KEENE SENIOR CITIZENS INC.
July 21, 2016
ARTICLE ONE: NAME AND LOCATION
The name of this corporation shall be Keene Senior Citizens, Inc. sometimes hereinafter called the Center and/or the Corporation;
1.2 The central office of the Corporation shall be at 70 Court Street, Keene, New Hampshire 03431;
The Corporation shall be a private non-profit corporation and incorporated under Chapter 292, New Hampshire General Laws on 18 November 1959.
ARTICLE TWO: PROVISIONS
Mission of the Center:
The purpose of Keene Senior Citizens, Inc is to provide access to senior resources, social and service programs, and health and wellness programs which support dignity and independence for adults 50 years and older in the community.
The activities of the Keene Senior Citizens, Inc. shall be conducted in all respects without discrimination. National origin, color, creed, sex, race, sexual orientation, physical or mental handicap or economic status may not be used to be discriminated against participants in the Center. This includes the employment of qualified personnel and the selection of members of the Board of Directors.
Any person who has attained the age of 50 may become a participant of the Keene Senior Citizens, Inc.
ARTICLE THREE: BOARD OF DIRECTORS
The business of the corporation shall be managed by a Board of Directors elected by the Board of Directors. The Board shall consist of up to fifteen (15) directors. Each term shall last two years and each Director of the Board may serve three consecutive terms or six years. The Board shall ensure that a sufficient number of members of the Board exists at all times, recognizing specific expertise that may be needed as Board directors retire. Three of the Board of Directors shall be chosen from the general membership of the Center.
3.1.2 The Board shall review the by-laws for Keene Senior Citizens, Inc. at least annually, and more frequently, as necessary.
Directors shall be expected to attend both Board of Directors and assigned Committee meetings and to perform faithfully such duties as shall be incumbent upon them;
3.2.2 Board of Directors shall not in any way commit, speak for, or represent the Corporation as individuals without the consent of the Board.
3.3.1 The Board of Directors shall have final responsibility for all financial and investment decisions with the advice and recommendation of the Finance/Audit Committee.
3.4.1 The Board of Directors shall not be employees of or employees assigned to the Center nor shall they be members of the families of employees of the Center; for this purpose a member of the family of an employee is defined as husband, wife, father, mother, brother, sister, son, daughter, father-in-law, mother-in-law, brother-in-law, sister-in-law, daughter-in-law, grandparent or a person assuming any of the above roles.
3.4.2 The Board of Directors shall not be (with the exception of the City’s representative) employees of any agency with which the Corporation has contracts. They shall not be employed by any business, organization or agency transacting business with the Center and from which they may expect personal gain.
3.4.3 The Board of Directors shall adopt and implement a Conflict of Interest Policy as required by NH statute.
3.5 Removal and Resignation
3.5.1 The Board of Directors may remove any director of the Board for malfeasance, disregard of duties, or other just and reasonable cause. Removal of such a director shall be by a majority vote of the current Board and voting on such a motion at a regular meeting or at a special meeting called for such purpose. Prior to such a vote the Board must afford the director reasonable notice and an opportunity to be heard.
3.5.2 Any director of the Board may resign without giving a reason at any time. Such resignation shall be effective upon receipt of the resignation by the President or Secretary.
3.5.3 Board of Directors shall serve without compensation.
ARTICLE FOUR: OFFICERS
4.1.1 The officers shall be a President, Vice President, Secretary, Assistant Secretary and Treasurer. All shall be elected by the Board at the annual meeting. The term of office shall be one year.
4.1.2 Only one director of any given family may hold an executive office of the Board of Directors at any given time.
4.2 The President shall preside at all meetings and shall cast the deciding vote in case of a tie. The President shall appoint committees following the annual meeting for terms of one year.
4.3 The Vice President shall assume the duties of the President in the latter’s absence.
4.4 The Secretary shall oversee the notices of the meetings, keep records of all the meetings, prepare updates to the by-laws, as necessary, and do other duties as assigned. The Assistant Secretary shall assist with keeping records of all the meetings.
4.5 The Treasurer shall have charge of the corporation moneys and present a full account at each Board meeting. The Treasurer shall be a member of the Finance Committee.
ARTICLE FIVE: EXECUTIVE DIRECTOR/MANAGER
The Executive Director/Manager shall be hired by the Board of Directors and shall report directly to the Board. The duties of the Executive Director/Manager shall be described in the current job description. He/she may be called upon for advice and ideas by any of the standing committees and may be called on to report at the monthly meeting of the Board of Directors. The Executive Director/Manager is not a voting member of the Board of Directors. The performance of the Executive Director/Manager shall be reviewed by the Governance Committee and a recommendation submitted to the Board.
