VVNA Bylaws

Bylaws of the Van Vorst Neighborhood Association

A Corporation Not for Profit

The Barrow Mansion 83 Wayne Street

Jersey City, New Jersey 07302

Latest version dated January 8th, 2024

Article I.: MEMBERSHIP

Section 1: Qualifications

Membership is open to individuals and small businesses.

Small businesses are defined as locally operated and having less than or equal to 10 full time employees.

To become a member of the Association, the person and or small business must:

reside within the boundaries as shown in the accompanying map, and
individuals must be over 18 years of age.

Section 2: Status of Non-Members

Non-members may attend all general meetings but have no voting rights.

Section 3: Voting Rights

Each member (including individuals and small businesses) shall be entitled to one vote on each issue submitted to a vote of the Association, subject to these limitations:

members must have attended at least three of the last six general meetings, as evidenced by the sign-in record.

Section 4: Transfer of Membership

Membership in this Association is neither transferable nor assignable to any other person, group or other entity.

Section 5: Termination of Membership

A member who moves out of the Associations boundaries forfeits membership in the Association.

A member may be expelled or suspended for cause, after an appropriate hearing provided that 2/3 of the members present at a general meeting so vote, and 2/3 of the Directors present concur.

Section 6: Dues

Members pay no dues.

Article II. MEETINGS OF MEMBERS

Section 1: General Meetings

General meetings of Association members shall be held on the third Tuesday of every month at 7:00pm at the Barrow Mansion, 83 Wayne Street, Jersey City, New Jersey 07302. The meetings can be attended in person or online (via Zoom, Webex, or any other preferred viewing platform the Association utilizes). The date and time of the general meeting can be changed by the Board.

Section 2: Special Meetings

A Special Meeting of the members may be called by the President, or by the Board of Directors, or by at least 10 members who sign a petition which states the purpose of the meeting. The petition must be delivered to any officer of the Association at least 10 business days in advance.

Section 3: Notice of Meetings

The Secretary shall see that notice for all General and Special meetings is publicized at least five days in advance.

Section 4: Quorum

At least 10 members must be present in person or virtually at either a General and Special Meeting to constitute a quorum for a valid meeting or for the purpose of voting. Three of these 10 members must be members of the Board of Directors of the Association.

Section 5: Manner of Voting

A member must vote in person or live online. There shall be no voting by proxy, by mail or by substitute representative.

Section 6: Conduct of Meetings

All meetings shall be conducted according to the parliamentary procedure of the latest revised edition of Roberts Rules of Order.

Article III. OFFICERS OF THE ASSOCIATION

Section 1: Officers

The officers of the Association shall be, in descending order of rank, a President, a First Vice President, a Second Vice President, a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of this article.

New Officer positions can be created by the approval of at least two-thirds of members present at a general meeting. New positions must be filled using the same election in accordance with the provisions of this article.

Section 2: President

The President shall be the principal executive officer of the Association, chairperson of the Board of Directors, and shall, in general, supervise and control all of the business and affairs of the Association. The President shall preside at all meetings of the members and of the Board of Directors.

The President may sign with the Treasurer or other proper officer authorized by the Board of Directors any checks, contracts, deeds mortgages, bonds, notes, or other instruments that the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, or by these Bylaws, or by statute to some other officer or agent of the Association.

In general, the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

The President shall supervise the election of the Election Officer in the regular September meeting of the members.

The President shall create committees and appoint their chairpersons and members as the need arises. These committees shall continue in existence until abolished by the President or until they are no longer necessary.

The President shall, as a member of the Board of Directors, consult with them on all matters of significance and relevance to the Association and act in concert with them on such matters.

The President may write a letter explaining the policy decisions of the Association, and may attend public meetings where an explanation of those policies are required. However, at least two other officers of the Corporation must approve the final copy of each letter before it is sent. A copy of all letters from the Association must be given to the Secretary for the files.

The President shall be responsible for seeing that all necessary federal, state and local income tax returns, or any other tax returns are filed on time each quarter, year or other time period, for the Association.

Section 3: First Vice President

In the absence of the President or in the event of his or her inability or refusal to act, the First Vice President shall perform the duties of the President, and when, so acting, shall have all the powers of and be subject to all the restrictions of the President.

The First Vice President shall perform such other duties from time to time as may be assigned by the President or the Board of Directors.

Section 4: Second Vice President

In the absence of the President and First Vice President, or in the event of their inability or refusal to act, the Second Vice President shall perform the duties of President, and when so acting, shall have all the powers of and be subject to all the restrictions of the President.

