Article I Organization
Section I. Title and Mission
The title of the organization shall be: NASHUA AREA ARTISTS’ ASSOCIATION.
The organization is registered as a 501(c)3 tax exempt organization under the name of: Nashua Artists Association and is registered by the New Hampshire Department of Justice Charitable Trusts Division as a non-profit organization known as: Nashua Area Artists’ Association.
The Mission of the Nashua Area Artists’ Association (hereinafter referred to as the “Association”) is to inspire lifelong learning, empower the individual and engage the community of all ages in the visual arts.
Section 2. Objective
The Association shall be a permanent non-profit educational and cultural organization located in the Nashua, New Hampshire area. Its objective shall be the advancement of visual arts.
Section 3. Membership
Members: Anyone engaged or interested in the pursuit of any of the accepted branches of the arts may be a member. Members pay yearly dues and are entitled to vote for the election of officers and hold office. There shall be three tiers: Individual Membership, Family Membership, and College/University Student Membership. The minimum age for voting shall be eighteen years and .older.
Life Members: An artist member may be nominated and elected to life membership by a vote of two-thirds majority of the members in attendance at a regularly scheduled meeting of the Association. Life members pay no dues but maintain full membership privileges.
Only members in good standing shall be entitled to vote in the election of officers. The amount of yearly dues payable shall be established by the Board of Directors..
Article II: Board of Directors
Section 1. Composition, Duties and Powers
The Board of Directors (hereinafter referred to as the “Board”) shall be President, Vice President, Treasurer, Resource Development Director, Recording Secretary, Membership Coordinator, Webmaster, Communications Coordinator, Newsletter Editor and Gallery Director. The Board shall have general charge of the Association’s affairs, funds, and property and will manage its day to day affairs pursuant to applicable law, the Constitution and the Bylaws of the Association. The Board shall have the responsibility for the affairs of the Association as approved by the membership where applicable. The Board’s role is one of strategic leadership in defining and implementing the vision mission and core values of the Association. It shall adopt policies to ensure the effective stewardship and management of the Association’s human and financial resources and shall also oversee adherence to these policies.
The Board may create any committee, appoint persons to serve as members thereof, and change the composition of the committees. Unless otherwise provided by this Constitution and these Bylaws, each committee shall have members in good standing; and a majority of any committee shall constitute a quorum. Unless the Board otherwise designates, committees shall report to and be responsible to the Board and conduct their affairs in the same manner as is provided in this Constitution and these By-laws.
In case of vacancies, the Board shall elect new members to serve for the unexpired term. A majority of the members of the joint body of the Board and the Advisory Board shall constitute a quorum for any of its meetings and other duties.
Meetings of the Board shall be held monthly, the first Wednesday of each month, unless a different date is agreed upon by a majority of the Board. All meetings of the Board will be closed to the general memberships.
Section 2. President
The President shall preside at all meetings of the Association. In case of an equal division on any questions, s/he shall have a deciding vote. S/he shall keep the original certified copy of the Association’s Constitution and Bylaws.
Section 3. Vice President
The Vice President shall discharge all duties of the President in his/her absence. In the event of the absence of both the President and Vice President, a temporary Chairman shall be elected from among the Members of the Board.
Section 4. Treasurer
Treasurer shall handle the Association’s financial affairs and shall collect and under the direction and with the approval of the Board, disburse its funds. S/He shall keep a balanced account of all receipts and expenditures and shall present a written monthly financial statement to the Board as of the last day of the month ending prior to the meeting.
The Board of Directors shall appoint three (3) members for an Audit Committee to perform an internal audit of the financial policies and records at least annually. The Audit Committee will recommend external CPA audit reviews or CPA audits when required in applying for grants.
An Audited Annual Report shall be made available to all Board members within thirty (30) days after the end of the fiscal year. This report will be signed by the Treasurer. Copies of all monthly and annual reports shall be filed in the Association’s records. The Treasurer shall exhibit at all reasonable times, the financial records of the Association to any Board Member.
