BY-LAWS
OF THE BAYONNE TOWN CENTER
MANAGEMENT CORPORATION
ARTICLE
I – NAME
The name of the corporation is the Bayonne Town Center
Management Corporation, hereinafter referred to as the “Corporation”.
ARTICLE
II – OFFICES
The principal office of the Bayonne Town Center Management Corporation shall
be in the City of Bayonne, New Jersey. The Corporation may maintain additional
offices at other places within Bayonne as the board of Trustees may choose
to designate.
ARTICLE
III – PURPOSE
The Corporation is organized and shall be operated to assist in the economic
development of the Town Center of the City of Bayonne.
ARTICLE
IV – PROHIBITED ACTIVITIES
LIMITATIONS BY I.R.S. REGULATIONS
(a) The corporation shall not carry on any other activities
not permitted to be carried on, (a), by the corporation exempt
from Federal Income tax under 501 (c) (3) of the Internal
Revenue Code of 1954, as amended (or the corresponding provision
of any future United States Internal Revenue law) or (B)
by a corporation, contributions to which are deductible under
179 (c) (2) of the internal Revenue code of 1954, as amended
(Or the corresponding provision of any future United States
Internal Revenue law).
(b) No part of the net earnings of the corporation shall
inure to the benefit of, or be distributable to, its members,
trustees, officers, or other persons except that the corporation
shall be authorized and empowered to pay reasonable compensation
for services rendered to the corporation and to make payments
and distribution in furtherance of the purposes set fourth
herein;
(c) No substantial part of the activities of the corporation
shall be the carrying on of propaganda, or otherwise attempting
to influence legislation, and the corporation shall not participate
in, or intervene in (including the publishing or distribution
of statements) any political campaign on behalf of any candidate
for public office except as authorized under the Internal
Revenue Code of 1954, as amended;
ARTICLE
V – MEMBERSHIP OF THE CORPORATION
SEC
1 – MEMBERSHIP-All retail, commercial and professional
occupants, tenants and owners located within the Town Center
(excluding church related, govermental and residential
properties) shall be members of the Bayonne Town Center
Management Corporation.
SEC
2 – ROLL OF MEMBERS-The Secretary of the Corporation
shall maintain a list of all members of the Corporation.
SEC
3 – TRANSFER OF MEMBERSHIP-Membership in the
Corporation is not transferable or assignable.
SEC
4 – VOTING RIGHTS.
(a)
Every member who owns property within the Town Center shall
be entitled to one
vote in the
Corporation as a property owner, regardless of
the number of properties owned.
(b)
Every member who leases or rents property and occupies
space as a tenant within the Town Center
shall be entitled
to one vote in the Corporation as
a tenant regardless of the number of properties leased or rented.
(c)
Any member who both owns property and occupies space as
a tenant within the Town Center shall be entitled to two
votes, one as a
property owner
and one as a tenant regardless of the number of properties owned,
leased or rented.
Alternative
Language – Every member of the Corporation shall be entitled
to one vote on each matter submitted to a vote of members.
SEC
5 – AMENDMENTS
TO BY-LAWS BY GENERAL MEMBERSHIP- These By-Laws may be
amended, changed, or repealed by a two-thirds
(2/3) vote of the general membership, provided that the general
membership has received, or been notified of, in writing,
the proposed amendment, change, or request to repeal thirty
(30) days in advance of the meeting at which such action
is proposed. Nothing contained herein prohibits the amendment
to these By-Laws as provided for in Section 15, herein.
ARTICLE VI – MEETING OF MEMBERS
SECTION 1. Annual Meeting. An annual meeting of the members shall be held in
June of each year, beginning in 1991, at a time and place to be determined
by the Board of Trustees, for the purposes of transacting such business as
may come before the meeting.
SECTION 2 Special Meetings. Special meetings of members
may be held on such date or dates as may be fixed by the
Board of Trustees of the Corporation from time to time.
SECTION 3. Place of Meeting The Board of Trustees may designate
any place within the City of Bayonne as the location of any
membership meeting.
SECTION 4 Notice of Meetings. Written notice of the time,
place and purpose of every meeting of members shall be given
not less than 10 nor more than 60 days before the date of
the meeting to each member of record entitled to vote at
the meeting.
