BYLAWS OF
CRYSTAL LAKE COMMUNITY BEACH INC 

ARTICLE I

General

Section 1. Name and Location

The name of the Organization is Crystal Lake Community Beach, Inc (“CLCB”). The beach is located at, and consists of, Block 1501 Lot 53 of the 2015 Tax Assessment Map of the Borough of Oakland, Bergen County, NJ.

Section 2. Purpose and Powers

1. CLCB is a not-for-profit corporation that is organized and operated to revitalize and promote the centrally located open space described above as a unique venue for people in and connected to our town (Oakland, NJ) for educational, recreational, and community building purposes, and to engage in any lawful act for a nonprofit corporation.
2. Notwithstanding any other provision of the Articles of Incorporation or these Bylaws, neither the Board of Directors (“Board”) nor CLCB shall have the power or authority to do any act that will prevent it from being an organization described in the Internal Revenue Code (the “Code”) §§ 170(c)(2)(B), 501(c)(7), 2055(a)(2), and 2522(a)(2), or corresponding provisions of any subsequent federal tax laws. CLCB shall be and hereby is empowered to lease or acquire and own personal property, equipment, intellectual property, and land for use for corporate purposes.

Section 3. Annual Meeting

The annual meeting of CLCB shall be held each March at a time and place set forth by resolution of the Board.

Section 4. Fiscal Year

The fiscal year of CLCB shall begin on January 1 and end on December 31.

ARTICLE II

Members

CLCB shall have no members. This is not to be confused with those who purchase memberships (“Beach Members”) in order to enjoy the beach and/or activities/events run by CLCB. These Beach Members are patrons/customers and do not hold any voting rights unless elected to the Board of Directors.      

ARTICLE III

Board of Directors

Section 1. Powers of the Board of Directors

Except as otherwise required by law, as provided in the Articles and these Bylaws, all details of the operation and management of CLCB and its affairs and property are vested in the Board.

Section 2. Number and Term

In its inaugural year, the CLCB Board shall consist of no fewer than nine (9) individuals (the “Directors”) who shall serve for two-year staggered terms, or until a qualified successor has been duly appointed. In order to achieve the staggered terms described in the preceding sentence, the initial Board shall consist of one Director or group of Directors appointed to an initial one-year term, one Director or group of Directors appointed to an initial two-year term, and one Director or group of Directors appointed to an initial three-year term. Each Director shall hold office commencing on the day of his or her appointment until the expiration of his or her term or, if earlier, the date of his or her resignation, death, or removal from office, or until such time as these Bylaws are amended by a resolution of the Board to restructure the Board and/or its terms. Directors may serve up to two consecutive terms before taking at least one year off as a Director. Following the end of that year, the individual may become a Director again if elected pursuant to Art. III, Section 3, below.

Section 3. Election of Directors and Vacancies

The Directors shall be elected at the duly held annual meeting, or, in the event of a vacancy, at a meeting called for the purpose of electing Directors. A majority vote of the Directors present at such meeting shall be sufficient for election of a Director or filling a vacancy. A Director who has resigned but not yet vacated office may vote in the election of his or her successor.

Section 4. Meetings of the Board

Regular Meetings. The Board shall hold regular meetings, as fixed by these Bylaws or by resolution of the Board, for the purpose of transacting business that may come before the Board. These regular meetings shall be held at least monthly from September through April (the “off season”), and/or more often from May through August (the “in season”), as needed. The Annual Meeting shall count as one of the monthly  meetings. Regular meetings of the Board may be held without formal notice of the date, time, place, or purpose of the meeting to the Directors. A general day and time will be established for convenience of scheduling, but may be changed as needed without formal notice. Meetings of the Board, including the Annual Meeting, will generally be held at the principal office of CLCB but may be held elsewhere either inside or outside the State of New Jersey, as set forth by resolution of the Board.

