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BY-LAWS

BY-LAWS

LOVELADIES HARBOR ORGANIZATION
(A COMMUNITY ASSOCIATION)

BY LAWS

Article l NAME

Section 1. The name of the organization is the LOVELADIES HARBOR ORGANIZATION. It is a community association incorporated under the laws of the State of New Jersey as of August 1956. It is an organization exempt from income tax with a fiscal year beginning October 1st, and ending September 30th.

Article II PURPOSES

Section 1. The purposes of this organization are as set forth in the Certificate of Incorporation.

Article III MEMBERSHIP

Section 1. Only property owners of Loveladies Harbor, Long Beach Township, New Jersey shall be eligible for membership.

Section 2. Only members in good standing shall be entitled to vote and hold office. Those eligible for membership shall become members in good standing in each fiscal year of the Organization in which their dues are timely paid in full in accordance with Article III, Section 3.

Section 3. Those eligible for membership shall not be members in good standing in each fiscal year in which their dues are not paid in full by August 1st of that fiscal year or within thirty (30) days of first becoming eligible for membership in that fiscal year, whichever is later. Membership and good standing can not be attained for prior fiscal years in which dues were not timely paid but membership and good standing can be attained in any current fiscal year by the timely payment of dues in full for that fiscal year without the payment of dues for past fiscal years.

Section 4. Special Membership without voting rights and without parking privileges may be granted to individuals or families pursuant to requirements established by the Board of Trustees until the next annual meeting of the Organization at which time the special membership will be presented to the regular members for ratification or denial.

Article IV OFFICERS

Section 1. The officers of the organization shall consist of President, Vice President, Treasurer, Secretary, and Manager.

Section 2. The officers shall constitute an Executive Board of the organization.

Section 3. Terms of officers shall expire annually at the annual meeting of the Organization, although an officer shall be eligible for renomination and reelection as an officer of the organization without limitation.

Article V DUTIES OF THE OFFICERS

Section 1. The President shall be a member of the Executive Board and the Board of Trustees and shall: preside at meetings of the Organization, Executive Board, and Board of Trustees; appoint all committee chairpersons not elective; and, in the case of a tie vote, cast the deciding vote at any meeting at which he presides.

Section 2. The Vice President shall be a member of the Executive Board and the Board of Trustees and shall preform all the duties of the President in his absence.

Section 3. The Secretary shall be a member of the Executive Board and the Board of Trustees and shall: keep a proper record of the proceedings of the Organization, the Executive Board and the Board of Trustees; shall give timely notice of regular and special meetings of the Organization, Board of Trustees and Executive Board to the respective members thereof; shall receive communications and report them at the next regular meeting of the Organization; shall notify all appointees of their appointment; shall furnish the chairperson of each committee with the names of those appointed to serve on the committee; shall perform the duties of the Treasurer in the absence or incapacity of the Treasurer as determined by the Board of Trustees; and such other duties necessary and appropriate to the office of secretary.

Section 4. The Treasurer shall be a member of the Executive Board and the Board of Trustees and shall: take charge and keep accurate account of receipts and disbursements of all monies belong to the Organization; produce the financial records and a statement of the funds of the Organization at all meetings of the Organization, Executive Board and Board of Trustees or at such other time and place as may be required by the President or the Vice President; demand and receive all monies due to the Organization; pay money out of funds on hand under terms and conditions for the disbursements of funds as shall be specified in writing by the Board of Trustees for (1) normal operating expenses as approved by the Executive Board, (2) extraordinary operating expenses up to a maximum of $4,000.00 as approved by the Board Of Trustees, and (3) other purposes as recommended to the Organization by both the Executive Board and the Board of Trustees and approved by a vote of the members in accordance with Article IX, Section 1 hereof; and, preserve for the benefit of the Organization all donations and other property committed to his or her charge, keeping proper records thereof including the names of the donors.

Section 5. The Manager shall be a member of the Executive Board and the Board of Trustees and shall: be responsible for the upkeep and maintenance of all properties of the Organization; and, perform such other functions as may be assigned to him by the President.

Article VI TRUSTEES and BOARD of TRUSTEES

Section 1. The Board of Trustees shall be comprised of the Officers and nine additional members (Trustees) who shall be elected to a term of three years each with the terms of three Trustees expiring at each annual meeting of the Organization. A Trustee shall be elected to each vacant seat on the Board Of Trustees at each Annual Meeting of the Organization.

Section 2. Names of members in good standing of the Organization, equal in number to the number of vacant seats on the Board of Trustees anticipated at the next annual meeting of the Organization, shall be placed in nomination by a Nominating Committee of the Board of Trustees appointed for such purpose by the Board of Trustees. The Nominating Committee shall consist of at least two (2) trustees, one (1) officer of the Organization, and up to three members at large in good standing of the Organization. Names of members in good standing may be placed in nomination from the floor without limitation (other than being properly seconded) for election to a vacant seat of the Board of Trustees by any member in good standing at the annual meeting of the Organization.

Section 3. Voting for Trustees at the annual meeting shall be by secret ballot with the number of nominees equal in number to the vacant seats up for election, receiving the most votes being the winners of the election. When the slate of the Nominating Committee is unopposed, the Secretary may be instructed on a motion made and carried, to cast a single ballot for the Nominating Committee's slate, which slate shall be declared elected to the Board of Trustees.

Section 4. Trustees may not stand for reelection but shall be eligible for election to a seat on the Board of Trustees after one year of being out of office except that a Trustee who became a member of the Board of Trustees by appointment in accordance with Article VI, Section 7, or elected at a regular meeting of the Organization to fill an unexpired term of less than two years shall be eligible for reelection to the Board of Trustees.