The Treasurer is responsible for filing required annual Federal and State Financial Reports. The position of Treasurer is an appointed position by the Board based on qualification.
Section 5: Resource Development
Resource Development Director shall be responsible for developing and implementing a plan for raising funds for both ongoing operations and special projects.
Primary responsibilities include preparation of proposals, grant applications, letters of inquiry, and individual applications. Responsibilities will include researching, identifying funding sources.
Ensure the completion of projects funded by grants and complete reports required by the grantor/donor. Making sure the sponsors’ support is announced in all public communication along with any relevant information (logos, links, etc.) coordinate in-kind donations.
Working with other directors, develop the annual board approved financial budget.
Section 6. Recording Secretary
The Recording Secretary shall be responsible for recording and archiving the Board of Directors’ meeting minutes for all regular and special Board meetings, including but not limited to taking notes and recording votes during said meetings. Said minutes are to be presented to the Board at the next regularly scheduled meeting.
Section 7. Membership Coordinator
Membership Coordinator shall be responsible for all communications with members via email and providing accurate information for the newsletters in regard to member news. S/He shall be responsible for tracking membership applications and renewals and developing programs to attract, engage, and retain members. S/he shall be responsible for greeting members at monthly meetings.
Section 8. Webmaster
Webmaster shall maintain an updated website for the Association as well as the design of all signage, brochures, flyers etc. that is issued on behalf of the Association.
The position of Webmaster is an appointed position by the Board based on qualification.
Section 9. Communications Coordinator
Communications Coordinator shall be responsible for all communications from the Association’s main email, distributing incoming inquiries to the appropriate Officer or Committees. Additional email blasts are to be sent at least one week prior to events. S/he shall provide notice of the date, time, and location of each meeting to every member in good standing not less than ten days before the meeting and shall keep the minutes of all meetings and shall send them out in a timely manner. S/he will have charge of all the corporation papers and perform all duties of the office as required by the board.
Section 10. Newsletter Editor
Newsletter Editor shall be responsible for gathering information from fellow Officers and members and present it in a timely newsletter put out every month.
Section 11. Gallery Director (Manager)
Gallery Manager is responsible for the overall operation of the Association’s gallery. Responsibilities include overseeing the planning, preparation and maintenance of exhibits and scheduling in the gallery as well as general administration, marketing and ensuring the installation of the works of arts in the exhibition space and managing inventory. The responsibilities also include supervising and training gallery volunteers. It is also the gallery manager’s responsibility to update the social media accounts and arrange writing press releases as well as to notify the webmaster of updates to the gallery portion of the website, including but not limited to obtaining images, artist statements, webpage addresses for all artists participating in exhibits at the gallery.
Section 12. Advisory Board
In addition to the Board of Directors, there shall also be established a group of three (3) members to be known as the Advisory Board. One of these members should be a past President, unless s/he took on another role. Candidates for this body are to be nominated and appointed by the Officers. Members of this Board shall attend all meetings, have full voting privileges, adhere to the same rules and guidelines established by this Constitution and these Bylaws regarding the Board, and assist in maintaining traditional policies of the Association.
Section 13. Election/Appointment of Board members.
The following Board position are elected or appointed as follows:
- President – Elected
- Vice President – Elected
- Treasurer – Appointed
- Resource Development Director – Elected
- Recording Secretary – Elected
- Membership Coordinator – Elected
- Webmaster – Appointed
- Communications Coordinator – Elected
- Newsletter – Elected
- Gallery Director – Appointed
- Advisory Board – Appointed
Section 14. Policies and Procedures
The Board of Directors shall maintain a Nashua Area Artists’ Association Policies and Procedures Manual that contains documents generated to guide the activities of the Association. The Board can add to or modify policies and procedures as required at any meeting of the Board of Directors.
