ARTICLE 1 – DEFINITIONS

 

Section 1.1. Definitions.

 

The following terms used in these Amended and Restated Bylaws (the “Bylaws”) shall have the meanings set forth below.

 

1. “Act” means the New Jersey Nonprofit Corporation Act, Title 15A of the New Jersey Statutes, as amended.

2. “Active Members” means those individuals that satisfy the requirements for Full or Associate Membership set forth in Section 5.1 of these Bylaws.

3. “Board” means the Board of Trustees of the Society.

4. “Director” means an individual serving on the Board of Trustees, as such term is defined in the Act.

5. “Members” means those individuals and/or organizations that satisfy the require- ments for membership set forth in Section 5.1 of the Bylaws.

6. “Officer” means a person elected by the Board to fulfill the positions in Article 9

of these Bylaws.

1. “Society” means The American Society of Perfumers, Inc.

 

ARTICLE 2 – PURPOSES

 

Section 2.1. Purposes.

 

The purposes of the Society are as set forth in its Certificate of Incorporation.

 

ARTICLE 3 – OFFICES

 

Section 3.1. Offices.

 

The registered office of the Society shall be located in New Jersey. The Society may have any number of other offices at such places as the Board may determine.

ARTICLE 4 – SEAL

 

Section 4.1. Seal.

 

The Society may use a Corporate Seal. The Corporate Seal shall bear the name of the Society, the year of its incorporation, and the words “Corporate Seal, New Jersey.”

 

ARTICLE 5 – MEMBERS

 

Section 5.1. Classes of Members.

 

The Society shall have five (5) classes of Members.

 

1. 1.     Full Members. Full members (each, a “Full Member” and together, the “Full Members”) are individuals who previously served as either Appren- tice Members or Guest Members and otherwise meet the requirements and qualifications for full membership established by the Board.

 

1. 1. Apprentice Members. Apprentice members (each, an “Apprentice Mem- ber,” and together, the “Apprentice Members”) are individuals who meet the requirements and qualifications for apprentice membership established by the Board.

 

1. 1. Guest Members. Guest members (each, a “Guest Member” and together, the “Guest Members”) are those individuals who meet the requirements and qualifications for guest membership established by the Board.

 

1. 1. Honorary Members. Honorary members include any person or profes- sional society, association, or organization in sympathy with the objects of the Society that meets the requirements and qualifications for honorary membership established by the Board.

 

1. 1. Life Members. Life members include individuals who have retired and no longer receive remuneration for work as a perfumer or related activities, who meet the requirements and qualifications for life membership estab- lished by the Board.

 

Section 5.2. Annual Meeting of Members.

 

There shall be an Annual Meeting of Members for the election of Directors and the transaction of other business. Such meeting shall be held at a time and at a place within the State of New Jersey to be determined by the Board and shall be called by the Secretary upon at least ten (10) days written notice (as detailed in Section 10.1), pursuant to Article 10.

Section 5.3. Special Meeting of Members.

 

Special Meetings of the Members may be called for any purpose by the Secretary upon the written request of the President, the Board, or upon the written petition of at least ten percent (10%) of the Members entitled to vote at a meeting, and may be held at any place within the State of New Jersey, upon at least ten (10) days written notice, pur- suant to Article 10.

 

Section 5.4. Voting.

 

Each Active Member shall be entitled to one (1) vote. Unless otherwise prohib- ited by the Act, each Active Member shall have the right to vote on the following mat- ters:

 

1. The election of Directors nominated by the Nominating Committee, if any;

 

1. The approval of new Members as presented by the Membership Commit- tee;

 

1. The amendment or repeal of the Bylaws or amendment of the Certificate of Incorporation; and/or

 

1. Such other questions that the Board deems desirable to be submitted to a vote by the Active Members.

 

A mail ballot will be sent to each Active Member at least four (4) weeks before each election of Officers and Directors and for acceptance of new Members in all catego- ries.

 

Section 5.5. Quorum.