The Second Vice President shall perform such other duties from time to time as may be assigned by the President or the Board of Directors.

Section 5: Secretary

The Secretary shall keep the minutes of the general and special meetings. The Secretary shall, from time to time, create a registrar of the name and email of each member. Members of the Board of Directors or Chairpersons of the Association Committees may request a copy of the latest registrar. Data will be used for the purposes of monitoring attendance, and will not be sold or provided to any third parties.

The Secretary may release a copy of the registrar only with the concurrence of three other elected and appointed Directors. The registrar, however is to be treated as confidential and is not be distributed to anyone outside the Association or to other unauthorized persons.

The Secretary shall keep the general meeting attendance records, and shall provide the Election Officer with (a) list of members who are eligible to be nominated for office in the October meeting, and (b) a list of members who are entitled to vote at the November meeting.

The Secretary shall perform all duties incident to the office of Secretary and such other duties as time to time may be assigned by the President or the Board of Directors.

Section 6: Treasurer

The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Association; shall receive and give receipts for money due and payable to the Association from any source whatsoever and deposit all such monies in the name of the Association in such banks, trust companies or other depositories as shall be selected by the Board of Director, and in general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President of the Board of Directors

Article IV. BOARD OF DIRECTORS

Section 1: Qualifications and Term of Office

The Board of Directors shall consist of seven Elected Directors and a maximum of two Appointed Directors. Small business members are not eligible to join the board of Directors. Elected Directors must live within the Association's boundaries throughout their term.

Appointed Directors may live outside the Association’s boundaries.

The elected Directors include the five officers of the Association and two Directors At Large to be elected at the same time and in the same manner as the five officers.

Each elected Director shall hold office beginning in December of the year elected and shall serve:

through November of the ending term year or,
until resignation or,
after moving outside the Associations boundaries

Each of the five elected Directors may hold the same office for a maximum of two consecutive full terms, or four consecutive years. There is no such limitation for appointed Directors.

The Past President is encouraged to remain in a non-voting ex-officio role for one year following their departure.

Section 2: General Powers

The affairs of the Association shall be managed by its Board of Directors in accordance with the requirements of the Certificate of Incorporation, the Bylaws, and the will of the membership as expressed by its vote.

All Directors, elected or appointed, are entitled to vote at all general and special meetings of all members.

The Board of Directors, in its discretion, may approve expenditure of funds up to a maximum of $1,000.00 per item, with the sum of all items for one month not to exceed $1,000.00.

Expenditures for an item, or the sum of all items for one month, costing more than $1,000.00 must be specifically approved by a majority vote at a general or special meeting.

No member of the Board of Directors may, in the name of the Association, take any public action or issue press statements publicly, on Association social media, etc. without first obtaining the approval of a majority of members at a regular or special meeting.

Members may represent their personal views, but not the Association.

Section 3: Regular Meetings of the Board

Within four weeks following the Annual Election of officers, the newly elected Board shall meet at a time and place within the Association’s boundaries satisfactory to them. The purpose of this meeting is to formulate proposals for Association activities for the forthcoming year and to review and evaluate the prior year’s activities. The President will then report to the members as the first order of business at the next general meeting. The Board of Directors may provide by resolution in time and place for the holding of additional regular meetings of the Board without other notice than such resolution.

Section 4: Special Meetings of the Board

A special meeting of the Board of Directors may be called by the President or any two other elected Directors. Whoever calls the special meeting must fix a reasonable time and place within the Association area for the holding of the meeting. Notice of the meeting must be in a timely manner by telephone, email, personal communication or mail.

Section 5: Quorum

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

Section 6: Manner of Acting

The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless a greater number is required by law, by the Certificate of Incorporation, or the Bylaws.

Section 7: Vacancy

Any vacancy occurring in the Board of Directors because of death, resignation, removal, relocation, disqualification or otherwise, shall be filled thusly:

A vacancy in the office of the President shall be filled by the First Vice President; a vacancy in the office of the First Vice President shall be filled by the Second Vice President. In either case, a new Second Vice President shall be chosen by a majority vote of the Board of Directors.

A vacancy in the office of Secretary, Treasurer of At Large Directorship shall likewise be filled by majority vote of the Board of Directors.

All current Directors, both elected and appointed, must vote on the question of filling the vacancy. In the event of a tie vote, the highest-ranking elected Director must abstain.

