BYLAWS FOR: THE CARIBBEAN ASSOCIATION OF SOUTHERN NEW JERSEY, INC.

ARTICLE 1: NAME

ARTICLE 2: PURPOSE

It is the intent and purpose that the said Association shall be organized and operated exclusively for cultural, educational, economic and civic purposes and no part of its income shall inure to the benefit of any individual and no substantial part of the activities of such association, or any recipient of its funds, shall be to carry on propaganda or otherwise attempt to influence legislation.

ARTICLE 3: MEMBERS

Section 1: Membership Classes:
There shall be three classes:

(a) General Membership;

(b) Associate Membership;

(c) Student Membership.

 

Section 2: Qualification:

(a) General Membership shall be open to anyone born within the geographic region known as the Caribbean and the offspring or spouse of any such person, regardless of place of birth;

(b) Associate Membership shall be open to anyone who does not qualify for general or student membership. An associate member has all voting and other rights accorded a general member but shall not be eligible to hold elective office;

(c) Student membership shall be open to any dependent child of a general member or associate member.

 

Section 3: Acceptance:

(a) Acceptance to membership is contingent on the demonstrated commitment to the values and purposes of the Association. It will be the explicit responsibility of the "Membership Committee" to vet and recommend candidates for membership acceptance

(b) Recommended candidates will be approved by the Board of Trustees

 

Section 4: Dues:

Annual dues shall be payable before each annual meeting and shall be an amount which will be fixed from time to time by the Association’s Board of Trustees.

 

Section 5: Delinquencies:

The treasurer shall notify members delinquent in payment of dues if they remain unpaid for three months, and those members whose dues have not been paid within three months of notification will have their voting privileges revoked and their names removed from the mailing list.

 

Section 6: Annual Meetings:

The purpose of annual meetings Of Members is to review operating results for the past year, discuss and approve future operating plans, confirm ongoing support of Officers elected by the Board of Trustees and to transact such other matters as may properly come before the members. The annual meeting of the members of the Association shall be held at the times and places designated by the Board of Trustees or the President of the Association.
The annual meeting of members for any year shall be held no later than thirteen (13) months after the last annual meeting of Members. However, failure to hold an annual meeting timely shall in no way affect the terms of Officers of the Association or the validity of actions of the Association.

 

Section 7: Special Meetings:

Special meetings of members may be called by the President or by a majority of the Board of Trustees then in office. The purpose of each special meeting shall be stated in the notice and may only include purposes which are lawful and proper for members to consider.

 

Section 8: Place of Meeting:

The Board of Trustees may designate any place, either within or outside the State of New Jersey, as the place of meeting for any meeting of members.

 

Section 9: Notice of Meeting:

Written or printed notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered personally or by mail not less than ten (10) days nor more than sixty (60) days before the date of the meeting. Notice shall be given by or at the direction of the President or the Secretary or the persons calling the meeting to each member of record entitled to vote at the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail addressed to the member at his address as it appears on the records of the Association with postage thereon prepaid.

 

Section 10: Waiver of Notice:

A written waiver of notice signed by a Member, whether before or after a meeting, shall be equivalent to the giving of such notice. Attendance of a Member at a meeting shall constitute a waiver of notice of such meeting, except when the Member attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

 

Section 11: Voting Record:

The officers having charge of the membership records of the Association shall make, at least ten (10) days before each meeting of Members, a complete list of the Members entitled to vote at such meeting or any adjournment thereof. The list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any Member at any time during the meeting. If the requirements of this section have not been substantially complied with, then upon demand of any member in person or by proxy, the meeting shall be adjourned until the requirements are complied with. If no such demand is made, failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.

 

Section 12: Member Quorum and Voting:

A majority of the members appearing in person or by proxy shall constitute a quorum at a meeting of Members. When a specified item is required to be voted on by a class of Members, a majority of the Members of such class shall constitute a quorum for the transaction of such items of business by that class. If a quorum is present, the affirmative vote of a majority of the Members at the meeting entitled to vote on the subject matter shall be the act of the Members. After a quorum has been established at a Members’ meeting, the subsequent withdrawal of Members, so as to reduce the number of members entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof. If a quorum is not present when a meeting starts, then a majority of the Members at the meeting may adjourn the meeting from time to time without further notice until a quorum is present.

 

Section 13: Votes:

Each voting member shall be entitled to one vote on each matter submitted to vote at a meeting of members.

 

Section 14: Proxies:

Every Member entitled to vote at a meeting of Members or to express consent or dissent without a meeting may authorize another Member or Members to act for him by proxy. Every proxy shall be in writing and shall be signed by the member or his otherwise duly authorized attorney-in-fact. No proxy shall be valid after the expiration of six (6) months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Member executing it.

