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UNION COUNTY WATCHDOG ASSOCIATION, INC.

BYLAWS

ARTICLE I NAME AND PURPOSE

Section 1. The name of the Corporation is the UNION COUNTY WATCHDOG ASSOCIATION, INC.

Section 2. The purpose of the Corporation shall be to act as a vehicle to educate the residents/taxpayers of Union County by monitoring the activity of the
County government and advocating change to eliminate waste, corruption and incompetence, thereby holding elected officials and their representatives accountable for their actions.

ARTICLE II - OFFICES

Section 1. The registered office of the corporation in the State of New Jersey shall be located at 157 Washington Street, Morristown, New Jersey, and the registered agent therein and in charge thereof, upon whom process may be served, shall be Kathi F. Fiamingo.

Section 2. The Corporation's principal office shall be at 202 Walnut Avenue, Cranford, New Jersey 07016.

Section 3. The corporation may also maintain such other offices within or without the State of New Jersey as the Board of Directors may from time to time determine.

ARTICLE II - MEMBERS

Section 1. Members. The Corporation shall have members. Membership in the corporation shall be open to all residents of the State of New Jersey who support the purposes of the organization.

Section 2. Classes of Membership. The Corporation shall have active and associate members.

Active members are individuals who are approved by the Board of Directors for membership and who regularly participate in the Corporation's activities and pay yearly dues, as determined by the Board of Directors, and/or who provide comparable in-kind services to the Corporation, as determined by the Board of Directors. Active members may only change their membership status at the time of their yearly dues payment.

Associate members are individuals that endorse the efforts of the Corporation. Associate members may change their status of membership at any time, upon approval of the Board of Directors.

Section 3. Membership Dues. Active members shall pay dues, which shall be used for the purpose of furthering the mission and goals of the Corporation and shall be established annually by the Board of Directors. In kind services may be considered as dues payment at the discretion of the Board of Directors. Associate members shall not be required to pay yearly dues but are encouraged to make financial and in kind contributions to the Corporation to further its goals.

Section 4. Removal of Members. A member can be removed with or without cause. Failure to pay dues within sixty (60) days of their due date may result in automatic removal from the membership roles without further notice. Any active or associate member may be removed from the membership of the Corporation with or without cause upon the vote of 2/3 of the Board of Directors at a meeting at which at least a majority of the Directors are present. Written notice of the proposed removal shall be given to any member considered for removal with the notice of the meeting, by certified mail. No formal hearing procedure need be followed.

Section 5. Meetings. Meetings of the active members shall be held at the principal place of business of the corporation, or at such other place, within or without this State, as may be determined by the board.

Section 6. Annual Meeting.

(a) The annual meeting of active members beginning in the year 2006 shall be held on the first day of October each year at 7:00 o'clock PM, or, if the day set for the meeting falls on a legal holiday, such meeting shall be held on the following business day at the same time and place.

(b) Failure to hold the annual meeting at the designated time shall not affect otherwise valid corporate acts or work a forfeiture or dissolution of the corporation.

Section 8. Special Meetings of Active Members: Special meetings of the active members may be called at any time at the written demand of not less than 25% of all such members entitled to vote at a meeting; by the Board of Directors or by the President.

Section 9. Notice of Members' Meetings:

(a) Written notice of the time, place and purposes of every meeting of members shall be given not less than 10 nor more than 60 days before the date of the meeting, either personally or by mail, to each active member of record entitled to vote at the meeting.

(b) When a meeting is adjourned to another time or place, it shall not be necessary to give notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken and at the adjourned meeting only business shall be transacted as might have been transacted at the original meeting. If after the adjournment, the board fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each member of record on the new record date entitled to notice under subsection (a) of this section.

Section 10. Waiver of Notice or of Lapse of Time:

(a) Notice of a meeting need not be given to any member who signs a waiver of the notice, in person or by proxy, whether before or after the meeting. The attendance of any member at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of the meeting, shall constitute a waiver of notice by that member.

(b) Whenever members are authorized to take any action after the lapse of a prescribed period of time, the action may be taken without the lapse if the requirement is waived in writing, in person or by proxy, before or after the taking of that action, by every member entitled to vote thereon as of the date of the taking of the action.

Section 11. Quorum of Members.

(a) The presence (in person or by proxy) of members entitled to cast a majority of the votes at a meeting shall constitute a quorum at the meeting. The members present in person or by proxy at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. Less than a quorum may adjourn.

(b) Whenever any class of members is entitled to vote separately on a specified item, the provisions of this section shall apply in determining the presence of a quorum of that class for the transaction of the specified item.

