Elizabethport
Presbyterian Center, Incorporated
By-Laws
The name of this
organization is the Elizabethport Presbyterian Center, Incorporated (the
Center).
The Center is a 501(c)3
tax-exempt agency, and is incorporated under the laws of the State of New
Jersey. The principal offices of the
Center are located at 184 First Street, in the City of Elizabeth, County of
Union, and State of New Jersey. The
books and records of the corporation, including financial records, minutes of the
Corporation and its Board, the Certificate of Incorporation and the By-laws
shall be maintained at that address.
The Center is an agency of
the Presbytery of Elizabeth, Presbyterian Church (USA), located at 525 East
Front Street, Plainfield, NJ 07060 (the Presbytery).
Article
II - Purpose
The purpose of the Center is
to be a witness to the caring concern of Jesus Christ by providing leadership,
social services, educational support, programs, ethical development and
spiritual guidance to meet the needs of children, youth, adults, seniors,
families and individuals in the Elizabethport community and in other locations
within the Presbytery.
The Center recognizes the
need to build character and to promote a sense of dignity and pride in
individuals, families and the community.
Article
III – Board of Directors
A Board of Directors (the
Board) shall be elected by the Presbytery of Elizabeth. There shall be a total of eighteen directors
in three classes. Directors shall serve
for terms of three years, without limit on the number of terms. Membership shall be effective upon election
by the Trustees of the Presbytery of Elizabeth.
At least nine Directors, at
least three in each class, shall be elected from people who live or work in the
Cities of Elizabeth and Plainfield.
Nominees for Director shall
be recommended to the Committee on Nominations for the Presbytery by the
Center’s Nominating Committee for election by the Presbytery. The Presbytery shall elect directors prior
to the Center’s Annual Meeting. The
Presbytery may elect directors to fill vacancies at any time.
Article
IV –Meetings
The Board shall hold the
Annual Meeting on the second Wednesday of September. The docket for the Annual Meeting shall include the installation
of new Directors and the election of Officers.
Regular meetings shall be
held on the second Wednesday of each month, unless established otherwise by the
Board.
Special meetings may be
called with three days notice by any three Directors. Special meetings can be held by conference call or other
electronic means provided that the notice and quorum requirements are met. This may include a mail or email ballot on a
specific resolution.
A Quorum for any meeting
shall consist of fifty percent of the number of Directors, exclusive of
vacancies.
Each Director in attendance
at any meeting shall be entitled to one vote.
Voting by proxy is not permitted.
Article
V – Duties of the Board
The duties of the Board are
to:
·
make
and review policy,
·
review
and evaluate programs,
·
establish
an annual budget,
·
oversee
the investment of assets,
·
review
the financial statements and audit,
·
establish
capital programs and budgets,
·
review
annually the By-laws of the Center,
·
oversee
the work of the Executive Director, and
·
perform
other such duties that the Board determines to be essential for the operation
of the Center.
Article
VI – Officers
The Officers shall be the
President, Vice-president, Secretary and Treasurer.
Officers shall be elected to
terms of two year at the Annual Meeting.
An individual may not serve more than three consecutive terms in the
same office. In the event of a vacancy,
the Board may elect a replacement from among its members.
President:
The President shall preside
at all meetings of the Board. The
President shall recommend to the Board the appointment of members for all
committees except the standing committees.
The President shall oversee the activities of the Center, subject to the
policies established by the Board. The
President shall consult with and inform the Board of any actions taken.
Vice President:
The Vice-president shall
preside at all meetings of the board in the absence of the president, and shall
otherwise perform the duties of the president in the event the president is
unable to perform those duties because of death, incapacity or resignation.
Secretary:
The Secretary shall keep
minutes of all meetings of the Board in a form proper for that purpose.
A copy of the minutes shall
be filed at the Center’s office. The
Secretary shall make appropriate correspondence with the Presbytery and its
committees.
Treasurer:
The Treasurer shall have
custody of all funds and securities of the Center. The Treasurer shall cause accurate records of receipts and
disbursements of the center to be maintained, and shall deposit all monies and
securities in the name and to the credit of the Center to such banks or
depositories as the Board may authorize or designate for that purpose. The Treasurer shall regularly (a least once
per quarter) report to the Board a statement of assets and liabilities and of
income and disbursements. The Treasurer
shall present an annual financial report to the Presbytery.
Article
VII – Executive Committee
The Executive Committee
shall consist of the Officers of the Center, and three additional members of
the Board.
The Executive Committee
shall have the power to act on behalf of the Board except when the Board
expressly limits the duties of the Executive Committee. The Executive Committee cannot add or remove
members without the authorization of the Board.
A quorum for the Executive
Committee is 50% of the members, and proxy voting is not permitted.
Minutes of the Executive
Committee will be recorded and kept on file at the offices of the Center.
Article
VIII – Standing Committees
There shall be the following
standing committees, each appointed annually by the Board, with at least three
Directors on each committee. The chair
of each committee will be elected by the Board.
Personnel:
The Board shall elect a Personnel Committee of three Directors
from among its members, including at least one community Director, with such
election to be made at the Annual Meeting for terms of one year, with no term
limits.
The Personnel Committee
shall perform such reviews and oversight of the Executive Director and the
direct reports of the Executive Director.
The Personnel Committee
shall recommend compensation and benefit policy to the Board as necessary.
Finance:
The Board shall elect a
Finance Committee of three Directors from among its members, with such election
to be made at the Annual Meeting for terms of one year, with no term
limits. The Treasurer shall be a member
of the Finance Committee.
The Finance Committee shall
review the work of the Treasurer and make recommendations to the Board
concerning investment policy and other financial matters.
The Finance Committee shall
engage the services of an outside auditor for an annual audit, and shall
receive the report of that auditor and communicate the results of the audit to
the Presbytery.
Nominating:
The Board shall elect a
Nominating Committee of three Directors from among its members, including at
least one community Director, with such election to be made at the Annual
Meeting, for terms of one year, with no term limits. The President shall not be a member of the Nominating Committee.
The Nominating Committee
shall identify candidates for election as Directors by the Presbytery and
present their recommendations to the Committee on Nominations of the Presbytery
by April 20 of each year, so that the Presbytery may elect said Directors at
their May or June Stated Meetings.
The Nominating Committee
shall identify candidates for election to the upcoming year’s Nominating
Committee and other standing committees and present their recommendations at
the Annual Meeting.
The Nominating Committee
shall identify Directors for election to the positions of President,
Vice-president, Treasurer and Secretary for the upcoming year and present their
recommendations at the Annual Meeting.
Article
IX – Indemnification and Liability
The Center shall indemnify
all Directors and Officers to the extent permitted by applicable New Jersey
Law, and shall obtain appropriate liability insurance for this purpose.
Article
X – Non-Discrimination
All policies and actions of
the Center shall be in compliance with applicable law and shall be done without
regard to race, color, creed, sex or national origin. This applies to employment practices, participation in programs,
access to services, and the election of Directors.
Article
XI – Dissolution
Upon the Dissolution of the
Center, assets, after the payment of liabilities, shall become the property of
the Presbytery of Elizabeth or its successor.
Article
XII- Amendment
These By-laws and any
amendments thereto shall become effective after adoption by the Board of the
Center and approval by the Trustees of the Presbytery of Elizabeth.
Note: These By-laws were
approved by the Board of Directors on May 11, 2005 and by the Presbytery of
Elizabeth on ………