BY-LAWS
OF
HALARI VISHA OSHWAL of AMERICA, INC.,
[A NEW JERSEY NONPROFIT CORPORATION]
TABLE OF CONTENTS
ARTICLE 1. OFFICES
SECTION 1.01 NAME
SECTION 1.02 PRINCIPAL OFFICE
SECTION 1.03 OTHER OFFICES
ARTICLE 2. MEMBERS
SECTION 2.01 ADMISSION TO MEMBERSHIP
SECTION 2.02 AUTOMATIC FORFEITURE AND REMOVAL
SECTION 2.03 PROPERTY RIGHTS
SECTION 2.04 LIABILITY OF MEMBERS
SECTION 2.05 TRANSFER, TERMINATION, AND REINSTATEMENT
SECTION 2.06 CERTIFICATES OF MEMBERSHIP
SECTION 2.07 ISSUANCE OF CERTIFICATES
SECTION 2.08 MEMBER CONTRIBUTIONS
ARTICLE 3. MEETING OF MEMBERS
SECTION 3.01 BIENNIAL MEETING OF MEMBERS
SECTION 3.02 SPECIAL MEETINGS OF MEMBERS
SECTION 3.03 PLACE OF SPECIAL MEETING OF MEMBERS
SECTION 3.04 NOTICE OF MEETINGS OF MEMBERS
SECTION 3.05 ACTION BY MEMBERS WITHOUT A MEETING OF MEMBERS
SECTION 3.06 QUORUM
SECTION 3.07 PROXIES
SECTION 3.08 VOTING BY MAIL
SECTION 3.09 VOTING RIGHTS GENERALLY OF MEMBERS
SECTION 3.10 VOTING RIGHTS OF MEMBERS FOR ELECTION OF TRUSTEES
ARTICLE 4. TRUSTEES
SECTION 4.01 NUMBER OF TRUSTEES
SECTION 4.02 QUALIFICATIONS OF TRUSTEES
SECTION 4.03 TERM OF OFFICE
SECTION 4.04 ATTENDANCE
SECTION 4.05 POWERS OF TRUSTEES
SECTION 4.06 REPLACEMENT OF TRUSTEES
SECTION 4.07 COMPENSATION
SECTION 4.08 MEETINGS OF TRUSTEES
SECTION 4.09 QUORUM; VALID ACTION
SECTION 4.10 ACTION BY WRITTEN CONSENT
SECTION 4.11 LIABILITY OF TRUSTEES
ARTICLE 5. OFFICERS
SECTION 5.01 DESIGNATION OF OFFICERS
SECTION 5.02 DELEGATION OF AUTHORITY
SECTION 5.03 ELECTION AND TERM OF OFFICE
SECTION 5.04 REMOVAL
SECTION 5.05 VACANCIES
SECTION 5.06 COMPENSATION
SECTION 5.07 PRESIDENT
SECTION 5.08 VICE-PRESIDENT
SECTION 5.09 TREASURER
SECTION 5.10 SECRETARY
SECTION 5.11 ASSISTANT TREASURERS AND ASSISTANT SECRETARIES
SECTION 5.12 REGIONAL REPRESENTATIVES
SECTION 5.13 TERMS OF OFFICE
ARTICLE 6. CONTRACTS; FUNDS; CHECKS
SECTION 6.01 CONTRACTS
SECTION 6.02 GIFTS AND CONTRIBUTIONS
SECTION 6.03 DEPOSITS
SECTION 6.04 CHECKS, DRAFTS, ORDERS FOR PAYMENT
ARTICLE 7. ACCOUNTANT, AUDIT, ANNUAL REPORTS
SECTION 7.01 ACCOUNTANT
SECTION 7.02 AUDITOR
SECTION 7.03 ANNUAL REPORTS
SECTION 7.04 REPORT OF CERTAIN EVENTS, TRANSACTIONS AND INDEMNIFICATIONS
ARTICLE 8. MISCELLENAEOUS
SECTION 8.01 BOOKS AND RECORDS
SECTION 8.02 FISCAL YEAR
SECTION 8.03 ELECTION PROCESS AND PROCEDURES
SECTION 8.04 CORPORATE SEAL
SECTION 8.05 WAIVER OF NOTICE
ARTICLE 9. AMENDMENTS
SECTION 9.01 POWER OF MEMBERS TO AMEND BY-LAWS
SECTION 9.02 POWER OF TRUSTEES TO AMEND BY-LAWS
SECTION 9.03 CERTIFICATION OF BY-LAWS
BY-LAWS
OF
HALARI VISHA OSHWAL of AMERICA, INC.,
[A NEW JERSEY NONPROFIT CORPORATION]
.
