ARTICLE I: PURPOSE
ARTICLE II: OFFICES
MMCF may have such offices as the Board of Directors may require. The principal office shall be located at Four Sesons at Mirage Active Adult Community in the county of Ocean and State of New Jersey.
ARTICLE III: MEMBERS
1.1 The term “members” does not convey an ownership interest of any kind in MMCF.
1.2 The first members of the Corporation shall consist of the members of the original Board of Directors of the Corporation, unless they have resigned or their membership otherwise terminated.
1.3 Thereafter, the eligibility and qualifications for membership and the manner of and admission into membership shall be prescribed as outlined in item 2 of Article III.
1.4 All resolutions or rules and regulations relating to members adopted by the Board of Directors of the Corporation shall be affixed to the Bylaws of the Corporation and shall be deemed to be a part thereof. Such resolutions or rules and regulations adopted by the Board of Directors may prescribe, with respect to all members, the amount and manner of imposing and collecting any initiation fees, dues, or other fees, assessments, fines and penalties, the manner of suspension or termination of membership, and for reinstatement of membership, and, except as may hereinafter otherwise be provided, the rights, liabilities and other incidents of membership.
2. Membeship
2.1 MMCF membership is limited to male residents of the Four Season at Mirage community.
2.2 Membership is on a yearly basis in accordance with MMCF fiscal year, which shall operate on a calendar year basis.
2.3 Each member shall pay the annual membership fee established by the Board of Directors.
2.4 Each member will be deemed to be in good standing only if the member has paid all annual membership fees for each year beginning with such member’s admission in MMCF, including current year’s membership fee.
2.5 A member shall be suspended or removed for cause only. A member shall be suspended or removed by a vote of the majority of the board present at any board meeting considering such removal or suspension. Upon appeal by the member, and upon written notice to the general membership of such appeal, a majority of the membership present may vote to reinstate the member.
2.6 The Board of Directors may cause to be issued certificates, cards or other instruments permitted by law evidencing membership in the Corporation. Such membership certificate, card or other instrument shall be non-transferable. Membership certificates, cards or other instruments, if issued, shall bear the signatures or facsimile signatures of an officer or officers designated by the Board of Directors and may bear the seal of the Corporation or facsimile thereof.
ARTICLE IV: MEETING OF MEMBERS
1. Annual Meeting.
An annual meeting of the members shall be held on the first Tuesday in the month of November each year. The Board of Directors shall determine the time and place of the meeting and may change the date to avoid legal holidays. The meeting will be for the purpose of holding elections and for the transaction of such other business as may come before the meeting.
2. General Meetings
General meetings, when held, will be held on the first (1st) Tuesday of a month.
3. Special Meetings.
Special meetings of the members may be called by the President or the Board of Directors.
4. Notice of Meetings.
4.1 Written notice of a meeting of the members shall be made available to each member by posting on the MMCF Bulletin Board or other such community communication methods available, not less than 10 days nor more than 60 days before the date set for the meeting.
4.2 Such notice shall state the place, day and hour of the meeting. Notice for an annual meeting shall state that the meeting “is being called for the holding of elections and for the transaction of such other business as may properly come before the meeting.” Notices of special meetings shall state the purpose or purposes for which the meeting is called.
4.3 Any meeting of members may be adjourned from time to time. In such event, it shall not be necessary to provide further notice of the time and place of the adjourned meeting if announcement of the time and place of the adjourned meeting is given at the meeting so adjourned.
5. Quorum.
At least twenty percent (20%) of the members must be present at any meeting of the members before business may be conducted. However, if a quorum is not present, a majority of the members present at the meeting may adjourn the meeting from time to time without further notice.
6. Voting.
At all meetings, the membership will vote by a showing of hands. Written ballots may be used for all elections. No proxy, cumulative or write-in voting will be permitted. Those candidates receiving the highest number of votes cast at the annual election shall be constituted and declared officers and/or members of the Board of Directors.
