NHVA By-Laws

NHVA By-Laws Amended 11 August 2018

ARTICLE I – Objects of the Association

Section 1: We, the veterans who served in the New Hampshire Units or Regiments, or in any other branches of the United States and are now residents of New Hampshire and have served faithfully in the U.S. Army, Navy, Marine Corps, Air Force, Coast Guard, Nurse Corps or other branches of the United States Armed Services, and who have received an honorable discharge therefrom, do unite to establish a permanent Association. As an Association, we shall hold an Annual Reunion, where during one day of the year we can lay aside the cares of life and renew the ties of fraternity and loyalty contracted in camp, the battlefield, the prison, and in the hospital.

Section 2: This Association has the unique responsibility for maintaining the reservation, artifacts, and records passed down to us by the New Hampshire Union Veterans of the Civil War. New Hampshire contributed 21 Regiments and 5 separate Companies, plus further unassigned volunteers to the Union Army in that war. Succeeding veterans and veterans’ organizations have maintained the reservation, and added further artifacts and records from all the conflicts since the Civil War to our collection. Our organization will continue to recruit all eligible veterans to assist us in the task of preserving our legacy, and educating the public as to the extraordinary effort that the ordinary soldiers have made to preserve our union, our country, and our way of life.

 

Section 3: Membership in and the use of all facilities on the New Hampshire Veterans Association property shall be at the risk of the members and/or their guests. The New Hampshire Veterans Association shall be held harmless for any damage or injury to person or property which may occur stemming from membership in or use of said property.

ARTICLE II – Name

This Association will be known as the New Hampshire Veterans’ Association.

ARTICLE III – Admission to Membership

Section 1: Any person shall be eligible for membership in good standing in this organization who:

  1. Has served faithfully in the Armed Services of the United States of America, and;
  2. Has received an honorable discharge as proven via Department of Defense Document 214 (DD-214) or other official government discharge document;
  3. Is a legal resident of the state of New Hampshire as proven via copy of their New Hampshire issued driver’s license or New Hampshire state issued ID, no other ID cards can be/or will be accepted.
  4. Is not affiliated with any other organization whose objective, mission or ideals are in conflict with those of the NHVA.

Any active duty personnel can join via annual membership only until receipt of an Honorable Discharge. The first year will be free of charge.

Life Membership can be obtained only after Honorable Discharge.

Membership for Son’s of Union Veterans in the NHVA cannot exceed their membership type in the Son’s of Union Veterans organization.

Section 2: The annual dues for membership in this organization shall be twenty-five ($25.00) payable in advance. The membership year is January 1st- December 31st.

Section 3: Persons eligible for active membership in this Association may become active/life members upon the payment of such sums as may be determined by the Board of Directors, from time to time, provided that there shall be suitable recognition of differences in age among the several groups composing the membership of the Association. The Board of Directors may on occasion deny the eligibility of a person on an individual basis.

Section 4: In the event that State or Federal law should require the Association to certify that our members have had certain military experience in order to maintain our tax exempt status, and the record of a member lacks said proof pf service, the member shall be given notice to provide the required proof. If after three (3) notices, and one (1) year from the first notice, the member shall be suspended if unable to provide the required proof.

Section 5: To remain a member of the NHVA, in good standing, and permitted use of the NHVA amenities, attendance at regular membership meetings and voting privileges at such meetings, members must have a valid DD-214 discharge, or other official government document, proving honorable discharge from the Armed Services, on permanent file with the Association.

Section 6: There shall be an Auxiliary to the New Hampshire Veterans’ Association known as the New Hampshire Veterans’ Association Auxiliary, made up of immediate family members to include member parents, spouse, siblings, and children age 18 and older who are New Hampshire residents at the time of application. A Memorial membership shall be available for the immediate family of a NH Veteran who has fallen in battle within the preceding two years.

