Section 1 - Name. The name of the corporation is New Jersey Association of Professional Employer Organizations or "NJAPEO".

Section 2 - Principal Office. The principal office of the Association shall be located in such place as the Board of Directors shall direct.

Section 1. To promote professional employer organizations(PEO), defined as a business or organization which provides integrated, cost-effective solutions for the management and administration of human resources for its clients, by contractually assuming substantial employer rights, responsibilities and risk, and by establishing and maintaining an employer relationship with the workers assigned to client companies;

Section 2. To provide opportunities for the exchange of ideas and information concerning the professional employer industry for study, discussion and publication;

Section 3. To develop and encourage the practice of high standards of personal and professional conduct within the professional employer industry;

Section 4. To hold meetings and conferences for the mutual improvement and education of individuals associated with the professional employer industry;

Section 5. To exchange and compile information, and otherwise take action on pending legislative and regulatory affairs affecting the professional employer industry;

Section 6. To collect and disseminate statistics and other related information helpful to Association members and to otherwise develop efficient methods, procedures and techniques for managing the common public and professional interests of the professional employer industry;

Section 7. To promote professional employer services to the public; and

Section 8. To engage in any pursuits which further these objectives and are consistent with the Association's corporate charter, the anti-trust laws, and the Association's non-profit status.

Section 1 - Classes of Membership. The members of this Association shall be of the following classes:

(a) Regular Members. PEOs actively engaged in the professional employer industry whose dues payments to NAPEO and this Association are current, who support the NAPEO Code of Ethics, and who are in compliance with these Bylaws, are eligible to become Regular members in the Association. One designated representative of each Regular member may vote on all issues requiring membership approval and is eligible to serve as an officer and/or director of the Association, such designation, being filed at a time and place each year and under such conditions as to be determined by the Board of Directors. A designee must be an officer, owner, employee or partner of the Regular member.

(b ) Associate Members. Any individual, firm or other business organization not engaged in the business of providing PEO services, but who provides a product or service to the professional employer industry is eligible for Associate membership. Authorized representatives of Associate members have no vote and are not eligible to serve as an officer or director of the Association.

 

 

 

 

 

 

 

 

Section 2 - Application. Application for membership in this Association shall be in writing on the proper form as prescribed by the Board of Directors and shall become effective when the proper application form with the accompanying dues payment have been received at the Principal Office and approved by the Board of Directors or authorized agent. At all times, the Board shall be the sole and final judge of the qualification and acceptance of applications. Application for Regular membership is made in the name of the business entity, and it does not vest membership in other affiliated business entities of the member. Notwithstanding that membership is held by the business entity, firms and persons may be disqualified or terminated from membership because of the actions of individuals affiliated with the firm or member.

Section 3 - Resignation. Any member may resign upon mailing a letter of resignation to the Principal Office, and the resignation shall be effective upon receipt at the Principal Office, provided that any indebtedness to the Association is paid in full.

Section 4 - Membership Governance and Loss of Membership Rights and Privileges. Whenever a member fails to comply with these Bylaws, the member is deemed to have ceased to be a member in good standing as of the first date of the determined violation, loses all the rights and privileges of membership, and may not represent itself in any fashion to be a member in good standing of the Association. Any dispute under this provision shall be resolved pursuant to the provisions of these Bylaws.

Section 5 - Membership Right Non-Transferable. Membership in the Association is not transferable. Upon application for membership by a corporation or other business entity, which is a successor entity to a member of the Association, the President is empowered to assess the suitability of said application, pursuant to Section 2 above, and to require the successor to meet any and all obligations of membership left unfulfilled by the predecessor in addition to complying with all prerequisites to membership.

Section 6 - Voting Rights and Powers. All Regular members shall be entitled to one vote each. All other members will be non-voting members. There shall be no proxy voting.