Article III: Committees
Section 1. Area Art Initiative Committee
Area Art Initiative Director and the supporting Committee shall be responsible for the event and exhibition calendar, coordinating the setup and breakdown of all exhibitions, as well as the refreshment and event entertainment (music, etc.). S/he is responsible for establishing and maintaining exhibit opportunities outside of the Association’s gallery in local organizations and establishments. S/he will be responsible for managing the ArtHub, and setting up the schedules for internal/external workshops and classes. Committee will consist of Event/Program Committee, Media (print/online) Relations, and Social Media Relations. S/he shall serve as primary point of contact for all media inquiries. Proactively identify outlets/reporters to submit information related to the Association. Work closely with other departments to help craft communications strategy, press releases, and maintain consistency in organizational messaging. Help create, maintain, and disseminate all press materials. Assist in the promotion of the Associations’ events.
Section 2. Artist Development Program Committee
Artist Development Program Director and supporting Committee shall be responsible for soliciting applications and chairing the review committee for the annual scholarships. S/he is responsible for educational programming and the development of a strategic plan, while providing oversight of the Artists Development Program in partnership with Board. Manage participant and program staff recruitment processes. Formulate, direct and coordinate marketing strategies, activities and policies to promote ADP. Communicate with teachers, students, parents. to answer questions, disseminate or explain information and address complaints. Organize and run Emerging Art Student Talent programs and exhibitions, as well as the Scholarship and Internship Programs.
Section 3. Greeley Park Art Show Committee
Greeley Park Art Show Director and supporting Committee shall be responsible for coordinating the annual art show.
Section 4. Volunteer/Hospitality Committee
Volunteer Director shall manage the help of many volunteers to support the Officers and Committees in all aspects of the Association’s operations. S/he is responsible for finding, contacting, and managing volunteers. S/he is responsible for meeting and greeting guests and visitors at events but will not be responsible for correspondence or communication. The volunteer group, under the direction of the Volunteer Director, shall be made up of the Association’s members willing to volunteer their time. This group will be tasked to help in any activities as needed by the Association.
Section 1. Compensation for Services
Members of the Board of Directors and Advisory board shall be precluded from rendering services for compensation to the Association. However, they may be reimbursed for reasonable expenses associated with carrying out their duties in accordance with such policies as may be established by the Board of Directors from time to time.
Section 2. Standard of Care
An Officer shall perform his official duties, including as a member of any committee on which he may serve, in good faith, in a manner such Officer believes to be in the best interest of the Association and with such care, including reasonable inquiry, as an ordinary prudent person in a like situation would use under similar circumstances.
Section 3. Inspection
Every Officer of the Association shall have the absolute right at any time to inspect and copy all financial books, records, and documents, and to inspect the physical properties of the Association.
Section 4. Resignation
An Officer or member of the Board may resign with a thirty (30) day notice by delivering written notice of resignation to the President of the Association or to a meeting of the Committee.
Section 1. Amendments
Bylaws shall be reviewed by the Board, or a committee established for that purpose, each year, if necessary, prior to the Annual Meeting. These Bylaws may be revised, repealed, or amended by a simple majority of votes cast, usually at the Annual Meeting or a Special Meeting, provided that the written text of the proposed revision, appeal, or amendment is made available to all voting Board Members via email or paper delivery at least ten (10) days prior to the meeting where changes are to be discussed and voted upon. The Constitution may be amended by a two-thirds favorable vote of the Board Members present and voting at any regularly scheduled meeting; provided that such proposed amendment(s) is signed by at least five (5) Officers.
Section 1. Distribution of Assets on Dissolution
If, for any reason, the Nashua Area Artists Association is dissolved, its assets upon dissolution shall be distributed to another exempt organization to be used in such a manner that will best accomplish the general purposes for which the dissolved organization was organized.
Section 2. Gender
As used herein, “his”, “hers”, “he”, “she”, etc. are used interchangeably with no regard to a specific gender.
Section 3. Associated Organizations
The Association’s ArtHub, and any other associated organization, shall be operated and managed in a manner consistent with this Constitution and these Bylaws, as applicable, in addition to any other rules and procedures that may, from time to time, be approved and enacted for its operation by the Board of Directors of the Association.
