Article V - MEETINGS OF CORPORATION
- ANNUAL MEETINGS. The annual meeting of the Corporation for the elections of
Trustees and for the transaction of such other business as may properly come before the Trustees at such meeting, will be held at
231 Black Horse Lane, North Brunswick, NJ 08902 in the Township of South Brunswick and State of New Jersey, or at such other place
the Board of Trustees may designate, on the first Friday in May, or another date as designated by the Board of Trustees, as long
as it occurs within ninety (90) days of the close of the fiscal year. No business which requires a vote shall be conducted
at an annual meeting unless a quorum is present.
- QUORUM. The presence, in person or by proxy, of at least fifty-one (51%)
percent of the Trustees entitled to vote shall be necessary to
constitute a quorum, for the transaction of business at all
annual, special and regular meetings. All matters coming before the Board of Trustees shall be determined and decided by the
majority vote of the quorum. In the event of a tie vote, the vote of the President shall control.
- MEETINGS. Meetings of the Board of Trustees shall be held at the office
of the Corporation, or at any other place which the President or the majority of the Board of Trustees may from time to time
designate. There shall be an annual meeting of the Board of Trustees held upon the day of their election at the annual meeting
of the Trustees, or as soon thereafter as convenient. At such meeting, the Board of Trustees shall elect a President and conduct such other business as may properly come before the Board. Other regular of special meetings of the
Board of Trustees shall be held at such times and places as the Board of Trustees shall by resolution prescribe. Regular or special meetings
of the Board of Trustees shall be called whenever requested in writing by the President or by a majority of Trustees of the Board
of Trustees. The Board of Trustees may meet to transact business at any time and place without notice, provided all Trustees
shall be present, or if any Trustee or Trustees are not present, said Trustee(s) shall waive notice of such meeting in writing.
No business which requires a vote shall be conducted at a regular or special meeting unless a quorum is present.
- ACTION WITHOUT MEETING. The Board of Trustees may act without a meeting if,
prior to such action, each member of the Board of Trustees shall consent in writing thereto. Such consent or consents shall be
filed in the minute book of the Corporation.
- NOTICE OF MEETINGS. Notice of each annual, special or regular meeting
of the Trustees of the Corporation, by the President, Vice President or Secretary, shall provide for the time, place and purpose(s)
of such meeting and shall be delivered personally, by electronic mail, by regular mail or by telephone, not less than seven (7)
days nor more than sixty (60) days before the date of said meeting, to each Trustee of record entitled to notice. The notice shall
be directed to the Trustee at that Trustee's physical address, e-mail address or telephone number as it appears in the records of
the Corporation, unless the Trustees shall have field with the Secretary or Executor Director of the Corporation a written request
that said notices be directed in some other manner, in which case notice shall be directed as designated in such request. Any Trustee
may, in writing, waive notices of any meeting, and such waiver may be signed before or after the meeting.
- PROXIES. Any Trustee entitled to vote may be represented at any annual,
special or regular meeting of the Trustees by a duly appointed proxy. All proxies shall be written and properly signed, but shall
require no other attestation and shall be filed with the Secretary or Executive Director of the Corporation.
Article VI - TRUSTEES
- NUMBER. TERM OF OFFICE AND REMOVAL. The Board of Trustees of the Corporation
shall consist of not less than 3 or more than 15 members as the Board may, from time to time, determine by
shall be residents of the Township of South Brunswick, County of Middlesex, State of New Jersey, or shall have had their place of work
or employment located in South Brunswick Township. Each Trustee shall be elected to a three year term at the annual meeting of the
Trustees of the Corporation, and shall serve until the completion of his or her term until his of her earlier resignation or removal.
Any Trustee may be removed, either with or without cause, and his or her successor elected, by a vote of the majority of the Trustees
at a meeting called for such purpose, where a quorum is present. Any other vacancy
occurring in the Board of Trustees may be filled
for the unexpired term by the majority vote of the remaining Trustees of the Board of Trustees.
- DUTIES AND POWERS. The Board of Trustees shall have the control and management
of the affairs of the Corporation and shall exercise all such powers of the Corporation, and do all such lawful acts and things
necessary or expedient in the control and management thereof, as are required to be
exercised or done by the Trustees. The Trustees
may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they may deem proper,
so long as same are not in conflict with New Jersey law.
- COMPENSATION. The members of the Board of Trustees shall not receive
any compensation for their services as Trustees.
- COMMITTEES OF TRUSTEES. The Board of Trustees, by resolution adopted
by the majority of its members when a quorum is present, may designate one or more committees, to extent provided in said
resolution, to have and exercise the authority of the Board in the management of the Corporation, but the designation of such
committees and the delegation thereto of authority shall not operate to relieve the
Board or any individual Trustee of any
responsibility imposed upon the Board or any individual Trustee in accordance with these By-laws and New Jersey law.
