BYLAWS OF THE NEWGRANGE SCHOOL OF PRINCETON, INC.

A Corporation Not for Profit

SUMMARY OF CONTENTS

ARTICLE I Name & Seal    

ARTICLE II Purpose    

ARTICLE III Offices      

ARTICLE IV Members      

ARTICLE V Board of Trustees

ARTICLE VI Officers      

ARTICLE VII Committees  

ARTICLE VIII Indemnification of Trustees, Officers & Employees  

ARTICLE IX Financial Matters  

ARTICLE X Books & Records  

ARTICLE XI Fiscal Year  

ARTICLE XII Bylaws & Amendments  

ARTICLE XIII Dissolution  

ARTICLE I  – Name & Seal

1.01 Name.  The name of the Corporation is The Newgrange School of Princeton, Inc.

1.02 Seal.  The seal of the Corporation shall have inscribed thereon the name of the Corporation, the year of its creation, and the words “Corporate Seal New Jersey.”  The Board of Trustees may change the form of the seal or the inscription thereon at its pleasure.  The use of said seal shall be entirely discretionary and shall not be required for the issuance of any documents unless specifically required by the laws of the State of New Jersey.

ARTICLE II – Purpose

2.01 Purpose.  The purpose of the Corporation is to help people with learning disabilities through the specialized educational programs offered by the Newgrange School and the Newgrange Educational Outreach Center.  The Corporation shall pursue this purpose as a not-for-profit organization and it shall have all powers that are now or may later be permitted by the New Jersey Nonprofit Corporation Act, N.J.S.A. 15A:1 thru 15.

ARTICLE III – Offices

3.01 Offices.  The Corporation shall have and continually maintain in New Jersey a registered office and a registered agent whose office shall be the registered office.  The Corporation  shall have such other offices within or without the State of New Jersey as the Board of Trustees may from time to time determine.

ARTICLE IV  – Members 

4.01 Members.  The Corporation shall have no members.

ARTICLE V – Board of Trustees

5.01 General Powers.  All corporate powers (except as otherwise provided for in these Bylaws, the Certificate of Incorporation or most recent Restated Certificate of Incorporation, or the laws of the State of New Jersey) shall be and are vested in and shall be exercised by the Board of Trustees.

5.02 Number of Trustees.  The Board of Trustees shall have no less than nine (9) and no more than twenty (20) voting members.  Potential Trustees shall be nominated and selected by the Board from a pool of parents, past parents, grandparents, alumni, patrons, and community members who meet criteria defined by the Board.  The Board shall be divided into staggered classes so that the terms of approximately onethird of the voting Trustees expire each year.

5.03 Term of Service.  Voting trustees shall serve a three-year term.  All terms shall begin on July 1.  Following the first term of service, a voting Trustee may be reelected for a second three-year term.

5.04 Limitations on Service.  No voting Trustee shall be eligible for election after two successive three-year terms unless elected to be an Officer of the Board.  A Trustee who is disqualified by length of service shall re-qualify after a one year absence from the Board.

5.05 Vacancies.  In the event that a voting Trustee does not complete his or her term on the Board, the Board may elect a new Trustee to fill out the unexpired term.

5.06 Removal.  A voting Trustee may be removed from office without cause by the affirmative vote of two-thirds of all voting Trustees then in office.  A voting Trustee may be removed from office for cause (which shall include repeated, unexcused failures to attend Board and Committee meetings), or suspended pending final determination that cause exists for removal.  Removal for cause shall require the affirmative vote of a majority of all voting Trustees then in office.  A Trustee subject to removal for cause shall receive notice of the reasons for removal at least five (5) days prior to the Board’s vote on removal and shall be afforded an opportunity to show why he or she should not be removed.  Removal, whether without cause or for cause, shall be without prejudice to the contract rights, if any, of the affected Trustee.

5.07 Ex-officio Members.  The Executive Director, the Director of Outreach, the Director of Education, and the Director of Development shall be nonvoting, exofficio members of the Board of Trustees, whose term on the Board shall be renewable each year until terminated by action of the Board or by resignation.  Ex-officio members may attend all Board meetings, but will be excluded when the Board meets in executive session unless invited to appear before the Board during executive session.

