People for Open Government
PEOPLE FOR OPEN GOVERNMENT, INC.
(Amended September 9, 2008; June 30, 2010; September 20, 2010;
October 10, 2010)
SECTION 1. PRINCIPLE OFFICE
The principal office of the Corporation is located in Hudson County, State of New Jersey.
SECTION 2. OTHER OFFICES
The Corporation may also have offices at such other places where its business and activities may require, and as the Board of Directors (hereinafter referred to as the “Board”) may, from time to time, designate.
NAME AND NONPROFIT PURPOSES
SECTION 1. NAME
The name of this organization is People for Open Government, Inc.
SECTION 2. IRC SECTION 501(C)(4) PURPOSES
This Corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)4 of the Internal Revenue Code.
SECTION 3. SPECIFIC OBJECTIVES AND PURPOSES
The purpose of the Corporation is to engage in activities for the promotion of social welfare which may include one of more of the following:
(1) To promote open, accountable, and transparent municipal government in Hoboken that adheres to the highest ethical standards;
(2) To encourage active and constructive civic participation by the citizens of Hoboken;
(3) To curb the undue influence of money on governmental decisions and local elections.
Notwithstanding any other provisions of the Corporations Certificate of Incorporation, the Corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(4) of the Internal Revenue Code, and shall not carry on any activities not permitted to be carried on by a Corporation exempt from Federal income tax under Section 501(c)(4) of the Code.
SECTION 1. WHO SHALL BE MEMBERS
The members of this Corporation shall consist of any person who wishes to further the Corporations purposes and who pays annual membership dues according to the terms of these bylaws. Members shall participate respectfully in all proceedings and abide by the letter and spirit of these Bylaws and any duly adopted Rules.
SECTION 2. TRANSFER, TERMS AND TERMINATION OF MEMBERSHIP
Membership in the Corporation shall not be transferable. The term of office of any member shall extend from one annual meeting until the subsequent annual meeting.
Notwithstanding the foregoing, any member may resign by notice to the Secretary of the Corporation and any member may be removed or suspended at any time, with cause by majority vote of the seated Board, “seated” referring to all of the elected Directors holding office at the time.
SECTION 3. ANNUAL MEETING OF MEMBERS
A meeting of the members of the Corporation shall be held annually for the annual payment of membership dues, election of Officers and Directors and the transaction of other business as may properly come before the meeting in the month of October on a day to be determined annually by the Directors. Only members whose dues have been paid at least 30 days prior to the annual meeting may vote for Directors.
SECTION 4. ANNUAL MEMBERSHIP DUES
The amount of annual membership dues shall be set by the Board by resolution. Dues are payable on or before the date of the annual membership meeting of each calendar year.
SECTION 5. SPECIAL MEETINGS
Special meetings of the Board shall be held periodically during the year. Special Board meetings may be called by the Board or by the President. Board meetings may include the presence of members and guests. Special membership meetings may be called upon written petition to the President by no fewer than 15 members in good standing. Meetings shall be at such times and places as specified by the President or the Board in conformity with the notice provisions of these Bylaws.
SECTION 6. NOTICE OF MEETINGS
Whenever members are required or permitted to take any action at a meeting, notice shall be given to the members by the Secretary stating the place, date and hour of the meeting. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called. A copy of the notice of any meeting shall be given personally or by mail, electronic mail or facsimile to each member entitled to a vote at such meeting. Notice shall not be given less than three nor more than fifty days before the date of the meeting.
SECTION 7. QUORUM AT MEETINGS
Fifteen members, two of whom shall be Officers, shall constitute a quorum at the annual meeting of members for the transaction of business. Quorum at a Board meeting shall be a majority of seated Board Directors.
SECTION 8. VOTE OF MEMBERS
Except as otherwise required by law, the Certificate of Incorporation or these Bylaws, whenever Directors are to be elected by the members, they shall be elected by a majority of the votes cast at the Annual meeting by the members, if a quorum is present at such time.
Upon the demand of any member, the vote at any election of Directors shall be by ballot; absent any such demand, the method of voting shall be discretionary with the person presiding at the meeting. A member must be present at the time of voting if he/she wishes to vote on the matter at hand. There shall be no proxy voting or absentee voting. The Board may choose to vote by e-mail, except for the election of Directors and Officers.
