Bylaws of Alliance for New Jersey Environmental Education, Inc.
(Amended August XX, 2017)
ARTICLE I. NAME AND LOCATION.
Section 1. Name.
The name of the Corporation is Alliance for New Jersey Environmental Education, Inc. It is hereafter referred to as the “Corporation” or “ANJEE.”
Section 2. Location.
The initial principal office of the Corporation shall be in the township of Bernardsville, county of Somerset, State of New Jersey, located at New Jersey Audubon Society, Scherman-Hoffman Sanctuary, 11 Hardscrabble Road, Bernardsville, NJ 07924. The principal office of the Corporation shall be as aforesaid, or such other location or locations within or without New Jersey as the activities of the Corporation may require or as the Board of Trustees (hereinafter the “Board”) may from time to time determine.
ARTICLE II. CHARACTER AND PURPOSES.
The Corporation is organized and operated exclusively for charitable, educational and scientific purpose(s) within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986.
ARTICLE III. – BOARD OF TRUSTEES.
Section 1. Powers.
Subject to the provisions of the laws of New Jersey and any limitations in the Certificate of Incorporation, the Board of Trustees shall have all powers and authority necessary for the management of the business, property and affairs of the Corporation, to do such lawful acts and things as it deems proper and appropriate to promote the objectives and purposes of the Corporation. The Board of Trustees may delegate, as necessary from time to time, responsibility for such affairs, business and property to its Trustees or Officers.
Section 2. Number of Trustees and Titles of Officers.
The number of Trustees shall be no fewer than ten (10) and no more than sixteen (16). The officers of the Board shall be two Co-Presidents (or President and Vice President), Secretary, and Treasurer.
Section 3. Qualifications.
Each Trustee shall be a Member in good standing at the time of election, and shall at all times meet such additional membership requirements as the Board may establish from time to time.
In addition, each Trustee must be an individual at least eighteen years of age who:
Section 4. Voting Rights.
Each Trustee is entitled to one vote on each matter submitted to a vote by the Trustees. Voting at duly held meetings shall be by voice vote.
Section 5. Election of the Board and Term Lengths.
All Trustees shall serve for three years, renewable for an additional term and until their successor is elected and qualified, unless he or she resigns or is removed. After serving two terms, Trustees must take a year off from serving on the Board.
The Board shall elect new officers (Co-Presidents or President/Vice President, Secretary, Treasurer) every two years. Officers may serve two consecutive terms.
A Co-President (or President) of the Corporation shall preside over all meetings of the Board of Trustees.
Section 6. Leadership Year.
The leadership year of the Corporation shall begin on the first day of July in each calendar year. The leadership year shall be twelve (12) consecutive calendar months, and will end on the last day of June, to coincide with the Corporation’s fiscal year.
Section 7. Duties of Trustees.
The specific duties and authority of the Trustees, individually and as a group, shall be determined from time to time by the Board. Subject to such determination, the Officers shall have the following duties and authority:
Section 8. Place and Time of Board Meetings.
The Board may hold its meetings at the office of the Corporation or at such other places, either within or without the State of New Jersey, as it may from time to time determine.
Section 9. Annual Meeting and Regular Meetings.
An annual meeting of the Board for such business as may come before the meeting shall be held in March of each year at the Annual Leadership Retreat upon not less than ten (10) nor more than sixty (60) days' written notice of the time, place and purposes of the meeting. The Board shall meet at least four (4) times a year in total, with each meeting scheduled in a different calendar month. The Board may provide for additional regular meetings that may be held without notice.
Section 10. Special Meetings of the Board.
Special meetings of the Board for any purpose or purposes may be called at any time by the Co-President(s) (or President) or by any three Trustees. Such meetings shall be held upon not less than two days' notice given personally or by telephone, facsimile, text, or email. Such notice shall specify the time, place and purpose of the meeting.
Section 11. Waivers of Notice of Board Meetings; Adjournments.
Notice of a meeting need not be given to any Trustee who signs a waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior to the conclusion of the meeting, the lack of notice to such Trustee of such meeting. Neither the business to be transacted at nor the purpose of any meeting of the Board need be specified in the notice or waiver of notice of such meeting.
A majority of the Trustees present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given to all Trustees who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other Trustees.
Section 12. Board Action Without Meeting.
The Board or any committee of the Board may act without a meeting if, prior or subsequent to such action, all of the Trustees or committee members shall consent in writing to such action. Such written consent or consents may be executed in counterparts and shall be filed with the minutes of the meeting.
Section 13. Board or Committee Meeting by Electronic Means.
A Trustee or a committee of the Board may participate in a meeting of the Board or such committee, by any means of communication by which all persons participating in the meeting are able to understand each other. Without limiting the foregoing, said means of communication may include e-mail, chat, conference telephone call, or video conferencing.