ARTICLE 4: BOARD OF TRUSTEES

Section 1: General Powers:

Subject to the limitations of the Articles of Incorporation, these Bylaws, and the nonprofit corporation statutes concerning corporate action that must be authorized or approved by the Members of the Corporation, all corporate powers shall be exercised by or under the authority of the Board of Trustees, and the management and affairs of the corporation shall be controlled by the Board of Trustees.

 

Section 2: Number, Qualifications, Election and Tenure:

The number of Trustees shall be the number of Trustees elected from time to time in accordance with these Bylaws, but shall never be less than three. The number of Trustees may be increased or decreased from time to time by election in accordance with these Bylaws. The Board of trustees will comprise of the "Founders" of the Association and will serve as "life members", except for removal by majority vote of the sitting Trustees, resignation or death. Members may be elected to the Board of Trustees by a majority vote of the standing Trustee Members

Section 3: Annual Meetings:

The Board of Trustees shall hold its annual meeting at the same place as and immediately following each annual meeting of Members for the purpose of the transaction of such other business as may come before the meeting. If a majority of the Trustees are present at the annual meeting of Members, no prior notice of the annual meeting of the Board of Trustees shall be required. However, another place and time for such meeting may be fixed by written consent of all of the Trustees.

Section 4: Regular Meetings:

Regular meetings of the Board of Trustees may be held without notice at such time and at such place as shall be determined from time to time by the Board of Trustees.

 

Section 5: Special Meetings:

The Chairman of the Board, the President or any Trustee may call special meetings of the Board of Trustees. The person or persons authorized to call special meetings of the Board of Trustees may fix a reasonable time and place for holding them.

Section 6: Telephone Meetings:

Trustees may participate in meetings of the Board of Trustees by means of a conference telephone or similar communications equipment by which all persons participating can hear each other at the same time, and participation by such means shall constitute presence in person at such a meeting.

Section 7: Action without Meeting:

Any action of the Board of Trustees may be taken without a meeting if consent in writing or verbal concurrence setting forth the action so taken signed by all of the Trustees is filed in the minutes of the Board of Trustees. Such consent shall have the same effect as a unanimous vote.

 

Section 8: Notice and Waiver:

Notice of any special meeting shall be given at least three (3) days prior thereto by written notice delivered personally, by mail or by telegram to each Trustee at his address. The attendance of a Trustee at a meeting shall constitute a waiver of notice of such meeting and a waiver of any and all objections to the place of such meeting or the manner in which it has been called or convened, except when a Trustee states at the beginning of the meeting any objection to the transaction to the of business because the meeting is not lawfully called or convened.

Section 9: Quorum and Voting:

A majority of Trustees in office shall constitute a quorum for the transaction of business. The vote of a majority of Trustees present at a meeting at which a quorum is present shall constitute the action of the Board of Trustees. If less than a quorum is present than a majority of those Trustees present may adjourn the meeting from time to time without notice until a quorum is present.

Section 10: Vacancies:

Any vacancy occurring in the Board of Trustees may be filled by the affirmative vote of a majority of the remaining Trustees even though it is less than a quorum of the Board of Trustees.. Any vacancy to be filled by reason of an increase in the number of Trustees shall be filled by election at an annual meeting of Trustees or a special meeting of Trustees called for that purpose.

Section 11: Removal:

At any meeting of Trustees called expressly for that purpose, any Trustee or Trustees may be removed from office for cause, by vote of a majority Trustees. The Members may nominate new Trustees for the unexpired terms of Trustees removed from office at the same meetings at which such removals are voted. If the Trustees fail to elect members to fill the unexpired terms of removed Trustees, and if the Trustees did not intend to decrease the number of Trustees to serve on the Board, then the vacancies unfilled shall be filled in accordance with provisions in these Bylaws for vacancies.

Section 12: Presumption of Assent:

A Trustee who is present at a meeting of the Board of Trustees at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he votes against such action or abstains from voting because of an asserted conflict of interest. The majority decision of the Board of Trustees shall be binding to all Trustees and they are expected to execute such decisions taken. Failure to comply with the Board of Trustee decision can be construed as an affront to the Board and such parties may be subject to disciplinary actions that may include removal from the Board.

ARTICLE 5: OFFICERS

Section 1: Officers:

The officers of the Association shall be President, Vice Presidents, Secretary and Treasurer each of whom shall be nominated and elected (appointed) by the Board of Trustees.

 

Section 2: Election and Term of Office:

The Officers of the Association shall be elected annually by the Board of Trustees at its annual "Election of Officers" meeting. If the election of Officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each Officer shall hold office until his successor shall have been duly nominated and elected and shall have been qualified, or until his death, or until he shall resign or shall be removed in the manner hereinafter provided.

