Appendix A- Organizational Bylaws
Bylaws of New Jersey for Parental Equality
(A New Jersey Not-for-Profit Corporation)
May 28, 2014
THE UNDERSIGNED, the organization, New Jersey for Parental Equality, shall be a voluntary, not-for-profit corporation organized under the applicable statutes of the State of New Jersey, with its principal place of business in the County of Essex and State of New Jersey.
NAME AND LOCATION
The name of the Corporation is NEW JERSEY FOR PARENTAL EQUALITY. All discussions conducted by email or at alternate locations and taken to agreed conclusion by means of a quorum and serving the official business purposes of the corporation shall be considered equivalent to in-person meetings as if they were conducted the Corporation’s principal office.
CORPORATE PURPOSES AND AUTHORITY
New Jersey for Parental Equality is a non-profit, civil support organization determined to foster improved relationships between the traditional non-custodial parent and their children by creating charitable community support programs designed to alleviate difficulties they face in the current legal landscape and educate the general public about the importance of both parents.
The Corporation shall have unlimited power to engage in, and do, any lawful act not inconsistent with the Corporation’s non-profit tax exempt status, including conducting fund-raising activities to promote programs, projects and activities consistent with the Bylaws, the corporation’s Articles of Incorporation and the over-arching commitment to manage and distribute knowledge as a free public good.
The Corporation shall have the power to operate bank accounts and to seek funds to establish necessary operation expenses with the stipulations of the Bylaws of the Corporation and its tax exempt status.
The term of existence of the Corporation is perpetual.
Distribution of Assets
Notwithstanding SECTION 2.3, it may at some point the future become necessary to dissolve the Corporation. In that unlikely event the Board of Directors will be responsible for distribution of remaining assets within the meaning of I.R.C. Section 250( c )3 for a public purpose.
The following SECTIONS of the ARTICLE describe clauses that are by the suri juris nature of the act of incorporation that created the Corporation, designated as “protected clauses” that cannot be modified unless by a unanimous vote at an extraordinary general assembly convened for the specific purpose of discussing and voting on such amendments. Changes incompatible with the Laws and Regulations of New Jersey, the United States and the relevant umbrella legal frameworks within the United Sates within which the Corporation is incorporated, shall not be open to amendment in this matter.
The Patronage Clause
The Corporation’s “spirit of intent” as originally set forward by the organization’s incorporators, has been to bring together a diverse group of non-custodial parents, and to build support systems to aid their ability to be effective parents to their children and to work with the Government in the State of New Jersey and other public and private organizations to aid the non-custodial parent community to be effective parents in their children’s lives. Jew Jersey Against Parental Alienation has strived to do new things – be that to put forth challenges that provide learning experiences, to publish articles that shed light on emerging threats, to foster development of news, public knowledge and programs, and to give talks that bring information to the public, just to name a few – while ate the same time, to maintain integrity by avoiding bias of favoritism, acting in a reasonably transparent manner, providing equal access to our information and support systems, and striving whenever possible to do this at no or below cost to the general public aside from donations that voluntary by the community as a whole. Specifically under no circumstances with the Corporation or any of its Directors, Officers, programs, Corporations or activities conducted under the umbrella:
Undermine, of grant occasion or opportunity to anybody else to undermine, these inspiring values; no, seek in any way to abuse the good will of our Members or donors for personal gratification, or private purposes or gain any kind whatsoever;
Violate any legal agreements with other organizations, including their employers.
The Corporation will, in perpetuity, remain a membership base corporation and shall not revert or convert to a form of ownership wherein specified voting member groups do not have voting empowered to manage the Corporation to nurture and sustain the cause of the organization as a public good to citizens of the stat of New Jersey.
