TABLE OF CONTENTS
PREAMBLE
MISSION STATEMENT AND STATEMENT OF VALUES
ARTICLE I. ASSOCIATION OFFICES AND JURISDICTION
SECTION A. ASSOCIATION OFFICES
SECTION B. JURISDICTION
ARTICLE II. ASSOCIATION PURPOSES
SECTION A. GENERAL PURPOSES
SECTION B. WAIVER OR REDUCTION OF FEES
SECTION C. POWERS AND LIMITATIONS
ARTICLE III. MEMBERSHIP
SECTION A. MEMBERS
SECTION B. GENERAL POWERS
SECTION C. QUALIFICATIONS FOR GENERAL MEMBERSHIP
SECTION D. CATEGORIES OF MEMBERSHIP
SECTION E. TRANSFER OF MEMBERSHIP
SECTION F. MEMBERSHIP CERTIFICATES
SECTION G. SUSPENSION/EXPLUSION
SECTION H. BENEFITS/SERVICES
ARTICLE IV. BOARD OF DIRECTORS
SECTION A. GENERAL POWERS
SECTION B. QUALIFICATIONS
SECTION C. NUMBER AND TENURE
SECTION D. REMOVAL AND RESIGNATION
SECTION E. VACANCIES
SECTION F. COMPENSATION
SECTION G. ULAA REPRESENTATIVES
ARTICLE V. MEETINGS OF THE ASSOCIATION
SECTION A. REGULAR GENERAL ASSEMBLY MEETINGS
SECTION B. SPECIAL GENERAL ASSEMBLY MEETINGS
SECTION C. ANNUAL BOARD MEETINGS
SECTION D. REGULAR BOARD MEETINGS
SECTION E. SPECIAL BOARD MEETINGS
SECTION F. NOTICES
SECTION G. QUORUM
SECTION H. CONFLICT OF INTEREST
SECTION J. MANNER OF ACTING
SECTION J. TELEPHONE AND WEB-BASED MEETINGS
SECTION K. INFORMAL ACTION BY DIRECTORS
ARTICLE VI. COMMITTEES
SECTION A. STANDING AND SPECIAL COMMITTEES OF THE BOARD
SECTION B. EXECUTIVE COMMITTEE
SECTION C. SPECIAL COMMITTEES
SECTION D. COMMITTEE MEETINGS
SECTION E. RESIGNATION AND REMOVAL
SECTION F. QUORUM
SECTION G. RULES
SECTION H. LIMITATIONS ON COMMITTEE AUTHORITY
ARTICLE VII.
SECTION A. OFFICERS/ THE ADMINISTRATION
SECTION B. EXECUTIVE DIRECTOR/PRESIDENT
SECTION C. VICE PRESIDENT
SECTION D. SECRETARY
SECTION E. TREASURER
SECTION F. ASSISTANT TREASURER, SECRETARY
SECTION G. DELEGATION OF AUTHORITY
SECTION H. THE CHAPLAIN; PARLIAMENTARIAN
SECTION I. ELECTION AND TERM OF OFFICE [may become a stand-alone SECTION]
SECTION J. APPOINTMENT AND TERM OF OFFICE
SECTION K. RESIGNATION AND REMOVAL
ARTICLE VIII. FINANCIAL AND MANAGEMENT POLICIES
SECTION A. FISCAL YEAR
SECTION B. SALE OF ASSETS
SECTION C. CONTRACTS AND LOANS
SECTION D. CHECKS, DRAFTS AND OTHER NEGOTIABLE INSTRUMENTS
SECTION E. DEPOSITS
SECTION F. GIFTS
SECTION G. BIENNIAL AUDIT
ARTICLE IX. INDEMNIFICATION OF DIRECTORS AND OFFICERS, EMPLOYEES AND AGENTS
SECTION A. INDEMNIFICATION IN ACTIONS OTHER THAN BY OR IN THE RIGHT OF THE ASSOCIATION.
SECTION B. INDEMNIFICATION IN ACTIONS BY OR IN THE RIGHT OF THE ASSOCIATION.
SECTION C. RIGHT TO PAYMENT OF EXPENSES
SECTION D. DETERMINATION OF CONDUCT
SECTION E. PAYMENT OF EXPENSES IN ADVANCE
SECTION F. INDEMNIFICATION NOT EXCLUSIVE
SECTION G. INSURANCE
SECTION H. REFERENCES TO ASSOCIATION
SECTION I. OTHER REFERENCES
SECTION J. STATE LAW AND SEVERABILITY
ARTICLE X: WHISTLEBLOWER POLICY
SECTION A. APPLICATION
SECTION B. REPORTING CREDIBLE INFORMATION
SECTION C. INVESTIGATING INFORMATION
SECTION D. CONFIDENTIALITY
SECTION E. PROTECTION FROM RETALIATION.
SECTION F. DISSEMINATION AND IMPLEMENTATION OF POLICY.
ARTICLE XI. MISCELLANEOUS
SECTION A. WAIVER OF NOTICE OF MEETINGS
SECTION B. AMENDMENTS [Requested change to majority]
SECTION C. CONCILIATION OF DISPUTES
SECTION D. SEAL
SECTION E. BOOKS AND RECORDS
PREAMBLE
We, the people of Liberian descent, our offspring, and friends of Liberia residing in the northern region of the State of New Jersey in the United States of America:
Recognizing our individual and collective appreciation to the Almighty God for our existence; and
Cognizant of the many vexing problems of our past and present challenges facing Liberia, from independence to the civil war, we remain one people despite our differences of opinion and faith, history and tradition, or ethnic and class background; and
Realizing the need to foster friendship and cooperation among ourselves, toward lasting peace and national unity, and to be increasingly aware and engage in activities promotive of our culture and history within the American democratic experiment and development within our community and at [home] and;
Committed to fostering the social and economic development of Liberians, offspring, and friends in North Jersey, United States of America, and Liberians at home and elsewhere, in general:
Do hereby resolve to organize and unite ourselves into a nonprofit community association, known as the Liberian Community Association of North Jersey, Inc. (“LCANJ”, alternatively the “Association”) which is a non-exclusive multicultural organization, open to all people of all races and background who are interested in the culture and affairs of Liberians, their family and friends, and to affiliate itself as a member chapter of the national organization, the Union of Liberian Associations in the Americas (“ULAA”), which is committed to the socioeconomic and spiritual development of the Liberian diaspora and to the advocacy of humanitarian causes and economic development of Liberia;
And, by so doing, establish and proclaim these By-laws (which shall be the rules and regulations that govern the daily functions of the organization) as the legal instrument for the democratic governance in carrying out the mission of the Association.
MISSION STATEMENT AND STATEMENT OF VALUES
The Association is a non-exclusive multicultural organization, open to all people of all races and background who are interested in the culture and affairs of Liberians, their family and friends. The values of the Association are love, commitment, empathy, progress, unity, integrity, and leadership accountability. The Association shall adopt and uphold democratic principles for good governance, effective and efficient management and sound policymaking and program implementation. The Association shall encourage dialogue and activities promotive of peace, reconciliation, unity and democracy amongst Liberians and their friends and family everywhere. The Association shall promote Liberian culture and other aspects of its national history and traditions that contribute to social progress within the context of American cultural diversity. The Association shall develop ways and means including especially fundraisers, to mobilize and provide resources for the social and economic development, including acquiring or building a community center for its members, Liberians elsewhere, and the general public.
