Constitution and By-Laws | Normanoch Association

CONSTITUTION & BY-LAWS OF
NORMANOCH ASSOCIATION, INC. (March 2013)
STATEMENT OF PURPOSE
The Normanoch Association, Inc. (“Association” or “Corporation”), is the owner of Culver Lake and functions as a corporation in the State of New Jersey for the purpose of managing its ownership of the lake and maintaining the lake as a recreational area for the benefit of the Association and its members. The goals of the Association include the safe operation of the recreation area and preservation of the lake as a natural resource.
The Association has the primary responsibility of protecting the privacy of the lake for its members against all outside encroachments by restricting use of the lake and associated facilities to members only.
Additionally, through the collection of dues and fees from its membership and the prudent management of these money resources, the Association has the responsibility of paying all debts of the Corporation, providing certain recreational needs for the membership, enforcing adherence to rules and regulations for the benefit of the general membership, monitoring and seeking improvement of water quality, and representing the common interest of the membership in certain relationships with the local and State governments. It is not the intent of the Association to profit from the collection of dues and fees from its members.
BY-LAWS
NORMANOCH ASSOCIATION, INCORPORATED

ARTICLE I – OFFICES
1. Registered Office and Agent. The registered office of the Corporation in the State of New Jersey is c/o Archer & Greiner, PC, 21 Main Street, Court Plaza South, 3rd Floor, Hackensack, New Jersey 07601-7095. The registered agent of the Corporation at that address is Gianfranco A. Pietrafesa.
2. Principal Place of Business. The principal office of the Corporation shall be at 2 Eighth Street (on East Shore Culver Road), Branchville, New Jersey 07826, which is locatedon Culver Lake in the Township of Frankford.
3. Other Places of Business. The Corporation may also have offices at such other places as the Board of Directors may deem necessary.
ARTICLE II – SEAL
4. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its incorporation and the state of its incorporation, New Jersey.
ARTICLE III – STOCKHOLDERS’ MEETING
5. Place of Meeting. All meetings of the stockholders shall be held at the principal office of the corporation or at such other places in or near the municipality in which the principal office is located as may be from time to time designated by the Board of Directors.
6. Annual Meeting. The annual meeting of stockholders shall be held on the first Saturday of August in each year, if not a legal holiday, and if a legal holiday, then on the next secular day following at ten o’clock a.m., when they shall elect directors and shall transact such other business as may properly be brought before the meeting.
7. Quorum. The presence at a meeting in person or by proxy of a majority of the shares of stock entitled to vote shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute, the Certificate of Incorporation, or these By-Laws.
8. Voting Rights; Proxies. At each meeting of the stockholders, every stockholder having the right to vote shall be entitled to vote in person, or by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than one year prior to said meeting unless said instrument provided for a longer period. Each stockholder shall have one vote for each full share, and one-half (1/2) vote for each one-half (1/2) share of stock having voting power, registered in his name on the books of the Corporation, except that no full share or one-half (1/2) share of stock shall be voted at any election for directors which has been transferred on the books of the Corporation within twenty (20) days preceding such election. The vote for directors, and upon demand of any stockholder, the vote upon any question before the meeting, shall be by ballot. All elections shall be held and all questions decided by a majority vote of shares voted by those present in person or by proxy.
9. Notice of Annual Meetings. Written notice of the annual meeting shall be mailed to each stockholder entitled to vote thereat at such address as appears on the stock book of the corporation, at least ten (10) but no more than sixty (60) days prior to the meeting.
10. Voting List. A complete list of the stockholders entitled to vote at the ensuing election, arranged in alphabetical order, with the residence of each, shall be prepared by the Secretary and filed at the principal office of the Corporation at least ten (10) days before every election, and shall at all times, during the usual hours for business, and during the whole time of said election, be open to the examination of any stockholders.
11. Special Meetings. Special meetings of the stockholders for any purpose, unless otherwise prescribed by statute, may be called by the President, or may be called by the President at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority of the issued and outstanding shares of stock of the Corporation entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. The business transacted at all special meetings shall be confined to the subjects stated in the notice.
