KINGSTON GREENWAYS ASSOCIATION,
a New Jersey Non Profit Corporation

BY-LAWS

April 4 1998

Revised October 8 1998

Amended April 15 2004
Amended February 23 2010

ARTICLE 1

Registered Office

The registered office of the Kingston Greenways Association, a New Jersey Non Profit Corporation (the Corporation) shall be at such place as may be determined from time to time by the Board of Trustees.

ARTICLE II
Members

Section 1. Qualifications. Members of the Corporation shall be any persons who indicate a desire to support its purposes and shall pay dues in an amount prescribed by the Board of Trustees from time to time. Dues notices shall be mailed each year during the Spring.

Section 2. Privileges and Duties. Members of the Corporation shall have all the privileges given members herein. In particular, each member in good standing shall have the right to cast one vote at the Annual Meeting of the Members. A Family Membership entitles the family to two votes.

Section 3. “Member in good standing”. For the purposes of these By-laws, a member in good standing shall be a member who has paid his annual dues prior to the date of any meeting of the members.

ARTICLE III
Meeting of Members

Section 1. Annual Meeting. The Annual Meeting of Members shall take place during the month of April or May at such a place in the Kingston region and time as the Board of Trustees or the President shall select. Notice of the Annual Meeting of Members shall be transmitted to all of the Members at least 20 days prior to the meeting.

Section 2. Election of Trustees. At each Annual Meeting of the Members, Trustees shall be elected to succeed those in the class whose terms are expiring. Each member in good standing shall have the right to vote for each position of Trustee which is to be voted on. Each member in good standing shall also have the right to vote on all other matters coming before the meeting. The names of Trustees proposed by the Nominating Committee for election shall be submitted in writing or by email to the Secretary at least five weeks prior to the Annual Meeting, and shall be included by the Secretary of the Corporation in the Notice of the Annual Meeting of Members. Further nominations may be made from the floor at the Annual Meeting.

Section 3. Special Meetings. Special Meetings of the Members may be called by a majority of the Board of Trustees, or shall be called upon the written request of ten members in good standing. At least ten days’ notice shall be given to any Special Meeting, and action at such meeting shall be confined to the objects stated in the call. Each member in good standing shall have the right to vote on each matter coming before a Special Meeting.

Section 4. Quorum. At any Annual or Special Meeting of the Members, a quorum to do business shall be fifteen members or 25% of the membership present or represented by proxy. At any such meeting at which a quorum is present, a majority vote of those present or represented by proxy shall be sufficient for the passage of business, unless State Law requires a two-thirds vote, in which case such proportion shall control. At any such meeting at which a quorum is not present, a vote of the majority of those present may adjourn the meeting to a specific time and place, but no other business shall be transacted.

ARTICLE IV
The Board of Trustees

Section 1. Number of Trustees. The Board of Trustees shall consist of not less than five nor more than fifteen persons, the number to be determined from time to time by a meeting of the Members. Each Trustee shall serve for his term and until his successor has been elected.

Section 2. Classes of Trustees. Beginning with the Annual Meeting of 1998, Trustees shall be classified into three classes evenly divided; Class A being designated for a one-year term ending at the Annual Meeting Of Members in 1999; Class B for a two-year term ending at such Annual Meeting in 2000; and Class C for a three-year term ending at such Annual Meeting in 2001. Commencing with the Annual Meeting in 1999, and thereafter at each Annual Meeting, one class of Trustees shall be elected for a three-year term.

Section 3. Vacancies. Any vacancy occurring in the Board of Trustees may be filled by the vote of a majority of the remaining Trustees in office and present at a duly called meeting of the Board. Board members chosen by the Trustees to fill vacancies serve until the next Annual Meeting.

Section 4. Place of Meeting. Meetings of the Board of Trustees shall be held within the State of New Jersey as may be specified in the notice of such meeting.

Section 5. Regular Meetings. Regular meetings of the Board of Trustees shall be held quarterly on the call of the President or Vice President, except in July or August. The annual organizational meeting of the Board of Trustees shall be held within one month following the Annual Meeting of Members. The date of any meeting may be changed by mailing or emailing to each Trustee written notice of such change no less than ten days before the new meeting is scheduled.

Section 6. Special Meetings. Special Meetings of the Board of Trustees may be called by the President, Vice President, or the Executive Committee at any time, and shall be called by the Secretary whenever directed by the Executive Committee, or whenever requested by a majority of the Trustees either by vote at a meeting, by email, or in writing. Such a request for a Special Meeting presented by a majority of the Board of Trustees shall state the purpose of the proposed meeting.

Section 7. Quorum. One-third of the trustees in office shall constitute a quorum at any meeting of the Board of Trustees, and the vote of the majority of the Trustees present at any meeting at which a quorum is present shall be sufficient for the transaction of any business.

Section 8. Notice of Meeting. Not less than two nor more than twenty days before any meeting of the Board of Trustees, the Secretary shall give a notice in writing or by email to each Trustee, which shall specify the time and place of each meeting.

Section 9. Duties and Authority. The Board of Trustees shall govern and control the affairs of the Corporation and shall enjoy all the power vested in them by law.

ARTICLE V

Officers

Section 1. Appointment and Tenure. The officers of the Corporation shall be a President, at least one Vice President, Secretary, Treasurer, and such other officers as the Board shall appoint from time to time. They may but need not be members of the Board of Trustees and shall be elected by the Board annually to serve for one year and until their successors are elected. Any vacancy in any of said offices shall be filled for the unexpired term thereof by the Board of Trustees. Any officer may be removed at any time with or without cause by a majority of the Board.

Section 2. Duties.

  1. President. The President shall preside at all meetings of the Members and of the Board of Trustees. He shall be the Chief Executive Officer of the Corporation and shall have the general powers and duties usually vested in the office of the President of the Corporation, and such other powers as may be specifically granted from time to time by the Board of Trustees. The President shall be ex officio a voting member of all committees except the Nominating Committee, on which he shall not serve ex officio.
  1. Vice President. The First Vice President shall serve in the place

of the President in the case of absence or disability of the latter, and when so serving, shall have the duties, powers and responsibilities of the President. In the case of absence or disability of the First Vice President, the Second Vice President shall perform the duties of the First Vice President. Each Vice President shall also have such duties, powers and responsibilities as may from time to time be assigned him by the Board or by the President.

  1. Treasurer. The Treasurer shall have the custody of the funds and

securities of the Corporation and shall keep or cause to be kept regular books of account for the Corporation. The Treasurer shall perform such other duties and possess such other powers as are incident to the office or as shall be assigned by the President or the Board. He shall submit a report at each regular meeting of the Board of Trustees.

  1. Secretary. The Secretary shall cause notices of all meetings to be served as prescribed in these By-laws and shall keep or cause to be kept the minutes of all meetings of the Board. The Secretary shall have charge of the Seal of the Corporation and shall perform such other duties as are incident to the office or as shall be assigned by the President or the Board.
  1. Assistant Secretary. The Assistant Secretary shall perform such of

the duties of the Secretary as the latter may assign to him and shall act as Secretary in the absence of the latter.

ARTICLE VI
Committees

Section 1. Executive Committee. The Board may appoint an Executive Committee consisting of the President, two Vice Presidents, Secretary, Treasurer, and such other members of the Board as the Board may determine. The Executive Committee may exercise the powers of the Board of Trustees in the management and affairs of the Corporation in the intervals between meetings of the Board. Four members of the Committee shall constitute a quorum. The President shall be Chairman of the Executive Committee and he or any Vice President may call a meeting of the Committee at any time. The Executive Committee shall report its actions to the Board of Trustees

at the next meeting of the Board following any meeting of the Executive Committee. Any Trustee attending a meeting of the Executive Committee shall be entitled to a vote on any issue coming before that meeting.

Section 2. Other Committees. The President with the approval of the Board of Trustees shall appoint a Nominating Committee, a Membership Committee and such other committees with such powers and duties as the Board shall deem necessary from time to time.

Section 3. Advisors. The Board of Trustees shall appoint advisors on issues of interest to the Corporation as deemed necessary.

ARTICLE VII
Checks

All checks or notes of the Corporation must be signed by not less than two of the officers of the Corporation as may be designated from time to time by the Board of Trustees.

ARTICLE VIII
Use of Corporate Funds

The funds of the Corporation shall be used exclusively for the purposes of the Corporation and in a manner as set forth in the Certificate of Incorporation.

ARTICLE IX

Dissolution

Upon dissolution of the Corporation, all its assets shall be distributed as provided in Schedule A of the Certificate of Incorporation.

ARTICLE X

Fiscal Year

The fiscal year of the Corporation shall be the calendar year.

ARTICLE XI

Changes in the By-laws

These By-laws may be amended by a majority vote of the whole Board of Trustees at any regular or special meeting. Such amendments must be ratified by a meeting of the Members.

ARTICLE XII

General

Whenever in these By-laws the masculine pronoun is used, the same shall be deemed to include the feminine.