The Corporation is not liable for any misdelivery, loss, lack of completeness or clarity, delay, or untimeliness of such electronic communication. The Corporation is under no obligation to accept electronic means of communication if doing so would require the Corporation to alter any of its then existing procedures or incur any added expense. The Corporation’s ability or willingness to receive, accept, and authenticate, electronic means of communication may vary from time to time. The Corporation is under no obligation to maintain its ability or willingness to receive, accept, or authenticate, electronic means of communication. It is the Trustee’s or committee member’s duty to verify the current status and availability of electronic means of communication prior to each occasion where the Trustee or committee member so desires to use it. The Corporation is under no obligation to supply any Trustee or committee member with electronic means of communication. If electronic means of communication are not available for any reason, it is the Trustee’s or committee member’s duty to attend and participate in the meeting or communicate, in a timely and effective manner, by other means.
No electronic communication shall be effective until it is received, authenticated, and understood by the intended recipient or all the intended recipients, if more than one. It is the Board Member’s or committee member’s duty to verify that the communication so delivered has been received and authenticated at a proper time, place, and manner so as to be effective.
Section 14. Quorum.
A majority of the Trustees shall constitute a quorum of the Board of Trustees for the transaction of business. The act of the majority of the Trustees at a meeting at which a quorum is present shall be the act of the Board of Trustees, unless the Certificate of Incorporation, these Bylaws or provisions of law require different voting rules for the approval of a matter of the Board.
Section 15. Resignation or Removal of Trustees.
A Trustee may resign by submitting his or her resignation in writing to the Board, a Co-President (or President), or the Secretary of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.
A Trustee may be removed with or without cause by the affirmative vote of a two thirds (2/3) majority of the Board. A Trustee whose removal is to be considered by the Board shall receive at least five (5) days written notice of such proposed action and shall have the opportunity to address the Board regarding such action prior to any vote on such removal.
Section 16. Vacancies.
Vacancies occurring in the Board for any reason may be filled by a vote of the majority of the Board then in office, although less than a quorum exists. A Trustee elected to fill a vacancy caused by resignation, death, or removal shall be elected to hold office for the unexpired term of his or her predecessor. If the remainder of the term is longer than half a term, this unexpired term will serve as the first term for the new board member. If less than half a term remains to be served, the new board member’s official first term will not begin until after the unexpired term is completed. In any instance of vacancy, the Governance Committee shall nominate the candidate for election to the vacant position.
Section 17. Board Compensation.
Trustees shall not receive any fee, salary or remuneration of any kind for their services in such capacities, provided however, that Trustees may be reimbursed for reasonable expenses incurred with approval of the Board upon presentation of vouchers or receipts in accordance with policies and procedures as set by the board from time to time.
Section 18. Conduct of Meetings.
Meetings of the Board of Trustees shall be presided over by either Co-President (or President then Vice-President) or in the absence of each of these persons, by the Secretary, then Treasurer. In the absence of either, then a chairperson chosen by a majority of the Trustees present at the meeting will preside. The Secretary of the Corporation shall act as secretary of all meetings of the Board, provided that, in his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting.
Meetings shall be governed by the laws of the State of New Jersey, insofar as such laws are not inconsistent with or in conflict with the Certificate of Incorporation and these Bylaws.
Section 19. Insurance For Corporate Agents.
Except as may be otherwise provided under provisions of law, the Board of Trustees may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Corporation (including a director, officer, employee, or other agent of the Corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the Corporation would have the power to indemnify the agent against such liability under the Certificate of Incorporation, these Bylaws, or provisions of law.
ARTICLE IV. COMMITTEES OF THE BOARD.
Section 1. General Provisions.
The Board shall have the authority to establish and abolish Standing and Ad Hoc Committees as needed and the Co-President(s) (or President) shall appoint a member of the board, upon recommendation of the Governance Committee, to such committees as Chair to serve a one (1) year term, renewable for up to 4 (1-year term) years. In addition, upon recommendation of the Governance Committee, the Co-Presidents(s) (or President) shall appoint committee members. Board members as well as non-board members may serve on the committee; there is no term limit but they serve at the pleasure of the Co-President(s) or (President).
Section 2. Limits of Authority.
Notwithstanding any provision in these Bylaws to the contrary, no group or committee of the Board shall:
(a) make, alter or repeal any Bylaw of the Corporation;
(b) elect or appoint any Officer or Trustees, or remove any Officer or Trustee; or
(c) amend or repeal any resolution previously adopted by the Board.
Section 3. Quorum.
A majority of each standing committee shall constitute a quorum for the transaction of business and the act of the majority of the committee members present at a meeting in which a quorum is present shall be the act of such committee.
Section 4. Procedure.
Each committee may, subject to the approval of the Board, prescribe rules and regulations for the call and conduct of meetings of the committee and other matters relating to its procedure.
Section 5. Removal of Committee Members.
The Board, by resolution adopted by a majority of the entire Board, may remove any members of a committee at any time, with or without cause, by a two thirds (2/3) vote.
Section 6. Reporting.
