LBT 10 TAXPAYERS ASSOCIATION INC.
(Revised and Effective: September 27, 2022)
ARTICLE I – NAME AND PURPOSE
Section 1: Name. The name of the Corporation is LBT10 TAXPAYERS ASSOCIATION INC., which is a non-profit corporation formed under the Non-Profit Corporation laws of the State of New Jersey.
Section 2: Purpose. As indicated in the Articles of Incorporation, the Corporation is organized exclusively for charitable and educational purposes as a non-profit corporation that would qualify as an exempt organization under section 501(c)(3) of the Internal Revenue Code (or the corresponding section of any future federal tax code), and the regulations issued thereunder.
Specifically, the Corporation is organized to operate as a non-political, volunteer group of individual members who are real property taxpayers of Long Beach Township, County of Ocean, State of New Jersey; and who are dedicated to enhancing the quality of life for all residents, taxpayers, and visitors of or to Long Beach Township.
In this endeavor, the Corporation shall serve as a taxpayer educational and informational resource and advocate with respect to:
- (a) Fostering informed communication between taxpayers and township and other government officials, in a politically unbiased public interest manner, in matters of government resource allocation, infrastructure projects, public safety issues, residential and commercial regulations, ordinances, land use planning, zoning, building codes, impact of significant public policy questions, real property tax assessments, government budgetary commitments, future plans, and related matters.
- (b) Supporting efficiency and economy in government fiscal matters to ensure that taxpayers’ real property taxes are being collected and spent in the most appropriate and cost-effective manner.
- (c) Organizing and conducting township-wide civic and social activities.
- (d) Supporting local charities and civic organizations which qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code (or the corresponding section of any future federal tax code).
- (e) Taking on other worthwhile and feasible initiatives toward making Long Beach Township a most inviting community on Long Beach Island and the New Jersey shore.
The Corporation is expressly not empowered to engage in activities that are not in the furtherance of one or more of its exempt purposes; and its resources must be dedicated to an exempt purpose within the meaning of section 501(c)(3) of the Internal Revenue Code (or the corresponding section of any future federal tax code). Further, no part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in this Section 2, above. In addition, no substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (including encouraging of any person to contact any member of a legislative body with respect to pending legislation or rule making); and the Corporation shall not participate or intervene directly or indirectly (including the publishing or distribution of oral or written statements) in any political activities or campaign on behalf of or in opposition to any candidate for elective public office. Also, the Corporation is absolutely prohibited from making contributions to any political campaign or issue fund. Notwithstanding any other provision of these By-Laws, the Corporation shall not carry on any other activities not permitted to be carried on by a corporation:
- (a) Exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code (or the corresponding section of any future federal tax code); or
- (b) Contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code (or the corresponding section of any future federal tax code).
Upon the dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code (or the corresponding section of any future federal tax code), or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE II – MEMBERSHIP
The Corporation shall have no members who have an equity position or investment. Dues paying membership (“Members”) shall be open to all real property owners/taxpayers or full-time residents (who are not owners of property) of the communities located between 73rd Street to the north, and 14th Street to the south along Long Beach Boulevard. Only Members who are current on their annual dues (see Article VII, below), may participate in the activities of the Corporation, including standing to be a Trustee or an Officer.
ARTICLE III – BOARD OF TRUSTEES
Section 1: Board Role, Size and Composition. The governing body of the Corporation shall be the Board of Trustees. It shall determine the policies and exercise supervision over all Trustees, Officers, and Committees. The Board shall consist of no fewer than four (4) Trustees, and no more LBT 10 Taxpayers Association Inc. Proprietary than nine (9) Trustees. The Board of Trustees shall consist of a Chairperson of the Board, who is also the President; the Vice Chairperson of the Board, who is also a Vice President; the Secretary, the Treasurer, and any other Member nominated and elected to the Board. Any dues paying Member may seek to be nominated as a Trustee; and can be elected upon a majority vote of all other Trustees participating at a meeting of the Board.
Section 2: Terms, Vacancies, Etc. All Trustees shall serve for three (3) calendar years, which shall constitute one term. All Trustees shall be eligible to serve up to three (3) terms; however, if a Trustee is also elected as an Officer, they may serve for one (1) additional term. Notwithstanding the foregoing, with respect to the Trustees elected in 2021, the first terms of three (3) Trustees shall expire at the end of 2022, the first terms of three (3) Trustees shall expire at the end of 2023, and first terms of the remaining Trustees shall expire at the end of 2024. In the event of a vacancy of a Trustee, the Board of Trustees shall have the power to fill such vacancy for the unexpired term. All Trustees shall be held harmless for any actions taken during their term as a member of the Board of Trustees. The Trustees shall receive no compensation for their services, other than reasonable expenses approved by a majority of the Board.
