Approved October 19, 2006

ARTICLE I: NAME

The name of this voluntary non-profit organization shall be the New Jersey Public Health Association, hereinafter referred to as "The Association".

ARTICLE II: MISSION

The mission of The Association is to advance and support the cause of public health in New Jersey.

ARTICLE III: PURPOSE

The purposes of this Association are educational and scientific. The Association advances the cause of public health by the development of effective health policy and services on national, state and local levels; by the protection of the environment; by the dissemination of accurate information; by the encouragement of citizen participation and support in all health activities; by the promotion of the highest professional standards in public health; and elimination of health disparities.

ARTICLE IV: MEMBERSHIP

There shall be seven (7) classes of membership;

Section 1: Individual membership shall consist of persons engaged in public health.

Section 2: Full-time student membership shall consist of persons enrolled in a school, university or a formal training program acceptable to the Executive Board in preparation for entry into a health career.

Section 3: Organization membership shall be open to organizations engaged in or otherwise interested in public health, whose purposes are consistent with The Association's mission and purposes. Two (2) persons designated by the organization shall represent an organizational member in The Association.

Section 4: Retired membership shall be open to any health professionals who have retired from their profession and are not gainfully employed.

Section 5: Consumer membership shall be open to members of the general public, not currently employed in the health field, but who are interested in and supportive of the mission and purposes of The Association.

Section 6: Life membership shall consist of persons who have been members of The Association in good standing for thirty (30) years on The Association records.

Section 7: Honorary membership shall consist of persons so rewarded by The Association for a record of distinguished service in public health in New Jersey on the basis of a recommendation of the Executive Board and approval of the membership at an annual meeting of The Association.

ARTICLE V: DUES

Section 1: The Executive Board shall establish a schedule of dues for Association membership subject to approval of the majority of the Executive Board.

Section 2: Non-profit organizational members will be charged dues 2.5 times the rate of an individual member. For-profit organizations will be charged dues 5.0 times the rate of an individual member. Both organizational memberships will include two complementary membership for individual representatives of the member organization.

Section 3: Retired members shall be charged dues at one-half the rate established for individual membership.

Section 4: Consumer members shall be charged dues at one-half the rate established for individual membership.

Section 5: No dues payments will be required of Life or Honorary members.

Section 6: Dues payments of new members in all five (5) dues paying classes above who join The Association in the last quarter of the membership year shall also cover the next ensuing calendar year.

ARTICLE VI: DISCONTINUANCE OF MEMBERSHIP

Section 1: Nonpayment of dues shall be a cause for discontinuance of membership of any member after a grace period to be determined by the Executive Board, provided that constituents in arrears have been notified prior to the expiration of the grace period by the President by mail. Members whose membership has been discontinued for nonpayment of dues may be reinstated, provided such persons or organizations comply with the eligibility requirements and then payment of dues then effective.

ARTICLE VII: OFFICERS

Section 1: The officers of The Association shall be a President, a President-Elect, a Vice President, 2nd Vice President, a Secretary, and a Treasurer, all of whom shall be elected at an annual meeting of the membership as hereinafter provided and a Chairman of the Board who may be nominated by the President and approved by the Executive Board.

Section 2: The President, President-Elect, Vice-President, 2nd Vice-President, Secretary, and Treasurer shall be elected for a term of one (1) year beginning on January 1. The president-elect automatically becomes president once the current president has served 1 year. The affiliate representative to the governing council (ARGC) of the American Public Health Association is assumed by the immediate past president for a one (1) year term with no election required. If the immediate past president is not a member of APHA, then the president will appoint an ARGC.

Section 3: No officer may serve for more than one term in the same office except for the Secretary and the Treasurer. An additional exception is allowable for any officer required to serve part of a predecessor's term as is hereinafter provided.

Section 4: If the office of the President shall become vacant, the President-Elect shall thereupon become President for the remainder of the unexpired term. At the end of that term, a President and a President-Elect for the next succeeding term shall be elected as provided in Section 2.

Section 5: If the office of President-Elect shall become vacant for any reason, the First Vice President shall assume the office of President-Elect to serve for the remainder of the unexpired term.

Section 6: If the office of the Secretary or of the Treasurer or of the Chairman of the Board shall become vacant, the President, with the approval of the Executive Board, may appoint a successor to serve for the remainder of the unexpired term.