Section l. Annual Meeting
The Annual Meeting of the Association shall be held in October at which time Officers as prescribed by the Constitution shall be voted on and elected by a majority vote. Each member in good standing shall have one (1) vote. The newly elected Officers will assume their official responsibilities at the regular November meeting. All Officers shall serve for two (2) years or until their successors are elected. An interim can be appointed if current officer is unable to serve until a successor is elected.
Section 2. Regular Meetings
Regular meetings of the membership of the Association shall be held monthly, the first Wednesday of each month, or other date as voted by the Board for convenience.
Section 3. Special Meetings
The President at his/her discretion may call special meetings of the Association. Notice of any special meeting is to be emailed or mailed via the Newsletter or other appropriate means at least ten (10) days before such meeting date to members in good standing at their last known address. The notice shall include the date, time, place, and purpose of the special meeting.
Section 4. Quorum
A minimum of five (5) Board Members shall constitute a quorum at all Board meetings of the Association.
Section 5. Elections and Nominations
At a regular meeting preceding the Annual meeting, the association shall accept nominations for each Officer position. If a member wishes to add themselves into the running for an Officer position, s/he must attend this meeting and present their bid for nomination. Officers shall be elected at the Association’s Annual meeting in October. They shall assume their duties at the beginning of the fiscal year of November 1st. At the regular meeting immediately preceding the Annual meeting, volunteers will be called upon to support the Officers as part of Committees.
Section 6. Voting
All members in good standing as of the date of the election may cast a ballot in person at the Annual Meeting or through mail (absentee ballots). All votes received shall be kept anonymous.
Section 7. Term & Vacancies
The term of elected Officers will be for two (2) years. Officer vacancies shall be filled by a special election if the previous Officer resigned within their term.
Section 1. Membership
Application for membership may be made to any member and referred to the Membership Coordinator. S/he is accepted upon payment of annual dues.
Section 2. Membership Fees
Yearly dues shall be payable on a rolling basis through the year. Members who are delinquent in the payment of dues shall forfeit their rights and privileges as members.
Section 3. Forfeiture of Membership
On the affirmative vote of a majority of the entire Board, recommendation of a forfeiture of membership shall be brought forward for the following reasons:
- Conduct deemed detrimental to the interests of the
- Non-compliance with any signed contracts, agreements or policies and
- Non-payment of
Before forfeiture of membership for reason a), the member shall be given by email or mail, to his last known address, reasonable notice of the proposed action. The member in question may appear at a meeting of the Board to appeal its proposed action.
Section 1. Amendments
The Bylaws may be amended in the same manner as heretofore provided for the amendment of the Constitution.
Section 2. Principal Office
The principal office of the Association shall be located within the State of New Hampshire.
Section 3. Fiscal Year
The fiscal year of the Association shall end on October 31st of each year, unless the Board determines otherwise.
Section 4. Loans
No loans shall be contracted on behalf of the Association and no evidence of indebtedness shall be issued in its name, unless authorized by a majority vote of the Board
Section 5. Governing Law
In all matters not specified in these Bylaws, or in the event these Bylaws shall not comply with applicable law, the laws of the State of New Hampshire as then in effect shall apply.
Section 6. Nondiscrimination Policy
The Nashua Area Artists’ Association follows an equal opportunity employment policy and employs personnel without regard to race, creed, color, ethnicity, national origin, religion, sex, sexual orientation, gender expression, age, physical or mental ability, veteran status, military obligations, and marital status.
This policy also applies to internal promotions, training, opportunities for advancement, terminations, outside vendors, members and customers, service clients, use of contractors and consultants, and dealings with the general public.
Section 7. Indemnification of Officers
The Association shall indemnify any person who was or is a party to any pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he is or was an Officer of the Association, against expense (including attorney fees), judgments, fines, and amounts paid in settlement, actually and reasonably incurred by him in connection with such action, suit, or proceeding, but only if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Association and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Subject to the foregoing, the Association may indemnify any such person in such circumstances to the fullest extent permitted by law. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contenders or its equivalent shall not of itself create presumption that the person (a) did not act in good faith and in a manner which he reasonably believed to be in the best interest of the Association and/or, (b) with respect to any criminal action or proceeding, had reasonable cause to believe his conduct was lawful. Notwithstanding anything in this Section 7 to the contrary, the Association shall not indemnify any Officer in connection with a proceeding by or in the right of the Association; or in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, which he was adjudged liable on the basis that personal benefit was improperly received by him.
