AMENDED AND RESTATED BYLAWS
OCEAN GROVE HOME OWNERS ASSOCIATION, INC.
1.1 The name of the Corporation is Ocean Grove Home Owners Association, Inc. (the ”Association”).
1.2 The purpose of the Association is to protect and enhance the quality of life inOcean Grove, to foster community engagement, and to provide a forum for the exchange of information about and discussion of issues of concern to the Ocean Grove community.
2.1 Membership in the Association is open to any owner of a home in Ocean Grove.
2.2 A homeowner may join the Association by submitting an application for membership to the Association, together with payment of the then-current annual membership fee.
2.3 Upon acceptance of the membership application and payment of the membership fee, an applicant shall be a member of the Association for a term ending on December 31 of the current calendar year.
2.4 Membership is renewable for additional terms of one year each upon payment of the current membership fee.
Registered Office and Registered Agent
Registered Office and Registered Agent. The registered office of the Association shall be located in the State of New Jersey at such place as shall be fixed from time to time by the Board of Trustees, and upon filing of such notice as may required by law. The treasurer of the Association shall serve as its registered agent and shall have an office at such location.
Meetings of the Members
4.1 Regular Meetings. Regular meetings of the members of the Association shall be held monthly, generally on the fourth Saturday of each month. The date, time and place of each regular meeting shall be fixed by the Board of Trustees and shall be published on the Association’s website and in an e-mail or other electronic notice to each member who shall have furnished the Association with a valid e-mail or other electronic address. Notice of the regular monthly meeting may be submitted for publication in a print newspaper or online publication serving Ocean Grove.
4.2 Special Meetings. Special meetings of the members may be called by the Board of Trustees upon not less than 10 calendar days’ notice stating the date, time and place of such meeting and the business to be transacted thereat. Notice of a special meeting shall be by e-mail or other electronic notice to each member who has furnished the Association with a valid e-mail or other electronic address and by publication on the Association’s website.
4.3 Manner of Meeting. Regular and special meeting of the members may be held in person in Ocean Grove, or remotely by means of video and audio content transmission in real time.
4.4 Quorum. The attendance of 40 members in good standing at a regular or special meeting of the members of the Association shall be necessary and sufficient to constitute a quorum for the transaction of business at such meeting.
Board of Trustees
5.1 Number and Powers. The management of all of the affairs of the Association shall be vested in a Board of Trustees of not fewer than nine members of the Association. The President, Vice-President, Secretary and Treasurer of the Association shall be members of the Board of Trustees, ex officio, and the immediate past president of the Association shall remain a member of the Board of Trustees for so long as such person shall be qualified as a member of the Association. Five additional members shall be elected to the Board of Trustees. In addition to the powers and authorities expressly conferred upon it by these Bylaws and by the Articles of Incorporation of the Association, the Board of Trustees may exercise all such powers of the Association, and do all such lawful acts and things as are not otherwise prohibited by statute or by the Articles of Incorporation or by these Bylaws.
5.2 Qualification of Trustees. A candidate for election to the Board of Trustees shall (a) be a member of the Association; and (b) shall have paid the current fee for membership in the Association not later than June 1 of the current calendar year.
5.3 Election of Trustees.
5.3.1 The current members of the Board of Trustees shall serve until the expiration of the term for which they were elected. Thereafter, the ex officio members of the Board of Trustees shall serve for a term of two years, and five additional Trustees shall be elected for a term of four years. Trustees, with the exception of the immediate past president, shall be elected by the vote of a majority of the members constituting a quorum.
5.3.2 Nomination for election to the Board of Trustees shall be accepted from the floor at the yearly June membership meeting. The election shall be held at the yearly July meeting.
5.4 Changes in the Number of Trustees. The number of Trustees may at any time be increased or decreased by the amendment of these Bylaws, but no decrease in the number of Trustees shall have the effect of shortening the term of any Trustee.
5.5 Vacancies. Any vacancy in the Board of Trustees, whether by resignation, death or otherwise, shall, within 30 days of such vacancy, be filled by appointment by the President of the Association, confirmed by the affirmative vote of a majority of the remaining Trustees, even though less than a quorum of the Board of Trustees. A Trustee elected to fill a vacancy shall serve for the unexpired term of his or her predecessor and until a successor is elected and qualified.
5.6 Committees. The President of the Association may, subject to approval by the affirmative vote of a majority of the Trustees, appoint, from time to time, from among the Trustees or members of the Association, standing or temporary committees consisting of not fewer than two members, at least one of whom shall be a Trustee.
The purpose of such committees shall include investigation and study of matters of concern to the members of the Association and formulation and recommendation of a course of action to address such matters.
5.7 Remuneration. Trustees shall receive no salary or other remuneration for their service, but shall be entitled to reimbursement for expenses incurred on behalf of the Association, up to a maximum amount of $200.00, upon the presentation of a receipt and approval thereof by the Treasurer of the Association. Prior approval by the Board of Trustees is required for reimbursement of any expense exceeding $200.00.
5.8 Removal. Any Trustee may be removed at any time, for cause, by the affirmative vote of not less than 75% of the Trustees present in person or by teleconference or video conference at a meeting at which such removal is under consideration, and the ratification of such removal by the affirmative vote of a majority of a quorum of members of the Association in attendance at a regular or special meeting of the members. For purposes of this paragraph 5.8, “cause” shall mean an act of dishonesty or misrepresentation, or any act or behavior tending to cause the Association to be held in contempt or disrepute.
