Atlantic City Community Fund Bylaws
The Atlantic City Community Fund (ACCF) exists to strengthen the community of Atlantic City for present and future generations. Building on the momentum of Creative New Jersey’s city-wide Creative AC Call to Collaboration held in 2014 at the Noyes Arts Garage of Stockton University, members of the community have been working to develop sustainable resources for the community. With an initial investment by the Community Foundation of South Jersey (CFSJ) and the Geraldine R. Dodge Foundation, the ACCF promotes active community involvement and philanthropy to address community issues, as identified by residents and stakeholders. The goal is for the Atlantic City Community Fund to offer a continuum of options to support charitable giving in Atlantic City for the community.
The Atlantic City Community Fund is dedicated to improving the conditions and quality of life for all who live, work and play in Atlantic City. Based on the belief that community issues are best solved by the people who live and work in that community, the ACCF provides community grants; and fosters endowment building, organizational collaboration, and public leadership for the benefit of all of Atlantic City's residents, business owners and visitors.
BOARD OF ADVISORS
Section 1. Composition of the Board of Advisors.
The Board of Advisors shall consist of not less than nine (9) nor more than fifteen (15) members. A representative from each of the six (6) neighborhood wards must be included on the board and seventy-percent (70%) of the total advisory board must consist of Atlantic City residents. The remaining thirty-percent (30%) of the board’s composition must have a direct connection to Atlantic City, i.e. business owner, employee (corporate or nonprofit), or faith-based leader. Each member of the Board of Advisors is to be selected for diversity, civic, moral, public or other charitable needs of those served by the ACCF, and shall serve without compensation. Board members may be reimbursed for reasonable expenses incurred on behalf of the ACCF with advance written approval by the Executive Committee. Elected officials who are currently serving in public office are not eligible for membership on the ACCF Board of Advisors.
Section 2. Election Date and Term Length for the Board of Advisors.
The initial board shall consist of the initial advisors whose names are set forth at the end of the document. The terms of the initial advisors shall be staggered, such that three to five (3 - 5) of the Advisors shall serve for a term of three (3) years, three to five (3 - 5) for a term of two (2) years, and three to five (3 -5) for a term of one (I) year. The terms of the respective initial Advisors are set forth opposite their names at the end of this document. Other than the initial Advisors, the Board shall elect each Advisor. The full Board shall consist of nine (9) to fifteen (15) Advisors. Nominations to fill the expired terms in the Board will be made annually with the vote to be conducted at a designated annual meeting of the Board. Election shall be by simple majority of all voting members of the Board of Advisors. No person may serve as an Advisor for more than three (3) complete consecutive two (2) year terms; however, a person may return the board after an absence of two (2) years.
Section 3. Ex-Officio Advisors.
Ex-Officio members of the Board may include the Fund’s Legal Counsel, the individual performing the Fund’s accounting functions, and the individual serving as community relations representative, if these individuals are not already serving as an Advisor of the ACCF. Furthermore, a representative from the Community Foundation of South Jersey and Creative New Jersey may serve on the board in an ex-officio manner. The terms of ex-officio members shall not be governed by the tenure requirements of the preceding paragraph. The ex-officio members may serve on committees of the Board and may vote on committee matters, however, they are not entitled to vote on matters of the Board of Advisors.
Section 4. Vacancy or Removal.
Any vacancy on the Board of Advisors shall be filled by the membership of Board of Advisors. Nominations to fill open positions on the Board of Advisors as a result of resignation, death, refusal to serve or otherwise shall be made by the Board of Advisors and approved by a majority vote of the Board of Advisors.
OFFICERS AND DUTIES
Section 1. Officer.
Officers shall be a president, vice-president/ secretary and treasurer. These officers will be elected from the Board of Advisors.
Section 2. Duties of Officers.
President - The President shall be the principal executive officer to the Board of Advisors and shall preside at the meetings, he/she shall perform all duties incidental to the office of Chairman as prescribed by the Board of Advisors, and may sign all instruments as authorized by the Board of Advisors.
Vice-President/Secretary - The Vice-President/Security shall perform duties and exercise the power of the President during the absence or disability of the President. The Secretary shall be the keeper of the recorded minutes of meetings of the ACCF and the keeper of legal ACCF documents. When the Vice-President/Secretary is running the meeting because of the absence of the President, the Vice-President/Secretary will appoint someone to take minutes.
Treasurer - The Treasurer shall be responsible for the handling of the financial matters relative to the operation of the ACCF's business. The Treasurer will work in close cooperation with the Fund’s designee at the Community Foundation of South Jersey (the legal entity housing and managing the ACCF).
