South River Historical and Preservation Society Inc.
Incorporated for the following purposes:
a) To establish, sponsor, conduct, support, promote and maintain an
educational and cultural program of exhibitions, workshops, lectures, symposia
and similar activities, devoted primarily to furthering interest and knowledge
in the history of the State of New Jersey and particularly the Borough
of South River in Middlesex County.
b) To promote, support and encourage the beautification of the land
and buildings located in the Borough of South River in Middlesex County,
New Jersey, and the restoration and preservation of its old and historic
buildings and sites.
c) To acquire, preserve and exhibit historic relics, and to acquire
and maintain housing and sites for preservation and exhibit by purchase,
lease or otherwise.
d) To solicit and receive voluntary contributions of money and property
of every kind and description, with marked preference given to historical
writings and pertinent South River artifacts, by gift, deed, bequest or
devise, and to invest and reinvest such money and property and accumulate
or use any income therefrom, and to retain and hold all or any stocks,
bonds, securities and real or personal property, which at any time may
be received by gift, deed, bequest or devise or be otherwise acquired,
and at any time and from time to time to sell or otherwise dispose, with
or without consideration, of all or any part thereof in accordance with
the provisions of “The Corporations and Associations Not For Profit Act”
(Title 15, New Jersey Statutes Annotated, of the Revised Statutes of 1937)
and the supplements thereto and acts amendatory thereof.
e) To do all such acts as are necessary or convenient in furthering
the objectives and purposes above recited and to exercise all powers conferred
upon the Corporation by the Laws of the State of New Jersey now or hereafter
f) This Corporation is not organized for pecuniary profit and no activities
of the Corporation shall be engaged in for profit or commercial purposes.
No part of the activities of this Corporation shall consist of the carrying
on of propaganda or otherwise attempting to influence legislation.
The registered office of the Corporation shall be at 129 Main Street, Borough
of South River, Middlesex County, New Jersey.
The fiscal year of the Corporation shall be from January 1 through December
The business of this Corporation shall be managed by an Executive Board.
The Executive Board shall consist of the elected Officers and Trustees,
Honorary Trustees, Immediate Past President and the Chairpersons of the
The Trustees, 12 in number, shall be elected by the members of the Corporation
so that one-third of the Trustees shall in each year be elected for a three-year
term. No Trustee shall serve more than two consecutive three-year terms. Any Trustee who does not attend at least 50% of the meetings in each corporate year, and actively participate in the business of the Society, may be replaced by a majority vote of all the remaining members of the Executive Board.
From time to time, the Executive Board may elect, for life, as Honorary
Trustees such persons who have demonstrated a long-standing commitment
to the goals and objectives of the Corporation. They shall be non-voting
members of the Executive Board.
Any vacancy occurring in the Executive Board during any year shall be filled
until the completion of the unexpired term by a majority vote of all the remaining
members of the Executive Board present and voting at its first meeting
following the creation of the vacancy.
All terms of office shall begin at the close of the Annual Meeting.
The Immediate Past President of the Corporation shall serve as a member
of the Executive Board. In the event that the President of the Corporation
is reelected, the Immediate Past President shall continue to serve as such.
No member of the Executive Board shall receive, directly or indirectly,
any salary or compensation of any kind for such service from the Corporation.
The Officers of the Corporation shall be a President, one Vice-President,
one Secretary and one Treasurer.
The Officers are elected for a period of one year and they may be reelected.
The Executive Board may choose and appoint such other officers and agents
as it may deem necessary, who shall hold their offices for such terms and
shall have such authority and shall perform such duties as from time to
time shall be prescribed by the Board.
The President shall preside at all meetings of the Executive Board and
of the General Membership. The President shall be a member of all committees
except the Nominating Committee. The President shall have such additional
powers and duties as usually pertain to this office, and as may from time
to time be assigned to the President by the Executive Board.
The Vice-President shall perform the duties of the President in the absence
or inability of the President to serve. The Vice-President shall be Program
The Secretary shall keep an accurate record of all the meetings of the
Corporation and of the Executive Board. The Secretary or President shall,
when authorized by the Executive Board, have the power to affix the corporate
seal to all documents, certificates, contracts or other instruments which
require the seal. Also, the Secretary shall be the official custodian of
the records of the Corporation and shall give and serve all notices to
the members of the Executive Board and General Membership and shall have
such additional powers and duties as usually pertain to this office.
The Treasurer shall have charge of the books of account and financial records of the Corporation, and shall be responsible for its funds. The Treasurer shall render financial statements at all regularly scheduled meetings and submit all financial records to the Executive Board at any time requested by the President. The President, Vice President or the Treasurer shall sign all checks drawn against the funds of the Corporation. The Treasurer shall maintain a checking account and such other accounts as the Executive Board may from time to time determine. The Treasurer shall cause to be prepared an annual report of the finances of the Corporation. Pursuant to Article IV, Section 4, an Auditing Committee of at least two members shall conduct an annual audit of the financial records of the Corporation.