ARTICLE 1. OFFICES
Section 1.01 Name
The name of the corporation shall be HALARI VISA OSHWAL OF AMERICA, INC.,
Section 1.02 Principal Office
The principal office of the corporation in the State of New Jersey will be located at 198 Flocktown road, in the City of Long Valley, County of Morris
Section 1.03 Other Offices
The corporation may have such other offices, either within or without the State of New Jersey, as the board of trustees may from time to time determine. The corporation shall continuously maintain a registered office in the State of New Jersey and a registered agent having an address identical with the registered office. The registered office may be, but need not be, identical with the principal office. The registered agent may be changed from time to time by the board of trustees.
ARTICLE 2. MEMBERS
Any individual that makes contribution, conducts himself generally in accord with Halari Visha Oshwals, and agrees to be bound by the certificate of incorporation of this corporation, by these By-laws, and by such rules and regulations as the trustees may from time to time adopt, is eligible for membership in the corporation. Contribution made singly or with spouse shall be deemed as contribution by one and the same individual, which individual may be either spouse as first indicated by the couple. Any family whose is listed and has given information for the publication in the directory of Halari Visa Oshwal of America is automatically member of this corporation.
Section 2.01 Admission to Membership
The board of trustees will from time to time prescribe the form and manner in which application may be made for membership. The board is not obligated to accept membership of a person if it determines that membership is not in the best interest of the corporation.
Section 2.02 Automatic Forfeiture and Removal
Any person, whether a member, trustee, member of the Chairman’s Council or officer who is convicted in any jurisdiction, including overseas jurisdiction, for any crime of misdemeanor or felony, shall automatically forfeit his or her privileges, rights and disqualified from holding any form of position or office of the corporation.
Section 2.03 Property Rights
No member will have any right, title, or interest in any of the property or assets, including any earnings or investment income, if any, of the corporation, nor will any of such property or assets be distributed to any member on the dissolution or winding up of the corporation.
Section 2.04 Liability of Members
No member of this corporation will be personally liable for any of the corporation’s debts, liabilities, or obligations, nor will any member be subject to any assessment.
Section 2.05 Transfer, Termination, and Reinstatement
Membership in this corporation is non-transferable. Membership will terminate on the resignation or death of a member. It may also be suspended or terminated by the board for cause. A member, whose membership has been terminated other than for cause, may apply for reinstatement in the same manner as application is made for initial membership. The board shall, by resolution, establish a procedure to terminate, expel or suspend a member for cause.
Section 2.06 Certificates of Membership
The board of trustees may, but is not obligated to, provide for the issuance of certificates evidencing membership in the corporation, which will be in a form determined by the board. The name and address of each member and the date of issuance of the certificate, if any issued, will be entered on the records of the corporation. If any certificate becomes lost, mutilated, or destroyed, a new certificate may be issued to replace it on such terms and conditions as the board of trustees may determine.
Section 2.07 Issuance of Certificates
If the board of trustees provides for the issuance of certificates of membership, then, when a person has been elected to membership and has paid any dues that may then be required, the certificate will be issued in the name of and delivered to the new member by the Secretary.
Section 2.08 Member Contributions
The board of trustees may determine from time to time the amount of greater contribution for eligibility to a designated special class of membership of the corporation. Financial contribution shall, unless otherwise decided by the board, be in the form of United States dollars. Contribution applicable to a class of membership shall have been made prior to a member being admitted to that class of membership.
