Attachment C: By-Laws
through their representatives to the Board of Directors, may elect additional voting
Directors by majority vote, such that there is always a minimum of five (5) voting
Directors. The term of such additional voting Directors shall end when there are at least 5
Members with representation on the Board of Directors,
5.3.2 Subsequent Boards
Until such time as there are a total of twenty-one (21) Members, all Member
representatives or their alternates shall serve as Directors. At such time as there shall be
more than a total of twenty-one (21) Members, members of the Board (“Directors”) shall
be selected from the representatives and alternates of Members of CPCNH, and such
other persons as provided in Section 5.4 of these By-Laws. At such time, to ensure the
broadest support for the goals of CPCNH, the organization shall seek Board members
who reflect the qualifications and diversity determined by the Board in its policies.
Among these considerations the Board shall at all times, so long as there are
sufficient Member representatives from each of the following designations,
include the following: not less than two Directors from cities, not less than two
Directors from towns, and not less than two Directors from counties or joint
powers authorities. There shall not be two or more Directors that represent the
same city, town, county, or joint powers authority. Every reasonable effort shall
be made to assure geographic diversity on the Board.
Section 5.4 Non-Voting Members
The Board, by majority vote, may appoint non-voting persons to serve on the
Board based on their expertise in areas valuable to the operations of CPCNH and as
liaisons with other related organizations.
Section 5.5 Terms of Office
Starting with the first election of Directors by the Membership pursuant to
paragraph 5.3.2. Directors shall serve three (3) year terms, staggered so that
approximately one-third (1/3) of the Directors will be elected each year. There shall be
no term limit.
Section 5.6 Election
Directors of CPCNH shall be elected by majority vote of the Members in
attendance at each Annual Membership Meeting. Attendance at the Annual
Membership Meeting may be in the manners specified in Section 5.10 of these By-
Laws. Vacancies on the Board may be filled by majority vote at any Regular Meeting
or Special Meeting of the Board, and those so elected shall fill the unexpired term of
their predecessors in office.
Section 5.7 Number
The initial Board shall consist of all the Member representatives or their
alternates, plus such additional Directors as may be elected pursuant to paragraph
5.3.1 until such time as there are more than twenty-one (21) members. When there are
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