ARTICLE 3: TRUSTEES
The corporation shall have seven trustees and collectively they shall be known as the Board of Trustees.
Trustees shall be of the age of majority in New Jersey. Each trustee shall be either a member of the corporation or a person who supports the charitable purposes of the corporation.
Subject to the provisions of the laws of New Jersey and any limitations in the Certificate of Incorporation and these bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Trustees.
It shall be the duty of the trustees to:
(a) Perform any and all duties imposed on them collectively or individually by law, by the Certificate of Incorporation, or by these Bylaws;
(b) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the corporation;
(c) Supervise all officers, ‘agents and employees of the corporation to assure that their duties are performed properly;
(d) Meet at such times and places as required by these Bylaws; and
(e) Register their addresses with the Secretary of the corporation, and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof.
For the sake of clarity, and in furtherance of the purposes of the corporation, the Board shall have the power to make grants to individuals for, and to any domestic or foreign organization organized and operated exclusively for, charitable purposes within the meaning of Section 501(c) (3) of the Internal Revenue Code of 1986. The Board shall review all requests for funds from other organizations and individuals and shall require that such requests specify the proposed use of such funds. If the Board approves a request, it shall authorize the payment of such funds to the approved grantee. The Board shall require that each grantee furnish to the corporation a periodic accounting to show that the funds were expended for the purposes approved by the Board. Such accounting shall take such form as the Board may from time to time specify. The corporation shall require the reimbursement of any funds improperly expended. The making of grants and contributions and otherwise rendering financial assistance for the purposes permitted by the Certificate of Incorporation of the corporation shall be within the exclusive power and discretion of the Board.
3.5 Term of office
Each trustee shall hold office for a period of one year.
Trustees shall serve without compensation. However, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.
3.7 Place of meetings
Meetings shall be held at the principal office of the corporation unless otherwise provided by the board or at such other place as may be designated from time to time by resolution of the Board of Trustees.
3.8 Regular meetings
Regular meetings of trustees shall be held twice a year on [date] at (time] and on [date] at [time].
3.9 Special meetings
Special meetings of the Board of Trustees may be called by the President, the Vice-President, the Secretary, by any two trustees, or, if different, by the persons specifically authorized under the laws of New Jersey to call special meetings of the board. Such meetings shall be held at the principal office of the corporation or, if different, at the place designated by the person or persons calling the special meeting.
3.10 Notice of meetings
Unless otherwise provided by the Certificate of Incorporation, these Bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the board of trustees:
(a) Regular Meetings. No notice need be given of any regular meeting of the Board of Trustees.
(b) Special Meetings. At least one week prior notice shall be given by the Secretary of the corporation to each trustee of each special meeting of the board. Such notice may be oral or written, may be given personally, by first class mail, by telephone, or by facsimile machine, and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting. In the case of facsimile notification, the trustee to be contacted shall acknowledge personal receipt of the facsimile notice by a return message or telephone call within twenty—four hours of the first facsimile transmission.
(c) Waiver of Notice. Whenever any notice of a meeting is required to be given to any trustee of this corporation under provisions of the certificate of Incorporation, these Bylaws, or the law of New Jersey, a waiver of notice in writing signed by the trustee, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.
3.11 Quorum for meetings
A quorum shall consist of four (4) of the members of the Board of Trustees.
Any member of the Board of Trustees may participate in a meeting of the Board of Trustees by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at such meeting.
Except as otherwise provided under the Certificate of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.
3.12 Majority action as board action
Every act or decision done or made by a majority of the trustees present at a meeting duly held at which a quorum is present is the act of the Board of Trustees, unless the Certificate of Incorporation, these Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the board.
3.13 Conduct of meetings
Meetings of the Board of Trustees shall be presided over by the President of the corporation or, in his or her absence, by the Vice President of the corporation or, in the absence of each of these persons, by a Chairperson chosen by a majority of the trustees present at the meeting. The Secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.
Vacancies on the Board of Trustees shall exist (1) on the death, resignation or removal of any trustee, and (2) whenever the number of authorized trustees is increased.
Any trustee may resign effective upon giving written notice to the President, the Secretary, or the Board of Trustees, unless the president specifies a dated time for the effectiveness of such resignation. No trustee may resign if the corporation would then be left without a duly elected trustee or trustees in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of New Jersey.
Trustees may be removed from office, with or without cause, as permitted by and in accordance with the laws of New Jersey.
Unless otherwise prohibited by the Certificate of Incorporation, these Bylaws or provisions of law, vacancies on the board may be filled by approval of the board of trustees. If the number of trustees then in office is less than a quorum, a vacancy on the board may be filled by approval of a majority of the trustees then in office or by a sole remaining trustee. A person elected to fill a vacancy on the board shall hold office until the next election of the Board of Trustees or until his or her death, resignation or removal from office.
3.15 Non-liability of trustees
The trustees shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
3.16 Indemnification by corporation of trustees and officers
The corporation to the fullest extent permissible shall indemnify the trustees and officers of the corporation under the laws of New Jersey.
3. 17 Insurance for corporate agents
Except as may be otherwise provided under provisions of law, the Board of Trustees may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a Trustee, officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Certificate of Incorporation, these Bylaws or provisions of law.