ARTICLE VIII: DUTIES OF OFFICERS

Section 1: The President shall preside at all Executive Board or business meetings of The Association or may designate the Chairman of the Executive Board or President-elect to preside; shall appoint representatives to serve as liaisons with appropriate state agencies and with professional organizations; shall appoint all committee Chairs and Exec-Committee Chairs and delegate committee activities and shall perform all other duties usually pertaining to the office. The President shall be an ex-officio member of all committees except the Nominating Committee. The Chairman of the Board may preside at all meetings of the Executive Board and perform such other duties as are assigned to him/her by the Executive Board or the President.

Section 2: A President-Elect elected by the membership shall assume the office of the President on January 1st after the annual meeting at which they were elected.

Section 3: The -immediate past President shall serve as the affiliate representative to the Governing Council of the American Public Health Association for one (1) one-year term. In the event that the immediate Past-President is not a member of APHA or cannot serve, the President, with the approval of the Executive Board, may appoint a successor to serve for the remainder of the unexpired term.The immediate past president shall serve as chair of the Nominating Committee.

Section 4: The affiliate representative to the Governing Council shall keep him/herself informed of the policies and philosophy of both associations on important health issues; attend meetings of the Governing Council as the representative of The Association; convey communications from The Association to the Governing Council as instructed by the Executive Board; submit a written report of the Governing Council meeting with his/her recommendations at the next meeting of the Executive Board; submit promptly to the President, with his/her advice, all correspondence received from the American Public Health Association and any other information of which s/he gains knowledge regarding issues under consideration by the American Public Health Association.

Section 5: The President-Elect and the 1st and 2nd Vice Presidents shall perform duties as assigned by the President. In order to assure that in the temporary absence or temporary inability of the President to serve, Association business can be transacted, the President-Elect is expected to maintain on-going dialogue with the President and fully cognizant of all substantive Association issues.

Section 6: The Secretary shall keep an accurate record of the meetings of The Association and of the Executive Board, shall be the custodian of all records and papers of The Association, except those specifically assigned to another office by the President or the Executive Board, shall upon a request by the President notify members of their appointment to committees; shall send out minutes and notices of annual meetings and meetings of the Executive Board; shall conduct the correspondence of The Association and shall perform other duties usually pertaining to the office.

Section 7: The Treasurer shall be the custodian of all the funds of The Association; shall receive and provide receipts for all dues and other monies paid to The Association, shall disburse monies in accordance with duly authorized bills and vouchers; shall keep an accurate account of all receipts and disbursements and shall present a written current financial statement at each meeting of the Executive Board. The Treasurer shall present a year-end financial report, together with a signed statement of an auditor appointed by the Executive Board, no later than sixty (60) days after the close of the fiscal year which shall be the calendar year. The Treasurer shall serve as a member ex-officio of the Finance Committee. The Treasurer and the President shall sign all checks drawn on The Association account. In the absence of either the Treasurer or the President, the President-Elect may sign checks for the Treasurer.

Section 8: No contract or other transaction between The Association and one or more of its officers, or between The Association and any other corporation, firm, association or other entity in which one or more of the officers are directors or officers, or have a substantial personal, professional, political or financial interest, shall be approved by a vote of the Executive Board or any committee if such officer(s) are present at the meeting of the Executive Board or committee which authorizes such contract or transaction, or his or her votes are counted for such purpose, unless the material facts as to such officer's interest in such contract or transaction and as to any such common directorship, officership or personal, professional, political or financial interest are disclosed in good faith or are known to the Executive Board or committee and the board or committee authorizes such contract or transaction by two third's vote.

ARTICLE IX: EXECUTIVE BOARD

Section 1: The governing body of The Association shall be the Executive Board. The Executive Board shall consist of 18 members, including the seven (7) officers of the Association, two (2) member-at large elected by the membership at each annual meeting to serve for one year, the Immediate Past President within commuting distance, and the eight (8) chairs of the Standing Committees to serve for one (1) year. All members of the Executive Board shall have one vote. [Note: co-chairs of standing committees combine to have one vote.] The members of the Executive Board shall constitute the Board of Trustees. Executive Board members are expected to attend and fully participate in meetings and activities. A member who has been absent from three (3) consecutive meetings of the Executive Board without an appropriate and acceptable excuse shall be terminated as a member of the Executive Board by a 2/3 majority vote of the full Executive Board. An officer may resign by submitting his or her resignation in writing to the President of the Executive Board. An officer may be removed with cause by the affirmative vote of two-thirds of the Executive Board. An officer whose removal is considered shall receive at least two weeks notice of such proposed action and shall have the opportunity to have a hearing in front of the Executive Board regarding such action prior to any vote on such removal. Liaison representatives (members of other associations invited by the President to participate with The Association on matters of mutual interest) shall be invited to attend all regular meetings of the Executive Board but shall not have the right to vote.

