BYLAWS OF THE GATEWAY PLAZA TENANTS ASSOCIATION, INC.
ARTICLE I NAME
Section 1. The organization shall be known as the Gateway Plaza Tenants Association, Inc., hereinafter referred to as the GPTA or the Association.
ARTICLE II PURPOSE
Section 1. The purposes of the GPTA are: (1) to represent the interests of its members before all governmental, quasi-governmental and private institutions that develop policy affecting Gateway Plaza and its residents and that supervise, manage or regulate our housing; and (2) to define, maintain and promote our common objectives in a democratic manner so that the health, safety and welfare of its members are maintained and improved.
Section 2. Not-For-Profit Corporation. The GPTA is a not-for-profit corporation and no part of the net income of the GPTA shall inure to the benefit of any officer or member of the GPTA. In the event of the liquidation or dissolution of the GPTA, whether voluntary or involuntary, no member shall be entitled to any distribution or division of its remaining property or its proceeds. The balance of all moneys and other property received by the organization from any source, after the payment of all debts and obligation of the GPTA, shall be used or distributed subject to the order of the Supreme Court of the State of New York, County of New York, as provided by law, exclusively for the purpose within those set forth in this article and the certificate of incorporation and within the intendment of Section 501(c) of the Internal Revenue Code of 1954 and its regulations as the same now exist or as they may hereafter from time to time be amended.
Section 3. General Business Law Compliance. Nothing contained herein shall authorize or empower the GPTA to perform or engage in any act or practices prohibited by Section 340 of the General Business Law of the State of New York or any other statutes of this state.
ARTICLE III MEMBERSHIP AND ASSESSMENTS
Section 1. Eligibility. Each household in legal residence at Gateway Plaza is considered eligible for membership in the GPTA. Membership shall be terminated when a household is no longer a legal resident of Gateway Plaza.
Section 2. The legal household member shall be permitted only one vote, notwithstanding the number of individuals living in the household.
Section 3. Any individual residing in the household may cast a vote on the household behalf so long as that individual’s name was listed on the membership application or reported by an application signatory to the GPTA as being a part of that household, prior to any election or vote.
Section 4. Upon the payment of annual dues as prescribed by the Board of Directors, a legal household is deemed to be a member in good standing (the “Member”). Membership dues are to be paid annually.
Section 5. In the event a resident rents more than one apartment, he/she will be limited to one membership, and dues will be assessed for one apartment.
Section 6. Confidentiality. No name, or related personal information regarding any member of the GPTA may be released, published, sold or otherwise disseminated by the Board of Directors or any of its members without the express authorization of the member.
ARTICLE IV MEETINGS OF MEMBERS
Section 1. Annual Meeting. Unless otherwise set by the Board of Directors, an annual meeting of the Members shall be held within the fourth quarter of the calendar year for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the election of Directors shall not be held within the period designated herein for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the Members as soon thereafter as conveniently may be.
Section 2. Special Meetings. Special meetings of the Members may be called by the President, the Board of Directors, or by a group of Members having no less than one-tenth (1/10) of the voting rights.
Section 3. Quorum. A quorum for a General Meeting of the GPTA shall be no less than one-tenth (1/10th) of the Members in good standing. If a quorum is not present at any Meeting of Members, a majority of the Members present and entitled to vote may adjourn the meeting from time to time without further notice.
Section 4. Notice of Meetings. Written notice stating the place, day and hour of any meeting of Members shall be delivered, either personally, by mail, or by email to each Member entitled to vote at such meeting, not less than thirty (30) nor more than sixty (60) days before the date of such meeting, by or at the direction of the President, or the Secretary, or the officers or Persons calling the meeting. In case of a special meeting or when required by statute or by these By-Laws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the Member at his address as it appears on the records of the Association, with postage thereon prepaid.
Section 5. Informal Action by Members. Any action required by law to be taken at a meeting of the Members, or any action which may be taken at a meeting of Members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by a majority of the Members entitled to vote with respect to the subject matter thereof.
Section 6. Proxies. Voting by proxy shall not be permitted; Members must be present at a Meeting in order to vote.
Section 7. Manner of Acting. A majority of the votes entitled to be cast on a matter to be voted upon by the Members present and entitled to vote at a meeting at which a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by law or by these By-Laws.
