South Jersey Real Estate Investors Association

Menu

Bylaws of
SOUTH JERSEY INVESTORS, INC.
Approved by the SJI Board: February 2008
Ratified by the SJI Membership: April 15, 2008

Article 1:

Name and Registered Office

Section 1.1

Name.
The name of the Corporation is South Jersey Investors, Inc. It shall be referred to as "the Corporation."

Section 1.2

Registered office and agent.
The Corporation shall have and continuously maintain a registered office and a registered agent in the State of New Jersey, as required by the New Jersey Nonprofit Corporation Act, N.J.S.A. 15A:1-1 et seq. ("Act"). The registered agent shall be either an individual resident of the State or a corporation authorized to transact business in the State.

Article 2:

Purposes

 

A. To provide continuing education in real estate investing and property management for interested individuals.

 

B. To serve as a support group for individuals who want to share with and learn more from other real state investors.

 

C. To encourage local and regional investors to reach their goals by focusing the organization's activities primarily in the South Jersey marketplace.

 

D. To promote the effectiveness of real estate investors, the Corporation may take a position or express an opinion on issues affecting the membership subject to prior approval of the Board of Directors.

Article 3:

Membership

Section 3.1

Qualifications.
Membership in this Corporation is open to anyone over eighteen (18) years of age who subscribes to the purposes outlined in Article 2, provided such persons abide by the Corporation's Code of Ethics, as well as other Policies and Procedures approved by the Board of Directors. Membership in this Corporation is available upon submission of the official application form and payment of the annual dues.

Section 3.2

Categories of Membership.
Individual: Individual Membership with voting rights shall be available to any individual who meets the qualifications in Section 3.1. There shall be one vote per paid Individual Membership.
Household: Household Membership with voting rights shall be available to any individual who meets the qualifications in Section 3.1. The dues for additional member(s) residing at the same address shall be reduced under terms determined by the Board of Directors. There shall be one vote per paid Household Membership.

Vendor: Vendor Membership with voting rights shall be available to any individual or business engaged in selling real estate related products or services to real estate investors who meet the qualifications in section 3.1. There shall be one vote per paid Vendor Membership.
Lifetime: Lifetime Membership with voting rights shall be automatic for Past Presidents in good standing. There shall be one vote per Lifetime Membership with annual dues waived.
Honorary: Honorary Membership without voting rights may be conferred at such time and under such terms as the Board of Directors shall determine. Annual dues shall be waived for Honorary Members.
A member shall not exercise voting rights under more than one category of membership.

Section 3.3

Term of Membership.
The term of membership is for twelve (12) months. The initial membership shall commence on the date of acceptance of the application. Renewal memberships shall commence on the anniversary of this date of acceptance of the application, provided all dues are paid in full and the member otherwise continues to meet the qualifications of a member set forth in Section 3.1.

Section 3.4

Annual Meeting.
There shall be an Annual Meeting of the members each November at a date, time and place to be determined by the Board of Directors. The purpose of the Annual Meeting shall be for election of Officers and Directors and such other business as may be properly brought before the meeting. A member may not raise a subject unless a written proposal has been provided to the President and Board at least thirty days (30) days prior to the Annual Meeting.

Section 3.5

Special Meetings.
Special meetings of the members may be called by the Board of Directors at any time, or shall be called by the President upon receipt of a written request of ten (10%) percent of all voting Members, within ninety days (90) after the filing of such a request with the President and Board of Directors. The business to be transacted at any special meeting shall be stated in the notice thereof and no other business may be considered at that time.

Section 3.6

General Membership Program Meetings.
There shall be at least nine (9) General Membership Program Meetings held each year. All members must show their SJI membership card for admission. All guests must register at the desk and pay any guest admission fee set by the Board of Directors.

Section 3.7

Notice of Meetings.
Written notice of any Membership Meeting at which official Corporation business is to be transacted shall be given to each member in good standing not less than thirty (30) days before the date of the meeting. Such notices shall include the date, time, location and purpose of the meeting. 

