ARTICLE I
Section 1. Name: The name of the organization shall be the Trenton Historical Society, a nonprofit corporation formed under the laws of the State of New Jersey.
Section 2. Purpose: The corporation is organized for the charitable and educational purpose of the study and interpretation of Trenton’s history, the preservation of its historic buildings and artifacts, and the dissemination of information about New Jersey’s capital city and its illustrious past.
ARTICLE II
Members
Section 1. Classes of Members: The corporation shall have two classes of membership: General Members and Honorary Members.
Section 2. Qualifications of Members: The following shall be the qualifications of the classes of membership:
a.) General Members: All persons subscribing to the objects and purposes of this corporation, upon the payment of yearly dues as set by the Board of Trustees, shall be admitted to membership as a General Member.
b.) Honorary Members: The Board of Trustees may confer from time to time honorary membership in the corporation upon such members who, by reason of the length of membership or dedicated service to the corporation, have merited special dispensation. Honorary members shall not be required to pay dues to the corporation.
Section 3. Voting Rights: Each member of the corporation, general and honorary, shall be entitled to cast one vote on each matter submitted to the vote of the members.
ARTICLE III
Meeting of Members
Section 1. Annual Meeting: An annual meeting of the members shall be in the month of January, the specific date, time and location to be established by the Board of Trustees, for the purposes of electing Trustees and for the transaction of such other business as may come before the meeting. Ten percent of the membership shall constitute a quorum for the annual meeting. A notice of the annual meeting shall be transmitted to all members at least two weeks prior to such meeting.
Section 2. Special Meetings: Special meetings of the members may be called by the President, the Board of Trustees, or one-tenth of the members eligible to vote, upon three five business days notice mailed to the membership setting forth the nature of the business to be transacted.
Section 3. Procedure: With respect to all disputes regarding procedure, Roberts Rules of Parliamentary Procedure shall be binding.
ARTICLE IV
Board of Trustees
Section 1. General Powers: The affairs of the corporation shall be managed by its Board of Trustees, subject to provisions of law, the Certificate of Incorporation and of these bylaws.
Section 2. Number, Tenure and Qualifications: The number of Trustees shall be eleven to fifteen Trustees must be members in good standing of the corporation. Each Trustee shall hold office until the next annual meeting of the members and until his successor shall have been elected and qualified. Nothing in this Section shall prohibit a Trustee from succeeding himself in office as a Trustee.
Section 3. Regular Meetings: The Board of Trustees shall hold one regular meeting per month at a time and date as the Trustees may provide by Resolution at the annual meeting. A simple majority of the number of Trustees shall constitute a quorum for the transaction of business.
Section 4. Special Meetings: Special meetings of the Board of Trustees may be called at the discretion of the President of the Board, or any three Trustees, upon five business days notice transmitted to the Board setting forth the nature of the business to be transacted. A simple majority of the number of Trustees shall constitute a quorum.
Section 5. Vacancies: Any vacancy occurring in the Board of Trustees shall be filled by appointment by majority vote of the remaining members of the Board of Trustees. A Trustee, thus appointed, shall serve out the unexpired term of the Trustee whose vacancy he fills.
Section 6. Compensation: Trustees, as such, shall not receive any salary or compensation for their services.
Section 7. Action without a Meeting: Any time-sensitive action required or permitted to be taken at a meeting of the Board may be initiated without a meeting if a majority of the members of the Board consent by email to the action being taken.
Section 8. Conflict of Interest: Any member of the Board of Trustees or employee of the corporation who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, is expected to excuse himself or herself and refrain from discussion and voting on the matter.
ARTICLE V
Officers
Section 1. Officers: The Officers of this corporation shall be a President, Vice President, Secretary and Treasurer.
Section 2. Elections: All officers shall be elected by the Board of Trustees from among its members at the first regular meeting of the Board of Trustees after the annual meeting of the general membership, by majority vote of those present.
Section 3. Term of Office: Each officer shall hold office for a term of one (1) year or until his successor shall have been elected and qualified.
Section 4. Compensation: No officer of the corporation shall receive any salary or compensation for their services.
Section 5. Removal: Any officer elected by the Board of Trustees may be removed by the Board of Trustees by a 2/3 majority vote of the Trustees for violation of these bylaws.
Section 6. Vacancies: A vacancy in any office because of death, resignation, removal or any other cause, shall be filled by the Board of Trustees from among its members for the unexpired portion of the term of such vacancy.
ARTICLE VI
Duties of Officers
Section 1. President: The President shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the membership and of the Board of Trustees. Subject to the provisions of the Certificate of Incorporation and of these by-laws, he may sign, with the Secretary, any deeds, mortgages, bonds, contracts, leases, or other legal instruments, which have been duly authorized to be executed; and in general he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Trustees from time to time.
Section 2. Vice-President: In the absence of the President or in the event of his inability to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties as may be assigned to him by the President or the Board of Trustees.
Section 3. Secretary The Secretary shall be responsible for keeping records of Board actions, including oversight of the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member and assuring that corporate records are maintained.
Section 4. Treasurer: The Treasurer shall keep full and accurate accounts of all of the financial transactions of the corporation and shall submit a report of his accounts at each regular monthly meeting of the Board of Trustees and a written report at least quarterly. The Treasurer shall assist in the preparation of the budget and the annual audit and such other duties as may from time to time be assigned to him by the President or the Board of Trustees.
ARTICLE VI
Committees
Section 1. Nominating Committee: Annually, in November, the President shall appoint three members of the corporation in good standing to serve as a Nominating Committee. At the December Board meeting, this Committee shall submit the report of nominees to serve as members of the Board of Trustees to the Secretary of the corporation.
Section 2. Other Committees: Such other committees as are deemed necessary shall also be appointed by the President and there shall be at least one member of the Board of Trustees appointed to each said committee.
Section 3. Vacancies: Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 4. Quorum: Unless otherwise provided for in the resolution of the Board of Trustees designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
ARTICLE VII
Finances
Section 1. Budget & Annual Reports: The Board shall approve an annual budget. All expenditures must be within the budget. Any change greater than $100. in the budget must be approved by the Board of Trustees. The fiscal year of the corporation shall be the calendar year. Annual reports shall be submitted to the Board of Trustees showing current and projected income and expenditures.
Section 2. Financial Records: The financial records of the corporation are public information and shall be made available to members, Trustees and the public.
Section 3. The financial records of the corporation shall be audited annually by a Certified Public Accountant selected by the Board of Trustees for that purpose.
ARTICLE VIII
Employees and Services
Section 1. Employees: The Board of Trustees, from time to time, may by resolution authorize the hiring of such employee or employees a Coordinator, whose employment it deems necessary for the proper conduct of the corporation’s activities. The duties of such employees and their compensation shall be fixed in the resolution authorizing such employment. The compensation of such employees may be increased or varied from time to time by resolution of the Board of Trustees.
Section 2. Services: The Board of Trustees, from time to time, may by resolution authorize contracts for the performance of services deemed necessary for proper conduct of the corporation’s activities. Payment of bills for such services shall be made in the same manner as payment of normal operating expenses.
ARTICLE IX
Order of Business
At the regular meetings of the corporation and Board of Trustees, the order of business shall be as follows:
1. Call to Order
2. Adoption of Minutes
3.Treasurer’s Report
4. President’s Report
5. Reports of Committees
6. Unfinished Business
7. New Business
8. Adjournment
ARTICLE X
Amendments
Section 1. Amendments to these by-laws may be made at the annual meeting of the corporation, or at any special meeting called for that purpose, by a majority vote of the eligible voting members present; provided that no such amendment shall be presented unless notice of said proposed amendment shall provided at least 2 weeks prior to said meeting to all members of the corporation.
CERTIFICATION
These bylaws as amended were approved at the annual meeting of the corporation on January13, 2008.