Constitution & Bylaws

of

Progressive Democrats of New Jersey
A New Jersey Nonprofit Corporation

As Amended: August, 2020


ARTICLE N. DEFINITIONS 

Throughout this Constitution and Bylaws of Progressive Democrats of New Jersey, Inc. the following terms shall have the meaning prescribed in the within article.

  1. Company or Organization or Corporation. The organization as set up and defined in Article I and Article II.
  2. Members are any person, defined in Article IV, whether voting member or non-voting member, who make up the total membership of the Organization
  3. Board of Delegates. The governing body, as defined in Article V, of the Organization and charged with the general oversight of the Board of Directors.
  4. Board of Directors. The governing body responsible for the day-to-day operations of the Organization headed by an Executive Director, appointed by the Board of Delegates and defined in Article VI.
  5. Executive Committee. The Committee, as defined in Article VII, and charged with managing the Organization between meetings of the Board of Delegates.
  6. Annual Meeting/State Convention. The yearly meeting of the Membership of the Organization as defined in Article XII.
  7. Regional Councils. Councils set up to assist in organizing one of three regions of New Jersey.
  8. Student Councils. Councils set up to assist Student Chapters throughout the State of New Jersey.

ARTICLE I. NAME

The name of this organization is Progressive Democrats of New Jersey, Inc. a domestic non-profit corporation incorporated in the State of New Jersey with the registration number 0450479096 and registered with the United States Internal Revenue Service with EIN number 85-0575588. The organization is also commonly known as and may be referred to in this Constitution and Bylaws as “PDNJ.”

ARTICLE II. PURPOSE & STATEMENT OF VALUES

Section 1. Legal Purpose. This corporation is organized exclusively for nonprofit purposes as defined under Chapter 501(c)4 of the U.S. Internal Revenue Code of 1986, as amended. The corporation is authorized to create the following wholly owned entities:

  1. Legal Defense Fund. The corporation shall cause to be incorporated a Legal Defense Fund under Chapter 501(c)3 of the U.S. Internal Revenue Code of 1986, as amended.
  2. Federal 527 Committees. The corporation shall have the authority to create one or more organizations as defined under section 527 of the Internal Revenue Code of 1986, as amended, for the purposes of supporting New Jersey candidates for Federal Office.
  3. New Jersey Continuing Political Committee. The corporation shall have the authority to create one of more organizations as defined by the New Jersey Election Law Enforcement Commission and the Statutory Authority of N.J.S.A. 19:44A-1 et seq.; N.J.S.A. 19:44B-1 et seq., N.J.S.A. 19:27A-1 et seq., and N.J.S.A. 52:13C-18 et seq., together with N.J.A.C. 19:25-1.1 et seq., and generally defined as a Continuing Political Committee, which “includes any group of two or more persons acting jointly, or any corporation, partnership, or any other incorporated or unincorporated association, including a political club, political action committee, civic association or other organization, which in any calendar year contributes or expects to contribute at least $4,300 to aid or promote the candidacy of an individual, or the candidacies of individuals, for elective public office, or the passage or defeat of a public question or public questions, and which may be expected to make contributions toward such aid or promotion or passage or defeat during a subsequent election, provided that the group, corporation, partnership, association or other organization has been determined by the commission to be a continuing political committee in accordance with N.J.S.A. 19:44A-8(b). Frequently referred to as political action committee (PAC) or special interest group.”

Section 2. Public Purpose. Progressive Democrats of New Jersey and its members are first and foremost Democrats, united around a Progressive agenda that puts working people first and advocates for social, economic, racial, and environmental justice. This corporation is organized for the explicit purpose of promoting progressive policy, ideals, and values; to promote a more democratic process in New Jersey including through the nomination and election of progressive candidates for public office throughout the state and its counties. Specific issues, platforms, and policy positions shall be promulgated by the Committees on Policy and Platform, as authorized by Article VIII, Section 2 herein.

Section 3. Statement of Endorsement or Support in General Elections. Progressive Democrats of New Jersey and its duly authorized Chapters shall neither endorse nor support any opponent to a duly nominated Democratic candidate in any General Election. This shall not prevent the organization or its duly authorized charters from endorsing or supporting a duly elected Democratic candidate in a General Election at their discretion.

Section 4. Statement on Campaign Financing. Progressive Democrats of New Jersey, its duly authorized chapters, and endorsed candidates shall neither seek nor accept funds or other forms of contribution from Pharmaceutical, Petroleum, Weapons & Defense, Health Insurance, and Commercial Finance, Police Unions and Police Benevolent Associations, and Real Estate Developers together with their officers; donations from employees of these industries shall be considered on a case by case basis. Candidates and Chapters shall be required to sign and attest a yearly campaign financing pledge with a comprehensive listing of prohibited donation sources.

ARTICLE III. CHAPTERS

Section 1. Types. Chapters of PDNJ shall include: County Chapters, College Chapters, and High School Chapters organized under the authority of PDNJ.

Section 2. Criteria. The PDNJ Board of Delegates shall determine criteria for establishing Chapters and setting standards for continuing affiliation with PDNJ.

Section 3. Proxy Voting. There shall be no proxy voting by any Chapter of PDNJ. Electronic voting and remote voting shall be made available.

