ARTICLE IV - Board of Trustees

Board of Trustees

1. Election. A Board of Trustees shall initially be appointed by the Incorporator or majority of the Incorporators to serve as Trustees until such Trustee’s death, resignation, or removal as provided by these Articles of Incorporation and Bylaws.

2. Number. The initial number of Trustees shall be three (3) and may be increased and decreased by majority vote of the Board of Trustees without further amendment of these Articles and Bylaws. At no time may the number of Trustees be less than three (3).

3. Organization. The Board of Trustees shall consist of these positions; Chairman, Vice Chairman, Chief Financial Officer, Secretary.

4. Qualifications. To serve as a Trustee, an individual shall have at least five (5) years general business or entrepreneurial business experience, experience working with or for non-profit corporations and/or volunteer organizations, and shall have a desire to pay it forward with what they have, know, or have access to. In addition, each prospective Trustee shall have at least three (3) years experience in working directly or indirectly with children and youth programs.

5. Powers. The Board of Trustees shall have all governance and corporate authority, except such powers as are otherwise provided in these Articles of Incorporation and Bylaws and the laws of the State of New Jersey, to conduct the affairs of NBYFL in accordance with its goals and mission and to insure the Corporation’s good-standing and best interests. The Board of Trustees may by general resolution delegate to committees of their own number, or to Officers of NBYFL such powers as they deem appropriate. The Board needs a majority to operate or conduct governance, authority or business.

6. Meetings. Regular meetings of the Board of Trustees shall be held at the place and time designated by the Board of Trustees including phone conference calls, monthly or annual meetings, or otherwise called by the Chairman or a majority of the Board of Trustees. Minutes of these Meetings will be kept and maintained according to the practice required in these Articles of Incorporation and Bylaws.

7. Special Meetings. Special meetings may be called by the Chairman, or a majority of the Board of Trustees. Persons authorized to call special meetings shall provide notice of the time and location of such meetings and state the purpose thereof to all Board Members, and no other matter shall be considered by the Board of Trustees at such special meeting except upon unanimous vote of all Trustees present. Minutes of these Meetings will be kept and maintained according to the practice required in these Articles of Incorporation and Bylaws.

8. Annual Meetings. Trustees may meet each year for the purpose of organization, compliance, corporate filings and transaction of other business. The time and location of such meeting shall be noticed in writing. Minutes of these Meetings will be kept and maintained according to the practice required in these Articles of Incorporation and Bylaws.

9. Notice and Waiver. Notice of regular meetings and special meetings need not be in writing. Attendance at any meeting shall be considered waiver of the notice requirement thereof.

10. Quorum. A quorum shall consist of a majority of the Trustees. If at any meeting, less than a quorum is present, the majority at the meeting may adjourn the meeting without further notice to absent Trustee(s).

11. Vacancy. Elections for positions on the Board of Trustees will be held only upon vacancy or creation of a position by the Board of Trustees at any meeting following at least one (1) months notice of vacancy and/or newly created position(s) as well as nominee(s) to The Board of Officers. Election to fill vacancy and/or newly created position(s) requires a supporting and combined majority of the Board of Trustees and Board of Officers.

12. Removal. Any Trustee may be removed by a majority vote of the remaining Trustees for failure to act in the best interests of NBYFL, or lack of sympathy with the stated purpose of NBYFL.

13. Voting. Trustees must be present to vote (in-person, via video conference, or telephone conference); there will be no voting by proxy. Voting may be done by show of hand or ballot; counting of votes must be held and recorded simultaneously in the presence of all voting Trustees.

14. Compensation. Trustees shall receive no compensation for their service on the Board of Trustees.

15. Conflict of Interest. In order to serve, Trustees must agree to and be bound by NBYFL’s Conflict of Interest Policy, same as Officers and as provided for in NBYFL’s Operations and Policy Manual.

CONTACT THE BOARD OF TRUSTEES.