By-Laws
OF
HOBOKEN QUALITY OF LIFE COALITION, INC.
A Not-For-Profit Corporation
Article I
Name, Purpose, Offices and Registered Agent of Corporation
SECTION I: Name. This Corporation shall be known as Hoboken Quality of Life
Coalition, Inc. (the “Corporation”). The Corporation may conduct business under such other names as are duly approved by the Board of Trustees.
SECTION II: Purpose. The purpose of the Corporation shall be as set forth in the Certificate of Incorporation: to help people who choose to live in Hoboken and Hudson County to maintain a betterment in their quality of life. Activities include but are not limited to:
A. Bring together those individuals who share the goals and objectives of the Corporation.
B. Preserve and protect the historical, cultural, and architectural attributes of Hoboken and environs.
C. Attain a clean and safe environment and to preserve the neighborhood environment which defines Hoboken’s unique character.
D. Act as a watchdog to prevent overdevelopment and lapses in planning and zoning regulations which inevitably lead to the loss of the quality of life in Hoboken.
E. Seek to contain real estate development within the limits of the city and county’s finite physical and fiscal resources.
This Corporation is organized exclusively for charitable, religious, educational and scientific purposes, including for such purposes as the making of distributions to organizations under Section 501(c)(3) of the Internal Revenue Code.
The Corporation is organized and is to be operated as a tax exempt corporation within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954 and related sections of such Code and Section 54:4-3.6 of New Jersey Statues.
No substantial part of the activities of the Corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code), nor shall the Corporation participate or intervene in any political campaign on behalf of any candidate for public office (including the publishing or distribution of statements).
SECTION III: Registered Office, Other Offices. The Corporation shall have and continuously maintain in the State of New Jersey a registered office and registered agent whose address shall be identical to the registered office. The registered office and agent may be changed by resolution of the Board of Trustees, which changes shall be promptly filed with the State of New Jersey Department of the Treasury. The Corporation may conduct activities in such other places, within or without the State of New Jersey, as its business and activities may require, so long as it qualifies to do business in those states and meets applicable state requirements for charitable activity and solicitation and is authorized to do so by the Board of Trustees.
ARTICLE II
GOVERNMENT
SECTION I: Board of Trustees Powers and Duties. No Members. The management of the property, business, affairs and finances of the Corporation shall be vested exclusively in a Board of Trustees. The Board shall exercise all the powers and authority of the Corporation, in accordance with its Certificate of Incorporation and these bylaws.
Trustees shall fulfill their fiduciary duties in good faith, with that degree of diligence, care and skill which ordinary, prudent persons would exercise under similar circumstances in like positions. They shall act in a manner which is consistent with the principles of honesty, integrity, diligence, loyalty to the Corporation, obedience to the laws governing the Corporation’s programs, and prudence in the exercise of due care for the benefit of the Corporation. The Board may delegate any of the duties, powers and authority of any officer to any other officer or Trustee.
This Corporation shall not have members.
SECTION II: Number, Election and Term of Office. The Board of Trustees shall be composed of not less than seven (7), or more than fifteen (15) Trustees, who shall be at least 18 years of age but need not be United States citizens, the exact number of which may be fixed from time to time by the Board..
Two-thirds of the entire Board of Trustees must approve any increase in the number of Trustees resulting in one or more Trusteeships to be filled other than at an Annual Meeting. This approval may take place only at a Meeting for which prior notice of this proposed action has been given or by unanimous written consent.
Trustees elected at the Annual Meeting shall be elected by a majority vote of the Trustees present at the Meeting during the presence of a quorum. Trustees elected at any other time shall be elected by a majority of all of the Trustees then in office at duly held Meeting at which a quorum is present
Nominations may be made by the Nominating Committee as provided in Article III, Section II of these bylaws or by any Trustee, with a second from another Trustee.
SECTION III: Vacancies. The power to fill vacancies resulting from death, resignation, removal or newly created Trusteeships shall be vested in the Board of Trustees.
SECTION IV: Terms. Trustees shall be divided into three classes of approximately equal size, the term of one class expiring each year at the Annual Meeting. Trustees elected at the Annual Meeting shall serve terms of up to three years, as determined by the Nominating Committee in order to maintain approximately equality in number among classes, and until their successors have been elected and qualified by attendance at a meeting of the Board. Trustees elected between Annual Meetings shall serve only until the next Annual Meeting and until their successors have been elected and qualified.. Trustees shall be eligible to succeed themselves, and there shall be no limitations on the number of consecutive terms that a Trustee may serve.