7. Meeting Protocol
All meetings will be conducted in accordance with Roberts Rules of Order
ARTICLE V: BOARD OF DIRECTORS
1. General Powers
The affairs of the Corporation shall be managed by its Board of Directors. Directors need to be members of the Corporation and residents of the Four Seasons at Mirage community.
2. Board Members
The number of board members shall be eleven (11). Five (5) Officers (President, First Vice President, Second Vice President, Secretary and Treasurer), an Assistant Treasurer and five (5) directors. Each officer and/or director shall hold office until such time as a successor is elected at the annual meeting of the members, and duly qualified, subject to earlier termination by removal or resignation. The Board shall consist of all officers along with such other director positions as determined by the members at their annual meeting. In addition, the Directors shall include an individual who shall act as Member Advisor of Information Technology (IT) and who shall serve for a term of one year. The Member Advisor of IT shall be appointed every year by the President with the approval of a majority vote of the Executive Committee and shall serve as a non-voting Director. A vacancy in the position of Member Advisor of IT shall be filled by the President with the approval of a majority vote of the Executive Committee.
3. Regular Meetings
The Board of Directors shall hold six meetings during the year, to be held on alternating months beginning with their annual meeting. The Board of Directors shall hold their annual meeting no later than 30 days after the annual meeting of members at a place and time to be determined by the Board.
4. Special Meetings
The President or any two directors may call for special meetings of the Board and fix the time and place for said meetings.
5. Notice
Directors shall be notified of any special meeting by advance notice in writing which shall be sent by mail, email or personally delivered at least ten (10) days before the time set for the meeting. The notices may be sent to the addresses as shown on the records of the Corporation. Lack of notice is waived by written waiver or attendance at the meeting without protest.
6. Quorum
A majority of the directors must be present in order to conduct business. However, a majority of those present may adjourn the meeting from time to time without further notice.
7. Vacancies
7.1 Any vacancy on the Board may be filled by the affirmative vote of a majority of the remaining directors, even if less than a quorum of the Board. A director so elected to fill a vacancy shall complete the unexpired term of that director’s predecessor in office.
7.2 Until such time as the election occurs, the Board shall appoint an individual or individuals to fill the newly created director(s) position. At election time, the person or persons who win the election for that position(s) shall complete the unexpired term of that director position(s)
8. Compensation
The Board will serve without salary or other compensation but may be reimbursed for expenses incurred on behalf of MMCF.
9. Removal
9.1 Any member of the Board of Directors who shall absent himself from three consecutive meetings of the Board shall be deemed to have resigned as an officer/director and cease to be a member of such Board, unless the officer/director shall present at the next meeting of the Board an excuse for such absence satisfactory to the Board.
9.2 The Board of Directors may remove any director at any time if, in its judgment, the best interests of the Corporation would be served hereby. However, officers elected by the members may not be removed except by the members, but the authority of such officer to act as an officer may be suspended by the Board for cause.
ARTICLE VI: OFFICERS
1.1 The officers of the Corporation shall be as follows:
President
First Vice President
Second Vice President
Secretary
Treasurer
1.2 No individual may hold more than one (1) office at a time during his term. To be an officer or director, one must be a qualified member of MMCF.
2.1 The officers and directors shall be elected annually by the members at their annual meeting. Each Director and Officer shall serve for a term of two (2) years. In even numbered years the President, First Vice President, Treasurer and three (3) Directors shall be elected for two-year terms. In odd numbered years, the Assistant Treasurer, Second Vice President, Secretary and two (2) Directors shall be elected to two (2) year terms.
3. President.
The President shall be the principal officer of the Corporation and shall supervise and control all of the business and affairs of the Corporation. The President shall preside at all meetings of the members and the Board of Directors. The President shall have all such powers as may reasonably be construed as belonging to the chief executive of a non-profit corporation and perform other such duties as may be assigned by the Board of Directors, and shall be an ex-officio member of all committees.
4. First Vice President.
The First Vice President shall act as an aide to the President, perform the duties of the President in the absence of the President or in the event of the President’s inability or refusal to act, and shall perform other such duties as may be assigned by the Board of Directors
5. Second Vice President
The Second Vice President shall act as an aide to the President, perform the duties the of the President and/or the First Vice President in their absence or in the event of the President and/or First Vice President’s inability or refusal to act, and shall perform other such duties as may be assigned by the Board of Directors.
6. Secretary
The Secretary shall keep the minutes and records of MMCF in appropriate books, see that all notices are given in accordance with these Bylaws or as provided by law, keep the seal of the Corporation and affix same to corporate documents, keep a list of all members and directors and their mailing addresses and, in general, perform all duties incidental to the office of Secretary and such other duties as may be assigned by the President or the Board of Directors.
7. Treasurer
The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; shall issue checks for all authorized expenditures properly countersigned by the President or Secretary; shall maintain accurate records of receipts and disbursements; shall present a statement of account at every business meeting, and at other times as may be requested by the President or Board of Directors; shall present all bills not provided for by appropriation in the budget for approval by the Board of Directors and/or in an open meeting, as the occasion demands; shall file all appropriate forms, permits and documents with the various federal, state and local agencies as is require by statute; shall be responsible for the collection of all dues and maintain a record of each member’s dues status; shall promptly notify any member of member their delinquent status; shall notify the Board of Directors for appropriate action as they may recommend of any member who after two months is still delinquent; and, in general, perform all the duties incidental to the office of Treasurer and other duties as may be assigned by the President or Board of Directors.
8. Assistant Treasurer
The Assistant Treasurer shall be responsible for filing:
This position shall not be considered an officer position.
In the absence of the Treasurer or in the event of his death, inability or refusal to act, the assistant treasurer, unless otherwise determined by the Board of Directors, shall perform the duties of the Treasurer and when so acting shall have all the powers of and be subject to all the restrictions upon the Treasurer. The Assistant Treasurer shall perform other duties as may be assigned to them by the Treasurer, by the President, or by the Board of Directors.
9. Directors
A Director may be assigned by the Board of Directors to perform the duties of any Board member in the event of their resignation, refusal or inability to carry out those duties.
8.1 A director shall organize and facilitate committees and meetings.
8.2 A director shall attend committee meeting and keep the Board of Directors abreast of the committee progress.
8.3 A director shall assist Board officers in carrying out their duties when requested.
10. Director of Information Technology
The director of technology shall provide the Board of Directors guidance on (IT) strategies.
Shall advise the Board on the adoption and integration of new technologies.
Shall serve as a liaison between the technical committee and the BOD. Facilitate clear communication and understanding of any issues that may occur.
Shall participate in regular board meetings, and committee sessions.
Shall evaluate risk exposures and recommend appropriate controls for data security.
This position require specific qualifications such as
a. Knowledge of IT infrastructure, software development and cybersecurity.
b. Ability to develop and implement technical strategies that are aligned with the Men’s club objectives.
c. Good communication skills both written and verbal along with the ability to translate technical concepts.
d. Strong decision-making capabilities that will resolve technical challenges.
11. Director of Communication
The Director of communication shall provide both written and verbal communication to the membership and community residents.
Shall write and submit newspaper articles along with photographs of meeting and community events, while maintaining a positive public image of the Mirage Men’s Club.
Shall perform additional duties as requested by the Board of Directors.
This position requires specific qualification such as:
a. A strong background in communication, advertising, and/or public speaking.
b. Strong written and verbal communication skills with a possible background in marketing, journalism or
public speaking.
c. Ability to write clear, persuasive messages for different audiences.
d. Proficient in social media and other digital platforms.
e. Can effectively convey the MMC message while maintaining a positive public image of the organization.