12. Notice of Special Meetings. Written notice of a special meeting of stockholders stating the time and place and object thereof shall be mailed, postage prepaid, at least ten (10) but no more than sixty (60) days before such meeting, to each stockholders entitled to vote thereat at such address as appears on the books of the Corporation.
13. Super-majority Voting. If any person, firm, group, or corporation, hereinafter referred to as the Tender Offeror, initiates an offer of merger or consolidation of the Corporation with the Tender Offeror, or proposes any purchase, sale, lease or exchange of substantially all of the assets of this Corporation or the Tender Offeror to the other, same may not be effected unless a meeting of the stockholders of this Corporation is held to act thereon and the votes of the holders of voting stock of this Corporation representing not less than seventy-five percent (75%) of the votes entitled to vote thereon vote in favor thereof. As used herein, the term group includes persons, firms, and corporations acting in concert, whether or not as a formal group. The foregoing provision is in addition to the requirements of the New Jersey Business Corporation Act and may not be amended or repealed without a seventy percent (70%) vote of the Board of Directors.
14. Shareholders Proposals. Any stockholder proposing any resolution, amendment to the Certificate of Incorporation or By-Laws must submit a written copy of said proposal to the Board of Directors not less than 90 days prior to the stockholders meeting at which the subject proposal shall be submitted for stockholder approval. This amendment to the By-Laws shall not be construed in any way to limit the ability of the Board of Directors to introduce for passage by the stockholders any matter theretofore approved by a majority vote of the Board of Directors at a previous directors’ meeting.
15. Action Without Meeting. Any action required or permitted to be taken at a meeting of stockholders by statute, the Certificate of Incorporation or these By-Laws may be taken without a meeting by a written consent or consents in accordance with New Jersey Business Corporation Act. The written consent or consents shall be filed in the minute book.
ARTICLE IV – DIRECTORS
16. Number; Term; Qualifications. The property and business of this Corporation shall be managed by the Board of Directors, nine (9) in number. Only persons who have been stockholders and members in good standing of the Corporation for a period of two (2) years shall be eligible to serve as directors, and such persons shall continue to be stockholders and members in good standing to remain directors during their terms. Persons employed by the Corporation shall be ineligible to serve as directors while so employed. Immediate family members cannot serve on the Board simultaneously. Three (3) directors shall be elected each year for a term of three (3) years. The term of elected directors shall be for three (3) years and a director may serve one (1) additional consecutive three (3) year term. A director may not be a candidate for or be appointed to office again until after one (1) intervening year following six (6) years of service.
17. Vacancies. If the office of any director, or of any officer or agent, one or more, becomes vacant, the directors then in office, by a majority vote, may choose a successor or successors, who shall hold office for the unexpired term in respect of which such vacancy occurred. An unexpired term up to one and one half (1½) years may be in addition to the elected terms of office of directors.
18. Attendance. Any director failing to attend seventy percent (70%) of, or three (3) consecutive, Board meetings in any one (1) year, which shall begin on the date of the annual meeting of stockholders, shall meet with and have his/her ability to serve as a director evaluated by the Board of Directors. For the purposes of calculation attendance, the annual stockholders’ meeting shall be considered to be equivalent to one (1) regular Board meeting.
19. Place of Meetings. The Board of Directors may hold its meetings at any location, at its discretion. A director may participate in a meeting of the Board or a committee of the Board by means of telephone or video conference or any means of communication by which all persons participating in the meeting are able to hear each other.
20. Powers. In addition to the powers and authorities by these By-Laws expressly conferred upon them, the Board may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute, the Certificate of Incorporation or these By-Laws directed or required to be exercised or done by the stockholders, subject however to the limitations set forth therein.
21. The directors shall operate the Corporation in accordance with its statement of purpose and not primarily for the purpose of making a profit for its stockholders.
ARTICLE V – EXECUTIVE COMMITTEE
22. The President shall appoint annually an Executive Committee of two or more directors, one of whom shall be the President if he/she so desires. Said Committee may meet at stated times, or on notice to all by any of their own number. During the intervals between meetings of the Board such Committee shall perform such duties and exercise such powers as many be directed or delegated by the Board of Directors from time to time. The Board may delegate to such Committee authority to exercise all the powers of the Board, excepting power to amend By-Laws, while the Board is not in session. Vacancies in the membership of the Committee shall be filled by the President.
