The Ironbound Business Improvement District

BY LAWS OF IRONBOUND BUSINESS IMPROVEMENT DISTRICTMANAGEMENT CORPORATION , INC.

Adopted as of November 13, 2000
Revised as of September 16, 2002
Added Code of Ethics Dec. 2, 2002
Revised as of June 18, 2007 (Political Activity & Election Process)
Revised as of June 3, 2013 (Internet meetings and voting)
Revised as of September 12, 2013

ARTICLE I

NAME; OFFICES; CORPORATE SEAL

            1.01 Name.  The name of the corporation is the Ironbound Business Improvement District Management Corporation, Inc. (the "Corporation") and shall also be know as the Ironbound Business Improvement District, or IBID,  and such other assumed names as the  Board of Directors shall determine from time to time.

            1.02 Offices. The principal office of the Corporation shall be located at such location or locations in Newark, New Jersey, as the Board of Directors ("Directors" is used herein to refer to "Trustees" as such term is defined under the New Jersey Nonprofit Corporation Act) may hereafter designate from time to time.

            1.03 Corporate Seal.  The Board shall procure a corporate seal which shall be  circular in form and shall bear, on its outer edge, the name "Ironbound Business  Improvement District Management Corporation;" and, in the center, the words and figures  "Incorporated 2000, New Jersey."  The Board may amend the form of the seal or the inscription thereon at its discretion.

ARTICLE II
PURPOSES 

            2.01 Purposes. The Corporation is organized and shall be operated exclusively for  charitable and educational purposes, within the meaning of Section 501(c)(3) of the Internal  Revenue Code of 1986, as amended (the "Code"), and the Regulations thereunder as they  may hereafter be amended.  The purposes and powers of the Corporation are more particularly set forth as follows:

            (a) To serve as the district management corporation for the Ironbound Special  Improvement District provision pursuant to N.J.S.A. 40:56‑65 et seq. (the "Act") and as  approved in the City of Newark ‑ Ironbound Special Improvement District Ordinance. As such, the Corporation shall have the powers and comply with all requirements as set forth in the Act and in the Ironbound Special Improvement District Ordinance.

            (b) Serve the special improvement district, the business community and the town government to formulate, promote and implement the economic revitalization and general welfare of the special improvement district and the City of Newark;

            (c) Promote and preserve the cultural, historic, tourist and civic interests of the special improvement district and the City of Newark;

            (d) Mobilize available public and private resources for the purposes set forth herein;

            (e) Provide a mechanism by which service firms, retail establishments, property owners, employers, citizens, and others can cooperate to promote business opportunities, employment, consumer choices, shopper's facilities, and the general civil interest;

            (f) Form affiliated corporations, non‑profit or for profit, to help carry out its purposes; and

            (g) To do any other act incidental to or connected with the foregoing purposes or any advancement thereof, either directly or indirectly, either alone or in conjunction or cooperation with others; to do any and all lawful acts and things and to engage in any and all lawful activities which may be necessary, useful, suitable, desirable or proper for the furtherance, accomplishment, fostering, or attainment of any or all of the purposes for which the Corporation is organized; and to aid or assist other organizations whose activities are  such as to further accomplish, foster, or attain any of such purposes.

            (h) Notwithstanding any other provision of these By‑laws, the Corporation shall not conduct any activities not permitted to be carried on by (i) a corporation exempt from Federal income tax under section 501(c)(3) of the Code (or the corresponding provision of any future United States Internal Revenue Law) or (ii) a corporation permitted to deduct its contributions under Section 170(c)(2) of the Code (or the corresponding provision of any future United States Internal Revenue Law).

            (i) The Corporation shall not carry on propaganda or otherwise attempt to influence legislation.  The Corporation shall not engage in any transaction or permit any act or omission that shall operate to deprive it of its tax‑exempt status under Section 501(c)(3) of the Code.  The Corporation shall not in any manner, including, but not limited to the publishing or distribution of statements, or to any extent participate in or intervene in any political campaign on behalf of any candidate for public office nor shall it engage in any  "prohibitive transaction" as defined in Section 503(b) of the Code.

