By-Laws of The Cultural Row Block Association (CURBA) on Eastern Parkway - Brooklyn - New York
Adopted by the Members on October 6th, 2019
AMENDED AND RESTATED BYLAWS
OF
THE CULTURAL ROW BLOCK ASSOCIATION ON EASTERN PARKWAY INC.
ARTICLE I General
These bylaws (these “bylaws”) are intended to supplement and implement applicable provisions of law and of the certificate of incorporation of The Cultural Row Block Association on Eastern Parkway, Inc. (the “Corporation”). The board of directors may from time to time designate other names for specific activities and programs undertaken by the Corporation as it deems appropriate.
ARTICLE II Offices
The principal office of the Corporation shall be located within or without the state of New York, at such place as the board of directors shall from time to time designate. The Corporation may maintain additional offices at such other places as the board of directors may designate. The Corporation shall continuously maintain within the state of New York a registered office at such place as may be designated by the board of directors.
ARTICLE III Membership
Section 3.1 Eligibility. The Corporation shall have two classes of members. Any person or entity which meets the uniform criteria for membership prescribed by the board of directors of the Corporation may become a member of the Corporation.
Membership shall be effected and evidenced by entry of the member’s name upon a membership registry to be maintained by the secretary of the Corporation or, in the board’s discretion, a membership certificate or card. Membership in the Corporation shall not be transferable unless otherwise provided in the Corporation’s certificate of incorporation.
Section 3.2 Term of Membership; Removal of Members. So long as a member is in good standing, the term of office of any member shall be one year or until removal for cause by the board of directors.
Section 3.3 Annual Meeting. A meeting of the members shall be held annually no later than May 31 forthe transaction of other business as may properly come before the members. In addition, in odd-numbered years, the members will vote for officer-directors of the Corporation.
Section 3.4 Regular Meetings. Regular meetings of the members may be held as determined by resolution of the members or of the board of directors.
Section 3.5 Special Meetings. Special meetings of the members may be called at any time by the board of directors. Such meetings may also be convened by members entitled to cast at least twenty percent (20%) of the total number of votes entitled to be cast at such meeting. Only business within the purpose or purposes described in the meeting notice may be conducted at a special meeting of the members.
Section 3.6 Place and Time of Meetings. Meetings of the members may be held at such place, either in or out of the state of New York, and at such hour as may be fixed in the notice of the meeting.
Section 3.7 Notice of Annual, Regular and Special Meetings. Notice of each meeting of the members shall be given by an officer-director of the Corporation and shall state the date, time and place of the meeting and, if it is a special meeting, shall indicate the purpose or purposes for which the meeting is being called. Notice of any annual or regular meeting need not indicate the purpose or purposes for which the meeting is being called. Notwithstanding the foregoing, unless stated in a written notice of such a meeting, (i) no adoption, amendment or repeal of the Corporation’s certificate of incorporation or these bylaws, and (ii) no matter, other than the election of officr-directors at an annual meeting, may be brought up which expressly requires the vote of members pursuant to the New York Not-for-Profit Corporation Law.
Notice of any meeting shall be given to each member entitled to vote at such meeting. Unless otherwise provided herein or required by law, notice may be communicated in person, by mail or other method of delivery, or by telephone, voicemail or other electronic means, not less than seven (7) days but no more than fifty (50) days before the date of the meeting.
When an annual, regular or special meeting is adjourned to a different date, time or place, notice need not be given of the new date, time or place if the new date, time or place is announced at the meeting before adjournment.
Section 3.8 Waiver of Notice. A member may waive any notice required by law, the certificate of incorporation or these bylaws before or after the date and time stated in the notice. The waiver shall be in writing, shall be signed by the member entitled to such notice, and shall be delivered to an officer-director of the Corporation for inclusion in the minutes of the meeting or filing with the corporate records. Attendance at a meeting: (1) waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (2) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.
Section 3.9 Expressly omitted.
Section 3.10 Expressly omitted.
Section 3.11 Expressly omitted.
Section 3.12 Quorum. Those members entitled to cast a majority of the total number of votes entitled to be cast thereat, present in person, at any meeting of members of the Corporation shall constitute a quorum for such meeting.
