ARTICLE I

 

NAME

 

The name of this Association is the New Hampshire Foster & Adoptive Parent Association, herein

referred to as the Association.

 

ARTICLE II

 

PURPOSE

 

The mission of the New Hampshire Foster & Adoptive Parent Association is to support foster and

adoptive parents, and remain a consistent strong voice on behalf of all children.

 

¨ To bring together foster and adoptive parents, agency representatives and community people

who wish to work together to improve the foster care system and enhance the lives of all

children and families.

¨ To promote mutual coordination, cooperation and communication among foster/adoptive

parents, foster/adoptive parent associations, child placing agencies and other child advocates.

¨ To encourage the recruitment and retention of foster/adoptive parents.

¨ To inform the membership and general public of current issues regarding foster care and

foster care adoption.

 

ARTICLE III

 

MEMBERSHIP

 

The provisions for establishing membership and participation in the corporation are as follows:

 

Section 1 – Types of Membership: The corporation shall have Regular Members, Affiliate Members, and Corporate Members. 

 

Regular Members are individuals who are current or past New Hampshire-licensed foster and adoptive parents that support the corporation’s mission and have elected to join the corporation.  Regular Members shall have full membership voting rights and are eligible to serve on the Board of Directors.

 

Affiliate Members are individuals who support the corporation’s mission and have elected to join the corporation.  Affiliate Members may include DCYF employees, CASA volunteers, and individuals with personal or professional interests in foster care and adoption.  Affiliate Members shall not have membership voting rights but shall be eligible to serve on the Board of Directors.

 

Corporate Members are individuals who are business and industry leaders that support the corporation’s mission and have elected to join the corporation.  Corporate Members shall not have membership voting rights but shall be eligible to serve on the Board of Directors.

 

Section 2 – Dues: The Board of Directors may set annual dues for Regular Members, Affiliate Members, and Corporate Members.

 

Section 3 – Membership Year: All Regular Members, Affiliate Members, and Corporate Members memberships shall run from July 1st through June 30th.  Dues will be prorated.

 

Section 4 – Participation: The Members and the Board of Directors, their respective duties, and all other things pertaining thereto shall be set forth in the Bylaws of the corporation. 


 

ARTICLE IV

 

EXECUTIVE BOARD

 

Section 1. The Authority of this Association shall be vested in the Executive Board. The Executive Board

shall consist of the legally nominated and elected officers and five (5) Members at Large.

 

Section 2. Duties of the Executive Board shall include:

 

A. To interpret and enforce the provisions of The Articles of Incorporation and Bylaws of the

Association.

 

B. To promote by attitude and action constructive social action needed to bring about changes

and improvements in child welfare systems and in legislation pertaining to all children and

families.

 

C. To act as an information center and research body regarding child welfare matters and to

disseminate such information.

 

D. To provide a vehicle for communication among foster and adoptive parents, local foster and

adoptive parent associations and child welfare agencies.

 

E. To cooperate with other organizations which have similar objectives in whole or in part to

those of this Association.

 

F. To formulate such rules and regulations as in the opinion of the Executive Board are

essential to the interests and objectives of this Association.

 

G. To work cooperatively with DCYF and other agencies to develop and design trainings for

foster and adoptive parents and the local associations.

 

H. To attend all scheduled meetings. Three unexcused absences during the calendar year may

result in dismissal from the Board at the discretion of the Board.

 

Section 3. Terms of Office

 

A. The President, Vice President, Treasurer and Secretary will each serve a term of two (2)

years. Each officer may be re-elected for an additional two terms. Officers may serve a

maximum of three consecutive two-year terms for any one office.

 

B. The five (5) members at large will be elected to serve a term of two years. Members at large

may serve a maximum of three consecutive two-year terms.

 

C. In the event of resignation, incapacity, ineligibility of NHFAPA membership or death of the

President, the Vice President shall become President for the unexpired portion of the term. A

vacancy in any other, office besides the President, shall be filled by a current Association

member selected by the President for the unexpired term.

 

Section 4. Elections

 

A. Elections shall be held every year in April or during the 2nd calendar quarter.

 

B. The President and Secretary shall be elected to serve their terms of the office in each odd

year.

 

C. The Vice-President and Treasurer shall be elected to serve the term of office in each even

year.

 

D. Three (3) members at large shall be elected in each odd year.

 

E. Two (2) members at large shall be elected in each even year.

The provisions for disposition of the corporate assets in the event of dissolution of the corporation including the prioritization of rights of shareholders and members to corporate assets are as follows:

 

Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the 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 so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE V

OFFICERS

 

Section 1. The officers of the Executive Board shall be a President, Vice-President, Treasurer, and

 

Secretary. There will also be five (5) Directors who are Members at Large.