ARTICLE I. ASSOCIATION OFFICES AND JURISDICTION
SECTION A. ASSOCIATION OFFICES
The Association shall continuously maintain in the State of New Jersey a registered office and a registered agent whose office is identical with such registered office. The Association may have other offices within North Jersey and need not be identical with the principal office in the State of New Jersey. The address of the registered office and registered agent may be changed from time to time by the Board of Directors (the “Board”) in accordance with the provisions of Article IV.
The physical and mailing addresses shall be published by the Board of Directors. The General Secretary and the Chairman of the Board shall maintain the keys to these addresses. The letterhead and other mailings shall bear the specific addresses of the Association.
SECTION B. JURISDICTION
The operational jurisdiction of the Association shall cover 11 of the 21 counties of the State of New Jersey as follows: Sussex, Warren, Hunterdon, Somerset, Morris, Passaic, Bergen, Essex, Hudson, Union, and Middlesex. It shall not cover the remaining 10 counties designated as South Jersey: Mercer, Monmouth, Ocean, Camden, Burlington, Atlantic, Gloucester, Salem, Cumberland, and Cape May. The Association shall be in regional alliance with the Liberian Community Association of South Jersey. However, both associations shall operate as two separate and distinct entities.
ARTICLE II. ASSOCIATION PURPOSES
SECTION A. GENERAL PURPOSES
The Association is organized and operated exclusively for charitable purposes as a nonprofit corporation under the provisions of Title 15A of the New Jersey Nonprofit Association Act, and in accordance with Section 501(c)(3) of the Internal Revenue (IRS) Code of 1986 (or the corresponding provision of any future United State Internal Revenue law and referred to below as the "Code"). More specifically the Association is committed to the welfare of its members and will bring awareness to and promote Liberian cultural heritage, solicit donations, and conduct fundraising activities in order to provide charitable services for the benefit of its members and the public at large, and for the development of the Liberian community, including especially a community center.
SECTION B. WAIVER OR REDUCTION OF FEES
The Association, being organized exclusively for charitable purposes under the provisions of Title 15A of the New Jersey Nonprofit Association Act, and under Section 501(c)(3) of the IRS Code, shall strive to make its charitable services and products available to the appropriate general public without undue obstacles to access. It is the general policy of the Association that any fees or charges associated with the charitable services or products of the Association shall be waived or reduced in accordance with each recipient's ability to pay. The administrative staff shall have the necessary discretion to make such waivers or reductions when appropriate to ensure the maximum distribution of the Association’s charitable services or products.
SECTION C. POWERS AND LIMITATIONS
1. The Association, being organized exclusively for charitable purposes (as a hybrid board member-driven organization with a board of directors that is not self-perpetuating, but as its policymaking and governing body), may make distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the IRS Code.
2. No part of the net earnings of the Association shall inure to the benefit of, or be distributable to its Directors, officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Section A above.
3. No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
4. Notwithstanding any other provision of these articles, the Association shall not carry on any other activities not permitted to be carried on (1) by a Association exempt from federal income tax under section 501 (c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) or (2) by a Association, contributions to which are deductible under Section 170 (c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).
5. Upon dissolution of the Association, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Association, dispose of all of the assets of the Association to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 50l(c)(3) of the Internal Revenue Code of 1986 (or corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the appropriate court of law of the county in which the principal office of the Association 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 exempt purposes.
ARTICLE III. MEMBERSHIP
SECTION A. MEMBERS
The Association is a non-exclusive multicultural organization, open to all people of all races and background who are interested in the culture and affairs of Liberians and their family and friends. The Members shall be those who have chosen to affiliate with the Association and its values, and who meet all qualifications as described in Section C below.
Eligibility for membership in the Association shall not be determined based on race, religion, gender, sexual orientation, age, income, or class.
SECTION B. GENERAL POWERS
The General Membership of the Association (“The Assembly”) shall be its highest structure or organ responsible for overall decision-making for the past, present and future good of the Association. The Assembly shall comprise of all registered members in good standing with the Association. The Assembly shall elect the members of the Board.
SECTION C. QUALIFICATIONS FOR GENERAL/REGULAR MEMBERSHIP
A member is entitled to all rights and privileges and subject to all obligations which membership in the Association confers or implies. Without limiting such rights and obligations, such rights shall include eligibility to seek, if otherwise qualified, any office in this Association and the right to vote on all matters requiring a vote of the membership; and such obligations shall include regular attendance at meetings, prompt payment of dues, participation in club activities and conduct reflecting a favorable image of this Association in the community.
Each member must:
(1) subscribe to the tenets in the MISSION STATEMENT AND STATEMENT OF VALUES as stated above;
(2) be a “Member in Good Standing”, defined herein as a member who:
has paid annual membership dues; and is current with monthly dues; and attends at least four (4) Assembly meetings within one calendar year. A MEMBER IS NOT IN GOOD STANDING IF HE/SHE:
(a) does not both pay annual membership dues and attend at least four (4) Assembly meetings within one calendar year; such a member shall be considered as having withdrawn from membership in the Association. Such member may be reinstated after notification to Board and payment in full of any outstanding dues;
(b) is SIX MONTHS in arrears in the payment of monthly dues shall have their membership in the Association suspended, after notice communicated by the Board or other authorized officer by any medium provided for herein for the communication of notices, as to both their voting privileges and their right to receive Association benefits. Such member may neither attend Association meetings, nor take part in Association activities. Such membership will remain suspended until such time as the member pays in full any outstanding membership dues, except in the case of natural disasters; or
(c) is THREE MONTHS in arrears in the payment of monthly dues shall be considered delinquent. Such member may attend Association meetings and take part in Association activities but cannot vote on any matters requiring a vote until such time as the member pays in full any outstanding membership dues. After suspension, pays dues, and attends at least two meetings before he or she can vote.
(3) be at least 18 years of age and 21 years to be eligible to vote in Association elections;
(4) has a valid New Jersey driver’s license or New Jersey State photo identification.
(5) faithfully pursue the charitable objectives of the Association;
(6) agree to take such actions as are necessary to support a group exemption under the Internal Revenue Code for the Association.
SECTION D. ADDITIONAL CATEGORIES OF MEMBERSHIP
(1) Member-at-Large: A member of the Association who has moved from the
community, is unable regularly to attend meetings because of health or other legitimate reason, but desires to retain membership and upon whom the Board desires to confer this status. A Member-at-Large may attend meetings but shall not be entitled to any privileges of active membership, including but not limited, holding office or voting in any Association elections, but shall pay such dues as the Association may levy.
(2) Honorary Member: An individual, not previously a member of the Association, who has performed outstanding service for the community or the Association and upon whom the Board desires to confer special distinction. An Honorary Member may attend meetings, but shall not be entitled to any privileges of active membership, including but not limited to, holding office or voting in any Association elections, but may be required to pay such dues as the Association may levy.
(3) Privileged Member: A member of the Association for fifteen or more years, and who, because of illness, infirmity, advanced age or other reason, is unable regularly to attend meetings and desires to retain membership and upon whom the Board of Directors desires to confer this status. A Privileged Member may attend meetings, but shall neither be entitled to any privileges of active membership, including but not limited to, holding office or voting in any Association elections, nor be required to pay any Association dues.
SECTION E. TRANSFER OF MEMBERSHIP
Membership in this Association is not transferable or assignable.
