HENRY’S LOVING TEAM
A New Jersey Nonprofit Corporation
NON PROFIT CORPORATION BYLAWS
ARTICLE I
Section 1: Name
The name of the Corporation will be Henry’s Loving Team, A New Jersey Nonprofit Corporation referred to as (“Corporation”).
Section 2: Purpose
This New Jersey Non-Profit Corporation was formed exclusively for charitable purposes within the meaning of Internal Revenue Code 501 (c)(3). The Corporation may also receive contributions and pay them to organizations that have received Internal Revenue Code 501 (c)(3) charitable status.
Section 3: Operation as a Tax Exempt Organization; Exempt Activities
The Corporation will operate as an organization within the meaning of Section 501(c)(3) of the Internal Revenue Code (“the Code”).
The Corporation will neither have nor exercise any power, nor will it engage directly or indirectly in any activity, that would invalidate its status as a tax-exempt organization within the meaning of Section 501(c)(3) of the Code.
Notwithstanding any other provision of these Bylaws, no director, officer, employee, or agent of the Corporation is permitted to take any action or carry on any activity by or on behalf of the Corporation, which is not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Code.
No part of the net earnings of the Corporation may inure to the benefit of, or be distributable to, any director, officer, employee, or agent of the Corporation.
If the Corporation dissolves, the balance of the money and property received by the Corporation, after payment of all of the debts and obligations of the Corporation, must be used, distributed, or transferred exclusively to an organization or organizations with a substantially similar purpose or purposes to those for which the Corporation is organized. The Board of Trustees will choose the specific organization or organizations to whom such a distribution will be made. No trustee, director, officer, employee, or agent of the Corporation, nor any private individual, will be entitled to any distribution or division of the remaining property or proceeds of the Corporation.
ARTICLE II
MEMBERS
The Corporation will have no members.
ARTICLE III
BOARD OF TRUSTEES
Section 1: General Powers
The affairs of the Corporation will be managed by or under the direction of its Board of Trustees.
Section 2: Number; Election; Term; Qualifications
Number: The number of Trustees of the Corporation will be 3.
Election: Trustees will be elected at the Annual Meeting.
Term: Trustees will hold office for 3 years, starting with the date of the Annual Meeting at which they are elected, and until their successors have been elected and qualified, or until their death, resignation, or removal.
Qualifications: Trustees need not be residents of the State of New Jersey but must be at least eighteen (18) years of age.
Section 3: Resignations
Any Trustee may resign at any time by giving written notice to the Board of Trustees, the President, or the Secretary of the Corporation.
Effective Date: A Trustee’s resignation will take effect when the notice is delivered unless the notice specifies a future date. Unless it is otherwise specified in the notice, the acceptance of such resignation will not be necessary to make it effective.
Filling the Pending Vacancy: The pending vacancy that arises due to a Trustee’s resignation may be filled prior to the effective date, but the successor cannot take office until the effective date.
Section 4: Vacancies
Any vacancy occurring in the Board of Trustees, or any directorship to be filled, by reason of an increase in the number of Trustees, resignation, or removal may be filled by the Board of Trustees at the Annual Meeting, any regular meeting, or at a special meeting of the Board of Trustees called for that purpose even if the number on the Board is less than a quorum.
Term of Office: Each Trustee elected to fill a vacancy will hold office for the duration of the unexpired term of his or her predecessor in office.
Section 5: Annual Meeting
The Annual Meeting of the Board of Trustees will be held at the place and time determined by the Board of Trustees.
Section 6: Regular Meetings
The Board of Trustees will hold regular meetings at the times and places designated by resolution of the Board of Trustees.
Section 7: Special Meetings
Special meetings of the Board of Trustees may be held at any time and place but only if they are properly noticed pursuant to Article III, Section 8 of these Bylaws. The meetings may be called by a written request from any Trustee
Section 8: Notice of Meetings
Timing: Notice of each meeting must be delivered by or at the direction of the Secretary to each Trustee at least five (14) days, but not more than sixty (60) days, before the day on which the meeting is to be held.
