Cerebral Palsy of North Jersey

Revised 6/20/11

BY-LAWS

CEREBRAL PALSY OF NORTH JERSEY

ARTICLE I

Name and Incorporation

Section 1 Name

The name of the Corporation is Cerebral Palsy of North Jersey. It shall be referred to as “the Corporation”.

Section 2 Mission

CPNJ is dedicated to enhancing the lives of people with disabilities and other special needs by supporting personal growth, independence and participation in the community.

Section 3 Purposes

The purpose of the Corporation is to deliver services and engage in other activities that promote its mission and which assist, either directly or via advocacy persons with disabilities and/or developmental delays and their care givers as broadly defined in the corporation’s articles of incorporation, and within the meaning of Section 501 (c) (3) or the corresponding provision of any future United States Internal Revenue code.

Section 4 Location

The principal office of the Corporation shall be in the Township of Livingston County of Essex, State of New Jersey unless subsequently changed by the Board of Trustees.

ARTICLE II

Membership

Section 1 Non-Membership Corporation

The Corporation shall have no members.

Section 2 Honorary Titles

The Board may create classes such as “friends,” “advisers,” “honorary committee members,” and “Trustees Emeritus,” but such persons shall not have the rights of members under

the New Jersey Nonprofit Corporation Act.

ARTICLE III

Trustees

Section 1 Board

The Board of Trustees (“Board”) shall have all powers and duties for the conduct of the activities of the Corporation.

Section 2 Number of Trustees

The Board shall consist of not less than five (5) nor more than thirty-five (35) Trustees including the Officers of the Corporation.

Section 3 Powers, Authority and Responsibilities

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 as it deems proper and appropriate to promote the objectives and purposes of the Corporation. The Board may delegate, as necessary from time to time, responsibility for such affairs, business and property to its Officers or to designated Trustees.

Section 4 Election

All new Trustees shall serve for a period ending on the second June 30th following his/her initial election. At the Annual Meeting following the meeting at which these revised by-laws are adopted, all current Trustees may be re-elected with one-third of those elected to serve a one-year term, one-third elected to serve a two-year term, and one-third to serve a three-year term. Upon expiration of a term, a trustee may be re-elected at the Annual Meeting for a subsequent three-year term. In the event the Annual Meeting is delayed beyond such term, the Trustee shall continue to serve until the meeting is held.

In accordance with Section 6 of this Article, election of Trustees must take place at a meeting of the Board. For the purpose of electing or re-electing Trustees, votes may be cast in person or by official ballot, and such election shall be by a simple majority of all Trustees.

Section 5 Resignation and Removal

A Trustee may resign by submitting his or her resignation in writing to the Chairperson. A Trustee may be removed for cause by an affirmative vote of two-thirds of the Trustees. 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 6 Meetings

Revised 6/20/11

Meetings of the Board shall be held a minimum of four times a year.

Additional meetings may be held by order of the Chairperson, or at the written request of at least 25% of the Trustees. The time, date and location of Board meetings shall be set by the Chairperson or by the person(s) calling such meeting(s). The Board shall meet for the transaction of any and all such business as may properly come before it, provided that a quorum of a least one-third of all Trustees is present in person or via tele-communications by which all Trustees can hear each other.

Section 7 Annual Meeting

The Annual Meeting of the Trustees shall take place between May 1 and June 30 each year for the purpose of electing Trustees and Officers and for the transaction of such other business as may properly come before it. The exact date and place of the Annual Meeting shall be determined by the Chairperson.

Section 8 Voting Procedures

In accordance with Section 6 of this Article, for any action of the Board, a meeting of the Trustees is required excluding actions such as elections of officers and trustees, and actions set forth under Article III, Section 10, Article IV Section 4, Article VII, Article VIII, and Article IX Section 1. A simple majority of the Trustees must vote in person, via telecommunication or by proxy at a meeting, and the act of at least a simple majority of the Trustees voting shall be the act of the Board. A proxy must be in writing to the Secretary or Chairperson prior to a meeting ascribing a vote to another member of the Board and indicating the issue(s) for which the proxy is provided. A Trustee may serve as the proxy for at most one other Trustee at any meeting.

Section 9 Notice

Notification shall be given at least 30 days prior to the date for the Annual Meeting, and seven days prior to other meetings by written notice, delivered by messenger, fax, or sent by regular mail, telegram, e-mail or wire to the last known address of each Trustee as shown on the records of the Corporation. All electronic transmissions must be followed by notification by mail or telegram. If such notice is by mail, it is deemed delivered when deposited with the United States Postal Service, properly addressed with postage prepaid; or if given by messenger, it is deemed delivered when signed for by the addressee or his/her representative; or if given by fax, telegram, e-mail or wire, it is deemed delivered when the electronic transmission is completed.

Section 10 Action Without Meeting

The Chairperson may prompt an action of the Board without a meeting. Each Trustee must then receive notification and the opportunity of voting on the action. The action shall be noted in the minutes of the Board’s subsequent meeting. A simple majority of the Trustees must vote in writing on such action and the action of a simple majority of Trustees voting shall be the act of the Board. This Section shall not supercede the voting requirement set forth in any other Article.