            (j) The Corporation shall not have capital stock, and no stock or shares shall be issued.  No incorporator, Director or officer shall at any time be considered to be an owner of any of the assets, property, or income of the Corporation, nor shall he or she, by distribution, liquidation, dissolution, or in any manner, be entitled to or receive any said assets, property or income, all of which shall be devoted exclusively and forever to the purposes of the Corporation or disposed of herein provided.  The Corporation is organized   and shall operate not for profit, and no part of its net earnings shall inure or may lawfully inure to the benefit of any private shareholder, incorporator, director, officer or individual.  The above provisions, however, shall not prevent the payment of reasonable compensation to any person, organization, firm, or corporation for services rendered to the Corporation.

           (k) The Corporation also has such powers as are or may hereafter be granted under laws of New Jersey that are in furtherance of the Corporation's exempt purposes within the meaning of Section 501(c)(3) of the Code or the corresponding section of any future Federal tax code. 

ARTICLE III
MEMBERS

            3.01 Membership.  The members of the Corporation (the "Members") shall be as  follows:

            (a) each owner of real estate that is subject to assessment by the Special Improvement  District (the "Assessed Property"); and

            (b) each owner of a business (a "Business") that is (i) located within the Assessed  Property, (ii) has been operating for twelve (12) consecutive months prior to the Annual  Meeting, as such term is defined in Article5.01 hereof, and (iii) has had at least one (1) full  time employee during the twelve (12) consecutive months prior to the Annual Meeting of  the Directors; provided, however, that Businesses located in the same Assessed Property that  employ any of the same individuals shall be deemed to be the same Business for purposes  of this Article 3.01. Therefore, each Business shall be entitled to only one (1) membership  in the Corporation.

            (c) If two (2) or more people own a controlling interest in one (1) or more properties  and/or businesses, said controlling group shall designate one (1) person as the Member to  represent all of such properties and/or businesses collectively. 

            (d) Membership is assigned to a single person, and no person shall hold more than one (1) membership interest, either as an individual or as part of a business entity. 

            3.02 Rights of Members.  The rights of each Member shall be limited to voting for  the Directors of the Corporation as set forth in Article IV hereof.

            3.03 No Transfers of Membership Interests.  No Member, directly or indirectly, shall assign, transfer, hypothecate, pledge, encumber, give or otherwise voluntarily or involuntarily dispose of any or all of his or her Membership Interest in the Corporation.

ARTICLE IV
BOARD OF DIRECTORS

            4.01 Board of Directors. There shall be twenty-three (23) members of the Board of Directors of the Corporation. Each Director must be at least eighteen (18) years of age.  The policies, activities, and affairs of the Corporation shall be determined and managed by the Board of Directors who shall exercise all the powers of the Corporation and shall keep full and fair accounts of all its transactions, and formulate and approve the yearly budget of the Corporation.  For designation purposes the Board of Directors is referred to, in these By‑ laws, as the "Board", and each person serving on the Board is referred to individually as  "Director," and, if more than one (1) director is referred to, as "Directors" (as set forth in  Article 1.02, "Directors" is used herein to refer to "Trustees" as such term is defined under  the New Jersey Nonprofit Corporation Act).

            4.02 Term of Office. The elected Directors shall be divided into three (3) classes, with seven (7) Directors in the first class (the "Class A"), six (6) Directors in the second class (the  "Class B") and the balance of Directors in the third class (the "Class C"). The term of office of Class A shall expire at the second (2nd) Annual Meeting of the Corporation after their election to the Board; the term of office of Class B shall expire at the third (3rd) succeeding Annual Meeting of the Corporation after their election to the Board, and the term of office of Class C shall expire at the fourth (4th) succeeding Annual Meeting of the Corporation after  their election to the Board.  Except as otherwise provided in Article 4.03(b), once the initial terms of the three (3) classes of Directors have expired the successor Directors shall be elected for a term of three (3) years, such that the term of office of one class shall expire annually.

