Governing Documents

AMENDED & RESTATED BYLAWS OF THE FOLK PROJECT (1)

ARTICLE I

NAME AND PURPOSE

§1. Name. The name of the corporation is The Folk Project (the “Corporation”). It is a nonprofit corporation incorporated in the State of New Jersey and organized under the New Jersey Nonprofit Corporation Act, as amended (the “Act”). The name of the Corporation will not be used to support any activity without the approval of the board of directors of this Corporation  (the “Board”). 

§2. Purpose.  The nature of the activities to be conducted and the purposes to be promoted or carried out by the Corporation shall be the activities and purposes enumerated in its certificate of incorporation, as amended from time to time. (Attached to the bottom of this page.)


ARTICLE II

OFFICES AND REGISTERED AGENT

§l. Registered Office.  The address of the registered office of the Corporation in New Jersey shall be as registered with the State of New Jersey, Department of Treasury, and shall be at such location as the Board may from time to time determine.

§2. Other Offices.  The Corporation may also have offices at such other places within or outside the State of New Jersey as the Board may from time to time designate and as the business of the Corporation may require.

§3. Registered Agent.  The agent of the Corporation registered with the State of New Jersey shall have an address identical with the registered office of the Corporation. The registered agent shall ensure that the Corporation files an annual report with the State of New Jersey and remains in good standing.


ARTICLE III

MEMBERS

§1.  Qualifications; Eligibility.  The Corporation shall have members (“Members”) with the rights and obligations set forth in this Article III and such members shall have certain additional rights and obligations as may from time to time be determined by the Board. Membership in the Corporation is open to all persons at least 18 years of age interested in folk music, folk literature, and/or the folk arts who support the mission and purposes of the Corporation and who submit an application and dues payment to the Corporation. Terms of membership are for one-year (i.e., any 12-month period) or multiple-year terms, in each case subject to the payment of applicable dues.

Unless otherwise determined by the Board, there shall be the following categories of membership in the Corporation: basic; premium; and honorary. A basic membership consists of the sub-categories of General Membership and Family Membership. Each membership category or sub-category has the following attributes:  

Basic Memberships:

General Membership. This form of membership entitles one person to full membership benefits including voting powers during the applicable membership term.

Family Membership. This form of membership allows an individual with a General Membership to add his or her spouse, children or additional qualifying family members of any age sharing the same household ; however, such family members will have no voting powers but they may benefit from certain other membership privileges such as the right to attend performances and other events organized or hosted by the Corporation. Only one member of a family benefiting from a Family Membership  (i.e., the holder of the General Membership) shall be entitled to vote on each matter submitted to a vote of Members and upon his or her death the right to vote may be exercised during the remainder of the membership term by his/her surviving spouse (or if there is no such surviving spouse then by a personal representative).

Premium Membership. 

This form of membership allows individuals holding a General Membership or Honorary Membership or families under a Family Membership to make an additional donation to the Corporation.  There are no additional or special membership privileges attached to Premium Membership.

Honorary Membership.  

The Board may award honorary membership in the Corporation to any deserving person.  Honorary Members have full membership privileges for their lifetime without the need to pay annual dues. (2)

Unless the context otherwise requires, references herein to “Members” shall refer to those persons who hold either a General Membership (whether or not such has been expanded to a Family Membership or Premium Membership) or Honorary Membership (whether or not such has been expanded to a Premium Membership), in each case having full membership privileges including the right to vote.

Membership dues shall be established by the Board to cover the year (or multiple years, as the case may be) and may be changed by the Board as circumstances require. The basis for the change shall be reported to Members. Honorary Members shall pay no membership dues. A Member failing to pay dues owed by such member shall, after expiration of any available grace period which may be set by the Board, forfeit the privileges of membership and be deemed inactive (i.e., not in good standing). Members who are inactive, as well as their family members  under a Family Membership, cannot exercise voting powers or any other benefits of membership. After three years of non-payment, inactive Members shall be dropped from membership effective January 1st of the 4th calendar year.  The Board may at its discretion waive these requirements to deal with exceptional circumstances.

