ARTICLE 1 NAME AND PRINCIPAL OFFICE
Section A Name – The name of this corporation shall be the LIMOUSINE ASSOCIATIONS OF NEW JERSEY, INC. (LANJ), a nonprofit corporation incorporated in the State OF New Jersey.
Section B Office – The principal office of the LANJ shall be located within the State of New Jersey until otherwise determined by the Board of Directors. Additionally, offices shall be operated in such other locations as may be directed and determined by the Board of Directors of the LANJ.
ARTICLE 2 PURPOSE
Section A Purpose – The purpose of the LANJ shall be to provide a statewide forum for the exchange of information and views by members of the LANJ; to provide a mechanism for the collection of information and inform members concerning matters of mutual interest and concern; to advance the interest of the industry and its members before the New Jersey Senate and New Jersey Assembly and other State regulatory authorities; to provide the its members, group and/or individual insurance; and to perform such duties as will benefit the LANJ and its members.
ARTICLE 3 MEMBERSHIP
Section A Types of Membership. There shall be the following types of membership in the LANJ:
2. ASSOCIATE MEMBERS: The designation “Associate Member” shall apply to any individual or entity that meets all of qualifications of a Regular Active Member except the primary basis of operations is outside the State of New Jersey.
a. All Associate members shall be entitled to attend all open meetings of the LANJ, providing that the Associate’s dues are paid, but shall not have the right to vote or hold an elective office in the Association.
3. ALLIED TRADE MEMBERS: The designation “Allied Trade Member” shall be distinguished and identified as two separate groups. They shall be (1) Allied Vendors and Dealers and (2) Manufacturers, Coachbuilders and Livery Networks. These designations shall apply to individuals and entities that meet the following qualifications:
4. HONORARY MEMBERS: As appointed by the Membership Committee and the LANJ Board of Directors.
Section B Termination and/or Transfer of Membership: Any Regular Active Member who shall cease to be an owner of a limousine business shall automatically cease to be a member of the LANJ. Upon written request to the Membership Committee, they may elect a former Regular Active Member to have Honorary Membership, if approved by the Membership Committee and the LANJ Board of Directors.
Section C Suspension and/or Expulsion: Members of any classification shall be automatically suspended for not paying the current year’s dues. Members may be expelled and/or suspended for cause by two-thirds (2/3) vote of those present at any meeting of the Board of Directors. The Board of Directors shall be the sole judge of sufficiency of such cause. Provided, that for a member to be suspended for cause, the member must be advised of the reason for suspension and given an opportunity to defend him or herself prior to the suspension. If after thorough investigation it is proven that an LANJ member has broken any applicable Federal, state or municipal regulations, his or her membership and its benefits can be suspended for up to two years.
Section D Reinstatement: Any former member who has resigned or has been suspended or expelled for nonpayment of dues and who desires to be reinstated with a continuous membership must make payment of all dues in arrears. If, however, a continuous membership record is not desired, such member may be reinstated, if qualified for membership, by paying the current year’s dues as well as any application fee. Any other former member may be reinstated by the Board of Directors at a time and upon such conditions as the Board of Directors may see fit.
ARTICLE 4 DUES
Section A Amount and Due Date: The Board of Directors shall establish all dues as well an application fee, if any, for all classes of membership. All dues are due and shall be paid within thirty days (30) of the invoice date.
Section B Delinquent Payment: Any of the LANJ members who are delinquent in the payment of dues for a period of thirty days (30) shall be notified of such delinquency and advised that the member will be suspended at the end of sixty (60) days of his/her due date. The member will be automatically suspended pursuant to Article 3, Section C, if payment is not made by the end of sixty days (60) from the due date. During a period of suspension, a member shall not be entitled to any services of the LANJ. Upon application the Board of Directors, at its sole discretion, may postpone the due date of dues of any member.
Section C Refund of Dues: No dues shall be refunded to any member whose membership terminates for any reason.
ARTICLE 5 MEETINGS AND ELECTIONS
Section A Meetings and Membership; Quorum: An annual meeting of the LANJ shall be held in each calendar year on such date and such time and place as shall be determined by the Board of Directors. The Board of Directors may call special meetings of the LANJ on such dates and at such times and places as determined by the Board of Directors. Ten percent (10%) of the voting members of the LANJ, must be present in person or by proxy, and shall constitute a quorum. A quorum is required for the transaction of business at any regular or special meeting. A majority vote of those present in person or by proxy at each regular or special meeting shall be necessary to take any action requiring a vote, unless otherwise specified herein.
Section B Notice of Membership Meetings: Notice of the date, time, place and purpose of any meeting of the members of the LANJ shall be given in writing, by personal delivery, by electronic mail (email), or by United States mail, addressed to each member of the LANJ at the address on file with the Secretary not less than sixty (60) days prior to the date fixed for such meeting.
Section C Action by Members Without a Meeting: Whenever members are required or permitted to take action by vote, such action may be taken without a meeting by written consent, setting forth the action so taken, signed by a majority of the members entitled to vote there on. Returned, tallied and published results will go to the Board.
