Attachment C: By-Laws
Meeting of the Board called expressly for that purpose, or whenever, in its judgment,
the best interest of CPCNH would be served thereby.
ARTICLE VIII
CHIEF EXECUTIVE OFFICER
The Chief Executive Officer shall be engaged by the Board in such manner as it
determines. The title for the Chief Executive Officer be part of the negotiations with the
Board. The Chief Executive Officer serves at the pleasure of the Board. The
Executive Committee shall review compensation and annual performance evaluation in
a process conducted by the Chair of the Board.
In general, the Chief Executive Officer shall be responsible for the administration
and management of CPCNH. The Chief Executive Officer shall participate in all Regular
Meetings of the Board and shall be responsible for carrying out the objectives of the
organization; subject to such written policies, directions and procedures as may be
established from time to time by the Board. The Chief Executive Officer shall be
responsible for the day-to-day operation of CPCNH, and is empowered to hire
additional staff, who report to the Chief Executive Officer, when the Board votes to
authorize a position and a budget line to support it.
A position description (for the Chief Executive Officer and any other staff) with
specific responsibilities will be drafted and reviewed as part of the annual performance
evaluation process.
Prior to hiring a Chief Executive Officer or in the absence of a Chief Executive
Officer the Board may retain such consultants and interim staff, such as an acting
manager, as it may determine is appropriate.
ARTICLE IX
AMENDMENTS
Section 9.1 Amendment of By-Laws
Except as otherwise provided by law, these By-Laws may be amended by a vote
of not less than two-thirds (2/3) of the Members in attendance at the Annual
Membership Meeting, any Regular Meeting, or any Special Meeting, provided that
written notice of the proposed amendments are distributed to each Member at least
fourteen (14) days prior to such meeting at which it is to be acted upon.
Further, all amendments must be consistent with the Articles of Agreement and
the JPA, and this Article IX, Article XI, and Article XIII may not be amended unless
such amendment is approved by the governing body of each Member.
The Board shall, as may be required by law, report to the New Hampshire
Attorney General, Charitable Trust Unit, a copy of any By-Law Amendments.
Page 11 of 14
-29.
