ARTICLE I
Name, Principal Office and Purpose
The name and principal office of the Corporation shall be as set forth in the Articles of Agreement as from time to time amended. The purposes of the Corporation shall be:
- To conserve and aid in the conservation of productive agricultural and forest land and to encourage use within the framework of limited resources necessitating careful stewardship;
- To preserve and aid in the preservation of all types of natural areas, including wetlands and wildlife habitat and scenic views;
- To promote, in cooperation with other similar organizations, educational and research activities intended to bring about the conservation and wise use of natural resources;
- To ease the burdens of local government by encouraging land preservation and conservation through non-regulatory means and to encourage cooperation among units of government, private landowners and area residents;
- To support and cooperate with governmental, charitable and other private and public institutions and activities that are consistent with purposes of the Trust;
- To protect and enhance the natural resources of the region; and
- To work with individual landowners to attain their conservation goals when these goals are consistent with the purposes of the Trust.
ARTICLE II
Membership
Section 1. Qualifications Membership in the Corporation shall be open to persons interested in the purposes of the Corporation who are voted into membership by the Board of Trustees and who pay the annual membership dues to support the Corporation’s charitable activities.
Section 2. Membership Dues The Corporation shall establish dues with voting rights, from time to time. Members may pay dues at any time during each Membership (calendar) year, but they are eligible to vote at meetings only after their dues for that year have been paid.
Each individual Member must pay his or her own dues. Any amounts that such Member pays in excess of the prescribed dues for a designated Donor category, established under Article III, Section 2 (f), will be considered as a charitable contribution, rather than as dues payments for additional voting Members.
Section 3. Powers of Members Subject to the limitations of the Articles of Agreement, other sections of these By-laws, and New Hampshire law, the Members of the Corporation shall exercise the following powers:
(a) Determine how many of the vacancies in the Board of Trustees should be filled;
(b) Nominate Members of the Corporation to serve as Trustees;
(c) Elect the number of nominees needed to fill vacancies in the Board of Trustees;
(d) Amend these By-laws;
(e) Set annual dues requirements for the various membership categories;
(f) Decide by vote whatever issues are brought before the membership for decision;
(g) Attend meetings of the Board of Trustees and participate in such meetings to the extent permitted by the Chair. At a minimum, the Chair shall allocate at least fifteen minutes for the presentation of issues by any Members present at any meeting of the Board of Trustees. The Chair may limit to Trustees the portion of any meeting during which there is a discussion or deliberation or negotiation which the Board of Trustees considers to be confidential or of otherwise sensitive nature.
ARTICLE III
Board of Trustees
Section 1. Number of Trustees The Board of Trustees shall consist of at least twelve (12) and no more than twenty-five (25) persons, all of whom shall be members of the Corporation.
Section 2. Powers of Trustees Subject to the limitations of the Articles of Agreement, other sections of these By-laws and New Hampshire law, all corporate powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be controlled by, the Board of Trustees. Without limiting the general powers, the Board of Trustees shall have the following powers:
(a) To select and remove all Officers, agents, and employees of the Corporation, and prescribe such powers and duties for them;
(b) To conduct, manage, and control the affairs and business of the Corporation;
(c) To borrow money and incur indebtedness for the purposes of the Corporation, and for that purpose to cause to be executed and delivered, in the corporate name, promissory notes, bonds, debentures, mortgages, pledges, hypothecations, or other evidence of debt and securities;
(d) To recommend to the Membership changes in annual dues requirements, and other such aspects of membership in the Corporation;
(e) (In cases of dispute) To make final decisions regarding the eligibility of persons to vote as Members of the Corporation.
(f) To establish Donor categories. Examples of such Donor categories are shown in the table below:
| Donor Category | Voting Rights |
| Regular Member | Yes |
| Protector Member | Yes |
| Junior Member | No |
Section 3. Election, Appointment, Qualifications, and Term of Office Prior to their election Trustees must be Members of the Corporation. At least two-thirds (2/3) of the Trustees shall be residents or owners of land in Cheshire County, New Hampshire. Trustees shall serve three-year terms. Approximately one third (1/3) of the Board of Trustees shall be elected at each annual meeting to fill vacancies. In filling vacancies, the Members of the Corporation shall endeavor to provide for representation of a broad cross-section of the Silver Lake community with a preference in the selection of Trustees given where consistent with the best interest of the Corporation to those persons who have shown or expressed an interest in land conservation and the maintenance of the beauty and historic atmosphere of Silver Lake.
Section 4. Vacancies Vacancies in the Board of Trustees occurring during a term shall be filled by a majority vote of the remaining Trustees then in office, even though less than a quorum. A successor Trustee so elected shall serve until the next annual meeting.
Section 5. Compensation The Trustees shall receive no compensation for their services, but they may be reimbursed out-of-pocket expenses incurred in the performance of work for the Corporation.
Section 6. Removal A Trustee may be removed from office with or without cause by the vote of two-thirds (2/3) of the remaining Trustees.
