Montrose Park Historic District Association

BY-LAWS OF THE MONTROSE PARK HISTORIC
DISTRICT ASSOCIATION, INC.
Adopted 1994

Revised, February 9, 2002

Section 3.1 & 3.2 Amended, February 10, 2007

Section 1.2 Amended, September 8. 2008

- I. Name, Offices and Purposes
- II. Members
- III. Board of Trustees
- IV. Officers
- V. Committees
- VI. Force and Amendment of By-laws
- VII. Fiscal Year
- VIII. Conflict of Interest
- IX. Additional Provisions

I. Name, Offices and Purposes

1.1 Corporate name. The Corporation's official name shall be the Montrose Park Historic District Association, Inc. In addition, it shall have the right, from time to time, to operate under such other names as it may receive authorization to use pursuant to applicable law.

1.2 Principal office. The Corporation's principal office shall be P.O. Box 953, South Orange, New Jersey 07079, or at such other place as the Trustees may from time to time determine.

1.3 Other places of business. The Board of Trustees may, at any time, establish offices at any location where the corporation is qualified to do business.

1.4 Corporate purpose. The Corporation has been organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. More specifically, the purposes for which the organization is organized are to sponsor and promote activities that preserve and protect the historic character of the Montrose Park district of South Orange.

1.5 Purpose of By-Laws. These By-Laws establish rules and procedures for conducting the affairs of the Corporation. They are binding on the Board of Trustees, on members of any committees established by the Board, and on the Corporation's officers, whether those persons served in the applicable capacity at the time these By-Laws were adopted or were appointed or elected to the position at a later date. These By-Laws are subject to the provisions of the New Jersey Nonprofit Corporation Act ("the Act") and the Corporation's Certificate of Incorporation, as they may be amended from time to time. If any provision of these By-Laws is inconsistent with a provision of the Act or the Certificate of Incorporation, the provision of the Act or the Certificate of Incorporation shall govern to the extent of such inconsistency.

II. Members

2.1 Members. The corporation shall have members.

2.2 Qualifications for Membership. Members of the Montrose Park Historic District Association shall be residents of the Montrose Park district of South Orange, New Jersey, who have met the conditions of membership by paying such dues as the Board shall establish.

2.3 Non-Resident Members. The Board may establish a class of membership for interested persons who are not residents of Montrose Park. Such membership shall not carry voting privileges.

2.4 Other Grades of Membership. The Board may establish other appropriate grades of membership and qualifications for these grades of membership such as, but not limited to, Honorary Member or Corporate Member. Such membership may carry voting privileges if so bestowed by action of the Board.

2.5 Voting by Members. Each voting membership category has one vote, regardless of the composition of that membership, i.e. size of household. Additional memberships made be made available by action of the Board of Trustees.

III. Board of Trustees

3.1 Board of Trustees. A Board of Trustees consisting of no fewer than five members and no more than 13 members shall manage the affairs of the Corporation.

3.2 Increase in the number of Trustees. By a vote of two-thirds (2/3rds) of its then current trustees, the Corporation may at any time increase the size of the Board, provided that the Board shall not have more than thirteen trustees.

3.3 Powers. The Board of Trustees 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 officers or trustees.

3.4 Nominating Committee. The president shall, with the advice and consent of the Board, appoint a nominating committee that shall include one or more trustees and at least an equal number of members who are not trustees. The nominating committee shall recommend the names of persons to be submitted to the members for election as trustees.

3.5 Election of Trustees. Trustees shall be elected by the voting members at the Corporation's Annual Meeting, either in person or by ballot prior to the meeting. Trustees are elected from a slate presented by the Nominating Committee by a majority of those voting. . The term of office for each trustee shall be three years beginning at the close of the Annual Meeting. There shall be a staggered schedule, set by the Board of Trustees, where approximately one third (1/3) of the trustees’ terms expire annually at the close of the Annual Meeting. Nothing herein shall be construed to prevent a trustee from succeeding himself/herself in office for additional terms.