23. The Executive Committee shall keep minutes of its meetings and actions and provide the same to the Board after each meeting of the Executive Committee.
ARTICLE VI – NOMINATING COMMITTEE
24. The President shall appoint annually a Nominating Committee. This Committee shall consist of all directors who are not standing for election the ensuing year, including the President, if applicable. The President or, if the President is precluded from serving on the Committee, the most senior member(s) of the Committee, by current term, shall act as its chairperson (in the event of equal seniority, then all such senior persons shall serve as co-chairs). The duties of this Committee shall be:
a. The Nominating Committee shall recommend candidates who have affirmed their desire to serve as directors. It shall submit these names to the Board not later than June 10th.
b. The Nominating Committee shall appoint tellers or inspectors for the annual meeting.
c. At the first meeting of directors following the annual meeting of the stockholders, it shall:
i.Propose a slate for the offices of President, Vice President and Treasurer, if applicable, for the ensuing year, and conduct the election of such a slate.
ii.If a slate of officers is not elected by a majority vote of the directors, then the directors may make nominations for such offices, beginning with the office of President, and conduct the election of such officers, who shall be elected by a plurality vote (i.e., largest number of votes received by a candidate) of the directors.
ARTICLE VII – COMPENSATION OF DIRECTORS
25. Directors shall not receive any salary for their services.
ARTICLE VIII – MEETINGS OF THE BOARD
26. Regular Meetings. Regular meetings of the Board may be called at such time and place as shall from time to time be determined by the Board.
27. Special Meetings. Special meetings of the Board may be called by the President, either personally or by mail. Special meetings shall be called by the President or Secretary on the written request of three (3) directors. The purpose of the special meeting need not be stated in the notice.
28. Quorum; Voting. At all meetings of the Board, a majority of the directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may otherwise be specifically provided by statute, the Certificate of Incorporation or these By-Laws.
29. Action Without Meeting. Any action required or permitted to be taken by the board of directors by statute, the Certificate of Incorporation or these By-Laws, may be taken without a meeting if, prior or subsequent to the action, each member of the board consents in writing to the action. The written consent or consents shall be filed in the minute book.
ARTICLE IX – ORDER OF BUSINESS
30. At all meetings of the directors, the following order of business shall be followed:
Roll Call
Reading of Minutes of Previous Meeting
Treasurer’s Report
Communications
Reports of Officers and Committees
Unfinished Business
New Business
ARTICLE X – OFFICERS
31. Identification of Officers. The officers of the Corporation shall be a President, Vice-President, Secretary and Treasurer. The Secretary and Treasurer may be the same person.
32. Election of Officers. The Board of Directors, at its first meeting after each annual meeting of the stockholders, shall elect, in accordance with Section 24, a President and a Vice-President from their own number, and a Secretary and a Treasurer, who may or may not be members of the Board. The term of office shall be one (1) year. A person shall not be elected as President for more than two (2) consecutive years.
33. Additional Officers. The Board may appoint such other officers and agents or consultants as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.
34. Compensation. The salaries, if any, of all officers (who are not directors), employees, agents and consultants of the Corporation shall be fixed by the Board of Directors.
35. Term. The officers of the Corporation shall hold office until their successors are elected and qualify in their stead. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the whole Board of Directors.
36. The officers shall have such responsibilities for the disbursal of funds of the Corporation as described in Article XXII.
ARTICLE XI – THE PRESIDENT
37. The President shall be the chief executive officer of the Corporation, and the President’s duties shall include the following:
a. The President shall preside at all meetings of the stockholders and the directors. The President shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board are carried into effect.
b. When authorized by the Board of Directors, the President shall execute bonds, mortgages and other contracts requiring the seal of the Corporation, and when so affixed the President’s signature shall be attested by the signature of the Secretary or, in the Secretary’s absence, by the Treasurer.
c. The President shall be an ex officio member of all standing committees, and shall have the general powers and duties of supervision and management usually vested in the office of President of a Corporation.
