BY-LAWS OF THE YONKERS DOWNTOWN/WATERFRONT BUSINESS IMPROVEMENT DISTRICT,
INC.
BY-LAWS OF THE YONKERS DOWNTOWN/WATERFRONT BUSINESS IMPROVEMENT DISTRICT,
INC.
ARTICLE I NAME AND PRINCIPAL OFFICE OF THE CORPORATION
Section 1.1 Names. The name of this corporation shall be: Yonkers Downtown/Waterfront Business Improvement District, Inc., a New York Nonprofit Corporation.
Section 1.2 Offices. The principal office of the Corporation shall be located at 2 - 4 Hudson Street, Yonkers, New York 10701 or at such other location(s) within or without the District area as the Board may determine.
Section 2.1 Purpose.
The Corporation shall:
a) serve the special improvement district identified as Exhibit A of these by-laws, the Yonkers business community and the City to formulate, promote and implement the economic revitalization and general welfare of the District and the City.
b) Promote and preserve the cultural, historic, tourist and civic interests of the District and the City; and help maintain a clean and safe environment in the District.
c) Mobilize available public and private resources for these purposes;
d) Provide a mechanism by which service firms, retail establishments, property owners, employers, citizens, and others can cooperate to promote business opportunities, employment, consumer choices, shoppers� facilities, and the general civic interests;
e) Aid, work with, and participate in the activities of other organizations, individuals and public and private entities within and outside the City engaged in similar activities;
f) Not (i) engage in any transaction or permit any act or omission which shall operate to deprive it of its tax-exempt status under Section 501(c)(3) of the Code; (ii) in any manner, or to any extent, participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of any candidate for public office; or (iii) engage in any �prohibited transaction� as defined in Section 503(b) of the Code.
Section 2.2 Powers.
The Corporation shall have such powers as are now or may hereinafter be granted under the City Enabling Ordinance, any amendment or successor ordinance thereof/thereto, and the laws of New York that are in furtherance of the Corporation�s exempt purposes within the meaning of Section 501(c) (3) of the Code, or of the corresponding section of any future federal tax code.
Section 3.1 Classes of Members.
The Corporation shall have four (4) classes of members:
Voting Members:
a) Class A. Class A members of the Corporation shall consist of the current owners of record of each recorded tax lot shown on the City of Yonkers Tax Map within the District (as determined by the City of Yonkers Tax Assessor�s records).
b) Class B. Class B members of the Corporation shall consist of the tenants with current written leases for commercial space(s) within the District who are not eligible for Class A membership.
Non-Voting Members:
c) Class C. Class C members of the Corporation shall consist of those who occupy residential dwelling units in the District (i.e. rental tenants, tenants of cooperative corporations and condominium owners) and who are not eligible for Class A or Class B membership.
d) Class D. The three (3) Class D members of the Corporation shall consist of the Mayor of the City of Yonkers who may appoint a representative, the chief financial officer of the City of Yonkers, and the City Council member who represents the District.
Section 3.2 Voting.
a). Registration to Vote
(i) Class A members wishing to vote at the Annual Meeting for the Corporation�s Board of Directors will fill out a card up to five (5) days prior to the Annual Meeting date at which the election will be held. Purchasers of eligible taxed property within District who close less than five (5) days prior to the meeting date at which the election will be held may vote if they bring a copy of their closing papers to Corporation�s office on the day of the meeting. The new owner of taxable lot(s) within the District automatically becomes a Class A member and may designate a representative for voting purposes in writing to the Board.
(ii) Class B members must be able to present a copy of their commercial lease(s) upon request. Class B members wishing to vote at the Annual Meeting for the District�s Board of Directors will fill out a card five (5) days prior to the meeting date at which the election will be held.
b) Voting Rights
(i) At all Annual or Special Meetings, Class A members shall have the right to cast one (1) vote for each taxable lot such member owns within the District. Taxable lots shall be determined by the City of Yonkers Tax Assessor�s tax records.
(ii) At all Annual or Special Meetings, Class B members shall have the right to cast (1) vote for each written lease then in effect for commercial space(s) within the District.
(iii) If a Class A or Class B member is not a natural person but is a corporation, limited liability corporation, partnership or other legal entity, such entity may be represented by either (A) an officer or partner of the entity or (B) by appointing a representative to cast its vote(s) at an Annual or Special Meeting. Written notice of such appointment, signed by an officer, member, partner or other person of authority (as the case may be) must be submitted in writing at the Annual or Special Meeting of the Corporation in order to vote.
