1/02, ratified 6/5/02
Amendments approved 9/4/02
Amendment approved 9/3/03
Amendment approved 9/7/05
ARTICLE I - NAME
The name of this organization shall be THE NASHUA AREA INTERFAITH COUNCIL. (abbreviated: NAIC)
ARTICLE II - PURPOSE
Because we believe there is a unity and strength in our God-given diversity, we gather as an interfaith fellowship of congregations, organizations, and individuals for the purpose of:
(1) creating a climate of understanding, respect, education and support for each other's ministries amongst our members,
(2) worshipping together as a witness to our unity before God, and
(3) working together utilizing our strengths as an interfaith fellowship in service to our community and world.
(4) promoting and supporting the collaborative interests of our member faith communities.
ARTICLE III - MEMBERSHIP
1. ELIGIBILITY: Any religious organization whose judicatory serves New Hampshire, or any individual or agency involved in an active, non-parish based ministry subscribing to the purpose of the Council and agreeing to collaborate with and financially support the work of the Council is eligible to apply for membership. The Executive Committee shall determine a schedule of dues.
2. MEMBERSHIP: An eligible religious organization or individual may become a member upon written request for membership and upon the approval of a two-thirds (2/3) majority of the representatives of the constituent members present and voting at any assembly meeting. In assuming membership in the NAIC, members accept responsibility for assisting in the Council’s work and purposes.
3. REPRESENTATION. Each member organization may be represented at assemblies by all clergy on its staff, its administrative director, and two delegates elected by its own constituency. Delegates shall serve a one (1) year term and may be re-elected.
4. WITHDRAWAL or TERMINATION:
(A) Any member organization may withdraw from membership in the Council by written notice.
(B) Full voting Membership is conditional on payment of annual dues by January 31st. In March, the Treasurer shall contact members whose dues have not been paid, and voting privileges shall be suspended on June 30th of that year for those members whose dues have not been paid.
(C) Mailings to and voting privileges may be terminated by the approval of a two-thirds (2/3) majority vote of the Executive Board at its November meeting if the annual dues have not been paid and no delegate or representative of the organization has attended any of the last six assemblies.
(D) Membership shall be terminated for actions contrary to the purposes of the NAIC as stated in Article II of these By-Laws by the approval of a two-thirds (2/3) majority vote of the representatives present at an Assembly, provided written notice of such proposed action is given to member organizations two (2) weeks prior to the date of the assembly
ARTICLE IV - EXECUTIVE BOARD.
1. The Executive Board shall consist of the immediate Past President, President, Vice-President
2. The Executive Board shall be the executive body of the Council responsible for carrying out the administrative and programming activities of the Council. The Executive Board shall act as the Council between assemblies and report any actions taken to the next assembly.
3. The Executive Board shall meet before each assembly of the council as scheduled by the President. A special meeting of the Board may be called at any time with at least twenty-four hours notice be the President. A quorum shall be four (4) members.
4. Every two years, beginning in 2005, the membership shall elect a Vice-President and two (2) At-large members at the Annual Assembly, for terms of two years. At the 2005 Annual Assembly, the membership shall also elect a Secretary, Treasurer, and one (1) At-large member for one year terms. Thereafter, every two years, beginning with the 2006 Annual Assembly, elections shall be held for these three positions for terms of two years. The Vice President will automatically assume the role of the President upon completion of his/her term as Vice President. All the terms of office shall begin immediately after the Annual Assembly at which the election is held.
5. The Executive Board shall act as the nominating committee.and shall fill any vacancies on the Board to complete the unexpired terms.
6. The Executive Board shall assure that there is an internal audit of the financial report each fiscal year.)
ARTICLE V - ASSEMBLIES
1. ASSEMBLIES: The Council shall hold not less than six (6) assemblies a year, one of which shall be the Annual Assembly. Times and Dates of these assemblies shall be set by the Executive Board. The Annual Assembly shall be held in .November
2. ANNUAL ASSEMBLY: The purpose of the annual assembly shall be
(A). Elect members of the Executive Board during an election year,
(B). Hear reports by the officers and chairpersons of standing or temporary committees;
(C). Plan for the ensuing year;
(D). Adopt an annual budget, and
(E). Transact other appropriate matters.
