Bylaws of MAIN STREET BURLINGTON NJ
A NJ NONPROFIT CORPORATION
Revised September 17, 2020
NAME OF ORGANIZATION
The name of this Corporation shall be Main Street Burlington NJ, A NJ Nonprofit Corporation, hereafter referred to as MSB. The principal office of the MSB shall be located at such location or locations in the City of Burlington, New Jersey, as the Board of Directors may hereafter designate.
MSB is organized to operate exclusively for charitable and educational purposes within the meaning of Sections 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provision of any future United States Internal Revenue law) and more specifically:
(a) to promote the historic preservation, protection and use of Burlington’s traditional downtown area, including that area’s commercial, civic and religious enterprises and residences.
(b) to take remedial actions to eliminate the physical, economic and social deterioration of Burlington’s traditional downtown area and thereby promote Burlington‘s historic preservation and contribute to its community betterment.
(c) to disseminate information of and promote interest in the preservation, history, culture, architecture and public use of Burlington’s traditional downtown area.
(d) to hold meetings, seminars and other activities for the instruction of members and the public in those activities such as building rehabilitation and design, economic restructuring and planning management that foster the preservation of Burlington’s traditional downtown area, and enhance the understanding and appreciation of its history, culture and architecture.
(e) to aid, work with and participate in the activities of other organizations, individuals and public and private entities within and outside Burlington engaged in similar purposes to solicit, receive and administer funds for educational purposes and to that end, the Board of Directors may accept on behalf of the Program any contribution, gift, bequest or device for the general purposes or for any special purpose of the Program.
(f) the services of the DMC will include the beautification of public areas, providing assistance to property and business owners, marketing promotion and public relations for the district and recruiting new business and retaining existing businesses.
In addition, in furtherance but not in limitation thereof:
MSB shall not carry on propaganda or otherwise attempt to influence legislation except as an insubstantial part of its activities. MSB shall not engage in any transaction or permit any act or omission which shall operate to deprive it of its tax-exempt status under Section 501(c)(3) of the Code. MSB shall not, in any manner or to any extent, participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of any candidate for public office, nor shall it engage in any “prohibited transaction” as defined in Section 503(b) of the Internal Revenue Code of 1986. In the event of dissolution or liquidation of MSB, any assets of Main Street Burlington NJ, Inc. as described in Code Section 501 (c)(3), or as the Board of Directors shall determine, such assets are to be used for purposes consistent with those described in the immediately preceding subparagraphs lettered (a) through (f).
No part of the net earnings of MSB shall inure to the benefit of any member of the MSB or other private individual except that MSB shall be authorized and empowered to pay reasonable compensation for services rendered herein. None of the property of MSB shall be distributed directly or indirectly to any member of MSB except in fulfillment of its charitable and educational purposes enumerated herein.
Notwithstanding any other provision of these articles, this organization shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under Section 501 (c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future tax codes.
The program area shall be that geographic area as defined as the Board of Directors may designate.
MEMBERSHIP & PARTICIPATION
Section 1: Membership
MSB shall be a non-membership organization.
Section 2: Participation
Participation shall be open to all residents, businesses, and property owners in the City of Burlington, all donors to Main Street Burlington, and any others who may have special qualifications or a special interest in the goals and objectives of Main Street Burlington.
Board of Directors
Responsibilities: The board is responsible for overall policy and direction of MSB, and will delegate responsibility of day-to-day operations to the staff and or committees. The Board shall have the full power, by majority vote of members present (except where otherwise indicated), to adopt rules and regulations governing the action of the Board of Directors. Membership of the Board of Directors will consist of 9 voting members.
- One (1) member from of the City Council, selected via resolution by City Council
- One (1) member representing City Administration as appointed by the current Mayor
- Three (3) members who are owners of real estate within the district or officials of a corporation owning real estate within the district
- Two (2) members who operate a business within the district or officials of corporation operating a business within the district
- Two (2) members who are residents of the City.
Meetings and notice: The board shall hold a regular meeting once per month at an agreed upon time and place or electronically established by resolution. An official board meeting requires that each board member has notice at least one week in advance.
Special meetings: Special meetings of the board shall be called upon the request of the President, or one-third of the board. The Secretary shall send out notice of special meetings to each board member at least 48 hours in advance.
Quorum: A majority of Board Members must be in attendance at a duly called Membership or Board meeting for business transactions to take place and motions to pass. Proxies are not permitted
Officers and Duties: There shall be four officers of the board, consisting of a President, Vice-president, Secretary and Treasurer. Their duties are as follows:
The President shall convene regularly scheduled board meetings, shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: Vice–president, then Secretary, then Treasurer.
Duties of President: The President will preside at all meetings of the Board of Directors and at the annual meeting ending his or her term of office. The President will be entitled to the same vote as any other Director. The president shall sign all checks and documents pertaining to MSB for which the President’s signature is necessary or desirable.
The Vice-President shall chair committees on special subjects as designated by the board.
Duties of Vice President: The Vice President will preside over meetings when the President cannot attend. In the absence of the President, or his or her inability to act, the Vice President will possess all the President’s powers and discharge all Presidential duties, and may also sign any checks or documents necessary for MSB.
The Secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained.
Duties of Secretary: The Secretary will record and maintain a full and correct record of the proceedings of MSB. The Secretary may also sign any documents necessary for MSB and will perform such other duties as the Board may from time to time direct. The Secretary will be presented any and all donations to the board at the next regular meeting for the purpose of properly recording those receipts. Those receipts are then turned over to the treasurer for deposit into a bank account maintained by MSB.
