Proposed NAME CHANGE AND BYLAWS REVISIONS July 1, 2008

BYLAWS
Proposed for final adoption July, 2008
PREAMBLE
Whereas, it is the desire of numerous, dedicated individuals to support the State of New Jersey in its efforts to protect, preserve, interpret, and enhance the Wallace House and Old Dutch Parsonage State Historic Sites, located in the Borough of Somerville, as well as their associated cultural resources;
Whereas, a desire exists to work cooperatively with the State of New Jersey, its representatives, other organizations, and associated entities, to support efforts related to these Sites;
Whereas, it is acknowledged that the State of New Jersey, through its agents and employees, maintains ultimate jurisdiction and control over all policies, property, and activities related to these Sites;
Therefore, be it resolved that an organization comprised of supporters of the Wallace House and Old Dutch Parsonage State Historic Sites be established to further the above objectives.

Article I
NAME
This organization shall be known as “The Wallace House and Old Dutch Parsonage Association,” hereinafter referred to as the Association.

Article II
PURPOSES

The mission of the Association is in accordance with the guidelines issued by the New Jersey Department of Environmental Protection, Division of Parks and Forestry, “to amplify and complement the mission” of the Wallace House and Old Dutch Parsonage State Historic Sites, (hereafter referred to as the Sites), as follows:
Section 1. It shall be the primary mission of the Association to raise capital funds for the express purpose of funding site improvement, acquisitions, preservation, and program efforts at the Sites. The Association shall have discretion with respect to the distribution of money received by the Association. However, no part of the group’s income or profit shall be distributed to or used to directly benefit of its members, officers, or trustees.
Section 2. The Association shall help support efforts to preserve and interpret the cultural and material heritage of the State of New Jersey as related to the Sites.

Article III
MEMBERSHIP
Section 1. Membership is open to all who are interested in the purposes of the organization, who are willing to assist others to achieve those purposes, and who shall pay annual dues as determined by the Board of Trustees.
Section 2. The Board of Trustees, at its discretion, may award honorary membership and waive payment of dues.
Section 3. Active members shall be those persons whose annual dues are paid to date.
Section 4. Annual dues paid by members are non-refundable.
Section 5. A current copy of the Bylaws shall be provided upon request to all interested parties.

Article IV
BOARD OF TRUSTEES
Section 1. The Board of Trustees shall be the governing body of the Association and shall have all of the powers between the meetings of the general membership.
Section 2. The Board of Trustees shall consist of a minimum of four members who shall be executive officers of the Association, elected by the general membership.
Section 3. Trustees/Officers shall be elected or re-elected to a two-year term at the Annual Meeting. There is no limit to the
terms to which a Trustee/Officer can be appointed.
Section 4. The Sites’Adminstrator or his/her designee shall be the Sites’ liaison to the Board.
Section 5. All members of the Board of Trustees must be members in good standing. Members who are not in good standing will be asked to resign their office.
Section 6. In the event a vacancy on the Board of Trustees occurs such that there would be less than four Trustees, the Board shall appoint a member of the Association to complete the term.

Article V
ELECTION OF OFFICERS

Section 1. The executive officers of the Board of Trustees shall be a President, Vice President, Secretary, and Treasurer.
Section 2. The above officers will be selected by a majority vote of those members present at the Annual Meeting in alternate
years.
Section 3. All of the above officers shall take office immediately following their election and shall serve for a period of two years.
Section 4. In the event a vacancy occurs among the officers, the Board of Trustees shall appoint a member of the Board to complete the unexpired term.