SECTION V: Removal. A Trustee may be removed only for cause and upon a two-thirds (2/3) vote of all of the Trustees then in office. Inability to fulfill the duties of Trustee due to disability or three unexcused absences from the Regular Meetings in any one calendar year shall constitute cause for removal.
SECTION VI: Resignation. A Trustee may resign at any time by giving notice to the President (Coordinator) or Secretary. Such resignation shall take effect upon receipt, unless a later effective time is specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. If any Trustee shall fail to attend three consecutive Meetings of the Board of Trustees without excuse accepted as satisfactory by the Board of Trustees, that Trustee shall be deemed to have resigned and the vacancy shall be filled until the next Annual Meeting.
SECTION VII: Compensation, Loans, Conflicts of Interest. No Trustee shall receive compensation for service in the capacity of Trustee, but Trustees may receive reasonable compensation for services performed in other capacities for the Corporation as approved by the Board as provided in this Section.
Trustees may be reimbursed for reasonable expenses incurred on behalf of the Corporation upon presentation of expense vouchers. Reimbursement in excess of $100 shall require approval of the Board.
A loan may be made to a person serving as a Trustee only in accordance with Section 15A-6-11 of the New Jersey Statutes.
Trustees, officers, employees and agents of the Corporation have an obligation to disclose any conflict of interest or appearance of a conflict of interest that may arise during their tenure. Any transaction between the Corporation and any Interested Person (which shall mean any Trustee, officer, employee, agent or any member of such person’s immediate family and other person living in such person’s household) or entity in which the Interested Person is a trustee, director, officer, employee, agent or otherwise interest shall be permitted only if such transaction is fair and reasonable to the Corporation at the time it is approved, is fully disclosed to the Board of Trustees and approved by a majority of the disinterested Trustees, even though the disinterested Trustees be less than a quorum.
SECTION VIII: Meetings.
A. Regular Meetings. The Board of Trustees shall hold at least six (6) Regular Meetings during the year at a time and place to be determined by the Board, with written notice and proposed agenda to be given to each Trustee at least three (3) days prior to such Meeting. Regular periodic Meetings of the Board of Trustees or a Committee thereof may be held at such times and at such places as may from time to time be determined by the resolution of the Board of Trustees or Committee.
B. Annual Meetings. The Annual Meeting of the Board of Trustees shall be held within the month of February of each year, at a time and place determined by the Board, at which time Trustees and the officers of the Corporation shall be elected. Notice of the time and place of holding of the Annual Meeting shall be given to each Trustee at least ten (10) days prior to such Meeting.
C. Special Meetings. Special Meetings of the Board of Trustees or a Committee thereof may be called by the President (Coordinator) or Committee Chair at any time on such person’s own initiative, and shall be called by the President (Coordinator) or Secretary upon the written request of two (2) Trustees or Committee members. Such Meetings shall be held upon not less than two (2) days notice. Such notice shall specify the time, place and purpose for the special Meeting.
SECTION IX: Quorum. One-third (1/3) of the entire Board of Trustees or members of a Committee shall constitute a quorum for the transaction of business at any Meeting of the Board or such Committee
SECTION X: Manner of Acting, Unanimous Written Consents. The act of a majority of the Trustees or Committee members present at a Meeting at which a quorum is present shall be the act of the Board or Committee, unless the act of a greater number is required by law, the Certificate of Incorporation or these bylaws. Any reference to “entire Board” in these bylaws means all of the Trustees then in office. Any abstentions or dissenting votes hall be recorded in the minutes of the Meeting. Proxy voting by Trustees is prohibited by law.
Any action required by law to be taken at a Meeting of the Board or a Committee thereof or any action which may be taken at a Meeting of the Board or a Committee thereof, may be taken without a Meeting if a consent in writing setting forth the action so taken shall be signed by all of the Trustees or members of such Committee prior or subsequent to the action and filed with the minutes of the Corporation.
