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South River Historical and Preservation Society Inc.
Incorporated for the following purposes:
a) To establish, sponsor, conduct, support, promote and maintain an educational and cultural program of exhibitions, workshops, lectures, symposia and similar activities, devoted primarily to furthering interest and knowledge in the history of the State of New Jersey and particularly the Borough of South River in Middlesex County.
b) To promote, support and encourage the beautification of the land and buildings located in the Borough of South River in Middlesex County, New Jersey, and the restoration and preservation of its old and historic buildings and sites.
c) To acquire, preserve and exhibit historic relics, and to acquire and maintain housing and sites for preservation and exhibit by purchase, lease or otherwise.
d) To solicit and receive voluntary contributions of money and property of every kind and description, with marked preference given to historical writings and pertinent South River artifacts, by gift, deed, bequest or devise, and to invest and reinvest such money and property and accumulate or use any income therefrom, and to retain and hold all or any stocks, bonds, securities and real or personal property, which at any time may be received by gift, deed, bequest or devise or be otherwise acquired, and at any time and from time to time to sell or otherwise dispose, with or without consideration, of all or any part thereof in accordance with the provisions of "The Corporations and Associations Not For Profit Act" (Title 15, New Jersey Statutes Annotated, of the Revised Statutes of 1937) and the supplements thereto and acts amendatory thereof.
e) To do all such acts as are necessary or convenient in furthering the objectives and purposes above recited and to exercise all powers conferred upon the Corporation by the Laws of the State of New Jersey now or hereafter in effect.
f) This Corporation is not organized for pecuniary profit and no activities of the Corporation shall be engaged in for profit or commercial purposes. No part of the activities of this Corporation shall consist of the carrying on of propaganda or otherwise attempting to influence legislation.
ARTICLE I: OFFICE AND FISCAL YEAR
- The registered office of the Corporation shall be at 129 Main Street, Borough of South River, Middlesex County, New Jersey.
- The fiscal year of the Corporation shall be from January 1 through December 31.
ARTICLE II: EXECUTIVE BOARD
- The business of this Corporation shall be managed by an Executive Board. The Executive Board shall consist of the elected Officers and Trustees, Honorary Trustees, Immediate Past President and the Chairpersons of the Standing Committees.
- The Trustees, 12 in number, shall be elected at the Annual Meeting by the members of the Corporation so that one-third of the Trustees shall in each year be elected for a three-year term. No Trustee shall serve more than two consecutive three-year terms. Any Trustee who does not attend at least 50% of the meetings in each corporate year, and actively participate in the business of the Society, may be replaced by a majority vote of all the remaining members of the Executive Board.
- From time to time, the Executive Board may elect, for life, as Honorary Trustees such persons who have demonstrated a long-standing commitment to the goals and objectives of the Corporation. They shall be non-voting members of the Executive Board.
- Any vacancy occurring in the Executive Board during any year shall be filled until the completion of the unexpired term by a majority vote of all the remaining members of the Executive Board present and voting at its first meeting following the creation of the vacancy.
- All terms of office shall begin at the close of the Annual Meeting.
- The Immediate Past President of the Corporation shall serve as a member of the Executive Board. In the event that the President of the Corporation is reelected, the Immediate Past President shall continue to serve as such.
- No member of the Executive Board shall receive, directly or indirectly, any salary or compensation of any kind for such service from the Corporation.
ARTICLE III: OFFICERS
- The Officers of the Corporation shall be a President, one Vice-President, one Secretary and one Treasurer.
- The Officers are elected for a period of one year and they may be reelected.
- The Executive Board may choose and appoint such other officers and agents as it may deem necessary, who shall hold their offices for such terms and shall have such authority and shall perform such duties as from time to time shall be prescribed by the Board.
- The President shall preside at all meetings of the Executive Board and of the General Membership. The President shall be a member of all committees except the Nominating Committee. The President shall have such additional powers and duties as usually pertain to this office, and as may from time to time be assigned to the President by the Executive Board.
- The Vice-President shall perform the duties of the President in the absence or inability of the President to serve. The Vice-President shall be Program Chairperson.
- The Secretary shall keep an accurate record of all the meetings of the Corporation and of the Executive Board. The Secretary or President shall, when authorized by the Executive Board, have the power to affix the corporate seal to all documents, certificates, contracts or other instruments which require the seal. Also, the Secretary shall be the official custodian of the records of the Corporation and shall give and serve all notices to the members of the Executive Board and General Membership and shall have such additional powers and duties as usually pertain to this office.
- The Treasurer shall have charge of the books of account and financial records of the Corporation, and shall be responsible for its funds. The Treasurer shall render financial statements at all regularly scheduled meetings and submit all financial records to the Executive Board at any time requested by the President. The President, Vice President or the Treasurer shall sign all checks drawn against the funds of the Corporation. The Treasurer shall maintain a checking account and such other accounts as the Executive Board may from time to time determine. The Treasurer shall cause to be prepared an annual report of the finances of the Corporation. Pursuant to Article IV, Section 4, an Auditing Committee of at least two members shall conduct an annual audit of the financial records of the Corporation.
- The Corporation may provide a bond annually for the Treasurer in an amount to be determined by the Executive Board. The bond may be waived by the Executive Board.
ARTICLE IV: COMMITTEES
- The Chairpersons and members of all Standing Committees shall be appointed by the President with the approval of the Executive Board.
- The Standing Committees are as follows:
Artifacts: shall acquire, catalogue, preserve, and display information and items of historic importance to South River and New Jersey.
Buildings and Grounds: shall oversee the maintenance of grounds and the building.
Contingency Planning: shall identify areas of risk and plan for recovery methods using both proactive and reactive measures.
Fund Raising: shall develop and execute activities that will enable the Society to fund projects.
