SECTION 1
This fund shall be known as the New Jersey Osteopathic Education Foundation. This fund shall include the corpus and earnings, appreciation, or additions thereto held by the Trustees for the uses, purposes and trusts set forth in this Agreement and Declaration of Trust and any amendments, if any, which may be made to this Agreement and Declaration of Trust, hereinafter referred to as “Agreement.”

SECTION 2
The term “Association” shall mean the New Jersey Association of Osteopathic Physicians and Surgeons.

SECTION 3
The term “Trustees” shall mean those persons designated in accordance with the provisions of Article II section 1 of this Agreement as well as any successors, all of who shall be in charge of the overall administration of this Foundation.

SECTION 4
The designation, Trustee Emeritus, shall be granted to a Trustee who has made outstanding contribution or has rendered outstanding service to osteopathic education.

SECTION 5
“Corporate Trustee” shall mean the bank, trust company or other financial institution or individual as may be designated by the Trustees to hold the property of the Foundation and to manage the Foundation in accordance with the terms of the contract that might be entered into by and between the Trustees of the Foundation and said Corporate Trustee.

SECTION 6
“House of Delegates” means the House of Delegates of the New Jersey Association of Osteopathic Physicians and Surgeons.

SECTION 7
“Effective Date” means the date upon which the Agreement has been executed by the Association and the Trustees.

SECTION 8
“Contributions” means the money paid to this Foundation.

SECTION 9
“Administrator” means the person who shall be appointed by the Board of Trustees to act as the Administrator of the Foundation.

SECTION 10
“Ex-Officio” members shall have voice but no vote and shall include the Dean of the New Jersey School of Osteopathic Medicine (or its successor school, the Rowan University School of Osteopathic Medicine), the NJAOPS Executive Director and the NJAOPS Treasurer.

SECTION 1
There is hereby established a trust to be known as the New Jersey Osteopathic Education Foundation.

SECTION 2
The purpose of this Foundation shall be to receive funds from the Association and from any other sources in order to provide the means of advancing osteopathic education through:

1. the support of the University of Medicine and Dentistry–School of Osteopathic Medicine (or its successor school, the Rowan University School of Osteopathic Medicine) and, when possible, other colleges of osteopathic medicine;
2. the providing for and maintaining within the limits of the funds to do so, the granting of scholarships to New Jersey residents who have been accepted to colleges of osteopathic medicine;
3. to support predoctoral, postdoctoral and “Continuing Osteopathic Medical Education;” and
4. improving the practice of osteopathic medicine, enhancing public health education, and raising the standards of health care of the people of the State of New Jersey.

SECTION 1
The Foundation shall be administered and operated by a Board of Trustees of up to 25 members. The NJAOPS President, who by virtue of his or her office, shall be one of the Trustees. The Trustees shall consist of a majority of D.O.s who are members in good standing of the NJAOPS House of Delegates. The terms of office for the Trustees shall be three years. Additional Trustees shall be elected for one, two or three years as determined by the Board so that approximately the same number of Trustees shall be elected each year.

SECTION 2
In case any of the Trustees shall die, become incapable of acting hereunder, resign or be removed a successor Trustee shall be appointed by the House of Delegates at the next regular meeting, except that, if any such event were to occur with respect to the President of the Association, the successor in said office shall be the successor Trustee of the Foundation. Any elected Trustee will automatically resign by having two consecutive unexcused absences or three consecutive absences of any kind unless remanded by action of the NJOEF Board. The House of Delegates shall have the right at any time, to remove any and all of the Trustees, other than the President, by written notice of removal duly sent to the remaining Trustees. However, any such notice of removal shall not become effective unless it contains the name or names, and written acceptance of the person designated to fill the vacancy created by removal.

SECTION 3
A quorum of this Board shall consist of eight (8) of the voting members of this Board. Each Trustee shall have one vote. All matters must be determined by a majority vote of the Trustees present and voting.

SECTION 4
Any successor Trustee shall, immediately upon election or appointment as a successor Trustee, and upon acceptance of the Trusteeship in writing, become vested with all the property writings, power and duties of a Trustee hereunder, and notice of the appointment of the successor Trustee or Trustees shall be given to all of the other Trustees, to any bank or banks used as a depository for the Foundation, as well as to any other institution or person holding any of the property and assets of the Foundation.