Section 7. Emergency Powers for Trustees. If there is some event that prevents the Silver Lake Land Trust from holding its Annual Meeting of members before September 1 – an event such as, but not limited to, a declared national, state, or local emergency – the Board of Trustees may temporarily adopt the following powers normally reserve for members:
(a) Determine how many of the vacancies in the Board of Trustees should be filled;
(b) Nominate Members of the Corporation to serve as Trustees;
(c) Elect nominees needed to fill vacancies in the Board of Trustees;
(d) Allow Trustees whose terms are expiring to continue in their positions until the next Annual Meeting of members;
(e) Reduce or eliminate annual dues requirements during the emergency. If dues requirements are changed, they will remain in effect through the rest of the membership year and revert back to the prior levels for the next membership year.
The Board of Trustees will communicate any of these decisions to members using postal and/or electronic means as soon as possible after these actions are taken. These powers will lapse when the Board of Trustees votes to end them (which should ideally be when the emergency has ceased), or after a full year, whichever comes first.
All actions taken under emergency powers by the Board of Trustees must be ratified by the membership at the first Annual Meeting or Special Meeting after the emergency has ceased.
ARTICLE IV
Meetings
Section 1. Annual Meeting The annual meeting of the Corporation shall be held before September 1 each year at a time and place to be determined by the Chair. Notice of the time and place of the annual meeting shall be delivered or mailed to the membership at least ten (10) days before the date of the meeting.
Section 2. Special Meetings Special meetings of the Corporation for any purpose or purposes may be called at any time by the Chair . Notice of the time and place of special meetings shall be given in the same manner as for the annual meeting, or by telephone if the Chair shall so decide. Such notice shall include a statement of the purpose(s) for which the special meeting is called.
Section 3. Quorums At annual and special meetings of the Corporation, the Members present shall constitute a quorum for the transaction of business, except as otherwise provided by law, by the Articles of Agreement, or these By-laws.
Section 4. Board of Trustee Meetings Meetings of the Board of Trustees for any purpose or purposes may be called at any time by the Chair or by a majority of Trustees. The Chair shall give Trustees timely notice of the time and place of meetings, including a statement of the purpose(s) for which the meeting is called.
At all meetings of the Board of Trustees, the presence of at least a majority of the Trustees then holding office shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, by the Articles of Agreement, or these By-laws. A majority of the Trustees present at the time and place of any Board of Trustee meeting, although less than a quorum, may adjourn the same from time to time without notice, until a quorum shall be present Trustees may participate in a meeting through the use of a conference telephone or similar communications equipment, so long as all the participants in such meeting can hear one another. Participation in a meeting pursuant to this provision constitutes presence in person at such meeting.
The transactions of any meeting of the Board of Trustees, however called and noticed and wherever held, shall be as valid as though conducted at a meeting held after regular call and notice, if a quorum is present and if either before or after the meeting each of the Trustees not present signs a written waiver of notice, a consent to hold the meeting or an approval of the minutes. All such waivers, consents, or approvals shall be made a part of the minutes of the meeting.
Any action by the Board of Trustees may be taken without a meeting if all the Trustees consent in writing to such action. Such written consents shall be filed with the minutes of the proceedings of the Board of Trustees.
Section 5. Place of Meetings All Corporation and Board of Trustees meetings shall be held at a place within Cheshire County to be determined by the Chair.
Section 6. Voting All matters considered at a meeting shall be decided by a majority of voting Members present unless a greater proportion is required by law or otherwise specified in the Articles of Agreement or these By-laws, each Member with voting rights having one vote at Corporation meetings and each Trustee having one vote at Board of Trustee meetings. All votes shall be by voice vote, except as provided below for email votes.
When circumstances warrant, the Chair may carry out an email/telephone vote by the Board of Trustees or by the Executive Committee when a timely, face-to-face meeting of the members of those groups is impracticable. Procedures to be used for such votes will be described in the written policies/procedures of the organization.
Section 7. National, State, or Local Emergency. If there is some event that prevents the Silver Lake Land Trust from holding its Annual Meeting of members before September 1 at a location in Cheshire County – an event such as, but not limited to, a declared national, state, or local emergency – the Board of Trustees may vote to:
(a) Cancel the Annual Meeting and take on emergency powers as specified in Article III, Section 7.
(b) Hold a virtual Annual Meeting open to all members in good standing using electronic means using audio and video which allows Members to participate as if the meeting were held in a physical location.
ARTICLE V
Officers
Section 1. Officers The Officers of this Corporation shall be a Chair, Vice-Chair, Secretary, and Treasurer, and such other Officers as the Board of Trustees may appoint. The Chair and Vice-Chair shall be chosen from among the Trustees but the other Officers need not be Trustees.
Section 2. Elections The Board of Trustees, at its first meeting each year following the Corporation’s annual meeting, shall elect all Officers of the Corporation, along with the non-Officer member of the Executive Committee, for the terms of one year, or until their successors are elected and qualified.
Section 3. Vacancies A vacancy in any office because of death, resignation, removal, disqualification, or otherwise shall be filled by the Board of Trustees.
Section 4. Chair Subject to the control of the Board of Trustees, the Chair shall have the general supervision, direction, and control of the business and affairs of the Corporation. The Chair shall preside over all meetings of the Members and Trustees, and shall have such other powers and duties as may be prescribed from time to time by the Board of Trustees.
