Member Directory - New Jersey State Bar Association

Nominating Committee shall be to nominate
candidates for Trustees (other than the
Immediate Past President and those holding that
position because of their position with the New
Jersey State Bar Association or as designated by
the Association’s Board of Trustees) and officers
to be designated at the Annual Meeting. The
Nominating Committee shall notify the Board of
Trustees of the names of such candidates in writing,
at a Board meeting that precedes the Annual
Meeting of the Foundation.
ARTICLE V
Officers
1. Number. The officers of the Foundation shall be
the President, First Vice President, Second Vice
President, Secretary, Treasurer, and such other
officers with such powers and duties not inconsistent
with these Bylaws as may be appointed
and determined by the Board of Trustees. Two
offices may be held by the same person.
2. Selection, Term of Office, and Removal. The officers
shall be selected by the Board of Trustees at
a Board meeting that precedes the Annual
Meeting of the Foundation from among the
Trustees of the Foundation, provided, however,
that during the first year of operation under
these Bylaws, the Immediate Past President of
the New Jersey State Bar Association in office as
of the date of adoption of these Bylaws shall
serve as Chairman of the Board. Officers shall
take office and be installed at the conclusion of
the Annual Meeting of the Foundation. Any officer
may be removed, with or without cause, by a
majority vote of the Board of Trustees then in
office. Officers shall hold office for one year and
may not hold any one office for more than two
consecutive years.
3. Vacancies. In case any office of the Foundation
becomes vacant by death, resignation, retirement,
disqualification, or any other cause, the majority
of the Trustees then in office, even if less than a
quorum, may select an officer to fill such vacancy,
and the officer so selected shall hold office until
the next Annual Meeting or, if later, until the election
and qualification of his successor.
4. President. The President of the Board shall preside
at all meetings of the Board of Trustees. The
President shall be the chief executive officer of
the Foundation and shall exercise general charge
and supervision over the affairs of the
Foundation. The President shall perform such
other duties as may be assigned by the Board of
Trustees.
5. First Vice President. In the absence of the
President, the First Vice President shall preside at
all meetings of the Board of Trustees. The First
Vice President shall assist the President in carrying
out the duties of the President, as requested by
the President, and shall perform such other duties
as may be assigned by the Board of Trustees.
6. Second Vice President. The Second Vice
President shall have all of the powers and perform
all of the duties of the First Vice President in
the event the First Vice President is absent or is
unable to act and shall perform such other duties
as may be assigned by the Board of Trustees.
7. Secretary. The Secretary shall have charge of
such books, documents and papers as the Board
of Trustees may determine and shall have the
custody of the corporate seal. He/she shall keep
the minutes of all the meetings of the Board of
Trustees. He/she may sign with the President, in
the name and on behalf of the Foundation, any
contracts or agreements authorized by the Board
of Trustees, and when so authorized or ordered
by the Board of Trustees, he/she may affix the
seal of the Foundation. He/she shall, in general,
perform all the duties incident to the office of
secretary, subject to the control of the Board of
Trustees, and shall do and perform such other
duties as may be assigned to him/her by the
Board of Trustees.
8. Treasurer. The Treasurer shall have the custody of
all funds, property, and securities of the
Foundation, subject to such regulations as may
be imposed by the Board of Trustees. He/she may
be required to give bond for the faithful performance
of his/her duties, in such sum and with
such sureties as the Board of Trustees may
require. When necessary or proper he/she may
endorse on behalf of the Foundation for collection
checks, notes and other obligations, and
shall deposit the same to the credit of the
Foundation at such a bank or banks or depository
as the Board of Trustees may designate. He/she
shall sign all receipts and vouchers and, together
with such other officers, if any, as shall be designated
by the Board of Trustees, he/she shall sign
all checks of the Foundation and all bills of
exchange and promissory notes issued by the
Foundation, except where the signing and execution
thereof shall be expressly designated by the
Board of Trustees or by these Bylaws to some
other officer or agent of the Foundation. He/she
shall make such payments as may be necessary
or proper to be made on behalf of the
Foundation, provided that payment of any
expense is subject to the prior approval of the
Board of Trustees, as expressed in the budget or
by vote of the Board of Trustees. He/she shall
enter regularly on the books of the Foundation a
full and accurate account of all moneys and
obligations received and paid or incurred by
him/her for or on account of the Foundation, and
he/she shall exhibit such books at all reasonable
times to any Trustee on request at the offices of
the Foundation. He/she shall, in general, perform
all duties incident to the office of treasurer, subject
to the control of the Board of Trustees.