Special Meetings. In addition to regular meetings, a special meeting of the Board may be called by two (2) Directors or by the President, for any lawful purpose upon two (2) days’ notice, or less, if amenable to the majority of Directors

A special meeting shall be held at such date, time, and place inside or outside the State of New Jersey as is specified in the call of the meeting. Notice of the date, time, and place of each special meeting shall be sent by the Secretary of the Organization, or by the person or persons calling the meeting, to each Director. The notice need not describe the purpose of the special meeting.

Means of Communication. All meetings of the Board shall be in person, telephonic, or via other user-identified means (webcams, digital uplinks, etc.) whereby all Directors may simultaneously hear each other during the meeting. Proxies are only allowed at any meeting at the discretion of the President, but shall be allowed for all Directors if allowed at all.

Section 5. Quorum and Approval of Actions

A majority of Directors in office when action is taken shall be necessary to constitute a quorum for the transaction of any business at a meeting of the Board. The affirmative vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by law, the Articles, or these Bylaws.

Section 6. Board Action by Means Other Than Meeting

Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if a written consent describing the action is signed by each Director and the written consent is included in the minutes or filed with the corporate records. The Board may adopt procedures to allow Directors to sign a written consent by electronic means. Action taken under this section is effective when the last Director signs the consent unless the consent specifies a prior or subsequent effective date.

Email: Where feasible, permitted by these Bylaws, and appropriate, email will be used for official Notices and other official communication. Email may also be used for voting of the Board when a meeting cannot be convened and/or to obtain quorum for a vote. 

Section 7. Attendance

Attendance at Board meetings shall be a matter of record. Directors are expected to attend all Board meetings unless excused by the President or Vice President. The unexcused absence of a Director from three (3) consecutive meetings of the Board shall be deemed as tendering a resignation as provided in Section 8 below. The Board may accept such resignation by Board action at any succeeding meeting provided, however, that if the Director attends one or more meetings of the Board before the Board takes action to accept the resignation, the Director’s attendance shall be deemed to void the resignation.

Section 8. Resignation and Removal of Directors

Resignation. A Director may resign at any time by providing written notice to the Board. The Director’s resignation shall be effective immediately upon receipt unless a subsequent effective date is specified in the written notice. A Director shall be deemed to have tendered his or her resignation as the result of three (3) consecutive, unexcused absences from regular or special meetings of the Board as described in more detail in Art. III, Section 7, above.

Removal. A Director may be removed by majority vote of the Board at a duly called meeting or by a majority of the Directors, with cause, at any regular or special meeting of the Board, provided that written notice of the proposed removal is mailed or emailed to the Director at least ten days prior to the meeting at which the removal will be proposed. Voting to remove a Director may only be conducted in person, not electronically, nor by proxy, at a meeting subsequent to the one for which written notice was provided to the Director proposed to be removed.

Section 9. Committees

1. Standing as well as ad hoc or temporary committees shall be established by the Board from time to time as necessary to further the purposes of the Organization, and shall be accountable to the Board. There shall be at least one Director on each committee. The fact that an individual is on a committee does not mean that individual is entitled to become a Director.
2. Committees shall not: (1) Authorize distributions; (2) Fill vacancies on the board of Directors or on a committee; (3) Adopt, amend, or repeal articles of incorporation or bylaws; (4) Approve a plan of conversion or plan of merger; or (5) Approve a sale, lease, exchange, or other disposition of all, or substantially all, of its property, with or without goodwill, otherwise than in the usual and regular course of business.
3. Meetings and actions of all committees shall be governed by, and held and taken in accordance with, the provisions of these Bylaws, concerning meetings and actions of Directors, with such changes as are necessary to substitute the committee and its members for the Board and the Directors.

Section 10. Qualifications

Each Director shall be an individual who shares a genuine interest in CLCB’s mission and has at least one (1) year of experience in some form of organizational administrative activity. Each Director shall also be a Beach Member for at least 2 years prior to joining the Board. Each Director shall also fulfill any other standards or qualifications as may be required by applicable law.

