BYLAWS OF THE

NOW-NJ FOUNDATION, INC.

Article I. Name

The name of this organization is "The National Organization for Women of New Jersey Foundation, Inc. (the "Foundation")

Article II. Statement of Purpose

The Foundation's purpose is to conduct charitable and educational programs to promote women's equality. These programs may include, but shall not be limited to the promotion of women's rights and other human and civil rights secured by law.

Article III. Membership

The Foundation shall not have members.

Article IV. Board of Trustees

The Foundation's affairs shall be conducted under the direction of a Board of Trustees which shall be identical to the Board of Trustees of NOW-NJ, with each NOW-NJ trustee automatically coming a trustee of the Foundation. Each vacancy, resignation, removal, appointment or election of a NOW-NJ trustee shall work a simultaneous I identical change as to that person's service as a Foundation trustee.

Section 1: Annual Meeting of the Board

A regular meeting of the Board shall be held in December of each year upon not less than ten days' written notice of the time, place and purposes of the meeting. The Board may provide for additional regular meetings which may be held without notice by resolution adopted at any meeting of the Board.

Section 2: Special Meetings of the Board

Special meetings of the Board for any purpose or purposes may be called at any time by the President or by a majority of the Executive Committee. Such meetings shall be held upon not less than ten days notice given personally or by telephone, telefax, or by mail. Such notice shall specify the time and place of the meeting

Article V. Officers

The Foundation's day-to-day affairs shall be conducted by its officers, who shall be those persons holding the offices in NOW-NJ, having been duly elected by the NOW-NJ membership pursuant to their bylaws, corresponding to the Foundation offices listed below. Each vacancy, resignation, removal, appointment or election of a NOW-NJ officer shall work a simultaneous, identical change as to that person's service as a Foundation officer.

NOW-NJ Inc.

President

Administrative Vice President

Action Vice President

Finance Vice President

Leadership Vice President

Secretary

NOW-NJ Foundation Inc.

President

Administrative Vice President

Programming Vice President

Treasurer

Leadership Vice President

Secretary

Section 1. Titles and Duties

A. President: There shall be a President who shall be a voting member of the Board. The President shall be responsible for the day-to-day operation of the organization between Board meetings shall call the meetings of the Board and of the Executive Committee, and shall preside at these meetings; shall have authority to approve and disburse grants within aggregate financial limits established by the budget approved by the Board. This person may be hired in a staff position, but shall receive no compensation for her/his services as an elected officer, except for reimbursement for reasonable expenses incurred.

B. Administrative Vice President: There shall be an Administrative Vice President who shall be a voting member of the Board. The Administrative Vice President shall assist the President in any way possible, including performing the duties of the President in the absence or inability of the President. The Administrative Vice President shall be responsible for overseeing all committees and for all routine administration of the organization.

C. Programming Vice President: There shall be a programming Vice President who shall be a voting member of the Board. The Programming Vice President shall be responsible for coordinating all major programs and events.

D. Treasurer: There shall be a Treasurer who shall be a voting member of the Board. The Treasurer shall oversee preparation of the budget, receiving all funds and depositing them in such bank(s) as may be designated by the Board, dispersing these funds in accordance with the approved budget, and making regular reports to the Board. This person may be hired in a staff position, but shall receive no compensation for her/his services as an elected officer, except for reimbursement for reasonable expenses incurred.

E. Leadership Vice President: There shall be a Leadership Vice President who shall be a voting member of the Board. The Leadership Vice President shall be responsible for leadership development and training.

F. Secretary: There shall be a Secretary who shall be a voting member of the Board. The Secretary shall keep the minutes of the Board and the Executive Committee; shall keep records of the membership of the Board; shall be responsible for the general correspondence of the corporation.

Section 2. Executive Committee: The officers shall consist of a President, Administrative Vice President, Programming Vice President, Treasurer, Leadership Vice President, and Secretary and shall constitute the Executive Committee of the Foundation. The Executive Committee shall be responsible for the operation of the Foundation between meetings of the Board of Trustees of the Foundation.

Section 3. Eligibility

Any duly elected NOW-NJ officer in good standing shall be eligible to hold office in the NOW-NJ Foundation.

Section 4..Term of Office

Officers shall serve from forty-five (45) days after their election until forty-five (45) days after their successors have been duly ,elected.