Section 3.13 Vote. Each individual member shall have one vote on each matter voted on at a meeting of members. Wherever action other than the election of officer-directors is to be taken by vote of the members, it shall, except as otherwise required by law or the certificate of incorporation, be authorized if approved by a majority of the votes cast. Officer-directors shall be elected by a plurality of the votes cast by the members entitled to vote at a meeting at which a quorum is present.
Section 3.14 Presiding Officer and Secretary. At any meeting of the members, if neither the president, nor a vice-president, nor a person designated by the board of directors to preside at the meeting shall be present, the members present shall appoint a presiding officer for the meeting. If the secretary of the board of directors is not present, the appointee of the person presiding at the meeting shall act as secretary of the meeting. The president shall determine the order of the meeting.
Section 3.15 Nominating Committee. No later than sixty (60) days prior to an odd-numbered year annual meeting, the board of directors shall designate no fewer than three (3) and no more than five (5) individual members to a nominating committee. The nominating committee shall take nominations and may solicit nominations of members to run for the positions of officer director for the next biennial period.
ARTICLE IV Board of Directors
Section 4.1 Power of Board and Qualification of Directors. Except as otherwise stated herein or in the certificate of incorporation, all corporate powers shall be exercised by or under the authority of, and the activities, properties and affairs of the Corporation shall be managed by or under the direction of, the board of directors. A director must be a member of the Corporation in good standing.
Section 4.2 Number of Directors. The number of directors constituting the entire board of directors shall be not fewer than four (4) nor more than seven (7). The number of directors constituting the board of directors shall be the number prescribed by the directors within the foregoing range or, if no such number has been prescribed, shall be the number of officer-directors then in office. The number of directors may be increased or decreased by action of the members entitled to vote.
Section 4.3 Election and Term of Directors. The board of directors shall consist of the elected officer-directors, as described herein, plus such other directors as may be selected by the board. Each officer-director shall serve a two-year term, as described herein, and each non-officer-director shall serve at the pleasure of the board.
Section 4.4 Removal of Directors. Except as may otherwise be provided in the certificate of incorporation, any one or more of the directors may be removed for cause at any time by action of the members of the Corporation entitled to vote for the election of directors.
Section 4.5 Resignation. Any director may resign at any time by delivering written notice to the board of directors, its president, or its secretary. Such resignation shall take effect when such notice is so delivered unless the notice specifies a later effective date.
Section 4.6 Newly-Created Directorships and Vacancies. Newly created directorships resulting from an increase in the number of directors shall be filled by the board of directors. Vacancies occurring in the board of directors for any other reason may be filled by the board of directors. Any officer-director elected pursuant to this Section 4.6 shall serve until his or her successor is elected.
Section 4.7 Meetings of the Board of Directors. An annual meeting of the board of directors shall be held each year at such time and place as shall be fixed by the board of directors, for the election of officers and for the transaction of such other business as may properly come before the meeting. Regular meetings of the board of directors shall be held at such times as may be fixed by the board of directors. Meetings of the board of directors shall be held no less than on a quarterly basis per calendar year. Special meetings of the board of directors may be called at any time by the president of the board of directors or by a majority of the directors.
Regular and special meetings of the board of directors may be held at any place in or out of the state of New York. Regular recurring meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting; otherwise, regular meetings of the board of directors shall require five (5) days advance written notice given in person, by mail or other method of delivery, or by telephone, voicemail or other electronic means. Unless stated in a written notice of the meeting, no vote on the removal of a director or the adoption, amendment or repeal of these bylaws or the Corporation’s certificate of incorporation may occur. Notice of each special meeting of the board of directors shall include the date, time and place of the meeting and shall be given in person, by mail or other method of delivery, or by telephone, voicemail or other electronic means not less than two (2) days before the date of the meeting and shall state the purpose or purposes for which the meeting is called.
Section 4.8 Waiver of Notice. A director may waive any notice required by law, the certificate of incorporation or these bylaws before or after the date and time stated in the notice. The waiver shall be in writing, shall be signed by the director, and shall be delivered to the secretary of the Corporation for inclusion in the minutes of the meeting or filing with the corporate records. A director’s attendance at or participation in a meeting waives any required notice to him or her of the meeting unless at the beginning of such meeting, or promptly upon his or her arrival, such director objects to holding the meeting or transacting business at the meeting, and does not thereafter vote for or assent to action taken at the meeting.