At the Annual Reunion, the President and Treasurer of the Auxiliary shall render a written report showing activities and financial conditions. At all scheduled meetings of the New Hampshire Veterans’ Association, the President and Treasurer of the Auxiliary shall submit a written correct financial report for the Auxiliary. An Auxiliary member will no longer qualify for NHVA membership if divorced from a sponsoring member or sponsoring member is removed from the NHVA for any reason from this day September 1, 2012.

ARTICLE IV – Meetings

Section 1: Association Members shall meet at the Weirs during June and August, and in Concord during November and April, unless directed by the Board or at the call of the President. Notice to be given a minimum of ten (10) days previous to the date of the meeting.  A posting at least ten (10) days prior to a meeting on the NHVA website, calendar and/or social media site shall serve as proper notice of such meetings. It shall be the membership’s responsibility to check for updates.

Section 2: Special meetings of the Board and/or the Association may be called in an emergency by the President or on written application by not less than seven (7) members of the Board of Directors. No business shall be in order at a special meeting except such as shall have been indicated in the notice of such meeting.  In the event an emergency meeting is needed, the President, or the Vice President in the President’s absence, may call the meeting via telephone or e-mail to all members of the Board. A quorum for this meeting shall be no less than seven (7) Board members.

Section 3: The Annual Encampment and reunion of the Association shall take place during August, and shall be known as Veterans Association Day. The Annual Meeting of the Association shall be held on the second Saturday of August for the purpose of electing officers, hearing reports of the Secretary, Quartermaster, Treasurer, Auditors, and Committees, and for the transaction of such other business as may properly come before the Association. 

Section 4: At any meeting, each member in good standing who is present shall be entitled to cast one vote and there shall be no voting by proxy.

ARTICLE V – Officers

Section 1: The officers of this Association shall consist of a President, Vice-President, Secretary, Quartermaster, Treasurer, Judge Advocate, Chaplain, Membership Chairman, Historian, the immediate Past President, and the Board of Directors which will consist of twelve (12) members; the following five (5) Elected officers: President, Vice-President, Secretary, Treasurer, Quartermaster, and seven (7) additional Board members who shall be elected from the general membership of the association. Terms shall be for a period of two (2) years in even numbered years.

Section 2: All members in good standing of this Association shall be eligible to hold any office in the Association.

Section 3: Any Officer or Director of the Association, being absent three consecutive meetings without reasonable excuse, shall be dropped and a successor appointed by the President. An officer or director, who has been dropped from their position, shall not be allowed to hold a position on the Board or be elected as an officer for three years from the end of the fiscal year during which they were dropped.

Section 4: The Officers of the Association shall be nominated and elected by ballot or otherwise, as the Association may determine, at the Annual Meeting and shall assume their duties immediately following the Annual Meeting at which they are elected with the exception of the Quartermaster, who will assume his/her duties at the close of the current summer season.

Section 5: The President shall appoint a successor to fill any vacancy that may occur during the year by death, resignation or otherwise.

Section 6: Seven (7) members of the Board of Directors will constitute a quorum.

Section 7: Ten (10) members of the Association will constitute a quorum at any meeting.

ARTICLE VI – Duties of Officers

Section 1: It shall be the duty of the President to preside at all meetings of the Association and of the Board of Directors, to enforce a strict observance of the By-Laws to detail all officers and committees not otherwise provided for, call all meetings of the Association and Board of Directors and to perform other duties in connection with the office as the good of the Association may require. The President shall co-sign with the Treasurer all notes, checks, drafts, orders for the payment of monies of the Association which shall be authorized by the Board of Directors; and shall execute with the Secretary and Judge Advocate all deeds, mortgages and other documents when authorized by said Board. The Association shall prescribe and determine such remuneration for the period of the President’s conduct of duty.

Section 2: It shall be the duty of the Vice-President to preside in the absence of the President, and to perform all the duties incumbent upon that officer. In the absence of the President and the Vice- President, the Immediate Past President shall choose a Chairman pro-tem. The Vice-President will perform such as Bike Week Coordinator or responsibilities as are required by the Vice-President’s position or determined by the Association. The Association shall prescribe and determine such remuneration for the period of the Vice- President’s conduct of duty.

