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About

Bylaws of Educational Leadership Foundation of New Jersey, Inc.

Article I

Name

The name of this corporation (hereinafter referred to as the "Foundation") is:

EDUCATIONAL LEADERSHIP FOUNDATION OF NEW JERSEY, INC.

Article II

Purposes and Limitations

Section 1. Purposes. The Foundation shall be organized and operated exclusively as an educational organization within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as the same may be amended or supplemented (hereinafter referred to as the “IRC”). Specifically, the Foundation is organized:

(i) To advance, encourage and support the improvement of the public education system in the State of New Jersey by providing research, training and education to New Jersey’s school district boards of education, public charter school boards of trustees, and other public entities and nonprofit organizations working to improve educational affairs in the State of New Jersey;

(ii) To make charitable contributions and grants to nonprofit organizations exempt from federal income tax under IRC Section 501(c)(3), as well as governmental units and other nonprofit organizations, that promote and further the purposes described in Section (i) above; and

(iii) To exercise any other powers conferred upon corporations organized pursuant to the provisions of the New Jersey Nonprofit Corporation Act (the "Act"), subject to the restrictions and limitations set forth herein and in Sections 2 of this Article II.

Section 2. Limitations.

(i) Notwithstanding any other provision of these Bylaws, the Foundation shall not carry on any other activities not permitted to be carried on: (i) by a corporation exempt from federal income tax under IRC Section 501(c)(3); or (ii) by a corporation contributions to which are deductible under IRC Section 170(c)(2).

(ii) No substantial part of the activities of the Foundation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Foundation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.

Article III

Offices

The Foundation shall maintain in New Jersey a registered office and a registered agent at such office, and may have other offices within or without New Jersey as shall be determined by the Board of Trustees.

Article IV

Members

The Foundation shall have no members.

Article V

Board of Trustees

Section 1. General Powers. The affairs of the Foundation shall be managed by its Board of Trustees. It shall be the Board of Trustees' duty to carry out the objectives and purposes of the Foundation, and to this end the Board of Trustees may exercise all powers of the Foundation. The Board of Trustees shall be subject to the restrictions and obligations set forth by law and in the Foundation’s Certificate of Incorporation and these Bylaws.

Section 2. Qualifications, Composition, Election, Term. Trustees shall be at least eighteen (18) years of age but need not be residents of New Jersey. The number of Trustees shall be not less than twelve (12), eleven (11) voting members, of which two (2) will be the Immediate Past President and the Vice President for Finance of the NJSBA and one (1) non-voting member, who shall be the CEO, such number which shall be fixed from time to time by resolution adopted by two-thirds (2/3) of the Board of Trustees. The CEO of the Foundation, described in Article VIII below, shall be a permanent ex-officio, non-voting member of the Board of Trustees. All other Trustees shall be elected by the Board of Trustees by the affirmative vote of a majority of the Board of Trustees present at any meeting of the Board of Trustees at which a quorum is present. Each Trustee shall hold office for a two (2)-year term; provided, however, that Trustees shall serve until their successors have been duly elected and have qualified. The terms of Trustees may be staggered, so as to not all expire at the same time, to the extent and as determined by the Board of Trustees. To this end, the term(s) of one (1) or more Trustees may be extended or abbreviated, to the extent and as determined by the Board of Trustees.

Section 3. Regular Meetings. The annual meeting of the Board of Trustees shall be held each year at such time and place, either within or without New Jersey, designated by resolution of the Board of Trustees. The Board of Trustees may provide by resolution the time and place, either within or without New Jersey, for the holding of additional regular meetings of the Board of Trustees.

Section 4. Special Meetings. Special meetings of the Board of Trustees may be called by or at the request of the Chairman or any two (2) Trustees. The person or persons authorized to call special meetings of the Board of Trustees may fix any place, either within or without New Jersey, as the place for holding any special meeting of the Board of Trustees called by them.

Section 5. Notice.

(i) Notice of any regular meeting of the Board of Trustees is not required 0other unless otherwise provided in these Bylaws or by resolution of the Board of Trustees.