ARTICLE 3. MEETING OF MEMBERS
Section 3.01 Biennial Meeting of Members
A biennial meeting of members will be held at the principal office of the corporation or the board of trustees may designate from time to time by resolution appropriate place such as the annual gathering place. Appropriate for consideration at such meetings will be the election of trustees, and such other corporate business as may come before the meeting. If the election of trustees is not held on the day designated for a biennial meeting, or at any adjournment of such a meeting, the board of trustees will have the election held at a special meeting of members conducted as soon as may be convenient.
Section 3.02 Special Meetings of Members
Special meetings of members may be called by the President, the board of trustees, or not less than one-tenth of all members qualified to vote.
Section 3.03 Place of Special Meeting of Members
The board of trustees may designate any place, either within or outside the State of New Jersey, as the place of meeting for any special meeting of members. If no designation is made, the place of meeting will be the principal office of the corporation. However, if all members meet at any time and place, either within or outside the State of New Jersey, and consent to the holding of a meeting, that meeting will be valid without call or notice, and any corporate action may be taken at that meeting.
Section 3.04 Notice of Meetings of Members
Written or printed notice stating the place, day, and hour of any meeting of members will be delivered personally or by mail, including electronic mail, to each member entitled to vote at the meeting, not less than 10 and nor more than 60 days before the date of the meeting, by or at the direction of the President or persons calling the meeting. In the case of special meetings, or when required by these By-laws or by applicable law, the purpose or purposes for which the meeting is called must be stated in the notice. If sent by mail, a notice of meeting will be deemed delivered when deposited in the United States mail, certified and postage prepaid, addressed to the member at the member’s address as it appears on the records of the corporation at the time of mailing.
Section 3.05 Action by Members without a Meeting of Members
Subject to compliance with provisions of New Jersey Nonprofit Corporation Act, any action required or permitted to be taken at any meeting of members, other than the election of trustees, may be taken without a meeting upon the written consent of members of each class who would have been entitled to cast the minimum number of votes which would be necessary to authorize the action at a meeting at which all members entitled to vote thereon were present and voting.
Section 3.06 Quorum
More then 50% of the members will constitute a quorum at the meeting. If a quorum is not present at any meeting of members, a majority of those present may adjourn the meeting from time to time without further notice.
Section 3.07 Proxies
At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by the member’s duly authorized attorney in fact. No proxy will be valid after 11 months from its date of execution, unless otherwise provided in the proxy, but in no event shall a proxy be valid for more than 3 years.
Section 3.08 Voting by Mail
Election of trustees by members may be conducted by electronic or regular mail in a manner determined by the board of trustees.
Section 3.09 Voting Rights Generally of Members
Each member will be entitled to one vote.
Section 3.10 Voting Rights of Members for Election of Trustees
a. At an election of trustees each member entitled to vote at the election shall have the right to cast vote for as many persons as there are for trustees to be elected and for whose election the member has a right to vote.
b. The candidates for trustee receiving the highest number of votes up to the number of trustees to be elected will be deemed to be elected.
- In the event of any deadlock of votes, the trustees elected by each class as aforesaid shall collectively by a majority vote among themselves to cast an additional or deciding vote.
ARTICLE 4. TRUSTEES
Section 4.01 Number of Trustees
The authorized number of trustees of this corporation shall be 5, of which 2 shall be from general members and rest of the three shall be the president, the secretary and the treasurer.
Section 4.02 Qualifications of Trustees
In any event of death, disability, resignation or removal of a trustee who is a Member, the position previously occupied by that trustee shall become eligible to be filled in by an additional Announced Trustee.
Section 4.03 Term of Office
Notwithstanding anything contained to the contrary in these By-laws, the trustees named in the certificate of incorporation as the first board of trustees will hold office until the first biennial meeting of the members and until their successors are elected and qualified. Thereafter, the term of office of each trustee shall be three years, until the next biennial meeting of members and until the qualification of a successor in office.
Section 4.04 Attendance
If a trustee is absent for four consecutive regular meetings, that trustee shall be deemed to have resigned and his position shall be deemed to have become vacant for the remainder of his term or until the vacancy is filled pursuant to Section 4.09 of these By-laws. The minutes shall note, due to extenuating circumstances, any excused absences.