SECTION F. MEMBERSHIP CERTIFICATES
No membership certificates shall be issued or required.
SECTION G. SUSPENSION/ EXPULSION
The Association shall reserve the right to suspend or expel any Board member as well as suspend, expel or remove from office any of its officers for the commission of wrong doings detrimental to the Association and the Board shall reserve the right to suspend, expel or remove any Executive Committee member from office any of its officers for the commission of wrong doings detrimental to the Association.because they serve at the will and pleasure of the Board.. The Association shall determine those actions detrimental to the Association and pass rules, regulations, and procedures for the normal and legal disposal or settlement of any wrong doing(s). An accused member shall have the right to due process, including but not limited to, legal counsel, a proper hearing, and fair appeal with the Association. For the commission of acts against the Association which are beyond the Association’s jurisprudence [or which cannot be resolved amicably], such matters may shall be turned over to the appropriate law enforcement agencies for investigation and possible prosecution before a court of competent jurisdiction. An example of wrong doing shall include Driving While Intoxicated (DWI), Domestic Violence, Drug Possession/Distribution, embezzlement of the Association’s funds, etc.
SECTION H. BENEFITS/SERVICES (Existing Constitution Chapter IV, Article 19, page 6, Article 98, page 20)
It is a primary aim of the Association to provide support for its members in times of need and at special events and occasions, including death of a member or family member (husband, wife, child, mother or father), weddings of a member of the organization, baby showers, christenings etc.
The Association shall have the sole prerogative of determining those services, benefits and privileges to be enjoyed by its members in good standing. The Association shall also have the right to deny its services, benefits and privileges to non-members and members not in good standing, including those who are considered to have withdrawn from membership or have been suspended. Such denial (s) shall not be the subject of lawsuit, grievance, and hearing or appeal unless the Association acts wrongfully in such manner that is in contravention to the laws of the State of New Jersey and/ or the United States.
In order to finance the provision of such direct benefits and support, each member shall be assessed an annual registration fee and montly dues as approved by the Board and through pledges and contributions to the Welfare Committee as listed below which may apply in the following instances:
Death of a member: (a) a contribution of a determined amount per member to be determined by the Board
Death of a family member: a contribution of a determined amount per family member to be determined by the Board and voluntary contributions from members toward funeral expenses.
Illness: A contribution to be determined by the Board.
Weddings: contributions shall be made voluntarily by members.
Recognition of the youth: mentorship, cultural activities and homework help
Personal Development: senior daycare, literacy, financial literacy, leadership training, seminars on education, health, immigration, etc.
ARTICLE IV. BOARD OF DIRECTORS
SECTION A. GENERAL POWERS
The Assembly shall elect a Board as its second structural decision-making body responsible for implementing and constituting all decisions made by the Assembly for the proper governance of the Association, and to the maximum benefits of its members. In consultations with the Assembly, and upon the recommendation of the Administration, the Board shall make policy decisions and issue directives for the implementation of program activities for the good of the Association. The governance, business administration and oversight, and all legal matters of the Association shall be managed by the Board. The Board shall be responsible for overseeing how the Association carries out its mission and vision. The Board shall elect the officers of the Association, and shall be responsible for making key decisions about budget, programs, as well as reviewing the performance of the officers, including the President /(CEO) /Executive Director of the Association. The Board shall at all times have discretion and control over the manner, timing, and beneficiaries of disbursements used for charitable purposes.
SECTION B. QUALIFICATIONS
Each member of the Board of Directors shall meet at least the First Four of the following qualification criteria:
1. Willing to serve as volunteer;
2. Must be deeply committed to the cause, mission and vision of the Association;
3. Must be a person of integrity and be willing to submit to background checks;
4. Possess a proven educational and professional track record in his/her area of expertise;
5. Must have interpersonal skills to advocate and communicate the mission of LCANJ to donors;
6. Must have an Outreach background to network with donors and other nonprofits;
7. A legal counsel shall be a practicing attorney who understands areas of law that affect the Association;
8. An accredited accountant who is familiar with financial laws and regulations that impact the Association;
9. Must be a respected leader (a religious leader, partner in law firms, politician, entrepreneur, public speaker, and other in similar roles) who has the capacity of broadening the reach of the Association.
SECTION C. NUMBER AND TENURE
The Board shall be comprised of a minimum of five individuals elected by the Assembly for one four-year term; however, two (2) years must pass after the end of their term before a former director may run for re-election. The number of Directors may vary from time to time up to eleven (11) by resolution of the Board without amendment of these Bylaws, but in no case shall the number be less than three. The number of Board members shall be an odd number (5, 7, 9 11, etc.). [If an Executive Director or President &CEO is appointed or employed as the chief executive officer of the Association, he/she shall be an ex officio non-voting director of the Board and shall be considered for purposes of notice and quorum but shall not be appointed for a term of office.] If the Board amends these bylaws to decrease the number of directors, those incumbent directors then in office shall serve to the end of their terms, and the position they then occupy shall be eliminated. Each elected member of the Board shall hold office for a period of four (4) years, or until the first of the following shall occur: (a) his or her successor shall have been duly elected and shall have qualified; (b) his or her death; (c) he or she shall resign in writing; or (d) he or she shall have been removed in the manner hereinafter provided.
A director may run for re-election not less than two (2) years after his/her most recent term shall have expired.
SECTION D. REMOVAL AND RESIGNATION
Board members shall serve at the will and pleasure of the Assembly and they may be suspended or removed from office by the Assembly for acts that are in violation of these Bylaws or that are detrimental to the smooth operations of the Association.
A Director may resign at any time by giving written notice to the President or Secretary of the Association. Resignations shall take effect on the date of receipt except that, if resignation is contingent upon acceptance by the Board, then it shall take effect upon the removal of that contingency. If a resignation results in fewer than three directors, the vacated director position(s) shall be filled at a special meeting of the Assembly called solely for that purpose
SECTION E. VACANCIES
Any vacancy occurring on the Board, and any director position to be filled by reason of an increase in the number of directors, shall be filled at a special meeting of the Assembly called solely for that purpose as soon as is practical after the vacancy occurs. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office, after which he or she shall contend in an election to be elected by the Assembly.
SECTION F. COMPENSATION
Directors shall not receive compensation for their services as directors. However, by resolution of the Board, expenses of attendance and such others expenses as may have been legitimately incurred on behalf of the Association, if any, may be reimbursed for each regular or special meeting of the Board, provided that nothing herein contained shall be construed to preclude any directors from serving the Association in any other capacity and receiving reasonable compensation thereof.
SECTION G. ULAA REPRESENTATIVES
The President of the Association shall coordinate the activities of the general membership or Assembly and the Board. Two representatives, elected by the Board [to each serve for a period of two(2) years], shall represent the Association on the ULAA Board of Directors and shall be formally accredited as official representatives of the Association to the National Board of Directors of ULAA.
The two ULAA Representatives shall articulate the official decisions, views and issues of the Association at ULAA Board meetings. They shall not serve to promote a viewpoint which does not have the official support of the Assembly. They shall report to the Administration, Board, and Assembly on ULAA’s activities.
The two ULAA Representatives shall serve as liaison officers of the Association to help develop or strengthen relations between the Association and ULAA and other sister member state chapters outside its jurisdiction of North Jersey.