Section D Voting by Regular Active Members and Registration: At any such meeting, each Regular Active Member of the LANJ whose dues are fully paid for the current fiscal year, and who is properly registered, shall be entitled to one vote, either in person or by proxy. Registration shall be in such a manner as may be prescribed from time to time by the Board of Directors, and all proxies to be voted must be filed with the LANJ office prior to the commencement of the meeting in such form as the Board of Directors shall determine. A signature card for verification must be on file at the Executive Director’s office and available at all meetings. Balloting for the election of Directors shall be done by mail.
Section E Order of Business: The order of business at all meetings of members shall be as follows:
Section F Nomination of Directors: Together with the notice of the annual meeting of members, the LANJ office shall mail a copy of the report of the Nominating Committee to all members. The election shall be done at the annual meeting by secret ballot of voting members in attendance at the Annual Meeting to be held in August.
Section G a – Election of the Board of Directors: The Board of Directors will consist of up to twenty-four (24) Regular Active Members whose term will be for three years. The Board shall consist of: up to nine (9) Board Members from the North Jersey Limousine Association (NJLA) and up to nine(9) Board Members from the South Jersey Limousine Association (SJLA) and up to six (6) vendor members.
b. – Term limit and other restrictions of Directors: In order to qualify as a Director of the LANJ, the individual must be a corporate officer in a Regular Active Member that has been a Regular Active Member, in good standing, for at least two years. Any Regular Active Member sharing common ownership with another Regular Active Member can only have one representative on the LANJ Board of Directors at one time. A Director may be elected for a three-year term. A Director may be elected by the voting members for two (2) consecutive terms but must then wait for one year after expiration of such Director’s second consecutive term before applying for re-nomination to the Board. A Director appointed under Article 6 to fill a vacancy shall not be considered elected by the voting members for purposes of the term limitation.
Section H a – Election of Officers: The election of officers will take place at the Annual Meeting of the newly elected Board of Directors. The positions to be filled will be for one term – or until the next annual meeting – or until elected: President, 1st Vice President, 2nd Vice-President, Treasurer, PAC Treasurer and Secretary. The position of 1st Vice-President will held by a member of a different region (North Jersey; South Jersey) of the state than the member filling the position of President.
b – Succession of Officers: In the event the President shall be unable or unwilling to serve in the office to which he/she has been elected, the person holding the position of Vice President will assume the position and duties of the Presidency for the remainder of the year. The person holding the position of Secretary will become the Vice President. The Board will vote to replace the position of Secretary at the next meeting of the Board of Directors.
In the event either the Vice President shall be unable or unwilling to serve in the office to which he/she has been elected, the procedure described above will apply.
In the event the Treasurer shall be unable or unwilling to serve in the office to which he/she has been elected, the Board of Directors shall vote to replace the position of Treasurer at the next meeting of the Board of Directors.
In the event the PAC Treasurer shall be unable or unwilling to serve in the office to which he/she has been elected, the Board of Directors shall vote to replace the position of PAC Treasurer at the next meeting of the Board of Directors.
ARTICLE 6 BOARD OF DIRECTORS
Section A Authority and Responsibility: The Board of Directors shall have the supervision, control and direction of the affairs of the Association, shall determine its policies or changes therein within the limits of the Bylaws, shall actively prosecute its objectives and shall have discretion in the disbursement of its funds. It may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, appoint such as it may consider necessary.
Section B The Executive Director and the General Counsel of the LANJ will serve as ex-officio members of the Board of Directors.
Section C Failure to Attend Meetings: Any elected director who fails to attend two (2) regular meetings during his/her tenure due to unexcused absence may be removed from such office by a majority vote of the directors present at any meeting of the Board of Directors.
Section D Meetings: One regular meeting of the Board of Directors shall be held immediately before, after or during the annual meeting of members of the LANJ, and two (2) shall be held during each year at a time and place fixed by the Board of Directors. The Executive Director must notify the Board of Directors of the meeting date at least thirty days (30) prior to the meeting. Agenda items for all Board of Directors meetings will be submitted to the Executive Director, by any Director, no later than fifteen days (15) prior to the date of a meeting and said agenda should be mailed, or emailed to Board members fifteen days (15) prior to any meeting. The President or any five (5) directors may call special meetings of the Board of Directors at any time. Legal counsel may be present at all meetings of the Board if so ordered. Ten (10) days written notice by mail or electronic mail, of the time and place of the holding of any regular or special meeting of the Board of Directors shall be given to each director. Any meeting of the Board of Directors may be adjourned to the same or another place or time without further notice to all directors. All meetings of the Board of Directors shall be conducted in accordance with Robert’s Rules of Order – Revised, when not in conflict with these Bylaws. At all meetings of the Board, the President or in his absence the Vice President and if neither is present, a chairman will be chosen by the Board and shall preside.
Section E Quorum: A majority of Directors shall constitute a quorum, which is required for the transaction of all business, except that a lesser number may adjourn any meeting to another time or place or may fill a vacancy in accordance with Article 5, Section F. Except as otherwise provided in these Bylaws or by New Jersey State or Federal law, a majority of a quorum of directors present shall have the power to act.
