Bylaws

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New Jersey Alternative Education Association Bylaws

Adopted by Executive Board,  November 22, 2022

Ratified at General Membership Meeting, December 3, 2022

Article 1

Name of the Organization

The organization shall be known as the New Jersey Alternative Education Association, a New Jersey not-for-profit corporation.

Article 2

Purpose

Section 1. The purpose of the New Jersey Alternative Education Association is to serve the needs of students, parents, teachers, and administrators and to engage educators to impact students through advocacy and professional learning, promote understanding of the support from state departments and agencies, school districts, colleges and universities, charters, and policymakers to advance research specific to best practices in alternative/non-traditional education.

Section 2. The corporation is organized exclusively for charitable, educational, religious, or scientific purposes within the meaning of Section 501 © (3) of the Internal Revenue Code.

Article 3

Membership

Members of the association, such as professional educators and other stakeholders involved with and advocating for Alternative Education opportunities, shall be eligible for active membership. Membership shall be based on attendance at the state conference and shall be valid until the following year's conference. For those unable to attend the state conference, membership shall be available for a fee (to be determined by the Executive Board) with the same annual attendance requirement to remain an active member at the state conference. 

Membership eligibility shall be according to a geographic classification for the residential address of the individuals or a business address for organizational membership. All active members have voting rights and are encouraged to participate by vote, holding office, and attending county and state yearly conference meetings. 

Article 4

Executive Officers

Section 1. The Executive Officers shall comprise the President, President-Elect, Past-President, and Treasurer. 

Section 2. The Board of Directors shall elect the President, President-Elect, Secretary, and Treasurer. All Board members shall serve for a two-year term at the Board of Directors meeting prior to the start of the annual conference once the initial officer terms are ended.
a. Past-President shall serve at least a one-year term as a non-voting member.
b. Board of Directors must serve on the Board for two years prior to becoming an Executive Officer.
c. Board Members elected as Executive Officers shall relinquish their County Director position, and a new County Director shall be elected for the remainder of the term at the county meeting during the annual state conference. 

Section 3. If an Executive Officer cannot fulfill the term of office, the Board of Directors shall fill the unexpired term with a current member. 

Section 4. Executive Officers, with the exception of the Past-President, shall be voting members of the Board of Directors. 

Initial officers and term

President, Dr. Adrianne Harrison-Surgeon; Vice-President, Dr. Shannon Crowell-Edghill; Secretary, Cambie Jones; Treasurer, Dr. Stephen Webb. The initial officer terms shall not exceed three years in the office of President and Treasurer and shall not exceed two years in the office of Vice-President and Secretary. 

Article 5
Duties of the Executive Officers

Section 1. The President shall preside at all NJAEA meetings of the Board of Directors, recommend committee appointees to the Board of Directors for approval, and perform all other duties as needed, including the delegation of responsibility to officers and the Board. The President assists the Treasurer in developing and monitoring the annual budget. The President shall lead the Board of Directors in establishing goals for the organization; act as spokesperson; and as an ex-officio member of all committees; and see that all committees function appropriately. 

Section 2. The President-Elect shall work with the President in his/her duties and assume the President's duties in the absence of the President. President-Elect shall attend all monthly Board of Directors meetings. 

Section 3. The Past President shall continue as a member of the Board to assist the President and the Board as needed. 

Section 4. Secretary: The Secretary shall record, maintain and distribute minutes of all meetings of the Association and the Executive Board within one week of the meeting: maintain a current list of members and record attendance at meetings; keep an inventory of the association's property and location and or the members who have the property.

Section 5. The Treasurer shall work with the President to develop the monthly financial reports verify the budget and finances are balanced and accounted forpresent the financial report at the monthly Board of Director meetings, and develop the annual budget. 

Article 6

Amendments

These Bylaws may be amended, repealed, or altered in whole or in part by a majority vote at any regular or special meetings of the organizations Board of Directors. 

Article 7 

Meetings

The organization shall meet at least once a year. At regularly scheduled meetings of the organization, each member present shall be entitled to one vote. One vote over half of the membership present at the meeting shall constitute a majority vote. 

Article 8

Board of Directors

Section 1. The Board of Directors shall govern the organization. The Board of Directors includes the Executive Officers and the County Directors. 

