Bylaws of the Concord Coalition to End Homelessness
Effective May 15, 2015
(Approved April 16, 2015)
Article 1- Purpose
Section 1.1: Name, Purpose. The name of the corporation is the Concord Coalition to End
Homelessness (hereafter referred to as the “Coalition”). The purposes of the Coalition shall be set
forth in the Articles of Agreement, as from time to time amended, and as described by these
Bylaws. The powers of the Board of Directors (hereafter referred to as the “Board”) and all matters
concerning the conduct and regulation of the Coalition shall be subject to the provisions of the
Articles of Agreement and such Articles of Agreement are hereby made a part of these Bylaws.
Section 1.2: Fiscal Year. The fiscal year of the Coalition shall begin annually on July 1 and end
annually on June 30.
Article 2 – Vision and Mission
Section 2.1: Vision. We envision a Concord community where everyone has a safe, decent, stable
and affordable place to live.
Section 2.2: Mission. The Concord Coalition to End Homelessness works to eliminate the causes of
homelessness in the greater Concord, New Hampshire community through a coordinated,
committed, and active effort of our many stakeholders.
Section 2.3: Scope. The Coalition works to engage our Members and the Concord community at
large in the following activities:
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Serving as an education and information resource;
Promoting advocacy at the local, state and federal level;
Creating opportunities for planning and collaboration, networking and sharing “best
practices” among providers and partners;
Serving as the Local Service Delivery Area for the Balance of State Continuum of Care; and
Serving as a catalyst for new ideas and for implementation of solutions for the Concord
Community.
Article 3 – Board of Directors and Committees
Section 3.1: Number. The Board of Directors (hereafter referred to as the “Board”) shall consist of
no fewer than five (5) and no more than fifteen (15) Directors. The Directors shall not receive any
compensation, directly or indirectly, for their services, but shall serve voluntarily. Only individuals
who are members of the Coalition are eligible to serve as Directors.
Section 3.2: Composition. The Board shall strive to ensure that diverse representation among
Directors. The Board shall not discriminate based upon on any legally protected classification such
as race, color, national origin, sex, sexual orientation, pregnancy, maternity or family status, age,
religion, creed, marital status, disabled veteran status, and will give consideration in recruiting new
Directors to gender, race, ethnicity, religious affiliation, sexual orientation, age, background, and
other differences, including representation of government, human service providers, and the private
sector, in particular persons representing fields that impact the multi-faceted causes of
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Bylaws of the Concord Coalition to End Homelessness
Effective May 15, 2015
(Approved April 16, 2015)
homelessness. The Board shall strive to have at least one (1) Director who is currently homeless,
formerly homeless, or at risk of homelessness.
Section 3.3: Election. Directors of the Corporation shall be elected by the current board members at
the board meeting prior to the Annual Membership Meeting.
Section 3.4: Terms. Each Director shall be elected for a term of three (3) years. No Director shall
serve more than three consecutive three-year terms, but may be reelected after a lapse of one year.
Section 3.5: Vacancies. Any vacancy on the Board shall be filled by a majority vote of the
remaining Directors. Any Director elected to fill a vacancy pursuant to this section shall fill such
vacancy for the remainder of a three year term.
Section 3.6: Removal. Any Director may be removed from the Board, with cause, by a majority
vote of all Directors then serving. No Director shall vote on his or her own removal or suspension.
Reasons for removal and/or suspension include but are not limited to:
 Misconduct;
 Inability to perform the required duties (i.e. illness, death)
 Unauthorized absences (defined by no notification to another Board member for a regular
monthly Board meeting or a special Board meeting—three (3) unauthorized absences shall
trigger consideration of removal); and/or
 Violation of law, illegal activity, and unethical behavior.