SECTION 5.

1. From the voting members of the Board, the following officers shall be elected to a term of office: Chairman, Vice Chairman, Secretary, and Treasurer. The Chairman or the Secretary may call a special meeting of the Trustees at any time by giving at least seven days’ written notice of the date, time and place thereof to the remaining Trustees. Any two of the Trustees may call a special meeting of the Board of Trustees by giving at least ten (10) days’ written notice of the date, time, place and purpose thereof, to the remaining Trustees. Any notice of any special meeting shall set forth the matters to be considered and no other matters may be considered unless all Trustees are present in person and agree. Meeting of the Trustees may also be held at any time without notice if all the Trustees personally consent thereto in writing. In any event, there shall be a regular meeting of the Trustees held at least three times annually.
2. If the circumstances require it, action may be taken by the Trustees without meeting; provided however, that in such case there shall be unanimous written concurrence by all the Trustees then in office of the action to be taken.

SECTION 6
If the Trustees are unable to agree upon, or settle any of the matters as arise during the administration of said Foundation, then the Trustees shall promptly submit the matter to the NJAOPS House of Delegates.

SECTION 1
In operating and administering the Foundation, the Trustees shall have the power and/or duty:

1. To create an Advisory Board, the number of which and the selectees of same to be approved by the House of Delegates.
2. To administer the Foundation for the exclusive benefit of the purpose for which it is being maintained.
3. To receive and collect all contributions due to and payable to the Foundation, or otherwise directed to it. The trustees shall have the right to prosecute, defend, compound, compromise, settle, abandon or adjust, by arbitration or otherwise, any actions, suits, proceedings, disputes, claims, details and things relating to the Foundation.
4. To invest and reinvest the principal and income of the Foundation and to keep same invested without distinction between principal and income.
   1. The Trustees shall have the power to employ professional investment counsel. The Treasurer and the Administrator shall obtain the services of professional investment counsel subject to the approval of the Board of Trustees.
   2. The Chairman shall appoint a Finance and Investment Committee which shall consist of the Treasurer and other Board members selected by the Chairman. This Committee shall be responsible for:
      1. developing a written investment plan for approval by the Board of Trustees. This investment plan shall be reviewed and ratified at least annually by the Board of Directors at the spring meeting. At a minimum, the investment plans shall include the following:
         • “Primary objective is to earn a total rate of return modestly greater than that provided by a portfolio equally divided between stocks and bonds. Selection of this objective implies a desire to keep portfolio risk below that of common stocks but to pursue a return greater than that provided by bonds. It is expected that dividend and interest income will comprise an important part of the total return earned by the portfolio. Allocation of assets shall be recommended by the Finance and Investment Committee and approved by the Board of Trustees, but shall always be made with the goal of a prudent combination of asset maintenance and growth of capital.”
      2. monitoring the status of the Foundation’s investments and providing written reports at each meeting of the Board of Trustees.
      3. advising the President immediately of any adverse situation concerning the Foundation’s investments.
5. The Foundation is specifically authorized to own real estate for its own use or for the use of affiliated organizations and shall be able to borrow money for the purpose of such real estate; to sell, exchange, convey, transfer or dispose of any assets at any time held by the Foundation. No persons dealing with the Trustees shall be required to see the application or propriety of any such sale or other disposal. Also, to make, effectuate, and deliver any and all documents, or transfer any other instruments that may be necessary or appropriate to carry out the power herein granted.
6. To pay and provide for payment of all expenses which may be incurred in connection with the establishment and operation of the Foundation, such as expenses for the employment of administrative, legal, expert and clerical assistance, the purchase or lease of premises to be used and occupied, the purchase or lease of such materials, supplies and equipment as the Trustees, in their discretion, find necessary or appropriate in the exercising of their rights and duties as Trustees.
7. To deposit all Funds received by the Foundation in such a bank or banks as the Trustees may designate for the purpose. The withdrawing of funds from the designated depository bank or bands shall be made only by check or withdrawal voucher signed by the Chairman and Treasurer of the Board of Trustees.
8. To keep true and accurate books of accounts and records of all the transactions of the Foundation, including at least an annual valuation of assets and liabilities of the Foundation, and to have an audit or review made of all books and records by a certified public accountant at least annually, which report, in writing, shall be made available to the Association and also placed in the office of the Trustees.
9. To perform any and all such actions that may be properly incidental to the exercising of the powers, rights, duties and responsibilities to the Trustees, including but not limited to the making, adopting, amending or repealing of rules and regulations not inconsistent with the terms of the Agreement for the purpose of carrying out this Trust and Amendments thereto, including the making of rules and regulations as provided aforesaid relating to and consistent with the purpose of advancing osteopathic education through the Scholarship programs set forth in Article II, Section 2 hereof.
10. To obtain approval from the United States Treasury Department, Commissioner of Internal Revenue, thereby permitting contributions or payments made to the Foundation, to be deductible for tax purposes. To make whatever changes are necessary at any time in order to receive and retain such approval of the Commissioner of Internal Revenue.
11. A Scholarship Selection Committee shall be appointed by the Chairman and approved by the Board of Trustees. The Committee shall include at least four NJAOPS member physicians and may include other Board members, at the discretion of the Chairman. The Chairman of this committee shall be elected by the Committee. This Committee shall administer the Scholarship Program provided for in Article II, Section 2, (b) and (c) respectively, under and in accordance with the rules and regulations promulgated by the Board of Trustees.
12. All Funds received specifically for scholarship, and interest on the first $100,000.00 of the assets of the Foundation shall be reserved exclusively for scholarship and be dispensed for such as determined by the Scholarship Selection Committee. Any additional amounts from interest as designed by the Board of Trustees may also be used for scholarships.
13. The Board of Trustees shall meet at least two times annually in accordance with a schedule of meetings which shall be determined at the first meeting during the Annual convention, or on call of the Chairman or a majority of the voting members of the Board.

