Article I - NAME

The name of this Corporation shall be Avalon Home and Landowners Association, hereinafter referred to as the Association.

Article II - PURPOSE

Section l. The purpose of this Association shall be to educate and inform its members and the citizens of the Borough on matters concerning Avalon Borough affairs including, but not limited to, planning, zoning, taxes, public works, finances, proposed ordinances, public safety, sanitation and water, storm damage, and other matters relating to the health, safety, welfare and financial well-being of the citizens of the Borough.

Section 2. To advise and consult with the officers of the Borough of Avalon, New Jersey, on matters of importance affecting the interests of owners of real estate in the Borough, to the end that community projects may be planned and accomplished for the good of all its citizens and, in any and all ways possible, to encourage, promote, foster and protect the physical development, environment, and general welfare of the Borough and its citizens.

Section 3. To take such actions of behalf of the Association as the Board shall authorize.

Article III - MEMBERSHIP

Voting membership shall be limited to owners of real estate in the Borough of Avalon, New Jersey, whether residents or not. Where real estate is titled in the name of more than one individual and the owners are members, only one such owner shall be eligible to vote.

Where real estate is titled in the name of a corporation, partnership, or similar legal entity, the entity shall designate one person to be its representative and member of the Association.

Where members own multiple properties within the Borough; said members shall be entitled to only one vote as a member of the Association.

The Trustees may elect as Honorary Members persons who do not meet the criteria for voting membership. Honorary Members may not vote, hold office or serve as committee chairs and are exempt from the payment of dues. Honorary Members may otherwise serve the Association in a manner to be determined by the President. Recommendations for honorary membership may be made by any member and will be referred to the Membership Committee for action.

Article IV - DUES

Section l. Each member shall pay annual dues in an amount to be fixed, from time to time, by the Executive Committee. The Trustees will approve changes in the dues. Dues shall be payable in January each year.

Section 2. A member who fails to pay the annual dues within one hundred and eighty (180) days of the due date thereof shall be dropped from the rolls of the association.

Article V - FINANCES

Section l. The fiscal year of the Association shall end on August 31st of each year.

Section 2. The books and accounts of the Association shall be the subject of an internal audit at the end of each fiscal year and whenever a new Treasurer is elected.

Section 3. The Association is authorized to solicit contributions and to create special funds for such purposes as may be approved by the Board of Trustees (hereinafter referred to as “the Board”) to further the objectives of the Association.

Section 4. The President or the Treasurer shall be authorized to draw checks on an account of the Association for purposes authorized in the budget adopted by the Board of Trustees of the Association. Checks for payments not authorized in the budget of the Association shall require the prior approval of the Board at a regular meeting of that body.

Section 5. A budget for each fiscal year shall be prepared by the Finance Committee and presented to the Board for adoption within sixty (60) days after the annual meeting. The budget shall not be exceeded without the prior approval of the Board.

Article VI - OFFICERS

Section l. The officers of the Association shall be the President, a First Vice President, a Second Vice President, a Secretary, a Treasurer, and a Vice President for Programs and Special Events, all of whom shall be elected annually by the Board from their number. All officers of the Association shall be ex-officio members of the Board and of the Executive Committee.

Section 2. No member of the Association holding elective public office in the Borough of Avalon, New Jersey shall be eligible to become either an officer of the Association or a member of its Board.

Section 3. The President shall be the Chief Executive Officer of the Association and shall preside at its meetings as well as all meetings of the Board and the Executive Committee. The President shall be an ex-officio member of all committees except the Nominating Committee.

Section 4. The First Vice-President shall perform the duties and exercise the powers of the President in the event of the absence, disability, or inability to serve for any other reason of the President.

Section 5. The Second Vice-President shall perform the duties and exercise the powers of the President in the event of the absence, disability, or inability to service for any other reason of both the President and the First Vice-President.

Section 6. The Secretary shall act as Secretary of the Association, the Board, and of the Executive Committee. The Secretary shall keep regular minutes of meetings of all three bodies, shall send such notices as are required to be given to the members thereof, and shall perform such other secretarial duties as the President, the Board, or the Executive Committee shall direct. The Secretary shall maintain membership records, prepare and mail annual dues billings and record payments thereof; and serve as custodian for the Association’s permanent records. The Secretary may receive compensation for services in an amount recommended by the Executive Committee and approved annually by the Board.