Section 3: Removal:

Any Officer may be removed from office at any time, with or without cause, on the affirmative vote of a majority of the Board of Trustees whenever, in its judgment, the best interests of the Association will be served thereby. Removal shall be without prejudice to any contract rights of the person so removed, but election of an Officer shall not itself create contract rights.

Section 4: Vacancies:

Vacancies in offices, however occasioned, may be filled at any time by appointment by the Board of Trustees for the un-expired term of such offices.

 

Section 5: Duties:

The Chairman of the Board shall preside at all meetings of the Board of Trustees. The President shall be the chief operating officer of the Association. Subject to the foregoing, the Officers of the Association shall have such powers and duties as usually pertain to their respective offices and such additional powers and duties as may be assigned to them from time to time by the Board of Trustees.

ARTICLE 6: EXECUTIVE AND OTHER COMMITTEES

Section 1: Creation of Committees.

The Board of Trustees may, by resolution passed by a majority of the whole Board, designate an Executive Committee and one or more other committees.

Section 2: Executive Committee:

The Executive Committee(if there is one)shall consult with and advise the Officers of the Association on the management of its affairs and shall have and may exercise, to the extent provided in the resolution of the Board of Trustees creating such Executive Committee, such powers as can be lawfully delegated by the Board of Trustees

Section 3: Other Committees:

Such other committees may have such functions and may exercise such power as can be lawfully delegated and to the extent provided in the resolution or resolutions creating such committee or committees. The Initial Committees are: (a) Membership and Public Relations, (b) Building Committee (c) Education/Scholarship Committee (d) Social and Entertainment Committee (e) Finance Committee

Section 4: Meetings:

Regular meetings of the Executive Committee and other committees may be held without notice at such time and at such place as from time to time be determined by the Executive Committee or such other committees may be called by any member thereof upon two (2) days notice to the other members of such committee, or on such shorter notice as may be agreed to in writing by each of the other members of such committee, given either personally or in the manner provided in these Bylaws pertaining to notice for Trustee meetings.

Section 5: Vacancies:

Vacancies on the Executive Committee or on other committees shall be filled by the Board of Trustees and the President then in office at any regular or special meeting of the Board of Trustees.

Section 6: Quorum:

At all meetings of the Executive Committee or other committees, a majority of the committee’s members then in office shall constitute a quorum for the transaction of business.

 

Section 7: Manner of Acting:

The acts of a majority of the members of the Executive Committee or other committees present at any meeting at which there is quorum shall be the act of such committee.

Section 8: Minutes:

The Executive Committee (if there is one) and the other committees shall keep regular minutes of their proceedings and report the same to the Board of Trustees when required.

ARTICLE 7: PROCEDURE

Section 1: Meetings:

Where possible, meetings may proceed as follows:

a) President or designee calls meeting to order.
b) Committee Reports.
c) President’s Report
d) Discussion / Action Items
e) New business/ Plans
f) Time, date and place of next meeting.
g) Adjournment.
h) Social Activity – Games, Snacks, Etc.

ARTICLE 8: BOOKS, RECORDS AND REPORTS

 

Section 1: Report to Members:

The Association shall send an annual report to the members of the Association not later than four months after the close of each fiscal year of the Association. Such report shall include an Operations Report outlining the accomplishments of each committee, a balance sheet as of the close of the fiscal year of the Association and a revenue and expense statement for the year ending on such closing date.

 

ARTICLE 9: NONPROFIT OPERATION

The Association will not have or issue shares of stock. No Member of the Association has any vested right, interest or privilege in or to the assets, property, functions or activities of the Association. The Association may contract in due course with its Members, Trustees and Officers without violating this provision.

The fiscal year of the Association shall be the period selected by the Board of Trustees as the fiscal year of the Association

ARTICLE 11: INDEMNIFICATION

The Association shall indemnify each Officer and Trustee, including former Officers and Trustees, to the full extent permitted by the New Jersey Nonprofit Corporation Act.

ARTICLE 12: AMENDMENTS

These Bylaws may be altered, amended or replaced and new Bylaws may be adopted by the Board of Trustees; The Board of Trustee must solicit and incorporate inputs from the General Membership in altering, amending or replacing the existing Bylaws

ARTICLE 13: DISTRIBUTION OF ASSETS

In the event of dissolution of this Association the assets shall be distributed only through organizations that enjoy exempt status in accordance with the provisions of Section 501(c)(3) of the Internal Revenue Code of 1954 (26 U.S.C.A.) or the corresponding provision of any future United States Internal Revenue Law.