BOARD OF DIRECTORS
SECTION 1. POWER AND RESPONSIBILITIES OF BOARD
The Corporation shall be managed by its Directors. The Board shall manage the affairs of the Corporation and may exercise such powers and perform such lawful acts on its behalf as are not limited to the members by law, the articles of incorporation or these Bylaws.
SECTION 2. QUALIFICATIONS AND NOMINATION OF DIRECTORS
Each Director shall be at least eighteen years of age and member in good standing for three months. Candidates for elected office in Hudson County and office holders in Hudson County may not serve as a Director. Campaign managers, campaign treasurers, and public relations directors for candidates for elected office in Hudson County may not serve as a Director. Members shall become eligible again for Director no less than two months after campaign activities have ceased, in the case of campaign managers, treasurers, public relation directors, or unsuccessful candidates, or two months after term of office has ended, in the case of officeholders.
Directors shall be nominated by the Board before the annual meeting. Active solicitation of interest should begin at least one month before the date of the annual meeting. The President or Secretary will inform the membership that the nominating process is about to begin, and provide contact information so interested members may express their interest to the Board. Board members may solicit interest and present the names of interested parties to the entire Board. Board members may actively recruit people for positions. The President or Secretary will present the names of all qualified candidates who have expressed interest in each position. The nominations shall be made public to the members by mail, electronic mail or facsimile at least two weeks prior to the annual meeting. Nominations may also be made from the floor at the annual meeting with the consent of the nominee and Board. Members nominated by current directors do not need to be present at the Annual meeting; they may accept their nomination through a letter stating such to the President to be read off at this meeting.
SECTION 3. NUMBER OF DIRECTORS
The Board shall consist of 9 Directors unless otherwise increased or decreased by the Board. The number of Directors may be increased or decreased at any time and from time to time by amendment to the Bylaws, by action of the majority of the seated Board, except that in no case may any decrease in the number of Directors shorten the term of any incumbent Director. The Board may operate with less than the proscribed number of Directors if all seats are not currently filled.
SECTION 4. INITIAL BOARD OF DIRECTORS
The initial Board of Directors shall consist of those individuals named in the Corporations Certificate of Incorporation. These Directors shall hold office until a special election of the membership is held or until the date of first annual meeting, whichever occurs first. The initial Directors shall not be held to the membership requirements stated in Section Two.
SECTION 5. ELECTION AND TERM OF DIRECTORS
At each annual meeting of the members, the members shall elect Directors, each Director to hold office for a term of two years until the next annual meeting of the members and until his or her successor has been elected and qualified.
SECTION 6. NEWLY-CREATED DIRECTORSHIPS AND VACANCIES
Newly created directorships resulting from an increase in the number of Directors elected and vacancies occurring in the Board for any reason, may be filled by vote of the members at the next regular meeting of members or by a majority vote of the Board. The term of all newly-created directorships shall expire at the next Annual Meeting.
SECTION 7. RESIGNATION
Any Director may resign from office at any time by delivering a resignation in writing to the Corporation. Such resignations shall take effect at the time specified therein, and unless otherwise specified, no acceptance of resignation shall be necessary to make it effective.
SECTION 8. REMOVAL OF DIRECTORS
Any or all of the Directors may be removed by vote of the members. Any Director may be removed with good cause by vote of the Board provided there is a quorum.
SECTION 9. MEETINGS OF THE BOARD
Meetings of the Board shall be held no less than four (4) times a year. Special meetings of the Board may be called at any time by the President. Notice shall be given to the members by the Secretary stating the place, date and hour of the meeting. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called. A copy of the notice of any meeting shall be given personally or by mail, electronic mail or facsimile, to each Director entitled to a vote at such meeting. Notice shall not be given less than three nor more than fifty days before the date of the meeting.
SECTION 10. QUORUM AND VOTING
Unless a greater proportion is required by law, by the Certificate of Incorporation or by a Bylaw adopted by the members, a majority of the seated Board shall constitute a quorum for the transaction of business. Except as otherwise required by law, the Certificate of Incorporation or these Bylaws, the vote of a majority of the seated Directors present at a meeting at the time of the vote, if a quorum is present at such time, shall be an act of the Board. There shall be no proxy voting or absentee voting. The Board may choose to vote by e-mail, except for the election of Directors and Officers.
SECTION 11. COMMITTEES OF THE BOARD.
The Board, by resolution adopted by the majority of the seated Board, may designate among its members an Executive Committee and other standing committees, each consisting of three or more Directors, and each of whom, to the extent provided in the resolution, shall have the authority of the Board, to the full extent permitted by law. The President may designate ad hoc committees.
