ARTICLE I: MEMBERS
Section 1.1: Membership. The Lackawanna Coalition, Inc. (“the Coalition”) shall be composed of members in two categories: Community Members and Individual Members.
Section 1.2: Community Members. The community membership shall consist of representatives designated in writing by whichever municipalities and counties that are directly served by the Morris & Essex Line, Gladstone Branch, or Montclair-Boonton Line of New Jersey Transit, chose to do so.
Section 1.3: Individual Members. Any person interested in the activities of the Coalition may become an individual member upon payment of yearly dues.
Section 1.4: Dues. The annual dues required for Community and Individual Members of the Coalition shall be determined by the vote of the Executive Committee. Dues may be changed from year to year. Dues will be set for each class of member (county, municipality or individual member) and will be the same for each member within a membership class.
Section 1.5: Meetings.
- (a) Regular Meetings. Regular meetings shall be held once a month. The first meeting of the year shall be considered the Annual Meeting. All meetings shall be open to the public, except for portions of meetings when material that is customarily considered at closed meetings is discussed. Only members, whether individual members or representatives of community members, are permitted to vote. Meeting dates shall be published on the Coalition’s web site and in the Coalition’s newsletter, the Railgram. Notice of an upcoming meeting, with agenda, shall be sent to each member by electronic mail, and any member may request such notice by postal mail in addition to electronic notice.
- (b) Quorum. A quorum shall consist of five paid-up members, at least two of whom shall be governing officers of the Coalition.
- (c) Special Meetings. Any member, whether an individual member or the representative of a community member, may request a special meeting by informing the Chair or Vice-Chair. The agenda of a special meeting shall be limited to the items specified for action or discussion.
ARTICLE II: OFFICERS
Section 2.1: Officers. The governing officers of the Coalition, who shall be elected from and by the members of the Coalition, shall be a Chair, a Vice-Chair, a Secretary, a Treasurer, and the chairs of all Standing Committees: a Membership Director, a Legislative Director, a Communications Director, a Legal Director, and a Technical Director, as well as such other officers as the Executive Committee may in its discretion from time to time appoint.
Section 2.2: Elections and Term of Office. Elections for all governing officers shall be held at the December meeting of each calendar year, to serve during the following year. All members present at that meeting shall be permitted to vote for candidates for governing officer posts. A membership roll shall be made available at the November meeting so that members may confirm their status. Incumbent governing officers are allowed to nominate a slate of proposed successors, and nominations from the floor are also permitted. Nominations shall be made at the November meeting. Candidates who wish to run for governing officer positions should notify the Chair or Vice-Chair of that intention on or before November 1st. All elected officers shall serve during the following calendar year, for a one-year term, with re-election permitted. An elected officer shall not be permitted to hold the same office for more than three consecutive years; a hiatus of one year shall be required before serving in that same office again. This may be overridden by a vote of two-thirds of the members at the nominating meeting. In the event of the death, resignation or removal of a governing officer, a successor shall be elected at the next regular meeting of the Coalition, or as soon thereafter as possible. Should there be a contested election for any office, the vote will be by secret ballot on a form created by the Secretary, or his or her designee. Before the election at the December meeting, each candidate running for a contested office shall have a two-minute opportunity to speak to the members, in an order agreed on mutually or determined by coin toss. A member of the Executive Committee who is not running as a candidate for a contested office shall be designated to serve as moderator. This member and one other will count the ballots. No proxies will be accepted. Members may vote in person at the meeting, and voting by absentee ballot shall also be permitted according to procedures set by the Executive Committee. Members are eligible to vote six months after they join (i.e.: a person joining in June can vote in December). All eligible voters must have attended at least two-thirds of the meetings during the previous year or since joining, or fewer with extenuating circumstances.