- EXECUTIVE COMMITTEE. An Executive Committee shall include not less
than three (3) and not more than seven (7) members, all of whom shall be Trustees. The Executive Committee shall include: the
President of the Corporation, who will serve as Chair of the Committee, Vice President, Treasurer, Secretary and Grant Review
Committee Chair. It may include up to two (2) Members At Large who will be appointed by the President at his or her discretion.
The immediate Past President and the Executive Director are ex-officio members of the Executive Committee. In the event it
becomes necessary to replace a member mid-term, excepting the President or Vice President, the President shall have the
authority to appoint a replacement to serve until the time of the next annual meeting.
- DUTIES AND POWERS OF THE EXECUTIVE COMMITTEE. The powers and responsibilities
of the Executive Committee shall not supersede the ultimate authority of the Board of Trustees of the Corporation. The Executive
Committee will act with the authority of the Board of Trustees in overseeing the day-to-day business operations of the Corporation.
These operations include, but are not limited to, the search for and recommendation to hire staff as appropriate, supervising and
conducting performance evaluation of the staff, timely payment of obligations including staff compensation, bills for services
rendered, securing of supplies and equipment necessary to maintain operation, investigation and making recommendations as to
policies and procedures of the Corporation, preparing an annual budget for review and approval, and preparing annually a slate of
officers and names of other members of the Executive Committee for the coming year. The Executive Committee shall have the authority
to commit the Corporation to expenditures of One Thousand ($1,000) Dollars and less, including approval of time-sensitive grant
requests. The Executive Committee will carry out other duties as approved by the Trustees of the Corporation at any annual, regular
or special meeting.
- MEETINGS OF THE EXECUTIVE COMMITTEE. Meetings of the Executive Committee
will be held at the request of the Chair.
Article VII - WAIVERS OF NOTICE
Any notice required by these By-laws, the Certificate of Incorporation or the laws of the State of Incorporation may be waived in
writing by any person entitled to notice. The waiver or waivers may be executed before, at or after the event with respect to which notice
is waived. Each Trustee attending a meeting without protesting the lack of proper notice prior to the conclusion of said meeting shall be
deemed conclusively to have waived such notice.
Article VIII - OFFICERS
- ELECTION. The Board of Trustees immediately after the annual meeting of
the Trustees shall meet and elect a President, Vice President, Secretary and Treasurer. They may elect such other officers as the needs
of the Corporation may from time to time require. All officers shall serve for one (1) year, or until the election and qualification
of their successors or until their earlier resignation or removal, subject to the power of the Trustees to remove any officer without
cause by the majority vote of the Board of Trustees. Two or more offices may be held by the same person, but no officer shall
execute, acknowledge, or verify any instrument in more than one capacity if such instrument is required by law or by the By-laws
to be executed, acknowledged, or verified by two or more officers. Appointment or election to a corporate office shall not, of itself,
establish or create contract rights.
- PRESIDENT. The President shall preside at all meetings of the Board of
Trustees, and shall call to order all meetings of the Trustees. The President shall be the chief executive officer of the Corporation
and shall perform all duties commonly incident to his or her office and shall have the general supervision of the affairs of the
Corporation, subject to the authority of the Board of Trustees. The President shall report to the Board of Trustees from time to time
all matters coming to his or her notice, relating to the interests of the Corporation that should be brought to the attention of the
Board of Trustees.
- VICE PRESIDENT. The Vice President shall perform such duties and have
such authority as from time to time may be delegated to him or her by the Board of Trustees or the President. The Vice President,
at the discretion of the Board of Trustees, shall have and exercise all the powers and duties of the President in case of the
President's absence or inability to act.
- SECRETARY. The Secretary shall cause notices of all meetings to be served
as prescribed in these By-laws and keep or cause to be kept minutes of all meetings of the Board of Trustees. The Secretary shall
have charge of the seal of the Corporation. The Secretary shall perform such other duties and possess such other powers as are
incident to that office or as assigned by the Board of Trustees.
- TREASURER. The Treasurer shall have care and custody of all the funds
and securities of the Corporation, and shall perform such other duties as the Board of Trustees may from time to time prescribe.
The Treasurer shall keep or cause to be kept full and accurate regular books of account.
Article IX - FISCAL YEAR
The fiscal year of the Corporation shall be determined by the filing of the first Federal corporate income tax return.
Article X - AMENDMENTS
These By-laws may be altered, amended, or repealed, and new By-laws adopted, by the majority vote of members of the Board of Trustees
at a meeting of same, when a quorum is present.
Article XI - INDEMNIFICATION
Every person who is or was a Trustee, officer, ex-officio member of the Board or employee of the Corporation, or any person who serves
or has served in any capacity with any other enterprise at the request of the Corporation, shall be indemnified by the Corporation to the
fullest extent permitted by law. The Corporation shall indemnify such persons against all expenses and liabilities reasonably incurred by
or imposed on them in connection with any proceedings in which they may become involved by reason of being or having been a Trustee,
officer, ex-officio member of the Board or employee of the Corporation, or by reason of serving or having served another enterprise at
the request of the Corporation, whether or not in such capacities at the time of the expense or liability incurred.