5.08 Honorary & Advisory Trustees.  The voting Trustees may elect former Trustees, distinguished friends, and major contributors as Honorary or Advisory Trustees.  Honorary and Advisory Trustees serve at the pleasure of the Board.  They are shall be invited to the annual meeting of the Board but shall not be entitled to vote.  They may, at the invitation of the President, attend other Board meetings.  Unless renewed or extended, the terms of Honorary and Advisory Trustees shall expire after three years unless terminated earlier by action of the Board or by resignation.

5.09 Annual Meeting.  The annual meeting of the Board of Trustees shall be held in June of each year on the date of the regular meeting.

5.10 Regular Meetings.  Regular meetings of the Board of Trustees shall be held on the second Tuesday of each month or on such other date as the Executive Committee shall designate for the convenience of voting and ex-officio members of the Board.

5.11 Special Meetings.  Special meetings of the Board of Trustees may be called by or at the request of the Executive Director, President, or Vice-President, and shall be called by the President or Vice-President on receipt of the written request of any two (2) voting Trustees.  The person or persons calling such meeting may fix any place as the place for holding any special meeting of the Board called by them.

5.12 Location of Meetings & Modes of Participation.  The place meeting for the Board of Trustees and its Committees may be within or outside the State of New Jersey.  Trustees may participate in such meetings by means of conference telephone or other communication equipment that permits all participants to hear each other.

5.13 Notice of Meetings.  Notice of the time and location of the annual meeting of the Board of Trustees shall be given to each voting Trustee, Advisory Trustee, Honorary Trustee, and ex-officio member of the Board no less than ten (10) days prior to the date of the meeting.  Notice of the time and location of each regular meeting of the Board of Trustees shall be given each voting Trustee and ex-officio member of the Board Trustee no less than five (5) days prior to the date of the meeting.  Notice of the time and location of any special meeting of the Board of Trustees shall be given at least five (5) days prior to the date of the meeting.  Notices shall be in writing and may be delivered personally, sent by mail, by telegram, by facsimile, or via email to the address shown in the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail in a sealed envelope so addressed, with postage thereon prepaid.  If notice be given by other means, such notice shall be deemed to be delivered when the notice is sent.  When possible, the purpose of and business to be transacted at a meeting shall be specified in the notice.

5.14 Waiver of Notice.  Whenever any notice whatever is required to be given under the provisions of the New Jersey Nonprofit Corporation Act or under these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.  With regard to meetings of the Board, the attendance of a member shall constitute waiver of notice at such meeting, except where a member of the Board attends a meeting for the express purpose of objecting to the transaction of any business because the member believes that the meeting is not lawfully called or convened.

5.15 Quorum of the Board  A majority of the voting members of the Board shall constitute a quorum for the transaction of business at any meeting of the Board, provided that if a quorum shall not be present at such meeting, a majority of the voting members of the Board present may adjourn the meeting from time to time without further notice until a quorum shall be present.

5.16 Action of the Board.  The act of a majority of the members of the Board who are entitled to vote and who are present at a meeting at which a quorum is present shall be the act of the Board of Trustees, except where otherwise provided by law or by these Bylaws.  A Trustee of the Corporation who is present at a meeting of the Board of Trustees at which action on any corporate matter is taken shall be conclusively presumed to have assented to the action taken unless his or her abstention or dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written abstention or dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such abstention or dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to abstain or dissent shall not apply to a Trustee who voted in favor of such action.

5.17 Action by Informal Means.  Unless otherwise restricted by statute, the Certificate of Incorporation, or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Trustees or of any committee thereof may be taken without a meeting, if (i) a written consent thereto is signed by all the voting members of the Board or by all the members of such committee, as the case may be, and (ii) such written consent is filed with the minutes of proceedings of the Board or of such committee.

5.18 Compensation.  No compensation shall be paid for service on the Board; however, a member of the Board shall not be precluded from serving the Corporation in another capacity and receiving compensation for his or her services unless compensation is prohibited by statute or by the Corporation’s policy on Conflicts of Interest.

5.19 Conflicts of Interest.  Whenever any matter involving the financial or personal interests of a Trustee shall arise in deliberations or voting, such Trustee shall disclose the nature and extent of such interest.  If the Board or committee, as the case may be, determines that a conflict exists, the Trustee shall be disqualified from further participation in such deliberations or voting and shall not be counted for purposes of determining the presence of a quorum for the taking of action on such matter.

