Bylaw Amendments: Adopted November 2, 2005

BYLAWS
OF THE
HAMILTON PARK NEIGHBORHOOD ASSOCIATION, INC.
(A New Jersey Nonprofit Corporation)

ARTICLE 1 - NAME AND ORGANIZATIONAL DATE

Section 1.1
The name of this corporation is the Hamilton Park Neighborhood Association, Inc (hereinafter
the “Corporation”).

Section 1.2
The Corporation was incorporated under the New Jersey Nonprofit Corporation Act, June of
1987. The Corporation is the successor of the Hamilton Park Neighborhood Association (the
“Association”) an unincorporated membership association formed in January 20, 1975, and
succeeded to all its assets and liabilities in June of 1987.

ARTICLE II – POWERS AND PURPOSE

Section 2.1
The powers of the Corporation shall be limited to all those allowed to nonprofit Corporations
under the New Jersey 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 for obtaining the objects of the Corporation;
e. To dispose of its property, in accordance with state of federal law;
f. To make contracts and incur liabilities;
g. To invest and reinvest its assets
h. To make and later these 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 effect any of the
purposes for which the Corporation is organized.

Section 2.2
The 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 neighborhood revival

Page 1 of 7
Bylaw Amendments: Adopted November 2, 2005

d. 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;
g. To act as spokesmen for the local residents at various city meetings;
h. To effectively serve the interests and needs of the people downtown Jersey City

Section 2.3
Notwithstanding 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, its members, trustees, officers, or other persons, except that the
Corporation shall be authorized and empowered to pay reasonable compensation for
services rendered to the Corporation and to make payments and distributions in
furtherance of the purposes set fort herein;

b. No substantial part of the activities of the Corporation shall be carryon 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 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 a Corporation exempt from Federal income tax under 501(c)(3) of the Internal
Revenue Code of 1954, as amended (or the corresponding provision of nay future
United States Internal Revenue law) or (b) by a deductible under 179(c)(2) of the
Internal Revenue code of 1954, as amended (or future United States Internal Revenue
law).

ARTICLE III – REGISTERED OFFICE & AGENT

Section 3.1
The Corporation shall maintain a registered office and appoint a registered agent, as required by
the Act. It will be the responsibility of the Recording Secretary to ensure that these items are
kept current.

ARTICLE IV - MEMBERSHIP

Section 4.1
Membership in the Corporation shall be open, but not limited to, all residents of the Hamilton
Park area bounded by Division Street on the west, Henderson Street on the east, Twelfth Street
on the north, and Sixth Street on the South.

Section 4.2
Persons of other areas are encouraged and invited to attend meetings of the members of the
Corporation.

Page 2 of 7
Bylaw Amendments: Adopted November 2, 2005

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

Section 4.4
Persons of other areas are encouraged and invited to attend meetings of the members of the
Corporation.

Section 4.5
Officers of other neighborhood associations may be given honorary memberships in the
Corporation at the discretion of the Board of Trustees.

Section 4.6
No certificates of membership will be issued. At the discretion of the Board, a membership card
may be presented to members.

Section 4.7
Membership is not transferable.

ARTICLE V - DUES
Section 5.1
The dues for members of the Corporation will be Five Dollars ($5.00) per family per year,
payable annually.

Section 5.2
Dues paid to the Association by members, will be deemed to have been paid to the Corporation
for purposes of this Article.

Section 5.3
Only those whose due are paid in full are eligible to vote on matters put to a vote of members.

ARTICLE VI - OFFICERS
Section 6.1
The Officers of the Corporation shall be: President, First Vice President, Second Vice- President,
Recording Secretary, Corresponding Secretary and Treasurer. The duties and powers of the
officers of the Corporation shall include all such duties and powers normally associated with
such titles, provided, however that no officer shall have or exercise powers inconsistent with any
provision of these By Laws, The Certificates of Incorporation, or any statute. Any power of duty
assumed by an officer inconsistent with this section shall be considered null and void.

Section 6.2
For purposes of Section 15A 6-15(a) of the Act, the Recording Secretary shall be considered the
Secretary of the Corporation and shall be so named on the Corporation’s Annual Report.

Page 3 of 7
Bylaw Amendments: Adopted November 2, 2005

Section 6.3
Except as otherwise provided for by these bylaws, only current trustees and officers who will
have completed one full year of continuous service and who are in good standing are eligible for
nomination and election as officers at the annual meeting.

Section 6.4
Officers shall be elected at a meeting of the voting members each year, which meeting to be
determined by the Board of Trustees will be eligible to vote for Officers. With the exception of
the President, officers may succeed themselves indefinitely. The President may succeed himself
or herself only once.

Section 6.5
Any officer elected as provided in this Article shall serve a one year terms, or until a successor is
elected and qualified.

Section 6.6
An officer shall be considered as vacating an office if such officer fails to attend three (3)
consecutive meetings, without good cause shown. Vacancies shall be filled by a vote of the
Board of Trustees. Officers appointed by the Board of Trustees. Officers appointed by the Board
of Trustees shall serve the remainder of the terms of the vacating officer, or until a successor is
elected or appointed and qualified.

Section 6.7
Any officer elected or appointed by the Board may be removed by the Board with or without
cause. On officer elected by the members maybe removed only by a vote of the members unless
such officer has been deemed to have resigned pursuant to Section 6.6 herein.

ARTICLE VII - BOARD OF TRUSTEES

Section 7.1
There shall be at least three (3) but no more than ten (6) members of the Board of Trustees (the
“Board”). The number of members to the Board will be determined by the Board as it see fit.
The initial Board of Trustees shall be seven (7) members. Any member of the Corporation over
18 years of age is eligible for the office of Trustee.

