NJ Delaware Bayshore Council
ARTICLE I. NAME
The name of the corporation is “NJ Delaware Bayshore Council, Inc.” (“Bayshore Council”).
ARTICLE II. PURPOSES
The Bayshore Council (a) is a New Jersey nonprofit, public benefit corporation with Members and perpetual duration and succession and (b) is organized and operated exclusively for the purpose of advocating for the health and sustainability of NJ’s Bayshore communities, from the Cape May Canal to the Delaware Memorial Bridge, amplifying the voice of Bayshore issues and community needs and facilitating a healthy balance of conservation and economic vitality.
More specifically, the purposes of the Council are:
1. To conduct education, communication, organizing, and advocacy to restore, improve, preserve and sustain the environment , natural and engineered beaches, waterways, wildlife habitat, ecosystems, and public lands which surround the communities of the Delaware Bay and it’s watershed:
2. To ensure that Bayshore Communities have a vibrant sustainable economy, adequate and resilient infrastructure, telecommunications, services, community resources and funding and that they are treated equitably by county, state and federal agencies,
3. To provide technical information, support, coordination and to undertake such programs, activities and projects as are consistent with Bayshore Council purposes and values and deemed appropriate by consensus of the member communities within the Council.
4. The Bayshore Council will seek common ground in Bayshore communities and facilitate partnership activities that will result in healthier communities, more resilient infrastructure and a stronger tourism and natural resource based or natural resource compatible economy for all Bayshore communities.
5. The Council will not limit its activities to efforts that benefit every Bayshore Community, so long as one or more Bayshore municipalities benefits.
6. Where possible, the council will lessen the burdens of Bayshore local governments and increase their voice in Trenton and Washington, DC and heighten appreciation and stewardship for the region nationwide.
7. The Bayshore Council commits to working collaboratively with our elected representatives, state and federal governments, Cape May, Cumberland and Salem counties, and all their constituent agencies, in the public interest on these matters for the greater good of all our communities, the environment, Bayshore residents and the Delaware Bay and it’s watershed.
8. Any other activities deemed necessary by the members to further the purpose of the Council.
ARTICLE III. OFFICES
Principal and Business Office. The Bayshore Council may have such principal and other business offices within the State of New Jersey as the business of the Bayshore Council may require from time to time.
Registered Office. The registered office of the Bayshore Council required by the New Jersey Nonprofit Corporation Act to be maintained in the State of New Jersey shall be in care of Bayshore Center at Bivalve, 2800 High Street, Port Norris, NJ 08349. The address of the registered office may be changed from time to time by the Council or the Executive Committee.
ARTICLE IV. VOTING MEMBERS (TRUSTEES)
3.01 Bayshore Council has one class of membership. Eligible Voting Members or Trustees are appointees from Bayshore Municipalities, Counties, the State and Federal governments and several designated agencies. The eligible entities are Lower Township, Middle Township, Dennis Township, Maurice River Township, Commercial Township, Downe Township, Lawrence Township, Fairfield Township, Greenwich Township, Stow Creek Township, Lower Alloway’s Creek, Elsinboro, Pennsville; Cape May County, Cumberland County and Salem County, NJ Legislative Districts 1 and 3 (or all Bayshore districts should they ever be redrawn), Congressional District 2, the State of NJ, the Delaware Bay Shellfish Council and the South Jersey Bayshore Coalition. Additional members shall be the Commissioners of NJDEP, NJDOT, NJDA, and NJDCA or their alternates.
The initiating officers/incorporators will serve as voting members for a one year term.
At any given time, the Council Board must always have an odd number of voting member seated.
Each participating municipality/entity is eligible to designate one Council Voting Member, each Voting Member may have an officially designated Alternate but only one vote between them. Each Bayshore Senator, Assemblyman, Congressman and US Senator may designate a Council member as may the Governor of NJ. Each appointed member should have a significant professional or personal stake in Bayshore issues.
