LGSJ MISSION AND BYLAWS
ratified 1:2021

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Bylaws of [FINAL NAME TO BE DECIDED]

Established, [DATE OF FORMATION]

Article I: Name

The name of the association shall be the [FINAL NAME TO BE DECIDED] (“[Abbreviation]” or the “Association”).

Article II: Mission

We are residents of the southeast corner of Clinton Hill, Brooklyn, who strive to make a

neighborhood association that is accessible and welcoming to everyone who lives in our area.

Our mission is:

1. To enrich the quality of life for all residents in our neighborhood and protect the

populations that have lived here for decades by preserving the neighborhood’s racial,

ethnic, generational, and income diversity; working to stop displacement of those

populations; helping low-income residents; and preserving our area’s history and

traditions;

2. To provide an organized voice for our community in civic affairs and help residents

advocate for services, resources, and other improvements in our society;

3. To promote respectful, functional, and cooperative relations among all neighbors — and

equal opportunity — regardless of race, ethnicity, age, gender identity, sex, sexual

orientation, socioeconomic status, religion, language, disability, or length of residency in

the area;

4. To promote a clean and safe community;

5. To conduct forums and educational programs in support of the foregoing purposes,

including but not limited to educational opportunities for youth; and

6. To provide support and services for those in need.

Article III: Boundaries

The Association shall serve the residents that live within these boundaries: Lefferts Place

between St. James Place and Classon Avenue; St. James Place between Fulton Street and

Atlantic Avenue; and Grand Avenue between Atlantic Avenue and Fulton Street (the

“Boundaries”).

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Article IV: Membership

Section 1. Membership: There shall be two classes of membership to the Association:

The first class of membership shall be residential members (“Residential Members”). Any

person residing in the Boundaries may be a Residential Member of the Association.

The second class of membership shall be merchant members (“Merchant Members”). Any

person who owns or manages a legal commercial business in Clinton Hill, Fort Greene, Crown

Heights, Prospect Heights, or Bedford-Stuyvesant may be a Merchant Member. Any absentee

landlord who owns property within the Boundaries may also be a Merchant Member. Merchant

Members must pay dues in accordance with Article V of these Bylaws.

Section 2. Voting Membership: In order to vote at a meeting, a Residential Member must

satisfy one or more of the following criteria:

(a) have attended at least one membership meeting within the previous year;

(b) be currently serving on a committee;

(c) have volunteered for an event or project of the Association within the previous

year; or

(d) have paid dues in accordance with Article V of these Bylaws within the previous

year.

Voting members must be at least sixteen (16) years of age.

Merchant Members shall not be permitted to vote.

Section 3. Termination of Membership: Any membership may be terminated for cause at any

time by a vote of the Board of Directors (the “Board”), provided that at least one week’s notice

of the proposed action shall have been given to the entire Board then in office and the member

whose membership is terminated. Any member whose membership is terminated may petition

the Board for reinstatement after one (1) year.

Article V: Dues

Section 1. Purpose of Dues: Dues may be collected for the sole purpose of carrying out the

mission of the Association.

Section 2. Amount of Dues: Dues for Residential Members are voluntary. Dues for Residential

Members, if any, shall be made payable on a “suggested donation” basis and set in such amount

as the Board may determine from time to time.

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Dues for Merchant Members shall be set in such amount as the Board shall determine from time

to time.

Section 3. Payment of Dues: Dues shall be paid to the Treasurer of the Association each year

within the sixty (60) day period prior to the Fall Membership Meeting.

Section 4. Other Monetary Donations to the Association: Periodically, members may be

asked to donate to other projects and/or events proposed and voted on by the Association.

Donations are voluntary payments and are not considered dues.

Article VI: Meetings

Section 1. Membership Meetings: The Association shall hold meetings of its membership at

such times as the Board shall determine, provided that it shall hold at least one meeting during

the month of April, May, or June (the “Spring Membership Meeting”) and one meeting during

the month of September, October, or November (the “Fall Membership Meeting”) (collectively,

the “Biannual Membership Meetings”). Additional meetings to address Association activities

and issues will be scheduled by the Board as needed. Any Residential Member or Merchant

Member is allowed to attend meetings, but only members who are eligible to vote under Article

IV, Section 2 are allowed to vote at meetings.

Section 2. Committee Meetings: The Board and/or other committees of the Association may

meet at other times to conduct the business of the Association. The Board should hold regularly

scheduled meetings.

Section 3. Notice of Meetings: For the Biannual Membership Meetings, the Board shall provide

at least fifteen (15) days notice to members. If a Biannual Membership Meeting is postponed, the

Board shall provide at least seven (7) days notice of the rescheduled Biannual Membership

Meeting. For all other meetings of the membership, the Board must provide at least seven (7)

days notice to members. When circumstances allow, members shall be notified at least seven (7)

days in advance of all canceled meetings.

