BYLAWS OF

HABITAT FOR HUMANITY OF ATLANTIC COUNTY, INC.

  ARTICLE I

 NAME. FORM OF ORGANIZATION

 Section 1.1 Name. The name of the corporation is Habitat for Humanity of Atlantic County, Incorporated.

 Section 1.2 Nonprofit and Tax Exempt Status. The corporation is organized as a nonprofit corporation under the New Jersey Nonprofit Corporation Act and as a tax exempt organization under Section 501(c)(3) of the Internal Revenue Code, as amended.

 Section 1.3 No Members. The corporation shall have no members.

 Section 1.4 Purposes. The purposes for which the corporation is organized, as stated in its Articles of Incorporation, are as follows:

 (a)            To witness to and implement the gospel of Jesus Christ and to provide an ecumenical and open outreach to all persons who desire to volunteer their time, energies and talents in New Jersey and throughout the United States and the world by working with economically disadvantaged people to help them to create a better human habitat in which to live and work;

 (b)           To cooperate with other charitable organizations, through grants and otherwise, which are working to develop a better human habitat for economically disadvantaged people;

 (c)            To serve God by helping others;

 (d)           To receive, maintain, and accept as assets of the corporation, any property, whether real, personal, or mixed, by way of gift, bequest. devise or purchase from any person, firm, trust, or corporation, to be held, administered, and disposed of exclusively for charitable, religious, educational, and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, as amended, and in accordance with and pursuant to the provisions of the Articles of Incorporation and these Bylaws, but no gift, bequest, devise, or purchase of any such property shall be received or made and accepted if it is conditioned or limited in such manner as shall require the disposition of income or principal to any organization other than a “charitable organization” or for any purposes other than “charitable purposes” which would jeopardize the status of the corporation as an entity exempt from federal income tax pursuant to the relevant provisions of the Internal Revenue Code, as amended; and,

(e)        ‘to exclusively promote and carry on any other religious, charitable, or educational purposes and activities for which corporations may be organized and operated under the relevant provisions of the Internal Revenue Code, as amended, and under the New Jersey Nonprofit Corporation Act.

 

 

ARTICLE II

 

OFFICES

 

Section 2.1 Principal Office. The principal office of the corporation shall be located in Atlantic

County, at the address designated in the most recent annual report filed with the New Jersey

Secretary of State. The corporation shall maintain at its principal office a copy of the corporate

records specified in Section 7.5 of Article VII.

 

Section 2.2 Registered Office and Agent. The registered office of the corporation required by law to be maintained in the State of New Jersey may, but need not, be identical with the principal office. The corporation shall maintain a registered agent whose office is identical with the registered office.

The corporation may change its registered office or registered agent from time to time in the manner required by law.

 

Section 2.3 Other Offices. The corporation may have offices at such other places within the State of New Jersey as the Board of I)irectors from time to time may determine, or as the affairs of the corporation may require.

 

 

ARTICLE III

 

BOARD OF DIRECTORS

 

 

Section 3.1 General Powers and Authority of the Board. All corporate powers shall be exercised by or under the authority of and the affairs of the corporation managed under the direction of, the Board of Directors.

 

Section 3.2 Number, Term, and Qualifications. The number of directors constituting the Board of Directors shall consist of such number not less than twelve (12) nor more than twenty-four (24) as the Board of Directors shall determine at its Annual Meeting each year prior to the election of directors, provided, that in the absence of such a determination, the number of directors shall be the number elected at the preceding Annual Meeting. Of those directors first elected, one third of the number thereof shall hold office for a period of one (1) year, one third thereof shall hold office for a period of two (2) years and one third thereof shall hold office for a period of three (3)

 

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years. Thereafter, each director shall hold office for a period of three (3) years, or until such director’s death, resignation, removal or disqualification, or until such director’s successor is elected and qualifies. No director may be elected to serve for more than two (2) successive three (3) year terms. A director who has served for two (2) successive terms, may, after a period of one year, be re-elected to the Board. Directors must be individual residents of the State of New Jersey.

 

Section 3.3 Election of Directors. Except as provided in Section 3.6, below, relating to vacancies, directors shall be elected by the Board of Directors at its Annual Meeting each year. The Nominating Committee shall present a slate of nominees for election as directors. Nominations may also be made for directors from the floor. Those persons who receive a plurality of the votes cast shall be deemed to have been elected. If any director then holding office so demands, the election of directors shall be by secret ballot.