5.9 Notices. Except as may otherwise be required by law, notice to any Trustee ay be delivered personally; by first class mail, return receipt requested; or by electronic mail with confirmation of delivery, addressed to the addressee at his or her last known address in the records of the Association.
Meetings of the Board of Trustees
6.1 Regular Meetings. Regular meetings of the Board of Trustees shall be held monthly, on a date and at a time and place as the President of the Association shall designate.
6.2 Special Meetings. Special meetings of the Board of Trustees may be called at any time , upon five days’ notice, by the President of the Association or upon the request of three Trustees. Such meetings shall be held at such time and at a place as designated in the notice of the meeting.
6.3 Manner of Meeting. Any Trustee may attend a regular or special meeting of the Board of Trustees by teleconference or video conference whereby all Trustees can hear and be heard by each other.
6.4 Notice. Notice of all regular and special meetings of the Board of Trustees shall be sent to all Trustees by e-mail not later than five days before the meeting. Attendance by a Trustee, in person or by teleconference or video conference, at any meeting of the Board of Trustees shall constitute a waiver of notice of such meeting, except where a Trustee attends for the express purpose of objecting to the transaction of business because such meeting is not lawfully called or convened. A waiver of notice signed by a Trustee, whether before or after the time set for the meeting, shall be equivalent to the giving of notice.
6.5 Quorum. Attendance by a majority of the Trustees shall be necessary and sufficient at all meetings to constitute a quorum for the transaction of business.
7.1 Designation. The officers of the Association shall be elected by the members and shall be a President, Vice-President, Secretary and Treasurer. All officers shall be elected for a term of two years, and shall hold office until their successors are elected and qualified. No officer may concurrently hold more than one office. The President shall not serve more than two consecutive terms.
7.2 The President. The President shall preside at all meetings of the Board of Trustees and of the members; shall have general supervision of the affairs of the Association, and shall perform such other duties as are incident to the office, or are properly required of the President by the Board of Trustees.
7.3 The Vice-President. The Vice-President shall exercise all of the functions of the President during the absence or disability of the President. The Vice-President shall have such powers and discharge such duties as may be assigned to him or her from time to time by the Board of Trustees. In the event of the death, resignation or permanent disability of the President, the Vice-President shall assume the office and exercise all of the powers of the President.
7.4 The Secretary. The Secretary shall issue notices of all meetings, except for notices of special meetings of the Board of Trustees that are called by the requisite number of Trustees; shall make and keep minutes of all meetings; shall have charge of the corporate records, and shall make such reports and perform such other duties as are incident to the office, or are properly required of the Secretary by the Board of Trustees.
7.5 The Treasurer. The Treasurer shall have custody of all funds and securities of the Association and shall keep regular books of account. The Treasurer shall disburse the funds of the Association in payment of just demands against the Association, or as may be directed by the Board of Trustees (taking proper vouchers for such disbursements), and shall render to the Board of Trustees and to the members, from time to time as may be requested, an account of all transactions undertaken as Treasurer and of the financial condition of the Association. Prior approval by the vote of a majority of the Board of Trustees shall be required for any disbursement in an amount greater than $500.00. The Treasurer shall perform such other duties as are incident to the office or are properly required by the Board of Trustees.
7.6 Delegation. If any officer of the Association is absent or unable to act and no other person is authorized to act in such officer’s place by these Bylaws, the Board of Trustees may from time to time delegate the powers or duties of such officer to any other officer or Trustee of the Association.
7.7 Vacancies. A vacancy in any office, whether by resignation, death or otherwise, shall, within 30 days of the occurrence of such vacancy, be filled by an appointment of a member of the Association by the President, and confirmed by the affirmative vote of a majority of a quorum of the Board of Trustees. A member appointed to fill a vacancy shall serve for the unexpired term of his or her predecessor and until a successor is elected and qualified.
The fiscal year of the Association shall be from January 1 to December 31.
The funds of the Association shall be deposited in the name of the Association in such bank or banks or trust company or trust companies as the Board of Trustees shall designate, and shall be drawn from such accounts only by check or other order for payment of money signed by the Treasurer of the Association, or by such other person as may be determined by resolution of the Board of Trustees.
Indemnification of Officers and Trustees.
The Association shall indemnify its officers and Trustees to the greatest extent permitted by law. The Association shall have the power to purchase and maintain insurance on behalf of any person who is or was a Trustee, officer, employee or agent of the Association, against any liability asserted against such person and incurred by such person in any such capacity or arising out of any status as such, whether or not the Association would have the power to indemnify such person against such liability under the provisionsof this Article.
Books and Records
The Association shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its Board of Trustees; and shall keep a record of its Board of Trustees with the names, addresses, telephone numbers and email addresses of all Trustees.
The members of the Association shall have the power to make, alter, amend and repeal the Bylaws of the Association upon the affirmative vote of a two-thirds majority of a quorum of members present at a regular or special meeting of the members. Any proposed amendment of these Bylaws shall be provided to the members not less than 30 days prior to the date of the meeting at which the members shall vote on such proposed amendment. Adopted by resolution of the members of the Ocean Grove Home Owners Association, Inc. on May 29, 2021.