COOPER SQUARE COMMUNITY DEVELOPMENT COMMITTEE
Amended November 30, 2016
ARTICLE I MEMBERS
Section 1. Membership. Membership shall be open to all persons in the following two categories:
- Core Members: Members who are residents living or working in Community Board 3 and who support CSC’s mission.
- Ally Members: Members are individuals who support CSC’s mission and do not live in Community Board 3.
Section 2. Membership Dues. The Steering Committee of the Corporation (the “Steering Committee”) may establish such other criteria for Membership, including a schedule of dues, as they deem appropriate. As of the date of these amended By Laws, the dues are as follows:
- All Core Members. $ 1.00
- All Ally Members $ 5.00
- Businesses and Institutions (Core Members Only) $ 10.00
No individual shall be refused membership because of inability to pay the annual dues. All businesses and institutional members and supporters, be they core or ally members, must pay the required dues.
Section 3. Classes of Membership. The Corporation shall have only two classes of Membership, Core or Ally Membership, as described in Section 1.
Section 4. Meetings. The annual meeting of the Members (the “Annual Meeting of the Members”) for the election of the Directors and for the transaction of such other business as may come before the Members, including the delivery of a financial statement (explicitly referenced in statute) shall be held each year at the place, in the time, date and month as may be fixed by the Steering Committee, or, if not so fixed, as may be determined by the President of the Steering Committee.
Special Meetings shall be held whenever called by resolution of the Steering Committee, the President of the Steering Committee, the Executive Director, or by a written demand to the Secretary of ten percent of the Members eligible to vote. The Secretary upon receiving the written demand or resolution shall promptly give notice of such meeting as provided below, or if the Secretary fails to do so within five business days thereafter, any member signing such demand may give such notice.
Section 5. Notice of Meetings. Written notice of the place, date and hour of any meeting (other than the Annual Meeting of the Members) shall be given to each member entitled to vote at such meeting by mailing the notice by first class mail, postage prepaid, personal delivery, fax or email not less than ten nor more than fifty days before the date of the meeting. Notice of special meetings shall indicate the purpose for which they are called and the person or persons calling the meeting. [For corporations with more than 500 members: Notice may be served by publishing a notice in a newspaper published in the county in which the organization is headquartered at least once a week for three successive weeks before the meeting and by prominently displaying the notice on the organization’s homepage from the date of publication through the meeting date.]
Section 6. Quorum, Adjournments of Meetings. At all meetings of the Members, ten percent (10%) of the Members eligible to vote (eligibility is defined as members who are up to date with their annual dues), present in person, shall constitute a quorum for the transaction of business. In the absence of a quorum, the Members present in person shall adjourn the meeting from that time until a quorum is present. Notice of the new meeting is not required if the time and place for the new meeting is announced at the meeting at which the adjournment is taken, and at the new meeting any business may be transacted which might have been transacted at the meeting as originally called.
Section 7. Organization. The President of the Corporation shall preside at all meetings of the Members or, in the absence of the President, an acting President shall be chosen by the Members present. The Secretary of the Corporation shall act as Secretary at all meetings of the Members, but in the absence of the Secretary, the presiding Member may appoint any person to act as Secretary of the meeting.
Section 8. Voting. At any meeting of the Members, each Member present, in person, shall be entitled to one vote. Upon demand of any member, any vote for Directors or upon any question before the meeting shall be by ballot. In order to be eligible to vote, one must have been a member for at least 90 days, and up to date on ones dues.
Section 9. Proxy. Voting by proxy is not permitted in order to eliminate the potential for fraud.
Section 10. Action by the Steering Committee Members. Except as otherwise provided by statute or by these Bylaws, any corporate action authorized by a majority of the votes cast at a meeting of the Steering Committee shall be the act of the Steering Committee. Action may be taken without a meeting if it is a time sensitive matter such as approving the signing of a contract or taking a policy position by a deadline. Such action shall be taken by a group email or conference call which sets forth the action to be taken. Consent may be verbal, written or electronic. If the consent is written, it must be signed by the Steering Committee Member. If the consent is verbal, the Secretary shall take minutes of the conference call. If consent is electronic it must be able to be reasonably determined to have been sent by the Steering Committee Member.
