Constitution & By-Laws

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CONSTITUTION AND BY-LAWS OF HILTONIA ASSOCIATION
Adopted September 11, 2013

CONSTITUTION

ARTICLE I: Name and Objectives
Section 1. Name.
The name of this organization shall be HILTONIA ASSOCIATION.
Section 2. Objectives.
1) Protect and promote the welfare and character of the Association area.
2) Advance civic and social interest.
3) Provide support for worthwhile charitable, civic, and cultural projects within the City of Trenton.

ARTICLE II: Activities and Affiliations
Section 1. Nature of Activities.
The Association shall be strictly non-partisan and non-sectarian. The Association, however, reserves the right to take positions and to express views on any legislation, ordinance or course of action, which in the judgment of the Association will affect the welfare of its members. The Association also reserves the right to comment on the actions of individuals and groups that affect the welfare of Hiltonia.
Section 2. Affiliation with Other Groups.
The Association may join, support or collaborate with federations, leagues, conventions or other civic groups whose purposes and actions are consistent with the welfare of Hiltonia, the City of Trenton, and/or Mercer County: Provided that any affiliation undertaken shall not impede the continued existence of the Association as a distinct organization.

ARTICLE III: Boundaries and Membership
Section 1. Boundaries and Properties.
The association shall include all residential properties that lie in whole or in part within these boundaries:
East Boundary: the western property line of Cadwalader Park and the western property line of the City of Trenton / State Department of Corrections property;
South Boundary: the northern shore of the Delaware and Raritan Canal;
West Boundary: the eastern property line of the Trenton Psychiatric Hospital and, the eastern property line of the Christina Seix Academy property;
North Boundary: the southern property line of the Christina Seix Academy and the southern property line of the City of Trenton / State Department of Corrections property.
Section 2. Individual Membership.
Any individual, 18 years of age or older who owns or rents real property or resides within Hiltonia is eligible to membership with full voting rights and privileges.
Section 3. Family or Household Membership.
All members of a family or of a single household who qualify as individual members may elect to join as a family or household. Each member shall have full voting rights and privileges. No more than four individuals per household may participate in this type of membership.
Section 4. Honorary Membership.
The Association may confer honorary memberships. Honorary members shall be entitled to participate in the affairs of the Association but they shall not have the right to vote or to hold elective office unless qualified under other membership criteria.
Section 5. Admission to Membership.
Any person eligible for membership under this article shall become a member upon payment of the dues to the Treasurer.
Section 6. Forfeiture.
Forfeiture is defined as non-payment of dues as set forth in the By-Laws of the Hiltonia Association. Membership is forfeited by nonpayment of dues.

ARTICLE IV: Election, Duties and Powers of Officers
Section 1. Elected Officers, Terms and Qualifications.
The Association shall elect annually, as prescribed in Article IV, Section 2, a President, a First Vice President, a Second Vice President, a Corresponding Secretary, a Recording Secretary, and a Treasurer.
Section 2. Election of Officers.
1) Officers shall be elected by a secret ballot from the membership of the Association annually, at the January meeting, for a term of one year, and shall take office immediately upon election.
2) The officers shall serve for one year or until their successors are chosen.
3) No officer shall hold the same position for a term greater than 30 months.
4) Vacancies in any of the elected offices, subject to Section 3, Item 5, of this article shall be filled at the next regular or special meeting of the Association. Officers chosen in special elections to fill vacancies shall assume their duties immediately.
Section 3. Duties of the President.
The President shall be the chief executive official of the Association and shall take care that its by-laws and decisions are faithfully observed and executed. In addition, the President shall have the following specific duties:
1) Preside at all regular and special meetings.
2) Be chairperson of the Executive Committee and shall appoint the chairperson of all other standing committees.
3) Appoint all special committees, and shall designate the chairperson of each special committee.
4) Appoint an Auditing Committee at the November meeting of each year, consisting of two members.
5) Be empowered to make appointments to any elective office upon the vacation of such office for any reason; the appointee to serve the balance of the unexpired term for that vacated office.
6) Be an ex-officio member of all standing committees, with the exception of the Nominating and Auditing Committees.
7) Appoint a Nominating Committee at the September meeting of the Association.
8) Allocate duties to the First Vice President and second Vice President.
9) Appoint a Sergeant at Arms, at his or her discretion.
Section 4. First Vice President and Second Vice President.
The First and Second Vice Presidents shall assist the President in the administration of the affairs of the Association and shall undertake such duties as the President may assign them. In addition, they shall have the following specific duties:
1) The First Vice President shall perform the duties of the President in the absence of that officer.
2) The Second Vice President shall perform the duties of President in the absence of both President and First Vice President or if so designated by the President.
3) The First Vice President shall complete the unexpired term of the President in the event that a vacancy occurs.
4) In the event the First Vice President is unable or refuses to serve, the Second Vice President shall complete the unexpired term as specified.
5) Both shall be ex-officio members of any committees with the exception of the nominating and auditing committees.
6) Both shall serve the President with the duties assigned and allocated.
Section 5. Corresponding Secretary.
1) The Corresponding Secretary shall carry on such correspondence for the organization as the President, the Executive Committee or the Association may direct.
2) It shall be the duty of the Corresponding Secretary to keep an attendance record of each regular and special meeting and to keep a permanent record thereof.
Section 6. Recording Secretary.
1) The Recording Secretary shall keep in the Minute Book of the Association an accurate record of its proceedings and shall be responsible for their preservation.
2) The Recording Secretary shall be the secretary to the Executive Committee.
Section 7. Treasurer.
1) The Treasurer shall have custody of the funds of the Association which shall be deposited in an institution approved by the Executive Committee.
2) The Treasurer shall maintain a Cashbook in which shall be recorded all receipts and disbursements.
a) Disbursements shall be reaffirmed by the Association members at a regular or special meeting.
b) All disbursements shall be made by check, signed by the Treasurer and counter-signed by the President or Vice President.
3) At each meeting the Treasurer shall submit a report, and shall render an Annual Report at the January meeting covering the preceding calendar year.
4) At least once each year, he or she shall issue notices to the entire membership that the annual dues are payable by January 1, for the current calendar year.
5) At the November meeting, the Treasurer shall present a budget of cash receipts and disbursements anticipated during the next calendar year.