Section 12. Action by Members Without a Meeting. Any action required or permitted to be taken at a meeting of members may be taken without a meeting if all the members entitled to vote thereon consent thereto in writing as provided for in N.J.S.A. 15A:5-6. Said written consents shall be filed with the minutes of proceedings of members.

Section 13. Votes Required. Unless otherwise required herein, a majority of the votes cast shall be required to take any action.

Section 14 Proxy Voting.

(a) Every member entitled to vote at a meeting of members or to express consent without a meeting may authorize another person or persons to act for the member by proxy. Every proxy shall be executed in writing by the member or the member's agent, except that a proxy may be given by a member or the agent by telegram or cable or its equivalent. A proxy shall not be valid for more than 11 months unless a longer time is expressly provided therein, but in no event shall a proxy be valid after 3 years from the date of execution. Unless it is coupled with an interest, a proxy shall be revocable at will. A proxy shall not be revoked by the death or incapacity of the member but the proxy shall continue in force until revoked by the personal representative or guardian of the member. The presence at any meeting of any member who has given a proxy shall not revoke the proxy unless the member shall file written notice of revocation with the secretary of the meeting prior to the voting of the proxy.

(b) A person named in a proxy as the attorney or agent of a member may, if the proxy so provides, substitute another person to act in that person's place, including any other person named as an attorney or agent in the same proxy. The substitution shall not be effective until an instrument affecting it is filed with the secretary of the corporation.

ARTICLE III - DIRECTORS

Section 1. Number of Directors. Qualifications. Term. The activities of the corporation shall be managed by its Board of Directors. The number of Directors of the corporation shall be five (5). Directors shall be at least 18 years of age and shall be residents of the State of New Jersey and active members of the Corporation. At each annual meeting new directors shall be appointed by those remaining duly qualified directors. Each director will serve a three (3) year term following his or her election or until his or her successor is elected, or until his or her death, or until he or she resigns, or until he or she is removed in the manner provided. The initial Board of Directors will draw lots for initial terms of office with terms for approximately one-third of the Trustees expiring each year.

Section 2. Meetings of the board may be held either within or without this State.

Section 3. Regular meetings. Regular meetings of the Board of Trustees will be held in New Jersey at a time and place determined by a resolution adopted by a majority of the whole Board of Trustees. Verbal or written notice of regular meetings shall be given five (5) days prior to the meeting.

Section 4. Director's Voting. Quorum.

(a) A majority of the entire board, or of any committee thereof, shall constitute a quorum for the transaction of business.

(b) The act of the majority present at a meting at which a quorum is present shall be the act of the board or the committee. Any action required to be authorized by a vote of the Directors greater than a majority shall be rescinded or modified only by a like vote.

(c) Any or all directors may participate in a meeting of the board or a committee of the board by means of conference telephone or any means of communication by which all persons participating in the meeting are able to hear each other.

Section 5. Special Meetings. Special meetings of the board may be called by the President, or by a director for any purpose, upon seven (7) days' notice to each Director, either by mail, postage prepaid, addressed to the Director at that Director's last address as it appears on the corporate records, or by personal delivery.

Section 6. Waiver of Notice. Notice of any meeting need not be given to any Director who signs a waiver of notice, whether before or after the meeting. The attendance of any Director at a meeting without protesting prior to the conclusion of the meeting the lack of notice of the meeting shall constitute a waiver of notice by that Director. Neither the business to be transacted at, nor the purpose of, any meeting of the board need be specified in the notice or waiver of notice of the meeting. Notice of an adjourned meeting need not be given if the time and place are fixed at the meeting adjourning and if the period of adjournment does not exceed ten days in any one adjournment.

Section 7. Action of Directors without a Meeting. Any action required or permitted to be taken pursuant to authorization voted at a meeting of the board or any committee thereof may be taken without a meeting if, prior or subsequent to the action, all members of the board or of the committee, as the case may be, consent thereto in writing and the written consents are filed with the minutes of the proceedings of the board or committee. The consents shall have the same effect as a unanimous vote of the board or committee for all purposes, and may be stated as such in any certificate or other document filed with the Secretary of State.

Section 8. Removal of Directors. One or more or all the Directors may be removed for cause by the affirmative vote of the majority of the votes cast by the members entitled to vote for the election of Directors. The board may remove Directors for cause and suspend Directors pending a final determination that cause exists for removal.

Section 9. Vacancies and Newly-Created Directorships.

(a) Any directorship not filled at the annual meeting and any vacancy, however caused, occurring in the board may be filled by the affirmative vote of a majority of the remaining Directors even though less than a quorum of the board, or by a sole remaining Director. A Director so elected by the board shall hold office until the next succeeding annual meeting and until a successor is elected and qualified.