Section 5. Vice-Chair In the absence or disability of the Chair, the Vice-Chair shall perform all the duties of the Chair and in so acting shall have all the powers of the Chair. The Vice-Chair shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Trustees.
Section 6. Secretary The Secretary shall keep a full and complete record of the proceedings of the Board of Trustees, shall make service of such notices as may be necessary or proper, shall take minutes of all meetings of the Corporation and the Board of Trustees, shall supervise the keeping of records of the Corporation, and shall discharge such other duties of the office as prescribed by the Board of Trustees.
Section 7. Treasurer The Treasurer shall receive and safely keep all funds of the Corporation and deposit them in the bank or banks that may be designated by the Board of Trustees. These funds shall be paid out only on checks of the Corporation signed by an Officer of the Corporation or by such person as may be authorized from time to time by the Board of Trustees. Checks of the Corporation which are drawn in an amount exceeding five hundred dollars ($500) shall be approved by the Chair before being issued by the Treasurer. The Treasurer shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Trustees.
ARTICLE VI
Committees
Section 1. Executive Committee The Executive Committee consists of the Officers and one other Member designated by the Board of Trustees. The primary function of this committee is to act in place of the Board of Trustees with interim power on all matters except where the By-laws or the laws of the State of New Hampshire require full Board action. All proceedings shall be recorded and reported to the Board of Trustees
Section 2. Other Committees From time to time, the Board of Trustees may divide the work of the Corporation into separate tasks and may establish such ad hoc or regular committees as may be deemed necessary or desirable in connection with the operation of the Corporation’s programs and assign the tasks among such committees. The Board of Trustees shall designate a Trustee to serve as Chair of each such committee and may designate other members of such committees or allow the Chair of such committee to designate such other committee members. Such other committee members need not be Trustees. Such committees shall carry out their assigned tasks subject to the review and approval of the Board of Trustees.
ARTICLE VII
Conflict of Interest
Trustees, Officers, and committee members shall disqualify themselves from voting or otherwise participating in any decision-making activities of the Corporation that involve another organization in which they, or one of their immediate relatives, is either a member, employee, shareholder, officer, or director or in which they, or one of their immediate relatives, has a financial or other significant interest.
Upon assuming office, new Trustees will sign a statement indicating that they understand and agree with the Conflict of Interest policy that the Board of Trustees has adopted to guide actions of the Trustees.
ARTICLE VIII
Indemnification
Each Trustee, Officer and committee member shall be indemnified by the Corporation, to the fullest extent allowed by law, against any and all claims and liabilities to which such Trustee, Officer, or committee member has become subject by reason of serving or having served as such Trustee, Officer and committee member, or by reason of any action alleged to have been taken, omitted, or neglected as such Trustee, Officer and committee member; and the Corporation shall reimburse each such person for all legal expenses reasonably incurred in connection with any claim of liability, provided however, that no such person shall be indemnified against, or be reimbursed for, any expense incurred in connection with any claim of liability arising out of such Trustee’s, Officer’s and committee member’s own willful misconduct or gross negligence. The Corporation may purchase insurance to fund its indemnification obligation above described.
ARTICLE IX
Fiscal and Membership Years
The fiscal year of the Corporation shall end on the 30th day of June in each year, or on such other day as may be fixed by vote of the Board of Trustees.
The membership year of the Corporation is the calendar year – that is, it runs from January through December.
ARTICLE X
Inspection of Books and Papers
All books, papers and documents of every kind belonging to the Corporation, wherever located, shall be open to inspection by Members of the Corporation upon request.
ARTICLE XI
Amendment of By-laws
Proposed amendments to these By-laws, if supported by the signatures of at least twenty (20) Members of the Corporation, shall be submitted to a vote by the membership. Such proposed amendments may be voted on at any meeting of the Corporation, provided that written notice of any such proposed action is given to all Members of the Corporation at least ten (10) days prior to such meeting in a manner provided above for notice of special meetings. Alternatively, proposed changes to the By-laws may be voted on through a written ballot of the membership conducted by the Board of Trustees. Adoption of By-laws changes shall be by affirmative vote of a majority of the Members with voting rights.
ARTICLE XII
Dissolution of This Corporation
The dissolution of the Silver Lake Land Trust (whether by the transfer of substantially all of the assets or funds of the Corporation or otherwise) shall be accomplished consistent with the intent that the assets or funds be held and used for the purpose of land conservation in the Monadnock Region, and said termination shall not be effected so as to cause any tax to be imposed under Section 507(a) of the Internal Revenue Code. Subject to the foregoing sentence, in the event of the dissolution of the Corporation for any reason, the property shall (after payment or provision of payment of all liabilities) be disposed of exclusively for land conservation charitable purposes or to such qualified charitable organization or organizations as (1) the Board of Trustees shall select, and (2) with respect to any property not disposed of, as the court which has jurisdiction of the corporation shall select.
(This version of By-Laws includes changes approved at August 7, 2021 Annual Meeting.)