Actions taken at a meeting of a committee shall be kept in a record of its proceedings which shall be reported to the Board at the Board’s next meeting following such committee meeting, except that, when the meeting of the Board is held within two days after the committee meeting, such report shall, if not made at the first Board meeting, be made to the Board at the Board’s second meeting following such committee or group meeting.
Section 7. Committee Compensation.
No members of any committee shall receive any fee, salary or remuneration of any kind for their services in such capacities, provided, however, that committee members may be reimbursed for reasonable expenses incurred with approval of the Board upon presentation of vouchers or receipts in accordance with policies and procedures as set by the Board from time to time.
ARTICLE V. CONFLICTS OF INTEREST.
Section 1. Conflicts of Interest.
Every board member must read and sign annually the conflict of interest policy and complete a disclosure statement of known and potential conflicts of interest, as stipulated in the conflict of interest policy.
ARTICLE VI. AGENTS, REPRESENTATIVES AND EXECUTION OF CONTRACTS AND INSTRUMENTS.
Section 1: Agents and Representatives.
The Board may appoint agents and representatives of the Corporation with such powers to perform acts or duties on behalf of the Corporation as the Board may see fit, so far as may be consistent with these Bylaws and to the extent authorized by law.
Section 2. Execution of Contracts and Instruments.
The Board of Trustees, except as otherwise provided in these Bylaws, may by resolution authorize any officer, agent or representative of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. For deeds and mortgages execution should remain the responsibility of the Co-Presidents (or President) and Secretary of the Corporation unless extenuating circumstances exist, in which case the Board may authorize a designee. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
Section 3. Checks and Notes.
Except as otherwise specifically determined by resolution of the Board of Trustees, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other commercial paper and evidence of indebtedness of the Corporation shall be signed by the Treasurer of the Corporation or such other person as the Board of the Corporation may, from time to time, designate.
Section 4. Other Instruments.
All deeds, mortgages and other instruments shall be executed by the Co-Presidents (or President) of the Corporation and the Secretary, or such other person or persons as the Board may, from time to time, designate.
Section 5. Deposits.
All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Trustees may select.
Section 6. Gifts.
The Board of Trustees may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the non-profit purposes of this Corporation.
ARTICLE VIII. PROHIBITION AGAINST SHARING IN CORPORATION EARNINGS; DISSOLUTION.
Section 1. Prohibition.
No Trustee, Officer, Member or employee, committee member, or person connected with the Corporation, or any other private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation, provided that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to, or for, the Corporation in effecting any of its purposes in accordance with policies and procedures as set by the board from time to time; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Corporation.
Section 2. Dissolution.
Upon the dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation, after all debts have been satisfied, then remaining in the hands of the Board shall be distributed, in such amounts as the Board may determine, exclusively 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 IX. INDEMNIFICATION OF OFFICERS AND TRUSTEES.
Section 1. Representative Defined.
For purposes of this Article, “representative” means any Director or officer of the Corporation or a person serving at the request of the Corporation as a director, officer, partner, fiduciary, or trustee of another domestic or foreign corporation for profit or not-for-profit partnership, joint venture, trust, or other enterprise.
Section 2. Third-Party and Derivative Actions.
The Corporation shall indemnify any Trustee, officer, employee, or agent of the Corporation who was or is a representative of the Corporation and who was or is a party (which includes giving testimony or similar involvement) or is threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative, formal or informal (including an action or proceeding by or in the right of the Corporation), by reason of the fact that he or she was or is a representative of the Corporation, against expenses (including reasonable attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action or proceeding. If a representative is not entitled to indemnification for a portion of any liabilities to which he or she may be subject, the Corporation shall indemnify him or her to the maximum extent for the remaining portion of the liabilities.
Section 3. Advancing Expenses.
The Corporation shall pay expenses (including reasonable attorneys’ fees) actually and reasonably incurred in defending any action or proceeding referred to in Section 13.2 in advance of the final disposition of the action or proceeding upon receipt of any undertaking by or on behalf of the representative to repay the amount if it is ultimately determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article or otherwise.
Section 4. Supplementary Coverage.
The indemnification and advancement of expenses provide by or granted pursuant to this Article shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the Act, or any bylaw, agreement, vote of disinterested Trustees, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding that office. The provisions of these Bylaws relating to Conflicts of Interests shall be applicable to any bylaw, contract, or transaction authorized by the Trustees under this Section. However, no indemnification may be made by the Corporation under this Article or otherwise to or on behalf of any person to the extent that:
Section 5. Duration and Extent of Coverage.
The indemnification and advancement of expenses provided by or granted pursuant to this Article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a representative of the Corporation and shall inure to the benefit of the heirs and personal representatives of that person.
Section 6. Reliance and Modification.
Each person who shall act as a representative of the Corporation shall be deemed to be doing so in reliance upon the rights provided by this Article. The duties of the Corporation to indemnify and to advance expenses to a representative provided in this Article shall be in the nature of a contract between the Corporation and the representative. No amendment or repeal of any provision of this Article shall alter, to the detriment of the representative, his or her right to the advance of expenses or indemnification related to a claim based on an act or failure to act which took place prior to such amendment or repeal.