SECTION 12. COMPENSATION OF DIRECTORS
The Corporation shall not pay any compensation to Directors for services rendered to the Corporation, except that Directors may be reimbursed for expenses incurred in the performance of their duties to the Corporation, in reasonable amounts as approved by majority of the entire Board.
SECTION 13. NONLIABILITY OF DIRECTORS
The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation.
SECTION 14. INDEMNIFICATION BY CORPORATION OF DIRECTORS AND OFFICERS
The Directors and Officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.
SECTION 15. INSURANCE FOR CORPORATE AGENTS
Except as otherwise provided under provisions of law, the Board may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Corporation (including a Director, 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 agents 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.
OFFICERS, AGENTS & EMPLOYEES
SECTION 1. DESIGNATION OF OFFICERS
The Officers of this Corporation shall be a President, a Vice-President, a Secretary, and a Treasurer.
SECTION 2. QUALIFICATIONS & NOMINATION OF OFFICERS
Each Officer shall be at least eighteen years of age, a Board Director, and member in good standing for three months. Candidates for elected office in Hudson County and office holders in Hudson County may not serve as an Officer. Campaign managers, campaign treasurers, and public relations directors for candidates for elected office in Hudson County may not serve as an Officer. Members shall become eligible again for Officer no less than two months after campaign activities have ceased, in the case of campaign managers, treasurers, public relation directors, or unsuccessful candidates, or two months after term of office has ended, in the case of officeholders.
Officers shall be nominated by the new Board at the annual reorganization meeting.
SECTION 3. ELECTION AND TERM OF OFFICERS
At each annual meeting of the members, the Board shall elect Officers, each Officer to hold office for a term of two years until the next annual meeting of the members and until his successor has been elected and taken office; terms may be extended until such time as a successor has been elected and qualified. Officers may not serve for more than two successive terms. If an office becomes vacant for any reason, the Board may fill such vacancy. Any Officer so appointed or elected shall serve only until such time as the unexpired term of his successor shall have expired unless re-elected by the members. The Board may remove any Officer with cause.
SECTION 4. POWERS AND DUTIES OF OFFICERS
The Officers shall perform the following duties and shall exercise the responsibilities and powers of their respective offices.
(a) The President shall preside at all meetings of the organization, enforce the Bylaws, and preserve order. The President, under the advice and direction of the Board, shall have general direction and management of its affairs, appoint all committees and be an ex-officio member of them, except as limited in these Bylaws. The President shall exercise all powers and perform all duties elsewhere in the Bylaws, and shall have power to take such steps as may be deemed necessary to fulfill the duties of the office and to provide for the general welfare of the organization. The President may assign special or temporary duties to any Director as the welfare of the organization may require. The President shall perform all duties customary to this office in accordance with policies and directives approved by the Board.
(b) The Vice-President shall perform the duties of the President in his/her absence or in the event of his/her inability or refusal to act, 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 and have such other powers as the Board may from time to time prescribe by standing or special resolution, or as the President may from time to time provide, subject to the powers and the supervisions of the Board. In addition, the Vice-President shall assist the President in the operation of the organization.
(c) The Treasurer shall have the custody of, and be responsible for, all funds and securities of the Corporation. He/she shall keep or cause to be kept complete and accurate accounts of receipts and disbursements of the Corporation, and shall deposit all monies and other valuable property of the Corporation in the name of and to the credit of the Corporation in such banks or depositories as the Board may designate. The Treasurer shall render a statement of accounts to the Board at least once each quarter or as otherwise required by the Board. He/she shall at all reasonable times exhibit the books and accounts to any Officer or Director of the Corporation, and shall perform all duties incident to the office of Treasurer, subject to the supervisor of the Board. The Treasurer shall transfer all records and documents in good order and within one week of succession to his or her successor.
(d) The Secretary shall be responsible for the keeping accurate record of the proceedings of all meetings of the Board, shall give or cause to be given all notices in accordance with these Bylaws or as required by law, and, in general, shall perform all duties customary to the office of Secretary. The Secretary shall record attendance at all meetings; take minutes of all meetings and maintain a file of such minutes; keep a list of the names and addresses of the members; notify the members of the time and place of meetings; and conduct the correspondence of the organization. The Secretary shall have custody of the corporate seal of Corporation, if any; and he shall have authority to affix the same to any instrument requiring it; and, when so affixed, it may be attested by his signature. The Board may give general authority to any Officer to affix the seal of the Corporation, if any, and to attest the affixing by his signature. The Secretary shall have custody of the Certificate of Incorporation. The Secretary shall transfer all records and documents in good order and within one week of succession to his or her successor.
