Member Directory - New Jersey State Bar Association

NEW JERSEY STATE BAR FOUNDATION
BYLAWS
ARTICLE I
Name, Purposes, Seal and Offices
1. Name. The name of this non-profit corporation
is the New Jersey State Bar Foundation (referred
to in these Bylaws as the “Foundation”).
2. Purposes. The Foundation is a non-profit corporation
organized for the benefit of and to carry
out the charitable, scientific, literary and educational
purposes of the New Jersey State Bar
Association and for other exclusively charitable,
scientific, literary and educational purposes
related to the profession of law and the administration
of justice.
3. Seal. The seal of the Foundation shall be circular
in form and shall bear the name of the
Foundation and the words and figures indicating
the state and year of incorporation.
4. Offices. The principal office of the Foundation
shall be in the County of Middlesex, City of New
Brunswick, until otherwise located. The
Foundation may also have offices at such other
places as the governing board of the Foundation
(referred to in these Bylaws as the “Board of
Trustees”) may from time to time appoint or the
purposes of the Foundation may require.
ARTICLE II
Non-Membership Organization
1. The Foundation shall be a non-membership,
non-profit corporation.
2. The Board of Trustees shall have the power to
create one or more classes of associate membership
and to establish the requirements for each.
Associate members shall have no vote or other
voice in managing or selecting the management
of the Foundation. The Board of Trustees shall
have the power to provide certificates of associate
membership or similar indicia.
ARTICLE III
Board of Trustees
1. Power and Duties. The Board of Trustees, by
majority of the votes cast, shall have general
power to govern and manage the affairs and
property of the Foundation, and shall have full
power to adopt rules and regulations governing
the action of the Board of Trustees and shall have
full authority with respect to the distribution and
payment of the moneys received by the
Foundation from time to time; provided, however,
that the fundamental and basic purposes of
the Foundation, as expressed in the Certificate of
Incorporation, shall not thereby be amended or
changed; and provided further, that the Board of
Trustees shall not permit any part of the net
earnings or capital of the Foundation to inure to
the benefit of any private individual.
2. Number and Term of Office. The number of
Trustees shall be not less than nine nor more
than twenty-three. The term of office shall be
one calendar year, and the Trustees shall be
elected at a Board meeting that precedes the
Annual Meeting of the Foundation. Trustees
shall take office and be installed at the conclusion
of the Annual Meeting of the Foundation.
The Immediate Past President of the Foundation
shall be eligible to serve an additional one-year
term as Trustee. Each Trustee shall continue in
office until a successor is designated and qualified,
or until the death, resignation or removal of
any Trustee. No Trustee shall hold office for more
than eight (8) years. Years in service as an Officer
of either the Association or the Foundation shall
not be counted toward the eight-year limit for
service as a Trustee, and the Immediate Past
President shall be eligible to serve one additional
year, even if he/she has served the eight-year
limit. Officers shall not hold any one office for
more than (2) years. Each trustee and officer who
is an attorney must be a member of the New
Jersey State Bar Association.
3. Selection and Qualification. The President,
President-Elect, First Vice President, Second Vice
President, Secretary, Treasurer and the Immediate
Past President of the New Jersey State Bar
Association in office as of the close of business of its
annual meeting shall each serve as Trustees of the
Foundation. In addition, the Board of Trustees of
the New Jersey State Bar Association may designate
up to five additional Trustees of the Foundation.
The Board of Trustees of the Foundation shall designate
sufficient additional persons to serve as
Trustees of the Foundation to fill the number of
Trustee positions as set by the resolution of the
Board of Trustees of the Foundation. Up to four
Trustees need not be attorneys at law admitted to
practice before the courts of the State of New Jersey.
No person may be designated as a Trustee which
would cause fifty (50%) percent or more of the
Trustees then holding office to be “disqualified persons”
within the meaning of that term as set out in
Sections 590(a)(3)(C) and 4946 of the Internal
Revenue Code of 1954, as they now exist or as they
may be amended.