            4.03 Composition of the Board of Directors.  The Board shall be comprised of the   following:

            (a) There shall be twenty‑one (21) Directors elected by the Board of Directors at the September or October full Board Meeting (the "Elected Directors"), as such term is defined in Article 5.01, two (2) Selected Directors, and two (2) Appointed Directors.  The Elected & Selected Directors shall be voting Directors.

            a.1) From the Ferry Street business area: There shall be six (6) Business owners who own their property; five (5) Business owners who are tenants in the Assessed Property; two (2) owners of Assessed Properties who are landlords; one (1) resident within the geographical area of the Special Improvement District; and three (3) regional At-Large community/business people elected by the Board.

            a.2) From the Wilson Avenue business area: There shall be four (4) At large Directors who may be commercial landlords, property owners, owner-operators, or business renters from the Wilson Avenue portion of the IBID to include any side streets that may be added to the IBID the Wilson Avenue business area.

            (b) There shall be two (2) Directors appointed by the City of Newark ("Selected Directors").  The Selected Directors shall be voting Directors, and shall be comprised of one  (1) East Ward Council person, and the Mayor of Newark or such other designee.  The Selected Directors shall be appointed by and serve at the discretion of the City of Newark.  All four At-Large Council people are selected to the Board as non-voting members.

            (c) There may be two (2) Directors elected by the voting Members of the Board at the Annual Meeting who are members of Community Organizations (the "Appointed Directors").  The Appointed Directors shall be non‑voting Directors, and shall consist of the following:

                    (i) a board officer or executive director of an established social service  oriented community agency with at least ten (10) years of professional service and a  budget over three hundred thousand dollars ($300,000); and

                    (ii)   the president or designee of an Ironbound business/ industry organization  who has at least five (5) years of service; and

            4.04 Election of Directors

            (a) Except as set forth in Article 4.03(b) hereof, Directors shall be elected by plurality  vote of Members.

            (b) The election of Directors shall be held annually in the month of September or October  ("Election Meeting"). The date, time and place of the Election Meeting shall be determined by the Board at the Annual Meeting of the Directors.  Except as set forth in 4.03 (b) hereof, Directors shall be nominated by the sitting Board of Directors and by requesting nominations from the IBID membership by regular mail by August 1st of each year, then approved by majority vote by a quorum of the sitting Board of Directors, and then elected by plurality vote of the Board.

.            (c) The Members shall nominate as follows:

                    (i) Each Member, or his, her or its designee, who is the owner of Assessed Property shall be entitled to one (1) Special Improvement District nomination; and

                    (ii) Each Member, or his, her or its designee, who is the owner of a Business  shall be entitled to one (1) Special Improvement District nomination.

                    (iii) Each Member may only have one (1) nomination regardless of how many  properties or businesses he or she owns.

                    (iv) If two (2) or more people own a controlling interest in one or more  properties or businesses, that controlling group shall designate one (1) person as the Member  to represent them and to cast a nomination.

             4.05 Removal of Directors.

            (a) At any meeting of the Directors, duly called and at which a quorum is present, the voting Directors may, by a majority vote, remove for cause any Director from office and may elect a successor to serve for the balance of the term of such removed Director;

            (b) A Director shall be deemed to have been automatically removed from office for cause without further action being necessary on the part of such Director or on the part of the Board, in the event that such Director fails to attend three (3) consecutive regular meetings of the full Board.  Following the removal of a Director in the manner provided in this Article 4.05(b), the Secretary of the Corporation shall report such fact to the Board at the meeting of the Board next following the third absence; or

            (c) A Director shall be deemed to have been automatically removed from office for cause without further action being necessary on the part of such Director or on the part of the Board, in the event that such Director fails to attend at least 3/4ths of the regular meetings of the Board in any calendar year.  Following the removal of a Director in the manner provided in this Article 4.05(c), the Secretary of the Corporation shall report such fact to the Board at the meeting of the Board next following the absence causing the removal; or

            (d) Vacancies occurring in the Board for any reason may be filled by a vote of majority of the Directors then in office. A Director elected to fill a vacancy shall be elected to hold office for the unexpired term of his or her predecessor.