(ii) Notice of any special meeting of the Board of Trustees shall be received by each Trustee by mail, overnight courier, telecopier, electronic mail, or other mode of written transmittal, not less than three (3) days before the time set for such a meeting, and must include the time, date, place and purpose of such meeting. Any Trustee may waive notice of any meeting before, at or after such meeting.

Section 6. Quorum. A majority of the Trustees in office shall constitute a quorum of the Board of Trustees for the transaction of business at any meeting of the Board. If less than a quorum is present at a meeting of the Board of Trustees, a majority of the Trustees present may adjourn the meeting without further notice.

Section 7. Manner of Acting.

(i) The act of a majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees, unless a greater number is required by law, by the Foundation’s Certificate of Incorporation, or by these Bylaws. Each Trustee shall have one (1) vote on all matters submitted to a vote of the Board of Trustees. The vote necessary to rescind or modify any duly approved act of the Board of Trustees shall be equal to or greater than the vote necessary to approve such action. Trustees may not vote by proxy.

(ii) The act of two-thirds (2/3) of the Trustees shall be required to approve amendment of the certificate of incorporation, a merger, a dissolution, or certain sales of substantially all of the assets of the Foundation.

Section 8. Teleconferencing. Any person participating in a meeting of the Board of Trustees may participate by means of conference telephone or by any means of communication by which all persons participating in the meeting are able to hear one another and otherwise fully participate in the meeting. Such participation shall constitute presence in person at the meeting.

Section 9. Action by Written Consent. Any action required to be taken or which may be taken at a meeting of the Board of Trustees may be taken without a meeting if two-thirds (2/3) of the Trustees entitled to vote on the action consent to the action in writing (including a fax or email from the Trustee), and the written consents are filed with the minutes of the Board. Such a written consent shall have the same effect as a vote of the Board of Trustees.

Section 10. Minutes and Parliamentary Procedure. The Secretary shall be responsible for ensuring that full minutes of each meeting of the Board of Trustees shall be recorded, containing results of the deliberations of the Board of Trustees. The minutes shall be submitted to the Board of Trustees for approval at the subsequent meeting of the Board of Trustees. All meetings of the Board of Trustees shall be conducted in accordance with the latest edition of Robert’s Rules of Order, to the extent that such parliamentary procedures are not inconsistent with these Bylaws, the Foundation’s Certificate of Incorporation, the Act, or rules adopted by the Board of Trustees for its own governance.

Section 11. Removal or Resignation of Trustees. One or more (but not all) of the Trustees may be removed from office for cause by the affirmative vote of a majority of all of the Trustees in office. Any Trustee may resign at any time by giving written notice to the Chairman, Secretary, or to the Board of Trustees. Such resignation shall take effect at the time specified in such notice, or, if no time is specified, at the time such resignation is received by the Foundation.

Section 12. Vacancies.

(i) Any vacancy occurring on the Board of Trustees by reason of a Trustee’s death, resignation, removal, or inability to serve may be filled at any meeting of the Board of Trustees by the affirmative vote of a majority of the Trustees present at a meeting at which a quorum is present. A Trustee selected to fill such a vacancy shall be elected for and shall serve the unexpired term of his or her predecessor in office.

(ii) Any vacancy occurring on the Board of Trustees by reason of an increase in the number of Trustees may be filled at the annual meeting of the Board of Trustees, or at a special meeting of the Board called for that purpose, by the same number of votes required to elect a Trustee under Section 2 of this Article V.

Article VI

Officers

Section 1. Definition of Officers. The Officers of the Foundation shall be a Chairman, Secretary, Treasurer, and such other Officers as may be determined by the Board of Trustees. The Board of Trustees may elect such other Officers as it shall deem necessary and proper, such Officers to be vested with such authority and to be obligated to perform such duties as shall be prescribed by the Board of Trustees.

Section 2. Election, Term and Qualifications. The Officers of the Foundation shall be elected by the Board of Trustees by the affirmative vote of a majority of the Board of Trustees present at any meeting at which a quorum is present. Each Officer shall hold office for a two (2)-year term; provided, however, that Officers shall serve until their successors have been duly elected and have qualified. There shall be no limit on the number of terms, consecutive or otherwise, that an Officer may serve. The terms of Officers may be staggered, so as to not all expire at the same time, to the extent and as determined by the Board of Trustees. To this end, the term(s) of one (1) or more Officers may be extended or abbreviated, to the extent and as determined by the Board of Trustees. Officers shall be at least eighteen (18) years of age but need not be residents of New Jersey.

