Amended: June 29,2006

BY-LAWS OF THE INITIATIVE FOR A 20/20 VISION FOR CONCORD

ARTICLE  I
Name, Business Address and Purposes

Section 1. Name.  The name of the Corporation shall be as set forth in the Articles of Agreement, provided that the Corporation may use such trade name(s) and/or trade mark(s) as the Board of Directors may approve from time to time.

Section 2. Business Address.  The Corporation's legal address shall be as set forth in the Articles of Agreement, provided that the Corporation may establish such other office(s) for the conduct of its business as the Board of Directors may approve from time to time.

Section 3. Purpose.  The purposes of the Corporation shall be as set forth in the Articles of Agreement.

ARTICLE  II

Board of Directors

Section 1. General Powers and Duties.  The Board of Directors shall manage the business and affairs of the Corporation and shall have the powers and duties of a Board of Directors under New Hampshire law.  The Board may, from time to time to the extent permitted by law and these by-laws, delegate any of its powers and duties and the management of the day-to-day operations of the business of the Corporation to committees, officers, attorneys or agents for the Corporation, subject to such limitations as the Board may impose.

Section 2. Number of Directors and Constitution of Board of Directors. The Board shall consist of up to twenty-two (22) directors entitled to vote. It is suggested, although not required, that the Board include the following  persons by virtue of their roles in the community:  the Mayor of the City of Concord or a person the Mayor may designate from the City Council; the City Manager of the City of Concord or a person the Manager may designate from City administration; the Commissioner of the New Hampshire Department of Transportation or a person the Commissioner may designate; the Executive Director of the Central New Hampshire Regional Planning Commission or a member of the Commission the Executive Director may designate; the Chairman of the Planning Board of the City of Concord or a member of the Planning Board the Chairman may designate; the President of the Greater Concord Chamber of Commerce or a person from the Chamber Board of Directors the President of the Chamber may designate ; the President of the Concord School Board or a member of the School Board the President of the School Board may designate; the Executive Director of Groundwork Concord, Inc. or a member of the Groundwork  Board of Directors the Executive Director of Groundwork Concord may designate; the Executive Director of the Concord Main Street Program or a person designated by the Executive Director of the Main Street Program from its Board of Directors; and the Executive Director of the Corporation.

Section 3. Election and Term of Office of Elected Members of the Board of Directors.

a. The elected members of the Board of the Corporation shall be elected by the Board then serving, by a plurality of votes at the Board's annual meeting, provided that a quorum is present.  After the initial assignment of staggered terms as provided for in subsection (b) below, the term of office of each director shall be three (3) years and shall continue until his or her successor shall be elected and shall qualify.  No director shall serve for more than three consecutive terms, except those elected by virtue of their position stated in Section 2 above.

b. The Board shall upon the adoption of these amended By-Laws designate those elected members of the Board whose terms shall expire in the years 2005, 2006, and 2007.  The purpose of this is to provide that the terms so assigned shall expire on a staggered basis, and to permit the Board to so structure the terms of the members elected by it that the terms of office of approximately one-third of the elected members of the Board will expire each year.

Section 4. Resignation.  Any director may resign at any time by giving his or her resignation in writing to the other directors then in office.

Section 5. Removal.  A director may be removed from office at any time and with or without cause by vote of the Board at any regular or special meeting, provided notice of the vote is duly given in the call of the meeting.

Section 6. Vacancies.  If a vacancy occurs with respect to the position of any elected member of the Board of Directors, the vacancy shall be filled by action of a majority of the remaining directors although less than a quorum, who may choose a successor or successors who shall hold office for the unexpired term of the member of the Board whose departure from the Board gave rise to the vacancy.  Until any vacancy has been filled, the remaining directors then in office shall have full power and authority to act as the Board.

Section 7. Annual Meeting of the Board of Directors.  An annual meeting of the Board of Directors shall be held on a date during the month of July, as designated by the Board of Directors.  Members of the Board of Directors and officers of the Corporation shall be elected at this meeting.

Section 8. Regular Meetings.  Regular meetings of the Board of Directors may be held at such times and at such places as the Board of Directors may from time to time determine, and, if so determined, no other notice need be given.  It is anticipated, but not required hereunder, that the Board of Directors will routinely meet on a bi-monthly basis.

Section 9. Special Meetings.  Special meetings of the Board of Directors shall be held at any time or place whenever called by the Secretary upon request of the President or a majority of the Board of Directors members.