SECTION XI: Telephonic Participation. A Trustee may participate in any Meeting by means of a conference telephone call or similar communications equipment by means of which all persons participating in the Meeting can hear each other. Participation in a Meeting shall constitute being present at the Meeting.
SECTION XII: Notices. Any notice required by statute or by these bylaws to be given to a Trustee or officer of the Corporation unless otherwise provided herein or by any statute may be given by in-person or by first class or faster mail, courier, telephone, facsimile or electronic mail to the last address provided to the Corporation by a Trustee or officer. Notice by voice mail, facsimile or electronic mail shall be valid only if receipt is acknowledged by the Trustee or officer, which such Trustee or officer is obligated to do immediately upon receipt.
Mail notice shall be sufficient if mailed by way of the U.S. Post Office in a sealed postage paid envelope addressed to each person at his or her last address as the same appears on the records of the Corporation and such notice shall be deemed to have been given at the time of such mailing.
Notice of any Meeting need not be given to any Trustee or officer who signs a waiver of notice, whether before or after the Meeting. The attendance of any Trustee or officer at a Meeting without protesting prior to the conclusion of the Meeting the lack of proper notice of the Meeting shall constitute a waiver of notice by that person.
SECTION XIII: Presumption of Assent to Action Taken at a Meeting. A Trustee who is present at a Meeting of the Board, or any Committee thereof, of which the Trustee is a member, at which action on any corporate matter referred to in Section 15A:6-12 of the New Jersey Statues is taken shall be presumed to have concurred in the action taken unless the dissent of the Trustee shall be entered in the minutes of the Meeting or unless the Trustee shall file a written dissent to the action with the person acting as the secretary of the Meeting before or promptly after the adjournment of the Meeting. A Trustee who is absent from the Meeting of the Board, or any Committee thereof of which the Trustee is a member, at which any action is taken shall be presumed to have concurred in the action unless the Trustee shall file a dissent with the Secretary of the Corporation within a reasonable time after learning of the action.
SECITON XIV: Advisory Trustees. The Board of Trustees, at its discretion, may elect one or more Advisory Trustees. Advisory Trustees shall be entitled to notice of and to attend Board Meetings but shall have no vote.
ARTICLE III
Committees
SECTION I: Executive Committee. A majority of the entire Board of Trustees may, at its discretion, appoint an Executive Committee. If appointed, such Committee shall be composed of the President (Coordinator), Vice President (Assistant Coordinator), Secretary and Treasurer as well as any other Trustees appointed to serve on such Committee by a majority of the entire Board. This Committee shall have a maximum of five (5) members and shall have and may exercise in the interim between Meetings of the Board the authority of the Board in the management of the business of the Corporation except that the Executive Committee shall not have the power to make, alter or repeal any bylaw, to elect or appoint or remove any Trustee or officer of the Corporation, or amend or repeal any resolution previously adopted by the Board. The President (Coordinator), or in the President’s absence, the Secretary, shall act as Chair and keep such records and make such reports as may be required by the Board.
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SECTION II: Nominating Committee. A Nominating Committee consisting of at least two (2) Trustees, at least one (1) of whom shall not be officers of the Corporation, and the Chair of such Committee, shall be appointed by a majority of the entire Board of Trustees. This committee shall be charged with the following responsibilities:
A. Recommending to the Board the number of Trusteeships to constitute the Board.
B. Selecting a slate of Trustees to be voted upon at the Annual Meeting.
C. Nominating a slate of officers of the Corporation to be acted upon by the Board at the Annual Meeting.
D. Such other duties with respect to the composition of the Board as may be assigned to them by the President (Coordinator) or by the Board .
SECTION III: Other Committees and Task Forces. For the better execution of their powers and duties, a majority of the entire Board of Trustees may appoint other Committees and task forces and Chairs thereof as may be required and deemed necessary from time to time. Membership and any delegated authority thereof shall be set forth in the resolution of appointment. The Board may appoint persons who are not Trustees to such Committees and task forces, but any action taken under delegated authority shall be taken by vote of the Trustee members only. Procedures for task forces shall be the same as for Committees.
SECTION IV: Committee Membership and Reports. A majority of the entire Board of Trustees may appoint and remove members (except in contravention of these bylaws) with or without cause, of any Committees at any time and may abolish any Committee at its pleasure.
