ADVOCATES FOR NEW JERSEY HISTORY
BY-LAWS
(amended October 13, 2009)
Mission Statement (updated July 9, 2013)
The Advocates for New Jersey History uphold public history as fundamental to democracy and advocate and lobby for sufficient funds to promote public history and preserve our historic resources; and encourage decision-making by citizens and elected officials informed by history.
ARTICLE I
NAME
SECTION 1. NAME. The name of this organization is Advocates for New Jersey History (hereinafter “Advocates”).
ARTICLE II
MEMBERS
SECTION 1. MEMBERSHIP. The members of the Advocates shall be organizations and persons who support the aims of the Advocates and have paid dues to the Advocates. Organization members may designate a representative of the organization.
SECTION 2. CLASSES OF MEMBERSHIP. The Advocates shall have such classes of members as the Board of Trustees (hereinafter the “Board”) determines.
SECTION 3. RIGHTS OF MEMBERS. Each member, whether an individual or an organization, shall be entitled to one vote. The privileges of the various classes of membership shall be determined by the Board. Membership shall not be transferable or assignable.
SECTION 4. RESIGNATION OF MEMBERS. Any member may resign from the Advocates by sending a written resignation to the President or the Secretary. The acceptance of a resignation shall not be necessary to make it effective. Resignation shall not relieve the resigning member of the obligation to pay dues, assessments, or other charges previously accrued. Members who have not paid their annual dues may be deemed to have resigned from the Advocates.
SECTION 5. REMOVAL OF MEMBERS. Any member may be removed from membership by the affirmative vote of two-thirds of the membership present and voting at a meeting of the members for conduct detrimental to the interests of the Advocates or for lack of sympathy with its objectives. Any such member proposed to be removed shall be entitled to at least ten business days notice in writing by post or electronically of the meeting at which such removal is to be voted upon and shall be entitled to be heard at the meeting.
ARTICLES III
MEETINGS OF MEMBERS
SECTION 1. ANNUAL MEETING. The annual meeting of members shall normally be held during the month of October or at a date to be set by the Board.
SECTION 2. SPECIAL MEETINGS. Special meetings of members for any purpose unless prescribed otherwise by statute, may be called by the President, by resolution of the Board, or at the written request of twenty-five members. A resolution or request shall state the purpose or purposes of the meeting. No business may be transacted at any special meeting of members other than what is specified in the notice.
SECTION 3. PLACE OF MEETINGS. All member meetings shall be held at places specified by the Board.
SECTION 4. NOTICE OF MEETINGS. At least ten days before a meeting, the Secretary shall send to each member written notice by post or electronically giving the place, date, hour, and purpose for which the meeting is called.
SECTION 5. QUORUM. At any meeting of the members, the presence of fifteen members shall be necessary to constitute a quorum for all purposes.
SECTION 6. VOTING. At every meeting, a member shall be entitled to vote in person. Unless otherwise specifically regulated by statute or the provision of the Certificate of Organization or these By-Laws, all voting at meetings of members shall be by voice or show of hand. Any member may move that a vote shall be by secret ballot.
ARTICLES IV
BOARD OF TRUSTEES
SECTION 1. GENERAL POWERS. The business and property of the Advocates shall be vested in and managed by a Board of Trustees, who shall exercise all appropriate powers. The Board may adopt such rules and regulations for the conduct of its meetings and the management of the Advocates as it deems proper and which are not inconsistent with the laws of the State of New Jersey, the certificate of incorporation of the Advocates, or these By-Laws.
SECTION 2. MEMBERS. The Board of Trustees shall be made up of elected officers and trustees.
SECTION 3. NUMBER AND TERM. The number of Trustees shall be not fewer than twelve nor more than thirty-five, but such number, within the limits fixed by the certificate of incorporation may be increased or decreased by amendment to these By-Laws under Article XI. The term of office shall be three years. Trustees may serve up to three consecutive terms. After serving the allowed terms, a Trustee shall not be eligible for election until after a lapse of one year. However, the Executive Committee has the power to appoint the representatives of key institutions to be represented on the Board for one year terms.
SECTION 4. ELECTION. The Nominating Committee shall present to the President not later than four weeks before the annual meeting a report presenting nominations for Trustees of the class to be elected at the annual meeting. One candidate may be nominated for each Trustee vacancy. Members of the Nominating Committee shall not be disqualified from being nominated by the Committee as Trustees. All candidates must be members in good standing. The Secretary shall include the report in the notice of the annual meeting sent to all members. Any qualified member, not nominated by the Nominating Committee, may be nominated by a written petition signed by at least twenty five members and presented to the President at least two weeks before the election of Trustees at the annual meeting. If there are more nominations than places to be filled, the election of Trustees shall be by secret ballot. Trustees shall be elected by a majority vote of the members present. The terms of Trustees shall begin on January 1 following their election.