 

Section 3.4 Resignation of Directors. A director may resign by delivering written notice to the Board of Directors, President or Secretary of the corporation. A resignation is effective when the notice is received unless the notice specifies a later effective date. If a resignation is made effective at a later date, the Board of Directors may fill the pending vacancy before the effective date if the Board provides that the successor does not take office until the effective date of resignation.

 

Section 3.5 Removal of Directors. A director shall be deemed to have resigned and removed from the Board, without further action by the directors then in office, for failing to attend three (3) consecutive, regular meetings without good cause. In addition, a director may be removed at any time and without cause by the vote of two-thirds (2/3) of the directors then in office.

 

Section 3.6 Vacancies. A vacancy occurring on the Board of Directors may be filled by the affirmative vote of a majority of all the directors remaining in office or by the sole remaining director. The term of a director elected to fill a vacancy shall expire at the end of the unexpired term that such director is filling.

 

Section 3.7 Chairperson and Vice Chairperson. The President of the corporation shall serve as the Chairperson of the Board of Directors and shall preside at all meetings of the Board of Directors and perform such other duties as may be prescribed from time to time by the Board. The Vice-President - Administration shall serve as Vice Chairperson of the Board of Directors and, in the absence of the President, or in the event of the death, inability or refusal to act of the President, shall preside at all meetings of the Board.

 

Section 3.8 No Compensation. The Board of Directors shall not permit compensation of directors for their services as such.

 

 

 

 

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MEETINGS OF DIRECTORS

 

Section 4.1 Place of Meetings. All meetings of the Board of Directors shall be held in Atlantic County, at such place as the Board of Directors may from time to time determine.

 

Section 4.2 Annual Meeting. The Annual Meeting of the Board of Directors, for the purpose of electing directors, appointing officers, approving a budget for the year, and transacting other business, shall be held during the month of October last regular meeting of the Board during the current calendar year.

 

Section 4.3 Regular Meetings. The regular meetings of the Board of Directors shall be held a~ leact monthly at the discretion of the Board of Directors, in accordance with a schedule of meetings which shall be adopted by the Board at its Annual Meeting.

 

Section 4.4 Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or twenty percent (20%) of the directors then in office. Such meetings must be held within Atlantic County.

 

Section 4.5 Notice of Meetings. Regular meetings of the Board of Directors may be held without notice if the date, time and place of the meeting has been previously fixed by the Board; otherwise, regular meetings must be preceded by at least two (2) days’ notice to each director of the date, time and place, but not the purpose, of the meeting. Special meetings of The Board of Directors must be preceded by at least two (2) days’ notice to each director of the date, time, place and purpose of the meeting. Notice required by the foregoing provisions may be given by any usual means of communication and may be oral or written. However, any Board action to remove a director or to approve a matter that would require approval by the members if the corporation had members, shall not be valid unless each director is given at least seven (7) days’ written notice that the matter will be voted upon at a directors meeting or unless notice is waived pursuant to Section 4.6 below. Oral notice is effective when communicated, if communicated in a comprehensive manner. Written notice, if in a comprehensible form, is effective at the earliest of the following: (a) when received; (b) five (5) days after its deposit in the United States mail, as evidenced by the postmark, if mailed correctly addressed and with first class postage affixed; (c) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or, (d) thirty (30) days after its deposit in the United States mail, as evidenced by the postmark, if mailed correctly addressed and with other than first class, registered or certified postage affixed. Written notice is correctly addressed to a director if addressed to the director’s address shown in the corporation’s current list of directors.

 

Section 4.6 Waiver of Notice. A director may at any time waive any notice required by law or these Bylaws. Except as hereinafter provided in this Section, the waiver must be in writing,

 

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signed by the Director entitled to the notice, and filed with the minutes or the corporate records. A director’s attendance at or participation in a meeting waives any required notice of the meeting unless the director, upon arriving at the meeting or prior to the vote on a matter not noticed in conformity with law or these Bylaws, objects to lack of notice and does not thereafter vote for or assent to the objected to action.

 

Section 4.7 Quorum. A quorum of the Board shall consist of one third (1/3) of the number of the directors in office.

 

Section 4.8 Manner of Acting. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board of Directors, unless the vote of a greater number of directors is required by law or these Bylaws.