 

The presence of at least fifteen percent (15%) of Active Members shall constitute a quorum for the transaction of business; provided, however, that signed mail ballots of a majority of Active Members shall be required for the election of Directors and approval of new Members, pursuant to Section 5.4 of these Bylaws. The Active Members may be present or represented by proxy at any meeting duly called. If Members representing less than a quorum are in attendance at any meeting, such meeting may be adjourned by a vote of a majority of the votes authorized to be cast by the Active Members present or represented. The acts of a majority of the Active Members present and voting at a meet- ing at which a quorum is present shall be the acts of the Members.

 

Section 5.6. Unanimous Written Consent of Members.

 

To the extent permitted by the Act, whenever the vote of Members at a meeting thereof is required or permitted to be taken in connection with any corporate action by

any provision of the Act, the Certificate of Incorporation, or these Bylaws, the meeting and vote of Members may be dispensed with if all of the Members consent in writing to such corporate action being taken and the written consents are filed in the corporate mi- nute book.

 

Section 5.7.   Voting by Proxy.

 

Active Members shall be entitled to vote at meetings either in person or by proxy, provided that the holder of any proxy shall be another Active Member of the Society ap- pointed by an instrument in writing signed by the Member granting the proxy or by their duly authorized representative.

 

Section 5.8. Dues and Assessments.

 

Annual dues, initiation fees, and assessments for Active Members shall be deter- mined from time to time by the Board.

 

Section 5.9. Nontransferable.

 

Membership in the Society is not transferable.

 

Section 5.10. Good Standing.

 

Subject to Section 5.11, any Member who fails to pay dues or otherwise meet the requirements and qualifications for membership as provided in these Bylaws or any other Membership guidelines or requirements established by the Board shall be considered as a Member not in Good Standing, and, if an Active Member, shall have no voice or vote in any matter until such delinquent dues are paid in full.

 

Section 5.11.    Suspension or Termination of Membership.

 

Any membership may be suspended or terminated for cause, upon recommenda- tion of the Board, by a vote of a majority of Directors. No such membership shall be sus- pended or terminated unless the reasons therefor have been set forth in writing and a copy thereof sent to the Member in question thirty (30) days prior to the meeting of the Board to consider such suspension or termination, and unless an opportunity is given to the member to refute such charges. Termination of membership for non-payment of dues re- quires only a majority Board vote.

 

Section 5.12. Resignation from Membership.

 

A Member may resign by providing written notice of such resignation to the Sec-

retary.

ARTICLE 6 – BOARD OF DIRECTORS

 

Section 6.1. Board of Directors.

 

The business and affairs of the Society shall be managed under the direction of the Board, subject to the restrictions imposed by the Act, Certificate of Incorporation, and the powers expressly reserved for the Active Members pursuant to Section 5.4 of these Bylaws.

 

Section 6.2. Qualifications of Directors.

 

Each Director shall be a natural person at least eighteen (18) years of age who need not be a resident of New Jersey. Each Director shall be an Active Member in Good Standing.

 

Section 6.3. Number and Election of Directors.

 

The Board shall consist of nine (9) Directors. Consistent with Section 5.4., each Director shall be elected at the Annual Meeting or at any Special Meeting of the Mem- bers by a majority of the mail ballots which at any time are authorized to be completed by all Active Members.

 

Section 6.4. Term of Office.

 

Each Director shall be elected for a term of three (3) years and shall hold office until (a) the later of the expiration of the term for which they were elected or the next meeting of the Members for the election of Directors, or (b) their earlier death, resigna- tion, or removal; provided, however, that the initial Board shall be elected for staggered terms so that, as nearly as possible, one-half (1/2) of the Directors shall be elected each year.

 

Section 6.5. Procedure for Nomination of Candidates for Directors.

 

At least thirty (30) days in advance of the Annual Meeting or at any Special Meet- ing of the Members, the Society shall request nominations of candidates for election as Directors from the Nominating Committee, if any. Any Member nominated to serve as a Director shall: (1) accept or reject the nomination within ten (10) days of notification from the Society of the nomination; and (2) if such nomination is accepted, provide the Member’s resume or curriculum vitae within twenty-one (21) days of acceptance of the nomination.

 

Section 6.6. Vacancies.

