Choose Franklin By-Laws

ARTICLE I- Name

The official name of this organization shall be Choose Franklin.

ARTICLE II – Mission & Vision

Mission Statement

Choose Franklin is an inclusive group consisting of residents,

businesses, and interested parties, focusing on promoting Franklin

by building on past achievements to facilitate future success.

Vision Statement

Choose Franklin is committed to fostering cooperation, through

open communication, to help promote, encourage and develop key

elements of a successful community; sense of civic pride, open and

supportive municipality, maintenance and use of natural and

historic resources, public recreation resources, community events,

and a vibrant local economy.

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

Section 1: Regular meetings

The monthly meeting of the members shall be held on the first

Thursday of each month, or at such other day as shall be fixed by

the Advisory Board, for the purpose of discussion or presentation

of relevant topics to increase the knowledge of the attendees on

community, civic pride, use and maintenance of natural and

historic resources, local economy, art and recreation. Members and

Advisory Board members may choose to not meet some months of

the year due to other programs and/or typical low attendance

around major holidays.

Section 2: Quorum

Quorum shall be eight (8) members who have attended at least one

previous meeting, or a majority of attendees having attended one

previous meeting; whichever number is larger.

Section 3: Voting

For voting purposes, each member is entitled to one vote. A

majority of the members at the general Membership shall

constitute a positive vote.

ARTICLE V- Advisory Board

Section 1: The Advisory Board shall consist of not fewer than five

(5) persons, that have attended at least one previous general

meeting, and not more than fifteen (15) persons. Board

membership will consist of the Officers, the Past Chair, committee

chairs, and the City Manager or designee as a non-voting ex officio

member. Remaining Board members will be selected from the

membership base.

Section 2: Officers: The officers of the Board shall be the

Chairperson and/or Co-Chairperson, Vice Chairperson, Treasurer,

and Secretary. All officers shall be members of the Advisory

Board.

Section 3: Duties and Powers - Officers: (a) Chairperson/Co-

Chairperson: The Chairperson shall be generally charged with

facilitating activities of the Board, or properly delegating such

duty. 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 Advisory Board and general membership meetings. The

Secretary shall perform other such duties as the Board may direct.

Section 4: Duties and Powers - Advisory Board: The Advisory

Board shall manage the affairs and business of Choose Franklin. It

shall also: (a) Determine, monitor and implement major policies

for the operations of the organization (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

organization'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 members

of the community (i) Support overall mission and decisions made

by the entire Board, acting as a unified body (j) Vote on the

expending of funds

Section 5: 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 three (3) years. A Board

member shall not serve more than two (2) consecutive three- year

terms without a majority Board approval.

Chairperson: A Chairperson shall be elected from and by the

Advisory Board. The Chairperson shall serve a minimum term of

one (1) year, not to exceed three (3) years without a majority

Board approval.

Section 6: Vacancies, Resignation and Removal: Any vacancies

on the Advisory Board shall be filled by a member who has

attended at least one previous Board meeting and by affirmative

vote of the remaining Board members. 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- Advisory Board Meetings

Section 1: Regular Meetings: The Advisory Board shall conduct their regular

meetings on at

least a quarterly basis. The meetings shall be open to the public.

Section 2: Quorum: One-half plus one (1) of the Advisory Board

members in office shall constitute a quorum for the transaction of

business at any regular or special meeting of the Advisory Board.

Section 3: Emergency Meetings: An emergency meeting of the

Advisory Board may be held and called by the Chair/ Co-chair:

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.

Section 4: Minutes: Minutes shall be kept of all meetings of the

Advisory Board and shall be approved by the Board at the next

meeting where a quorum is present. Copies of the minutes shall be

available for inspection by any member of the organization,

following Board approval.

ARTICLE VII-Committees

All committees of Choose Franklin shall share the common mission of helping the other

committees to achieve their goals.

Civic Engagement

The goal of the Civic Engagement Committee is to foster non-

partisan community awareness of government affairs and

encouraging participation in government meetings and elections; to

liaison with City Officials to promote the vision of Choose

Franklin; inform membership of issues of public policy; promote

an active and informed citizenship in public affairs; oversee

Choose Franklin’s policy on advocacy. The committee shall

oversee the Candidates Forum sub- committee.

Candidates Forum Sub-Committee The Candidates Forum Sub-

Committee shall organize and oversee the annual non-partisan City

Officials Candidates Forum. The sub-committee will operate under

policies voted on and approved by the Board.

Community Connections

The primary goal of the Community Connections Committee shall

be to promote active community involvement and neighborhood;

link and work in partnership throughout the City to promote

inclusive and diverse membership; develop strategies to educate

the community about Choose Franklin’s vision and the initiatives it

undertakes - seek to gain widespread participation in its efforts; use

a variety of communication methods including, but not limited to,

websites, social media accounts, calendars, mobile applications,

newsletters, commercials, or public forums to increase awareness.

The committee shall work with other local entities for the purpose

of identifying meeting topics and breakfast sponsors.

Community Events and Recreation

The object of the Community Events and Recreation committee

shall be to promote and preserve Franklin's natural, cultural,

recreational, and historic resources for use by all ages; encourage

and work towards a pleasing aesthetic in the appearance of

downtown; assist with community events. The committee shall

oversee the Community Day sub-committee.

Community Day Sub-Committee

The Community Day Sub-Committee shall organize and oversee

the annual Choose Franklin Community Day. Income from the

event will be used to fund all expenses for the event. Funds will be

held in an account separate from Choose Franklin’s general fund.

The sub-committee may expend funds from the Community Day

account for the purpose of covering expenses for event operations

without Board approval. The sub-committee will operate under

policies voted on and approved by the Board.

Ad Hoc Committees

Ad Hoc committees may be appointed by the Board as needed.

ARTICLE VIII-Annual Meeting

Section 1: Annual Meeting: The annual meeting of the members

shall be held on the first Thursday in May 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

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 following Thursday or the following month at the regularly-

scheduled date and time. 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

can cause the election to be held at a special meeting of the

members as soon thereafter as convenient. 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 within the State of New Hampshire as the place of

meeting for any annual meeting.

Section 3: Notice of Meeting: A written notice of the Annual

Meeting shall be delivered not less than ten (10) nor more than

fifty (50) days before the date of such meeting, either personally or

by email 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.

ARTICLE IX- Physical Responsibility

The organization may accept any gift, grant, contribution,

donation, bequest, and/or conduct fundraising for the purpose of

achieving the goals of the organization. Monetary donations may

be used for 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,

FBIDC, Proulx Center, Memorial 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 an 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.

ADOPTED ON February 1, 2007

AMENDED ON February 2011

AMENDED ON December 2018