Section 5. Regular meetings of the Board of Trustees shall be held in September and April of each year on a date selected by the President and with at least twenty (20) days prior written notice of the meeting provided to each Trustee by the Secretary.

Section 6. Special meetings of the Board of Trustees may be called by the President or by a majority of the Board of Trustees when the President, upon request of a member of the Board of Trustees, has failed to call a meeting within one month of the request, provided that, the Secretary or the member of the Board of Trustees requesting the meeting, shall have given to the members of the Board of Trustees at least twenty (20) days prior written notice of the time and place of the meeting.

Section 7. A Trustee or an Officer may be removed from office for misfeasance, malfeasance or nonfeasance by a two‑thirds majority vote of the members of the Board of Trustees at a regular meeting of the Board or at a special meeting of the Board called for that purpose. The President, with the advice and consent of a majority of the Executive Board, shall appoint a member of the Organization in good standing to fill the unexpired term of a Trustee or Officer who has been removed from office or who has resigned.

Section 8. The quorum required for a meeting of the Board of Trustees shall consist of five trustees and at least one member of the Executive Board. A quorum required for a meeting of the Executive Board shall consist of the President or Vice President and two (2) other officers.

Article VII ANNUAL MEETING of the ORGANIZATION

Section 1. The regular annual meeting of the Organization shall be held on the fourth Saturday in August or such other date in July or August as shall be set by the President provided the members in good standing shall have been given at least thirty (30) days prior written notice of any meeting date other than the fourth Saturday of August.

Section 2. Purpose of the annual meeting is: (1) To receive Annual Reports of the Officers and Appointed Committees; (2) To elect Officers for the ensuing year and to elect trustees to fill vacant seats on the Board of Trustees; (3) To formulate policy and programs for the ensuing year; and, (4) to conduct such other business as may be properly brought before the members in accordance with these bylaws.

Article VIII SPECIAL MEETINGS

Section 1. Special meetings of the Organization may be called by the President or by a majority of the Board of Trustees, or upon written request directed to the President, signed by at least twenty‑five (25) members in good standing and specifying the date and purpose of the special meeting.

Section 2. At least thirty (30) days prior written notice of a special meeting shall be given by the Secretary to the members in good standing specifying the date, time and place of the meeting and the purpose or purposes for the special meeting and no other business shall be transacted at a special meeting other than that specified in the notice.

Article IX IMPLEMENTATION of POLICY and PROGRAMS

Section 1. The Organization, by a vote of a majority of the members in good standing, present and voting, at any special or regular meeting shall constitute passage or rejection (whichever the vote of the majority may be) of any motion duly made and seconded at such meeting.

Section 2. Twelve members in good standing of the Organization as reported by the Secretary shall constitute a quorum at any regular or special meeting.

Article X ORDER of BUSINESS

Section 1. The order of business at any Meeting of the Organization, the Executive Board or the Board of Trustees shall proceed in accordance with Robert's RULES OF ORDER whenever not in conflict with these By‑Laws or the Certificate of Incorporation of the Organization.

Article XI COMMITTEES

Section 1. A chairperson of each Standing Committee shall be appointed by the President from among the members of the Board of Trustees at each September meeting of the Board or whenever there is a vacancy in an office of Committee Chairperson. A chairperson of any committee can be removed from the office of Chairperson by a majority vote of the Executive Board but such removed chairperson shall not be removed from the office of Trustee or as an Officer and member of the Executive Board except in accordance with Article VI, Section 7 hereof.

Section 2. Committee Chairpersons shall promptly appoint as many members to their committee as such Chairperson deems appropriate from among the members in good standing of the Organization.

Section 3. Committee memberships shall expire annually.

Section 4. The Standing Committees are:
a. Membership
b. Nominating
c. Management of Properties
d. Harbor Master
e. Community Affairs and Publicity
f. Audit

Section 5. The President may create special committees and chairpersons thereof for such purposes and with such duties as appropriate to assist the Executive Board in its duties and responsibilities.

Article XII AMENDMENTS

Section 1. The Organization may amend the By‑Laws at any regular meeting by a two‑thirds (2/3) vote of the regular members in good standing, with at least 12 regular members present and voting, provided that such amendment shall either have been read in open session at the last regular meeting of the Organization or previously passed by a two‑thirds majority vote of the Trustees at a regular meeting of the Trustees.

Article XIII INDEMNIFICATION of OFFICERS and TRUSTEES

Section 1. Every Trustee including every Officer shall be indemnified by the Organization against any and all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon them jointly or individually in connection with any proceeding to which such Trustee(s) may be a party, or in which such Trustee(s) may become involved by reason of being or having been a Trustee or Officer of the Organization, whether or not a Trustee or Officer at the time the expenses are incurred, excepted in such cases wherein the Trustee or Officer is adjudged guilty by the Board of Trustees of wilful misfeasance or malfeasance in the performance of his duties; provided that, in the event of any claim for reimbursement or indemnification hereunder based upon a settlement by the Trustee or Officer seeking reimbursement or indemnification, the indemnification and reimbursement provisions herein shall only apply if the Board of Trustees approves such settlement and reimbursement as being in the best interests of the Organization. The foregoing right of indemnification and reimbursement shall be in addition to and not exclusive of other rights to which such Trustee or Officer may be entitled. The maximum indemnification provided to any Officer or Trustee hereunder shall be limited to insurance coverage of the Organization in force and effect and available to pay said indemnification plus the lesser of $100,000 or one‑half of the Net Assets of the Organization.

Article XIV ADOPTION of BY‑LAWS

Section 1. Upon adoption of these By‑Laws, all previous By‑Laws are hereby repealed.