Section 11. Adoption of the Bylaws. The Steering Committee shall call for a Special Meeting of the Members to adopt the bylaws (or the bylaws may be adopted at the Annual Meeting of the Members). The proposed bylaws are to be circulated to the Members no later than 7 days prior to the Annual Meeting or Special Meeting of the Members to adopt the bylaws. It is sufficient to circulate it by posting it on Cooper Square’s website, and by emailing it to Members upon request. A majority of the votes cast at the Annual Meeting or the Special Meeting of the Members to adopt the bylaws shall be the act of the Members.
Section 12. Special Actions Requiring Vote of Members: The following corporate actions may not be taken without approval of the Members:
(a) a plurality of the votes cast at a meeting of the Members is required for the election of the Steering Committee Members;
(b) a majority of the votes cast at a meeting of the Members is required for (1) any amendment of the certificate of incorporation, or (2) a petition for judicial dissolution;
(c) two-thirds of the votes cast at a meeting of the Members is required for (1) disposing of all, or substantially all, of the assets of the Corporation, (2) approval of a plan of merger, (3) authorization of a plan of non-judicial dissolution, or (4) revocation of a voluntary dissolution proceeding, provided, however, that the affirmative votes cast in favor of any action described in this subsection (c) shall be at least equal to the minimum number of votes necessary to constitute a quorum. Blank votes or abstentions shall not be counted in the number of votes cast.
ARTICLE II OFFICES
The principal office of the Corporation shall be in New York County, State of New York. The Corporation may also have offices at such other places as the Steering Committee of Directors (the “Steering Committee”) may from time to time determine or the business of the Corporation may require.
ARTICLE III STEERING COMMITTEE
Section 1. Powers and Duties. The Steering Committee shall have general power to control and manage the affairs and property of the Corporation subject to applicable law and in accordance with the purposes and limitations set forth in the Certificate of Incorporation and herein.
(a) The Steering Committee may:
(i) Appoint and discharge advisors and consultants who have skills necessary or helpful to the Corporation.
(ii) Employ and discharge persons for the furtherance of the purposes of the Corporation.
(iii) Exercise all other powers necessary to manage the affairs and further the purposes of the Corporation in conformity with the Certificate of Incorporation and these Bylaws.
(b) The Steering Committee shall:
(i) Direct the President and Treasurer of the Corporation to present at the annual meeting of the Steering Committee a financial report, verified by the President and Treasurer or a majority of the Directors, or certified by an independent public accountant or certified public accountant or a firm of such accountants selected by the Steering Committee. This report shall be filed with the records of the Corporation and a copy or abstract thereof entered in the minutes of the proceedings of the annual meeting of the Steering Committee.
(ii) Select all Officers for the Corporation and approve the members of any standing committee appointed by the President.
Section 2. Number. The number of Directors constituting the entire Steering Committee shall be not less than three (3) and not more than fifteen (15). Subject to such minimum, the number of Directors may be increased or decreased from time to time, by resolution of the Steering Committee, but such action by the Steering Committee shall require a vote of a majority of the entire Steering Committee and no decrease shall shorten the term of any incumbent Director. The “entire Steering Committee” shall consist of the number of directors that were elected as of the most recently held election of directors.
Section 3. Election and Term of Office. The initial Directors shall be the persons named in the Certificate of Incorporation and shall serve until the first annual meeting of the Steering Committee. The Directors shall hold office for two year terms; provided, however, that any Director elected to fill an unexpired term (whether resulting from the death, resignation or removal or created by an increase in the number of Directors) shall hold office until the next annual meeting at which the election of Directors is in the regular order of business and until his successor is elected or appointed and qualified. Directors may be elected to any number of consecutive terms. To become a Director, a person shall be nominated by a Director and elected by a plurality of the Steering Committee.