SECTION 5. Manner of Acting. Except where otherwise specified
in these By-Laws, majority vote of the members present at
a meeting at which a quorum is present shall be required
to pass all motions.
SECTION 6 Voting by Proxy. Proxies are not permitted.
SECTION 7 QUORUM. A Majority of the members of the Corporation
eligible to vote at a meeting constitutes a quorum, which
is required for the conduct of business of a meeting of the
members
SECTION
8 Conduct of Meetings. Roberts’ Rules of
Order will govern all business meetings of the membership
ARTICLE VII – BOARD OF TRUSTEES
SECTION 1. General Powers. The business and affairs of
the Corporation shall be managed by a Board of Trustees,
which may exercise all powers of the Corporation
and perform all lawful acts for a corporation pursuant to the laws of the
State of New Jersey governing “not for profit” corporations.
SECTION
2 Number, Selection and Tenure of Trustees. The three (3)
Trustees constituting the original Board of Trustees, as
designated in the Articles
of Incorporation, shall hold office until the first annual meetings of
the membership. Subsequently, the Corporation shall be
governed by a Board of
Trustees consisting of eleven (11) voting members
and two (2) non-voting members as
follows: one (1) member of the Municipal Council representing the 2nd Ward
of the City of Bayonne, appointed by a majority vote of the Municipal Council;
three (3) persons who are owners of real estate located within the Town
Center, or officials of a corporation or entity owning
real estate within the Town
Center; six (6) persons who are proprietors or employees of business conducted
in the Town Center, and a representative selected from the Executive Committee
of the Bayonne Economic Development Corporation (BEDC). There shall be
one (1) representative from Bayonne United Merchants Association
representing
the business area from 27th Street to 55th Street
and one (1) representative representing
the business area from 5th Street to 19th Street. The representatives from
the two (2) business areas (5th Street to 19th Street and 27th Street to
55th Street) shall be non-voting members.
(b)
The Initial term of the three (3) property owners on the
Board of Trustees will be for a two
(2) year term and for four (4) year terms thereafter.
The
term of office for the six (6) persons who are proprietors of employee
of businesses conducted in the Town Center shall
be for four (4) year terms. The term of
offices for the representative from the BEDC and the two (2) non-voting
members shall be for one (1) year. Terms shall
expire on June 30.
(c)
Within 30 days of the record date established by the Board
of Trustees, all members shall be notified that self-nominations
for the Board of Trustees are being accepted in writing for
the time period set fourth in the notice. In addition, the
Board of Trustees shall appoint a nomination committee which
shall present its slate of proposed nominees to the Board
of Trustees. The nominating committee shall verify all matters
concerning eligibility of membership. Upon approval by the
Board of Trustees of the nominating committees recommendations,
these nominees shall comprise the official ballot which together
with the notice of the annual meeting shall be mailed to
all members in accordance with the provisions of the by-laws.
All ballots must be received by the Corporation at least
5 days prior to the date of the annual meeting to be counted
in the election of the Board of Trustees. The election results
shall be announced at the annual meeting. The Board of Trustees
shall be elected at the annual meeting. The Board of Trustees
shall be elected by a plurality vote.
(c)
The representative from the two (2) business areas shall
be appointed by the Board of Trustees after there election
at the annual meeting.
(d)
Not more than one (1) representative per member entity
shall appear on the ballot. A members name may appear as
a nominee only once on the ballot either as: (a) an owner
of real estate located within the Town Center, or; (b)
a proprietor of employee of a business conducted within
the
Town Center.
Every
nominee shall be identified on the ballot as an owner of
real estate and/or a proprietor or employee
of a business.
SECTION 3. Vacancies. Any vacancy occurring in the Board
of Trustees shall be filled by a majority vote of the remaining
Trustees. Any trustees so selected shall serve only the unexpired
term of his predecessor in office, in the same category as
the member replaced. Members, as well as Trustees, may make
recommendations to the Board on selection of a trustee to
fill a vacancy on the Board. Notice of such selections shall
be given to the Municipal Council.
SECTION
4 Committees. The Board of Trustees may designate from
its number an Executive Committee and other standing
committees including, but not limited to, Budget, Nominating,
and By-Law. Such committees shall have such authority as
the Board of Trustees may delegate. The Executive Committee
shall consist of the Chairman, Vice-Chairman, Treasurer and
Secretary of the Board of Trustees.
