SOUTH JERSEY BEAD SOCIETY,
A NEW JERSEY NONPROFIT CORPORATION
1. Name. The name of the Corporation shall be SOUTH JERSEY BEAD SOCIETY, A NEW JERSEY NONPROFIT CORPORATION (the “Corporation”).
2. Registered Office. The registered office of the Corporation shall be located at One Centennial Square, Haddonfield, New Jersey 08033. The Corporation may have such other offices within or without the State of New Jersey as the Board of Trustees may designate from time to time.
3. Purpose. The exclusive charitable and educational purposes for which the Corporation is being organized and operated under Section 501(c)(3) of the Internal Revenue Code (IRC,) are as follows: (a) to advance the study and education of beads and the art of beading as an art form for its members and the general public; (b) to qualify as an organization exempt from federal income taxation under Section 501(c)(3) of the Internal Revenue Code; and (c) to perform all other acts and things not prohibited to a corporation organized under the laws of the State of New Jersey relating to nonprofit corporations, which are necessary, desirable, or appropriate to facilitate the accomplishment of the foregoing purposes.
4. Powers. The Corporation shall have the power to give, convey, grant or assign any or all of its property, outright or upon lawful terms regarding the use thereof, (a) in furtherance of any or all of the objects of its purposes, and/or (b) to any other organization which promotes the charitable purposes of this Corporation; and to take such further actions to aid or support such other organizations as from time to time may be determined appropriate by the Corporation’s Board of Trustees (the “Board”).
The Corporation shall have Members (the “Members”) with voting rights under the New Jersey Nonprofit Corporation Act, N.J.S.15A:1-1 et seq. (the “Act”). There shall be classifications of Membership in the Corporation as the Board shall designate.
The Board shall have the power to establish rules for Membership eligibility and to set the annual dues amount.
1. Admission. Any person in sympathy with the purposes of this Corporation and is at least eighteen (18) years or age is eligible for Membership. Upon written application and payment of dues, in accordance with the Membership Classification established by the Board, the applicant shall be admitted to Membership. Responsibilities of Membership include payment of annual dues, acceptance of Society Bylaws, and agreement to be supportive of other Members and the Society. All members shall abide by the Code of Conduct as established by the Officers and Trustees.
2. Membership Classifications. There are two Membership Classifications: General Member and Senior Member (65 years or older).
3. Fees and Dues. Dues are payable annually and are non-refundable.
4. Membership Year. The Membership Year shall run from September through August of the following calendar year.
5. Removal. Members whose dues are more than three (3) months in arrears shall be dropped from Membership automatically. A written notice will be sent by the Secretary of the Corporation to such Members advising them of their removal from Membership because of non-payment of dues.
A Member can be removed from Membership, without assignment of any cause, by an affirmative vote of a majority of the Board where a quorum exists and will not be permitted to rejoin the Society. The Member who is to be removed shall be given written and/or electronic notice of the proposed removal and the Member shall be given the opportunity to be heard at a meeting of the Board prior to their removal, if requested by the Member. No formal hearing procedure will be followed and the Member shall have no right to have legal counsel present or to cross-examine witnesses.
6. Annual Membership Meeting. The Membership shall conduct an annual meeting in May at such time and place as the Board shall determine.
7. Regular Membership Meetings. The Membership may also have regular meetings from time to time as determined by an affirmative vote of a majority of the Members at any meeting duly convened with a quorum. As a general rule, regular meetings shall be held every month during the Membership Year, omitting July and August. Five (5) days prior written notice shall be sufficient notice for any meeting of the Members.
8. Quorum. A quorum of the Membership shall be one-third of the Members present at a meeting.
9. Voting. At the Annual Membership Meeting in May, Members in good standing shall select the Members for open Board position(s) of the four (4) officers of the Corporation and the three (3) Members-at-Large by a plurality vote, either by voice or by ballot.
II. BOARD OF TRUSTEES
1. Powers. The business of the Corporation shall be managed by its Board which, except as limited herein, may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law prohibited.
2. Number. The Board shall consist of not less than seven (7) persons who are all Members in good standing on the Membership rolls of the Corporation maintained by the Secretary of the Corporation. The Board shall consist of the four (4) Officer positions of the Corporation, and a minimum of three (3) Member-at-¬Large positions.