A Director selected to fill a vacancy shall serve only for the unexpired term of his predecessor.

Section 8: Removal of Elected Directors

Removal of an Elected Director requires two separate actions:

first, two-thirds of the members present at a regular meeting must vote for removal, and;
a majority of the remaining Directors must also favor removal. The two votes must be taken within one week of each other.

Upon obtaining the required vote for removal by the members, the Directors shall be suspended from office. Upon obtaining the required vote for removal by the Board of Directors, the Director shall be removed immediately.

If the Board of Directors does not vote in favor of removal, the Board immediately shall so report to the members and the Director shall resume duties of that Director’s office.

Section 9: Removal of Appointed Directors

The two Directors appointed by the President may be removed from the Board of Directors by the President, subject to a majority vote of the membership at a general meeting.

Upon removal by the President, the Director shall be suspended from office. Upon obtaining the affirmative vote of a majority of the members, Directors shall be removed immediately.

Section 10: Compensation

Directors receive no salary for their services, but by resolution by the Board of Directors and majority approval of the members, any Director may be indemnified for expenses and costs, including attorney fees actually and necessarily incurred by the Director in connection with any claim asserted against him or her, by action in court or otherwise, by reason of his or her being or having Director, except in relation to such matters as to which he or she shall have been guilty of negligence or misconduct in respect of the matter in which indemnity is sought.

Article V. ELECTION PROCEDURES

Section 1: Election Officer

During the September membership meeting, the President shall supervise the election of an Election Officer who will be nominated from and then elected by a majority vote of the members.

The Election Officer must be a member of the Association. The Election Officer cannot be a candidate for any Directors office while serving as the Election Officer.

Section 2: Duties - Nominations

Upon election at the September meeting, the Election Officer will obtain from the Secretary a list of individual members who have attended three or more meetings since November of the previous year and who are therefore eligible to be nominated. Small businesses are not eligible to hold board positions, and therefore are not eligible to be nominated.

At the October meeting, the Election Officer will receive names of individual nominees for all seven Directors offices. Other names may be placed in nomination in writing, if delivered, emailed, or mailed to the Election Officer and received by the Election Officer at least 10 business days prior to the November meeting.

Only members may place names in nomination. Names placed in nomination need not be seconded by another member.

The Election Officer will verify that all nominees for office have indicated a willingness to serve if elected.

Section 3: Duties - Elections

The Election Officer will conduct the election during the November membership meeting. The Election Officer will announce the names of all persons nominated for each office prior to distributing ballots. Nominees may be asked to make a short statement prior to taking the vote. At the November meeting, the Election Officer will obtain from the Secretary a list of members who have attended at least three meetings since November of the previous year and are eligible to vote. The Election Office will distribute ballots only to members meeting the attendance requirement.

Voting will be handled anonymously both in person and virtually, if applicable. The Election Office will tabulate all votes and announce the results at the conclusion of the meeting.

If there is only one nominee for each of the seven elected positions, the Election Officer announces that fact during the meeting and at the conclusion of the meeting the President will announce the names of the members of the new board who take office without contest.

Section 4: Election by Majority Vote

To hold a valid election, there must be at least ten members present.

A Majority vote of the members present and voting will determine the winner of each Director’s office.

If no candidate achieves a majority vote for an office, the Election Officer will hold a runoff election immediately between the two people with the most votes.

The outgoing officer must arrange an orderly transfer of records to the newly elected officers. The Secretary must complete the minutes of the November meeting and give them, together with all other Secretary’s records, to the newly-elected Secretary. The Treasurer must, within two weeks’ time, transfer the checks and financial records to the newly- elected Treasurer who must arrange for new signature cards at the Bank where the Associations account is kept.

Section 5: Appointed Directors

The President may appoint (or reappoint) a maximum of two appointed Directors at the November general meeting. Small business members are not eligible for board positions. Newly appointed Directors must be approved by the general membership immediately following appointment.

Previously appointed Directors may be re-approved by the membership every two years upon the request of the newly-elected President at the November general meeting. Failure by the President to call for a vote of re-approval terminates the directorship of the appointed Director.

Article VI AMENDMENTS TO THE BYLAWS

Amendments to the Bylaws shall be made in accordance with the provisions of Article Fifteen of the Certificate of Incorporation.

Article VII CONFLICT OF PROVISIONS

In case of any conflict in provisions between the Certificate of Incorporation and the Bylaws, the provisions in the Certificate of Incorporation shall govern.