(b)
Chairmen of any other committee must be members of the
Board of Trustees and shall be appointed by the Executive
Committee in consultation with the Board of Trustees. Committee
members need not be members of the Board of Trustees nor
members of the Corporation.
(c)
A majority of each committee shall constitute a quorum
for the transaction of business and the act of the majority
of the committee members present at
a meting at which a quorum present shall be the act of that committee.
SECTION
5. Removal, Resignation.
(a)
Any or all of the Trustees except the public Trustees
may be removed with or without cause by a majority vote
of the Board of Trustees, or a two-thirds vote of the general
membership of the Corporation
(b)
A Trustee may resign at any time given written notice to
the Board of Trustees or to an officer of the Corporation.
Unless otherwise specified in the notice, the resignation
shall take effect upon receipt thereof by the Board of
Trustees or such officer. Acceptance of such resignation
shall not
be necessary to make it effective.
SECTION 6. Regular Meetings. The Board of Trustees shall
meet monthly at such time and place to be determined by the
Board. Any member of the Corporation may attend but must
receive prior permission from the Board in order to address
the Board during the meeting.
SECTION 7. Election Meeting. The first meeting of the full
Board of Trustees shall be held to elect officers, and officers
shall be elected by Trustees every two (2) years thereafter,
after the June meeting.
SECTION 8. Special Meetings. Special meeting of the Board
of Trustees may be called by or at the request of the Chairman
with the consent of the majority of the Board of Trustees.
Notice of the special meetings of the Board may fix any place,
either within or without the State of New Jersey, as the
place for holding any special meeting of the Board.
SECTION 9. Notice. Notice of every meeting of the Board
of Trustees shall be given to each Trustee at least 48 hours
prior to the meeting.
SECTION 10. Quorum. A majority of the Voting Board of Trustees
shall constitute a quorum required for the transaction of
business at any meeting of the Board. Whenever a quorum is
not present at a regular or special meeting of the Board,
those Trustees present may reschedule the meeting to another
date and time, or hold a meeting for the purpose of considering
such matters as are on the agenda. However, no formal or
final action may be taken at such meeting, until ratified
and confirmed at a subsequent meeting at which a quorum of
the Board is present.
SECTION 11 Manner of Action. The act of a majority of the
Trustees present at a meeting at which a quorum is present
shall be the act of the Board of Trustees unless the act
of a greater number is required by law or by these By-Laws.
Each Trustee shall have one (1) vote, exercisable at duly-constituted
meetings of the Board of Trustees.
SECTION 12. Action by Consent. Any action required or permitted
to be taken at any meeting of the Board of Trustees may be
taken without a meeting, if a written consent to such action
is signed by all members of the Board of Trustees and such
written consent is filed with the minutes of the proceedings
of the Board of Trustees.
SECTION
13 . Parlimentary Procedures. Parlimentary procedures in
meetings of the Board of Trustees of the Corporation shall
be governed by Roberts’ Rules of Order, except as Roberts’ Rules
of Order differ from procedures explicitly set fourth in
the By-Laws or Articles of Incorporation, in which case those
procedures shall be followed.
SECTION 14. Order of Business at Regular Trustee Meetings.
The order of business at all regular meetings of the Board
of Trustees shall be as follows:
A. Roll call of Trustees;
B. Reading and approval or amendment of Minutes of the previous
meeting of the Board of Trustees
C. Additions to agenda: items for acceptance by the Board
(if applicable);
D. Reports of Committees and Officers;
E. Unfinished business;
F. New business; and
G. Adjournment.
SECTION 15. Amendments to the By-Laws by the Board of Trustees.
The Board of Trustees shall have the power to make, amend
and repeal these By-Laws, and to adopt new By-Laws, by an
affirmative vote of a majority of a quorum of the Board of
Trustees, provided that a notice of the proposal to make,
amend or repeal these By-Laws, and a copy of the proposed
amendments or repealed provision of these By-Laws which will
be subject to the approval and adoption by the Board of Trustees,
is given to the Board of Trustees along with the notice of
the meetings of the Board of Trustees at which such action
may take place. Amendments to the Articles of Incorporation
shall be made in accordance with the provisions of Title
15A of the New Jersey Revised Statutes.
