This instrument constitutes the By-Laws of the of the Common-Interest Homeowners Coalition of New Jersey, a non profit corporation, adopted for the purpose of regulating and managing the internal affairs of the organization.

Article I. Name
The name of the organization shall be Common-Interest Homeowners Coalition of New Jersey.
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Article II Mission and Purposes
A. Mission. The mission of the Common-Interest Homeowners Coalition of New Jersey is to serve as the independent voice for homeowners in New Jersey residential community associations, to promote and strengthen democratic governance, and to advance the general welfare of homeowners.

B. Purposes. As an independent organization composed of owners of homes in common-interest residential associations, including but not limited to condominiums, town houses, planned unit developments, and cooperatives, the C-IHC will serve as the voice of such homeowners to legislators and government officials, industry practitioners, association Boards of Trustees, and the general public, on matters directly related to residency in homeowner associations. The C-IHC will, on its own and with others, develop appropriate principles, procedures and practices of democratic association governance; work to remove impediments to such practices; and establish legal and other mechanisms to ensure vigorous enforcement of these democratic procedures. The general aim is to ensure a democratic experience to homeowners at the most local level of governance as a means of strengthening these processes in the larger community, state, and nation. The Coalition will promote these purposes through advocacy, research, education, and communication of information.
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Article III. Membership
A. Open Membership. Membership is open to any homeowner member of a New Jersey residential community association who shares in the purposes of the C-IHC upon payment of dues as established by the Board of Trustees. Members who move out of the association housing to continue to belong to C-IHC. Non HOA residents are allowed to join C-IHC.

Association Membership Classes and Dues. A membership category of Associate Member is hereby established.

Associate Membership is open to any homeowner member of a New Jersey residential association who shares in the purposes of the Common Interest Homeowners Coalition. Associate Members are entitled to attend meetings, to vote, but are not eligible to hold office: and in lieu of paying dues Associate Members do not receive free individual mailings of C-IHC notices and reports.

B. Membership Classes and Dues.

Founding Member: $25 Charter contribution plus $25 Annual Dues
Sustaining Member: $25 Annual Dues
Regular Member: $20 Annual Dues (dues increased from $15 to $20 a year starting in May of 2003)

C. Dues are payable May 1st of each year.

D. All Members shall be entitled to vote and to participate in the work done by the various Committees, and shall be eligible to hold office.

C. All meetings of the Membership, the Board, and Committees, shall be open, using as model the applicable provisions of New Jersey Open Public Meetings Act (N.J.S. 10:4-6 to 10:4-21).

D. Any Member may, upon reasonable notice to the Board, see the financial records, Board Minutes, and other records of the organization, excepting only the Minutes dealing with specific subjects that the New Jersey Open Public Meetings Act requires to be held confidential.
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Article IV. Meetings of the Membership
A. The Annual Meeting of the organization, for the election of Trustees and Officers and for the transaction of such other business as may properly come before it, shall be held on the date and at the place set each year by the Board. A summary of the year's activities shall be presented at that time. Annual reports of Officers and Committees shall be submitted in writing to the Board and filed with the Minutes.

B. The Secretary shall mail notice of the Annual Meeting to all Members no more than 60 days and no less than 30 days before the meeting. The notice shall include the slate of nominees for the Board of Trustees and the candidates' resumes.

C. In the event the Board of Trustees fails to call the Annual Meeting at the designated time, any five (5) Members may make demand that such meeting be held within a reasonable time.

D. Meetings of the Membership may be called at any time by the President, the Board of Trustees, or by any ten Members of the organization. Before such a meeting, the Secretary shall mail a notice to all Members stating the agenda or purposes of the meeting.

E. A quorum at any Annual or other meeting of the Membership shall consist of a majority of paid-up members, either present or having submitted absentee ballots.
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Article V. Board of Trustees
A. The affairs of this Corporation shall be managed by a Board of Trustees. The Board of Trustees shall be responsible for the overall management of the organization, and shall establish policies for the conduct of organization affairs, care for the property, uphold the Bylaws, and act in the interests of the organization. The Board shall have the power to raise and expend funds to promote the welfare and work of the organization.

B. Membership. The Board shall consist of seven (7) members who shall include the Offices of President, Vice President, Treasurer and Secretary and Other Elected Trustees.

C. Trustees shall serve without compensation.
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Article VI. Officers
A. President. The President shall be the chief executive Officer of the Corporation and shall be responsible for the day to day operations of the Corporation. In addition, he or she shall perform such other duties as may be determined from time to time by the Board of Trustees.

B. Vice President. The Vice President shall perform such duties as may be determined from time to time by the Board of Trustees. The Vice President shall be vested with all powers of and perform all the duties of the President in the President's absence or inability to act, but only so long as such absence or inability continues.

