FRANKLIN TOWNSHIP DR. MARTIN LUTHER KING COMMUNITY FOUNDATION, INC. INCORPORATED A not for Profit Corporation incorporated under the laws of the State of New Jersey BY-LAWS ARTICLE I NAME The name of the Corporation is the FRANKLIN TOWNSHIP DR. MARTIN LUTHER KING COMMUNITY FOUNDATION, INC., hereinafter known as the Foundation. ARTICLEII PURPOSE Section 1. Purpose The purpose of the Foundation is:
To perpetuate the dream of Dr. Martin Luther King
To engage in charitable, scholarship or educational services and activities for individuals or entities whose purposes and operations are exclusively charitable, and shall be in the best interest of the community.
Section 2. Limitation of Methods The Foundation shall be a charitable, not for profit organization and its activities shall be carried on without purpose or gain for its members. The Foundation shall be a non-political organization.
ARTICLE III BOARD OF TRUSTEES The government and policy making responsibilities of the Foundation shall be vested in the Board of Trustees, which shall control its property, be responsible for its finances, and director its affairs. Section 1. Number of Trustees
The Foundation shall be governed by a Board of Trustees, no more than twenty-one (21), including officers.
The property, affairs, activities and concerns of the Foundation will be vested in a Board of Trustees, hereinafter called Board.
Voting privileges are reserved for Trustees only.
No elected official will serve as a Trustee of the Foundation.
Any existing Trustee who may be elected to a public office may choose to remain as a Trustee.
Section 2. Meeting of the Board
Trustees shall meet not less than four times in any calendar year.
In addition to the regular meetings, special meetings could be called by the President or in his/her absence the Vice President or by any two Board of Trustee members having given seven (7) days of notice to all the Board members, stating the purpose of the meeting.
Section 3. Quorum Presence of at least five (5) of the board of Trustee will constitute quorum for the transaction of business. Section 5. Removal of Trustee member Any Trustee may be removed by the Board for any of the under mentioned reason(s), by a vote of at least two-thirds of the Board of Trustee members , excluding the Trustee being removed, in secret ballot, at a regular or special meeting called for this purpose.
If he/she has committed a breach of the by-laws of the Foundation
If he/she acts in a manner prejudicial to the interest of the Foundation
If he/she aids, abets or instigates any person to contravene any provisions of the by-laws of the Foundation
If he/she is convicted of an offense involving moral turpitude or dishonesty
If he/she, without sufficient causes, fails to attend three regular meetings of the Board per year, unless confined by illness or otherwise excused in advance of the meeting by the President.
Section 6. Vacancies Any vacancy in the Board arising from demise, resignation or removal of Board member shall be filled without undue delay by vote by secret ballot by majority vote of the continuing members. Section 7. Qualification of a Board of Trustee Member The person chosen as Board of Trustee will be:
Resident of Franklin Township or member and/or employee of an entity/organization/house of worship having a presence in Franklin Township, and
Of mature age and a sound mind, and
Willing and able to help promote the objectives of the Foundation.
ARTICLE IV OFFICERS The Foundation shall be managed by the Board of Trustees through elected officers, each Trustee being entitled to one vote. Section 1. Officers
The elective officers shall be: President, First Vice-President, Second Vice President, Treasurer, Secretary, and Immediate Past President.
They shall be elected for a period of three years, by a majority vote, exercised in a secret ballot.
All officers will have served as a Trustee before becoming an officer.
Officers will serve as the Executive Committee.
Section 2. Removal of Officers The Board, by a two-thirds vote of the entire Board of Trustees, may remove an Officer at any time if, in its judgment it feels that the best interests of the Foundation would be served.
ARTICLE V DUTIES OF OFFICERS Section 1. President
The President shall preside at all meetings of the Foundation and the Executive Committee.
The President shall serve as administrative officer of the Foundation.
The President shall appoint the chairs of all committees and shall be an ex-officio voting member of all committees except the Nominating Committee.
Section 2. First Vice-President -
The First Vice-President shall assume the duties of the President in his/her absence and perform duties assigned by the President.
The First Vice-President shall assume the Office of President in the event of a vacancy until the term of the President who is being replaced shall expire.
Section 3. Second Vice-President – The Second Vice-President shall serve as a backup to the First Vice-President and serve as Assistant Treasurer. Section 4. Treasurer – Assistant Treasurer
The Treasurer shall receive all monies, make such disbursements as are authorized and shall keep regular accounts in the books of the Foundation which accounts shall be open to all Trustees in good standing at the reasonable times.
The Treasurer shall also render a report of all receipts and disbursements to the Foundation at each regular meeting. The President and the Treasurer, or in the absence of the Treasurer by Assistant Treasurer will sign all checks.
