Notice: Amendments to the Festival bylaws were presented and discussed at the WFFF annual meeting on January 9, 2017. The amendments were posted for additional public review and finalized via vote at the Festival board meeting on February 13, 2017.
Article I – Name and Object
The name of this organization shall be the Fall Foliage Festival, Inc.
This association is organized as a non-profit organization for the purpose of promoting, planning, and supporting an annual Fall Foliage Festival, the proceeds of which shall be used for community projects of the Town of Warner.
Article II – Membership
Any interested person shall be eligible for membership in this organization.
Voting privileges shall be accorded those members who have actively participated as a volunteer within that yearâ€™s festival.
Article III – Board of Directors
The government of the corporation and the direction of its work shall be vested in a Board of Directors consisting of ten (10) members, three of whom shall be elected annually for a term of three years as hereinafter provided and one, the Treasurer, who will be appointed by the Board of Directors annually. A member of the Board of Directors who has completed a three year term shall be eligible for re-election by vote of the membership at the Annual Meeting. Subject to the discretion of the Board of Directors, any board member missing three (3) meetings, without good cause, may be removed. The Directors shall have the power to fill all vacancies on the Board until the next annual meeting or at a special meeting called for that purpose. The Board of Directors may adopt rules for the conduct of the business of the Corporation and shall meet as necessary, but not less than quarterly at such time and place as shall be determined by them.
The Board of Directors shall be elected by a majority vote of the membership present at the annual meeting of the Corporation or at a â€œspecial meeting called for that purpose.â€
A nominating committee, made up of three (3) members of the Board of Directors, shall nominate from the membership of the Corporation at least as many nominees as there are vacancies on the Board of Directors. The nominating committee shall file a list of the nominees recommended with the Secretary not later than fifteen (15) days before the election. Nominations other than the ones recommended by the committee may be made by any member from the floor.
The secretary shall post in a minimum of three (3) locations in the Town of Warner ten (10) days prior to the election a list of the nominees recommended by the Nominating Committee. The Secretary shall publicize annual and special meetings.
The Board of Directors shall also select the dates for the Fall Foliage Festival.
For the conduct of business, a majority of the members of the Board shall constitute a quorum.
Article IV – Officers
Within ten (10) days after the annual election, the directors shall meet and elect a President, Vice President, and Secretary for the ensuing year. The President, Vice President and Secretary of the Board shall be elected from the members of the Board of Directors. The Treasurer will be appointed by the Board of Directors on an annual basis.
The President shall preside at all meetings of the corporation and perform all duties incident of the office. The President shall, subject to the approval of the Board of Directors, appoint all committees within the Corporation and shall be an ex-officio member of all committees. The President shall cause the books to be audited annually by an auditor independent of the Board.
The Vice President shall act in the absence of the President and shall assist the President in all duties incident to the office.
The Secretary shall conduct the official correspondence, preserve all books, documents and communications and maintain an accurate record of the Corporation and of the Board of Directors meetings.
The Treasurer of the Corporation shall be appointed by the Board of Directors from the membership for a term of one year. It shall be the duty of the Treasurer to receive and disburse the funds and maintain accurate financial records for the corporation. No disbursements shall be made unless authorized by the Board of Directors. All disbursements shall be made by check signed by the Treasurer. At all board meetings, the Treasurer shall make reports to the Board of Directors. At its discretion, the Board may require that an acceptable bond be given in such sum as determined by the Board, to assure the faithful performance of the duties of the office.
Article V – Committees
The Board of Directors shall authorize and define the powers and duties of all committees. The Board of Directors shall also appoint any and all committee members.
The Request Review Committee, which shall include four (4) Board Members and one (1) former Board Member, reviews and presents to the Board of Directors, their recommendation for projects that have requested funding. This review shall be completed by October 30th and presented to the membership for vote on or before the annual public meeting.
Article VI – Meetings of the Corporation
The Board of Directors may provide for holding public meetings whenever it may be considered necessary.
The Board of Directors shall call a meeting upon petition signed by no less than twenty (20) members.
The annual public meeting of the Corporation shall be publicized and shall be held following the festival, but not later than January 15th at a time and place to be determined by the Board of Directors.
The Board of Directors and seven (7) members in good standing shall constitute a quorum at all public meetings.
Article VII – Projects
Requests for funding must be submitted to the Request Review Committee by September 30th prior to the Festival.
The funds to be allocated from the Fall Foliage Festival shall be used toward awarding funds to build or purchase a specific tangible project excluding any and all operating expenses. Requests shall be solicited from the membership, considered by the Request Review Committee and presented to the Board of Directors with recommendations. The membership will vote on each request at a public meeting.
Proceeds allocated to specific projects shall be disbursed only for the intended purpose, and if not expended for such purpose by December 1st of the second year following allocation, shall revert to the Corporation for reallocation by vote of the membership at a public meeting.
The Corporation may receive money from any source for allocation in the same manner provided for allocation of festival proceeds. Such receipts and festival proceeds not previously allocated may be allocated by vote of the membership at any public meeting publicized in the manner provided for annual meetings of the Corporation.
Fund allocations shall be fulfilled in the order of their adoption by vote or votes of the membership.
Article VIII – General
The Board of Directors shall have the power to make any purchases for equipment not exceeding $2,500.00 total. Expenditures exceeding that amount must be authorized by the membership at a public meeting.
There shall be a $200.00 minimum set aside for current expenses, and $2,500.00 minimum maintained as an emergency reserve fund.
No part of the activities or funds of this Corporation shall be devoted to the carrying on of propaganda or otherwise attempting to influence legislation.
Article IX – Fiscal Year
The fiscal year shall begin on the first day of January.
Article X – Parliamentary Procedure
All questions of parliamentary procedure shall be settled by the latest edition of Robertâ€™s Rules of Order.
Article XI – Amendments
These by-laws may be amended by a two-thirds vote of those present at any regular or special meeting of the Corporation, provided notice of the proposed change shall have been publicized not later than ten (10) days prior to such meeting.
Article XII – Dissolution
In the event the Corporation shall ever terminate or be dissolved by operation of law or by any proceeding, the funds and assets then remaining shall be turned over to the Trustees of Trust Funds of the Town of Warner, New Hampshire, the interest and principal to be held in trust, and the interest distributed by said Trustees to organizations in and for the use within the Town of Warner, New Hampshire.
Conflict of Interest Policy
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