The Corporation may provide a bond annually for the Treasurer in an amount
to be determined by the Executive Board.
The Chairpersons and members of all Standing Committees shall be appointed
by the President with the approval of the Executive Board.
The Standing Committees are as follows:
Artifacts: shall acquire, catalogue, preserve, and display information and items of historic importance to South River and New Jersey.
Buildings and Grounds: shall oversee the maintenance of grounds and the building.
Calendar: shall collect pictures and print a calendar each year.
Fund Raising: shall develop and execute activities that will enable the Society to fund projects.
Grants: shall apply for grants in order to further the purposes and activities of the Society.
Historic Buildings and Sites: shall gather information on cemeteries as well as historic residential and industrial sites.
Hospitality: shall provide refreshments for meetings or events.
Membership: shall obtain new and maintain current members of the Society.
Newsletter: shall regularly produce and distribute a newsletter to the entire membership.
Program: shall select programs for the general membership meetings.
Publicity: shall create publicity for meetings and promote public relations.
Web site: shall maintain the Web site for the Society.
A Nominating Committee appointed by the President at the September Executive
Board meeting shall consist of two Trustees and one General Member of the
Corporation. For the purposes of the Nominating Committee, Chairs of Standing Committees are considered to be General Members. The Chairperson of the Nominating Committee shall be one of the Trustees.
An Auditing Committee, consisting of at least two members, shall be appointed
by the President. The Auditing Committee shall audit the financial records
of the Corporation immediately following the Annual Meeting or following
any change in the term of office of the Treasurer.
- Additional Ad Hoc committees may be formed at the discretion of the President and the Executive Board.
The General Membership shall be open to any person who subscribes to the
aims and purposes of the Corporation upon payment of dues. There shall
be no limit upon the number of members.
The annual dues shall be as established from year to year by the Executive
Board. The dues shall be payable annually on the first day of January.
There shall be an Annual Meeting of the Corporation held in November, on
a date designated by the Executive Board.
A notice of all regularly scheduled General Membership meetings, including
the Annual Meeting, shall be mailed once a year to each member or family
unit at the address as it appears on the membership rolls not later than
fourteen days prior to the date of the General or Annual Meeting, indicating
the time and place thereof.
Special meetings of the membership may be called by action of the Executive
Board at any time. Notice of a special meeting shall be published in the
local newspaper at least five days before the date for such special meeting,
and shall state the reason for which the meeting has been called, by whom
the meeting has been called and the business to be transacted.
The Secretary shall remind the Executive Board members the week prior to
each Executive Board meeting.
Executive Board meetings may be called by the President at any time upon
notification to all Board members stating the reason for the meeting.
Any twelve members of the Executive Board may, at any time, cause a special
meeting of the Executive Board to be called by directing a written request
to the President stating the reason for the meeting.
A quorum of the Executive Board shall be nine members.
A quorum of the General Membership shall be ten percent of the membership
of the Corporation, but in no case less than fifteen persons in addition
to seven members of the Executive Board.
ELECTION AND VOTING AT MEMBERSHIP MEETINGS
Each member in good standing shall have one vote. There shall be no proxy
Voting need not be by written ballot.
Nominations for Officers and Trustees shall be presented at the Annual
Meeting by the Nominating Committee appointed by the President pursuant
to Article IV, Section 3.
Nominations may be made from the floor by any member of the Corporation
in good standing provided the nominee has agreed to serve if elected.
USE OF CORPORATE FUNDS
No part of the net earnings of the Corporation shall enure to the benefit
of or be distributable to its members, Trustees, Officers, or other private
persons, except that the Corporation shall be authorized and empowered
to pay reasonable compensation for services rendered and to make expenditures
in furtherance of the purposes set forth in the Certificate of Incorporation.
No part of the activities of the Corporation shall be the carrying on of
propaganda, or otherwise attempting 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 any candidate
for public office.
All real estate, buildings, furnishings and equipment purchased with membership
funds or given to the corporate body therein shall belong to the corporate
body, and individual members may not have any claim on the capital assets
or any assets. In the event of the dissolution of the Corporation, all
property loaned to the corporate body for display in the museum shall devolve
back to the nearest blood relatives who initially contributed the property
insofar as can be reasonably accomplished; otherwise, said property shall
be turned over to such historical, charitable, scientific, literary, educational
or religious organizations as the Executive Board may determine which would
qualify them under the provisions of Section 501(c) (3) of the Internal
Revenue Code and its regulations as they now exist or as they may hereafter
Robert’s Rules of Order Newly Revised shall be the parliamentary authority
except where it is in conflict with the By-Laws of the Corporation.
These By-Laws may be altered, amended, repealed, or expanded by an affirmative
vote of a two-thirds majority of the Executive Board then in office.
These By-Laws may be altered, amended, repealed, or expanded by an affirmative
vote of a two-thirds majority of the Corporation General Membership present
at any Annual or special meeting called for that purpose after at least
two weeks prior notice..
1988; Revised and approved June 1992, September 2000, November 2002, November 2004, June 2006, June 2008