Section 2: When an elected Executive Board position or the ARGC position becomes vacant, the President, with the approval of the Executive Board, may appoint a successor to serve for the unexpired term until an election is held at the next annual meeting. In the event that the presidency becomes vacant, the President-Elect will automatically assume the higher office. Similarly, the 1st Vice President would succeed the President-Elect, and the 2nd Vice President the 1st Vice President.

Section 3: The Executive Board shall: (A) Carry out the purposes and policies of The Association; (B) Act as Trustees of The Association property; (C) Direct the administrative, financial and legislative work of The Association; (D) Determine requirements for dues-paying membership in The Association, approve Life memberships and recommend approval of Honorary memberships; (E) Determine the acceptability of grants, gifts, or other funds offered to The Association; (F) Oversee the publication of articles, abstracts special reports, studies and policy statements of The Association; (G) Employ personnel and decide compensation and benefits for that personnel; (H) Consider proposed amendments of the By-Laws and arrange for the required publication of amendments approved by the Executive Board. (I) Establish dues schedules. (J) Carry out their responsibilities as described in the procedure manual. (K) Be legally responsible for the affairs of The Association.

Section 4: The Executive Board shall meet at the call of the President but no less than four (4) times in each calendar year. Additional meetings may be called upon written request of five (5) or more members of the Executive Board. The secretary shall ensure that all members of the Executive Board and liaison representatives are notified of all meetings at least ten (10) days before the meeting.

ARTICLE X: MEETINGS

Section 1: The membership of The Association shall hold a meeting in the fall of each year, timing consistent with cultural norms and may coincide with another major statewide public health conference. This meeting shall be known as the annual meeting at such time and in such place as the Executive Board shall determine to elect officers and members-at-large, to receive reports and for any other business that shall arise. The call for the annual meeting shall be made to all members not less than twenty (20) days prior to the meeting date selected.

Section 2: Special meetings of the membership shall be called by the President at the request of the Executive Board or on the written request of twenty-five (25) members of The Association. The purpose(s) of the special meeting shall be stated in the call and no other business shall be transacted at that meeting. The call for a special meeting of the membership shall be made not less than ten (10) days prior to the meeting date selected.

Section 3: The officers, comprising the Executive Committee, may have Association business between meetings to address urgent issues. A majority of officers may make decisions between meetings of the Executive Board. They may also establish and advocate for positions on public issues on behalf of The Association, consistent with the objectives and policies of The Association. Any such decisions will be reported on at the next meeting, and entered into the minutes.

ARTICLE XI: NOMINATIONS AND ELECTIONS

Section 1: A Nominating Committee of five (5) members, the Chairman and two (2) of whom shall be from the Executive Board and two (2) from among other Association members appointed by the President, shall be elected by the Executive Board at the first meeting of the Executive Board in each calendar year to serve until the next annual meeting. This committee shall select one (1) nominee for each elective office to be filled at the annual meeting. The Nominating Committee shall arrange for publication of the names of the nominees in The Association Newsletter by a letter or electronically (e-mail, website, etc.) disseminated at the discretion of the President with the announcement of the annual meeting. Additional nominees may be made by a petition of the membership signed by twenty-five (25) members in good standing, submitted to the Nominating Committee not less than twenty (20) days before the date of the annual meeting. If no nominee receives over 50% of the vote, a run off election will be held at the annual meeting and the nominees with the 2 highest votes will be run-off. The consent of all nominees shall have been secured. The Nominating Committee will submit the names of all nominees to the general membership for election at the annual meeting.

Section 2: Election shall be by ballot at the annual meeting. The nominee receiving over 50% of the vote shall be elected. Where there is but one nominee for any office, election may be by voice vote. If no the nominees receives over 50% of the vote, a run off election will be held at the annual meeting among the two nominees with the most votes. The nominee receiving over 50% of the vote shall be elected.

Section 3: An Election Committee of not less than three (3) members shall be appointed by the President prior to the annual meeting. This Committee shall provide all election materials and shall act as tellers for the election as required. Section 4: New officers elected in accordance with these By-Laws shall take office January 1st in the year immediately following their respective elections.