ARTICLE XII – THE VICE-PRESIDENT
38. The Vice-President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall perform such other duties as prescribed by the Board of Directors.
ARTICLE XIII – THE SECRETARY
39. The Secretary shall attend all meetings of the Board and the stockholders, record all votes and keep minutes of all proceedings in a book to be kept for that purpose; and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President. The Secretary shall be sworn to the faithful discharge of assigned duties.
ARTICLE XIV – THE TREASURER
40. The Treasurer shall have the following duties:
a. The Treasurer shall have the custody of the corporate funds and securities, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall be responsible for deposit of all moneys, and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors.
b. The Treasurer shall be responsible for the compilation of the Corporation’s annual budget and shall monitor the disbursal of corporate funds in accordance with the budget and By-Laws as approved by the Board of Directors.
c. The Treasurer shall render to the President and directors at the regular meetings of the Board, or whenever they may require it, an account of all transaction made by the Treasurer and the financial condition of the Corporation.
d. The Treasurer shall be bonded as required by the Board of Directors, and with one or more sureties satisfactory to the Board, for the faithful performance of the duties of the office of Treasurer, and for the restoration to the Corporation in case of death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the possession of or under the control of the Treasurer belonging to the Corporation.
e. The Secretary of the Corporation and any other staff personnel handling funds of the Corporation shall be bonded as required by the Board of Directors.
ARTICLE XV – DUTIES OF OFFICERS
MAY BE DELEGATED
41. In case of the absence of any officer of the Corporation, or for any other reason that the Board may deem sufficient, the Board may delegate, for a length of time, the powers and duties, or any of them, of such officer, to any other officer, or to any director, provided a majority of the entire Board concurs therein.
ARTICLE XVI – CERTIFICATES OF STOCK
42. The certificates of stock of this Corporation shall be numbered and shall be entered in the books of the Corporation as they are issued. They shall exhibit the holder’s name and number of shares and shall be signed by the President or the Vice-President and the Treasurer or Secretary.
ARTICLE XVII – TRANSFERS OF STOCK
43. Transfers of stock shall be made on the books and records of the Corporation only after being authorized by the person(s) named in the certificate or his/her legal representative lawfully constituted in writing, and upon surrender of the certificate thereof. In addition, all sales, assignments and transfers of stock are restricted by the Corporation’s governing documents. Stock may not be sold by a stockholder without the prior written consent of the board of directors. Each stock certificate shall include the following legend: “The holder agrees that he/she will not sell, assign or transfer this certificate until and unless he/she has first submitted the certificate for sale, assignment or transfer to the corporation.”
ARTICLE XVIII – CLOSING OF TRANSFER BOOKS
43. The Board of Directors may close the transfer books at their discretion for a period not extending thirty (30) days preceding any annual or special meeting of the stockholders.
ARTICLE XIX – REGISTERED STOCKHOLDERS
44. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have expressed or other notice thereof, save as expressly provided by the laws of New Jersey.
ARTICLE XX - LOST CERTIFICATE
45. Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit as the Board of Directors may require, and shall be required to give the Corporation a bond on indemnity in a form and with a surety satisfactory to the Board, whereupon a new certificate may be issued of the same tenor and for the same number of shares as the one alleged to be lost or destroyed. The Board of Directors may waive the requirement of a bond of indemnity.
ARTICLE XXI – INSPECTION OF BOOKS
46. By appointment only, during normal business hours, a stockholder may inspect the books of the Corporation as provided by New Jersey Statute 14A:5-28.
ARTICLE XXII – DISBURSAL OF FUNDS
47. a. The Treasurer or other designated officer of the Corporation shall approve disbursal of corporate funds to pay budgeted operating expenses under $5,000 when presented with bills that have been approved by an appropriate director or officer. Such approval may be secured in writing or by phone when duly noted with names of persons giving and receiving such verbal approval as well as the date.
Any bill for a budgeted expense of $5,000 or more must be approved in writing by an appropriate director and by an officer other than the signatory of the check issued in payment thereof. Disbursements in excess of $500 which are not regular operating expenses and not budgeted must be approved by the Board of Directors.
b. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.
c. All officers and other staff personnel handling funds of the Corporation shall be bonded as required by the Board of Directors.