ARTICLE X. REFERENCES TO THE CERTIFICATE OF INCORPORATION.
References to the Certificate of Incorporation in these Bylaws shall include all amendments thereto or changes thereof unless specifically excepted.
ARTICLE XI. FISCAL YEAR.
The fiscal year of the Corporation shall begin the first day of July in each calendar year. The fiscal year shall be twelve (12) consecutive calendar months. The fiscal year of the Corporation will end the last day of June.
ARTICLE XII. NON DISCRIMINATORY POLICY.
The Corporation does not discriminate on the basis of race, color, gender, sexual orientation, national or ethnic origin in administration of its education policies, scholarship and loan programs, and other Corporation administered programs. The Corporation does not discriminate on the basis of race, color, gender, sexual orientation, national or ethnic origin in employment of faculty and administrative staff of the Corporation. The Corporation shall make known its nondiscriminatory policy in its communications relating to membership solicitation, hiring, and offering programs or benefits. The Corporation may use such commonly understood and appropriate phrase as “Equal Opportunity Employer” in a hiring notice to communicate this policy. The Corporation admits students of any race, color, gender, sexual orientation, ethnicity, or national origin, to all rights, privileges, programs, and activities generally accorded or made available to all students of the Corporation.
ARTICLE XIII. AMENDMENT TO BYLAWS.
These Bylaws may be altered, amended or repealed by the affirmative vote of two thirds (2/3) majority of the Board of Trustees. Written notice of any such Bylaw change to be voted upon by the Board of Trustees shall be given not less than ten (10) days prior to the meeting at which such change shall be proposed.
ARTICLE XIV. FORCE AND EFFECT OF BYLAWS.
These Bylaws are subject to the provisions Title 15A, Corporations, Nonprofit of the Revised New Jersey Statutes and the Certificate of Incorporation as they may be amended from time to time. If any provision in these Bylaws is inconsistent with a provision in Title 15A or the Certificate of Incorporation, the provision of Title 15A or the Certificate of Incorporation shall govern to the extent of such inconsistency.
Article XV - Corporate Records, Reports and Seal.
Section 1. Maintenance of Corporate Records.
The Corporation shall keep at its principal office:
Section 2. Corporate Seal.
The Board of Trustees may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the Corporation. Failure to affix the seal to corporate instruments; however, shall not affect the validity of any such instrument.
Section 3. Inspection Rights.
Every Trustee shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and to inspect the physical properties of the Corporation, and shall have such other rights to inspect the books, records, and properties of this Corporation as may be required under the Certificate of Incorporation, other provisions of these Bylaws, and provisions of law. Any inspection under the provisions of this Article must be made in person or by agent or attorney. The right to inspection does not include the right to copy or make extracts, unless required by law.
Section 4. Periodic Report.
The Board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state, to be so prepared and delivered within the time limits set by law.
Article XVI – Construction and Terms.
If there is any conflict between the provisions of these Bylaws and the Certificate of Incorporation of this Corporation, the provisions of the Certificate of Incorporation shall govern.
Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.
All references in these Bylaws to the Certificate of Incorporation shall be to the Certificate of Incorporation of this corporation filed in the State of New Jersey and used to establish the legal existence of this Corporation.
All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.
ARTICLE I. NAME AND LOCATION.
Section 1. Name.
The name of the Corporation is Alliance for New Jersey Environmental Education, Inc. It is hereafter referred to as the “Corporation” or “ANJEE.”
Section 2. Location.
The initial principal office of the Corporation shall be in the township of Bernardsville, county of Somerset, State of New Jersey, located at New Jersey Audubon Society, Scherman-Hoffman Sanctuary, 11 Hardscrabble Road, Bernardsville, NJ 07924. The principal office of the Corporation shall be as aforesaid, or such other location or locations within or without New Jersey as the activities of the Corporation may require or as the Board of Trustees (hereinafter the “Board”) may from time to time determine.
ARTICLE II. CHARACTER AND PURPOSES.
The Corporation is organized and operated exclusively for charitable, educational and scientific purpose(s) within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986.
- Without limiting the foregoing purposes, the Corporation seeks to create, through education, awareness, and understanding, concern for the quality of the environment, and the conviction that all human well being is dependent upon a healthy environment in accordance with the provisions set forth in the Certificate of Incorporation.
ARTICLE III. – BOARD OF TRUSTEES.
Section 1. Powers.
Subject to the provisions of the laws of New Jersey and any limitations in the Certificate of Incorporation, the Board of Trustees shall have all powers and authority necessary for the management of the business, property and affairs of the Corporation, to do such lawful acts and things as it deems proper and appropriate to promote the objectives and purposes of the Corporation. The Board of Trustees may delegate, as necessary from time to time, responsibility for such affairs, business and property to its Trustees or Officers.
Section 2. Number of Trustees and Titles of Officers.
The number of Trustees shall be no fewer than ten (10) and no more than sixteen (16). The officers of the Board shall be two Co-Presidents (or President and Vice President), Secretary, and Treasurer.
