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Bylaws of the Greenwich Angels Foundation 501C3 46-2878462
ARTICLE I: NAME The name by which the Corporation shall be known is The Greenwich Angels Foundation, Inc., also known as the GAF and the GAEF.
ARTICLE II: PURPOSES
Greenwich Angels Mission
The mission of the Greenwich Angels Foundation is to promulgate the community, cultural, arts, environmental,ethical and all around educational activities of the children of the State of New Jersey & the Township of Greenwich and Montague and the surrounding area in Warren & Sussex County New Jersey and provide support for any effort to help children within a 50 mile radius. Also to encourage programs for the mental and physical health of the children. We will provide an Education Foundation "Greenwich Angels Education Foundation GAEF " which will work with the schools to fund school projects and we will provide scholarships for the children and we will fund any other deserving community project that serves to educate the students of Greenwich & Montague Township and any other area within a 50 mile radius.
Our activities will include fund raising and donating to worthy individuals and programs and activities that meet our core mission. We will encourage personal growth through life affirming messages. Engage local communities with recreational events and activities. Help families and individuals struggling with personal hardship. The Highpoint Angels will handle the Sussex County Area.
The purpose of the Foundation shall be: to encourage, solicit, seek and accept contributions of money and property, real and personal, tangible and intangible, restricted, designated or unrestricted, and to maintain, use and apply the whole or any part thereof (income and principal) to or for the benefit of the Children of the State of New Jersey and the surrounding area to seek, and assist personnel of the districts to seek grants, endowments and other contributions from individuals, corporations, foundations and local, state and federal governments, their agencies or commissions. to use appropriate means consistent with the policies of the district to achieve the purposes of the foundation.
To enter into contracts with other persons and corporations under which the Foundation would carry out any and all of the above activities for the Foundation. to carry on any activity and to deal with and expend any such property or income therefrom for any of the foregoing purposes, without limitation, except such limitations, if any, imposed upon the use of such property, or any portions thereof, by the donor, the Certificate of Incorporation, or any other limitation prescribed by law, provided (a) that no activity shall be such as is not permitted by a corporation exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1954 or any corresponding provision of the Internal Revenue Code, or as deductible under Section 170 (c)(2) of such code; (b) that the Foundation shall not attempt to influence legislation by propaganda or otherwise, nor shall it intervene in, or participate in, any political office; and (c) that no part of the net earnings of the Foundation shall go or inure to the benefit of any member, Director or private individual.
ARTICLE III: MEMBERS
Section 1. Designation of Members. Membership in the Foundation shall be limited to those persons constituting the Board of Directors of the Foundation at any given time.
Section 2. Other Classes of Members. The Directors may establish, change or abolish one or more other classes of members who shall have no voting power in the Corporation, but who may have other privileges of membership on such terms and conditions as the Directors may determine.
ARTICLE IV: BOARD OF DIRECTORS
Section 1. Authority. All corporate powers of the Foundation shall be exercised by or under the authority of the Board of Directors, who shall be the �Trustees� described in N.J.S.A. 15:1-7. The Board of Directors shall have the authority: to elect new members of the Board;
to elect a President, one or more Vice-Presidents, a Secretary and a Treasurer, all of whom will be elected at the Annual Meeting to serve a term of one year or until a successor is selected. to contract and pay for services of consultants, lawyers, auditors, appraisers and other such experts as may be required at any time. to rent space when needed and as may be appropriate for Foundation use. to decide on appropriate methods to be used to achieve the purposes of the Foundation. to decide whether or not to accept restricted or designated gifts and to decide under what conditions such gifts shall be accepted, while maintaining consistency with Foundation purposes, objectives and intentions. to pay all reasonable expenses in connection with securing contributions, grants, endowments, etc. to maintain a checking account to pay Foundation expenses, the size of which shall be determined by the Board. when necessary, to set up special checking accounts for fund raising events that require large expense payments and to turn over to the approved depository the net profits of the events.
Section 2. Number, Term of Office, Election and Qualifications. The number of Directors shall be not less than three (3) members and not more than twenty-one (21) members. Each Director shall serve for a term of three (3) years unless he or she is elected to a partial term to fill a vacancy. At the end of the first year, and thereafter, one-third of the Directors shall be elected each year at the Annual Meeting by a majority vote of the Directors then in office. Nominations for Director may be submitted by the Nominating Committee or by individual Directors. Elected Directors shall not include members or employees of the Board of Education of the school district served by the Foundation. In addition to the elected Directors, the Superintendent and one member of the Board of Education of the school district served by the Foundation, to be chosen by the Boards of Education, shall be a non-voting Director of the Foundation by virtue of their office. Any vacancy on the Board of Directors shall be filled at the discretion of the Directors by a majority vote of the Directors then in office. A Director elected to fill a vacancy shall be elected for the unexpired term associated with the seat being filled.
Section 3. Resignation, Leaves of Absence and Removal. Any Foundation Director may resign at any time by written resignation filed with the President of the Foundation. Any Foundation Director may take a leave of absence for up to one year by written notification filed with the President of the Foundation. Directors on leaves of absence may not debate or vote on any question before the board and shall not be counted for purposes of determining a quorum. Any Foundation Director may be removed from office with or without cause by the affirmative vote of two-thirds (2/3) of the Foundation Directors.
Section 4. Compensation. No Director shall receive, directly or indirectly, any compensation for his or her services as Director. The Board may authorize reimbursement of reasonable expenses incurred by Board members in connection with attendance at Board meetings and other duties.
Section 5. Meetings. The Annual Meeting of the Board of Directors shall be held in the month of April at such date, time and place as the Board of Directors shall determine. In addition to the Annual Meeting, regular meetings shall be held at least quarterly and shall be called by the President or any two Directors.
Section 6. Notice of Meetings. Notice of the Annual Meeting shall be given to the Directors not more than thirty (30) days nor less than ten (10) days before the meeting. Notice of regular meetings shall be given to all the Directors a minimum of four (4) days prior to the meeting. The notice requirements contained in these By-Laws may be waived in writing by an Director. All waivers shall be made part of the minutes of the meeting.
Section 7. Quorum. The presence of one-half (1/2) of the entire Board shall be necessary and sufficie