By-Laws of the Coalition for Medical Marijuana--New Jersey, Inc.
EIN: 20-5761995
ARTICLE I
Section 1. Name and Office.
These are the By-Laws of the Coalition for Medical Marijuana--New Jersey, Inc. whose principle office is located at 219 Woodside Ave., Trenton, NJ 08618 but, thereafter may be located at such other place as shall be permitted and designated by the Board of Directors.
Section 2. Purpose
The organization is organized exclusively for educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. The organization is formed to educate the public and lawmakers and to increase awareness of the facts related to the benefits of marijuana for certain patients with the goal of having safe and legal access to medical marijuana for qualified New Jersey patients.
Section 3. Limitation
No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization 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. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code. This organization is formed and intended to be a Section 501 (c) 3 entity and will maintain activities to qualify for such status. As such, no more than 5 % of time or funds shall be spent in lobbying for specific laws. The Board, by simple majority vote, is authorized to amend these Bylaws if and as necessary to maintain compliance with the IRS Code.
ARTICLE II
Section 1. Board
The organization shall be governed by a Board of Directors initially selected by the organization’s founder, which Board shall vote by two-thirds majority to add new members. The Board shall consist of an odd number of members, not to exceed fifteen in number. The Board may vote by two-thirds majority to designate persons, who members believe will aid the organization in attaining its goals, as honorary members of the Board. Honorary members may participate in board meetings and organization functions but shall not have an official vote on organizational matters.
Section 2. Powers and Duties
The Board shall have the powers and duties necessary for the administration and management of the affairs of the organization. It may do all such acts and things, except those which by law or these By Laws may not be delegated to the Board. On behalf of the organization, the board may do all that it is legally entitled to do under the laws applicable to its form of organization. In discharging its powers, the Board shall act in a manner that directly of indirectly furthers the goal of the organization. The powers and duties shall include but not be limited to, the following:
a) Opening bank accounts and designating the signatories required therefore.
b) Applying for loans, grants, etc. and conducting fundraising activities to fund the organization.
c) Formulating mission statements, strategy, goals and formal position papers for the organization.
d) Employment and dismissal of any employees, legal counsel, accountants, programmers, etc., and the fixing of compensation for same. No payments to board members or organization members or their families shall be permitted without an advance approval of a two thirds majority of the board –with any affected board member being barred from voting.
e) Purchasing or selling any supplies, equipment or services as, in the opinion of the Board, is necessary to the furtherance of the organizational aims.
f) Maintaining books of account of the receipts and expenditures and arranging for audits wherever necessary.
g) Maintaining fidelity bonds for the organization’s officers, agents and employees handling association funds and records, at such times and in such amounts as the board may deem necessary, if at all. Obtain insurance as necessary.
h) Pay all taxes and bona fide debts of the organization.
i) Prepare a budget prior to the beginning of each fiscal year.
j) Appoint committees to assist the board in carrying out the aims of the organization.
ARTICLE III
Section 1. Officers and Selection.
The principal officers of the organization shall be the Executive Director, the Senior Director, the Secretary and the Treasurer, all of whom initially shall be designated by the founder from among those serving on the Board and, except for the Senior Director, they shall serve on the Board until removal or resignation. The founder shall serve as the Executive Director and any other office he chooses, except he shall not also serve as the Secretary. Any Board member may serve in more than one title.
Section 2. Removal of Officers.
Any officer may be removed as an officer with or without cause by an affirmative vote of a simple majority of the Board. A successor may be elected at the same or a subsequent meeting. When a Board member does not respond to notice of a Board meeting or fails to acknowledge notification of two consecutive open meetings, the Executive Director shall attempt to contact the Board member and determine their status. If attempts are unsuccessful, the Executive Director shall report that to the Board. Thereafter, the Board shall vote either to remove the missing member from the Board or to place that person into an emeritus (and non-voting) status. If removed, the person would have to reapply for membership. If in an emeritus position, the person can make a written request to rejoin the Board, which request shall satisfactorily explain the absence and, if so, shall be accepted. Once accepted the person shall return to board membership, unless the Board is at full membership, in which case the emeritus person shall remain in that status until a vacancy occurs or the number of Board members is increased.
Section 3. Executive Director
The Executive Director shall preside at all Board and open meetings. Except as expressly provided or limited herein, he shall have all the general powers and duties incident to the office of a President of a non- profit corporation organized under New Jersey Law. These powers shall include the power to appoint committees, including those who are not members of the organization to assist the organization in the fulfillment of its goals.
Section 4. Senior Director
The Senior Director shall provide policy guidance to the organization and, at the request of the Executive Director, shall act as a liaison to other organizations sympathetic to the organization’s goals. He also shall be an ex-officio delegate to any organization committees and shall perform such other duties as requested by the Executive Director or the Board.
Section 5. Treasurer
The Treasurer shall have the responsibility for organization funds, in whatever form held, and shall be responsible for keeping full and accurate financial records and books of account showing al receipts and disbursements and for the preparation of all required financial reports as well as the proposed budget. He shall be responsible for the depositing monies in the organization’s name in such depositories as shall be designated by the Board. The Treasurer shall have all responsibilities and perform all duties incident to the office of the treasurer of a non- profit corporation under New Jersey law. He shall provide informal financial reports at Board meetings and shall present a written report of the organization’s financial condition at the first quarterly meeting of the Board and thereafter whenever the Board or the President shall so require.
Section 6. Secretary
The Secretary shall take and keep the official minutes of all meetings of the Board and of the members and shall maintain the official minutes of any committees. The Secretary shall have charge of all non- financial books, records, papers and other organizational materials as the Board may direct. In general, the Secretary shall perform all the duties incident to the office of Secretary of a non- profit corporation organized under New Jersey law. In the event of the absence of the Executive Director or his inability to serve, the Secretary shall perform the Executive Director’s functions.