C. Secretary. The Secretary shall attend all meetings of the Board of Trustees and prepare the agenda of Board meetings, keep the minutes of such meetings, give notices, and prepare any necessary certified copies of corporate records. The Secretary shall keep a complete list of the names and addresses of all Members of the organization. He/she shall carry on the correspondence of the organization as instructed by the Board and/or by the President of the organization, and perform other such duties as may be determined from time to time by the Board of Trustees. In the event the Secretary is absent at any meeting, the person serving as Chairperson of the meeting shall appoint a temporary Secretary to take minutes of the meeting. Minutes must be taken at all meetings of the Trustees and of Committees, and the Secretary shall arrange and require that minutes are taken and are made available by reasonable means to all Members. The Secretary shall also keep a copy of all minutes in an appropriate form as well as a Book of Resolutions.

D. Treasurer. The Treasurer shall deposit all funds of this organization to the account of the Common-Interest Homeowners Coalition at the bank designated by the Board. The Treasurer shall collect all moneys due to this organization and shall keep an account of all moneys received by and expended by or on behalf of this organization and shall make disbursements only with the approval of the Trustees voting in public, and with dual signatures. The Treasurer shall deliver to his/her successor all moneys, books, papers and other property belonging to the organization which may then be under his/her custody or control, and in the absence of or for want of such successor, shall deliver the same to the Secretary of the Board. In case of the absence or the inability of the Treasurer to act, the Board may authorize the President or any other one of the Officers of the organization to issue checks or perform such other duties of the Treasurer as may in that event become necessary. The Treasurer's accounts shall be audited annually or as often as deemed necessary by the Board.
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Article VII. Meetings of Board of Trustees
A. Board Members are expected to attend all Meetings.

B. A majority of the number of Trustees fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of the majority of the Trustees present and voting at a meeting at which a quorum is present shall be the act of the Board of Trustees.

C. The Board of Trustees shall hold, as nearly as possible, quarterly meetings, at such times and places as it may designate.

D. Written notice of all regular meetings shall be given to each Trustee at least six (6) days before such meeting, either personally or by mail. The Secretary shall prepare a written Agenda in advance of each meeting. All Members shall be notified of the meeting schedule of the Board of Trustees.

E. All Board meetings will be open to Members, using as model the applicable provisions of New Jersey Open Public Meetings Act (N.J.S. 10:4-6 to 10:4-21).

F. Special meetings of the Board of Trustees may be called at any time by the President, the Secretary or any three (3) Trustees, by giving written notice to each Trustee at least three (3) days before such meeting, in person or by mail.

G. The Secretary shall prepare written Minutes of every Meeting, which shall be approved and distributed to the Trustees within 30 days of the said Meeting. Minutes of all Meetings shall be made available, upon request, to any Member, excepting only the Minutes dealing with specific subjects that the New Jersey Open Public Meetings Act requires to be held confidential.
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Article VIII. Elections
A. Trustees shall be elected by the Membership at the Annual Meeting of the Membership for terms of three years, and shall begin their terms of office immediately upon the close of the Annual Meeting. No Trustee may serve more than two consecutive three-year terms. A Trustee shall be eligible for re-election after an interval of two years.

B. At the first election upon establishing the Coalition, three (3) Trustees shall be elected for three (3) years, three (3) for two (2) years, and three (3) for one (1) year. Thereafter, three (3) shall be elected each year for three (3) year terms.

A. Officers. At the close of each Annual Meeting, the Trustees shall elect Officers for the position of President, Vice President, Treasurer, and Secretary. No person shall be eligible for or hold the same officer position for more than three (3) consecutive one-year terms.

A. Not later than sixty (60) days prior to the Annual Meeting of the Members, the Board of Trustees shall select a Nominating and Election Committee consisting of no fewer than three (3) or more than five (5) Members in good standing and who will not be candidates, not more than one (1) of whom shall then be Trustees, and name a non-Trustee Member the chairman of such committee. The Nominating and Election Committee shall select the nominees for Trustees. The Committee shall have the consent of the nominees. Nominations may also be made by any Member, with consent of the nominee, by submitting the name to the Nominating and Election Committee at least 30 days before the Annual Meeting. The names of all nominees shall be listed with appropriate resume information and presented in the notice of the Annual Meeting.

A. Voting shall be held by mail unless otherwise determined by the Board of Trustees in any instance. Mail ballots shall be submitted to and received by the Secretary at least five (5) days prior to the date of the Annual Meeting. No proxy voting is permitted.

A. The Nominating and Election Committee shall also act as Election Committee and shall direct the election independently of the Board of Trustees who will take no further role in the election, which shall be by secret ballot. The Chairperson of the Nominating and Election Committee shall direct the Annual Meeting during the period set aside for the election.

A. The Nominating and Election Committee shall draft a written election policy and procedure resolution so that the Board, Committees, candidates, registrar, and voters have policies and guidelines within which to act or perform their duties in the election. This shall be submitted for ratification to the entire Membership at the second Annual Meeting. At each Annual Meeting thereafter the procedures, with any proposed changes, will be submitted for vote of the membership present.

A. Any vacancy on the Board of Trustees shall be filled by an affirmative vote of a majority of the remaining Trustees from a list submitted by the Nominating and Election Committee. Preference must be given to candidates who ran but did not win in the previous election, who may not be by-passed except for cause. A Trustee elected to fill a vacancy shall serve until the next election.