Section 4.9 Quorum of Directors and Voting. Unless a greater proportion is required by law or by the certificate of incorporation, a majority of the number of directors prescribed in accordance with Section 4.2 shall constitute a quorum for the transaction of business or of any particular business. Except as otherwise provided by law or by the certificate of incorporation, the affirmative vote of a majority of the directors present and voting at the meeting at the time of such vote, if a quorum is then present, shall be the act of the board of directors. Voting by proxy is not permitted.
Section 4.10 Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors may be taken without a meeting if the action is taken by all members of the board of directors. Such action shall be evidenced by one or more written consents describing the action taken, shall be signed by each director and shall be included in the minutes or filed with the corporate records reflecting the action taken. Action taken under this Section 4.10 is the act of the board of directors when one or more consents signed by all the directors are delivered to the Corporation. The consent may specify the time at which the action taken thereunder is to be effective. A director’s consent may be withdrawn by a revocation signed by the director and delivered to the Corporation prior to delivery to the Corporation of unrevoked written consents signed by all the directors.
Section 4.11 Meetings by Conference Telephone. Any one or more members of the board of directors may participate in any meeting of the board of directors by, or conduct the meeting through the use of, any means of conference telephone or similar communications equipment by which all directors participating in the meeting may simultaneously hear each other during the meeting. A director participating in a meeting by such means is deemed to be present in person at the meeting.
Section 4.12 Adjournment. A meeting of the board of directors may be adjourned. Notice of the adjourned meeting or of the business to be transacted there, other than by announcement at the meeting at which the adjournment is taken, shall not be necessary. At an adjourned meeting at which a quorum is present, any business may be transacted that could have been transacted at the meeting originally called.
Section 4.13 Compensation of Directors. No director shall receive compensation for services rendered to the Corporation in such capacity.
Section 4.14 Minutes. The secretary shall record or arrange to be recorded the minutes of each meeting of the board of directors and upon adoption by the board of directors shall retain such minutes with the permanent records of the Corporation.
ARTICLE V Committees
Section 5.1 Expressly omitted.
Section 5.2 Expressly omitted.
ARTICLE VI Officer-Directors
Section 6.1 Officers; Eligibility. At each annual meeting in an odd-numbered year, the members shall elect the following four officer-directors: a president, vice president, treasurer, and secretary.. Other directors may be selected by the officer-directors in their sole discretion.
Section 6.2 Election; Term of Office; Removal; Vacancies. All office-directors shall hold office for a two 2) year and until his or her successor has been appointed and qualified. There shall be no limit to the number of times an officer can be re-elected to a particular office. Any officer-director may be removed by the board of directors at any time with or without cause. Any vacancy or vacancies occurring in any office of the Corporation may be filled until the next meeting at which officer-directorss are elected by the concurring vote of a majority of the remaining directors, though such remaining directors are less than a quorum, though the number of directors at the meeting is less than a quorum, and though such majority is less than a quorum.
Section 6.3 Resignation. Any officer may resign at any time by delivering written notice to the Corporation. Unless the written notice specifies a later effective time, the resignation shall be effective when the notice is delivered to the board of directors, its president, or the secretary of the Corporation.
Section 6.4 Powers and Duties of Officers.
A. President. The president shall preside at each meeting of the directors and shall have such powers and duties as usually pertain to the office of president and shall perform such other duties as may from time to time be assigned to him or her, or specifically required to be performed by him or her, by these bylaws, by the board of directors or by law, including but not limited to, setting the policy and strategic planning agenda of the Corporation, monitoring with the treasurer financial planning and reporting of the Corporation, assuming a leading role in fundraising activities along with any appointed committee chair, and representing the Corporation at public functions and before stakeholders of the Corporation. In general, the president shall consult with and advise the executive director of the Corporation if any, with respect to the achievement of the mission of the Corporation. If there is no executive director, the president shall assume the duties of the executive director.
B. Vice-President. In the absence of the president or in the event of the president’s inability or refusal to act, the vice-president shall perform the duties of the president, and, when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-president shall assist the president with duties specified by the president and perform such other duties and have such other powers as the board of directors may from time to time prescribe by standing or special resolution, or as the president may from time to time provide, subject to the powers and the supervision of the board of directors. The vice-president shall be primarily responsible for planning and convening an annual board of directors’ retreat and shall assist with any other retreats of the board of directors.