            (e) Notwithstanding the provisions of Articles 4.05(b) and (c) hereof, upon the removal of a Director pursuant to either such provision, the removed Director may petition the Board in writing for reinstatement as a Director of the Corporation.  Any such petition for reinstatement must (i) set forth in detail an explanation for each absence which explanation must demonstrate just cause for the reinstatement and (ii) must be received by the Secretary of the Corporation not later than ten (10) days prior to a regularly scheduled Board meeting in order for such petition to be considered at such meeting.  Upon the receipt of any such petition for reinstatement by the Corporation, the Board at its next regularly scheduled meeting following receipt of any such petition in accordance with this Article 4.05(e) shall consider each such petition and only upon the affirmative vote of a majority of the Directors present shall such removed Director be reinstated.  A reinstated Director shall be deemed to have no absences upon such reinstatement.  (f) This Article 4.05 shall not apply to the Selected Directors.

            (f) Notwithstanding existing elected officials, a Director will be removed from the  Board of Directors immediately if they declare formally or informally an intention to run for public office other than the school boards level in the County of Essex.

ARTICLE V
MEETINGS OF THE DIRECTORS

            5.01 Annual Meeting.   The annual meeting of the Directors shall be held in December of each year (the "Annual Meeting") for the election of officers and to conduct such other business as may come before the Board. The Secretary shall cause to be mailed to each Director at his or her address a notice stating the time and place of the Annual Meeting.  All voting shall take place at said meeting.  Officers shall be elected by a majority of the full membership of the Board, excluding vacancies.  Officers elected at the Annual Meeting shall take office effective immediately upon election.

            5.02 Regular Meetings.   Regular meetings of the Board of Directors shall be held at least four (4) time per year, which shall include the Annual Meeting. The other three (3) dates shall be established by the Board of Directors at its Annual Meeting.  Meetings shall be held at locations and at times chosen by the Directors at the Annual Meeting, and no additional notice of place, day and hour of regularly scheduled meetings need be given to any Director

5.03 Initial Meeting.  

            (a)  At the initial meeting the Corporation, the Board shall be appointed to serve until  the first Election Meeting by the Ironbound Special Improvement District Steering Committee in accordance with its final report and recommendations. Thereafter, the Board shall be elected at the Election Meeting as provided in Article 4.04 hereof.

            (b)   At the initial meeting of the Corporation, the officers shall be elected by the initial Board to serve until the first Annual Meeting.  Thereafter, the officers of the Corporation shall be elected by the Board at the Annual Meeting.

            5.04 Special Meetings.  Special meetings of the Board may be called by the President.  Notice of the place, day and hour of such special meeting shall be given to each  Director at least twenty‑four (24) hours before the meeting, by delivering notice to him  personally, or by delivering the same at his or her residence or usual place of business, or by  contacting him or her by telephone. Any notice of a special meeting shall state the business to be transacted.

            5.05 Quorum & Electronic Voting.  A quorum at the meetings of the full Board shall consist of a majority of those Directors present at such meetings; however, at a minimum five (5) voting members of the Board, excluding vacancies, must be present in order to vote on any measure.  A quorum of three (3) people of which one must be an officer must be present for the Executive Committee Meetings. Except as otherwise provided in the Certificate of Incorporation, these By‑Laws or the laws of the State of New Jersey, a quorum  shall be sufficient to pass any measure. In the absence of a quorum, the Directors present by a majority vote and without notice other than by announcement may adjourn the meeting, from time to time, until a quorum shall attend. At any such meeting after an adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the adjourned meeting as originally notified. Committees and subcommittees do not have a quorum requirement, but must consists of two members, one of which may be staff of the organization.    Meetings may take place electronically by telephone, and/or through the Internet and will be recorded by electronic vote and added to the minutes.

