Bylaws

bylaws

ByLaws of the Ortley Beach Voters and Taxpayers Association, Inc.

(OBVTA), a Not For Profit Corporation

(as approved by vote at 4/21/12 general membership meeting)

(as amended by vote at 7/20/13 general membership meeting)

(as amended by vote at 10/18/14 general membership meeting)

Article 1-Purpose

The OBVTA is organized to represent all the property owners (whether full time residents, part time residents, or non-residents) and voting resident tenants of Ortley Beach  for the purpose of improving the quality of life in the Township of Toms River section known as Ortley Beach.

Article 2- Offices and Addresses

The OBVTA may have such offices as its Board of Directors (BOD) may require.  The principal mailing address is P.O. Box 223 Lavallette, New Jersey 08735.  For purposes of the Corporate Annual Report filed with the State of New Jersey, this is the “Main Business Address”. The current address for membership meetings is 1801 Bay Boulevard, Ortley Beach, New Jersey 08751.  For purposes of the Corporate Annual Report, this is the “Principal Address”.  The treasurer of the OBVTA shall serve as the Registered Agent for purposes of the Corporate Annual Report.  Thus, the address of the treasurer shall be the OBVTA’s “Registered Address”.

Article 3- Membership

  1. Eligibility – Eligibility for OBVTA membership will be limited to:
    • Owners of Ortley Beach property or;
    • Tenants of Ortley Beach property who are registered as voters with the Township of Toms River
    • Owners of businesses who rent/lease in Ortley Beach
    • Payment of dues by a member will constitute that member(s)’ representation that they are eligible for membership. Thus, the BOD is not responsible for verification of eligibility.
  2. Active Membership– An active member is an eligible member who has paid membership dues for either the current calendar year, the immediately prior calendar year, or the next calendar year.
  3. Dues– The amount of dues to be paid for active membership will be established by the OBVTA BOD from time to time by resolution at or before the beginning of a calendar year. Such amount will remain in effect for that entire calendar year. If a new member (not having been an active member  in the last three calendar years) pays dues in the fourth calendar quarter of a year, those dues will be credited to the next calendar year.
  4. Record of Membership– Membership registration and payment shall be maintained electronically by the OBVTA Treasurer or by another BOD member, as a part of the responsibility of collection and depositing of the dues.
  5. Classes of Membership – There shall be two classes of membership.
    1. Family Membership-  A family membership will entitle only one eligible member of the family to vote at membership meetings.  For this purpose, a family is defined to include people living in a common dwelling unit regardless of marital status or relationship status.  Thus, for example, two unrelated, unmarried, individuals residing at the same dwelling unit could constitute a family at the individuals’ option.  In such a circumstance, only a single dues payment would be necessary for both individuals to be members.
    2. Business Membership- A business membership entitles a single representative from the business to attend meetings, receive communications, vote on any matters requiring a vote of the general membership. Two representatives of the business can participate in OBVTA activities.
  6. Removal of Member – A member can be removed from the membership if the BOD determines that   the member took an action which the BOD decides has caused or will cause harm or otherwise be damaging to the OBVTA.  A proposal to the membership for removal would require a 2/3 affirmative vote by the BOD.  Removal will then require majority approval by the membership.  Once removed, that member will no longer be eligible for membership unless reinstated by the BOD and the membership.  Reinstatement would likewise require a 2/3 affirmative vote by the BOD and majority approval by the membership.
  7. Voting Rights– Only active members are permitted to vote at membership meetings.   Only one vote per family member will be allowed.
  8. Non-member– Any person who is not eligible, not an active member, or is a removed member who attends meetings of the membership is considered a non-member. Non members shall not have any voting rights at membership meetings.
  9. Meetings of membership:
    • Annual Meeting – An annual meeting of the membership shall be held on the third Saturday in the month of June.  The BOD shall determine the time and place of the meeting and may change the date to accommodate any conflicts.  The annual meeting shall include in its business the election of directors.
    • Monthly Meetings – All meetings other than the Annual Meeting shall be known as monthly meetings.  The  schedule for the monthly meetings will be determined in November of the prior year by the Secretary with majority agreement by members of the BOD.
    • Notice of Meetings – Written notice of meetings shall be posted on the OBVTA website at the beginning of the year, and distributed to members who have provided the OBVTA with e-mail addresses.  The President shall distribute the calendar of meetings to members in November of the prior year or as soon as the BOD establishes dates for those meetings.
    • Quorum – At least 40 active members including BOD members must be present at any meeting before official business can be conducted.  If a quorum is not present, the meeting will continue and information may be presented, however, no resolutions or other actions requiring a vote may be acted upon.
    • Voting process – All votes required to be taken will be by show of hands.  The President will determine the majority of the votes by reviewing (and counting if the President deems necessary) the show of hands.