Delivery: Notice may be given electronically via facsimile, e-mail, or other electronic delivery methods permitted by law.
Waiver: Notice may be waived in writing by a Trustee, either before or after the meeting. Attendance of a Trustee at any meeting shall constitute a waiver of notice of such meeting except where the Trustee attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Description of Meeting in the Notice: Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Trustees need be specified in the notice or waiver of notice of such meeting, except as provided in Article III, Section 12 of these Bylaws.
Section 9: Quorum; Voting; Proxies
Quorum: A majority of Trustees will constitute a quorum for the transaction of business at any meeting of the Board.
Voting: If a quorum is present, the act of the majority of the Trustees present is equivalent to the act of the entire Board of Trustees unless the act of a greater number is required by law, the Articles of Incorporation of the Corporation, or these Bylaws.
Proxies: No Trustee may vote by proxy on any matter of the Corporation.
Section 10: Electronic Participation at Meetings
Trustees may participate in and act at any meeting of the Board of Trustees through the use of a conference telephone or other communications equipment so long as all persons participating in the meeting can communicate with each other concurrently.
Telephonic or electronic Trustee participation in a meeting will constitute attendance and presence at the meeting.
Section 11: Informal Action; Written Consent
Informal Action: Any action required to, or which may, be taken at a meeting of the Board of Trustees may be taken without a meeting if it is consented to in writing by all of the Trustees.
Written Consent: The written consent must be evidenced by one or more written approvals from the Trustees; each approval must set forth the action to be taken and provide a written record of approval. The approvals must be delivered to the Secretary of the Corporation and filed in the corporate records.
Effective Date: Any action taken by the Board pursuant to this Section will be effective when all of the Trustees have approved the written consent unless the consent specifies a different effective date.
Section 12: Removal
One or more of the Trustees may be removed, with or without cause, by the affirmative vote of a majority of the Trustees then in office, present, and voting at a meeting of the Board of Trustees at which a quorum is present.
If the vote for the removal of one or more Trustees is to take place at a special meeting called pursuant to Article III, Section 7(a) of these Bylaws, written notice of the proposed removal must be prepared and delivered to all Trustees pursuant to Article III, Section 8, no fewer than twenty (20) days prior to the special meeting. Such notice must both include the purpose of the meeting (i.e., Removal of Trustees) and list the Trustee or Trustees sought to be removed.
Section 13: Presumption of Assent
If a Trustee is present at a meeting of the Board of Trustees, he or she will be conclusively presumed to have assented to any corporate action taken at the meeting unless any of the following conditions is satisfied:
His or her dissent was entered in the minutes of the meeting;
He or she filed a written dissent to the action with the person acting as the secretary of the meeting before adjournment; or
He or she forwarded such dissent by registered or certified mail to the Secretary of the Corporation immediately after the meeting adjourned (however, this right to dissent will not apply to a Trustee who voted in favor of an action).
Section 14: Trustee Conflict of Interest
A conflict of interest policy has been approved by the Trustees and there exists a resolution adopting the conflict of interest policy. At all times the Corporation will maintain a conflict of interest policy.
ARTICLE IV
OFFICERS
Section 1: Designation; Election; Term; Multiple Offices
Designation: The Officers of the Corporation may include a President, one or more Vice Presidents, a Secretary, a Treasurer, and any other Officers or assistant Officers authorized by the Board of Trustees. Officers are not required in the Corporation.
Election/Appointment: The Officers will be elected or appointed by the Board of Trustees at its Annual Meeting.
Term: Each Officer will hold office for 3 year(s) or until his or her successor has been duly elected/appointed and qualified, or until their death, resignation or removal in the manner hereinafter provided.
Multiple Offices: The same person may hold any two (2) or more offices, except that the President and Secretary shall not be the same person.
