​Unless expressly stated otherwise, or unless superseded by municipal, state, or federal law, the definitions set forth on Appendix A shall govern the entirety of this document.

Section 1.  The name of this Corporation shall be “Hamilton Terrace Block Association Inc.”  It is a Not-for-Profit Corporation organized under New York law for educational and charitable purposes, with the intention of seeking tax-exempt status pursuant to Section 501(c)(3) of the United States Internal Revenue Code.

Section 2.  Additional purposes of the Corporation shall be to:

establish better community relationships through community involvement;

encourage and foster good standards of living and property maintenance;

promote projects for security; and 

encourage block beautification.

Section 3.  It shall not be the Corporation’s purpose to promote any individual, political party, or religious order.

Section 4.  The fiscal year of the Corporation shall end December 31. 

Membership shall be limited to owners of residential property on Hamilton Terrace (whether or not occupied by them) and to residents of Hamilton Terrace, each of whom has attained the age of sixteen (16) years. Membership is granted to individuals, as opposed to families or households.  For the avoidance of doubt, individuals no longer owning residential property on, or residing at, Hamilton Terrace shall forfeit their membership in the Corporation and their positions, if any, as Officers or Directors immediately upon ceasing to be a resident of Hamilton Terrace.

Section 1.  The Voting Members shall be those members in Good Standing and the Directors.

Section 2.  All residents of Hamilton Terrace are automatically considered “members” of the Corporation.  Members are invited to, and shall, become members in Good Standing if they agree to subscribe to the Bylaws and have fully paid their Suggested Contribution.  Members in Good Standing shall have full privileges of the Corporation, including voting on election of Officers and amendments to the Bylaws, making motions and serving as Officers and Directors.

Section 3.  The Suggested Contribution for Membership shall be set at the discretion of the Board of Directors.  The Suggested Contribution shall be assessed annually, commencing January 1, 2017, and shall be payable prior to January 31 of each calendar year.  The Board shall publicly announce changes to the Suggested Contribution, and the effective date for such changes.

Section 1.  The Board of Directors shall be the policy-formulating body of the Corporation.

Section 2.  The Board of Directors shall consist of the Officers and any other persons appointed as Directors pursuant hereto.

Section 3.  The Board shall consist of at least five (5) Directors, consisting of the four (4) officers elected by the Voting Members and one at-large Director selected by the Board of Directors by majority vote of the entire Board.

Section 4.  The Board shall meet in Board Meetings, to be held monthly at such times as shall be established from time to time by the President with a consensus of the Board.

A.  A Director may attend a Board Meeting via telephone or other real-time medium of communication. Directors who cannot attend in person shall be permitted to cast a vote by proxy (via either telephone, e-mail, or another method).

B.  At Board Meetings, a majority of the Directors shall constitute a Quorum.

C.  Only Directors shall attend or be privy to Board Meetings, unless a majority of the Board votes to permit a non-Director to attend or be privy to some or all of a Board Meeting.

Section 5.  Official policy positions and operating decisions of the Corporation may be established by the Board upon a majority vote of the Directors present in person or by proxy.  Matters that the Board deems appropriate for a vote by the General Membership shall be referred to Voting Members for a vote.

Section 6.  The Directors shall establish procedures for appointing to the Board additional members in Good Standing, based on their experience, and their willingness and ability to work for the betterment of Hamilton Terrace and the Corporation.

Section 7.  If any Director or Officer shall resign, become incapacitated, be removed or shall otherwise cease to be eligible to serve as an Officer or a Director, a replacement Officer or Director shall be appointed by a majority vote of the entire Board and shall serve for the balance of the term of the Officer or Director being replaced.  

Section 8.  The Board may choose to create additional Functional Positions and committees (standing or otherwise) as it deems appropriate.  Without limiting the foregoing, there shall be a standing Nominating Committee consisting of at least three (3) members appointed by the Board of Directors.  

Persons wishing to serve on a Committee shall so notify the Secretary. It is the intention of the Corporation that membership on committees be encouraged and that committee membership be a means to broaden resident participation in the affairs of Hamilton Terrace. 

