Bylaws of the

Ortley Beach Voters and Taxpayers Association, Inc.

( OBVTA)

A Not For Profit Corporation

 

 

Article I

Purpose

 

The Corporation is organized for the following purpose:

The purpose for which this Corporation is formed is to represent all the residents of Ortley Beach in the Corporation’s goal of improving the quality of life in the Township of Toms River, N.J. section known as Ortley Beach, NJ.

 

Article II

Offices

 

The Corporation may have such offices as the Board of Directors may require. The principal office shall be located at mailing address P.O. Box 223, Lavallette, New Jersey 08735 in the County of Ocean and the State of New Jersey.

 

Article III

Membership

 

1.        Eligibility: The eligibility and qualifications for membership and the manner of and admission into membership shall be prescribed by resolutions duly adopted by the Board of Directors of the Corporation. All such resolutions or rules and regulations relating to members adopted by the Board of Directors of the Corporation shall be affixed to the Bylaws of the Corporation and shall be deemed to be part thereof. Such resolutions or rules and regulations adopted by the Board of Directors may prescribe with respect to all members, the amount and manner of imposing and collecting any initiation fees, dues or other fees and assessments.

 

2.        Class of Membership: There shall be only one class of membership. That shall be a Family Membership who’s Members must meet one of the following criteria: 

a. Owner of real property in the area known as Ortley Beach in the Township of Toms River, New Jersey. Or

b. A registered voter whose permanent residence is in the area known as Ortley Beach, in the Township of Toms River, New Jersey. 

 

A Family Membership consists of all family members living at the same address.  Such family members are eligible to attend and participate in all Corporation activities. A Family Membership may cast only one (1) vote per property address. Any member with multi-unit or property ownership shall be restricted to one (1) vote on any individual issue.

 

3.        Membership Cards: The Board of Directors may cause to be issued membership cards evidencing membership in the Corporation. Such membership cards shall be non-transferable, and a statement to that effect shall be noted on the card. Membership cards shall bear the signatures or facsimile signatures of an officer or officers designated by the Board of Directors.

 

 

Article IV

Meeting of Members

 

1.         Annual Meeting: An annual meeting of the members shall be held on the third Saturday in the month of June. The Board of Directors shall determine the time and place of the meeting and may change the date to avoid legal holidays. The meeting will be for the purpose of holding elections and for the transaction of such other business as needed.

 

2.         Special Meetings: The President or the Board of Directors may call special meetings from time to time as deemed necessary. However, if a quorum is not present, a majority of the members present at the meeting may adjourn the meeting from time to time without further notice.

 

3.         Notice of Meetings: Written notice of a meeting of the members shall be mailed to each member, not less than 5 days or more than 60 days before the date set for the meeting. Those members submitting a valid E-mail address to the Board secretary will be notified via E-mails as well as US Mail, unless they have specified that they would like to be communicated with only electronically. Such notice shall state the place, day and hour of the meeting. Notice for the annual meeting shall state that the meeting is being called for the holding of elections and for the transaction of such other business as may properly come before the membership. Notices of special meetings shall state the purpose or purposes for which the meeting is called. Notice shall be deemed to have been given when deposited with proper postage prepaid in a post office or other official depository under the exclusive jurisdiction of the United States Post Office.  

     

4.         Quorum: At least 60  of the active members including the presiding Board of Directors must be present at any meeting of the members before official business may be conducted. However, if a quorum is not present, a majority of the members present at the meeting may adjourn the meeting from time to time without further notice.

.

5.         Voting:  Unless otherwise noted in these bylaws, all votes taken at a meeting of the membership require that a simple majority of the members present vote in the affirmative in order for a resolution or item in question to be considered approved and so noted by the Secretary of the Corporation. In addition, the following applies to the voting process:

 

a.       At all meetings, except for the election of Officers and Directors, members may vote by a show of hands. When voting via a show of hands, each eligible member must exhibit in his/her raised hand a specific item that has been issued by the Secretary of the Corporation as an identification of a member in good standing who has requested to vote at said meeting. In the event that the office of Secretary is vacant, the President may designate another member of the Board of Directors to perform these duties.

b.      The election of Officers and Directors shall always be done via a written ballot method of voting.

c.       Each Family Membership is qualified to submit one absentee ballot for the election of Officers. All absentee ballots must be in the possession of the Secretary of the Corporation prior to the election. The tallying of the absentee ballots will not be revealed until all members present who are eligible to vote have cast their ballots. Prior to the start of the meeting, the Secretary of the Corporation shall record each absentee ballot received and block any additional voting from that Family Membership’s address. However, if any member having submitted an absentee ballot may rescind their ballot prior to the election.  In the event that the office of Secretary is vacant, the President may designate another member of the Board of Directors to perform these duties.

