Download a copy here, LenoxFive BA Bylaws – Ratified
LenoxFive 127th Street Block Association, Inc. Bylaws
Article I: About LenoxFive BA
Name: The name of this organization shall be LenoxFive 127th Street Block Association, Inc. (the “LenoxFive BA”) located on West 127th Street, between Fifth Avenue and Malcolm X (Lenox) Avenue. The LenoxFive BA also maintains a web presence at lenoxfive127.org.
Purpose & Mission: The LenoxFive BA is organized to build civic betterment, community pride, and pool the talents and resources of our residents for mutual social and economic benefits. Effective immediately, the LenoxFive BA will:
- Provide a safe and unbiased forum for the community to collaborate on solutions to address public safety and quality of life concerns (for residents, businesses and visitors);
- Work with block residents, building representatives, community groups, elected officials, and city agencies to inform residents on issues important to our neighborhood;
- Preserve and enhance the beauty of our neighborhood; and
- Support and celebrate a diverse and inclusive community; and respect its history.
Article II: Membership and Dues
Geographic scope of mandate: The LenoxFive BA directly represents residents of the area currently defined as West 127th street between Fifth Avenue and Lenox Avenue/Malcolm X Boulevard.
Membership: All residents and Merchants of the block as described above are automatically considered “General Members” of the LenoxFive BA.
All General Members are invited to become “Members in Good Standing”, and do so by default. After the ratification of the Bylaws, “Member in Good Standing” status is attained or retained by meeting all of the following:
- (i) Agree to subscribe to the Bylaws;
- (ii) Are a resident, or the designated representative of a Merchant; and have fully paid up the applicable membership dues; and
- (iii) Active participation in block activities (to include general meetings, block events, and service on committees) with a target participation of 50%; and
- (iv) Are 18 years of age or older.
Dues: Annual membership dues for the calendar year 2014 are set at $25/year for individuals and $100/year for merchants. These rates will be reviewed annually and approved by a majority vote of the Board. Membership dues are payable upon joining and must be paid in full (not on a pro-rata basis); membership will be considered paid up for one (1) calendar year from when payment is received.
Voting: Only Members in Good Standing can vote in a balloted vote.
Each Member in Good Standing is entitled to one vote per agenda item requiring a balloted vote. Balloted votes will apply to substantive votes (to include votes ratifying amendments to the Bylaws, suspending term limits, and the election of Officers).
Proxy Voting: Members in Good Standing must be present at meetings to cast a ballot; however a Member in Good Standing may appoint the Board of Directors as a proxy to cast a ballot on their behalf and in their absence – subject to the following provisions:
- A Member in Good Standing is allowed only one (1) proxy appointment in any one (1) calendar year of their membership.
- The appointment of the Board of Directors to act as a proxy is effective only if the Secretary receives a valid and verifiable proxy request in writing no less than one (1) day before the vote.
- A valid and verifiable proxy request can be by email or a written note; and must legibly indicate voting preferences (omissions will be treated as abstentions); and must include the name, address, email or/and telephone number of the Member in Good Standing; and is valid only for the balloted votes of one general meeting.
Article III: Board of Directors
Board of Directors and Officers: The business of the LenoxFive BA shall be managed by a Board of Directors (the “Board”); composed of five (5) Officers and two (2) Alternate Officers who all must be Members in Good Standing.
The Board reserves the right to propose new leadership positions on the Board if necessary. Any such proposed new positions will be tabled for a vote as an amendment to the Bylaws. Policy positions and operating decisions of LenoxFive BA may be established by the Board, upon a majority vote of the Officers. Officers must be present at a Board Meeting to cast a vote.
Alternate Officers: The two Alternate Officers will sit in on meetings of the Board and will, in the absence of any one of the five Officers, vote on any issues brought in front of the Board during meetings of the Board. The 1st Alternate Officer will assume the first absence, and the 2nd Alternate Officer will assume the second absence.
