NESBA By-laws

BY-LAWS
of the
NEW ENGLAND SOCIETY OF BOTANICAL ARTISTS
Article I
Name

The name of the Corporation is the “New England Society of Botanical Artists” hereafter referred to as the “Corporation” or the “NESBA”. The NESBA is organized as a nonprofit corporation as defined by the State of New Hampshire.

Article II
Purpose

The NESBA has been organized to operate exclusively for charitable and educational purposes, including but not limited to, the following:

A. Said organization is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes the making of distributions to organizations that qualify as exempt organizations under section 502 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code.[1]

B. The NESBA shall educate the public about botanical art and illustration which will be accomplished through exhibitions, lectures, workshops, classes, and other outreach programs. Emphasis will be placed on the study of New England plant diversity and the preservation of such plant species.

C. The NESBA recognizes that botanical art and illustration is a work alone discipline that is demanding and technically challenging. It will therefore provide a variety of forums for its members and guests to meet and discuss issues while also providing for camaraderie among other botanical artists, illustrators, scientists and historians.

D. The NESBA shall conduct any reasonable and lawful activities that may be necessary and useful in accomplishing the foregoing purposes.

Article III
Formation

Founding Director, Sarah Roche, formed the New England Society of Botanical Artists in 2005.

Article IV
Principal Office

The NESBA shall encompass the states of Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island, and Vermont and will accept ASBA members from outside of New England. The principal office of the NESBA is 53 Newfane Road, Bedford, NH 03110. NESBA may also maintain additional offices at such other places within or without the State of New Hampshire as may be designated by the Board of Directors.

Article V
Resident Agent

Representative for NESBA to the State of New Hampshire shall be a New Hampshire resident.

Article VI
Board of Directors

A. General Powers and Duties

The NESBA Board of Directors shall provide leadership for the Corporation. The affairs and property of the NESBA shall be directed, managed, and controlled by the Board of Directors. The Board of Directors shall have, and may exercise, any and all powers provided in the Articles of Incorporation or in the New Hampshire Not-For-Profit Corporation Law which are necessary and expedient to accomplish the purposes of the Corporation.

B. Election and Composition of the Board of Directors
     1. The Officers of the NESBA Board of Directors shall be elected by a                               three-quarters vote (75%) of the Board of Directors on a biennial basis at the Annual           Fall Meeting. Officers of the Board of Directors are:
          a. President
          b. First Vice President (Membership chair) 
          c. Second Vice President (Program chair)
          d. Recording Secretary 
          e. Treasurer, and
          f.  Immediate Past President 

     2. The Board of Directors shall consist of:
          a. Officers 
          b. Founding Director
          c. Representative for NESBA to the State of New Hampshire
          d. six (6) Members-at-Large, and
          e. other Board of Directors as deemed necessary to accomplish the                                       purposes of the Corporation. 

           The number of Directors constituting the Board of Directors shall
           be fixed by resolution of the Board, but shall not be more than twenty (20)                          and no fewer than eight (8). 

     3. The only non-elected members of the Board of Directors shall be the                                  Founding Director, Sarah Roche and the NESBA Representative for                                  New Hampshire. They shall make recommendations to and have full voting rights              on the Board of Directors. Every three (3) years the Board shall recommend                      whether the Founding Director Sarah Roche, should continue serving on the Board.

     4. Each election cycle shall stand on its own. There will be no automatic step up from            one position to another.

     5. Directors shall be elected by a majority vote of the Board of Directors on a                        biennial basis at the Annual Fall Meeting from a slate of nominees prepared by the              Nominating Committee.

     6. The President shall select the Nominating Committee Chairperson. With the approval          of the President, the Nominating Committee Chairperson shall recommend the                  Nominating Committee: 1 member of the Board of Directors plus one (1) member-at-          large. The Nominating Committee is automatically discharged when its report is                  presented to the Board.

     7. A Director shall be a member in good standing of the NESBA and the                                American Society of Botanical Artists (ASBA).

     8. Officers and Directors shall serve a two-year term and are eligible for election for two          additional consecutive terms. An Officer or Director who has served three                          consecutive terms (6 years) must sit out at least one year before being eligible for re-          election to the Board.

     9. A vacancy on the Board of Directors shall be filled by a three-quarters  (75%) vote of          the Board from a slate of nominees prepared by Special  Nominating Committee. An          individual who is elected to fill an un-expired term consecutive terms.

     10. A Director may resign at any time by giving written notice thereof to the                              President and Recording Secretary of the NESBA.

     11. A Director may be asked to resign, with or without cause, by a three-                                quarters vote of the other Directors in office.

