Attachment C: By-Laws
more than twenty-one (21) Members the Board shall consist of not less than eleven (11)
Members and not more than twenty-one (21) Members. The size of the Board’s
membership may be increased or decreased by amendment of these By-Laws.
Section 5.8 Meetings
The Chair may call meetings of the Board at any time, and a Special Meeting
must be called when requested in writing by twenty-five percent (25%) of the
Directors. Notice for a Special Meeting of the Board must be provided to each Director
in writing at least five (5) days prior to the Special Meeting and shall specify the
purpose of the Special Meeting. Only the items indicated in the Notice shall be acted
upon at a Special Meeting.
Section 5.9 Annual Meeting of the Board
The Annual Meeting of the Board Directors shall be held immediately
following the Annual Membership Meeting , or at such other time as may be
established by the Board, for the purposes of electing officers, receiving reports on the
financial fitness and activities of CPCNH, and determining the direction of the
organization for the coming year. The specific location and time of the Annual
Meeting of the Board and the Membership shall be held at such place as may be
designated from time to time by the Board.
Section 5.10 Electronic Participation at Meetings of the Board
To the extent permitted by RSA 91-A the Directors or the members of any
committee may participate in, and act at any meeting, using any means of
communication so long as all persons participating in the meeting can communicate
with each other concurrently. Such communication includes video, audio, electronic,
and telephonic conferencing. Participation by telephone or other electronic means
shall be equivalent to presence in person at a meeting for the purposes of determining
if a quorum is present. All Directors attending meetings by audio or electronic
conferencing shall be entitled to vote as if they were personally and physically present
at the meeting and their votes shall be recorded by the Secretary as completed via
audio or electronic attendance. E-mail is not considered a proper form of electronic
participation ata meeting. Only those attending a meeting in-person may vote to
break a tie.
Section 5.11 Record of Meetings
The Secretary or, in the absence of the Secretary, one of the Directors designated
by the Chair and participating in the meeting, shall keep a record of Board meetings.
Section 5.12 Quorum
At all meetings of the Board, twenty-five percent (25%) of the Directors then
serving shall be necessary and sufficient to constitute a quorum for the transaction of
business. The act of a majority of the Directors present at any meeting at which there
is a quorum shall be considered the act of the Board, except as may be otherwise
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