ARTICLE I - OFFICES - Microsoft



BYLAWSOFROTARY DISTRICT 7475 FOUNDATIONA NJ NONPROFIT CORPORATIONAs adopted by the Trustees on May 22, 2019 and as further revisedApril 14, 2020Table of Contents TOC \o "1-3" \h \z \u ARTICLE I - OFFICES PAGEREF _Toc36381879 \h 4Section 1.Principal Office PAGEREF _Toc36381880 \h 4ARTICLE II - NONPROFIT PURPOSES PAGEREF _Toc36381881 \h 4Section 1. Charitable Entity Restrictions PAGEREF _Toc36381882 \h 4Section 2.SPECIFIC OBJECTIVES AND PURPOSES PAGEREF _Toc36381883 \h 4Section 3. CONFLICTS OF INTEREST PAGEREF _Toc36381884 \h 5Section 4. CORPORATE YEAR PAGEREF _Toc36381885 \h 5ARTICLE III - TRUSTEES PAGEREF _Toc36381886 \h 5Section I. Number PAGEREF _Toc36381887 \h 5Section 2. QUALIFICATIONS PAGEREF _Toc36381888 \h 5Section 3. POWERS PAGEREF _Toc36381889 \h 5Section 4. DUTIES PAGEREF _Toc36381890 \h 6Section 5.TERM OF OFFICE PAGEREF _Toc36381891 \h 6Section 6. COMPENSATION PAGEREF _Toc36381892 \h 6Section 7. PLACE AND FORM OF MEETINGS PAGEREF _Toc36381893 \h 6Section 8.REGULAR MEETINGS PAGEREF _Toc36381894 \h 6Section 9. SPECIAL MEETINGS PAGEREF _Toc36381895 \h 7Section 10. NOTICE OF MEETINGS PAGEREF _Toc36381896 \h 7Section 11.QUORUM FOR MEETINGS PAGEREF _Toc36381897 \h 7Section 12. MAJORITY ACTION AS BOARD ACTION PAGEREF _Toc36381898 \h 7Section 13. CONDUCT OF MEETINGS PAGEREF _Toc36381899 \h 8Section 14.VACANCIES PAGEREF _Toc36381900 \h 8Section 15. NON-LIABILITY OF TRUSTEES PAGEREF _Toc36381901 \h 8Section 16. INDEMNIFICATION BY CORPORATION OF TRUSTEES AND OFFICERS PAGEREF _Toc36381902 \h 8Section 17.OTHER INSURANCE FOR CORPORATE AGENTS PAGEREF _Toc36381903 \h 8ARTICLE IV - OFFICERS PAGEREF _Toc36381904 \h 9Section 1. DESIGNATION OF OFFICERS PAGEREF _Toc36381905 \h 9Section 2. ELECTION AND TERM OF OFFICE PAGEREF _Toc36381906 \h 9Section 3. REMOVAL AND RESIGNATION PAGEREF _Toc36381907 \h 9Section 4. VACANCIES PAGEREF _Toc36381908 \h 9Section 5. DUTIES OF THE PRESIDENT PAGEREF _Toc36381909 \h 9Section 6.DUTIES OF THE VICE PRESIDENT PAGEREF _Toc36381910 \h 10Section 7. DUTIES OF THE SECRETARY PAGEREF _Toc36381911 \h 10Section 8. DUTIES OF THE TREASURER PAGEREF _Toc36381912 \h 10Section 9. COMPENSATION PAGEREF _Toc36381913 \h 11ARTICLE V - EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS PAGEREF _Toc36381914 \h 11Section I. EXECUTION OF INSTRUMENTS PAGEREF _Toc36381915 \h 11Section 2. CHECKS AND NOTES PAGEREF _Toc36381916 \h 11Section 3. DEPOSITS PAGEREF _Toc36381917 \h 12Section 4. GIFTS PAGEREF _Toc36381918 \h 12ARTICLE VI - CORPORATE RECORDS PAGEREF _Toc36381919 \h 12Section I. MAINTENANCE OF CORPORATE RECORDS PAGEREF _Toc36381920 \h 12Section 2. TRUSTEES' INSPECTION RIGHTS PAGEREF _Toc36381921 \h 12Section 3. RIGHT TO COPY AND MAKE EXTRACTS PAGEREF _Toc36381922 \h 12Section 4. PERIODIC REPORT PAGEREF _Toc36381923 \h 13ARTICLE VII - AMENDMENT OF BYLAWS PAGEREF _Toc36381924 \h 13Section I. AMENDMENT PAGEREF _Toc36381925 \h 13ARTICLE VIII - CONSTRUCTION AND TERMS PAGEREF _Toc36381926 \h 14ARTICLE I - OFFICESSection 1.Principal OfficeThe principal office of the corporation is located at 15 Broadway, Denville, NJ 07834.ARTICLE II - NONPROFIT PURPOSESSection 1. Charitable Entity Restrictionsa. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to, its members, trustees, officers or other private persons, except that the organization 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 the purpose clause, above.b. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of this document, the corporation shall not carry on any other activities not permitted to be carried on by :(a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c) (2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.c. Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation 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 such purposes.Section 2.SPECIFIC OBJECTIVES AND PURPOSESThe specific objectives and purposes of this corporation shall be to solicit, collect and otherwise raise money for charitable purposes to support projects to assist the general public in the State of New Jersey, the United States and internationally at their time of need in order to advance world understanding, goodwill and peace through the improvement of health, the support of education and the alleviation of poverty and to make distributions to organizations that qualify as exempt organizations under section 501(c)(3). The Corporation will also train and educate Rotarians to better implement our objectives.Section 3. CONFLICTS OF INTERESTThe corporation shall not enter into any transaction or arrangement that might benefit the private interest of any officer or trustee of this corporation, or that violates any applicable state and federal laws governing conflict of interest application to nonprofit and charitable organizations. The Board of Trustees shall adopt policies and procedures as appropriate and necessary to ensure the corporation operates in a manner consistent with its charitable purposes and does not engage in activities that could jeopardize its tax-exempt status.Section 4. CORPORATE YEARThe corporation's year shall align with the Rotary International year and shall begin on July 1 and end on June 30.ARTICLE III - TRUSTEESSection I. NumberThe corporation shall have at least five (5) trustees elected by the trustees and