ARTICLE V. MEETINGS OF THE ASSOCIATION
SECTION A. REGULAR GENERAL ASSEMBLY MEETINGS
The Association shall hold regular Assembly meetings every other month at a date, time and place as decided by the Administration at a previous meeting. Notices of the meeting shall be sent out by the Secretary at least (10) days prior to such meeting electronically through Public Service Announcements, Text Messaging, Email, Social Media.
Any combination of fifteen members, including officers, in good standing and present at a meeting of the Assembly, shall constitute a quorum. A simple majority vote shall determine the outcome of regular matters before the Assembly. Records of attendance and deliberations of the Assembly shall be read at all meetings and corrected, if necessary, to form part of the Archives of the Association.
Assembly meetings may be rotated at various locations in Northern New Jersey as may be deemed necessary in order to improve membership participation.
SECTION B. SPECIAL GENERAL ASSEMBLY MEETINGS
Special or emergency meetings of the Assembly may be called at any time, either at the call of the President, in consultation with the Board, at such place as may be designated by the President, or upon petition addressed to the Secretary of at least 15 members in good standing of the Association, in accordance with the notice provisions herein below.
SECTION C. ANNUAL BOARD MEETINGS
An Annual Meeting of the Board shall be held on the third Saturday of August each year, or at such other time and place as may be designated by the President in accordance with the notice provisions herein below, for the transaction of such business as may come before the meeting. [If the election of an executive director or CEO shall not be held on the day designated herein for any Annual Meeting, or at any adjournment thereof, the Board shall cause the appointment to be held at a special meeting as soon thereafter as conveniently may be.]
SECTION D. REGULAR BOARD MEETINGS
The Board shall hold its regular meetings on the third Saturday of March, May,and December at a date, time, and place to be decided at a previous Board meeting. The Board shall elect its own chairperson, vice chairperson and other offices. A simple majority of the directors then in office shall constitute a quorum, and a simple majority vote of those in attendance cast shall determine the outcome of all matters before the Board. All other laws, rules, regulations and procedures deemed necessary for the legal conduct of Board business shall be determined and passed into resolution by the Board.
SECTION E. SPECIAL BOARD MEETINGS
Special Meetings of the Board may be called by, or at the request of, the President or any two directors. The person or persons authorized to call Special Meetings of the Board may fix any place for holding any Special Meeting of the Board called by them. The business to be transacted at the Special Meeting, and the purpose of the Special Meeting shall be specified in the notice. No other business may be transacted at said Special Meeting.
SECTION F. NOTICES
Notice of any meeting of the Board shall be delivered not less than five (5) days nor more than sixty (60) days prior to the date of the scheduled meeting. Written notice shall be delivered to each director at his or her address (mobile phone, email address, and/or mailing address) as shown by the records of the Association. If mailed non-electronically, such notice shall be deemed to be delivered when deposited in the mail of the county of residence of the Director as appears in the records of the Association in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Notice of any Special Meeting of the Board may be waived in writing signed by the person or persons entitled to the notice either before or after the time of the meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting except where a Director attends a meeting for the expressed purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted, nor the purpose of any regular or special meeting of the Board, need be specified in the notice or waiver of such meeting, unless specifically required by law or by these bylaws.
SECTION G. QUORUM
A simple majority of the directors then in office shall constitute a quorum for the transaction of the business at any meeting of the Board provided, however, that if less than half of the Board are present at the said meeting, a majority of the Board then present may adjourn the meeting to another time without further notice.
SECTION H. CONFLICT OF INTEREST
1. Directors should scrupulously avoid transactions in which the director has a personal or material financial interest, or of which the director is an officer, director, or general partner. However, if a transaction is approved in accordance with this provision and is fair to the Association at the time it is authorized, approved or ratified, the fact that a director of the Association is directly or indirectly a party to the transaction is not grounds for invalidating the transaction.
2. In the event that a director or member of a director's immediate family has an actual or potential conflict of interest, including but not limited to proposed transactions directly or indirectly between the organization and a director, the director shall promptly disclose the material facts of such conflict or transaction in writing to the Board of Directors as a matter of record.
3. The director shall briefly state the nature of the conflict and answer pertinent questions of other directors when such director's knowledge of the subject will assist the Board or any of its committees. After such disclosure is made and the Board has had the opportunity to ask pertinent questions of such director, an affirmative vote of a majority of disinterested directors shall be required to carry the action. The presence of the interested director may not be counted for purposes of declaring a quorum, nor may that person vote on the matter.
4. Minutes of the meeting shall reflect that such disclosure was made, the matter was fully discussed, that a quorum (excluding the interested director) was present, and that such director abstained from voting on the issue.
SECTION I. MANNER OF ACTING
The act of majority of the directors present at a duly convened meeting shall be the act of the Association unless the act of a greater number is required by statute, these bylaws or the Articles of Incorporation. Those Association directors who are citizens of and reside in the United States shall have the final say as to any requests for funds from the members of the Association.
A simple majority present at Board meetings shall constitute a quorum, and a simple majority vote cast shall determine the outcome of all matters before the Board. All other laws, rules, regulations and procedures deemed necessary for the legal conduct of Board business shall be determined and passed into resolution by the Board.
SECTION J. TELEPHONE AND WEB-BASED MEETINGS
Any meeting of the directors may be conducted in simultaneous multiple locations if the various locations are effectively connected by telephonic conference call lines or the internet. In the event any meeting shall be so held, the results of any vote taken shall be reduced to writing and signed by all directors present regardless of their position taken in any particular vote. Directors or nondirector committee members may participate in and act at any meeting of such board or committee through the use of a conference telephone, or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.
SECTION K. INFORMAL ACTION BY DIRECTORS
Any action required by the New Jersey Nonprofit Association Law to be taken at a meeting of the Board, or any other action which may be taken at a meeting of the Board or a committee thereof, may be taken without a meeting in accordance with the provisions herein. A written consent to informal action shall (1) contain specific consent to acting without a formal meeting, (2) set forth the action agreed to and (3) bear the signature of the director(s) or committee member(s) entitled to vote on the subject matter thereof. Separate resolution forms for each director or committee member may be used for convenience. Signed consent forms shall be delivered to the Secretary to be filed in the Association records. The action so taken shall be effective when all directors or committee members entitled to vote, as the case may be, have filed their written and signed consent to the action unless the consent specifies a different effective date. A consent to informal action signed by all the directors or all the committee members, as the case may be, shall have the same effect as a unanimous vote and may be stated as such in any document filed with the Secretary of State. If any director or committee member is unwilling or unable to give written consent, the informal action will fail for lack of unanimity, and the President or any two directors may call a Special Meeting in accordance with these bylaws to address the issue.
ARTICLE VI. COMMITTEES
SECTION A. STANDING AND SPECIAL COMMITTEES OF THE BOARD
The Board shall have power to establish committees for the purpose of conducting certain business of the Association that is not otherwise delegated. Standing and special committees of the Board shall exercise the authority of the Board as provided by the New Jersey Nonprofit Association Law. Each committee of the Board shall have two or more directors with the exception of the Executive Committee, a majority of its membership shall be directors, and all committee members shall serve at the pleasure of the Board. Members of the committees may be any person deemed to be qualified by the Board who has actively demonstrated a willingness to work toward the goals of the Association. The term of office for committee members shall be one year beginning each year at the annual meeting of the Board unless otherwise specifically designated in the resolution electing the committee member. The President/Executive Director/ CEO shall be an ex-officio member of any committee of the Association.