(iv) Except as otherwise provided by law or in the Corporation�s certificate of incorporation, and except for the election of Directors, at any Annual or Special Meeting duly called and held and at which a quorum is present, a majority of the votes cast at such meeting upon a given question by the members of any or all classes entitled to vote thereon who are present in person or by proxy shall decide such question.
c) Voting for Board Members
(i) Class A and Class B members are the only classes of membership with the right to vote for the Directors. Class A and Class B members can only vote for Directors within their respective classes.
(ii) At any Annual Meeting duly called and held for the election of the Directors at which a quorum is present, those Directors receiving a majority of the votes cast by the members of any class entitled by law to elect Directors as a class, shall be elected.
Section 3.3 Termination of Membership in the Corporation.
a) Membership in the Corporation shall continue until terminated by the Board for cause or by the resignation, withdrawal of a member or upon dissolution and liquidation of the Corporation, or upon the death of any member if such member is an individual or a partnership, and upon dissolution and liquidation if such member is a corporation or other entity.
b) Class A membership shall terminate thirty (30) days after the Class A member is no longer an owner of record of taxable lot(s) within the District
c) Class B membership shall terminate thirty (30) days after the tenant�s commercial lease for space within the District expires and is not renewed, or is cancelled or surrendered by the tenant.
d) Class C membership shall terminate when the Class C member is no longer a tenant (or owner of a residential condominium) of a residential dwelling unit within the District
e) Class D membership shall terminate when the person who appointed such member is no longer the Mayor of the City of Yonkers or the City of Yonkers chief financial officer, or the City Council member who represents the District, as the case may be.
f) Any member may resign or withdraw from the Corporation upon thirty (30) days prior notice in writing to the Corporation's Secretary. Such resignation or withdrawal shall be effective thirty (30) days from the date of such notice.
ARTICLE IV: MEETINGS OF THE MEMBERSHIP
Section 4.1 Annual Meeting, Election of Board, Quorum.
a) The Annual Meeting of the membership for transacting any business of the Corporation shall be held each year at such date, time, and place within the District as may be specified by the Board. Annual Meetings shall occur no more than fourteen (14) months from the preceding Annual Meeting and no less than twelve (12) months from the preceding Annual Meeting. An annual Fiscal Report by the Treasurer and an Executive Director�s Report will be presented at each Annual Meeting.
b) Election of the Board. An election of the Board shall be held at the Annual Meetings that are held in the even numbered years (e.g. 2002, 2004, 2006, et al.).
c) A quorum of members for the Annual Meeting shall be ten percent (10%) of each respective class that has the right to vote.
Section 4.2 Special Meetings.
A Special Meeting of the membership of the Corporation may called by (i) a majority of the Board, (ii) the Chair of the Board, or (iii) upon written demand by members of the Corporation entitled to cast ten percent (10%) of the total number of votes at such Special Meeting. All Special Meetings shall be held at such time and place within the District as may be designated in the notice of the Special Meeting, but if a Special Meeting is called by written demand such Special Meeting shall be held not be less than one (1) nor more than two (2) months from the date of such written demand. A quorum of members for a Special Meeting shall be ten percent (10%) each of the Class A and Class B members.
Section 4.3 Notices of Annual or Special Meetings.
a) Written notice to the Corporation�s members of Annual or Special Meetings shall be given to each member entitle to vote at such meeting by (i) posting a notice on the Corporation�s website, stating the place, date, and hour thereof and (ii) sent either by fax, or by first class mail not less than fifteen (15) nor more than thirty (30) days before the date of the meeting.
b) If the notice is for a Special Meeting, such notice shall also state that by whom the Special Meeting is called and the purpose or purposes for which the Special Meeting is called.
Section 4.4 Adjournment.
If a quorum shall not be present or represented at any Annual or Special Meeting, the members present entitled to vote thereat, either present in person or represented by proxy, shall have the power by a majority of the votes so represented to adjourn the Annual or Special Meeting from time to time, without notice other than an announcement, at the Annual or Special Meeting, of the date, time and place of the adjourned Annual or Special Meeting. Subject to any further notice being required by law, at any adjourned Annual or Special Meeting at which a quorum is present, any business may be transacted that might have been transacted on the original date of the Annual or Special Meeting.
Section 5.1 General Powers.
The business of the Corporation shall be managed by its Board, which shall have general supervision of the Corporation, including all powers not expressly reserved to the membership or expressly granted to others by the Corporation�s certificate of incorporation or these by‑laws.