Each designated Council member and alternate should present the Chair with a resolution from the designating municipality, organization or governmental entity as to their appointment to the Council. Each designee shall serve until such time as a new designee is appointed.
Vacancies caused by resignation or death will be filled at the earliest convenience of the designating official.
A Member of the Council may not transfer his/her membership in the Bayshore Council.
Members/Trustees will not receive compensation for their service as a Trustee of the Bayshore Council.
ARTICLE V MEETINGS OF THE BAYSHORE COUNCIL
Regular Meetings: Regular meetings will be held no less than quarterly, no more than monthly, at rotating locations within the Bayshore region; the meetings should move from county to county throughout the year. An annual schedule with locations and times should be adopted and distributed for each year.
Annual Meetings. One of the Regular meetings of the Bayshore Council shall be designated as an annual meeting.
Special Meetings. Special meetings of the Council may be called by or at the request of the Chair or Secretary or any two eligible entity representatives. The Chair or Secretary calling any special meeting of the Council may fix any place within the Bayshore region of New Jersey as the place for holding any special meeting of the Council called by them. If no other place is fixed, the place of the meeting shall be at the principal office of the Bayshore Council.
Notice. Notice of special meetings of the Council shall be given by written notice delivered personally or mailed, or given by E-mail, fax, private courier or other means, to each Council Member at his/her home or business address, not less than 72 hours prior to the time of the special meeting.
Telephonic Meetings; Electronic Voting. Meetings shall be held in person, or, if circumstances require, as determined in the sole discretion of the Executive Committee, by
any other means as may be technologically available, including email and email voting, and tele- and video-conferencing providing that all members receive notice at least 72 hours in advance and a simple majority approves.
Quorum. Except as otherwise provided by law or by the Articles of Incorporation or
elsewhere in these Bylaws, one third of the total number of Council Members shall constitute a quorum for the transaction of business at any meeting of the Council; a majority of the Council present, though less than a quorum, may adjourn the meeting from time to time without further notice.
Manner of Acting. The act of the majority of the Council present at a meeting at which a quorum is present shall be the act of the Council, unless the act of a greater number is required by law, the Articles of Incorporation or these Bylaws.
Conduct of Meetings. The Chair, and in his/her absence, the Vice Chair, and
in their absence any Officer or Council Member chosen by the Council members present shall call the meeting of the Council to order and shall act as Chair of the meeting. The Secretary of the Bayshore Council shall act as secretary of all meetings of the Council, but in the absence of the Secretary, the presiding officer may appoint any Assistant Secretary or any Council Member or other person present to act as secretary of the meeting.
ARTICLE VI. EXECUTIVE COMMITTEE
The administrative business of the Bayshore Council is managed by an Executive Committee made up of the officers, standing committee chairs and an at large member.
Resignation, Removal. A Member may resign at any time by filing his/her written
resignation with the Secretary of this Bayshore Council and with the appointing entity. A Member may be removed from the appointment only by then elected body of his appointing entity. A Member who fails to attend 75% of regular and special meetings during a one-year period may be recommended by the Council for removal by the elected body of their appointing entity. The Council may also make recommendation to the appointing entity for
the removal of a Council member whenever, in the Council’s judgment, the Member’s actions are in conflict with the purpose or best interests of the Bayshore Council.
Vacancies; Vacancies on the Bayshore Council other than a vacancy because of the completion of a Member’s term, shall be filled by the elected body of the appointing entity.
Committees. The Bayshore Council may by resolution adopted by a majority, create committees for such purposes and with such authority as the resolution may provide, and appoint such members of the Bayshore Council to serve on said committee as the resolution may designate.
There shall be the following standing committees: Executive, Governance, Policy/Legislative, Communications and Coastal resiliency /Sustainability. Committees may consist of Members and advisors to Council, with a council member as the Chair. Advisors may vote on committee actions and committees shall be open to the public. All committees are under supervision of the Bayshore Council, and Committee actions may be overruled by the Council.