Section 3: It shall be the duty of the Secretary to record of the proceedings and transactions of all meetings of the Association and the Board of Directors, and to conduct the correspondence of the Association and to file all books and papers in the office (at Quartermaster’s availability) except membership book and records, to send out such notices as are directed by the President; to process the correspondence of the organization; to keep on file in a comprehensive manner copies of all correspondence sent and received. The Secretary shall have the custody of copies of the record books of the Association. The Secretary will perform such other duties or responsibilities as required by the Secretary’s position or determined by the Association. The Association shall prescribe and determine such remuneration for the period of the Secretary’s conduct of duty.

Section 4: It shall be the duty of the Quartermaster to let property to proper parties for such donations as the Association may prescribe. The Quartermaster shall turn over to the Treasurer of the New Hampshire Veterans’ Association all donations and appropriate paperwork. The Quartermaster will perform such other duties or responsibilities as are required by the Quartermaster’s position or determined by the Association. The Association shall prescribe and determine such remuneration for the period of the Quartermaster’s conduct of duty.

Section 5: It shall be the duty of the Treasurer to receive all donations due the Association unless otherwise provided, shall be custodian of funds and securities of the Association, shall pay all properly approved drawn upon the Treasurer, keep an account of all donations received and expended, keep account of all paperwork, and render a written financial statement at each meeting of the Association (and at such other times as may be required to do so). The Treasurer will perform such other duties or responsibilities as are required by the Treasurer’s position or determined by the Association. The Association shall prescribe and determine such remuneration for the period of Treasurer’s conduct of duty.

Section 6: An annual audit of the books and accounts for the prior fiscal year of the Treasurer and Quartermaster shall be conducted prior to the November meeting. The audit report shall be made to the members of the Association. A copy of said report shall be incorporated in the minutes of the meeting.

Section 7: It shall be the duty of the Board of Directors to take charge of all details in connection with the Annual Reunion and in conjunction with the officers of the Association to make it what it has been since it’s institution, the Veterans’ Association Day. The members shall attend all meetings and perform such duties in connection with their positions as the good of the Association may demand. The Board of Directors shall have management and control of the property, business and affairs of the Association. In the event that a situation arises for the management of the property or management of the Association business which needs a decision within five (5) days, a poll of the Board members by phone or other method which results in a majority favoring the same decision; then that decision shall be valid. A note shall be included in the minutes of the next scheduled General membership meeting with the details, date of occurrence, and member’s votes.  

Section 8: It shall be the duty of the Judge Advocate to rule on all parliamentary procedures at meetings. The Judge Advocate will conduct, advise and review, with the officers and/or Board of Directors, all contract negotiations. The Judge Advocate will perform such other duties and responsibilities as are required by the Judge Advocate’s position or determined by the Association. The Association shall prescribe and determine such remuneration for the period of the Judge Advocate’s conduct of duty.

Section 9: It shall be the duty of the Membership Chairman and or Quartermaster to accept applications for membership, to act as custodian and keep a record of names and addresses of members showing source of eligibility. The Membership Chairperson will ensure all such evidence of eligibility has been supplied and to issue a membership card in a timely fashion. When issuing cards, the Membership Chairman shall make the new member aware of the schedule of meetings. The Membership Chairman shall also introduce new members to the Association at meetings. The Membership Chairperson shall/will have custody of all membership related evidence to membership, Membership records are to be kept in Headquarters only and in off times at the Membership Chairperson’s home in a locked box furnished by the NHVA. The Association shall prescribe and determine such remuneration for the period of the Membership Chairman conduct of duty.