Section 3. Term of Office.
The officers of the ACCF shall be elected for a term of two (2) years with a max of two (2) concurrent terms. The term of an officer whose Board term expires before his/her current term as officer shall be extended one additional year to allow him/her to complete the term.
Section 1. Regular Meetings.
The Board of Advisors will meet monthly or as agreed upon by the Board of Advisors with Advisors attending at least 75% of the meeting and not missing more than two (2) consecutive meetings. The failure of an Advisor to attend three (3) consecutive board meetings may be accepted by the board as a de facto or implicit resignation. In any event, an advisor may be removed from the Board by a majority vote of the board at a regularly scheduled board meeting.
Section 2. Annual and Special Meetings.
The Board of Advisors will convene in an annual meeting which may be one of the regular monthly scheduled meetings. The agenda of the annual meeting shall at a minimum include; election of Advisors, election of officers, report on and review of Bylaws, establishment of regular meeting times, treasurer's report, reports of standing committees.
Section 3, Quorum.
Quorum for the Board of Advisors will be a simple majority of the non-vacant seats. The act of the majority of the board at a meeting at which a quorum is present shall be deemed the act of the Board of Advisors (except that the act of three fifths majority or more of the entire Board shall be required with respect to any amendment of these by-laws).
Section 4. Voting and Proxies.
Each member of the Board of Advisors shall have one vote. No votes by proxy but votes via email sent to the board Secretary within 48 hours from the time the vote was originally called will be allowed and counted.
Section 5. Conflict of Interest.
Each Advisor shall disclose to the Board prior to any vote or other action, any potential conflict of interest. The Advisor shall refrain from acting upon any issue for which a conflict of interest may, or may appear to exist, according to the Community Foundation of South Jersey’s policies and procedures.
Section 1. Appointment of Committees.
The entire Board of Advisors shall work together to appoint, if desired, the standing committees named herein and such other committees with such numbers of members as the President may from time to time deem to be advisable and, to the extent not specified herein, the respective chairs of those committees, all of which committees shall be subject to the direction and supervision of the Board. Appointment to a standing committee by the Board of Advisors shall be for a term of two years. The term of a committee chair whose Board term expires before his/her current term as committee chair shall be extended one additional year to allow him/her to complete the chair term. At least two Advisors must be on each committee with one of those members chairing the committee. The remainder of the committee may be comprised of individuals with a demonstrated commitment to furthering the goals of the ACCF.
Section 2. Quorum.
At any meeting of an ACCF standing committee, a simple majority of the committee's members shall constitute a quorum for the transaction of business, and if a quorum is present, a majority of those present may approve or decline any action which may come before the meeting.
Section 3. Standing Committees.
Such standing committees may include, but are not limited to: Executive, Community Relations, Fundraising & Resource Development, and Grantmaking. With the exception of the Executive Committee, these committees may include members not already serving on the Board of Advisors.
The Executive Committee of the ACCF shall consist of the President, the Vice-President/Secretary, the Treasurer and up to three (3) other members of the Board of Advisors, designated by the President and Vice-President, with the approval of the Board. The Executive Committee shall monitor the operation of the ACCF between meetings of the Board of Advisors and, in connection therewith, shall exercise any and all powers of the Board, except for the election of new Advisors and elections of officers, obtaining informal input from the Advisors as deemed prudent, reporting any action taken to the Board at its next meeting and obtaining ratification thereof by the Board in those cases where action of the ACCF Board is legally necessary or advisable.
At any meeting of the Executive Committee, a 4/5th’s majority of its members including the President and Vice President shall constitute a quorum for the transaction of business, and if a quorum is present, a majority of those present may approve any action which may come before the meeting, except that no action which could not be taken by a majority vote at a meeting of the Board shall be taken by the Executive Committee.
Community Relations Committee
The Community Relations Committee shall develop and recommend to the Board of Advisors communication strategies and programs which will increase residential, professional and general public awareness of the ACCF's mission and shall be responsible for the implementation of those strategies and programs. This committee shall conduct programs appropriate for the education of the community regarding operations of the ACCF.
Fundraising and Resource Development Committee
The Fundraising and Resource Development Committee shall research, identify and solicit potential donors to the ACCF. This committee will engage the entire Board of Advisors in its work as it is the responsibility of all Advisors to secure appropriate levels of funding for the ACCF to ensure its sustainability and continuity of grantmaking.
The Grantmaking Committee shall monitor and assess community needs that might be appropriately addressed by charitable activity and make recommendations for Board approval regarding grants and distributions policy issues; review information and recommendations regarding applications; make recommendations for funding to the Board for consideration and approval; and monitor accountability of funded organizations and projects for compliance with terms of grants awarded. Seventy (70%) percent of this committee must be comprised of Atlantic City residents.