Section 3.7: Authority. All corporate powers and the business and affairs of the Coalition shall be
exercised by or under the authority and direction of the Board. Board powers shall include but are
not limited to:
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Overseeing the Coalition’s operations and programs;
Strategic and long-term planning;
Reviewing the Coalition’s mission, vision, and values;
Setting the Coalition’s annual priorities;
Appointing the Officers of the corporation;
Approving the annual budget;
Directing and actively participating in fundraising activities;
Representing the Coalition with media and the public;
Determining the policies of the Coalition, consistent with the mission and purpose;
Hiring and supervising the Executive Director.
Section 3.8: Conflict of Interest. Directors have an obligation to conduct business within guidelines
that prohibit actual or potential conflicts of interest. An actual or potential conflict occurs when a
Director is in a position to influence a decision that may result in personal gain for the Director,
relative, or friend as a result of the Coalition’s business dealings. Any Director who participates in
such practice shall be subject to disciplinary action, up to and including discharge. The Coalition
shall adopt a Conflict of Interest Policy which each Director will adhere to during his/her term.
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Bylaws of the Concord Coalition to End Homelessness
Effective May 15, 2015
(Approved April 16, 2015)
Section 3.9: Executive Committee. A standing Executive Committee shall exist, consisting of five
(5) members (Chair, Vice Chair, Treasurer, Secretary, and a Director At-Large). The Executive
Committee shall be chaired by the Chair. The Executive Committee shall have the authority to act
for the Board on all emergency matters that arise between regular and special meetings of the
Board. All actions of the Executive Committee shall be reported to and ratified, or countermanded,
by the Board at its regular or special meeting. The Executive Committee shall not have the power
or authority to reverse any action or policy of the Board.
Section 3.10: Ad-hoc or Standing Committees. The Board may establish additional committees
based upon need and the Board’s capacity to manage additional committees. Any additional
committee shall be chaired by a member of the Coalition, as appointed by the Chair with the
approval of the Board. Any such committees shall maintain written minutes of committee
meetings, shall provide the minutes to the Board for inclusion in the official records of the
Coalition; and shall verbally report their activities to the Board at each regularly scheduled meeting
of the Board.
Article 4 –Meetings of the Board and Executive Committee
Section 4.1: Frequency, Number. The Board shall meet on a monthly basis. The Executive
Committee shall meet at least quarterly. Special meetings of the Board and of the Executive
Committee may be called by the Chair or at the request of any two (2) Directors.
Section 4.2: Location and Time. The location and time of the Board’s regular meetings shall be
determined by the Board. The location and time of the Executive Committee’s regular meetings
shall be determined by the Executive Committee. The location and time of special meetings shall be
determined by the Chair. .
Section 4.3: Quorum. A quorum for conducting official business at a meeting of the Board shall be
a majority of the Directors then serving. A quorum for conducting official business at a meeting of
the Executive Committee shall be a majority of the Directors then serving on the Executive
Committee.
Section 4.4: Attendance. Attendance at meetings need not be in person, but may be made via
speaker phone or conference call or other technologies as long as all attending Directors are able to
communicate with each other simultaneously.
Section 4.5: Minutes. Minutes of each official Board meeting and Executive Committee Meeting
shall be kept by the Secretary. The minutes of the meetings shall be open at all reasonable times for
inspection by any Director. In the event that the Secretary is unable to attend a meeting, a Secretary
Pro Tempore shall be elected for that meeting only and shall be charged with taking appropriate
minutes of the meeting, and sending that meeting’s minutes to the Secretary.
Section 4.6: Notice. Notice of any Board meeting shall be given to the Directors at least three (3)
business days prior to such meeting via e-mail. Notice of all Executive Committee meetings shall be
disseminated to the Directors serving on the Executive Committee at least 1 (one) day prior to the
meeting by e-mail, phone, or in person. In the event of an emergency which necessitates a meeting
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Bylaws of the Concord Coalition to End Homelessness
Effective May 15, 2015
(Approved April 16, 2015)
in a timeframe that does not permit such notice, the notice requirements can be waived by a vote of
a majority of the Board at the emergency meeting.