ARTICLE VI – Officers

6.01 Officers of Corporation.  The Officers of the Corporation shall be the (1) Executive Director, (2) President of the Board of Trustees, (3) Immediate Past President, (4) Vice President, (5) Treasurer, and (6) Secretary.  Any two or more offices may be held by the same person, except for the offices of President and Secretary.  The responsibilities of the office of President may be divided among Co-Presidents.

6.02 Election & Term of Office.  The Officers of the Corporation, other than the Executive Director, shall be elected at the annual meeting of the Board.  If the election is not held at the annual meeting, the election shall be held as soon thereafter as is convenient.  Vacancies may be filled at any meeting of the Board of Trustees.  Each Officer shall hold office until June 30, or until his or her successor shall have been duly elected.

6.03 Removal of Officer.  Any Officer may be removed by the Board whenever, in its judgment, the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

6.04 Vacancies.  A vacancy in any office caused by death, resignation, removal, disqualification or otherwise, may be filled by the Board for the unexpired portion of the term.

6.05 President of the Board.  The President of the Board shall be the chief officer of the Corporation and shall preside at all meetings of the Board of Trustees. He or she may sign, with the Executive Director or Secretary or other officer or agent of the Corporation authorized by the Board, any deeds, mortgages, bonds, contracts, or other instruments that the Board of Trustees has authorized to be executed, except in cases where the signing and execution thereof shall be otherwise expressly delegated by the Board from time to time. 

6.06 Immediate Past President & Vice President.  The President shall, at the conclusion of his or her term or terms, serve as Immediate Past President until the office is filled by his or her successor. The Immediate Past President or Vice President shall preside at meetings of the Board in the absence of the President.

6.07 Executive Director.  The Executive Director is a non-voting, ex-officio member of the Board of Trustees and shall serve as the chief administrative officer of the Corporation until such time as he or she resigns or is removed.  The Executive Director shall in general supervise and control all of the operational affairs and, with the assistance and input of the Director of Outreach and Director of Education, the outreach and educational affairs of the Corporation.  He or she shall be a proponent of the philosophy, mission, values and goals of the Corporation, shall ensure compliance with government regulations, shall ensure the fiscal health of the organization, shall work with Board of Trustees in formulating and meeting organizational and fund development goals, shall be responsible in conjunction with senior staff to employ and reemploy by yearly contract and/or letter of intent sufficient professional and nonprofessional faculty and staff members to permit the effective and economic operation of the Corporation, and shall perform such other duties as may be from time to time prescribed by the Board of Trustees.

6.08 Treasurer.  The Treasurer, with the assistance of a staff business manager, shall have charge and custody of and shall be responsible for all funds and securities of the Corporation; shall receive and give receipts for moneys due and payable to the Corporation from any source whatsoever; shall deposit all moneys in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article IX of these Bylaws; and shall in general perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board of Trustees.  If required by the Board of Trustees, the Treasurer shall give bond for the faithful discharge of his or her duties in such sum and with such surety as the Board of Trustees shall determine, the cost of such bond being paid for with funds of the Corporation.

6.09 Secretary.  The Secretary shall keep the minutes of the meetings of the members of the Board of Trustees in one or more books provided for that purpose; shall see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; shall be custodian of the Corporation's records and of the seal of the Corporation;  shall see that the seal of the Corporation is affixed to documents as provided by these Bylaws; and shall in general perform all duties incident to the office of Secretary and such duties as from time to time may be assigned to him or her by the President or by the Board of Trustees.

ARTICLE VII – Committees

7.01 Committees of Members of the Board of Trustees.  The Board of Trustees by resolution adopted by a majority of the voting members may designate one or more committees, each of which shall consist of two or more voting members of the Board of Trustees (plus any nonboard members as the Board sees fit to appoint), which committees to the extent provided in such resolution shall have and exercise the authority of the Board of Trustees in the management of the Corporation.  The designation of such committees and the delegation of authority to them shall not operate to relieve the Board of Trustees or any individual member thereof of any responsibility imposed on it, him, or her by law.

