Choose Franklin is an inclusive citizen’s group focusing on promoting Franklin by building on past achievements to facilitate future success.

The Goal and Mission of Choose Franklin is to: 

Foster relations among residents, property owners, city government, the business community, and all civic and public service related organizations to encourage open communication through integration and unification; and
Promote Franklin’s history, natural resources and community spirit, the ingredients that foster a vibrant community; and
Encourage the development and support of new and existing businesses which help to build a viable business community; and
Develop strategies for the City of Franklin to help serve the needs of all residents and business owners; to grow and thrive as a community.

By-Laws

ARTICLE I

Name 

The official name of this organization shall be Choose Franklin. 

ARTICLE II

Purpose 

Choose Franklin is an inclusive citizen’s group focusing on promoting Franklin by building on past achievements to facilitate future success.  The purpose of Choose Franklin is to:

·                     Foster communications among residents, property owners, city government, the business community, and all civic and public service related organizations,

·                     Promote the historical and natural resource ingredients of a vibrant community,

·                     Encourage the development of new businesses which help to build a vibrant downtown, and

·                     Develop strategies for the City of Franklin to help serve the needs of all residents and business owners to grow and thrive as a community. 

ARTICLE III

Membership 

Membership shall be defined as anyone who participates in the program. This includes residents, students, businesses, municipal employees, organizations and any other community members who support the program in any way.

 ARTICLE IV

Regular Membership Meetings 

The monthly meeting of the members shall be held on the first Thursday of each month, or at such other time on such other day as shall be fixed by the general Membership, for the purpose of addressing general organizational issues. 

For voting purposes, each member is entitled to one vote.  A majority of the Members of the general Membership in attendance shall constitute a quorum. 

ARTICLE V

Advisory Board 

Section 1. The Advisory Board shall consist of not less than five (5) persons, nor more than nine (9) persons.  Board membership will consist of the four (4) Committee Chairpersons (Organization, Economic, Marketing/Promotions, Design).  Remaining board members will be selected from the membership base. 

Section 2. Duties and Powers: The Advisory Board shall act in an advisory capacity regarding the management of the affairs and business of the program. It shall also: 

(a)   assist in determining, monitoring and implementing major policies for the operations of the program

(b)   determine, establish and/or revise long range planning to include a mission statement, statement of philosophy, and strategic plan

(c)   help identify and resolve strategic issues which are key to the program’s success

(d)   attend and participate regularly in board meetings and functions

(e)   participate actively on one or more Board committees

(f)     support Choose Franklin activities with time, talent and/or money

(g)   assist in raising funds to support Choose Franklin activities

(h)   develop effective team relationships with board, members and community

(i)      support overall mission and decisions made by the entire Board.  Act as a unified body in official responsibilities 

Section 3. Election of Advisory Board Members: The initial Board shall be appointed by the general membership. Board members shall serve staggered terms with the initial order of election determined by the Board.

Board Members: The Board shall be elected by the membership at the annual meeting. Terms of office shall begin immediately after election. The terms of office for Board members shall be a minimum of one (1) year, not to exceed three (3) years. A Board member shall not serve more than two (2) consecutive three-year terms without full Board approval.

Chairperson:  A Chairperson shall be elected from the Advisory Board.  The Chairperson shall serve a minimum term of one (1) year, not to exceed three (3) years.  The Chairperson shall not serve more than two (2) consecutive three-year terms without full Board approval. 

Section 4. Vacancies, Resignation and Removal: Any vacancies on the Advisory Board or in any committee may be filled by affirmative vote of the remaining board members. Board members so elected shall serve until the next annual meeting, at which time a successor shall be elected and hold office for the remainder of the term of the Advisory Board member who created the vacancy.  Any Board member may resign his or her seat by delivering a written resignation to the Chairperson. 

Any Board member may be removed from office at any time with or without cause, by a vote of two-thirds (2/3) of the entire Board (excluding the member in question) at any regular or special meeting of the Board, provided that advance notice of such action is given to all Board members at least two (2) weeks before approval of the action is sought. A Board member who fails to attend three (3) consecutive meetings without just cause may be removed from the Board. 

ARTICLE VI

Committees 

Section 1. Officers: The officers of the Board shall be the Chairperson, Vice Chairperson, Treasurer and Secretary. All officers shall be members of the Advisory Board. 