Section 3.8

Quorum of Members.
A quorum shall consist of a minimum of ten percent (10%) of members of record entitled to vote who are present at an Annual or Special Meeting of the Corporation.

Section 3.9

Voting.
Each voting membership in good standing shall have one vote at any meeting of the members. A majority of the votes cast at a meeting at which a quorum is present shall constitute the action of the members. Voting rights of a member shall only be exercised in person. Voting rights of a member shall not be delegated to another nor exercised by proxy.

Section 3.10

Cancellation of Meetings.
The Board of Directors may cancel any membership meeting for good cause. In the event that the Board cancels or postpones a membership meeting, the reason shall be stated in the notice of the cancellation.

Section 3.11

Removal.
For any cause other than nonpayment of dues, a vote for removal shall occur only after the member complained against has been advised of the complaint so lodged and has been given reasonable opportunity for defense in front of the Ethics Committee. The Ethics Committee will present a recommendation to the Board of Directors. A member may be removed for cause by a two-thirds (2/3) affirmative vote of the Board of Directors present at any meeting.

Section 3.12

Reinstatement.
If a member who was removed from the Corporation wishes to be reinstated, the Ethics Committee shall consider the circumstances after a six-month (6) waiting period following the Board of Director's decision to remove that member. The Ethics Committee shall present a recommendation to the Board of Directors. A former member who was removed can be reinstated with an affirmative two-thirds (2/3) affirmative vote of the Board of Directors present at a meeting, after showing proof of qualification and paying the current year's dues. A former member may appeal the decision of the Board at the next Annual Meeting of the membership of the Corporation, providing that notice of intent to appeal is submitted to the President and Board at least thirty days (30) in advance of the meeting. An affirmative vote of two-thirds (2/3) of those members entitled to vote at a meeting is needed to reinstate.

Section 3.13

Dues.
The Board of Directors shall determine and set forth in separate policy documents the dues and any other conditions of each class of member.

Article 4:

Board of Directors

Section 4.1

Authority and Responsibility.
The governing body of this Corporation shall be the Board of Directors. The Board of Directors shall supervise and control the business, property and affairs of the Corporation, except as otherwise expressly provided by law, the Certificate of Incorporation of the Corporation or these Bylaws. The Board may adopt such policies and rules for the conduct of its business as shall be deemed advisable.

Section 4.2

Number and Term.
The Board of Directors of the Corporation shall be composed of no less than five (5) and no more than eleven (11) individuals. All board terms shall be staggered two-year terms with a maximum of three (3) consecutive terms. To initiate the staggered terms, starting with the election held in November 2008 for the term commencing in 2009, the Vice President and Treasurer shall be elected for two-year terms. The President and Secretary shall be elected for one-year terms. Four (4) directors at-large will be elected for two-year terms and the remaining three (3) directors at-large will serve one-year terms, all such directors-at-large to draw by lots which length term they will be elected if such terms cannot be resolved amicably without drawing lots.

Section 4.3

Qualifications for Directors.
Any member in good standing who has been a member of the corporation for at least one (1) year shall be eligible for nomination and election to the Board of Directors. 

Section 4.4

Nomination and Election of Board.
The Nominating Committee shall contact each prospective candidate to determine his or her willingness to serve as a director or an officer. The Nominating Committee shall submit, to the Board of Directors, one (1) nominee for each position prior to the day of the September General Meeting. There may be additional nominations submitted by a written petition signed by ten (10) members in good standing as well as the nominee confirming his or her willingness to serve. All petition nominations shall be submitted to the Chairperson of the Nominating Committee by the September board meeting. All qualified nominees shall be placed on the ballot presented by the Nominating Committee. Each position or office may be represented by one (1) or more nominees. No person shall be nominated for more than one (1) position or office.
There shall be an Annual Meeting of the membership of the Corporation for the election of Officers and Directors in November at a date, time and place to be determined by the Board of Directors. There shall be no nominations from the floor. The notice of the annual election, along with the ballot, shall be sent to all members through electronic or first class mail at least thirty (30) days prior to the election date. There shall be one vote per membership in good standing of those qualified to vote as specified in Section 3.2. The candidate with the highest number of votes wins the election. In the case of a tie vote for any given office, a run-off election shall be held immediately for that office.