The Board shall have the power to review and determine the eligibility of all applicants for membership. Members as well as their families who wish to benefit from a Family Membership shall meet appropriate standards concerning their behavior while attending any performance or other event organized or hosted by the Corporation. Membership privileges may be terminated by the Board for “cause” (by way of example and without limitation, unruly or violent conduct, theft, embezzlement, sexual harassment and intentional violations of law shall each constitute “cause”) at a Board meeting. At least 30 days' advance notice of the intent to consider such action at such meeting must be given to the Member (or his or her family member, as the case may be) who is in jeopardy of losing membership privileges. The re-admission of any person applying for membership privileges, whether under a General or Family Membership or other membership category, shall be at the sole discretion of the Board.

§2.  Voting Rights.  The Members who have voting privileges: shall elect (as provided in Article IV herein) a certain number of Directors, as defined in Article IV, to the Board (i.e., the Member-elected Directors who shall be designated as the “Trustees”); shall have such voting rights as are provided for herein or if not so provided then as provided in the Act; and shall have the right to vote on such matters as the Board shall determine from time to time.

§3.  Regular Meetings.  An annual meeting of the Members (the “General Membership Meeting”) shall be held upon notice of the date, time, place and purposes of such meeting, as fixed by the Board, at the principal office of the Corporation, or such other place as shall be specified in the notice of meeting, for the election of certain Board members (i.e., Trustees) to be then elected by the Members, the presentation by the Board of reports on the operations and financial condition of the Corporation, and such other business as may be specified in the notice of the meeting or as may properly come before the Members. Unless otherwise determined by the Board, the annual General Membership Meeting will be held in December of each year at a date, time and place announced in advance to the Members.  This may coincide with or immediately precede the December Directors’ meeting.  The agenda of the annual General Membership Meeting will include, but not be limited to, the election of new Trustees as Board members, the presentation of the Treasurer’s financial report, the presentation of reports on all ongoing activities of the Corporation, and any other item of business that any Member wishes to raise.

§4. Special Meetings. Special meetings of the Members for any purpose or purposes may be called at any time by the Board, by the President, by any five Trustees or by a majority of Members who are entitled to vote at a meeting of Members where a quorum is present.

§5.  Notice.  Written notice of all meetings of Members shall be given to each Member of record entitled to vote at such meeting by personal delivery, mail, overnight mail, or by e-mail, in each case to the Member’s physical address or e-mail address, as the case may be, listed in the membership roster.  It shall be the responsibility of each Member to maintain up-to-date information in such roster. All notices shall be given not less than 10 nor more than 60 days prior to the date of any Members’ meeting.  Regular meetings such as the annual  meeting may be scheduled annually in advance by the Board and no further notice of the date, time, and place of such meetings shall be required. Notices sent by mail shall be deemed delivered when deposited in the US mail, postage prepaid. Notices sent by overnight mail shall be deemed delivered when deposited with a reputable overnight carrier.  Notices sent by e-mail shall be deemed delivered when transmitted by the sender.

§6. Waivers of Notice; Adjournments. Notice of a Members’ meeting need not be given to any Member who signs a waiver of notice whether before or after the meeting or who attends the meeting without protesting, prior to the conclusion of the meeting, the lack of notice to such member of such meeting. Neither the business to be transacted at nor the purpose of any Members’ meeting need be specified in the waiver of notice of such meeting. Notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned are fixed at the meeting being adjourned and if the only business to be transacted at the adjourned meeting could have been transacted at the original meeting.

§7. Record Date; Voting List. Only Members in good standing shall be eligible to vote. The record date for determining Members entitled to notice of and to vote at any Members’ meeting shall be determined by the Board and in no case be more than 60 days prior and no less than 10 days prior to the date of such meeting. The Secretary shall certify a list of Members in good standing and entitled to notice of and to vote at any meeting as of the record date for each meeting.  Such list shall be available for inspection at any Members’ meeting upon request by any Member.

§8. Action without Meeting. As permitted under §15A:5-6 of the Act, the Members may act without a meeting if the requisite number of the Members shall consent in writing to such action. Such written consent may be made using e-mail provided the action taken is specifically set forth in the e-mail and reasonable steps are established by the Board to confirm that each applicable Member has signed or otherwise approved the contents of the e-mail.  Such written consents shall be filed in the minute book of the Corporation.