Grants: shall apply for grants in order to further the purposes and activities of the Society.
Historic Buildings and Sites: shall gather information on cemeteries as well as historic residential and industrial sites.
Hospitality: shall provide refreshments for meetings or events.
Membership: shall obtain new and maintain current members of the Society.
Newsletter: shall regularly produce and distribute a newsletter to the entire membership.
Program: shall select programs for the general membership meetings.
Publicity: shall create publicity for meetings and promote public relations.
Scholarship: shall manage all aspects of the Richard K. Meyers Memorial South River History High School Essay Contest.
Web site: shall maintain the Web site for the Society.
- A Nominating Committee appointed by the President at the September Executive Board meeting shall consist of two Trustees and one General Member of the Corporation. For the purposes of the Nominating Committee, Chairs of Standing Committees are considered to be General Members. The Chairperson of the Nominating Committee shall be one of the Trustees.
- An Auditing Committee, consisting of at least two members, shall be appointed by the President. The Auditing Committee shall audit the financial records of the Corporation immediately following the Annual Meeting or following any change in the term of office of the Treasurer.
- Additional Ad Hoc committees may be formed at the discretion of the President and the Executive Board.
ARTICLE V: MEMBERSHIP
- The General Membership shall be open to any person who subscribes to the aims and purposes of the Corporation upon payment of dues. There shall be no limit upon the number of members.
ARTICLE VI: DUES
- The annual dues shall be as established from year to year by the Executive Board. The dues shall be payable annually on the first day of January.
ARTICLE VII: MEETINGS
- There shall be an Annual Meeting of the Corporation held in November, on a date designated by the Executive Board. If, for any reason, the Executive Board deems it unsafe or is otherwise unable to hold an Annual Meeting, the membership shall be notified as specified in Article VII, Section 2 and the meeting cancelled.
- A notice of all regularly scheduled General Membership meetings, including the Annual Meeting, shall be mailed or emailed as appropriate once a year to each member or family unit at the address as it appears on the membership rolls not later than fourteen days prior to the date of the General or Annual Meeting, indicating the time and place thereof.
- Special meetings of the membership may be called by action of the Executive Board at any time. Notice of a special meeting shall be sent as specified in Article VII, Section 2 at least five days before the date for such special meeting, and shall state the reason for which the meeting has been called, by whom the meeting has been called and the business to be transacted.
- The Secretary shall remind the Executive Board members the week prior to each Executive Board meeting.
- Executive Board meetings may be called by the President at any time upon notification to all Board members stating the reason for the meeting.
- Any twelve members of the Executive Board may, at any time, cause a special meeting of the Executive Board to be called by directing a written request to the President stating the reason for the meeting.
ARTICLE VIII: QUORUM
- A quorum of the Executive Board shall be nine members.
- A quorum of the General Membership shall be ten percent of the membership of the Corporation, but in no case less than fifteen persons in addition to seven members of the Executive Board.
ARTICLE IX: CONDUCTING BUSINESS BETWEEN MEETINGS
- Should a time-sensitive and urgent issue requiring a vote arise between regular meetings, a vote of the Executive Board may be conducted by email and/or phone.
- The board member raising the issue requiring a vote shall be responsible for contacting all voting members of the board, providing verification of the notification, and tallying the votes.
- A deadline for responding shall be designated for all votes conducted between meetings. Lack of response within the designated timeframe shall be considered an abstention.
- The results of any votes conducted between meetings shall be recorded in the minutes of the subsequent meeting.
ARTICLE X: ELECTION AND VOTING AT MEMBERSHIP MEETINGS
- Each member in good standing shall have one vote. There shall be no proxy voting.
- Voting need not be by written ballot but may be if a majority of the members present request it.
- Nominations for Officers and Trustees shall be presented at the Annual Meeting by the Nominating Committee appointed by the President pursuant to Article IV, Section 3, and shall be voted on by the members present at the meeting. In the event that no Annual Meeting is held as per Article VII, Section 1, nominations will be presented to and voted on by the Executive Board.
- Nominations may be made from the floor by any member of the Corporation in good standing provided the nominee has agreed to serve if elected.
ARTICLE XI: USE OF CORPORATE FUNDS
- No part of the net earnings of the Corporation shall enure to the benefit of or be distributable to its members, Trustees, Officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make expenditures in furtherance of the purposes set forth in the Certificate of Incorporation.
- No 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.
ARTICLE XII: PROPERTY
- All real estate, buildings, furnishings and equipment purchased with membership funds or given to the corporate body therein shall belong to the corporate body, and individual members may not have any claim on the capital assets or any assets. In the event of the dissolution of the Corporation, all property loaned to the corporate body for display in the museum shall devolve back to the nearest blood relatives who initially contributed the property insofar as can be reasonably accomplished; otherwise, said property shall be turned over to such historical, charitable, scientific, literary, educational or religious organizations as the Executive Board may determine which would qualify them under the provisions of Section 501(c) (3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended.
ARTICLE XIII: PARLIAMENTARY AUTHORITY
- Robert's Rules of Order Newly Revised shall be the parliamentary authority except where it is in conflict with the By-Laws of the Corporation.
ARTICLE XIV: AMENDMENTS
- These By-Laws may be altered, amended, repealed, or expanded by an affirmative vote of a two-thirds majority of the Executive Board then in office after at least two weeks prior notice.
- These By-Laws may be altered, amended, repealed, or expanded by an affirmative vote of a two-thirds majority of the Corporation General Membership present at any Annual or special meeting called for that purpose after at least two weeks prior notice.
1988; Revised and approved June 1992, September 2000, November 2002, November 2004, June 2006, June 2008, September 2013, November 2017, June 2018, November 2020