These bylaws were adopted on December 29, 2006, the final step in the two year process of reaffirming our incorporation and non-profit organization status. A listing of our current Board of Trustees is provided in the sidebar on the left of this page.
Bylaws of the New Jersey Association of Student Councils, Inc.
1. Role of Trustees: The business and affairs of the NJASC shall be managed under the direction and authority of the board of trustees.
2. Number of Trustees: The combined number of voting and ex-officio trustees of the corporation shall be no less than eleven and no more than fourteen; in total, the number of voting trustees of the corporation shall be no less than nine and no more than eleven, and the number of ex-officio trustees shall not exceed three. The Executive Director of the NJASC shall be a voting trustee. In the event of two individuals sharing the position of Executive Director, each shall be a voting trustee, and both appointments must be within the combined number of voting trustees as detailed above within this Section 2.
3. Selection of Trustees: With the exceptions of the voting trustee selected by the NJASC Executive Board and the ex-officio trustee representing the current NJASC Executive Board, trustees shall be elected by the board of trustees.
a.) The voting trustee selected by the NJASC Executive Board is to be chosen in February by the outgoing NJASC Executive Board and is to serve a one-year term. The individual selected may have served on either of the two most recent NJASC Executive Boards, including the outgoing Executive Board, and must have reached 18 years of age at the time of election as a trustee.
b.) All other voting trustees are to be elected to either a three or five year renewable term, and must have reached 18 years of age at the time of election as a trustee. A meeting of the board of trustees to elect trustees shall be held at least once every two years. A trustee may serve an unlimited number of terms.
c.) The Vice President of the current NJASC Executive Board shall be an ex-officio trustee for the duration of his/her term.
d.) The Executive Director of the NJASC is a voting trustee. In the event that the Executive Director position is shared by two individuals, each individual shall have a separate vote. If the Executive Director position is shared by two individuals, each individual serves as a trustee only for the duration of the respective appointment as Executive Director. There can not be more than two people sharing the position of Executive Director.
e.) All trustees shall hold office until their successors have been elected.
4. Ex-officio Trustees: There shall be no more than three ex-officio trustees of the corporation. The trustee representing the current NJASC Executive Board and the trustee serving as Registered Agent are required positions. The trustee serving as Counsel is appointed at the discretion of the trustees; it is not required that the NJASC Counsel be an ex-officio trustee.
a.) The ex-officio trustee representing the current NJASC Executive Board is described in Section 3.c. of the bylaws.
b.) Registered Agent: The registered agent of the corporation shall be a former officer or advisor of the NJASC, and shall be appointed by the trustees of the corporation for a five year, renewable term. A registered agent may serve an unlimited number of terms. The registered agent is an ex-officio trustee of the corporation, and is responsible for receiving, on behalf of the corporation, official correspondence from the State of New Jersey and its agencies or any Federal department. Upon receipt of official correspondence, the registered agent shall notify the Executive Director or trustees within ten business days; such notification can be my email or certified US Mail. Additionally, the Registered Agent shall act in accordance with Section 4.a. of the bylaws.
c.) Counsel: If recommended by the Executive Director and approved by the trustees, the individual selected as Counsel of the corporation shall also serve as an ex-officio trustee of the corporation. NJASC Counsel must be an attorney licensed to practice in the State of New Jersey, and shall be appointed by the trustees of the corporation for a one year, renewable term. The individual selected as Counsel may serve an unlimited number of terms. Counsel is selected to provide legal advice and guidance to the NJASC, and also to provide legal services as requested by the Executive Director or by a vote of the trustees.
5. Removal of Trustees: With the same exceptions as cited above in Section 3 of the bylaws, a trustee shall be removed by a vote of 75% of the remaining trustees. The voting trustee selected by the NJASC Executive Board and the ex-officio trustee representing the current NJASC Executive Board shall only be removed by a vote of the NJASC Executive Board in accordance with its Constitution.
6. Trustee Meetings: Meetings of the trustees of the corporation shall be permitted both in person and telephonically. The date, time and location of the meeting shall be set by the Executive Director of the NJASC in consultation with at least 75% of the trustees. The Annual Meeting shall occur during the month of February of each year, with the time, date and location to be determined no later than January 15 of the same year. Notices of each meeting shall be sent to each trustee by the NJASC Executive Director via email and US Mail.
a.) In the event that the Executive Director is unable to perform the duties as described in this section, the Registered Agent shall be authorized to schedule a meeting with the consent of at least 75% of the trustees.
7. Trustee Diversity and Advisor Representation: The composition of trustees of the corporation shall reflect the diversity of the organization and its goals. Specifically, at least 50% of the trustees shall be active or retired student council advisors in the State of New Jersey; when elected, these trustees shall, within the past ten years, have attended an annual NJASC convention or Business Meeting or have had at least one student run for the position of NJASC Officer. At least 2 of the total number of voting trustees shall be former student officers of the NJASC or its predecessor organizations.