 

Section 4.9 Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless: (a) such director objects at the beginning of the meeting (or promptly upon arrival) to holding it or transacting business at the meeting; or, (b) such director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or, (c) such director delivers written notice of dissent or abstention to the presiding officer of the meeting before adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

 

Section 4.10 Meeting Via Communications Equipment. The Board of Directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

 

Section 4.11 Action Without Meeting. Action required or permitted by law or these Bylaws to be taken at a meeting of the Board of Directors may be taken without a meeting if the action is taken by all of the duly elected and qualified directors of the corporation. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes filed with the corporate records reflecting the action taken. Action taken under this section is effective when the last director signs the consent, unless the consent specified a different effective date. A consent signed under this section has the effect of a meeting vote and may be described as such in any document.

 

Section 4.12 Director Conflict of Interest Transactions. A conflict of interest transaction is a transaction with the corporation in which a director of the corporation has a direct or indirect interest. For purposes of this section, a director has an indirect interest in a transaction if: (a) another entity in which the director has a material interest or in which the director is a general partner is a party to the transaction, or (b) another entity of which the director is a director,

 

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officer, or trustee is a party to the transaction. A conflict of interest transaction is not voidable or the basis for imposing liability on the director if the transaction was fair at the time it was entered into or is approved in advance as hereinafter provided. A transaction in which a director has a conflict of interest may be approved in advance by the vote of the Board of Directors or a committee of the Board if~ (a) the material facts of the transaction and the director’s interest are disclosed or known to the Board or committee of the Board; and, (b) the directors approving the transaction in good faith reasonably believe that the transaction is fair to the corporation. For purposes of this section, a conflict of interest transaction is approved if it receives the affirmative vote of a majority of the directors on the Board or on the committee, who have no direct or indirect interest in the transaction, but a transaction may not be approved under this section by a single director. If a majority of the directors on the Board who have no direct or indirect interest in the transaction votes to approve the transaction, a quorum is present for the purpose of taking action under this section. The presence of, or a vote cast by, a director with a direct or indirect interest in the transaction does not affect the validity of any action taken under this section if the transaction is otherwise approved as hereinabove provided.

 

 

ARTICLE V

 

OFFICERS

 

Section 5.1 Number. The officers of the corporation shall consist of a President, Vice-President-Administration, Vice-President-Communication, Secretary, Treasurer, and such assistant secretaries, treasurers and other officers as are appointed by the Board of Directors from time to time. No more than one (1) of the five (5) principal offices may be held by the same person.

 

Section 5.2 Appointment and Term. The principal officers of the corporation shall be appointed by the Board of Directors at its Annual Meeting. Except for appointment of the initial officers, the Nominating Committee shall present a slate of nominees for appointment at leact one month prior to the annual meeting at which Guch officen; ~hall be appointed not later than the last meeting of the calendar year. Nominations may also be made from the floor. All nominees for the five (5) principal offices must be members of the Board of Directors. Each officer shall hold office for a period of one (1) year, starting on the next occurring January 1 and ending December 31, or until such officer’s death, resignation, or removal, or until such officer’s successor is elected and qualifies. No person may be appointed to serve for more than three (3) successive terms in the office of President or in the office of either Vice-President. No person may be appointed to serve for more than six (6) successive terms in the office of Secretary or in the office of Treasurer. The Board of Directors may appoint Assistant Secretaries, Assistant Treasurers and other officers at such time or times as the need may arise. A vacancy occurring in a position of officer of the corporation may he filled at any time by the Board of Directors. The term of an officer elected to fill a vacancy shall expire at the end of the unexpired term that such officer is filling.

 

 

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Section 5.3 Resignation and Removal. An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a future effective date. If a resignation is made effective at a future date and the Board of Directors accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date if the Board provides that the successor does not take office until the effective date. The Board of Directors may remove any officer at any time with or without cause.

 

Section 5.4 Contract Rights of Officers. The appointment of an officer does not itself create contract rights. Removal of an officer without cause shall be without prejudice to that officer’s contract rights, if any, with the corporation. An officer’s resignation or removal from the Board does not affect the corporation’s contractual rights, if any, with respect to the officer.

 

Section 5.5 President. ‘ihe President shall be the chief executive officer of the corporation and, subject to the control of the Board of Directors, shall supervise and control the management of the corporation in accordance with these Bylaws. The President may sign, with the Secretary or any other proper officer of the corporation so authorized by the Board of Directors, any deeds, leases, mortgages, bonds, contracts, or other instruments which lawfully may be executed on behalf of the corporation, except where the signing and execution thereof expressly shall be delegated by the Board of Directors to some other officer or agent of the corporation, or where required by law to be otherwise signed and executed. The President shall serve as the Chairperson of the Board of Directors and shall preside at all meetings of the Board of Directors. The President shall, in general, perform all duties incident to the office of President and such other duties as may be prescribed from time to time by the Board of Directors.