7.02 Appointments to Committees.  Except as otherwise provided in these Bylaws, the President of the Board shall appoint the members of Committees.  The President of the Board shall be a voting member of the Executive Committee, and a non-voting member of every other Committee.

7.03 Role of Executive Director.  The Executive Director shall be a non-voting member of each Committee.  The Committee Chair shall be responsible for giving notice of the Committee’s meetings to the Executive Director and shall keep the Executive Director apprized of the activities of the Committee.  The Executive Director shall be under no obligation to attend the meeting of a Committee unless specifically requested to do so by the Chair.  If the Committee’s business includes matters to be placed before the Board in executive session, the Executive Director and other non-voting members shall be excluded from discussions of those matters.

7.04 The Executive Committee.  The Executive Committee shall include the President of the Board of Trustees, Vice President, Treasurer, Secretary, and the Chairs of the Committee on Trustees, Development Committee, Finance Committee, and Personnel Committee.  The Executive Committee shall function as a longrange planning committee to set goals and objectives for the Corporation.  A member of the Executive Committee shall have only one vote on the Committee regardless of the number of titles held by the member.

7.04.01 Powers of the Executive Committee.  The Executive Committee shall be authorized to expedite the transaction of business and management of the Corporation between regular meetings of the Board of Trustees.  Subject to any specific limitation imposed by the Certificate of Incorporation, the Executive Committee shall have such further specific powers as may from time to time be conferred upon it by resolution of the Board of Trustees.  Absent specific directions from the Board, the Executive Committee shall exercise its powers in such manner as it shall deem in the best interests of the Corporation.

7.04.02 Procedures of Executive Committee.  The Executive Committee may prescribe for the conduct of its business such rules and regulations, not inconsistent with these Bylaws or with such resolutions for the guidance and control of the Executive Committee as may from time to time be passed by the Board, as it shall deem necessary or desirable, including, without limitation, rules fixing the time and place of meetings and the notice to be given thereof, if any.

7.04.03 Convening the Executive Committee.  Meetings of the Executive Committee may be convened by the President of the Board or, in the absence of the President, by the Vice-President.

7.04.04 Conduct of Executive Committee Meetings.  The President of the Board, or in the absence of the President, a member of the Executive Committee selected by those voting members present, shall preside at meetings of the Executive Committee.  In the event of absence from any meeting of the Secretary of the Corporation, the members of the Executive Committee present at the meeting shall select a member of the Executive Committee to serve as secretary to take the minutes of the meeting.  

7.04.05 Quorum & Action.  A majority of the voting members of the Executive Committee shall constitute a quorum. The adoption of any resolution or the taking of any other actions shall require the affirmative vote of a majority of all the voting members of the Executive Committee as from time to time constituted.

7.04.06 Reporting by Executive Committee.  At the next regular Board meeting following any Committee meeting, the Executive Committee shall report on and seek ratification of formal resolutions made and actions taken on behalf of the Board of Trustees.  An action of the Executive Committee shall not be subject to modification if modification will disturb vested rights or if an Officer, employee, or third party has taken reasonable actions in reliance on the action of the Executive Committee.

7.04.07 Limitations on Powers of Executive Committee.  The Executive Committee shall not have the authority to act on behalf of the Board of Trustees for the purpose of  amending these Bylaws, amending Board-approved budgets, or making decisions covering the selection or retention of the Executive Director.  The Executive Committee shall have the authority to formulate and report recommendations on such issues.

7.05 Standing Committees.  The Board of Trustees shall create such standing committees as it deems appropriate.  The standings committees shall include the following: (1) Committee on Trustees; (2) Development Committee; (3)  Finance Committee; (4) Personnel Committee; and (5) Communications Committee.  The Chair of each standing committee shall serve on the Executive Committee.  Standing committees may make findings and report recommendations to the Executive Committee and the Board of Trustees, but shall not have or exercise the authority of the Board of Trustees in the management of the Corporation.  Any member of a standing committee may be removed by the person or persons authorized to appoint such member whenever, in their judgment, the best interests of the Corporation will be served by such removal.

7.06 Audit Committee.  The purpose of the Audit Committee is to provide for objective, unbiased oversight of the financial practices of the Corporation.