Section 5.2 Membership of the Board
The Board shall consist of thirteen (13) Directors, as follows:
a)
seven (7) Class A members;
b) two (2) Class B members;
c) one (1) Class C member; and
d) three (3) Class D members.
Section 5.3 Election of Directors.
Directors shall be elected or appointed at Annual Meetings held in even-numbered years, as follows:
a) The members of Class A shall elect seven (7) Directors to represent them on the Board from among their number or, if members are corporations, partnerships or other entities, from among the representatives of such members. In no event shall the number of Directors elected from Class A constitute less than a majority of the entire voting Board.
b) The members of Class B shall elect two (2) Directors to represent them on the Board from among their number or, if members are corporations, partnerships or other entities, from among the representatives of such members.
c) The one (1) Class C Director shall be appointed by the Board.
d) The three (3) Class D members of the Corporation shall consist of (A) one member appointed by each of the following: (i) The Mayor of the City, (ii) the chief financial officer of the City, and (B) the City elected City Council member who represents the District.
e) Prior to the vote for Directors in Class A and B, there will be the opportunity for members of these Classes to make nominations from the floor.
f) If an entity or individual is the owner of a property and also the tenant of that property, that entity or individual will only be able to vote in Class A as an owner.
g) Proxy. If the Class A owner cannot be present, their votes may be assigned to another member in writing, on letterhead, signed by the voting member (or an officer or partner of the voting member), and transmitted to the Chair, Secretary or executive or deputy director no less than five (5) business days prior to the election.
Section 5.4. Term of Office.
Each Director shall hold office for two (2) years and until their successor is elected and qualified or until their earlier death, resignation, incapacity to act or removal. Directors may be re-elected after their terms expire.
Section 5.5 Vacancies, Resignations and Removals.
a) If a vacancy on the Board is created by the death, resignation, removal or incapacity to act of a Director elected by the Class A or B, the Board, by a vote of the majority of Directors then in office, shall elect a new Director from the respective class.
b) If a vacancy is created by the death, resignation, removal or incapacity to act of a Class D Director, the official empowered to appoint such Director shall appoint a new Class D Director. However, if such Class D vacancy is the Director that is the City Council member representing the District, the vacancy shall be filled when a new City Counsel member is elected or appointed to that seat.
c) A Director elected or appointed to fill a vacancy shall hold office until the expiration of the term of the Director being replaced and until the election (or appointment) and qualification of a successor.
d) A Director shall cease to be a Class A, Class B or Class C member of the Board after three (3) consecutive absences from Board meetings. Any Director may resign by a notice in writing to the Chair of the Board. The acceptance of any such resignation, unless required by the terms thereof, shall not be necessary to make the same effective.
e) Any Directors representing either Class A or Class B member may be removed at any time with cause by the vote of the class which elected such member.
f) A Class D Director may be removed with or without cause by the public official who appointed such Director, or by recall of the Director who is the City Counsel member representing the District. Additionally, any Class D Director shall be removed when the official who appointed such member no longer holds an office that entitles him or her to appoint a member to Class D membership. Upon such removal, the newly elected official empowered to make an appointment to Class D membership shall appoint a new member to Class D who shall serve as a Director.
Section 5.6 Committees.
a) The Board, by a resolution adopted by a majority of the entire Board, may designate from among its members a Director Nominating Committee, a Finance Committee and such other standing committees as the Board from time to time may find appropriate. Each standing committee shall consist of at least three (3) Directors, and each of which, to the extent provided in such resolution, shall make recommendations for action in their particular area of focus to the Board, except that no such committee shall have the authority as to the following matters:
(i) The submission to members of the Corporation of any action requiring members' approval under the laws of the State of New York;
(ii) The filling of vacancies in the Board of Directors or in any committee;
(iii) The fixing of compensation of the Directors for serving on the Board, on any Board committee or the employees of the Corporation;
(iv) The amendment or repeal of these by‑laws or the adoption of new by‑laws; and
(v) The amendment or repeal of any resolution of the Board that by its terms shall not be so amended or repealed by a committee.
b) The Nominating Committee shall be responsible for making nominations to the Board for officers of the Board to be elected at the Annual Meeting. These nominations (the �slate�) will be submitted in writing to the Board of Directors and provided to the general membership by mail along with the notice of such Annual Meeting at which Directors will be elected.
c) The Finance Committee shall recommend an auditor for the Corporation to be appointed by the Board, shall define the scope of the audit to be performed, and shall review the annual financial statements of the Corporation prior to their submission to the members. The Finance Committee may examine and consider such matters relating to the financial affairs of the Corporation, as the Committee deems desirable.
d) The Board may designate one or more Directors as alternate members of any committee, who may replace any absent member or members at any meeting of such committee.
e) Each committee shall serve at the pleasure of and be responsible to the Board. It shall keep minutes of its meetings and report the same to the Board.