 

Section 5.6 Vice-President (The office of Vice-president is divided into the office of Vice-president-Administration and the office of Vice-president-Communication.) In the absence of the President, or in the event of the death, inability or refusal to act of the President, the Vice-president-Administration, unless otherwise determined by the Board of Directors, shall perform 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. The Vice-President-Administration shall also serve as Vice Chairperson of the Board of Directors and, in the absence of the President, or in the event of the death, inability or refusal to act of the President, shall preside at all meetings of the Board. The Vice-President-Communication shall coordinate the activities of the Outreach and Public Relations Committees. The Vice-President-Communication shall also prepare and distribute the newsletter of Habitat for Humanity - Atlantic County. The Vice-Presidents shall perform such other duties as may be assigned from time to time by the President or the Board of Directors.

 

Section 5.7 Secretary. The Secretary shall: (a) cause to be prepared minutes of all meetings of the Board of Directors and of the Executive Committee, (b) authenticate records of the corporation when requested to do so; (c) give all notices required by law and by these Bylaws; (d) have general charge of the corporate books and records and of the corporate seal, and affix the corporate seal to any lawfully executed instrument requiring it, (e) sign such instruments as may require such signature; (0 cause such corporate reports as may be required by state law to be

 

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prepared and filed in a timely manner; and, in general, perform all duties incident to the office of Secretary and such other duties as may be assigned from time to time by the President or the Board of Directors.

 

Section 5.8 Assistant Secretaries. In the absence of the Secretary or in the event of the death, inability or refusal to act of the Secretary, the Assistant Secretaries, in the order of their length of service as Assistant Secretaries, unless otherwise determined by the Board of Directors, shall perform 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. They shall perform such other duties as may be assigned to them by the Secretary, the President, or the Board of Directors.

 

Section 5.9 Treasurer. The Treasurer shall: (a) have custody of all funds and securities belonging to the corporation and receive, deposit or disburse the same under the direction of the Board of Directors; (b) keep full and accurate accounts of the finances of the corporation in books especially provided for that purpose; (c) cause such returns, reports and/or schedules as may be required by the Internal Revenue Service and the state taxing authorities to be prepared and filed in a timely manner; (d) cause a true balance sheet (statement of the assets, liabilities and fund balance) of the corporation as of the close of each fiscal year and true statements of activity (support and revenue, expenses, and changes in fund balance), functional expenses, and cash flows for such fiscal year, all in reasonable detail, to be prepared and submitted to the Board of Directors; and, (e) in general, perform all duties incident to the office of Treasurer and such other duties as may be assigned from time to time by the President or the Board of Directors.

 

Section 5.10 Assistant Treasurers, In the absence of the Treasurer or in the event of the death, inability or refusal to act of the Treasurer, the Assistant Treasurers, in the order of their service as Assistant Treasurers, unless otherwise determined by the Board of Directors, shall perform 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. They shall perform such other duties as may be assigned to them by the Treasurer, the President, or the Board of Directors.

 

Section 5.11 No Compensation. The principal and assistant officers of the corporation described in the foregoing sections shall not be compensated for their services as such.

 

Section 5.12 Executive Director. The Board of Directors may appoint or employ and Executive Director who will be subject to the control of the Board of Directors. The Executive Director will be responsible for the routine management of the affairs of the corporation and shall work closely with the president of the corporation. Duties of the Executive Director shall include: (a) coordinating assist with the coordination of the activities of the operating committees; (b) representing the corporation in the community; (c) overseeing the building projects of the corporation (c) supervising the administrative functions of the corporation; and, (d) in general, performing such other duties as may be assigned from time to time by the President or the Board of Directors. The Board of Directors may approve compensation and benefits for the Executive Director. The Executive Director may not be elected to serve on the Board of Directors.