ARTICLE XXIII – DIRECTORS’ ANNUAL STATEMENT
48. The Board of Directors shall present at each annual meeting of stockholders, and when called for by a vote of the stockholders at any special meeting of the stockholders, a full and clear statement of the business and condition of the Corporation.
ARTICLE XXIV – NOTICES
49. Whenever under the provisions of these By-Laws, notice is required to be given to any director or stockholder, it shall be construed to mean notice in writing by mail, by depositing same in the post office or letter-box, in a pre-paid sealed envelope, addressed to such director or stockholder at such an address as appears on the books of the Corporation. Any stockholder or director may waive any notice required to be given under these By-Laws.
ARTICLE XXV – BORROWING POWER
50. The Board of Directors may authorize its designated officers to borrow such sums of money as may be necessary to, for example, make up deficits in receipts, to make necessary repairs and improvements, or for the settlement of claims against the Corporation; and shall issue any bonds, mortgages, indentures or other certificates of indebtedness as may be needed for security.
ARTICLE XXVI – AMENDMENTS
51. The Board of Directors may, by majority vote of the whole Board, alter or amend these By-Laws at any regular or special meeting, provided such notice of alteration or amendment has been given to each director at least ten (10) days prior to said meeting.
ARTICLE XXVII – PARLIAMENTARY PROCEDURE
52. The rules of parliamentary practice comprised in Robert’s Rules of Order, Revised, shall govern all proceedings of the stockholders of the Corporation, the Board of Directors and the Executive Committee, subject to such special rules as have been or may be adopted.
ARTICLE XXVIII – ATTORNEYS’ FEES
53. In the event that the Corporation becomes involved in any lawsuit or other legal proceeding with a stockholder (the “litigating stockholder”) concerning these By-Laws or any decision made by the board of directors, and the Corporation is determined to be the prevailing party in the lawsuit or other legal proceeding, the Corporation shall be entitled to collect the reasonable attorney's fees and costs incurred by it in the lawsuit or other legal proceeding from the litigating stockholder. The Corporation shall be entitled to cause the attorney's fees and costs to be set forth in the judgment or order entered in the lawsuit or other legal proceeding and to collect the same as if they were an assessment owed to the Corporation by the litigating member.
ARTICLE XXIX – WAIVER OF NOTICE
54. Any notice required by statute, the Certificate of Incorporation or these By-Laws may be waived in writing by any person entitled to notice. The waiver or waivers may be executed either before or after the event with respect to which notice is waived. Each director or stockholder attending a meeting without protesting, prior to its conclusion, the lack of proper notice shall be deemed conclusively to have waived notice of the meeting.
ARTICLE XXX – RULES AND REGULATIONS
55. The management of the waters of Culver Lake and its associated facilities shall be governed by the Board of Directors using as a guideline the booklet of Rules and Regulations (also known as the “Blue Book”) of the Normanoch Association, Inc., as amended from time to time by the Board of Directors. The Rules and Regulations are hereby incorporated into these By-Laws by reference.
ARTICLE XXXI – INDEMNIFICATION
56. Every person who is or was a director or officer of the Corporation shall be indemnified by the Corporation to the fullest extent allowed by law against all liabilities and expenses imposed upon or incurred by that person in connection with any proceeding in which that person may be made, or threatened to be made, a party, or in which that person may become involved by reason of that person being or having been a director or officer, whether or not that person is a director or officer at the time the liabilities or expenses are imposed or incurred. This provision may not be amended or repealed to limit or eliminate the effect of this provision with respect to any acts or omissions occurring, or any proceeding commenced or overtly threatened, prior to such amendment or repeal or the adoption of any such inconsistent provision. Notwithstanding the foregoing, in no event shall the Corporation indemnify an officer or director where such officer or director (a) breaches his/her fiduciary duty of loyalty to the Corporation or its stockholders, (b) fails to act in good faith, (c) knowingly violates the law, the certificate of incorporation, or these By-Laws, or (d) receives an improper personal benefit. Further, in no event shall the Corporation indemnify an officer or director in any legal proceeding by the Corporation against the officer or director or by the officer or director against the Corporation (except where such proceeding is to compel such indemnification).