The membership shall be notified of each meeting by such means as the Board shall determine

from time to time, provided that the method adopted shall be reasonably designed to ensure that

all members receive such notice. For current purposes, unless and until changed by the Board,

members shall receive notice of membership meetings by email to the email address provided to

the Association by the member. Each member is solely responsible for informing the Association

of their email address, and any change thereto, for receipt of meeting notifications. In addition to

email notice, the Board may also provide notice of meetings through other digital channels,

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including text message and the Association’s website, and/or by posting flyers within the

Boundaries.

Section 4. Time and Place of Meetings: The Association will meet at a time and place that is

convenient to the largest number of members. Meeting dates and times should be moved or

rescheduled only as a last resort. Meetings may be held in person or virtually or both.

Section 5. Meeting Minutes: The previous meeting’s minutes will be distributed electronically

prior to each meeting. These minutes will be read at the meeting and accepted by membership

vote.

Section 6. Meeting Agenda: The President or Vice President shall set meeting agendas with

input, as needed, from the Board and members.

Article VII: Board of Directors

Section 1. Board of Directors: The Board shall have general power to manage the affairs and

property of the Association. The number of directors (“Directors”) shall be at least seven (7), but

no more than eleven (11), consisting of: (a) the four (4) officers (“Officers”) listed in Article VII,

Section 2, and (b) at least three (3), but no more than seven (7) Board Members At Large. The

number of Board Members At Large shall be fixed each year prior to the nomination process for

the next succeeding Board of Directors by a vote of the existing Board of Directors.

Section 2. Officers: The Officers of the Association shall include a President, a Vice President,

a Secretary, and a Treasurer. At the conclusion of their service, officers shall communicate and

deliver all information related to the office to the successor office, or a designated member of the

Board.

Section 3. Terms: Officers and Directors shall serve a term of two years and/or until their

successor has been elected and taken office. The President and Treasurer shall be elected in odd

numbered years. The Vice President and Secretary shall be elected in even numbered years. If

there is an even number of Board Member At Large positions, then half of the Board Members

At Large shall be elected in even numbered years and half elected in odd numbered years. If

there is an odd number of Board Members At Large positions, then one more Board Member At

Large shall be elected in odd numbered years than in even numbered years. Notwithstanding the

foregoing, upon ratification of these Bylaws, all Officers and Directors shall be elected

regardless of whether such ratification occurs in an even or odd numbered year.

Section 4. Eligibility to Hold Office: Members eligible to vote who have attended at least two

(2) meetings during the previous 12-month period (including the nominating meeting) may be

nominated for and hold office.

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Section 5. Officer and Director Election and Nominations: Elections shall be held every year

at the Fall Membership Meeting. Newly elected Officers and Directors shall take office fifteen

(15) days following their election. Voting members may nominate eligible candidates, including

themselves, at a nominating meeting prior to the election. Voting members may also nominate

candidates electronically by email to the Association at any point in the month prior to the

election. Following any such nomination(s), any of the candidates may withdraw their names.

Section 6. Resignation: Any Officer or Director may resign at any time by delivering a written

resignation to the President or the Secretary, or to any member of the Board if both the positions

of President and Secretary are vacant. The acceptance of any such resignation shall not be

necessary to make the same effective.

Section 7. Removal: Any Officer or Director may be removed at any time for cause by a vote of

the membership, provided that the Board gives at least one week notice of the proposed action to

the general membership. For example, missing three consecutive meetings of the Board, unless a

majority of the Board has excused such officer from attendance due to extreme circumstance(s),

may constitute cause.

Section 8. Vacancies: Any vacancy in the Board arising at any time and from any cause may be

filled for the unexpired term at any meeting of the Board by a vote of the Directors in attendance.

Article VIII: Officer Duties

Section 1. President: (a) The President shall: (i) supervise the affairs of the Association, (ii)

oversee, along with the Board, all committees, (iii) keep the Board fully informed and freely

consult with them concerning the activities of the Association, (iv) sign in the name of the

Association on all contracts, (v) sign checks drawn in the Association’s name, and (vi) perform

all duties incident to the office of President not inconsistent with these Bylaws.

(b) The President shall preside over general membership and Board meetings or may appoint a

Presiding Officer to preside over meetings who will be responsible for pace and timing and

making sure the Bylaws, policies and procedures are understood and adhered to by the

membership.

(c) The President shall (i) represent the Association at public events or designate a

representative, (ii) attend meetings that impact services on the block (e.g., precinct council or

Community Planning Board meetings) or designate a representative, (iii) act as liaison between

and among block residents and officials, community leaders, and other outside groups, and (iv)

serve on at least one committee.

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Section 2. Vice President: (a) The Vice President shall (i) have such powers and perform such

duties, not inconsistent with these Bylaws as are incident to the office of Vice President or as

may be determined from time to time by the Board or upon the recommendation of the President,

(ii) sign checks drawn in the Association’s name, and (iii) carry out the duties of the President

when absent.

(b) The Vice President shall (i) represent the Association at public events, (ii) attend meetings

that impact services on the block (e.g., precinct council or Community Planning Board meetings)

or designate a representative, and (iii) serve on at least one committee.