Section 10. Notice of Special Meetings.  Written notice of any special meeting must be delivered to, or sent by mail, postage prepaid, or by telecopier, facsimile communication, electronic mail, overnight carrier, or similar means of communication, to a member of the Board at such person's address on file with the Corporation at least five (5) days prior to the date of such meeting.

Any such special meeting of the Board of Directors may be held without such written notice providing all of the members of the Board are present or those not present have waived written notice thereof.  The attendance of a member of the Board at a meeting shall constitute a waiver of notice of such meeting unless the member attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Such special meetings shall be held at the time and place specified in the notice, and business transacted thereat shall be confined to the specific purpose or purposes stated in the notice of the meeting and matters reasonably incident thereto.

Section 11. Meetings by Conference Call.  Members of the Board of Directors or any committee designated by the Board of Directors may participate in a meeting of the Board of Directors or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can communicate with each other at the same time.  Participation by these means shall constitute presence in person at a meeting.

Section 12. Quorum of Board of Directors Members.  At any meeting of the Board of Directors, a majority of the voting members of the Board of Directors shall be necessary to constitute a quorum for the transaction of business, but a lesser number may adjourn any meeting from time to time without further notice.  At such adjourned meeting at which a quorum shall be present, such quorum shall then be able to vote on all matters that could have been voted on at the original meeting.

Section 13. Votes.  Each voting member of the Board of Directors shall have one vote on all matters to be considered by the Board, and the vote of a majority of the voting members of the Board present at any properly constituted meeting shall be necessary to adopt proposals, except as provided by statute, the Articles of Agreement, or these By-Laws.  A voting member of the Board of Directors who is present at a meeting of the Board at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless such member's dissent is entered in the minutes of the meeting or unless such member files written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting.  Such right to dissent shall not apply to a member of the Board who voted in favor of such action.

Section 14. Action Approved in Writing.  Any action approved in writing by all voting members of the Board of Directors shall be valid, regardless of whether a meeting of the Board of Directors has taken place.

Section 15. Committees.  The following shall be standing committees of the Board of Directors: an Executive Committee, a Nominating Committee, a Governance Committee and a Finance Committee.  The Board of Directors may appoint such other ad hoc committees and Task Forces from time to time as it deems appropriate.  With regard to these committees and Task Forces:

a. The Executive Committee.  The members of the Executive Committee shall include the Corporation's officers and the immediate past President of the Corporation.  The Executive Committee shall meet upon the call of the President or Vice President and shall provide such guidance to the Board of Directors, the officers, and the Executive Director as it deems appropriate from time to time. 

b. Nominating Committee.  The members of the Nominating Committee shall include the Secretary? of the Corporation and such other members as the Board of Directors may appoint.  It shall be responsible for proposing slates for the election of the elected members of the Board of Directors, and for the officers of the Corporation.

c. Governance Committee.  The members of the Governance Committee shall include the Secretary and such other members of the Board of Directors as the Board may from time to time appoint.  The Governance Committee shall provided guidance to the Board of Directors as to the internal governance of the Corporation, possible amendments to the Corporation's by-laws or Articles of Agreement and other like matters.

d. Finance Committee.  The members of the Finance Committee shall include the Treasurer and such other members of the Board of Directors as the Board may from time to time appoint.  The Finance Committee shall be responsible for developing an annual budget for the Corporation and for regularly reporting to the Board of Directors as to the Corporation's financial condition.  The Finance Committee shall also be responsible for the Corporation's ongoing fundraising activities.

e. Ad Hoc Committees/Task Forces.  The Board of Directors may establish ad hoc committees and Task Forces from time to time, having such membership as the Board of Directors deems appropriate, whose members may include persons not members of the Board of Directors or of the Sounding Board.

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ARTICLE  III
Officers

Section 1. Composition and Election.  The officers of the Corporation shall consist of a President, a Vice President, a Treasurer, a Secretary, and such other officers as the Board of Directors may determine and elect from time to time.  Two or more offices may be held by the same person.  No employee of the Corporation shall serve as presiding officer of the Board of Directors.

The Board of Directors may elect officers to fill vacant positions at any properly constituted meeting of the Board of Directors. 

Section 2. Term of Office.  Officers shall each serve a one-year term and until their successors are elected unless sooner removed by death, resignation or removal by the Board of Directors.

Section 3. Removal of Officers.  The Board of Directors may, by a vote of the majority of the voting members of the Board of Directors present in person at any meeting thereof called for the purpose, remove from office, with or without cause, any officer or agent elected by it.