3.6 Annual Meeting of Members. The Annual Meeting of Members for the election of trustees and such other business as may come before the meeting shall be. determined by the Board of Trustees upon not less than ten nor more than sixty days' written notice of the time, place and purposes of the meeting; or at such other time and place as shall be specified in the notice of meeting. An annual meeting of the Board shall be held in conjunction with the Annual Meeting of Members to elect officers and to take such other action as shall come before the meeting. The Board may provide for additional regular meetings of the members and the Board of Trustees

3.7 Special Meetings of the Members and the Board. Special meetings of the members and the Board for any purpose or purposes may be called at any time by the president or by any three of the trustees. Such meetings of the members shall be held upon not less than 10 or more than 60 days written notice. Such meetings of the trustees shall be held upon not less than two days' notification of any kind. . Such notice shall specify the time and place of the meeting.

3.8 Regular meetings of the Board of Trustees. The Board of Trustees shall hold regular meetings at least six times per year at the Corporation's principal office or at such other place as may be acceptable to a majority of the members of the Board. At each such meeting, the Board shall determine the date, time and place of the next regular meeting. The Corporation's Secretary shall notify any trustee not present at that meeting of the date, time and place of the next regular meeting by sending written notice to each such trustee at least 30 days in advance of the date therein designated for that meeting.

3.9 Special meetings of the Board. The President of the Corporation or any two trustees may call a special meeting of the Board at any time for any purpose. Such meeting shall be held upon five days' notice if given electronically or verbal notice, or upon 10 days notice if given by other means. Such notice shall specify the time and date of the meeting. All special meetings shall be held at a mutually agreed upon location.

3.10 Waivers of notice. 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 of Trustees need be specified in the notice or waiver of notice of such meeting.

3.11 Meeting by Other Means. The Board or a committee of the Board may participate in a meeting of the Board or such committee, by means of a telephone conference call or any other means of communication by which all persons participating in the meeting are able to communicate.

3.12 Quorum. A majority of the trustees shall constitute a quorum thereof 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 thereof (except that the act of a majority of the entire membership shall be required with respect to any amendment to these by-laws or the Certificate of Incorporation).

3.13 Voting. Each member of the Board of Trustees shall have one vote on all matters, which come before the Board. All matters requiring a vote of the Board shall be decided by a majority vote of trustees voting thereon.

3.14 Removal of Trustees. Trustees may be removed by a two thirds (2/3) vote of the Member at a special meeting called for that purpose.

3.15 Vacancies. Vacancies on the Board of Trustees occurring between Annual Meetings may be filled by a 2/3 vote of the Board of Trustees in attendance at a meeting. The trustee so appointed shall serve until the next following Annual Meeting of the membership and shall be eligible for election for continued service.

IV. Officers

4.1 Officers. In conjunction with the Annual Meeting, the Trustees shall elect a president, two vice presidents, a treasurer, a secretary, and such other officers, as it shall deem necessary. The same person may hold any two or more offices, but no officer shall execute, acknowledge, or verify any instrument in more than one capacity if such instrument is required by law or by these by-laws to be executed, acknowledged or verified by two or more officers. The Board, by resolution adopted by a majority of the entire Board, may remove any officers, with or without cause. The Board shall determine the duties and authority of the officers from time to time. Subject to such determination, the officers shall have the following duties or authority:
(a) President. The president shall be chief executive officer of the Corporation, shall have general charge and supervision over and responsibility for the affairs of the Corporation, and shall preside at all meetings of the members and the Board. Unless otherwise directed, all other officers shall be subject to the authority and the supervision of the president. The 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, either generally or specifically, by the Board. The president shall have the general powers and duties of management usually vested in the office of chief executive officer of a Corporation. The president may delegate from time to time to any other officer, any or all duties and authority.
(b) Vice President (s). The vice president or vice presidents shall have such duties and possess such authority as may be delegated by the president.
(c) Treasurer. The treasurer shall have the custody of the funds and securities of the Corporation and shall keep or cause to be kept regular books of account for the corporation. The treasurer shall perform such other duties and possess such other powers as are incident to the office or as shall be assigned by the president.
(d) Secretary. The secretary shall cause notices of all meetings to be served as prescribed in these by-laws and shall keep or cause to be kept the minutes of all meetings of the Board. The secretary shall perform such other duties and possess such other powers as are incident to the office or as shall be assigned by the president.

4.2 Executive Committee. The officers of the Board of Trustees shall constitute the Executive Committee, which shall have the power to act on behalf of the Board when the Board is not in session. All acts of the Executive Committee shall be ratified at the next meeting of the Board of Trustees.