Section 7. Compensation
a). No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof.
1). No Officer or Board member shall receive any compensation for serving on the Board.
2). Board members, as well as other members, are entitled to reimbursement for expenses, in accordance with rules duly adopted by the Board.
3). Board members, as well as other members, are entitled to reimbursement for expenses, in accordance with rules duly adopted by the Board, approved in advance by a simple majority of the Board or for expenses actually incurred which are subsequently determined by a two-thirds majority of the Board to have been reasonable and necessary to further the interests of the organization.
b). Any officer who performs a service for which the organization would otherwise have had to incur a significantly greater expense may be compensated if it is agreed to in advance by a two thirds majority of the Board, with the individual whose compensation is at issue not participating. If the agreement is reached outside of a formally called meeting, the Board shall record its vote at the next subsequent meeting and the vote shall be reflected in the minutes. If the agreement is sought outside of a meeting, solicitation of the vote shall be by a Board member who is not seeking the compensation.
Section 8. Agreements, Contracts, Checks, etc.
All agreements, contracts, checks and other such instruments of the organization shall be executed by the Executive Director and one other Board Member or by two or more such persons as may be designated in advance, in writing by the Board and signed by the board members authorizing the action. In the event there are employees of the association, by a majority vote, the Board may empower such employees to sign checks or expend funds not to exceed the amount specified in the written approval for any individual item or an amount specified for expenses during any quarter, without further Board approval.
Section 9. Indemnification
Any Board member or officer as well as his heirs, administrators and executors shall be indemnified and held harmless by the organization against any losses, expenses and counsel fees reasonably incurred in connection with any action or proceeding in which said individuals are made a party by reason of an individual’s membership on the Board or holding of an office in the organization. However, should such member or officer be adjudged guilty of criminal conduct or willful misconduct, the aforesaid indemnity shall not apply.
ARTICLE IV
Section 1. Meetings and Quorums
a). The Board shall meet at such place and time as the Executive Director shall determine which may include conference calls or electronic meetings. The location shall not require that any Board members expend funds to attend. Board meetings shall be held as necessary to conduct business, at a minimum, on an annual basis.
b). In the event the Executive Director fails to call a meeting a simple majority of the Board can call a Board meeting. For Board meetings, a quorum shall consist of a majority of the members with any dual office holders being counted singly for such purpose.
c). Notwithstanding the number of board members, if necessary to obtain a quorum for a board meeting, the number required shall be based on the number of members who have responded to or acknowledged the meeting notification by the time of the scheduled meeting; whether or not they were able to attend.
Section 2. Notice
The Executive Director or Board shall give a minimum of 3 days advance notice of any meeting by mail, telephone or e-mail. The notice shall designate the time and place of the meeting. The Executive Director shall determine if a vote is time sensitive, setting forth the reasons, and request a meeting on fewer than 3 days notice.
Section 3. Order of Business for Board Meetings
a). The Order of business for Board meetings shall be as follows:
1). Roll Call
2). Proof (or Waiver) of Meeting Notice
3). Reading and Approval or Revision/Approval of previous meeting’s minutes.
4). Any Report of Officers
5). Any Committee Report
6). Unfinished business
7). New Business
8). Adjournment
b). Prior to the adjournment motion, the President shall announce the next meeting date which date shall be included in the minutes.
c). Open meetings shall be conducted in accordance with the rules adopted by the Board.
ARTICLE V
Section 1. Dissolution
The provisions of the then applicable laws of the State of New Jersey shall be followed in the event a decision is made to dissolve the organization. In the event of dissolution, it shall be incumbent upon the Board to notify any creditors as well as any organizations that have provided significant financial support.
Section 2. Voting
Dissolution shall be authorized by a two-thirds majority vote of the Board with at least either the Executive Director or the Senior Director voting in the affirmative.
Section 3. Disposition of Property
Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization 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 VI
Amendments
These By-Laws may be modified or amended by an affirmative vote of two thirds of the Board. .
ARTICLE VII
Section 1. Mail
All correspondence and mail to the organization shall be sent to the Executive Director or the Secretary, who shall bring it to the attention of the other Board members no later than the next meeting.
Section 2. Invalidity
If any part of these By-Laws shall be deemed to be invalid, it shall not impair or affect in any manner the validity, enforceability or effect of the remainder of these bylaws.
Section 3. Captions
The captions and table of contents are inserted for convenience of reference and in no way define, limit or describe the scope of the By-Laws or the intent of any provision hereof.
Section 4. Gender
The use of the masculine gender in these By-Laws shall be deemed to include the feminine or neuter gender, as the circumstances may require, and the use of the singular shall be deemed to include the plural whenever the context so requires.
End of By-Laws
Updated this 10th day of _February 2023_by agreement of the Board of Directors.
Signed by the Board of Directors:
DocuSign Envelope ID: FB51A5CD-13A9-41AD-9853-B9880A67E107
Name: Coalition for Medical Marijuana--New Jersey, Inc. EIN: 20-5761995
Kenneth R. Wolski, Executive Director
James Miller, Senior Director
Edward R. Hannaman, Secretary
Gaetano G. Lardieri, Board Member
Valisha Desir, Esq., Board Member
Nick Mellis, Board Member
Peter Rosenfeld, Board Member
Michael Brennan, Board Member
Nichelle Santos, Board Member
Jo Anne Zito, Board Member
Jeff Booker, Board Member
Honorary Board Members:
Allan Marain, Esq.
Larry Vargo,
Amanda Hoffman.
