AMENDED AND RESTATED 

Bylaws of MAIN STREET BURLINGTON 

AN NJ NONPROFIT CORPORATION

Revised March 4, 2025

ARTICLE I

Section 1. Name of Organization. The name of this Corporation is Main Street Burlington NJ, a New Jersey 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. 

Section 2. Purpose. MSB shall be a nonprofit corporation organized under the laws of the State of New Jersey and its purposes are exclusively charitable and educational as set forth in the Certificate of Incorporation, and within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986.

MSB purpose also includes:

  1. 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.

 

  1. 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.

 

  1. to disseminate information of and promote interest in the preservation, history, culture, architecture and public use of Burlington’s traditional downtown area.

 

  1. 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.

 

  1. 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.

 

  1. the services of MSB 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 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.

 

ARTICLE II

Section 1. Service Area. The service area shall be that geographic area as defined as the Board of Directors may designate.

 

ARTICLE III

Section 1. Membership and Participation. MSB is open to all current residents, business owners, institutions, property owners in the City of Burlington, all donors to MSB, and any other who may have special qualifications or a special interest in the goals and objectives of MSB (hereinafter “Members”). 

 

ARTICLE IV

Section 1. Board of Directors. The MSB Board of Directors (“Directors”) shall consist of not less than 5 nor more than 11 Directors.

Section 2. Powers. The Directors shall have all powers and authority necessary for the management of the business, property and affairs of MSB, to do such lawful acts and things as it deems proper and appropriate to promote the objectives and purposes of MSB. The Directors may delegate, as necessary from time to time, responsibility for such affairs, business and property to its Officers or Directors. The Directors shall have the full power, by majority vote of Directors present (except where otherwise indicated), to adopt rules and regulations governing the action of the Board.  

Section 3. Composition of the Board of Directors. To properly effectuate the goals and objectives of MSB, the Directors shall consist of the following positions and terms:

  • One (1) Director of the City of Burlington Common Council (hereinafter “City Council”), selected via resolution by City Council annually.
  • One (1) Director representing the Mayor of the City of Burlington as appointed by the current Mayor annually.
  • Three (3) Directors who are owners of commercial real estate within the district or officials of a corporation owning real estate within the district, and whose two year terms shall expire on even years.
  • Two (2) Directors who operate a business within the district or officials of a corporation operating a business within the district and whose two year terms shall expire on odd years.
  • Two (2) Directors who are residents of the City of Burlington, and whose two year terms shall expire on even years.
  • Two (2) Directors that are members of ancillary non-governmental organizations operating within the City of Burlington or private individuals  whose purpose and objectives are consistent with that of MSB, and whose term shall expire annually.

The Secretary will notice eligible Directors of their expiring term with no less than 120 days notice of the regular December meeting. Directors who stand for re-election and no longer desire to serve on the MSB Board of Directors must give 90 days notice to the Board of Directors of their intent not to seek re-election.  

Section 4. Annual Meetings and Regular Meetings. An annual meeting for the election of Directors and Officers shall be held in January of each year upon not less than seven days written notice of the time, place, and purpose of the meeting. A regular meeting shall be held.  Thereafter, the Directors will hold the annual election of Officers for that year. The Directors may provide for additional regular meetings which may be held with no less than seven written notice of the time, place, and purpose of the meeting. The Directors shall conduct an annual Officer review each year at the regular November Directors meeting. 

Section 5. Special Meetings. Special meetings of the Directors for any purpose or purposes may be called at any time by the President or by any three Directors. Such meetings of the Directors shall be held upon not less than two days notice given personally or by telephone or electronic mail, or upon not less than four days notice given by depositing notice in the United States mails, postage prepaid. The Secretary shall be responsible for sending out notice of special meetings to each Board member.

Section 6. Quorum. A majority of the Directors shall constitute a quorum for the transaction of business. In addition to those Directors who are actually present at the meeting, the Directors shall be deemed as present at such meeting if a telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time is used. The act of a majority of the Directors present and voting at a meeting at which a quorum is present shall be the act of MSB.  Proxies of Directors are not permitted. 

ARTICLE V

Section 1. Officers Titles/Qualifications. The Officers of the Board shall include a President, Vice President, Secretary, and Treasurer and such other officers whose positions shall be created from time to time by the Board to perform such duties as may be prescribed.

Section 2. Election. The Officers shall be elected by the Directors at the annual meeting of the Board of Directors and shall serve for a term of one year and until their successors are elected and qualified.

Section 3. Consecutive Terms. The Officers are limited to two consecutive terms of office. Officers may go off for one term before being nominated or elected to serve another term of the same office. 