Section 4. Purpose of Chapters. The purposes and basic policies of PDNJ shall in every case also be the purposes and basic policies of each Chapter.

Section 5. Chapter Bylaws. Each Chapter shall adopt bylaws for the governance of the Chapter. Such bylaws shall not be in conflict with the Constitution and Bylaws of PDNJ. Such bylaws shall include an article on amendments and shall include a provision establishing quorum.

Section 6. Chapter Governance Leadership Requirements. Each Chapter shall elect from their membership a Chapter Board consistent with the governance structures made available under the PDNJ standing rules governing Chapter bylaws.

Section 7. Financial Relationship. Membership dues shall be prescribed in Article IV of these Bylaws. Each membership payment shall be split between the operating budgets of the County Chapter and the Statewide Organization with the Statewide Organization receiving 60% of the dues collected and the County Chapter receiving 40% of the dues collected. Additionally, County Chapters are expected to solicit donations to the County Chapter from members and the community at large in support of the mission of the Chapter and PDNJ; such donations shall be split between the operating account of the County Chapter and the Statewide Organization with the Statewide Organization receiving 40% of the donations collected and the County Chapter retaining 60% of the donations collected. Knowing that financial matters may need to be modified in a manner more flexible then the Amendment procedures for these Bylaws, the financial arrangement enumerated in this sub-section may be modified in the Standing Rules.

ARTICLE IV. MEMBERS & DUES

Section 1. Every individual who is a member of a Chapter is, by virtue of that fact, a member of Progressive Democrats of New Jersey by which such Chapter is chartered and is entitled to all the benefits of such membership.

Section 2. Membership in a Chapter shall be open, without discrimination, to anyone who believes in and supports the mission and purpose of PDNJ.

Section 3. Each member of a Chapter shall pay such annual dues to the Chapter as may be prescribed. The amount of such dues shall include the portion payable to PDNJ.

Section 4. The membership dues shall be no less than thirty dollars ($30.00) per annum. Except in the case of College Chapters of which annual membership shall be no less than twenty dollars ($20.00) and High School Chapters of which annual membership shall be no less than ten dollars ($10.00). Notwithstanding the above, it shall be the policy of PDNJ and its chapters to grant a financial waiver of dues to an interested party who can establish a hardship and attends at least six (6) of twelve (12) meetings throughout a given calendar year or any three (3) consecutive meetings. Dues and financial waivers shall be enumerated in the Standing Rules provided that the above minimums are met.

Section 5. Members shall be divided into two classes: active and life.

  1. Active members shall be those who are members of a Chapter and who have paid their current per capita dues. Only active members shall hold office and serve on committees.
  2. Life members shall be those upon whom this honor has been conferred in recognition of service to PDNJ or a Chapter. The nominating Chapter, or nominating Member, shall make application to PDNJ together with one-hundred and seventy-seven dollars and sixty cents ($177.60). Life members may become or continue as active members of a Chapter upon payment of current dues at the Chapter level.

Additional honorary membership classes may be instituted in the Standing Rules.

Section 7. Members who are under the age of 18-years are prohibited under New Jersey law from signing contracts that bind the members of a Chapter or PDNJ.

Section 8. No Chapter shall charge additional membership dues. This shall not impede chapters from soliciting donations from existing membership.

ARTICLE V. BOARD OF DELEGATES & OFFICERS

Section 1. Board of Delegates, Role. There shall be a Board of Delegates which shall be comprised of two delegates sent from each of the several County Chapters as defined in Article III. College Chapters shall have two (2) at-large delegates and six (6) regional delegates, two (2) from the north, central, and south regions respectively, sent from the College Council. High School Chapters shall have two (2) at-large delegates and six (6) regional delegates, two (2) from the north, central, and south regions respectively, from the High School Council.

The Board of Delegates shall also be known as Trustees of the Corporation and shall be vested with oversight authority of the Board of Directors; shall appoint the Executive Director; shall provide advice and consent on the appointment of other Directors chosen by the Executive Director; shall promote the Corporation and generate good-will for the corporation and its goals; and shall actively solicit financial support for the organization.

Section 2. Officers. The Board of Delegates shall elect from their numbers a Chairperson, a Vice Chairperson, a Treasurer, and a Secretary.

Section 3. Term of Officers. The officers referenced in Section 2 of this article shall serve for a term of two (2) years or until their successors are elected. Except for the offices of Chairperson and Vice Chairperson who shall serve three (3) year terms.

Section 4. Elections. Elections for officers shall take place in odd numbered years at the annual meeting/convention and they shall take office January 1st following their election. Balloting shall be conducted as follows:

  1. If more than one candidate is nominated a vote by secret ballot shall be conducted, if only one candidate is nominated a voice vote or acclimation may be conducted.
  2. A majority is required to elect, except, after the second ballot if no nominee is elected, a plurality shall elect on a third ballot.

Section 5. Officer Eligibility. The following provisions shall govern the eligibility of an individual to be officers of PDNJ:

  1. Each candidate for office shall have served at least one year on the Board of Delegates.
  2. Each candidate shall be a member of a County Chapter charted by PDNJ.
  3. No officer shall be eligible to serve more than two (2) consecutive terms in the same office.
  4. An officer having served less than one year shall be eligible for re-election to the same position.
  5. A person who has served in office for more than half of a full term shall be deemed to have served a full term in such office.
  6. No person shall hold more than one office at a time.