 

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COMMITTEES

 

Section 6.1 Board Committees in General. The Board of Directors may create one or more committees of the Board, in addition to the Executive Committee established by these Bylaws. Committees of the Board shall be composed solely of individuals currently serving as duly elected and qualified directors of the corporation. Each committee of the Board shall have two or more directors, who shall be appointed by and serve at the pleasure of the Board. The creation of a committee of the Board and appointment of members to it must be approved by a majority of all the directors in office when the action is taken. The provisions of Article IV of these Bylaws, which govern meetings of the Board of Directors, shall apply to committees of the Board and their members as well, except that no committee of the Board shall be required to have an annual meeting or scheduled regular meetings. To the extent specified or authorized by the Board of Directors or in these Bylaws, each committee of the Board may exercise the authority of the Board. A committee of the Board may not, however; (a) authorize distributions; (b) approve or recommend dissolution, merger or the sale, pledge or transfer of all or substantially all of the corporation’s assets; (c) elect, appoint or remove directors or fill vacancies on the Board or on any committee of the Board; or, (d) adopt, amend or repeal the Articles of Incorporation or these bylaws.

 

Section 6.2 Executive Committee. The Executive Committee, which is a committee of the Board, shall consist of the five principal officers of the corporation and up to three (3) additional directors appointed by the President, to serve in such capacity until the next Annual Meeting of the Board of Directors provided, that the appointment of additional directors must be approved by a majority of all the directors in office when such action is taken. The immediate past president shall be an “ex-officio” member of the Executive Committee. The President shall serve as the Chairperson of the Executive committee and shall preside at all of its meetings. Except to the extent prohibited or limited by Section 6.1 above or by resolution of the Board of Directors, the Executive Committee may exercise the authority of the Board of Directors at such time as the Board is not in session. In addition, the Executive Committee shall perform the functions described below.

 

(a) Finance and Budget Functions. In performing this function, the Committee shall: (i) oversee the implementation and administration of policies and procedures for handling and accounting for the finances of the corporation; (ii) prepare an annual revenue and expense budget for submission to the full Board of Directors; (iii) work closely with the Fund Raising Committee to coordinate development of the resources needed to meet the revenue goals of the budget; (iv) monitor the implementation of the budget; and, (v) when necessary, make recommendations to the Board of Directors regarding adjustments to the budget.

 

 

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(b) Human Resources Functions. In performing this function, the Committee shall oversee the implementation and administration of policies and procedures relating to volunteers and employees, if any, of the corporation.

 

(c) Strategic and Long Range Planning Functions. In performing this function, the Committee shall: (i) coordinate the strategic and long range planning activities of the corporation; and, (ii) monitor and evaluate the performance of the corporation with respect to the achievement of its mission, purposes and goals.

 

Section 6.3 Non-Board Committees in General. The Board of Directors may create one or more non-board committees, in addition to the Nominating committee and the operating committees established by these Bylaws, and delegate non-board functions to such committees. Non-board committees may include both directors and individuals who are not directors of the corporation. Non-board committees may not exercise the authority of the Board.

 

Section 6.4 Nominating Committee. The Nominating Committee shall consist of four (4) members, no more than two (2) of whom currently shall be directors of the corporation. Retiring and former directors of the corporation shall be encouraged to consider serving on this Committee. The current President may not be a member of this Committee. The Committee members shall be appointed by the Board of Directors on an annual basis, to serve until the next annual Meeting of the Board. A vacancy on this Committee may be filled by the Board of Directors at any time. Members of the Nominating committee may be appointed to successive terms. The Committee shall be responsible for identifying and recruiting prospective directors of the corporation and shall present a slate of nominees for election as directors at the Annual Meeting. The Committee shall also present a slate of nominees for appointment as principal officers of the corporation and may make recommendations for chairpersons of the operating committees.

 

Section 6.5 Operating Committees. Within thirty (30) days after the Annual Meeting each year, the President shall appoint a chairperson of each of the operating committees described below. The names of the chairpersons to be appointed shall be submitted for ratification by the Directors at the next meeting of the Board of Directors. A vacancy occurring in the position of an operating committee chairperson shall be filled in like manner, upon appointment by the President and ratification by the Board of Directors. The chairperson of each operating committee, in consultation with the President, shall appoint the members of the committee. New members of the operating committees may be appointed at any time. Each director of the corporation shall serve on at least one (1) of the operating committees. Operating committee chairpersons shall be expected to attend the regular meetings of the Board of Directors for the purpose of reporting on the work of their committees, receiving direction and guidance from the Board, and seeking approval of actions proposed by their committees which require Board approval. The operating committees shall perform the functions described below and such other functions as the Board of Directors may provide.