Section F Removal of Directors: Any or all of the directors may be removed for cause by a vote of the members or by action of the Board. Directors may be removed without cause only by vote of at least two-thirds (2/3) of all the voting members of the LANJ.
Section G Resignation: A director may resign at any time by giving written notice to the Board, the President or the Secretary of the LANJ. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board of such officer, and the acceptance of the resignation shall not be necessary to make it effective. If a Director resigns prematurely from the Board without a valid excuse he cannot rerun for the Board again in the future. (Valid excuses include but are not limited to: Business problems or health reasons)
Section H COMMITTEES (Standing)
Section I Action by Directors Without a Meeting: Whenever directors are required or permitted to take action by vote, such action may be taken without a meeting by written consent, setting forth the action so taken, signed by all the directors entitled to vote thereon and returned to, tallied and published by the Secretary.
ARTICLE 7 OFFICERS
Section A President: The President shall be the principal executive officer of the LANJ. The President shall preside at all meetings of the LANJ and the Board of Directors. The President shall also serve as a member, ex-officio, of all committees except the Nominating Committee. The President shall appoint or remove all members of each committee, appointees and its chairman. Finally, the President shall be responsible for the general management of the affairs of the LANJ and shall see that all orders and resolutions of the Board are carried into effect.
Section B Vice President: The Vice President shall perform the duties of the President in the event of the President’s inability to serve.
Section C Treasurer: The Treasurer shall be the financial officer of the LANJ. The treasurer shall serve on any budget or finance committee which may be instituted by the President or the Board of Directors, and shall report to the Board of Directors at all regular meetings and to the members at their annual meeting concerning the finances of the LANJ.
Section D PAC Treasurer: The PAC Treasurer shall be responsible for the control of the Political Action Committee Fund.
Section E Secretary: The Secretary shall attend all meetings of the members and the Board of Directors. The Secretary is also the keeper of the seal and upon instruction by either the President or the Board of Directors be authorized to use same.
Section A Executive Director: The Executive Director must be approved by the Board of Directors and will be a paid position, the Board determining an appropriate salary. The Executive Director reports to the President, but is accountable to the Board of Directors. The Executive Director shall sign and execute all contracts in the name of the LANJ, excepting matters which constitute a conflict of interest or any other contractual conflict when countersigned by the President the Treasurer. The Executive Director in addition will maintain the membership directory as directed by the Board of Directors. The Executive Director also will carry out any function mandated by the Board of Directors and so approved.
ARTICLE 9 FINANCE
Section A Bank Accounts: The funds of the LANJ shall be deposited from time to time by the Board of Directors. The Board of Directors may provide for an account at any bank for the payment of expenses of the office of the LANJ and may provide for such conditions as two signatures for withdrawals and balances as the Board of Directors may deem appropriate with one being the Treasurer.
Section B Fiscal Year: The Board of Directors shall prescribe the fiscal year of the LANJ.
Section C Budget: The Board of Directors shall adopt in advance of the next fiscal year an annual operating budget covering all activities of the LANJ.
Section D Financial Reports: The Treasurer shall furnish to the Board of Directors, at the annual yearly meeting of the Board of Directors, a financial report of the LANJ for the preceding calendar year, and at each meeting a financial update of the financial condition of the LANJ.
Section E Audit of Accounts: The accounts of the LANJ shall be audited not less than annually by a certified public accountant who shall be appointed by the Board of Directors and who shall provide a report to the Board of Directors and be supervised by the Executive Director.
ARTICLE 10 LIMITS ON LIABILITIES
Nothing contained herein shall constitute members of the LANJ as partners for any purpose. No member, agent or employee of this Association shall be liable for the acts or failure to act on behalf of any other member, officer, agent or employee of the LANJ. Nor shall any member, officer, agent or employee be liable for his acts or failure to act under these Bylaws, excepting only acts or omission to act arising out of his willful malfeasance.
ARTICLE 11 SEAL
The seal of the LANJ shall bear the name of the LANJ, the year of its creation, and the words “Corporate Seal”.
ARTICLE 12 CONSTRUCTION
If there be any conflict between the provisions of the Articles of Incorporation and these Bylaws, the provisions of the Articles of Incorporation govern.
ARTICLE 13 DISSOLUTION
The LANJ shall use its funds to accomplish the objectives and purposes set forth in these Bylaws, and, upon the final dissolution of the LANJ, no part of said funds shall insure or be distributed to members of the LANJ. On such dissolution, the funds of the LANJ may be paid over to a successor created by the reorganization of the LANJ, or if there be no such successor, to one or more legally organized charitable organizations to be selected by the Board of Directors.
ARTICLE 14 AMENDMENTS
The Bylaws of the LANJ may be amended by the voting members at any annual meeting, or at any special meeting called for that purpose. Voting can only take place when there is a quorum of the voting members as defined in these Bylaws in Article 5 section A.