 

Vacancies in the Board, including vacancies resulting from (a) an increase in the number of Directors, or (b) the death, resignation, removal of a Director, shall be filled

by the Board. Each person so elected under this Section 6.6 shall be a Director to serve for the balance of the term of the vacant position.

 

Section 6.7. Removal of Directors.

 

Any Director may be removed from office, without assigning any cause, by the affirmative vote of the Board, at any meeting of the Board. If any Director is removed, the resulting vacancy may be filled by the remaining Directors at the same meeting.

 

Section 6.8. Resignations.

 

Any Director may resign at any time by giving written notice to the Secretary. The resignation shall be effective upon receipt by the Secretary or at such subsequent time as may be specified in the notice of resignation.

 

Section 6.9. Compensation of Directors.

 

Directors are volunteering their time and talents and shall serve without monetary compensation, and may receive a discretionary annual stipend as determined by the Board. A Director may also be a salaried Officer, employee, independent contractor, or agent of the Society. In addition, Directors may also receive reasonable compensation for reasonable and necessary services performed in that capacity.

 

Section 6.10. Voting Rights.

 

Each Director shall be entitled to one (1) vote.

 

ARTICLE 7 – COMMITTEES AND ADVISORY BOARD

 

Section 7.1 Establishment and Powers.

 

The Board may, by resolution adopted by a majority of the Directors, establish one (1) or more committees to consist of one (1) or more Directors or Members of the Society. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all of the powers and authority of the Board, except that no com- mittee, including the Executive Committee, shall have any power or authority as to the following:

 

1. The election, appointment, or removal of any Member, Director or Of- ficer;

2. The making, altering, or repealing of any Bylaw of the Society;

3. The submission to the Members of any action that requires Member ap- proval; or

4. The amendment or repeal of any resolution of the Board previously adopted by the Board.

Section 7.2. Term.

 

Each committee of the Board and its members shall serve at the pleasure of the

Board.

 

Section 7.3. Executive Committee.

 

The Society shall have an Executive Committee, which shall have all the powers and exercise all the duties of the Board in the management of the business of the Society. The Executive Committee shall consist of the Officers of the Society.

 

The minutes of the meetings of the Executive Committee shall be recorded, and copies of said minutes shall be distributed to the Members and the Board and filed in the corporate minute book.

 

Section 7.4. Standing Committees.

 

In addition to such other committees as the Board may authorize or elect, there may be the following standing committees:

 

1. Nominating Committee. The Board may form a Nominating Committee to be composed of Directors and Active Members and may elect a Chair for such Com- mittee. The Nominating Committee may establish its own practices and proce- dures, as it may determine from time to time.

 

1. Membership Committee. The Membership Committee shall be composed of the Officers. The Membership Committee shall examine the qualifications of persons proposed for membership in the Society relative to the qualifications for Active Members established by the Board, and shall report the results to the Active Members.

 

Section 7.5. Advisor to the Board.

 

The President may appoint a past President of the Society to serve as an advisor to the Board (the “Advisor”). The Advisor may meet with the Board and Officers at such times and in such places as determined by the Board. At the request of the Board, the Advisor may make recommendations and provide advice to the Board relating to the mis- sion, purpose, and operations of the Society, or such other matters as the Board shall de- termine. The recommendations of the Advisor are to be suggestive only and not binding in any respect upon the Officers and the Board.    The Advisor shall serve at the pleasure of the Board for a term determined by the President.

ARTICLE 8 – MEETINGS OF DIRECTORS

 

Section 8.1. Place of Meetings.

 

Meetings of the Board may be held within or without the State of New Jersey, un- less otherwise provided in the Certificate of Incorporation or these Bylaws. The Board may hold its meetings at such places as the Board may appoint or as may be designated in the notice of the meeting.

 

Section 8.2. Annual Meeting.

 

An annual meeting of the Board shall be held on a date and during a time to be determined by the Board in its discretion for the purpose of the election of Officers and for the transaction of any other business which may be brought before the meeting. Fail- ure to hold the annual meeting at the designated time, or any adjournment thereof, shall not affect otherwise valid corporate acts or result in forfeiture or dissolution of the Soci- ety. If the annual meeting is not held on the date designated, the Board shall cause the meeting to be held as soon thereafter as convenient.