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ARTICLE  IV
Duties of Officers

Section 1. The President.  The President shall be the chairman of the Board of Directors and the chief executive officer of the Corporation.  The President have such powers as may be reasonably construed as belonging to the chief executive of a Corporation.  The President shall have general supervision of the affairs of the Corporation, shall make reports to the Board of Directors, and shall perform such other duties and have such other powers as the Board of Directors may, from time to time, designate.

Section 2. The Vice President.  The Vice President shall serve in the event that the President is unavailable to act for any reason, and may then perform any of the powers of the President.  The Vice President shall also perform such other duties as from time to time are assigned to the Vice President by the President by the Board of Directors.

Section 3. Treasurer.  The Treasurer of the Corporation shall be the principal financial officer of the Corporation and shall have and exercise under the supervision of the Board of Directors all of the powers and duties commonly incident to that office.  The Treasurer shall render or cause to be rendered, at stated periods as the Board of Directors shall determine, a written account of the finances of the Corporation.  The Treasurer shall keep or cause to be kept accurate books of account of all Corporation transactions, which books shall be the property of the Corporation and shall be subject at all times to the inspection and control of the Board of Directors.

Section 4. The Secretary.  The Secretary of the Corporation shall keep accurate minutes and records of the Corporation in books provided for that purpose of all proceedings at the meetings of the Board of Directors.  It shall be the duty of the Secretary to file any certificates required of a Secretary by any statute, federal or state.  The Secretary shall give and serve all notices required by any statute, the Articles of Agreement or these By-Laws to the Board of Directors.  The Secretary shall be the official custodian of the records and any seal of the Corporation and shall maintain an accurate roster of all members of the Corporation.

Section 5. Secretary Pro Tempore.  In the absence of the Secretary, a Secretary pro tempore may be elected.

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ARTICLE  V
Indemnification

Each member of the Board of Directors and each officer or the Corporation, and such person's respective heirs, executors, and administrators shall be indemnified by the Corporation against any cost, expense, judgment, and liability, including attorneys' fees, reasonably incurred by or imposed upon said person in connection with any action, suit, or proceeding to which such person may be made a part or with which such person shall be threatened, by reason of being, or having been, a member of the Board of Directors or an officer of the Corporation, except (a) with respect to matters as to which such person shall be finally adjudged in such action, suit, or proceeding to be liable for willful misconduct and (b) with respect to matters described in RSA 292:2-a, V-(a) as to which the articles of agreement of a voluntary corporation may not eliminate or limit the personal liability of such person.  In the event of settlement of any such action, suit, or proceeding brought or threatened, such indemnification shall be limited to matters covered by the settlement as to which the Corporation is advised by counsel that such person is not liable for willful misconduct as such.  The foregoing right of indemnification shall be in addition to any other rights to which such person may otherwise be entitled.

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ARTICLE VI
Contracts, Loans, Checks and Deposits

Section 1. Contracts.  The Board of Directors may authorize any officer or officers, agent or agents to enter into any contract or to execute and deliver any instrument in the name of the Corporation; and such authority may be general or confined to specific instances.

Section 2. Indebtedness.  No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by vote of the Board of Directors.  Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, etc.  All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by vote of the Board of Directors.

Section 4 Deposits.  All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select and be in vested in such manner as the Board of Directors may determine.

ARTICLE  VII
Fiscal Year

The fiscal year of the Corporation shall end on December 31st.

ARTICLE  VIII
Inspection of Books and Records

All books, records, papers, and documents of every kind belonging to the Corporation shall be maintained at the principal place of business of the Corporation and shall be open to the inspection of the Board of Directors members at all reasonable times.

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ARTICLE  IX
Antidiscrimination Clause

No otherwise qualified individual shall be excluded from participation in, or denied the benefits of, or subjected to discrimination under any programs or activities of this Corporation solely by reason of race, color, creed, sex, sexual orientation, national origin or handicap.

ARTICLE  X
Exempt Activities

Notwithstanding any other provision of these By-Laws, no Board of Directors member, Task Force member, committee member, officer, employee, or representative of this Corporation shall take any action to carry on any activity by or on behalf of the Corporation which is not permitted by Section 501(a) and Section 501(c) of the Internal Revenue Code of 1986, as amended.

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ARTICLE  XI
Amendments

Except as otherwise provided by law, these By-Laws may be amended by the vote of a majority of the members of the Board of Directors then in office, at a meeting duly called for that purpose.

Amended by the Board of Directors of The Initiative for a 20/20 Vision for Concord in accordance with its reserved power to amend the By-Laws of the Corporation.

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