Other Committees and Other Provisions
The President shall appoint, with the approval of the Board, such other standing or ad hoc committees as may be necessary to conduct the affairs of the ACCF. All committee chairs of either standing or ad hoc committees shall be Advisors of the Board, but additional members of standing or ad hoc committees need not be Advisors, unless, in respect to a particular committee, the Board of Advisors shall determine otherwise, as is the case with the Executive Committee, in which all members must be Advisors of the Board.
ADMINISTRATION OF FUNDS
Section 1. Administration of Funds.
The Treasurer shall be responsible to make and distribute a written Treasurer's report at each monthly meeting of the Board of Advisors and to forward the recommendation of the ACCF to the Community Foundation of South Jersey (CFSJ) relative to the Board of Advisors' decisions about disbursement. The Treasurer shall also oversee the timely forwarding to Community Foundation of South Jersey of all donations received directly by ACCF and/or expenses of ACCF.
Section 2. Accepting Contributions.
All gifts should be documented to record the donor, the purpose of the gift, the type of gift (cash, check, stock, etc.), the date of the gift and the amount. Copies of all checks should be made before deposit.
The CFSJ strongly recommends that all gifts be acknowledged by the President of the Board of Advisors of the ACCF, or another member of the Board of Advisors, reflecting the nature of the gift. In addition, the CFSJ will acknowledge all contributions in the amount of $100 and over to satisfy IRS requirements.
All gifts shall be mailed to the CFSJ at 14 Kings Hwy W Suite 102, Haddonfield, NJ 08033 for deposit. Checks should not be endorsed.
Section 3. Check and Cash Gifts.
If cash is received, the ACCF must obtain a cashier's check made payable to the specific fund for which they would like the check deposited. Cash shall not be sent through the mail. All gifts must be forwarded immediately to the CFSJ as a gift register. The gift register must contain: name of the donor, address of the donor, amount of the check, fund in which the check should be deposited, and who should be sent the acknowledgement letter. If the gift is in honor or memory of a person and the ACCF wants the CFSJ to notify the honoree or the family of the gift, the name and address of the person to be notified shall be included on the gift register. These forms shall be typed so that they can be easily read. The ACCF should retain a copy of the checks and gift register for their records.
Section 4. Other Gifts.
If the ACCF is offered gifts of personal, tangible or real property, CFSJ shall be notified immediately for procedures on how to proceed. Such gifts will not be immediately accepted. Due to legal liability and other issues, each gift must be reviewed on a case-by-case basis to determine the best procedure.
Section 5. Year End.
The CFSJ's fiscal year ends on December 31. If the gift is to be credited (including for any match purposes) in a fiscal year, it must be postmarked by December 31, without exception. Please notify the CFSJ of gifts mailed on the 31st so that the CFSJ can account for those gifts. ACCF should not wait until the end of the fiscal year to forward gifts. In order to prepare for the annual audit and submit grant reports to funders, the CFSJ must close out the year as soon as possible.
Section 6. ACCF Procedure for Submitting Expenses to the CFSJ.
As each ACCF's pass-through fund allows, legitimate expenses that support the ACCF in its work may be paid. In order to pay an expense, the ACCF's Treasurer submits a signed check request * with the receipts for the expenses to the CFSJ. A designated Affiliate Coordinator approves the check request and it is submitted to CFSJ. CFSJ records the expense. Checks will be issued as soon as possible. If the vendor does not have an employer identification number (EIN) from the IRS, the Affiliate must obtain a W-9 IRS form (Request for Taxpayer Identification Number) from the vendor before payment can be made. If the vendor lists a social security number and not an EIN number on the W-9, CFSJ is required by the IRS to submit a 1099 to the vendor at the end of the year.
Section 7. Fund Statements and Other Reports.
The ACCF Treasurer will receive an email with a link to fund statements for all funds listed with the ACCF. As the ACCF's programs grow, other reports may be requested. CFSJ wishes to support ACCF to the fullest extent possible and will review each request for feasibility of generating the report.
AMENDMENT TO THE BYLAWS
Section 1. The Bylaws may be amended, altered, changed, or repealed by an affirmative vote of two-thirds (2/3) of the members of the Board of Advisors present and voting at any regular or special meeting. Changes to the Bylaws shall be made in consultation with CFSJ.
RULES OF ORDER
Roberts Rules of Order or a similar set of rules will guide the dialogue and establish the structure for meetings.