Section 3. Qualifications.
Each Trustee shall be a Member in good standing at the time of election, and shall at all times meet such additional membership requirements as the Board may establish from time to time.
In addition, each Trustee must be an individual at least eighteen years of age who:
- Has been selected for nomination by the Governance Committee according to terms and conditions that the Board may set from time to time; and
- Has been elected to fill a vacancy according to these Bylaws.
Section 4. Voting Rights.
Each Trustee is entitled to one vote on each matter submitted to a vote by the Trustees. Voting at duly held meetings shall be by voice vote.
Section 5. Election of the Board and Term Lengths.
All Trustees shall serve for three years, renewable for an additional term and until their successor is elected and qualified, unless he or she resigns or is removed. After serving two terms, Trustees must take a year off from serving on the Board.
The Board shall elect new officers (Co-Presidents or President/Vice President, Secretary, Treasurer) every two years. Officers may serve two consecutive terms.
A Co-President (or President) of the Corporation shall preside over all meetings of the Board of Trustees.
Section 6. Leadership Year.
The leadership year of the Corporation shall begin on the first day of July in each calendar year. The leadership year shall be twelve (12) consecutive calendar months, and will end on the last day of June, to coincide with the Corporation’s fiscal year.
Section 7. Duties of Trustees.
The specific duties and authority of the Trustees, individually and as a group, shall be determined from time to time by the Board. Subject to such determination, the Officers shall have the following duties and authority:
- Co-Presidents (or President)
The Co-Presidents (or President) shall be chief executive officer(s) of the Corporation; he or she shall preside at all meetings of the Board; and, subject to the control of the Board, shall have general charge and supervision over and responsibility for the affairs of the Corporation. The Co-Presidents (or President) shall see that all orders and resolutions of the Board are effected. The Co-Presidents (or President) may enter into and execute, in the name of the Corporation, contracts or other instruments not in the regular course of business, which are authorized specifically, by the Board. The Co-President (or President) may delegate from time to time to any other Trustee, any or all of such duties and authority. - Vice President (if no Co-President)
The Vice President shall assist the President and the Board in the completion of administrative tasks necessary for the operation of the Corporation. Duties shall include, but are not limited to:- Maintaining an accurate database of committee assignments, term limits, and contact information for all board members and other committee volunteers.
- Chair the Governance Committee; assist the Committee in its administrative functions.
- Perform such other duties and possess such powers as are incident to the office or as shall be assigned by the President or the Board.
- Treasurer.
The Treasurer shall:- Have custody of the corporate funds and securities.
- Keep full and accurate accounts of receipts and disbursements in the corporate books.
- Deposit all money and other valuables in the name and to the credit of the Corporation in such depositories as may be designated by the Board.
- Disburse the funds of the Corporation as may be ordered or authorized by the Board and preserve proper vouchers for such disbursements.
- Render to the Co-Presidents (or President) and the Board at regular meetings of the Board, or whenever they require it, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation.
- Be furnished by all corporate officers and agents, at his or her request, with such reports and statements as he or she may require as to all financial transactions and financial reports of the Corporation.
- Prepare or cause to be prepared tax forms and filings as required.
- Perform such other duties and possess such powers as are incident to the office or as shall be assigned by the Co-Presidents (or President) or the Board.
- Secretary.
The Secretary shall:- Attend all meetings of the Board and the Members.
- Record all votes and minutes of all proceedings.
- Schedule Board meetings at times and locations requested by a Co-President (or President), publicizing the information to Trustees and others who should attend, and determining in advance of the meeting, through various means, exactly who will attend.
- Keep, update and distribute the Corporation’s calendar.
- Give or cause to be given notice of all meetings as prescribed by these Bylaws or by statute.
- Keep in safe custody the seal of the Corporation and affix it to any instrument when authorized by the Board.
- Keep all documents and records of the Corporation as required by law or otherwise in a proper and safe manner. In addition, maintain an archive of records and documents for internal purposes.
- Perform such other duties and possess such powers as are incident to the office or as shall be assigned by a Co-President (or President) or the Board.
Section 8. Place and Time of Board Meetings.
The Board may hold its meetings at the office of the Corporation or at such other places, either within or without the State of New Jersey, as it may from time to time determine.
Section 9. Annual Meeting and Regular Meetings.
An annual meeting of the Board for such business as may come before the meeting shall be held in March of each year at the Annual Leadership Retreat upon not less than ten (10) nor more than sixty (60) days' written notice of the time, place and purposes of the meeting. The Board shall meet at least four (4) times a year in total, with each meeting scheduled in a different calendar month. The Board may provide for additional regular meetings that may be held without notice.
Section 10. Special Meetings of the Board.
Special meetings of the Board for any purpose or purposes may be called at any time by the Co-President(s) (or President) or by any three Trustees. Such meetings shall be held upon not less than two days' notice given personally or by telephone, facsimile, text, or email. Such notice shall specify the time, place and purpose of the meeting.