Section 4. Duties. The duties and authority of the Officers shall be determined from time to time by the Directors. Subject to any such determination, the Officers shall have the following duties and authority:

  1. The President shall be chief executive officer of the corporation, shall have general charge and supervision over the responsibility for the affairs of MSB, and shall preside at all meetings of MSB. Unless otherwise directed by the Directors, all other Officers shall be subject to the authority and the supervision of the President. The President may enter into and execute in the same of MSB contracts or other instruments not in the regular course of business which are authorized, either generally or specifically, by the Directors. The President shall have the general powers and duties of management usually vested in the office of the president of a corporation. The President may delegate from time to time any such duties and authority. 
  1. The Vice President shall have such duties and possess such authority as may be delegated to the Vice President by the President. 
  1. The Treasurer shall have the custody of the funds and securities of MSB and shall keep or cause to be kept regular books of accounts for MSB. The Treasurer shall chair the finance committee if such a committee is formed by the Directors to assist in the preparation of the budget, help develop fundraising plans and make financial information available to the Directors. The Treasurer will provide a report and summary statement on the financial affairs of MSB at regular Board of Directors meetings, and at the annual meeting ending his or her term of office. 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 Directors. 

 

  1. The Secretary shall cause notices of all meetings, including executive sessions, to be served as prescribed in these by-laws and shall keep or cause to be kept the minutes of all meetings of the Directors. The Secretary of the preceding year shall preside over the first annual meeting for the election of Officers. The Secretary shall perform such other duties and possess such powers as are incident to the office or as shall be assigned by the President or the Directors.

Section 5. Temporary Officers. In cases of absence or disability of an officer of MSB, the remaining Directors may vote to delegate the powers and duties of such officer to any other member of the Board of Directors. The Directors must review this temporary assignment every regular Board meeting to determine if a removal and a new election is necessary.

Section 6. Vacancies. Vacancies in the Offices shall be filled by election by the Directors. Nominations shall come directly from the Directors. Officers thus appointed shall serve for the remainder of the vacated term. Vacancies of a Director shall be filled by election of the Board of Directors based on the recommendation of the Nominating Committee. The newly elected officer and Director for that vacancy shall hold office for the remainder of the unexpired term.

Section 7. Resignation and Removal. An Officer or Director may resign by submitting his or her resignation in writing to the President. An Officer or Director may be removed with or without cause by the affirmative vote of two-thirds of the entire Board of Directors. An Officer or Director whose removal is to be considered shall have the opportunity to address the Directors regarding such action prior to any vote on such removal. The affected Officer or Director member may show evidence of extraordinary circumstances that justifies relief from removal. 

An Officer or Director member shall be terminated from the Board of Directors due to excessive absences. Excessive absence shall be considered:

6 absences of regular and/or executive session  board meetings within a calendar year

or 

3 consecutive regular board meetings, whichever occurs first.

Section 8. Officer Terms. Officer terms will expire annually at the annual meeting. New Officer elections are to be held at the first meeting of the year. The Secretary of the preceding year will issue the notices for new elections and call the year’s first meeting to order and hold office elections.

ARTICLE VI

Section 1. Standing Committees, General Provisions. MSB shall have at least six (6) standing committees, which shall be entitled (1) Promotion, (2) Design, (3) Economic (4) Organization, (5) Finance, and (6) Governance. In addition to the provisions for standing committees, the Directors, by resolution approved by a majority of the entire Board of Directors, may appoint from among the Directors and Members one or more committees, of not less than 3 members (which may include persons who are not Directors, provided that at least one member of each committee shall be a Board member and that any act of the committee which has members which are not Board members shall be advisory, shall not bind the Directors or MSB and shall be subject to the Directors approval) each of which, to the extent provided in the resolution, shall have and may exercise the authority of the Directors, except that no such committee shall:

  1. Make, alter or repeal any by-law of MSB
  1. Elect or appoint any Officer or Director, or remove any Officer or Directors; or
  1. Amend or repeal any resolution previously adopted by the Directors. 

The Directors, by resolution adopted by a majority of the entire Board of Directors, may:

  1. Fill any vacancy in such committees;
  1. Appoint one or more persons to serve as alternate members of any such committee, to act in the absence or disability of members of any such committee with all the powers of such absent or disabled members of a committee; 
  1. Abolish any such committee at its pleasure; or
  1. Remove any members of such committee at any time, with or without cause. 

A majority of each committee shall constitute a quorum for the transaction of business and the act of the majority of the committee members present at a meeting in which a quorum is present shall be the act of such committee. Each committee shall appoint from among its members a chairperson unless the resolution of the Board establishing such committee designates the chairperson, in which case, in the event of a vacancy in the chairperson, the Directors shall fill the vacancy. 

Actions taken at a meeting of such committee shall be kept in a record of its proceedings which shall be reported to the Board at its next meeting following such committee meeting, except that, when the first annual meeting of the Directors is held within two days after the committee meeting, such report shall, if not made at the first meeting, be made to the Directors at its second meeting following such committee meeting. 

Section 2. Promotion Committee. The Promotion Committee positions the downtown or commercial district as the center of the community and hub of economic activity, while creating a positive image that showcases a community’s unique characteristics

Section 3. Design Committee. The Design Committee supports a community’s transformation by enhancing the physical and visual assets that set the commercial district apart.

