Attachment C: By-Laws
specifically provided by the laws of the State of New Hampshire or these By-Laws.
No business shall be transacted at any meeting of the Board at which the required
quorum is not present, and the only motion, which the Chair shall entertain at such
meeting, is a motion to adjourn.
Section 5.13 Removal of Directors
Any Director may be removed at any time, with or without cause, by a vote of
two-thirds (2/3) of all of the Directors, with the exception of the Director subject
removal, at any Regular Meeting or Special Meeting of the Board called for that
purpose. In addition, any Director who fails to attend three (3) Regular Meetings of
the Board in a fiscal year may be asked to resign unless the Chair of the Board has
excused the absences.
Section 5.14 Manner of Acting
The act of a majority of the Directors present at a meeting at which a quorum is
present shall be the act of the Board, unless the act of the greater number is required
by law or these By-Laws.
5.14.1 To the extent permitted by RSA 91-A the Board may also act without a
meeting on any action required or permitted to be taken at a meeting if:
5.14.11 Written consent setting forth the action taken thereto is signed
by all the Directors and filed with the minutes of the meetings of the Board.
Written consents may be executed in any number of counterparts, all of which
when taken together shall constitute a single original consent.
5.14.1.2_ Consent by electronic mail setting forth the action taken thereto
is submitted and received by all the Directors and filed with the minutes of
the meetings of the Board. Such consents shall be treated as a vote of the
Directors for all purposes.
Section 5.15 Compensation
Board positions are voluntary, and Directors shall not receive any compensation
for their service as Directors from CPCNH. Compensation by a Member of its
representative is not precluded by these By-Laws. The Board may adopt policies
providing for reasonable reimbursement of Directors for incidental expenses incurred
in conjunction with carrying out their duties as Directors, such as extraordinary travel
expenses to attend Board meetings.
Section 5.16 Director Serving as Chief Executive Officer, Employee Serving
as Director
In no event may a Director serve as a Chief Executive Officer until six months
after his or her term as a Director or resignation from the Board. In no event may an
employee of CPCNH serve as a Director until six months after the termination of their
employment.
Page 8 of 14
-26-