Section 10: It shall be the duty of the Historian to be responsible for the collection, categorization and storage of historical consequence of the New Hampshire Veterans’ Association, with the direction of the Association’s Board of Directors. The Historian shall turn over to the Treasurer of the New Hampshire Veterans’ Association all donations and appropriate paperwork in a timely manner. The Association shall prescribe and determine such remuneration for the period of the Historian conduct of duty.

Section 11: The President, Treasurer and Quartermaster shall be properly bonded.

ARTICLE VII – Rules of Order

Section 1: Sequence of Order – All proceedings of the Association shall be in concurrence with the Administrative Rules of the Association and Roberts Rules of Order Revised.

Section 2: Conduct – All members attending a meeting of this Association shall conduct themselves in an orderly fashion. They shall raise their hand and, upon recognition by the President or Chairperson, shall stand and address the President or Chairperson, state their name for the record and then shall speak on the subject.

Section 3: Disciplinary Actions – All matters of a disciplinary nature shall be presented to the Judge Advocate in writing and signed by the member(s) presenting the charge(s). Appropriate charges shall be based on disloyalty, neglect of duty, dishonesty, conduct unbecoming of a member of the Association and posting of derogatory statements about the NHVA, or it’s members on social media.  Based upon the Judge Advocate’s findings, the Board of Directors shall have the authority to suspend or expel any member for violation of this section or violation of the camp, cottage, property or parking rules. Disciplinary actions shall include firstly, a verbal warning documented in the Disciplinary Log held by the Quartermaster and reported to the Board as soon as is reasonably possible. Upon a repeated violation by the same member, the disciplinary action must include a written warning documented in the Disciplinary Log held by the Quartermaster and reported to the Board as soon as is reasonably possible, and finally, upon a third violation, the Board will convene to vote for suspension or expulsion of the member from the Association. This is a temporary suspension and will last only until the next General membership meeting, when final disposition will be determined by the membership and will stand.

Section 4:  Automatic Suspensions – Any member who posts derogatory statements about the New Hampshire Veterans’ Association in a public place shall be automatically suspended for one year from the date of the next meeting following when such action takes place.

Any member who brings a lawsuit against the Association for the member’s personal gain shall be suspended permanently from membership.

In either case, a three quarters positive vote by the Board shall be required to restore a person’s membership, if requested.

ARTICLE VIII – Amendments

Section 1: Any part or whole of these By-Laws may be amended by two-thirds (2/3) vote of those present at any Annual Meeting of the Association.

Section 2: Any proposed amendment to the By- Laws to be acted upon shall be submitted in writing to the Secretary in time to be presented to the Board of Directors at the Director’s meeting prior to the Annual Encampment meeting, said meeting to be publicized in order that all members be appraised of the date of such meeting.

Section 3: The Fiscal Year for the New Hampshire Veterans’ Association shall be December 1 – November 30.

Section 4: At each annual meeting, the Secretary shall read aloud the categories of businesses that the Association makes payments to, such as carpenters, painters, plumbers, roofers, excavators, caterers, insurance agents, curators, and any new business added in the previous two years. The Secretary will then ask each Officer and Director if they, or a close family member, have any interests in any of the announced businesses. If any of those queried have such a connection, the disclosure is for the benefit of the members as well as a caution as to how bids for such services will be treated. Where the transaction involving a Board member, Officer, or employee of the Association exceeds five hundred dollars ($500), a two-thirds (2/3) vote of the disinterested Directors and Officers is required. At such time as any matter comes before the Board, and after answering any questions that might be asked, the Director or Officer shall withdraw from the meeting for so long as the matter shall be under discussion. Should the matter be brought to a vote, neither the affected Director nor Officer, nor any other Director or Officer with a pecuniary benefit transaction with the Association, shall vote on it. The minutes of the meeting shall reflect that a disclosure was made, the abstention from voting, and the actual vote itself. Every new member of the Board and new Officers will be advised of this policy by the Secretary, upon entering his or her office. The Board and Officers will comply with all requirements of New Hampshire law in this area.