            5.06 Compensation. No compensation shall be paid to any officer or Director.  Nothing herein shall prevent any officer or Director from being reimbursed for out‑of‑pocket expenses or compensated for services rendered in any other capacity to or for the Corporation, provided, however, that any such expenses incurred or services rendered shall have been authorized in advance by resolution of the Board.

            5.07 Contracts and Service.  The members, Directors and officers of the  Corporation may be interested directly or indirectly in any contract relating to or incidental  to the operations conducted by the Corporation, and may freely make contracts, enter  transactions, or otherwise act for and on behalf of the Corporation, notwithstanding that they  also may be acting as individuals, or a trustee of trusts, or as agents for other persons or  corporations, or may be interested in the same matters as stockholders, members, trustees,  or otherwise.  Notwithstanding the foregoing, any contract, transaction, or act on behalf of  the Corporation in a matter in which any member,  Director or officer is personally interested  as a stockholder, director, or otherwise must be disclosed to the Directors, conducted at arm's  length, shall not violate any prohibition against the Corporation's use or application of its  funds for private benefit and shall be approved in accordance with N.J.S.A. 15A:6‑8 as same  may be amended or modified and any successor statute thereto.  Common or interested  Directors may be counted in determining the presence of a quorum at a board meeting at  which such a contract or transaction is authorized, approved or ratified;  however, such  authorization, approval or ratification shall only be effective by affirmative vote of a majority  of the disinterested Directors present and voting.

ARTICLE VI
COMMITTEES OF THE BOARD OF DIRECTORS

            6.01 Committees Generally. By resolution adopted by a majority of the Board, the Board may provide for such standing or special committees with such powers and duties as it deems desirable and may discontinue the same at its pleasure. The members of all such committees shall be appointed and the committee chairman named by the President.  At least one member of each standing or special committee shall be a member of the Board; the remaining members of such committees may, but need not be, members of the Board. Each committee shall keep full and fair accounts of its transactions and accurate minutes of its  meetings. Vacancies on any committee shall be filled by the President. Selected members representing municipal elected officials on the Board may not serve as voting members of Committees or Subcommittees.

            6.02 Committee Reports. All recommendations by a committee shall be reported  in writing (includes electronically) to the Board.

            6.03 Meetings of Committees. Each committee shall meet at the call of the chairman  of the committee or any two (2) members of the committee.

            6.04 Participation in Committees. In selecting members of committees, the Board shall encourage widespread participation among members of the business community within the special improvement district and others concerned with the purposes of the Corporation.  From time to time, special committees may be named to advise the Board on issues on which additional perspective may be required and public meetings may be held to solicit advice  from those concerned about the economic well‑being of the district. 

ARTICLE VII
OFFICERS

            7.01 Executive Officers. By a quorum of the Board, excluding vacancies, at the Annual Meeting, the Board shall elect a President, a First and Second Vice President, a Treasurer, and a Secretary from among the Elected Directors to serve for a one (1) year term. By a majority of the full membership of the Board, excluding vacancies, the Board shall appoint other subordinate officers as it may desire either from within or without its membership, also to serve for one (1) year terms. Except for the offices of the President and Secretary, any person may hold more than one (1) office; provided, however,  that no  officer shall execute, acknowledge or verify any instrument in more than one capacity. The honorary position of President Emeritus may be awarded s a non-voting position.

            7.02 Vacancies.  Except as provided in Article 7.03 herein below, in the event any office becomes vacant by death resignation, retirement, removal, disqualification or any other cause, the Board may elect, by a majority vote of the full membership of the Board, excluding vacancies, an officer to fill such vacancy, and such officer shall hold office and serve until the next Annual Meeting.  In the event that any officer cannot conduct the duties of his or her office for a period exceeding sixty (60) days, the Board may deem such office vacant.