SECTION 1
A Trustee or the Trustees shall be protected in action in good faith upon any paper or document believed by the Trustee or Trustees to be genuine and believed to have been made, executed or delivered. So long as the Trustee or Trustees commit no act of willful misconduct, bad faith, or gross negligence, the Trustee or Trustees shall not be held personally answerable or personally liable for either (1) any liability or debts contracted by them as Trustees, or (2) for the non fulfillment or contracts or, (3) or any error of judgement or for any loss arising out of any act or omission in the execution of the Foundation, or (4) for the actions or omissions, whether or not performed at the request of the Trustee, or any other Trustee or of any employee, agent, or attorney elected or appointed by or working for the Trustees.

SECTION 2
The Trustees shall not be liable for the proper application of any part of the Foundation or for any other liability arising in connection with the administration or operation of the Foundation, except as herein specifically provided.

SECTION 3
The Trustees shall have the power to employ legal counsel. The Trustees shall be fully protected in acting and relying upon the advice of such legal counsel in the administration of the Foundation.

SECTION 4
The Trustees may seek protection by any act or proceeding that they may deem necessary in order to settle their accounts; the Trustees may obtain a judicial determination or declaratory judgement as to any questions of construction of the Agreement or as to any act thereunder.

SECTION 5
A Trustee or Trustees may require the other Trustees to execute a release after an audit or review of the Foundation by a certified public accountant discloses that all affairs are in proper order thus entitling the Trustee or Trustees to a release in favor of the Trustee or Trustees, his or their heirs, executors, administrators and assigns. In the event of death, resignation, or removal of a Trustee in the interim between the regular audits then, following the next succeeding audit, such Trustee or Trustees, or their heirs, executors or administrators, in the event of death, shall be entitled to receive a release as of the date of his or their deaths, resignations or removals, which release shall be executed in the manner hereinabove described, with provision, however, that such release shall be granted only if the next succeeding audit or review of the Foundation by a certified public accountant disclosed that all affairs of the Foundation were in proper order at the time of such Trustee’s death, resignation or removal.

SECTION 6
All costs and expenses of any action, suit or proceeding brought by or against the Trustees or any of them, including counsel fees, shall be paid by the Foundation, except in relation to matter which it shall be adjudged in such action, suit or proceeding that such Trustee was acting in bad faith or was grossly negligent or was guilty of willful misconduct in the performance of such Trustee’s duties.

