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BY-LAWS
OF
U.S. ATTORNEY'S ALUMNI ASSOCIATION OF NEW JERSEY, INC.
ADOPTED
FEBRUARY , 2007
Article I
Name, Status, Purpose and Offices
Section 1.1
Name.
This corporation shall be known as the "U.S. Attorney's Alumni Association of New Jersey, Inc." (the "Corporation").
Section 1.2
Status and Purpose.
The Corporation shall be a non-profit corporation organized under the laws of the State of New Jersey and as an entity exempt from taxation under Section 501(c)(6) of the Internal Revenue Code and its regulations.
Section 1.3
Registered Office.
The Board of the Corporation (the "Board") shall designate and continuously maintain a registered office located within the State of New Jersey.
Section 1.4
Principal and Other Offices.
The Corporation may have offices at such locations as the Board may from time to time designate.
Section 2.1
Membership.
The membership of the Corporation shall consist of all former and current United States Attorneys and Assistant United States Attorneys for the District of New Jersey who accept the terms of membership of the Corporation and are in good standing with the requirements of membership.
Section 2.2
Transfer, Term and Termination of Membership.
Membership in the Corporation shall not be transferable. The term of office of any member shall be for life or until such membership is terminated in accordance with the following sentence of this Section 2.2. Notwithstanding the foregoing, any member may resign by written notice to the Secretary of the Corporation (any resignation to take effect as specified, or if not so specified, upon receipt by the Secretary), and any member may be removed or suspended at any time by a majority vote of the Board for cause.
Article III
Board of Trustees
Section 3.1
Administration.
The administration of the affairs of the Corporation shall be vested in the Board, which shall consist of Trustees chosen by the members of the Corporation.
Section 3.2
Number and Term.
(a) Number.
The Board shall be composed of not less than three (3), nor more than twenty-five (25) persons. Within the foregoing limits, the number of Trustees shall be fixed for the ensuing year by a vote of the Board at each annual meeting, subject to alteration from time to time by the vote of two-thirds of all the members of the Board, at any regular or special meeting, provided that no reduction in the number of trustees shall affect any trustee whose term has not expired.
(b) Terms.
The members of the initially-chosen Board (the "Initial Board") shall serve two (2) year terms. At the expiration of the term of any member of the initial Board, any person subsequently elected to the Board shall serve a two-year term, Trustees may be reelected, and there is no limit to the number of consecutive terms.
Section 3.3
Election of Board.
Upon expiration of the term for any Trustee, the membership of the Corporation shall elect a new Board at an annual meeting of the membership from nominations solicited from the membership by the Board.
Section 3.4
Duties.
The Board shall manage the business of the Corporation, and shall adopt or amend By-Laws and form committees necessary to carry out such business. It shall make a report at the annual meeting of the Corporation in accordance with the laws of the State of New Jersey.
Section 3.5
Meetings.
Regular meetings of the Board shall be held at such time and place as the President shall designate, and notice to the membership need not be given. Special meetings may be called by the President of the Corporation or at the request of two members of the Board. Notice of the time and place of special meetings shall be given to each Board member in person, by telephone or faxed message, or by e-mail, but in any case at least three business days prior to the time fixed for such meeting.
Section 3.6
Participation by Conference Telephone.
Any one or more members of the Board may participate in a meeting by means of a conference telephone or similar equipment which allows all persons participating in the meeting to hear and be heard by all other participants. Participation by such means shall constitute presence in person at such a meeting.
Section 3.7
Action without a Meeting.
Any action required or permitted to be taken by the Board, or any committee duly established, may be taken without a meeting if all Board members consent in writing to the adoption of a resolution authorizing the action. Such resolution and the written consents thereto shall be filed with the Minutes of the Board or of such committee.
Section 3.8
Quorum.
A majority of the Board shall constitute a quorum at any meeting of the Board.
Section 3.9
Vacancy.
Vacancy occurring in the Board shall be filled for the unexpired tern by a person elected by a majority vote of the Board.
Section 3.10
Committees.
