Article II
MEMBERSHIP

Section 2.1 Membership. The Trust’s membership shall consist of any person, corporation, agency, club, or other organization that approves of the Trust’s purposes and objectives and has made a contribution to the Trust during the current or preceding fiscal year. Membership privileges consist of an invitation to an Annual Meeting of the Membership and any informational mailings the Board may elect to distribute.

Article III
BOARD OF DIRECTORS

Section 3.1 General Provisions. The Board shall be responsible for managing the property, business, and affairs of the Trust. The Board shall be the sole entity empowered to purchase, accept, or otherwise acquire any property interest, or to sell, donate, or otherwise convey any property interest, consistent with the expressed written desires of the donor at the time of the donation. The Board's power to acquire or convey property may not be delegated. Only individual members shall be eligible to serve as directors of the Trust. The Board shall have five members and up to three alternate members who shall serve staggered terms of three (3) fiscal years or until their successors are elected. No Director shall serve for more than three (3) consecutive terms. No Director shall receive compensation for his or her services as a director, with the exception of reimbursement, upon approval by the Board, for direct expenditures made on behalf of the Trust. Any Director may resign by submitting his or her resignation in writing to the Chair or the Secretary.

Section 3.2 Election of Directors . All Directors shall be elected by the Board. The Board shall appoint up to three (3) Alternates, designated in seniority as first, second, and third.

Section 3.3 Vacancies. Any vacancy in a directorship shall be filled for the remainder of the term by a majority vote of the Board.

Section 3.4 Removal. Any Director may be removed from office by a vote of two thirds (2/3) of the Board present at a Special Meeting (as defined in Section 5.2), called for that purpose.

Article IV
OFFICERS

Section 4.1 General Provisions. The officers of the Trust shall consist of a Chair, a Vice Chair, a Treasurer, and a Secretary. No officer shall receive compensation for his or her services as an officer, with the exception of reimbursement, upon approval by the Board, for direct expenditures made on behalf of the Trust. Any officer may resign by submitting his or her resignation in writing to the Chair or the Secretary.

Section 4.2 Chair. The Chair shall be the principal officer of the Trust. He or she shall, subject to the control of the Board, have general charge of the property of the Trust and all operations thereof. He or she shall preside over all meetings of the Board and of the general membership. The Chair may, upon authorization by the Board, sign and execute checks, contracts, agreements, and other obligations in the name of the Trust. He or she shall cause the resolutions and directives of the Board to be carried into effect, except when the Board assigns that duty to someone else. The Chair shall also perform such other duties as may be prescribed by these bylaws or as may be assigned to him or her by the Board.

Section 4.3 Vice Chair. The Vice Chair shall assist the Chair and shall perform such other duties as the Board may assign to him or her. In the absence of the Chair the Vice Chair shall perform all the duties of the Chair. When acting in lieu of the Chair, the Vice Chair shall have all the powers of, and be subject to all the restrictions on, the Chair.

Section 4.4 Secretary. The Secretary shall serve as the clerk of the Trust. He or she may conduct the official correspondence of the Trust, shall preserve all records of the Trust, ensure that all notices required by these bylaws are properly given, record the minutes of all meetings of the general membership and of the Board and make them available within five (5) business days. The Secretary shall perform any other duties as may be assigned to him or her by the Chair or the Board. The Board may in its discretion delegate the Secretary's clerical duties, including the duties to record minutes.

Section 4.5 Treasurer. The Treasurer shall account for all contributions and make a record of their intended purpose. The Treasurer shall also account for all expenditures and distributions of the Trust and prepare a financial report for the Annual Meeting of the Board as well as interim reports as the Board may require. He or she shall have the authority to make disbursements, and to sign checks, subject to the control of the Board, and shall make the Trust books of account available for examination at reasonable times by any member of the Trust.

Section 4.6 Election of Officers. The Board shall elect its officers from among their numbers for terms of one (1) fiscal year or until their successors are elected.

Section 4.7 Vacancies. The remaining term of any vacancy in an office shall be filled by the Board.

Section 4.8 Removal. Any officer may be removed from office by a vote of two thirds (2/3) of the Board present at a Special Meeting (as defined in Section 5.2) called for that purpose.