Section 5.7 Regular Meetings.
The Board shall hold monthly meetings at such times and such places as may be determined by the Board. The schedule of Board meetings shall be posted on the Corporation�s website. The Board may allow Corporation members to attend Board meetings as observers, and cannot vote or comment; provided, however, that the Board may hold executive meetings which Corporation members may not attend. The Board may, at its discretion, invite guests to make presentations at its regular monthly meetings and proscribe a time limit on such presentations.
Section 5.8 Special Meetings of the Board. Special meetings of the Board may be called at any time by the Chair or a majority of the Directors on five (5) days' notice by mail, email, telephone or fax.
Section 5.9 Robert�s Rules, Quorum, Voting.
a) The Board meetings shall be run according to Robert�s Rules of Order.
b) Five (5) Directors present shall constitute a quorum at Board meetings. At every Board meeting a quorum must be present in order to transact any business. No proxies for Directors are authorized.
c) Except as otherwise provided by law or in the Corporation�s certificate of incorporation or these by‑laws, any actions taken by the Board meeting may be taken upon affirmative vote by a majority of Directors present and entitled to vote. Each Director shall have one vote.
Section 5.10 Adjournment.
If at any meeting of the Board there shall be less than a quorum present, a majority of those Directors present may adjourn the meeting to another time and place, and the meeting may be held without further notice or waiver.
Section 5.11 Action without a Meeting.
Any action required or permitted to be taken at any meeting by the Board or any committee thereof may be taken without a meeting if a majority of the members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action and the resolution and the written consents are filed with the minutes of proceedings of the Board or the committee.
Section 5.12 Meeting by Conference Telephone.
Any one or more members of the Board or any committee thereof may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
Section 5.13 Compensation.
Directors shall not receive any compensation for their services as Directors or committee members but may receive compensation for expenses incurred as part of their duties as Board members limited to reimbursement of expenses upon submittal of receipts or invoices to the Corporation�s employees.
Section 6.1 Appointment of Officers.
The Board shall appoint the officers of the Corporation. Such officers shall include a Chair, a Vice‑Chair, a Treasurer and a Secretary, and may include such other officers as the Board from time to time shall find appropriate. The officers shall exercise the powers and perform the duties designated in the by‑laws and such other duties that usually pertain to their respective offices or as are properly delegated or assigned to them from time to time by the Board or Chair. Each officer shall hold office for such term as will be prescribed by the Board and until a successor has been appointed and qualified.
Section 6.2 Powers and Duties.
a) Chair: The Chair of the Board shall preside at meetings of the Board, have the power to sign for the Corporation all deeds and other instruments, and to perform such acts as usually pertain to the office of Chairperson.
b) Vice-Chair: During the absence or disability of the Chair, the Vice-Chair shall have all the powers and functions of the Chair. The Vice-Chair shall perform such duties as the Board shall prescribe.
c) Secretary: The Secretary shall keep minutes of the proceedings of the Board, and shall give or cause to be given, all notices in accordance with the provisions of these by‑laws or as required by law. These responsibilities may be delegated a Corporation employee. The Secretary shall be custodian of the corporate records, custodian of the corporate seal, maintain membership roles and in general shall perform all the duties incident to the office of Secretary and such other duties as may be assigned the Board.
d) Treasurer: The Treasurer shall have the custody of the Corporation's funds, and shall keep correct and complete books and records of account. The Treasurer shall prepare and certify all financial reports of the Corporation, or cause the same to be prepared and certified by a firm of certified public accountants, and in general shall perform all duties incident to the office of Treasurer and such other duties as may be assigned by the Board. The Treasurer shall submit, or cause to be submitted, a statement of accounts receivable and payable at each Board meeting, with copies to the Chairperson and Secretary.
Section 6.3 Removals.
Any Director may be removed for cause by a majority vote of the Board. The removed Director may be replaced by a majority vote of the Board.
Section 6.4 Executive and Deputy Directors
b) The Executive Director shall be the chief executive officer of the Corporation, with authority to implement, direct and supervise the activities of the Corporation and its employees and the responsibility for the day-to-day operation of the Corporation. The executive director shall be a member ex-officio of all committees (without vote), and to perform such acts as are assigned by the Board.
