HPHA Bylaws

Jersey City, New Jersey
Amended: February 2012; February 2014

This organization is the Historic Paulus Hook Association (HPHA).

The Historic Paulus Hook Association, also known as the HPHA, was founded on Sunday, September 24, 1974 as a 501(c)(3) organization, to promote the common good of area residents, improve the quality of life, and advocate for open space, historic preservation, and responsible development in the Paulus Hook neighborhood of downtown Jersey City.

Article I: Members

Section One: Qualifications. To be a member of the Association, the person must be 1) a resident, property owner, or business owner within the boundaries of the Hudson River, the Morris Canal Tidewater Basin, Marin Boulevard, and Rail Road Avenue; and 2) over Eighteen years of age.

Section Two: Classes. Non-members may attend all general meetings as observers. They have no voting rights.

Section Three: Voting Rights. Each member shall be entitled to one vote on each issue submitted to a vote of the Association, subject to the following limitations:

In order to qualify to vote regarding the elections of officers and directors, the member must have attended at least three of the general meetings held during the previous twelve (12) months prior to the meeting in which the election is to be held. Thus a total of three (3) meetings will have been attended by the member in the last twelve months, not including the annual elections of officers and directors meeting.
In order to qualify to vote regarding:
1. Any change in the Certificate of Incorporation or Bylaws,
2. Expenditure of Association funds,
Members must sign he meeting attendance sheet during the general meeting as provided by the Secretary.
Members' dues, which shall be established by a vote of the General Membership, must be paid to date.
Members must be present and vote in person at the time of the vote.

Section Four: Transfer of Membership. Membership is neither assignable nor transferable to any other person, group, or other entity.

Article II: Meetings of Members

Section One: General Meetings. General meetings of Association members shall be held regularly on the first Thursday evening of every month at 7:30 pm in a public place in the community determined by the Board and made known to the membership.

Section Two: Special Meetings. Special Meetings of the members may be called by the President, the Board, or by not less than ten members by presenting a petition to the Board requesting a special meeting signed by these same members and stating the purpose of the meeting. The Board must approve the petition.

Section Three: Notice of Meetings. The president shall see that notice, including an agenda, for all general and special meetings is disseminated in a timely manner.

Section Four: Quorum. A quorum required to hold a valid general or special meeting of members and for voting purposes shall consist of ten (10) paid-up members including at least two Officers of the Association.

Section Five: Manner of Voting. Voting must be done in person by the member. There shall be no voting by proxy, by mail, or by substitute representative.

Section Six: Conduct of Meetings. All meetings shall be conducted according to the parliamentary procedure of Robert's Rules of Order under the direction of the President.

Article III: Board of Directors

Section One: General Powers. The affairs of the Association shall be managed by its Board of Directors (Board) in accordance with the requirements of the Bylaws, and as expressed by the will of the membership pursuant to their vote.

Section Two: Regular Meetings of the Board. The Board shall hold a regular annual meeting without other notice than this bylaw, after they are elected to office, at a time and place in the Association area satisfactory to them, but before the next general meeting.

The purpose of this meeting is to formulate proposals for Association activities for the forthcoming year and to review and evaluate prior year's activities. The Board will make a report on their meeting to the members as the first order of business at the next general meeting.

The Board shall also meet at least quarterly to review and determine agendas and priorities for the Association. The Board will make a report on their meeting to the members as the first order of business at the next general meeting.

The aforementioned meetings will be open to the general membership at the discretion of the President and the Board.

Section Three: Special Meetings. Special meetings of the Board may be called by or at the request of the President or any two elected Directors. The person or persons authorized to call special meetings or the Board may fix the time and place within the Association area for tile holding of the meetings, which must be reasonable. Notice of these meetings must be given to the other Board members in a timely manner by telephone, telegram, mail, or personal communication.

Section Four: Quorum. A majority of the filled seats of the Board shall constitute a quorum for the transaction of business at a meeting of the Board.

Section Five: 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 the act of a greater number is required by law or by the Certificate of Incorporation or Bylaws.

At the discretion of the Chair, participation may be offered by voice or video conferencing technology. This option must be offered to all Directors and Officers, with suitable notice prior to the meeting. Board members participating in this manner must do so in a way that their participation may be heard by all meeting attendees, and the Secretary shall record the means of attendance for any participating in this manner. Directors participating in this manner cannot participate in secret balloting and thus may only cast a ballot by announcing their vote(s) after any secret ballots are collected and before the ballot count is announced.

