FRIENDS OF PRINCETON NURSERY LANDS
A Non Profit New Jersey Corporation
PREAMBLE
Friends of Princeton Nursery
Lands, (FPNL), a Non Profit New Jersey Corporation, organized and operated
exclusively for charitable and educational purposes within the meaning of
Section 501(c)(3) of the Internal Revenue Code, hereby adopts the following:
BYLAWS
ARTICLE I
Purpose
The Friends of
Princeton Nursery Lands is dedicated to the preservation and protection of the
historic, horticultural and natural resources of the former Princeton Nurseries
Kingston Site. FPNLÕs purpose
includes promoting development and interpretation of the site for the education
and enjoyment of the public.
As part of these overall
goals FPNL may become involved in the following activities
o
Restoration and use of
the Propagation House, greenhouses and other historic buildings on the Site.
o
Listing of the site on
the State and National Historic Registers
o
Development of
educational/interpretive facilities
o
Promoting awareness and understanding of
the site
o
Establishment of paths,
and connections to other historic and natural resources
o
Preparation of
interpretive literature, maps, and guides
o
Organizing interpretive
and educational walks and talks and other programs
o
Working with other
organizations to achieve common goals
o
Obtaining funding to
achieve the above goals.
ARTICLE II
Registered Office
The registered office of the
Corporation shall be at 14 Basin St, Kingston, Middlesex County, New Jersey, or
at such other place as may be determined from time to time by the Board of
Trustees.
The mailing address shall be
PO Box 113, Kingston NJ, 08528-0113
ARTICLE III
Members
Section 1. Qualifications. Members of the Corporation shall be any
persons who indicate a desire to support its purposes and shall pay dues in an
amount prescribed by the Board of Trustees from time to time. Annual dues notices shall be mailed
each year.
Section 2. Privileges and Duties. Members of the Corporation shall have
all the privileges given members herein. In particular, each individual member in good standing shall
have the right to cast one vote on all matters coming before the Annual Meeting
of the Members. A Family
Membership entitles two members of that family to vote.
Section 3. "Member in good standing". For the purposes of these Bylaws, a
member in good standing shall be a member who has paid his annual dues prior to
the date of any meeting of the Members, or shall be a member who has been
granted honorary member status.
Section 4. Classes of Members. FPNL shall have the following classes
of members: annual (individual, family and corporate), and honorary. Each class may include various
categories as determined from time to time by the Board.
Section
5. Duration. Honorary members, who are eighteen years or more of
age, shall hold membership for a period that is defined by the Board of
Trustees, and all other members shall hold membership for periods of one year,
in accordance with procedures to be established by the Board of Trustees.
ARTICLE IV
Meeting of the Members
Section 1. Annual Meeting. The annual meeting of the Members
(Annual Meeting) shall take place during the Spring in the Kingston region at
such a place and time as the Board of Trustees or the President shall select. Notice of the Annual Meeting
shall be transmitted to all of the Members at least 20 days prior to the
meeting.
At each Annual Meeting the
Board of Trustees shall present an Annual Report. Such report shall be filed
with the records of the Corporation and entered in the minutes of the
proceedings of such Annual Meeting
Section 2. Election of Trustees. At each Annual Meeting, Trustees shall
be elected to succeed those in the class whose terms are expiring. Each member in good standing shall have
the right to vote for each Trustee position to be voted on. The names of Trustees proposed by
the Nominating Committee for election shall be submitted in writing to the
Secretary at least four weeks prior to the Annual Meeting, and shall be
included by the Secretary of the Corporation in the notice of the Annual
Meeting. Further nominations may
be made from the floor at the Annual Meeting.
Section 3. Special Meetings. Special Meetings of the Members may be
called by a majority of the Board of Trustees, or shall be called upon the
written request of 10% of members in good standing but not less than ten such
members. At least ten days notice
shall be given of any Special Meeting,
and action at such meeting shall be confined to the matters stated in the
call. Each member in good standing shall have the right to vote on
each matter coming before a Special Meeting.
Section 4. Quorum. At any Annual or Special Meeting of the Members, a quorum to
transact business shall be twelve members or 25% of the membership, either
present or represented by proxy.
