310-22 By-Laws 2022 Final.pdf

2 with the appointing official. In the event the appointing official’s term ends (through election, resignation, or otherwise), the trustee’s term also shall terminate. The new Council Member or Mayor filling the appointing official’s position shall appoint a new trustee. Notwithstanding anything to the contrary, no trustee’s term shall exceed four (4) years; however, a trustee may be re-appointed for additional terms. c. Four persons who either live in the Township, work in the District, or own property in the Township, to be elected at the annual meeting by the Members, will be trustees. Except as hereafter provided, these persons shall be elected for four (4) year terms. Two persons initially elected shall be chosen randomly to serve a two-year term and the other two persons a three-year term. d. The Township Planner shall be a nonvoting liaison between the Planning Department and the Corporation. Section 2. Powers The Board shall have all powers and authority necessary for the management of the business, property, and affairs of the Corporation, to do such lawful acts and things as it deems proper and appropriate to promote the purposes and objectives of the Corporation. The Board may delegate, as may be necessary from time to time, responsibility for such business, property, and affairs to its officers and trustees. The Board also may hire or retain an Executive Director to carry out the day to day business affairs of the Corporation. Such Executive Director shall carry out his or her responsibilities in accordance with the direction of the Board. The Executive Director may seek the advice of, but shall not be empowered to follow the direction of any individual Trustee(s), Officer(s), the Planning Director, Mayor, or Council member(s) without such direction first having been ratified by a majority of the Trustees. Section 3 Appointment and Election The initial Board shall be constituted as set forth in Section 1 herein. All subsequent appointments and elections of Trustees shall be in accordance with Section 1 herein. Section 4. Resignation and Removal A Trustee may resign by submitting his or her resignation in writing to the Chair of the Board. If the resigning Trustee is an appointment, the appointing official shall make a new appointment to fill the remaining term of the resigning Trustee. If the resigning Trustee is elected, the remaining three

resigning Trustee is an appointment, the appointing official shall make a new appointment to fill the remaining term of the resigning Trustee. If the resigning Trustee is elected, the remaining three elected Trustees shall appoint a replacement who either lives in the Township, works in the District, or owns property in the Township to fill the vacancy of the resigning Trustee until the next Annual Meeting, at which time a new Trustee will be elected to fill the remaining term of the resigning Trustee. A Trustee may be removed with or without cause by affirmative vote of two- thirds of the entire Board. Speech or other conduct by a Trustee detrimental to the best interests of the Corporation may subject the Trustee to removal. Failure to attend a majority of the official meetings is cause for removal. A determination to seek removal shall be within the sole discretion of a simple majority of the entire Board. A Trustee whose removal is to be considered shall receive at least two weeks’ written notice of such proposed action and shall have the opportunity to address the Board regarding such action prior to any vote on such removal. Section 5. Vacancies Vacancies among the Trustees shall be filled in accordance with the procedures set forth in Section 4 herein. Section 6. Annual Meeting and Regular Meetings An annual meeting of the Members and the Board for the election, if any, of Trustees, and such other business as may come before the meeting shall be held in December each year upon not less than ten or more than sixty days’ written notice of the time, place, and purposes of the meeting. An annual meeting of the Board immediately shall follow the annual meeting of the Members at the same place to elect (or re-elect) officers of the Executive Board and to take such other action as shall come before the meeting. The Board shall provide for additional regular meetings, to be held monthly, with such schedule prominently posted in Town Hall and published in the newspaper of record. Where required by law or ordinance, notices shall be published pursuant to the Open Public Meetings Act, N.J.S.A. 10:4-6 et seq. . Section 7. Special Meetings of the Board Special meetings of the Board for any purpose or purposes may be called at any time by the Chair or by any three Trustees. Such meetings of the Board shall be held on not less than two days’ notice given personally

gs of the Board for any purpose or purposes may be called at any time by the Chair or by any three Trustees. Such meetings of the Board shall be held on not less than two days’ notice given personally or by telephone or electronically. Such notice shall specify the time and place of the meeting. Section 8. Action Without Meeting The Board or any committee (as set forth in Article V herein) may act without a meeting if, prior or subsequent to such action, a simple majority of Trustees or committee members consent in writing to such action. Such written consents shall be filed with the minutes of the meeting.