Section 4.05 Powers of Trustees
Except as otherwise provided in the certificate of incorporation, or by applicable law, the powers of this corporation will be exercised, its properties controlled, and its affairs conducted by the board of trustees, which may delegate the performance of any duties or the exercise of any powers to such officers and agents as the board may from time to time, by resolution, designate. A trustee acts as part of the board of trustees and has no individual authority to act on behalf of, or bind, the corporation. Except as otherwise specified in these By-laws, the trustees direct, but do not perform, the corporation’s activities.
Section 4.06 Replacement of Trustees
a. Whenever a vacancy exists on the board of trustees after the constitution of the board whether by death, disability, resignation, or otherwise, then subject to the provisions of Section 4.04, the vacancy may be filled by appointment of a new trustee by the President of the corporation, and if that power is not exercised within 60 days after the President receives notice of the vacancy, by appointment by a majority of the remaining trustees at a regular or special meeting of the board. Any person appointed or elected to fill the vacancy of a trustee shall have been recommended by the Nomination Committee of the board and will, subject to the provisions of Section 4.04, generally have similar qualifications as were required of the trustee whose office was vacated.
b. Any trustee may be removed, with or without cause, by the vote of greater than three-fourths of the members of the board of trustees at a special meeting called for that purpose. At any such meeting, any vacancy caused by the removal may be filled as set forth in sub-section (a).
c. Any person appointed or elected to fill a vacancy in the board of trustees will hold office for the unexpired term of his or her predecessor in office, subject to the power of removal set forth above
Section 4.07 Compensation
No member of the board of trustees will receive any compensation from the corporation.
Section 4.08 Meetings of Trustees
a. Meetings will be held at such place or places as the board of trustees may from time to time by resolution designate; in the absence of such designation, at the corporation’s principal office.
b. Notice of meetings will be signed by the Secretary and mailed to each trustee and Chairman’s Council member at the address last recorded on the books of the corporation, not less than 5, nor more than 60 days before the date of the meeting. In the event a meeting schedule has been previously announced at a meeting of the trustees, that meeting schedule shall constitute sufficient legal notice; any subsequent notice, if given, shall be normally given as a reminder.
c. The President may, as the President deems necessary, and the Secretary will, if requested in writing by a majority of members of the board of trustees, call a special meeting of the board. In such event, 5 days written notice to each trustee will be sufficient.
d. Members of the board of trustees, or any committee thereof, may participate in meeting by means of conference telephone calls or similar communication equipment which enables all participants to speak and hear each other.
e. All meetings of the board of trustees will be governed by Robert’s Rules of Order, including such revisions of those rules as may from time to time be published, except as those rules are inconsistent with these By-laws, the certificate of incorporation of this corporation, or with applicable law.
Section 4.09 Quorum; Valid Action
a. Each member of the board of trustee shall have one vote on all matters which come before the board.
b. A majority of the board of trustees will constitute a quorum for the transaction of business at any meeting of the board. However, if less than a majority of the trustees are present at any meeting, a majority of the trustees present may adjourn the meeting from time to time without further notice. In the event the President or Secretary is not present at any meeting, the trustees shall elect a presiding officer, who if the Vice-President is present, shall be the Vice-President, and a temporary secretary for that meeting.
c. Except as may otherwise be provided in these By-laws, or in this corporation’s certificate of incorporation, or by applicable law, the act of a majority of the entire board present at any meeting at which a quorum is present will be the act of the board of trustees; provided, however, that with respect to Major Decisions, the act of 2/3rd of the entire board will be the act of the board. As used in these By-laws, Major Decisions are actions to adopt, amend or repeal any by-law of the corporation or the certificate of incorporation of the corporation; elect, appoint or remove any trustee or officer of the corporation; adopt a plan of merger or consolidation with another corporation; authorize the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the corporation; authorize the sale, lease, exchange, removal, authorize the organization or dissolution of chapters, subsidiaries or affiliates; engagement in any business for profit; authorize the voluntary dissolution of the corporation or revoke proceedings therefor; adopt a plan for the distribution of the assets of the corporation; amend, alter or repeal any resolution of the board of trustees; or as otherwise provided by law.