Section 7 - Mandatory Reciprocity of Membership. This Association requires as a condition of membership that each of its Regular Members be a member in good standing of NAPEO, as long as membership in NAPEO is conditioned on a reciprocal obligation of membership in the affiliated chapter in which the company is headquartered, except that Associate Members are not required to be members of NAPEO.

Section 1 - Annual Meeting. The annual meeting of the members of this association shall be held at a time and place to be designated by the Board of Directors except that it shall not be held within thirty (30) days of the NAPEO Annual Meeting.

Section 2 - Special Meetings. Special meetings of the members may be called at any time by the President or the Board of Directors, and shall be called by the President upon written application of not less than ten percent (10%) of the Regular members within thirty (30) days after the filing of a valid and proper application with the Executive Director or Secretary. The application shall state the purpose of the meeting. Special meetings of the members shall be held at a time and place to be designated by the President, or in the event of the President’s inability or refusal to act, by the Board of Directors.

Section 3 -Notice. Written notice stating the purpose, place, date, and hour of every annual or special meeting of the members sent by mail or other form of written communication, including e-mail and facsimile, directed to the last known office or media location of each member in good standing as it is shown upon the records of the Association at least ten (10) days before said meeting.

Section 4 - Quorum. Twenty percent (20%) of the voting members shall constitute a quorum at annual or special meetings.

Section 1 - Dues. Membership dues and the method of payment and calculation shall be set from time to time by the Board of Directors. NAPEO may serve as NJAPEO’s authorized agent for the collection and administration of membership dues and assessments.

Section 2 - When Due; When Delinquent. Dues and assessments shall be payable on the first day of the month in which they become due, and are delinquent thirty (30) days thereafter.

Section 3 - Loss of Rights and Privileges. Whenever a member allows membership dues or assessments to become delinquent in this Association and/or NAPEO, the member ceases to be a member in good standing and loses all the rights and privileges of membership.

Section 4 – Assessments. Special Assessments may be charged to Regular Members, on the affirmative vote of a majority of the Regular Members voting and present at any annual or special meeting approving a resolution on the purpose and amount of any such assessment, including the method of computation.

Section 1 - Corporate Officers. The officers of this Association shall be President, Vice President, Treasurer, Secretary, and Immediate Past President. No person may be an officer of this Association who is not a designee of a Regular Member in good standing.

Section 2 - Election and Term. The elected officers of this Association shall be elected in accordance with Article XI by a majority of the members present and voting at the Annual Meeting. Elected officers shall hold office for one (1) year and until their successor shall have been duly elected and have been qualified. Each term shall run from Annual Meeting to Annual Meeting.

Section 3 - Limit on Terms. Elected officers and elected directors shall be eligible for not more than two (2) terms in succession for each office. This provision shall not bar reelection after an absence of at least one (1) term from office.

Section 4 - Appointed Management. The Board of Directors may appoint such staff and/or contract such services as the business of the Association may require. Staff shall hold office for such period, have such titles, have such authority, and perform such duties as are provided in these Bylaws or as the Board of Directors from time to time may determine.

Section 5 - Removal. Any officer may be removed by the Board of Directors whenever, in its judgment, the best interest of the Association would be served thereby. No officer shall be removed except by three-fifths (3/5) vote of the entire Board of Directors.

Section 6 - Resignation. Any officer may resign at any time by giving written notice to the Board of Directors or the President of the Association. Any such resignation shall take effect upon receipt of such notice or at any later time specified therein, and unless otherwise specified therein the acceptance of such resignation shall not be necessary to make it effective.

Section 7 - Officer Vacancies. A vacancy in any office except President because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. A vacancy in any office except President shall be filled by the election of a member of the Board to fill the vacancy. A vacancy in the office of President shall be filled by the automatic succession of the Vice President to the presidency.