§9. Quorum; Vote Required.  Unless otherwise required by the certificate of incorporation, these bylaws or the Act, 10% of the Corporation’s Members entitled to vote at a meeting, present in person or by proxy, shall constitute a quorum of the members for the transaction of business at such meeting. Unless otherwise required by the certificate of incorporation, these bylaws or the Act, the act of a majority of the Members (i.e., majority of the votes cast) at a meeting at which a quorum is present, voting in person or by proxy, shall be the act of the membership.


ARTICLE IV

GOVERNING BOARD

§1. Powers.  All powers of the Corporation shall be exercised by or under the authority of the Board, and the activities, properties and affairs of the Corporation shall be managed by or under the direction of the Board. The Board is responsible for the management of the business and affairs of the Corporation and for establishing the overall policy and direction of the Corporation. The Board may designate responsibility for day-to-day operations to the Corporation’s officers and/or the Board’s committees. The Board may exercise all such powers and may delegate any and all such powers as it sees fit, subject to restrictions imposed by the certificate of incorporation, these bylaws, the Act and §501(c)(3) of the Internal Revenue Code. 

§2. Composition, Tenure and Election. The Board shall consist of no less than 9 and no more than 26 individuals each of whom shall be known as a “Director” with the actual number as determined in the manner prescribed below. More specifically, 9 of the Directors (i.e., the “Trustees”) shall be elected by the Members and the remaining 17 Directors, if any, shall be elected other than by the Members, as set forth in more detail below. Directors must pay membership dues and otherwise must be Members in good standing, and are responsible for formulating and executing the policies of the Corporation. An individual may serve an unlimited number of terms as a Board member.

The Board shall be comprised of the following Directors: (A) 9 Directors (i.e., the Member-elected Directors), who shall be elected to 3-year class terms by the Members and shall be designated as “Trustees”; (B) up to 4 Directors (i.e., the Trustee-elected Directors) who shall be elected to 1-year terms by the Trustees; (C) and up to 13 Directors (i.e., the Board-elected Directors), who shall be elected to 1-year terms jointly by the Trustees and Trustee-elected Directors.

The 9 Trustees shall be divided into three classes of equal size. The term of office of each class of Trustees shall expire at the end of the third year of each class’s 3-year term, so that each year the term of one class will expire and the Members will elect to such class three successor Trustees who shall each serve for a subsequent 3-year term. Elections to the Board of persons designated as Trustees shall be held each year at the annual General Membership Meeting (or other meeting of the Members called for such purpose) with such elections conducted in person, by mail, e-mail or other method authorized by the Board.

The procedure for election of Trustee positions to the Board at the annual General Membership Meeting shall be as follows:  3 Trustees shall be elected by a simple majority of the Members in attendance at the annual meeting where a quorum is present (the “Trustee-Elects”). The election of the balance of the Directors shall take place at a Board meeting and the procedure shall be as follows: (1) the 3 Trustee-Elects and the 6 Trustees whose terms will not expire at the end of the then-current calendar year (“Carryover Trustees,” who, together with the Trustee-Elects, shall be designated as the “Voting Trustees”) shall, by a simple majority of at least 5 Voting Trustees present at the meeting  elect up to 4 Directors (who, together with the Voting Trustees shall be designated the “Voting Directors”); and (2) the Voting Directors shall then elect to the Board up to 13 Board-elected Directors. In turn, the Board may appoint one or more committees of the Board and designate from among the Directors the chair of each such committee, and the Trustees shall appoint as officers a President, Vice President, Secretary and Treasurer, all as set forth in more detail in Article V (Committees) and Article VI (Officers) below.

§3. Resignation and Removal. A Board member may resign by delivering his or her resignation in writing to the Corporation at its principal office or to the President or the Secretary.  Such resignation shall be effective upon its receipt or upon such later date (if any) as is stated in such resignation.  Each and every Member-elected Director (i.e., Trustee) may be removed (x) with cause or without cause by the affirmative vote of the majority of the votes cast by the Members entitled to vote for the election of Trustees or (y) with cause by the Board. Directors (other than the Member-elected Directors) may be removed from office by a two-thirds vote of the entire Board (including the Trustees) for lack of attendance at meetings or for gross mismanagement of their position or for other action/inaction constituting “cause”.

