Revised August 2021
ARTICLE I: NAME, NATURE AND LOCATION
- The name of the corporation shall be the Greater New Jersey Motorcoach Association, Inc., a not for profit membership organization organized under the laws of the State of New Jersey.
- The registered office of the corporation shall be at such location as shall be designated by the Board of Directors.
- The corporation may also have offices at such places as the Board of Directors may from time to time appoint or the activities of the corporation may require.
ARTICLE II: MEMBERS AND VOTING POWERS
- Regular Membership shall be open to all motor carriers engaged in regular route and/or charter and special operations who have been continuously in operation for at least one year within the Greater New Jersey area. Each such member shall designate at least one, but not more than two, representative(s) to serve as a regular member of the corporation. Each motor carrier shall be entitled to cast one vote in the affairs and matters of the corporation. Each member shall be required to maintain a Satisfactory Safety Rating with the U.S. Department of Transportation.
- Associate Membership shall be open to tour operators who are interested in the well- being of bus transportation in the Greater New Jersey area and the goals of the corporation. Members under this category shall not be entitled to vote in the affairs and matters of the corporation.
- Allied Membership shall be open to manufacturers, suppliers, publishers, destinations and other entities or individuals providing support services to motor carriers, as herein above defined. Members under this category shall not be entitled to vote in the affairs and matters of the corporation.
- The Board of Directors may determine from time to time the amount of membership fee, if any, and annual dues payable by each category of membership.
- Any person, partnership, or corporation eligible for regular, associate, or allied membership may apply for membership by filing an application with the Secretary of the corporation or the Executive Director, and paying the prescribed dues fixed under these By-Laws.
- Any regular, associate, or allied member of the corporation may resign at any time by giving notice thereof in writing to the Secretary or the Executive Director, provided such member shall have paid all required fees then due. Any such member who resigns shall thereby release all his, her or it interest in the association and its assets. Upon written request signed by a former member and filed with the Secretary or the Executive Director, the Board of Directors may, by the affirmative vote of two-thirds (2/3) of the members of the Board, reinstate such former member to active membership upon such terms as the Board of Directors may deem appropriate.
- Any member may be suspended or expelled by a two-thirds (2/3) vote of the membership of the Board for nonpayment of membership dues or for any other action or conduct in violation of the provisions of the By-Laws. Any member who is expelled shall be deemed to have released all his or its interest in the corporation and its assets.
- Upon written request signed by a former member and filed with the Secretary, the Board of Directors may, by the affirmative vote of two-thirds (2/3) of the members of the Board, reinstate such former member to membership upon such terms as the Board of Directors may deem appropriate.
- Membership in this corporation is not transferable or assignable unless otherwise provided in the By-Laws.
ARTICLE III: MEETINGS OF MEMBERS
- Meetings of the members shall be held on an annual basis, or more frequently, at such place or places, either within or outside the State of New Jersey, as may from time to time by the Board of Directors.
- The Annual Meeting of the members shall be held between the first day of September and the last day of October of each year. At the Annual Meeting, members shall elect officers of the Board of Directors for the ensuing year and transact such other business as may be properly brought before the meeting. Failure to hold the Annual Meeting at the designated time, or to elect a sufficient number of directors at that meeting or any adjournment thereof, shall not affect otherwise valid corporate acts or cause a forfeiture or dissolution of the corporation.
- Special meetings of the members may be called by the President or the Board, or not less than 10% of the regular members. Upon the application of not less than 10% of all the members entitled to vote at a meeting, the Superior Court, in an action in which the Court may proceed in a summary manner, for good cause shown, may order a special meeting of the members to be called and held at a time and place, upon notice, and for the transaction of such business as may be designated in the Order.
- (a.) Written notice of the time, place and purpose of every meeting of members shall be given not less than 10 days before the date of the meeting, either personally or by email, mail or fax, to each member of record entitled to vote at the meeting.
(b.) When a meeting is adjourned to another time or place, it shall not be necessary to give notice of the adjourned meeting if the time and place to which the meeting is adjourned is announced at the meeting at which the adjournment is taken and at the adjourned meeting only business shall be transacted as might have been transacted at the original meeting.