Section 8 - Fees and Compensation. Elected officers shall not receive any compensation, fee, or salary for their services as officers, but by resolution of the Board of Directors, reimbursement and/or expense allowances may be allowed to any elected officer for any expenses incurred or paid by him or her for the benefit of the Association. The compensation, fees, or salaries of the appointed management shall be determined from time to time by the Board of Directors.

Section 1 - President. The President shall be the principal officer of the Association and, subject to the control of the Board of Directors, he or she shall provide leadership and general supervision over the organization and all activities; preside at all meetings of the members and Board of Directors; represent and speak for the organization to the public and to other organizations; appoint all committees and be an ex officio member of all committees; have the general powers and duties of management usually vested in the office of President of a nonprofit trade association; have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws, and attend all NAPEO Board Meetings and communicate information back to chapter in a timely manner.

Section 2 - Vice President. In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. He or she shall be an ex officio member of all the committees and shall have such other powers and perform such other duties as from time

to time may be assigned by the President or prescribed by the Bylaws.

Section 3 - Treasurer. The Treasurer shall be responsible to oversee the collection of all membership dues; establish proper accounting procedures for the handling of Association funds, and shall report on the financial condition of the Association at all meetings of the Board. At the end of each fiscal year, the Treasurer shall see that an annual report of the financial standing of the Association is prepared by an audit committee or by a certified public accountant.

Section 4 - Secretary. The Secretary shall be responsible to oversee the keeping of minutes of all board and membership meetings, serving of notice all meetings of the board and the Association, and the keeping of the membership records, the Bylaws, and such other papers as the Board may direct.

Section 1 - Powers. The governing powers of this Association shall be vested in the Board of Directors. The Board of Directors shall have power to call meetings of the Association, manage and control the affairs, relations, and business of the Association, and to make rules not inconsistent with these Bylaws and the laws of the State of New Jersey, for the guidance and management of the affairs of the Association. The Board of Directors shall have power to incur indebtedness, the terms and amount of which shall be entered in the minutes of the board, and the note or obligation , if any, given for the same signed officially by the President and Secretary, shall be binding on the Association. The Board of Directors may appoint such other officers, agents, or committees as it deems necessary and shall fill all temporary or permanent vacancies that may occur in any Association office.

Section 2 - Composition. The Board of Directors shall be comprised of five (5) directors elected by the members. The five (5) directors include the President, Vice President, Treasurer, Secretary, and Immediate Past President. No person may be an officer or director of this Association who is not a designee of a Regular member in good standing.

Section 3 - Election, Term, and Vacancy. Directors shall be elected by the members of the Association at the Annual Meeting and shall hold office for one (1) year, or until their successors have been duly elected and shall have qualified. A vacancy in any directorship because of death, resignation, removal, disqualification, or otherwise, may be filled by the remaining members of the Board of Directors for the unexpired portion of the term by the appointment of a Regular Member.

Section 4 - Regular Meetings. The Board of Directors shall hold a minimum of three (3) regular meetings during each calendar year.

Section 5 - Special Meetings. Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the President or by any of three (3)

Directors on notice to each Director of such meeting.

Section 6 - Place of Meetings. Meetings of the Board of Directors shall be held at any place, either within or without the state, designated by the President where the general location has been approved by the Board of Directors.

Section 7 - Notices. Written notice of the time and place of regular and special meetings of the Board of Directors shall be sent to each Director by mail or other form of written communication, including e-mail and fascsimile, directed to his or her last known office or media location as it is shown upon the record of the Association. Notices must be given, by whatever means, at least forty-eight hours before any meeting.

Section 8 - Exceptions to Notice. The transactions of any meeting of the Board of Directors however called and noticed, or wherever held, shall be as valid as though at a

meeting duly held after regular call and notice, if either before or after the meeting two thirds (2/3) of the total members of the Board of Directors consent to holding such meeting or an approval of the minutes thereof. All such consents or approval shall be filed with the Association records or be made part of the minutes of the meeting.