Section Six: Qualifications, Election, and Term of Office. The Board of Directors shall consist of:

The four Officers of the HPHA;
The preceding president;
Six Elected Directors, who shall be members of the HPHA to be elected in the same manner and at the same time as the officers;
Up to six Appointed Directors, not necessarily members of the Association, to be appointed by the President. The number of Appointed Directors shall not exceed the number of Elected Directors at the time of their appointment.

Term of the seat of an Elected or Appointed Director shall be two years beginning after the December election. The terms of the seats for three of the Elected and three of the Appointed Directors for the 2014 term shall be for twelve months to create over-lapping two-year terms. The third and fourth 2014 term Elected Directors shall be elected by special election.

To be elected as a Director, a member must be in good standing and have attended three (3) meetings in the twelve (12) month period prior to, and including, the meeting during which the election is held. Appointed Directors must be approved by the general membership by majority vote at the next general meeting following the appointment.

An Elected Director can be elected for a maximum of two consecutive terms (four years). There is no such limitation on Appointed Directors. Each Elected Director shall hold office immediately upon election until the term of the Board seat expires and their successor has been elected.

Section Seven: Vacancy. Any vacancy occurring in the Board due to death, resignation removal, disqualification or otherwise, shall be filled by the affirmative vote of a majority of the remaining Directors, though less than a quorum of the Board may exist. A Director elected to fill a vacancy shall be elected for the unexpired term of the predecessor.

Section Eight: Removal of Elected Directors. To be removed from the Board, first a majority of the remaining Directors must favor removal, and a two-thirds (2/3) affirmative vote by the members at a regular meeting must be obtained. The issue must be brought before the membership at the next meeting following the vote of the Board. The Director facing removal may not vote on the question.

Upon obtaining the required vote for the removal by the members, the Director shall be suspended from his/her duties as Director. Upon obtaining the required vote for removal by the Board, the Director shall be removed immediately as Director. If the Board does not vote in favor of removal, the Board immediately shall so report to the members, as the Director shall resume his/her duties and remain in office as Director.

Section Nine: Removal of Appointed Directors. The two non-member Directors appointed by the President may be removed from the Board by the President, subject to ratification by majority vote of the membership at a general meeting. The appointed Director in question may not vote on the question. He/she shall be suspended from the Board upon removal by the President. He/she shall be removed only by an affirmative vote by the majority of the members. The issue must be brought before the membership at the next meeting following the decision of the President. If the membership does not vote in favor of removal, the Director shall immediately resume the full duties of a Director.

Section Ten: Compensation. Directors as such shall not receive any stated salaries for their services but by resolution of the Board and majority vote approval of the members, any Director may be indemnified for expenses and costs, including attorney's fees, actually and necessarily incurred by the Director in connection with any claim asserted against him/her, by action in court or otherwise, by reason of his or her being or having been such Director, except in relation to matters as to which he/she shall have been guilty of negligence or misconduct in respect of the matter in which indemnity is sought.

Article IV: Officers

Section One: Officers. The officers of the Association shall be in descending order of rank, a President, a Vice President, a Secretary, and a Treasurer.

Section Two: Qualifications. Elections and Term of Office. To be elected as an Officer, a member must have attended three (3) meetings in the six (6) month period prior to and including, the meeting during which the election is held.

Term of office shall be for one year, in accordance with Article V of these bylaws, commencing immediately upon election until the next annual election in the December of the following year.

Section Three: Compensation. Officers shall not receive any stated salaries for their services, but by resolution of the Board and majority vote approval of the members, any officer may be indemnified for expenses and costs, including attorney's fees, actually and necessarily incurred by the officer in connection with any claim asserted against him/her, by action inc oft or otherwise, by reason of his or her being or having been such officer, except in relation to matters as to which he or she shall have been guilty of negligence, misconduct, malfeasance or misfeasance in respect of the matter in which indemnity is sought.

Section Four: Vacancy. Upon vacancy due to death, resignation, removal, disqualification, or otherwise, of the office of President, the Vice President shall move up in rank.

A vacancy in the offices of Vice President, Secretary, or Treasurer shall be filled by election by the membership as described in Article IV, Section Two, to be held at the next regularly scheduled monthly meeting.

