“To engage in educational and social welfare activities which support transparency, accountability and integrity in government, and to facilitate citizen participation and empowerment.”
In addition to the core mission of the organization, we also address specific public issues when we believe we can constructively contribute to advancing the discussion and shaping of a public response. Such issues are brought to our attention in cases when the health, safety or welfare of Bergen County residents may be adversely impacted or where there exist opportunities to improve the quality of life in the community at large – and the adequacy of public action or inaction is questioned.
We will also target those social welfare concerns when we judge that our analysis, collaboration, and advocacy could materially improve the lives of Bergen County residents, particularly those who, absent our involvement, would be most vulnerable and negatively impacted.
ARTICLE I: PURPOSE
The Corporation is organized for the following purpose:
To engage in educational and social welfare activities which support transparency, accountability and integrity in government, and to facilitate citizen participation and empowerment.
ARTICLE II: BOARD OF TRUSTEES
1. GENERAL POWERS. The affairs of the Corporation shall be managed by its Board of Trustees. Trustees do not need to be residents of the state of incorporation.
2. BOARD MEMBERS. The number of trustees shall be an odd number and not less than three (3) nor more than eleven (11). Each trustee shall hold office until his or her successor is elected and duly qualified, subject to earlier termination by removal or resignation.
3. ELECTION AND TERM. Trustees shall be elected to the Board at the annual meeting of trustees by a majority of Trustees in attendance, provided a quorum exists. At such annual meeting the Board shall determine whether to increase the number of trustees from the prior year.
4. REGULAR MEETINGS. The Board of Trustees shall hold their annual meeting in the month of April of each year at a time and place to be determined by Notice as herein provided. The Board may provide by resolution for additional regular meetings to be held without notice except as provided by the resolution itself.
5. SPECIAL MEETINGS. The President or any two trustees may call for special meetings of the Board and fix the time and place for said meetings by providing Notice as herein provided.
6. NOTICE. Trustees shall be notified of the annual and any special meeting by advance notice in writing which shall be sent by mail, email, or personally delivered at least 10 days before the time set for the meeting. The notices may be sent to the addresses as shown on the records of the Corporation. Lack of notice is waived by written waiver or attendance at the meeting without protest.
7 QUORUM. A majority of the trustees must be present in order to conduct business. However, a majority of those present may adjourn the meeting from time to time without further notice.
8. VACANCIES. Any vacancy of the Board may be filled by the affirmative vote of a majority of the remaining trustees, even if less than a quorum of the Board. A trustee so elected to fill a vacancy shall complete the unexpired term of his or her predecessor in office.
9. COMPENSATION. The Board may provide that a salary or other compensation be paid to any trustee or other employee for his or her services. The Board may also provide by resolution that any corporate agent be indemnified for expenses and costs, including legal fees which were necessarily incurred in connection with any claim asserted against him or her by reason of his or her being or having been a corporate agent. However, no indemnification shall be allowed if the trustee was guilty of misconduct regarding the matter in which indemnity is sought.
10. REMOVAL. The Board of Trustees may remove any trustee at any time if, in its judgment, the best interests of the Corporation would be served hereby. The authority of such officer to act as an officer may be suspended by the Board for cause.
ARTICLE III: OFFICERS
1. OFFICERS: The officers of the Corporation shall run the day to day affairs of the Corporation and shall be as follows:
2. TERM: The initial officers shall be elected by the Board of Trustees at their organizational meeting. Thereafter, the officers shall be elected annually by the Board at their annual meeting. Vacancies may be filled at any meeting of the Board of Trustees. Each officer shall remain in office until his or her successor is elected and qualified, subject to earlier termination by removal or resignation.
3. PRESIDENT: The President shall be the principal officer of the Corporation and shall supervise and control all of the business and affairs of the Corporation. The President shall preside at all meeting of the membership and the Board of Trustees. He or she shall have all such powers as may reasonably be construed as belonging to the chief executive of a non-profit corporation.
4. VICE PRESIDENT: The Vice President shall perform the duties of the President in the absence of the President or in the event of the President’s inability or refusal to act.
5. SECRETARY: The Secretary shall keep the minutes and records of the Corporation in appropriate books, see that all notices are given in accordance with these By-Laws or as provided by law, keep the seal of the Corporation and affix same to corporate documents, keep a list of all members and their mailing addresses and, in general, perform all duties incidental to the office of Secretary and such other duties as may be assigned by the President or Board of Trustees.
6. TREASURER: The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation, and, in general, perform all the duties incidental to the office of Treasurer and other duties as may be assigned by the President of Board of Trustees.
ARTICLE IV: COMMITTEES
1. COMMITTEES: The Board of Trustees may, by resolution of a majority of the Board, establish committees of two or more Trustees to conduct the management of the Corporation. Other committees shall be estabished consisting of members of the Corporation, but may not exercise the authority of the Board of Trustees in the management of the Corporation. All committees shall function in accordance with the rules and procedures established by the Board of Trustees. The following initial committees are hereby established.
1. STEERING COMMITTEE: Considers and determines issues to take up, reviews current issues, reviews mission statement and overall addresses policy issues and directs other committees to act. Made up of Board and such other members as the officers shall determine.
2. PROGRAMM COMMITTEE: Organized programs in conjunction with Steering Committee recommendations.
3. MEMBERSHIP COMMITTEE: Addresses concerns of members, recommends member qualifications, seeks to expand and increase membership.
4. FUNDRAISING COMMITTEE: In conjunction with Treasurer and membership, seeks to raise funds to promote awareness of the organization.
5. PR/PRESS COMMITTEE: Offers press releases, develops and recommends promotional materials.
6. OUTREACH COMMITTEE: Coordinates with other like-minded organizations to develop and promote common interests and awareness.
ARTICLE V: MEMBERS
1. The first members of the Corporation shall consist of the members of the original Board of Trustees of the Corporation, unless they have resigned or their membership otherwise terminated.
Thereafter, the eligibility and qualifications for membership and the manner of and admission into membership shall be prescrived by resolutions duly adopted by the Board of Trustees of the Corporation or by such rules and regulations as may be prescribed by the Board of Trustees. All such resolutions or urles and regulations relating to members adopted by the Board of Trustees of the Corporation shall be affixed to the By-Laws of the Corporation and shall be deemed to be a part thereof. Such resolutions or rules and regulations adopted by the Board of Trustees may prescribe, with respect to all members, the amount and manner of imposing and collecting an initiation fees, dues or other fees, assessments, fines and penalties, the manner of suspension or termination of membership, and for reinstatement of membership, and, except as may hereinafter otherwise be provided, the rights, liabilities and other incidents of membership.
2. The Board of Trustees may cause to be issued certificates, cards or other instruments permitted by law evidencing membership in the Corporation. Such membership certificate, card or other instrument shall be non-transferable, and a statement to that effect shall be noted on the certificate, card or other instruments. Membership certificates, cards or other instruments, if issued, shall bear the signatures or facsimile signatures of an officer or officers designated by the Board of Trustees and may bear the seal of the Corporation or facsimile thereof.
3. Membership is purely voluntary and is primarily for the purpose of encouraging participation in and helping to promote the corporation’s purpose.
4. Members shall have no voting rights although their opinions and contributions to the purpose are encouraged.
5. Member meetings shall be determined by the Board.
6. All members shall be entitled to participate and attend all corporation events.
ARTICLE VI: AMENDMENTS
These By-Laws may be amended or repealed by an affirmative vote of at least sixty-six point seven (66.7%) percent of those present at a meeting of the Board called for the purpose of acting upon such amendment (probided that a quorum is present).
Dated: June 6, 2013