            7.03 President and First and Second Vice Presidents of the Board of Directors.

            (a) President.

                    (i)   The President shall preside at all meetings of the Corporation and of its Board.

                    (ii) The President shall have general charge and supervision of the activities  and affairs of the Corporation.

                    (iii) The President may call special meetings of the Board. 

                    (iv) The President shall have and may exercise such powers as are, from time   to time, assigned to him or her by the Board.

                    (v) With the approval of the Board and in conjunction with the Secretary, the President may enter into and execute in the name of the Corporation, contracts and other  instruments in the regular course of business, except where the execution of such instruments  is expressly delegated by resolution of the Board to another officer or agent of the  Corporation.

            (b) First Vice President.

                    (i)   In the event the President is absent or unable to act, or at the request of  the President, the First Vice President shall perform the duties and exercise the functions of  the President, and when so acting shall have the powers of the President.

                    (ii)  The First Vice President shall have such other duties as may be assigned  to him or her by the President.

            (c) Second Vice President.

                    (i)  In the event the President is absent or unable to act, or at the request of  the President, the Second Vice President shall perform the duties and exercise the functions  of the President, and when so acting shall have the powers of the President.

                 (ii)  The Second Vice President shall have such other duties as may be assigned to him or her by the President.

            7.04 Secretary.

            (a) The Secretary shall keep or cause to be kept corporate records in which shall be  entered all information required by these By‑laws or by law to be kept by the Corporation,   which shall include, but is not limited to, the minutes of the meetings of the Board in books  provided for such purpose.

            (b) The Secretary shall perform any and all legal duties under the Certificate of  Incorporation and incident to the corporate office of Secretary.

            (c) The Secretary shall be responsible for providing notice of meetings and other actions to Directors whenever required by these By‑laws or by law.

            (d) The Secretary shall be the custodian of the Corporation's seal and shall affix same to all documents which require said seal and which he or she has been authorized to execute on behalf of the Corporation and when so affixing may attest to the same.

            (e) The Secretary shall perform all other duties as, from time to time, may be assigned to the Secretary by the Board or the President.

            (f) A assistant secretary may be appointed to act solely as corporate notary. This person may be a elected Board member of a member of the staff.

            7.05 Treasurer.

            (a)  The Treasurer shall be the custodian of all funds, securities and receipts of the  Corporation,  and shall cause to be deposited in the name of the Corporation all monies and  other valuable effects in such depositories as may be designated by the Board.

            (b)   The Treasurer shall disburse the funds of the Corporation as authorized by the  Board.  The Treasurer shall keep or cause to be kept proper vouchers of all sums disbursed, and maintain complete and regular accounts in accordance with a system satisfactory to the  Board.

            (c)  Upon the request of the Board, and at least annually, the Treasurer shall submit  to the Board an account of the financial condition of the Corporation.

            (d) The Treasurer shall perform any and all legal duties under the Certificate of Incorporation and  incident to the office of a treasurer of a Corporation and such other duties  as may be assigned to him or to her by the Board or the President.

            7.06 Subordinate Officers. The Board may from time to time appoint such  subordinate officers as it may deem desirable in the manner provided herein. Each such officer shall perform such duties as the Board or the President may prescribe.

            7.07 Personnel. The Board may hire and/or retain an administrator, manager, staff and/or consultants as necessary to achieve the purposes of the Corporation.

            7.08 Removal.  Any officer of the Corporation may be removed from office with or   without cause by the affirmative vote of a majority of the Board. 

ARTICLE VIII
CONDUCT OF BUSINESS 

            8.01 Checks, Drafts, Etc.  Except as otherwise provided in these By‑Laws, all checks, drafts or other orders for payment of money, and all notes, bonds or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officers and/or Directors in such manner as shall, from time to time, be determined by resolution of the Board.  In no event shall the signatures of fewer than two (2) such officers and/or Directors be necessary to bind the Corporation on any such checks, drafts or other order for payment of money, note or other evidence of indebtedness.