(b) When one or more Directors shall resign from the board effective at a future date, a majority of the Directors then in office, including those who have so resigned, may fill the vacancy or vacancies, the vote thereon to take effect when the resignation or resignations become effective. Each Director so chosen shall hold office as herein provided in the he filling of other vacancies.

(c) Any Directorship to be filled by reason of an increase in the number of Directors shall be filled by election at an annual meeting or at a special meeting called for that purpose of the members.

Section 10. Resignation of Directors. A Director may resign by written notice to the corporation. The resignation shall be effective upon receipt thereof by the corporation or at a subsequent time as shall be specified in the notice of resignation.

ARTICE IV - OFFICERS

Section 1. Election. Composition. Term. Duties.

(a) The officers of the corporation shall be elected by the Board of Directors and shall consist of a president, a secretary, a treasurer, and, if deemed advisable, a chairman of the board, an executive director, one or more vice president's and such other officers as may be prescribed by these by-laws.

(b) Any two or more offices may be held by the same person, but no officer shall execute, acknowledge, or verity instrument in more than one capacity if the instrument is required by law or by the by-laws to be executed, acknowledged, or verified by two or more officers.

(c) Any officer elected as herein provided shall hold office for the term for which that officer is so elected and until a successor is elected and has qualified, subject to earlier termination by removal or resignation.

(d) All officers of the corporation, as between themselves and the corporation, shall have the authority and perform the duties in the management of the corporation as may be provided in these by-laws, or as may be determined by resolution of the board not inconsistent with the by-laws.

Section 2. President. The President shall be the Chief Executive Officer of the corporation and shall preside at all meetings of the members and of the board. The President shall have all of the general powers and duties which are usually vested in the office of the President of a corporation. Subject to the control of the board, the President shall have general supervision, direction and control of the business of the corporation and shall have such other powers and duties as may be prescribed by the board or these by-laws.

Section 3. Vice President. The Vice President, if any, shall assume the duties of the President whenever the President shall be absent, disabled, refuses or is unable to act. If neither the President nor the Vice President is able to act, the board shall appoint some other member of the board to do so on a temporary basis. The Vice President shall also perform such other duties as shall be placed upon the Vice President from time to time by the board or these by-laws.

Section 4. Secretary. The Secretary shall keep the minutes of all meetings of the board and of the members. The Secretary shall keep the seal of the corporation and shall have charge of such books and papers as the board may direct. The Secretary shall perform all of the duties incident to the office of Secretary, including, but not limited to, the giving of notices of meetings of members and the Board of Directors as prescribed by law of these by-laws.

Section 5. Treasurer. The Treasurer shall be chief financial officer of the corporation. The Treasurer shall have charge of funds and securities and shall have responsibility for keeping, or causing to be kept, full and accurate accounts, tax records and business transactions of the corporation. The Treasurer shall disburse the funds of the corporation as may be ordered by the board and shall have such other powers and perform such other duties as may be prescribed by the board or these by-laws.

Section 6. Removal and Resignation of Officers. Filling of Vacancies.

(a) Any officer elected by the board may be removed by the board with or without cause. The removal of an officer without cause shall be without prejudice to that officer's contract rights, if any. Election or appointment of an officer shall not of itself create contract rights.

(b) An officer may resign by written notice to the corporation. The resignation shall be effective upon receipt thereof by the corporation or at a subsequent time as shall be specified in the notice of resignation.

(c) Any vacancy occurring among the officers, however caused, shall be filled by the board.

Section 7. Bonds. Facsimile Signatures and Seals. The seal of the corporation and any or all signatures of the officers or other agents of the corporation upon a bond and any coupon attached thereto may be facsimiles if the bond is countersigned by an officer or other agent or a Director or other certifying or authorizing authority. In case any officer or other agent who has signed or whose facsimile signature has been placed upon the bond or coupon shall have ceased to be an officer or agent before the bond is issued, it may be issued by the corporation with the same effect as if that officer or agent were an officer or agent at the date of its issue.

ARTICLE V - FISCAL YEAR

The fiscal year of the corporation shall begin on the first day of October in each year.

ARTICLE VI - AMENDMENTS

The board shall have the power to make, alter and repeal by-laws unless that power is reserved to the members in the Certificate of Incorporation, but by-laws made by the board may be altered or repealed, and new by-laws may be made, by the members. Any by-law made by the members shall not be altered or repealed by the board.

VII - MISCELLANEOUS PROVISIONS

Section 1. The initial by-laws of the corporation adopted by the board at its organization meeting shall be deemed to have been adopted by the members.