SECTION 6. RESIGNATION. Any Board member may resign by sending a written resignation by post or electronically to the President. A resignation shall take effect at receipt. Acceptance of resignation shall not be necessary to make it effective.
SECTION 7. REMOVAL OF OFFICERS AND TRUSTEES. Any Board member may be removed by the affirmative vote of two-thirds of the Board membership present and voting at a meeting for conduct detrimental to the interests of the Advocates or for lack of sympathy with its objectives. Any such member proposed to be removed shall be entitled to at least ten days notice in writing of the meeting at which such removal is to be voted upon and shall be entitled to be heard at the meeting. In addition, any Trustee who through unexcused absence shall miss three consecutive Board meetings may be asked to resign.
SECTION 8. VACANCIES. Any vacancy in the Board, including a vacancy created by an increase in the number of Trustees, may be filled by the President with the approval of a majority vote of the Board for the unexpired portion of the term. Any Board Member elected by the Board shall hold office until the next election.
SECTION 9. MEETINGS. The Board shall meet at a minimum of six times a year at places and times set by the Board. Special meetings of the Board may be called by the President at any time, and shall be called by the President upon the written request of one-quarter of the Board members. This request may be submitted by post or electronically. Board meetings can be conducted in person or through other types of communication mechanisms, provided all persons participating have real-time access to the meeting.
SECTION 10. NOTICE OF MEETINGS. Written notice by post or electronically shall be sent to each Board member at least seven business days before a meeting giving the place, date, and hour of the meeting. Accompanying the notice shall be any nominations proposed at the previous meetings and the text of any amendments to the By-Laws proposed for adoption at that meeting. Special meetings of the Board may be called on five days notice.
SECTION 11. QUORUM. The presence of one third of the total number of voting board members shall constitute a quorum.
SECTION 12. VOTING. At a Board meeting, each Board member shall be entitled to one vote. Unless otherwise specifically regulated by law or the provisions of the Certificate of Incorporation or these By-Laws, all questions shall be decided by a majority vote of the quorum by voice or show of hand. Any Board member may move that a vote shall be by secret ballot.
SECTION 13. HONORARY TRUSTEES. Honorary Trustees shall be persons with a demonstrated long-time interest and history of support for the programs of the Advocates. They will be non-voting members of the board. They shall be elected in the same manner as provided in these By-Laws for Trustees.
SECTION 14. TRUSTEES ELECTED AS OFFICERS. Any present Trustee accepting nomination and being elected to a position of Officer shall be deemed to have resigned the position of Trustee effective the December 31st following the election. The Nominating Committee shall propose a candidate to fill the remainder of the Trustee’s term; such candidate is to be elected as Trustee at the same annual meeting and election at which the present Trustee stands for an Officer position. An Officer may, upon leaving office, be nominated and subsequently elected to the position of Trustee.
ARTICLE V
OFFICERS
SECTION 1. NUMBER AND TERM. The officers of the organization shall be the President, two Vice-Presidents, Secretary, and Treasurer. No two offices may be held by the same person. The term of office shall be two years; officers may serve up to two consecutive terms in any one office. After serving the allowed term, an officer shall not be eligible for election in that office position until after the lapse of one year. Officers shall take office on January 1 following their election.
SECTION 2. ELECTION. The nominating Committee shall present to the President not later than four weeks before the annual meeting a report presenting nominations for officers to be elected at the annual meeting. One candidate shall be nominated for each Officer position. Members of the Nominating Committee shall not be disqualified from being nominated by the Committee as Officers. All candidates must be members in good standing. The Secretary shall include the report in the notice of the annual meeting sent to all members. Any qualified member, not nominated by the Nominating Committee, may be nominated by a written petition signed by at least twenty five members and presented to the President at least two weeks before the election at the annual meeting. The officers shall be elected by the membership at the annual meeting. All contested elections for officers shall be by secret ballot.
SECTION 3. PRESIDENT. The President of the Board shall be the chief executive officer, shall preside at all meetings of the Board, and shall call regular and special board meetings in accordance with these By-Laws. S/he shall have and exercise supervision of the Advocates’ affairs. Subject to Board approval, s/he shall appoint and remove, employ and discharge, and fix the compensation of all employees. As authorized by the Board, s/he shall sign and make all contracts and agreements. S/he shall see that the books, reports, statements, and certificates required by law are properly kept, made, and filed. S/he shall enforce these By-Laws, and s/he shall perform all the duties incident to the office required by law and other duties as may be assigned by the Board.
SECTION 4. VICE PRESIDENTS. The 1st Vice President, during the absence or disability of the President, shall perform the duties and exercise the powers of the President and other duties assigned by the Board. In the absence of both the President and the 1st Vice President, the 2nd Vice President shall perform the duties and exercise the powers of the President and other duties of the Board.