 

 

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(a) Fund Raising Committee. The committee shall be responsible for coordinating the raising of funds needed to conduct the business of the corporation. The tasks to be coordinated by this committee shall include fund-raising campaigns, grant proposal writing, special fund-raising events, and cultivation of major donors. This committee shall emphasize and promote the importance of Christian stewardship in the servicing of donors and supporters.

 

(b) Public Relations Committee. This committee shall be responsible for educating and informing the public regarding the mission and purposes of the corporation, the need for better and more affordable housing in certain areas, and the steps being taken to meet this need. The tasks to be coordinated by this committee shall include public speaking, communicating with the news media, and publishing of a periodic newsletter.

 

(c) Family Selection Committee. This committee shall be responsible for drafting the selection criteria and application forms, screening applications, interviewing applicants, and recommending applicants to the Board of Directors for approval as prospective home owners.

 

(d) Family Partner& Committee. This committee shall be responsible for providing Habitat home owners and prospective home owners with a mutual support system, educational opportunities, and a forum for discussions pertaining to home ownership and maintenance, all for the purpose of helping families to break the poverty cycle and become independent.

 

(e) Site Selection Committee. This committee shall be responsible for targeting the area or areas of the community in which the projects of the corporation shall be developed, investigating and researching the availability of property, and recommending property to the Board of Directors for acquisition. The committee shall work in conjunction with the Building Committee to evaluate the suitability of potential sites prior to acquisition.

 

(0 Building. This committee shall be responsible for planning and implementing the construction projects of the corporation. The tasks to be directed by this committee shall include obtaining house plans, soliciting professional help and donations of building materials, coordinating volunteers and supervising construction.

 

 

ARTICLE VII

 

GENERAL PROVISIONS

 

Section 1.1 Lorporate Seal. The corporate seal of the corporation shall be in such form as the

 

Board of Directors may from time to time determine.

Section 7.2 Amendments. These Bylaws may he amended or repealed and new bylaws may be adopted by the Board of Directors. The corporation shall provide at least seven (7) days’ written notice of any meeting of directors at which an amendment is to he approved, unless notice is

 

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waived pursuant to Section 4.6 above. The notice must state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the Bylaws and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. Any amendment must be approved by a majority of the directors in office at the time the amendment is adopted.

 

Section 7.3 Fiscal Year. The fiscal year of the corporation shall a fiscal year starting July 1 and ending the following June 30, effective July 1, 1998. A short fiscal year of six (6) months will be established from January 1 to June 30, 1998 so that the corporation’s fiscal year will coincide with HFH International fiscal year.

 

Section 7.4 Financial Reports. The books of the corporation shall be closed as of the end of each fiscal year and financial statements shall be prepared and submitted to the Board of Directors (see Section 5.9 regarding duties of the Treasurer). In the discretion of the Board of Directors, the corporation may engage an independent certified public accountant to audit or review the financial statements.

 

Section 7.5 Corporate Minutes and Records. The corporation shall keep as permanent records minutes of all meetings of the Board of Directors, a record of all actions taken by the directors without a meeting, and a record of all actions taken by the Executive Committee and any other committees of the Board of Directors. The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time. The corporation shall keep a copy of the following records at its principal office: (a) its Articles of Incorporation or restated articles of incorporation and all amendments to them currently in effect; (b) its Bylaws or restated bylaws and all amendments to them currently in effect; (c) a list of the names and business or home addresses of its current directors and officers; and, (d) its most recent annual report delivered to the Secretary of State, as required by the New Jersey Nonprofit Corporation Act. The minutes and records described above shall be made available for inspection by current directors of the corporation during normal business hours. In addition, to the extent required by applicable law, the corporation shall make available for inspection during regular business hours, by any individual, copies of: (i) any application filed with and any letter or other document issued by the Internal Revenue Service with respect to the tax exempt status of the corporation; and, (ii) the annual returns filed with the Internal Revenue Service for the three most recent years (to the extent the corporation is required to file such returns); provided, that the names and addresses of contributors to the corporation may be kept confidential.

 

Section 7.6 Investments. The corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it in securities or other instruments which are backed by the full faith and credit of the United States government or any agency thereof, according to the judgment of the Board of Directors; provided, however, that no action shall be taken by or on behalf of the corporation if such action is a forbidden activity or would result in the denial of tax exempt status under Section 501(c)(3) of the Internal Revenue code, as amended.

 

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