Section 11. Waivers of Notice of Board Meetings; Adjournments.
Notice of a meeting need not be given to any Trustee who signs a waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior to the conclusion of the meeting, the lack of notice to such Trustee of such meeting. Neither the business to be transacted at nor the purpose of any meeting of the Board need be specified in the notice or waiver of notice of such meeting.
A majority of the Trustees present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given to all Trustees who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other Trustees.
Section 12. Board Action Without Meeting.
The Board or any committee of the Board may act without a meeting if, prior or subsequent to such action, all of the Trustees or committee members shall consent in writing to such action. Such written consent or consents may be executed in counterparts and shall be filed with the minutes of the meeting.
Section 13. Board or Committee Meeting by Electronic Means.
A Trustee or a committee of the Board may participate in a meeting of the Board or such committee, by any means of communication by which all persons participating in the meeting are able to understand each other. Without limiting the foregoing, said means of communication may include e-mail, chat, conference telephone call, or video conferencing.
The Corporation is not liable for any misdelivery, loss, lack of completeness or clarity, delay, or untimeliness of such electronic communication. The Corporation is under no obligation to accept electronic means of communication if doing so would require the Corporation to alter any of its then existing procedures or incur any added expense. The Corporation’s ability or willingness to receive, accept, and authenticate, electronic means of communication may vary from time to time. The Corporation is under no obligation to maintain its ability or willingness to receive, accept, or authenticate, electronic means of communication. It is the Trustee’s or committee member’s duty to verify the current status and availability of electronic means of communication prior to each occasion where the Trustee or committee member so desires to use it. The Corporation is under no obligation to supply any Trustee or committee member with electronic means of communication. If electronic means of communication are not available for any reason, it is the Trustee’s or committee member’s duty to attend and participate in the meeting or communicate, in a timely and effective manner, by other means.
No electronic communication shall be effective until it is received, authenticated, and understood by the intended recipient or all the intended recipients, if more than one. It is the Board Member’s or committee member’s duty to verify that the communication so delivered has been received and authenticated at a proper time, place, and manner so as to be effective.
Section 14. Quorum.
A majority of the Trustees shall constitute a quorum of the Board of Trustees for the transaction of business. The act of the majority of the Trustees at a meeting at which a quorum is present shall be the act of the Board of Trustees, unless the Certificate of Incorporation, these Bylaws or provisions of law require different voting rules for the approval of a matter of the Board.
Section 15. Resignation or Removal of Trustees.
A Trustee may resign by submitting his or her resignation in writing to the Board, a Co-President (or President), or the Secretary of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.
A Trustee may be removed with or without cause by the affirmative vote of a two thirds (2/3) majority of the Board. A Trustee whose removal is to be considered by the Board shall receive at least five (5) days written notice of such proposed action and shall have the opportunity to address the Board regarding such action prior to any vote on such removal.
Section 16. Vacancies.
Vacancies occurring in the Board for any reason may be filled by a vote of the majority of the Board then in office, although less than a quorum exists. A Trustee elected to fill a vacancy caused by resignation, death, or removal shall be elected to hold office for the unexpired term of his or her predecessor. If the remainder of the term is longer than half a term, this unexpired term will serve as the first term for the new board member. If less than half a term remains to be served, the new board member’s official first term will not begin until after the unexpired term is completed. In any instance of vacancy, the Governance Committee shall nominate the candidate for election to the vacant position.
Section 17. Board Compensation.
Trustees shall not receive any fee, salary or remuneration of any kind for their services in such capacities, provided however, that Trustees may be reimbursed for reasonable expenses incurred with approval of the Board upon presentation of vouchers or receipts in accordance with policies and procedures as set by the board from time to time.
Section 18. Conduct of Meetings.
Meetings of the Board of Trustees shall be presided over by either Co-President (or President then Vice-President) or in the absence of each of these persons, by the Secretary, then Treasurer. In the absence of either, then a chairperson chosen by a majority of the Trustees present at the meeting will preside. The Secretary of the Corporation shall act as secretary of all meetings of the Board, provided that, in his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting.
Meetings shall be governed by the laws of the State of New Jersey, insofar as such laws are not inconsistent with or in conflict with the Certificate of Incorporation and these Bylaws.
Section 19. Insurance For Corporate Agents.
Except as may be otherwise provided under provisions of law, the Board of Trustees may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Corporation (including a director, officer, employee, or other agent of the Corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the Corporation would have the power to indemnify the agent against such liability under the Certificate of Incorporation, these Bylaws, or provisions of law.
ARTICLE IV. COMMITTEES OF THE BOARD.
Section 1. General Provisions.
The Board shall have the authority to establish and abolish Standing and Ad Hoc Committees as needed and the Co-President(s) (or President) shall appoint a member of the board, upon recommendation of the Governance Committee, to such committees as Chair to serve a one (1) year term, renewable for up to 4 (1-year term) years. In addition, upon recommendation of the Governance Committee, the Co-Presidents(s) (or President) shall appoint committee members. Board members as well as non-board members may serve on the committee; there is no term limit but they serve at the pleasure of the Co-President(s) or (President).