SECTION 16. Duties of the Board of Trustees. In addition
to the powers outlined under Sections 1 and 15 of Article
VII of these By-Laws, it shall be the duty of the Board of
Trustees to approve all personnel appointments to the Corporation
by a majority vote of the members of the Board of Trustees,
and to review and approve all contracts entered into by the
Corporation, by the majority vote of the members of the Board
of Trustees then in office.
SECTION 17 Ex-Officio Members of the Board of Trustees.
The Executive Director of the Corporation, if any, shall
serve as a non-voting Ex-Officio member of the Board of Trustees.
ARTICLE VIII – COMPENSATION, REIMBURSEMENT & CONTRACTS
SECTION 1 Compensation. No Employees of the Corporation shall
have financial interest, either direct of indirect, in any
contract relating to the operations of the Corporation, nor
in any contract for the furnishing of services or supplies
to the Corporation. SECTION 2 Reimbursement. Trustees and officers may be reimbursed
for reasonable and necessary expenses incurred by them in
performance of their duties, which are directly elated to
official Corporation business such as, but not limited to,
travel expenses. Such expenses must be authorized by a majority
vote of the Board of Trustees in advance of incurring such
expenses. Reimbursement shall be subject to the availability
of funds approved for such activities.
SECTION 3 Contracts. No trustee or member of the Corporation
shall have a financial interest, either direct or indirect,
in any contract relating to the operations of the Corporation,
or in any contract for the furnishing of services or supplies
to the Corporation unless the fact of such interest is disclosed
in writing to the Board of Trustees both prior to, and made
public at, any meeting of the Board of Trustees during which
such contact is to be discussed, reviewed of approved by
the Board of Trustees. No trustee of the Corporation having
such a direct or indirect interest in any contract brought
before the Board of Trustees for review an approval shall
cast a vote on any matter which has a direct bearing on such
contract. No trustee, or member of the Corporation having
a direct or indirect interest in any contract brought before
the Board of Trustees for review and approval shall seek,
either or indirectly, to influence any vote of any trustee
or Trustees on any matters having a direct bearing on such
contract.
ARTICLE IX – OFFICERS
SECTION 1. Officers. The officers of the Corporation shall
be a Chairman, Vice-Chairman, Treasurer and Secretary, and
such other officers as the Board of Trustees may determine.
All officers must be members of the Board of Trustees and
elected by the Board of Trustees.
SECTION 2. Election and Term of Offices. The officers of
the Corporation shall be elected to two (2) year terms by
the Board of Trustees after the election of Trustees. Each
officer shall hold office until his successor shall have
been duly elected and qualified.
SECTION 3. Vacancies. Any Vacancies occurring in any office
may be filled by a majority vote of the members of the Board
of Trustees. An officer elected to fill a vacancy shall serve
the expired term of his predecessor in office.
SECTION 4 Removal, Resignation. Any officer of the Corporation
may be removed by a majority vote of the Board of Trustees
for the same reasons specified for Trustees in Section 5
of Article VII. In addition, any officer may resign by giving
written notice in accordance with the provisions of Section
5(b) of Article VII, applicable to Trustees.
SECTION 5. Chairman. The Chairman shall preside at all meetings
of the general membership and Board of Trustees. The Chairman
shall sign all certificates, stocks, bonds, deeds, leases,
conveyances, commercial paper, contracts, and all other obligations
and written instruments, unless otherwise directed by the
Board of Trustees. The Chairman shall submit a complete and
detailed report of the operations of the Corporation and
its financial condition for the fiscal year to the Board
of Trustees at its first regular meeting each year and to
the general-membership at their annual meeting. The Chairman
shall, from time to time, report to the Board of Trustees
regarding all other matters which may effect the interests
of the corporation. The Chairman shall perform such additional
duties as may be assigned to him from time to time by the
Board of Trustees.
SECTION 6 Vice-Chairman. The Vice-Chairman shall discharge
the duties of the Chairman in the event of his/her absence
or disability for any cause whatever. The Vice-Chairman shall
perform such additional duties as may be assigned to him
from time to time by the Board of Trustees.