Section 2.3: Resignations, Removals and Replacements. Any officer may resign at any time by giving written notice to the Secretary of the Coalition and such resignation shall become effective upon receipt of such notice or on the date specified in the notice, whichever is later. Before any governing officer can be removed for cause, that person shall be given specific notice of the grounds for removal as well as an opportunity to respond to any allegations made against him or her. Any vote to remove a governing officer shall be taken after due deliberation following such a hearing. Removal of an officer for cause requires a two-thirds vote of the members present at the meeting at which the hearing and vote take place. Non-members shall not be permitted to attend disciplinary hearings.
Section 2.4: Chair. The Chair shall preside over all meetings, and shall have other powers and perform such other duties as are incidental to such office.
Section 2.5: Vice-Chair. In the absence or incapacity of the Chair, the Vice-Chair shall act in the place of the Chair, and in so acting shall have the powers and duties of the Chair. The Vice-Chair shall also coordinate all internal activities of the Coalition and shall be responsible for maintaining liaison with appropriate officials directly or indirectly concerned with transportation issues and policy.
Section 2.6: Treasurer. The Treasurer shall have general supervision over the financial concerns of the Coalition and care and custody of the funds, securities, and other assets of the Coalition. The Treasurer shall have the power to endorse for deposit or collect all money payable to the Coalition or its order, in whatever form, and to pay all debts incurred by the Coalition. The Treasurer shall keep, or cause to be kept, accurate books of account, which shall be the property of the Coalition, and shall make an Annual Report concerning the Coalition’s finances at the first meeting of the calendar year.
Section 2.7: Secretary. The Secretary shall keep the minutes of all meetings of the Coalition, shall be the custodian of all corporate records, and shall have such other powers and perform such other duties as are incidental to such office.
Section 2.8: Committee Chairs. The Chairs of all Standing Committees established under Article IV of these Bylaws shall also be governing officers of the Coalition.
ARTICLE III: EXECUTIVE COMMITTEE
Section 3.1: Powers. The business, property, and affairs of the Coalition shall be managed by the Executive Committee, subject to the Certificate of Incorporation of the Coalition and these Bylaws, and to such rules and regulations as the Executive Committee may adopt for that purpose and for the conduct of meetings. The Executive Committee shall, at the first general meeting of the year, delegate these powers to the membership as a whole, and such delegation shall be valid for the reminder of the calendar year in which it is made. Such a delegation may be revoked before the end of the calendar year, upon emergent circumstances and for good cause, by a two-thirds vote of the Executive Committee.
Section 3.2: Members. The Executive Committee shall consist of the governing officers, including chairs of the standing committees of the Coalition, as well as such other members as the Coalition membership shall elect from time to time for a period not to exceed one year (until the next election), with renewals permitted. These members cannot nominate themselves, and cannot second their own nominations.
Section 3.3: Action Under Emergency Circumstances. If it is necessary for the Coalition to take action on a specific matter and there is insufficient time to call a special meeting with notice to the membership, the Executive Committee can act only on such emergency business. If there is insufficient time for the Executive Committee to meet in person, a majority vote arrived at by telephone or electronic mail shall be deemed sufficient. Any decision made through this emergency procedure shall be submitted to the Coalition membership for ratification or reversal by a vote of the members present, at the next scheduled meeting of the Coalition.
Section 3.4: Meetings. The Executive Committee shall have at least 2 formal meetings during the year.
ARTICLE IV: COMMITTEES.
Section 4.1: Standing Committees. The Chair, in consultation with each Committee Chair, shall appoint members of the Coalition to each Standing Committee mentioned in this section.
- (a) Membership Committee. The Membership Committee shall be responsible for keeping the membership roll of the Coalition. The Membership Committee shall also actively recruit new Associate Members for the Coalition and actively encourage the counties and municipalities along the Morris & Essex, Gladstone and Montclair-Boonton Lines of New Jersey Transit to become Community Members and appoint representatives to the Coalition.