Section 4.10 Action by Written Consent
No meeting need be held by the board to take any action required or permitted to be taken by applicable law if all members of the board individually or collectively consent in writing to such action, and the written consent or consents is filed with the minutes of the proceedings of the board. Action by written consent will have the same force and effect as action by unanimous vote of the trustees. Any certificate or other document filed under any provision of applicable law which relates to action so taken will state that the action was taken by unanimous written consent of the board of trustees without a meeting, and that the By-laws authorize the trustees to so act. The statement will be prima facie evidence of such authority. A facsimile shall be deemed original.
Section 4.11 Liability of Trustees
The trustees of this corporation will not be personally liable for its debts, liabilities, or other obligations.
ARTICLE 5. OFFICERS
Section 5.01 Designation of Officers
a. The corporation’s officers will be a President, one or more Vice-presidents (as determined by the board of trustees), a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of this Article 5.
b. The board of trustees may elect or appoint such other officers, including one or more assistant secretaries, and one or more assistant treasurers, as it deems desirable, and such officers shall have the authority and perform the duties prescribed, from time to time, by the board of trustees.
c. Any two or more offices may not ordinarily be held by the same person; the offices of President and Secretary may not be held by the same person at any time.
Section 5.02 Delegation of Authority
Schedule 5.02 sets forth suggested guidelines for the delegation of authority to the officers of the corporation, which delegation shall be confirmed by resolution by each board of trustees constituted after the biennial meeting of members. At each such meeting, the board shall have the authority by resolution to expand, limit or condition the exercise of authority granted to the officers. In the absence of board resolution, the officers shall exercise all authority customarily exercised by officers in a corporation.
Section 5.03 Election and Term of Office
The corporation’s officers will be elected biennially by the members at a regular meeting. If the election of officers is not held at the meeting is constituted, the election will be held as soon as may be convenient. New offices may be created and filled at any meeting of the board. Each officer will hold office until the officer’s successor has been duly elected and has been qualified.
Section 5.04 Removal
The board of trustees may remove any officer elected or appointed by the board whenever in its judgment the corporation’s interests would be best served. The removal will be without prejudice to the contract rights, if any, of the officer so removed.
Section 5.05 Vacancies
A vacancy in any office, whether due to death, resignation, removal, disqualification, or otherwise, may be filled by the board of trustees for the unexpired portion of the term.
Section 5.06 Compensation
Officers shall be entitled to such reasonable compensation for their services as the board may from time to time decide.
Section 5.07 President
The President will be the corporation’s chief executive officer, and will exercise general supervision and control over all activities of the corporation. The President:
a. Shall attend all meetings of trustees;
b. Shall sign, with the Treasurer or other officer duly authorized by the board of trustees, any deeds, mortgages, bonds, contracts, or other instruments the execution of which has been authorized by the board of trustees, except in cases where the signing and execution of such instruments has been expressly delegated to the President or to some other officer or agent of the corporation by these By-laws or applicable law; and
c. Shall perform all other duties generally incident to the office of president and chief executive officer of a corporation and such other duties as prescribed herein or hereinafter by the board of trustees.
Section 5.08 Vice-president
In the absence of the President or in the event of the President’s inability or refusal to act, the Vice-president or vice-presidents in the order of their seniority will perform the duties of the chief executive officer of the corporation, and when so acting, will have all the powers of, and be subject to all the restrictions on, such President. In the event there shall be elected more than one Vice-presidents, the board shall designate one as senior.
A Vice-president will perform any additional duties as may from time to time be assigned to him or her by the President. If a vice-president is not a trustee and is required to act in the absence of the President or in the event of the President’s inability or refusal to act, the Vice-president shall consult with and obtain concurrence of the other vice-president, if any, or the Treasurer before taking an action and shall promptly notify in writing the President of action taken.
Section 5.09 Treasurer
The Treasurer will
a. Have charge and custody of and be responsible for, all funds, valuables and securities of the corporation;
b. Receive and give receipts for moneys due and payable to the corporation from any source and deposit all such moneys in the corporation’s name in such banks, trust companies, or other depositaries as selected by the board of trustees;
c. Maintain a record of incoming members of the corporation and communicate the same to the Secretary;
d. Perform all duties generally incidental to the office of treasurer and such other duties as may from time to time be assigned to the Treasurer by the President or by the board of trustees; and
e. If so required by the board of trustees, the Treasurer will give a bond for the faithful discharge of the Treasurer’s duties in such sum and with such surety or sureties as the board of trustees may deem appropriate.