Section 3. Removal or Resignation of Officers. Any Officer may be removed from office at any time, with or without cause, by the affirmative vote of a majority of the Board of Trustees present at a meeting at which a quorum is present, whenever in their judgment the best interests of the Foundation would be served thereby. Any Officer may resign at any time by giving written notice to the Chairman, Secretary, or to the Board of Trustees. Such resignation shall take effect at the time specified in such notice, or, if no time is specified, at the time such resignation is received by the Foundation.

Section 4. Vacancies. A vacancy in any Officership because of death, resignation, removal, disqualification, or otherwise, may be filled at any time by the Board of Trustees for the unexpired portion of the term. Vacancies may be filled or new offices created and filled at any meeting of the Board of Trustees. Such action shall be effected by the affirmative vote of a majority of the Board of Trustees present at a meeting at which a quorum is present.

Section 5. Chair. The Chair is the chief elected officer and shall chair the Board of Trustees in its management of the affairs and the execution of the mission, strategic plan, objectives, goals and purposes of the Foundation, and adoption of policy to govern the affairs of the. The Chair in general shall perform all duties incident to the office of a corporation’s president as set forth by law and such other duties as may be prescribed by the Board of Trustees from time to time, together with the CEO.

Section 6. Secretary. The Secretary shall record and keep the minutes of the meetings of the Board of Trustees in one (1) or more books provided for such purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be the custodian of the corporate records, including but not limited to all correspondence of the Foundation; be the custodian of the seal of the Foundation; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Chair or the Board of Trustees.

Section 7. Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Foundation; receive and give receipts for monies due and payable to the Foundation from any sources whatsoever, and deposit all such monies in the name of the Foundation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these Bylaws; and in general perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Chair or the Board of Trustees. If required by the Board of Trustees, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Trustees shall determine.

Section 8. Delegation of Duties. One (1) or more duties of any Officer of the Foundation may be expressly delegated by the Board of Trustees or by such Officer to one (1) or more other Officers, employees or agents of the Foundation, provided that if such delegation is not to another Officer, then the Officer shall supervise and oversee the actions of such employees or agents. Actions taken by Officers, employees or agents of the Foundation shall in all instances be subject to Article XVI (Declaration of Policy) of these Bylaws, relating to limitations of responsibility and authority and restricting commitments on behalf of the Foundation and in matters of policy.

Article VII

Committees

Section 1. Committees of the Board of Trustees. The Board of Trustees, by resolution adopted by a majority of all of the Trustees in office, may appoint from among the Trustees an executive committee and one or more other committees, each of which shall have at least one (1) or more members. To the extent provided in the resolution, each committee may have and exercise all the authority of the Board of Trustees, except that no committee shall have the authority to: make, alter or repeal any bylaw of the Foundation; elect or appoint any Trustee, or remove any Officer or Trustee; or amend or repeal any action previously adopted by the Board. The designation of any committee and the delegation of authority thereto shall not operate to relieve the Board of Trustees, or any individual Trustee, of any responsibility imposed upon them by law.

Section 2. Advisory Committees. Other committees not having and exercising the authority of the Board of Trustees in the management of the Foundation, which shall be solely advisory in nature, may be designated by a resolution adopted by a majority of the Trustees present at a meeting at which a quorum is present. Except as otherwise provided in such resolutions, the members of such committees need not be Trustees.

Section 3. Term of Office. Each committee member shall continue as such until his or her successor is appointed, unless the committee is sooner terminated, or unless such member ceases to qualify, is removed, or resigns as a member of such committee.

Section 4. Removal or Resignation of Committee Members. Any committee member may be removed from any committee at any time, with or without cause, in the same manner and by the same vote as required to appoint such committee member. Any committee member may resign from a committee at any time by giving written notice to the Chairman, Secretary, or to the Board of Trustees. Such resignation shall take effect at the time specified in such notice, or, if no time is specified, at the time such resignation is received by the Foundation.