Section 2. Limits of Authority.
Notwithstanding any provision in these Bylaws to the contrary, no group or committee of the Board shall:
(a) make, alter or repeal any Bylaw of the Corporation;
(b) elect or appoint any Officer or Trustees, or remove any Officer or Trustee; or
(c) amend or repeal any resolution previously adopted by the Board.
Section 3. Quorum.
A majority of each standing committee shall constitute a quorum for the transaction of business and the act of the majority of the committee members present at a meeting in which a quorum is present shall be the act of such committee.
Section 4. Procedure.
Each committee may, subject to the approval of the Board, prescribe rules and regulations for the call and conduct of meetings of the committee and other matters relating to its procedure.
Section 5. Removal of Committee Members.
The Board, by resolution adopted by a majority of the entire Board, may remove any members of a committee at any time, with or without cause, by a two thirds (2/3) vote.
Section 6. Reporting.
Actions taken at a meeting of a committee shall be kept in a record of its proceedings which shall be reported to the Board at the Board’s next meeting following such committee meeting, except that, when the meeting of the Board is held within two days after the committee meeting, such report shall, if not made at the first Board meeting, be made to the Board at the Board’s second meeting following such committee or group meeting.
Section 7. Committee Compensation.
No members of any committee shall receive any fee, salary or remuneration of any kind for their services in such capacities, provided, however, that committee members may be reimbursed for reasonable expenses incurred with approval of the Board upon presentation of vouchers or receipts in accordance with policies and procedures as set by the Board from time to time.
ARTICLE V. CONFLICTS OF INTEREST.
Section 1. Conflicts of Interest.
Every board member must read and sign annually the conflict of interest policy and complete a disclosure statement of known and potential conflicts of interest, as stipulated in the conflict of interest policy.
ARTICLE VI. AGENTS, REPRESENTATIVES AND EXECUTION OF CONTRACTS AND INSTRUMENTS.
Section 1: Agents and Representatives.
The Board may appoint agents and representatives of the Corporation with such powers to perform acts or duties on behalf of the Corporation as the Board may see fit, so far as may be consistent with these Bylaws and to the extent authorized by law.
Section 2. Execution of Contracts and Instruments.
The Board of Trustees, except as otherwise provided in these Bylaws, may by resolution authorize any officer, agent or representative of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. For deeds and mortgages execution should remain the responsibility of the Co-Presidents (or President) and Secretary of the Corporation unless extenuating circumstances exist, in which case the Board may authorize a designee. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
Section 3. Checks and Notes.
Except as otherwise specifically determined by resolution of the Board of Trustees, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other commercial paper and evidence of indebtedness of the Corporation shall be signed by the Treasurer of the Corporation or such other person as the Board of the Corporation may, from time to time, designate.
Section 4. Other Instruments.
All deeds, mortgages and other instruments shall be executed by the Co-Presidents (or President) of the Corporation and the Secretary, or such other person or persons as the Board may, from time to time, designate.
Section 5. Deposits.
All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Trustees may select.
Section 6. Gifts.
The Board of Trustees may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the non-profit purposes of this Corporation.
ARTICLE VIII. PROHIBITION AGAINST SHARING IN CORPORATION EARNINGS; DISSOLUTION.
Section 1. Prohibition.
No Trustee, Officer, Member or employee, committee member, or person connected with the Corporation, or any other private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation, provided that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to, or for, the Corporation in effecting any of its purposes in accordance with policies and procedures as set by the board from time to time; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Corporation.
Section 2. Dissolution.
Upon the dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation, after all debts have been satisfied, then remaining in the hands of the Board shall be distributed, in such amounts as the Board may determine, exclusively 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 IX. INDEMNIFICATION OF OFFICERS AND TRUSTEES.
Section 1. Representative Defined.
For purposes of this Article, “representative” means any Director or officer of the Corporation or a person serving at the request of the Corporation as a director, officer, partner, fiduciary, or trustee of another domestic or foreign corporation for profit or not-for-profit partnership, joint venture, trust, or other enterprise.
Section 2. Third-Party and Derivative Actions.
The Corporation shall indemnify any Trustee, officer, employee, or agent of the Corporation who was or is a representative of the Corporation and who was or is a party (which includes giving testimony or similar involvement) or is threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative, formal or informal (including an action or proceeding by or in the right of the Corporation), by reason of the fact that he or she was or is a representative of the Corporation, against expenses (including reasonable attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action or proceeding. If a representative is not entitled to indemnification for a portion of any liabilities to which he or she may be subject, the Corporation shall indemnify him or her to the maximum extent for the remaining portion of the liabilities.
Section 3. Advancing Expenses.
The Corporation shall pay expenses (including reasonable attorneys’ fees) actually and reasonably incurred in defending any action or proceeding referred to in Section 13.2 in advance of the final disposition of the action or proceeding upon receipt of any undertaking by or on behalf of the representative to repay the amount if it is ultimately determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article or otherwise.