Section 7. The Treasurer shall have custody of the funds of the Association, which shall be deposited in the name of the Association in one or more depositories designated by the Executive Committee; shall pay all bills contracted and budgeted by the Association; shall keep an accurate account of receipts and disbursements; shall submit a current financial report at each meeting of the Board as well as an annual financial report; and shall furnish such additional financial reports as may be required by the Executive Committee or the Board from time to time.

Section 8. The Vice President for Programs and Special Events will be responsible for providing programs for the Trustee meetings, arrange for publicity and other special activities

Article VII - BOARD OF TRUSTEES

Section 1. The Board of Trustees, referred to heretofore and hereinafter as “the Board”, shall consist of seventeen (17) elected members, in addition to the officers of the Association. The seventeen members shall consist of five (5) elected each year for a one- (1) year term and four elected each year for a three- (3) year term. The Board shall have complete charge of the affairs of the Association and determination of its policies.

Section 2. The President may call a meeting of the Board at any time and shall call a meeting upon the written request of five (5) members of the Board. A majority of the Board shall constitute a quorum at any regular or specially called meeting.

Article VIII - EXECUTIVE COMMITTEE

Section 1. The President shall appoint from the membership of the Board five (5) members including the Immediate Past President who, together with the officers of the Association, shall constitute the Executive Committee. The President shall fill any vacancy, which may occur on the Executive Committee.

Section 2. The Executive Committee shall have responsibility for executing policies adopted by the Board; for the management and operation of the Association, including the right to fix the annual dues of members; determining eligibility for membership; for arranging conferences with public authorities; for the employment of counsel and of such other representatives, agents or assistants as may be deemed necessary; and for the dissemination of information to members. They shall meet at such times and places as they may fix and shall meet at the request of a majority of the Board or of the President. A majority of the Executive Committee shall constitute a quorum at any meeting of that body.

Article IX - ATTENDANCE

Members of the Board and members of the Executive Committee shall be required to notify the President or the Secretary of their inability to attend any meeting of their respective body of which they have been duly notified. If the absences of any member exceed 50% of the regularly scheduled meetings within the period of 9 months after election, the Board shall be notified of this fact in order to take action. If a majority of the Board shall find such absences to have been without good cause they shall declare that seat on the Board and/or the Executive Committee to be vacant. The Secretary shall promptly advise the member of that fact in writing and of the fact that the member may appeal such action to the Board in writing and by presenting that appeal personally at the next scheduled meeting of the Board. The decision of a majority of the Board on the appeal shall be final.

Article X - MEETINGS

Section 1. The annual meeting of the Association shall be held during the month of August in each year on such day, at the time, and at such place within the Borough of Avalon, New Jersey, as the Board shall designate. The purpose of the annual meeting is to hear a review of the activities of the Association during the past year, to be informed by public officials as to the current status and of future plans for the Borough, to receive reports of any matters of interest to owners of real property within the Borough, to elect officers and members of the Board of Trustees, and to conduct such other business as may properly come before the meeting.

Section 2. Other meetings of the Association may be held at such times and in such places within the Borough of Avalon as may be determined by the Trustees.

Section 3. At least two (2) weeks prior to any such meeting, notice thereof shall be sent by the Secretary to the Membership. Such notice shall include a statement of the purpose for which the meeting is called.

Section 4. At any such meeting a majority of members present shall constitute a quorum.

Section 5. Unless changed by the Board to deal with holiday or other conflicts, meetings of the Board shall be held monthly on the second Saturday of each month except August at 10 A.M. in either the Senior Center of the Borough of Avalon or the Avalon Borough Hall. All members of the Association are eligible to attend such meetings.

Article XI - NOMINATIONS AND ELECTIONS

Section 1. No later than the second Saturday in April of each year, the President shall appoint a Nominating Committee consisting of at least three (3) members which shall select candidates for each office and as many candidates as may be required to fill vacancies on the Board. The list of nominees shall be mailed to all Board members at least two (2) weeks prior to the June Board Meeting.