Section 5.10 Secretary
The Secretary will:
a. Keep the minutes of meetings of members and of the board of trustees and the committees of the board of which it is a member, in one or more books designated for that purpose;
b. See that all notices are duly given in accordance with these By-laws or as required by law;
c. Be custodian of the corporate records and of the corporate seal;
d. Keep the membership book containing the names and addresses of all members and trustees of the corporation, and with respect to any membership which has been terminated, record that fact together with the date of termination; and
e. Exhibit to any trustee of the corporation, or to a trustee’s agent, or to any person or agency authorized by law to inspect them, at all reasonable times and on demand, these By-laws, the certificate of incorporation, the membership book, the minutes of any meeting, and other records of the corporation.
Section 5.11 Assistant Treasurers and Assistant Secretaries
The assistant treasurers and assistant secretaries, in general, will perform the duties assigned to them by the board of trustees, the President, the Treasurer, or the secretary of the corporation. If so required by the board of trustees, the assistant treasurers will give bonds for the faithful discharge of their duties in such sums and with such sureties as the board of trustees deem appropriate.
Section 5.12 Regional representatives
Regional representative members of the corporation act as liaison of the corporation to the local communities and carry out the corporate goals and mission to the local communities and time to time report back to the president and the web master of the progress of their region.
Section 5.13 Terms of Office
a. The term generally will be of two years however each member of a standing committee, including the Executive Committee, if formed, will continue as such until the next biennial meeting of members of the corporation and until his or her successor is appointed, or unless such member be removed or cease to qualify as a member of the committee.
b. Each member of an ad hoc committee or a committee formed by the President will continue as such until the next biennial meeting of members of the corporation or the term of the committee, which ever is earlier, and until his or her successor is appointed, unless such member be removed or cease to qualify as a member of the committee.
ARTICLE 6. CONTRACTS; FUNDS; CHECKS
Section 6.01 Contracts
The board of trustees may, by resolution duly adopted, authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these By-laws, to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be confined to specific instances.
Section 6.02 Gifts and Contributions
The board of trustees or the Executive Committee of the board, if one is formed, may:
a. Accept on behalf of the corporation any contribution, gift, bequest, or devise of any type of property (“donations”), for the general and special charitable purposes of the corporation, on such terms as the board or Committee approve;
b. Hold such donations in the name of the corporation or of such nominee or nominees as the board or committee may appoint;
c. Collect and receive the income from such donations;
d. Devote the principal or income from the donations to whatever benevolent and charitable purposes the board or Committee may determine;
e. Enter into an agreement with any donor to continue to devote the principal or income from the donation to such particular purpose as the donor may designate and after approval of such agreement by the board or Committee devote the principal or income from that donation according to the agreement.
Section 6.03 Deposits
All funds of the corporation will be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositaries selected by the board of trustees.
Section 6.04 Checks, Drafts, Orders for Payment
All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the corporation’s name will be signed by such officer or officers, agent or agents of the corporation and in such manner as determined by the board of trustees by resolution. Absent this determination, the instruments will be signed by the Treasurer or an assistant treasurer, and countersigned by the President of the corporation.
ARTICLE 7. ACCOUNTANT, AUDIT, ANNUAL REPORTS
Section 7.01 Accountant
The corporation shall have a book-keeper who shall keep and maintain the books and records of account of the corporation, compute employment and other taxes to be paid, reports and returns to be filed to any governmental authority, and prepare quarterly and annual financial statements of the corporation. The book-keeper need not be the Treasurer.
Section 7.02 Auditor
The board of trustees shall appoint each fiscal year a certified public accountant that shall audit the books and records of account of the corporation and submit to the board a report no later than 90 days after the end of a fiscal year. An auditor shall continue to be the auditor of the corporation unless it resigns or is removed.