7.06.01 Composition of the Audit Committee.  The Audit Committee shall have at least three members.  The Chair of the Audit Committee shall be appointed by the Board; however, no member of the Board of Trustees shall serve as Chair of the Audit Committee.  The Board shall also appoint one additional member from the Trustees, or the Emeritus Trustees, who is not a member of the Finance Committee.  The Chair of the Audit Committee shall select the remaining members of the Committee; however, no employee of the Corporation shall serve as a member of the Audit Committee.  At least one member of the Audit Committee shall be a CPA.  The members of the Audit Committee shall receive no compensation for their service.

7.06.02 Authority of Audit Committee.  The Audit Committee shall have access to all financial records of the Corporation and to its personnel and outside auditors.  It shall be empowered to obtain counsel (legal or financial) if assistance is deemed necessary to discover, clarify, or report any apparent irregularity or deliberate inappropriate act.

7.06.03 Report of the Audit Committee.  The Audit Committee shall issue a report, on at least an annual basis, containing its evaluation of and recommendations concerning the Corporation’s financial practices.  Each Trustee shall receive a copy of the report.

7.07 Ad Hoc Committees.  Other committees not having and exercising the authority of the Board of Trustees in the management of the Corporation may be designated by a resolution adopted by a majority of the voting members present at a meeting at which a quorum is present. The President of the Board of Trustees shall appoint the members of such committees, except as otherwise provided in the resolution designating such committees.  Any member thereof may be removed by the person or persons authorized to appoint such member whenever, in their judgment, the best interests of the Corporation will be served by such removal.

7.08 Terms of Office of Committee Members.  Each member of a committee shall continue to serve until his or her successor is appointed, unless the committee is terminated, the member is removed, or the member is no longer qualified to serve.

7.09 Appointment of Committee Chair & Vice Chair.  Except as otherwise provided herein, two members of each committee shall be appointed by the President of the Board as, respectively, Chair and Vice Chair of such committee.

7.10 Committee Vacancies.  Vacancies in the membership of any committee may be filled by appointments made in the same manner as the appointment of the original members.

7.11 Committee Quorum.  Unless otherwise provided in the resolution of the Board of Trustees creating a committee, a majority of the voting members of the whole committee shall constitute a quorum.  The act of a majority of the voting members present at a meeting at which a quorum is present shall constitute the act of the committee.

7.12 Rules.  Each committee may adopt rules for its own governance not inconsistent with these Bylaws or with rules adopted by the Board of Trustees.

ARTICLE VIII – Indemnification of Trustees, Officers & Employees

8.01 General.  The Corporation shall indemnify each Corporate Agent (as defined below) against such person’s expenses and liabilities in connection with any proceeding involving such person because such person is or was an agent of the Corporation, to the extent such person has been successful on the merits, as fully adjudicated, or if the Board determines (1) the Corporate Agent acted in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and (2) with respect to any criminal proceeding, the Corporate Agent had no reasonable cause to believe the conduct was unlawful.

8.02 Derivative Actions.  Notwithstanding the foregoing provisions of this Article, in any proceeding by or in any right of the Corporation, no indemnification shall be provided in respect of any claim, issue, or matter as to which the Corporate Agent was liable to the Corporation for negligence or misconduct unless, and to the extent, a court of competent jurisdiction determines that such Corporate Agent is entitled to such indemnification.

8.03 Definitions.  As used in this Article:

(a) “Corporate Agent” shall include any person who is or was a director, trustee, officer, employee, or agent of the indemnifying corporation or of any constituent corporation absorbed by the indemnifying corporation in a consolidation or merger and any person who is or was a director, trustee, officer, employee, or agent of any Other Enterprise serving as such at the request of the indemnifying corporation or of the constituent corporation or of the legal representative of such person;

(b) “Other Enterprise” means any domestic corporation, foreign corporation, or corporate business entity, other than the indemnifying corporation or any employee benefit plan or trust.

(c) “Expenses” means reasonable costs, disbursements, and counsel fees;

(d) “Liabilities” means amounts paid or incurred in satisfaction of settlements, judgements, fines, and penalties; and

(e) “Proceeding” means any pending, threatened, or complete civil, criminal, administrative, or arbitrative action, suit, or proceeding, and any appeal therein and any inquiry or investigation which could lead to an action, suit, or proceeding.