ARTICLE IX – Conflict of Interest Policy (Including Pecuniary Benefit Transactions)

It is the policy of the New Hampshire Veterans Association (the “Association”) to comply with the requirements of New Hampshire RSA 7:19, II and 7:19-a in its dealing and transactions with Directors and Officers. In compliance with those statutes, the Association has adopted this Conflict of Interest Policy.

I  –  Conflicts of Interest – Generally, each Director/ Officer shall serve only for the charitable purposes of the Association, and not for other expressed or intended reasons; Directors/Officers shall avoid conflicts of interest and the appearance of conflicts of interest and shall comply with this Policy. As described below, certain transactions require specific disclosure and non- participation in meetings, and other transactions are prohibited altogether. Each member and Officer is obligated to submit a Conflict of Interest Disclosure Statement. The Statement (together with this policy) shall be distributed to the Directors and Officers prior to taking office, and shall be completed, signed and delivered by each Director/ Officer upon taking office, and annually thereafter and at such other dates as the circumstances may require in order to fully and fairly disclose potential conflicts of interest.

II: Pecuniary Benefit Transactions under State Law

  1. Introduction – Pecuniary benefit transactions are prohibited, unless expressly exempt or permitted under this Policy.

 

  1. Definitions.

a. “Financial Interest” means an interest in a transaction exceeding $500.00 in value for any Director or Officer on an annual aggregate basis.

b. “Fiscal Year” means the Association’s fiscal year, which commences on December 1 and ends on the immediately following November 30.

c. “Immediate Family” means the spouse, parents, children and spouses of children of a Director or Officer and such other applicable persons as may be defined under administrative rules or otherwise.

d. “Indirect Financial Interest” means an interest in a transaction that involves a person who is an immediate family member of an Officer, or an entity of which a Director or Officer (or member of immediate family of a Director or Officer) is a proprietor, partner, employee or Officer.

e. “Pecuniary Benefit Transaction” means a transaction with the Association in which a Director or Officer has a direct benefit or indirect financial interest.

 

  1. Exempt transactions – The following transactions are not considered Pecuniary Benefit Transactions:

a. reasonable compensation for services of a person who serves as an Executive Director (or comparable position);

b. reimbursement of expenses incurred in connection with the official duties of a Director or an Officer;

c. a benefit provided to a Director or Officer, or a member of the immediate family thereof, if

(i) the benefits are provided or paid as part of a program, benefit or payment to the general public; and

(ii) such benefit is provided pursuant to the Association’s written eligibility criteria as adopted in accordance with its by-laws or applicable law; and

(iii) the Director, Officer or immediate family member meets all such eligibility criteria;

d. transaction entered into by the Association prior to the date the person with the conflict of interest became a Director or an Officer which is not completed on the date the person becomes a Director or an Officer; and

e. a transaction between the Association and a Director or an Officer involving less than $500.00 in value on an annual aggregate basis during the fiscal year of the Association.

 

  1. Prohibited Transactions – The following Pecuniary Benefit Transactions are prohibited:

a. loans of money or property to a Director or Officer; and

b. the sale, lease (for a term of greater than 5 years), purchase or conveyance of any interest in real property to or from a Director or an Officer, unless approved in advance by the probate court, or unless it is a bona fide gift to the Association from the Officer or Director.

 

  1. Permitted Transactions. Pecuniary Benefit Transactions are permitted if all of the following conditions are met:

a. the transaction is in the best interest of the Association;

b. the transaction is for goods or services purchased or benefits provided by the Association in the ordinary course for reasonable, actual or discounted value;

c. the transaction is fair to the Association;

d. the transaction is approved by a two-thirds majority of the Board of Directors, [excluding the affected Officer or Director, or any other Officer or Director who has had a Pecuniary Benefit Transaction (which is not exempt or permitted) with the Association in the same fiscal year after notice of the transaction to, and full discussion by the Board of Directors in the absence of the involved Officer or Director and others who have had a Pecuniary Benefit Transaction (which is not exempt or permitted) in the same fiscal year;