Section 2. Officer Responsibilities:

 

A. The President shall be the Chief Executive Officer, whose duties and responsibilities

shall include:

 

1. Preside at all regular, special or called meetings of the Association.

 

2. Shall be responsible for the general management and supervision of the affairs

and operation of the Association.

 

3. Have the authority to fill any unexpired Board vacancy and to approve or appoint

chairpersons of all standing committees as needed.

 

4. Be a member ex-officio of all committees.

 

5. Sign all contracts or obligations, with the Treasurer, authorized by the Executive

Board.

 

6. Officially represent the Association to the public.

 

7. Perform such other duties as provided by the bylaws or as may be designated by the

Executive Board.

 

B. The Vice-President shall:

 

1. In the absence of the President, chair all meetings of the Association

 

2. Assume the office of the President should the office be vacated.

 

3. Perform such other duties as provided by these bylaws or as may be designated by

the President and/or the Executive Board.

 

C. The Secretary shall:

 

1. Keep all minutes, agendas and attendance of the Association meetings.

 

2. Disseminate the minutes to the board and others the President might designate.

 

3. Perform such other duties as outlined by these bylaws or as may be designated by the

 

President and/or the Executive Board.

 

D. The Treasurer shall:

 

1. Be responsible for collecting and safeguarding all funds of the Association.

 

2. Be responsible for disbursements of funds as authorized by the President, and/or the

Executive Board.

 

3. Submit financial records to the Executive Board for an audit on call.

 

4. Be responsible for the filings of financial documents pertaining to the Association

and for maintaining the integrity of all contract obligations. These filings include

annual reporting required by local, state and federal authorities.

 

5. Sign all contracts along with the President.

 

6. Perform such other duties as outlined by these Bylaws or as may be designated by

the President and/or the Executive Board.

Section 3. Local Associations

 

A. NHFAPA endeavors to have a local group in each District Office area. Members of local

groups and affiliates are encouraged to attend NHFAPA meetings.

 

B. The purpose of the local associations/support groups at monthly NHFAPA meetings shall be

to serve as liaisons between the Association and the local association/support groups.

 

C. Each local association/support group has one vote at board meetings as appropriate.

 

Section 4. Committees

 

A. The Executive Board shall appoint committees to meet the purpose of the Association and

delegate to them enumerated powers and responsibilities.

 

B. Standing committees of the Association shall at least include:

Nominations

Conference

First Initial Response and Support Team (F.I.R.S.T)

 

C. The President, with the advice and consent of the Executive Board, may appoint other

committees and task forces. These committees and task forces shall report to the Executive

Board.

 

D. One member of each committee shall be selected chair by the committee with the approval of

the President.

 

Section 5. The Nomination/Appointment Process

 

A. The Executive Board shall designate/elect a total of three (3) Association members to

comprise the Nominating Committee. The Nominating Committee shall make a call for

nominations to the members of the Association no later than January.

 

B. To be nominated a person’s name must be submitted to the Nominating Committee. An

Executive Board nominee must be a current member of the Association.

 

C. The Nominating Committee shall interview and place prospective nominee names up for

legal nomination to the membership in April or during the 2nd calendar quarter. The electees

will be determined by a simple majority of votes cast by attending Association members.

 

 

ARTICLE VI

MEETINGS

 

Section. 1 The Executive Board shall meet at least six (6) times per year and then as called by the President

and/or as determined by the Executive Board.

 

Section 2. The Executive Board shall have a quorum when at least five (5) of its members are present.

When this is not possible absent members will be contacted for their vote after the meeting.

 

Section 3. The Annual Meeting of the Association members shall be held at least once a year at such

location and time, as the Executive Board determines.

 

Section 4. The members in attendance at the annual meeting shall constitute a quorum.

 

Section 5. Special meetings of the Association shall be held as called by the President and/or as determined

by the Executive Board.

 

ARTICLE VII

 

PARLIAMENTARY AUTHORITY

 

Except as otherwise provided in these Articles of Agreement or the Bylaws, as the same may be amended from time to time, the business and affairs of the Corporation shall be managed by its Board of Directors, comprised of no fewer than nine (9) and no more than eleven (11) directors. The exact number, qualifications, term, method of acting and method of election, appointment and removal shall be fixed in the Bylaws of the Corporation. 

 

The Corporation may adopt such Bylaws and make such rules and regulations as may be deemed necessary, and may from time to time alter, amend, and modify the Bylaws, or its rules and regulations, as may therein be provided for.  These Articles of Agreement may not be amended without the prior approval of at least seventy percent (70%) of the entire Board of Directors. 


 

ARTICLE VIII

 

BUDGET AND FINANCING

 

Section 1. The Executive Board shall be responsible for all financial revenue and disbursements. The duties

of the Treasurer as outlined in Article V Section 2D will include the recording and reporting of all

financial transactions. A published Treasurer’s report will be available at each Board meeting.