At any such meeting at which a quorum is present, a majority vote of
those present or represented by proxy shall be sufficient for the passage of
business, unless State Law requires a two-thirds vote, in which case such
proportion shall control. At any
such meeting at which a quorum is not present, a vote of the majority of those
present may adjourn the meeting to a specific time and place, but no other
business shall be transacted.
Section 5. Proxies. The Board of Trustees may make
provision for the use of written or electronic proxies to vote on any question
which may come before any meeting of the Board or before the Annual or Special
Meeting of the Members, which proxies shall be used to meet the requirements
for a quorum.
ARTICLE V
The Board of Trustees
Section1. Number of Trustees. The Board of Trustees shall consist of
not less than five nor more than nine persons, the number to be determined from
time to time by a meeting of the Members.
Each Trustee shall serve for his term and until his successor has been
elected.
Section 2. Classes of Trustees. Beginning with the February Trustees'
meeting of 2007, Trustees shall be divided into three classes evenly
distributed; Class A being designated for a term ending at the Annual Meeting
in 2007; Class B for a term ending at the Annual Meeting in 2008; and Class C
for a term ending at the Annual Meeting in 2009. Commencing with the Annual Meeting in 2007, and thereafter
at each Annual Meeting, one class of Trustees shall be elected for a three-year
term.
Section 3. Vacancies. Any vacancy occurring in the Board of
Trustees may be filled by the vote of a majority of the remaining Trustees in
office and present at a duly called meeting of the Board. Board members chosen by the Trustees to
fill vacancies serve until the next Annual Meeting.
Section 4. Place of Meeting. Meetings of the Board of Trustees shall
be held within the State of New Jersey as may be specified in the notice of
such meeting.
Section 5. Regular Meetings. Regular meetings of the Board of
Trustees shall be held at least quarterly at the call of the President or Vice
President, except in July or August.
The annual organizational meeting of the Board of Trustees shall be held
within one month following the Annual Meeting of the Members. The date of any meeting may be changed
by mailing or emailing to each Trustee written notice of such change no less
than three days before the new meeting is scheduled.
Section 6. Special Meetings. Special Meetings of the Board of
Trustees may be called at any time by the President, a Vice President, the
Executive Committee or a majority of the Trustees (either by vote at a meeting
or in writing). Such a request for
a Special Meeting of the Board shall state the purpose of the proposed meeting
and the Secretary shall be directed to notify the trustees.
Section 7. Quorum One half or a majority of the Trustees in office shall
constitute a quorum at any meeting of the Board of Trustees, and the vote of
the majority of the Trustees present at any meeting at which a quorum is
present shall be sufficient for the transaction of any business.
Section 8. Notice of Meeting. Not less than two nor more than twenty
days before any meeting of the Board of Trustees, the Secretary shall give a
notice to each Trustee, which shall specify the time and place of each
meeting.
Section 9. Duties and Authority. The Board of Trustees shall govern and
control the affairs of the Corporation and shall enjoy all the power vested in
them by law
ARTICLE VI
Officers
Section 1. Appointment and Tenure. The officers of the Corporation shall
be a President, two Vice Presidents, a Secretary, a Treasurer, and such other
officers as the Board of Trustees shall appoint from time to time. They may, but need not be, members of
the Board of Trustees and shall be appointed by the Board as needed, or at its
annual organizational meeting, to serve for one year and until their successors
are elected. Any vacancy in any of
said offices shall be filled for the unexpired term thereof by the Board of
Trustees. If an officer is absent
from three (3) consecutive meetings, he or she may be removed from office at
the discretion of the Board of Trustees. An officer may also be removed at any
time, by a three-fourths vote of the entire Board.
Section 2. Duties.
a. President. The President shall preside at all
meetings of the Members and of the Board of Trustees. He/she shall be the Chief Executive Officer of the
Corporation and shall have the general powers and duties usually vested in the
office of the President of the Corporation, and such other powers as may be
specifically granted from time to time by the Board of Trustees. The President shall be ex officio a voting member of all committees except the
Nominating Committee, on which he/she shall not serve ex officio.
b. Vice President. The First Vice President shall serve in
the place of the President in the case of absence or disability of the latter,
and when so serving, shall have the duties, powers and responsibilities of the
President. In the case of absence
or disability of the First Vice President, the Second Vice President shall
perform the duties of the First Vice President. Each Vice President shall also have such duties, powers and
responsibilities as may from time to time be assigned him/her by the Board or
by the President.
c. Treasurer. The Treasurer shall have the custody of
the funds and securities of the Corporation and shall keep or cause to be kept
regular books of account for the Corporation. The Treasurer shall perform such other duties and possess
such other powers as are incident to the office or as shall be assigned by the
President or the Board.