Section Five: President. The President shall be the principle executive officer of the Association, chairperson of the Board, and shall in general, supervise and control all of the business and affairs of the Association. He/she shall preside at all meetings of the members and the Board. He/she may sign, with the Secretary or any other proper officer of the Association authorized by the Board, any deeds, mortgages, bonds, notes, checks, contracts, or other instruments that the Board of Directors has authorized to be executed, upon consent of a majority of the members of the Association, except in cases where the signing and execution thereof shall be expressly delegated by the Board 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 from time to time.

The President shall supervise the election, at the regular meeting in November of every year, of the Elections Officer.

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

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

The President shall be responsible for seeing that the necessary federal, state, and local income tax returns, or any other tax returns are filed on time each year, quarter, or other period of time, for the Association; to see that any change of officers and directors, or changes in the Certificate of Incorporation or Bylaws are filed with the appropriate state agencies and county clerk; that appropriate documents are filed with the Attorney general of New Jersey if the Association intends to solicit or receive monies from any private or public source; and shall consult with an attorney when necessary to determine if any action taken or to be taken by the Association, its offices, directors, or members conflicts with the Certificate of incorporation, Bylaws, or local, state, or federal laws.

Section Six: Vice President. In the absence of the President or in the event of his or her inability or refusal to act, the 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 on the President.

The Vice President shall generally have responsibility for managing the fund raising and internal affairs of the Association, as those activities are defined by the Board.

Section Seven: Secretary. The Secretary shall keep the minutes of the general and special meetings an of the meetings of the Board in one or more books provided for that purpose; be custodian of the corporate records; keep a register of the names and post office address of each member; keep the general meeting attendance records, and, in general, to perform all duties incident to the office of secretary and such other duties as may be assigned to him/her by the President or the Board.

Section Eight. Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Association; receive and give receipts for moneys due and payable to the Association from any source whatsoever and deposit all such moneys in the name of the Association in such banks or other depositories as selected by the Board; and general, perform all duties incident to the office of Treasurer and such duties as from time to time maybe assigned to him/her by the President or by the Board.

Article V: Election Procedures

Section One: Election Officer. During the November membership meeting, the President shall supervise the election of an Elections Officer, who will be nominated from and elected by a majority vote of the members. The Elections Officer may not run for office during the time he/she serves.

Section Two: Duties - Nominations. After election, the elections Officer will receive names of nominees for all offices at the December meeting, or in writing, so long as delivered or mailed to the Elections Officer's home address. The Elections Officer must contact all persons nominated for office to verify that the person is willing to serve in office. All nominations must be received by the Elections Officer at least ten (10) days prior to the date of the election on order to be considered.

Section Three: Duties - Elections. The Elections Officer will conduct the election at the December membership meeting; after all other business had been concluded. He/she will announce the names of, all those persons nominated to each, office at the beginning of the meeting and again prior to taking any votes. The voting will be done by secret ballot at the meeting. The Elections Officer will tabulate all votes and announce the results immediately.

Section Four: Election By Majority Vote. A majority vote of the members present who vote will determine the winner. There must be at least 10 votes cast in order to validate the election of any Officer or Director. If there is no majority vote cast of any candidate, a runoff election between the two people with the most votes will be held immediately. There can be no vote by proxy, by mail, or cumulative voting. New Officers and Directors begin their term immediately upon election.

Article VI: Amendments to Bylaws and Certificate of Incorporation

Amendments shall be proposed by the Board by 2/3 vote of the Board. Public notice shall be made by including on the meeting agenda and posting on the HPHA website. Such notice shall be made at least 10 days before the amendments are initially presented to the membership or voted upon. Amendments shall be adopted by a 2/3 majority vote of the members present and eligible to vote (at least 15) at the next general meeting held after the amendment is proposed. Amendments cannot be adopted at the time of their proposal. Changes to a proposed amendment which do not impact the meaning or spirit of the amendment (for example, but not limited to, changes to spelling or grammar) do not require waiting an additional month.

Article VII. Expenditure of Funds

Section One. General Expenditures. All expenditures shall be approved by the general membership except as noted below.

Section Two. Expenditures Authorized by the Board. If the Board or President determine that it is beneficial to the HPHA to make an expenditure or financial commitment before the next general meeting then the Board by a majority vote may approve the expenditure of up to $750 or the President may approve the expenditure of $300 without any additional approval. The board may approve up to $3,000 for emergency expenditures (including but not limited to legal fees) or routine expenditures (including but not limited to accounting audits, or bills for ongoing expenses such as insurance). All expenditures shall be reported to the membership at the next general meeting.