Article 4- Board of Directors

  1. Responsibility of BOD – The BOD collectively shall be responsible for the management of the affairs of the OBVTA. Given that responsibility, the BOD will adopt Resolutions during meetings of the BOD pertaining to the management of the affairs of the OBVTA. A resolution can be, but does not have to be labeled as such in the minutes of the BOD, thus, a vote on an action to be taken will be considered to be a resolution by the BOD even though not labeled as such. Resolutions by the BOD must fall into one of two categories as determined by the BOD at the time of the resolution:
    • An administrative resolution is an action by the BOD not requiring membership approval (by way of example, the setting of the annual dues amount is an administrative resolution)
    • A membership resolution is an action proposed by the BOD that either proclaims a position to be promoted by the OBVTA, or impacts upon the OBVTA community in general. By way of example, the decision to donate significant funds to the Police Foundation to support surveillance equipment in Ortley Beach would be a membership resolution. In addition, the process of fulfilling a vacancy in the BOD will be considered a membership resolution. A membership resolution will be designated by the BOD, and must be voted upon by the membership at a meeting determined to be appropriate by the BOD.
  2. Constituency of BOD – The BOD shall consist of up to a maximum of nine (9) active members. There shall be two types of Directors, Officer Directors, and At Large Directors. There shall be four (4) Officer Directors including President, Vice President, Secretary, and Treasurer at all times.  There shall be up to five (5) At Large Directors.  Except during a vacancy, there shall always be an odd number of directors.  If there is a vacancy, such that an even number of directors exists, the President will not vote on a resolution so that a majority will be available to either carry or defeat such resolution.
  3. Director Terms
    • Officer Directors will hold office for two years, with a maximum limit of two (2) terms.
    • At Large Directors will hold office for two years, with no maximum limit on terms.
    • Terms of both Officer Directors and At Large Directors will be straddled such that:
      • President and Treasurer shall be up for election in odd years
      • Vice President and Secretary shall be up for election in even years
      • For At Large Directors, a minimum of one (1) and a maximum of three (3) shall be up for election in both odd and even years
    • Each director’s term shall run from July 1 following their election at the June annual meeting of the membership through June 30 two years from the beginning of the term
    • If an Officer Director is completing the unexpired term of a previous Officer Director as a result of a vacancy, that partial term shall not count as a term served for purposes of the maximum two term limit on Officer Directors stated above
    • Nomination of directorsAt the membership meeting prior to the annual membership meeting, the BOD may submit to the membership its nomination(s) for directors.  At that meeting, the BOD will also accept   nominations from the membership.  The nominees will be voted upon at the annual membership meeting.