Section 4.5

Meetings of the Board of Directors.
A regular meeting of the Board of Directors shall be held no less than six (6) times each fiscal year at such time and such place as the Board may prescribe. Notice of all such meetings shall be given to the Directors not less than ten (10) days before the meeting is held. Special meetings of the Board may be called by the President, or at the request of the majority of Directors in office, with at least three (3) days notice that identifies the purpose before the meeting is held.   Any meeting of the Directors or any Committee thereof can be conducted by teleconference call or similar electronic means by which all Directors can simultaneously communicate with each other. Any action required to be taken at a meeting of the Directors or any Committee thereof may be taken without a meeting if all of the Directors or persons on the committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board or Committee. Members shall have the right to attend but not participate at Board Meetings except if recognized by the Presiding Officer.  Members may be excluded from any portion of the Board Meeting that the Board determines is in closed session at its sole discretion.

Section 4.6

Quorum of the Board.
A majority of the Directors in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 4.7

Voting.
Voting rights of a Director can only be exercised in person and shall not be delegated to another nor exercised by proxy.

Section 4.8

Absence.
Any elected Officer or Director who is absent from three (3) regular meetings of the Board of Directors during any twelve-month period shall automatically vacate the seat on the Board of Directors and the vacancy shall be filled as provided in these Bylaws. However, the Board of Directors shall consider each absence of an elected Officer or Director as a separate circumstance and may expressly waive this requirement by affirmative vote of a majority of the Board.

Section 4.9

Resignation and Vacancies.
When there is a resignation or vacancy on the Board of Directors, including a vacancy created by an increase in the number of Director positions, the Nominating Committee or any member of the Board of Directors may nominate a qualified replacement. Vacancies shall be filled for the unexpired term by an affirmative vote of the majority of the remaining members of the Board of Directors present at a meeting.

Section 4.10

Removal of Director.
Any Director may be recommended for removal with cause by a two-thirds (2/3) affirmative vote of the Directors at any regular or Special Meeting of the Board called expressly for that purpose. Removal of a Director shall be approved by a majority affirmative vote of the members present and voting at any Annual Meeting or Special Meeting of the Corporation. 

Section 4.11

Compensation.
Directors and elected Officers shall not receive any compensation for their services.

Section 4.12

Conflict of Interest.
The Board shall implement a policy and procedures to ensure that there is no improper conflict of interest between the Corporation and those with whom they do business.

Article 5:

Officers

Section 5.1

Officers and Duties.
The Officers of the Corporation shall consist of a President, a Vice-President, a Secretary, and a Treasurer. One person may not hold more than one office. 

President: The President shall be the chief elected officer of the Corporation; preside at all meetings of the Corporation, the Board of Directors and the Executive Committee; appoint Committee Chairpersons with the advice and consent of the Board of Directors; serve as an ex-officio member of each Committee with the exception of the Nominating Committee; may sign contracts or other instruments which the Board of Directors has authorized to be executed; and perform all duties incident to the office of President as many be assigned by the Board of Directors. Vice-President: The Vice-President shall perform the duties and exercise the powers of the President in his/her absence or disability and perform other duties as may be assigned by the Board of Directors or President. Secretary: The Secretary shall keep, or cause to be kept, the minutes of the Meetings of the Board of Directors and Membership; see that all notices are duly given in accordance with the provisions of these Bylaws, ensure that all corporate records are accurate and accessible; and perform other duties as may be assigned by the Board of Directors or the President.

Treasurer:  The Treasurer shall oversee all financial administration of the Corporation; keep or cause to be kept, full and accurate accounts of receipts and disbursements; render financial reports to the Board of Directors and an annual financial report to the membership; prepare the Annual Budget, establish and monitor financial controls, and assure compliance with State, Federal and other reporting requirements, and perform other duties as may be assigned by the Board of Directors or President.

