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CSC By-Laws

BY-LAWS OF COOPER SQUARE

COMMUNITY DEVELOPMENT COMMITTEE AND

BUSINESSMEN’S ASSOCIATION, INC.

 

AS AMENDED DECEMBER 12, 2007

ARTICLE I

MEMBERSHIP

 

The Corporation is a not-for-profit corporation composed of individual, business and institutional members.  Members must be 18 or more years of age.  Each member shall have one vote at membership meetings and at elections.  A member must have joined by making a personal appearance at the Corporation’s office or at an official meeting of the Corporation, at least one calendar month before being entitled to vote.  A member more than two years in arrears in membership dues may not vote at an election or meeting unless they bring their arrears up to date when they arrive to vote.  There will be no proxy voting or absentee ballots.

 

The following are the three categories of membership:

 

 

1.         Cooper Square Service Area Residents: Persons who reside within the Cooper Square Committee’s expanded service area (as of March 24, 2004) bounded on the north by the south side of East 14th Street, , on the south by the north side of Delancey Street, on the West by the east side of the Bowery or Third Avenue and on the east by the East River.

 

2.         Off-Site Members:  All current dues paying members who joined Cooper Square Committee, but no longer reside in the Cooper Square Service Area..

 

3.         Business/Institutional Members:  Those located in the Cooper Square Service Area, defined in paragraph (1), above.  Membership and voting privileges of a business or institution shall be limited to one representative thereof.

 

Supporters: All individuals or organizations outside the Cooper Square Committee’s Service Area (paragraph 3 above) who have paid the stipulated fee, will receive mailing from the Corporation for a period of one year.  Such supporters do not enjoy voting privileges.

 

No person may have more than one vote as a member even though he or she may qualify for membership in more than one category.

 

 

ARTICLE II

DUES

 

 

The annual dues shall be as follows:

 

1.  All individual Members.                          $  1.00

2.  Business and Institutional Members           10.00

3.  Supporters                                             5.00

 

No individual shall be refused membership because of inability to pay the annual dues.  All businesses and institutional members and supporters must pay the required dues.

 

 

ARTICLE III

MEETINGS OF MEMBERS

 

In a calendar year there shall be at least three General membership meetings at which the policies, plans for improvement and major activities of the Corporation shall be presented to the membership for approval. Upon the written request of fifty members, the Chairperson, within thirty days of receipt thereof, shall call a Special meeting of the membership.  Special meetings shall not count as General membership meetings.  The Steering Committee shall not be required to call more than three Special meetings in any twelve-month period.  The time and place of such meetings shall be determined by the Steering Committee.

 

An election of officers, at-large-members of the Steering Committee and Committee Chairpersons shall be held every two years.  This biennial election shall be held on the last Wednesday in May or as soon as practical thereafter, as determined by the Steering Committee.

 

The Steering Committee, at a meeting held at least thirty days prior to the general membership meeting immediately preceding the biennial election, shall select a nominating committee consisting of five members of the Corporation.  The report of the nominating committee shall be approved by the Steering Committee prior to the General membership meeting preceding the biennial election.  At that General meeting the nominating committee shall report its list of candidates for officers, at-large-members of the Steering Committee and Committee chairpersons to be voted on at the election.  After such nominations have been reported, nominations from the floor may be made by any member.  Nominees from the floor must be present at the general membership meeting, and all nominees for officers or members-at-large must be members of the Corporation with voting rights and have been members for at least one year prior to nomination.

 

Notice of General membership meetings, Special membership meetings and elections shall be mailed to members no more than thirty nor less than seven days in advance of said meetings or elections.  Such notice shall specify the time, place and purpose thereof.

 

The above notwithstanding, the Steering Committee shall not be required to schedule General membership or Special membership meetings or elections within thirty days of one another.

 

Thirty members present shall constitute a quorum.

 

 

ARTICLE IV

OFFICERS

 

The Officers shall be:

  • Chairperson
  • Two Vice-Chairpersons
  • Secretary
  • Assistant Secretary
  • Treasurer

These officers shall comprise the Executive Committee of the Steering Committee.  Officers shall be elected biennially by a majority of the votes cast.  Officers thus elected shall hold office for a term of two years or until their successors are elected and take office.  No staff member or consultant who received any salary or compensation directly or indirectly from the organization shall be a member of the Steering Committee.

 

CHAIRPERSON: The Chairperson shall be the chief executive officer of the corporation and shall preside at all meetings of the Steering Committee, the Executive Committee and membership meetings, shall have power to sign contracts, shall be an ex officio member of all committees and shall have access to and be responsible for the Corporate seal.

 

VICE-CHAIRPERSON: The Vice-Chairperson shall have the powers and perform the duties of the Chairperson in his or her absence.  The Steering Committee will determine who shall be named First Vice-Chairperson and who Second Vice-Chairperson.

