Bylaws
BYLAWS
Realty Owners Association of Stone Harbor, NJ
(Adopted May 8, 2010)
ARTICLE I – PURPOSE
The purpose of the Association shall be to inform the membership of matters of importance to them as property owners in Stone Harbor, to advise and consult with the Borough officials about matters of concern to the membership and in any and all other ways possible to promote and advocate for the development, improvement and the general welfare of the Borough of Stone Harbor and its environs.
ARTICLE II – MEMBERSHIP
Each member of the Association shall be an individual who is the owner, co-owner or spouse of an owner of real estate in the Borough of Stone Harbor, whose dues for such property have been paid currently, whether resident or not. Where real estate is held in the name of two (2) or more persons such joint owners shall each have one (1) vote. Where real estate is titled in the name of a corporation, trust, partnership or similar legal entity, such other entity may designate only one (1) representative to be a voting member of the Association. An owner of more than one (1) parcel of real estate shall be entitled to only one (1) voting membership in the Association.
ARTICLE III – FEE
The annual dues shall be such as are fixed from time to time by the Trustees. Any member who fails to pay dues by the 30th day of June of the year due shall be dropped from the rolls of the Association.
ARTICLE IV – BOARD OF TRUSTEES
(a) The Board of Trustees shall consist of nineteen (19) members including the four (4) principal Officers. They shall have general direction of the affairs and property of the Association. This will include sources and use of funds, policy determination and paid personnel salaries. They will meet at such time and place as they deem convenient, but in no case will they meet fewer than four (4) times per year. They shall have the power to fill any vacancy in the ranks of Officers and Trustees should an elected member be unable to serve a full term.
(b) A Trustee of the Association shall hold office for a term of three (3) years or until a successor is duly elected. . The nominated Trustees shall be elected at the Annual Meeting of the Association and assume office immediately following the meeting. No Trustee will be eligible for reelection until after one (1) year following any previous three (3) year term; however, this disqualification shall not apply to Trustees elected as an Officer of the Association. Terms will be arranged so five (5) Trustees are elected each year.
(c) A Trustee of the Association elected to public office in local, county, state or federal government, or appointed to such elective office to fill a vacancy, shall automatically cease to be a Trustee of the Association upon taking such public office.
(d) No notice shall be required for regular meetings of the Board of Trustees for which the time and place have been fixed at an earlier meeting. At least three (3) days written or oral notice shall be given of the time and place of special meetings of the Board of Trustees. The notice of any meeting need not specify the purpose of such meeting. The requirement for furnishing notice of any meeting may be waived by any Trustee or Officer by signing a waiver of notice before or after the meeting and shall be waived by attendance at the meeting without protesting lack of notice.
(e) A majority of the entire existing membership of the Board of Trustees shall constitute a quorum.
(f) A meeting of the Board of Trustees may be called at any time by the President and one other Officer. A written petition to the President by five Trustees for a special meeting is obligatory upon the President.
(g) The presiding Office is not entitled to vote unless there is a tie, in which case he / she will cast the deciding vote.
(h) No Association stand or position on a subject which the Board deems to be controversial will be expressed or valid unless approved by the Board of Trustees. The views, policy or position of the Association on a controversial topic may be publicly expressed by the President, Vice President or other person specifically designated by the Board, but no statement on a controversial topic may be publicly made purporting to be on behalf of the Association by a person who is not so authorized.
(i) Any Trustee or Officer absent without justification from more than three (3) official meetings per term year will be considered as having resigned and will be so notified.
(j) The members of the Board of Trustees or any Committee thereof may participate in a meeting of such Board or Committee by means of conference telephone or similar communications equipment which permits all persons participating in such meeting to hear each other.
(k) No contract or other transaction between the Association and one or more Trustees shall be void or voidable solely by reason of a conflict of interest or a common interest, or solely because such Trustee or Trustees are present at the meeting of the Board or Committee thereof which authorizes or approves the contract or transaction, or solely because such Trustee’s or Trustees’ votes are counted for that purpose, if the contract or other transaction is fair and reasonable to the Association at the time it is authorized and either:
(1) The fact of the conflict of interest or common interest is disclosed or known to the Board or Committee and the Board or Committee authorizes, approves or ratifies the contract by affirmative vote of a majority of the disinterested Trustees, even though the disinterested Trustees be less than a quorum; or
(2) The fact of the conflict of interest or common interest is disclosed or known to the members of the Association and they authorize, approve or ratify the contract or transaction.
ARTICLE V – OFFICERS
(a) The Officers of the Association shall consist of a President, a Vice President, a Treasurer and a Secretary. The Officers will hold a two (2) year term and serve also as Trustees. They will be elected by the membership of the Association at the Annual Meeting, and assume office immediately following the meeting.
(b) Terms of office of the President and the Vice President are to be overlapping so the President’s and one Officer’s terms expire together, and the Vice President’s and another Officer’s terms expire the following year. No Officer may be elected to more than two (2) consecutive terms in the office served. No Officer may serve in more than one (1) office at the same time.
(c) In the absence of an Officer, the duties of the office will be assumed by line of succession, i.e. President, Vice President, Treasurer, Secretary.
(d) An Officer of the Association elected to public office in local, county, state or federal government, or appointed to such elected office to fill a vacancy shall automatically cease to be an Officer of the Association upon taking such public office.
(e) The President will preside at all meetings of the Association and Board of Trustees; shall be an ex-officio member of all Committees; shall have general supervision of all Officers; and will report to the members at all Member Meetings of the Association.
(f) The Vice President shall perform all duties and exercise all powers of the President when the President is absent. The Vice President, or an assigned designee, shall attend all Borough Council meetings and make a brief report of important issues to the Trustees.
(g) The Treasurer shall have custody of all monies of the Association and arrange for the deposit in the name of the Association in such depository as may be directed by the Board of Trustees. The President shall appoint an Auditing Committee whose duties shall be to perform an annual audit and conduct a similar audit whenever a Treasurer is elected to office and report their findings to the Trustees. A safe deposit box, if rented, will be in the name of the Association.
(h) The Treasurer, President and Vice President shall be authorized to individually sign checks, and to individually have access to the Association’s safe deposit box. The Officers shall be bonded for the faithful performance of duties, in an amount to be set by the Trustees; the cost of which will be defrayed by the Association. No contract or obligation exceeding $2,000 will be valid unless signed by two (2) Officers after authorization by the Board.
(i) The Secretary shall keep minutes of all Association and Board of Trustees meetings and will arrange to have copies thereof sent to all Officers and Trustees, and shall be responsible for all notices and records of the Association other than financial. Certain duties, including the pickup and distribution of mail, may be delegated to a Trustee
ARTICLE VI – COMMITTEES
The President shall be empowered to appoint committees, with the exception of the Nominating Committee, from the Trustees and membership, to monitor key activities in the Borough, and to carry out a purpose of this Association. The President is authorized to fill vacancies occurring in the committees. The President may appoint ad hoc committees to attend to special or emergency situations. All committees shall submit formal reports to the Trustees for approval. Committee Chairs shall provide timely, relevant status reports to the Board of Trustees as requested by the President.
ARTICLE VII – NOMINATING PROCEDURE
At least three (3) months prior to the Association’s Annual Meeting, the Trustees shall elect a Nominating Committee composed of three (3) or more Trustees. The Nominating Committee will review and select candidates for each office and vacant Trustee seats. The officer candidates selected by the Nominating Committee shall be submitted to the Trustees for vote. The candidates for vacant Trustee seats shall be submitted to the Trustees for their approval prior to being presented to the membership at the annual meeting. This committee will file its report with the Secretary at least eight (8) weeks prior to the Annual Meeting.
Any member of the Association may, not later than ten (10) weeks prior to the Annual Meeting, file with the Secretary written nominations for Trustees.
The Secretary upon receiving the nominations of the Nominating Committee, and any candidate properly presented by the members of the Association, will list the slate in the notice to members announcing the Annual Meeting. No vote may be cast for any person other than those candidates nominated as prescribed herein.
ARTICLE VIII – MEETINGS
(a) There shall be at least one (1) meeting of the members of the Association each year and the Annual Meeting of the members of the Association shall be held in September of each year.
(b) Special meetings of the Association may be called by a majority of the Trustees or by petition of twenty five (25) members of the Association.
(c) Meetings of members of the Association shall be held within the Borough of Stone Harbor, New Jersey.
(d) Notification of meetings of the Association shall be posted on the ROA web site with an electronic notification, by direct email or by mail to all members at least ten (10) days prior to the meeting.
(e) At all meetings of the Association, a quorum shall consist of five (5) percent of the membership represented in person or by proxy.
(f) Only members of the Association shall be entitled to vote and only members of the Association, or others at the discretion of the Chair Person, will be recognized to speak from the floor. The Chair Person of a meeting shall be authorized to establish supplemental voting procedures provided that they are in accordance with these Bylaws.
(g) A floor member vote on an issue will only convey to the Trustees the obligation of promptly investigating the issue and reporting their findings and conclusions to the membership.
ARTICLE IX – AMENDMENTS
The Bylaws may be amended by a plurality vote of twelve (12) Trustees present at any regular or special meeting. At least twenty (20) days written notice of the meeting must be given to all Officers and Trustees stating the substance and effect of the proposed amendment.
ARTICLE X – DISSOLUTION
(a) The Association may be terminated and dissolved only by a minimum plurality vote of fifteen (15) members of the Board of Trustees provided that at least twenty (20) days written notice of the proposed termination and dissolution shall have been given to all officers, Trustees, and members.
(b) Following such termination and dissolution, all assets of the Association including all personal realty and mixed assets shall be distributed absolutely in fee to The Stone Harbor Museum Corporation to be used to foster historical observances and education exhibits relating to the founding and incorporation of the Borough of Stone Harbor in 1914.
ARTICLE XI – INDEMNIFICATION
Every person who was or is a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person or a person of whom such person is the legal representative is or was a Trustee of the Association performing his or her duties for the Association, acting in good faith and with the reasonable belief that his or her actions were in the best interests of the Association, shall be indemnified and held harmless by the Association to the fullest extent legally permissible under the laws of the State of New Jersey against all expenses, liabilities and losses (including attorneys’ fees, judgments, fines and amounts paid in settlement) reasonably incurred or suffered by such person in connection therewith. Such right of indemnification shall not be exclusive of any other right which such Trustee or representative may have or hereafter acquire.
2010