The Board shall establish and maintain eight standing committees to assist the Administration and Board in the implementation of the Association’s programs, projects, activities and services. The following shall be the standing committees: Executive Committee/Administration], Ways & Means, Human & Social Services/WelfareCommittee, Public Affairs & Media, Sports & Cultural Affairs, American & Pan-African Affairs, Youth & Seniors Committee, and Auditing Committee.
Each standing committee of the Association shall have a chairperson, vice chairperson, and secretary as officers who shall be appointed by the President, with the advice and consent of the Board.
To ensure and assure the fullest or maximum participation and support of individual members, the Association shall encourage or request each member to become a member-volunteer on at least one standing committee. The exceptions shall be the Executive Committee, which shall be comprised of only certain officers of the Administration, and the Ways & Means Committee, which shall be comprised of only the appointed County Coordinators. (ELEVEN)
SECTION B. EXECUTIVE COMMITTEE
The Executive Committee shall be the standing committee responsible for overseeing governance of the Association in the interim between Board meetings.
The Executive Committee shall consist of the core officers of the Association. shall consist of a President (also known as Chief Executive Officer or Executive Director), one or more Vice Presidents, a Secretary, and a Treasurer, [such assistant secretaries or assistant treasurers as are deemed necessary by the Board to conduct its business], a Chaplain, two ULAA Representatives, and a Parliamentarian and shall be referred to collectively as the Administration
NOTE: FIVE OFFICERS ONLY[ the Executive Director/President/CEO and Vice President, Treasurer, and shall be the principal implementation arm of the Association. In the event an Executive Director or CEO is appointed as unpaid staff or hired as paid staff by the Board, he/she shall be an ex-officio non-voting member of the Board. By a majority vote of its members, the Board may at any time revoke or modify any or all of the Executive Committee authority so delegated, increase or decrease, but not below two (2), the number of members of the Executive Committee, and [fill vacancies on the Executive Committee from members of the Board] They can increase/decrease the number of members without the appointment process. The Executive Committee shall keep regular minutes of its proceedings, cause them to be filed with the Association records, and report the same to the Board at each Board meeting.
SECTION C. SPECIAL COMMITTEES
The Board may establish such additional special committees of the Board as it may deem necessary for the proper administration of the Association. The functions of such special committees shall be specifically enumerated by the Board at the time the committee is established. All functions not so enumerated are not to be exercised by any special committee. Special committees may be standing committees or may be time-limited or ad hoc committees.
[With the advice and consent of the Board, the President shall appoint a county coordinator for each of the eleven counties comprising the North Jersey region.]
The County Coordinators shall serve at the will and pleasure of the Board. They shall assist the Administration, as members of Membership Committee, with the recruitment and retention of old and new members, encourage the participation and support of county residents for Association activities, and provide Association services and/or distribute Association information to all within R their respective counties.
SECTION D. COMMITTEE MEETINGS
Meetings of any committee may be called by the Board, the President, the chairperson of the committee, or a majority of the committee's voting members. Notice of the time and place of any meeting of a committee shall be given at least three (3) days prior to the meeting.
SECTION E. RESIGNATION AND REMOVAL
Any member of a committee may resign at any time by giving written notice to the Secretary of the Association. Such resignation, which may or may not be made contingent on formal acceptance, shall take effect on the date of receipt or at any later time specified therein. Any member of a committee may be removed at any time by resolution adopted by a majority of the Board. Any member of a committee or agent may be removed by the Board whenever, in its judgment, the best interests of the Association shall be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Vacancies may be filled or new committees created at any meeting of the Board.
SECTION F. QUORUM
A simple majority of the members of any committee shall constitute a quorum for the transaction of the business at any committee meeting provided, however, that if less than half of the members are present at the said meeting, a majority of the members then present may adjourn the meeting to another time without further notice.
SECTION G. RULES
Each committee may adopt rules for its own governance not inconsistent with these bylaws or with rules adopted by the Board.
SECTION H. LIMITATIONS ON COMMITTEE AUTHORITY
Committees may not exercise authority on behalf of the Association with respect to any of the following functions:
1. Adopt a plan for the distribution of the assets of the Association, or for dissolution.
2. Fill vacancies on the Board or on any of its committees.
3. Appoint or remove any officer or director or member of any committee, or fix the compensation of any member of a committee.
4. Adopt, amend, or repeal the Bylaws or the Articles of Incorporation.
5. Adopt a plan or merger or adopt a plan of consolidation with another Association, or authorize the sale, lease, exchange or mortgage of all or substantially all of the property or assets of the Association.
6. Amend, alter, repeal or take action inconsistent with any resolution or action of the Board when the resolution or action of the Board provides by its terms that it shall not be amended, altered or repealed by action of a committee.
ARTICLE VII.
SECTION A. OFFICERS/ THE ADMINISTRATION
These core officers shall be [elected], and supervised by the Board. Other directors and agents may be appointed as are deemed necessary by the Board to conduct its business. Any two (2) or more offices may be held by the same person, except that the offices of President and Treasurer may not be held by the same person concurrently. Each officer shall serve for a term of two-years, and may serve an additional two-year term, immediately thereafter or after a period, but in no event shall he/she serve for more than a total of four (4) years. See Article VI, Sec. B, above.
SECTION B. EXECUTIVE DIRECTOR/PRESIDENT/CEO
An Executive Director, known also as President & CEO, may be a paid or unpaid staff employed by the Association to supervise and be principally responsible for its day-to-day administrative management. The Executive Director/President shall be supervised by and be subject to the control of the Board and shall work closely with the Board to ensure that all Association functions are adequately carried out. The Executive Director/President shall be an ex officio non-voting member of the Board.
The Executive Director /President/CEO of the Association shall be the head of the Administration and the chief spokesperson of the Association. He/she shall:
A. introduce to the Board, all officer candidates who shall be considered for election/appointment/confirmation by the Board;
B. serve as the presiding officer at Board, Assembly and Committee meetings;
C. present the Assembly’s decisions or discussions to the Board for action;
D. prepare, at the beginning of the fiscal year, an annual budget, an annual activity report of present and future programs and all fiscal reports for presentation before the Board and the Assembly. At the close of a fiscal year, he or she shall present an address of the State of the Community to the Assembly at a special function or called meeting;
E. submit a budget not to exceed the maximum limit set by the Board as seed money for the installation of the new administration.
F. supervise, monitor and report to the Board and Assembly on the work performance [and public conduct] of all elected and appointed officers of the Administration] when necessary;
G. represent or choose a proxy to represent the Association at external functions or meetings;
H. negotiate, or designate authority to negotiate, with public and private actors all contracts, agreements and understandings with the approval of the Board and the Assembly;
I. bear responsibility for selecting, employing, training, controlling and discharging all other employees of the Association;
J. sign, with the Secretary or any other officer of the Association authorized by the Board, such documents as are necessary or appropriate including, but not limited to, deeds, mortgages, bonds, contracts, or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these bylaws to some other officer or agent of the Association, or shall be required by law to be otherwise signed or executed; and
K. in general, discharge all duties incident to the office of President and such other duties as may be assigned to him or her by the Board from time to time.
Under the directives and supervision of the Board, the Treasurer and President shall be responsible for supervising the business affairs to ensure that funds are collected and obligations are paid out in a timely and advantageous fashion, and the safe and profitable investment of the Association’s funds for the public good, and not for private gain.