ARTICLE IV 

Officers

Section 1. Officers of the Organization

The Officers of CLCB shall be the President, Vice-President, if elected, Secretary, and Treasurer, and such other Officers as the Board may otherwise elect. Except for the offices of the President and Vice-President, if elected, an Officer may simultaneously hold more than one (1) office. No officer shall execute, acknowledge, or verify any instrument in more than one capacity if the instrument is required by law or the bylaws to be executed, acknowledged, or verified by two or more officers.

Section 2. Powers of Officers

The duties of the Officers shall include all duties imposed by law, and:

1. The President shall preside at all meetings of the Board, appoint committees and direct the operation of the Board in conformance with the Articles, Bylaws and resolutions of the Board. The President shall be primarily responsible for all day-to-day operations as well as for proposing and implementing corporate policies. The President shall be a Director.
2. If a Vice-President is elected, the Vice-President shall assume all the duties of the President in the event of his/her absence or disability and perform such other functions as assigned by the President. The Vice-President shall be a Director.
3. The Secretary shall be the custodian of all papers, books, and records of CLCB other than books of account and financial records. The Secretary shall keep an accurate record of the proceedings of the meetings of the Board and ensure that minutes and records are kept for each committee of the Board. The Secretary shall authenticate records of CLCB as necessary. The Secretary shall also ensure that corporate records and other information as required by state or local law are adequately maintained in conformance with such laws and be responsible for the filing of annual reports as required. The Secretary shall perform the duties usual to such a position, serve as the President where there is no Vice- President and the President is absent, and such other duties as the Board or the President may prescribe. The Secretary shall be a Director.
4. The Treasurer shall receive and safely keep all funds of CLCB, make approved disbursements, and maintain an accurate accounting of all financial transactions. All notes, securities, and other assets coming into the possession of CLCB shall be received, accounted for, and placed in safekeeping as the Treasurer may from time to time prescribe. The Treasurer shall furnish, whenever required by the Board or the President, a statement of the financial condition of CLCB and shall perform the duties usual to the position and such other duties as the Board or President may prescribe. The Treasurer shall be a Director.

Section 3. Appointment of Officers

The Board shall elect the Officers at the annual meeting. Those Officers shall serve a one- year term or until a successor has been duly elected and qualified. Officers may, at the discretion of the Board, serve multiple consecutive terms.

Section 4. Removal or Resignation of Officers

An Officer may be removed by majority vote of the Board, with or without cause, at any regular or special meeting of the Board, provided that written notice of the proposed removal is sent to the Officer at least ten days prior to the meeting at which the removal will be proposed. Officers may resign by providing written notice to the President and/or Secretary of the Board. Any vacancy that occurs in any office shall be filled by the Board, and the person appointed to fill the vacancy shall hold such office until the expiration of the term vacated.

ARTICLE V 

Indemnification

Section 1. Indemnification

CLCB shall indemnify each current and former Director of the Board and each of CLCB’s Officers and former Officers for the defense of civil and criminal actions or proceedings as hereinafter provided and, notwithstanding any provision in these Bylaws to the contrary, in a manner and to the full extent permitted by applicable law as may from time to time be in effect.

CLCB shall indemnify each current and former Director of the Board and Officers and former Officers from and against any and all judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys’ fees, actually and necessarily incurred or imposed as a result of such action or proceeding or any appeal thereof, imposed upon or asserted against him or her by reason of being or having been such a Director or Officer and acting within the scope of his or her official duties, except where such Officer or Director is adjudged, in a final non-appealable order, decision or holding, to be liable for negligence or misconduct in the performance of a duty which directly gave rise to the action or proceeding.

This indemnification shall apply to all judgments, fines, amounts in settlement, and reasonable expenses described above as incurred whenever arising and the right of indemnification in these Bylaws shall be in addition to any and all rights to which any current or former Director or Officer of CLCB might otherwise be entitled and these provisions shall neither impair not adversely affect these rights.