Section 6. Chairperson. The Chairperson Shall:

  1. Preside at all meetings of the Board of Delegates.
  2. Serve as an ex-officio member of all committees except committees where these Bylaws or the Standing Rules
  3. Preside at the annual meeting/convention.
  4. Perform such other duties as may be provided for by the PDNJ Standing Rules, prescribed by the parliamentary authority, or directed by the Board of Delegates or referred by the Board of Directors.

Section 7. Vice-Chairperson. The Vice-Chairperson Shall:

  1. In the absence of the Chairperson, perform the duties of the Chairperson.
  2. Assist the Chairperson in the execution of their duties.
  3. Perform such other duties as may be provided for by the PDNJ Standing Rules, prescribed by the parliamentary authority, or directed by the Board of Delegates or referred by the Board of Directors.

Section 8. Treasurer. The Treasurer shall:

  1. Cause to be kept, maintain, and verify a full account of the funds of PDNJ;
  2. Cause to be kept, a full and accurate account of the receipts and disbursements of PDNJ;
  3. Cause to be created and certify accurate New Jersey Election Law Enforcement Commission reports and Federal Election Commission reports.
  4. Render a written statement to the Board of Delegates at each meeting;
  5. Present an annual report of the financial condition of the organization;
  6. Perform such other duties as may be provided for by the PDNJ Standing Rules, prescribed by the parliamentary authority, or directed by the Board of Delegates or referred by the Board of Directors.

Section 9. Secretary. The Secretary shall:

  1. Keep an accurate account of all meetings;
  2. Be prepared to read the minutes of past meetings;
  3. Perform such other duties as may be provided for by the PDNJ Standing Rules, prescribed by the parliamentary authority, or directed by the Board of Delegates or referred by the Board of Directors.

Section 10. Officer Vacancy, Filling Officer Vacancy. A vacancy occurring in any office of the Board of Delegates under Article V herein shall be filled at the next meeting of the Board of Delegates from the then membership of the Board of Delegates.

Section 11. Meetings of Board of Delegates. The Board of Delegates shall meet monthly at a time and place to be determined. The Board of Directors shall be present at meetings and present information for action by the Board of Delegates.

Section 12. Annual Meeting. The Board of Delegates shall hold an annual/convention at a time and place to be determined. Such annual meeting shall be open Board of Directors and the entire membership, space allowing, and the Board of Delegates may require an RSVP for attendance and space planning purposes. In the event that more members wish to attend the meeting then can physically be allowed, the meeting will, to the best ability of the Board of Delegates, be broadcast live, recorded, and made available to the membership on the Corporation’s website.

Section 13. Attendance. Attendance at the Regular and Annual meetings is expected of all members of the Board of Delegates. Failure to attend three (3) or more meetings in any calendar year (special meetings excepted) shall be considered abandonment of their position under Section 15 of this Article.

Section 14. Special Meetings, Notice. Special meetings of the Board of Delegates may be called by or at the request of any two Delegates and/or the Chairperson and/or the Executive Director. The person or persons authorized to call special meetings of the Board of Delegates may fix any location within the borders of the State of New Jersey as the place for holding any special meeting called by them, virtual meetings accepted as being within the State of New Jersey regardless of where participants may physically be while attending a virtual meeting. Notice of any special meeting of the Board of Delegate shall be given with at least two (2) weeks advance notice of the meeting by telephone or electronic methods, postal service notice shall not be allowed for notice for special meetings. In the event of the need for an emergency meeting of the Board of Delegates two (2) days’ notice may be sufficient provided that quorum, as provided for in this Article is attained.

Section 15. Quorum. The presence, in person, of one-half (1/2) of the current members of the Board of Delegates and at least one (1) representative from two-thirds (2/3) of the counties then with Chapters, shall be necessary at any meeting to constitute a quorum to transact business, except that a lesser number shall have power to adjourn to a specified later date without notice. The act of fifty percent (50%) of the members of the Board of Delegates present at a meeting at which quorum is present shall be the act of the whole Board of Delegates, unless the act of a greater number is required by law or these Bylaws.

Section 16. Forfeiture. Any member of the Board of Delegates who fails to fulfill any of his or her requirements as set forth in this Article and its subsections and any Standing Rules shall automatically forfeit his or her seat on the Board of Delegates. If a seat is deemed to be vacated, the Secretary shall notify the member in writing that their seat has been declared vacant, and the Board of Delegates shall forthwith request that the County Charter fill the vacancy. Members of the Board of Delegates who are removed for failure to meet any or all of the requirements of their post as outlined in this Article are not entitled to vote at any subsequent meeting and are not entitled to the procedure outlined in Section 21 of this Article.

Section 17. Vacancies. Whenever any vacancy occurs in the Board of Delegates the County Chapter shall fill the vacancy within fourteen (14) days.

Section 18. Compensation. Members of the Board of Delegates shall not receive any compensation for their services as Delegates.

Section 19. Informal Action by Delegates. Any action required by law to be taken at a meeting of the Board of Delegates, or any action which may be taken at a meeting of the Board of Delegates, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be assented to by two-thirds (2/3) of all members of the Board of Delegates, or by acclimation, following notice of the intended action to all members of the Board of Delegates.

