ARTICLE I: MEMBERSHIP
- The Members of the Ten Towns Great Swamp Watershed Management Committee shall be composed of the following organizations: The Borough of Bernardsville, Bernards Township, Chatham Township, Harding Township, Long Hill Township, the Borough of Madison, Borough of Mendham, Mendham Township, the Town of Morristown, Morris Township and U.S. Fish and Wildlife Service. Each shall have the right to appoint one Trustee and two alternate Trustees. Each Member, through its Trustees, shall have one vote on any matter requiring a vote. Trustees shall serve a term of two years and be eligible for reappointment at the discretion of the appointing body of the member organizations.
- Membership in the Committee shall be subject to execution of an Interlocal Government Services Agreement in accordance with the provisions of the New Jersey Interlocal Services Law (N.J.S.A. 40:8A-1). The term of the agreement shall be for five years and renewable in five year increments.
ARTICLE II: BOARD OF TRUSTEES
- The Board of Trustees shall be composed of representatives of eleven Members.
- Any Trustee may resign from the Board by giving notice of resignation to the Secretary and to the Member that appointed the Trustee. Such resignation shall become effective upon the receipt of such notice by the Secretary, or upon such date after the receipt thereof by the Secretary as may be specified in the notice.
- Trustees shall be appointed by the Members, and they shall hold office for a period of two (2) years.
- The Board of Trustees shall have all the powers conferred upon it by law, by the Certificate of Incorporation and by the By-Laws. Without limiting the generality of the foregoing, but by way of illustration, the Board is authorized:
- To manage the property and affairs of the Committee;
- To determine the scope and extent of the activities of the Committee and to define and carry out its policies;
- To adopt such rules and regulations for the conduct of the meetings of the Board, and for the management of the affairs of the Committee, as the Board may deem proper, not inconsistent with the laws of the State of New Jersey, the Certificate of Incorporation, and the By-Laws;
- To invest and reinvest funds of the Committee;
- To authorize the preparation and circulation of documents and the publication of articles;
- To elect, appoint or employ such officers, committees, agents and employees as the Board shall deem necessary or desirable, and to delegate such powers of the Board as may lawfully be delegated;
- To advise and cause to be carried into effect all measures which the Board may deem proper and expedient to promote the objects and purposes of the Committee.
- Commencing with the year 1998, the Annual Meeting of the Board of Trustees shall be held in June of each year. Regular Committee meetings will be held once a month or at the discretion of the Chairman. Special meetings of the Board of Trustees may be held at any time at the call of the Chairman and the Secretary. Notices of meetings shall comply with the Open Public Meetings Act.
- At any meeting of the Board of Trustees, representatives of six of the Members shall constitute a quorum. Except as otherwise provided by law or the By-Laws, the vote of a majority of the Members present at any meeting shall be necessary for the transaction of business. If there is less than a quorum present at any meeting, the meeting may be adjourned by those present, without notice other than announcement at the meeting.
- The Board of Trustees from time to time may create committees with such powers and duties as the Board may prescribe. The Board of Trustees may delegate to any such committee or committees including a majority of the members of the Board any or all of the powers of the Board that lawfully may be delegated. Additional members of a committee in question are not vested with powers or duties corresponding to the powers or duties of the Board of Trustees. Members of committees need not be members of the Board.
- Members of the Board of Trustees of the Committee shall serve without salary or other compensation.
- Any Trustee may be suspended or expelled for cause by a two-thirds vote of the Members present at any meeting of the Board, provided, however, that written notice of the proposed suspension or expulsion and a copy of the charges preferred against such Trustee shall have been mailed to such Trustee at his last known address as shown by the books or records of the Committee, at least thirty days prior to the date of the meeting of the Board at which such suspension or expulsion shall be considered.
ARTICLE III: OFFICERS
- The Board of Trustees shall elect from its own number Chairman at each annual meeting, a Chairman, Secretary and a Treasurer. In its discretion, the Board may also elect one or more Vice Chairmen. Officers shall hold office until their successors are elected and qualified.
- The Chairman shall be the chief executive officer of Committee and shall be ex officio a member of all committees except the Nominating Committee. The Chairman shall preside at meetings of the Board of Trustees and appoint members to committees created by the Board of Trustees. The Chairman shall have the general powers of supervision and management usually vested in the chief executive officer, subject, however, to the right of the Board of Trustees to delegate any specific power or powers to any other officer or officers of the Committee. The Chairman shall perform such other duties and have such other powers as from time to time may be set forth in the By-Laws or prescribed by the Board of Trustees.