3. Election. Prior to the Board meeting in February, the Nominating Committee shall begin the process of selecting candidates for each Trustee position available. At the February Membership meeting, the General Membership shall be notified by the Nominating Committee to submit names for proposed candidates for the Trustees. At this time their resumes may be submitted to the Nominating Committee. In addition, the notice of nominations shall be included in the Corporation newsletter and on the Corporation website.
The Nominating Committee shall present a slate of candidates to the Board at their March Board meeting and to the General Membership at their April meeting. Nominations from the floor may be made at the April Membership meeting.
4. Voting. Voting will take place at the Membership Annual Meeting in May. If there is only one candidate for each available Trustee position, a voice vote may be taken. Otherwise, a written ballot is prepared. The Secretary shall oversee the production, distribution, and counting of the written ballots. The method(s) of ballot distribution must not discriminate between Members and efforts must be made to prevent multiple votes from the same Member. The Secretary shall be responsible for making certain that only one ballot is received per Membership and shall disallow all ballots if any Member has submitted more than one ballot. If voting is by ballot, the counting of the ballots and the results may be announced at the following Membership meeting.
Newly elected Trustees take office at the next Board meeting.
5. Removal. Any Trustee may be removed from the Board, without assignment of any cause, by an affirmative vote of a majority of the Trustees in office at any meeting of the Board where a quorum exists. The Trustee who is to be removed shall be given written and/or electronic notice of the meeting at least two (2) weeks in advance and the Trustee shall be given the opportunity to be heard at a meeting of the Board prior to their removal, if requested by the Trustee. No formal hearing procedure will be followed and the Trustee shall have no right to vote on such matter, be present during the vote, have legal counsel present, or to cross-examine witnesses.
6. Attendance. Trustees are expected to attend at least 75% of all Board meetings and 50% of all Membership meetings. Failure to do so may result in removal from the Board.
7. Vacancies. A vacancy in any Trustee position shall be filled by an affirmative vote of a majority of the Board until the next Annual Membership meeting. Any Member selected to fill a vacancy shall complete the original term of Trustee being replaced.
8. Compensation. The Trustees shall serve without compensation for their trustee or officer duties, but may receive, as decided by the Corporation, a reimbursement of expenses and reasonable compensation for services provided to the Corporation in any capacity other than as a trustee or officer. In all such matters, the Corporation shall comply with the Act and the Internal Revenue Excess Benefit Transaction rules under Code Section 4958. To the extent the Corporation is financially able to support, the Trustees shall be entitled to attend one workshop per Membership Year of the Corporation without charge.
III. AUTHORITY AND RESPONSIBILITIES OF THE BOARD OF TRUSTEES
1. Except as otherwise provided by these Bylaws, the ultimate authority required by law is vested with the Board.
2. Finances. The Board shall cause the preparation of annual and long-term capital and operational budgets which shall specify each budgeted expenditure, commitment, or incurrence of obligation, or series of expenditures, commitments, or incurrence of obligations.
Elected Trustees: Officers
1. Number. There shall be four (4) Officers in the Corporation: two (2) Co-Presidents, one (1) Secretary and one (1) Treasurer.
2. Terms. Officers shall serve for staggered terms of two (2) years each, with approximately one-half (1/2) of the Elected Trustees rotating off the Board each year.
There are no term limits for Officers. Officers are eligible for re-election upon the expiration of their current term.
a. Co-President(s). Two (2) Co-Presidents shall serve as the chief executive officers of the Corporation, and shall preside at all meetings of the Board.
The Co-Presidents shall see that all orders and resolutions of the Board are carried into effect; subject, however, to the right of the Trustees to delegate any specific powers to any other officer or officers of the Corporation.
The Co-Presidents shall see to it that the operations of the Corporation are in accordance with its Certificate of Incorporation, these Bylaws and such directions as the Board may issue from time to time.
The Co-Presidents shall perform such other duties as may be prescribed by the Board.
The Co-Presidents shall be, ex-officio, a member of all committees (if any), and shall have the general powers and duties of supervision. Specifically, he/she shall preside at all Membership meetings and abstain from voting therein except in the case of a tie.