ARTICLE V: COMMITTEES
Section 1. Standing Committees.
1) The standing committees of the Association shall be:
a) Executive Committee
b) Civic Committee
c) Publicity Committee
d) Membership Committee
e) Social Committee (including Children’s Social Committee and Adult’s Social Committee)
f) Hospitality Committee
g) Worthy Projects Committee
h) Communications Committee
4) The roles and responsibilities of these committees are defined in the By-Laws.
2) The Chairperson of each Standing Committee shall provide reports to the Executive Committee as appropriate.
3) The Chairperson of each Standing Committee shall maintain a book, binder, or other log of all Committee activities in order to provide future committee members a history of the Committee.
Section 2. Special Committees.
1) Special Committees empowered to deal with matters not under the jurisdiction of the Standing Committees shall be appointed by the President as the necessity arises.
2) The Nominating Committee shall be considered to be a Special Committee. It shall consist of five members. The Chairperson shall be appointed by the President at the September meeting. The committee shall report to the general membership at the November meeting with a list of nominations for each elected position.
3) The Auditing Committee shall be considered a Special Committee of two members who shall be appointed by the President at the November meeting.
4) The Chairperson of each Special Committee shall provide reports to the Executive Committee as appropriate.

ARTICLE VI: MEETINGS OF THE ASSOCIATION
Section 1. Membership Meetings.
1) A regular meeting shall be held on the second Tuesday of January, March, May, September, and November.
2) In the event that circumstances prohibit the holding of a regular meeting on the specified date, another date within that calendar month or the succeeding calendar month shall be selected by the President.
Section 2. Special Meetings.
1) The President may call a special meeting after first having secured the approval of the Executive Committee; or upon receipt of a petition signed by 15 members of the Association, he or she shall call a meeting.
2) Notice of any special meeting and its purpose must be given to all of the members at least three days before the date for which it is called, provided however, that the three-day requirement may be waived in the event that time becomes of the essence.
Section 3. Meeting Notices.
Regular and Special Meeting notices shall be delivered to members so as to arrive at least three days prior to the meeting date. This shall be accomplished by the Publicity Committee.

ARTICLE VII: AMENDMENTS.
Section 1. Amendments.
1) Any member may propose an amendment to the Constitution or By-Laws at any regular meeting.
2) Such an amendment may not be voted upon earlier than the regular meeting subsequent to the one at which it is proposed.
3) Every member of the Association shall receive a copy of the proposed amendment at least three days prior to the vote on it.
4) A majority vote of the membership present at the regular meeting shall be necessary for the adoption of the amendment.
5) If an amendment fails to gain sufficient votes to pass, the amendment cannot be presented again until the next regular meeting.
Section 2. Repealing Amendments.
The repealing of an amendment shall follow the same requirements and stipulations as the passing of a new amendment.