Section 2. Duties and Powers:  

(a)   Chairperson: The Chairperson shall be generally charged with facilitating activities of the Board, or properly delegating such duty. If no one has been delegated, the Advisory Board Members present shall choose a substitute. The Chairperson shall report on the affairs of the organization to the Advisory Board at the annual meeting and at any other time they may require. The Chairperson shall confer with Chairs of all Committees on the fulfillment of committee responsibilities.

(b)   Vice Chairperson: The Vice Chairperson shall have the powers of the Chairperson in the absence or disability of the Chairperson. The Vice Chairperson shall have the additional duties as the Chair or Board shall assign. In the event of a vacancy in the office of the Chairperson, the Vice Chairperson shall perform the duties of the Chairperson until the Board fills the office of the Chairperson.

(c)   Treasurer: The Treasurer shall keep, or cause to be kept, the records of the financial transactions of the program. The Treasurer shall submit reports at all regular meetings of the Advisory Board. 

(d)   Secretary: The Secretary shall take and distribute all minutes of the Advisory Board meetings. The Secretary shall also notify members at large and the community of upcoming Choose Franklin meetings.  The Secretary shall perform other such duties as the Board may direct. 

Committees shall be established as follows: 

Organization:  The Organization committee's main goal is to build consensus and cooperation among the members of Choose Franklin.  The Organization committee will oversee the program by providing needed volunteer support for fundraising, capacity-building, volunteer management, and community outreach components. Volunteers on this committee will help in developing the objectives of the organization and support the other committees through ad-hoc relationships and hands-on projects. It will involve assembling the appropriate human and financial resources to implement a viable day-to-day program.

Economic:  The objective of this Committee is to strengthen our community's existing economic assets, while expanding and diversifying its economic base. The program will focus on sharpening the competitiveness of existing business owners and recruit compatible new businesses and new economic uses to build a commercial district that responds to consumers' needs. This Committee will also continually focus on converting unused or underused commercial space into economically productive property that will help to boost the profitability of the district. The Committee will work to encourage existing retailers to expand, improve, and grow their businesses as well as attract new retail opportunities to the corridor.
 

Marketing & Promotion:  Marketing and Promotion will primarily focus on selling the image and benefits the Franklin community, by marketing the unique characteristics to shoppers, investors, new businesses, and visitors.  This Committee will develop promotional strategies that assist in forging a positive image through retail promotions, special events, marketing campaigns carried out by local volunteers, and advertising.

Design:  This committee will focus on enhancing the design and appearance of downtown through historic preservation.  This Committee will seek to promote an inviting atmosphere, created through attractive window displays, parking areas, building improvements, street furniture, signs, sidewalks, street lights, and landscaping, to convey a positive visual message. Design activities will also include instilling good maintenance practices in the commercial district, enhancing the physical appearance of the commercial district by rehabilitating historic buildings, encouraging appropriate new construction, developing sensitive design management systems, and long-term planning. 

ARTICLE VII

Advisory Board Meetings 

Section 1. Regular Meetings: The Advisory Board shall conduct their regular meetings on at least a quarterly basis, with a minimum of three (3) meetings per year. The meetings shall be open to the public, except the Board may go into executive session as necessary. 

Section 2. Special Meetings: A special meeting of the Advisory Board may be held: 

(1)   at the request of any two (2) of the members

(2)   at the request of the Chairperson, or other officer 

If a quorum cannot be present, all non-attending Board members shall be polled by email (or phone if necessary). The minutes shall record the decision made and which members, if any, were polled by email (or phone). Their preferences shall be stated in writing at the next Board meeting and the results entered into the minutes of the next meeting. 

The person(s) calling for the special meeting shall determine the time and place thereof. All Board members shall be notified, in writing, no less than twenty-four (24) hours in advance of said meeting. The notice shall contain the date, time, place and purpose of the meeting. In addition, the notice shall be posted to the program website.  

Section 3. Quorum: A majority of the members of the Advisory Board shall constitute a quorum. 

Section 4. Minutes: Minutes shall be kept of all meetings of the Advisory Board and shall be approved by the Board at its next meeting. Copies of the minutes shall be available for inspection by any member of the organization, following Board approval. 