Section 20. Confidentiality. Members shall not discuss or disclose information about the Corporation or its activities to any person or entity unless such information is already a matter of public knowledge, such person or entity has a need to know, or the disclosure of such information is in the legitimate furtherance of the Corporations’ purposes, or can reasonably be expected to benefit the Corporation. Members shall use discretion and good judgement in discussing the affairs of the Corporation with third parties. Without limiting the foregoing, Members may discuss upcoming fundraisers and the purpose and function of the Corporation. Each Member of the Board of Delegates shall execute a confidentiality agreement consistent herewith upon being appointed to the Board of Delegates.

Section 21. Parliamentary Procedure, Presiding Officer, Minutes, Tied Votes. Any question concerning parliamentary procedure at meetings shall be determined by reference to the most recent edition of Roberts Rules of Order.

The Chairperson shall be the presiding officer of all meetings of the Board of Delegates. The Chairperson shall be the presiding officer of the Annual Meeting and/or convention. The Executive Director shall be the presiding officer of all joint meetings of the Board of Directors and Board of Delegates.

The Secretary shall be the parliamentarian and take minutes of the meetings of the Board of Delegates, Board of Directors, or joint meetings thereof; and, shall draft all motions, record the votes on motions, and amend the Constitution and Bylaws as required.

In the event of a tied vote on a motion before the Board of Delegates, a second ballot shall be called for. If, after another tied vote on a second ballot, the Executive Committee shall together cast one deciding vote. In the event of a tie by the Executive Committee when casting a tie-breaking vote, the motion fails.

Section 22. Removal. A delegate of the Board of Delegates may be removed at any time for acts the reflect poorly on the Corporation; for engaging in slander, libel, or other behavior that could open the Corporation to litigious action; for engaging in financial malfeasance with Corporate property; or for other behavior detrimental to the operations and reputation of the Corporation, and defined and outlined by the Board of Delegates in the form of Articles of Removal.

A Delegate may be removed by a resolution, in the form of Articles of Removal, outlining the reasons for the removal and said resolution must be approved by a voice vote of at least two-thirds (2/3) of the Board of Delegates present and voting. Upon approval of Articles of Removal, the Delegate must be given notice of the approved resolution and at least thirty (30) days’ notice of the date and time to present a defense of the allegations contained in the Articles of Removal. Upon presentation of a defense by the Delegate a vote of the Delegates will be called for to ratify or acquit. A voice vote will be conducted and at least two-thirds (2/3) of the Board of Delegates present and voting shall be required to ratify the Articles of Removal. Upon ratification, the Delegate shall be removed and bared from membership in the organization or any duly chartered chapter.

ARTICLE VI. BOARD OF DIRECTORS

Section 1. Board of Directors. There shall be a Board of Directors which shall be vested with the responsibility of day to day operations of the Corporation. A member of the Board of Delegates may serve on the Board of Directors if appointed and confirmed. No person may hold two roles on the Board of Directors.

Section 2. Directors. The Directors shall be:

  1. Executive Director. The Board of Delegates shall appoint an Executive Director who shall have the responsibility of managing and carrying out the strategic vision of the Board of Delegates and appointing other Directors with the advice and consent of the Board of Delegates, such consent to not be unreasonably withheld. Appointment of a Director by the Executive Director may be done by notifying the Board of Delegates, the procedure of which shall be outlined in the Standing Rules. The role and scope of the Executive Director shall be outlined in the Standing Rules of the Corporation which may be amended from time to time by the Board of Delegates.
  2. North Jersey Regional Director. Shall be responsible for the day to day operations and coordination of the North Jersey Regional Chapters; specific duties to be outlined in the Standing Rules. Shall report to and be managed by the Executive Director.
  3. Central Jersey Regional Director. Shall be responsible for the day to day operations and coordination of the Central Jersey Regional Chapters; specific duties to be outlined in the Standing Rules. Shall report to and be managed by the Executive Director.
  4. South Jersey Regional Director. Shall be responsible for the day to day operations and coordination of the South Jersey Regional Chapters; specific duties to be outlined in the Standing Rules. Shall report to and be managed by the Executive Director.
  5. College Director. Shall be responsible for the day to day operations of College Chapters; specific duties to be outlined in the Standing Rules. Shall report to and be managed by the Executive Director.
  6. High School Director. Shall be responsible for the day to day operations of High School Chapters; specific duties to be outlined in the Standing Rules. Shall report to and be managed by the Executive Director.
  7. General Council. Shall be responsible for the day to day legal affairs of the organization; specific duties to be outlined in the Standing Rules. Shall report to and be managed by the Executive Director.
  8. Statewide Finance Director. Shall be responsible for managing the day-to-day financial operations of the Organization; specific duties to be outlined in the Standing Rules. Shall report to and be managed by the Executive Director.
  9. Statewide Fundraising Director. Shall be responsible for managing the day-to-day fundraising operations of the Organization; specific duties to be outlined in the Standing Rules. Shall report to and be managed by the Executive Director.
  10. Statewide Technology Director. Shall be responsible for managing the day-to-day technology operations of the Organization; specific duties to be outlined in the Standing Rules. Shall report to and be managed by the Executive Director.
  11. Statewide Coordinated Campaigns Director. Shall be responsible for managing the day-to-day statewide electoral/campaign operations of the Organization; specific duties to be outlined in the Standing Rules. Shall report to and be managed by the Executive Director.
  12. Statewide Field Director. Shall be responsible for managing the day-to-day field operations of the Organization; specific duties to be outlined in the Standing Rules. Shall report to and be managed by the Executive Director.
  13. Statewide Communications Director. Shall be responsible for managing the day-to-day communications operations of the Organization; specific duties to be outlined in the Standing Rules. Shall report to and be managed by the Executive Director.
  14. Statewide Political Director. Shall be responsible for managing the day-to-day political operations of the Organization; specific duties to be outlined in the Standing Rules. Shall report to and be managed by the Executive Director.
  15. Statewide Policy Director. Shall be responsible for managing the day-to-day policy and research operations of the Organization; specific duties to be outlined in the Standing Rules. Shall report to and be managed by the Executive Director.
  16. Statewide Government Relations Director. Shall be responsible for managing the day-to-day government relations operations of the Organization; specific duties to be outlined in the Standing Rules. Shall report to and be managed by the Executive Director.
  17. Statewide Volunteer Director. Shall be responsible for managing the day-to-day volunteer operations of the Organization; specific duties to be outlined in the Standing Rules. Shall report to and be managed by the Executive Director.
  18. Statewide Public Relations Director/Press Secretary. Shall be responsible for managing the day-to-day public relations and media outreach operations of the Organization; specific duties to be outlined in the Standing Rules. Shall report to and be managed by the Executive Director.