- Twenty-five percent (25%) of the members of the corporation eligible to vote and in good standing, present in person or by proxy, at any duly called meeting of the members shall constitute a quorum. The affirmative vote of the majority of those members eligible to vote so present at any such meeting shall be sufficient to take any action or transact any business thereat.
- Each member of the corporation in good standing and eligible to vote shall at every meeting of the members be entitled to one vote in the election of Directors, and upon any other matter presented for action by the members. The vote of any member of the corporation may be cast by such member, through its representative or representatives, or by a proxy. No proxy shall be voted on after one year from its date unless said proxy provides for a longer period. Any proxy may be revoked and withdrawn at any time by the member who conferred such proxy by so notifying in writing the Secretary of the corporation and the person or persons to whom the proxy was originally given. No person other than a duly qualified active member entitled to vote and in good standing or a person properly authorized to represent such an active member can hold and exercise a proxy from any member of the corporation. The representatives appointed to act for any member eligible to vote shall, if present at the meeting, act jointly with respect to all matters presented for consideration of the members, casting one vote on behalf of any such member; provided, however, if only one of such representatives is present at any said meeting, he/she shall have sole authority to act officially for any such member.
- (a.) The members entitled to cast a majority of the votes at a meeting shall constitute a quorum at the meeting. The members present in person or by proxy at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. Less than a quorum may adjourn.
(b.) Whenever any class of members is entitled to vote separately on a specified item, the provisions of this section shall apply in determining the presence of a quorum of that class for the transaction of the specified item.
- The right of the members or any class to vote may be limited, enlarged, or denied to the extent specified in the By-Laws. Unless so limited, enlarged or denied, only the regular members shall be entitled to one vote on each matter submitted to a vote of members.
- Whenever any action is to be taken by vote of the members, it shall be authorized by a majority of the votes cast at a meeting of members by the members entitled to vote thereon.
- The corporation shall keep books and records of account and minutes of the proceedings of its members, Board and Executive Committee. The corporation shall make available for inspection at its principal business office, records containing the names and addresses of all members, the class of membership held by each and the dates when they respectively became members of record thereof, within 10 days after demand by a member entitled to inspect them.
ARTICLE IV: BOARD OF DIRECTORS
- The property, business, and the conduct of the affairs of the corporation shall be managed by the Board of Directors.
- The number of Directors which shall constitute the Board shall be a minimum of eleven (11) and there shall be no maximum number. The Directors may select a Nominating Committee which may, prior to the Annual Meeting, nominate members to the Board. Voting may, but need not, be by ballot and a plurality of the votes cast at the meeting shall elect. Voting may be conducted by email.
- Directors shall serve without compensation and each Director must be a representative of an active member of the corporation.
- The Board of Directors may appoint additional non-voting members to the Board from the Associate and Allied Member Categories who shall serve at the discretion of the Board of Directors.
- The Board of Directors shall delegate to its individual Board members matters for which the Board member will have responsibility for the collection and dissemination of information to the Board and the corporation. The Board may also authorize such Board member to act on behalf of the corporation regarding such matters.
- A Director may resign by written notice to the corporation. The resignation shall be effective upon receipt thereof by the corporation or at a subsequent time as specified in the notice of resignation.
- (a.) Any directorship not filled at the Annual Meeting and any vacancy, however caused, occurring in the Board may be filled by the affirmative vote of a majority of the remaining directors. A Director so elected by the Board shall hold office until the next succeeding annual meeting or until a successor is elected and qualified.
(b.) When one or more Directors shall resign from the Board effective at a future date, a majority of the Directors then in office, excluding those who have so resigned, may fill the vacancy or vacancies, the vote thereon to take effect when the resignation or resignations become effective. Each Director so chosen shall hold office as herein provided in the filling of other vacancies.
- One or more or all the Directors may be removed with or without cause by the affirmative vote of the majority of the votes cast by the members entitled to vote for the election of directors.
- (a.) A majority of the entire Board, or of any committee thereof, shall constitute a quorum for the transaction of business.
(b.) The act of the majority present at a meeting at which a quorum is present shall be the act of the Board.