SECTION 5. COMPENSATION OF OFFICERS, AGENTS AND EMPLOYEES
The Corporation shall not pay any compensation to Officers for services rendered to the Corporation, except that Officers may be reimbursed for expenses incurred in the performance of their duties to the Corporation, in reasonable amounts as approved by majority of the entire Board.
The compensation of agents and employees by the Board shall be fixed by the Board, but this power may be delegated to any officer, agent or employee as to persons under that person’s direction or control. The Board may require officers, agents or employees to give security for the faithful performance of their duties.
SECTION 1. FISCAL YEAR
The fiscal year of the Corporation shall be the calendar year or such other period as may be fixed by the Board.
SECTION 2. CHECKS, NOTES, CONTRACTS
The Board shall determine who shall be authorized from time to time on the Corporations behalf to sign checks, notes, drafts, acceptances, bills of exchange and other orders or obligations for the payment of money; to enter into contracts; or to execute and deliver other documents and instruments.
SECTION 3. BOOKS AND RECORDS
The Corporation shall keep at its principal office in the State of New Jersey (1) correct and complete books and records of accounts (2) minutes of the proceedings of Board and any committee of the Corporation, and (3) a current list or record containing the names and addresses of all Directors and Officers of the Corporation. Any of the books, records and minutes of the Corporation may be in written form or in any other form capable of being converted into written form a reasonable time.
SECTION 4. LOANS TO DIRECTORS OR OFFICERS
No loans, other than through the purchase of bonds, debentures, or similar obligation of the type customarily sold in public offerings, or through ordinary deposit of founds in a bank, shall be made by the Corporation to its Directors or Officers, or to any other corporation, firm, association or other entity in which or more of its directors or officers are Directors or Officers of the Corporation, or hold a substantial financial interest.
SECTION 5. STANDING AND SPECIAL COMMITTEES
The President or Board shall at any point in time create and appoint members to any standing and special committees deemed necessary to carry on the functions of the Corporation.
SECTION 6. PROCEDURE AND ORDER OF BUSINESS AT MEETINGS
The current edition of Roberts Rules of Order shall govern all procedures of this organization not governed by a provision of these bylaws. The usual order of business at meetings of the members or the Board shall include a call to order, attendance and a reading of the minutes of the previous meeting and action thereon.
SECTION 7. INDEMNIFICATION AND INSURANCE
The Corporation may indemnify any person made, or threatened to be made, a party to an action or proceeding other than one by or in the right of the Corporation to procure a judgment in its favor, whether civil or criminal, by reason of the fact that such person or such persons testator or intestate is or was a Director or Officer of the Corporation, and Corporation may advance such persons related expenses, to the full extent permitted by law. The Corporation shall have the power to purchase and maintain insurance to indemnify the Corporation and its Directors and Officers to the full extent such indemnification is permitted by law.
In no case, however, shall the Corporation indemnify, reimburse, or insure any person for any taxes imposed on such individual under chapter 42 of the Internal Revenue Code of 1986, as now in effect or as may hereafter be amended ("the Code"). Further, if at any time the Corporation is deemed to be a private foundation within the meaning of section 509 of the Code then, during such time, no payment shall be made under this Article if such payment would constitute an act of self-dealing or a taxable expenditure, as defined in 4941 (d) or 4945 (d), respectively, of the Code. Moreover, the Corporation shall not indemnify, reimburse, or insure any person in any instance where such indemnification, reimbursement, or insurance is inconsistent with 4958 of the Code or any other provision of the Code applicable to corporations described in 501 (c) (3) of the Code.
SECTION 8. AMENDMENTS TO CERTIFICATE AND BYLAWS
The Certificate of Incorporation may be amended by majority vote of the seated Board.
These Bylaws may be amended or repealed, and new Bylaws may be adopted, by an affirmative vote of a majority of the seated Board.
SECTION 9. CONSTRUCTION AND TERMS
If there is a conflict between the provisions of these Bylaws and the Certificate of Incorporation of this Corporation, the provisions of the Certificate of Incorporation shall govern.
Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.
All references in these Bylaws to the Certificate of Incorporation shall be to the Certificate of Incorporation filed with an office of this state and used to establish the legal existence of this corporation.
All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.