Section 4. Economic Committee. The Economic Committee focuses on capital, incentives, and other economic and financial tools to assist new and existing businesses, catalyze property development, and create a supportive environment for entrepreneurs and innovators that drive local economies.

Section 5. Organization Committee. The Organization Committee Involves creating a strong foundation for a sustainable revitalization effort, including cultivating partnerships, community involvement, and resources for the district.

Section 6. Finance Committee. The Finance Committee shall be composed of the officers of the Board of Directors – President, Vice President, Treasurer, and Secretary. The Finance Committee shall meet by call of the President or Vice President. In the case where the President deems it necessary that a decision be made before a regular or special meeting of the full Board can be convened or in those cases where Finance committee action has been authorized by the full Directors, the Finance Committee may make any decision that is consistent with established Board policies, bylaws, or prior board decisions. This committee shall also have the responsibility to receive and review the audit and periodic financial reports, and to recommend to the full Board the selection of an Auditor for MSB. The Treasurer of the Board shall preside at the Finance Committee meetings as chairperson. Notice or waiver of notice of the Finance Committee shall be given in the same manner as notice or waiver of notice of the annual meeting of the Directors set forth in Article V hereof.  

Section 7. Governance Committee. The President shall, with the advice and consent of the Directors, appoint a nominating committee. There shall be a five-member nominating committee which shall annually recommend to the Directors candidates for Board of Director and officers of MSB. The Governance Committee shall be composed of five Directors, one of whom shall be the Secretary. The Governance Committee shall also be responsible for the annual Officer review and provide an agenda of said review to the secretary ahead of said meeting.

ARTICLE VII

Section 1. Executive Director. 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 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 Directors. The Executive Director 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 Officer 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.

ARTICLE VIII

Section 1. Conflicts of Interest. MSB shall not approve any contract or transaction involving one or more of its Directors or Officers who have a significant personal, professional, political, or financial interest in the matter—whether directly with MSB or through another entity they are affiliated with—unless certain conditions are met. Such conditions are the following:

 

  1. The material facts regarding the Board Director’s or Officer’s interest, including any shared directorship, officer role, or financial stake, must be fully disclosed in good faith or already known to the Directors or committee.
  2. The Directors or committee must approve the contract or transaction either:
    1. By unanimous written consent, with at least one disinterested Board member participating, or
    2. By a majority vote of the disinterested Board members, excluding the vote(s) of the interested party, even if the number of disinterested members is less than a quorum.
  3. The Interested Director must abstain from voting on any contract or transaction in which they have a conflict of interest.

 

ARTICLE IX

Section 1. Finances. 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 one (1) 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. 

Section 2. Funds of MSB. 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.

Section 3. Contributions. 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 MSB. 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.

Section 4. Budget. Within 30 days of the first meeting of the Board of Directors shall approve a 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.

Section 5. Internal Audit. An internal audit of the financial records of MSB shall be conducted whenever a new Treasurer is appointed, whichever comes first. The audit will be conducted by a committee appointed by the Directors.

ARTICLE X

Section 1. General Provisions. An annual budget may be submitted to the City Council by March of each year when MSB is receiving funds provided through or from the City of Burlington. 

The budget reporting shall consist of:

  1. A balance sheet showing in reasonable detail the financial condition of MSB at the close of the prior fiscal year
  2. The Board approved budget for the current fiscal year
  3. A statement of the source and application of funds showing the results of the operation of MSB during the prior fiscal year.

ARTICLE XI

Section 1. Amendments. 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 Directors, provided that the Governance Committee has had an opportunity to review and provide advice and that no such action shall be taken if it would in any way adversely affect MSB’s qualifications under the Internal Revenue Code of 1986 or corresponding provisions of any subsequent Federal tax law or in conflict with the laws of the State of New Jersey and Federal Law.

ARTICLE XII

Section 1. Dissolution.  Upon dissolution, after payment of all debts, no part of the remaining assets may be distributed to any Board Director, or Officer of MSB, but shall be distributed in accordance with law, provided, however, that the distribution must be to another organization exempt under the provisions of Section 501(c)(3) of the United States Internal Revenue Code or to the United States, or a State or local government, or another qualifying 501(c)(3) with the same or similar purpose.

Section 2. Indemnification of Officers and Directors. MSB shall indemnify every corporate agent as defined in, and to the full extent permitted by Sections 15A:2-8 and 15A:3-4 of the New Jersey Nonprofit Corporations Act, and to the full extent otherwise permitted by law.

Section 3. Force and Effect of Bylaws. These bylaws are subject to the provisions of the New Jersey Nonprofit Corporation Act (the “Act”) and the Certificate of Incorporation as they may be amended from time to time. If any provision of these by-laws is inconsistent with the provision of the Act or the Certificate of Incorporation, the provision of the Act or the Certificate of Incorporation shall govern to the extent of such inconsistency.