e. the minutes of the meeting report in detail the discussion and record the action taken;

f. the Association maintains a list of the Pecuniary Benefit Transactions and reports such transactions to the Director of Charitable Trust with its annual report; and

g. if the transaction, singly or when aggregated with other transactions involving the same Officer or Director in the same fiscal year, amounts to five thousand dollars ($5000.00) or more, newspaper publication and notice to the Director of Charitable Trusts is provided before consummating the transaction, said notice stating, at a minimum, the Association’s name, the name of the Officer or Director, the nature of the transaction, and the specific dollar amount at issue.

 

  1. Record and Filing – The Association shall keep records of all meeting at which Pecuniary Benefit Transactions are discussed and shall compile a list of all transactions which are approved. The list shall be filed by the Association with its annual report to the Director of Charitable Trusts.
  2. Duty to Report – Any Director or Officer who believes he or she is involved in a Pecuniary Benefit Transaction (which is not exempt or permitted) shall promptly bring this to the attention of the Convener. This applies to direct or indirect involvement through an immediate family member or a business of which the Officer or Director (or an immediate family member) is an owner, Officer, Director or employee.

III –  Excess Benefit Transactions under Federal Law – Federal law and regulations prohibit transactions between the Association and persons with substantial influence over the Association (“disqualified persons”), in which the disqualified person, directly or indirectly, receives an economic benefit in excess of the value of the product or service provided (an 7 “excess benefit transaction”). Directors shall exercise reasonable care to assure that no excess benefit transactions are permitted and to comply in all other respects with the applicable law and regulations.

IV –  Statutory Requirements – The statutory requirements dealing with Pecuniary Benefits Transactions (NH RSA 7:19-a) and excess benefit transactions (IRC§4958) are incorporated in full herein by reference and made a part of this Conflict of Interest policy. Each Director and Officer of the Association is obligated to familiarize him or herself with the statutory requirements.

V – Procedural Summary

  1. Duty to Disclose – Each Director and Officer, prior to taking office, and all present Directors and Officers shall submit in writing to the chairperson of the Board of Directors and Executive Director (or comparable position) a list of all businesses or other organizations of which he or she is an Officer, Director, trustee, Member, owner (either as a sole proprietor or partner), shareholder, employee or agent, with which the Association has, or might reasonably in the future enter into, a relationship or a transaction In which the Director has or will have, conflicting interests. The chairperson of the Board of Directors shall be familiar with the statements of all Directors and Officers in order to guide his or her conduct should a conflict arise. This duty to disclose shall be continuing and updated annually and whenever the circumstances warrant.
  2. Voting – At such time as any covered Pecuniary Benefit Transaction matter comes before the Board of Directors, the affected Director shall make known the potential conflict, whether or not disclosed in his or her written statement, and after answering any questions that might be asked of him or her, shall withdraw from the meeting for so long as the matter shall continue under discussion. In addition, other Directors, who themselves have had Pecuniary Benefit Transactions (which are not exempt or permitted) with the Association within the same fiscal year, shall not participate in the discussion and shall withdraw. Should the matter be brought to a vote, neither the affected Director nor any other Director with a Pecuniary Benefit Transaction (which is not exempt or permitted) with the Association in the same fiscal year shall vote on it. The Board of Directors will comply with all the statutory requirements of applicable law where conflicts of interest are involved, including but not limited to the requirement of a two-thirds vote where the financial benefit to a Director is between five hundred dollars ($500.00) and five thousand dollars ($5000.00) in a fiscal year, and the requirement of a two-thirds vote and publication in the required newspaper where the financial benefit exceeds five thousand dollars ($5000.00) in a fiscal year.
  3.  
I, Robert Dionne, Secretary, do attest these By- Laws are True and Accurate as voted on by the membership on 11 August 2018.
Ken Weyler, Judge Advocate