SECTION C. VICE PRESIDENT
The Vice President shall be the principal executive assistant to the President of the Association, assisting with the discharge of his or her official functions, duties, and responsibilities and shall serve as the second in command of the administrative structure of the Association. During the absence or disability or impeachment or removal of the President, the Vice President shall exercise all of the functions of the President. He or she shall have such powers and discharge such duties as may be assigned to him or her from time to time by the Board. He or she shall serve as an ex-officio member of all standing committees.
SECTION D. SECRETARY
The Secretary shall discharge all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board. The duties and responsibilities of the Secretary shall include (1) keeping of the minutes of the Board and Committee meetings in one or more books provided for that purpose, (2) seeing that all notices are duly given in accordance with the provisions of these bylaws or as required by law, (3) serving as custodian of the Association records, and (4) keeping at the principal office of the Association a register containing the name and post office address of each and any director.
The Secretary shall be the recorder and keeper of all minutes, proceedings, correspondence and other official papers of the Administration and Assembly. He or she shall keep track of documents prepared and received by the standing committees, including keeping and updating the membership of the Association.
The Secretary shall assist the President with the preparation of citation, writing of official correspondence and the release of circulation or distribution of Association documents to the appropriate parties.
SECTION E. TREASURER
The Treasurer shall at all times be a citizen and resident of the United States. The Treasurer shall discharge all duties incident to the office of Treasurer, and such other duties as may be assigned to him or her by the President or by the Board. The duties and responsibilities of the Treasurer shall include (1) monitoring the financial affairs of the Association, (2) keeping regular books of account, (3) rendering to the Board from time to time, as may be required by the Board, an account of the financial condition of the Association, and (4) preparing for and overseeing a biennial audit of the Association.
The Treasurer shall be the receiver, depositor and disburser of all funds belonging to the Association. He or she shall be the chief examiner of funds deposited in a federally insured financial institution approved by the Association. The Treasurer shall not be a member of the Audit Committee and shall supervise and monitor the mobilization and utilization of all resources. He or she shall act in the capacity of a business manager for the proper implementation of the Association’s program services and activities.
Under the directives and supervision of the Board, the Treasurer and President shall be responsible for the safe and profitable investment of the Association’s funds for the public good, and not for private gain.
SECTION F. FINANCIAL SECRETARY
The Treasurer and Financial Secretary shall perform such duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the President. If required, these officers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board shall determine.
SECTION G. DELEGATION OF AUTHORITY
In case of the absence of any officer of the Association, or for any other reason that it may deem sufficient, the Board may either delegate the powers or duties of such officer to any director or employee of the Association, for the time being, or may eliminate some or all of such powers or duties of such officer, provided a majority of the entire Board concurs therewith.
SECTION H. THE CHAPLAIN; PARLIAMENTARIAN
The Chaplain shall provide spiritual and moral motivation to the Assembly at all meetings and activities. He or she shall minister to the sick, bereaved and downtrodden members of the Association. The Chaplain shall not propagate one particular faith or any denomination to the membership as the Association does not have an official religious belief or official church of worship.
The Parliamentarian shall be elected during the first meeting of the Board of Directors.He or she shall have no affiliation to any political group or party. He or she shall have the responsibility to maintain order and decorum during Assembly meetings, and shall have the authority to remove or cause to remove any disruptive individual(s)/group(s) during Committee and Assembly meetings and or activities.
SECTION I. ELECTION AND TERM OF OFFICE [may become a stand-alone SECTION]
There shall be an Election Committee to be created as a standing committee by the Board of Directors at least thirty (30) days before any regular or special election of the members of the Board of Directors. The functions of the Election Committee include the following:
1. Adopt and promulgate rules and regulations that will ensure a free, clean, honest and orderly election, whether regular or special;
2. Pass upon qualification of candidates;
3. Rule on any question or protest regarding the conduct of the election subject to the procedure that may be promulgated by the Board of Directors; and
4. Proclaim duly elected officers.
The Election Committee shall be composed of a chairman and two members all of whom shall be appointed by the Board of Directors and are disqualified from running on any elective position.
The President shall nominate five members in good standing with the Association, except elected and appointed officers, to become members of the Election Committee of the Association. Before commencing their duties, the nominees shall be heard and confirmed by the Board.
The Elections Committee shall reserve the right to request all candidates to present relevant documents and pay the applicable fees for processing and certification as official candidates before their names are carried on the ballot. Such documentation and fees assessment shall include but not limited to the following: a) statement of purpose for candidacy, b) letter of intent to run for a specific office, c) biographical sketch or resume or curriculum vitae and d) the Board-approved assessed fees in money order or certified check payable to the Association.
The applicable fees for each candidate for election to the Board or as a member of the Administration shall be determined by the Board of Directors.
The Board shall pass a resolution to be known as the Elections Law of the Association. The Election Committee shall also develop and publish in public view all electoral guidelines or requirements for candidates and voters with schedules no less than thirty days before elections.
The work and conduct of the Elections Committee shall be monitored, supervised and approved by the Board. The Board, and not the Administration, shall appropriate funds for organizing and conducting community-wide elections. The Board shall approve the budget of the Election Committee. The Board, and not the Administration, shall hear appeals made against rulings by Commission on complaints or grievances filed before and after elections.
All complaints, grievances and other acts deemed unfair to holding democratic elections shall be filed with the Elections Commission by a member (s) or candidates (s) before or after elections. The Commission shall investigate, hear and issue its rulings only on a written suspicion (s) or charge (s) about election irregularities not more than twenty (24) hours before the election or twenty-four (24) after elections.
The timetable for elections, in an election year, shall not exceed a) the month of January for the establishment of an Elections Commission, b) the month of February for members to challenge the appointment of a commissioner for confirmation by the Board, c) the month of March for posting of electoral guidelines, posting names of candidates, and for members to challenge the name(s) of prospective candidate(s), d) the month of April to May for campaigning, e) the month of June for the holding of elections, and f) the month of July for induction of officers. The date, time and place of the elections shall be set by the Elections Commission, with the advice and consent of the Board.
The Elections Commission shall conduct elections and ballot-counting exercise in the presence of representatives of contestants officially designated by candidates in writing to the Commission before elections. The Commission shall also announce the results of elections, general or special, not more than twelve hours after the closing of polls.
The term of service of the Elections Commission shall be three years. There shall be a term limit of two consecutive terms (total of six years in office).
Only members of the Association in good standing, as defined in Article III, Section C, above, shall be eligible to vote in any Association elections. Candidates for the Board must be members of the Association in good standing for a period of at least one (1) year at the time of declaration of their candidacy to the Election Officer on the date of the election. Members in good standing shall vote every four years for the election of the members of the Board of Directors by a majority of those members present and eligible to vote at such meeting at such times and places as may be designated by the Election Committee.
In addition, all VOTERS must be: a) 18 years of age or older, and b) hold a valid New Jersey driver’s license or New Jersey State photo identification.
No proxy voting, absentee balloting or other forms of voting not requiring the physical presence of a member at elections shall be used or deemed permissible. New members must have registered with the Association six months prior to Election Day.
The general criteria for a candidate vying for an elected office are as follows: must be a) of Liberian descent, b) 21 years of age or older, and c) a Member in good standing with the Association for a period of at least one (1) year at the time of declaration of their candidacy to the Election Officer.