Section Three. Expenditures Authorized by the Membership. For expenditures under $1000, the requestor shall provide a detailed budget to the membership at the time of the motion. The membership may vote on the request at any time. For expenditures $1000 or over, requests must be submitted in writing to the board with a detailed budget. The board will review the requests in a prompt manner and may ask for additional supporting information. Once the board feels it has enough information to make a recommendation, the board will submit such recommendation to the membership at the next scheduled general membership meeting. Once the request has been raised at a general membership meeting, and a recommendation has been made by the Board, a vote may take place at any meeting subsequent to the initial request meeting. Emergency or routine expenditures (as defined above) will be exempt from the two-meeting requirement.

Section Four. Donations Policy. The annual total donations from HPHA general funds shall not exceed 5% of the prior year's income and should be related to activities and events impacting downtown Jersey City. No single entity shall receive more than $500 in any twelve month period. Money raised primarily for a specific donation shall not be restricted.

Article VIII. Conflicts of Interest, Contracts and Services of Directors and Officers

Section One. Disclosure

(a) Prior to the election to the Board, and thereafter on an annual basis, all Directors shall disclose in writing, to the best of their knowledge, any Interest (as defined below) such Director may have in any corporation, organization, partnership or other entity which provides professional or other goods or services to the Corporation for a fee or other compensation, and any position or other material relationship such Director may have with any other not-for-profit corporation with which the Corporation has an attorney-client or other business relationship (collectively, a "Conflict of Interest"). A copy of each disclosure statement shall be available to any Director of the Corporation on request.

(b) If at any time during his or her term of service, a Director acquires any Interest or otherwise a circumstance arises which may pose a Conflict of Interest, that Interest or other Conflict shall be promptly disclosed in writing to the Chairman of the Board.

(c) When any matter for decision or approval comes before the Board or any committee of the Boar in which a Director has an Interest or Conflict of Interest, that Interest or Conflict of Interest shall be immediately disclosed to the Board or relevant Committee by that Director.

Section Two. Definition of "Interest." Whether a Director has an Interest in an entity shall be determined by whether that Director would derive a significant individual economic benefit, either directly or indirectly, form any transaction or relationship involving such entity or any decision on a matter involving such entity by the Board or a committee. The fact that an entity may take positions on legislative matters of general impact shall not constitute an Interest or Conflict of Interest.

Section Three. Voting. No Director shall vote on any matter in which he or she has an Interest or a Conflict of Interest.

Section Four. Non-Participation. Any Director who has an Interest or a Conflict of Interest in a matter shall leave the room in which discussion regarding that matter is carried on, if so requested by the Board or the relevant Committee; provided, however, that the interest Director may participate in any discussion regarding his or her absence and the interested Director shall be given an opportunity to disclose and explain the interested transaction to the Board prior to the Board discussion and vote on the transaction without the presence of the interested Director.

Section Five. Attempts to Influence. Director shall not attempt to influence other Directors regarding matters in which they have an Interest or Conflict of Interest, without first disclosing that Interest or Conflict of Interest.

Section Six. Contract Review Committee. The board may, in its discretion establish a Contract Review Committee consisting of at least three (3) Directors to review any contract that is proposed for approval by the Board respecting which a Director may have a Conflict of Interest (an "Interested Party Contract"). If no Contract Review Committee has been duly appointed, at any time, the Board or another committee so authorized by the Board (not including the Directors having an interest in Interested Party Contract) shall serve such role. The Contract Review Committee or Board shall review the Interested Party Contract and determine whether to authorize the Interested Party Contract; provided that if the Interested Party Contract is of a magnitude that it would otherwise require Board approval, the Contract Review Committee shall submit the Interested Party Contract to the Board with its recommendation whether or not to approve it. The Contract Review Committee or the Board must approve an Interested Party Contract by a majority vote of the disinterested Directors entitled to vote on the matter.

Article IX. Dissolution

Upon dissolution, no part of the property of the Corporation or any of the proceeds shall be distributed to inure to the benefit of any of the member, trustees, or officers of the corporation. All such property and proceeds, subject to the discharge of valid obligations of the corporation, shall be distributed to any such organization as the Board of Trustees may direct; provided, however, that any transferee organization, at the time of distribution, shall qualify as an exempt organization under section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

Article X. Political Association

No person shall use their connection with this association to promote, expound or endorse any political philosophy or candidate. Copies of any correspondence being sent over the signature of any Officer, purporting to be the feelings of the organization on any matter, must be sent ot the Secretary for file and reading at the next closest meeting.

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