 

Section 2. Remuneration: Executive Board members shall not receive any compensation for their services

as members of the Board, but the Executive Board may authorize payment by the Association of

the expenses of the members for attendance at regular or special meetings of the board and other

board business.

 

Section 3. A budget shall be presented at the annual meeting.

 

Section 4. The Association may derive financing from voluntary contributions, grants, earned income, inkind

services and donations, and fundraising efforts. All financing must however, conform to the

501 (c) (3) regulations of the IRS Code, the State of New Hampshire, and the Charitable Trust

Division of the NH Attorney General’s Office.

 

ARTICLE IX

 

CONFLICT OF INTEREST POLICY

 

Section 1. All members of the Executive Board must read and sign the established policy as required by the

State of New Hampshire and the Charitable Trust Division of the NH Attorney General’s Office

as enacted into law effective August 1996. This requirement is for all non-profit organizations

and the Association requires all Board members to sign it as part of the membership

requirements.

The Corporation shall have and may exercise in furtherance of its objectives and purposes any one or more or all of the rights and powers of a voluntary corporation specified under applicable New Hampshire laws, including RSA 292 and 295 thereof; provided, however, that notwithstanding any other provisions of these Articles of Agreement, the Corporation shall neither have nor exercise any power, nor shall it engage in any activity directly or indirectly, that would invalidate its status as: (a) a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code, (b) a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (c) a not-for-profit voluntary corporation under the laws of the State of New Hampshire. Without limiting the foregoing, no part of the activities of the Corporation shall be the dissemination of propaganda, lobbying or otherwise attempting to influence legislation, except to the extent permitted by Section 501(h) of the Code, and the Corporation shall not participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of (or in opposition to) any candidate for public office.

 

Enrollment in any program supported by the Corporation shall not be based upon race, ethnicity, color, creed, sex, or national origin. 

 

A “pecuniary benefit transaction” (as defined in RSA 7:19-a, I) between the Corporation and its Directors or officers shall be prohibited unless it is in the best interest of the Corporation and all of the conditions set forth in RSA 7:19-a, II are satisfied.

 

ARTICLE X

 

CHANGING BY LAWS

 

The NHFAPA Bylaws may be amended by a majority vote of members in attendance at the NHFAPA

Annual or Special Meeting provided that the proposed bylaws amendment(s) has been published and

distributed to members at least three weeks prior to the meeting.

The Corporation may purchase, receive or take by grant, gift, devise, bequest or otherwise, lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal in and with, real or personal property, or any interest therein, wherever situated, in an unlimited amount, and may borrow and lend and may sell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage, pledge, encumber or create a security interest in, all or any of such property or any interest therein. The Corporation may solicit and receive contributions from any and all sources and may receive and hold, in trust or otherwise, funds received by gift or bequest.

 

ARTICLE XI

 

DISSOLUTION

 

Said corporation is organized exclusively for any purposes for which an organization may be exempt

from federal taxation under Section 501 (c)(3) of the IRS Code including for such purposes the

making of distributions to organizations that qualify as exempt organizations under Section 501 (c)(3)

of the Code, or corresponding section of any future federal tax code.

The Corporation may make grants, donations or contributions in such amounts as the officers and Directors shall determine, in furtherance of its purposes as set forth in Article II; provided, however, that as long as the Corporation is entitled to exemption from Federal income tax as an organization described in Section 501(c)(3) of the Code, it shall make no grants, donations or contributions other than for religious, charitable, scientific, literary or educational purposes.

 

 

ARTICLE XII:

 

Pursuant to the provisions of RSA 292:2, V-a and to the fullest extent permitted under New Hampshire law, except as otherwise set forth in the Corporation’s Bylaws, each Director and officer shall be indemnified by the Corporation against personal liability to the Corporation for monetary damages for breach of fiduciary duty as a Director or officer, or both, except with respect to: (1) any breach of the Director’s or officer’s duty of loyalty to the Corporation; (2) acts or omissions which are not in good faith or which involve intentional misconduct or a knowing violation of the law; or (3) any transaction from which the Director or officer derived any improper personal benefit.

 

 

ARTICLE XIII:

 

No part of the net earnings of the Corporation shall be divided among, inure to the benefit of or be distributed to its officers, Directors, or other private persons, except that the Corporation 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 Article II hereof, except as otherwise provided in the Corporation’s Bylaws.

 

 

ARTICLE XIV:

 

All references herein to (i) the Code shall be deemed to refer to the Internal Revenue Code of 1986, as now in force or hereafter amended, (ii) the RSA shall be deemed to refer to said statutes as now in force or hereafter amended, and (iii) particular sections of the Code or the RSA shall be deemed to refer to similar or successor provisions hereafter adopted.

Amended

April 12, 2002

October 2004

February 4, 2008

June 2, 2008

January 13, 2020