All expenses and charity donations can be approved jointly by the President and the Treasurer or in the absence of the Treasurer by Assistant Treasurer for the amount $500.00 or less. The Executive Committee must approve all other expenditures.
Section 5. Secretary –
The Secretary shall keep the Minutes and attendance records of the Foundation and record such other matters as directed by the Board of Trustees.
The Secretary shall keep records of annual, regular and special meetings.
The Secretary shall also handle all correspondence.
Section 6. Immediate Past President - Having served as President, the Immediate Past President's experience is vital in contributing advice in present and future policy making decisions.
ARTICLE VI Committees Section 1. Appointments
The President shall appoint all committees and committee chairpersons. The President may appoint such ad hoc committees and their chairpersons as deemed necessary to carry out the program of the Foundation.
Committee appointments shall be at the will and pleasure of the President and in no event shall exceed the term of the appointing President.
Section 2. Limitation of Authority
No action by any Trustee, committee, or officer shall be binding upon, or constitute an expression of, the policy of the Foundation until it shall have been approved or ratified by the Board.
Committees shall be discharged by the President when their work has been completed and their reports accepted, or when, in the opinion of the Board, it is deemed wise to discontinue the committee.
Section 3. The Executive Committee The Executive Committee shall consist of the Officers, Committee Chairs, and the Immediate Past President. Between regular meetings, the Executive Committee shall be empowered to take any necessary actions and have general supervision over the activities of the Foundation. In addition the Committee will be responsible to:
Prepare annual plan and budget for the fiscal year of the Foundation
Prepare plans for employment of individuals or agencies for the approval of the Board
Prepare feasibility reports for all capital expenditure for the approval of the Board
Prepare feasibility reports for incurring all major expenses for the approval of the Board
To approve all bills of the expenses of the Foundation on projects already sanctioned by the Board
To protect, safeguard and maintain all properties of the Foundation
Section 4. The Nominating Committee The Nominating Committee shall consist of three (3) members appointed by the President. The Nominating Committee shall present a slate of candidates for office in writing prior to the June Reorganization Meeting.
ARTICLE VI ELECTIONS Section 1. Election of Officers
Election of officers shall be held every three years at the June Reorganization Board meeting.
Those elected will thereinafter assume and hold office until the election and qualification of their successors.
The Nominating Committee shall present a slate of candidates for office in writing prior to the June Reorganization Meeting.
Section 2. Vacancies
Vacancies in any office for any reason shall be filled as follows: President may be succeeded by the First Vice-President; any other vacancy in an elective office occurring during the year shall be filled by appointment of the President, subject to the approval of the Board.
Any officer so elected shall complete the unexpired term of his/her predecessor in office.
ARTICLE VII Finances Section 1. Funds All money paid to the Foundation shall be placed in a general operating fund.
Section 2. Disbursements
Upon approval of the budget, the Treasurer is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board. Disbursements shall be by check.
Non budgeted items that are deemed operational items (repair or replace) which are necessary for the daily operation of the Foundation shall require the approval of the Executive Committee.
Non budgeted items that are deemed non-operational items shall require the approval of the Board.
Section 3. Fiscal Year This fiscal year of the Foundation shall close on June 30th.
Section 4. Budget
The President shall appoint a Finance Committee to work with the Treasurer to prepare a budget for the coming year.
The Treasurer shall serve as chairperson.
The proposed budget shall be submitted to the Executive Committee. The Executive Committee shall then submit the proposed budget to the Board for approval.
Section 5. Review or Audit of Financial Records
The books of the Foundation shall be reviewed annually by the Treasurer at the close of business on June 30th.
At the discretion of the Executive Committee, with the consent of a majority of the Board, a financial review or audit shall be performed by an outside accounting firm.
The review or audit shall be presented to the Board.
ARTICLE VIII DISSOLUTION
Section 1. Procedure The Foundation shall use its funds only to accomplish the objectives and purposes specified in these bylaws, and no part of said funds shall inure or be distributed, to the members of the Foundation. On dissolution of the Foundation, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific or philanthropic organizations to be selected by the Board.
ARTICLE IX PARLIAMENTARY AUTHORITY
Section 1. Parliamentary Authority The current edition of Robert’s Rules of Order shall be the final source of authority on all questions or parliamentary procedure when such rules are not inconsistent with the charter of the Bylaws of the Foundation.
ARTICLE X AMENDMENTS
Section 1. Revisions
These Bylaws may be amended or altered by a two-thirds vote of the Board at any regular or special meeting, providing the notice for the meeting includes the proposals for amendments.
Any proposed amendments or alterations shall be submitted to the Board for the members in writing, at least ten (10) days before the meeting at which time they are to be acted upon.