Section 8. Organization. At each meeting of the Members, the President, or, in his or her absence, the Vice President for Administration, or in the absence of both of them, an Officer designated by a majority of the Directors present and entitled to vote during the presence of a quorum, shall act as a chairperson, and the Secretary, or in his or her absence a person whom the chairperson shall appoint, shall act as secretary of the meeting.
Section 9. Authorization of Members. Whenever the express authorization of the Members is required under these By-Laws or by law, such authorization shall be evidenced only by resolutions duly adopted by the Members in accordance with these By-Laws.
Section 10. Procedure. Except where otherwise provided in these By-Laws, all procedural issues in this organization shall be determined in accordance with the latest edition of Robert’s Rules of Order Revised.
ARTICLE V BOARD OF DIRECTORS
Section 1. Express and Implied Powers and Duties. The property, affairs and business of the Association shall be managed by the Board of Directors. In addition to the powers expressly granted to it by the Certificate of Incorporation and these By-Laws, the Board of Directors may exercise all such powers of the Association and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-laws required to be exercised or done by the Members.
Section 2. Number, Tenure and Qualifications. (a) The number of Directors shall be a minimum of seven (7) and a maximum of fifteen (15), provided that commencing with the election of Directors to take place during or after the fourth quarter of 2020, the maximum number of Directors shall be thirteen (13). Each Director shall hold office until the next annual meeting of Members and until his/her successor shall have been elected and qualified. At each meeting of Members at which Directors are elected, elections shall be held for the maximum number of Directors permitted.
(b) Any Member in good standing may serve as a Director. Any Member in good standing may nominate himself or herself or any other Member in good standing as a candidate for Director. Names of candidates will be listed in alphabetical order by last name on printed ballots to be distributed to Members in good standing at the annual meeting, provided that the Board receives a nomination for a candidate at least fourteen (14) days prior to the annual meeting. Nominations will also be accepted from the floor at the annual meeting for write-in candidates. A Member who is in good standing as of the time of the annual meeting shall be considered in good standing for the purposes of being a candidate for Director.
(c) A Director who has had three (3) consecutive unexcused absences from a Board meeting or four (4) unexcused absences from a Board meeting in any calendar year is subject to removal from the Board by majority vote of the Directors at a Board meeting at which a quorum is present. In such a vote, the Director who is the subject of the removal vote shall not vote. Among factors to be taken into account in any such removal vote are the Director’s attendance and participation in other GPTA events or meetings apart from Board meetings. A Director may be properly excused from a Board meeting for the following reasons: military service, jury duty, personal illness, illness or death in the family or household, attending to Association business at the request of the President, or any other reason approved by the President.
(d) There shall be no more than one (1) Director per household.
Section 3. Regular Meetings. A regular annual meeting of the Board of Directors shall be held without other notice than this By-Law, immediately before, and at the same place as, the annual meeting of Members. The Board of Directors may provide by resolution the time and place for the holding of additional regular meetings of the Board without other notice than such resolution.
Section 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two (2) Directors. The person or persons authorized to call special meetings of the Board may fix any place in Manhattan Community District 1 as the place for holding any special meeting of the Board called by them.
Section 5. Notice. Notice of any special meeting of the Board of Directors shall be given at least seven (7) days previously thereto by written notice delivered personally or sent by mail or email to each Director at his address as shown by the records of the Association. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law, or by those By- Laws.
Section 6. Quorum. One-half (1/2) of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than one-half of the Directors are present at said meeting, a majority of the Directors present and entitled to vote may adjourn the meeting from time to time without further notice.
Section 7. Telephonic Meetings. Any one (1) or more Members of the Board of Directors or any committee thereof may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other if such equipment is available for use at the meeting site, and participation in a meeting by such means shall constitute presence in person at such meeting.
Section 8. Manner of Acting. The act of a majority of the Directors present and entitled to vote at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these By-Laws.
Section 9. Vacancies. Any vacancy occurring in the Board of Directors and any Directorship to be filled by reason of an increase in the number of Directors may be filled until the next annual meeting by the affirmative vote of a majority of the remaining Directors, though less than a quorum of the Board of Directors. A Director elected, to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
Section 10. Compensation. Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; but nothing herein contained shall be construed to preclude any Director from serving the Association in any other capacity and receiving compensation therefore.
Section 11. Informal Action by Directors. Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by a majority of all of the Directors. For these purposes, the consent of a Director conveyed by electronic transmission shall be deemed to be a consent in writing. Such writing or writings or electronic transmission or transmissions shall be filed with the minutes of proceedings of the Board of Directors.
