New Jersey Rehabilitation Association

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NJRA By-Laws

New Jersey Rehabiliation Association
A Chapter of the National Rehabiliation Association

BY-LAWS

Reviewed and Approved by the Board of Directors 03/14/17

Reviewed and Approved by the General Membership on 03/28/17

 

ARTICLE I - NAME

 

The name of this organization shall be the New Jersey Rehabilitation Association, Inc., heretofore referred to as NJRA. 

 

ARTICLE II - AREA COVERED

 

The area covered by this chapter shall be the geographical boundaries of the State of New Jersey.

 

 

ARTICLE III ? PURPOSE

 

The purpose of this organization shall be in accordance with the ?Purpose? as defined in Article II of the Constitution of the National Rehabilitation Association, Inc. (heretofore referred to as NRA), namely, to advance rehabilitation of all persons with disabilities by:

 

Article II ? Purpose

 

1.               The National Rehabilitation Association is a member organization whose mission is to provide ethical and excellent practice in rehabilitation.

2.               In order to reach the stated mission the National Rehabilitation Association will adhere to the following values:

a.      All People

b.     Professionals in Rehabilitation

c.      Visionary Leadership

d.     Responsible Resource Management

e.      Advocacy

f.      Personal and Professional Enrichment

g.     Relationships built on trust and integrity

 

ARTICLE IV - MEMBERSHIP

 

Section 1               Membership shall be available to all persons or organizations interested in the rehabilitation of persons with disabilities residing or employed in New Jersey and maintaining current paid-up dues in NRA.  Individuals or organizations not holding current membership may become members by joining NRA.  No member of NJRA shall be denied membership because of race, creed, national origin, sex, age, sexual orientation or disability.

 

Section 2               Voting privileges shall be restricted to proper dues paying members.

 

Section 3               There shall be no dues in connection with membership in the New Jersey Chapter of NRA, Inc.

 

Section 4               The membership year and the fiscal year of the NJRA will be the same as that of the NRA.

 

Section 5               There shall be an annual meeting of the membership at a time and place to be approved by the NJRA board of directors.  On occasion, based on circumstances, the annual meeting may have to be postponed for the following year.  This will require a vote by the NJRA board of directors.  

 

Section 6               Sufficient and timely notices shall be sent to the membership announcing the ?Annual Meeting? and shall provide program and reservation information.

 

Section 7               Additional membership meetings may be called at the discretion of the board of directors, or at the written request to the President by five (5) members.  

 

Section 8               The will also be an annual meeting of the executive board which will serve the purpose to organize activities for the year ahead.  The annual meeting of the executive board may be a part of the open annual membership meeting or it may be a separate meeting. 

 

 

ARTICLE V - OFFICERS

 

Section 1               Officers          

 

There shall be five (5) officers of NJRA:  One President, one President-Elect, one Secretary, one Treasurer, and one Immediate Past President.  The term of office for officers shall for one (1) year commencing on January 1st, following elections.

 

Section 2               Duties and Obligations

A.    President; The term of office of President shall be for one year commencing on January 1st, following election.

 

1.     Preside over the board of directors, executive committee, and all membership meetings.

 

2.     Become acquainted with the function of NJRA as an administrative unit of the NRA, Inc. and directing operations to fulfill the obligations. 

 

3.     Perform such other duties and exercising such prudent leadership and authority as is ordinarily incidental to this office.

 

4.     Recommend to the executive committee and to board of directors such actions as may be deemed necessary and proper. 

 

5.     Ex-officio membership on all committees of the Board. 

 

6.     Prepare annual report for NJRA.

 

7.     Distribute and review by-law sections which note conflict of interest policy at the beginning of a board member?s term.  Board members must sign a document that they have received and reviewed by-laws.

 

8.     Work with the treasurer to complete all annual tax reporting duties of the organization.

 

9.     Keep detailed record of board members? contact information which includes: mailing address, phone number and email addresses.     

 

 

B.    President-Elect; Duties of the President-Elect shall include:

 

1.     Ex-officio membership on all committees. 

 

2. All of the powers and functions of the President during their

     absence or inability to act, or in the event the office of 

     the President shall become vacant.

 

                                                 3. Such other duties as the board of directors may determine.

 

C.    Secretary; Duties of the Secretary shall include:

 

1.     Record minutes for all meetings of the membership, the board of directors, and the executive committee.  E-mail meeting minutes to Board Members. 

 

2.     Assist president in completing the NRA annual report.

 

3.     Track and record NJRA correspondence.

 

4.     Document and update board members? contact information which includes: mailing addresses, phone numbers, and e-mail addresses.     

 

5.     Keep track of Officers and Board Members Terms. 

 

6.     Assist the organization with other administrative duties as assigned.  

 

 

D.    Treasurer; The Treasurer shall be responsible to maintain and safeguard all funds and property of the New Jersey Chapter of National Rehabilitation Association and shall:

 

     1.  Deposit of all monies into an account named:

?New Jersey Rehabilitation Association?. All monies must be deposited into this account. Account must provide arrangements satisfactory to the needs of NJRA.