Discretion (“Avoidance of Harm”)
In order to protect the privacy of innocent parties involved in ongoing litigation and litigation and victims of disclosure, and to attempt to balance responsible disclosure of information in a manner that maximizes the benefit to defenders and minimizes the damage to victims, while at the same time minimizes the benefits to aggressive litigants, attackers, criminals, and other miscreants, the Corporation may not publish all information for a period of time, or to disseminate such sensitive information only to appropriate entities on a “need to know” basis. (This includes such information as evidence related to criminal acts, which the Corporation may be obligated to report to the appropriate authorities.) The intent acknowledges that decisions must be made as to who (those with good intent or bad intent) will gain the most from disclosure of information, and what information should or should not be made openly public.
The business and the affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which may exercise all such powers of the Incorporation or by these Bylaws specifically reserved to the Members. The Board of Directors shall also be responsible for developing policies and procedures concerning the operation of the Corporation including (but not limited to) policies for solicitation, acceptance and management of grants, contracts and donations.
The Corporation shall have five (5) Directors. The Number of Directors shall be fixed by the Voting Members at each annual Membership meeting.
The Board of Directors of the Corporation shall receive no compensation. This subsection may not be changed without quorum vote of the voting membership.
Election and Terms
Directors are elected by Voting Members of the Corporation. Each Director serves a five (5) year term. Director terms shall be staggered so that no more than one (1) new Director is elected in any given year with respect to subsection 4.1.5.
Resignation and Removal of Directors
A Director may resign at any time upon written request to the Corporation. Furthermore, any Director or the entire Board of Directors may be removed, for cause, by a two-thirds vote of the Membership entitled to vote for the election of Directors or as otherwise provided in the General Not-For-Profit Corporation Law of the State of New Jersey. Directors, who are convicted of criminal activities aside from common traffic violations, may be removed with cause or retained by quorum of the remaining non-offending directors with due consideration of the facts of the cause and the impacts on the corporation.
Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the authorized number of Directors may be filled by the affirmative vote of a quorum of the remaining Directors though less of a quorum of the Board of Directors or by a sole remaining Director. A Director elected to fill a vacancy shall hold office only until the next election period of Directors by the Members, at which point the original schedule for that office shall apply so as to not exceed the size of the director election slate as per SECTION 4.1.4.
Quorum and Voting
Two-thirds (66.66%) of the Directors fixed in accordance with these Bylaws, in office at the time, shall constitute a quorum for the transaction of business. The vote of a majority of the Directors present a meeting at which a quorum is present shall be the act of the Board of Directors.
The Board of Directors may appoint Officers to run the day-to-day affairs of the organization. Authority and responsibilities are assigned by the Directors. A Director may also fill the role of an Officer. Each Officer must me members of the voting membership population. The respective responsibilities of these Officers include (but are not limited to) those listed in the following SUBSECTIONS.
The Executive Officer is responsible for the overall organization and its day-to-day activities. The Executive Director’s employment is subject to the determination of the Board of Directors
The Treasurer is responsible for finances, including revenue, payments, taxes, budget and maintaining 501( c )3 status. In addition, due to the Treasurer’s unique requirements in working with accounting and the US IRS, this position requires the individual be a resident currently living in the United States during their office.
Other Committees and Voting Members
The Board of Directors, by resolution adopted by a majority of the Board of Directors, may designate a Committee from among its members and such other committees consisting of at least one Director as determined by the Board of Directors from time to time. The purpose of each committee is to advise the Officers and Directors. Unless otherwise noted, Directors and their appointed Officers have ultimate authority. In addition to the standing committees, the Board may, from time to time, establish temporary committees for specific tasks. All committee members shall serve at the pleasure of the Board. Each committee will have a Chair, a Vice-Chair, and a recorder (who may be any member of the committee and may be chosen by the Chair if there are no volunteers.) Directors and Members may serve on more than one committee at any given time. The respective responsibilities of these committees include, but are not limited to, those in the following SUBSECTIONS:
Place of Meetings
Regular and special meetings of the Board of Directors may be held within or outside the State of New Jersey and within or outside the United States. Meetings may also be held via teleconference.
