Center Square Association
Albany, New York
ARTICLE I: NAME
The name of the Corporation is “Center Square Association, Inc.” (hereinafter referred to as the “Corporation”).
ARTICLE II: PURPOSE
Section 1 – Purpose
The purpose of the Corporation shall be as set out in the original charter that the said Corporation is a not-for-profit membership organization formed for the following civic purposes:
To foster and support communication among residents.
To promote the quality of residential living in the neighborhood, and throughout the City of Albany.
To promote community building with other urban neighborhoods.
To foster the repair, rehabilitation and restoration of endangered, dilapidated or sub-standard buildings primarily within the boundaries of the Center Square neighborhood.
To cooperate with State and local governments, civic and community organizations, banks, insurance companies, and other lenders both public and private.
To encourage the improvement of housing throughout the City of Albany, and the viability of the urban environment.
In furtherance of these purposes this Corporation shall have all the powers enumerated in Section 202 of the Not for Profit Corporation Law.
Section 2 – Objectives and Boundaries
The Corporation shall pursue its purposes as stated herein in an area presently defined as Lark Street from Jay Street to Spring Street; Spring Street to Dove Street; south on Dove Street to State Street; east on State Street to South Swan Street; south on South Swan Street to Jay Street; west on Jay Street to Lark Street; north on Lark Street to Spring Street, plus one block on Lancaster Street from Lark Street to, but not including, Willett Street.
ARTICLE III: MEMBERSHIP
Section 1 – Resident Member
Any individual living in the area described in Article II, Section 2 shall be eligible for resident membership and shall be such a member upon payment of annual dues.
Section 2 Associate Member
Any individual not living within the boundaries of Center Square, who is interested in carrying out and furthering the purpose and objectives of the Corporation, shall be eligible for associate membership and shall be such a member upon payment of annual dues.
Section 3 Any question of eligibility shall be resolved by the Board of Directors.
Section 4 Membership shall not confer or vest ownership, to the member, of any Corporate property, funds or other interest.
ARTICLE IV: MANAGEMENT
Control and management of the Corporation including its property and funds, shall be vested in the Board of Directors.
ARTICLE V: OFFICERS
Section 1 – Titles
The officers of the Corporation shall consist of a President, Vice President, Director of Community Outreach, Director of Beautification, Recording Secretary, Corresponding Secretary, and Treasurer.
Section 2 – Duties of Officers
President – The President shall preside at all meetings of the Corporation and of the Board of Directors; shall appoint all standing committees and ad-hoc committees, except the Nominating Committee; shall be an ex-officio member of all committees except the Nominating Committee; and shall have the power to disperse funds in the absence of the Treasurer. The President may sign and execute, together with the Secretary or the Treasurer, in the name of the Corporation, deeds, contracts or other instruments authorized by a vote of the membership except as otherwise provided herein. The President shall regularly inform the Vice President of all association activities within the purview and control of the President, to ensure that the goals and objectives of the organization are met, delegating to the Vice President such duties as necessary, in order to achieve said goals and objectives. The President shall call an organizational meeting of the Board of Directors of the Corporation within 45 days of taking office, and shall call and preside at quarterly meetings of the Board of Directors of the Corporation during the balance of his or her term.
Vice President – The Vice President, in case of the absence of the President, shall possess all his or her powers. The Vice President shall discharge all duties delegated by the President in accordance with Section 2, subsection A, above.
Director of Community Outreach – The Director of Community Outreach shall direct and supervise the work of Block Captains. The Director shall be responsible for recruitment, formulation and publication of duties, and providing appropriate training and support for the Block Captains. There shall be one or more Block Captains for each block, with the exception of Swan Street, within the territorial boundaries of the Corporation. Block Captains may be elected at any membership meeting. Block Captains who fail to carry out their duties may be removed by the Director. When vacancies exist, the Director shall be responsible to carry out the duties of Block Captain for the area where the vacancy exists until the vacancy can be filled. Within 30 days of the commencement of his or her term, the Director shall call and chair a meeting of all Block Captains in order to review and explain their duties. Thereafter the Director shall conduct such meetings as may be necessary to assist and support the Block Captains in carrying out their duties.
Director of Beautification – The Director of Beautification shall coordinate a master plan for beautification within Center Square including greenery, tree care, and decorative elements within the neighborhood. The Director shall also work with the Hudson/Park Neighborhood Association coordinating the care and development of the Hudson-Jay Park. Responsibilities shall include working with the City Gardener and City Forester, encouraging residents to plant trees, install window boxes, and cultivate tree surrounds, organizing the distribution of beautification materials from the city or other sources, and organizing neighborhood clean-ups.