ARTICLE VII. EXECUTIVE COMMITTEE

Section 1. Executive Committee. The Executive Committee shall consist of the elected officers of the Board of Delegates, the Executive Director, and two additional members of the Board of Delegates appointed by the Executive Director. Other Directors who are not Delegates as well shall not serve on the Executive Committee; however, the Executive Director shall be a member of the Executive Committee regardless of whether the Executive Director is a member of the Board of Delegates.

Section 2. Meetings. Meetings of the Executive Committee shall be held at least quarterly at a time and location to be determined by the Chairperson. Special meetings of the Executive Committee may be called with twenty-four (24) hours’ notice via electronic means. Virtual meetings are preferred for special or emergency meetings. In the absence of the Chairperson at a meeting of Executive Committee, the Executive Director shall preside.

Section 3. Quorum. A majority of the then active members of the Executive Committee shall constitute of quorum for conducting business.

Section 4. Purpose. The Executive Committee shall:

  1. Transact business referred to it by the Board of Delegates or Board of Directors.
  2. Act in emergencies between regular meetings of the Board of Delegates.
  3. Make a report at each meeting of the Board of Delegates.
  4. Appoint annually a person qualified to audit the financial records of the Corporation.
  5. Determine the salaries of employees upon recommendation from relevant committees.
  6. Approve the Standing Rules and subsequent revisions to it.
  7. Approve the date, time, and location of the Annual Meeting and/or Convention.

Section 5. Manner of Transacting Business. All business may be transacted by mail, email, or telephony, if necessary.

ARTICLE VIII. COMMITTEES

Section 1. Standing Committees. PDNJ shall have Standing Committees as necessary to promote the objects, interests, and management of the Corporation. Each Committee shall fulfill its duties as outlined in the Standing Rules of PDNJ.

Section 2. Structure of Committees. Each Committee listed in the Standing Rules shall:

  1. Have a Chairperson appointed by the Executive Director with the advice and consent of the Executive Committee and with the approval of the Board of Delegates. Chairpersons shall begin their term on January 1 following their appointment at the Annual Meeting and/or Convention.
  2. Shall serve for a term of one (1) year, or until their successors are appointed. Shall be eligible for reappointment but shall not server for more than four terms.
  3. Vacancies shall be filled by the Executive Director with the approval of the Executive Committee.

Section 2. Ad-hoc Committees. Ad hoc Committees are those appointed by the Executive Director, Chairperson, Executive Committee, Board of Directors, or the Board of Delegates to fulfill a specific assignment.

  1. Ad hoc Committees shall fulfill their obligations as directed by the creating body and shall go out of existence upon completion of their assignments.
  2. The first person assigned/elected to the committee shall call the first meeting of the committee. Unless directed by these bylaws, the chairperson for an Ad hoc Committee shall be elected by the committee at its first meeting.
  3. A majority of those listed, as serving on the committee shall constitute a quorum for all meetings of the committee.

ARTICLE IX. REGIONAL COUNCILS

Section 1. Regions. The State of New Jersey shall be divided into three regions.

  1. Northern Jersey. Consisting of Bergen, Essex, Hudson, Morris, Passaic, Sussex, Union, and Warren counties.
  2. Central Jersey. Consisting of Hunterdon, Mercer, Middlesex, Monmouth, Somerset, and Ocean counties.
  3. Southern Jersey. Consisting of Atlantic, Burlington, Camden, Cape May, Cumberland, Gloucester, and Salem counties.

Section 2. Regional Councils. A Regional Council comprised of one representative from each of the several Chapters in one of the Regions defined in Section 1 of this Article shall have the following purposes:

  1. Promote the purpose and mission of PDNJ and its Chapters in the region.
  2. Support Chapter leaders and membership.
  3. Provide for conference, coordination, and cooperation among the membership of the regions.
  4. Shall not legislate for Chapters; that is, a council shall not impose any action on County Chapters.
  5. By a majority vote of the Regional Council, the council may initiate action in matters of common interest within the regional boundaries provided that the council does not mandate participation.

