BID By Laws
The Lark Street District Management Association, Inc.
ARTICLE I. Name and Address
The name of this corporation shall be The Lark Street District Management Association, Inc. The board of directors may designate other names for specific activities and programs as it deems appropriate. The principal office shall be located within the bounds of the Lark Street Business Improvement District, in the City of Albany, County of Albany, State of New York.
ARTICLE II. Objectives
The corporation's purpose shall be the following:
A. To execute the responsibilities of a district management association as set forth in Article 19A of the New York General Municipal Law, as amended from time to time.
B. To operate a comprehensive Business Improvement District program (the “Mission”) to include but not be limited to, the administration, marketing, business recruitment, business retention, special events, project development, public relations and public improvement activities of the Lark Street Area Business Improvement District (the “District” or the “BID”) as established by the Common Council of the City of Albany pursuant to Article 19A of the New York General Municipal Law of the State of New York and the Lark Street Area District Plan, as it may be amended from time to time (the “Plan”).
C. To enter into a contract or contracts with the City of Albany, and with any other entity, to conduct any District activities for the purpose of carrying out the foregoing purposes or the advancement of the Corporation’s Mission.
D. To accept, hold and administer any funds paid by the City of Albany to defray the expenses of performing the operation and maintenance functions for such District as provided for in any contracts executed with the City of Albany as set forth above.
E. To do any other act or thing incidental to or connected with the foregoing purposes or in advancement of the Corporation’s Mission, but not for the pecuniary profit or financial gain of its members, directors or officers.
ARTICLE III. Membership
Section 1 - Eligibility for Membership. There shall be one class of membership comprising current commercial property owners, residential property owners, and tenants pursuant to a commercial or residential lease. The Board shall set requirements for establishing proof of eligibility for membership, which shall include but is not limited to an application for membership. Continued membership is contingent on providing such proof of eligibility as the Board may require from time to time. Membership may be effected and recorded by certificate, card, membership roll, or by such other means as the Board may determine, and the Board is authorized to take any action necessary to effectuate same.
Section 2 - Resignation and Termination. Membership in the Corporation is not transferrable and terminates upon (a) death or resignation of the member, (b) for corporate members, upon dissolution or liquidation of the corporation; or (c) when the member ceases to be eligible for membership. Any member may resign by filing a written resignation with the secretary. A member can also have their membership terminated by a majority vote of the membership.
ARTICLE III — MEETINGS OF MEMBERS
Section 1 - Annual Meetings. An annual meeting of the members shall take place in the month of March, the specific date, time and location of which will be designated by the chair. At the annual meeting the members shall elect directors and officers, receive reports on the activities of the association, and transaction of other business.
Section 2 - Special Meetings. Special meetings may be called by the chair, the Executive Committee, or a simple majority of the board of directors. A petition signed by ten percent (10%) of voting members may also call a special meeting.
Section 3 - Notice of Meetings. Written notice of each meeting shall be given to each voting member, personally or by first class mail, not less than ten days prior to the meeting.
Section 4 – Quorum. The members present at any properly announced meeting shall constitute a quorum, provided that such members constitute at least ten percent (10%) of those entitled to vote at the meeting.
Section 5 – Voting. All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.
Section 6 – Record Date. The Board of Directors may set a record date for the purposes of determining membership for voting eligibility and for any other purpose permitted by law.
ARTICLE IV. Board of Directors
Section 1 - Composition of the Board of Directors. Directors shall be of adult age. There shall be eleven (11) board members:
- six (6) directors shall be owners of commercial or residential property;
- one (1) director representing tenants pursuant to a commercial lease
- one (1) director representing tenants pursuant to a residential lease.
- three (3) directors with one member appointed by each of the following: the Mayor of the City of Albany, the Common Council of the City of Albany, and the Comptroller of the City of Albany.
Section 2 - Election. Candidates for directorship shall be selected from among those nominated by the Nominating Committee, which shall consist of three persons appointed by the Chair. A majority of members present may also nominate candidates for positions on the board of directors. Following the adoption of these bylaws, directors shall continue to serve until the next Annual Meeting, at which time the eight (8) elected directors shall be elected or re-elected by a majority vote of those members present at the Annual Meeting.