ARTICLE SIX: MEETINGS
6.1 The annual meeting of the corporation shall be held during the month of January as part of the regular Board of Directors meeting at which the new officer’s terms will begin.
6.2 The Board of Directors shall ordinarily hold a regular meeting on the third Thursday of every month.
6.3 Special meetings may be called by the President. Meetings may also be called by a majority of the Board of Directors.
6.4 A quorum of the Board of Directors shall be a majority of the current members of the Board.
ARTICLE SEVEN: COMMITTEES
There shall be the following standing committees, each headed by a chairperson: Governance, Finance/audit, Development, Buildings and Grounds, and Long Range Planning.
7.1 Governance: The Governance Committee recommends personnel policies and procedures to the Board regarding the Keene Senior Center staff. The committee evaluates the staff and determines salary increases as appropriate with input from the Executive Director/Manager and will evaluate the goals and objectives for the staff quarterly with the Executive Director/Manager. It will be the responsibility of the committee to properly maintain personnel files according to current law.
7.2 Finance/Audit: The Finance/Audit Committee is responsible for the overall fiscal management of the organization including budget development by making recommendations to the Board. The monthly and year-end statement of condition and the annual United Way proposal are generated through this committee in conjunction with the Treasurer. The Finance committee also manages the organization’s endowment accounts, recommends investment options to the Board to maximize income to maintain the organization’s financial solvency. The committee shall prepare records as required for audit. A member of this committee must be a member of the Building and Grounds Committee.
7.3 Development: The Development Committee shall research and develop new funding sources.
7.4 Buildings and Grounds: The Buildings and Grounds Committee shall oversee the overall maintenance of the physical building, grounds and overall maintenance of the Center. The Committee makes recommendations to the Board concerning the needs of the Center and looks at long-term, capital expenditures that should be included in the annual budget. A member of the Finance committee must be a member of this committee.
7.6 Long Range Planning Committee: The Committee Shall meet quarterly to review goals and objectives of the other standing committees. The Long-Range planning committee is responsible for setting short and long-term goals for the organization. The Committee looks at the future of the organization and is the “visionary arm” of the Board. The Long-Range Planning Committee develops and devises a strategic plan which maps out the organization’s course for three to five years. The Committee shall meet quarterly to review goals and objectives of the various committees. The President shall be a member of the Long-Range Planning Committee.[JRW1]
7.7 The President shall be an ex-officio member of all committees.
7.8 All committees will report to the entire Board on a monthly basis and to the Long Range Planning Committee on a quarterly basis.
7.9 The Board has the authority to create ad hoc committees as required.
7.10 Community Leadership Committee
The Board of Directors may, by resolution passed by a majority of the Board, establish a leadership committee for the purpose of providing assistance and advice to the Board on issues as requested by the Board. The Committee shall consist of members who reside or are employed in the communities served by the Corporation and may include members of the Corporation’s employed staff, and volunteers. As ambassadors for the Corporation, they would disseminate information regarding the Corporation to the communities served by the Corporation and provide feedback to the Board.
ARTICLE EIGHT: CORPORATE POWER
The corporation shall have the right to hold property whether real or personal including the shares, bonds and securities of other corporations within and without the State of New Hampshire; to purchase, sell, exchange, mortgage, pledge, lease of otherwise use the same; and to acquire money and other property from voluntary subscription, bequests, devises, gifts , donations, or other advances from any governmental agency, whether federal, state, city or town and to expend the same or any part thereof, for the benefit of the corporation and its members.
ARTICLE NINE: AMENDMENTS
The By-Laws may be enlarged, amended, or repealed in all or in part by a majority vote of the Board of Directors at any regular or special meeting called for that purpose. Members of the Board of Directors will be notified not less than 48 hours in advance of the meeting at which the same is to be voted upon.
ARTICLE TEN – NOTICE
Notice of all special meetings of the Board of Directors shall be made to all members of the Board at least 48 hours prior to the time of the start of such meeting. Executive sessions may be called at any time to deal with sensitive material.
ARTICLE ELEVEN – RULES OF ORDER
Parliamentary authority for the Keene Senior Citizens, Inc. Board of Directors shall be Robert’s Rules of Order – Order Revised.