Section 2. Annual Meeting. Each region shall hold a Regional Council meeting/summit each year open to all members of the constituent County Chapters.

Section 3. Regional Directors. Region Directors shall serve on the Board of Directors with full privileges and responsibilities, and,

  1. Shall be elected by the Regional Council;
  2. Shall have served on a County Chapters’ Executive Committee;
  3. Shall serve for a term of two (2) years and may be reappointed;
  4. Shall have and execute such duties as are outlined in the Standing Rules of PDNJ.

ARTICLE X. STUDENT COUNCILS

Section 1. Student Councils. There shall be a Statewide Council of College Chapters and a Statewide Council of High School Chapters.

Section 2. Statewide Council of College Chapters. The Statewide Council of College Chapters shall be comprised of one representative from each of the several College Chapters and shall have the following purposes:

  1. Promote the purpose and mission of PDNJ and its Chapters.
  2. Support Chapter leaders and membership.
  3. Provide for conference, coordination, and cooperation among the College Chapters.
  4. Shall not legislate for Chapters; that is, a council shall not impose any action on College Chapters.
  5. By a majority vote of the Regional Council, the council may initiate action in matters of common interest within the regional boundaries provided that the council does not mandate participation.

Section 3. Statewide Council of High School Chapters. The Statewide Council of High School Chapters shall be comprised of one representative from each of the several High School Chapters and shall have the following purposes:

  1. Promote the purpose and mission of PDNJ and its Chapters.
  2. Support Chapter leaders and membership.
  3. Provide for conference, coordination, and cooperation among the High School Chapters.
  4. Shall not legislate for Chapters; that is, a council shall not impose any action on High School Chapters.
  5. By a majority vote of the Regional Council, the council may initiate action in matters of common interest within the regional boundaries provided that the council does not mandate participation.

Section 4. Annual Meeting. Each Council herein shall hold a Council meeting/summit each year open to all members of the constituent Chapters.

Section 5. Directors. There shall be a College Student Director and High School Student Director whom shall serve on the Board of Directors with full privileges and responsibilities, and,

  1. Shall be elected by the respective Student Council.
  2. Shall have served on a Student Chapters’ Executive Committee.
  3. Student Directors shall serve for a term of one (1) year and may be reappointed.
  4. Shall have and execute such duties as are outlined in the Standing Rules of PDNJ.

ARTICLE XI. STATE & LOCAL RELATIONSHIP

Section 1. Relationship. A Chapter is a branch of PDNJ and exists for the purpose of accomplishing at the local level the objects and purposes of PDNJ.

Section 2. Standing. A Chapter in good standing is one that:

  1. Meets PDNJ standards of affiliation as specified in these Bylaws.
  2. Meets other criteria as may be prescribed in the Standing Rules of PDNJ.

Section 3. Chapter Bylaws. Each Chapter shall adopt such bylaws for the governance of their Chapter as may be approved by PDNJ. Such bylaws shall not be in conflict with these Bylaws or the Standing Rules of PDNJ.

Section 4. Council Membership. All Chapters with active membership and have bylaws approved by PDNJ shall be eligible for membership in a Regional Council and to nominate two delegates to the Board of Delegates. Councils shall not legislate for local Chapters.

Section 5. Resources and Support. PDNJ shall provide training to leadership and members, shall provide resources to execute the electoral and advocacy goals of the Organization, shall provide for basic technological infrastructure as outlined in the Standing Rules, shall provide for fiscal supervision, fundraising, accounting and other financial support for general operations, and shall provide such other training and resources as may be available from time to time and outlined in the Standing Rules of PDNJ.

ARTICLE XII. WITHDRAWAL OF CHARTER

Section 1. Procedure. If a Chapter is considering withdrawal of its Chapter, the following procedures must be followed:

  1. A Chapter Executive Committee considering recommending to its general membership a resolution to withdraw its Chapter must afford a representative of PDNJ an opportunity to speak to with the leadership and Board prior to its takin any action on such a proposal.
  2. If the Executive Committee of a Chapter then votes to present to its membership a motion to withdraw its charter, it must inform, in writing, PDNJ and the full Chapter membership at least thirty (30) days prior to the next general membership meeting that the motion to withdraw its charter is considered.
  3. A PDNJ representative must be afforded the opportunity to speak at the Chapter general membership meeting, prior to action being taken by the Chapter to withdraw its charter.
  4. Approval to withdraw the charter requires a two-thirds (2/3) vote, by written ballot, a quorum must be present. Only those members who are in good standing on the date the written notice of the proposal to withdraw the charter is sent may vote.

Section 2. Withdrawal. Each Chapter is obligated upon withdrawal of its charter to:

  1. After paying, or adequately providing for the debts and obligations of the Charter, the remaining assets, not in the control of the Statewide Finance Director, the Chapter leadership shall cause to be tendered to PDNJ all remaining assets together with proof that all accounts and lines of credit in the name of the Chapter have been closed.
  2. Each Chapter, upon withdrawal of its charter, shall surrender to PDNJ all PDNJ branded property along with all documents pertaining to the legal status of the dissolved Chapter, including any certificates of dissolution.
  3. To cease and desist from the further use of any name that implies or connotes association with PDNJ or any status as a constituent of PDNJ.
  4. To carry out, under the supervision and direction of PDNJ, all proceedings necessary or desirable for the purpose of dissolving such local Chapter.