ARTICLE XII: COMMITTEES AND SECTIONS

Section 1: Standing Committees shall include Finance, Membership, Program, By-Laws, Public Relations/Communications, Awards, Nominating, and Public Policy. Standing committees exist to run the business of The Association. In addition to the provisions for standing committees, the Executive Board, by resolution approved by a majority of the entire board, may appoint from among the executive board one or more committees, or one or more members (which may include people who are not executive board members, provided that at least one member of each committee shall be an executive board member and that any act of any committee which has members who are not Executive Board members shall be advisory, shall not bind the board or The Association and shall be subject to board approval) each of which, to the extent provided in the resolution, shall have and may exercise the authority of the board, except that no such committee shall: (A) Make, alter or repeal any by-law of The Association (B) Elect or appoint or remove any officer or executive board member, or End or repeal any resolution previously adopted by the board.

Section 2: The President with the approval of the Executive Board may create other committees necessary to carry on the work of The Association. The president shall delineate the charge for each committee.

Section 3: Sections will be created which represent special interests of The Association membership. These sections, often compatible with American Public Health Association sections, may reflect professional roles or salient public health issues of the day.

Section 4: The Executive Board shall determine the duties of all committees and sections. Expenses beyond $100 must be approved in advance by the finance Committee, as per the finance policy.

Section 5: The term of office of chairpersons and members of all committees and sections shall end at the next December 31st following their appointment.

Section 6: All committees and sections shall report at each meeting or submit a written report if unable to attend the Executive Board and at the Annual Meeting. Written reports shall be filed with the Secretary at each Annual Meeting. Functions and procedures of committees and sections are further delineated in The Association manual.

ARTICLE XIII: QUORUM

Section 1: At least 25 members or 25% of members in good standing whichever is less shall constitute a quorum at all general membership meetings of The Association.

Section 2: Nine (9) members of the Executive Board shall constitute a quorum at all meetings of the Executive Board.

Section 3: Three (3) members of a committee shall constitute a quorum at all meetings of a committee, except the Nominating Committee where only the full membership of the nominating committee shall constitute a quorum. Committee meetings may be held in person, by telephone, or electronically.

ARTICLE XIV: PARLIAMENTARY AUTHORITY

The current edition of Roberts Rules of Order shall be adopted as the parliamentary authority of The Association in all cases to which they are applicable and in which they are not inconsistent with these By-Laws. A parliamentarian will be appointed to the Board by the President with Board approval as an ex-officio Executive Board Member.

ARTICLE XV: FINANCES

Section 1: The fiscal year of The Association will be from January 1st through December 31st.

Section 2: Expenses must be in compliance with finance policy.

Section 3: The Executive Board shall approve the budget coinciding with the first of the fiscal year at the first Executive Board meeting.

Section 4: Neither members, trustees nor officers shall receive any fee, salary or remuneration of any kind for their services in such capacities provided. However, those members, trustees and officers may be reimbursed for reasonable expenses incurred consistent with budget allocations upon presentation of vouchers and receipts to the treasurer.

Section 5: Grant supported salary is permissible for grants, or contracts awarded to NJPHA.

ARTICLE XVI: AMENDMENTS AND REVISIONS

These By-Laws may be amended and/or revised at any Annual Meeting of the membership of The Association by a two-thirds vote of the members present and voting. All proposed amendments/revisions require approval by the Executive Board and written submission to the members at least thirty (30) days prior to the Annual Meeting.

ARTICLE XVII: DISSOLUTION

Section 1: Dissolution of The Association may be decided by a two-thirds vote of all members of the Executive Board and ratification by a two-thirds vote of the members present and voting at a special meeting (as defined in Article X, Section 2 of these By-Laws) of the membership following ratification by the Executive Board.

Section 2: Upon dissolution, after payment of all debts, no part of the remaining assets may be distributed to any trustee, member or officer of The Association but shall be distributed in accordance with law through transfer to a voluntary, non-profit organization or agency that has been recognized as 501-(C)(3) of the U.S. Internal Revenue Code (or to the United States, or a State or local government, for a public purpose), designated by two-thirds vote of all members of the Executive Board and by ratification by a two-thirds vote of members present and voting at a special meeting (as defined in Article X, Section 2 of these By-Laws) of the membership during which dissolution has been ratified. Any 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 association is then located, exclusively for such purpose.

By-laws approved at NJPHA Annual Meeting, October 19, 2007.