Section 5. Chair. One (1) member of each committee shall be appointed as chair of such committee by the Chairman, unless the appointment of such chair shall be made by resolution of the Board of Trustees.

Section 6. Vacancies. Vacancies in the membership of any committee may be filled at any time by appointments made in the same manner and by the same vote as required in the case of the original appointments.

Section 7. Quorum and Manner of Acting. Unless otherwise provided in the resolution of the Board of Trustees designating a committee, a majority of all voting members of a committee shall constitute a quorum, and the act of a majority of the committee’s voting members present at a meeting at which a quorum is present shall constitute the act of the committee. Every committee member shall have one (1) vote on all matters submitted to a vote of the committee, unless a committee member is designated by the Board of Trustees as a non-voting committee member. No proxy voting by committee members shall be permitted; however, the Board of Trustees, by resolution, may designate one or more Trustees to serve as alternate members of any committee.

Section 8. Meeting Procedures. The committee’s chair shall notify members of a committee of its meeting or meetings. Full minutes of each meeting shall be recorded by the a secretary appointed by the committee’s chair, containing results of the deliberations of any committee with recommendations, if any. Actions taken at a committee meeting shall be reported to the Board of Trustees at the Board’s next meeting following the committee meeting; full minutes of each committee meeting shall be submitted within thirty (30) days of to the Board of Trustees. Any person participating in a meeting of any committee may participate by means of conference telephone or by any means of communication by which all persons participating in the meeting are able to hear one another and otherwise fully participate in the meeting. Such participation shall constitute presence in person at the meeting. Any action required to be taken or which may be taken at a meeting of any committee may be taken without a meeting if all of the committee members entitled to vote on the action consent to the action in writing, and the written consents are filed with the minutes of the committee. Such a unanimous written consent shall have the same effect as a unanimous vote of the committee members. All committee meetings shall be conducted in accordance with the latest edition of Robert’s Rules of Order, to the extent that such parliamentary procedures are not inconsistent with these Bylaws, the Foundation’s Certificate of Incorporation, the Act, or rules adopted by the Board of Trustees.

Section 9. Termination of Committees. The Board of Trustees may terminate any committee by resolution in the same manner and by the same vote as required to create the committee.

Section 10. Limitation on Delegated Authority. Actions taken by committees shall in all instances be subject to Article XVI (Declaration of Policy) of these Bylaws, relating to limitations of responsibility and authority and restricting commitments on behalf of the Foundation and in matters of policy.

Article VIII

Chief Executive Officer

The Chief Executive Officer (“CEO”) shall exercise general supervision of all operations and personnel of the Foundation, pursuant to the direction and oversight of the Board of Trustess and shall report regularly to the Board of Trustees. The CEO shall be the Executive Director of the NJSBA and, as provided in Article V, Section 2 above, shall serve as an ex-officio, permanent non-voting member of the Board of Trustees. The CEO may sign any contracts, deeds, mortgages, and/or other instruments which the Board of Trustees has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Trustees or by these Bylaws or by law to some other Officer or agent of the Foundation. The CEO shall supervise and provide direction to any employees of, or paid contractors to, the Foundation, if any, on a regular basis.

Article IX

Employees and Contractors

One (1) or more employees or contractors, if such employees or contractors are deemed necessary by the Board of Trustees, may be hired on a full- or part-time basis, on a temporary or permanent basis, and/or on an employment [or ]contract basis, by the CEO, upon notice to the Board of Trustees. Additionally, the CEO may discipline or terminate employees upon notice to the Board of Trustees. To the extent required by the Act, employee benefit plans, including but not limited to those for compensation, bonuses, deferred compensation, medical services, accident, disability or unemployment benefits, shall be approved by the affirmative vote of the entire Board of Trustees.

Article X

Compensation

Officers and Trustees as such shall not receive any salary for their services; provided, however, that nothing herein contained shall be construed to preclude an Officer or Trustee from serving the Foundation in any other capacity and receiving reasonable compensation therefor.