            8.02 Annual Reports. There shall be prepared annually a full and correct statement of the affairs of the Corporation, including a balance sheet and statement of operations for the preceding fiscal year, audited and certified by an independent Certified Public Accountant, which shall be submitted to and reviewed by the Board at a regular meeting of the Directors and filed immediately thereafter at the principal office of the Corporation. Such  statement shall be prepared by the Treasurer, or such other executive officer of the  Corporation as may be designated by the Board, in conjunction with the independent  Certified Public Accountant.  A copy of the report shall be made available at the principal office of the Corporation for inspection by the public upon request made to Corporation.

            Within ninety (90) days after the close of each fiscal year, there shall be filed with the Mayor and Clerk of the City of Newark an annual written report for the preceding fiscal  year.

            8.03 Fiscal Year. The fiscal year of the Corporation shall be the calendar year, January 1st  with the year ending December  31st, unless otherwise provided by the Board by resolution.

            8.04 Bonds. The Board may require any officer, agent or employee of the  Corporation to give a bond to the Corporation conditioned upon the faithful discharge of his  or her duties with one or more sureties and in such amount as may be satisfactory to the  Board.

            8.05 Contracts.  Except as otherwise provided in these By‑Laws, the Board, by resolution, may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation, and such authority may be general or confined to specific instances.

            8.06 Deposits.  All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board by resolution may select or as may be designated by any officer or officers, agent or agents of the Corporation to whom such power is delegated by resolution of the Board.

            8.07 Acceptance of Gifts.  The Board or any officer or officers, agent or agents of the Corporation to whom such authority is delegated by resolution of the Board may accept on behalf of the Corporation any contribution, gift, grant, bequest or devise for the general purposes or for any special purpose of the Corporation followed by proper acknowledgment.

ARTICLE XIV
AMENDMENTS

            9.01 Amendments. A motion to amend, alter, repeal, or enact a new By‑law may be introduced, considered, discussed and voted on at any meeting of the Board, provided at least ten (10) days prior to such meeting a full written statement of the exact language of the motion and the time, place and date of the meeting when the motion(s) will be introduced has been forwarded to every member of the Board by regular mail. An affirmative vote of  a quorum of the Board shall be required to carry said motion. The procedures and  notice of requirements of this section shall apply irrespective of any contrary provisions  which may be contained in these By‑Laws.

 ARTICLE X
INDEMNIFICATION; EXCULPATION

            10.01 Indemnification.

            (a) For the purposes of this Article X, all definitions set forth in N.J.S.A. 15A:3‑4,  as amended from time to time, shall apply.

            (b)  Indemnification of any person who is a director, officer, employee or corporate  agent of the Corporation shall be provided to the fullest extent permitted by N.J.S.A. 15A:3‑  4 as same may be amended or modified and any successor statute thereto or any other  applicable provision of law.  Such indemnification shall include, without limitation, indemnification against the actual amount of net loss including counsel fees, reasonably incurred by or imposed upon him or her in connection with such action, except as to matters for which he or she shall be ultimately found in such action to be liable for gross negligence or willful misconduct.  In the event of any settlement of such a case, indemnification shall be provided only in connection with such matters covered by the settlement as to which the Corporation is advised by counsel that the person to be indemnified had not been guilty of gross negligence or willful misconduct.

            (c) Any corporate agent may be insured by insurance purchased and maintained by  the Corporation against any expenses incurred in any such proceeding and any liabilities  asserted against the corporate agent in the capacity as corporate agent, whether or not the  Corporation would have the power to indemnify such corporate agent under N.J.S.A. 15A:3‑  4 as same may be amended or modified and any successor statute thereto.