Section 4. Qualification for Directors. Each Director shall be at least 18 years of age, and must be an up to date dues paying Member at least 90 days prior to their election to the Steering Committee. Each Director shall represent a larger constituency on the Lower East Side (e.g., the Cooper Square Mutual Housing Association, low income HDFCs, tenants in a building owned by a speculator, local business owners, community gardeners, Section 8 tenants, etc…). The Steering Committee shall not contain more than 2 Steering Committee member representing tenants or shareholders of housing owned by the same individual or corporation. No one may serve on the Steering Committee who has not been active in a Cooper Square Committee organizing campaign or an chairperson or co-chairperson of an active committee of the organization within the 12 months prior to the election.
Section 5. Classification of Directors. At the first annual meeting at which the election of Directors is in the regular order of business, the Directors shall be divided into two fairly equal classes with four Directors in the first class, and five Directors in the second class. The term of office of the first class shall expire at the second annual meeting of the Corporation following the annual meeting at which Directors are first designated into classes. The term of office of the second class shall expire at the following annual meeting after the annual meeting at which Directors are first designated into classes. At each annual meeting after Directors are first designated into classes, Directors shall be elected for a term of two years to replace those whose terms shall expire.
Section 6. Removal. Any Director may be removed at any time for cause by a vote of Directors then in office at a regular meeting or special meeting of the Steering Committee called for that purpose; [provided that there is a quorum of not less than a majority present at such meeting; provided further that at least one week’s notice of the proposed action shall have been given to the entire Steering Committee then in office. Missing three consecutive meetings of the Steering Committee unless a majority of the Directors has excused such Director from attendance due to extreme circumstance(s) may constitute cause.]
Section 7. Resignation. Any Director may resign from the Steering Committee at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the Corporation or the President. The acceptance of a resignation by the Steering Committee shall not be necessary to make it effective, but no resignation shall discharge any accrued obligation or duty of a Director.
Section 8. Leave of Absence. Any Director may take a leave of absence of up to 6 months for personal or professional reasons if the request is made in writing to the Steering Committee. The Steering Committee may vote to approve or deny such leave of absence. No officers may take a leave of absence of more than 6 months during his or her 2 year term.
Section 9. Vacancies and Newly Created Directorships. Any newly created Directorships and any vacancies on the Steering Committee arising at any time and from any cause may be filled at any meeting of the Steering Committee by a majority of the Directors then in office, regardless of their number. The Directors so elected shall serve until the next annual meeting at which the election of Directors is the regular order of business and his successor is elected or appointed or qualified. A vacancy in the Steering Committee shall be deemed to exist on the occurrence of any of the following:
(a) the death, resignation or removal of any Director;
(b) an increase in the authorized number of Directors by resolution of the Steering Committee; or
(c) the failure of the Directors, at any annual or other meeting of Directors at which any one or more Directors are to be elected, to elect the full authorized number of Directors to be voted for at that meeting.
Section 10. Meetings. Meetings of the Steering Committee may be held at any place as the Steering Committee may from time to time fix. Steering Committee. Regular meetings of the Steering Committee shall be held no less than 10 times evenly spaced during the year at a time and place fixed by the Steering Committee. Special meetings of the Steering Committee shall be held whenever called by the President of the Steering Committee, the Executive Director or any Director upon written demand of not less than three Directors of the Steering Committee, in each case at such time and place as shall be fixed by the person or persons calling the meeting.
Section 11. Notice of Meetings. Regular Steering Committee meetings may be held without notice of the time and place if such meetings are fixed by the Steering Committee. Notice of the time and place of the annual membership meeting, each regular meeting not fixed by the Steering Committee and each special meeting of the Steering Committee [which notice shall, in the case of each annual and special meeting, be accompanied by a written agenda setting forth all matters upon which action is proposed to be taken] shall be (i) delivered to each Director by e-mail or facsimile at least five (5) days before the day on which the meeting is to be held; or (ii) mailed to each Director, postage prepaid, addressed to him or her at his or her residence or usual place of business (or at such other address as he or she may have designated in a written request filed with the Secretary at least seven (7) days before the day on which the meeting is to be held). To discuss matters requiring prompt action, notice of special meetings may be sent to each Director by e-mail, facsimile, or telephone, or given personally, no less than forty-eight hours before the time at which such meeting is to be held, unless the meeting must be held within forty-eight hours. Notice of a meeting need not be given to any Director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him or her. Waivers of notice sent by email must be able to be reasonably determined to be sent by the Director. No notice need be given of any adjourned meeting.