The Board may, by general resolution, delegate to other committees such powers and duties as the Board may see fit and as permitted by the laws of the State of New Jersey. No such committee shall have authority to make removals from offices; to fill vacancies in the Board or any committee; to fix compensation of Board members; or to amend, adopt or repeal By-Laws. Members of such committees may be chosen by the Board from among the membership of the Corporation, upon nomination by a Board member, although a Board member shall serve as Chairperson of any such committee.
Section 3.11
Written Resignations.
Resignations of Board members, officers, and other committee members shall be in writing, and shall take effect upon receipt by the Board.
Section 3.12
Involuntary Resignation.
The unexcused absence of a Board or other committee member from three consecutive meetings of the Board shall be equivalent to a resignation.
Section 4.1
Officers.
The officers of the Corporation shall be a President, a Vice President, a Treasurer and a Secretary, all of whom must be members of the Board.
Section 4.2
Election.
Election of the Officers shall occur at the first meeting of the Board after the Annual Meeting of the Corporation, or at such other time as the Board shall fix by majority vote.
Section 4.3
Terms.
Any officer shall serve a one-year term.
Section 4.4
Duties of President.
The President shall preside at all meetings of the Board. The President shall generally manage and supervise the affairs of the Corporation. The President shall keep the Board fully informed, and shall freely consult with them concerning the activities of the Corporation. The President shall have the power to sign alone, unless the Board shall specifically require an additional signature in the name of the Corporation, all contracts authorized either generally or specifically by the Board. The President shall perform all duties incident to the office of President, subject, however, to the control of the Board. The President shall preside at all general meetings of the membership of the Corporation.
Unless otherwise ordered by the Board, the President shall have full power and authority on behalf of the Corporation to vote either in person or by proxy at any meeting of shareholders of any corporation in which the Corporation may hold shares, and at any such meeting may possess and exercise all of the rights and powers incident to the ownership of such shares which, as the owner, the Corporation might have possessed and exercised, if present. The Board may confer like powers upon any other person and may revoke any such powers as granted at its pleasure.
Section 4.5
Duties of Vice President.
At the request of the President or in the event of absence or disability, the Vice President shall perform the duties and shall possess and exercise the powers of the President; and, to the extent authorized by law, the Vice-President may be reimbursed for reasonable expenses incurred, subject to approval by the Board, upon presentation of vouchers.
Section 4.6
Duties of Secretary.
The Secretary shall keep the minutes of all meetings of the Corporation and of the Board; shall, if requested, read such minutes at the close of each meeting for approval; and shall mail out all notices for meetings of the Corporation or the Board. The Secretary shall perform such other duties as may be required of him by the By-Laws, the President, or the Board.
Section 4.7
Treasurer.
The Treasurer shall have charge of all receipts and moneys of the Corporation, deposit them in the name of the Corporation in a bank approved by the Board, and disburse funds as ordered or authorized by the Board. He or she shall keep regular accounts of the Corporation’s receipts and disbursements, submit such accounts when requested, and give an itemized statement at regular meetings of the Corporation. The Treasurer shall sign checks and withdrawal slips on behalf of the Corporation upon any and all of its bank accounts, and the same shall be honored on his or her signature alone.
Section 4.8
Vacancies.
If a vacancy occurs among the officers, the vacancy shall be filled for the unexpired term by the Board.
Section 4.9
Compensation of Officers and Board Members.
Neither the officers, Board members nor others serving on committees shall receive any salary or compensation for services rendered to the Corporation.
Section 4.10
Contracts and Services.
The Board, except as otherwise provided in these By-Laws, may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of, and on behalf of the Corporation, and such authority may be general or confined to a specific instance; and unless so authorized by the Board, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement, or to pledge its credit, or render it liable pecuniarily for any purpose or for any amount.
The Board and officers of the Corporation may be interested directly or indirectly in any contract relating to the operations conducted by the Corporation, and may freely make contracts, enter into transactions, or otherwise act for and on behalf of the Corporation, notwithstanding that they may also be acting in their individual capacity, or as trustees of any trusts, or as agents for other persons or Corporations, or may be interested in the same matters as Trustees, officers, or otherwise; provided, that any contract, transaction, or act on behalf of the Corporation in a matter in which the Trustees or officers are personally interested shall be at arm’s length and not violative of the proscriptions in the Certificate of Incorporation against the Corporation’s use or application of its funds for private benefit; and provided, further, that no contract, transaction, or act shall be taken on behalf of the Corporation which would result in the denial of the tax exemption under Section 503 or Section 507 of the Code.