Section 2. Purchase of Insurance

The Board is authorized and empowered to purchase insurance covering CLCB’s liabilities and obligations under this Art. V and insurance protecting CLCB’s Directors, Officers, employees, agents, and/or other persons.

ARTICLE VI

Provisions for Regulation
and Conduct of the Affairs of the Organization

Section 1. Distribution of Property Upon the Dissolution of Organization

If CLCB is dissolved, all of its property remaining after payment and discharge of its obligations shall be transferred and conveyed, subject to any contractual or legal requirement, to one or more organizations that have been selected by the Board pursuant to the applicable provision in the Articles. Any property not so transferred shall be disposed of by the Circuit or Superior Court of the county in which the registered office of CLCB is then located, exclusively for such tax-exempt purposes or to such tax-exempt organizations as such Court shall determine.

Section 2. Conflict of Interest

Directors and Officers shall abide by the Conflict of Interest Policy adopted by the Board. The Conflict of Interest Policy shall provide that Directors, Officers and employees shall carry out their respective duties in a fashion that avoids actual, potential, or perceived conflicts of interest. Directors will not be compensated for their service on the Board. Some Directors may be employed by CLCB to work on projects of CLCB for which they will be compensated. Any Director receiving compensation as an employee or independent contractor of CLCB must abstain from voting on matters directly related to that compensation.

Section 3. Notice

1. All notices sent by CLCB, the Board, individual Directors, or any combination thereof shall be sent pursuant to the procedures detailed herein.
2. Oral notice shall include communications via phone call, voicemail, in- person, webcam, or any other similar means of communication.
3. Oral notice shall be effective when communicated.
4. Written notice shall include communications via mail or other similar delivery method, electronic mail, fax, or other electronic means capable of verification.
5. Written notice shall be effective at the earliest of the following: (a) when received; (b) five (5) days after the notice is mailed, as evidenced by the postmark or private carrier receipt, if mailed correctly addressed to the address listed in the most current records of CLCB; (c) on the date shown on the return receipt, if sent by registered or certified United States mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or (d) on the date sent by electronic mail, text, fax, or other similar means if sent using the correct information listed in the most current records of CLCB and such did not bounce as undeliverable or fail to send.

ARTICLE VII
Contracts, Checks, Loans, Deposits, and Gifts

Section 1. Contracts

The Board may authorize one (1) or more Officers, agents, or employees of CLCB to enter into any contract or execute any instrument on its behalf. The authorization may be general or confined to specific instances. Unless so authorized by the Board, no Officer, agent, or employee shall have any power to bind CLCB or to render it liable for any purpose or amount.

Contracts for fundraising purposes, vendors or non-material operations can be executed without Board approval but must be signed by an Officer.

Section 2. Checks

All checks, drafts, or other orders for the payment of money by CLCB shall be signed by one (1) of either the President, Vice-President or Treasurer if under $1,000. Amounts over $1,000 require two (2) signatures of any of the aforementioned Officers.

Section 3. Loans

Unless authorized by the Board, no loan shall be made by or contracted for on behalf of  CLCB and no evidence of indebtedness shall be issued in its name. The authorization may be general or confined to specific instances.

Section 4. Deposits

All CLCB funds shall be deposited to its credit in the bank(s) or other depositaries as the Board may designate. The designation may be general or confined to specific instances.

Section 5. Gifts

The Board may accept on behalf of CLCB any gift, grant, bequest, devise, or other contribution for the purposes of CLCB on such terms and conditions as the Board shall determine.

ARTICLE VIII
Amendments to the Bylaws or Articles of Incorporation

These Bylaws and the Articles may be amended, by a two-thirds (2/3) vote, at any duly called meeting of the Board.

The above Bylaws were adopted by majority vote of the Board on May 11, 2023.