 

Section 8.3. Regular Meetings.

 

The Board may hold its regular meetings at such place and time as shall be desig- nated by resolution of the Board. The Board shall transact such business as may properly be brought before its meetings. Notice of regular meetings need not be given.

 

Section 8.4. Special Meetings of the Board.

 

The President or the Board may call special meetings of the Board which shall be held at such time and place as shall be designated in the call for the meeting. Three (3) days’ notice of any special meeting shall be given to each Director pursuant to Section

1. 1. or by telephone unless such notice is waived pursuant to Article 10 of these Bylaws. Such notice shall state the time and place of such special meeting but need not state the purpose of the special meeting.

 

Section 8.5. Quorum.

 

A majority of Directors shall constitute a quorum for the transaction of business. The acts of a majority of the Directors present and voting at a meeting at which a quorum is present shall be the acts of the Board.

 

Section 8.6.  Participation in Meetings.

 

One (1) or more Directors may participate in a meeting of the Board or a commit- tee thereof by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

Section 8.7. Organization.

 

Every meeting of the Board shall be presided over by the President, or in the ab- sence of the President, the Vice President, or in the absence of the President and the Vice President, a chair chosen by a majority of the Directors present. The Secretary, or in their absence, a person appointed by the chair, shall act as secretary.

 

Section 8.8. Action of Directors Without Meeting.

 

Unless otherwise provided by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken pursuant to authorization voted at a meeting of the Board may be taken without a meeting if, prior or subsequent to the action, all Di- rectors consent thereto in writing and the written consents are filed with the minutes of the Board. The consents shall have the same effect as a unanimous vote of the Board for all purposes, and may be stated as such in any certificate or other document filed with the Secretary of State.

 

ARTICLE 9 – OFFICERS

 

Section 9.1. Number.

 

The Officers of the Society shall include a President, a Secretary, and a Treasurer.

The Officers may include one (1) Chair (the immediate past President of the Society), one (1) or more Vice Presidents, one (1) or more Assistant Secretaries, one (1) or more Assistant Treasurers, and such other Officers as the Board may determine by resolution. The same person may hold any number of offices. The same person may hold any num- ber of offices; however, no Officer shall execute, acknowledge, or verify any instrument in more than one capacity if the instrument is required by law to be executed, acknowl- edged, or verified by two (2) or more Officers.

 

Section 9.2. Qualifications of Officers.

 

The Officers shall be natural persons at least eighteen (18) years of age.

 

Section 9.3. Election and Term of Office.

 

The Officers of the Society shall be elected by the Board at any meeting of the Board for a term of two (2) years. Each Officer shall hold office until (a) the later of the term for which they were elected or until their successor has been elected and qualified, or (b) until their earlier death, resignation, or removal.

 

Section 9.4. Removal of Officers.

 

The Board may remove any Officer, without assigning any cause, whenever in its judgment the best interests of the Society will be served.

Section 9.5. Resignations.

 

Any Officer may resign at any time by giving written notice to the Secretary. The resignation shall be effective upon receipt by the Secretary or at such subsequent time as may be specified in the notice of resignation.

 

Section 9.6. The President.

 

The President shall have general supervision over the business and operations of the Society, subject to the control of the Board. The President shall chair all meetings of the Members, the Board, and the Executive Committee. The President shall execute in the name of the Society, deeds, mortgages, bonds, contracts, and other instruments au- thorized by the Board, except in cases where the execution thereof shall be expressly del- egated by the Board to some other Officer or agent of the Society. In general, the Presi- dent shall perform all duties incident to the office of President, as specified by the Act, and such other duties as may be assigned by the Board or the Members.

 

Section 9.7. Vice Presidents.

 

In the absence or disability of the President or when so directed by the President, any Vice President may perform all the duties of the President, and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President. Each Vice President shall perform such other duties as may be assigned by the Members, the Board, or the President.

 

Section 9.8. The Treasurer.