Section 2: President
The President will be Chief Executive Officer of the Corporation and, subject to the direction and control of the Board of Trustees, will have general and active management of the affairs of the Corporation.
The President will ensure that all orders, resolutions, and directives of the Board of Trustees are carried into effect unless the Board assigns that responsibility to another Officer.
The President will execute all bonds, mortgages and other contracts for the Corporation.
The President will from time to time report to the Board of Trustees on all matters within his or her knowledge, which the interests of the Corporation may require to be brought to their notice.
The President will perform other such duties as may be assigned from time to time by the Board of Trustees.
Section 3: Vice President(s)
The Vice President, or Vice Presidents in the order of their seniority, will have all the powers and perform all the duties of the President in the absence or incapacity of the President.
The Vice President or Vice Presidents will perform such other duties as may be assigned from time to time by the Board of Trustees.
Section 4: Secretary
The Secretary will act as secretary of the Board of Trustees.
The Secretary will give, or cause to be given, all notices in accordance with the provisions of these Bylaws, or as required by law.
The Secretary will supervise the custody of all records and reports and will be responsible for the keeping and reporting of adequate records of all meetings of the Board of Trustees.
The Secretary will perform such other duties as may be assigned from time to time by the Board of Trustees.
Section 5: Treasurer
The Treasurer will keep full and correct account of receipts and disbursements in the books belonging to the Corporation, and must deposit all moneys and other valuable effects in the name and to the credit of the Corporation, in the bank or banks designated by the Board of Trustees.
The Treasurer will dispose of funds of the Corporation as may be ordered by the Board of Trustees, taking proper vouchers for such disbursements, and must render to the President and the Board of Trustees, whenever he or she may require it, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation.
The Treasurer will perform other such duties as may be assigned from time to time by the Board of Trustees.
Section 6: Resignation
Any Officer may resign at any time by giving written notice to the Board of Trustees, the President, or the Secretary of the Corporation.
Effective Date: An Officer’s resignation will take effect when the notice is delivered unless the notice itself specifies a future date. Unless it is otherwise specified in the notice, the acceptance of such resignation will not be necessary to make it effective.
Section 7: Removal
Any Officer of the Corporation may be removed by the Board of Trustees with or without cause. However, an Officer’s removal will be without prejudice to his or her contract rights, if any.
Election of an Officer will not of itself create any contract rights.
Section 8: Vacancies
The Board of Trustees will fill any vacancy in any office because of death, resignation, removal, disqualification, or any other cause at the Annual Meeting, a regular meeting of the Board of Trustees, or at a special meeting called for the purpose of filling the vacancy.
Section 9: Executive Trustee
The Board of Trustees has the power to employ and, in accordance with applicable law, to terminate the employment of an Executive Trustee.
The Executive Trustee has the responsibility of managing the day-to-day affairs of the Corporation and administering the programs and policies of the Board of Trustees.
The Executive Trustee will report directly to the Board of Trustees and will keep the Board of Trustees fully informed of his or her activities.
The Executive Trustee does not have any authority to act for or on behalf of the Corporation without the express authorization of the Board of Trustees.
The Board of Trustees will stipulate the terms and conditions of employment for the Executive Trustee.
Subject to budgetary constraints approved by the Board of Trustees, the Executive Trustee may appoint and employ any professional and support staff or agents necessary to serve the Corporation.
ARTICLE V
COMMITTEES
Section 1: Committees
The Board of Trustees, by resolution adopted by a majority of the Trustees in office, may create one or more committees and appoint Trustees or other such persons as the Board of Trustees designates to serve on the committee or committees.
Each committee must contain at least two Trustees, and the majority of the members of each committee must be Trustees, except that committees relating to the election, nomination, qualification, or credentials of Directors or other committees involved in the process of electing Trustees may be composed entirely of non- Trustees.
All committee members will serve at the pleasure of the Board of Trustees.