Section 3 - Terms. Each director shall serve for a term of two years, or until a successor is selected. Initially, four directors shall serve two-year terms; four directors shall serve one-year terms. A person having served two (2) consecutive terms shall again be eligible for election as Director upon approval of the remaining Directors through a two-thirds majority vote of the full Board. For purposes of this provision, a term shall include a partial term of more than six (6) months.
Section 4 - Removal. A director who has missed three or more consecutive meetings may be removed by a majority vote of the board members then sitting. A director may be removed for any reason by a vote of two-thirds of the members then sitting on the Board. Members appointed by the Mayor of the City of Albany, the Common Council of the City of Albany, or the Comptroller of the City of Albany shall be removed when replaced by the appointing authority.
Section 5 - Vacancies. Vacancies may be filled at any time by a majority vote of directors then sitting. A vacancy will be filled only to the end of the particular board member's term.
Section 6 - General Powers. The board of directors shall constitute the governing body of the corporation. The board shall manage the business and affairs of the corporation and may delegate responsibility of day-to-day operations to BID staff and committees. It shall have all powers necessary to carry out the objectives of the corporation as set forth in Article 2. The board may accept, on behalf of the corporation, any contribution, bequest, or devise. The board shall have the authority to hire and dismiss the Executive Director as necessary in order to carry out the objectives of the corporation. The Board shall have the power to make investments of Corporate funds and to change the same and sell any part of securities of the Corporation or any rights or privileges that may accrue thereon.
Section 7 - Meetings. Meetings of the board of directors shall be held at least quarterly each year, at a reasonable time and place designated by the Chair. The Chair may designate additional meeting dates. One-third of the board members then sitting may, by written request, schedule additional meetings.
Section 8 - Notice of Meetings. If the Board has fixed the dates of board meetings, no notice to Board members is required. Otherwise, Board members shall receive five (5) days notice of regularly scheduled meetings. This notice may be given in writing (by hard copy or electronic mail), in person, by telephone, or by any other reasonable method. Notice shall contain, at a minimum, the time and date of the meeting but need not contain the purpose of the meeting.
Section 9 - Waiver of Notice of Meeting. A director may, in writing, waive notice of any meeting of the board of directors either before or after the meeting, and such waiver shall be deemed the equivalent of giving notice. Attendance of a director at a meeting shall constitute waiver of notice of that meeting.
Section 10 - Adjournment. A meeting of the board of directors may be adjourned. If there is an announcement at the meeting at which the adjournment is taken, such announcement shall satisfy notice requirements for the adjourned meeting and the business to be transacted. At an adjourned meeting at which a quorum is present, any business may be transacted which could have been transacted at the meeting originally called.
Section 11 - Written Action. If all the directors severally or collectively consent in writing to any action taken or to be taken by the corporation, the action shall be as valid as though it had been authorized at a meeting of the board.
Section 12 - Attendance by Telephone. If a member is not reasonably able to attend a meeting, a majority of the members present may authorize participation by telephone, so long as the absent member can hear the discussion of business, and other members can hear the absent member's votes or comments. A member participating by telephone may count toward a quorum.
Section 13 - Resignations. Any director may resign at any time by giving notice of resignation to any officer of the board.
Section 14 - Quorum. A quorum shall be four of the directors then sitting on the Board.
Section 15 - Proxy Voting. Every director of the Corporation entitled to vote at a board meeting may vote by proxy, provided however that proxies shall not be accepted for the election of officers of the Board. Proxies shall be in writing and signed by the director or the director’s attorney-in-fact, and revocable at the pleasure of the director executing the same, except as otherwise provided in the proxy. No one director shall carry more than five (5) proxies. The death or incapacity of the director appointing a proxy does not affect the right of the corporation to accept the proxy’s authority unless written notice of the death or incapacity is received by the secretary before the proxy exercises its authority under the appointment. There shall be no proxy voting in meetings of the membership.
Section 16 - Committees. The board of directors may appoint any standing or special committee it deems necessary to help fulfill its functions.
Section 17 - Compensation of Board Members. No member of the board of directors shall receive any salary or compensation for their services as director. Directors may receive reimbursement for out-of-pocket expenses incurred while conducting authorized business on behalf of the corporation. Members shall be entitled to receive reasonable fees for goods or services rendered to the corporation in capacities other than as members of the board, subject to the conflict of interest policy adopted by the Board.