Section 9.  A Director may be removed for good reason if another Director makes a motion to consider the removal, and two-thirds of the entire Board vote for removal.  Good reasons to remove a Director shall include, but shall not be limited to, the following:

(A) excessive absenteeism from either Open or Board Meetings;

(B) malfeasance;

(C) damaging the reputation of the Corporation, either through words, deeds, or omissions;

(D) behaving in a way that could potentially undermine the Corporation or work against its mission; and

(E) incompetence or failure to fulfill one’s responsibilities.

Section 1.  The Officers of the Corporation shall be the President, the Vice President, the Secretary and the Treasurer.

Section 2.  All Officers shall be at least 18 years of age.

Section 3.  Officers shall be elected for staggered terms, such that not more than two (2) Officers shall stand for election at any time.  Officers shall be elected for two (2) year terms, provided that the terms of the Vice President and the Secretary elected in 2014 and May of 2016, respectively, shall expire December 31, 2016.  Except as provided in the immediately preceding sentence with respect to certain Officers elected in May 2016, the term of each Officer shall begin at the time of election and shall conclude on December 31 of the calendar year following the calendar year in which such Officer was elected.

Section 4.  The President may not hold the same position for more than four consecutive terms.

Section 5.  It shall be the duty of the President to preside at all meetings of the Corporation, appoint all committee Chairpersons, ensure that all Officers and Directors are performing their duties satisfactorily, and serve as an ex officio member of all committees of the Corporation.  If the President leaves office before the completion of his or her term, the Vice President shall succeed to the position.  

Section 6.  The Vice President shall preside at all meetings and perform all other duties of the President during absence or disability of that Officer.

Section 7.  In the event of a temporary absence of both the President and the Vice President, the Treasurer shall perform the duties of the President.

Section 8.  The Treasurer’s responsibilities include the following:

A.  Keep an accurate recording of all financial matters and ensure that bills are paid promptly. 

B.  Give an accurate financial report at all Open and Board Meetings.

C.  Make any withdrawals or transfer of funds, subject to the approval of the President.

D.  Relinquish all financial records to the new Treasurer (if a new Treasurer has been elected) as of the end of the last business day of the fiscal year.

E.  Oversee all financial aspects of fundraising activities.

Section 9.  The Secretary’s responsibilities include the following:

A.  Be responsible for maintaining the books and records of the Corporation, which shall be the property of the Corporation.

B.  Keep minutes of all meetings, record votes, and handle correspondence to and from the Corporation.

C.  Maintain accurate membership records and coordinate periodic membership drives. 

Section 10.  All checks for payment by the Corporation shall be signed by one of the President or another Officer granted signing authority. Those Officers with signing authority shall be appointed by the President.

Section 11.  All Officers shall be available to hear any grievance of a member and shall present the same for discussion by the Directors at the next Board Meeting.

Section 12.  Not less than thirty (30) days before leaving office, outgoing Officers shall provide their successors with all information, files, and materials collected during their tenure in office.  Outgoing Officers shall also, to the best of their ability, advise the new Officers from time to time as the new Officers may reasonably request.

Section 1.  The Board of Directors shall have authority to terminate a member’s affiliation with the Corporation, by a two-thirds vote of the entire Board, for any reason the Board deems appropriate.

Section 2.  Members whose affiliation with the Corporation has been terminated may be reinstated at the discretion of a majority of the entire Board.

Section 1.  Open Meetings of the Corporation shall be held at least quarterly or more frequently as the Board shall determine.

Section 2.  Open Meetings shall normally be conducted according to the following order of business:

A.  The Minutes of the last Open Meeting shall be read.

B.  The Treasurer’s Report shall be read.

C.  Reports of Officers, committees, and other Corporation bodies created by the Board shall be made to the General Membership.

D.  New business and other items may be introduced.

E.  The Open Meeting shall conclude with adjournment.

Section 1.  All proposed Amendments to the Bylaws must be submitted in writing to the Board of Directors for their approval.