§4. Regular Meetings.  Regular meetings of the Board may be held at the registered office of the Corporation or at such other place or places as the Board may from time to time determine. In addition to the annual meeting, there shall be periodic regular meetings of the Board, held with proper notice pursuant to §6 below, not less frequently than once each calendar month. By no later than the October Directors’ meeting, a special committee will be formed and charged with selecting a slate of at least 3 and no more than 7 nominees to replace the three Trustees and up to four Trustee-elected Directors whose terms will expire that year. This slate will be presented to the Directors at their November meeting, when it may be ratified or amended.  It will then be presented at the annual General Membership Meeting, where other nominations will be accepted from the floor.  A secret paper ballot will be required unless the nominees are uncontested. Any or all trustees may participate in a meeting of the Board or a committee of the Board by means of conference telephone or video conference, provided that all persons participating in the meeting are able to hear each other.

§5. Special Meetings.  Special meetings of the Board may be called with proper notice pursuant to §6 below at any time by the President or on the written request of at least a majority of the entire Board. Such meetings shall be held at the registered office of the Corporation or at such other place as the Board may from time to time determine. A quorum must be present at such meetings, minutes will be taken, and all Directors must be informed of the proceedings.

§ 6. Notice.  Notice of all meetings of the Board shall be given to each member of the Board by personal delivery, mail, overnight mail, or by e-mail and shall be addressed to the Board member’s last known physical address or e-mail address in the records of the Corporation. Except as provided below for adjourned and special meetings concerning an emergent matter, all notices shall be given at least 10 days prior to any meeting.  Regular meetings, including the annual meeting, may be scheduled annually in advance by the Board and no further notice of the date, time, and place of such meetings shall be required. The notices sent by mail shall be deemed delivered when deposited in the US mail, postage prepaid. Notices sent by overnight mail shall be deemed delivered when deposited with a reputable overnight carrier.  Notices sent by e-mail shall be deemed delivered when transmitted by the sender. Notice of an adjourned regular or special meeting of the Board need not be given if the time and place are fixed at the Board meeting adjourning and if the period of adjournment does not exceed 10 days in any one adjournment.  Notice of a special meeting concerning an emergent matter may be called on short notice of no fewer than 2 days if a majority of Board members consents in writing prior to the issuance of notice of such meeting.  An “emergent matter” shall mean any matter for which the President:  (i) determines in his or her reasonable sole discretion requires a decision of the Board in fewer than 10 days; and (ii) provides written explanation to the Board containing an explanation of the reasons therefore prior to issuance of the notice of the special meeting.

§7. Waiver of Notice.  Notice of any meeting of the Board may be waived by any or all of the persons entitled to notice by written waiver before, during, or after such meeting.  Each Board member attending a meeting without protesting, prior to its conclusion, the lack of proper notice, shall be deemed to have waived notice of the meeting.

§8. Quorum and Voting. Unless otherwise required by law or by these bylaws, the quorum necessary for the transaction of business shall consist of one-third of the entire Board; provided, that for purposes of satisfying the quorum at least half of the Directors constituting the quorum shall be Trustees.  A Board member may participate in a meeting of the Board by means of a conference telephone or other means of communication enabling all participating to simultaneously hear one another and such participation shall constitute presence in person. Unless otherwise required by the Act or provided in the certificate of incorporation or these bylaws, the affirmative vote of a majority of the Board members present at a meeting duly held at which a quorum is present shall be the act of the Board. As set forth in §11 below, any action required or permitted to be taken by the Board may be taken without a meeting if all the members of the Board consent in writing thereto. Directors’ Meetings will follow rules of parliamentary procedure when requested by any Director.

§9. Vacancies.  Any vacancy on the Board may be filled by the affirmative vote of a majority of the remaining Directors. An individual elected to fill any vacancy shall hold office for the remaining term and until his/her successor is elected and qualified. If the vacancy was created by the enlargement of the Board, it shall be filled by election at the annual or special meeting of the Members or Board, as the case may be, whichever is authorized to elect such new Board member.