Article VI
DUTIES OF THE OFFICERS

Section 1. The President shall be the presiding officer at all meetings. The President shall call all meetings, shall appoint all committee chairs, including the chair of the Nominating Committee, and shall call for regular committee reports.
The President shall review and have the final authority on all public communications regarding all Association-sponsored activities and statements related to the Association. The Sites’ Administrator shall have final authority on all statements related directly to the Sites, gifts and acquisitions.
Section 2. If for any reason the President is unable to perform the duties of the office, the Vice President shall occupy the position and perform the duties, having the same authority as the President.
Section 3. The Secretary shall record and maintain records the minutes of all meetings and shall place all minutes, as well as provide a copy to the Sites. The Secretary shall maintain a copy of all correspondence. The Secretary shall notify all members of the date and agenda of all meetings, including the Annual Meeting.
Section 4. The Treasurer shall receive all monies and shall deposit and/or withdraw the same at a bank(s) determined
by the Board of Trustees. The Treasurer shall be authorized to make payments by check of corporate obligations. Payments that exceed $75 shall require the authorization of the Board of Trustees. The Treasurer shall retain financial records as well as prepare, file, and present any reports as required by law. The Treasurer shall also prepare an annual financial statement for presentation to the membership at the Association’s Annual Meeting.

Article VII
STANDING COMMITTEES
There shall be three Standing Committees and Ad Hoc Committees as described below:
Section 1. Membership
The Membership Committee shall recruit new members. The Membership Committee shall consist of the Vice President and other members in good standing appointed to the committee by the President. The Vice President shall serve as Chair and maintain a list of active paid members, noting when each membership expires. The Committee shall send out renewal notices and receive dues, and shall report to the Board on the status of the membership list.
Section 2. Finance/Capital Funding Committee
The Finance/Capital Funding Committee shall prepare and annual budget and capital spending program for presentation to the Board at its first meeting following the Annual Meeting. The Committee shall consist of the President, the Treasurer and up to two additional members. The committee shall work closely with the Sites’ Administrator regarding the capital priorities and the needs of the Sites.
Section 3. Nominating.
The Nominating Committee shall prepare a slate of candidates for publication prior to the Annual Meeting. The Nominating Committee shall be appointed by the President as needed.
Section 4. Ad Hoc Committees.
Other non-standing committees may be established by the Board of Trustees from time to time as may be needed to advance the mission and goals of the Association.

Article VIII
DUES
The Board of Trustees shall establish a membership structure and set appropriate dues.

Article IX
NOMINATION AND APPOINTMENT

Section 1. In the event that there is more than a single nomination for office or trusteeship, the Nominating Committee shall prepare paper ballots to be used at the Annual Meeting.
Section 2. If election is by ballot, a plurality of votes cast is necessary for election.

Article X
MEETINGS
Section 1. The Board of Trustees shall hold at least 2 meetings annually, including the Annual Meeting of the Association’s membership for the purpose of conducting business as designated by the Board and the Bylaws.
Section 2. The membership shall be notified of the Annual Meeting at least two weeks prior to the scheduled date.
Such notification shall include an agenda.
Section 3. The schedule of meetings for the year shall be set
during the Board’s first meeting immediately following the Annual Meeting. All members of the Association may attend all Board meetings.
Section 4. Additional meetings of the Board of Trustees may be called with the prior approval of at least two Trustees. An agenda for any special meeting shall be provided in advance.

Article XI
QUORUM
Section 1. At all Membership Meetings, including the Annual Meeting, ten (10) members of the Association shall constitute a quorum.
Section 2. At meetings of the Board of Trustees, three members shall constitute a quorum.

Article XII
PARLIAMENTARY AUTHORITY

Roberts Rules of Order Revised (10th edition) shall govern all proceedings of the Association but shall not supersede the Bylaws.

Article XIII
GIFTS
Gifts to the Sites made by the Association or through the agency of the Association become the property of The Sites and, therefore, of the State of New Jersey, upon delivery.

Article XIV
DISSOLUTION

Section 1. In the event that the Board of Trustees deems it necessary to dissolve the Association, a notice shall be sent to the membership of a special meeting to consider this action. Dissolution will occur by a simple majority vote of those present.
Section 2. In the event of the dissolution of the Association, all funds shall either be expended to purchase real property for the sites, or be deposited in a dedicated Park Service account for capital improvements at The Sites at the discretion of the Association at the time of dissolution. Likewise, all Association property, real or personal, shall revert to the State of New Jersey for use at the Sites.

Article XV
AMENDMENTS
Amendments to the Bylaws must be presented to the general membership at an Annual Meeting or a previously announced special meeting. Adoption of the proposed amendment(s), is by a simple majority vote of those members present.

Advertisements