Section 9 - Quorum. A majority of the members of the Board of Directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as

hereinafter provided. Every act or decision done or made by a majority of the Directors

present at a meeting duly held at which a quorum is present shall be regarded as the act of

the Board of Directors, unless a greater number be required by law or these Bylaws. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for such meeting, or such greater number as is required by law or these Bylaws.

Section 10 - Written Consent. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if three-fifths (3/5) of the members of the Board shall individually or collectively consent in writing (including by facsimile and e-mail) to taking such action within the seventy two (72) hour period after receipt of a "Notice of Proposed Action to be Taken Without Meeting". Such written consent(s) shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as though a regular meeting had been scheduled. Once three-fifths (3/5) written consent for action without meeting has been obtained within a seventy two (72) hour period, action may be taken by the Board individually or collectively in writing (including by facsimile) on any business proposed in the original Notice of Proposed Action to be Taken Without Meeting. No action may be taken on any business not proposed in the Notice of Proposed Action to be Taken Without Meeting, unless a new such notice is promulgated and approved as described above. Action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors.

Section 11 - Adjournment. A Quorum of the Directors may adjourn any Board meeting to meet again at a stated time, place, and hour provided. However, in absence of a quorum, the directors present at any Board meeting, either regular or special, may adjourn from time to time until the time fixes for the next regular meeting of the Board of Directors.

Section 12 - Fees and Compensation. Directors shall not receive any compensation, fee, or salary for their services as Directors; by resolution of the Board of Directors, reimbursement and/or expense allowance may be allowed to any Director for any expenses incurred or paid by him or her for benefit of the Association.

Section 13 - Board Vacancies. A vacancy on the Board of Directors shall be filled by the Board of Directors from the Regular Members.

Section 1 - Nominating and Election Committee. The President shall appoint, at least forty-five (45) days prior to the Annual Meeting, a nominating and election committee of three to five (3 to 5) Regular Members including at least one Past President.

Section 2- Committees and Task Forces. The President, by and with the consent and approval of the Board of Directors, shall appoint such committees and task forces as may be necessary or required in the operation and conduct of the business of the Association.

Section 1 - Non-Liability and Indemnification. The Association, its Board of Directors, Officers, and such independent management or counsel as it may retain, shall not be liable to any of its members for any statements, errors, or omissions in any reports sent out by the Association, whether the same shall be due to the negligence of the Association, its Board of Directors, Officers, independent management, counsel or otherwise; and each and every member or those that may hereafter become members, shall be deemed to have expressly released the Association, its Board of Directors, Officers, and independent management from any and all liability for such statements, errors and omission, and further, from any and all liability by reason of any agreements, contracts, obligations, acts, steps, or plans entered into or undertaken by the Association on behalf of its members.

Section 2 - Indemnification. Each present, past, and future Director and Officer and each agent or employee, whether or not then in office, shall be indemnified by the Association against expenses actually and necessarily incurred by or imposed upon him or her (including costs and counsel fees) in connection with the defense of any action , suit, or proceeding in which he or she is made a party by reason of being or having been a Director or Officer, agent or employee of the Association, except in relation to matters as to which he shall be adjudged in such action, suit, or proceeding to be liable for willful misconduct in the performance of duty or a knowing violation of the criminal law. Such indemnity shall be effective only in the event that the interested Officer, Director, Employee or agent provides the Board of Directors, within a reasonable time after the commencement of such investigation, action, suit or proceeding, written notice thereof. Such indemnification shall not be deemed exclusive of other rights to which such Director or Officer, agency or employee may be entitled, under any other Bylaws, agreement, vote of the members, or as a matter of law, or otherwise. Such indemnity shall inure to the benefit of the heirs executors or administrators of each Director, Officer, Employee or agent, and the Association shall be entitled to purchase insurance for such indemnity.