- (b) Legal Committee. The Legal Committee shall be chaired by a member who is an attorney admitted to practice law in the State of New Jersey and shall be responsible for all legal affairs of the Coalition. All Attorneys-At-Law who are members of the Coalition shall be eligible to serve as members of the Legal Committee.
- (c) Communications Committee. The Communications Committee shall be chaired by the Communications Director and shall be responsible for the preparations and publication of any communications, including newsletters and material posted on the Coalition’s web site. The editor of the Railgram and the Webmaster shall automatically be members of the Communications Committee.
- (d) Legislative Committee. The Legislative Committee shall be responsible for advising the members of the Coalition and appropriate persons at all levels of government within the Coalition’s geographical area of concern, about legislative or civic matters concerning transportation. The Legislative Committee shall also be responsible for coordinating with respect to any legislative or administrative initiatives at any level of government, including New Jersey Transit or its successors. All activities of the Legislative Committee shall be non-partisan in nature and consistent with those permitted in accordance with Section 501(c)(3) of the Internal Revenue Code.
- (e) Technical Committee. The Technical Committee shall be chaired by the Technical Director, and shall be responsible for overseeing all matters which impact upon design, construction and technical operations of the railroad and connecting transit, within our area of concern.
Section 4.2: Other Committees. The Chair may from time to time appoint such other committees as deemed desirable to assist in accomplishing the purposes of the Coalition, as set forth in its Certificate of Incorporation and these Bylaws.
ARTICLE V: MISCELLLANEOUS
Section 5.1: Voting. Unless otherwise specified, resolutions and other business shall be deemed approved upon an affirmative vote of a majority of members present and voting, as long as a quorum is present. Each person, whether an Individual Member or a representative of a Community Member, shall have one vote, and shall be permitted to vote on any and all matters before the Coalition.
Section 5.2: Representatives of Community Members. Counties and municipalities that have paid appropriate dues may appoint a representative to vote on that county’s or municipality’s behalf. Such Community Members shall notify the Chair or the Secretary of such appointment, or any change in appointment, which may be made at will. Any person who has previously represented a Community Member and wishes to remain a member of the Coalition may do so upon payment of Individual Member dues for that year. Any person who is a governing officer and resigns from or is discharged from representing a Community Member may remain in that office until the end of the calendar year.
Section 5.3: Removal of Members. A member may be removed for cause, by following the rules and procedures set forth for removal of officers in Section 2.3 of these Bylaws.
Section 5.4: Conduct of Meetings. Unless otherwise specified, all meetings shall be governed by Robert’s Rules of Order.
Section 5.5: Fiscal Year. The fiscal year for the Coalition is the calendar year.
Section 5.6: Execution of Checks. All checks shall be signed by the Treasurer, or the Chair, if the Treasurer is not available. Checks for Five Hundred Dollars ($500.00) or more must be signed by both the Treasurer and the Chair.
Section 5.7: Dissolution. In the event of dissolution, the assets of the Coalition shall, after satisfying all indebtedness, be paid over in accordance with Section 9 of the Certificate of Incorporation of the Coalition to another not-for-profit rail advocacy organization selected by the Executive Committee.
Section 5.8: Amendments. These Bylaws may be amended or repealed and new Bylaws adopted by an affirmative vote of two-thirds of the Coalition members present and voting at the second regular meeting of the Coalition after notice has be given to each Coalition member, either electronically or by postal mail, as is the usual means of notice for that member. Said notice shall specify the article or articles affected, and the subject matter of the proposed amendment or repeal. After such notice, discussion of such amendments shall take place at the first regular meeting of the Coalition, and the amendment or amendments shall be voted on at the following regular meeting: e.g., if notice is sent before the September meeting, discussion will take place at the September meeting and the vote will take place at the October meeting.
Section 5.9: Effective Date. These Bylaws shall become effective upon adoption by a two-thirds vote of the members present at a Coalition meeting, after notice as set forth in Section 5.8 of these Bylaws.
Adopted the 24th day of October, 2012; amended the 23rd day of October, 2017.