Section 3. Notification. PDNJ is required by law notify immediately, the Internal Revenue Service, the New Jersey Sales Tax Bureau, the New Jersey Secretary of State, and Charities Registration and Gaming Commission, and the Postal Authorities that a Chapter is no longer affiliated with PDNJ.

ARTICLE XIII. STATE CONVENTION/ANNUAL MEETING

Section 1. State Convention. The State Convention/Annual Meeting shall be held annually in the State of New Jersey. The date and place of the convention shall be approved by the Executive Committee of PDNJ.

Notice of the State Convention/Annual Meeting shall be sent to each member of PDNJ and Chapter membership at least sixty (60) days before the meeting.

  1. All members who are members in good standing are eligible to attend the State Convention.
  2. Voting: the privileges of making motions, debating, and voting shall be limited to the members defined in this article in subsection 1.3.
  3. Voting members of the State Convention shall be: members of the PDNJ Board of Delegates, PDNJ Board of Directors, members of the Regional, College, and High School Councils, the Executive Membership of County, College, and High School Chapters.
  4. All other State Convention attendees shall be non-voting registrants. They may attend the convention, but may not make motions, debate, or vote.
  5. Visitors may attend the convention upon payment of a registration fee, but without the privilege of debating, making motions, or voting.
  6. Quorum for Annual Meeting and/or State Convention: seventy-five (75) percent of voting delegates representing two thirds of the County Charters then in existence. The Quorum, once established at registration, applies to all business meetings.

ARTICLE XIV. EXTERNAL AFFAIRS

Understanding that coordination with outside organizations and the fostering of positive and long-lasting relationships with same are in long-term strategic interests of the organization, its officers may work with outside organizations as outlined in this article.

Section 1. Allied Organizations Council. The organization may elect to participate in or create or lead a council of allied organizations that supports or amplifies the work of the organization. Such council shall be created and defined in the Standing Rules.

Section 2. Other Groups. The organization through its members, and its members as individuals, may be involved with other organizations keeping in mind that their interactions reflect on the organization.

ARTICLE XV. CONFLICT OF INTEREST & COMPENSATION

Section 1. Purpose. The purpose of the conflict of interest policy is to protect this non-profit corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Section 2. Definitions.

  1. Interested Person. Any director, principal officer, or member of a committee with governing Board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
  2. Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
    1. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
    2. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
    3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing Board or committee decides that a conflict of interest exists.

Section 3. Procedures.

  1. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing Board delegated powers considering the proposed transaction or arrangement.
  2. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or committee members shall decide if a conflict of interest exists.
  3. Procedures for Addressing the Conflict of Interest.
    1. An interested person may make a presentation at the governing Board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
    2. The chairperson of the governing Board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
    3. After exercising due diligence, the governing Board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
    4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing Board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
  4. Violations of the Conflicts of Interest Policy.
    1. If the governing Board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
    2. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing Board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Section 4. Records of Proceedings. The minutes of the governing Board and all committees with Board delegated powers shall contain:

  1. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing Board’s or committee’s decision as to whether a conflict of interest in fact existed.
  2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Section 5. Compensation.

  1. A voting member of the Board of Delegates or Executive Committee who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation.
  2. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation.
  3. No voting member of the Board of Delegates or Executive Committee or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Section 6. Annual Statements. Each director, principal officer and member of a committee with governing Board delegated powers shall annually sign a statement which affirms such person:

  1. Has received a copy of the conflicts of interest policy,
  2. Has read and understands the policy,
  3. Has agreed to comply with the policy, and
  4. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Section 7. Periodic Reviews. To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

  1. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
  2. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

Section 8. Use of Outside Experts. When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing Board of its responsibility for ensuring periodic reviews are conducted.

ARTICLE XVI. INDEMNIFICATION

Section 1. General. To the full extent authorized under the laws of the State of New Jersey, the corporation shall indemnify any member of the Board of Delegates, the Executive Committee, employee, or agent, or former member, director, officer, employee, or agent of the corporation, or any person who may have served at the corporation’s request as a director or officer of another corporation (each of the foregoing members, directors, officers, employees, agents, and persons is referred to in this Article individually as an “indemnitee”), against expenses actually and necessarily incurred by such indemnitee in connection with the defense of any action, suit, or proceeding in which that indemnitee is made a party by reason of being or having been such member, director, officer, employee, or agent, except in relation to matters as to which that indemnitee shall have been adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The foregoing indemnification shall not be deemed exclusive of any other rights to which an indemnitee may be entitled under any bylaw, agreement, resolution of the Board of Directors, or otherwise.

Section 2. Expenses. Expenses (including reasonable attorneys’ fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding, if authorized by the Board of Directors, upon receipt of an undertaking by or on behalf of the indemnitee to repay such amount if it shall ultimately be determined that such indemnitee is not entitled to be indemnified hereunder.