 

6.         Political Campaign: As an organization exempt from income tax, the OBVTA shall abide by Rev. Rul. 2007-41, page 1421 regarding exempt organizations and political campaigns. 

 

7.         Outside Vendors: Only vendors who have received clearance by the Board of Directors are allowed to sell products or services or solicit members for products and services at any meeting of the organization.

 

 

 

Article V

Board of Directors

 

  1. General Powers: The affairs of the Corporation shall be managed by its Officers and the Board of Directors.  The Board of Directors shall consist of all Officers along with such other Director positions as determined by the members at their annual meeting.

 

  1. Resolutions: Resolutions pertaining to the management of the affairs and the administration of the Corporation may be approved by the Board of Directors. All resolutions proclaiming a position to be promoted by the Corporation or impacting upon the Community shall be voted upon by the members.

 

Board Members: The maximum number of Directors of the Corporation shall be five (5). Each director shall hold Office for a term of two (2) years with a limit of two (2) consecutive terms as a Director. Each Director shall be elected for a term of two (2) years thereby establishing overlapping terms for the office of each Director. Each Director shall serve until such time as their successor is elected at the annual meeting of the members. 

 

  1. Regular Meetings: The Board of Directors shall hold its annual meeting immediately after, and at the same place as the annual meeting of the members. The Board of Directors may provide by resolution for additional regular meetings.

 

  1. Special Meetings: The President or any two Directors may call for special meetings of the Board and fix the time and place for said meeting.

 

  1. Notice of Meetings: Directors shall be notified of any special meeting by advance notice in writing which shall be sent by U.S. mail, E-mail or personally delivered at least 5 days before the time set for the meeting. The notices may be sent to the addresses as shown on the records of the Corporation or to those E-mail addresses on file. Lack of notice is waived by written waiver or attendance at the meeting without protest.

 

  1. Quorum: A majority of the Directors and Officers must be present in order to conduct business. However, if a quorum is not present, a majority of the Board members present at the meeting may adjourn the meeting from time to time without further notice.

 

  1. Vacancies: Any vacancy in the position of Director or Officer on the Board of Directors may be filled by candidates nominated by the Board of Directors or the Membership and voted upon by the Membership at the next scheduled meeting.  A Director or Officer so elected to fill a vacancy shall complete the unexpired term of the position so filled.

 

  1. Indemnification: The Corporation does hereby agree to indemnify and hold harmless any Officer or Director for any litigation involving said Officer or Director as a result of their duties associated with the Corporation, except for any intentional and or willfully negligent acts.

 

  1. Compensation: No elected position within the Corporation shall be eligible for compensation except for the reimbursement of actual expenses as may be incurred while fulfilling the duties of the Corporation.

 

  1. Removal: The Board of Directors may remove any Director at any time, if in its judgment the best interest of the Corporation would be served thereby.  However, Officers elected by the Membership may not be removed except by the Members. An Officer’s power may be suspended by the Board until such time as the membership can render a disposition with reference to such suspension. 

 

  1. Conflict of Interest: Each Director and Officer of the Corporation shall disclose in writing to the Board of Directors any conflict of interest, which he or she believes may arise in connection with his or her service as a Director or Officer of the Corporation.

 

 

 

 

Article VI

Officers

 

  1. Officers:   The Officers of the Corporation shall be as follows:

President, Vice President, Secretary, and Treasurer.

 

  1. Terms: Officers shall be elected for two (2) year terms by the members at the annual meeting. A two (2) term limit shall exist for all Officers within the position they served. Two (2) Officers will be elected in alternating years for two-year terms. Vacancies shall be filled by a vote of the membership at the first available meeting. Each Officer shall remain in office until that Officers successor is elected and qualified.