Section 3: Meetings, Notice, Quorum, Voting. The Board of Trustees shall meet at least three (3) times a year at the time and place designated by the Chairperson of the Board. The Chairperson of the Board shall give notice of the meeting at least ten (10) days in advance by telephone, email, or other electronic means; and conduct the meetings of the Board. Participation in the meetings can be in person, by conference call, or by other electronic means. A majority of the Trustees must participate at a meeting to constitute a quorum to take any action, ratify any decision, or transact any business by the Board. The Board’s decisions require a majority vote of the Trustees participating at a meeting. Any three (3) Trustees shall have the right to call a meeting of the Board on a ten (10) day notice, by telephone, email, or other electronic means, to all Trustees. Board meeting shall be conducted in accordance with Robert’s Rules of Order.
Section 4: Resignation and Ineligibility. A Trustee may resign their position on the Broad by notifying the Secretary in writing. Board of Trustee membership shall automatically terminate when a Trustee is no longer a Long Beach Township taxpayer.
Section 5: Meeting of the Members. When necessary, the Board of Trustees may call a meeting of all the Members. In such case, the Chairperson of the Board shall give notice of the meeting at least ten (10) days in advance by telephone, email, or other electronic means; and conduct the meeting consistent with the manner with which the Board of Trustees conducts its meeting.
ARTICLE IV – OFFICERS
Section 1: Officers and Duties. The Officers of the Corporation shall be a President, Vice President, Vice President – Membership, Secretary, and the Treasurer; and shall have the duties as provided below. Additional officers may be elected by the Board of Trustees at its discretion, and such officers shall perform the duties prescribed by the Board of Trustees.
Section 2: President. The President shall be the chief executive officer of the Corporation; and shall preside over all policy and operational matters; appoint all Committees; shall serve as the Chairperson of the Board of Trustees. The Board of Trustees shall assign further duties as ordinarily pertain to the office of President.
Section 3: Vice President. The Vice President shall assist the President; preside and take over the duties of the President in his/her absence or in the event of vacancy in the office of President; and serve as necessary as the Vice Chairperson of the Board of Trustees. The Board of Trustees shall assign further duties as ordinarily pertain to the office of the Vice President.
Section 4: Vice President – Membership. The Vice President – Membership shall maintain a current roster of dues paying Members; develop plans for garnering additional dues paying Members; develop and implement the website, social media platforms, Member newsletter; and prepare such analyses as requested by the Board. The Board of Trustees shall assign further duties as ordinarily pertain to the office of the Vice President – Membership.
Section 5: Secretary. The Secretary shall record all proceedings of the Board of Trustees; and serve as the administrator of legal and organizational matters for the Corporation. The Secretary shall also maintain a current roster of Trustees, Officers, and Committee managers; maintain the Board of Trustee minutes and agenda; undertake all legal related compliance functions; and be the custodian of the corporate records. The Board of Trustees shall assign further duties as ordinarily pertain to the office of the Secretary.
Section 6: Treasurer. The Treasurer shall collect all dues and other sources of income; effect all expenditures; maintain adequate books of accounts; develop and maintain adequate internal control processes; have custody of all funds and operate all bank accounts; effect all financial transactions; sign or endorse all transaction documents; maintain all insurance policies; prepare all requested or required financial analyses; and undertake all financial and tax related compliance functions. The Board of Trustees shall approve in advance the opening of all bank accounts. The Treasurer shall render to the Board of Trustees such periodic reports of the financial position and condition of the Corporation as are required or appropriate. The Board of Trustees shall initiate an audit of the financial records and processes as required or appropriate, including the engagement of an outside auditor or certified public accountant. The Board of Trustees shall assign further duties as ordinarily pertain to the office of the Treasurer.
Section 7: Nomination and Election of Officers. Nominations for election of Officers shall be made by the Board of Trustees. Any Trustee can nominate a Member to be an Officer and submit the name of the individual to the Secretary by December 1 of the year prior to the start of the calendar year of service of the Officer. All Officers shall be elected at the December meeting of the Board of Trustees by a majority of the Trustees participating in the meeting, provided the required quorum is present.