Section 3. Secretary: The Secretary shall (i) keep the minutes of the meetings of the Board and

general meetings (ii) distribute copies of the previous meeting’s minutes and read them aloud at

each meeting for acceptance by membership vote, or delegate this responsibility at the

Secretary’s discretion, (iii) be responsible for incoming and outgoing correspondence, (iv) have

charge of such books, records and papers of the Association as the Board may direct, and (v)

perform all other duties incident to the office or as may be determined by the Board or President.

Section 4. Treasurer: The Treasurer shall (i) have custody of all funds and securities of the

Association and shall deposit same in the name of the Association in such bank or trust company

as the Board may select, (ii) maintain accurate records of income and expenditures, and receipts

and disbursements, (iii) render a statement of accounts, the financial condition of the

Association, and the Association’s fundraising and spending over the previous year at the Fall

Membership Meeting, and (iv) sign checks drawn in the Association’s name.

Article IX: Committees

Committees will be formed by the Board, or the membership at a general meeting, as needed.

Such committees may include, but are not limited to: Communications Committee, Events and

Fundraising Committee, Beautification Committee, and Community/Civic Engagement

Committee. Both standing and ad hoc committees may be utilized to address neighborhood

business.

Article X: Voting

Section 1. Voting Generally: At any meeting of the members, each Residential Member who is

eligible to vote according to Article IV, Section 2, shall be entitled to one vote. Votes may be

cast in person or by proxy.

Section 2. Voting by Proxy: Every Residential Member who is entitled to vote at a meeting of

members may authorize another voting member(s) to act for such member by proxy. Every

proxy must be in writing and signed by the member or set forth in an email from the member to

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the Secretary or, upon the absence of the Secretary, the presiding member appointed to act as

Secretary of the meeting. No proxy shall be valid after the specific meeting for which the proxy

was authorized. Every proxy shall be revocable at the pleasure of the member executing it.

Section 3. Action by the Members: Except as otherwise provided by statute or by these

Bylaws, any action authorized by votes cast at a meeting of the members shall be the act of the

members.

Section 4. Vote Rules: All Association business is transacted using a voting system whereby

the winning candidate or resolution received at least one more vote than the next candidate or

resolution on the ballot. In the case of a tie vote, the President or Presiding Officer presiding over

any meeting at which the vote is taken, whether a general membership meeting or Board

meeting, may cast a tie-breaking vote.

Section 5. Special Actions Requiring Vote of Members: The following Association actions

may not be taken without approval by vote of the members: (a) election of the Officers and

Directors of the Association, except as provided for in Article VII, Section 8, (b) any amendment

of the certificate of incorporation, (c) a petition for judicial dissolution, (d) removal of Officers

and Directors, (e) a change to the Boundaries of the Association, (f) disposing of all, or

substantially all, of the assets of the Association, (g) a plan of merger, or (h) authorization of a

plan of non-judicial dissolution.

Article XI: Quorum

Section 1. Definition of Quorum: A quorum is the minimum number of persons required to be

present before association business can be voted on.

Section 2. Quorum at Membership Meetings: The Association requires that at least two (2)

Directors and five (5) non-Director Residential Members be present at any regularly scheduled

general meeting of the membership or Biannual Membership Meeting in order for votes to take

place. In the absence of a quorum, a majority of the Directors present may, without giving notice

other than by announcement at the meeting, adjourn the meeting until a quorum is obtained. At

any such subsequent meeting at which a quorum is present, any business may be transacted

which might have been transacted at the meeting as originally called. If after due notification in

accordance with these Bylaws, a quorum cannot be assembled after two announced membership

meetings in a row, a quorum shall be deemed to consist of those Residential Members that

appear at the next announced meeting, regardless of how many members that may be.

Section 3. Quorum at Board Meetings: The Association requires that at least three (3)

Directors be present at a Board meeting in order to transact Association business.

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Section 4. Quorum for Other Committees: There is no quorum responsibility for other

Association committees.

Article XII: Fiscal

Section 1. Fiscal Year: The fiscal year of the Association shall be July 1 to June 30.

Section 2. Checks: Checks drawn in the name of the Association shall be signed by the

President, Vice President, or Treasurer.

Section 3. Expenditures: All expenditures over $50.00 must be approved in advance by two

Officers, to the extent practicable. All expenditures over $500.00 must be presented to the Board

in advance for approval. Expenditures made by a member on behalf of the Association will be

paid for by that member and reimbursed on presentation of a receipt. If the expenditure was not

previously approved, reimbursement of the funds will be at the discretion of the Board.

Article XIII: By-Law Amendments / Alterations and Rules of Assembly

These Bylaws may be amended at any meeting of the membership by a vote of the majority of

the voting membership present at such meeting or voting by proxy. Outside of these Bylaws, the

Board shall determine the standard by which this organization transacts business.

By-laws approved: ______________ ____________________________

Date Signature of President