The persons to serve on the committees shall be nominated by the Chair and approved by the Council. The standing committees shall be appointed at the annual meeting. All committee appointments shall be for one year. If a vacancy occurs on a standing committee the Council shall elect a new member. Minutes shall be kept for all committee meetings and shall be placed on file in the business offices of the Bayshore Council within one week of such meetings.
(A) Executive: The Executive Committee shall consist of the Chair, Vice Chair, Secretary, Treasurer, Standing Committee Chairs and an At Large member. The Executive Committee may exercise delegated powers and perform the duties of the Council between meetings, but shall not amend the Bylaws, or make rules or regulations governing nominations for appointments.
(D) Communications: The Communications Committee will act as liaison to other groups and create any written publications as deemed necessary by the Council.
(E) Community Resiliency/Sustainability
(F) Ad hoc Committees may be appointed and terminated at any time, by the Chair, according to needs of the Bayshore Council.
Advisors to the Council. The Board of Trustees, by majority vote, may invite organizations or individuals, including, but not limited to Boards of Agriculture, OEM, utilities, Chambers, Academic Institutions including Rutgers and Stockton, financial institutions and others with a demonstrated interest in the economy and or ecology, to participate for a term of one year as Advisors to Bayshore Council. However, their participation at the council meetings shall be without voting privileges. Advisors may be invited to serve again at the expiration of the one year term.
ARTICLE VII. OFFICERS
Number. The principal officers of the Bayshore Council shall be a Chair, Vice-Chair, Secretary and a Treasurer, each of whom shall be elected by the Council from its membership – each of the three counties must be represented in the officers. The Council may create and elect or appoint other officers and assistant officers as may be deemed necessary by the Council. Officers will not receive compensation for their service as an officer of the Bayshore Council.
Election and Term of Office. The officers of the Bayshore Council shall be elected by the Voting Members of the Council at their annual meeting. Each officer shall hold office until his successor shall have been duly elected or until his prior death, resignation or removal. Officers have a term limit of three consecutive years before they must step down from their position for at least one year.
Separation of Board Officer. An officer may be removed by the Council whenever, in its judgment, the officer’s actions are in conflict with the purpose or best interests of the Bayshore Council.
Vacancies. A vacancy in any principal office because of death, resignation,
removal or otherwise, shall be filled by at the next meeting of the Council
Chair. The Chair shall be the principal executive officer of the Bayshore Council and, subject to the control of the Council, shall in general supervise and control all of the business and affairs of the Bayshore Council. S/he shall, when present, preside at all meetings of the Council and Executive Committee. S/he shall have authority to sign, execute and acknowledge, on behalf of the Bayshore Council, all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the Bayshore Council's regular business, or which shall be authorized by resolution of the Board of Trustees; and, except as otherwise provided by law or the Board of Trustees, s/he may authorize the Vice-President or other officer or agent of the Bayshore Council to sign, execute and acknowledge such documents or instruments in his/her place and stead. In general s/he shall perform all duties incident to the office of Chair and such other duties as may be prescribed by the Board of Trustees from time to time.
Vice-Chair. In the absence of the Chair or in the event of his/her death, inability or refusal to act, or in the event for any reason it shall be impracticable for the Chair to act personally, the Vice-Chair shall perform the duties of the Chair and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chair. The Vice-Chair shall perform such other duties and have such authority as from time to time may be delegated or assigned to him/her by the Chair or by the Council. The execution of any instrument of the Bayshore Council by the Vice-Chair shall be conclusive evidence, as to third parties, of his/her authority to act in the stead of the Chair.