4. Removal. Any Trustee may be removed, with or
without cause, by a vote of a majority of the
Trustees then in office.
5. Vacancies. Any vacancy in the Board of Trustees
occurring during the year may be filled for the
unexpired portion of the term by the Trustees
then serving, although less than a quorum, by
affirmative vote of the majority of Trustees then
in office. Any Trustee so designated shall hold
office until the designation and qualification of
his successor at the next succeeding annual
meeting of the Trustees of the Foundation.
6. Regular Meetings; Notice. Regular meetings of
the Board of Trustees shall be held at such time
and place as the Board of Trustees shall designate.
7. Special Meetings; Notice. Special meetings of
the Board of Trustees may be held upon the call
of the President of the Board, the First Vice
President or of any three Trustees at such place
as may be designated in the notice of such meeting.
Notice of the time, place and purpose of any
special meeting of the Board of Trustees shall be
given by the Secretary by mailing a copy thereof
or delivering the same to each Trustee at least
two days before such meeting.
8. Quorum; Adjournments of Meetings. At all
meetings of the Board of Trustees, a majority of
the Trustees then in office shall constitute a quorum
for the transaction of business. In the
absence of a quorum, a majority of the Trustees
present may, without giving notice other than by
announcement at the meeting, adjourn the
meeting from time to time until a quorum is
obtained. At such adjourned meeting at which a
quorum is present, any business may be transacted
which might have been transacted at the
meeting as originally called.
9. Meeting and Voting Electronically.
(a) At the discretion of the Executive Director, individual
members of the Board of Trustees may
participate and vote without physically attending
in person a meeting of the Board of Trustees,
by means of a telephone conference call or any
other means of communication by which all
trustees participating are able to hear and otherwise
communicate effectively with each other.
Votes may occur either at physical meetings, via
conference call or through electronic vote or
such other state of the art means as consistent
with this bylaw. All voting shall be initiated by a
motion proposed by one member of the Board of
Trustees and seconded by another.
b) At the discretion of the Executive Director, and
unless objected to by a member of the Board of
Directors, the Board of Trustees may act upon
electronically transmitted requests for action
which cannot abide delay to the next regularly
scheduled meeting of the Board of Directors and
which are of such a nature that it is not deemed
necessary or economical to call for a special
meeting of the Board of Trustees at which all
members are directed to physically appear.
However, in the event any Board member objects
to this procedure, then the Executive Director
shall call for a meeting of the Board, at which
time the procedure of Paragraph 9(a) shall be followed.
10. Organization. The President of the Board shall
preside at all meetings of the Board of Trustees;
in the absence of the President, the First Vice
President shall preside or in the absence of both,
the Board of Trustees may select a person to preside
at the meeting from among its members.
The Secretary of the Foundation or his/her delegate
shall act as Secretary at all meetings of the
Board of Trustees. In absence of the Secretary or
his/her delegate, or with the Secretary’s consent,
the presiding officer may appoint any other person
to act as Secretary of the meeting.
11. Resignation. Any Trustee may resign at any time
by giving written notice to the President of the
Board. Such resignation shall take effect at any
time specified therein and, unless otherwise
specified therein, the acceptance of such resignation
shall not be necessary to make it effective.
12. Powers. All the corporate powers, except as are
otherwise provided for in these Bylaws and in the
laws of the State of New Jersey, shall be and are
hereby vested in and shall be exercised by the
Board of Trustees. The Board of Trustees may by
general resolution delegate to committees, or to
officers of the Foundation, such powers as they
may see fit and as provided in Articles VI through
IX of these Bylaws.
ARTICLE IV
Annual Meeting
1. Annual Meeting. The Annual Meeting of the
Foundation shall be held in June each year at a
time and place designated by the Officers for
such Annual Meeting.
2. Committee on Nominations. At least three
months prior to the Annual Meeting of the
Foundation in each year, the President of the
Board of Trustees shall appoint a Nominating
Committee which shall include Trustees and
non-Trustees of the Foundation. The Immediate
Past President shall serve as the chair of the
Nominating Committee. The duty of the
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