Actions taken at a Meeting of any Committee shall be reported to the Board at its next Meeting following the Committee Meeting, except that, when the Meeting of the Board is held within two (2) days after the Committee Meeting, the report shall, if not made at the first Meeting, be made to the Board at its second meeting following the Committee Meeting.
ARTICLE IV
Officers
SECTION I: Numbers, Election, and Term of Office. The officers of the corporation shall consist of the President also known as the Coordinator, the Vice President also known as the Assistant Coordinator, a Secretary and a Treasurer selected from the members of the Board of Trustees. No two (2) of these offices may be held by the same person. The Board may also create, prescribe duties and delegate authority for, and fill at any Meeting of the Board any such other offices, such as Assistant Treasurer and Assistant Secretary, as it may deem necessary for the transaction of the business of the Corporation, who need not be Trustees. Each officer shall hold office from the time the officer is elected until the second Annual Meeting after the officer’s election, and until a successor shall have been duly elected and qualified. They shall take office at the conclusion of the Annual Meeting at which they are elected. No Trustee shall serve as an officer for more than two (2) consecutive full three (3) year terms.
SECTION II: Resignation and Removal. Any officer may resign at any time by giving written notice to the Coordinator or Secretary of the Corporation. Such resignation shall be effective upon receipt or at a subsequent time as shall be specified in the notice of resignation. Any officer elected or appointed by the Board of Trustees may be removed with or without cause by the Board at any Board Meeting by a two-thirds (2/3) vote of all of the Trustees then in office other than such officer.
SECTION III: Vacancy. A vacancy in any office because of resignation, removal , death or otherwise, may be filled by the Board of Trustees for the expired portion of the term at any Board Meeting.
SECTION IV: President. The President shall be known as the Coordinator, and shall be the chief executive officer of the Corporation and shall in general supervise and direct all of the business and affairs of the Corporation. The President shall be an ex-officio voting member of all standing Committees other than the Nominating Committee, shall have general and active management of the Corporation and shall see that all orders and resolutions of the Board of Trustees are carried into effect. The President shall preside at all Meetings of the Board of Trustees and the Executive Committee. The President shall execute all authorized conveyances, contracts, or other obligations in the name of the Corporation, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by statue or these bylaws to some other officer or agent of the Corporation, and in general the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board from time to time.
SECTION V: Vice President. The Vice President shall be known as the Assistant Coordinator, and shall in the absence, disability, or refusal of the President to act, perform the duties, have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to the Vice President by the President or by the Board of Trustees.
SECTION VI: Treasurer. The Treasurer is responsible for the Corporation’s funds and investments, and shall keep full and accurate accounts of assets, liabilities, receipts, disbursements and other transactions. The Treasurer shall cause to be prepared audits of such books belonging to the Corporation to be made under the guidance and direction of the Board. The Treasurer shall deposit all monies and other valuable effects in the name of and to the credit of the Corporation in such depositories as my be ordered by the Board. The Treasurer, with the written authority of the President, shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements. The Treasurer shall render to the President and Trustees whenever they may require it an account of all financial transactions . Generally, the Treasurer shall perform all the duties incident to the office of Treasurer and such other duties as may from time to time be assigned to the Treasurer by the Board or by the President.
SECTION VII: Secretary. The Secretary shall attend all Meetings of the Board of Trustees and of the Executive Committee, and assure that a record is made of all votes and the minutes of all proceedings. The Secretary shall see that all notices are duly given in accordance with the provisions of these bylaws or as required by law, including notice of all meetings of the Board of Trustees; have charge of the books, records and papers of the Corporation relating to its organization and shall see that the Annual Report, statements and other documents required by law are properly kept or filed and shall perform all duties incident to the office of the Secretary and such other duties as my be prescribed by the President or the Board under whose supervision the Secretary shall act. All of the records and other documents described above shall be kept at a location designated by the Board of Trustees.
ARTICLE VI
Contracts, Checks, Deposits, and Funds
SECTION I: Contracts. The Board of Trustees by resolution may authorize any officer or officers of the Corporation in addition to the officers so authorized by these bylaws to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances. Unless so authorized or authorized by these bylaws, no Trustee, officer or agent to this Corporation shall have authority to bind the Corporation by contract or to render it liable for any purpose of amount.