8.04 Determinations.  Any determination to be made with respect to indemnification of any Corporate Agent shall be made by a majority vote of disinterested Trustees at a meeting which has a quorum of disinterested Trustees.  If no such quorum is obtainable, or if a majority of disinterested Trustees so directs, such determination shall instead be made in a written opinion by independent legal counsel selected by the Board.

8.05 Not in Restriction of Other Privileges.  The indemnification and advancement of expenses provided herein shall be in addition to, and not in restriction or limitation of, any other privilege or power which the Corporation may have with respect to the indemnification or reimbursement of Corporate Agents; provided that no indemnification shall be made to or on behalf of a Corporate Agent if a judgement or other final adjudication adverse to the Corporate Agent established that the Corporate Agent’s acts or omissions (1) were in breach of the Corporate Agent’s duty of loyalty to the Corporation, (2) were not in good faith or involved a knowing violation of the law or (3) resulted in receipt by the Corporate Agent of an improper personal benefit.

8.06 Advances.  In connection with the indemnification of any agent of the Corporation, whether provided under this Article or as otherwise provided by law, the Corporation may advance any or all of the expenses of the Corporate Agent as they accrue upon the determination by the Board of Trustees that such indemnification may be proper and upon receipt of an undertaking by or on behalf of the Corporate Agent to repay the amounts advanced should it ultimately be determined that the Corporate Agent is not entitled to indemnification.

8.07 Appearance as Witness.  This Article does not limit the power of the Corporation to pay or reimburse expenses incurred by a Corporate Agent in connection with the Corporate Agent’s appearance as a witness in a proceeding at the time when the Corporate Agent has not been made a party to the proceeding.

8.08 Insurance against Liability.  The Corporation may purchase and maintain insurance on behalf of any person who is or was a Trustee, Officer, employee, or agent of the Corporation, or who is or was serving at the request of the Corporation as a trustee, director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of these Bylaws.

ARTICLE IX – Financial Matters

9.01 Contracts.  The Board of Trustees may authorize any Officer or Officers, agent or agents of the Corporation, in addition to the Officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances.

9.02 Checks & Bank Drafts.  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 Officer or Officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Trustees. In the absence of any such determination by the Board of Trustees, such instruments shall be signed by the Treasurer and countersigned by the Executive Director.

9.03 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 of Trustees may select.

9.04 Gifts.  The Board of Trustees may accept on behalf of the Corporation any contribution, gift, bequest, or device for the general purposes or for any specific purpose of the Corporation.

9.05 Endowment Expenditures.  Endowment monies shall be expended only with approval of the Board.

9.06 Unbudgeted Expenditures.  Expenditures in  excess of budget shall be made only with approval of the Board.

ARTICLE X  –  Books & Records 

10.01 Books & Records.  The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board of Trustees, the Executive Committee, and committees having any of the authority of the Board of Trustees.

10.02 Right of Inspection.  The books, records of account, and minutes of the Corporation shall be accessible to voting members of the Board of Trustees upon reasonable notice to the President of the Board of Trustees.  Ex-officio members of the Board shall have access to such records subject, however, to limitations on access to records of executive sessions.

ARTICLE XI – Fiscal Year

11.01 The fiscal year of the corporation shall begin on the 1st day of July and end on the last day of June in each year.

ARTICLE XII – Bylaws & Amendments

12.01 Force & Effect of Bylaws.  These Bylaws 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 of these Bylaws 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.

12.02 Amendment of Bylaws.  These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of the voting members of the Board of Trustees present at any regular meeting or at any special meeting, provided that at least five (5) days written notice is given of intention to alter, amend, or repeal or to adopt new bylaws at such meeting. Any amendment to the Bylaws will be voted only after examination of any possible conflicts with the Certificate of Incorporation.

ARTICLE XIII – Dissolution

13.01 Dissolution.  Upon dissolution of the Corporation, all of its assets shall be distributed as provided in the Certificate of Incorporation and the New Jersey Nonprofit Corporation Act, N.J.S.A. 15A: 121 et seq.

Adopted by Board of Trustees on 10-9-01

Sections 7.02 & 7.05 amended by Board of Trustees on 10-8-02

New Section 7.06 added by Board of Trustees on 4-1-03.

Section 7.04 amended by Board of Trustees on 6-15-04.