Section 12. Non-Waiver. All the rights, duties and privileges of the Board of Directors shall be deemed to be continuing and shall not be exhausted by any single act or series of acts. To the same extent, the failure to use or employ any remedy or right hereunder or hereafter granted shall not preclude its exercise in the future nor shall any custom bind the Board of Directors.
Section 13. Fidelity Bond. The Board of Directors may obtain for the Association adequate fidelity bonds covering dishonest acts of all officers, directors, trustees and employees of the Association and all others responsible for handling funds of the Association. The premiums on such bonds shall constitute an expense of the Association. All such fidelity bonds shall (a) name the Association as an obligee, (b) be written in an amount equal to at least one hundred fifty (150%) percent of the estimated annual operating expenses of the Association, including reserves, and (c) contain waivers of any defense based on the exclusion of persons who serve without compensation from any definition of “employee” or similar expression and shall provide that they may not be cancelled or substantially modified without at least thirty (30) days’ prior written notice.
Section 14. Indemnification of the Board of Directors. Each Director, his or her heirs, administrators and executors shall be indemnified and held harmless by the Association against any losses, expenses and counsel fees reasonably incurred by or imposed upon him or her in connection with any action, suit or proceeding to which said Director, his or her heirs, administrators and executors may be made a party by reason of his or her being or having been a Director of the Association, or delegee, provided, however, that should such Director be adjudged in such action to have been guilty of gross or willful misconduct, the aforesaid indemnity shall not be applicable or operative. In the event of a settlement of any such case, such Director shall be indemnified only as to such matters covered by the settlement which the Association is advised by its counsel are not the result of willful misconduct of such Director. The aforesaid indemnification is intended to encompass the foresaid acts of the Directors only to the extent herein provided and is not intended to be operative with respect to any duties, obligations or liabilities assumed by such Director as a Member. Unless acting in willful misconduct, no Director shall be personally liable to any Association Member in any respect for any action or lack of action arising out of the execution of his or her office. Each Association Member shall be bound by the good faith actions of the Directors of the Association taken in the execution of the duties of said Directors.
Section 15. No Member shall have any personal liability for any wrongdoing or damages caused by the Board of Directors or any Director on behalf of the Association. Every contract entered into by the Board of Directors on behalf of the Association shall provide that the members of the Board of Directors are acting only as agents for the Association and that the Members shall have no personal liability thereunder.
ARTICLE VI OFFICERS
Section 1. Officers. The officers of the Association shall be a President, a First Vice President – Administration, a Second Vice President – Communications and Membership, a Treasurer and a Secretary.
Section 2. Election and Term of Office. The Officers shall be elected at the annual meeting of the Board of Directors. If the election of Officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be at a Special Meeting of the Board of Directors called for such purpose. New offices may be created at any meeting of the Board of Directors, and can be filled at any subsequent meeting of the Board of Directors . Each officer shall hold office until his successor shall have been duly elected and shall have qualified.
Section 3. Qualification of Officers. The Officers shall be elected from among the Directors.
Section 4. Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the Association would be served thereby.
Section 5. President. The President shall be the principal executive officer of the Association and shall in general supervise and control all of the business and affairs of the Association. He or she shall preside at all meetings of the Members and of the Board of Directors. He or she may sign, with the Secretary or any other proper officer of the Association authorized by the Board of Directors, any bonds, contracts, checks or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws or by statute to some other officer or agent of the Association; and in general he or she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 6. First Vice President – Administration. In the absence of the President or in the event of his or her inability or refusal to act, the First Vice President – Administration shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The First Vice President – Administration shall act as the Chief Operating Officer of the Association, and shall perform such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.
Section 7. Second Vice President – Communications and Membership. In the absence of both the President and the First Vice President – Administration or in the event of their inability or refusal to act, the Second Vice President – Communications and Membership shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Second Vice President – Communications and Membership shall also be responsible for developing means and methods of communication with Members and with tenants of Gateway Plaza whether or not they are Members. He or she shall also be responsible for developing and overseeing strategies for expanding and enhancing the membership in the Association.
Section 8. Treasurer. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine. He or she shall have charge and custody of and be responsible for all funds and securities of the Association; receive and give receipts for monies due and payable to the Association from any source whatsoever, and deposit all such monies in the name of the Association in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of these By-Laws, and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.