Secretary. The Secretary shall: (a) keep the minutes of the meeting of the Council in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the Bayshore Council records and of the seal of the Bayshore Council, if any, and see that the seal of the Bayshore Council is affixed to all documents the execution of which on behalf of the Bayshore Council under its seal is duly authorized; (d) in general perform all duties incident to the office of Secretary and have such other duties and exercise such authority as from time to time may be delegated or assigned to him/her by the President or by the Board of Trustees. The Secretary may delegate the recording of the minutes, but the Secretary is responsible for content.
Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Bayshore Council; (b) receive and give receipts for moneys due and payable to the Bayshore Council from any source whatsoever, and deposit all such moneys in the name of the Bayshore Council in such banks, trust companies or other depositories as shall be selected by the Board of Trustees; and (c) in general perform all of the duties incident to the Office of Treasurer and have such other duties and exercise such other authority as from time to time may be delegated or assigned to them by the President or by the Board of Trustees. The Board of Trustees may require the Treasurer to give abond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Trustees may determine. The Treasurer may delegate certain tasks relating to the finances of the Bayshore Council, but the Treasurer is responsible for financial books.
Other Officers. All other officers have the duties and responsibilities as from time to time are assigned to them by the Chair or by the Council.
Indemnification. The Bayshore Council may indemnify any Member or officer to the fullest extent permitted by the New Jersey Nonprofit Corporation Act. The Bayshore Council may purchase and maintain insurance to cover some or all of the obligations placed on the Bayshore Council by this section, and if such insurance is in force, the individual and the Bayshore Council shall first look to the insurance carrier under their coverage. The right of indemnification herein provided shall extend to the estate, personal representative, administrator guardian and conservator of any deceased or former Trustee/Member or officer or person who himself would have been entitled to indemnification. Such rights of indemnification and reimbursement shall not be deemed exclusive of any other rights to which such Trustee/Member or officer may be entitled.
ARTICLE VIII. TAX EXEMPT STATUS
Prohibitions. No part of any net earnings of the Bayshore Council may accrue to the benefit of or be distributed to its Members, Trustees, or other persons, except that the Bayshore Council is authorized and empowered to pay reasonable compensation for services rendered to its employees, if any, consultants and contractors and to make payments for services and supplies in furtherance of its purposes. The Bayshore Council may not engage in activities concerned with propaganda or other partisan attempts to influence legislation, and may not participate or intervene in political campaigns or activities on behalf of any candidates for public office. Notwithstanding any other provisions of the Bylaws, the Bayshore Council may not carry on any other activities not permitted to be carried on by an organization: (a) exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code; or (b) exempt from taxation under state law.
Dissolution. The Bayshore Council may be dissolved and its business and affairs terminated upon a vote of two-thirds majority of its Members at a meeting of which published notice or written notice mailed to each Member shall be given. Such notice shall state the purpose of the proposed meeting.
In the event of the dissolution of the Bayshore Council, after paying or making provisions for the payment of all liabilities, must dispose of all assets of the Bayshore Council exclusively for the purpose of the Bayshore Council, as set forth in Article III, in such a manner as the Council deems appropriate. This disposition may include disposition to any other organization(s) organized and operated exclusively for charitable purposes, which at the time be qualified as an exempt organization or organizations under Section 501(c)(3), and 170(c)(2) of the Internal Revenue Code or any similar provision of New Jersey and any corresponding future United States Internal Revenue Law or NJ law. Any assets not so disposed must be disposed by the Court of Common Pleas of the County in which the principal office of the Bayshore Council is located, exclusively for the Purposes stated in Article IV.
ARTICLE IX. CONFLICT OF INTEREST POLICY
The purpose of the conflict of interest policy is to protect the Bayshore Council’s tax-exempt interest when the Bayshore Council is contemplating entering into a transaction or arrangement that might benefit the private interest of a Trustee, officer or voting member or might result in a possible “excess benefit transaction.” This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Definitions. For purposes of this Article, the following terms have the meanings ascribed
(A) “Board” means the Board of Trustees and includes committees with Board of Trustees-delegated powers.