ARTICLE VII: AMENDMENTS
a) These by-laws may be amended at the Annual Meeting, or any meeting of the Board, provided that written notice of the proposed amendment has been sent to each voting member or Director, as the case may be, at least five (5) days in advance of the date set for the Annual Meeting or Board meeting.
b) If any by-law regulating the election of Directors is amended or adopted by the Board, there shall be set forth in the notice of the next Annual Meeting or Special Meeting, the by-laws so amended or adopted, together with a concise statement of the changes made and beginning at the Annual Meeting held in 2007, the general membership shall vote to accept such amendments or adoptions, and such amendments or adoptions shall have no effect unless accepted by the vote of the majority of the members present at such Annual or Special Meeting.
Section 8.1 Fiscal Year.
The fiscal year of the Corporation shall be January 1st through December 31st.
Section 8.2 Checks.
All checks, contracts, or demands for money and notes of the Corporation in excess of fifteen hundred dollars ($1,500) shall be signed by any two of the following: Chair, Vice‑Chair, Treasurer, Secretary and Executive Director, such other person as the Board may from time to time designate.
Section 8.3 Waiver of Notice. Whenever any notice is required to be given under the provisions of the laws of the State of New York, the Corporation�s certificate of incorporation, or these by-laws, a waiver thereof in writing, signed by the Chair, Vice-Chair, Secretary, or Treasurer of the Corporation or the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
Section 8.4 Year-End Fiscal and Executive Directors Reports.
A year-end fiscal report prepared by the Treasurer shall be presented to the membership at the Annual Meeting. A year end Executive Director�s report with goals and objectives for the upcoming year shall be presented to the members at the Annual Meeting.
Section 8.6 Audits.
A qualified professional accountant shall perform an audit annually.
Section 9.1 Insurance.
The Corporation may, to the fullest extent permitted by law, purchase and maintain insurance to indemnify its Directors or officers and indemnify and advance expenses to each individual made, or threatened to be made, a party to any action by reason of the fact that such individual is or was a Director or officer of the Corporation or served any other corporation or entity at the request of the Corporation.
Section 10.1 Investments and Proxies.
The Board shall have the power to make investments of the funds of the Corporation and to change the same and may sell, from time to time, any part of the securities owned by the Corporation or any rights or privileges that may accrue thereon. Any officer of the Corporation, or such other person or persons as the Board may designate, may execute and deliver on behalf of the Corporation proxies for stock owned by the Corporation appointing persons to represent and vote such stock at any meeting of stockholders, with full power of substitution, or rescinding such appointments.
Section 10.2 Transfer and Assignment.
The Board may authorize any officer, or other person or persons to execute such form of transfer or assignment as may be customary or necessary to constitute a transfer of stocks, bonds or other securities in the name of or belonging to the Corporation. A corporation or person transferring any such stocks, bonds or other securities pursuant to a form of transfer or assignment so executed shall be fully protected and shall not have any duty to inquire whether or not the Board has taken action in respect thereof.
No loan shall be contracted on behalf of the Corporation and no negotiable paper shall be issued on its behalf unless authorized by the vote of the Board. When so authorized by the Board, any officer of the Corporation may affect loans and advances at any time for the Corporation from any bank, trust company or other similar institution, or from any firm, corporation, or individual. Such authority may be general or confined to specific instances. No loans, other than through the purchase of bonds, debentures or similar obligations of the type customarily sold in public offerings, or through the ordinary deposit of funds in a bank, shall be made by the Corporation to its Directors or officers, or to any other corporation, firm, association or other entity in which one or more of its Directors or officers are directors or officers or hold a substantial interest, except a loan to another Type B or C corporation as defined in the New York Not-for-Profit Corporation Law.
Annual Meeting The meeting of the membership of the Corporation held annually as described in Section 4.1 herein.
Board The duly elected board of directors of the Corporation.
Code The Internal Revenue Code, as amended.
Corporation Yonkers Downtown/Waterfront Business Improvement District, Inc., a New York Nonprofit Corporation.
City The City of Yonkers
Directors Members of the Board who are (i) duly elected or (ii) appointed, as the case may be.
District The geographic area in which the Corporation is empowered to act. (See Exhibit A).
Special Meeting A meeting of the membership of the Corporation called by (i) a majority of the Board, (ii) the Chair of the Board, or (iii) upon written demand by members of the Corporation entitled to cast ten percent (10%) of the total number of votes at such meeting
Rev. 12/19/05