The duly elected members of the Board shall meet within one (1) week following their proclamation at which time the outgoing Board shall turn over all records and properties of the Association to the new Board.
Each elected member of the Board shall hold office until the first of the following to occur: until his or her successor shall have been duly elected and shall have qualified after the end of the four (4) year term; or until his or her death, or until he or she shall resign in writing; or until he or she shall have been removed in the manner hereinafter provided.
SECTION J. ELECTION AND TERM OF OFFICE
The officers of the Association shall be ELECTED by the Board as soon as practicable after the Annual Meeting of the Board. If the appointment of officers shall not be held at such meeting, such appointment shall be held as soon thereafter as conveniently may be. Each officer shall hold office for a period not to exceed two(2) two-year terms, which may be consecutive, or until the first of the following to occur: until his or her successor shall have been duly appointed and shall have qualified; or until his or her death, or until he or she shall resign in writing; or until he or she shall have been removed in the manner hereinafter provided.
If the ELECTION of said directors shall not be held at such meeting, such appointment shall be held as soon thereafter as conveniently may be. Each appointee shall hold office until the first of the following to occur: [until his or her successor shall have been duly appointed and shall have qualified; or until his or her death, or until he or she shall resign in writing; or until he or she shall have been removed by the Board. The BOARD shall elect two members in good standing to serve as representatives of the Association on ULAA’s Board of Directors for a term of two (2) years .
SECTION K. RESIGNATION AND REMOVAL
Any officer may resign at any time by giving written notice to the Secretary of the Association. Such resignation, which may or may not be made contingent on formal acceptance, shall take effect on the date of receipt or at any later time specified therein. Any officer may be removed at any time by resolution adopted by a majority of the Board. Any officer or agent may be removed by the Board whenever, in its judgment, the best interests of the Association shall be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election of an officer or agent shall not in itself create contract rights. Vacancies may be filled or new offices created at any meeting of the Board.
ARTICLE VIII. FINANCIAL AND MANAGEMENT POLICIES
SECTION A. FISCAL YEAR
The fiscal year of the Association shall be January 1, through December 31.
SECTION B. SALE OF ASSETS
A sale, lease, exchange, mortgage, pledge or other disposition of property or assets of the Association outside the normal course of business may be made by the Board upon such terms and conditions and for such considerations, which may consist in whole or in part of the money or property, real or personal, as may be authorized by the Board; provided, however, that a sale, lease, exchange or other disposition of all or substantially all the property and assets of the Association shall be authorized only upon receiving the vote of three-fourths of the directors in office.
SECTION C. CONTRACTS AND LOANS
The Board may authorize any officer or officers, agent or agents, to enter into any contracts or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances. No loans shall be contracted on behalf of the Association and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances. The President is authorized hereby to negotiate contracts for the purchase of goods or services in furtherance of the Association objectives up to $50,000 per item.
The Association shall have the right to raise funds by and through any legitimate means allowable under the statues of nonprofit Association laws at the state and federal levels. These may include, but not limited to, investments, social functions, voluntary donations or gifts and sales of goods, among others.
The Association may levy special taxes, other than membership dues and elections fees, on its members only upon the recommendation of the President, with the advice and consent of the Board, or the approval of a simple majority of members in good standing present and voting at a meeting of the Association.
SECTION D. CHECKS, DRAFTS AND OTHER NEGOTIABLE INSTRUMENTS
All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Association, shall be signed by such officer or officers, agent or agents of the Association and in such manner as shall from time to time be determined by resolution of the Board. Two signatures shall be required on all checks made out for payments in excess of $500.
The Association shall have three signatories on all of it Accounts. Three officers of the Association comprising the Chairperson of the Board, the President, and Treasurer shall be designated as the official signatories to these accounts. Only two signatures are required to disburse funds from these accounts. One of these signatures must always be that of the Chairperson of the Board. Any disbursement of funds in the amount of five hundred dollars or more must be approved by the Board.
SECTION E. DEPOSITS
All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board may select. All funds shall remain in the United States prior to their disbursement for charitable purposes.
SECTION F. GIFTS
The Board or the President may accept on behalf of the Association any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Association.
SECTION G. BIENNIAL AUDIT
The Association shall submit itself to a biennial audit by a certified public accountant [as required by law].
ARTICLE IX. INDEMNIFICATION OF DIRECTORS AND OFFICERS, EMPLOYEES AND AGENTS
SECTION A. INDEMNIFICATION IN ACTIONS OTHER THAN BY OR IN THE RIGHT OF THE ASSOCIATION.
The Association shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Association) by reason of the fact that he or she is or was a Director, officer, employee or agent of the Association, or who is or was serving at the request of the Association as a Director, officer, employee or agent of another Association, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Association, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the Association, or, with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful.
SECTION B. INDEMNIFICATION IN ACTIONS BY OR IN THE RIGHT OF THE ASSOCIATION.
The Association shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened pending or completed action or suit by or in the right of the Association to procure a judgment in its favor by reason of the fact that such person is or was a Director, officer, employee or agent of the Association, or is or was serving at the request of the Association as a Director, officer, employee or agent of another Association, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Association, provided that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Association, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.
SECTION C. RIGHT TO PAYMENT OF EXPENSES
To the extent that a director, officer, employee or agent of the Association has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in Sections (A) and (B) of this Article, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith, or as provided under the provisions of the New Jersey Nonprofit Association Law.
SECTION D. DETERMINATION OF CONDUCT
Any indemnification under Sections A and B of this Article (unless ordered by a court) shall be made by the Association only as authorized in the specific case, upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections A and B of this Article. Such determination shall be made by the Board by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding; or, if such a quorum is not obtainable, or, even if attainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion. No indemnification may be made to or on behalf of any director, officer, employee or agent if a judgment or other final adjudication adverse to the director or officer establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she is not legally entitled.
SECTION E. PAYMENT OF EXPENSES IN ADVANCE
Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Association in advance of the final disposition of such action, suit or proceeding as authorized by the Board in the specific case, upon receipt of an undertaking by or on behalf of the Director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the Association as authorized in this Article. All expenses so advanced shall be repaid in case the person receiving such advancement or allowance is ultimately found, under the procedure set forth in this Article, not to be entitled to indemnification or to the extent of indemnification so advanced.
SECTION F. INDEMNIFICATION NOT EXCLUSIVE
The indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any agreement, vote of disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such a person.
SECTION G. INSURANCE
Subject to approval by a majority of the Board, the Association shall [may] purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Association, or who is or was serving at the request of the Association as a Director, officer, employee or agent of another Association, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the Association would have the power to indemnify such person against
such liability under the provisions of this Article. No insurance under this provision may provide for any payment, other than cost of defense, to or on behalf of any director or officer if a judgment or other final adjudication adverse to the insured director or officer establishes that his or her acts of active and deliberate dishonesty were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.
SECTION H. REFERENCES TO ASSOCIATION
For purposes of this Article, references to "the Association" shall include, in addition to the surviving Association, any merging Association (including any Association having merged with a merging Association) absorbed in a merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such merging Association or is or was serving at the request of such merging Association as a director, officer, employee or agent of another Association, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article with respect to the resulting or surviving Association as such person would have with respect to such constituent Association if its separate existence had continued.