A. Removal of any Trustee from office may be initiated by a majority of the organization's Members present at any duly constituted meeting of the organization. Any Officer may be removed by the vote of a majority of the Trustees at any duly constituted Meeting of the Board of Trustees. Failure to attend three consecutive meetings without explanation acceptable to the Board is grounds for removal of an Officer.

A. Conflict of Interest: A conflict of interest exists when the interests or concerns of any Trustee or Officer, or said person's immediate family, or any party, group, or organization to which said person has allegiance, may be seen as competing with the interests or concerns of this organization. When any such conflict of interest is relevant to a matter requiring action by the Board of Trustees, the interested person shall call it to the attention of the Board of Trustees (or committee) and such person shall not vote on the matter. Moreover, the person having a conflict shall retire from the room in which the Board (or committee) is meeting and shall not participate in the final deliberation or decision regarding the matter under consideration.

A. Trustees shall sign a Trustees Code of Ethical Conduct to which they agree to abide.
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Article IX. Committees
A. The Standing Committees of the organization shall be the Executive Committee, Nominating and Election Committee, Planning Committee, Membership Development Committee, Legislative Action Committee, and Publications, Communications and Media Committee. Ad hoc committees may be appointed by the President with the approval of the Board. The Committees shall elect their Chairperson and Secretary. The Trustees shall appoint to each Committee, except the Nominating and Election Committee, a Trustee who will serve as Board Liaison to the Committee.

B. Each Committee will prepare and submit to the Board of Trustees for approval, a Statement of Mission and Goals.

C. Committees shall keep Minutes of their meetings and shall present Minutes and reports of their activities and meetings to the Board and to the Membership. Committees shall present Annual Reports to the Annual Meeting.

D. Meetings of Committees shall be open on the same basis as Board of Trustee meetings.

Article X. Finance
A. Receipt of Contribution. Any dues, contributions, grants, bequests or gifts made to the Corporation shall be accepted or collected only as authorized by the Board of Trustees.

A. Depositories. All funds of the Corporation shall be deposited to the credit of the Corporation under such conditions and in such banks as shall be designated by the Board of Trustees.

A. Signing of Documents. The signing of all contracts, checks and orders of the corporation shall be as provided by the Board of Trustees.

A. Budget. A preliminary annual budget of estimated income, operating expense and capital expense shall be submitted by the Board to the membership 60 days before the Annual Meeting. The Board of Trustees shall consult with the Members prior to approval by the Board. The budget shall be placed on the annual ballot to be voted on by the membership.

A. Financial Reports. A summary report of the financial operation of the Corporation shall be made by the Treasurer at least annually to the Board of Trustees and to the Members of the organization.

A. Title to Property. Title to all property shall be held in the name of the Corporation.
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Article XI. Liabilitt
No Member shall be liable for the debts or obligations of this organization except for his/her unpaid dues; and no personal liability shall in any event attach to any Member of this organization in connection with any of its undertakings; but all its liabilities shall be limited to its common funds and assets. Neither the Board nor the Officers shall have any authority to borrow money or incur any indebtedness or liability in the name of or on behalf of this organization.
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Article XII. Amendments
These Bylaws may be amended at a meeting of the voting Membership of the organization, with prior notification of such meeting and the proposed amendments, (a) by a majority vote of the Members of the Board, and (b) by a majority vote of the Members of C-IHC.
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Article XIII. Disposition of Assets on Dissolution
In the event of the dissolution of the organization or in the event it shall cease to carry out the objectives and purposes herein set forth, all the business, property, and assets of the organization shall be distributed to such nonprofit organization/s with objectives similar to those of the Common-Interest Homeowners Coalition of New Jersey as may be selected by the Board of Trustees. In no event shall any of the assets of the organization or proceeds go to Members. The intent of this Article is that upon dissolution or cessation of the organization, the assets then owned shall be devoted to carrying on C-IHC's purposes of representing the interests of homeowner members of New Jersey residential associations, as the Board shall determine and direct.
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Article XIV. Parliamentary Authority
The rules in the latest edition of Robert's Rules of Order shall govern the organization in all cases in which they are applicable and in which they are not inconsistent with these Bylaws.
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Article XV. Effective Date
These Bylaws, or Amendments, shall become effective immediately upon adoption. Date Approved: April 27, 1997
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AMENDMENTS
Amendment January 17, 1998—Article III. Membership
A. Associate Membership Classes and Dues. A membership category of Associate Member is hereby established. Associate membership is open to any homeowner member of a New Jersey residential association who shares in the purposes of the Common-Interest Homeowners Coalition. Associate Members are entitled to attend meetings, to participate in the work of the various committees, and to vote, but are not eligible to hold office; and in lieu of paying dues Associate Members do not receive free individual mailings of C-IHC notices and reports.

B. Amendments December 7, 2002
Article III, A was amended to allow members who move out of association housing to continue to belong to C-IHC.

Article III, A was amended to allow non-HOA residents to join CIHC.

Article III, B was amended to reduce the number of C-IHC board members from 9 to 7.
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