Section 4.7: Action by Written Consent. Specific motions may be approved by Directors in writing,
including e-mail. In such cases, a hard copy of the written consent shall be attached to the meeting
minutes in which a particular motion was voted upon. The written consent shall contain the motion,
describing the action to be taken, and the Directors vote either for or against the motion. Any
Director who votes on a motion via written consent shall be counted toward a quorum and/or
toward the majority of votes necessary to pass the motion.
Article 5 - Officers
Section 5.1: Number of Officers. The Officers of the Coalition Board shall be a Chair, Vice Chair,
Treasurer, Secretary, and a Director At-Large
Section 5.2: Election. Officers shall be elected annually by the Board at the first Board meeting
following the annual member meeting.
Section 5.3: Terms. Each Officer shall be elected for a term of one (1) year, beginning at the Board
meeting at which the Officer is elected and ceasing upon the election of Officers the following year.
Section 5.4: Vacancies. Any vacancy among the Officers shall be filled for the remainder of the
term by a majority vote of the Directors.
Section 5.5: Removal. Any Officer may be removed, with cause, by a majority vote of all Directors
then serving. No Director shall vote on his or her own removal or suspension. No Officer shall
vote on his or her own removal. Removal as an Officer is a separate action from removal as a
Director (see Section 3.6).
Section 5.6: Chair. The Chair shall be the presiding officer at all meetings of the Board and the
Executive Committee and shall determine the agenda for each such meeting. The Chair shall be an
ex officio member of every committee of the Board. The Chair or the Chair’s designee signs deeds,
mortgages, leases, bonds, contracts, or other instruments that the Board has authorized to be
executed; except in cases where the signing and execution thereof shall be expressly delegated by
the Directors or by these Bylaws to another person, or shall be required by law to be otherwise
signed or executed; and in general shall perform all duties incident to the office of Chair and such
other duties as may be prescribed by the Board from time to time.
Section 5.7: Vice Chair. In the absence of the Chair, or in the event of the Chair’s death, inability
or refusal to act, the Vice Chair shall perform the duties of the Chair, and when so acting, shall have
all the powers of and be subject to all the restrictions upon the Chair. The Vice Chair shall have
such powers and perform such duties as may be assigned from time to time to him or her by the
Chair or the Board.
Section 5.8: Treasurer. The Treasurer shall have charge and custody of and be responsible for all
financial records, funds and securities of the Coalition; receive and give receipts for monies due and
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Bylaws of the Concord Coalition to End Homelessness
Effective May 15, 2015
(Approved April 16, 2015)
payable to the Coalition from any source whatsoever, and deposit all such monies in the name of the
Coalition in such bank, trust company, or other depositaries as shall be selected by the Board;
ensure that all Coalition filings necessary to maintain the Coalition’s non-profit charitable status are
completed in a timely manner; and in general perform duties incident to the Office of treasurer and
as assigned by the Chair or by the Board. If there is no Vice Chair, then the Treasurer shall perform
the duties of the Vice Chair, and when so acting, shall have all the powers of and be subject to all
the restrictions upon the Vice Chair.
Section 5.9: Secretary. The Secretary shall keep the minutes of the proceeding of the Board; see
that all notices are duly given in accordance with the provisions of the Bylaws or as required by
law; see that the list of Coalition Members is maintained and updated each calendar year, be
custodian of the Coalition records and of any seal of the Coalition and if there is a seal of the
Coalition, see that it is affixed to all documents requiring the seal; when requested or required,
authenticate any records of the Coalition; and in general perform all duties incident to the Office of
Secretary and such other duties from time to time that may be assigned to the Secretary by the Chair
or by the Board.
Section 5.10: Director At-Large. The Director At-Large will serve on the Executive Committee; be
available to assist the Officers, upon their request, with the accomplishment of tasks associated with
those roles; and perform other duties as from time to time may be assigned to the Director At-Large
by the Chair or by the Board.