 

  1. Participation: With the exception of medical reasons, Directors of the Corporation shall be required to attend a minimum of fifty (50) percent of all scheduled meetings of the Board of Directors and Scheduled meetings of the General Membership.  The Board of Directors may recommend to the Membership that Officers not meeting this requirement be removed from the Board of Directors.

 

  1. President: The President shall be the principal Officer of the Corporation and shall supervise and direct all the business and affairs of the Corporation. The President shall preside at all meetings of the Members and the Board of Directors.

 

  1. Vice President: The Vice President shall perform the duties of the President in the absence of the President or in the event of the President’s inability or refusal to act.

 

a.       Secretary: The Secretary shall keep the minutes and records of the Corporation in appropriate books, see that all notices are given in accordance with these Bylaws or as provided by law, keep the seal of the Corporation and affix same to corporate documents, keep a list of all members, Directors and Officers and their mailing and E-mail addresses and in general, perform all duties incidental to the office of the Secretary and such other duties as may be assigned by the President or the Board of Directors.  In the event that the office of Secretary is vacant, the President may designate another member of the Board of Directors to perform these duties.

b.      The Secretary shall receive a paid membership summary from the Treasurer and the Secretary shall perform a verification of membership quorum and voting privileges.

 

  1. Treasurer: The treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation, and in general perform all the duties incidental to the office of Treasurer and as may be assigned by the Board of Directors.

 

a. All bank accounts of the Corporation shall established such that disbursements of corporate funds require the signatures of two (2) Officers of the        Corporation to be affixed to all checks, and transfers between accounts. In addition, the Treasurer shall require that a detailed receipt accompany each disbursement. The level of authority for the disbursement of funds shall be as follows:

                                                              i.      Below $500.00: Any single issue of a disbursement below $500.00 requires only the signature of the Treasurer.

                                                            ii.      $500.00 - $1,000.00: Any single issue of a disbursement that exceeds $500.00 but is less than $1,000.00 requires the signature of the Treasurer and one (1) Officer or Director of the Corporation.

                                                          iii.      $1,000.00 or greater: Any single issue that of a disbursement that is equal to or greater than  $1,000.00,that is not included in the stated annual budget must be submitted to the membership for a vote of approval.

 

            b. Authorized signatures shall include all Officers and any additional                                                  Director so designated by the Board of Directors.

 

            c. Any changes to authorized signatures of the Corporation shall require a                                          corporate resolution of notification to the banking institutions.

 

            d. The Treasurer will maintain and submit a monthly Revenue/Expense report to                  the Board and a summary Treasurers report to the Membership on a quarterly basis, documenting all funds, deposits and disbursements.

 

e. The Treasurer will prepare and submit to the membership for approval a budget for the following calendar year at the October meeting of the association.

 

 

Article VII

Committees

 

1.      Committees: The Board of Directors may, by resolution of a majority of the Board, establish committees of two or more directors to conduct the management of the Corporation. Other Committees shall be established consisting of members of the Corporation, but may not exercise the authority of the Board of Directors in the management of the Corporation. All committees shall function in accordance with the rules and procedures established by the Board of Directors.

 

2.      Standing Committees: There shall be established by the Board of Directors the following Committees:

 

a. Finance Committee

b. Beach & Beautification Committee

c. Other Committees as designated by the President and approved by a majority of the Board of Directors

 

All Committees approved by the Board of Directors shall be chaired by a Director and

as many General Members deemed necessary. In order to ensure the most diverse opinions of the General Membership, the number of General Members must exceed the number of Directors by at least two to one on any given Committee.

 

All reports generated by a Committee must be approved by the Board of Directors prior to the distribution to the General Membership, any individual or municipality.

 

 

Article VIII

Validity

 

These Bylaws herewith negate and set aside any and all Resolutions and Amendments previously adopted by the Corporation which conflict with any provision, term or requirement contained within these Bylaws.

 

 

Article IX

Amendments

 

These bylaws may be amended or repealed by an affirmative vote of at least 66.6 per cent of those present at a meeting of the members called for the purpose of acting upon such amendment (provided that a quorum is present).

 

 

Article X

Non-Discrimination

 

The Officers and Directors of the CORPORATION will not discriminate or permit discrimination against any member or deny membership to any qualifying person on the grounds of race, color, religious creed, age, marital status, national origin, ancestry, sex, mental retardation or physical disability.