Article XI

Inurement

No part of the net earnings of the Foundation shall inure to the benefit of, or be distributable to, its Officers, Trustees, committee members, employees, or other private persons, except that the Foundation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein.

Article XII

Conflicts of Interest

The Board of Directors shall adopt a conflict-of-interest policy and annual disclosure process that applies to all Officers and Directors of the Foundation.

Article XIII

Finances

Section 1. Fiscal Year. The fiscal year of the Foundation shall be such period established by the Board of Trustees.

Section 2. Contracts. The Board of Trustees may authorize any Officer or Officers, agent or agents of the Foundation, in addition to the Officers so authorized by these Bylaws, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the Foundation. Such authority may be general or confined to specific instances.

Section 3. Checks and Drafts. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Foundation, shall be signed by such Officer or Officers, or agent or agents of the Foundation, and in such manner, as shall be determined by resolution of the Board of Trustees. In the absence of such determination by the Board of Trustees, such instruments shall each be signed by the Chairman, Secretary, or Treasurer, and one (1) other Officer or Trustee of the Foundation.

Section 4. Deposits. All funds of the Foundation shall be deposited to the credit of the Foundation in such banks, trust companies, or other depositories as the Board of Trustees may select.

Article XIV

Books and Records

The Foundation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board of Trustees and committees having any of the authority of the Board of Trustees.

Article XV

Waiver of Notice

Whenever any notice whatsoever is required to be given under the provisions of the Act, the Foundation’s Certificate of Incorporation, or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at a meeting shall constitute a waiver of notice of such meeting, except where the person attends such meeting for the express purpose of objecting, at the commencement of such meeting, to the transaction of any business because the meeting was not lawfully called.

Article XVI

Declaration of Policy

Responsibility and authority for any declaration of Foundation policy, and/or endorsement, and/or rejection of any matter on any subject of policy, is reserved to the judgment and discretion of the Board of Trustees. Committees of the Foundation are not authorized directly or indirectly to commit the Foundation in any way or in any manner, financially or otherwise, without prior approval by the Board of Trustees, except as specified in the approved budget or in specific resolutions of the Board of Trustees. The Board of Trustees, except as herein otherwise provided, shall have control of the affairs of the Foundation, including all matters relating to the acquisition, holding, management, control, investment, and disposition of the funds and other property of the Foundation.

Article XVII

Limitation of Liability and Indemnification

Section 1. Limitation of Liability. To the fullest extent permitted by the Act and the IRC, the personal liability of the Officers and Trustees of the Foundation is hereby eliminated.

Section 2. Indemnification. To the fullest extent permitted by the Act and the IRC, the Foundation shall indemnify its Trustees, Officers, committee members, and employees.

Article XVIII

Duration and Dissolution

The duration of the Foundation shall be perpetual, except that it may be dissolved in the manner provided by the Act. Upon the dissolution of the Foundation, and after paying or making provision for the payment of all of the liabilities of the Foundation, all assets of the Foundation shall be distributed for one (1) or more of the Foundation’s exempt purposes within the meaning of IRC Section 501(c)(3), or shall be distributed to the federal government, or to a state or local government, for a public purpose, in such manner as the Board of Trustees shall determine.

Article XIX

Amendments

The power to adopt, amend or repeal these Bylaws shall rest with, and may be executed by, the Board of Trustees. These Bylaws may be altered, amended or repealed, and one (1) or more new Bylaws may be adopted, by the affirmative vote of two-thirds (2/3) of the entire Board of Trustees.

Article XX

Governing Law

All questions with respect to the construction of these Bylaws shall be determined in accordance with the applicable provisions of the laws of New Jersey.

Article XXI

Headings

The headings of these Bylaws are intended solely for the convenience of reference and are not intended for any purpose whatsoever to explain, modify or place any construction upon any of the provisions of these Bylaws.

Article XXII

Severability

All provisions of these Bylaws are severable. If any provision or portion hereof is determined to be unenforceable in arbitration or by a court of competent jurisdiction, then the remainder of the Bylaws shall remain in full effect.

Adopted by the Board of Trustees: January 15, 2009.

As amended by the Board of Trustees: May 13, 2009

As amended by the Board of Trustees: November 12, 2013