(B) “Compensation” means direct and indirect remuneration as well as gifts or favors
that are not insubstantial.
(C) “Financial interest” means, a situation in which a person has, directly or indirectly,
through business, investment or family:
i. an ownership or investment interest in any entity with which the Bayshore Council has a transaction or arrangement; 2489098v3
ii. a Compensation (defined below) arrangement with the Bayshore Council or with any entity or individual with which the Bayshore Council has a transaction or arrangement;
iii. a potential ownership or investment interest in, or Compensation arrangement with, any entity or individual with which the Bayshore Council is negotiating a transaction or arrangement.
(D) “Interested Person” mean any Trustee or Officer who has a direct or indirect
Financial Interest (defined below).
9.03 Procedures. The existence of a Financial Interest is not necessarily a conflict of
interest. Under Section 3, subpart (B), a person who has a Financial Interest may have a conflict of interest only if the Board decides that a conflict of interest exists.
(A) Duty to Disclose. In connection with any actual or possible conflict of interest, an
Interested Person must disclose the existence of the Financial Interest and be given the
opportunity to disclose all material facts to the Trustees considering the proposed transaction or arrangement.
(B) Determining Whether a Conflict of Interest Exists. After disclosure of the financial
interest and all material facts, and after any discussion with the Interested Person, the
Interested Person must leave the Board meeting while the determination of a conflict of
interest is discussed and voted on. The remaining Trustees shall decide if a conflict of interest exists.
(C) Procedures for Addressing the Conflict of Interest.
i. An Interested Person may make a presentation at the Council or Board meeting, but after the presentation, the Interested Person must leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
ii. The Chairperson shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
iii. After exercising due diligence, the Council or Board shall determine whether the Bayshore Council can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
iv. If a more advantageous transaction or arrangement is not reasonably possible
under circumstances not producing a conflict of interest, the Board shall determine by a majority vote of the disinterested Voting Members or Trustees whether the transaction or arrangement is in the Bayshore Council’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
(D) Violations of the Conflict of Interest Policy.
i. If the Council or Board has reasonable cause to believe a Trustee or Voting Member has failed to disclose actual or possible conflicts of interest, it shall inform the Trustee/Member of the basis for that belief and afford the Trustee/Member an opportunity to explain the alleged failure to disclose.
ii. If, after hearing the Trustee/Member’s response and after making further investigation as warranted by the circumstances, the Board/Council determines the Trustee/Member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Records of Proceedings. The minutes of the Board/Council shall contain:
(A) The names of the persons who disclosed or otherwise were found to have a Financial Interest in connection with an actual or possible conflict of interest, the nature of the Financial Interest, any action taken to determine whether a conflict of interest was present, and the Council/Board’s decision as to whether a conflict of interest in fact existed.
(B) The names of persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
(a) A Trustee/Voting Member who receives Compensation, directly or indirectly, from the Bayshore Council for services is precluded from voting on matters pertaining to that Trustee/Member’s Compensation.
(B) A Trustee/Voting Member, whose jurisdiction includes Compensation matters and who receives Compensation, directly or indirectly, from the Bayshore Council, either individually or collectively, is prohibited from providing information to the Board/Council regarding compensation and is precluded from voting on matters pertaining to that Trustee/Member’s Compensation.
Annual Statements. Each Voting Member, Trustee and Officer shall annually sign a statement which affirms that that person:
(A) Has received a copy of the conflicts of interest policy;
(B) Has read and understands the policy;
(C) Has agreed to comply with the policy; andB 2489098v3
(D) Understands the Bayshore Council is charitable and to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
ARTICLE X. AMENDMENTS
All or any portion of these Bylaws may be amended or repealed by a resolution passed by the affirmative vote of at least two-thirds of all of the Voting Members of the Council when distributed at least two weeks in advance to all members and, provided that no amendment to the Bylaws may be made that are in conflict with the Articles of Incorporation. PPAB 2489098v3