Section 12. Quorum. Unless a greater proportion is required by law, the quorum shall be a majority of the entire number of Directors.
Section 12. Voting. Except as otherwise provided by law or these Bylaws, at any meeting of the Steering Committee at which a quorum is present, the affirmative vote of a majority of the Directors present at the time of the vote shall be the act of the Steering Committee. If at any meeting of the Steering Committee there shall be less than a quorum present, the Directors present may adjourn the meeting until a quorum is obtained. Any one or more Directors of the Steering Committee or any committee thereof may participate in a meeting of the Steering Committee or committee by means of telephone, video conference or similar communications equipment provided that all persons participating in the meeting can hear each other at the same time and can participate in all matters before the Steering Committee. Participation by such means shall constitute presence in person at a meeting. The following acts of the Steering Committee require the affirmative vote of at least two-thirds (2/3) of the entire Steering Committee:
(a) a purchase, sale, mortgage or lease of real property of the Corporation if the property constitutes all or substantially all of the assets of the Corporation;
(b) a sale, lease, exchange or other disposition of all or substantially all of the assets of the Corporation; or
(c) an alteration to these Bylaws or Certificate of Incorporation of the Corporation that would increase the quorum requirement or vote requirement to greater than a majority of the Steering Committee present at the time of the vote.
Section 13. Action by the Steering Committee. Any action required or permitted to be taken by the Steering Committee or any committee thereof may be taken without a meeting if all Directors of the Steering Committee or the committee consent in writing to the adoption of a resolution authorizing the action. Such consent may be written or electronic or verbal. If the consent is written, it must be signed by the Director. If the consent is electronic it must be able to be reasonably determined to have been sent by the Director. If the consent is verbal, the Director must inform all of the Board members via email that the Director has provided verbal consent. The resolution and the written consents thereto by the Directors of the Steering Committee or committee shall be filed with the minutes of the proceedings of the Steering Committee or committee.
Section 14. Compensation. No compensation of any kind shall be paid to any Director for the performance of his or her duties as Director. This shall in no way limit the reimbursement of reasonable expenses incurred in connection with Steering Committee service. Subject to the Corporation’s Conflicts of Interest Policy provided that there is full disclosure of the terms of such compensation and the arrangement has been determined to be fair and reasonable and approved by the Steering Committee, a Director may receive payment for services provided to the Corporation in any capacity separate from his or her responsibilities as a Director. Such payment shall be in accordance with what a similarly qualified consultant would be paid, and shall not exceed $10,000 in any calendar year.
ARTICLE IV OFFICERS, EMPLOYEES AND AGENTS
Section 1. Number and Qualifications. The Officers of the Corporation shall be a [President], [Chair], a Secretary, a Treasurer and such other Officers, if any, including one or more [Vice Presidents] [Vice-Chairs], as the Steering Committee may from time to time appoint. One person may hold more than one office in the Corporation except that no one person may hold the offices of President and Secretary. The [President][Chair] shall be a Director of the Corporation and shall not be an employee of the Corporation. No instrument required to be signed by more than one Officer may be signed by one person in more than one capacity.
Section 2. Election and Term of Office. The Officers of the Corporation shall be elected for a[two year term] at the annual meeting of the Steering Committee, and each shall continue in office until his or her successor shall have been elected and qualified, or until his or her death, resignation or removal.
Section 3. Removal. Any Officer of the Corporation may be removed with cause by a vote of two-thirds of the Steering Committee.
Section 4. Vacancies. In case of any vacancy in any office, a successor to fill the unexpired portion of the term may be elected by the Steering Committee.
Section 5. [President][Chair]: Powers and Duties. The [President][Chair] shall preside at all meetings of the Steering Committee and the Executive Committee. The [President][Chair] shall have general supervision of the affairs of the Corporation and shall keep the Steering Committee fully informed about the activities of the Corporation. He or she has the power to sign and execute alone in the name of the Corporation all contracts authorized either generally or specifically by the Steering Committee, unless the Steering Committee shall specifically require an additional signature. The [President][Chair] shall perform all the duties usually incident to the office of the [President][Chair] and shall perform such other duties as from time to time may be assigned by the Steering Committee.