  4. Vacancies– If a director resigns or is removed from office, that director position may be filled by nomination of a candidate by the BOD at the next meeting following the resignation or removal. If the BOD does not nominate a candidate, then a candidate can be nominated by the membership at its next meeting following the resignation or removal. If there is only one nomination to fill a vacancy, the secretary will immediately cast a vote electing the nominee. If there is more than one nominee, material regarding each nominee will be provided to the President by the nominee, and then distributed from the President to the membership prior to the next membership meeting.  At that next meeting, voting for fulfillment of the vacant directorship will occur.
  5. Removal of Directors– The BOD may propose to remove any director for cause. Removal for cause requires the affirmative vote of 2/3 of the directors other than the director who is proposed to be removed. For this purpose, cause will be considered to be:
    • The conviction of the BOD member of any felony or crime
    • Taking an action which materially impairs the assets (tangible or intangible) of the OBVTA, if such action is not previously authorized by the BOD
    • Using the assets of the OBVTA for personal purposes without authorization by the BOD
    • Failure to attend at least 50% of the meetings of the BOD or General Membership within any calendar year period.  The BOD will take into account extraordinary circumstances for non-attendance prior to removing the BOD member.  Examples of extraordinary circumstances would be illness or family illness/death.  If a meeting is re-scheduled, that meeting will not count in either the numerator or denominator for computing the 50% attendance requirement.
    • Failure to perform the duties required by these By-Laws
  6. Indemnification– The OBVTA agrees to indemnify and hold harmless any Director for any litigation involving said Director as a result of their duties associated with the OBVTA, except for any willfully negligent or fraudulent acts by that Director.
  7. Compensation– No Director shall be eligible for compensation, except for the reimbursement of expenses incurred in fulfilling the duties of Director. The BOD shall from time to time review the OBVTA policy for reimbursement.
  8. Conflict of Interest- Each Director shall disclose in writing to the BOD any conflict of interest that the Director believes may arise as a result of such Director’s duties for the OBVTA.
  9. Meetings of the BOD:
    • Regular Meetings- The BOD shall meet regularly, with determination of date, time and place to be made by the Secretary in November of the prior year with majority agreement by members of the BOD. The schedule will be published by the beginning of the calendar year and then communicated to the BOD by e-mail.    Attendance may be either in person, telephonically or electronically (e.g. Skype) for those not present in person.  Any changes to the predetermined schedule may be made by a majority vote by the BOD.
    • Quorum – A quorum will consist of a simple majority of the BOD.  If a quorum is not present, the meeting will continue and information may be presented, however, no resolutions or other actions requiring a vote may be acted upon.  If there is a quorum, and an even number of BOD members is present at a meeting, the President will refrain from a vote in order that there be no deadlock on an action to be taken.
    • If in the discretion of the President, an action needs to be taken by the BOD in between BOD meetings, then the action may be presented to the BOD by the President for vote by e-mail or telephonically or a combination thereof.  The results of the vote on that action shall be incorporated into the minutes of the next BOD meeting.