Section 5.2

Qualifications for Officers.
Any member in good standing who has been a member for at least one (1) year shall be eligible for nomination and election to be President, Vice President, Treasurer, or Secretary of this Corporation provided the individual has served the club as a volunteer at least 6 months at any time prior to being elected to the Board

Section 5.3

Nomination and Election of Officers.
A candidate for an Officer position shall disclose in writing, to the Nominating Committee, his or her experience with the Corporation specifying how long they have been a member and previous volunteer service. The record of candidate experience with the Corporation shall be made available to the Membership as part of the election process. The voting members shall elect the officers of the Corporation as outlined in Section 4.4.

Section 5.4

Term of Office.
Officers shall serve two-year terms with a maximum of three (3) consecutive terms in any one position. The terms for officers will be staggered with the President and Secretary elected in the same year and the Vice-President and Treasurer elected in the alternate year.

Section 5.5

Resignation of Officer and Vacancies.
Any Officer may resign at any time by giving written notice to the President. Such resignation shall take effect at the time specified in the notice, or if no time is specified, then immediately. The Board of Directors shall appoint a Director to fill the vacancy in any office for the unexpired term. The Board may fill the vacancy in a Director position when a Director is appointed to fill the balance of an Officers term.

Section 5.6

Removal of Officer.
An Officer may be recommended for removal from office for cause on the affirmative two-thirds (2/3) vote of the Board of Directors present at a meeting. Removal of an officer shall be approved by a majority affirmative vote of the members present and voting at any Annual Meeting or Special Meeting of the Corporation.

Article 6:

Committees

Section 6.1

Standing Committees.
There shall be three (3) standing Committees: an Executive Committee, Nominating Committee and Finance Committee. No Committee shall have the authority to amend or repeal these Bylaws, elect or remove any Officer or Director, adopt a plan of merger, or authorize the voluntary dissolution of the Corporation. All Committee Chairpersons shall report to the Board of Directors.

Section 6.2

Executive Committee.
The Executive Committee shall be composed of the Officers: President, Vice-President, Secretary, and Treasurer. The Executive Committee shall only meet when an emergency situation demands rapid reaction from the Board and it is impossible to convene the full Board. In an emergency, the Executive Committee may exercise the authority of the Board in the management of the business and affairs of Corporation between Board Meetings. All action by the Executive Committee shall be reported in writing at the next Board Meeting. A simple majority of the voting members of the Executive Committee shall constitute a quorum. The affirmative vote of a majority of the members of the Executive Committee present at a meeting shall be a valid vote of the Executive Committee. Any action required to be taken at a meeting of the Executive Committee may be taken without a meeting if all of the Officers consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Executive Committee.

Section 6.3

Nominating Committee.
The Nominating Committee shall consist of three to five (3-5) Members in good standing who are not Directors or Candidates running for Office. The Nominating Committee oversees the election process in compliance with Corporation policy and nominates Candidates for each position on the Board and elected Officers.

Section 6.4

Finance Committee.
The Finance Committee recommends financial policies; reviews and monitors the Corporation's financial condition, annual budget, internal financial controls, compliance with State, Federal and other with reporting requirements, insurance coverage and reports on these matters to the Board of Directors. The Finance Committee ensures the Corporation has an independent financial review annually.

Section 6.5

Advisory Committees.
The Ethics Committee is advisory to the Board of Directors and there shall be no more than one Director serving on this committee. The Ethics Committee drafts policies on ethical behavior for all members for consideration by the Board of Directors and coordinates the process for holding members accountable for adhering to the Corporation's standards per Corporation policy. 

Section 6.6

Other Committees and Task Forces.
The Board of Directors may create and appoint members to other committees and task forces as they shall deem appropriate. Such committees and task forces shall have the power and duties designated by the Board of Directors, and shall give advice and make non-binding recommendations to the Board. All Committee or task force chairpersons shall report to the Board.

Article 7:

Finance and Records

Section 7.1

Fiscal period.
The Board of Directors shall prescribe the fiscal year of the Corporation.