            10.02 Exculpation.  Unless acting in bad faith, neither the Board as a body nor any Director, officer or corporate agent shall be personally liable to any Member of the Corporation in any respect for any action or lack of action arising out of the execution of his or her office.  Each Member of the Corporation shall be bound by the good faith actions of the Board, officers and corporate agents of the Corporation, in the execution of the duties and powers of said Directors, officers and corporate agents.  However, nothing contained herein shall be construed so as to exculpate Directors, or any of them, from discharging their fiduciary responsibilities. 

            10.03 Interpretation.  This Article X is subject to N.J.S.A. 15A:3‑4 as same may be  amended or modified and any successor statute thereto.  Nothing in this Article X shall be construed so as to conflict with or violate the terms of N.J.S.A. 15A:3‑4.  Any and all requests for indemnification under this Article X shall be made, and shall be heard and decided by the Board, in accordance with the applicable terms of N.J.S.A. 15A:3‑4.

 

ARTICLE XI

 DISSOLUTION

            11.01 Dissolution. Upon the dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Code (or the 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 so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the Corporation 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.

 

CERTIFICATE

            I, the undersigned Secretary of the IRONBOUND BUSINESS IMPROVEMENT  DISTRICT MANAGEMENT CORPORATION, hereby certify that the above is a true copy  of the By‑Laws of said Corporation duly adopted and in full force and effect.

                                                                                                Christopher Silva

                                                                                                SECRETARY                                                                    

 

DATED:   June 3, 2013

Upcoming Newark Events, Great Shopping & Dining – Go Ironbound!!

NJPAC

12/1-3 Hough Plays Rachmaninoff
12/2-3/17 Books on the Move 2017-2018
12/2 SAD! A Happy Evening with Stephen Colbert & Samantha Bee
12/3 Say it With Music: The Best of Irving Berlin
12/5 Israel at 70: A Personal Perspective
12/7-5/3 PSE&G True Diversity Film Series
12/7 An Evening with Savion Glover
12/7-4/29 Dance Workshops
12/7 Joe, with special guests 112, Next and Total
12/9-10 PAW Patrol Live!
12/13 An Evening with Neil deGrasse Tyson
12/14 HOT 97 Hot for the Holidays with Chris Brown, 21 Savage, Cardi B, Dave East & Tee Grizzley
12/15 Hip Hop Nutcracker Dance Workshop
12/15 The Hip Hop Nutcracker featuring Kurtis Blow
12/16 NJPAC Kwanzaa Festival and Marketplace
12/16 Forces of Nature Dance Company
12/16 The Nutcracker
12/17 Handel’s Messiah
12/20-5/23 Jazz in the Stacks
12/20 Straight No Chaser
12/21-5/17 Jazz Jam Sessions
12/29 Video Games Live
12/30 Michael Carbonaro
12/31 Charlie Wilson: New Year’s Eve Celebration

 

Prudential Center

12/1-3 Garth Brooks
12/8 NJ Devils vs Columbus Bluejackets
12/9 Never Forget Tribute Classic
12/12 NJ Devils vs Los Angeles Kings
12/14 Hot 97’s Hot for the Holidays
12/15 NJ Devils vs Dallas Stars
12/16 Ozuna Odisea Society Tour with Wisin
12/18 NJ Devils vs Anaheim Ducks
12/19 WWE Smackdown Live
12/20 Seton Hall vs Wagner
12/21 NJ Devils vs NY Rangers
12/23 Seton Hall vs Manhattan
12/23 NJ Devils vs Chicago Blackhawks
12/26 Trans-Siberian Orchestra
12/27 NJ Devils vs Detroit Red Wings
12/28 Seton Hall vs Creighton
12/29 NJ Devils vs Buffalo Sabres
12/30 Harlem Globetrotters
12/31 Seton Hall vs St. John’s

 

Click Here for complete listings of Ironbound businesses and restaurants!

 

Economic Development is Booming in the Ironbound District!

 

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