Time, Notice and Call of Meetings
One week’s notice shall be provided for all special meetings of the Board of Directors or the Officers of the organization. Meetings can be held via electronic means or in person as the President of Chairman of the Board deems necessary.
Action without a Meeting
Any action required or permitted to be taken at a meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all the members of the Board or committee, as the case me be consent thereto in writing, and such writing is filed with the minutes of the proceedings of the Board of committee. Such consent shall have the same effect as a unanimous vote.
Resignation and Removal of Voting Members
A voting member placed on a committee may resign at any time upon written request to the Corporation. Voting Member placed in a position of responsibility who are convicted of criminal activities aside from common traffic violations and convictions under family law, may be removed with cause by an affirmative vote of a quorum of the board of directors.
Place of Meetings
A meeting of the Members shall be held at any place within or outside the State of New Jersey and within or outside the United States designated in the notice of the meeting or by electronic means if deemed practical for the purpose of the meeting.
A meeting of the Members shall be held annually at such time as the Board of Directors may determine, at which annual meeting the Members shall elect a Board of Directors and transact other proper business.
Special meetings of the Members shall be held when directed by the Chairperson, Executive Officer or the Board of Directors, or when requested in writing by not less than one-third (33.33%) of all Members entitled to vote at the meeting. The call for the meetings shall be issued by the Board of Directors.
Written notice stating the place, date and hour of meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than fourteen (14) nor more than sixty (60) days before the date of the meeting, either personally or by first class mail, or by electronic means. Notwithstanding the above paragraph, the Corporation shall not be required to give notice of a Members’ meeting to any Member to whom the corporation cannot locate due to inaccurate records.
Notice of Adjourned Meetings
When a meeting is adjourned to another time or place, the Corporation shall not be required to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At the adjourned meeting, any business may transacted that might have been transacted at the original meeting. If, however, the adjournment is for more than thirty (30) days, or if after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given as provided in SECTION 5.4 above, to each Member of record on the new record date entitled to vote at such meeting.
Waiver of Notice
Whenever notice is required to be given to any Member, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving to such notice. Attendance by a person at a meeting shall constitute a waiver or notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the Members need be specified in the written waiver of notice.
Record of Members Having Voting Rights
The Officer or agent having charge of the Membership records of the Corporation shall prepare and make, at least fourteen (14) days before each meeting of Members, a complete list of the Members entitled to vote at such meeting, the list shall be open to the examination of any Voting Member through posting on the Corporate Website in a location specified for voting members, for any purpose germane to the meeting.
Except as otherwise required by law, by the Articles of Incorporation or by these Bylaws, one-third (33.33%) of the Members entitled to vote, represented in person shall constitute a quorum at a meeting of members (if the members are divided into classes), one-third (33.33%) of such class of members, represented in person, shall constitute a quorum for the transaction of such item of business by that class of members. If a quorum is present, the affirmative vote of a majority of the members represented at the meeting and entitled to vote on the subject matter shall be the act of the Members, unless the vote of a greater number or voting by class is required by the General Not For Profit Corporation Law of the State of New Jersey or by the Certificate of Incorporation or by these Bylaws. The Directors shall be elected by a plurality of the votes of the Members present in person at the meetings and entitled to vote on the election of Directors.
Each Member eligible to vote shall be entitled to one vote on each matter submitted to a vote at a meeting of the Members, except as may otherwise be provided in the General Not For Profit Corporation Law of the State of New Jersey. A Member may vote either in person or by proxy executed in writing by the Member or his or her duly authorized attorney-in-fact. In the event a member may hold more than one position entitled to voting rights within the Corporation, that member shall still only have one vote.
As mentioned in SECTION, New Jersey for Parental Equality is a member-based organization. Membership is divided into the following categories: “Voting Members” and “General Population”. Where not otherwise specified, “Member” refers to “Voting Member”.
