Ossipee Main Street Program

OSSIPEE REVITALIZATION GROUP, Inc.

By-Laws

ARTICLE I Name and Term

The name of this association shall be the "Ossipee Revitalization Group, Inc." (hereinafter Ossipee Main Street Program), and its duration shall be perpetual. It shall be a nonprofit corporation and seek exemption under Section 501 (c) (3) of the Internal Revenue Code. The organization may, at its pleasure, by a vote of the Board of Directors of this body, change its name, and the Secretary shall effect such change through the New Hampshire Secretary of State's office. Furthermore, Ossipee Revitalization Group, Inc. will comply with RSA Chapter 7:28 I and II regarding Reporting to the Attorney General's Charitable Trusts Unit.

ARTICLE II Offices

A. Principal Office: The principal office of the Ossipee Main Street Program shall be in the State of New Hampshire, County of Carroll, municipality of Ossipee. Further, it shall be located within the boundaries of the Ossipee Main Street Program's District.

B. Registered Office: The registered office of the Ossipee Main Street Program shall be maintained in the State of New Hampshire, and may be, but need not be, identical with the principal office. The address of the registered office may be changed from time to time by resolution of the Board of Directors.

ARTICLE III Amendments

These By-Laws may be amended by resolution at any time with prior written notification by an affirmative vote of at least two-thirds of the entire Board of Directors.

ARTICLE IV Purpose

The Ossipee Revitalization Group, Inc. is organized to operate exclusively for charitable and educational purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1986 (or corresponding provisions of any future United States Internal Revenue law and more specifically to:

A. To promote the historic preservation, protection, and use of Ossipee's traditional Downtown area including that area's commercial, civic, and religious enterprises and residences;

B. To take remedial actions to eliminate the physical, economic, and social deterioration of Ossipee's traditional Downtown area and thereby promote Ossipee's historic preservation, contribute to its community betterment while lessening the burdens of Ossipee's government.

C. To disseminate information of and promote interest in the preservation, history, culture, architecture, and public use of Ossipee's traditional Downtown area.

D. To hold meetings, seminars, and other activities for the instruction of members and the public in those activities such as building rehabilitation and design, economic restructuring and planning management that foster the preservation of Ossipee traditional Downtown area, and enhance the understanding and appreciation of its history, culture, and architecture;

E. To aid, work with and participate in the activities of other organizations, individuals, and public and private entities located within and outside Ossipee engaged in similar purposes.

F. To solicit and receive and administer funds for educational purposes and, to that end, to take and hold by bequest, devise, gift, grant, purchase, lease or otherwise, either absolutely or jointly with another person or corporation, any property, real, personal, tangible or intangible, or any undivided interest therein, without limitation as to amount of value, to sell, convey or otherwise dispose of any such property and to invest, reinvest or deal with the principal or the income thereof in such manner as, in the judgment of the corporation's directors, will best promote the purposes of the corporation without limitation, except such limitation, if any, as may be contained in the instrument under which such property is received, the by-laws of the corporation, or any laws applicable thereto.

ARTICLE V Powers

A. General Powers: The Ossipee Main Street Program shall have all powers granted by New Hampshire law. It shall also have the power to undertake, either alone or in cooperation with others, any lawful activity which may be necessary or desirable for the furtherance of any or all purposes for which the Ossipee Main Street Program is organized.

B. Investment Powers: The Ossipee Revitalization Group may invest both assets secured by the Ossipee Main Street Program, and services provided by the Ossipee Main Street Program resulting in development, as program related investments. Any returns from such investment shall be used by the Ossipee Revitalization Group for: 1) ongoing operational funding; or 2) reinvestment in additional development projects. No portion of the returns will inure to the benefit of any member, Director, Officer, or staff member of the Ossipee Revitalization Group.

ARTICLE VI Boundaries and Membership

Boundaries: The boundaries of the Downtown district shall be defined as; Bounded by Town Hall on the south, St. Joseph's Church on the north, the Police Station on the west, and the Fire Station on the east.

Membership: There shall be three types of membership in the Ossipee Revitalization Group: 1) businesses that are located within the Municipality of Ossipee and the surrounding area, 2) real property owners located within the Downtown district, and 3) patron members. Dues from other members shall be collected as the Board shall from time to time establish. Dues for each type of membership may be different and shall be in the amounts as may be set from time to time by the Board of Directors.

ARTICLE VII Annual Meeting

The annual meeting of the Ossipee Revitalization Group membership shall be the second Tuesday in April or such other time as the Board of Directors may direct. Members shall be notified by mail at the address listed on their license or membership application at least 30 days before the meeting convenes. The purpose of the annual meeting shall be to complete tallying and announce the Board of Directors of the Ossipee Revitalization Group for the following year, and such other business as the Board of Directors brings before the membership.