§10. Compensation.  No Board member shall receive compensation for services rendered to the Corporation in the capacity of a Board member, but at the discretion of the Board such individuals may be entitled to reimbursement for reasonable and necessary expenses actually incurred in connection with the performance of their duties in the manner and to the extent that the Board may authorize.  Board members may receive reasonable compensation for services performed in other capacities for or on behalf of the Corporation pursuant to authorization by the Board, subject, however, to Article VIII (Conflicts of Interest) of these bylaws and to the relevant provisions of the Act.  Notwithstanding the foregoing, the Corporation shall neither authorize nor provide reimbursement for expenses or compensation other than those reasonable and necessary in furthering the Corporation's purposes.

§11. Written Consent.  If all the Board members unanimously consent in writing to any action taken or to be taken by the Corporation, the action shall be as valid as of the date the last person to sign has signed the consent, as though it had been authorized at a meeting of the Board.  Such written consent may be made using e-mail provided the action taken is specifically set forth in the e-mail and reasonable steps are established by the Board to confirm that each Board Member has signed or otherwise approved the contents of the e-mail.  Such written consents shall be filed in the minute book of the Corporation.

§12. Loans.  No loans shall be made by the Corporation to any Board member unless authorized by its certificate of incorporation.


ARTICLE V

COMMITTEES

§1. Board Committees.  As provided in §15A:6-9 of the Act, the Board by resolution adopted from time to time by the affirmative vote of a majority of the entire Board may appoint from among the Board’s members an executive committee and one or more other committees of the Board, may designate a Director to serve as the chair (or may designate Directors to serve as the co-chairs) of each committee for a term of 1 year, may remove with or without cause from a committee any Director and may fill any vacancy in any committee. Such committees shall have at least one Director as a member and such powers and duties as the Board may prescribe, subject to the exceptions set forth in the Act; provided, that voting rules and privileges at committee meetings will be determined by the individual committee. Meetings of committees will be open to the Members. Standing committees will be formed as necessary to administer ongoing activities of the Corporation.  They will be created by a majority vote of all Directors and may be dissolved either by a majority vote or by the consensus of the committee itself.  Special committees will be formed as necessary to administer specific activities that are not expected to continue on an ongoing basis.  The terms for the dissolution of special committees will be specified at the time of their creation.  During their existence, special committees will function as standing committees. 

§2. Advisory Committees.  Special task forces or other advisory committees may be appointed by the President with the consent of the Board, and shall have only the powers specifically delegated to them by the Board.  Any task force or other advisory committee may include on it individuals who are not members of the Board, however, their service is advisory only, and only Board members have a vote with respect to an action of a committee.


ARTICLE VI

OFFICERS

§1. Titles and Interim Election.  The Trustees (i.e., the Member-elected Directors) who will be holding office when the officer’s term commences shall elect, by a majority vote at a meeting at which at least a majority of Trustees is present, a President (who shall also serve as chairperson of the Board), a Vice President, a Treasurer, and a Secretary; provided that these officers will be chosen from the Member-elected Directors and Trustee-elected Directors who will be holding office when the officer’s term commences.  The term of the President, the Vice President, the Treasurer, and the Secretary shall be one calendar year and until a successor is duly elected and qualified.  As it deems necessary from time to time, the Board may, by a majority vote of all the Board members present at a meeting at which a quorum is present, elect any other officers as are deemed necessary, for a term to be decided by the Board.  The persons serving as President, Vice President, Treasurer and Secretary need not be Trustees. The duties of the officers shall be-such as are imposed by these bylaws and from time to time prescribed by the Board. Officers will have no term limits. Subject to the procedures for filling of vacancies as provided in §8 below, officers will be elected at the December Directors’ meeting in accordance with the foregoing procedures, and their terms of office will begin on the first day of the following year and last for the calendar year until the 31st of the following December. In addition to these terms of office, the Treasurer will continue to serve in an advisory capacity until the taxes have been finalized for the year in which he or she has served.

§2. President.  The President shall have general charge and supervision over and responsibility for the affairs of the Corporation, subject to the approval of the Board.  The President shall preside at Board meetings and see that all resolutions of the Board are carried into effect.  The President shall perform other duties as may from time to time be assigned to him or her by the Board or specifically required to be performed by law or these bylaws. The President will preside at Board meetings and administer the policies of the Corporation.  The President, as well as the Treasurer, will have the authority to sign checks drawn on the general account of the Corporation.

