310-22 By-Laws 2022 Final.pdf

atters regarding paid staff. The Committee shall also be responsible for the performance of the Executive Director according to the terms of her employment agreement and for making any recommendations for changes to said agreement to the Board for approval. Marketing Committee – This committee shall be responsible for a unified, quality image of all downtown district activities through advertising of promotional events and special projects and providing oversight of the promotion committee. Publishing at least quarterly a newsletter about the District and the Districts activities, publishing a District business and restaurant directory, developing a public relations campaign to promote the District and maintaining an Internet website. Design Committee – This committee shall be responsible for an accessible, attractive, and coordinated aesthetic within the district. Among other things, continue to maintain current design guideline with the goal of guiding development and store façade improvements. Prepare and recommend to the Board for approval any contracts or contractors designed to improve and enhance the visual appearance, architectural styles, landscape, parking, vehicular circulation, pedestrian circulation, signage, lighting, planting & beautification, etc. within the District. Recommendations should include budget estimates for the costs of such improvements. Promotion Committee - This committee shall be responsible for, among other things, engaging in all legal and legitimate fundraising activities, organizing and holding innovative and entertaining events and activities within the District, promoting the positive attributes of the District (e.g., its historical character; its cultural diversity; its varied business establishments, etc.), educating West Orange residents and residents of neighboring towns about the District and attracting more West Orange residents and residents of neighboring towns to the District. Economic Development/Business Support– This committee shall be responsible for, among other things, identifying and exploring proven and innovative ways to retain and enhance existing businesses in, and to attract new businesses to, the District. This committee, through seminars, workshops, and other educational activities, will provide information and assistance to Members about how to improve their businesses, buildings, and

o, the District. This committee, through seminars, workshops, and other educational activities, will provide information and assistance to Members about how to improve their businesses, buildings, and properties. ARTICLE VI Checks, Deposits & Gifts Section 1. Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such specific Officers as from time to time shall be determined by resolution of the Board. In the absence thereof, such instruments shall be signed by an Officer and countersigned by any other Officer.

6 Section 2. Deposits All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board may select. Section 3. Gifts The Board or the Chair may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes, or for any specific purpose, of the Corporation. ARTICLE VII Fiscal Year, Annual Audit and Annual Report Section 1. Fiscal Year The fiscal year of the Corporation shall be January 1st through December 31st of each year. Section 2. Year End Financial Review The Corporation shall engage the services of a Certified Public Accountant to adjust the accounting records for purposes of preparation of a final accounting trial balance, accurate closing of books and preparation of required tax returns and charitable registration filing. For this purpose, the Corporation shall employ a certified public accountant of New Jersey. The annual report, tax return and charitable registration shall be completed and filed with the Mayor and Township Council within 180 days after the close of the fiscal year of the Corporation. Section 3. Annual Report to the Municipality The Corporation, within sixty (60) days after the close of each fiscal year, shall make an annual report of its activities during that fiscal year to the Mayor and Township Council. ARTICLE VIII Adoption of and Amendment to By-laws Section 1. Adoption and Amendments These by-laws may be adopted (at a single meeting by the act of a simple majority where a quorum is present), altered, amended, or repealed by the Board. Written notice of any such by- law change to be voted on by the Board shall be given not less than ten days prior to the meeting at which such change shall be proposed. The adoption of any subsequent change, to be effective, shall be approved at two (2) separate meetings by the act of a simple majority where three-quarters (3/4) of the entire Board is present at each meeting. ARTICLE IX Additional Provisions Section 1. Dissolution Upon dissolution of the Corporation, after payment of all debts, no part of the remaining assets may be distributed to any Trustee, Member, or Officer of the Corporation, but shall be distributed for one or more exempt purposes in accordance with law, provided, however, that the distribution must be to another organization

rustee, Member, or Officer of the Corporation, but shall be distributed for one or more exempt purposes in accordance with law, provided, however, that the distribution must be to another organization exempt under the provisions of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or any corresponding provision of any future federal tax laws, or to the United States, or a State or local government, for a public purpose. Any assets not so disposed shall be disposed by a court of competent jurisdiction of the county in which the principal offices of the Corporation is then located, exclusively for such purposes herein noted. Section 2. Indemnification of Trustees and Officers The Corporation shall indemnify every corporate agent as defined in, and to the full extent permitted by N.J.S.A. 15A:2-8 and N.J.S.A. 15A:3-4 (the New Jersey Nonprofit Corporation Act), and to the full extent otherwise permitted by law. Section 3. Force and Effect of By-laws These by-laws are subject to the provisions of the New Jersey Nonprofit Corporation Act, (the “Act”) and the Certificate of Incorporation as they may be amended from time to time. If any provision in these by-laws is inconsistent with a provision of the Act or the Certificate of Incorporation, the provision of the Act or the Certificate of Incorporation shall govern to the extent of such inconsistency. Section 4. Seal The Board shall provide a corporate seal which shall bear the name of the Corporation and such other device and inscription as the Board may determine, in accordance with law. The Board may change the form of the seal and inscription thereon at any time.