To the extent that an Officer of the Association has been wholly successful on the merits in defense of any action, suit, or proceeding referred to in this Section 7, he shall be indemnified against expenses (including attorney fees) actually and reasonably incurred by him in connection therewith to the fullest extent permitted by law.
Section 1. Loans
The Association shall not make any loan of money or property to, or guarantee te obligation of any Officer, member, or agent.
Section 2. Pecuniary Benefit Transactions
Except as provided in Section 3 hereof, the Association or its Board shall not approve, or permit the Association to engage in, any pecuniary benefit transaction. A pecuniary benefit transaction is an action to which the Association is a party and in which one or more of its Officers or members has a direct or indirect financial interest in excess of $100 on an annual aggregate basis. An Officer or member shall be deemed to have an indirect interest in any pecuniary benefit transaction involving a person or entity of which an Officer or member, or a member of the immediate family of an Officer or member, is a proprietor, partner, employee, or Officer.
The following shall not be considered pecuniary benefit transactions:
- Reasonable compensation for expenses incurred in connection with official duties of an
- A continuing transaction entered into by the Association, merely because a person with a financial interest therein subsequently becomes an Officer of the Association.
Section 3. Approval
The Association may engage in a pecuniary benefit transaction if all of the following conditions are met:
- The transaction is for goods or services purchased in the ordinary course of the business of the Association, for the actual or reasonable value of the goods or services or for a discounted value, and the transactions are fair to the
- The transaction receives affirmative votes from at least two-thirds majority of all of the disinterested members of the Board, which majority shall also equal or exceed any quorum requirements specified in these Bylaws after full and fair disclosure of the material facts of the transaction to the Committee and after notice and full discussion of the transaction by the
- The Board shall maintain a list disclosing each and every pecuniary benefit transaction, including the names of those to whom the benefit accrued and the amount of the benefit, and keeps such list available for inspection by members of the
Section 4. Conflict of Interest
A conflict of interest or an appearance of a conflict of interest may arise when an Officer has a direct or indirect interest in another entity that enters into a transaction with the Association. Direct or indirect interests include any legal, equitable, or fiduciary interest or position in an entity by an Officer or member of an Officer’s family. Any such interest shall be disclosed and made a matter of record at the time of the election to the Board. No officer having a conflict or interest in any matter shall be counted in determining the quorum for the meeting, nor be present when the matter is discussed or voted on. Meeting minutes shall reflect that the disclosure was made, that the Officer abstained and was not present during the discussion or vote, and that a quorum existed not counting such Officer. The conflict of interest provision of this Section 4 shall be in addition to and not in lieu of the applicable provisions of New Hampshire law regarding conflicts of interest.
Bernadette Clement; Rosanna Killion, Charter Member; Peter Ashley; Donald Ellingwood, Charter Member; Gilbert Clement; and Herbert L. Smith
Amended in 1979
Stephanie Zanichkowsky; Ellen Davison; Beryl N. Smith, Past President; Bernadette Clement, Past President and Charter Member; and Donald Ellingwood, Charter Member.
Amended in 2001
Garry N. Henkel, President; Marla McCormick, Vice President; Harriet Winchester, Past President/Recording Secretary; Alberta Geyer, Corresponding Secretary; and Sue Whitten, Treasurer.
Amended in 2015
Jacqueline L. Barry, President; Jayson Gleneck, Vice President; Lauren Boss, Treasurer; Laura Barry, Webmaster, Newsletter Editor; and Teresa Moler, Advisory Board
Amended in 2019, signed in 2021
Jacqueline L. Barry, Co-President; Lauren Boss, Co-President; Barbara Lester, Recording Secretary; Samantha Bigelow, Treasurer; and, Jody Shaw, Resource Development Director.