POLICY GOVERNING CONFLICTS OF INTEREST AND PECUNIARY BENEFIT TRANSACTIONS
I. PURPOSE: Conflict of interest or even the appearance of conflict of interest, by Board members must not compromise the mission of Keene Senior Citizens, Inc. (the “Corporation”).
Conflict of interest means any financial or other interest which conflicts with the service of an individual because: 1) it could impair the individual’s objectivity; or 2) it could create an unfair advantage for any person or organization.
Consequently, there exists between the Corporation and its Board and officers a fiduciary duty, which carries with it a broad and unbending duty of loyalty and fidelity. The Board and officers have the responsibility of administering the affairs of the Corporation honestly and prudently, and of exercising their best care, skill, and judgment for the sole benefit of the Corporation. Those persons shall exercise the utmost good faith in all transactions involved in their duties, and they shall not use their positions with the Corporation or knowledge gained from their position for their personal benefit. The interests of the organization must have the first priority in all decisions and actions.
II. COVERED PERSONS: This policy applies to all trustees, officers, and members of a standing committee of the board who can influence the actions of the Corporation (collectively, “Covered Persons”). For example, this would include all who make purchasing decisions, all other persons who might be described as "management personnel," and all who have proprietary information concerning the Corporation. Each Covered Person shall receive a copy of this policy and shall sign an acknowledgement that he/she has received, understands and shall comply with this policy.
All Covered Persons shall comply with all notice and voting requirements of New Hampshire RSA 7:19-a, and 292:6-a.
III. STATUTORY REQUIREMENTS. The New Hampshire statutory requirements dealing with pecuniary benefits (RSA 7:19-a and RSA 292: 6-a) are hereby incorporated in full into and made an integral part of this Conflict of Interest Policy; and a copy of the relevant New Hampshire statutes is attached hereto so that every board member and other Covered Person is aware of the statutory requirements. These requirements include, but are not limited to, absolute prohibitions on loans from a charitable trust to a trustee, officer, or trustee and prohibition of any sale or lease (for a term greater than five years) or conveyance of real estate from an officer, or trustee without the prior approval of the probate court. These requirements extend to both direct and indirect financial interest, as defined by the attached statutes.
IV. NATURE OF CONFLICTING INTEREST: A conflict of interest may arise if a Covered Person has a disqualifying relationship with third parties dealing with the Corporation. A “disqualifying relationship” means formal affiliation with an organization other than the Corporation (such as being an officer, trustee, member, owner [either as sole proprietor or partner], shareholder, or agent), or relationship by blood, marriage or significant long-term relationship with a person so affiliated with such an organization.
V. INTERPRETATION OF THIS STATEMENT OF POLICY: The areas of conflicting interest listed above, and the relations in those areas which may give rise to conflict, are not exhaustive. Conceivably, conflicts might arise in other areas or through other relations. It is assumed that the Covered Persons will recognize such areas and relation by analogy. The Corporation expects that all Covered Persons will abide by the spirit as well as the letter of this Policy.
The fact that one of the interests described in Section IV exists does not mean necessarily that a conflict exists, or that the conflict, if it exists, is material enough to be of practical importance, or if material that upon full disclosure of all relevant facts and circumstances that it is necessarily adverse to the interests of the Corporation.
However, it is the policy of the Board that the existence of any potentially conflicting interest shall be disclosed before any transaction is consummated. It shall be the continuing responsibility of Covered Persons to scrutinize their transactions and outside business interests and relationships for potential conflicts and to immediately make such disclosures.
VI. DISCLOSURE POLICY AND PROCEDURE: Transactions with related parties may be undertaken only if all of the following are observed:
A material transaction is fully disclosed;
The related party is excluded from the discussion and approval of such transaction, but may provide information if requested to do so;
The Board has determined, by the affirmative vote of a 2/3 majority of all disinterested Trustees, that the transaction is in the best interest of the Corporation.
Disclosure within the Corporation should be made to the Board Chair who shall determine whether an apparent conflict exists and is material, and who shall bring such matters, if material to the Board.
The Board shall determine whether a conflict exists and is material, and in the presence of an existing material conflict, whether the contemplated transaction may be authorized as just, fair, and reasonable to the Corporation. The decision of the Board on these matters will rest in their sole discretion, and their concern must be the welfare of the Corporation and the advancement of its mission.
VII. ANNUAL REPORTS. To address questions of conflict of interest, for the protection of both the individual and the organization, each Covered Person shall submit annually a list of his/her business and charitable affiliations to the Board Chair. This list will be maintained in the corporate records of the Corporation, and considered a matter of public record and will be available for review upon request by the public.