Section 7.2

Accounting.
The accounts of the Corporation shall be reviewed annually by an independent Certified Public Accountant recommended by the Finance Committee with the approval of the Board and who shall provide a report to the Board of Directors. The board shall provide an annual financial report to the members within 150 days after the close of the fiscal year.

Section 7.3

Records.
The Corporation shall keep an accurate record of the name and address of all members, correct and complete books and records of accounts, and shall keep minutes of all proceedings of its Membership, Board and Executive Committee.

Article 8:

Miscellaneous Provisions

Section 8.1

Notice.
Whenever notice is required to be given to a member, Director or Officer, such notice shall be given in writing by first class mail or overnight delivery service to the address as it appears on the records of the Corporation. Such notice shall be deemed to have been given when deposited in the mail or the delivery service. Notice may also be given by facsimile, electronic mail, or hand delivery, and will be deemed given when sent.  All notices shall state the purpose of the meeting.

Section 8.2

Force and Effect of Bylaws.
These Bylaws are subject to the provisions of the Act and the Certificate of Incorporation as it may be amended from time to time. If any provision in these Bylaws is inconsistent with a provision in the Act or the Certificate of Incorporation, the provision of the Act or Certificate of Incorporation shall govern to the extent of any inconsistency.

Article 9:

Indemnification

Section 9.1

Indemnification.
The Corporation shall indemnify any Director, Officer, or agent or any former Director, Officer or agent against any and all expenses and liabilities incurred by him or her in connection with any claim, action, suit, or proceeding to which he or she is made a party or who appears as a witness by reason of being a Director, Officer, or agent of the Corporation if (a) such director, officer or agent acted in good faith in a manner he or she reasonably believed to be not opposed to the best interest of the Corporation; and (b) with respect to any criminal proceeding, such Director, Officer or agent had no reasonable cause to believe his or her conduct was unlawful. The Corporation shall advance the payment of such reasonable expenses incurred by a Director, Officer, or agent of the Corporation in defending a civil or criminal action prior to the final disposition of such action or proceeding on such terms and conditions as may be provided under the Act provided the Corporation obtains a written undertaking that such Director, Officer, or employee shall repay such expenses if it should be ultimately determined that he or she is not entitled to indemnification under this Article. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which the indemnified may be entitled.

Section 9.2

Directors and Officers Insurance.
The Corporation shall maintain Directors and Officers Liability Insurance to assist in funding the indemnification set forth in Section 9.1.

Article 10:

Rules of Order

 

The rules contained in the current edition of Robert's Rules of Order shall govern the conduct of meetings of the Corporation in all cause to which they are applicable and in which they are not inconsistent with the Bylaws.

Article 11:

Dissolution

 

The Corporation shall use its funds only to accomplish the purposes specified in these Bylaws and no part of said funds shall inure, or be distributed, to the members of the Corporation. Upon dissolution of the Corporation, any assets remaining shall be distributed to one or more organizations which qualifies for exemption under the provision of Section 501(c) (6) of the United States Internal Revenue Code and Regulations as they now or may hereafter exist, as designated by the Board of Directors. Dissolution of the Corporation shall be determined by a majority vote of the Directors, in the manner provided by applicable law with written notice of the proposed dissolution given to the members at least thirty days (30) before the date of the meeting at which the issue is to be considered. Dissolution of the Corporation shall be approved by a majority affirmative vote of the members present and voting at a special meeting of the Corporation called for this purpose.

Article 12:

Amendments

 

Proposed amendments to these bylaws shall be submitted in writing to the Board of Directors for review and approval. Once the proposed amendment(s) are submitted to the Board, the Board shall have full discretion to approve or disapprove the proposed amendment.  In order to approve a proposed amendment for presentation to the members, a majority of the board members present at the board meeting must vote in favor of the proposed amendment.  If the Board approves the proposed amendment, written notice of the proposed changes to the Bylaws shall be sent to all members of record thirty (30) days before the meeting at which the vote will occur. The notice of the meeting shall set forth a summary of the proposed amendments. Amendments to the Bylaws shall be approved by a majority affirmative vote of the members present and voting at any Annual Meeting or special meeting of the Corporation.