ARTICLE VIII Directors A. Duties: The Board of Directors shall manage, set policy for, and oversee the management of the affairs of the Ossipee Revitalization Group. They shall control its property, be responsible for its finances, formulate its policy, and direct its affairs. The Board of Directors may hire a Program Director and support personnel. The Board of Directors may enter into contracts necessary to accomplish the Ossipee Main Street Program's goals.

B. Qualifications: There shall be nine to fifteen members of the Board of Directors. Any member, employee of a member business, or partner or associate in a member business of the Ossipee Revitalization Group may be a Director. However, there must be a Director from both retail and non-retail businesses, as well as real property owner and patron membership categories. There shall not be a majority of any occupation on the Board. Directors must be of sound mind and of legal age.

C. Term: Every Director shall be elected for a three (3) year term. However, the initial Board of Directors shall serve staggered terms. Directors on the initial Board shall by lot be elected: three for three (3) years, three for two (2) years, and three until the first annual meeting. This distribution will be equalized if the original board is larger than 9.

D. Elections: Directors shall be elected by the membership by secret ballot. Tallying of ballots shall be completed and the new Directors announced at the Annual Meeting. Every member shall have one vote for each available Director's position. Nominations to the ballot slate shall be made either: 1) by petition submitted to the Ossipee Revitalization Group's office more than 20 days in advance of the annual meeting, signed by nine members; or 2) by the Nominating Committee, an ad-hoc committee, which shall consist of a group of up to three persons determined by the Board. Ballots shall be distributed at the annual meeting. In the event of a tie, a runoff election shall be held by written ballot at the annual meeting.

E. Vacancies: Any Director may resign at any time by giving written notice to the Ossipee Revitalization Group's office. Any vacancy in the Board occurring because of death, resignation, refusal to serve, or otherwise shall be filled for the unexpired term by action of a majority of the remaining Directors. Three consecutive unexcused absences from regular Board of Director's meetings shall be considered grounds for removal from a Director position, incurring a vacancy.

F. Meetings: The Board of Directors shall meet at least 9 times annually. The President and/or any three Directors may call a meeting of the Board. At a duly called meeting of the Board of Directors, fifty percent (50%) of the members plus one shall constitute a quorum. In circumstances when a quorum is not present and Program action is essential, the President may declare a quorum upon the unanimous approval of those Board Members present. The Minimum number of Board Members present to declare a quorum is five (5). All business of the Board of Directors shall be transacted at a duly called meeting of the Board.

G. Compensation: Directors shall receive no compensation for their services as Directors, but the Board may, by resolution, authorize reasonable reimbursement of expenses incurred in the performance of their duties. Nothing herein shall preclude a Director from serving the Ossipee Revitalization Group in any other capacity and receiving reasonable compensation for such service.

ARTICLE IX Officers

A. Number of Officers: The Ossipee Revitalization Group shall have a President, Vice President, Secretary, Treasurer, President-Elect, Past President and such additional officers as the Board of Directors may from time to time designate. Each officer shall serve a one-year term. Officers shall be elected by the Board of Directors at the first Board meeting following the Annual Meeting of membership. Officers may serve up to three consecutive terms in each officer role.

B. Duties of President: The President shall preside at all meetings of the Board of Directors, and at the annual meeting ending his or her term of office. The President shall be entitled to the same vote as any other Director. The President shall sign all checks and documents pertaining to the Ossipee Revitalization Group for which the President's signature is necessary or desirable. The President shall have the right to limit the speaking time of any Director or member at any meeting.

C. Duties of Vice President: In the absence of the President, or his or her inability to act, the Vice President shall possess all the President's powers and discharge all Presidential duties. The Vice President may also sign any checks or documents necessary for the Ossipee Revitalization Group.

D. Duties of the Secretary: The Secretary shall keep, and preserve, a full and correct record of the proceedings of the Ossipee Revitalization Group, and sign any checks or documents necessary for the Ossipee Revitalization Group, and shall perform such other duties as the Board may from time to time direct.

E. Duties of the Treasurer: The Treasurer shall receive and account for, and deposit in the Ossipee Revitalization Group's bank account all funds received by the Ossipee Main Street Program. The Treasurer shall sign checks for the Ossipee Revitalization Group. At the annual meeting, and at regular Board of Director's meetings, the treasurer shall provide a report and summary statement on the financial affairs of the Ossipee Main Street Program.

F. Duties of the President-Elect: The President – Elect shall coordinate the annual meeting and the nomination and selection of the volunteer of the year. The President-Elect shall notify the membership of the annual meeting including the date, time and location of the meeting, and shall perform such other duties as may be required to arrange for the annual meeting.

G. Duties of the Past-President: The Past-President shall coordinate the training of new Board members and advise the President as necessary.