Article 6 – Executive Director
Section 6.1: Executive Director. The Board of Directors shall designate and appoint an Executive
Director to administer the daily affairs of the Coalition. The Executive Director shall serve under
such terms and conditions as the Board of Directors shall prescribe.
Section 6.2: Duties. The duties of the Executive Director shall include, without limitation, carrying
out the provisions of these Bylaws and the policies established by the Board, hiring and managing
staff, administering the daily operations of the Coalition, managing Coalition programs, identifying
and engaging coalition stakeholders, and representing the Coalition.
Section 6.3: Reports and Accountability. The Executive Director shall make reports and be
accountable to the Board of Directors.
Article 7 –Membership and Annual Member Meeting
Section 7.1: Membership Types. There shall be two types of membership in the Coalition;
individual membership and organizational membership.
Section 7.2: Individual Membership. Individual membership in the Coalition is open to any
person who shares in the mission and purpose of the Coalition and demonstrates his or her interest
in such membership pursuant to a process that may be determined from time to time by the Board.
There shall be no required dues to be an Individual Member.
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Bylaws of the Concord Coalition to End Homelessness
Effective May 15, 2015
(Approved April 16, 2015)
Section 7.3: Organizational Membership. Organizational membership in the Coalition is open to
any business, faith community, non-profit organization, or other organization that shares in the
mission and purpose of the Coalition and demonstrates its interest in such membership pursuant to a
process that may be determined from time to time by the Board. There shall be no required dues to
be an Organizational Member.
Section 7.4: Membership Term: Membership, both individual and organizational, shall continue
until the Member communicates the intention to terminate the membership in a manner determined
by the board.
Section 7.5: Annual Membership Meeting: The annual meeting of the Members shall be held
annually, in June, for the purposes of presenting reports to the Members and other interested parties
on the operations and the annual priorities of the Coalition and transacting any other business which
may be transacted at an annual meeting.
Article 8
Section 8.1: Amendments. These Bylaws may be amended by a two-thirds (2/3) majority vote of
the full Board, provided that the proposed amendments shall have been distributes to the Directors
for their consideration prior to the meeting at which the vote to amend is taken. In addition,
proposed changes to these Bylaws will be made available to the Membership for a comment period,
of at least ten (10) days, prior to the Board voting on any amendments. Posting on the Coalition’s
website shall suffice for this requirement.
Article 9
Section 9.1: Dissolution. In the event of the dissolution of the Coalition, the Board shall, after
paying or making provision for the payment of all the liabilities of the Coalition, dispose of all
assets of the corporation in a manner that furthers the purpose of the Coalition or to such
organizations that are organized and operated exclusively for charitable, education, religious, or
scientific purposes as shall at the time qualify as an exempt organization under Section 501 (c)(3) of
the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future
United States Internal Revenue Law as the Board shall determine. Any such assets not so disposed
of shall be disposed of by the Probate Court of Merrimack County, exclusively for such purposes or
to such organizations as said court shall determine.
Article 10
Section 10.1: Effect of the Articles of Agreement and the New Hampshire Voluntary Corporations
Act (RSA 292). To the extent not otherwise expressly varied by the terms of the Coalition’s
Articles of Agreement or these Bylaws, the provisions of the New Hampshire Voluntary
Corporations Act as the same may from time to time be amended, shall govern all matters
concerning the powers, conduct and regulation of the business and affairs of the Coalition, its
officers and directors. All of the provisions of the Articles of Agreement of the corporation, as from
time to time amended, shall be deemed incorporated into these Bylaws by reference and in the event
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Bylaws of the Concord Coalition to End Homelessness
Effective May 15, 2015
(Approved April 16, 2015)
of any inconsistency between the provisions of the Coalition’s Articles of Agreement and these
Bylaws, the term of the Articles of Agreement shall govern and the relevant provisions of these
Bylaws shall be deemed amended accordingly.
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