Section 8: Terms, Vacancies, Etc. All Officers shall serve for a term of three (3) calendar years. Except in the case of an Officer who also serves as a Trustee (see ARTICLE III, Section 2, above), there shall be no limitation on an Officer’s terms served. Notwithstanding the foregoing, with respect to the Officers elected in 2021, the first terms of the Secretary and the Treasurer shall expire at the end of 2022, the first term of any Vice President shall expire at the end of 2023, and first term of the President shall expire at the end of 2024. In the event of a vacancy in any Officer position, the Board of Trustees shall have the power to fill such vacancy for the unexpired term, except for the case of the President where the succession of the Vice President (if elected) shall fill such vacancy. All Officers shall be held harmless for any actions taken during their term as an Officer. The Officers shall receive no compensation for their services, other than reasonable expenses approved by a majority of the Board.
ARTICLE V – OTHER MATTERS FOR TRUSTEES AND OFFICERS
Section 1: Vote of “No Confidence.” Any Trustee or Officer can be subject to a vote of “No Confidence” brought by a Trustee based on adequate evidence, and subject to a majority vote of the Board shall be asked to surrender their office. In such case, a replacement may be elected to serve the unexpired term of the surrendering Trustee or Officer by a majority vote of the Board.
Section 2: Conflicts of Interest and Inappropriate Actions. Subject to further guidance provided by the Board, or a Committee to be hereafter designated by the Board, there shall be no tolerance for any actions that would constitute a conflict of interest or be inappropriate to the purposes of the Corporation, including any behavior that presents an appearance of such actions. The essence of this provision is to ensure that the Corporation operates in a manner consistent with its primary purpose and does not engage in activities that could jeopardize the non-profit or tax-exempt status of the Corporation, or otherwise create exposure to legal liability or adverse publicity for the Corporation, or compromise the trust of the Members or the public in the Corporation.
The primary, but not exclusive, matters contemplated by this provision, compliance with which shall be subject to periodic review by the Board, are the following.
- (i) No Trustee or Officer shall conduct any financial transactions that do not conform to the Corporation’s policies and practices, which requires that financial transactions be concluded on a comparable arm’s length basis; are properly documented and recorded in the financial accounts; reflect reasonable, ordinary and necessary expenditures for goods provided and services rendered; are in furtherance of the primary purpose of the Corporation; and do not result in inurement, impermissible private benefit or in an excessive benefit to the parties to the transactions.
- (ii) No Trustee or Officer shall be permitted to campaign for or assume a public office (whether elected or appointed).
Any Trustee or Officer that is not in compliance with this provision based on adequate evidence, and subject to a majority vote of the Board shall be asked to surrender their office. In such case, a replacement may be elected to serve the unexpired term of the surrendering Trustee or Officer by a majority vote of the Board.
ARTICLE VI – COMMITTEES
Section 1 – It is contemplated that the following Committees shall be established by the President:
- Communications/Social Media (Website, Facebook, Twitter)
- Member Newsletter
- Beach Beautification and Access
- Special Events/Funding
- Nominating (Trustees/Officers)
- Government Affairs (Commissioner meetings, Zoning/Land Use meetings)
- Community Safety
- Taxpayer Associations’ Histories
- Joint Council of Taxpayer Associations (JCTA)
Section 2 – In addition, there may be such special committees, as designated by the President
ARTICLE VII – DUES AND ASSESSMENTS
Section 1: Dues. All Members shall pay annual dues, the amount of which will be determined by the Board of Trustees on a per property basis. The date that dues are payable shall also be determined by the Board of Trustees.
Section 2: Assessments. The Corporation shall have no power to levy any compulsory assessments for funds upon its Members.
ARTICLE VIII – AMENDMENTS
These By-Laws may be amended by a majority vote of the members of the Board of Trustees at a meeting. Proposed amendments shall be filed with the Secretary in writing and a written resolution proposing such amendments shall be introduced at a meeting. Amendments will then be acted upon at the following meeting. Such amendments shall become part of the By-Laws on the date of approval, and thereupon announced to all dues paying Members.
ARTICLE IX – DISSOLUTION
In the event this Corporation should dissolve or terminate for any reason, any funds remaining in its hands shall be donated to a non-profit organization qualifies am exempt organization pursuant to section 501(c)(3) of the Internal Revenue Code (or the corresponding section of any future federal tax code). The decision as to the organization(s) to receive these funds shall be made by a majority vote of the Board of Trustees at a meeting. If a quorum cannot be attained at such meeting, then the decision shall be made by a majority of the members of the Board of Trustees at a special meeting called to make such decision. LBT 10 Taxpayers Association Inc. Proprietary
These By-Laws were approved and adopted at a meeting of the Board of Trustees by a majority vote of the Trustees participating at the meeting, where a quorum was present, on September 27, 2022.
/s/ William H. Malone, Jr.
William H. Malone
Chairperson of the Board of Trustees & President
/s/ Stephen J. Salvati
Stephen J. Salvati
Trustee & Secretary