8. Vacancy: Any vacancy on the board of trustees may be filled by a vote of a majority of the remaining trustees or by the sole remaining trustee.
9. Officers: The officers of the corporation shall consist of the Executive Director (which shall correspond to “president” as referred to in N.J.S. 15A:6-15(a)), NJASC Student President, Vice President, Secretary, Treasurer, three Executive Members, Middle Level Representative, and State Board of Education Representative. The Executive Director shall be elected by the board of trustees. All other offices shall be elected pursuant to the procedures in Article VI of the NJASC Constitution. In the event that the position of Executive Director is shared by two individuals, then one of the individuals shall be designated by a vote of the trustees as the President, and shall also be the individual to be listed as President when only a single individual can be so identified.
10. Contract Employees:
a.) The trustees shall appoint an Executive Director for the corporation; the Executive Director is a contracted employee and does not receive a salary from the corporation. The appointment of the Executive Director shall follow the term of appointment and requirements provided in the NJASC Constitution. In the event that there is an Executive Director and an additional Executive Director is desired and must be appointed, the trustees shall seek the advice and recommendation of the existing Executive Director prior to any appointment.
b.) At the recommendation of the Executive Director of the NJASC, the trustees may appoint a contract employee (or employees) (i.e., office administrative assistant or secretary) from time to time as it deems necessary.
11. Compensation: No trustee or officer shall receive a salary from the corporation.
a.) The Executive Director shall receive a monthly stipend for services provided to the corporation; such stipend is subject to a limit of $750 per month. In the event that the position of Executive Director is shared by two individuals, then the limitation per individual per month is $500. The Executive Director, or each Executive Director, is solely responsible for any and all federal or state taxes associated with payment of the stipend, including federal and state income tax and state employment taxes. The Executive Director shall be reimbursed by the corporation for his or her reasonable expenses relating to fulfilling his or her duties. The limitation on Executive Director stipend shall be reviewed annually by the trustees.
b.) No contract employee(s) shall receive salary from the corporation. However, the contract employee(s) shall receive a monthly stipend for services provided to the corporation; such stipend is subject to a limit of $600 per month. The contract employee(s) is (are) solely responsible for any and all federal or state taxes associated with payment of the stipend, including federal and state income tax and state employment taxes. The contract employee(s) shall be reimbursed by the corporation for his or her reasonable expenses relating to fulfilling his or her duties. The limitation on contract employee(s) stipend shall be reviewed annually by the trustees.
c.) Any trustee is eligible for reimbursement of expenses related to performance of his or her duties at any program of the corporation, including the annual Leadership Training Conference (LTC).
12. Committees: There shall be two standing committees of the trustees of the corporation: Finance and Administration (including Personnel). Additional committees shall be named as required. The Finance Committee shall be responsible for an annual financial audit of the NJASC (including the NJASC’s State Charity program, annual LTC and Convention and Business Meetings and NJASC’s sponsorship or fundraising program(s)) and provide financial oversight of the operation of the NJASC. The Administration Committee, through the Executive Director, shall be responsible for communication with the student NJASC Executive Board and its advisors and for communication with the LTC Coordinating Committee. The Administration Committee shall be additionally responsible for selection of the NJASC Executive Director.
a.) The trustees may consult an Advisory Committee to assist it in the selection of an Executive Director, or to provide additional input and insight for the NJASC. The Advisory Committee shall be an ad hoc committee for the purpose of providing advice to the trustees, and its members shall not have any vote within the corporation. The composition of the Advisory Committee is determined by the NJASC Constitution.
b.) The trustees may consult a Coordinating Committee to assist in the operation and administration of the Leadership Training Conference. The Coordinating Committee shall be an ad hoc committee for the purpose of providing advice to the trustees, and its members shall not have any vote within the corporation. The composition of the Coordinating Committee is determined by a separate documentation of procedures and guidelines established under the approval of the Executive Director.
13. Dissolution: Upon dissolution of the corporation, any assets of the corporation shall be, first, used to pay any debts, liabilities and obligations of the corporation (including setting aside reserves for the payment of pending liabilities and obligations) and, second, any remaining assets shall be distributed exclusively to charitable, religious, scientific, literary, or educational organizations which would qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code.
14. Amendment to Bylaws: An amendment to the bylaws shall be submitted in writing to all trustees at an official meeting. The proposed amendment shall be considered and voted upon at a subsequent meeting not earlier than 30 days after the initial submission of the proposed amendment. The bylaws may be amended by a 60% majority vote of the voting trustees.
15. Adoption of Bylaws: These bylaws were submitted in writing to all trustees at an official meeting on December 12, 2006 and were approved on December 29, 2006 by a vote of 9 in favor and 0 opposed.