The Co-Presidents shall execute bonds, mortgages, and other contracts requiring a seal under the seal of the Corporation, with the approval of the Board. Each Co-President shall have the authority and power to bind the Corporation, although the Co-Presidents should consult with each other before entering into any agreement or transaction involving the Corporation. To the extent the Co-Presidents disagree on a matter, the matter shall be brought promptly to the Board for resolution.
b. Secretary. The Secretary shall cause to be kept full minutes of all Membership meetings, special meetings, and all meetings of the Board.
The Secretary shall give, or cause to be given, written and/or electronic notices of all meetings of the Corporation.
The Secretary shall attend all meetings of the Board; shall act as clerk thereof, and record all votes and the minutes of all proceedings in written and/or electronic means to be kept for that purpose.
The Secretary shall maintain the official Members in good standing on the Membership rolls.
The Secretary shall prepare a proposed slate of Members for election at the Annual Membership meeting.
The Secretary shall distribute meeting minutes within one (1) week of the next meeting on said topic.
The Secretary shall perform such other duties as may be prescribed by the Board.
c. Treasurer. The Treasurer shall cause to be kept and maintained, adequate and correct financial transactions of the Corporation.
The Treasurer shall cause to be deposited all monies and other valuables in the name of and to the credit of the Corporation, with such depositories as may be designated by the Board.
The Treasurer shall review and approve supporting evidence of the receipt and disbursement of funds.
The Treasurer shall cause to be rendered to the full Board an accounting of the financial condition of the Corporation.
The Treasurer shall assist the Board in the preparation of the annual and long-term capital and operational budgets,
The Treasurer shall prepare financial and management reports to be prepared and circulated as the Board deems appropriate.
The Treasurer shall perform such other financially-related duties as may be prescribed by the Board.
Elected Trustees: Members-at-Large
1. Number. There shall be a minimum of three (3) Members-at-Large.
2. Terms. Members-at-Large shall serve for staggered terms of three (3) years each, with one (1) Member-at-Large rotating off of the Board each year.
There are no term limits for Members-at-Large. Members-at-Large are eligible for re-election upon the expiration of their current term.
3. Duties. Members-at-Large shall represent the interests and welfare of the General Membership at Board meetings.
Members-at-Large shall perform such other duties as directed by the Board, such as serving on committees.
IV. COMMITTEES OF THE BOARD
If deemed advisable, the Board, by resolution adopted by a majority of the Board, may establish committees and appoint persons to serve on such committees, with each committee having at least one Board member among its members. The Trustees shall appoint the Chairs of the Committees annually or as needed. Each Committee Chairperson shall have and may exercise such authority as the Board may delegate.
Reserved Powers. No committee (including the Executive Committee) shall in any event have the authority to make, alter or repeal any Bylaw of the Corporation; elect or appoint any Trustee, or remove any Trustee of the Corporation; or amend or repeal any resolution theretofore adopted by the Board. Action taken at a meeting of any committee shall be reported to the Board at its next board meeting following such committee meeting.
V. MEETINGS OF THE BOARD
1. Annual Meeting. The Annual Meeting of the Board shall be held during the month of August of each year or at such place and time as shall be determined by the Board.
2. Regular Meetings. Regular Meetings of the Board shall be held at such times and on such dates as shall be determined by the Board with a minimum for one meeting per quarter.
3. Special Meetings. Special Meetings of the Board may be called by either Co-President or by any two (2) Trustees of the Board by sending a request to the Secretary at least seven days before the special meeting.
4. Notice of Meetings. Written or electronic notice of the time and place of a regular or special meeting shall be given by the Secretary to each Trustee at least five (5) days prior to the day named for such meeting. Such notice shall be directed to the Trustee at his/her official electronic address. Except as provided by law, or these Bylaws, a notice of a meeting of the Board need not state the purpose thereof.
5. Location. Meetings of the Board shall be held at such location, within or without the State of New Jersey, as shall be fixed by the Board.
6. Teleconference Meetings. Any meeting of the Board or any committee thereof can be conducted by teleconference call or similar electronic means by which all Trustees participating can simultaneously communicate with each other.