- The Vice-Chairman, if there shall be one, or, if there be more than one, the Vice-Chairman according to the order of their seniority, if any, established by the Board of Trustees, shall, in the absence of the Chairman, perform the duties of the Chairman, and shall perform such other duties and have such other powers as from time to time may be set forth in the By-Laws or prescribed by the Board of Trustees.>
- The Secretary shall keep the minutes and records and conduct the correspondence of the Committee and of the Board of Trustees, and shall perform such other duties as from time to time may be prescribed by the Board of Trustees. The Secretary shall have the custody of the seal of the Committee and authority to affix the same or a facsimile thereof to documents executed in behalf of the Committee, and to attest the same and shall maintain a record of the names of all individuals in whose memories funds are raised, collected or bequeathed.
- The Treasurer shall receive the moneys due and belonging to the Committee and shall have the custody of all funds, securities, properties and title documents thereof. The Treasurer shall deposit the funds of the Committee in such financial institutions as the Board of Trustees from time to time shall prescribe. The Treasurer shall keep regular and correct amounts and submit reports to the Trustees whenever called for by them. The Treasurer shall give such bond for the faithful performance of the Treasurer’s duties as the Board of Trustees from time to time may deem necessary.
- All officers, agents and members of committees, regardless of how elected, chosen or appointed, shall be subject to removal by the Board of Trustees at any time with or without cause.
ARTICLE IV: COMMITTEES
- Executive Committee:
- The officers shall serve as an Executive Committee to organize activities of the Committee and to exercise the Committee’s authority between regular meetings.
- At its discretion, the Executive Committee may invite the immediate past Chairman to serve as a voting member of the Executive Committee.
- The Secretary shall keep the minutes of the Executive Committee’s meetings, which shall be available for review by the Trustees, or “a Trustee” on request.
- All checks, drafts, notes and orders for the payment of money shall be approved by the Executive Committee and signed by such officers or agents as the Board of Trustees from time to time may designate, with a minimum of 2 signatures required.
- Nominating Committee: At least three months before the Annual Meeting, the Chairman shall appoint the immediate past Chairman and two Trustees to serve as members of the Nominating Committee to make recommendations to the Committee for the officers to be elected at the Annual Meeting. The immediate past Chairman shall serve as Chairman of the Nominating Committee.
- Unless otherwise specified, all committees created by the Board (other than the Executive Committee) shall terminate after a period of one year.
ARTICLE V: OFFICES
- The registered office shall be in the Township of Hanover, County of Morris and State of New Jersey.
- The Committee may also have offices at such other places within and without the State of New Jersey as the Board of Trustees may from time to time determine or the activities of the Committee may require.
ARTICLE VI: MISCELLANEOUS PROVISIONS
- The fiscal year of the Committee shall commence on the 1st day of July.
- The seal of the Committee shall be in such form as shall be adopted by the Board of Trustees.
- Budgets and contracts under which funds will be expended must be approved at Committee meetings by a roll call vote of the Members present.
- The Board of Trustees shall present at each annual meeting; and at any special meeting of the membership when called for by a vote of the Trustees, a full and clear statement of the activities and conditions of the Committee.
- In the event of a liquidation, dissolution, termination or winding up of the Committee, whether voluntary, involuntary or by operation of law, none of the property or assets of the Committee shall be made available in any way to any individual, Committee or other organization, except to such organization or organizations qualifying as exempt from income tax under Section 501 (c) (3) of the United States Internal Revenue Code of 1986 that the Board may deem appropriate.
ARTICLE VII: INDEMNIFICATION OF TRUSTEES
The Committee shall indemnify every Trustee against and hold each Trustee harmless from any liability, claim, cost, loss, damage or expense (including attorney's fees) to the full extent permitted by law. The Committee shall also indemnify every Trustee against any liability, claim, cost, loss, damage or expense (including attorney's fees) incurred in proceedings in the right of the Committee.
ARTICLE VIII: AMENDMENT OF BY-LAWS
These By-Laws may be altered, amended or repealed at any meeting of the Board of Trustees by a vote of two-thirds of the Members present, provided the notice of the meeting sets forth the substance or text of the proposed alteration, amendment or repeal.