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New Hampshire State Library
About Us - Departments - Library Development Services - Library Management - Friends of the Library - Sample Friends Group Articles of Agreement

ARTICLES OF AGREEMENT
OF A
NEW HAMPSHIRE NONPROFIT CORPORATION

THE UNDERSIGNED, BEING PERSONS OF LAWFUL AGE, ASSOCIATE UNDER THE PROVISIONS OF THE NEW HAMPSHIRE REVISED STATUTES ANNOTATED, CHAPTER 292, BY THE FOLLOWING:

Article 1. The name of the corporation shall be:

Friends of the Randolph Public Library, Inc.

Article 2. The object for which this corporation is established is:

  1. To work in cooperation with both the librarian and the trustees in support of the library; to maintain an association of persons interested in good library service; to assist in development, promotion, and completion of library services, facilities, and programs; to act as liaison between the community and the library; and to increase public awareness and stimulate the use of the library’s resources.
  2. Said corporation is organized exclusively for any purposes for which an organization may be exempt from federal taxation under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, including for such purposes the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Article 3. The provisions for establishing membership and participation in the corporation are:

  1. Membership in this corporation is open to all individuals, organizations, or clubs in agreement with the purposes of this association.
  2. Annual dues for the Friends of the Randolph Public Library, Inc., shall be determined by a majority of the members present and voting at the annual meeting.
  3. Each paid membership shall be entitled to one vote.
  4. Library trustees and the librarian of the Randolph Public Library shall be considered non-dues-paying members, and are welcome to participate in all meetings and activities.
  5. Library trustees and the librarian are not eligible to be officers of the corporation.

Article 4. Funds and liability

  1. Activities of the Friends shall be self-supporting. All funds accrued by the Friends shall be deposited to the account of the Friends of the Randolph Public Library, Inc., and shall be disbursed by the Treasurer of the Friends as authorized by the membership in accordance with the terms of the bylaws.
  2. No part of the net earnings of the corporation shall inure to the benefit of, or be distributed to, its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered, and to make payments and distributions in furtherance of the purposes set forth in Article 2 hereof.
  3. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
  4. Notwithstanding any other provision of these Articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Article 5. The provisions for disposition of the corporate assets in the event of dissolution of the corporation including the prioritization of rights of shareholders and members to corporate assets are:

  1. There will be no shareholders.
  2. Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the County in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purposes.

Article 6. Officers

  1. The officers of the corporation shall be President, Vice-President, Secretary, and Treasurer.
  2. Officers shall be elected at the annual meeting by a majority of members present and voting in accordance with the terms of the bylaws.
  3. Vacancies shall be filled for the remainder of the term through appointment by the remaining officers pending ratification by the membership at the next annual meeting.

Article 7. The address at which the business of this corporation is to be carried on is:

Friends of the Randolph Public Library, Inc.
c/o Randolph Public Library
RR 1 Box 1419
Randolph NH 03570

Article 8. The amount of capital stock, if any, or the number of shares or membership certificates, if any, and provisions for retirement, reacquisition and redemption of those shares or certificates are:

None

Article 9. Provision eliminating or limiting the personal liability of a director, an officer, or both, to the corporation for monetary damages for breach of fiduciary duty as a director, an officer, or both, is:

The officers of the corporation shall not be liable to the corporation or to its shareholders or members for monetary damages for breach of their fiduciary duties to the full extent permitted by N.H. RSA 292.

Article 10. Signature and post office address of each of the persons associating together to form the corporation. (Note 3)

Signature and NamePost Office Address


_________________________________ ___________________________________
Signature Street

_________________________________ ___________________________________
Name (please print) City/Town State Zip

_________________________________ ___________________________________
Signature Street

____________________________________ ______________________________________
Name (please print) City/Town State Zip

_________________________________ ___________________________________
Signature Street

_________________________________ ___________________________________
Name (please print) City/Town State Zip

____________________________________ ______________________________________
Signature Street

_________________________________ ___________________________________
Name (please print) City/Town State Zip

_________________________________ ___________________________________
Signature Street

_________________________________ ___________________________________
Name (please print) City/Town State Zip

Town Clerk’s Office, Town of ???????????

Received and recorded this ____________ day of ______________________________, ______

Town Clerk’s Signature _____________________________________________

Town Clerk’s Name (please print) _____________________________________

Notes:

  1. Recording fee payable to: N.H. Secretary of State.
  2. If no provision eliminating or limiting personal liability, insert "none".
  3. At least five signatures are required.
  4. Must be recorded with the Clerk of the City/Town of the principal place of business prior to recording with the Secretary of State. (Fee payable to the Clerk is $5.00.)

Mail $25.00 STATE FEE and DUPLICATE ORIGINALS (ORIGINAL SIGNATURES ON BOTH) to: Secretary of State, State House, Room 204, 107 North Main Street, Concord NH 03301-4989.

 
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