Section 7.03 Annual Reports
a. Not later than 60 days after the close of the fiscal year of the corporation, the President shall cause an un-audited annual report to be sent to all trustees. Such report shall consist of the following information in reasonable detail: (i) the assets and liabilities of the corporation as at the end of the fiscal year, (ii) the principal changes in assets and liabilities during the fiscal year, (iii) the review of receipts of corporation for the fiscal year, (iv) the expenses or disbursements of the corporation during the fiscal year, and (v) any information required by Section 8.04.
b. Not later than 90 days after the close of the fiscal year of the corporation, the corporation shall cause (i) an annual report, duly audited by a certified public accountant, and (ii) copy of any tax or other annual return or report to be filed with any governmental authority, to be sent to all trustees.
c. In each year in which there shall be held a biennial election of trustees, there shall be presented by the President, in addition to any other reports identified in this Article 8, all of the reports identified in this Article 8 for each of the completed quarters preceding the election and a statement as to any material changes through the date of election.
Section 7.04 Report of Certain Events, Transactions and Indemnifications
The corporation shall prepare at least annually and furnish to each trustee the following, all in reasonable detail, in addition to any other statement or information the President deems fit or the board of trustees determine appropriate from time to time, to be submitted: (i) a statement of any transaction to which the corporation was a party and in which a trustee or officer of the corporation had a direct or indirect material financial interest if such transaction or transactions in the aggregate involved an expense of over $25,000, (ii) a statement of any indemnifications or advances aggregating more than $10,000 paid during the fiscal year or any officer, trustee or agent of the corporation pursuant to the indemnification provisions of the corporation’s certificate of incorporation or these By-laws, (iii) a statement of any actual or threatened legal or regulatory action, dispute, suit or proceeding to which the corporation or any of its officers is or may be a party, and (iv) a statement showing the current status of all insurance policies currently maintained by the corporation together with dates of expiration, premium paid and due, and extent of coverage purchased.
ARTICLE 8. MISCELLENAEOUS
Section 8.01 Books and Records
The corporation will at all times prepare and maintain (i) adequate and correct books and records of account, (ii) minutes in written form of the proceedings of the board and committees of the board, and (iii) a written record of its members, giving the names and addresses and the class of membership held. The foregoing books and records of the corporation and any other books and records permitted by these By-laws or applicable law, may be inspected by any trustee, or the duly authorized agent or attorney of the trustee, at any reasonable time. To the fullest extent permitted under applicable law, books and records of the corporation open to inspection by a member under applicable law, may be inspected by any member at the principal office of the corporation at any reasonable time. Unless otherwise required by applicable law, the right of a member to inspect does not include the right to make copies but includes the right to make extracts of documents.
Section 8.02 Fiscal Year
The fiscal year of the corporation will begin on the first day of January and end on the last day of December in each year.
Section 8.03 Election Process and Procedures
Except as otherwise set forth in these By-laws, all elections held shall follow the guidelines set forth in Schedule 6.05 attached hereto.
Section 8.04 Corporate Seal
The board of trustees will provide a corporate seal as determined in the first meeting of the initial board of trustees.
Section 8.05 Waiver of Notice
Whenever any notice is required to be given under the provisions of the [Nonprofit Corporation Act of New Jersey] or under the provisions of the certificate of incorporation or the By-laws of this corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, will be deemed equivalent to the giving of such notice.
ARTICLE 9. AMENDMENTS
Section 9.01 Power of Members to Amend By-laws
These By-laws may be amended, repealed, or added to, or new By-laws may be adopted by the vote or written consent of a two third majority.
Section 9.02 Power of Trustees to Amend By-laws
Subject to any limitations set forth in the certificate of incorporation, these By-laws, and the [Nonprofit Corporation Act of New Jersey], concerning corporate action that must be authorized or approved by the members of the corporation, these By-laws may be amended, repealed, or added to, or new By-laws may be adopted, by a resolution of two-thirds of all members of the board of trustees.
Section 9.03 Certification of By-laws
The initial By-laws shall be certified by the incorporator and confirmed by the initial Secretary, and each time there shall be an amendment, an amended version of the By-laws shall be certified by the Secretary, by affixing his or her signatures and the date of adoption below.
Directory Listing Update Form