SECTION II: Checks, Drafts, Etc. All checks, drafts or orders for the payments of money notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by the Treasurer for amounts less than $150; checks in amounts over that number shall be countersigned by President or Vice President.
SECTION III: Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation is such banks, or other depositories as the Board of Trustees may select.
SECTION IV: Gifts. The Board of Trustees may accept on behalf of the Corporation any contributions, gifts, bequests or devises for the general purposes or for any special purpose of the Corporation.
Article VII
Books and Records
SECTION I: Maintenance of Books and Records, Access of Trustees. All books and records of the Corporation shall be kept at a location designated by the Board of Trustees and may be inspected by any Trustee, or such Trustee’s attorney or agent for any proper purpose during usual business hours.
SECTION II: Public Access to Books and Records. A copy of the Corporation’s Certificate of Incorporation and bylaws as amended to date, the names and addresses of all Trustees, a copy of the Internal Revenue Service (“IRS”) approval of tax exempt status and all correspondence with the IRS, and annual returns to the IRS and the State of New Jersey shall be maintained at the principal office of the Corporation and made available for inspection by any person upon bona fide request in accordance with the IRS public discloser requirement (Internal Revenue Code Section 6104(d).
ARTICLE VIII
Fiscal Year
SECTION I: Fiscal Year. The fiscal year of the Corporation shall be from January 1 to December 31.
ARTICLE IX
Liability of Trustees: Indemnification
SECTION I: Limitation of Liability. Except as may be otherwise provided by law, a Trustee or officer shall not be personally liable to the Corporation for damages for breach of any duty owed to the Corporation, or for the debts, liabilities or other obligations of the Corporation except that nothing contained herein shall relieve a Trustee or officer from liability any breach of duty based upon an act of omission (1) in breach of such person’s duty of loyalty to the Corporation; (2) not in good faith or involving a knowing violation of law or (3) resulting in receipt by such person of an improper personal benefit.
SECTION II: Non-Liability of Contributors. Except as may be otherwise provided by law, no contributors to the Corporation shall be liable for the acts of the Corporation, its Board of Trustees, its officers, employees, agents or representatives.
ARTICLE X
Dissolution
The Corporation is not organized for profit. In the event of dissolution all assets, real and personal shall be distributed in accordance with the Certificate of Incorporation. No part of the net earning income or property of the Corporation shall inure to any to the benefit of any donor, Trustee, officer, employee or other individual having a personal or other interest in the activities of the Corporation. This Corporation shall not participate or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for any public office. In the event of the liquidation of dissolution of the Corporation all of its assets after payment of its just debts shall be distributed only to those public or private organizations which shall enjoy tax-exempt status under Section 501 (c)(3) of the Internal Revenue Code of 1954 as amended, which organization shall be dedicated to substantially the same public purposes as this Corporation.
ARTICLE X1
By-laws
SECTION I: Amendments. These bylaws may be altered, amended or repealed and new bylaws may be adopted by two-thirds (2/3) of the entire Board of Trustees present a any Regular Meeting or at any Special Meeting of the Board if at least ten days prior to the meeting the proposed amendments to the bylaws are given to the Trustees.
SECTION II: Force and Effect of By-Laws. These bylaws are subject to the provisions of the New Jersey Nonprofit Corporation Act (the “Act,” Title 15A of the New Jersey Statues) and the Certificate of Incorporation as they may be amended from time to time. If any provision in these bylaws is inconsistent with a provision in 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. Unless these bylaws expressly or by clear construction or implication so provide, nothing contained in these bylaws is intended to or shall limit, qualify or restrict any power or authority granted or permitted to nonprofit corporations by the Act. References in these bylaws to the Certificate of Incorporation or bylaws shall include all amendment thereto unless specifically excepted. Should any of the provision of these bylaws be held unenforceable or invalid for any reason, the remaining provision shall be unaffected by such holding.
Any references in these bylaws to provisions of the Internal Revenue Code shall be deemed to refer to any amended or successor provisions or any corresponding section of any future federal tax code and any reference to provisions of New Jersey Statues shall be deemed to refer to any amended or successor provisions thereto.
THESE BYLAWS WERE ADOPTED BY THE BOARD OF TRUSTEES UPON PROPER NOTICE AT A MEETING DULY HELD ON THE THIRTEENTH DAY OF JANUARY, 2005.
Secretary