 

2.  Prepare all reports requested by the Board of Directors, 

Executive Committee, or President and submit them routinely at called meetings.  All reports will include attached bank statements. 

 

3.  Upon request of the NJRA board, all financial records (i.e.:        bank statements, bank receipts, and checkbook)

shall be submitted to the NJRA Executive Board for review and   audit within 15 days of the requested date.  

 

4.  Submit all financial records to the new treasurer within 30 days following the end of the term. 

 

5. Work with NJRA President to complete all annual tax reporting       duties of the organization. 

 

6. Must immediately notify president of address change.  

 

ARTICLE VI - BOARD OF DIRECTORS

 

Section 1         Composition of the Board

 

                        There shall be a Board of Directors composed as follows:

 

A.    The elected officers of NJRA, namely the President, President-Elect, Secretary, Treasurer and Immediate Past President.

 

                         B. Six Members-at-Large elected by the membership or appointed by the Board.

 

 

Section 2         Nomination and Election of Board of Directors

 

  1. The primary responsibility for nominating new board members shall be with the NJRA Board of Directors. 
  2. When possible nominations will be announced 30 days before the Annual Membership Meeting. 
  3. Elections will take place at the Annual Membership Meeting.
  4. All NJRA will be notified of upcoming election which will take place at the Annual Membership Meeting.
  5. In an emergency, a majority of board members can nominate board officers.

 

  1. The President and President Elect officers of NJRA shall serve a term of office for one (1) year.
  2. Treasurer of NJRA shall serve a term of office of two (2) years. The treasure cannot serve two consecutive terms. There must a two year break from serving in the position. 
  3. Members-at-Large shall serve for a term of two (2) years.  Members-at Large and Secretary in good standing can be re-nominated and serve consecutive additional terms. 

 

 

Section 4         Qualification for Officers and Members-at-Large

 

All members nominated for Board vacancies must be able to provide time, energy, and leadership direction.  They must be current dues paying members of NRA.  They must have a willingness to serve as a Board member.

 

 

Section 5         Board Vacancy

 

If any board member becomes unable to perform assigned duties (is absent from two Board meetings ? or resigns from office, the Board of Directors shall undertake appropriate investigation.  Upon conclusion of such investigation, the board may, by a majority of board members, declare the office to be vacant.  The President, with board approval, may then fill the office for the balance of the elected term.

 

 

Section 6         Responsibilities and Duties of the Board

 

                        The Board of Directors shall have the following powers and responsibilities:

 

A.              General overall supervision of the organization and its affairs including whatever action it deems advisable to promote the purpose of the organization, provided that no action should conflict with or supersede any vote of the membership at any meeting.

 

B.              Schedule date, hour and place of the Annual Meeting and any other special meetings.

 

C.              Conduct the affairs of NJRA consistent with these bylaws and the constitution and bylaws of the NRA, Inc., as well as the policies of NRA.

 

D.              Conduct the affairs of the organization in a constructive manner that will execute obligations to the membership.

 

 

Section 7         Meetings of the Board

 

A.              The board of directors shall conduct a regular meeting at least quarterly. There will be at least one annual in-person meeting. The remainder of the meetings may take place by conference call. 

 

B.              A special meeting of the board may be called by the NJRA President as imperative or by the written request of two Board members.

 

C.              Notice of board meetings shall be given, preferably 30 days prior to the meeting.  Such notice shall indicate the date, time, and place for the meeting as well as the major agenda items to be considered.

 

D.              A quorum shall consist of a majority of the members of the board.

 

 

 

ARTICLE VII - EXECUTIVE COMMITTEE

 

Section 1         Composition

                                   

There shall be an Executive Committee consisting of the elected officers, which are: President, President-elect, Secretary, Treasurer, and immediate Past-President.

 

 

Section 2         Responsibilities

                       

The Executive Committee shall fulfill such functions as delegated to it by the board of directors.  It shall bring to the attention of the Board of Directors items of business imperative for the constructive operations of NJRA.

 

Section 3         Meetings        

 

The executive committee shall meet as necessary between meetings of the board of directors at the discretion of the NJRA president.  If possible, 14 days? notice indicating date, time, place, and items and business shall be given.

 

 

ARTICLE VIII - COMMITTEES

 

Section 1         Standing Committees

 

                        There shall be the following Standing Committees:

 

 

A.              Legislative

B.              Program & Awards

C.              Social Media/Web Pages/Public Relations

D.              Finance

E.               General Membership Assistance

 

 

Section 2         Ad Hoc Committees

 

The President, with the approval of the board of directors, may establish ad hoc committees as may be necessary.

 

Section 3         Appointments

                       

                         Except as otherwise provided in these Bylaws, the President, with the approval of

                         the Board of Directors shall appoint the Chairperson of each committee.

                         Chairpersons must be a Board members.

 

 

Section 4         Duration of Appointment

 

All appointments shall be for one calendar year.  Chairpersons may be reappointed if the majority of the Board agrees to the appointment.

 

 

 

Section 5         Reports

 

Each committee shall be required to present progress reports during the year which shall include any recommendation for further committee action.

 

 

Section 6         Function of Committees

 

 

A.    Legislative:  Gathers information pertinent to the organization and administration of rehabilitation and related programs, public and voluntary; study and analyze proposed rehabilitation legislation and prepare and submit policy recommendations to the Board for consideration.

B.    Program & Awards: Responsible for planning and conducting the Annual Membership Meeting and other special programs as requested by the Board of Directors.  The Annual Membership Meeting is designed to take action on any business that may arise, to plan for future activities, and to announce the election of officers and Board members. Awards:  Presents to the Board of Directors the names of individuals or organizations warranting citation for outstanding services which merits special recognition within the framework of guidelines developed by the committee and approved by the Board of Directors.  Awards shall be in keeping with the guidelines of NRA, Inc.  Limiting the number of awards shall be the responsibility of the board of directors. 

C.    Public Relations/Social Media/Website: Communications to membership and general public via e-mail, social media and NJRA Website. Responsible to convey information consistent with the aims and objectives as set forth in Article III through the use of social media and NJRA Website.  Maintain Website and social media pages. 

D.    Finance: The chairman of the finance committee must be added to the NJRA Bank Account within 30 days of term. Must review bank accounts on a regular basis to ensure no misappropriation of funds.  

E.     General Membership Assistance: will be comprise of volunteer NJRA or NRA members who volunteer to assist the NJRA with on-going activities.  On occasion a potential member may volunteer with activities to explore membership in NRA. 

 

 

ARTICLE IX - PARLIAMENTARY AUTHORITY

 

Any matters not covered by these bylaws shall be handled in accord with the rules contained in ?Roberts Rules of Order?.

 

 

ARTICLE X - PARLIAMENTARIAN

 

A parliamentarian may be appointed by the NJRA president to serve in an advisory capacity on question of parliamentary law and procedure and help to safeguard the rights and privileges of all members equally and impartially.  Such parliamentarian shall be introduced to the assemblage before the business sessions begin.

 

 

 

ARTICLE XI ? AFFILIATION

 

The New Jersey Chapter of the National Rehabilitation Association, Inc. shall comply with all rules, regulations, and provisions of the National Rehabilitation Association, Inc. pertaining to state chapters.

 

 

ARTICLE XII - AMENDMENTS

 

The bylaws may be amended at any regular meeting of the Chapter by a 2/3 vote of the members present, provided that: 

 

A.              The proposed amendment(s) has been submitted to the Board for consideration, recommendation, and approval.

B.              The intent to amend these bylaws has been contained in the notice of the meeting having been submitted at least 2 business days prior to meeting.   

 

 

ARTICLE XIII

 

DISSOLUTION AND DISPOSITION OF ASSETS OF THE CORPORATION

 

Upon the dissolution of the corporation, the board of directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes and shall at the time qualify as an exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the members shall determine.

 

 

ARTICLE XIV

CONFLICT OF INTEREST POLICY AND UNETHICAL OR NON LEGAL ACTIONS

 

Purpose

The purpose of the conflict of interest policy is to protect NJRA?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.

 

 

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:

 

a. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,

 

b. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or

 

c. 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.

 

 

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

 

a. 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.

 

b. 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.

 

c. 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.

 

d. 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

 

a. 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.

 

b. 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 which can include immediate dismissal from the board and possibly legal action involving law enforcement.  

 

5.   Unethical Conduct or Illegal Activities Impacting the Board

 

If a board member has engaged in actions which are either unethical or illegal the NJRA board member may be subject to immediate dismissal from the board and may be subject possibly legal action involving law enforcement.  The NJRA executive board will immediate consult with the National Rehabilitation Association Executive Director when such matters are involved.      

 

Records of Proceedings

 

The minutes of the governing board and all committees with board delegated powers shall contain:

 

a. 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 boards or committee?s decision as to whether a conflict of interest in fact existed.

 

b. 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.

 

 

Compensation

 

a. A voting member of the governing board who receives compensation, directly or indirectly, from the NJRA for services is precluded from voting on matters pertaining to that member?s compensation.

 

b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the NJRA for services is precluded from voting on matters pertaining to that member?s compensation.

 

c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

 

 

 

Use of Outside Experts

 

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, on occasion a periodic reviews may be conducted. The periodic reviews shall, at a minimum, include the following subjects:

 

a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm?s length bargaining.

 

b. 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.

 

When conducting the periodic reviews 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. 

 

 

 

ByLaws Originally Submitted and Adopted 12/05/91

Bylaws Committee:    Peggy Himsl

                                    Rebecca Shulman

 

Bylaws Reviewed and Adopted 12/14/05

Bylaws Committee:    James Fasciani

                                    William F. Green, President

 

Bylaws Reviewed and Adopted 12/04/09

Bylaws Committee:     Lorrie Covolesky

                                     William F. Green

 

Bylaws Reviewed and Adopted 03/14/17

Bylaws Committee:     Janice Oursler

                                     Norma Cordeiro

                                     Nanci Hiller

                                     Ellen Blake

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