Section 2. Nominations may be made from the floor at June meeting of the Trustees by any member in good standing. Nominations may also be made from the floor at the annual meeting.

Section 3. At the annual meeting the membership shall elect the officers as well as five (5) Trustees for a term of one (1) year and four (4) Trustees for a term of three (3) years.

Section 4. The elected officers and Board members shall take office at the annual meeting of the Association.

Section 5. In the case of a vacancy occurring in any office, in the Board, or in the Executive Committee, the Board shall have the power to fill such vacancy at any time.

Article XII - COMMITTEES

Section 1. The Board shall have the following standing committees, to be filled by the President within 60 days of election:

Section 2. The Chairman of all committees shall be a member of the Board. The President may also appoint non-member advisors to such committees, without that person having a vote.

Section 3. The President may constitute other special or standing committees, and may fill vacancies in any committee as they occur.

Article XIII - POSITION OF ASSOCIATION

Section l. The President shall be the official spokesman for the Association.

Section 2. Whenever the official position of the Association is to be presented by any officer, trustee, or member of the Association other than the President, it shall only be with the specific authorization of the President.

Section 3. All letters or other communications purporting to speak on behalf of the Association shall be signed by the President or by an officer, or other representative duly authorized to do so by the Board or the President.

Section 4. Nothing herein shall preclude an officer, Trustee, or member of the Association from discussing any matter with officials of the Borough, representative of the press, or any other individual, providing the opinion expressed is clearly qualified as being personal and not representative of the position of the Association.

Article XIV - ASSOCIATION MAILING LIST

Section l. The Board shall have sole control of the membership list of the Association and it shall not be made available to anyone, whether member or not, for non-approved purposes.

Section 2. Communications that may be requested to be directed to the membership must first be approved by the Board for mailing.

Article XV - CONFLICT OF INTEREST

Section 1. Members of the Board or of the Executive Committee, at their respective meetings, or members of the Association at one of its meetings, shall be required to declare any prejudicial position or conflict of interest any one of them may have in any matter under consideration at the meeting, after which that member shall be precluded from voting on the action in which conflicted, although that member shall be permitted to express an opinion on the issue. At any such meeting, a member may challenge the position of another member on an issue as representing an undeclared conflict of interest, in which event the body to which the challenge is presented shall discuss the matter and, by majority vote, declare whether or not a conflict exists.

The decision rendered on the issue shall be final.

Section 2. Members who are appointed members of a Borough board; authority, office or department may voice an opinion on any motion or resolution involving the Borough but shall be recorded as not voting on that issue.

Article XVI - LEGAL ACTION

The Association, upon approval and authorization by a majority of the Board voting on the issue, may institute, participate in, and finance legal action in any matter related to the purposes of the Association.

Article XVII - INDEMNIFICATION

Except for actions found to have been criminal or fraudulent in nature, any person, or the estate or personal representative of such person, shall be and hereby is indemnified by the Association against personal liability arising out of that person’s activities as a Board member or as an officer of the Association.

Article XVIII - AMENDMENTS

These bylaws may be amended by a majority vote of the Board provided, however, that such amendment has been submitted in writing to each Board member at least one month in advance of the meeting at which it is to be considered. A change in such amendment germane to the subject under consideration may be offered and voted on at that meeting.

Article XIX - DISSOLUTION

Section 1. Provided that the Executive Committee and the Board has recommended dissolution of the Association, and further provided that notice thereof is given to all members at least four (4) weeks in advance of the action to be taken, the Association may be dissolved at any meeting called for that purpose by a majority vote of those members present at the meeting.

Section 2. In the event of a vote to dissolve, all assets of the Association shall be disposed of as follows:

(a) All debts, liabilities and obligations of the Association shall be paid, satisfied and liquidated.

(b) The remaining assets shall be transferred to the Borough of Avalon with the specific provision that their use be restricted to the beautification of the Borough of Avalon.

Article XX - RULES OF ORDER

The most recent edition of “Roberts Rules of Order” shall constitute the parliamentary authority for all matters not covered in these bylaws.