12. Election of Officers
The Election Committee will consist of five (5) volunteer members (in good standing) of the MMCF. The President, with the approval of the Board of Directors, shall appoint the Chairperson of the committee.
12.1 The Chairperson will appoint from the general membership four (4) other members in good standing to serve on the committee. The committee will select and interview potential candidates from the general membership of the MMCF who are members in good standing
12.2 No individual standing for election may be a member of the committee.
12.3 The committee will introduce the selected candidates for each board position up for election at the October General Membership meeting, at which time additional nominations will be accepted from the floor.
12.4 Voting will take place by written ballots at the Annual (1st Tuesday in November) General Meeting.
12.5 Newly elected officers shall assume office on the first day of January following the election and shall be introduced during the February General Membership meeting.
ARTICLE VII: COMMITTEES
1.1 The following shall be standing committees:
Executive
Budget
Member Meetings
Membership
Community Events
Elections
Audit
Website
1.2 The Executive Committee shall consist of all elected officers and they shall also serve as the Budget Committee. All other committees shall be established consisting of members of the Corporation, but may not exercise the authority of the Board of Directors in the management of the Corporation.
1.3 There shall be ad hoc committees, as the Board of Directors shall determine.
1.4 A majority of each committee shall constitute a quorum for the transaction of business and the actions of the majority of the committee members present shall be the actions of the committee.
1.5 Each committee shall appoint from among its members a chairperson, unless the resolution of the board establishing the committee designates the chairperson. A vacancy in the position of chairperson shall be filled in the manner of the original appointment.
1.6 All committees shall function in accordance with the rules and procedures established by the Board of Directors
ARTICLE IX: BUSINESS OPERATIONS
1. Finances
1.1 A rolling balance of $2,500.00 (to be established by the first elected officers and membership) will be maintained to insure uninterrupted operations of the club.
1.2 Additional funding required to meet club goals and objectives will be determined by the Executive Committee and will be obtained by means of fundraiser events or activities as approved by the Board of Directors.
1.3 The Treasurer shall be audited annually within 30 days of the ending of MMCF’s fiscal year. If it deems it necessary, the Executive Committee, upon a simple majority vote, may request an audit at any time. The Audit Committee shall perform all audits.
1.4 The MMCF shall operate on the cash basis of accounting.
2. Records & Operations
It shall be the responsibility of the officers and chairpersons to attend all applicable meeting and perform such other duties as may be delegated to them. It shall be the duty of all officers, chairpersons and standing committees upon leaving office to turn over immediately to the Secretary all data and information relating to their office.
3. Insurance
The Executive Committee shall see that adequate insurance is maintained to protect the organization, its’ officers, directors and members from liability arising out of their services to the organization and the protection of its’ property. However, no indemnification shall be allowed if the officer, director or member was guilty of misconduct regarding the matter in which indemnity is sought.
4. Fiscal Year
The fiscal year of MMCF shall be January 1 to December 31 of the calendar year.
5. Distribution of assets upon liquidation
Upon cessation of operations of MMCF for whatever reason, the Board of Directors shall promptly proceed to gather the assets, collect any amount owed to the Corporation, and pay the debts of MMCF (including amounts owed to members). At such time as MMCF has paid its debts and settled its obligations or established reserves for or otherwise made provision to pay such debts and obligations, the assets of MMCF shall be distributed as follows: Upon dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or any corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose, as chosen by the Board of Directors. Any such assets not disposed of shall be disposed of by any New Jersey court having jurisdiction to such other organization or organizations then so qualifying.
ARTICLE X: AMENDMENTS
These Bylaws may be amended or repealed by an affirmative vote of at least two-thirds (2/3) of those present at a meeting of the members called for the purpose of acting upon such amendment (provided that a quorum is present). Amendments to the bylaws must be submitted in writing to the membership at least ten (10) days prior to the annual meeting or special meeting called for such purposes
(CORPORATE SEAL)
The seal of the Corporation shall be in the form affixed below.
Revised September 2, 2025