Section 9. Secretary. The Secretary shall keep the minutes of the meetings of the Members and of the Board of Directors in one (1) or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; be custodian of the corporate records; keep a register of the apartment number and post office and email address of each Member which shall be furnished to the Secretary by such Member; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
Section 10. Indemnification of Officers. Each officer, his or her heirs, administrators and executors shall be indemnified and held harmless by the Association against any losses, expenses and counsel fees reasonably incurred by or imposed upon him or her in connection with any action, suit or proceeding to which said officer, his or her heirs, administrators and executors may be made a party by reason of his being or having been an officer of the Association, or delegee, provided, however, that should such officer be adjudged in such action to have been guilty of gross negligence or willful misconduct, the aforesaid indemnity shall not be applicable or operative. In the event of a settlement of any such case, such officer shall be indemnified only as to such matters covered by the settlement which the Association is advised by its counsel are not the result of such gross negligence or willful misconduct of such officer. The aforesaid indemnification is intended to encompass the aforesaid acts of the officers only to the extent herein provided and is not intended to be operative with respect to any duties, obligations or liabilities assumed by such officers as Members. Unless acting in willful misconduct, no officer shall be personally liable to any Member in any respect for any action or lack of action arising out of the execution of his office. Each Member shall be bound by the good faith actions of the officers of the Association taken in the execution of the duties of said officers.
Section 11. Other Duties and Powers. The officers shall have such other duties, powers and responsibilities as shall, from time to time, be authorized by the Members.
Section 12. Liability of Members for Actions of Officers. No Member shall have any personal liability for any wrongdoing or damages caused by an officer acting on behalf of the Association. Every contract entered into by an officer on behalf of the Association shall provide that the officer is acting only as agent for the Association and that the Members shall have no personal liability thereunder.
ARTICLE VII RECORDS
Section 1. Records and Audit. The Board of Directors shall keep records of its actions, minutes of the meetings of the Board of Directors, minutes of the meetings of the Members, and financial records and books of account of the Association, including, without limitation, a chronological listing of receipts and expenditures. An annual report of the receipts and expenditures of the Association shall be prepared by the Treasurer and rendered by the Board of Directors to all Members within ninety (90) days following the end of each fiscal year.
ARTICLE VIII MISCELLANY
Section 1. Notices. All notices to be given to the Association shall be sent by registered or certified mail to the Association, care of the Secretary, at the office of the Association, or to such other address as the Board of Directors, by express authorization of the Members therefor, may hereafter designate from time to time in writing, to Members. All notices to any Member (other than notices of meetings) shall be sent by registered or certified mail to the address designated by such Member from time to time in writing to the Association. All notices shall be deemed to have been given when mailed except notices of change of address, which shall be deemed to have been given when received. It shall be the obligation of every Member to immediately notify the Secretary of the Association in writing of any change of address.
Section 2. Invalidity. The invalidity of any part of these By-Laws shall not impair or affect in any manner the validity or enforceability or effect of the balance of these By-Laws.
Section 3. Captions. The captions herein are inserted only as a matter of convenience or reference and in no way define, limit or describe the scope of the By-Laws or the intent of any provision thereof.
Section 4. Gender. The use of the masculine gender in these By-Laws shall be deemed to include the feminine and neuter genders, and the use of the singular shall be deemed to include the plural, in each case whenever the context so requires.
Section 5. Waiver. No restriction, condition, obligation or provision contained in these By-Laws shall be deemed to have been abrogated or waived by reason of any failure to enforce the same, irrespective of the number of violations or breaches thereof which may occur.
ARTICLE IX AMENDMENTS TO BY-LAWS
Section 1. Amendments to By-Laws. Except as herein provided otherwise, these By-Laws may be modified, altered or amended by the affirmative vote of a majority of the Directors present and entitled to vote during the presence of a quorum at a meeting of the Board of Directors duly held for such purpose, or by the affirmative vote of a majority of the Members present and entitled to vote during the presence of a quorum at a meeting of the Members duly held for such purpose.
ARTICLE X CONFLICTS
Section 1. Conflicts. In case any of these By-Laws conflict with the provisions of the Not-for-Profit Corporation Law of the State of New York, the provisions of said Not-for-Profit Corporation Law shall control.
Updated January 6, 2020