OGHOA Bylaws
AMENDED AND RESTATED BYLAWS OF THE OCEAN GROVE HOME OWNERS ASSOCIATION, INC. ADOPTED NOVEMBER 2024
ARTICLE I
Name; Purpose
1.1 The name of the Corporation is Ocean Grove Home Owners Association, Inc. (the ”Association”).
1.2 The Corporation is organized exclusively for charitable, educational, religious, or scientific purposes, including:
- making distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, as may from time to time be amended;
- protecting and enhancing the quality of life for all residents of Ocean Grove, New Jersey (“Ocean Grove”);
- working and advocating for the preservation and improvement of civic, cultural, historic, recreational and environmental conditions in Ocean Grove;
- facilitating the study of matters of concern to residents of Ocean Grove by holding public meetings, discussion groups, forums, panels, lectures or similar events with respect to such matters for educational purposes; and
- enabling residents of Ocean Grove to gather together for their mutual benefit.
1.2 No substantial part of the activities of the Corporation shall include engaging in political or other propaganda, or otherwise attempting to influence legislation. The Corporation shall not participate or intervene in, including by publishing or distributing statements, of any political campaign on behalf of any candidate for public office.
1.3 No part of the net earnings of the Corporation shall inure to the benefit of any private shareholder or individual.
ARTICLE II
Membership
2.1 Membership in the Association is open to any person who is 18 years of age or older and (a) owns or co-owns a home in Ocean Grove or (b) is a resident in a home in Ocean Grove for a period of not less than twelve consecutive months (an “Eligible Person”).
2.2 An Eligible Person who submits an application for membership in the Association, together with payment of the then-current annual membership fee, shall be a Member of the Association.
2.3 The term of a membership in the Association shall end on the earlier of (a) the date that is 365 days from the date of acceptance of an application for membership or renewal of a membership in the Association; or (b) at such time that a Member ceases to be an owner, co-owner or resident of a home in Ocean Grove.
2.4 Membership is renewable for additional terms of one year each upon payment of the current membership fee.
ARTICLE III
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 be required by law. The treasurer of the Association shall serve as its registered agent and shall have an address at such location.
ARTICLE IV
Meetings of the Members
4.1 Regular Meetings. Regular meetings of the Members of the Association shall be held monthly on the fourth Saturday of each month or on such other date as may be approved by the Board of Trustees, as defined in paragraph 5.1 below (the “Board”). The date, time and place of each regular meeting shall be fixed by the Board 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, and in such other manner or location as may be directed by the Board.
4.2 Special Meetings. Special meetings of the Members may be called by the Board 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. When a special meeting of the Members is adjourned to another time or place, it shall not be necessary to give notice of the adjourned meeting, if (a) the time and place of the adjourned meeting are announced at the meeting at which the adjournment is taken; and (b) the only business to be transacted at the adjourned meeting is that which might have been transacted at the original meeting.
4.3 Manner of Meeting. Regular and special meetings of the Members may be held in person , and/or remotely by means of video and audio content transmission in real time, and by means of which all participants may see and hear each other.
4.4 Quorum. The attendance of 40 Members in good standing at a regular or special meeting of the Members shall be necessary and sufficient to constitute a quorum for the transaction of business at such meeting.
4.5 Voting by Members.
4.5.1 Each Member of the Association present at a meeting of the Members shall be entitled to one vote on each matter submitted to a vote of the Members.
4.5.2 At any meeting of the Members conducted in whole or in part by means of teleconference or video conference, and at which a matter shall be submitted to a vote of the Members, to the extent authorized by the Board, the Board shall implement reasonable measures to ensure that (a) each attendee, including those attending by video or teleconference, can participate in the meeting; (b) any person voting on a matter submitted to a vote of the Members is a Member in good standing; (c) each Member voting in an election for officers or Trustees is a Member in good standing as of June 30 of the then-current year, and remains a Member through July 31 of such then-current year; and (d) a record of votes and other actions taken at the meeting is created and maintained.
4.5.3 Any action of the Members, other than the election of Trustees or the amendment of the Association’s Certificate of Incorporation or bylaws, shall be approved by the affirmative vote of a plurality of Members at a meeting of Members at which a quorum is present.
4.5.4 Any amendment of the Association’s Certificate of Incorporation or bylaws shall be approved by a two-thirds majority vote of the Members at a meeting at which a quorum is present.
4.5.5 At each election of Trustees each member entitled to vote at the election shall have the right to cast the number of votes equal to the number of trustees to be elected. Trustees shall be elected by a plurality of the votes cast at an election.