ARTICLE VIII: ADOPTION.
Section 1. Adoption.
1) This version of the Constitution and By-Laws shall become effective after being presented to the membership for review either electronically or on paper, and then by a majority vote of the members present at a subsequent regular meeting at least one calendar month following initial distribution.
2) The adoption of the Constitution and By-Laws shall ratify and affirm the officers and committee members in office at the time of adoption.

ARTICLE IX: DISBANDMENT
Section 1. Disbandment.
1) This Association shall not disband as long as 15 active members in good standing wish to carry on.
2) In case of disbandment, the monies and properties of the Association shall, after all outstanding obligations have been settled, be turned over to a charity designated by the then existing members. That charity shall be recognized as such by the U.S. Internal Revenue Service.

BY-LAWS
ARTICLE I: DUES
Section 1. Amount and Payment.
1) The membership shall vote on the amount of the next calendar year’s dues at the November membership meeting.
2) In absence of a vote by the membership, the previous year’s dues rate shall be carried forward for an additional year.
3) Family or Household Membership dues shall be two times the current rate of Individual Membership dues.
4) Dues shall be paid once each calendar year for each membership and shall not be prorated.
Section 2. Arrearages.
1) All voting rights shall be immediately terminated upon a lapse in payment of dues.
2) After report of the Membership Committee and decision by the Executive Committee that the dues of any member who is in arrears in payment for a period of one year or more are not collectable, that member shall forfeit his or her membership.

ARTICLE II: STANDING COMMITTEES
Section 1. Membership, Duties and Meetings of the Executive Committee.
1) Membership
a) The President shall be chairperson of the Executive Committee.
b) The Executive Committee shall consist of all the elected officers, the immediate Past-President, and the Chairpersons of the Standing Committees listed in Article V Section I of the Constitution.
2) Duties
a) The Executive Committee may determine the size of the Standing Committees: the Chairperson shall select the members of their own committees.
b) It shall act in an advisory capacity to these committees and shall approve or reject activities proposed by them.
c) In all matters affecting the policy of the Association it shall present recommendations for adoption or rejection by the Association.
3) Meetings
a) It shall be the duty of the Chairperson to call meetings of the Executive Committee prior to each regular meeting of the Association, and such other meetings as he or she deems necessary.
b) He or she shall notify members of the Executive Committee at least three days prior to the date of the meeting; or the three-day requirement may be waived in the event that time becomes of the essence.
c) Six members present shall constitute a quorum provided two hold elected positions listed in Article IV Section 1 of the Constitution.
Section 2. Duties of the Civic Committee.
1) Negotiate with governmental agencies for the maintenance and improvement of facilities and services secured through public funds.
2) Act for the Association in any necessary negotiations with property owners or governmental agencies whose plans may affect the welfare of the Association.
3) Identify City events, meetings, and issues pertinent to the Association and notify the membership.
4) Maintain a representative member in all civic organizations in which the Association holds membership.
Section 3. Duties of the Publicity Committee.
1) Print ads and publicize meetings, events, fund raising ventures, membership drives and other items on the direction of the Executive Committee.
2) Distribute all Association printed materials to each home within the boundaries of the Association.
3) Notify the Hospitality Committee and the Membership Committee when a new resident move into the area.
4) Place advertisements in local newspapers, neighboring association newsletters, and online as necessary or directed for appropriate public events.
5) Place signage in or around the area as necessary or directed for appropriate events.
Section 4. Duties of the Membership Committee.
1) Invite all eligible persons to join and participate in the Association.
2) Make every reasonable effort to induce delinquent members to renew membership.
3) Assist the Treasurer in the collection of dues.
4) Maintain and keep up to date the membership roster, making it available to the other committees upon request.
Section 5. Duties of the Social Committee.
1) Plan and direct all entertainment, recreational, and social activities.
2) Notify the Publicity Committee of all programming in sufficient time to give general notice.
3) The following subcommittees shall be within the social committee as well as any others when determined necessary by the chair or by the Executive Committee:
4) Children’s Event Committee for all activities that are intended for children’s entertainment.
5) Adult’s Social Committee for all activities restricted to members ages 21 and above.
Section 6. Duties of the Hospitality Committee.
1) Welcome new residents to the community.
2) Procure meeting locations for each general meeting.
3) Serve as host and arrange for refreshments at each general meeting.
4) Coordinate the storage, delivery and collection of Association owned chairs for use at meetings and events.
Section 7. Duties of the Worthy Projects Committee.
1) Propose an annual budget to be presented to the Executive Committee for inclusion in the Association budget.
2) Review solicitations for donations, assistance, and/or participation made to the Association.
3) Recommend, to the Executive Committee and the membership, projects or contributions which will benefit Hiltonia, areas adjacent to Hiltonia or the City of Trenton.
Section 8. Duties of the Communications Committee.
1) Coordinate, compile, share and disseminate information pertinent to the Association and the area.
2) Subcommittees shall include:
a) Hilltone Committee
i) Provide, in a newsletter format, information pertinent to the Association or the City of Trenton.
ii) Publicize events of the Association and any other matters on the direction of the Executive Committee.
iii) A final draft of the Hilltone newsletter shall be provided to the Executive Committee prior to publication.
iv) At the direction of the Executive Committee, publicize the position taken by the Association on any civic matters affecting the area.
b) E-Group Committee: Moderate and maintain the online discussion group(s).
c) E-Calendar Committee: Maintain the shared online event calendar with all Association events.
d) Website Committee: Maintain the Association website, posting meeting minutes, newsletters, photos, and other items at the direction of the Executive Committee.
e) Archives Committee
i) Maintain, organize and catalog digital and/or print copies of events, photos, articles, publications, meeting minutes, membership rolls, and other Association information.
ii) Collect, preserve and store any physical items of significance to the Association and/or as directed by the Executive Committee.