V. Committees

5.1 Committees of the Board. The Board, by resolution approved by a majority of the entire Board, may appoint from among the trustees one or more committees, (other that the nominating committee provided for in Section 3.5) of one or more members (which may include persons who are not trustees, provided that at least one member of each committee shall be a trustee and that any act of any committee which has members which are not trustees shall be advisory, shall not bind the Board or Corporation and shall be subject to Board approval) each of which, to the extent provided in the resolution, shall have and may exercise the authority of the Board, except that no such committee shall
(a) Make, alter, or repeal any by-law of the Corporation;
(b) Elect or appoint any officer or trustee, or remove any officer or trustee;
(c) Submit to members any action that requires the approval of members; or
(d) Amend or repeal any resolution previously adopted by the Board.

5.2 Chairpersons. Each committee shall appoint from among its members a chairperson unless the resolution of the Board establishing such committee designates the chairperson, in which case, in the event of a vacancy in the chairperson, the Board shall fill the vacancy.

5.3 Vacancies and Terminations. The Board, by resolution adopted by a majority of the entire Board, may:
(a) Fill any vacancy in a committee;
(b) Appoint one or more persons to serve as alternate members of any committee, to act in absence of disability of members of any committee with all the powers of such absent or disabled members of a committee;
(c) Remove any members of any committee at any time, with or without cause; and
(d) Abolish any committee at its pleasure.

5.4 Quorum. A majority of each 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 the committee.

5.5 Minutes. Actions taken at a meeting of any committee shall be kept in a record of its proceedings which shall be reported to the Board at its 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 meeting, be made to the Board at its second meeting following the committee meeting.

VI. Force and Amendment of By-laws
6.1 Force and Effect of By-Laws. These By-Laws are subject to the provisions of the New Jersey Nonprofit Corporation Act (the "Act") and the Certificate of Incorporation as they may be amended from time to time. If any provision in these by-laws is inconsistent with a provision of the Act or the Certificate of Incorporation, the provision of the Act or the Certificate of Incorporation shall govern to the extent of such inconsistency.

6.2 Amendment to By-Laws. These By-Laws may be altered, amended or repealed by the members of the Corporation. The members may prescribe in a By-Laws that any by-law made by them shall not be altered or repealed by the Board. Written notice of any such By-Laws change to be voted upon by the members shall be given not less than 10 days prior to the meeting at which such change shall be proposed.

VII. Fiscal Year

7.1 Fiscal Year. The fiscal year of the corporation shall be the calendar year.

VIII. Conflict of Interest

8.1 Conflict of Interest. No contract or other transaction between the Corporation and one or more of its trustees or officers, or between the Corporation and any other corporation, firm, association or other entity in which one or more of its trustees or officers are directors or officers, or have a substantial financial interest, shall be approved by a vote of the Board or any committee thereof if such trustee or trustees or officer or officers (hereinafter "interested trustee or trustees") are present at the meeting of the Board, or of a committee thereof, which authorizes such contract or transaction, or his or her votes are counted for such purpose, unless:
(a) The material facts as to such trustee's or officer's interest in such contract or transaction and as to any such common directorship, officership or financial interest are disclosed in good faith or are known to the Board or committee, and the Board or committee authorizes such contract or transaction by unanimous consent, provided at least one trustee so consenting is disinterested, or by a majority vote without the vote or votes of such interested trustee or officer even though the disinterested trustees are less than a quorum; or
(b) The material facts as to such trustee's or officer's interest in such contract or transaction and as to such common directorship, officership, or financial interest are disclosed in good faith and are known to the members entitled to vote thereon, if any, and such contract or transaction is authorized by a majority vote of such members.

IX. Additional Provisions

9.1 Dissolution. Upon dissolution, after payment of all debts, no part of the Corporation's remaining assets may be distributed to any trustee, member or officer of the corporation, but shall be distributed as the By-Laws may direct in accordance with law, provided, however, that the distribution must be to another organization exempt under the provisions of Section 501(c)(3) of the United States Internal Revenue Code or to the United States, or a State or local government for a public purpose.

9.2 Compensation. Neither trustees nor officers shall receive any fee, salary or remuneration of any kind for their services in such capacities, provided, however, that trustees or officers may be reimbursed for reasonable expenses incurred with approval of the Board upon presentation of vouchers.