4.5.6 A Member may not authorize, by proxy or any other means, another person to vote or act for such Member.
ARTICLE V
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 five Members of the Association. The number of Trustees on the Board shall be established by the Board from time to time. The President, Vice-President, Secretary and Treasurer of the Association shall be members of the Board , ex officio, and the immediate past president of the Association shall remain a member of the Board for so long as such person shall be qualified as a Member of the Association and until succeeded by the outgoing president. 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 may exercise all such powers of the Association and do all such lawful acts and things as are not otherwise prohibited by statute, by the Articles of Incorporation, or these Bylaws.
5.2 Qualification of Trustees. A candidate for election to the Board of 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 ex officio members of the Board shall serve for a term of two years, and other Trustees (excluding the immediate past president) 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 present at a meeting at which a quorum is present.
5.3.2 Nominations for election to the Board shall be accepted from the floor at the yearly June membership meeting. The election shall be held at the yearly July membership meeting.
5.4 Changes in the Number of Trustees. The number of Trustees may at any time be increased or decreased by action of the Board, but no decrease in the number of Trustees shall have the effect of shortening the term of any then-current Trustee.
5.5 Vacancies. Any vacancy in the Board, 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 . 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 Board , appoint, from time to time, from among the 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 may include investigation and study of matters of interest to the Members of the Association , formulation and recommendations of courses of action to address such matters, and such other matters as are approved by the Board from time to time.
5.7 Remuneration. Trustees shall receive no salary or other remuneration for their service but shall be entitled to reimbursement for out-of-pocket expenses incurred on behalf of the Association, up to a maximum amount of $500, upon the presentation of a receipt and approval thereof by the Treasurer of the Association. Prior approval by the Board is required for reimbursement of any expense exceeding $500.
5.8 Suspension; Removal.
5.8.1 A Trustee may be suspended at any time, for cause, by the affirmative vote of not less than 75% of a quorum of the Trustees present in person or by teleconference or video conference at a meeting at which such removal is under consideration. For purposes of this section 5.8.1, “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.
5.8.2 Suspension of a Trustee shall be reversed or, if not reversed, confirmed, whereupon such Trustee shall be removed , 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.
5.9 Notices. Except as may otherwise be required by law, notice to any Trustee may 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.
ARTICLE VI
Meetings of the Board of Trustees
6.1 Regular Meetings. Regular meetings of the Board 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 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 the time and place as designated in the notice of the meeting.
6.3 Manner of Meeting. A Trustee may attend a regular or special meeting of the Board 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 s 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 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. A by a majority of the Trustees shall constitute a quorum for the transaction of business.
6.6 Voting. The vote of a majority of the Trustees present at a meeting, whether in person by teleconference or videoconference shall be the act of the Board. Any action required or permitted to be taken at a meeting of the Board, may be taken by the unanimous written consent of the Board. A copy of each such consent shall be filed with the minutes of the Board.
ARTICLE VII
Officers
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 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.
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. 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.
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 (taking proper vouchers for such disbursements), and shall render to the Board 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 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.
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 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 the appointment of a Member by the President, and confirmed by the affirmative vote of a majority of a quorum of the Board. 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.
ARTICLE VIII
Fiscal Year
The fiscal year of the Association shall be from January 1 to December 31.
ARTICLE IX
Depositories
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 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.
ARTICLE X
Indemnification of Officers and Trustees
10.1 Indemnification. The Association shall indemnify its officers and Trustees to the greatest extent permitted by law, including, without limitation, against any cost, loss, liability or expense, arising out of or in connection with any proceeding against such officer or Trustee by virtue of the fact that he, she or they are or were an officer or Trustee of the Association.
10.2 Proceedings. For purposes of this Article X, “proceeding” shall mean any legal or threatened legal or administrative action, pending, threatened, before any state or federal court or administrative authority. 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 provisions of this Article.
10.3 Insurance. The Association is authorized to purchase and maintain, in such amounts as shall be approved by the Board, policies of insurance insuring any person who is or was an officer, Trustee, employee or agent of the Association (each, an “Agent”), against any loss, cost, liability or expense arising by reason of being, or having been an Agent of the Association, whether or not the Association has the power to indemnify such Agent under the provisions of this Article X or any applicable law.
ARTICLE XI
Books and Records
The Association shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the Board and shall keep a record of its Board with the names, addresses, telephone numbers and e-mail addresses of all Trustees.
ARTICLE XII
Amendments
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 November 23, 2024.
______________________
Secretary