Recording Secretary – The Recording Secretary shall keep a proper record of all meetings of the Corporation, of the Board of Directors, and of the membership. The Recording Secretary shall keep all records of attendance at meetings, shall see that books, reports, statements, certificates and all other documents and records required by law are properly kept and filed, and in general shall perform all the duties incident to the office of Secretary. The Recording Secretary shall be custodian of the seal of the Corporation.
Director of Communications – The Director of Communications shall collect all mail, coordinate and manage all Association communications, and may assist the President with the preparation and distribution of notice of meetings. The Director may assist the President with general correspondence of the Corporation. The Director of Communications shall maintain and update a timely and accurate membership list with mailing addresses, and shall provide regular membership list updates to the President and the Membership Committee. The membership list shall be given to the Nominating Committee Chair immediately upon his or her appointment.
Treasurer – The Treasurer shall manage the funds and securities of the Corporation and the deposits of such funds in the name of the Corporation in such banks or other depositories as designated by the Board of Directors. The Treasurer shall render a written financial report at each meeting of the Board of Directors and of the membership, and at such other times, as requested by the Board of Directors. The Treasurer shall perform all duties incident to the office of Treasurer, together with such other duties as from time to time may be assigned by the Board of Directors or the President.
Section 3 – Eligibility
All resident members shall be eligible for election to, and may serve as, officers of the Corporation, except that in order to be eligible for the office of President , such individual must also have been a resident member for two preceding years.
Section 4 – Nominations
A Nominating Committee, consisting of not less than three resident members, none of them Association officers, shall be appointed biannually by the membership at the regular May meeting. The Nominating Committee shall hold its organizational meeting within thirty days of appointment, and shall meet thereafter as needed. The nominating committee shall give reasonable notice to the general membership, of the commencement of the process of nomination, the positions available, and the duties thereof. The nominating committee shall provide to potential board members a description of the duties of each office and shall meet, as a committee, with potential candidates to determine the suitability of each candidate for nomination. The Nominating Committee shall present a slate of candidates at the regular September meeting at which nominations from the floor will be accepted. Nominations from the committee, or from the floor, shall be noticed in writing to the membership, by the Committee not less than fifteen days prior to the Annual Meeting. Nominations may only be made by resident members.
Section 5 – Election and Tenure
All officers named in Article V Section 1, shall be elected at an Annual Meeting of the Corporation. A majority vote of the resident members present shall be necessary to elect. Election shall be by paper ballot by the resident members present at such meeting. Each officer shall be elected for a two-year term and shall assume such office on the first day of the next fiscal year.
Section 6 – Vacancies
If a position of officer shall become vacant during the term, in the absence of any other provision such vacancy shall be filled by a majority vote of the membership. Persons so elected shall serve for the balance of the term.
ARTICLE VI: BOARD OF DIRECTORS
Section 1 – Members of the Board
The Board of Directors shall consist of the elected officers, the immediate past president, and the chairpersons of standing committees.
Section 2 – Meetings
The Board of Directors shall meet at the call of the President or upon the written request to the Corresponding Secretary by at least three members of the Board of Directors. In any case, however, forty-eight hours prior, a written notice of the time and place of such meetings shall be effected by the Corresponding Secretary to each member.
Section 3 – Quorum
The presence of no less than one-half, plus one, of the members of the Board of Directors shall constitute a quorum.
ARTICLE VII: COMMITTEES
Section 1 – Standing Committees
The President shall appoint standing committees and theirs chairs, which shall consist of:
Membership Committee – The duties of the Membership Committee shall be to recruit new members and retain existing members. The work of the Membership Committee shall consist of staffing a membership table at local events (CSA Annual Meetings, neighborhood picnics, Neighborhood Works Conference, Lark Fest, and Art on Lark), initiating membership drives, coordinating the annual membership renewal process, and when appropriate, collecting dues and transmitting such receipts to the Corresponding Secretary.
Zoning and Codes Committee – The Committee shall represent the Association in seeing that the provisions of the Zoning Ordinance and the building and maintenance codes applicable to the Center Square area are observed and enforced. The Committee shall represent the Association at hearings of the Board of Zoning Appeals on properties within the Association’s boundaries and at such other hearings where decisions could impact the Center Square neighborhood. The Committee may make recommendations to the Association on changes in the Zoning Ordinance and on codes applicable to the Center Square neighborhood.