 C. Conflict of Interest

      1. Each Director, prior to taking his/her position on the Board, shall submit in writing to           the President a list of all businesses or other organizations of which s/he is an                   officer, director, trustee, member, owner (either as a sole proprietor or partner),                   shareholder, employee or agent, with which the Corporation has, or might                           reasonably in the future enter into, a relationship or a transaction in which the                     Director would have a conflict of interest. The President shall become familiar with             the statements of all Directors in order to provide counsel should a conflict arise. 

     2. At such time as any matter comes before the Board that may give rise to a conflict            of interest, the affected Director shall make known the potential conflict, whether                disclosed in his/her written statement or not, and after  answering any questions that          might be asked of him/her, shall withdraw from the meeting for so long as the                    matter shall continue under discussion. Should the matter be brought to a vote,                  neither the affected Director nor any other Director with a potential pecuniary benefit           from said transaction with the Corporation shall vote on the matter.

     3. The Board will comply with all requirements of New Hampshire law where conflicts             of interest are involved, including but not limited to the requirements of a two-thirds             vote where the financial benefit to a Director is between $500 and $5,000 in a fiscal           year and to the requirement of a two-thirds vote on the matter under consideration               by the Board and publication in the required newspaper where the financial benefit               exceeds $5,000 in a fiscal year. The New Hampshire statutory requirements are                incorporated into and made part of this conflict policy.

D. Compensation 

No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be carrying on of propaganda, or otherwise attempt to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign or behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.[2]

E. Meetings of the Board of Directors

     1. The Board of Directors shall meet a minimum of four times per year, one of which              shall be an Annual Fall Meeting. Directors must be given at least 15 days prior                  notice and a proposed agenda for such meetings. A quorum (75%) of the Board                  must be in attendance before business can be voted on. All matters before the Board          of Directors shall be decided by a majority (51%) vote of the Directors present at the          meeting at which a quorum exists.

     2. Meeting may be held within any of the New England states at a location to be                    determined by the President.

     3. Regular Board Meetings shall be held within 15 days prior to each General                          Membership Meeting.

     4. Special Board Meetings may be held whenever called by the President,                              Vice Presidents or any two (2) or more Directors. Final disposition shall not be                    taken by the Board on any matter other than those specified in the notice of such                special meetings.

     5. The Board and any committee designated by it may conduct any of their meetings by          means of a conference telephone, internet or similar communications equipment                 which will allow all participants to be heard before votes are taken. Participation by            such means shall constitute presence in person at a meeting. 

     6. The general membership will be notified of Regular Board meetings and                              are welcome to attend. To participate in any such meeting they must request                     and receive approval by the Board to be placed on the agenda.

     7. Minutes of all regular and special board meetings will be distributed to the general               membership in a timely manner.

Article VII
Membership

A. Members 

The NESBA shall maintain a minimum of five (5) contributing members. All members of the NESBA are required to be members of the American Society of Botanical Artists (ASBA).

B. Dues 

All members must pay annual membership dues to ASBA which shall be payable in January of each year. The Board of Directors shall determine the amount of dues to NESBA.
A member may be dropped from membership if their dues are more than three (3) months in arrears. An overdue member will be advised of this decision by letter from the Membership Chairperson as directed by the Board of Directors.

C. Participation

Members may participate in all NESBA activities provided that their NESBA & ASBA membership dues are current.

D. Exhibitions 

Members are eligible to exhibit their botanical works in any exhibit designated as “Members Only” provided that their dues are current.

E. General Membership Meetings

General Membership Meetings will be held at least four (4) times per year, one of which shall be an Annual Fall Meeting. Notification of time and location shall be at least two (2) weeks prior to the meeting by e-mail and/or post card. The general membership may attend Board meetings which will provide educational and peer interaction opportunities.

F. Publications

Members shall receive all NESBA and ASBA member publications.

Article VIII
Intellectual property and confidentiality

Use of any ASBA and/or NESBA intellectual property, such as name, logo, or other copyrighted materials, will be handled in accordance with ASBA guidelines which require prior written authorization from the applicable Board of Directors. The ASBA/NESBA member list is confidential and shall not be sold, traded, transmitted or otherwise disseminated without written authorization from the ASBA and NESBA.

Article IX
Dissolution

Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes 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 disposed of shall be disposed of by the Court of Common Pleae of the county in which the principal office of the organization is then located, exclusively for such purposed or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.[3]

Article X
Indemnification

Corporation Officers and members of the Board of Directors shall be indemnified in accordance with the most current By-Laws of the ASBA and/or of the NESBA. 

Article XI
Amendents

The Bylaws shall be amended by 51% majority of a quorum of the Board of Directors. Amendments may become effective immediately upon approval by said majority. Amendments are subject to review and approval by ASBA.
















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