§3. Vice President.  The Vice President(s) shall have such powers and perform such duties as may be assigned to him or her (or them) by the Board or the President. In the absence or disability of the President, one of the Vice Presidents (if there is a Vice President then in office who is also a Director), as is determined by the Board, shall perform the duties and exercise the powers of the President. The Vice President who is elected by the Trustees will preside in the President’s absence and assist the President as needed.

§4. Treasurer.  The Treasurer shall, subject to oversight by the Board, maintain general supervision over the financial affairs of the Corporation and shall cause to be kept accurate books of account.  The Treasurer shall oversee the disbursement of funds of the Corporation and shall from time to time, or upon request from the Board, report to the Board with respect to the accounts and the financial condition of the Corporation. The duties of the Treasurer may be delegated to an Assistant Treasurer or Assistant Treasurers as designated by the President or the Board. The Treasurer will record all income and disbursements, report on current funds at each Directors’ meeting, and prepare an annual financial report for presentation at the annual General Membership Meeting.  The Treasurer, as well as the President, will have the authority to sign checks drawn on the general account of the Corporation.

§5. Secretary.  The Secretary shall cause notices of all meetings of the Board (except for notices of special meetings of the Board which are called by the requisite number of Directors or by the President in accordance with §5 of Article IV) to be sent, shall cause minutes to be kept of all Board meetings, shall have responsibility for general supervision and charge of the corporate books of the Corporation, and shall make such reports and perform such other duties as are incident to the office or are properly required of the Secretary by the Board.  Without limiting the foregoing, the Secretary will record and maintain minutes of the Directors’ meetings and annual General Membership Meetings, and carry on official correspondence of the Corporation.

§6. Delegation.  If any officer of the Corporation is absent or unable to act, and no other person is authorized to act in such officer's place by the provisions of these bylaws, the Board may from time to time delegate the powers or duties of such officer to any other officer or any Board member it may select.

§7. Resignation and Removal. An officer may resign by delivering his or her resignation in writing to the Corporation at its principal office or to the President or Secretary of the Corporation.  Such resignation shall be effective upon receipt or upon such later date (if any) as is stated in such resignation.  The Board may remove any officer (i.e., any officer who was elected or appointed by the Board) with or without cause by an affirmative vote of the Board; however, any officer who was elected or appointed by the Trustees rather than the full Board shall be removed with or without cause by an affirmative vote of a majority of the Trustees.

§8. Vacancies.  Vacancies in any office, arising from any cause, may be filled by the Board or the Trustees, as the case may be, at any regular or special meeting of the Board; provided, that vacancies in offices that were elected by the Trustees shall be filled by a vote of the Trustees and vacancies in offices that were filled by the Board shall be filled by a vote of the Board.


ARTICLE VII

AGENTS

The Board may appoint such agents, with such powers and to perform such acts and duties on behalf of the Corporation, as the Board may determine from time to time.


ARTICLE VIII

CONFLICTS OF INTEREST

It is recognized that occasions may arise when a Board member or an officer of the Corporation has a financial interest or has a familial relationship with a person who has a financial interest in a contract or transaction involving the Corporation.  In such cases, it is the policy of the Corporation and of its Board that: 

(a) Any material facts as to such financial interest shall be disclosed by such interested Director or officer to the members of the Board.

(b) The Director or officer having such financial interest in any matter shall not vote or use any personal influence with regard to the matter (except that he or she may state a position on the matter and respond to questions about it); however, such interested Director or officer may be counted in determining whether there is a quorum for the meeting at which the matter is voted upon.

(c)  The minutes of the meeting shall reflect that the disclosure was made and that the interested Director or officer abstained from voting.  At the Board’s discretion, the interested Director or officer shall leave the room during further discussion among those remaining and voting on the matters subject to the conflict of interest.