four (4) trustees who shall be the current District Governor, the immediate Past District Governor, District Governor Elect, and the District Governor Nominee, all of whom shall be known as the Board of Trustees. One trustee will be elected at the annual meeting to be the Chair of the board, however, the District Governor, District Governor Elect, and District Governor Nominee shall not be eligible for this election. The sitting District Governor shall be known as the President, and the immediate past District Governor will be known as the Vice President. The Treasurer will be elected to a three year term and also be a member of the Board of Trustees with full voting powers.Section 2. QUALIFICATIONSTrustees shall be active Rotarians and members of a Rotary club in District 7475.Section 3. POWERSSubject to the provisions of the laws of this state and any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the members of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Trustees.Section 4. DUTIESIt shall be the duty of the trustees to:Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws;Elect their successors, as the corporation has no members;Appoint and remove, employ and discharge, and except as otherwise provided in the Bylaws, prescribed the duties and fix the compensation, if any, of all officers, agents and employees of the corporation;Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly;Meet at such times and places as required by these Bylaws;Register their addresses with the secretary of the corporation, and notices of meetings mailed or telegraphed to them as such addresses shall be valid notices thereof.Section 5.TERM OF OFFICEEach trustee shall hold office for one (I) year.Section 6. COMPENSATIONTrustees shall serve without compensation, except that reasonable expense reimbursement, relating to operation of the corporation, may be authorized by the Board of Trustees.Section 7. PLACE AND FORM OF MEETINGSMeetings shall be held at the principal office of the corporation unless otherwise provided by the board or at such other places as may be determined by the Board of Trustees. Members may attend meetings in person, by computer conference or by telephone. Members attending by electronic means may vote.Members may also be queried by email and votes will be accepted by return email.Section 8.REGULAR MEETINGSRegular meetings of the Board of Trustees shall be held at least quarterly at such time as the Board of Trustees shall determine. The annual meeting shall be normally held in May or June and not later than June 30.Section 9. SPECIAL MEETINGSSpecial meetings of the Board of Trustees may be called by the Chair or by any two (2) trustees. Such meetings shall be held at the principal office of the corporation or at the place designated by the person or persons calling the special meeting.Section 10. NOTICE OF MEETINGSUnless otherwise provided by the Articles of Incorporation, by these Bylaws, or under any provisions of law, the following provisions shall govern the giving of notice for meetings of the Board of Trustees:? Form of Notice: Such notice may be oral or written, may be given personally, by first class mail, by telephone, electronically, or by facsimile machine, and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting. The Trustee to be contacted shall acknowledge personal receipt of the notice by return message or telephone call within twenty-four (24) hours.? Regular meetings . No notice need be given of any regular meeting of the Board of Trustees except as may be required elsewhere in these Bylaws.? Special meetings: At least one (I) week prior notice shall be given by the Secretary of the corporation to each Trustee of each special meeting of the Board. ? Waiver of notice: Whenever any notice of a meeting is required to be given to any Trustee of this corporation under provisions of the Articles of Incorporation, these Bylaws, or the law of this state, a waiver of notice in writing signed by the Trustee, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.Section 11.QUORUM FOR MEETINGSA quorum shall be a majority of the trustees then in office. Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.Section 12. MAJORITY ACTION AS BOARD ACTIONEvery act or decision done or made by a majority of the trustees present at a meeting duly held at which a quorum is present is the act of the Board of Trustees, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the board.Section 13. CONDUCT OF MEETINGSMeetings of the Board of Trustees shall be presided over by the Chair of the Board of Trustees or, in his or her absence, by a Chairperson chosen by a majority of the trustees present at the meeting. The Secretary of the corporation shall act as a secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting.Section 14.VACANCIESVacancies on the Board of Trustees shall exist (a) on the death, resignation or removal of any trustee, and (b) whenever the number of authorized trustees is increased.Any trustee may resign effective upon giving written notice to the President, the Secretary, or to the Board of Trustees, unless the notice specifies a later time for the effectiveness of such resignation. No trustee may resign if the corporation would then be left without a duly elected trustee or trustees in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency.Trustees may be removed from office, with or without cause, as permitted by and in accordance with the laws of the state, or by vote of a majority of the remaining trustees. Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or provisions of law, vacancies on the board may be filled by approval of the Board of Trustees. If the number of trustees then in office is less than a quorum, a vacancy on the board may be filled by approval of a majority of the trustees then in office or by a sole remaining trustee. A person elected to fill a vacancy on the board shall hold office until the next election of the Board of Trustees or until his or her death, resignation, or removal of the office.Section 15. NON-LIABILITY OF TRUSTEESThe trustees shall not be personally liable for debts, liabilities, or other obligations of the corporation.Section 16. INDEMNIFICATION BY CORPORATION OF TRUSTEES AND OFFICERSThe Rotary International U.S. Clubs and Districts Liability Insurance Program provides the trustees and officers of the corporation with Directors & Officers and Employment Practices Liability Insurance. The terms and limitations of that insurance are available through Rotary International.Section 17.OTHER INSURANCE FOR CORPORATE AGENTSExcept as may be otherwise provided under provisions of law, the Board of Trustees may adopt a resolution authorizing the purchase and maintenance of other insurance on behalf of any agent of the corporation (Including a trustee, officer, employee, or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, the Bylaws or provisions of law.ARTICLE IV - OFFICERSSection 1. DESIGNATION OF OFFICERSThe officers of the corporation shall be a President, Vice President, Secretary, and Treasurer.Section 2. ELECTION AND TERM OF OFFICEThe Secretary and Treasurer shall be elected by the trustees; the President and Vice President shall hold office through their respective positions of District Governor and Past District Governor of Rotary District 7475. The President, Vice President and Secretary will hold a term of one (I) year. The Treasurer will hold a term of 3 years.Section 3. REMOVAL AND RESIGNATIONAny officer may be removed, either with or without cause, by the Board of Trustees, at any time. Any officer may resign at any time by giving written notice to the Board of Trustees or the President or the Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Trustees relating to the employment of any officer of the corporation.Section 4. VACANCIESAny vacancies cause by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Trustees. In the event of a vacancy in any office other than that of the Chair, such vacancy may be filled temporarily by appointment of a qualified individual by the Chair until such time as the trustees shall fill the vacancy by majority vote. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine.Section 5. DUTIES OF THE PRESIDENTThe current district governor of District 7475 shall be appointed as President. The President shall be subject to the control of the Board of Trustees, and shall perform such duties as may be required by law, by the Articles of Incorporation, by these Bylaws, or that may be prescribed from time to time by the Board of Trustees. Section 6.DUTIES OF THE VICE PRESIDENTThe current immediate past district governor shall be appointed as Vice President, if qualified to serve as a Trustee pursuant to Article Three, Section Two. In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have the powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Trustees.Section 7. DUTIES OF THE SECRETARYIn general, the Secretary shall perform all duties incident to the office of the secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Trustees. The Secretary shall:Certify and keep the original, or a copy, of these Bylaws as amended or otherwise altered to date.Keep a book of minutes of all meetings of the trustees, and, if applicable, meetings of committees of trustees, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceeding thereof.See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.Be custodian of the records and of the seal of the corporation and affix the seal, as authorized by law or the provisions of these Bylaws, to duly executed documents of the corporation.Exhibit at all reasonable times to any trustee of the corporation, or to his or her or attorney, on request therefore, the Bylaws, and the minutes of the proceedings of the trustees of the corporation.Section 8. DUTIES OF THE TREASURERIn general, the Treasurer shall perform all duties incident to the office of the treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Trustees. The Treasurer shall:Have charged custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Trustees.Receive, and give receipt for, moneys due and payable to the corporation from any source whatsoever.Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Trustees, taking proper vouchers for such disbursements.Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.Exhibit at all reasonable times the books of account and financial records to any trustee of the corporation, or to his or her agent or attorney, on request therefore.Render to the Chair and trustees, whenever requested, an account of any or all of his or her transactions as treasurer and of the financial condition of the corporation.Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports, as well as all required annual tax filingsSection 9. COMPENSATIONThe officers shall serve without compensation except that reasonable expense reimbursement, relating to operation of the corporation, may be authorized by the Board of Trustees.ARTICLE V - EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDSSection I. EXECUTION OF INSTRUMENTSThe Board of Trustees, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or 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, no officer, agent or employee shall have any authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount. Use of the Foundation is confirmed by the completion of the foundation’s Project Acceptance Agreement. All contracts for which the Foundation has liability shall be signed by the Chair or, in the Chair’s absence, by the President or Vice President (as designated on the form) and, where applicable, the event chair. For events where the foundation handles only the funding, the organization running the event must sign an agreement whereby the foundation is held harmless.Section 2. CHECKS AND NOTESExcept as otherwise specifically determined by resolution of the Board of Trustees, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Treasurer, or in the Treasurer’s absence, by the President, the Vice President or the Chair of the Board of Trustees. Checks in excess of $3,000.00 require two signatures from among the four positions designated above.Section 3. DEPOSITSAll funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Trustees may select.Section 4. GIFTSThe Board of Trustees may accept on behalf of the corporation any contributions, gifts, bequest, or devise for the nonprofit purpose of this corporation.ARTICLE VI - CORPORATE RECORDSSection I. MAINTENANCE OF CORPORATE RECORDSThe corporation shall keep at its principal office:Minutes of all meetings of trustees indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;A copy of the corporation's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection at all reasonable times during office hours.Section 2. TRUSTEE INSPECTION RIGHTSEvery trustee shall have the absolute right at any reasonable time to inspection and copy all books, records and documents of every kind and to inspect the physical properties of the corporation and shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.Section 3. RIGHT TO COPY AND MAKE EXTRACTSAny inspection under the provisions of this Article may be made in person or by agent or attorney at the right to inspection shall include the right to copy and make extracts.Section 4. PERIODIC REPORTThe board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state within the time limits set by law.ARTICLE VII - AMENDMENT OF BYLAWSSection I. AMENDMENTThese Bylaws may be amended or repealed at any regular meeting or special meeting of the Board of Trustees, a quorum being present, by a two-thirds affirmative vote of all Trustees then in office, provided that notice of such proposed amendment shall have been given to each member at least fourteen (14) days before such meeting and in the manner specified in Article III, Section 10, Notice of Meetings, as modified herein.The notice of meeting shall state the place, date, and hour of meeting; the purpose of the meeting; the current language of the Article in which the proposed change occurs; the proposed language to be added identified by underlined text thus, and text proposed for deletion to be indicated by strikeout thus; the rationale for each proposed amendment; the name of the proposer who must be a member of the Board of Trustees; and the opinion and recommendation of any committee that may have been charged with reviewing the proposal(s).No member of the Board of Trustees may vote on the proposed change(s) unless :(a) that member is physically present at the meeting, or (b) that member is participating via two-way electronic means such that the member hears all discussion and is able to participate in that discussion and vote on the proposed change(s).Any proposed change(s) to the Bylaws approved by the Board of Trustees shall be incorporated in the Bylaws by the Secretary or by such other officer as designated by the Chair and distributed to the Board of Trustees within thirty days of adoption of the amendment(s). The Bylaws shall bear the date of all approved amendments in the form “As Amended by the Board of Trustees on (date)”, with the oldest entry appearing first and the remaining approved amendments appearing in chronological order following that first entry.ARTICLE VIII - CONSTRUCTION AND TERMSIf there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provisions of the Articles of Incorporation shall govern.Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation filed with an officer of this state and used to establish the legal existence of this corporation.All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.--|--Original adoption May 22, 2019As amended by the Trustees on December 19, 2019As further amended by the Trustees on March 10, 2020As further amended by the Trustees on April 14, 2020 ................
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