Finance Committee – The duties of the Finance Committee shall be to prepare an annual budget for adoption by the Corporation, to review contracts prior to execution by the Corporation, and make recommendations on business practices to be followed by the Corporation.
Communications Committee – Duties shall include publication of a Center Square newsletter on a quarterly basis; maintenance and development of the Center Square website; responding as appropriate or forwarding emails sent to email@example.com; and, preparation of informational flyers as needed.
Each committee shall consist of not less than three members, including the Chair, and shall meet as necessary to carry out the duties of the committee.
Each committee shall organize within thirty days of its election, choose its Chair, and by written report within sixty days of appointment, outline to the Board of Directors the committees’ goals and implementation strategies for the following year. The President may appoint, as above, ad-hoc committees as may be necessary.
ARTICLE VIII: MEETINGS
Section 1 – Annual Meetings
The Annual Meeting shall take place during the month of October. The President shall designate the time and place of the Annual Meeting. Ten days prior, notice of the time and place of such meeting shall be given to the membership. The presence of one-fifth plus one, but not less than fifteen resident members, shall constitute a quorum at the Annual Meeting.
Section 2 – Monthly Membership Meetings
Monthly meetings of the membership shall be held on the third Thursday of each month, or on such other day as may be designated by the President, except during the months of July and August. Notice of the time and place of such meetings together with a proposed agenda shall be given to all members one week in advance of such meetings. The presence of ten resident members shall constitute a quorum at monthly membership meetings. All actions and expenditures to be taken or made by the Corporation, except amendment of the By-Laws, shall be approved by a majority vote of the resident members present at a duly called membership meeting. Prior approval may be granted to officers and committee chairs to spend funds for a stated purpose up to a stated limit. Documentation for all expenditures shall be given to the Treasurer and reported to the membership.
Section 3 – Special Meetings of the Membership
Special meetings of the membership of the Corporation may be called at any time by the President or Vice President or in their absence or refusal by any ten resident members. In any case, however, five days prior, a written notice of the time and place of such meetings shall be given to the membership. The presence of ten resident members shall constitute a quorum at special meetings.
ARTICLE IX: DUES AND FISCAL YEAR
Section 1 – Fiscal Year
The fiscal year shall commence November 1 of each year.
Section 2 – Dues
The annual dues shall be determined by the Board of Directors prior to each Annual Meeting and included in the call for such Meeting. Dues shall be payable at the beginning of each fiscal year.
ARTICLE X: AMENDMENTS
Section 1 – Notification and Action
Amendment of these Bylaws may be made at any membership meeting of the Corporation provided that notice of the proposed amendment shall have been included in the call for the meeting. An affirmative vote of two-thirds, but not less than fifteen, of those resident members present shall be required to amend.
Section 2 – Member-Initiated Amendment
Any resident member of the Corporation may propose an amendment to these Bylaws by submitting such proposal in writing to the Board. The Board shall consider such proposed amendment at its next meeting and within one week after such consideration advise the initiator of the Board’s decision on recommendation of the proposed amendment.
In the event the Board approves the proposed amendment for recommendation to the membership, the President shall appoint a special committee to draft the proposed amendment, which committee shall include the initiator.
In the event the Board declines to recommend the proposed amendment, upon written request to the President by ten resident members of the Corporation, the President shall direct the Corresponding Secretary to publish the text of such proposed amendment in the notice of the membership meeting, along with the name of the initiator.
ARTICLE XI: VOTING
The list of resident members eligible to vote at any meeting shall be determined by the Corresponding Secretary.
ARTICLE XII: SEAL
The seal of the Corporation shall consist of a flat faced circular die with the following words cut or engraved around the perimeter: “Center Square Association, Inc., Albany, New York” and the words “Incorporated 1974” in the center thereof.
ARTICLE XIII: LIMITATIONS
No part of the net earnings of the Corporation, if any, shall inure to the benefit of any individual or member. No substantial part of the activities of the Corporation shall involve attempts to influence legislation by propaganda or otherwise and the Corporation shall not participate in any way in political campaigns on behalf of any candidate for public office.
ARTICLE XIV: DISSOLUTION
In the event of the dissolution of the Corporation, the residual assets will be turned over to an organization which is itself exempt under Section 501 of the Internal Revenue Code, and with compatible goals to those of Center Square Association, Inc. None of the assets shall be distributed to the benefit of any private individual.
November 13, 2007