Section 6. [Vice-President] [Vice-Chair]: Powers and Duties. A [Vice President] [Vice-Chair] shall have such powers and duties as may be assigned to him or her by the Steering Committee. In the absence of the [President] [Chair], the [Vice President(s)] [Vice-Chair(s)], in the order designated by the Steering Committee, shall perform the duties of the [President] [Chair].
Section 7. Secretary: Powers and Duties. The Secretary shall keep the minutes of the annual meeting and all meetings of the Steering Committee in books provided for that purpose. He or she shall be responsible for the giving and serving of all notices of the Corporation, receiving the annual disclosure statements required by Article XII and shall perform all the duties customarily incidental to the office of the Secretary, subject to the control of the Steering Committee, and shall perform such other duties as shall from time to time be assigned by the Steering Committee.
Section 8. Treasurer: Powers and Duties. The Treasurer shall keep or cause to be kept full and accurate accounts of receipts and disbursements of the Corporation, and shall deposit or cause to be deposited all moneys, evidences of indebtedness and other valuable documents of the Corporation in the name and to the credit of the Corporation in such banks or depositories as the Steering Committee may designate. At the annual meeting, he or she shall render a report of the Corporation’s accounts showing in appropriate detail: (a) the assets and liabilities of the Corporation as of a twelve-month fiscal period terminating not more than six months prior to the meeting; (b) the principal changes in assets and liabilities during that fiscal period; (c) the revenues or receipts of the Corporation, both unrestricted and restricted to particular purposes during said fiscal period; and (d) the expenses or disbursements of the Corporation, for both general and restricted purposes during said fiscal period. Such report shall be filed with the minutes of the annual meeting of the Steering Committee. The report to the Steering Committee may consist of a verified or certified copy of any report by the Corporation to the Internal Revenue Service or the Attorney General of the State of New York which includes the information specified above. The Treasurer shall, at all reasonable times, exhibit the Corporation’s books and accounts to any Officer or Director of the Corporation, and whenever required by the Steering Committee, render a statement of the Corporation’s accounts and perform all duties incident to the position of Treasurer, subject to the control of the Steering Committee.
Section 10. Compensation. Steering Committee Officers and Directors do not receive monetary compensation for their duties. The organization may retain Officers and Directors for professional services when authorized by the majority of the Steering Committee. Compensation should be in line with comparable services provided by another party for the same work.
Section 11. Sureties and Bonds. In case the Steering Committee shall so require, any Officer or agent of the Corporation shall execute for the Corporation a bond in such sum and with such surety or sureties as the Steering Committee may direct, conditioned upon the faithful performance of his or her duties to the Corporation and including responsibility for negligence and for the accounting for all property or funds of the Corporation that may come into his or her hands.
ARTICLE V COMMITTEES OF THE CORPORATION
Section 1. A committee of the Steering Committee is one that shall have authority to bind the corporation and shall be comprised solely of Directors. There may be committees of the Steering Committee, as follows:
Section 2. (a) Executive Committee. An Executive Committee which shall consist of at least three Directors, one of whom shall be the President of the Steering Committee, who shall also serve as chair of the Executive Committee. The other members of the Executive Committee shall be appointed by the President, subject to the approval of the Steering Committee. The Executive Committee shall have all the authority of the Steering Committee except as to the following matters:
(i) the filling of vacancies on the Steering Committee or on any committee;
(ii) the amendment or repeal of the Bylaws or the adoption of new Bylaws;
(iii) the amendment or repeal of any resolution of the Steering Committee which by its terms shall not be so amendable or repealable; and
(iv) the fixing of compensation of the Directors for serving on the Steering Committee or any committee.
(b) Finance Committee : A Finance Committee which shall consist of at least three (3) Directors, one of whom shall be the Treasurer. The other members of the Finance shall be appointed by the President of the Steering Committee, subject to the approval of the Steering Committee. The Finance Committee shall advise the Treasurer and the Steering Committee in regard to the investments and general fiscal policy of the Corporation.
