Bylaws

FRIENDS OF WEST WINDSOR OPEN SPACE, INC

These bylaws are formulated in accordance with the Certificate of Incorporation filed by Friends of West Windsor Open Space, Inc. with the Secretary of State of the State of New Jersey, January 25, 1996.

ARTICLE I – Registered Office

The address of the registered office of the Corporation shall be that of the current secretary of the Corporation, or an alternative as may be determined from time to time by the Board of Trustees.

ARTICLE II – Membership

Section 1: Qualifications. A member of the Corporation may be any person who indicates a desire to support its purposes and who pays the annual dues in the amount prescribed by the Board of Trustees.

Section 2: Dues. Dues shall be in the amounts prescribed by the Board of Trustees for membership categories specified by the Board of Trustees. Dues shall be payable annually. Dues notices shall be mailed to the members on or before February 1 of each year.

Section 3: Privileges and Duties. Members of the Corporation shall have all the privileges and duties defined herein. In particular, all members in good standing have the right to vote at the annual meeting of the members and at special meetings of the members.

Section 4: Members in Good Standing. For the purposes of these bylaws, a member in good standing is one who has paid his or her current annual dues.

Section 5: Honorary Membership. Under special circumstances, the Board of Trustees may vote by simple majority to confer honorary membership on certain individuals for outstanding contributions to the work of the Corporation or for other good cause. Honorary membership shall be nonvoting and free of the dues payment obligation.

ARTICLE III – Meetings of the Members

Section 1: Annual Meeting. The annual meeting of the members shall take place during February at such place and time in West Windsor Township as the Board of Trustees shall select. Written notice of the annual meeting shall be sent to each member in good standing at least two weeks prior to the meeting.

Section 2. Business of the Annual Meeting. The business of the annual meeting shall include the election of officers and trustees, as well as any other business that may be brought before the meeting by the membership in attendance.

Section 3: Special Meetings. Special meetings of the members in good standing may be called by the Board of Trustees or by written request to the Board of Trustees from at least ten members in good standing. The purpose of the special meeting must be specified in writing by the Board of Trustees or by the requesting members. At least ten days written notice must be given to the membership at large prior to the special meeting, and action at the special meeting must be confined to the specific issues stated in the written notice. Such notice shall either be sent to the membership or published in The Trenton Times and the Princeton Packet newspapers. All members in good standing in attendance may vote on all matters that come before the special meeting.

Section 4: Quorum. At any annual or special meeting of the members, a quorum to do business shall be those members in good standing present, provided that a quorum of trustees is also present (see Article V, Section 3.). A majority vote of those present or represented by written proxy shall be sufficient for action on business unless state law requires a two-thirds majority.

ARTICLE IV – The Board of Trustees

Section 1: Number of Trustees. There shall be fifteen seats on the Board of Trustees.

Section 2: Terms of Trustees. The term of each trustee shall be a period of three years. Five trustees shall be elected for each sequential three-year period. Trustees’ terms shall begin on the first day of March of each year and expire on the last day of February of each year.

Section 3: Candidates for Trustee. The names of candidates for the position of trustee shall be presented to the annual meeting by the Nominating Committee. Candidates may be chosen by the Nominating Committee itself or may be proposed by the membership at large, in which case the candidate’s name must be submitted to the Nominating Committee over the signatures of at least five members in good standing at least three weeks prior to the date of the annual meeting. The names of all candidates proposed for the position of trustee must be included in the notice of the annual meeting.

Section 4: Election of Trustees. Trustees shall be elected at each annual meeting to succeed those trustees whose terms expire at the end of the current membership year. Election shall be by majority vote of those members in good standing present, including trustees. Vacancies on the Board of Trustees may also be filled at this time. Trustees may be reelected for additional terms. There shall be no limit on the number of terms served by any trustee.

Section 5: Attendance. To retain the position of trustee, each trustee shall be required to attend at least one-half of the meetings of the Board of Trustees scheduled in each membership year. An exception may be made at the request of a trustee who wishes to be excused from this requirement due to illness, family obligation, extended travel, or other extenuating circumstance, if such exception is approved by majority vote of the other trustees in office at the time the request is made.

Section 6: Vacancies. Any vacancy on the Board of Trustees may be filled by majority vote of the trustees remaining in office after the vacancy occurs or at such later time as the board may choose. Candidates to fill vacancies shall be proposed by the Nominating Committee. Trustees chosen to fill a vacancy shall serve for the time remaining in the position vacated.

ARTICLE V – Meetings of the Board of Trustees

Section 1: Place of Meeting. Meetings of the Board of Trustees shall be held at the locations specified in the meeting notices.

Section 2: Regular Meetings. Regular meetings of the Board of Trustees shall be held at least once a month at the call of the president or first vice president. Regular meetings may be held more frequently at the discretion of the Board of Trustees. The date of any meeting may be postponed from its regularly scheduled date by written notice to each trustee of such change no less than five days prior to the original date. If the new date is before the original date, the notice must be sent five days before the new date.

Section 3: Quorum. One-third of the trustees in office shall constitute a quorum for the transaction of business at any meeting of the Board of Trustees. A majority vote of the trustees present shall be sufficient for decision making at the meeting.

Section 4: Notice of Meeting. To be an official meeting of the Board of Trustees, notice in writing must be sent to all trustees at least three days prior to the date of the meeting. The notice must specify the date, time, place, and anticipated agenda.

ARTICLE VI – Officers

Section 1: Titles. The officers of the Corporation shall be president, first vice president, second vice president, secretary, assistant secretary, treasurer, and assistant treasurer. Officers must be members of the Board of Trustees. Officers shall be elected at the first regular meeting of the Board of Trustees in each membership year. Each officer shall serve for a one-year term and may be re-elected for additional one-year terms.

Section 2: Vacancies. Any officer vacancy may be filled by majority vote of the Board of Trustees in office at any meeting of the Board of Trustees. Any officer may be removed at any regular meeting with cause by majority vote of the Board of Trustees.

Section 3: Duties. The officers of the Corporation shall perform those duties customarily performed by such officers.

Section 4: Reports. The treasurer shall prepare and distribute to the Board of Trustees a written report on the financial condition of the Corporation once per month throughout the fiscal year. The secretary shall provide a verbal or written report to the Board of Trustees on the status of the membership once per month throughout the membership year.

ARTICLE VII – Committees

The president, with the approval by majority vote of the Board of Trustees, may appoint committees with such powers and duties as he or she shall deem necessary from time to time.

ARTICLE VIII – Legal Counsel

The president, with the approval of a majority vote of the Board of Trustees, may appoint legal counsel to provide legal representation and advice for the Corporation for a period of one year. Such appointment shall be renewable at each annual meeting.

ARTICLE IX – Checks

All checks, notes, or financial agreements of the Corporation must be signed by at least two of the following officers: treasurer, assistant treasurer, president, or secretary.

ARTICLE X – Use of Corporate Funds

No part of the funds of the Corporation shall inure to the benefit of any individual, nor shall the Corporation attempt in any manner to influence legislation. Said funds shall be used exclusively for the purposes of the Corporation as set forth in Article 2 of the Certificate of Incorporation.

ARTICLE XI – Dissolution

Upon dissolution of the Corporation, all its assets shall be distributed as provided in Article 11 of the Certificate of Incorporation.

ARTICLE XII – Fiscal Year

The fiscal year of the Corporation shall be from January 1 through December 31.

ARTICLE XIII – Membership Year

The membership year of the Corporation shall be from the first day of March through the last day of February. The membership year shall apply for matters related to terms of trustees and officers and the setting of the annual meeting.

ARTICLE XIV – Notification Terminology

For the purposes of communication specified in these bylaws, the terms “written notice,” “send,” “sent,” or “mail” shall be understood to mean via postal mail, facsimile, or electronic mail.

ARTICLE XV – Changes in Bylaws

These bylaws may be changed or amended by a majority vote of the whole Board of Trustees at any regular meeting, provided that notice of the proposed changes has been sent to each trustee at least ten days prior to the meeting.