Motion to Amend Bylaws – 15 March 2025 Assembly

Motion to Amend Bylaws

Section 4.08. Execution of Documents.
Those Officers and/or Trustees designated by resolution of the Board to sign them may execute contracts, agreements, and engagements on behalf of the Intergroup.

Motion made by:

OIAA Treasurer

Justification:

When the bylaws were written, we did not have Trustees as members of the board.  It appears to be an oversight.  All members of the board, officers and trustees, have a fiduciary duty to the membership according to NJ Statutes, Section 15A:6-14.  The latitude to designate trustees, as well as officers, to execute documents will allow the board to work more efficiently. 

Reference:

2023 New Jersey Revised Statutes
Title 15A – Corporations, Nonprofit
Section 15A:6-14 – Standard of care; liability of trustees; reliance on corporate records

Universal Citation:

NJ Rev Stat § 15A:6-14 (2023)

15A:6-14. Standard of care; liability of trustees; reliance on corporate records

15A:6-14. Standard of care; liability of trustees; reliance on corporate records.

Trustees and members of any committee designated by the board shall discharge their duties in good faith and with that degree of diligence, care and skill which ordinary, prudent persons would exercise under similar circumstances in like positions. In discharging their duties, trustees and members of any committee designated by the board shall not be liable if, acting in good faith, they rely on the opinion of counsel for the corporation or upon written reports setting forth financial data concerning the corporation and prepared by an independent public accountant or certified public accountant or firm of accountants or upon financial statements, books of account or reports of the corporation represented to them to be correct by the president, the officer of the corporation having charge of its books of account, or the person presiding at a meeting of the board. A trustee shall not be personally liable to the corporation or its members for damages for breach of duty as a trustee if and to the extent that such liability has been eliminated or limited by a provision in the certificate of incorporation authorized by subsection c. of N.J.S.15A:2-8, except that, in the case of a trustee of a corporation which is established for the purposes provided for in P.L.1959, c.90 (C.2A:53A-7 et seq.) who serves without compensation, other than reimbursement for actual expenses, the trustee shall not be personally liable to the corporation or its members for damages for breach of duty as a trustee, whether or not such liability has been eliminated or limited by a provision in the certificate of incorporation authorized by subsection c. of N.J.S.15A:2-8.

L.1983, c.127, s.15A:6-14, eff. Oct. 1, 1983; amended 1989,c.260,s.3.