Section 4.11
Compensation of Trustees.
A Trustee shall not be entitled to any fee, salary or remuneration of any kind for performance of services, provided, however a Trustee may be reimbursed for reasonable expenses incurred, subject to approval by the Board, upon presentation of vouchers.
Section 4.12
Powers.
All the corporate powers, except such as are otherwise provided for in these By-Laws and in the laws of the State of New Jersey, shall be vested in the Board. The Board may, by general resolution, delegate to committees of their own number or to officers of the Corporation such powers as the Board may see fit.
Section 4.13
Execution of Documents.
All checks, notes, drafts, and other commercial paper of the Corporation shall be signed by the President of the Corporation or by such other person or persons as the Board or the President of the Corporation may, from time to time, designate. All deeds, mortgages and other instruments shall be executed by the President of the Corporation or by any Vice-President, the Secretary, or such other person or persons as the Board may, from time to time, designate.
Article V
Member's Meetings.
Section 5.1
Annual Meeting of Members.
The annual meeting of Members of the Corporation shall be held at such time as fixed by the Board. Notice of the time and place of the annual meeting shall be mailed to each Member at least ten days previous thereto.
Section 5.2
Special Meeting of Members.
The President may call special meetings of Members at any time on his or her own initiative or by the President or Secretary upon request of five Members to such officer made in writing. Notice of the meeting shall be mailed to each Member at least ten days previous to the meeting, and at such special meeting there shall only be considered such business as is specified in the notice of meeting.
Section 5.3
Quorum for Meeting.
At all meetings of the Corporation, either regular or special, the attendance of fifty Members in good standing shall constitute a quorum.
Section 5.4
Lack of Quorum.
If a quorum is not present, the presiding officer may adjourn the meeting to a day and hour fixed by him or her.
Section 5.5
Order of Business.
At all meetings of the Corporation, the order of business shall be as follows:
A. Reading of minutes of immediate prior meeting for information and approval.
B. Reports of officers.
C. Reports of Committees.
D. Election of Board members.
E. Unfinished business.
F. New business.
Section 6.1
Amendments.
These By-Laws may be amended, repealed, or altered in whole or in part by a majority vote at any regular or special meeting of the Board of the Corporation. Any amendment to the By-Laws effecting a change in the number of Board members shall conform to the provisions of the law of the State of New Jersey.
Section 6.2
Fiscal Year.
The fiscal year of the Corporation shall be the calendar year or such other period as may be fixed by the Board.
Section 6.3
Use of Corporation's Name.
The name of the Corporation will not be used to sponsor, endorse or announce any public or private event without approval. The Board will appoint a subcommittee, comprised of the Officers of the Corporation, to determine whether the Corporation's name should be used to sponsor, endorse or announce any public or private event. The members of the subcommittee will draft guidelines to guide such decisions. To become effective, those guidelines must be approved by a majority of the members of the Board. Until such time as guidelines are approved by the Board, the Corporation's name may not be used to sponsor, endorse or announce any public or private event or affair without majority approval of the Board. If the members of the subcommittee are undecided (by tic vote) whether the Corporation's name should be used in a particular context, the use of the Corporation's name for that event cannot be approved without majority approval of the Board.
Section 6.4
Agents and Representatives.
The Board may appoint agents and representatives of the Corporation with such powers to perform acts or duties on behalf of the Corporation as the Board may see fit, so far as may be consistent with these By-Laws and to the extent authorized by law.
Section 6.5
Prohibition Against Sharing in Earnings.
No Trustee, officer, employee, committee member, or person connected with the Corporation, or any other private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation, provided that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to, or for, the Corporation in effecting any of its purposes as shall be fixed by the Board; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Corporation. Upon the dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation, after all debts have been satisfied, then remaining in the hands of the Board shall be distributed in such amounts as the Board may determine or as may be determined by a court of competent jurisdiction upon application of the Board of Trustees exclusively to charitable, religious or educational organizations which would then qualify under the provisions of Section 501(c)(3) of the Code.
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