ARTICLE X Committees

The Ossipee Revitalization Group shall have the following standing committees: 1) Design, 2) Economic Restructuring, 3) Promotion, and 4) Organization. The Ossipee Revitalization Group shall also have such other committees as the Board of Directors may from time to time establish. Committees shall report at least quarterly to the Board of Directors. At least one Director shall serve on every committee. The Chairperson of a standing committee shall be a member of the Board of Directors. Committees shall be appointed by the President with the approval of the Board of Directors. Committees need not be limited in membership to the Ossipee Revitalization Group's members, but can have representatives from other relevant areas of the community, if appropriate.

Their term of office shall be for a period of one (1) year or less if sooner terminated by the action of the Board of Directors. A committee shall have only the powers specifically delegated to them by the Board. In no event shall a committee have final authority as to the following matters: 1) The filling of vacancies on the Board or any committee; 2) the amendment or repeal of the by-laws or the adoption of new by-laws; 3) the amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable; and 4) the fixing of compensation of the Directors for serving on the Board or any committee.

ARTICLE XI Corporate Seal

The Ossipee Revitalization Group may have a corporate seal. (Optional)

ARTICLE XII Indemnification

The Ossipee Revitalization Group may indemnify any Officer or Director, or former Officer or Director, his heirs or assigns, for any and all judgments, settlement amounts, attorneys fees and litigation expenses incurred by him by reason of his having been made a party to litigation due to his capacity or former capacity as Officer or Director of the Ossipee Revitalization Group. The Ossipee Revitalization Group may advance expenses where appropriate. Payments of Indemnification must be reported at the next annual meeting. The provisions of this section apply to any cause of action arising prior to the adoption of these By Laws also. The rights of indemnification set forth herein are not exclusive.

An Officer or Director is not entitled to indemnification if the cause of action is brought by the Ossipee Revitalization Group itself against the Officer or Director, or if it is determined in judgment that the Officer or Director was derelict in the performance of his duties, or had reason to believe his action was unlawful.

No Director, trustee or any uncompensated officer of the corporation shall be personally liable to the corporation or its members for monetary damages for conduct as a Director, trustee, or any uncompensated officer provided that this Article shall not eliminate the liability of a Director, trustee, or any uncompensated officer for any act or omission for which eliminated the liability is not permitted under the New Hampshire Nonprofit Corporation Act. Any Director, trustee, or any uncompensated officer shall be entitled to indemnification for any expenses or liability incurred in his or her capacity as a Director, trustee, or any other uncompensated officer as provided by the New Hampshire Nonprofit Corporation Act.

ARTICLE XIII Conflict of Interest Policy

Each Director, prior to taking his/her position on the Board, and all present Directors shall submit in writing to the Chairman of the Board a list of all businesses or other organizations of which he/she is an officer, director, trustee, member, owner (either as a sole propriety or partner), shareholder, employee or agent, with which the Corporation has, or might reasonably in the future enter into, a relationship or a transaction in which the Director would have conflicting interests. The Chairman of the Board shall become familiar with the statements of all Directors in order to guide his/her conduct should a conflict arise.

Should any relationship or transaction that comes before the Board of Directors involve a conflict of interest with a Director, that Director shall abstain from voting on the matter being acted upon. The minutes of the meeting shall reflect that a disclosure was made, the abstention from voting, and the actual vote itself.

No officer or Director shall for reason of his/her office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director from receiving any compensation from the organization for duties other than as a Director or officer.

ARTICLE XIV Salaries

The Board of Directors shall hire and fix the compensation of any and all employees which they in their discretion may determine to be necessary for the conduct of the business of the organization.

ARTICLE XV Contracts, Loans, Checks, and Deposits

The Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the organization, and such authority may be general or confined to specific instances. No loans shall be contracted on behalf of the organization and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Directors. Such authority may be general or confined to specific instances.

All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the organization, shall be signed by such officer or officers, agent or agents, of the organization and in such manner as shall from time to time be determined by resolution of the Directors.

All funds of the organization not otherwise employed shall be deposited from time to time to the credit of the organization in such banks, trust companies or other depositories as the Directors may select.

ARTICLE XVI Fiscal Year

The fiscal year of the organization shall run from January 1st to December 31st.

ARTICLE XVII Waiver of Notice

Unless otherwise provided by law, whenever any notice is required to be given to any member or director of the organization under the provisions of these by-laws or under the provisions of the articles of agreement, a waiver thereof, in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XVIII Amendments

The Board of Directors shall have the power to alter, amend, or repeal the By-Laws or adopt new By-Laws by a two-thirds vote of the Directors present at any duly called meeting of the Board provided that no such action shall be taken if it would in any way adversely affect the Program's qualifications under Section 510 (c) (3) of the Internal Revenue Code of 1986 or corresponding sections of any prior or future law. Directors shall be noticed with a meeting agenda noting a vote on the By-Law changes, at least fourteen (14) days in advance of the vote.

Agreed to this ______ day of _________________, 2005.

Revised 1/31/07, 9/19/07

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