 

The Treasurer shall be responsible for corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Society. The Treasurer shall have full authority to receive and give receipts for all money due and payable to the Society, and to endorse checks, drafts, and warrants in its name and on its behalf, and to give full discharge for the same. The Treasurer shall deposit all funds of the Society, except such as may be required for current use, in such banks or other places of deposit as the Board may designate. In general, the Treasurer shall per- form all duties incident to the office of Treasurer as specified by the Act, and such other duties as may be assigned by the Members, the Board, or the President.

 

Section 9.9. Assistant Treasurers.

 

The Board may elect one (1) or more Assistant Treasurers. In the absence, inca- pacity, or disability of the Treasurer or when so directed by the Treasurer, any Assistant Treasurer may perform all the duties of the Treasurer, and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Treasurer. Each Assistant Treasurer shall perform such other duties as may be assigned by the Members, the Board, the President, or the Treasurer.

Section 9.10. The Secretary.

 

The Secretary shall attend all meetings of the Board. The Secretary shall record all votes of the Members, the Board and the minutes of the meetings of the Members and the Board in a book or books to be kept for that purpose. The Secretary shall see that re- quired notices of meetings of the Board are given and that all records and reports are properly kept and filed by the Society. The Secretary shall be the custodian of the seal of the Society. In general, the Secretary shall perform all duties incident to the office of Secretary, as specified by the Act, and such other duties as may be assigned by the Mem- bers, the Board, or by the President.

 

Section 9.11. Assistant Secretaries.

 

The Board may elect one (1) or more Assistant Secretaries. In the absence, inca- pacity, or disability of the Secretary or when so directed by the Secretary, any Assistant Secretary may perform all the duties of the Secretary, and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Secretary. Each Assistant Secretary shall perform such other duties as may be assigned by the Board, the President, or the Secretary.

 

Section 9.12. Compensation of Officers.

 

Officers are volunteering their time and talents and shall serve without monetary compensation, and may receive a discretionary annual stipend established by the Board. In addition, Officers may also receive reasonable compensation for reasonable and neces- sary services performed in that capacity.

 

ARTICLE 10 - NOTICE

 

Section 10.1. Written Notice.

 

Whenever written notice is required to be given to any person, it may be given to the person by sending a copy by certified or express mail, postage prepaid, by courier ser- vice, charges prepaid, or by email with a request for an acknowledgement of receipt, to their address (or to their email address) appearing on the books of the Society or, in the case of Members and Directors, supplied by them to the Society for the purposes of no- tice. If the notice is sent by mail or courier service, it shall be deemed to have been given when deposited in the United States mail or with a courier service for delivery to that per- son or, in the case of email, when receipt has been confirmed. A notice of meeting shall specify the place, day, and hour of the meeting and any other information required by the Act. Except as otherwise provided by the Act or these Bylaws, when a meeting is ad- journed, it shall not be necessary to give any notice of the adjourned meeting, or of the business to be transacted at an adjourned meeting other than by announcement at the meeting at which such adjournment is taken.

Section 10.2. Waiver by Writing.

 

Whenever any written notice is required to be given, a waiver in writing, signed by the person or persons entitled to the notice, whether before or after the time stated, shall be deemed equivalent to the giving of the notice. Neither the business to be trans- acted at, nor the purpose of, a meeting need be specified in the waiver of notice of the meeting.

 

Section 10.3. Waiver by Attendance.

 

Attendance of a person at any meeting shall constitute a waiver of notice of the meeting except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.

 

ARTICLE 11 – CONFLICTS OF INTEREST

 

Section 11.1. Interested Members, Directors, and Officers.

 

No contract or transaction between the Society and one or more of its Members, Directors, or Officers or between the Society and any other corporation, partnership, cor- poration, or other organization in which one or more of its Members, Directors, or Offic- ers are Directors, directors, or officers, or have a financial interest, shall be void or voida- ble solely for such reason, or solely because the Member, Director, or Officer is present at or participates in the meeting of the Members or Board or a committee thereof which authorizes or approves the contract or transaction, or solely because their votes are counted for that purpose, if:

 

1. 1. 1. The fact of the common Directorship or interest is disclosed or known to the Members, the Board, or committee, and the Members, Board, or com- mittee authorizes, approves, or ratifies the contract or transaction by unan- imous written consent, provided at least one Member or Director so con- senting is disinterested, or by affirmative vote of a majority of the disinter- ested Members or Directors, even though the disinterested Members or Directors are less than a quorum; and

      2. The contract or transaction is fair and reasonable as to the Society as of the time it is authorized, approved, or ratified by the Members, Board, or com- mittee.