3. QUORUM: A quorum at assemblies shall be 15 representatives provided that not less than 50% of the membership is represented. Each member organization present at the assembly shall have three votes.
ARTICLE VI - COMMITTEES
1. Committees may be appointed by the Executive Board or the assembly to design strategy, make recommendations or implement adopted programs of the Council. The Quorum of each such committee shall be a majority of its members. The appointing body shall have the power to dismiss such committees.
2. Those congregations which choose to do so as a NAIC committee may collaborate together on issues of common concern and interest to them and/or the general public in accordance with the purposes of NAIC.
ARTICLE VII - DISSOLUTION
In the event the Nashua Area Interfaith Council is dissolved, after all liabilities have been paid, any remaining assets will be distributed to another 501(c.3) non-profit organization as required by the Internal Revenue Service.
ARTICLE VIII - POLICIES
The Council may adopt policies to interpret or implement these by-laws provided previous policies, should there by any, are clearly superseded.
ARTICLE IX - AMENDMENTS
There by-laws may be amended at any assembly of the Council provided written notice is given to member organizations two (2) weeks prior to the date of the assembly.
ARTICLE X - CONFLICT OF INTEREST POLICY
1. OVERVIEW: It is NAIC policy that all persons serving on the Executive Board serve only the charitable purposes of policy; that all decisions and all financial transactions are made in the best interest of the NAIC and not the self-serving interest of any Board Member.
2. DUTY TO DISCLOSE: Each Board Member, prior to taking his position on the Board and all present Board Members, shall submit in writing to the President of the Board, a list of all businesses or other organizations of which he is an officer, director, trustee, member, owner, shareholder, employee or agent, and with which the NAIC has, or might reasonably in the future enter into, a financial transaction or other relationship in which the individual Board Member would have conflicting interest. It is also a conflicting interest when an immediate family member of a Board Member has an interest in a business or organization with which the NAIC has, or might reasonably in the future enter into, a relationship or financial transaction; therefore, each Board Member must disclose-such interests.
3. PECUNIARY BENEFITS: At each Board meeting at which the President or any other member has reason to believe that a matter of discussion might reasonably involve a pecuniary matter, discussion might reasonably involve a pecuniary benefit transaction, or potential conflict of interest she/he shall make known such belief to the full board.
It is Nashua Area Interfaith Council’s policy to comply with the requirements of N.H. R.S.A. 7:19-a and to prohibit transactions in which a Board Member or member of his immediate family has a financial interest UNLESS the following conditions are met.
a. The transaction is in the BEST INTERESTS of Nashua Area Interfaith Council.
b. The transaction is for goods or services purchased or provided in the ordinary course of business for actual or discounted value.
c. The transaction is FAIR to Nashua Area Interfaith Council .
d. The transaction is approved by a two-thirds majority vote of the Board:
· after full and fair disclosure of the material facts and after notice and full discussion by the Board;
· without the participation, voting, or presence of any Board Member with a financial interest in the transaction or who had a pecuniary benefit transaction in the same fiscal year; (see below section detailing VOTING)
· a record of the action on the matter is made and recorded in the minutes.
e. NAIC shall maintain a list disclosing each transaction which shall be available for inspection by Board Members and contributors.
f. The list shall be reported to the Director -of charitable Trusts each year.
g. If the transaction, or aggregate of transactions with the Board Member within the fiscal year is in the amount of $5000.00 or more, NAIC shall publish notice in a newspaper of general circulation in the State of New Hampshire and give -written notice to the Director of charitable Trusts BEFORE consummating the transaction.
4. VOTING: At such time as any matter comes before the Board in such a way as to give rise to a conflict of interest, THE AFFECTED BOARD MEMBER SHALL MAKE KNOWN the potential conflict, whether disclosed by his or her written statement or not, and after answering any questions that might be asked him or her, shall withdraw from the meeting for so long as the matter shall continue under discussion. In addition, other Board Members who themselves have had pecuniary benefit transactions with NAIC within the same fiscal year, shall also withdraw themselves from the meeting and shall not participate in the discussion Neither the affected Board Member nor any Board Member who has had a pecuniary benefit in the past fiscal year shall vote on the transaction.
5. STATUTORY REQUIREMENTS: N.H. R.S.A 7:19, II and 292:6-a are hereby incorporated in full and made an integral part of this conflict of interest policy.