Bylaws of the DBA
Article One – General
Section 1: Name
This organization is formed under the laws of the State of New Hampshire and shall be known as the Durham Business Association (DBA).
Section 2: Purpose
The Durham Business Association is organized to achieve the following objectives:
- To encourage business and professional people to work together in a planned manner with both the Town of Durham and the University of New Hampshire to advance the economic well-being of the community;
- To fulfill three primary functions within our community: first as a business advocacy organization; second , as a center for the dissemination of information; third, to provide an avenue for promotion of the Town of Durham as a destination and as a resource.
Section 3: Area
The area served by this organization shall be comprised of the Town of Durham.
Section 4: Limitation of Methods
The Durham Business Association shall observe all local, state, and federal laws which apply to a non-profit organization as defined in Section 501 ( C ) (6) of the Internal Revenue Code.
Article Two – Membership
Section 1: Membership
Any person, association, corporation or partnership having an interest in the objectives of the organization shall be eligible to apply for membership.
Section 2: Application
Any applicant so elected shall become a member upon payment of the regularly scheduled fees as provided in Section 3.
Section 3: Dues
Membership dues shall be at such rate or rates, schedule or formula as may be from time to time prescribed by the Board of Directors, payable in advance.
Section 4: Termination
a) Any member may resign from the Association upon written notice to the Board of Directors;
b) Any member shall be expelled by the Board of Directors by a two-thirds vote for non-payment of dues after ninety (90) days from the date due, unless otherwise extended for good cause;
c) Any member may be expelled by a two-thirds vote of the Board of Directors at a regularly scheduled meeting thereof, for conduct unbecoming a member or prejudicial to the aims or repute of the association, after notice and opportunity for a hearing are afforded to the member complained against.
Section 5: Voting
In any proceeding in which voting by members is called for, each member in good standing shall be entitled to cast one (1) vote. For purposes of voting, each person or business shall count as one (1) member. In cases where a single business is represented by more than one individual, the business shall have one (1) vote unless the individuals have obtained membership individually. A quorum shall be those members in good standing present at a regular meeting in order for business to be transacted.
Section 6: Exercise of Privileges
Any firm, corporation, association, or partnership holding membership may nominate an individual whom the membership holder desires to exercise the privileges of membership, and shall have the right to change its membership upon written notice.
Section 7: Honorary Membership
Distinction in public affairs shall confer eligibility to honorary membership. Honorary members shall have all the privileges of members, except the right to vote, and shall be exempt from payment of dues. The Board of Directors shall confer or revoke honorary membership by a majority vote.
Article Three – Meetings
Section 1: Annual Meeting
The annual meeting of the Association, in compliance with state law, shall be held in April at which time the annual election of the Board of Directors shall take place.
Section 2: Additional Meetings
Regular meetings of the Association shall be held quarterly at a time and place to be determined by the Board of Directors. Notice of each meeting shall be given at each previous meeting and in the minutes of each meeting which shall be mailed to each member in good standing a minimum of five (5) days prior to the next meeting. A quorum shall be those members in good standing present at a regular meeting in order for business to be transacted.
Section 3: Board Meetings
The Board of Directors shall meet a minimum of one (1) time per month separately from the general meetings.
Article Four – Executive Board
Section 1: Composition of the Board
The Board of Directors shall consist of a minimum of five members in good standing. In addition, two positions on the Board shall consist of an ex officio position to be held by the Durham Town Manager or his/her designee, and a second to be held by a designated representative of the University of New Hampshire.
Section 2: Election of the Board
Elections for applicable Board members to the Board of Directors shall be conducted at the annual meeting in April. Except for the transition elections commencing at the Annual Meeting in October 1998, as referenced in Article Four Section 2 of the By-Laws, each member of said Board shall be elected for a term of two (2) years. No member may serve for more than two (2) consecutive terms. The election shall consist of a paper ballot listing all nominated candidates, and each voting member will vote for the applicable open Board positions. The candidates with the highest vote totals for the positions that are available shall be considered elected to the Board.
Nominations or declarations of candidacy must be received by the existing Board at least sixty (60) days prior to the election of the Board.
Section 4: Vacancies
Vacancies in the Board of Directors shall be filled by a majority vote of the remaining members of the Board for the remainder of the term of the member vacating.
Section 5: Officers
The Officers of the Association (Executive Board) shall be chosen by and from among the members of the Board of Directors at the first meeting of the Board following the election at the Annual Meeting. Officers shall consist of a Chair, Vice Chair, Secretary and Treasurer, the duties of each to be determined by the Board of Directors.
Article Five – Committees
Section 1: Standing Committees
The standing committees of the Association may consist of but not be limited to: Promotion & Publicity, Design, Economic Restructuring, UNH/Town Relations, Organization & By-laws, Events & Special Projects and Legislative Affairs.
Section 2: Committee Meetings
Each committee may meet at least once per month separate from the regular meetings. Each committee shall make a brief oral report to the membership at each regular meeting.
Article Six – Finances
Section 1: Funds
All money paid to the Association shall be placed in a general operating fund. Disbursements shall be by check, signed by the treasurer and/or one other Board member. The Association will run on a fiscal year beginning April 1st.
Article Seven – Amendments
Section 1: Procedure
The by-laws of the DBA may be altered at any regular meeting.
An amendment to the by-laws must be submitted in writing to the Executive Board or any member thereof at least one meeting prior to the meeting at which the amendment is to be acted on. The text of the amendment must be published to the full membership one week prior to voting. The amendment shall be considered adopted if it receives a two-thirds majority of the qualified voting members present. The amendment to the by-laws shall be considered in force immediately after its approval.
Updated June 2017