He/she shall submit a report at each regular meeting of the Board of
Trustees and at the Annual Meeting of Members.
d. Secretary. The Secretary shall cause notices of
all meetings to be served as prescribed in these Bylaws and shall keep or cause
to be kept the minutes of all meetings of the Board and all public
meetings. In the absence of the
Secretary another member of the Board shall keep the minutes of that meeting.
The Secretary shall perform such
other duties as are incident to the office or as shall be assigned by the
President or the Board.
ARTICLE
VII
Committees
Section 1. Executive Committee. The President,
with the approval of the Board of Trustees, may appoint an Executive Committee
consisting of the President, two Vice Presidents, Secretary, Treasurer and such
other members of the Board as the Board may determine. The Executive Committee may exercise
the powers of the Board of Trustees in the management and affairs of the
Corporation in the intervals between meetings of the Board. Four members of the Committee shall
constitute a quorum. The President
shall be chairman of the Executive Committee and he/she or any Vice President
may call a meeting of the committee at any time. The Executive Committee shall report its actions to the
Board of Trustees at the next meeting of the Board following any meeting of the
Executive Committee. Any Trustee
attending a meeting of the Executive Committee shall be entitled to vote on any
issue coming before that meeting.
Section 2. Other Committees. The President with the approval of the
Board of Trustees shall appoint a Nominating Committee, a Membership Committee
and other committees with such powers and duties as the Board shall deem
necessary from time to time.
Section 3. Advisors. The Board of Trustees shall identify and solicit advisors
on issues of interest to the Corporation as deemed necessary.
ARTICLE VIII
Checks and Contracts
All checks or notes of the
Corporation must be signed by not less than two of the officers of the
Corporation as may be designated from time to time by the Board of Trustees.
The Board of Trustees may,
from time to time, authorize any officer or officers of the Corporation to
enter into specified contracts on behalf of the Corporation, pursuant to the
goals of the Corporation. Said
authority will only be granted following the vote of two-thirds majority of the
Board of Trustees, approving entry into said contractual arrangement.
ARTICLE
IX
Use of Corporate Funds
No part of the funds of this
Corporation shall inure to the benefit of any individual, nor shall this
Corporation attempt in any manner to influence legislation (except as otherwise
provided by Section 501(c)(3) of the Internal Revenue Code); but said funds shall be used exclusively for the
purposes of the Corporation as set forth in the Certificate of Incorporation.
ARTICLE X
Dissolution
The Corporation may be dissolved by the Board of
Trustees upon recommendation of the Voting Members and a two-thirds majority
vote of the Board of Trustees. In the event of
dissolution of this Corporation, its assets remaining after payment, or
provision for payment, of all debts and liabilities of this Corporation shall
be distributed only for the exempt purposes provided in the Certificate of
Incorporation. This will be accomplished either by donation of funds to qualified
501(c)(3) organizations and/or to State and/or local government bodies or
Commissions for purposes consistent with those of the Corporation, as provided
in the Certificate of Incorporation.
ARTICLE XI
Fiscal Year
The fiscal year of the Corporation
shall be the calendar year.
ARTICLE XII
Changes in the Bylaws
These Bylaws may be amended
by a majority vote of the Board of Trustees at any regular or special meeting
of the Board. Such amendments must
be ratified by a meeting of the Members.
ARTICLE XIII
Any member of the Board of Trustees or other person who
performs services for the Corporation at the request of FPNL and who does not
receive compensation other than reimbursement of expenses shall be immune from
civil liability to the full extent permitted by Sections 15A:2-8 and 15A:3-4 of
the New Jersey Nonprofit Corporation Act, and to the full extent otherwise
permitted by law.
Each trustee or officer of
FPNL shall discharge his or her respective duties (a) in good faith; (b) with the care an ordinarily
prudent person in a like position would exercise under similar circumstances;
and (c) in a manner such trustee or officer reasonably
believes to be in the best interests of the Corporation, as determined by FPNL.
January
27, 2007