ARTICLE V. Officers
Section 1 - Officers. The board of directors shall have a Chair, a Vice-chair, a Secretary, and a Treasurer. Any person may hold two or more offices except that the Chair shall not also be Vice-chair, Secretary or Treasurer.
Section 2 - Duties of Officers.
- The Chair shall preside at all meetings of the board and executive committee. The Chair shall appoint members to standing and ad hoc committees. The Chair shall perform whatever duties the board of directors may from time to time assign.
- The Vice-chair shall carry out the duties of the Chair when the Chair is absent or incapacitated; shall have the same power and duties as the Chair when acting in that capacity; and shall perform whatever duties the board may from time to time assign.
- The Secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained.
- The Treasurer shall have custody of all corporate funds, property and securities subject to such regulations as may be imposed by the board of directors. The Treasurer shall keep, or cause to be kept, full and accurate accounts of receipts and disbursements and shall deposit, or cause to be deposited all corporate funds and other valuable effects in the name of and to the credit of the corporation in a depository or depositories designated by the board of directors. The Treasurer shall give to the Chair or Board, whenever they require it, an account of transactions as Treasurer and of the financial condition of the corporation and shall, in general, perform all duties incident to the office of Treasurer, subject to the control of the board of directors.
Section 3 - Executive Committee. The Executive Committee shall comprise the officers of the board of directors and other board members as a majority of the board shall designate. They shall meet as needed to plan for the board's work and to fulfill tasks assigned to them by the board. Except for the power to amend the Articles of Incorporation and Bylaws, fill vacancies on the Board, or take such other actions that, by law, require member or full Board action, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors and is subject to the direction and control of the full board.
Section 4 - Election and Terms. The officers shall be elected by the board of directors at the first board meeting following the Annual Meeting. The term of office shall be for two years, or until the member's term as director expires.
ARTICLE VI. Staff
Section 1 - Executive Director. The executive director is responsible for administering the day-to-day operations of the corporation. The executive director is accountable to the board of directors and shall work closely with the board to fulfill its objectives. The executive director, as authorized by the board's fiscal policy, shall sign or delegate authority to sign checks and enter into agreements with the approval of the board of directors. The executive director may hire other staff members as the board of directors authorizes.
Section 2 - Other Staff. All other staff shall be hired by, supervised by and accountable to the Executive Director, or, in the absence of an Executive Director, to the Executive Committee.
Section 3 - Hiring policies. Hiring shall be conducted in full compliance with the corporation's policies. The corporation shall hire no employees who are members of the immediate family (spouse, grandparent, parent, brother or sister, son or daughter) of any board member, or of any person who will supervise the employee.
ARTICLE VII. Finances
Section 1 - Fiscal Year. The board shall establish the corporation's fiscal year.
Section 2 - Budget. The board of directors shall prepare and adopt a budget each year.
Section 3 - Annual Financial Statement. The corporation shall prepare an annual financial statement for distribution to board members.
Section 4 - Fiscal Policy. The board shall adopt and from time to time review a fiscal policy setting out a formal procedure that shall govern internal controls, the signing of checks; the obligation of funds; approval of contracts, leases, deeds and mortgages; and other significant aspects of the organization's fiscal operation. The fiscal policy shall assure that the corporation shall have sound financial controls that are appropriate, under generally accepted accounting principles, to its size and purpose.
Section 5 - Seal. The corporation will not use a common seal. The signature of the name of the corporation by an authorized person shall be legal and binding.
ARTICLE VIII. Parliamentary Procedures
Robert's Rules of Order shall be the parliamentary authority for all matters of procedure not specifically covered by these bylaws.
ARTICLE IX. Indemnification
Section 1 - The corporation shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer, director, or employee of the corporation against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she has been made or has been threatened to be made a party by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the corporation; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding.
Section 2 - The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.
Section 3 - No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person.
ARTICLE X. Amendments of the Bylaws
These bylaws may be amended, supplemented, or repealed by a two-thirds vote of the directors then sitting on the Board. Changes to the bylaws shall become effective upon approval by the board of directors.
Article XI. Dissolution
The dissolution or other termination of the Corporation shall be in accordance with Section 980-n of the General Municipal Law, or any equivalent section which may then be in effect, and, upon dissolution, the assets of the Corporation shall be disposed of in accordance with the same section.
These bylaws were approved at a meeting of the board of directors by a two-thirds majority vote on January __, 2013.
Secretary: ____________________________ Date: ________________