To the extent specified by the Board of Trustees, each committee may exercise the authority of the Board of Trustees in the management of the Corporation; provided, however, that a committee may not:
Adopt a plan for the distribution of the assets of the Corporation or for dissolution;
Fill vacancies on the Board of Trustees or on any committees designated by the Board of Trustees;
Elect, appoint or remove any Officer or Trustee, or any member of any committee, or fix the compensation of any member of any committee;
Adopt, amend, or repeal the Bylaws or the Articles of Incorporation of the Corporation;
Adopt a plan of merger or adopt a plan of consolidation with another corporation;
Authorize the sale, lease, exchange, or mortgage of all or substantially all of the property or assets of the Corporation; or
Take any action inconsistent with any resolution or action of the Board of Trustees when such resolution or action of the Board of Trustees provides, by its terms, that it must not be amended, altered, or repealed by action of a committee.
Section 2: Quorum; Voting
Unless the appointment by the Board of Trustees requires a greater number, a majority of the entire committee will constitute a quorum for committee action at any meeting of the committee.
The act of a majority of committee members present and voting at a meeting at which a quorum is present will constitute the act of the committee.
Section 3: Participation at Meetings by Conference Telephone
Committee members may participate in and act at any committee meeting by telephone or other communications equipment so long as all persons participating in the meeting can communicate with each other concurrently.
Telephonic or electronic committee member participation in a meeting will constitute attendance and presence at the meeting.
Section 4: Meetings of Committees
Subject to action by the Board of Trustees, each committee by majority vote of its members shall determine the time and place of meetings and the notice required therefor.
Section 5: Informal Action
General: Any action required to, or which may, be taken at a meeting of a committee may be taken without a meeting if it is consented to in writing by the all of the committee members.
Written Consent: The written consent must be evidenced by one or more written approvals from the committee members; each approval must set forth the action to be taken and provide a written record of approval. The approvals must be delivered to the Secretary of the Corporation and filed in the corporate records.
Effective Date: Any action taken by a committee pursuant to this Section will be effective when all of the committee members have approved the written consent unless the consent specifies a different effective date.
Section 6: Chair
One member of each committee will be appointed chair of the committee.
Section 7: Term; Vacancies
Term: Each member of a committee will remain on that committee until the next Annual Meeting of the Corporation and until his or her successor is appointed, unless the committee is terminated or the member is removed from the committee by the Board of Directors.
Vacancies: Vacancies in the membership of any committee may be filled by appointments made in the manner provided for in Article V, Section 1(a).
ARTICLE VI
INDEMNIFICATION
The Corporation may indemnify any person who was or is a party or is threatened to be made a party to any proceeding by reason of the fact that such person is or was a trustee, officer, employee, or agent of the Corporation against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation.
To the extent that a present or former trustee, officer, employee, or agent of the Corporation has been successful, on the merits or otherwise, in the defense of any proceeding referred to in Section (a) of this Article, or in defense of any claim, issue, or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with such proceeding if that person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation.
Sections (a) and (b) of this Article will not apply in any proceeding in which the trustee, officer, employee, or agent is liable for negligence or misconduct in the performance of his or her duties.
Such rights of indemnification will not be exclusive of any other rights to which such trustee, officer, or employee may be entitled apart from this provision.
The Corporation shall have power to purchase and maintain, at the Corporation’s expense, insurance on behalf of the Corporation and on behalf of any trustee, officer, employee, agent, or other person to the extent that power has been or may be granted by statute.
The Corporation shall have the power to give other indemnification to the extent permitted by law.
ARTICLE VII
BOOKS AND RECORDS
Section 1: Corporate Records
The Corporation must maintain the following books and records at its registered office or principal place of business:
Accurate and complete books and records of account;
The original copy of its Bylaws including all amendments and alterations and any other corporate documents;
The minutes of the proceedings of either the Board of Trustees or any committees established by the Board of Trustees;
All documents relating to the Corporation’s tax status;
Recent annual reports;
Copies of the Corporation’s recent newsletters, journals, or other publications;
Financial statements; and
All payroll and other personnel records relating to employment.