ARTICLE VI
Agents and Representatives
The Board of Trustees may appoint and compensate
such agents and representatives of the Foundation
with such powers and to perform such acts or
duties on behalf of the Foundation as the Board of
Trustees may see fit, so far as may be consistent
with these Bylaws, to the extent authorized or permitted
by law.
ARTICLE VII
Advisory Committee
The Board of Trustees may appoint from among such
persons as the Board may see fit, one or more advisory
committees, and at any time may appoint additional
members thereto. The members of any such
committee shall serve at the pleasure of the Board of
Trustees. Such advisory committees shall advise and
aid in all matters designated by the Board of Trustees.
Each such advisory Foundation committee may, subject
to the approval of the Board of Trustees, prescribe
rules and regulations for the call and conduct of meetings
of the committee and other matters relating to its
procedure.
No advisor of the Foundation shall receive, directly or
indirectly, any salary, compensation or emolument
therefrom for any service rendered to the Foundation
by such advisor, except that the Board of Trustees may
authorize reimbursement of expenditures reasonably
incurred on behalf of activities for the benefit of the
Foundation.
ARTICLE VIII
Committees
1. Committees. The Board of Trustees may by resolution
establish, in addition to the Nominating
Committee, such other committees of the Board
as it deems appropriate, each such committee to
have the duties and powers specified in the resolution
establishing it, and subject in all respects to
these Bylaws. The Board of Trustees may provide
that the President of the Board and/or the First
Vice President shall be ex-officio members of any
committee established hereunder.
2. Appointments. The Chairman and members of
all standing committees shall be appointed by
the President of the Board and may be removed
at any time by the Board of Trustees. The members
of such committees who are attorneys must
be members of the New Jersey State Bar
Association. The members of such committees
shall hold office until removal or the appointment
of their successors.
3. Committee Quorum. A majority of the members
of any committee of the Foundation shall constitute
a quorum for the transaction of business,
unless any committee shall, by a majority vote of
its entire membership, decide otherwise.
4. Meeting and Voting Electronically. Any committee
of the Board of Trustees may act without an
in-person meeting if the members of the committee
may participate in a meeting by means of
a telephone conference call or any other means
of communication by which all members are
able to hear or 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.
ARTICLE IX
Fiscal Year
The fiscal year of the Foundation shall be the twelvemonth
period ending June 30 or such other fiscal
year as may be designated by the Board of Trustees.
ARTICLE X
Dissolution
All Trustees shall be deemed to have expressly consented
and agreed that upon the dissolution or
winding up of the affairs of the Foundation, whether
voluntary or involuntary, the assets of the
Foundation, after all debts have been satisfied, then
remaining in the hands of the Board of Trustees shall
be distributed, transferred, conveyed, delivered, and
paid over, in such amounts as the Board of Trustees
may determine or as may be determined by a court
of competent jurisdiction upon application of the
Board of Trustees, exclusively to organizations which
would then qualify under the provisions of Section
501(c)(3) of the Internal Revenue Code of 1954 and
its Regulations as they now exist or as they may hereafter
be amended.
ARTICLE XI
Investments, Bank Accounts, Checks
1. Investments. The Foundation shall have the right
to retain all or any part of any securities or property
acquired by it in whatever manner, and to
invest and reinvest any funds held by it, according
to the judgment of the Board of Trustees without
being restricted to the class of investments
which a Trustee is or may hereafter be permitted
by law to make or any similar restriction.
2. Checks, Notes and Contracts. The Board of
Trustees is authorized to select such banks or
depositories as it shall deem proper for the funds
of the Foundation. The Board of Trustees shall
determine who shall be authorized on the
Foundation’s behalf to sign checks, drafts or other
orders for the payment of money, acceptances,
notes or other evidences or indebtedness, to enter
into contracts, or to execute and deliver other documents
and instruments.
ARTICLE XII
Exempt Activities
1. Notwithstanding any other provision of these
52 DIRECTORY 2010–2011 | NEW JERSEY STATE BAR ASSOCIATION WWW. NJSBA.COM