SECTION I. OTHER REFERENCES
For purposes of this Article, references to "other enterprises" shall include employee benefit plans; reference to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the Association" shall include any service as a Director, officer, employee or agent of the Association which imposes duties on or involves services by such Director, officer, employee or agent with respect to an employee benefit plan, its participants, or beneficiaries. A person who acted in good faith and in a manner he or she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Association " as referred to in this Article.
SECTION J. STATE LAW AND SEVERABILITY
The provisions of this Article shall be interpreted in accordance with the New Jersey Nonprofit Association Law, and any provisions that are inconsistent with state law shall be superseded by it. The invalidity or unenforceability of any provision in this Article shall not affect the validity or enforceability of the remaining provisions of this Article.
ARTICLE X: WHISTLEBLOWER POLICY
SECTION A. APPLICATION
This Whistleblower Protection Policy applies to all of the Association’s staff, whether full-time, part-time, or temporary employees, to all volunteers, to all who provide contract services, and to all officers and directors, each of whom shall be entitled to protection.
SECTION B. REPORTING CREDIBLE INFORMATION
A protected person shall be encouraged to report information relating to illegal practices or violations of policies of the Association (a “Violation”) that such person in good faith has reasonable cause to believe is credible. Information shall be reported to the [Insert title of person designated for this position] (the “Compliance Officer”), unless the report relates to the Compliance Officer, in which case the report shall be made to [Insert another person’s title, or the Board of Directors, or the Audit Committee or another appropriate committee of the Board of Directors] which shall be responsible to provide an alternative procedure.
Anyone reporting a Violation must act in good faith, and have reasonable grounds for believing that the information shared in the report indicates that a Violation has occurred.
SECTION C. INVESTIGATING INFORMATION
The Compliance Officer shall promptly investigate each such report and prepare a written report to the Board of Directors. In connection with such investigation all persons entitled to protection shall provide the Compliance Officer with credible information. All actions of the Compliance Officer in receiving and investigating the report and additional information shall endeavor to protect the confidentiality of all persons entitled to protection.
SECTION D. CONFIDENTIALITY
The Organization encourages anyone reporting a Violation to identify himself or herself when making a report in order to facilitate the investigation of the Violation. However, reports may be submitted anonymously by [select one or more of the following (or insert other procedure): [filling out a “Whistleblower Reporting Form” and depositing the form in a designated box] / [filling out a “Whistleblower Reporting Form” and mailing it to [insert appropriate recipient, such as the chair of the appropriate committee]] / [calling the anonymous hotline established by the Organization for this purpose]]. Reports of Violations or suspected Violations will be kept confidential to the extent possible, with the understanding that confidentiality may not be maintained where identification is required by law or in order to enable the Organization or law enforcement to conduct an adequate investigation.
SECTION E. PROTECTION FROM RETALIATION
No person entitled to protection shall be subjected to retaliation, intimidation, harassment, or other adverse action for reporting information in accordance with this Policy. Any person entitled to protection who believes that he or she is the subject of any form of retaliation for such participation should immediately report the same as a violation of and in accordance with this Policy.
Any individual within the Organization who retaliates against another individual who has reported a Violation in good faith or who, in good faith, has cooperated in the investigation of a Violation is subject to discipline, including termination of employment or volunteer status.
SECTION F. DISSEMINATION AND IMPLEMENTATION OF POLICY.
This Policy shall be disseminated in writing to all affected constituencies. The Organization shall adopt procedures for implementation of this Policy, which may include:
(1) documenting reported Violations;
(2) working with legal counsel to decide whether the reported Violation requires review by the Compliance Officer or should be directed to another person or department;
(3) keeping the Board and the audit or other applicable committee informed of the progress of the investigation;
(4) interviewing employees;
(5) requesting and reviewing relevant documents, and/or requesting that an auditor or counsel investigate the complaint; and
(6) preparing a written record of the reported violation and its disposition, to be retained for a specified period of time.
The procedures for implementation of this Policy shall include a process for communicating with a complainant about the status of the complaint, to the extent that the complainant’s identity is disclosed, and to the extent consistent with [ ]
ARTICLE XI. MISCELLANEOUS
SECTION A. WAIVER OF NOTICE OF MEETINGS
Whenever any notice is required to be given to any Member, Director or Committee Member of the Association under the provisions of these Bylaws or under the provisions of the Articles of Association or under the provisions of the New Jersey Nonprofit Association Law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
SECTION B. AMENDMENTS [Requested change to majority]
The Articles of Incorporation and these Bylaws may be altered, amended or repealed, and new articles and bylaws may be adopted by a vote of two-thirds of the general membership in good standing [present] at any regular meeting or any special meeting called for that purpose. Notice of the proposed amendment (including the suggested text of the change) shall be given in writing to all [members]at least twenty days before the meeting at which the vote thereon is to be taken, and shall identify the persons proposing the amendment.
Any proposed amendment to the By-Laws shall first be submitted in writing by any of the Board, the President, and/or members with signatures of no less than [twenty-one members] in good standing with the Association. The General Assembly shall receive any such proposal(s), and the General Assembly shall vote on any amendment submitted to it no more than thirty days [upon/after] receipt.
The Board shall translate the affirmative vote of the Assembly into laws by passing a resolution making any such approved amendment(s) part of the By-Laws of the Association. The Board shall accordingly update the By-Laws of the Association and have same available to the Assembly and the Administration.
A quorum for the consideration of an amendment to the By-Laws of the Association shall comprise of all members of the Board, all members of the Executive Committee, and/or at least [twenty-one] members in good standing present and voting at a meeting of the Association.
[The ratification of the By-Laws of the Association shall require the affirmative votes of two-thirds of the majority of members in good standing present and voting at regular or special General Assembly meeting.]
Upon the ratification of the By-Laws, the provisions herein shall commence to be executed and enforced within thirty (30) days of ratification or at the next General Assembly meeting, whichever comes first.
SECTION C. CONCILIATION OF DISPUTES
In the event a dispute may arise between two or more members operating under the authority of these Bylaws and such dispute cannot be resolved according to the biblical mandate found in Matthew 18:15-17, the parties to the dispute shall submit the circumstances and issues to the dispute for mediation and arbitration as follows:
1. Each party to the dispute shall select a trusted person to hear the matter in a fair and impartial manner. Such person may not be in any way related to the choosing party by way of family connections, employment or contractual relations.
2. The persons so selected shall appoint one or more additional person(s) as may be
necessary to provide an odd numbered mediation panel and such additional person(s) shall be similarly qualified as to all of the parties in conflict.
3. When the mediation panel is assembled the parties in conflict shall be permitted to present evidence and arguments in support of their position and the panel shall deliberate as necessary to resolve the problems. In all matters the panel shall first seek to reconcile the conflicting parties. If reconciliation is not possible then the panel shall arbitrate a solution and such solution shall be binding upon all parties.
4. No person shall bring any dispute under these Bylaws to any court of law or chancery without first proceeding under the above conflict resolution procedure. Unless the determination of the mediation panel is clearly in conflict with the laws of the State of New Jersey or in such venue as is appropriate no court shall reverse or otherwise amend the determination except as may be necessary to correct a minor discrepancy.
SECTION D. SEAL
The Association may, at the Board's discretion, maintain a corporate seal.
SECTION E. BOOKS AND RECORDS
The Association, at its offices, shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board and committees, and shall keep a record of the names and addresses of all Board and committee members. All books and records of the Association may be inspected by a Director, or his agent or attorney at any reasonable time.
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