Section 5. Suspension or Removal of Officers

The Foundation Board may, by a three-fourths (3/4) vote of the Board members present at a regularly scheduled Board meeting at which a quorum exists, after not less than thirty (30) days of consideration of the question, suspend or remove from office any officer of the Foundation, if the Board determines after notice and opportunity for hearing that the actions of such officer are contrary to the purposes of NOW-NJ Foundation and injurious to the organization, or that the officer has abandoned her/his duties

Section 6. Resignation

An officer may resign by submitting her/his resignation in writing to the President of the organization.

Section 7. Vacancies

In the event of a vacancy in any of the Foundation offices the Foundation Board shall immediately elect from among the NOW-NJ membership-at-large an acting officer to serve until State Conference.

Section B. Salaries

The Board shall set the salaries of the paid staff, which may include, but is not limited to, an Office Manager; an Executive Director and an Accountant, for the next term. Staffpersons who are on the Board may not vote on matters of their salary.

Article VI. Committees

Section 1. Standing Committees of the Board

A. There may be standing committees of the Board, which may include, but are not limited to, the following:

1. Public Relations

2. Finance and Budget

3. Publications

4. Legal

B. The Board, by resolution approved by a majority vote of the Board members present at a regularly scheduled Board meeting at which a quorum exists, may form one or more committees of one or more members. Members of standing committees may include persons who are not trustees, provided that at least one member of each committee shall be a trustee and that any act of any committee which has members who are not trustees shall be advisory, shall not bind the Board or the Corporation, and shall be subject to Board approval.

C. The President shall designate the chair and members of each committee subject to the approval of the Board.

D. The members of the standing committee shall serve for the duration of the term of the administration under which they serve.

E. The standing committees shall report to the Board at regular intervals.

Section 2. Advisory Committee

There may be an Advisory Committee appointed by the President which may consist of a chair appointed by the President and not more than one-hundred people who shall serve for two years. The Advisory Committee shall be available to the President and Board for advice and consultation as requested and for assistance in fundraising. The Chair shall be a non-voting member of the Board and shall serve for a term of two years.

Section 3. Special Committees of the Board

There may be other committees which do not have the authority of the Board for management of the corporation, but which may advise the Board and officers or perform such other duties as the Board or President may wish to assign.

Article VII. Finance

Section 1. Fiscal Year

The fiscal year shall begin January 1 and end December 31.

Section 2. Budget

The Treasurer shall be responsible for preparing a proposed line-item budget for the fiscal year. The budget shall be approved by a majority vote of the members of the Board present and voting at a meeting preceding the commencement of the fiscal year on January 1. Review and revision of the budget may occur at any regular or special meeting of the Board by a majority vote of those present and voting.

Article VIII. Amendments

These bylaws may be amended by affirmative vote of three-fifths of the entire Board of Trustees of the corporation at any duly convened regular or special meeting of the Board, provided that the general sense of the amendment is contained in the notice for that meeting.

Article IX. Parliamentary Authority

Except as herein provided, all proceedings of the Foundation shall be governed by Robert’s Rules of Order Newly Revised.

Article X. Compensation

Trustees shall not receive any fee, salary or remuneration of any kind for their services in such capacities, provided, however, that trustees and officers may be reimbursed for reasonable expenses incurred.

Article XI. Indemnification

No officer or trustee shall be personally liable to the Foundation's creditors for an indebtedness or liability, and any and all creditors must look only to the assets of the corporation for payment. This corporation shall indemnify any officer or trustee who was a party, who is a party, or who is threatened to be made a party to any threatened, pending or completed action brought by or on behalf of this corporation or persons other than the corporation if such officer or trustee is deemed to have acted in good faith in light of all the facts and circumstances as they existed at the time of the alleged action or inaction of such officer or trustee.

Article XII. Conflict of Interest

No Board member or employee of the Foundation shall participate in the discussion of or vote on any issues that, in the opinion of the Board of Trustees, constitutes a conflict of. interest or may accrue personal benefit or profit of that person or organization.

Article XIII. Dissolution

Upon dissolution, after payment of all debts, no part of the remaining assets may be distributed to any trustee of the corporation but shall be distributed to another organization exempt under the provisions of Section 501(c)(3) of the United States Internal Revenue Code.

NOW-NJ Foundation

is a member of: