Bylaw Amendments: Proposed September 2009

BYLAWSOF THEHAMILTON PARK NEIGHBORHOOD ASSOCIATION, INC.(A New Jersey Nonprofit Corporation)ARTICLE 1 - NAME AND ORGANIZATIONAL DATESection 1.1The name of this corporation is the Hamilton Park Neighborhood Association, Inc (hereinafter the“Corporation”).Section 1.2The Corporation was incorporated under the New Jersey Nonprofit Corporation Act, June of 1987. TheCorporation is the successor of the Hamilton Park Neighborhood Association (the “Association”) anunincorporated membership association formed in January 20, 1975, and succeeded to all its assets andliabilities in June of 1987.ARTICLE II – POWERS AND PURPOSESection 2.1The powers of the Corporation shall be limited to all those allowed to nonprofit Corporations under the NewJersey Nonprofit Corporation Act (the “Act”): including, but not limited to, the following, to wit:a.

To have perpetual duration;b.

To act in its corporate name;c.

To have a corporate seal;d.

To own personal or real property deemed by its Board of Trustees to be necessary or desirable forobtaining the objectives of the Corporation;e.

To dispose of its property, in accordance withStateand Federal law; f.

To make contracts and incur liabilities;g.

To invest and reinvest its assetsh.

To make and laterrevisethese By-Laws, in accordance with Article X

herein, its certificate of incorporation, and the Act;i.

To levy dues on its members; j.

To participate with other persons or other entities in furtherance of its goals;k.

To have and exercise all other powers necessary or convenient to affect any of the purposes for whichthe Corporation is organized.Section 2.2The purpose of the Corporation shall be identical with the purpose of the association, to wit:a.

To promote a cleaner and safer neighborhood;b.

To unite residents in common causes;c.

To cooperate with the city government and other neighborhood associations in promoting neighborhoodrevivald.

To assist in upgrading Hamilton Park and its immediate environs;e.

To facilitate communications of important neighborhood news;f.

To be used as a sounding board for opinions of residents of the area;

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Bylaw Amendments: Proposed September 2009

To act as spokesmen for the local residents at various city meetings;h.

To effectively serve the interests and needs of the peopleof downtown Jersey CitySection 2.3Notwithstanding the generality of the foregoing Section 2.2:a.

No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, itsmembers, trustees, officers, or other persons, except that the Corporation shall be authorized andempowered to pay reasonable compensation for services rendered to the Corporation and to makepayments and distributions in furtherance of the purposes set fort herein;b.

No substantial part of the activities of the Corporation shall be carryingon of propaganda, or otherwiseattempting to influence legislation, and the Corporation shall not participate in, or intervene in(including the publishing or distribution of statements) any political campaign on behalf of anycandidate for public office except as authorized under Internal Revenue Code of 1954, as amended.c.

The Corporation shall not carry on any other activities not permitted to be carried on (a) by aCorporation exempt from Federal income tax under 501(c)(3) of the Internal Revenue Code of 1954, asamended (or the corresponding provision of an

y future United States Internal Revenue law) or (b) under179(c)(2) of the Internal Revenue code of 1954, as amended (or future United States Internal Revenuelaw).d.

The Corporation will make its services and membership open to all applicants who fulfill themembership requirements without regard to race, creed, color, age, gender, sexual preference,ancestry, national origin.

ARTICLE III – REGISTERED OFFICE & AGENTSection 3.1The Corporation shall maintain a registered office and appoint a registered agent, as required by the Act. It willbe the responsibility of the Recording Secretary to ensure that these items are kept current.ARTICLE IV - MEMBERSHIPSection 4.1

Hamilton Park is defined as the neighborhood of Jersey City, NJ

bounded by Division Street on the west,Henderson Street /Marin Blvd.on the east, Twelfth Street on the north, and Sixth Street on the South.Section 4.2

Membership in the Corporation shall be open to:a.

All residents of Hamilton Park who are at least 18 years of old

Sole proprietors or the chosen sole representative of a business within Hamilton Park.

Section 4.3Upon formation of the Corporation, all members in good standing of the Association shall be deemed to bemembers of the Corporation.Section 4.4

Non-members

are encouraged and invited to attend meetings of the members of the Corporation.

Non-members may speak at all regular and special membership meetings, but they may not vote. At anytime, the President may call for a closed session, and any or all non-members may be excluded.

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Membership in the Corporation shall beopen, but not limited to, all residents of the HamiltonPark area

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Persons of other areas are encouraged andinvited to attend meetings of the members of theCorporation.

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Persons of other areas

Bylaw Amendments: Proposed September 2009

Section 4.5Officers of other neighborhood associations may be given honorary memberships in the Corporation at thediscretion of the Board of Trustees.Section 4.6No certificates of membership will be issued. At the discretion of the Board, a membership card may bepresented to members.Section 4.7Membership is not transferable.

Section 4.8A member may be suspended or expelled for cause after an open hearing at a regular or specialmembership meeting, provided that 2/3 of the members present approve. If not present when thesuspension or expulsion is proposed, the Board must send email or written notification via certified mailto the member at least 14 days before the hearing. If member’s email and physical address are knownnotification must be sent via both methods. The member in question may not vote. A member who issuspended or expelled for cause may not participate in meetings. Cause will include any act detrimentalto the well being of the Corporation or its membership and/or any act contrary to one or more of thepurposes of the Corporation as outlined in Sections 2.2 and 2.3 of the bylaws.

ARTICLE V - DUESSection 5.1The dues for

resident

members of the Corporation will be

Ten

Dollars ($

.00) per

household

per year,payable annually.

The dues for business members of the Corporation will be Twenty-Five Dollars ($25.00)per household per year, payable annually.

Section 5.2Dues paid to the Association by members, will be deemed to have been paid to the Corporation for purposes of this Article.Section 5.3Only those whose due are paid in full are eligible to vote on matters put to a vote of members.ARTICLE VI - OFFICERSSection 6.1The Officers of the Corporation shall be: President, First Vice President, Second Vice- President, RecordingSecretary, Corresponding Secretary and Treasurer. The duties and powers of the officers of the Corporationshall include all duties

listed below along with those

powers normally associated with such titles, providedthat

those

powers

are

consistent with any provision of these By Laws, The Certificates of Incorporation, or anystatute. Any power orduty assumed by a

Board member without consulting the Board, which is

inconsistentwith this section shall be considered

outside the scope of his or her authority

, null and void.

PRESIDENT1.

Presides at all membership and Board meetings.2.

With majority approval of the Board, create committees and appoint members as the needarises. These committees will continue in existence until disbanded by the President withmajority approval of the Board.3.

Appoint members to serve as Sergeants-at-Arms as needed.

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