C. Secretary. The secretary shall be responsible for preparing and maintaining custody of minutes of all meetings of the board of directors and the members and for authenticating and maintaining the records of the Corporation, and shall give or cause to be given all notices in accordance with these bylaws or as required by law, and, in general, shall perform all duties customary to the office of secretary, including but not limited to collecting and distributing meeting agendas, minutes of meetings and board reports prior to each board meeting, maintaining records of policies and procedures of the Corporation and other official documents.
D. Treasurer. The treasurer shall oversee the custody of all funds and securities of the Corporation, shall supervise the keeping of full and accurate accounts of receipts and disbursements of all funds of the Corporation, shall oversee the maintenance of the accounting books and records of the Corporation, and shall supervise the deposit of all monies and valuable effects in the name and to the credit of the Corporation in depositories designated by the board of directors. The Treasurer shall report to the board of directors periodically on the financial condition of the Corporation in such detail as the board of directors may request from time to time and shall discharge all other duties required of such officer by law or assigned to him or her from time to time by the board of directors or as are incident to the office of treasurer.
ARTICLE VII Expressly Omitted
ARTICLE VIII Directors’ Conflicting Interest Transactions
Section 8.1 Conflicts of Interest; Adoption of Policy. The Corporation shall adopt a conflict of interest policy to ensure its directors, officers and key persons act in the Corporation's best interest and comply with applicable legal requirements, including but not limited to the requirements set forth in Section 715 and Section 715-a of the New York Not-for-Profit Corporation Law, or any potential “excess benefit transaction” involving a “disqualified person,” (including a director or officer of the Corporation) as those terms are defined in Section 4958 of the Internal Revenue Code, shall only be undertaken after the requisite disclosure, determinations and voting by directors as provided in Section 715-a of the New York Not-for-Profit Corporation Law and under any relevant regulations of the Internal Revenue Service.
Section 8.2 Disclosure; Annual Review of Policy. The conflict of interest policy shall be reviewed by the board of directors at least annually. At the time of their election or appointment, each director or officer of the Corporation may be asked to complete a disclosure statement identifying all related parties of the director or officer who have a conflicting interest with respect to any transaction between such person and the Corporation. These statements shall be kept on file at the Corporation's office. These statements shall be updated annually and any additions or other changes shall be made by the director or officer in writing as they occur.
ARTICLE IX Finances
Section 9.1 Fiscal Year. The fiscal year of the Corporation shall be the calendar year or such other 12-month period established by the board of directors.
Section 9.2 Fiscal Policy. The board of directors shall adopt and from time to time review a fiscal policy setting out a formal procedure that shall govern internal controls, the signing of checks, approval of contracts, leases, deeds and mortgages; and other significant aspects of the Corporation’s fiscal operation. The fiscal policy shall ensure that the Corporation shall have sound financial controls that are appropriate, under generally accepted accounting principles, to its size and purpose.
ARTICLE X Miscellaneous
Section 10.1 Written Notice or Consent. Any written notice or consent required hereunder may, without limitation, be issued by regular mail, hand delivery, electronic transmission or facsimile.
Section 10.2 Books and Records. The Corporation shall keep at its office correct and complete books and records of the accounts, activities and transactions of the Corporation, the minutes of the proceedings of the board of directors, and a current list of the directors and officers of the Corporation and their business addresses. Any of the books, minutes and records of the Corporation may be in written form or in any other form capable of being converted into written form within a reasonable time.
Section 10.3 Amendments to Certificate of Incorporation and Bylaws. Amendment or change of the certificate of incorporation shall be authorized by majority vote of the members. These bylaws may be amended, amended and restated, supplemented or repealed in accordance with the certificate of incorporation of the Corporation. These Bylaws may be adopted, amended or repealed in whole or in part at any meeting of the board of directors, if a quorum is present at the time of the vote, by the affirmative vote of a majority of the directors present or a meeting of the members, if a quorum is present at the time of the vote, by the affirmative vote of two-thirds of the members present.
Section 10.4 Meeting Procedures. The board of directors shall, from time to time, establish meeting rules of order.
Section 10.5 References. Reference in these bylaws to a provision of the Internal Revenue Code is to such provision of the Internal Revenue Code of 1986, as amended, or the corresponding provision(s) of any subsequent federal income tax law. Reference in these bylaws to a provision of the New York Not-for-Profit Corporation Law or any provision of New York law set forth in such statutes is to such provision of the New York Not-for-Profit Corporation Law, as amended, or the corresponding provision(s) of any subsequent New York law.
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