SECTION 5. SECRETARY. The Secretary shall attend and keep the minutes of all meetings of the Board and of members. S/he shall send out notices of meetings. S/he shall be the custodian of books, documents, and papers as the Board determines. S/he shall keep an alphabetical record containing the names of all members with their addresses and the time at which each became a trustee and s/he shall keep such record open for inspection as prescribed by law. S/he shall perform all duties incident to the office, subject to the Board and other duties assigned by the Board.
SECTION 6. TREASURER. The Treasurer shall have custody of and be responsible for all assets subject to regulations imposed by the Board. When necessary or proper, s/he may endorse for collection checks, notes, and other obligations, and shall deposit the same, together with any other funds, to the credit of the Advocates, in the depositories the Board designates. S/he shall pay all administrative bills upon certification of their correctness by the President. S/he shall maintain full and accurate accounts of all monies and obligations received and paid or incurred by him for, or on account of, the Advocates. S/he shall submit a financial statement at each regular
meeting of the Board and at such other times as shall be required. S/he shall perform all the duties incident to the office of Treasurer, subject to the control of the Board and such other duties as may be assigned by the Board.
SECTION 7. EXPENSES. No officer may receive any salary or other compensation from the Advocates. An officer may be reimbursed for reasonable expenses incurred in the performance of his duties.
SECTION 8. DELEGATED DUTIES. The Board may at any time in its discretion delegate temporarily any powers and duties of an officer to any other officer or Trustee.
ARTICLE VI
COMMITTEES
SECTION 1. EXECUTIVE COMMITTEE. The Executive Committee shall consist of the Officers. Between Board meetings, they shall have and exercise the authority and power of the Board with the following exceptions: The Executive Committee shall not have authority to amend or repeal the By-Laws; elect, approve the appointment of, or remove any member, Trustee, or officer; amend the articles of incorporation; authorize the sale, lease, exchange, or mortgage of all or substantially all corporate assets; authorize the dissolution of the organization; or amend or repeal any resolution of the Board which by its terms provides that it shall not be amended or repealed by such committee. The Executive Committee shall report to the next regular meeting of the Board all actions taken since the preceding regular meeting of the Board. Three members of the Executive Committee shall constitute a quorum.
SECTION 2. NOMINATING COMMITTEE. The Nominating Committee is comprised of a Chair and two other members. The Chair, appointed by the President at least three months prior to the annual meeting, shall be a member of the Board whose term does not expire at the next annual meeting. The Chair will appoint the additional committee members who shall be members in good standing; one shall be a Trustee whose term is not expiring at the next annual meeting and the other may be a member at large.
SECTION 3. COMMITTEES. The Board may establish the committees it believes desirable to further the objectives of the organization. The President shall appoint the Chair of each committee, subject to Board approval for one-year terms beginning January 1. Each committee Chair shall appoint the members of his/her committee for one-year terms beginning January 1. The Board also has the power to abolish committees it no longer believes necessary.
SECTION 4. REMOVAL. Any member of a committee may be removed by the Committee Chair whenever in his/her judgement the best interest of the organization shall be served thereby.
SECTION 5. QUORUM. One-half of the membership of a committee shall constitute a quorum.
ARTICLE VII
DUES
SECTION 1. ANNUAL DUES. The Board may determine from time to time the categories of membership and annual dues for each category.
SECTION 2. PAYMENT OF DUES. Dues shall be due on the first day of the calendar year.
ARTICLE VIII
CONTRACTS
SECTION 1. AUTHORIZATION. The Board, except as provided otherwise, may authorize any officer or agent to enter any contract or execute and deliver any instrument in the name of and on behalf of the organization. Authority must be confined to specific instances; and, unless so authorized by the Board, no officer, agent, or employee shall have power or authority to bind the Board, pledge its credit, or render it liable pecuniarily for any purpose.
SECTION 2. No member of the organization shall be entitled to any interest in any property, funds or net earnings of the organization which shall vest solely in the organization, and shall not inure to the benefit of any member or individual.
ARTICLE IX
DISSOLUTION
In the event that the organization should cease to exist, the assets, together with all of the articles of art, fixtures, stock, leases, monies and/or property of any kind, shall be transferred to an organization or organizations that enjoy exempt status in accordance with the provisions of Section 501 ©) (3) of the Internal Revenue Code of 1954 (26 U.S.C.A.). None of the organization’s assets shall be distributed to the benefit of any private individual, member, Trustee, Officer or employee of the organization.
ARTICLE X
PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert’s Rules of Order, newly revised, shall govern the organization in all cases to which they are applicable and in which they are not inconsistent with these By-Laws or with special rules which the organization may adopt. The President may appoint a parliamentarian to give advice on the By-Laws and on matters of parliamentary procedure.
ARTICLE XI
AMENDMENTS
Amendments to these By-Laws may be adopted at any meeting of the membership by a two-thirds majority of those members in attendance. The text of proposed amendment(s) must be circulated to the membership by post or electronic mail 10 business days in advance of the meeting.