Article V
MEETINGS OF THE BOARD OF DIRECTORS

Section 5.1 Regular Meetings . The Board shall determine the time and place of its regular meetings.

Section 5.2 Special Meetings. Special Meetings of the Board may be called by the Chair, or by any three (3) Directors, provided that forty-eight (48) hours written notice, including notice by e-mail, stating the time, place, and purpose of the meeting, is given to all directors and alternates.

Section 5.3 Designation of Alternates. In the absence of any members of the Board, the Chair shall designate Alternates to fill the positions. Alternates shall be designated in order of seniority.

Section 5.4 Quorum. At any meeting of the Board a majority of the Directors then in office shall constitute a quorum.

Section 5.5 Voting. At any meeting of the Board at which a quorum is present, a majority of the Directors present shall decide any question brought before them except where a larger vote is required by law, by the Articles of Agreement, or by these Bylaws.

Section 5.6 Rules of Procedure. Board meetings shall be governed by Robert's Rules of Order, or by any Rules of Procedure adopted by the Board, except where those rules conflict with the express provisions of these bylaws.

Section 5.7 Proxy Voting Prohibited. Proxy voting by Directors is not permitted.

Article VI
COMMITTEES

Section 6.1 General Provisions. The Board may establish such advisory and standing committees as it deems appropriate and appoint members thereto.

Section 6.2 Committee Voting. Unless otherwise provided in the resolution of the Board creating the committee, a majority of the committee then serving shall constitute a quorum, and the vote of a majority of the committee members present at the meeting shall be the act of the committee.


Article VII
TRUST EMPLOYEES

Section 7.1 General Provisions. The Trust shall have such employees as the Board may deem appropriate and necessary. All employees of the Trust shall have such compensation, benefits, powers, duties, and responsibilities as shall be determined by the Board. Employees shall not simultaneously serve as Directors or Alternates.

Article VIII
FINANCES

Section 8.1 Gifts. The Board may accept on behalf of the Trust contributions of any kind for any purpose of the Trust which would not disproportionately benefit the donor.

Section 8.2 Fiscal Year. The fiscal year of the Trust shall commence on January 1 ^st and end on December 31 ^st of each year, unless changed by the Board.

Section 8.3 Budget. The Board shall approve a budget for the Trust prior to the start of each fiscal year. The total annual budget may not be exceeded unless the Board votes to amend the budget.

Section 8.4 Funds. All funds raised by the Trust shall be used exclusively for the purposes of the Trust in accordance with the goals and procedures adopted by the Board. Until such funds are expended, they shall be placed in the accounts of the Trust selected by the Board.

Section 8.5 Payments. All payments issued in the name of the Trust shall, subject to the control of the Board, be signed by the Chair or the Treasurer.

Article IX
DESIGNATED FUNDS

Section 9.1 General Provisions. Contributions to the Trust will be accepted and disbursed by the Board in accordance with the law, the Articles of Agreement, and the Bylaws. Contributions to the Trust may be directed by the donor to one or more of the designated funds described below. Such direction must be made in writing at the time of the contribution.

Section 9.2 Educational Fund. A fund designed to provide scholarships or educational grants to Acworth residents who have been accepted at or are currently attending an accredited educational institution or program.

Section 9.3 Conservation Fund. A fund designed to provide support for projects involving the conservation of Acworth’s natural resources.

Section 9.4 Historic Preservation Fund. A fund designed to protect, preserve, and restore historic sites in the town of Acworth.

Section 9.5 Arts and Humanities Fund . A fund designed to provide grants to artists, craftsmen, musicians, writers, and independent scholars living and working in Acworth.

Section 9.6 Special Purpose Funds. Funds designed to meet the needs of designated projects consistent with the Mission Statement and the nonprofit charitable status of the Trust.

Section 9.7 Unrestricted Endowment Fund. A fund designed to provide income for the general purposes of the Trust. The Board will establish an investment and spending policy to achieve these purposes, with the objective of maintaining the purchasing power of gifts to the endowment.

Section 9.8 Long Term Endowment Fund. A fund to ensure the long term growth of the Trust. Contributions to this fund will be made with the understanding that 50% of the income from donated funds will not be distributed; the accrued interest will be reinvested for a period of fifty years, after which time 50% of that accrued interest will be available for distribution and the remaining portion reinvested for another 50 years with the same restrictions, after which time such funds may be transferred to the Unrestricted Endowment Fund if determined advisable by the Board.