Article 5- Officer Directors

  1. Positions- Officer directors shall include the positions of President, Vice President, Secretary and Treasurer.  While the duties described below are not all encompassing, they represent the basic duties and responsibilities for each of the offices.
  2. President- The president shall preside over all meetings of the BOD and Membership, and shall supervise and direct all of the business and affairs of the OBVTA. The president shall be responsible for gathering input for BOD and Membership meetings. The president will be responsible for communications to the Membership (including oversight of the OBVTA website), and third parties who are outside the OBVTA Membership with whom the OBVTA needs to communicate.  Examples include Toms River Council, Ocean County Board of Freeholders and other government officials and leaders of other Associations who have a similar purpose or who provide advocacy for the membership. The President may however appoint a BOD director to take the lead on communications with a particular third party if deemed necessary.
  3. Vice President- The vice president shall perform the duties of the president in the event of a vacancy in the presidency or if the president becomes unable to perform those duties. The vice president will be the primary liaison to the OBVTA business members and will be responsible for communications with this group and for organizing and conducting special meetings with business members as needed.
  4. Secretary- The secretary shall maintain the By-Laws. The secretary will see that all notices required to be given in accordance with these Bylaws are actually given. The secretary shall ascertain that a quorum does or does not exist in accordance with these Bylaws for all BOD and General Membership meetings and shall record and distribute the minutes of the BOD and Membership meetings.  The secretary shall keep a list of all Directors and their mailing and e-mail addresses and phone numbers along with their terms of office. The secretary will be responsible for the scheduling of meetings (see Article 3, Section I and Article 4, Section I)
  5. Treasurer- The treasurer shall have charge of and custody of all funds of the OBVTA (except the petty cash fund which will be maintained by the BOD member maintaining the record of membership), and provide the BOD and Membership with financial information no less than quarterly. Financial information consists of a statement of cash receipts, disbursements, and cash balances. The treasurer shall be responsible for maintaining the books and records of the OBVTA including checks and deposit slips, bank statements, a cash receipts and disbursements ledger, documentation supporting receipts and disbursements, and the OBVTA corporate seal.    The treasurer, the president, and one other BOD member will be authorized signatures on OBVTA Bank accounts. The treasurer and the BOD member maintaining the record of membership will maintain the two keys to the OBVTA P.O. Box.  The president can act as a substitute key holder.
    • Budgets-  The treasurer will submit a budget for the next calendar year by December of the current calendar year to the BOD for its approval.   Once the BOD approves the budget, it will be submitted to the General Membership at the first meeting of the next calendar year for a vote of approval.
    • Bank Signatures:
      1. Disbursements up to $500 requires Treasurer or one other authorized signature
      2. Disbursements exceeding $500 up to $2,000- requires two authorized signatures
      3. Disbursements exceeding $2,000- requires two authorized signatures following majority approval by the General Membership. General Membership approval of the budget authorizing the expenditure exceeding $2,000 will constitute General Membership approval.  Thus, the BOD will not be required to submit the expenditure a second time for approval.

Article 6- Committees

The BOD may, at its discretion, establish committees to assist the BOD to manage the affairs of the OBVTA.  Any committee so established, shall be chaired by a member of the BOD unless no members of the BOD are willing to do so.  If that is the case, then the BOD may, at its discretion, invite an active member to do so.  The chair of the committee will report into and make recommendations to the BOD, including the number of members recommended to serve on the committee.   The chair of a committee will be responsible for soliciting members to serve on the committee, and will also have the authority to remove any members from the committee (with explanation for the reason for a removal).  The BOD will have the right to remove a chairperson or other member of a committee upon a majority vote of the BOD to do so. No member of a committee, including its chair, shall have the right to exercise the authority of the BOD, but only to make recommendations for BOD approval and/or submission to the General Membership.  All communications from a committee must be first approved by the BOD who will be responsible for distributing those communications to the General Membership.

Article 7-Other Provisions

  1. Validity- These Bylaws, once adopted by the General Membership, hereby negate and set aside any and all previous Bylaws including amendments. If a conflict exists between these Bylaws and previous Bylaws, these Bylaws shall prevail.  The BOD shall be responsible for interpretations of these Bylaws.  If there are different interpretations by members of the BOD, the interpretation of a majority of the BOD (evidenced by a vote and recorded in the minutes of the BOD) shall become the interpretation used by the BOD.
  2. Amendments- These Bylaws may be amended or replaced by an affirmative vote of a majority of the membership present at a meeting of the membership (provided a quorum is present).
  3. Political Campaign- As an organization exempt from income taxation, the OBVTA shall abide by Revenue Ruling 2007-41, page 1421 regarding exempt organizations and political campaigns.
  4. Outside Vendors- Only vendors who have received advance permission from the BOD are allowed to sell products or services or solicit members for the sale of products or services at any meeting.
  5. Non-Discrimination- The Directors of the OBVTA will not discriminate or permit discrimination against any member or deny membership to any qualifying person on the basis of race, color, religion, age, marital status, national origin, ancestry, sex, sexual orientation, or mental or physical condition. The removal of a member pursuant to article 3(F) shall not be considered discrimination for any of the reasons stated in this article 7 (E).