Section 3 - Assets of Association and Dissolution. No member of the Association shall have any right, title, or interest in or to the whole or any part of the property or assets of the Association; and in the event of dissolution, liquidation, abandonment, or winding up of the affairs of the Association, the assets remaining after paying all debts and obligations shall be distributed to the National Association of Professional Employer Organizations, a non-profit association qualifying under Section 501(c)[(6)] of the Internal Revenue Code, or such other qualified non profit entity as the Board of Directors may determine. In no event shall any assets inure to the benefit of or be distributed to any member, Director, Officer, or employee of the Association.

Section 1 - Nomination of Officers and Directors. The Nominating Committee shall nominate from the Regular Members in good standing one (1) candidate each for the office of President, Vice President, Treasurer, and Secretary. The Nominating Committee shall also recommend the names of Regular Members to serve on the Board of Directors, Said report to be presented to the membership in conjunction with the requirement of notice for the Annual Meeting. If any Regular Members wish to nominate additional candidates, these can be nominated at the business session of the Annual Meeting from the floor.

Section 2 - Rules for Election and Voting. The Board of Directors may make, alter, or amend the rules and regulation for the elections and voting, so long as they are not inconsistent with any provision herein.

Section 3 - Proxy Voting. Proxy voting is prohibited in the conduct of all Association business.

Section 4 - Parliamentary Authority. The current edition of Robert’s Rules of Order and Parliamentary Procedure shall govern this Association in all Parliamentary situations that are not provided for in the law, in its charter, Bylaws, or adopted rules.

Section 1 - Fiscal Year. The fiscal year of the Association shall be the calendar year.

Section 2 - Contracts. The Board of Directors, except as these Bylaws otherwise provide, may authorize any officer or officers, agent or employee, to enter into contract or execute any instrument in the name of or on behalf of this Association, and such authority may be general or special. Unless so authorized by the Board of Directors no Officer, agent, or employee shall have any power or authority to bind this Association by any contract or agreement or to pledge its credit or render it liable for any purpose or to any amount.

Section 3 - Books and Records. The Association shall keep correct and complete books and records of accounts and shall keep minutes of proceedings of its membership and Board of Director meetings, and shall keep at its Principal Office a record giving the names and addresses of the members entitled to vote.

Section 4 – Detailed Examination. The Treasurer shall, not later than one hundred twenty (120) days after the close of the fiscal year, see that a detailed examination and write up and review of the books and accounts of the Association is made by a certified public accountant and render a report in writing to the Board of Directors. Unless otherwise directed by the Board, this detailed examination and write up and review will be conducted for the period of the preceding fiscal year.

Section 5 – Authorized Expenditures. The Board of Directors shall have the authority to establish such means for the disbursement of funds and conduct of financial business as sound business practice dictates and the programs of the association necessitate.

This Association, its Officers, Directors, and agents shall conform with and maintain its charter and affiliation with NAPEO.

Section 1 - Binding. These Bylaws and any amendments shall be binding on all members, including those who may have voted against them.

Section 2 - Inspection. The Association shall keep in its Principal Office the original or a copy of the Bylaws as amended or otherwise altered, to date, certified by the Secretary, which shall be open to inspection by the members at all reasonable times.

Section 3 - Amendment by Members. These Bylaws may be amended or repealed by a majority vote of the voting members present at any annual or special meeting of the Association duly called and regularly held, notice of such proposed changes having been mailed in writing to the members at least ten (10) days before such meeting, and such changes having been previously approved by the Board of Directors and the Board of Directors of NAPEO. These Bylaws and any such amendments or changes shall not be submitted for vote by the membership and shall not take effect until written approval of such Bylaws and/or amendments thereto shall be received from the NAPEO Board of Directors. Amendments shall take effect when specified by the Board of Directors.

Dispute Resolution Procedures specified in the Bylaws of NAPEO (Article XVI, Sections 1 - 15 and all amendments hereafter) shall govern any form of discipline, suspension, termination or reinstatement of membership in this Association.

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Last modified: 10/09/07