7. Quorum. Business cannot be conducted at a meeting of the Board unless a quorum is present. The presence of a majority of the Trustees shall constitute a quorum for the transaction of business. The acts of a majority of the Trustees present at a meeting at which a quorum exists shall be the acts of the Board.
8. Action by Written Consent. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all of the Trustees or persons on a committee, as the case may be, consent thereto in writing or electronic means and the writing(s) or electronic means are filed with the minutes of proceedings of the Board or committee.
VI. BOOKS AND ACCOUNTS
1. Books and Accounts. The Corporation shall keep books and records of accounts and minutes of the proceedings of the Board and committees of the Board.
2. Signatories. For all checks and withdrawals from the Corporation’s bank accounts under $1,500.00, the signature of any one (1) Officer is required. The preferred Officer shall be the Treasurer otherwise either Co-President may sign. For checks over $1,500.00, two signatures are required.
3. Audits. Audits of the account books and records of the Corporation shall be performed yearly, scheduled at the discretion of the auditors. Audits require at least two Board members to be present and conduct said audit. A log of the audit is required to be filed in the Corporation’s books.
VII. CONFLICT OF INTEREST
If a Board Trustee or Committee Member has a financial interest conflicting with the interest of the Corporation in any matter (such as whether to enter into a contract with another organization with which such individual is associated), then the Trustee or Committee Member must bring the conflict to the attention of his/her fellow Trustees or committee members and refrain from participating or voting in any decision with respect to the matter. The Corporation shall, in all other respects, comply with Section 15A:6-8 of the Act in all conflict of interest situations. The Corporation has adopted a Conflict of Interest Policy as recommended by the Internal Revenue Service, and shall amend the same from time to time, as appropriate. All Board members shall be required to sign a Conflict of Interest statement annually.
The Corporation shall indemnify, in the manner and to the full extent permitted by the Act, as amended, any Trustee of the Corporation who was or is a party to, or is threatened to be made a party to, or who appears as a witness in, any proceeding (as such term is defined in Section 15A:3-4 of the Act) whether or not by or in the right of the Corporation, by reason of the fact that such person is or was a Trustee or officer of the Corporation. The Corporation may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against him. To the full extent permitted by law, the indemnification provided herein shall include expenses (as such term is defined in said Section 15A:3-4 of the Act), and, in the manner provided by law, any such expenses may be paid by the Corporation in advance of the final disposition of such proceeding. The indemnification provided herein shall not be deemed to limit the right of the Corporation to indemnify any other person for any liabilities or expenses, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Corporation may be entitled under any agreement, vote of Trustees or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.
IX. MISCELLANEOUS PROVISIONS
1. Execution of Instruments. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers as the Board of Trustees, from time to time, may designate.
2. Fiscal Year. The fiscal year of the Corporation shall end on December 31.
3. Corporate Seal. The Corporate Seal shall have inscribed thereon the name of the Corporation, the year of its creation and the words Corporate Seal, New Jersey.
X. AMENDMENTS AND INTERPRETATIONS
1. Amendments. Any proposed amendment or amendments to the Certificate of Incorporation or Bylaws of the Corporation shall first be submitted in writing to the Board and be approved by the Board at a regular meeting where a quorum exists by a two-thirds (2/3rds) vote of the Trustees at such meeting. Such amendment or amendments shall then be submitted and read during the order of business at two (2) consecutive Regular or Special Meetings of the General Membership of the Corporation. Upon approval by a majority vote of the Members entitled to vote at the second Regular General Membership Meeting of the Corporation the amendment or amendments shall be adopted.
2. Interpretations. All questions of interpretation of these Bylaws shall be decided by majority vote of the Board at any meeting of the Board where a quorum exists.
XI. ADOPTION and TRANSITION
These Bylaws supersede any and all previous bylaws of this Corporation. The Board of Trustees in office at the time of the adoption of these Bylaws shall continue until the expiration of their respective terms, thereafter, their election to office shall be subject to these Bylaws.
These Bylaws are adopted by two-thirds (2/3) vote of the Membership in good standing present at the General Membership Meeting of the Corporation on >.