 

Common or interested Members or Directors may be counted in determining the presence of a quorum at a meeting of the Members or Board or committee thereof which authorizes the contract or transaction.

ARTICLE 12 – LIMITATION OF LIABILITY; INSURANCE

 

Section 12.1. Limitation of Liability of Members and Directors.

 

As provided for in the Society’s Certificate of Incorporation, no Member or Di- rector of the Society shall be personally liable to the Society for damages for breach of any duty owed to the Society, except for liabilities arising from any breach of duty based upon an act or omission (a) in breach of the duty of loyalty to the Society, (b) not in good faith or involving a knowing violation of law; or (c) resulting in receipt by such Member or Director of an improper personal benefit. Neither the amendment or repeal of this Ar- ticle 12 shall eliminate or reduce the protection offered by this Article 12 to a Member or Director of the Society in respect to any matter which occurred, or any cause of action, suit or claim which but for this Article 12 would have accrued or arisen prior to such amendment, repeal or adoption.

 

Section 12.2. Presumption of Assent to Action Taken at a Meeting.

 

A Member or Director who is present at or absent from a meeting of the Members or the Board, or any committee thereof of which they are a member, at which action is taken shall be presumed to have concurred in the action taken unless the Member’s or Di- rector’s dissent shall be entered in the minutes of the meeting or unless the Member or Director shall file their dissent to such action with the Secretary before or promptly after the adjournment thereof. Such right to dissent shall not apply to a Member or Director who voted in favor of such action.

 

Section 12.3. Reliance on Records and Reports.

 

A Member or Director shall not be personally liable for any action taken or failure to take any action as a Member or Director if, acting in good faith, the Member or Direc- tor relies upon:

 

1. The opinion of counsel for the Society;

2. Written reports setting forth financial data concerning the Society and pre- pared by an independent public accountant or certified public accountant or firm of accountants; and

3. Financial statements, books of account, or reports of the Society repre- sented to the Member or the Director to be correct by the President of the Board, the Officer of the Society having charge of the books of account, or the person presiding at a meeting of the Board.

 

Section 12.4. Insurance.

 

The Society may purchase and maintain insurance on behalf of any person who is or was a Director, or Officer of the Society or is or was serving at the request of the Soci- ety as a Director, director, or officer of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust, or other enterprise against any liability

asserted against them and incurred by them in any such capacity (and may purchase and maintain insurance on behalf of any person who is a Member), or arising out of their sta- tus as such, whether or not the Society would have the power to indemnify them against that liability under the Act. The Society’s payment of premiums with respect to such in- surance coverage shall be provided primarily for the benefit of the Society.

 

ARTICLE 13 – INDEMNIFICATION

 

Section 13.1. Terms Defined.

 

For purposes of this Article, all terms used herein shall have the meanings at- tributed to such terms as set forth in Section 15A:3-4(a) of the Act.

 

Section 13.2. Third-Party and Derivative Actions.

 

The Society shall indemnify all corporate agents against all expenses and liabili- ties in connection with any proceeding involving the corporate agent by reason of their being or having been such a corporate agent other than a proceeding by or in the right of the Society if: (a) such corporate agent acted in good faith in a manner they reasonably believed to be not opposed to the best interest of the Society; and (b) with respect to any criminal proceeding, such corporate agent had no reasonable cause to believe their con- duct was unlawful.

 

It is intended that the rights of indemnification provided hereunder shall be as broad as permitted under the laws of the State of New Jersey. Without limiting the fore- going, the Society herewith adopts the provision of Section 15A:3-4 of the Act as though fully herein set forth; wherever said statute permits the Society to provide indemnifica- tion, this Article shall be deemed to require such indemnification to be provided by the Society.

 

Section 13.3. Advancing Expenses.