A Voting Member is a trusted member of the organization who is actively contributing to the organization and/or its reputation. To become a Voting Member an individual must go through a vetting process and be associated with a locality in which the Corporation operates. The vetting process shall consist of the following criteria. The member must:
- Contribute positively to the organization’s trust and reputation
- Be placed into a leadership role as defined by the board of directors
- Be an active, voluntary contributor to the success of the organization
- May not be discriminated against based on race, gender, religion, or any other federally protected class of people
Full Membership rights include but are not limited to the following:
- Can vote on all proposed New Jersey for Parental Equality relate issues
- Can have .firstname.lastname@example.org email address if they so choose.
- Can run for office
- Subscribe to any and all special Membership mail lists or forums defined for that class of member.
- Can represent New Jersey for Parental Equality at functions, workshops, presentations, papers
- Eligible for resources, such as funding or materials for projects as the board of directors permits.
Admission of Voting Member
All Board Members will have final approval authority of proposed members by way of 66.66% vote or greater. If an individual has been selected for voting membership that individual must first sign the Membership MOU before they are granted any rights as a Voting Member.
Voluntary Withdrawal from Membership
Members may withdraw from membership in the Corporation at any time upon notice delivered to an Officer of the Corporation.
Termination from Membership
Upon an affirmative vote of a two-thirds (66.67%) majority of the Board of Directors, the membership of a Member shall be terminated.
Members shall have the right to vote in all elections of Directors and Office bearers as these are defined in the Bylaws, its future derivatives will evolve during the life of the Corporation. In all voting situations one-third (33.33%) will constitute a quorum.
Rules Members shall comply with all rules and procedures of the Corporation at website and will comply with the stipulations of the Corporation’s Bylaws and policies as they will evolve and adopted herein.
Conflict of Interest
Voting Members shall not hold membership in any organization that is antagonistic to New Jersey for Parental Equality.
All Voting Members are required to sign a Membership Memorandum of Understanding (MOU). This MOU is defined by the Board of Directors. At a minimum, this MOU will contain the following four points:
- An explanation of the purpose of the MOU and why all Voting Members are required to sign it.
- How the privacy of collected data will be protected. (This is the primary purpose of the MOU).
- What is expected of the member as defined in Section 6.1
- Critical issues protecting voting members.
- Critical issues protecting the Organization.
This article is reserved for future growth of the organization. At such time, the board of directors shall define the criteria necessary for proper management of sub-chapters of the organizations.
The New Jersey for Parental Equality and its Board of Directors have the right to pursue funding and use those funds as they see fir, within the limitations of 501( c )3 requirements. The Treasurer will be responsible for establishing and following controls for proper governance of all finances. Finances will be maintained in an open and transparent manner to the Board of Directors. At a minimum, the following controls will be followed.
The Treasurer and Board of Directors will maintain and publish a budget for each fiscal year. In addition, they will identify and publish long-term metrics to help standardize finances (such as admin costs, percentage to savings, etc). These metrics will help define the budget.
The Treasurer will publish monthly financial summary reports at a minimum to the Board.
The Treasurer can sign off on any amount up to a predetermined amount set and published by the Board of Directors. Anything over that amount requires Board of Director approval.
No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general of confined to specific instances.
The Board of Directors may authorize any Officers, agent or agents, to enter into any contract or execute and deliver any instrument on behalf of the Corporation, and such authority may be general or confined to specific instances as defined by the board of directors.
LIABILITY AND INDEMNIFICATION
The board of directors may provide indemnification to any person who acts on behalf of the corporation in good faith.
New Jersey for Parental Equality will at a minimum publish once a year a status report to the public on the organization, activities, and findings of the organization.
Except as defined in ARTICLE 3, these Bylaws may be altered, amended, replaced or added to by an affirmative vote of not less than (66%) percent of the Board of Directors as defined in Section 4.1.
These Bylaws shall become effective immediately upon adoption and signature by the President.