- (a.) The Board, by resolution adopted by a majority of the entire Board, may appoint from among the directors an executive committee, and one or more other committees, each of which shall have at least one or more members. To the extent provided in the resolution, each committee shall have and may exercise all the authority of the Board, except that no committee shall:
(1.) Make, alter, or repeal any by-laws of the corporation;
(2.) Elect or appoint any director, or remove any officer or Director;
(3.) Amend or repeal any resolution previously adopted by the Board.
(b.) The Board, by resolution adopted by a majority of the entire Board, may:
(1.) Fill any vacancy in any committee;
(2.) Appoint one or more Directors to serve as alternate members of any committee, to act in the absence or disability of members of any committee with all the powers of the absent or disabled members;
(3.) Abolish any committee at its pleasure; and
(4.) Remove any Director from membership on a committee at any time, with or without cause.
(5.) Appoint members-at-large to serve on committees; they need to be an Association member, but do not need to be a Director on the Board.
(c.) Actions taken at a meeting of any committee shall be reported to the Board at its next meeting; except that, when the meeting of the Board is held within two (2) days after the committee meeting, the report shall, if not made at the first meeting, be made to the Board at its second meeting following the committee meeting.
(d) The designation of any committee and the delegation thereto of authority shall not operate to relieve the Board, or any member thereof, of any responsibility imposed by law.
- (a.) Meetings of the Board may be held either within or without this State.
(b.) A regular meeting of the Board of Directors for the election of officers and the transaction of such other business as may come before the meeting shall be held immediately following the annual meeting of the members of the corporation.
(c.) Special meetings of the Board of Directors may be called by the President on five (5) days’ notice to each Director, either personally, by mail, fax or by email. Special meetings shall be called by the Secretary, the Executive Director or Committee Chairs in like manner and on like notice.
- Directors and members of any committee designated by the Board shall discharge their duties in good faith and with that degree of diligence, care, and skill which ordinarily prudent persons would exercise under similar circumstances in like position. In discharging their duties, directors and members of any committee designated by the Board shall not be liable if, acting in good faith.
ARTICLE V: OFFICERS
- (a.) The Board of Directors at each annual meeting or following the annual meeting of the members of the corporation, shall elect a President, one or more Vice Presidents, a Secretary, and a Treasurer. The Board of Directors may also appoint such other officers as it shall deem necessary and may prescribe their duties.
(b.) Any officer elected or appointed as herein provided shall hold office for the term of one year or until a successor is elected or appointed and has qualified, subject to earlier termination by removal or resignation.
(c.) The President shall be the chief executive officer of the corporation; he/she shall preside at all meetings of the members and directors; he/she shall have general and active management of the affairs of the corporation; shall see that all orders and resolutions of the Board are carried into effect, subject, however, to the right of the directors to delegate any specific powers, except such as may be by statute exclusively conferred on the president, to any other officer or officers of the corporation. He/she shall execute bonds, mortgages and other documents requiring a seal, under the seal of the corporation. He/she shall be an EX-OFFICIO member of all committees and shall have the general powers and duties of supervision and management usually vested in the office of President.
(d.) The Vice President shall act in all cases for and as the President in the latter’s absence or incapacity and shall perform such other duties as he/she may be required to do from time to time.
(e.) The Secretary shall attend all sessions of the Board and all meetings of the members and act as clerk thereof, and record all the votes of the corporation and the minutes of all its transactions in a book to be kept for that purpose; and shall perform like duties for all committees of the Board of Directors when required. He/she shall give, or cause to be given, notice of all meetings of the members and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or president, under whose supervision he/she shall be. He/she shall keep in safe custody the corporate seal of the corporation, and when authorized by the Board, affix the same to any instrument requiring it. The duties of the Secretary may be delegated to an Executive Director with the exception of certifying to Resolutions or other documents requiring the signature of the President of the corporation.
(f.) The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall keep the monies of the corporation in a separate account to the credit of the corporation. He/she shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the president and directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as treasurer and of the financial condition of the corporation.
- (a.) Any officer elected or appointed by the Board may be removed by the Board with or without cause.
(b.) An officer may resign by written notice to the Board of Directors. The resignation shall be effective upon receipt thereof by the Board or at a subsequent time as shall be specified in the notice of resignation.