The Treasurer shall make a report at each board meeting. The treasurer shall chair the finance committee if such a committee is formed by the board to assist in the preparation of the budget, help develop fundraising plans, and make financial information available to board members.
Duties of Treasurer: The Treasurer will maintain in good order all financial records of the Association. The Treasurer may sign checks for MSB. At the annual meeting, and at regular Board of Directors meetings, the treasurer will provide a report and summary statement on the financial affairs of MSB.
Temporary Officers: In cases of absence or disability of an officer of MSB, the remaining Board Members may vote to delegate the powers and duties of such officer to any other member of the Board.
A sitting board member may resign from their officer position at any time by giving notice in writing or email to the Secretary at a regular meeting, at least 30 days before the effective date of resignation.
Resignation & Termination of Board Members
Vacancies: Any vacancy occurring on the Board of Directors prior to the expiration of a term shall be filled by such person as shall be elected by the remaining board members. The newly elected board member for that vacancy shall hold office for the remainder of the unexpired term.
Resignation from the board must be in writing or by email and received by the Secretary at least 30 days before the effective date of resignation.
Termination: A board member shall be terminated from the board due to excess absences. Excessive absence shall be considered:
6 absences of regular board meetings within a calendar year
3 consecutive regular board meetings, whichever occurs first.
Termination will be effective at the conclusion of the meeting where the final absence occurs. A nomination for the board seat in question may be made at the next regular meeting. If terminating a board member serving as an officer, election of a replacement officer from the board may be made at the next regular meeting. The terminated board member will be notified by mail. Said board member may not be excluded from future election to the board.
Discretionary Termination: A board member may otherwise be removed at the discretion of the board by a three-fourths vote of the remaining directors for good cause.
Appeal from Termination: A board member that is being terminated may appeal to the Board upon showing any extraordinary circumstances that justifies relief form termination. Such appeal shall approved with majority vote
Terms: Duly elected Board members will serve a term of 3 years and can serve no more than two (2) consecutive terms. A person’s term begins on January 1st after the date of election and ends 3 years from the date of election. Board elections will take place at the regular December meeting, and the term year begins on the date of installation on the following New Year’s Day.
Exception: Council and Mayor appointments to Board seats are one (1) year terms.
MSB shall have at least four (4) standing committees, which shall be entitled Promotion, Design, Economic and Organization. The committees shall consist of not less than three (3) members and shall have as chairperson a liaison serving as a member of the Board.
The Board of Directors, by resolution adopted by a majority of Directors in office, may designate or appoint one or more committees, in addition to the above-named standing committees, including, without limitation, an Executive Committee, composed of the four officers, and which shall, to the extent provided in said resolution, have and exercise the authority of the Board of Directors in the management of the Program. Other committees not having and exercising the authority of the Board of Directors in the management of the Program may be designated and appointed by a resolution adopted appointment of any such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon them by law by a majority of the Directors appointed at a meeting at which a quorum is present.
The MSB Executive Director shall be responsible for coordinating the implementation of MSB’s policies and projects and such other duties as the Board of Directors may require. The Program Executive Director shall receive for his or her services such compensation as may be determined by the Board of Directors.
The Executive Director shall have general supervision over the administration of the business and affairs of MSB, subject to the direction of the Board. They will be primarily responsible for all daily operations of MSB and for the communication and execution of all decisions reached by the Board of Directors.
No Board member can concurrently serve as the Executive Director. The performance of the Director shall be subject to annual review and evaluation by the Board. The Director may be removed by a majority vote of the board if the board finds such removal to be necessary for the success of MSB.
Except as the Board of Directors may generally, or in particular cases authorize the execution thereof in some other matter, all checks, drafts, and other instruments for the payment of money and all instruments of transfer of securities shall be signed by a minimum of two (2) authorized signers among whom are President, Vice President and Treasurer of the Board.
The fiscal year of MSB shall begin January 1st, ending December 31st
All funds of the Corporation shall be deposited from time to time to the credit of MSB in such banks, trust companies, or other depositories as the Board of Directors may select.
The Board of Directors may accept on behalf of MSB any contributions, gift bequest, or devise for the general purposes or for any special purposes of the Corporation. All monies accepted must be presented at the next regular meeting to the Secretary to be recorded into the minutes and who shall deposit with the Treasurer.
Within 30 days of the first meeting of the Board of Directors each year, the Board shall approve a Program budget for the fiscal year, and may be revised periodically as deemed necessary by the Board.
In fiscal years when MSB is receiving funds provided through or from the City of Burlington, the approved budget may be reviewed by the City Council.
An internal audit of the financial records of MSB shall be conducted every 3 years or when a new Treasurer is appointed, whichever comes first. The audit will be conducted by a committee appointed by the board.
An annual budget may be submitted to the City Council by March of each year in fiscal years when MSB is receiving funds provided through or from the City of Burlington.
The budget reporting shall consist of:
- A balance sheet showing in reasonable detail the financial condition of MSB at the close of the prior fiscal year
- The Board approved budget for the current fiscal year
- A statement of the source and application of funds showing the results of the operation of MSB during the prior fiscal year.
The corporation to the fullest extent permissible shall indemnify the directors and officers of MSB under the laws of this state.
The Board of Directors shall have the power to alter, amend or repeal the Bylaws or adopt new Bylaws by a two-thirds vote of the entire Board of Directors at any duly called meeting of the Board, provided that no such action shall be taken if it would in any way adversely affect MSB’s qualifications under the Internal Revenue Code of 1954 or corresponding provisions of any subsequent Federal tax law or in conflict with the laws of the State of New Jersey and Federal Law.