Section 3. Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a member, director, officer, employee, or agent 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 or obligation to indemnify such person against such liability under this Article.

ARTICLE XVII. FISCAL YEAR

The fiscal year of PDNJ shall be from January 1 to December 31.

ARTICLE XVIII. PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern PDNJ and constituent Chapters in all cases in which they are applicable and in which they are not in conflict with these Bylaws, or the articles of incorporation.

ARTICLE XIX. BOOKS AND RECORDS

The corporation shall keep complete books and records of account and minutes of the proceedings of the Biannual Reorganization Meeting, Annual Meeting, Board of Delegates meetings, Executive Committee meetings, other Committees meetings, and Special meetings.

Section 1. Inspection by Members. Any Member may request to inspect the books and records of the company at the registered address of the company, or a reasonable alternate location agreeable to both the member and the records custodian, by delivering written notice of the request to the Secretary of the Executive Committee. Arrangements will be made with the requesting Member within seven (7) days of request.

ARTICLE XX. BANK ACCOUNTS AND FINANCE

Section 1. Banking, Institution, Accounts, Authorized Signatories. The Treasurer, The Executive Director, and the Statewide Finance Director are authorized to open and maintain checking accounts at a financial institution approved by the Board of Delegates. Such account shall be the primary account for compliance with New Jersey Election Law Enforcement and is the only authorized account for the Corporation. The Executive Director, Treasurer, and Statewide Director of Finance shall be authorized signatories on the account. Each County Chapter shall have access to the Chapters bank account with one authorized person.

Section 2. Debit Cards. Each of the authorized signatories in Section 1 herein are authorized to hold a Debit Card for the Corporation for regular expenses. Each expense made by a debit card must be submitted to the Treasurer with a receipt and description of the expense for compliance purposes.

Section 3. Credit Cards and Lines of Credit. The Corporation is not authorized to take out a Credit Card or line of credit in the name of the Corporation.

Section 4. Debts to Members, Reimbursement of Expenses. As needed and authorized by a member of the Executive Committee members of the Board of Delegates and members of other Committees may make expenses on behalf of the Corporation using personal funds. To remain in compliance with New Jersey Election Law Enforcement, any expense paid by a member on behalf of the Corporation shall be considered a loan to the Corporation. The member may seek the loan be repaid or may forgive it as a contribution to the organization. All loans must be accompanied by receipts, statements of the purpose for the expense, and a statement of whether the loan is to be repaid or forgiven and treated as a donation.

Section 5. Inspection of Financial Records. Any Member may request to inspect the financial records of the company at the registered address of the company, or a reasonable alternate location agreeable to both the member and the records custodian, by delivering written notice of the request to the Treasurer of the Executive Committee. Arrangements will be made with the requesting Member within seven (7) days of request.

ARTICLE XXI. AMENDMENTS

Section 1. Articles of Incorporation. The Articles of Incorporation may be amended in any manner at any regular or special meeting of the Executive Committee, Board of Delegates and Board of Directors, jointly, by a three-fourths (3/4) affirmative vote of the members present and voting, provided that specific written notice of the proposed amendment of the Articles setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each member at least thirty (30) days in advance of such a meeting if delivered personally, by facsimile, or by e-mail or at least forty-five (45) days if delivered by mail. Any amendment to the Articles shall require the affirmative vote of all members then a member of one of the bodies named herein and subject to the rules of quorum promulgated in these Bylaws for meetings of the Board of Delegates.

Section 2. Constitution & Bylaws. These Bylaws may be amended at an annual convention or meeting by a two-thirds (2/3) vote of those present and voting provided that the amendments have been approved by the PDNJ Board of Delegates by a majority vote and notice of proposed amendments have been sent to each Chapter and Board of Directors at least thirty (30) days prior to the State Convention and/or Annual Meeting.

  1. Proposed amendments shall be sent to the Chairperson.
  2. An amendment may be proposed by any one of the following:
    1. A Chapter;
    2. A Council;
    3. A Standing Committee;
    4. The Board of Directors;
    5. The Executive Committee;
    6. A Standing Committee;
    7. A Special Committee;
    8. The Board of Delegates.
  3. The Board of Delegates shall consider all proposed amendments and shall make recommendations to the Accredited Delegates at the Annual Meeting/State Convention.

The Executive Committee, Board of Directors, and Board of Delegates, jointly and by a majority vote, may authorize the creation of a Committee on Bylaws to submit a revised set of bylaws as a substitute for the existing bylaws. Such revised bylaws must be approved by the procedure set forth in this Section herein.

ARTICLE XXII. STANDING RULES

There shall be Standing Rules of the Organization, and such rules shall supplement but may not supersede or negate these Bylaws.

Section 1. Standing Rules Incorporated into Bylaws. The Standing Rules shall be read in conjunction with these Bylaws. Where there is a conflict between these Bylaws and the Standing Rules, these Bylaws shall govern.

Section 2. Creation of Standing Rules. Standing Rules shall be created and adopted at the same time as these Bylaws and may be amended as provided in this Article

Section 3. Amendment and Revision of Standing Rules. The Standing Rules may be amended by a two-thirds (2/3) vote of the Executive committee; or a simple majority at a joint meeting of the Board of Delegates and Board of Directors.

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Adopted the 3rd Day of August 2020.