SECTION 7. Secretary. The Secretary shall attest all bonds,
deeds, leases or conveyances executed by the Corporation
and shall keep a correct and complete record of all the proceedings
of the Corporation, including such as relates to the election
of its officers. In conjunction with the Executive Director,
he/she shall also keep a book containing the names of all
members since the organizations of the Corporation, showing
their places of business or residence in the City of Bayonne,
and shall safely and systematically keep all books, records,
and papers belonging to the Corporation or in anywise pertaining
to the business thereof. He/she shall attend to the giving
and serving of all notices of meetings of the Board of Trustees
and members. He/she shall in general perform all the duties
which are incident to the office of Secretary of a corporation,
subject to the Board of Trustees and with the assistance
of the Executive Director. He/she shall perform such additional
duties as may be assigned to him from time to time by the
Board of Trustees.
SECTION
8. Treasurer. The Treasurer shall keep account of all monies,
credits, and property of the Corporation which
shall come into his hands and shall keep full and accurate
accounts of all receipts and disbursements in books belonging
to the Corporation. He/she shall have custody of all the
funds and securities and other valuable effects of the Corporation.
Whenever necessary, he/she shall endorse on behalf of the
Corporation all checks, note, or other obligations and evidence
of payment of money payable to the Corporation of coming
into his/her possession and shall deposit the funds arising
therefrom, and all other monies and valuable effects of the
Corporation in the name and to the credit of the Corporation
in such depositories as may be selected by the Board of Trustees
or property care for them in such a manner as the Board of
Trustees may direct. He/she (or, in his/her absence another
officer) shall co-sign with one other officer checks and
other instruments drawn on or payable out of the funds of
the Corporation, whenever required by the Board of Trustees,
taking proper vouchers for such disbursements.
He/she
shall at all times exhibit a true and complete statement
of the Corporation’s cash account and of the securities
and other funds in his/her custody and control and shall
at all reasonable times within business hours exhibit his
books and accounts to any trustee. He/she shall in general
perform all the duties which are incident to the office of
Treasurer of a corporation, subject to the Board of Trustees.
If the Board of Trustees shall so require, he/she shall give
bond in such sum and with such surety as the Board of Trustees
may direct for the faithful performance of his/her duties
and for the safe custody of the funds and property coming
into his possession. Funding for such bonding may be provided
by the Corporation. He/she shall perform such additional
duties as may be assigned to him from time to time by the
Board of Trustees.
SECTION 9. Execution of Documents. All contracts, leases,
notes, commercial paper, and other written instruments and
legal documents shall be signed by the Chairman, or such
other person who may be designated by the Board of Trustees.
All bonds, deeds and mortgages shall be signed by the Chairman
and attested to by the Secretary.
Any two signatures of the following individuals are required in order to execute
disbursements and drafts of order for payments: Chairman, Vice Chairman, Secretary,
Treasurer, and the Executive Director, if appropriate when authorized by the
Board of Trustees. The Board may from time to time authorize the Executive
Director to execute other documents to carry out the business of the Corporation.
SECTION 10. Loans to Officers. No loan of money or property
or any advance on account of services to be performed in
the future shall be made to any officer, trustee, or member
of the corporation.
ARTICLE
X – EXECUTIVE DIRECTOR
If, in the opinion of the Board of Trustees, an Executive
Director is necessary to properly promote and handle the
affairs of the Corporation, the Board of Trustees shall be
authorized to hire, employ, and arrange the terms of employment
of the Executive Director. ARTICLE XI - BOOKS, RECORDS AND ACCOUNTS
The Corporation shall keep at its principal office correct and complete books
and records which shall at all times show the financial condition of the
Corporation and shall also keep minutes of the official proceedings of its
members and Board of Trustees. All books and records of the Corporation may
be inspected by any member, or his agent or attorney, and/or the City of
Bayonne, or its agents or attorney, for any proper purpose at any reasonable
time. An annual financial audit of the Corporation shall be conducted by
an independent certified public accountant. The City Council of the City
of Bayonne shall review the audit and the activities of the Corporations.
ARTICLE XII – FISCAL YEAR
The fiscal year of the Corporation shall be fixed by the
Board of Trustees from time to time, subject to applicable
law.
ARTICLE XIII – INDEMNIFICATION
The Corporation shall have the power to indemnify any person who was or is
an agent of the Corporation against the agent’s expenses and/or liabilities
in connection with any proceeding involving the corporate agent by reason of
being of having been the corporate agent only in accordance with the requirements
of and subject to the limitations provided by the provisions on indemnification
in Title 15A of the New Jersey Revised Statutes.
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