BOARD GUIDELINES AND BYLAWS
When people are asked to serve on the DMC Board, they should be made aware of the responsibilities of being a DMC Board member, and that by agreeing to serve as a DMC Board member they are consenting to carry out those responsibilities. The board of directors is solely responsible for developing and recommending program policy and the annual program budget. Said program policy and budget shall be recommended to the Cranford Township Committee.
The guidelines, which follow, clarify the particular duties and responsibilities of the DMC Board.
DUTIES OF THE DMC BOARD
The major duties of the DMC Board are:
1. To establish the general policies that govern the District Management Corporation.
2. To develop long range plans for Cranford’s downtown, including mission statement
and progress monitoring.
3. To be involved in the selection and hiring of staff.
4. To serve as legal custodian of the DMC’s assets.
5. To be responsible for the DMC’s finances, including budget creation,
documentation, and reporting of DMC financial activities, and raising of necessary
funds.
STANDARDS OF CONDUCT
1. Board members will support Board decisions, even when he or she may disagree with
the majority decision.
2. Board members will understand the mission of the DMC and promote its goals and
activities to the community as a whole and to his or her own constituent group.
3. Board members will attend Board meetings, and contribute knowledge and resources
to the DMC program, offering their opinions honestly, without reservation and in a
constructive way.
4. Board members will promote unity within the DMC organization and the
downtown community.
5. Board members will encourage orderly, systematic and incremental implementation
of the Board’s annual goals and plans, while discouraging distraction by secondary
issues not included in the annual agenda.
6. Board members will honor their commitments to the DMC program.
7. Board members will honor confidentiality of certain Board actions until made so
public.
Chapter 199 (Special Improvement District) of the Code of the Township of Cranford states the following: The Cranford District Management Corporation “…shall exercise the following powers:
A. Adopt bylaws for the regulation of its affairs and the conduct of its business and prescribe rules, regulation and policies in connection with the performance of its functions and duties.” (199-6A)
BYLAWS OF THE CRANFORD DISTRICT MANAGEMENT CORPORATION
Article 1. Name and Principal Office of the Corporation
Section 1. The name of this corporation shall be the Cranford District Management Corporation (hereinafter referred to as “the Corporation”) The principal offices shall be located in the Cranford Municipal Building, 8 Springfield Avenue, Cranford, NJ 07016.
Article 2. Purpose
Section 1. The purposes for which this corporation is organized are to stimulate downtown economic development in Cranford through encouraging cooperation and developing leadership in the business community; creating a positive image for downtown Cranford as a viable place, to live, shop and invest; improving the visual aspects of downtown; and receiving, distributing and administering funds in connection with activities related to the above purposes, as described in Chapter 199 (Special Improvement District) of the Code of the Township of Cranford.
Article 3. District Area
Section 1. The District Area shall be that geographic area designated by street address and tax lot and block number set forth in Section 199-3 of the Code of the Township of Cranford.
Article 4. Board of Trustees
Section 1. The Corporation shall be governed by Board of eleven (11) Trustees appointed by the Township committee as follows:
(1) A member of the Township Committee appointed by a majority vote of the Township Committee for a one-year term ending December 31.
(2) Four (4) residents of the Township of Cranford who neither are an owner or tenant of property in the district nor conduct a business therein nor is a stockholder, officer, employee or director of any business conducted in the district.
(3) Three (3) persons who are owners of real estate located within the district or officials of a corporation or entity owning real estate within the district, of which one (1) may be the owner of commercial or business real estate located anywhere with the Township of Cranford.
(4) Three (3) persons who are proprietors or employees of businesses conducted in the district.
Appointments will be for three-year terms. All appointments shall expire December 31. Vacancies on the Board of Trustees shall be filled by appointment of the township Committee and will be filled for the remainder of the unexpired term. The Chairman of the DMC Board of Trustees shall be appointed annually by the Township Committee. Persons who have previously served on the DMC Board may be reappointed.
After three (3) unexplained absences from Board meetings, the absent member will be contacted by the DMC Chairperson and asked to reconsider whether or not he or she is able to meet his/her Board commitments. Any Trustee may resign by submitting written notice or resignation to the Board Chairperson. When a Trustee does not meet the qualifications described above under which he or she was appointed, that Trustee’s appointment shall be revoked by Township Committee.
Section 2. The Director of the DMC/SID shall be present at all meetings of the DMC Board.
Section 3. At all meetings of the DMC Board, a majority of the voting members thereof shall constitute a quorum for the transaction of business. If a quorum shall not be present at any meeting of the Board, the Trustees present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
Section 4. All new members of the DMC Board shall participate in an orientation program familiarizing them with the goals and objectives of the Corporation and with their responsibilities.
Article 5. Officers and Committees
Section 1. The officers of the Corporation shall be the Chairman appointed by the Township Committee, who also shall serve as Secretary, and a Vice Chairman and a Finance Chairman appointed by the Chair annually at the first Board meeting in January.
The Chairman of the DMC Board shall preside at all business meetings, but may at his or her discretion or at the suggestion of the Trustees arrange for another officer to preside at other meetings. The Chairman shall perform such duties as are usually incumbent upon that officer and such duties as may be directed by resolution of the DMC Board or Township Committee.
The Chairman will annually at the first meeting in January appoint:
A. A Vice Chairman who will preside at the DMC Board meetings in the absence of the Chairman, and who will from time to time perform other duties that the Board deems appropriate;
B. A Finance Chairman who will serve a chairperson of the Finance Committee, and who will from time to time perform other duties that the Board deems appropriate.
C. Advisory Committees: This Corporation shall have at four (4) advisory committees: Budget & Finance; Economic & Business Development; Marketing & Communications; Maintenance & Horticulture. Each advisory committee shall have as a chairperson a member of the Board who shall be responsible for directing and coordinating the affairs of the committee in cooperation with the Downtown Director; reporting to full Board. The terms of the committee chairs will be for on (1) year commencing January 1.
The Chairperson may appoint, when necessary, one or more committees in addition to the above-named.
Article 6. Amendments
Section 1. The Board shall have the power to alter, amend or repeal Bylaws or adopt new Bylaws by a two-thirds vote of the Board present at any duly called meeting of the Board.
Article 7. General Provisions
Section 1. The fiscal year of the Corporation shall conform to the fiscal year of the Township of Cranford.
Section 2. The DMC Board will, prior to the first meeting in January, review and approve committees and responsibilities for Board members.
Section 3. The DMC Board will annually at the first meeting in February, or on another date specified by the Township Committee, recommend to the Township of Cranford an annual budget and Improvement Implementation Plan for the calendar year.
Adopted by the Downtown District Management Corporation
May 7, 2001
Amended March 20, 2007
2024 DMC Board Members
Kathleen Miller Prunty - Township Committee Liaison
Joe Colangelo - Business Owner
Tammie Crispino - Business Owner
Anthony Durante - Resident
Max Fusaro - Business Owner
Paul LaCorte - Property Owner
Kristen Mider (Chair) - Resident
Kendall O’Brien - Resident
Steve Oliveira - Property Owner
Doreen Sayegh - Property Owner
Samantha Ulan - Resident