 

SECRETARY:  The Secretary shall take minutes of the meetings of the Steering Committee, the Executive Committee and the membership; shall supervise the proper mailing and filing of such minutes, shall have access to the Corporate Seal, and shall perform the usual duties pertaining to the office of recording secretary.

 

ASSISTANT-SECRETARY: The Assistant Secretary shall have the powers to perform the duties of the Secretary in his or her absence.

 

TREASURER: The Treasurer shall supervise and oversee the following activities:  The collection and management of all monies due to or held by the Corporation; the payment and rendering of all bills, performance of the customary duties pertaining to the office of Treasurer, and the keeping of regular and accurate accounts.  The Treasurer shall submit a financial report semi-annually to the Steering Committee.  The report covering the period July 1st through December 31st shall be submitted in the first week of the following February and the report for January 1st through June 30th, the first week of August in that year.  The Treasurer shall post bond in an appropriate amount to secure the faithful performance of his or her duties as may be required by the Steering Committee, the cost of such bond to be paid by the Corporation.

 

All applications for bank accounts and all checks shall be signed by a minimum of two persons, one being the Chairperson, Executive Director or one of the Vice-Chairpersons and the other being one of the Secretaries or Treasurer.

 

 

Article V

STEERING COMMITTEE

 

The property and affairs of the Corporation shall be managed by a Board of Directors which shall be known as the Steering Committee and which shall make and interpret policy between membership meetings.  The Steering Committee shall consist of the Officers, four elected members at large, not more than twelve chairpersons of Standing Committees, and representatives of religious of community institutions approved in accordance with this Article.

 

The Nominating Committee (Section III, paragraph 3) shall report a slate of candidates as follows:

 

1) at least two-thirds (67%) shall reside in the Cooper Square Committee’s Service Area (East 14th Street to Delancey Street, 3rd Avenue/the Bowery to the East River).

No more than one-third (33%) shall be Off-Site members;

 

2) At least one-third (33%) of the Steering Committee members shall be low-income

persons (as defined by the Federal Department of Housing and Urban Development)

residing within the geographic boundaries of the Cooper Square Committee’s Service Area

(from the south side of 14th Street to the north side of Delancey Street, and from

the east side of 3rd Avenue/Bowery to the west side of 1st Avenue & Chrystie Street).

 

3) the percentage of minority-group members shall reasonably reflect the proportion of

the major ethnic groups in the Urban Renewal Area, as reported in the most recent

United States Census Tracts.

 

4)  Public Sector Members:  No more than one-third (33%) of the Cooper Square Committee’s Board members may hold positions in the public sector. Representatives of the public sector include: a) elected officials such as council members; b) appointed public officials such as planning boards or the zoning commission, regulatory or advisory boards; c) public employees which include employees of public agencies or departments of the City such as fire and police, and d) any individual who is not necessarily a public official, but has been appointed by a public official to serve on the Cooper Square Committee’s Board of Directors.

 

5)  Public Entity Sponsorship: The Cooper Square Committee was founded by residents of the Cooper Square community. It was was never sponsored by a public entity, nor a for profit entity. No governmental agency may appoint members to the Board of Directors of the Cooper Square Committee. Board members are selected by a Nominating Committee of the Cooper Square Committee, independent of any outside influence.

 

Members-at-large of the Steering Committee shall be elected at the biennial election by a majority of the votes cast, and those elected shall hold office for a term of two years or until their successors are elected and take office.

 

Any vacancy on the Steering Committee of officers or members at large may be filled for the balance of the unexpired term by the majority vote of the members of the Steering Committee.  The filling of such vacancies by the election of Chairpersons of committees by their committees, or by appointment by the Chair of the Steering Committee, is subject to approval by the majority of the votes cast at the next meeting of the members.

 

The Steering Committee shall meet at such intervals and at such times as the Steering Committee may determine.  Special meetings of the Steering Committee may be called by the Chairperson or on petition to the Chairperson by any three members of the Steering Committee by mailing or by personally delivering such petition at least one week prior to the date of the meeting.

 

A majority present when any meeting is called to order shall constitute a quorum of the Steering Committee.  There shall be no proxy voting.  A majority of those present at any meeting at which a quorum is present shall, subject to the provisions of these by-laws, have the power to take any action within the authority of the Steering Committee.

 

The Steering Committee may establish and discharge such standing and other committees and delegate responsibilities thereto as may be provided in these By-Laws.

 

The Steering Committee shall appoint committee chairpersons pro tem until the members of the Committee shall elect a permanent Chairperson.  The Chairperson of the Steering Committee, with the approval of a majority of the members of the Steering Committee, shall appoint chairpersons of all ad hoc committees.