(c) Audit Committee. An Audit Committee comprised at least three (3) directors each of whom is an Independent Director as defined in Article XII section8(e). The members of the Audit Committee shall be appointed by the President of the Steering Committee, subject to the approval of the Steering Committee. [The Committee will annually review or retain the independent auditor and upon completion of the audit review the results of the audit and any related management letter with the independent auditor.2]
The Audit Committee shall:
(i) review with the independent auditor the scope and planning of the audit prior to the audit’s commencement;
(ii) upon completion of the audit, review and discuss with the independent auditor:
- any material risks and weaknesses in internal controls identified by the auditor;
- any restrictions placed on the scope of the auditor’s activities or access to requested information;
- any significant disagreements between the auditor and management; and
- the adequacy of the corporation’s accounting and financial reporting processes.
(iii) annually consider the performance and independence of the auditor; and
(iv) report on the Committee’s activities to the Steering Committee.]
Other Committees of the Steering Committee. The Steering Committee, by resolution adopted by a majority of the entire Steering Committee, may establish and appoint other committees of the Steering Committee consisting of at least three Directors with such powers and duties as the Steering Committee may prescribe. The members of such committees shall be appointed by the President of the Steering Committee, subject to the approval of the Steering Committee.
ARTICLE VI CONTRACTS, CHECKS, BANK ACCOUNTS AND INVESTMENTS
Section 1. Checks, Notes and Contracts. The Steering Committee is authorized to select the banks or depositories it deems proper for the funds of the Corporation and shall determine who shall be authorized on the Corporation’s behalf to sign checks, drafts or other orders for the payment of money, acceptances, notes or other evidences of indebtedness, to enter into contracts or to execute and deliver other documents and instruments.
Section 2. Investments. The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal or otherwise, including stocks, bonds or other securities, as the Steering Committee may deem desirable.
ARTICLE VII BOOKS
There shall be kept at the office of the Corporation correct books of account of the activities and transactions of the Corporation including the minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these bylaws, and all minutes of meetings of the Steering Committee.
ARTICLE VIII FISCAL YEAR
The fiscal year of the Corporation shall be determined by the Steering Committee. As of the date of these By Laws, it is January 1 – December 31.
ARTICLE IX INDEMNIFICATION AND INSURANCE X to XII
Section 1. Indemnification. The Corporation [may/shall], to the fullest extent now or hereafter permitted by law, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he or she or his or her testator was a Director, officer, employee or agent of the Corporation, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorney fees. No indemnification may be made to or on behalf of any such person if (a) his or her acts were committed in bad faith or were the result of his or her active and deliberate dishonesty and were material to such action or proceeding or (b) he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled in the transaction or matter in which indemnification is sought.
Section 2. Insurance. The Corporation shall have the power to purchase and maintain all insurance policies deemed to be in the best interest of the Corporation including insurance to indemnify the Corporation for any obligation which it incurs as a result of its indemnification of Directors, Officers and employees pursuant to Section 1 above, or to indemnify such persons in instances in which they may be indemnified pursuant to Section 1 above.
ARTICLE X AMENDMENTS
These Bylaws may be amended or repealed by the Members of the Corporation at a meeting duly called for the purpose of altering these Bylaws. Any amendment or repeal of these Bylaws is authorized only at a duly called and held meeting of the Members for which written notice of such meeting, setting forth the proposed alteration, is given in accordance with the notice provisions for special meetings set forth in Article I, Section 5 of these Bylaws.
ARTICLE XI NON-DISCRIMINATION
In all of its dealings, neither the Corporation nor its duly authorized agents shall discriminate against any individual or group for reasons of race, color, creed, sex, age, ethnicity, national origin, marital status, sexual preference, mental or physical disability or any category protected by state or federal law.
ARTICLE XII REFERENCE TO CERTIFICATE OF INCORPORATION
References in these Bylaws to the Certificate of Incorporation shall include all amendments thereto or changes thereof unless specifically excepted by these Bylaws. In the event of a conflict between the Certificate of Incorporation and these Bylaws, the Certificate of Incorporation shall govern.