Section 4. Supplementary Coverage.
The indemnification and advancement of expenses provide by or granted pursuant to this Article shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the Act, or any bylaw, agreement, vote of disinterested Trustees, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding that office. The provisions of these Bylaws relating to Conflicts of Interests shall be applicable to any bylaw, contract, or transaction authorized by the Trustees under this Section. However, no indemnification may be made by the Corporation under this Article or otherwise to or on behalf of any person to the extent that:
- The act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted self-dealing, willful misconduct, or recklessness; or
- The Board determines that under the circumstances indemnification would constitute an excess benefit transaction under section 4958 of the Internal Revenue Code of 1986, as amended.
Section 5. Duration and Extent of Coverage.
The indemnification and advancement of expenses provided by or granted pursuant to this Article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a representative of the Corporation and shall inure to the benefit of the heirs and personal representatives of that person.
Section 6. Reliance and Modification.
Each person who shall act as a representative of the Corporation shall be deemed to be doing so in reliance upon the rights provided by this Article. The duties of the Corporation to indemnify and to advance expenses to a representative provided in this Article shall be in the nature of a contract between the Corporation and the representative. No amendment or repeal of any provision of this Article shall alter, to the detriment of the representative, his or her right to the advance of expenses or indemnification related to a claim based on an act or failure to act which took place prior to such amendment or repeal.
ARTICLE X. REFERENCES TO THE CERTIFICATE OF INCORPORATION.
References to the Certificate of Incorporation in these Bylaws shall include all amendments thereto or changes thereof unless specifically excepted.
ARTICLE XI. FISCAL YEAR.
The fiscal year of the Corporation shall begin the first day of July in each calendar year. The fiscal year shall be twelve (12) consecutive calendar months. The fiscal year of the Corporation will end the last day of June.
ARTICLE XII. NON DISCRIMINATORY POLICY.
The Corporation does not discriminate on the basis of race, color, gender, sexual orientation, national or ethnic origin in administration of its education policies, scholarship and loan programs, and other Corporation administered programs. The Corporation does not discriminate on the basis of race, color, gender, sexual orientation, national or ethnic origin in employment of faculty and administrative staff of the Corporation. The Corporation shall make known its nondiscriminatory policy in its communications relating to membership solicitation, hiring, and offering programs or benefits. The Corporation may use such commonly understood and appropriate phrase as “Equal Opportunity Employer” in a hiring notice to communicate this policy. The Corporation admits students of any race, color, gender, sexual orientation, ethnicity, or national origin, to all rights, privileges, programs, and activities generally accorded or made available to all students of the Corporation.
ARTICLE XIII. AMENDMENT TO BYLAWS.
These Bylaws may be altered, amended or repealed by the affirmative vote of two thirds (2/3) majority of the Board of Trustees. Written notice of any such Bylaw change to be voted upon by the Board of Trustees shall be given not less than ten (10) days prior to the meeting at which such change shall be proposed.
ARTICLE XIV. FORCE AND EFFECT OF BYLAWS.
These Bylaws are subject to the provisions Title 15A, Corporations, Nonprofit of the Revised New Jersey Statutes and the Certificate of Incorporation as they may be amended from time to time. If any provision in these Bylaws is inconsistent with a provision in Title 15A or the Certificate of Incorporation, the provision of Title 15A or the Certificate of Incorporation shall govern to the extent of such inconsistency.
Article XV - Corporate Records, Reports and Seal.
Section 1. Maintenance of Corporate Records.
The Corporation shall keep at its principal office:
- Minutes of all meetings of Trustees, and committees of the Board and of all past meetings of members prior to these Bylaws revisions of 2017, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
- Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and losses;
- A copy of the Corporation's Certificate of Incorporation and Bylaws as amended to date, which shall be open to inspection by the Members, of the Corporation at all reasonable times during office hours.
Section 2. Corporate Seal.
The Board of Trustees may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the Corporation. Failure to affix the seal to corporate instruments; however, shall not affect the validity of any such instrument.
Section 3. Inspection Rights.
Every Trustee shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and to inspect the physical properties of the Corporation, and shall have such other rights to inspect the books, records, and properties of this Corporation as may be required under the Certificate of Incorporation, other provisions of these Bylaws, and provisions of law. Any inspection under the provisions of this Article must be made in person or by agent or attorney. The right to inspection does not include the right to copy or make extracts, unless required by law.
Section 4. Periodic Report.
The Board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state, to be so prepared and delivered within the time limits set by law.
Article XVI – Construction and Terms.
If there is any conflict between the provisions of these Bylaws and the Certificate of Incorporation of this Corporation, the provisions of the Certificate of Incorporation shall govern.
Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.
All references in these Bylaws to the Certificate of Incorporation shall be to the Certificate of Incorporation of this corporation filed in the State of New Jersey and used to establish the legal existence of this Corporation.
All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.