Section 7.2
The duties of the Board of Trustees shall be to manage the affairs of the Corporation in a manner
consistent with the Articles of Incorporation and the Act.

Section 7.3
Every officer shall be a member of the Board of Trustees. Additional members of the Board
shall be elected as such by the membership.

Page 4 of 7
Bylaw Amendments: Adopted November 2, 2005

Section 7.4 - Removal

Any Trustee may be removed by a vote of the membership, provided that, no removal shall be
valid unless conducted in accordance with the Act. An officer removed pursuant to Section 6.7
hereof shall also be deemed to be removed from the Board of Trustees.

Section 7.5 - Term

Trustees shall serve for one year, or until a successor is elected and qualified if elected by the
membership. If a Trustee is appointed to fill a vacancy, such Trustee will serve the remainder of
the vacant terms, or until a successor is appointed, elected and qualified.

Section 7.6 - Meetings

Meetings of the Board of Trustees will be held once a month, at a time and place determined by
the President. Special meetings of the Board may be called by a majority of the members of the
Board, at a mutually agreed time and place. The Board may act upon unanimous written consent
without a meeting. Meetings of the Board may be held by conference telephone call. A quorum
of the Board will be no less than the greater of two or one-third of the Board of then constituted.

ARTICLE VIII - EXECUTIVE COUNCIL

Section 8.1
The Executive Council shall consist of all officers of the Corporation, the Trustees and the past
Presidents, and Vice Presidents.

Section 8.2
The duties and powers of the Executive Council shall be generally to advise the Board of
Trustees as to matters affecting the Corporation.

Section 8.3
The Executive Council shall meet at the discretion of the Board.

ARTICLE IX - MEETINGS OF MEMBERS.

Section 9.1
Meetings of the members of the Corporation shall be held monthly on the first Wednesday of
each month, at a place to be determined by the Board of Trustees.

Section 9.2
One forth of the eligible members of the Corporation shall constitute a quorum at any meeting.

Section 9.3
Notice of the monthly meeting of members shall be deemed to be given by the delivery of the
Corporation’s newsletter to members, and the posting of same in a public place.
Notwithstanding the foregoing, a member will be deemed to have waived notice of a meeting by
signing the attendance sheet presented at each meeting.

Page 5 of 7
Bylaw Amendments: Adopted November 2, 2005

Section 9.4
The Treasurer shall be responsible for preparing and maintaining the complete alphabetically
arranged list of names and addresses of members entitled to vote at meetings, as is required by
the Act. Such a list will be available for inspection by members at each meeting.

Section 9.5
a. Hamilton Park Residents. Only Hamilton Park residents residing within the
boundaries of the Hamilton Park area, as defined in Section 4.1, above, will have
voting privileges at HPNA meetings.

b. Regular Membership Meetings – Eligibility to vote at any regular monthly

membership meeting shall be determined by reference to the treasurer’s list of dues
paid members in good standing as of 30 days before the date of such regular monthly
membership meeting.

c. Annual and Specially Called Meetings – Eligibility to vote at any Annual or Specially
Called Meeting as determined by the board of trustees, shall be determined by
reference to the treasurer’s list of dues paid members in good standing as of 90 days
before the date of such Annual or Specially Called meeting.

d. Each voting member in good standing shall have one vote in all matters put to a vote
of members at a meeting.

e. Voting by proxy will not be permitted.

ARTICLE X - AMENDMENTS

Section 10.1
These By Laws may be amended by a majority vote of members present at a meeting. Prior
written notice of amendments need not be given, but is encouraged.

Section 10.2
The Certificate of Incorporation may be amended only in compliance with the Act, which
requires:
a. Approval of the Board of Trustees;
b. Written notice to members entitled to vote thereon; and
c. The affirmative vote of two-thirds of the members entitled to vote thereon.

ARTICLE XI - MERGER, CONSOLIDATION AND SALE OF ASSETS

Section 11.1
The Corporation, upon the vote of two-thirds of the eligible voting members, may elect to merge
or consolidate with another New Jersey nonprofit corporation sharing he same goals as the
Corporation; provided such an action is permitted by statute.

In no event may the Corporation merge or consolidate with a for-profit Corporation.

Page 6 of 7
Bylaw Amendments: Adopted November 2, 2005

Section 11.2
Upon dissolution or other termination of the Corporation, no part of the property of the
Corporation or any of the proceeds shall be distributed to or inure to the benefit of any of the
members, trustees, or officers of the corporation. All such property and proceeds, subject to the
discharge of valid obligations of the corporation, shall be distributed to any such organization as
the Board of Trustees may direct; provided, however, that any transferee organization, at the
time of the distribution, shall qualify as an exempt organization under section 501(c) (3) of the
Internal Revenue Code of 1986, as amended (or the corresponding provision of nay future
United States Internal Revenue law).

ARTICLE XII - CAVEAT

NO PERSON SHALL USE THEIR CONNECTION WITH THIS ASSOCIATION TO

PROMOTE, EXPOUND OR ENDORSE ANY POLITICAL PHILOSOPHY OR CANDIDATE.
COPIES OF ANY CORRESPONDENCE BEING SENT OVER THE SIGNATURE OF ANY
OFFICER OF THE ASSOCIATION, PURPORTING TO BE THE FEELINGS OF THE
ASSOCIATION ON ANY MATTER, MUST BE SENT TO THE CORRESPONDING
SECRETARY FOR FILE AND READING AT THE NEXT CLOSEST MEETING.

Dated: June 3, 1987

[Amendments Adopted: November 2, 2005]

Page 7 of 7