ARTICLE VIII

Annual Meeting 

Section 1. Annual Meeting: The annual meeting of the members shall be held on the first Thursday in February each year, or at such other time on such other day within such month as shall be fixed by the Advisory Board, for the purpose of electing Board members, committee chairs and officers and for the transaction of such other business as may come before the meetings.  If the day fixed for the annual meeting shall be a legal holiday in the State of New Hampshire, such meeting shall be held on the next succeeding business day. If the election of Board members shall not be held on the day designated herein for any annual meeting of the members, or at any adjournment thereof, the Advisory Board shall cause the election to be held at a special meeting of the members as soon thereafter as conveniently may be.  A member entitled to vote at the annual meeting shall be defined as an individual who has attended at least three (3) regular member meetings of the organization within the previous twelve (12) months. 

Section 2. Place of Meeting: The Advisory Board may designate any place either within or outside the State of New Hampshire as the place of meeting for any annual meeting or for any special meeting called by the Advisory Board. 

Section 3. Notice of Meeting:  A written notice of all special meetings of the Members shall be delivered not less than ten (10) nor more than fifty (50) days before the date of such meeting, either personally or by mail to each member of record at his/her address as it appears on the books of the Corporation, stating the place, day, hour and purposes of such meeting. Every member shall for all purposes be deemed to have been notified of any meeting if he/she shall be present at such meeting or shall in writing waive notice thereof either before or after the meeting. No notice of the time, place or purpose of any regular or special meeting of the members shall be required if every member waives such notice. 

ARTICLE IX

Contributions 

The program may accept any gift, grant, contribution, donation or bequest for the purpose of achieving the goals of the program. Monetary donations may be used for:

• Program and office supplies
• Promotion
• Contracted services
• Training and Travel
• Equipment
• Transportation
• Other program related costs as deemed necessary by the Board

ARTICLE X

Fiscal Year 

The fiscal year shall follow a standard calendar year, beginning on January 1 and ending on December 31.

 ARTICLE XI

Successor Organization 

Upon the dissolution of the corporation, all assets shall be liquidated and all proceeds applied to the outstanding debts of the organization. After all outstanding debts are paid, any remaining assets shall be distributed to the successor exempt corporation, Greater Franklin Chamber of Commerce, 340 Central Street, Franklin, New Hampshire, 03235, within the meaning of section 501(c)(3) of the Internal Revenue Code or corresponding section of any future Federal Tax Code or shall be distributed to the Federal Government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Merrimack County Probate Court, or A Court of Common Pleas of the County in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. 

No benefit, except for approved compensation as set forth herein, shall be conferred upon any officer or board member upon dissolution. 

ARTICLE XII

Indemnification 

The program shall indemnify and save harmless for loss or damage any person employed by it, any officer or board member, and any volunteer, from personal financial loss and expense, including reasonable attorney’s fees, all costs, if any arising from any claim, demand, suit or judgment for reason of negligence or other act resulting in accidental injury to a person or accidental damage to or destruction of property if the indemnified person at the time of the accident resulting in the injury, damage or destruction was acting within the scope of his or her employment, office or volunteer duties. No indemnification shall be provided for any person with respect to any matter as to which such person shall have adjudicated in any proceeding not to have acted in good faith. 

ARTICLE XIII

Conflict of Interest 

Any possible conflict of interest on the part of any member of the Board, officer or employee of the organization, shall be disclosed in writing to the Board and made a matter of record through an annual procedure and also when the interest involves a specific issue before the Board.  Where the transaction involving a Board member, trustee or officer exceeds five hundred dollars ($500) but is less than five thousand dollars ($5,000) in a fiscal year, a two-thirds vote of the disinterested directors is required.  Where the transaction involves exceeds five thousand dollars ($5,000) in a fiscal year, then a two-thirds vote of the disinterested directors and publication in the required newspaper is required.  The minutes of the meeting shall reflect that a disclosure was made, the abstention from voting, and the actual vote itself.  Every new member of the Board will be advised of this policy upon entering the duties of his or her office and shall sign a statement acknowledging, understanding of and agreement to this policy.  The Board 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 XIV

Amendments to Bylaws 

These bylaws may be amended at any regular or special meeting by a two-thirds (2/3) majority vote of the Board members in attendance. Amendments must be presented, in writing, to the Board members at least two (2) weeks prior to the meeting at which it/they will be addressed.