Article X
CONFLICT OF INTEREST POLICY

Section 10.1 General Provisions. Any possible conflict of interest on the part of any member of the Board, officer, or employee of the organization, shall be disclosed in writing to the Board and made a matter of record through an annual procedure and also when the interest involves a specific issue before the Board. Where the transaction involving a Board member exceeds five hundred dollars ($500.00) but is less than five thousand dollars ($5,000.00) in a fiscal year, a two-thirds vote of the disinterested Board members is required. Where the transaction involved exceeds five thousand dollars ($5,000.00) in a fiscal year, then a two-thirds vote of the disinterested Board members and publication in a newspaper of local distribution is required. 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 will be advised of this policy upon entering the duties of his or her office, and shall sign a statement of agreement to this policy. The Board will comply with all requirements of New Hampshire law in this area, and the New Hampshire requirements are incorporated into and made a part of this policy statement.

Section 10.2 Scholarships and Grants to Individuals. In the case of scholarships and grants to individuals, any Director who is related to the applicant must recuse himself or herself from consideration of the application.

Article XI
INDEMNIFICATION AND LIABILITY

Section 11.1 Indemnification. The Trust shall, to the extent legally permissible and only to the extent that its status as an organization exempt under Section 501(c)(3) of the United States Internal Revenue Code is not adversely affected thereby, indemnify each of its present and former Directors, officers, and members against all expenses and liabilities which they have reasonably incurred in connection with or arising out of any threatened, pending, or completed action, suit, or other proceeding in which he or she may be involved by reason of their being or having been an agent (other than a proceeding voluntarily initiated by such person unless he or she is successful on the merits and the proceeding was authorized by a majority of the full Board) of the Trust, such expenses and liabilities including, but not limited to, judgments, court costs, attorneys' fees, and the cost of reasonable settlements, provided that no such indemnification shall be made in relation to matters as to which such agent shall be finally adjudicated in any action, suit, or proceeding not to have acted in good faith and in the reasonable belief that his or her action was in the best interests of the Trust.

Section 11.2 Liability. No Director or officer of the Trust shall be liable to the Trust for acts, neglects, or defaults unless such acts, neglects, or defaults are in bad faith or in knowing violation of the law. No Director or officer of the Trust shall be liable out of his or her personal assets for any obligation or liability incurred by the Trust or by its Board. The Trust alone shall be liable for the payment or satisfaction of all obligations and liabilities incurred in carrying on the affairs of the Trust.

Article XII
NONDISCRIMINATION

Section 12.1 Nondiscrimination. The Trust shall not discriminate against any person on the basis of race, creed, color, national or ethnic origin, sex, age, physical disability, or sexual orientation, or as otherwise provided by law.

Article XIII
AMENDMENTS TO THE BYLAWS

Section 13.1 Amendments. These bylaws may be amended by a vote of two thirds (2/3) of the Board present at a Special Meeting called for that purpose, provided that the proposed amendments shall have been stated in a notice given one (1) month prior to such meeting.


Article XIV
DISSOLUTION

Section 14.1 Dissolution. The Trust may be dissolved upon the written vote of two-thirds (2/3) of the entire Board taken at a Special Meeting called for that purpose. No Director, officer, employee, or person connected with the Trust shall be entitled to share in the distribution of any of the Trust’s assets upon its dissolution.

Section 14.2 Distribution of Assets. In the event of dissolution of the Trust its assets will be transferred to the New Hampshire Charitable Foundation to be distributed as closely as possible according to the grantors’ intentions for the benefit of the town of Acworth and its citizens.

The Trust shall act as a repository, fiduciary, administrative, and distributive agent for funds and other assets provided for its purpose. The Trust anticipates becoming a registered tax-exempt charity, fully acknowledging its responsibility to abide by all federal and state laws, statutes, and regulations governing charitable organizations.

The Trust will encourage charitable tax-exempt giving to projects benefiting the town and its residents. The Trust is meant to expand, enhance, and augment the existing charitable activities in the town. It will be a fully independent, locally based, enduring institution in Acworth.