ARTICLE III: SPECIAL COMMITTEES
Section 1. Auditing Committee.
It shall be the duty of the Auditing Committee to examine the records and books of the treasury just prior to the rendering of the Treasurers Annual Report, and render a written report to the Executive Committee at the January meeting of the Executive Committee.
Section 2. Nominating Committee.
The Nominating Committee shall consist of five members. The Chairperson will be nominated by the President at the September meeting. The committee shall present at the November meeting its report including slate of candidates as required in Article V Section 2 of the Constitution. The Nominating Committee shall not present the name of any member as a candidate without first having obtained his or her assurance to serve if elected.
Section 3. Fundraising Committee.
When convened, this committee shall be in charge of all fund raising projects, not specifically assigned to other committees.
Section 4. Other Committees.
Any other special committees are to be appointed at the discretion of the President.

ARTICLE IV: NOMINATIONS AND ELECTIONS
Section 1. Nominations.
Immediately after the report by the Nominating Committee the President shall call for nominations from the floor. Any member may make nominations for any elective office, but nominations may be made only at the November meeting. Any member making a nomination from the floor must first have obtained the assurance of the nominee to serve if elected.
Section 2. Elections.
1) In the event of multiple candidates, the President shall appoint an Election Board of five members, whose duty it shall be to prepare ballots containing the names of all nominees, to conduct the election at the January meeting, and to tabulate the results and to report them to the President at the same meeting.
2) Voting must be done in person at the January meeting.
3) Election to any position or office shall be determined by the nominee receiving the greatest number of votes.
4) In the event of a tie vote for any position or office, balloting shall be resumed until the deadlock is broken.
5) All nominees for office must be members in good standing at the time of nomination, that is to say, each nominee must have paid his or her current year dues prior to nomination.
6) To be eligible for election to an office, a member must have paid his or her dues for the current year at any time prior to the time of the vote at the January membership meeting for the election of officers for that year.
7) To be eligible to vote for officers at the January meeting, a member must have paid his or her dues for the current year at any time prior to the time of the vote at the January membership meeting for the election of officers for that year as required by Article I of these By-Laws. Further, all voting must be done in person and no proxies will be permitted

ARTICLE V: PROCEDURE
Section 1. Order of Business.
The order of business at Regular, Special and Executive Meetings shall be:
1) Reading of minutes of previous meeting.
2) Communications.
3) Report of the Treasurer.
4) Committee Reports.
5) Unfinished Business.
6) New Business.
Section 2. Rules of Order.
Roberts’ Rules of order shall govern the parliamentary procedure of the Association on all points not covered by the Constitution or By-Laws.
Section 3. Proxy Voting.
With the exception of the election of officers, every member entitled to vote at a meeting of members may authorize another person or persons to act for the member by proxy pursuant with NJ Statute. Eligible votes may be cast by proxy when authorization is communicated in writing or email and presented to the secretary prior to the meeting and not revoked in a similar fashion prior to the meeting. Should the proxy be a voting member, he or she shall inform the president prior to or during the vote so that the proper number of votes is counted. No proxy may represent more than two votes in addition to their own eligible vote.

ARTICLE VI: QUORUM
Section 1. Quorum.
The less of fifteen (15) members or thirty percent (30%) of the membership (or their representative votes by proxies) shall constitute a quorum at any regular or special meeting.