Section 11 Compensation

No compensation shall be paid to any Officer or Trustee for any services rendered, either directly or indirectly to the Corporation as a result of fulfilling his/her duties and responsibilities as a Trustee or Officer. Officers or Trustees may be reimbursed by resolution of the Board for necessary expenses incurred as a result of fulfilling a specific responsibility assigned by the Board. No employee receiving compensation or benefits of any sort from the Corporation shall be a Trustee or Officer.

ARTICLE IV

Officers

Section 1 Officers

The Officers of the Corporation shall be Chairperson, Chairperson-Elect, Secretary, Treasurer, Vice Chair of the Development Committee, Vice Chair of the Governance Committee and Vice Chair of the Program Planning Committee.

Section 2 Election and Term of Officers

Officers shall be elected from among the Trustees for two-year terms at an Annual Meeting. The Governance Committee shall submit a slate of Officers to the Board at least ten days prior to the Annual Meeting. There shall be no term limits for officers. Elections shall be by a simple majority of all Trustees with votes cast in person or by ballot. In the event that no candidate receives a majority of the votes, a run-off election of the two nominees receiving the most votes shall be held. A ballot must be in writing and shall be delivered to the Secretary. Each Officer shall hold office beginning July 1 and ending June 30 of the second year or until his/her successor is elected. An Officer shall remain a Trustee until his/her term has ended. At that time he/she may be re-elected as a Trustee.

At the Annual Meeting following the meeting at which these revised by-laws are adopted, a new slate of Officers shall be elected.

Section 3 Duties

The duties and authority of the Officers shall be determined from time to time by the Board. Subject to any such determination, the Officers shall have the following duties and authority:

(a) Chairperson

The Chairperson shall perform all duties necessary to the office of the Chairperson and shall enforce the By-Laws of the Corporation. The Chairperson shall set the agenda and preside at the meetings of the Board and act as a Chair of the Executive Committee.

(b) Chairperson-Elect

The Chairperson-Elect shall serve for one year as such and in the following year shall assume the office of Chairperson. The Chairperson-elect shall preside in the absence of the Chairperson, prepare to serve as Chairperson and perform other duties as may be assigned by the Chairperson or the Board. The Chairperson-Elect may hold more than one office at the same time.

The Treasurer shall be responsible for all financial assets of the Corporation and, shall perform such duties as from time to time may be assigned by the Chairperson or the Board. The Treasurer shall serve as Chair of the Finance Committee, render financial reports as requested by the Board, and insure that reports are made to the Board and all State and Federal agencies as well as those required by any contract or funding source.

The Secretary shall be responsible for the minutes of all meetings of the Board and the Executive Committee; direct the distribution of all notices as provided under these by-laws or as required by law; be custodian of the Corporation’s records and of the Seal of the Corporation; see that the Seal of the Corporation is affixed to all documents, the execution of which on behalf of this Corporation under its Seal is duly authorized in accordance with the provisions of these By-Laws; and keep a register of the Post Office addresses of each Trustee. The Secretary shall perform all other duties incidental to the office as prescribed by these by-laws and such other duties as from time to time as may be assigned by the Chairperson or the Board.

(d) Vice Chair of the Development Committee

The Vice Chair of the Development Committee shall be responsible for the organization of the Development Committee including the establishment of procedures, agendas and goals. He/she shall serve as an ex-officio voting member of any and all committees or other bodies established for the specific purpose of raising funds for the Corporation.

(e) Vice Chair of the Governance Committee

The Vice Chair of the Governance Committee shall be responsible for the organization of the Governance Committee including the establishment of procedures, agendas and goals.

(f) Vice Chair of the Program Planning Committee

The Vice Chair of the Program Planning Committee shall be responsible for the organization of the Program Planning Committee including the establishment of procedures, agendas and goals.

Section 4 Resignation and Removal

An Officer may resign by submitting his/her resignation in writing to the Chairperson. An Officer may be removed with or without cause by the affirmative vote of two-thirds of the Trustees. An Officer 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

Whenever an Officer’s position is vacated, a replacement shall be nominated by the Governance Committee for election by the Board at its next meeting to serve for the unexpired term. The Secretary shall serve as interim Chairperson until a successor Chairperson is elected.

Section 6 Bonding

Appropriate bonding or insurance will be established and maintained for protecting the Corporation in the event of malfeasance on the part of any Trustee, Officer or staff member who has access to the assets of the Corporation.

ARTICLE V

Committees of the Board

Section 1 General Provisions

There shall be the following Standing Committees of the Board: an Executive Committee, a Finance Committee, a Governance Committee, a Development Committee and a Program Planning Committee.

With the exception of the Executive Committee, which shall be comprised of the Officers, all members of a Standing Committee need not be members of the Board of Trustees, except that a majority of the members of a Standing Committee must be members of the Board of Trustees.

Standing Committees shall meet a minimum of four times per year. Chairs of these Committees may call additional meetings.

An act of the majority of members of each Standing Committee shall be the act of the committee. Each Standing Committee shall adopt rules for its governance, not inconsistent with these by-laws or with rules adopted by the Board.

The Chairperson or Board shall appoint from among the Trustees such non-standing committees as deemed appropriate and the Chairs of such committees. Committee Chairs shall select committee members from among the Trustees and such other persons as participants, but only the act of members shall be an act of the committee.