Bylaws

Articles

ARTICLE 8: MEETINGS OF MEMBERS

8.1 Place of meetings

Meetings of members shall be held at such place or places as may be designated from time to time by resolution of the Board of Trustees.

8.2 Regular meetings

A regular meeting of members shall be held on [place] at [time], for the purpose of electing trustees and transacting other business as may come before the meeting. The candidates receiving the highest number of votes up to the number of trustees to be elected shall be elected. Each voting member shall cast one vote, with voting being by ballot only. The annual meeting of members for the purpose of electing trustees shall be deemed a regular meeting.

8.3 Special meetings of members

Special meetings of the members shall be called by the Board of Trustees or the President of the corporation, or, if different, by the persons specifically authorized under the laws of New Jersey to call special meetings of the members.

8.4 Notice of meetings

Unless otherwise provided by the Certificate of Incorporation, these Bylaws, or provisions of law, notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) not more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the persons calling the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the corporation, with postage prepaid. Personal notification includes notification by telephone or by facsimile machine, provided however, in the case or facsimile notification, the to be contacted shall acknowledge personal receipt of the facsimile notice by a return message or telephone call within twenty four hours of the first facsimile transmission.

Whenever any notice of a meeting is required to be given to any member of this corporation under provisions of the Certificate of Incorporation, these Bylaws, or the law of New Jersey, a waiver of notice in writing signed by the member, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.

8.5 Quorum for meetings

The members present at the Annual Convention shall constitute a quorum.

8.6 Majority action as membership action

Every action decision done or made by a majority of voting members present in person at a duly held meeting at which a quorum is present is the act of the members, unless the Certificate of Incorporation, these Bylaws, or provisions of law require a greater number.

8.7 Voting rights

Each member is entitled to one vote on each matter submitted to a vote by the members. Voting at duly held meetings shall be by voice vote. Election of Trustees, however, shall be by written ballot.

8.8 Action by written ballot

Except as otherwise provided under the Certificate of Incorporation, these Bylaws, or provisions of law, any action which may be taken at any regular or special meeting of members may be taken without a meeting if the corporation distributes a written ballot to each member entitled to vote on the matter. The ballot shall:

(a) set forth the proposed action;
(b) provide an opportunity to specify approval or disapproval of each proposal;
(c) indicate the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the election of trustees, state the percentage of approvals necessary to pass the measure submitted; and
(d) shall specify the date by which the ballot must be received by the corporation in order to be counted. The date set shall afford members a reasonable time within which the

Ballots shall be mailed or delivered in the manner required for giving notice of membership meetings as specified in these Bylaws.

Approval of action by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

Trustees may be elected by written ballot. Such ballots for the election of trustees shall list the persons nominated at the time the ballots are mailed or delivered.

8.9 Conduct of meeting

Meetings of members shall preside over by the President of the corporation or, in his or her absence, by the Vice President of the corporation or, in the absence of all of these persons, by a Chairperson chosen by a majority of the voting members, present at the meeting. The Secretary of the corporation shall act as Secretary of all meetings of members, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.

At each regular meeting of the members, the Chairperson of the meeting shall distribute to the members present at such meeting a report, verified by the Board of Trustees, showing the (a) .assets and liabilities of the corporation, as of the end of the prior fiscal year together with any material changes thereto in the period up to and including the date of such report (b) the revenue or receipts of the corporation and the expenses or disbursements of the corporation during the immediately preceding fiscal year, (c) the number of members of the corporation as of the date of the report, (d) and a statement of the place where the names and places of residences of current members may be found. Such report shall be filed with the record of the corporation and a copy thereof entered in the minutes of the proceedings of the meeting.

8.10 Nominations and proposed shareholder resolutions

Nominations for membership in the Board of Trustees and proposed shareholders resolutions may be made by the Board of Trustees or by any two members acting jointly.