 

The Steering Committee shall make rules for the conduct of its business.

 

If any member of the Steering Committee shall miss three consecutive meetings of the Steering Committee without having been excused for cause by the Chairperson, his or her membership on the Steering Committee may be suspended by a two-thirds vote of the Steering Committee.  Such member shall be notified in writing that his or her Steering Committee membership may be terminated at a meeting following this notification unless the member is present thereat and provides good and adequate reason for his or her absence.  The Steering Committee may vote at such meeting whether to permanently terminate or retain the member, which vote shall be binding.  If the member does not attend the meeting or communicate with the Chairperson, the Steering Committee may vote to permanently terminate his or her membership, and such vote shall likewise be binding.

 

With the approval of the Steering Committee, a religious or community institution established in the Cooper Square area may appoint up to two persons who may become members of the Steering Committee.

 

 

ARTICLE VI

STANDING COMMITTEES

 

The Steering Committee shall establish and abolish any standing and any ad hoc committee as it sees fit and shall define the functions and duties of each committee.

 

The Chairperson of each standing committee shall serve on the Steering Committee.  No more than twelve standing committees shall be established.

 

The members of each standing committee shall elect a chairperson.  If any committee shall have more than eight members, then the members may elect a co-chairperson.   If there are not twelve committee chairpersons who are voting members of the Steering Committee, then the co-chairperson may also be a voting member of the Steering Committee, provided that the number of chairpersons and co-chairpersons who are members of the Steering Committee shall not exceed twelve.

 

Chairpersons of ad hoc committees shall not by virtue of such offices be members of the Steering Committee.  Minutes of all ad hoc committees shall be presented in writing to the Steering Committee.

 

ARTICLE VII

ADMINISTRATION

 

All correspondence affecting Corporation policy must be reviewed before being dispatched, by at least three members of the Steering Committee, of whom two shall be officers.

 

The Executive Director of the Corporation shall have all powers necessary or appropriate to the carrying out of the policy set by the Steering Committee.  Such director may be hired or fired only by vote of the Steering Committee.

 

Other staff members of the Corporation may be hired or fired by vote of a majority of the officers of the Corporation but no new positions shall be created without approval of the Steering Committee.

 

No Steering Committee member may receive financial compensation for their labor, although they may be compensated for travel expenses if attending an event on behalf of the Cooper Square Committee.  No part of the Cooper Square Committee’s net earnings can inure to the benefit of any member, founder, contributor or individual.

 

The Steering Committee shall make rules for the conduct of its business.

 

 

ARTICLE VIII

REMOVAL OF OFFICERS OR OTHER MEMBERS OF THE

STEERING COMMITTEE AND MEMBERS OF THE CORPORATION

 

Except as otherwise permissibly provided herein, the laws of the State of New York with regard to removal and suspension of officers pursuant to Not-For-Profit Corporation Law, Section 714, shall be applicable.

 

Any officer, member of the Steering Committee or member of the Corporation may be suspended from the Steering Committee or from membership in the Corporation by a two-thirds (2/3) vote of the Steering Committee.  No person may be suspended from membership in the Corporation without cause, which shall be understood to mean conduct which is improper or prejudicial to the Corporation.  A person or entity suspended for cause may not thereafter be a member of the Steering Committee or take any action on behalf of the Corporation.  However, removal or expulsion of such person or entity shall not be effective unless and until ratified by a majority vote of the members present at a meeting within three months following the suspension.  If the membership rejects the suspension, the member shall be reinstated.

 

No one so removed from the Corporation may thereafter rejoin.

 

 

ARTICLE IX

AMENDMENTS

 

These By-Laws shall not be deemed amended unless and until (1) a proposed amendment shall have been passed by a two-thirds vote of the Steering Committee or a written petition to pass such amendment shall have been signed by at least forty members in good standing, and (2) such vote or petition shall have been ratified by the members in accordance therewith.

 

A special meeting to consider any amendment or amendments hereof shall be called within thirty days after presentation of the Corporation shall already have been scheduled within forty-five days after such presentation, in which event the matter may be considered at such meeting provided the notice of such meeting states the substance of the proposal to amend.  In either event, notice shall include the time, place, and purpose of the meeting.  Thereafter, not fewer than twenty days nor more than sixty days after such meeting, a second meeting of members shall be called to vote on the amendment or amendments.  The proposed amendment(s) shall be considered passed if a majority of those present and eligible to vote shall vote in favor thereof.

ARTICLE X

BOOKS AND RECORDS

 

The corporate and business books and records of the Corporation shall not be removed from the Corporation’s principal office at 61 East 4th Street, New York, New York, or any successor location thereto, for any reason without the prior written consent of at least three members of the Executive Committee of the Steering Committee.

 

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