 

The Society shall pay expenses (including reasonable attorneys’ fees) actually and reasonably incurred in defending any action or proceeding referred to in Section 13.2 of these Bylaws in advance of the final disposition of the action or proceeding upon receipt of any undertaking by or on behalf of the corporate agent to repay the amount if it is ulti- mately determined that they are not entitled to be indemnified by the Society as author- ized in this Article or otherwise.

 

Section 13.4. Supplementary Coverage.

 

The indemnification and advancement of expenses provided by or granted pursu- ant to this Article shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the Act, or any bylaw, agreement, vote of disinterested Members or Directors, or otherwise, both as to action in their official capacity and as to action in another capacity while holding that

office. The provisions of these Bylaws relating to Conflicts of Interest shall be applicable to any bylaw, contract, or transaction authorized by the Members or Directors under this Article. However, no indemnification may be made by the Society under this Article or otherwise to or on behalf of any person to the extent that:

 

1. The act or failure to act giving rise to the claim for indemnification is de- termined by a court to have constituted self-dealing, willful misconduct, or recklessness; or

2. The Board determines that under the circumstances indemnification would constitute impermissible private inurement or private benefit under the In- ternal Revenue Code of 1986, as amended.

 

Section 13.5. Duration and Extent of Coverage.

 

The indemnification and advancement of expenses provided by or granted pursu- ant to this Article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a corporate agent of the Society and shall inure to the benefit of the heirs and personal corporate agents of that person.

 

Section 13.6. Reliance and Modification.

 

Each person who shall act as a corporate agent of the Society shall be deemed to be doing so in reliance upon the rights provided by this Article. The duties of the Society to indemnify and to advance expenses to a corporate agent provided in this Article shall be in the nature of a contract between the Society and the corporate agent. No amend- ment or repeal of any provision of this Article shall alter, to the detriment of the corporate agent, their right to the advance of expenses or indemnification related to a claim based on an act or failure to act which took place prior to such amendment or repeal.

 

ARTICLE 14 – ANNUAL REPORT

 

Section 14.1. Annual Report to the Department of Treasury.

 

The President of the Board or a designee thereof shall file an annual report with the office of the Secretary of the State of New Jersey, pursuant to the requirements of Section 15A:4-5 of the Act.

 

Section 14.2. Annual Report to the Board and the Members.

 

The President of the Board and Treasurer shall present to the Members and the Board at the Annual Meeting of the Members and the Board a report, verified by the President and Treasurer or by a majority of the Board, showing in appropriate detail the following:

 

1. The assets and liabilities, including the trust funds, of the Society as of the end of the fiscal year immediately preceding the date of the report;

2. The principal changes in assets and liabilities, including the trust funds, during the year immediately preceding the date of the report;

3. The revenue or receipts of the Society, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the re- port, including separate data with respect to each trust fund held by or for the Society; and

4. The expenses or disbursement of the Society, for both general and re- stricted purposes, during the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the Society.

 

The annual report for the Members and the Board shall be filed with the minutes

of the Annual Meetings of the Members and the Board.

 

ARTICLE 15 – NEGOTIABLE INSTRUMENTS

 

Section 15.1. Negotiable Instruments.

 

All checks or demands for money and notes of the Society shall be signed by such Officer or Officers as the Board may designate.

 

ARTICLE 16 – CORPORATE RECORDS

 

Section 16.1. Corporate Records.

 

The Society shall keep (a) an original or duplicate record of the proceedings of the Members and the Board, (b) the original or a copy of its Bylaws, including all amend- ments thereto to date, certified by the Secretary, and (c) appropriate, complete, and accu- rate books or records of account, at its registered office or at its principal place of busi- ness.

 

Section 16.2. Transparency.

The Society shall ensure that its IRS Form 990, annual reports, and financial statements are complete and accurate and are posted to the Society’s website or otherwise made available to the public.

 

ARTICLE 17 – AMENDMENTS

 

Section 17.1. Amendments.

The Bylaws of the Society may be altered, amended, or repealed, or new Bylaws may be made, at any Annual or Special Meeting of the Members, via a majority mail bal- lot vote of the Members.