ARTICLE IX

INDEMNIFICATION AND INSURANCE

§1. Indemnification.  This Corporation shall indemnify its Directors (including Trustees), officers, employees, volunteers and agents to the full extent authorized by the laws of the State of New Jersey. Accordingly, the Corporation shall indemnify, in the manner and to the full extent permitted by the Act, any "corporate agent" of the Corporation (as such term is defined in §15A:3-4 of the Act) who was or is a party to, or is threatened to be made a party to, any "proceeding" (as such term is defined in said §15A:3-4), whether or not by or in the right of the Corporation, by reason of the fact that such person is or was a corporate agent of the Corporation.  Where required by law, the indemnification provided for herein shall be made only as authorized in the specific case upon a determination that indemnification of the corporate agent is proper in the circumstances.  To the full extent permitted by law, the indemnification provided herein shall include "expenses" (as such term is defined in said §15A:3-4) and in the manner provided by law, any such expenses may be paid by the Corporation in advance of the final disposition of such proceeding.  The indemnification provided herein shall not be deemed to limit the right of the Corporation to indemnify any other person for any such expenses, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Corporation may be entitled under any agreement, corporation resolution, or otherwise, both as to action in such person's official capacity, and as to action in another capacity while holding such office.

§2. Insurance. The Corporation shall have the power to purchase and maintain insurance to cover the Corporation and its Trustees, Directors, officers, employees and volunteers, whether or not they may be indemnified pursuant to §1 above.


ARTICLE X

AMENDMENTS

§1. Bylaws. The Board or the Members shall have the power to make, alter and repeal the bylaws by a vote of two-thirds of the entire Board or a majority of all the Members, as the case may be. In the event one or more Directors seek to enact, alter or repeal the bylaws, they shall (i) propose such action in writing at a Directors’ meeting, and (ii) submit for adoption the proposed action to a Board vote occurring at least three weeks later at a second Director’s meeting.   In the event one or more Members seek to enact, alter or repeal the bylaws, they shall  submit the proposed action to a vote of the Members. In both of the foregoing cases of a Board-initiated amendment or a Member-initiated amendment, an announcement containing a new draft of the bylaws, as proposed to be amended, and either a summary of the proposed changes or a redline comparison of the amended bylaws against the original, shall be provided to the Members. 

§2. Certificate of Incorporation. In accordance with the Act, proposed amendments to the certificate of incorporation that are approved by the Board shall if they substantively amend the certificate of incorporation be submitted for adoption to a vote of Members. The proposed amendment shall be approved by the Board upon receipt of the affirmative vote of two-thirds of the entire Board and in turn adopted; however, if the proposed amendment substantively amends the certificate of incorporation it shall be adopted upon receiving the affirmative vote of two-thirds of votes cast by the Members entitled to vote thereon. Members may respond either by written proxy (including via e-mail) or in person or as otherwise permitted by the Act.


ARTICLE XI

GENERAL

§1. Construction.  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 Corporation’s certificate of incorporation shall include all amendments thereto unless specifically excepted.  Should any of the provisions of these bylaws be held unenforceable or invalid for any reason, the remaining provisions shall be unaffected by such holding. These bylaws are subject to the provisions of the Act and the Corporation’s 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, then the provision of the Act or such certificate of incorporation shall govern to the extent of such inconsistency.

§2. Books and Records.  The Corporation shall keep correct and complete books and records of account, and shall keep minutes of the proceedings of its Board and committees. The Corporation shall keep at its registered office or principal place of business, a record of its members of the Board (including their names and addresses), a copy of the application for tax exemption, with all correspondence to and from the Internal Revenue Service in connection with such application, and a copy of the annual reports of the Corporation filed with the IRS for the previous three years.  Such records must be disclosed to the public upon request in accordance with IRS public disclosure requirements.

§3. Checks, Bank Accounts and Investments.  The monies and other assets of the Corporation shall be deposited in the name of the Corporation in such bank(s) or financial institution(s) or trust companies as the Board shall designate, and shall be drawn from such accounts only by check or money transfer with proper signatory authority, as shall be determined by resolution of the Board.  The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal or otherwise, including stocks, bonds or other sureties, as the Board may from time to time authorize. Unless specifically exempted by the Directors, all proceeds from dues, activities, donations, and grants will be deposited in the treasury of the Corporation.  Income will be regulated to provide funds to pursue comfortably all activities of the Corporation. Unless otherwise determined by the Board in resolutions duly adopted by the Board, expenditures of $500.00 or less may be authorized by the President; expenditures of more than $500.00 must be approved by the Directors.

§ 4. Fiscal Year. The fiscal year for the Corporation shall be the calendar year (i.e., January 1 through December 31) unless otherwise determined by the Board.

These bylaws were adopted on December 5, 2017. 

Notes: