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Bylaws Highlands Business Partnership, Inc., District Management Corp.

Adopted December, 2010 Borough of Highlands, Monmouth County, New Jersey Business Improvement District (BID)

ARTICLE I

1.01 OFFICES.
The principal office of the corporation shall be located at such location or locations in the Borough of Highlands, New Jersey, or the Bayshore Region, as the Board of Directors may hereafter designate.

1.02 NAME.

( a ) Highlands Business Improvement District (BID) or sometimes called Special Improvement District (SID) shall also be known as the Highlands Business Partnership, Inc.

ARTICLE II

2.01 PURPOSE.
The corporation shall:

( a ) Serve the Business Improvement District, the business community in partnership with the town government to formulate, promote and implement the economic revitalization and general welfare of the Business Improvement District (BID), also called Special Improvement District (SID), shall also be known as Highlands Business Partnership, Inc., in the Borough of Highlands.

( b ) Promote and preserve the cultural, historic, tourist and civic interests of the business improvement district in the Borough of Highlands.

( c ) Mobilize available public and private resources for this purpose;

( d ) Provide a mechanism by which service firms, retail establishments, property owners, employers, citizens and other can cooperate to promote business opportunities, employment, consumer choices, shopper’s facilities, and the general civil interests.

2.02 ORGANIZATIONAL STRUCTURE.

( a ) Description.

Highlands Business Partnership, Inc. shall be composed of:

  • commercial property owners
  • business operators
  • interested residents of the Borough of Highlands
  • interested institutions and corporations located in and around Highlands
  • Officials of the Borough of Highlands.

Highlands Business Improvement District (BID), shall utilize a committee structure to implement its programs thereby involving in the affairs of the Highlands Business Partnership, Inc., (HBP) as many participants as practical.

( b ) Membership

    1. Membership in the Highlands Business Partnership (HBP) is open to all registered commercial property owners and registered business operators in the Borough of Highlands.
    2. Residents, nonresidents and organizations may be affiliated with the Highlands Business Partnership (HBP), but may not attain the status of a voting member, other than as provided for in Section.3.03.

( c ) Eligibility

    1. To participate in the Highlands Business Partnership, Inc., a member must be:
    2. ( 1 ) An owner of registered commercial property Block and Lot, property class 4, which is located within the Borough of Highlands.

      ( 2 ) An operator of a business, located in commercial property, Block and Lot property class 4, in the Borough of Highlands, registered with the Highlands Business Partnership by filing a business operator registration form.

      ( 3 ) A resident of the Borough of Highlands.

      ( 4 ) Institutions and corporations located in and around the Borough of Highlands.

    3. To participate in the annual meetings and to be eligible to vote, a member must:

      ( 1 ) be in good standing - not be delinquent in payments of assessments, taxes and sewer charges to the Borough of Highlands

      ( 2 ) have filed the business operator registration form no later than the date scheduled for the semi-annual meeting.

      ( 3 ) be in business 12 months prior to the semi-annual meeting date.

ARTICLE III

3.01 BOARD OF DIRECTORS.
There shall be ten (10) voting members of the Highlands Business Partnership, Inc., Board of Directors elected from the commercial property owners and business operators of the Borough of Highlands. There shall be one (1) voting-resident of the Borough of Highlands, elected by all commercial property owners and business operators of the Borough of Highlands.

( a ) There shall be appointments by the governing body of the Borough of Highlands of one (1) voting member of the governing body and one (1) voting member of the Highlands Planning Board.

( b ) There shall be two (2) non-voting members of corporations or institutions appointed at the pleasure of the appointing authority, Highlands Business Partnership, Inc. Board of Directors.

There shall be fifteen (15) directors of the corporation (thirteen(2) voting members and two (2) non-voting members), who shall govern the Highlands Business Partnership Inc. in accordance with the bylaws and relevant State and local laws. The policies, activities, and affairs of the corporation shall be determined and managed by the Board of Directors who shall exercise all the powers of the corporation and shall keep full and fair accounts of all its transactions, and formulate and approve the yearly budget of the corporation.

3.02 TERM OF OFFICE.
The (10) ten voting-members of the Board of Directors of Highlands Business Partnership (HBP) shall be divided into three categories for number of years in office. Based on a set number of years for each term of office, the President shall designate the terms for election vacancies to comply with the terms outlined below. The intent is to stagger the terms of office to allow the corporation (Highlands Business Partnership, Inc.) to maintain a board of directors with a working knowledge of the organization, with:

five (5) Directors with two-year terms.
five (5) Directors with three-year terms.

The two-year term of office shall expire at the third succeeding annual meeting.
The third-year term of office shall expire at the fourth succeeding annual meeting.

The fifteen (15) member Highlands Business Partnership, Inc. Board of Directors shall be comprised of the following:

( a ) Ten (10) voting Directors who are Business Improvement District Voters (as defined in Section 3.03 Election of Board of Directors herein);

( b ) One (1) voting member of the governing body selected by the Governing Body.

( c ) One (1) voting member of the Borough of Highlands Planning Board selected by the Governing Body

( d ) One (1) voting resident of the Borough of Highlands who shall not be an owner or occupant of commercial property within the Business Improvement District (BID).

( e) Two (2) non-voting members appointed from corporations and or institutions such as:

Northern Monmouth Chamber of Commerce
Twin Lights State Historic Site
Gateway National Park at Sandy Hook
Jersey Central Power & Light

3.03 ELECTION OF BOARD OF DIRECTORS.

3.03-1 Nomination Process.

( a ) By nomination: A nominating committee, appointed by the Directors or the Interim Committee (for first election of the HBP Board of Directors), shall nominate eligible candidates for the office of Board of Director position vacancies at least 40 days prior to the March annual meeting (for the first election at least 25 days prior to the election).

( b ) Within (10) ten days of the report of the nominating committee, the Board shall report the nominations to the general membership (except for the first year).

3.03-2 Nominations By Petition.

( a ) In February of each year but no less than 20 days prior to the date set for the March annual meeting, the Board of Directors shall report the nominations of the nominating committee to the general membership.

( b ) Thereafter, but no later than 10 days prior to the date set for the March annual meeting, petitions for nomination must be received by the Board containing the names of the additional nominees.

( c ) Each additional nominee must be endorsed with a signed written endorsement of a minimum of eight (8) current eligible members in good standing (see Article II Section 2.02.)

3.03-3 Final Slate of Candidates

( a ) The final slate of all candidates for positions on the Board shall be sent to the general membership no later than ten (10) days prior to the date set for the election.

( b ) The election of the vacant Board of Directors positions shall be held at the March annual meeting by written ballot of those present which may be cast in person, by proxy, or by absentee ballot in accordance with the rules set forth herein.

( c ) The full slate shall be ten (10) Directors comprised of the following categories:

(7) Commercial Property Owners of class 4 Block and Lot

(7) Business Operators who occupy class 4 Block and Lot

( d ) Terms of office will be designated by the Interim Committee for the first election and hereafter for three-year terms of office.

3.03-4 Eligibility/Running for Office Membership Category

( a ) A member running for position of Board of Director shall select his /her category of membership:

Commercial Property Owner
Business Operator
Resident

( b ) A member may vote for all members of the Board of Directors on one ballot.

3.03-5 Absentee Ballots

( a ) Eligible members may vote by absentee ballot upon the filing of an application (prepared by the Highland Business Partnership),

( b ) Voting by absentee ballot will be essentially the same form and pursuant to the same conditions, as required to vote as an absentee in any general election in the County of Monmouth.

( c ) Application for absentee ballot may be obtained from the Board of Directors through the Office of HBP Staff by written request of the applicant or upon personal appearance of the applicant at the office of Highlands Business Partnership.

3.03-6 Election Participation

Casting of Ballots Shall Be Open To:

( a ) All owners of class 4 Block and Lot property as shown on the Property Tax records of the Borough of Highlands as cited in the ordinance establishing the Business Improvement District adopted on 5 May 1999; Revised 2011to include missing properties.

( 1 ) All registered commercial property owners shall receive a ballot for each separate taxable property (Block and Lot) owned.

( 2 ) In the event an entity owns both an assessed property and operates a business out of said property, such entity shall have two votes. There shall be a maximum of (3) three ballots per class 4 Block and Lot, commercial assessed property.

( b ) All registered business operators of the Borough of Highlands

( 1 ) A business operator shall receive a ballot for each separate and distinct business operation provided:

( i ) located in class 4 commercial Block and Lot;
( ii ) has been operating for 12 consecutive months
prior to the Annual Meeting of the Board of Directors;
( iii ) has filed a business operator registration form;
( iv ) the business occupying a Block and Lot shall not exceed the maximum of three ballots per Block and Lot provided by these bylaws set forth herein.

( c ) Resident member of the Partnership

Shall live in town a minimum of (3) three years and be current in their taxes, and sewer accounts with the Borough of Highlands.

3.03-7 Method of Election
All elections shall be conducted by secret paper ballot and the recipient of the highest amount of votes for each position to be filled shall be deemed the winner. In the event of a tie, there shall be a run-off election held in the same manner as heretofore set forth.

3.03-8 Proxy Voting Rights.
The power to exercise proxy voting rights shall include a space for the designation of a person to act as an agent for the absentee member to vote at the annual meetings on items not listed on the ballot.

( a ) One properly executed Proxy Voting Right Form is required for each registered commercial property owner (in order to ascertain who has the authority to vote on issues concerning the Highlands Business Partnership District Management Corporation). It is necessary for properties owned by a corporation or partnership or with ownership other than an individual to designate those individuals who have voting rights.

( b ) One properly executed Proxy Voting Right Form is required for each registered business operator.

( c ) One properly executed Proxy Voting Right Form is required for the registered resident.

( d ) There shall be (2) two options in the appointment of proxies to exercise your voting rights for the Highlands Business Partnership Management Corporation:

i. Option:
Appoint Highlands Borough Clerk or Deputy Borough Clerk as Proxies, each with the power to appoint a substitute, and authorizes them to represent you and to vote at the Annual Meeting.

ii. Option:
Authorize the party of your choice to vote on all business being conducted at the Annual Meeting.

( e ) Designated Proxies have the ability to vote using their discretion to vote upon business as may properly come before the Annual Meeting.

( f ) Upon receiving the Proxy Voting Rights Form with no designation of Option ii, automatically chooses Option i.

3.03-9 Election Supervision.
All elections can be supervised by the Borough of Highlands and an appropriate outside organizatio if the Board deems necessary.

3.03-10 Annual Election Date, Time, Place, Notice.
The annual election of the Directors shall be held in the month of March of each year.

( a ) The date, time and place of the election of Directors shall be determined by the Board of Directors at the Annual Meeting of Directors and;

( b ) Shall be published once, three weeks prior, in a newspaper of general circulation in the Borough of Highlands.

( c ) Such publication requirement shall be completed no later than ten (10) days prior to the scheduled annual election of Directors.

3.03-11 Term of Office.

Board of Directors shall be elected for a term of three (3) years, after the initial election with designated staggered terms of office.

3.04 Removal of Elected Directors.

( a ) At any meeting of the Directors, duly called and at which a quorum is present, the Directors may, by a majority vote of the entire Board, may remove for cause any Director from office and elect a successor to serve for the balance of the term of such removed Director.

( b ) A Director shall be removed from office when that Director is absent without just cause for three (3) consecutive regular meetings or,

( c ) Has failed to attend at least seventy-five (75) percent of the regularly scheduled meetings of the Board during a one year period.

( d ) Fails to diligently perform assigned duties; or

( e ) Acts in such a manner as to discredit the reputation or seriously encumber the purposes, goals or operation of the Highlands Business Partnership (HBP).

(f ) Vacancies occurring in the Board of Directors for any reason may be filled by a vote of majority of the Board of Directors then in office. A Director elected to fill a vacancy shall be elected to hold office for the remaining term of office of his or her predecessor.

(g ) Prior to removal, the chairperson shall notify the affected member of the pending action at the regular or special meeting at which the action will be taken. The member shall have the right to be present at this meeting and provide additional information and testimony on the member’s behalf.

( h ) A vote for removal must be adopted by 2/3rds (two-thirds) of the Board of Directors in attendance at the meeting.

3.05 Meetings.
The Annual Meeting of the Board of Directors shall be held in March of each year. The Secretary shall cause to be mailed to each Director at his or her address a notice stating the time and place of the Annual Meeting.

( a ) Regular meetings of the Board of Directors shall be held at least four (4) times per year, including the annual meeting in March.

( b ) The other three meeting dates shall be established by the Board of Directors at the March Annual Meeting.

( c ) Meetings shall be held at locations and at times chosen by the Directors at the March Annual Meeting, no additional notice of place, day and hour of regularly scheduled meetings need be given to any Director.

( d ) At the initial meeting of the Board of Directors officers shall be elected to serve until the second March Annual Meeting of the Board of Directors.

( e ) Officers elected at the respective initial meeting or March Annual Meeting shall take office effective immediately upon election.

( f ) Special meetings may be called by the President or a majority vote of the Board of Directors, which need not be open to the public.

( g ) Notice of the place, day and hour of such special meetings shall be given to each member of the Board of Directors at least twenty-four (24) hours before the meeting, by delivery the same to him or her personally, or by delivering the same at his or her residence or usual place of business, or by contacting him or her by telephone or fax.

( h ) Any notice of a special meeting shall state the business to be transacted.

Notwithstanding any other provision of these bylaws, all notices and other requirements of the New Jersey Open Public Meeting Act (the Sunshine Law) shall be compiled with to the extent such Act applies.

3.06 Quorum.
At the meetings of the Board of Directors a quorum of 50% plus one of the fully constituted Board, excluding vacancies, is required to conduct business.

( a ) Ratification of actions when no quorum is present:
When a quorum is not present at any meeting of the Board of Directors, formal actions or official votes may be taken and ratified within ten (10) days by a majority of 50% +1 of the voting members of the Board required to make a quorum.

( b ) Such ratification may be made by telephone inquiry by the HBP Manager to the absent voting members confirmed by fax or written confirmation which shall be filed with the minutes.

3.07 Compensation.
Directors shall not receive any compensation for their services as such but, by resolution of the Board of Directors, individual Directors may be reimbursed for actual expenditures which they may incur while performing Highlands Business Partnership (HBP) business.

ARTICLE IV

4.01 Committees Generally.
By resolution adopted by a majority vote of the Board of Directors, the Board of Directors may provide for such standing or special committees with such powers and duties as it deems desirable and may discontinue the same at its pleasure.

( a ) The members of all such committees shall be appointed and the committee chairperson named by the Board of Directors.

( b ) At least one member of each standing or special committee shall be a member of the Board of Directors; the remaining members of such committees may, but need not, be members of the Board of Directors.

( c ) Each committee shall keep full and fair accounts of its transactions and accurate minutes of all meetings.

( d ) Vacancies on any committee shall be filled by the Board of Directors.

4.02 Committee Reports.
All recommendations by a committee shall be reported in writing to the Board of Directors.

4.03 Meetings of Committees.
Each committee shall meet at the call of the chairperson of the committee or any two members of the committee.

4.04 Participation in Committee.
In selecting members of committees, the Board of Directors shall encourage widespread participation of members of the business community within the Borough of Highlands and others concerned about the purposes of the Business Improvement District (BID).

( a ) From time to time, special committees may be named to advise the Board of Directors on issues on which additional perspective may be required.

( b ) Public meetings may be held to solicit advice from those concerned about the economic well being of the Borough of Highlands Business Partnership (HBP).

ARTICLE V

5.01 Executive Officers and Committee.
By a majority vote of the full membership of the Board of Directors at the March Annual Meeting, the Board of Directors shall elect a President, a Vice President, a Treasurer, and a Secretary from among the Board of Directors to serve for one-year terms.

( a ) By a majority vote of the full membership of the Board of Directors, the Board shall appoint other subordinate officers as it may desire either from within or without its membership, also to serve for one-year terms.

( b ) Any two or more of the above mentioned officers, except those of President and Secretary may be held by the same person provided that no officer shall execute, acknowledge, or verify any instrument in more than one capacity.

5.02 President and Vice President of the Board of Directors.
The President shall preside at all meetings of the Board of Directors, at which he or she shall be present. He or she shall have and may exercise such powers as are from time to time assigned to him or her by the Board of Directors.

( a ) The Vice President, at the request of the President or in his or her absence, or during his or her inability to act, shall perform the duties and exercise the functions of the President, and when so acting shall have the powers of the President. The Vice President shall have such other duties as may be assigned to him or her by the President.

( b ) The President shall have general charge and supervision of the activities and affairs of the corporation; when authorized by the Board of Directors. He or she may sign and execute in the name of the corporation all authorized instruments, except in cases in which the signing and execution thereof shall have been expressly delegated by resolution of the Board to some other officer or agent of the corporation.

5.03 Chief Executive Officer.The President shall be the Chief Executive Officer of the corporation. He or she shall perform all duties incident to the office of a chief executive of a corporation and such other duties as, from time to time, may be assigned to him or her by the Board of Directors.

5.04 Secretary.
The Secretary shall keep the minutes of the meetings of the Board of Directors in books provided for the purpose.

( a ) He or she shall see that all notices are duly given in accordance with the provisions of the bylaws or as required by law;

( b ) He or she shall be the custodian of the records of the corporation;

( c ) He or she shall see that the corporate seal is affixed to all documents which require said seal and which he or she has been authorized to execute on behalf of the corporation and when so affixing may attest to the same; and,

( d ) In general, he or she shall perform all duties, as from time to time, may be assigned to him or to her by the Board of Directors or the President.

5.05 Treasurer.
The Treasurer shall have charge of and be responsible for all funds, securities, receipts, and disbursements of the corporation,

( a ) Shall deposit or cause to be deposited in the name of the corporation all monies and other valuable effects in such bank or other depositories as shall, from time to time, be selected by the Board of Directors.

( b ) Whenever requested, he or she shall provide an account of the financial condition of the corporation, and in general, shall perform all duties incident to the office of a treasurer of a corporation.

( c ) Such other duties as may be assigned to him or to her by the Board of Directors or the President.

5.06 Subordinate Officers.
The Board of Directors may from time to time appoint such subordinate officers, as it may deem desirable. Each such officer shall perform such duties as the Board of Directors or the President may prescribe.

5.07 Personnel
The Board of Directors may hire and/or retain an administrator, manager, staff and or consultants as necessary to achieve the purposes of the Highlands Business Partnership (HBP).

ARTICLE VI

6.01 Checks, Drafts, Etc.
All checks, drafts and orders for the payment of money, notes and other evidence of indebtedness, issued in the name of the corporation, shall be signed by two officers for amounts over $300 in value.

( a ) As provided by resolution of the Board of Directors, all checks, drafts and orders for the payment of money, notes and other evidence of indebtedness, issued in the name of the corporation shall be signed by designated Officers and/or Directors as provided in each respective resolution.

6.02 Annual Reports.
There shall be prepared annually a full and correct statement of the affairs of the corporation, including a balance sheet and statement of operations for the preceding fiscal year audited and certified by an independent Certified Public Accountant.

( a ) Which shall be submitted at the regular meeting of the Board of Directors and filed immediately thereafter at the principal office of the corporation.

( b ) Such statement shall be prepared by the Board of Directors or such other Executive Officer of the corporation as may be designated by the Board of Directors.

( c ) Within thirty (30) days after the close of each fiscal year, there shall be filed with the Mayor and Clerk of the Borough of Highlands an annual written report for the preceding fiscal year.

6.03 Fiscal Year.
The fiscal year of the corporation shall be the year ending December 31st, unless otherwise provided by the Board of Directors, by resolution.

6.04 Dissolution.
Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501 ( c ) ( 3 ) code,

( a ) or the corresponding section of any future federal tax code,

( b ) or shall be distributed to the federal government,

( c ) or to a state or local government, for a public purpose designated by the HBP corporation.

( d ) Any such assets not so disposed of shall be disposed of by a Court of competent jurisdiction of the country in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE VII

7.01 Seal.
The Board of Directors shall provide a suitable seal, bearing the name of the corporation, which shall be in the custody and charge of the Secretary.

7.02 Bonds.
The Board of Directors may require any officer, agent or employee of the corporation to give a bond to the corporation conditioned upon the faithful discharge of his or her duties with one or more sureties and in such amount as may be satisfactory to the Board of Directors.

7.03 Amendments to the Bylaws.
A motion to amend, alter, repeal, or enact a new bylaw may be introduced, considered and discussed, but not voted on, at any meeting of the Board of Directors, provided that:

( a ) at least ten (10) days prior to such meeting a full written statement of the exact language of the motion and,

( b ) the time, place and date of the meeting when the motions will be introduced and,

( c ) has been forwarded to every member of the Board of Directors by certified mail or in person,

( d ) Provided the above said motion is duly seconded, the President shall fix and announce a subsequent meeting date within a reasonable number of days when the motion shall be brought to a vote.

( e ) An affirmative vote of a majority of the entire Board of Directors shall be required to carry said motion.

( f ) The procedures and notice of requirements of this section shall apply irrespective of any contrary provisions which may be contained in these Bylaws.

ARTICLE VIII

8.01 Indemnification.
Indemnification of any person who is a director, officer, employee or corporate agent of the corporation shall be provided to the fullest extent permitted N. J. S. A. 15A: 3-4 or any other applicable provision of law. Finalized at the June 29, 1999 meeting of the Highlands BID Interim Committee by unanimous vote of ten members in attendance and four members absent.

Adopted at the July 13, 1999 meeting of the Highlands BID Interim Committee by unanimous vote of eleven (11) members in attendance and three members absent.