Section 2.  All Amendments shall require the approval of two-thirds of the entire Board.  Any proposal to amend the Bylaws must be announced to the members not less than fourteen (14) days before consideration by the Board. 

Section 3.  All Voting Members shall have the opportunity to vote on the proposed Amendment.

A.  Voting Members may vote on a proposed Amendment during the Voting Period.  The length of the Voting Period shall be determined at the time the proposed Amendment is put to the Voting Members, but may not be shorter than sixty (60) days.  

B.  Voting Members may vote on the proposed Amendment by casting a written ballot at an Open Meeting, by e-mail, by letter, or by other written form.

Section 4.  A proposed Amendment must be approved by two-thirds of the ballots submitted by Voting Members in order to be adopted. Ballots must be submitted by at least 51% of the Voting Members for the vote to be valid.

Section 5.  The Secretary shall give notice of the outcome of a vote on a proposed Amendment by making an announcement at the first Open Meeting after approval of the Amendment.  

Section 6.  When a newly passed Amendment alters or replaces a provision of the Bylaws, the text of the new Amendment shall be inserted in place of the old, superseded provision as appropriate, and the numbering within the Bylaws shall be adjusted as necessary. Old versions of the Bylaws should be kept on file, with their dates recorded.

Section 1.  In the event that the Board believes that the Corporation should be dissolved, the Board shall notify all members in Good Standing of their decision and those members must approve Dissolution by a two-thirds vote.

Section 2.  In the event of Dissolution, the Corporation’s assets and property, and the proceeds of those assets and property, shall not be distributed to members, except to the extent necessary to reimburse them for debts they incurred on behalf of the Corporation with the Board’s explicit consent.

Section 3.  All remaining property and assets of the Corporation shall be distributed to such non-profit charitable organizations as may be selected by the Board of Directors by a two-thirds vote, consistent with municipal, state, and federal law.

Amendment: any change or addition to the Bylaws.

Board: the Board of Directors.

Board of Directors: The Corporation’s Board of Directors, as described in Article V of the Bylaws.

Board Meeting: a meeting of the Board of Directors.

Bylaws: this document—the Bylaws of Hamilton Terrace Block Association Inc.

Corporation: Hamilton Terrace Block Association Inc., as described in Article II of the Bylaws.

Director: a member of the Board of Directors. All Officers are Directors.

Dissolution: the dissolution of the Corporation, voluntary cessation of all activities, and filing of dissolution documents with the Secretary of State of the State of New York.

Functional Position: a position created by the Board as necessary to fulfill a specific need.

General Membership: all members of the Corporation, including the Directors.

Good Standing: a member of the Corporation shall be in Good Standing if he or she is not in arrears to the Corporation and has satisfied such attendance requirements, if any, as the Board of Directors may impose in the future by majority vote of the entire Board.

Hamilton Terrace: Hamilton Terrace, West 144th Street between Hamilton Terrace and Convent Avenue, and 141st Street between St. Nicholas Avenue and Convent Avenue (numbers 409, 413, 415, 417, 423, 435).

Membership: the status of being a member of the Corporation. Membership is limited to residents of Hamilton Terrace.

Officers: the members of the Corporation elected to the positions of President, Vice President, Secretary and Treasurer.

Open Meeting: a meeting for attendance by the General Membership and any other interested parties.

President: the President of the Corporation.

Quorum: at an Open Meeting, ten (10) members in Good Standing (inclusive of Directors) present at the meeting in person or by proxy shall constitute a Quorum to conduct official business at that meeting.

Secretary: the Secretary of the Corporation.  

Suggested Contribution: a monetary donation suggested by the Board of Directors, as described in Article IV, Section 3 of the Bylaws. As of the date hereof, the Suggested Contribution per person is U.S. twenty dollars ($20).

Treasurer: the Treasurer of the Corporation.

Vice President: the Vice President of the Corporation.

Voting Rights: the right to cast a formal vote at an Open Meeting and on Amendments. Only Voting Members have Voting Rights.