A Chapter of the National Rehabiliation Association
Reviewed and Approved by the Board of Directors 11/04/09
Reviewed and Approved by the General Membership on 12/04/09
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
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 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
Section 2 Voting privileges shall be restricted to proper dues paying members, due notice having been sent. Written ballot shall be use to cast votes for elected positions of the State.
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 New Jersey Rehabilitation Association Board of Directors.
Section 6 Sufficient and timely notices shall be sent to the membership announcing the Annual Meeting and shall provide detailed 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 twenty-five (25) members.
ARTICLE V - OFFICERS
Section 1 Officers
There shall be five (5) officers of the New Jersey Rehabilitation Association: 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 election.
Section 2 Duties and Obligations
A. President; The term of office of President shall be for one year commencing on January 1st, following election. The duties of the President shall include:
1. Presiding over the Board of Directors, Executive Committee, and all membership meetings.
2. Becoming acquainted with the function of the State as an administrative unit of the NRA, Inc. and directing operations to fulfill the obligations.
3. Maintaining liaison with the National office and Regional Board as well as with the State Divisional components.
4. Performing such other duties and exercising such prudent leadership and authority as is ordinarily incident to this office.
5. Recommending to the Executive Committee and to the Board of Directors such actions as may be deemed necessary and proper.
6. Ex-officio membership on all committees of the Board.
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 the
latter’s 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.
2. Be responsible for the custody of all books pertaining to the Office of the Secretary.
3. Functions as chairperson of the Public Relations/Newsletter/Website Committee.
4. Prepare correspondence and reports requested by the Board of Directors, Executive Committee, the President, or President-Elect.
D. Treasurer; The Treasurer shall be responsible for maintaining and safeguarding all funds and property of the
1. Arrange for bank deposits of all monies in the name of the
made in an account that offers arrangements which are
satisfactory to the needs of the State. Two signatures are
required for all checks drawn on the account
2. Prepare all reports requested by the Board of Directors,
Executive Committee, or President and submit them routinely at
3. If requested by the State Board, arrange for the books,
vouchers, and all records to be audited within 60 days following
close of the fiscal year by an Auditing Committee approved by
4. Turn over to the new Treasurer all financial records within 30
days following the end of the fiscal year.
ARTICLE VI – BOARD OF DIRECTORS
Section 1 Composition of the Board
There should 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.
Section 2 Nomination and Election of Board of Directors
A. There will be a Nominations Committee, chaired by the Immediate Past President of the New Jersey Chapter. The Nominating Committee shall nominate one or more members for each office and Board position which is elective and will become vacant on December 31st of that year. Announcements of nominees for Board vacancies and voting ballots will be sent to the membership individually, of which returned ballots must be received by mail according to the written deadline specified in the ballot by the nominating committee. If an elective position is not sought after by any nominee, the responsibility will fall to the State Board to nominate. The Nominations Committee will have the responsibility of selecting four (4) final candidates, if more than four (4) candidates are being considered for any one position. The selection will follow the NRA Nominations Criteria for Limited Selection.
B. Election of officers and Members-at-Large shall be by majority vote of the general membership voting.
C. All elected officers shall assume their duties as members of the Board of Directors without further election.
Section 3 Terms of Office
A. Officers and representatives shall serve for the respective terms of office:
1. Elected officers of NJRA shall serve a term of office for one (1) year.
2. Secretary and Treasurer of NJRA shall serve a term of office of two (2) years.
3. Members-at-Large shall serve for a term of two (2) years. Terms of office shall be staggered so that no more than one-half (3) of the Members-at-Large shall be elected in each year.
4. The length of term of office for an Affiliate and/or Division representative to the State Board shall be determined by the Affiliate and/or Division represented.
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 – amended by general membership 12/2/05) 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 superseded any vote of the membership at any meeting.
B. Fix the date, hour and place of the Annual Meeting and any other special meetings.
C. Conduct the affairs of the State 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 carry out obligations to the membership.
Section 7 Meetings of the Board
A. The Board of Directors shall conduct a regular meeting at least quarterly.
B. A special meeting of the Board may be called by the 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.
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 the State.
Section 3 Meetings
The Executive Committee shall meet as necessary between meetings of the Board of Directors at the discretion of the President. If possible, fourteen 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:
H. Public Relations/Newsletter
Section 2 Ad Hoc Committee
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 Board members.
Section 4 Duration of Appointment
All appointments shall be for one calendar year. Chairpersons may be reappointed annually. Except in unusual circumstances, chairpersons shall not serve for more than four terms.
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. 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. Any nominations to the State Nominating Committee may be submitted to the Northeast Regional Rehabilitation Association for consideration of the regional awards. Limiting the number of awards shall be the responsibility of the Board of Directors.
B. By-laws: Studies the By-laws for adequacy and possible revisions made necessary by changes in the Constitution and By-laws of the NRA, Inc. Makes proposals on its own motion and considers suggestions received from members. All recommendations shall be made in accord with the Amendment provisions in Article XXIII of these By-laws and any subsequent amendments thereto.
C. Program: Responsible for planning and conducting the Annual 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.
D. Membership: Promotes and conducts membership development in the State.
E. Nominating: Presents, through the mail, for election by the membership, the slate of nominees for Officers and Members-at-Large. Supervises the process of conducting elections in accord with any guidelines contained herein and with policies established by the Board of Directors. The Immediate Past President of the NJRA shall chair this committee.
F. Financing/Fundraising: Responsible for developing and implementing an annual action plan to generate income.
G. 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.
H. Public Relations/Newsletter/Website: Responsible for conveying to the membership and general public information consistent with the aims and objectives as set forth in Article III. Responsible for editing and distributing the quarterly NJRA newsletter. The Secretary will serve as Chairperson of this committee.
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 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 of the members present, provided that:
A. The intent to amend these Bylaws has been contained in the notice of the meeting having been submitted at least 30 days prior to; and
B. The proposed amendment(s) has been submitted to the Board for consideration, recommendation, and approval.
The Bylaws of the New Jersey Rehabilitation Association are amended to add the following Articles:
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.
Duly adopted at a Membership Meeting held on August 8, 1995
Sue Reinfield Secretary
CONFLICT OF INTEREST POLICY
The purpose of the conflict of interest policy is to protect New Jersey Rehabilitation Association’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.
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.
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.
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 board’s 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.
a. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization 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 Organization for services is precluded from voting on matters pertaining to that member’s compensation.
c. Nominating 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.
Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
a. Has received a copy of the conflicts of interest policy,
b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. 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.
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:
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.
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 XIV duly adopted at a Membership Meeting held on December 4, 2009
William F. Green
ByLaws Originally Submitted and Adopted 12/05/91
Bylaws Committee: Peggy Himsl
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