Section 2. One member of the Board of Directors shall represent each of the 21 counties as a County Director where membership eligibility exists throughout the state as outlined by the New Jersey Alternative Education Association. There shall be one representative from the following counties: Atlantic County, Bergen County, Burlington County, Camden County, Cape May County, Cumberland County, Essex County, Gloucester County, Hudson County, Hunterdon County, Mercer County, Middlesex County, Monmouth County, Morris County, Ocean County, Passaic County, Salem County, Somerset County, Sussex County, Union County, and Warren County.

County Director members shall be elected by the general members in their county meetings at the annual conference. Newly elected members shall begin their term on September 1 of the election year. County Director vacancies occurring prior to the end of a term shall be filled by appointment through a majority vote of the remaining Board of Director members. 

Initially, the County Directors shall consist of members appointed by the President and approved by the Executive Board. 

Section 3.

Meetings of the Board of Directors

a. There shall be at least one meeting per year of the Board of Directors at a time by electronic means to be determined by the Board. 

b. A meeting may be convened by the President or upon the request of five voting members of the Board of Directors.

c. Board of Director members shall be notified of Board meetings in writing at least five business days in advance of the meeting. In the event of emergency circumstances, a meeting may be held without the five days notice requirement. In such instances, all members of the Board of Directors shall be notified at least 48 hours in advance of the meeting; notice in these cases may be by telephone or other electronic means.

d. A minimum of four members, of which three are from the Executive Committee, shall represent a quorum. A quorum must be present for purposes of conducting business or making binding decisions at any Board meeting.

e. Board of Directors shall be automatically removed from office at the end of the third meeting from which the member is absent unless the Board of Directors, by a majority vote of members entitled to vote, declares that one or more of the member's absence(s) are excused.

Article 10 

Committees

The association, through its Board of Directors, may establish such committees as may be desirable. Chairpersons of the committees shall be appointed by the President and approved by the Board of Directors. 

Article 11 

Rules of Order

The rules contained in the latest edition of Robert's Rules of Order, revised, shall govern meetings and procedures to be followed in all areas where they are consistent with these bylaws of the Articles of Incorporation of the New Jersey Alternative Education Association. 

Article 12
Dues, finances, and assessments

Section 1 The fiscal year of the organization shall be August through July. The Board of Directors may establish dues membership fees, assessments, registration fees, or other similar requirements prior to August 1. The Treasurer shall be responsible for ensuring that all funds received by the organization are properly deposited, expended, and accounted for. The organization is authorized to receive contributions, grants, gifts, bequests, or other funds designated for the New Jersey Alternative Education Association. 

Section 2. No part of the corporation's net earnings shall inure to the benefit of, or be distributable to, its members, directors, officers, or other private persons except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered. 

Section 3. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Forum, in addition to the Officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Forum, and such authority may be general or confined to specific instances.
 

Section 4. Payment of Indebtedness. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Forum shall be signed by such officer or officers, agent or agents of the Forum and in such manner as shall be determined by action of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Secretary-Treasurer and countersigned by the President & Chief Executive Officer.

Section 5. Deposits. All funds of the Forum shall be deposited to the credit of the Forum in such banks, trust companies, or other depositories as the Board of Directors may select.

Section 6. Bonding. The Board of Directors may provide for the bonding of such officers and employees of the Forum as it may determine is necessary and/or appropriate.
 

Section 7. Gifts. The Board of Directors may accept on behalf of the Forum any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Forum.
 

Section 8. Books and Records. The Forum shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its voting members, the Board of Directors, Executive Committee, and any committees having the authority of the Board of Directors.
 

Section 9. Annual Audit. The Board of Directors shall provide for an annual audit of the financial records of the Forum by a certified public accountant. A report of the financial condition of the Forum shall be made to the membership of the Forum annually.

Article 13

Policies

The Board of Directors may establish policies and/or procedures for the organization. These policies shall be made available to the membership upon request. 

Article 14 

Legislative or Political Activities

No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the incorporation shall not participate in or intervene (including the publishing or distribution of statements) in any political campaign on behalf of any candidate for public office. 

Article 15 

Operational Limitations  

Notwithstanding any other provisions of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal Income Tax under Section 501(c) (3) of the Internal Revenue 

Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170(c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). 

Article 16

Indemnification

The corporation shall indemnify all past and present officers, directors, employees, committee, and task force members, and all other volunteers of the corporation to the full extent permitted by law, and shall be entitled to purchase insurance for such indemnification of officers and directors to the full extent as determined by the Board of Directors, against expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonable incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interest of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interst of the Corporation.

Article 17 

Dissolution Clause

Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner, or the such organization or organizations organized and the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court 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. 

End