Section 2: Right of Inspection
General Right of Inspection: Any Trustee may examine and make copies of the books and records related to any of the proceedings of the Board of Trustees provided that he or she has a proper purpose for doing so. This inspection must take place at a mutually agreed upon time.
Inspection by Agents: A Trustee’s agent or attorney may be afforded the same right provided under Article VII, Section 2(a).
ARTICLE VIII
MISCELLANEOUS
Section 1: Principal Office
The principal office of the Corporation in the State of New Jersey will be located at 86 Leesville Rd., Jackson, NJ 08527-4535.
The Corporation will continuously maintain in the State of New Jersey a registered office. The Corporation’s registered agent is Charles T. Reed.
Section 2: Depositories
All funds of the Corporation not otherwise employed will be deposited from time to time to the credit of the Corporation in any banks, trust companies, or other depositories designated by the Board of Trustees.
Section 3: Checks, Drafts, Notes, Etc.
All checks, drafts or other orders for the payment of money and all notes or other evidences of indebtedness issued in the name of the Corporation must be signed by the individual who has been given signatory authority by the Board of Trustees.
In the absence of such determination by the Board of Trustees, such instruments must be signed by the Treasurer and countersigned by the President of the Corporation.
Section 4: Fiscal Year
The fiscal year of the Corporation will end on the last day of December of each year.
Section 5: Delivery of Notice
Any notices will be considered to be “delivered” when any of the following occurs:
Notice is transferred or presented to the proper party;
Notice is deposited in the United States mail with proper postage and is addressed to the proper party at his, her, or its address as it is listed in the records of the Corporation, or any other contact information appearing on the records of the Corporation; or
Notice is transmitted by electronic means such as e-mail, facsimile, or any other method that is authorized in the articles of incorporation
Section 6: Execution of Documents
Every contract entered into, including any loans or other evidence of indebtedness, issued in the name of or on behalf of the Corporation must be authorized or ratified by a resolution of the Board of Trustees.
Except as otherwise provided by law, all checks, drafts, promissory notes, and other evidence of indebtedness issued in the name of the Corporation and all contracts, deeds, mortgages, and other instruments executed in the name of and on behalf of the Corporation must be executed and attested by such Officer or Officers, or agent or agents, of the Corporation and in such manner as shall periodically be determined by resolution of the Board of Trustees.
Section 7: Gifts
The Board of Trustees may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation.
Section 8: Stock
The Corporation will not have or issue shares of stock.
Section 9: Compensation
The Board of Trustees may fix the salaries or other compensation of agents and employees of the Corporation unless it delegates this authority to the Executive Trustee.
No Trustee of the Corporation will receive, directly or indirectly, any income, profit, or other pecuniary benefit from the Corporation, except reimbursement from the Corporation’s funds for reasonable expenses incurred that, in the opinion of the Board of Trustees, were properly incurred in performance of their duties on behalf of the Corporation, upon submission of proper documentation to the Board of Trustees.
Section 10: Loans to Management
The Corporation will make no loans to any of its Trustees or Officers.
Section 11: Construction
If any portion of these Bylaws is found to be invalid or inoperative, then so far as is reasonable and possible:
The remainder of these Bylaws will be considered valid and operative; and
Effect will be given to the intent manifested by the portion held invalid or inoperative.
Section 12: Effective Date
These Bylaws will be effective upon acceptance by the Board of Trustees.
ARTICLE IX
AMENDMENTS
These Bylaws may be altered, amended or repealed, and new bylaws may be made and adopted at any annual or regular meeting of the Board of Trustees, or at any special meeting called for that purpose, by the affirmative vote of a majority of the Trustees in office.