(c.) Any vacancy occurring among the officers, however caused, shall be filled in the manner provided in the By-Laws. In the absence of such a provision, any vacancy shall be filled by the Board.
- Officers shall serve without compensation except that they shall be reimbursed for expenses advanced on behalf of their duties as officers of the corporation.
ARTICLE VI: SALE OR OTHER DISPOSITION OF ASSETS IN REGULAR COURSE OF ACTIVITIES AND MORTGAGE OR PLEDGE OF ASSETS
- The sale, lease, exchange, or other disposition of all, or substantially all, of the assets of the corporation in the usual and regular course of its activities as conducted by the corporation, and the mortgage or pledge of any or all the assets of the corporation whether or not in the usual and regular course of activities as conducted by the corporation, may be made upon terms and conditions and for a consideration, which may consist in whole or in part of money or property, real or personal, including shares, bonds or other securities of any domestic corporation, foreign corporation, or any corporate business entity as shall be authorized by its Board. No approval of the members shall be required.
ARTICLE VII: SALE OR OTHER DISPOSITION OF ASSETS OTHER THAN IN REGULAR COURSE OF ACTIVITIES
- (a.) The sale, lease, exchange, or other disposition of all, or substantially all, the assets of the corporation, if not in the usual and regular course of its activities as conducted by the corporation, may be made upon terms and conditions and for a consideration, which may consist in whole or in part of money or property, real or personal, including shares, bonds or other securities of any corporation, domestic or foreign, or any corporate business entity as may be authorized in the following manner:
(1.) The Board shall recommend such sale, lease, exchange, or other disposition and direct that it be submitted to a vote at a meeting of members;
(2.) Written notice shall be given not less than 20 nor more than 60 days before the meeting to each member of record whether or not at the meeting, in the manner provided in this act for the giving of notice of meetings of members, and the notice shall include, or shall be accompanied by a statement summarizing the principal terms of the proposed transaction;
(3.) At the meeting, the members may approve the sale, lease, exchange, or other disposition and may fix, or may authorize the Board to fix, any or all of the terms and conditions thereof and the consideration to be received by the corporation therefor; the sale, lease, exchange or other disposition shall be approved upon receiving the affirmative vote of two-thirds of the votes cast by the members entitled to vote thereon, and, if any class of shares is entitled to vote thereon as a class, the affirmative vote of two-thirds of the votes cast in each class vote; and the voting requirement of this paragraph shall be subject to such greater or lesser requirements as are adopted pursuant to section l5A:5C12.
(b.) Notwithstanding the approval or authorization by the members, the Board may abandon the sale, lease, exchange or other disposition of assets, subject to the rights of third parties under any contracts relating thereto, without further action by the members.
(c.) The sale, lease, exchange or other disposition of all, or substantially all, the assets of one or more subsidiaries of the corporation, if not in the usual and regular course of activities as conducted by the subsidiary or subsidiaries, shall be treated as a disposition within the meaning of subsection a. of this section if the subsidiary or subsidiaries constitute all, or substantially all, the assets of the corporation.
ARTICLE VIII: MISCELLANEOUS PROVISIONS
- The fiscal year of the corporation and membership renewal for all members (Regular, Allied, Associate and Sponsors) shall begin on the first day of January. The accounting method for the financials is on an accrual (vs. cash) basis. The Board shall appoint a CPA firm annually to conduct a general review of the financial records and for tax preparation.
ARTICLE IX: AMENDMENTS
- The members entitled to vote shall have the power to make, alter, and repeal the By-Laws of the corporation at the annual meeting or by special meetings called by the Board of Directors, provided that notice of said meeting and the subject matter of the amendment, be made known, and the proposed text of the amendment shall be included in said notice.
- All amendments to the By-Laws shall be put into effect by a majority vote of the members.
- The Board of Directors shall, in an emergency situation, have the power to, by majority vote, amend the By-Laws, but must then schedule a special meeting of the corporation to take place no later than 30 days after the effective date of the amendment at which meeting the amendment shall be dissolved unless ratified by the majority vote of the members at the meeting.