SECTION 7
A Trustee shall not be bound by any notice declaration, regulations, advice or requests unless and until it shall have been received by the Trustee.

SECTION 8
No person, partnership, corporation, or association dealing with the Trustees shall be obligated to see as to the application of any Funds or property of the Foundation, or be obligated to inquire into the necessity or expediency of any act of the Trustees, and every instrument effected by the Trustees shall be conclusive in favor of any person, partnership, corporation, or association relying thereon that: (a) at the time the delivery of said instrument that Foundation was in full force and effect and that (b) the said instrument was effected in accordance with the terms and conditions of this Agreement; and (c) the Trustee was duly authorized to execute such instrument.

SECTION 9
The Trustees shall receive no compensation for their services, but if so voted, shall be reimbursed form the Foundation for all reasonable and necessary expenses which they incur in the performance of their duties. However, a Trustee or Trustees may be compensated by the Foundation if specifically designated by the Board of Trustees to perform work of an administrative nature for the Foundation.

SECTION 10
The Trustees shall be bonded by a duly authorized surety company which is a member of the Surety Association of America, which is in an amount designated by the Board of Trustees, The amount of the bond shall be no less than $10,000.00 or 80% of the assets of the last annual audit, whichever is greater. The cost of the premiums of such bond shall be paid by the Foundation.

SECTION 1
These Bylaws may be amended by the House of Delegates at any annual or semi-annual meeting by the following procedure:

1. The proposed amendment shall be presented in writing to the Executive Director at least ninety days prior to an annual or semi-annual meeting at which it is to be considered.
2. The Executive Director shall forward copies of the proposed amendment to the members of the Committee on Bylaws for review of grammar and form.
3. The Committee on Bylaws shall forward the proposed amendment and its recommendations to the Executive Director within fifteen days of receipt.
4. The Executive Director shall publish same to the membership not less than 30 days prior to the said annual or semi-annual meeting.
5. Passage of the proposed amendment shall require a two thirds vote of the total number of delegates present and voting at the said meeting.
6. The revised Bylaws shall become effective immediately upon adoption.

SECTION 2
This Agreement and the Foundation, shall, except as modified below, continue in full force while there are monies due to and/or in the Foundation, unless terminated by the House of Delegates.

SECTION 3
In the event that this Foundation is terminated, any Funds remaining in the Treasury of the Foundation shall be disbursed to the National Osteopathic Foundation, provided that the National at that time is an exempt organization under and in accordance with Section 501 (c) (3) of the Internal Revenue Act, and does accept such Funds. Should the National Osteopathic Foundation not be so exempt at the time of the termination of this Foundation or refuses to accept the Funds, then, in either such event, the Funds in the hands of the Trustees at the time of the termination of this Foundation shall be disbursed to a similar osteopathic organization exempt under Section 501 (c) (3) of the Internal Revenue Act.

SECTION 1
This Agreement may be executed in one or more counterparts. The signature of a party to any counterpart shall be sufficient evidence of his execution hereof.

SECTION 2
The Provisions of this Agreement shall be liberally construed in order to promote and effectuate the purposes for which the Foundation is being maintained. The Trustees shall have power to interpret, apply and construe the provisions of this Agreement, and any construction, interpretation and application adopted by the Trustees in good faith shall be binding upon all persons who may be involved or affected.

SECTION 3
In the event that any provision of this Agreement shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining provisions of this Agreement, and any construction, interpretation and application adopted by the Trustees in good faith shall be binding upon all persons who may be involved or affected.

SECTION 4
This Foundation is accepted by the Trustee in the State of New Jersey, and all questions pertaining to its validity, construction and administration shall be determined in accordance with the laws of the State of New Jersey.

SECTION 5
Wherever any words are used in this Agreement in the singular form, they shall be construed as through they were also used in the plural form in all situations where they would apply, and wherever any words are used in the Agreement in the plural form, they shall be construed as though they were also in the singular form in all situations where they would so apply.

IN WITNESS THEREOF, the undersigned, by their duly authorized proper office, do hereunto set their hands and seals the day and year first above written.