Temporary Inaugural Board: The inaugural Board was constituted as a temporary Board and all members of the inaugural Board will serve a term of one (1) year, but remain eligible to stand for re-election to subsequent Boards.
Term: The Officers and Alternate Officers of the LenoxFive BA shall serve for a term of two (2) years; but remain eligible to stand for re-election, with the following exceptions:
- The Offices of Chairperson and Treasurer will have a term limit of two (2) consecutive terms (excluding service on the Temporary Inaugural Board). On leaving due to a term limit: a holder of either of these two Offices must wait out a single term of that Office before being eligible for re-election to the previously occupied Office.
- A supermajority – i.e. at least two-thirds (2/3rds) – of Members in Good Standing may vote to suspend term limits for the Offices of Chairperson or/and Treasurer of any specific Board.
- A vote to suspend term limits must be balloted, included on the agenda of the General Meeting at which it will take place, and communicated to the General Membership at least two (2) weeks prior to the vote.
- The election of Board members should be staggered to reduce the risk of turning over the entire Board at the same time.To facilitate this: the Chairperson and Treasurer of the first Board following the Temporary Inaugural Board will serve a term of one (1) year. The Chairperson and Treasurer of all subsequent Boards will revert to terms of two (2) years.
Elections: Elections to the Board shall be held every year at June’s general meeting by open ballot, with each Member in Good Standing having one vote for each elected office. The Officers and the Alternate Officers shall be elected by a majority vote of the Members in Good Standing.
A Member in Good Standing who chooses to hold a position as Officer or Alternate Officer must self-nominate by submitting a completed nomination form to the current LenoxFive BA Board no less than TWO (2) weeks in advance of May’s general meeting. Nominees will be presented to the General Membership at the May meeting. Nominations must be seconded at this meeting to be added to the ballot.
Nomination forms for all Offices coming up for election at the following June’s general meeting will be made available at April’s general meeting.
Vacancies: (Other than the Chairperson) if an Officer or Alternate Officer’s seat is vacated before the end of their term, another Member in Good Standing shall be elected to finish that term at the earliest monthly General Membership Meeting after the vacancy (as dictated by the convenience of the General Membership and Officers).
List and Duties of Officers: Positions and the respective responsibilities of each position are as follows:
Chairperson: Must chair all block association meetings and should attend and act as liaison for the LenoxFive BA at community meetings. The Chairperson will ensure adequate coverage of these community meetings by taking along another member or delegating attendance to up to two members. Accompanying or delegated members can be: another Board member; a member of a committee set up by the Board to facilitate community liaisons; or any Member in Good Standing (in that order of preference).
Vice Chairperson: Assumes all duties of the Chairperson in his/her absence. The Vice Chairperson is the assistant to the Chairperson. If the Chairperson leaves office before the completion of his or her term, the Vice Chairperson shall succeed to the position of Chairperson for the remainder of the existing term vacated.
Treasurer: The Treasurer is in charge of all monies and accounts associated with the Block Association and must keep accurate financial records. The Treasurer must deliver a financial report at every Block Association meeting. In the event of a temporary absence of both the Chairperson and Vice Chairperson, the Treasurer shall perform the duties of the Chairperson.
Secretary: The Secretary is responsible for all correspondence, files and record keeping associated with the LenoxFive BA. The Secretary is responsible for distribution of meeting announcements and taking minutes at Block Association and Board meetings.
The Sargent at Arms: The Sargent at Arms is responsible for taking attendance at each Block Association meeting and for opening and closing the meetings. The Sargent at Arms is responsible for keeping order and is the official timekeeper.
1st Alternate Officer: In the event of a temporary absence of the Treasurer, or/and Secretary; the 1st Alternate Officer shall perform the duties of either, or both of these Offices, as is reasonably possible and with the assistance of the other Officers as required.
2nd Alternate Officer: In the event of a temporary absence of the Secretary or/and the Sargent at Arms; the 2nd Alternate Officer shall perform the duties of either, or both of these Offices, as is reasonably possible and with the assistance of the other Officers as required.
Resignations and Terminations: Any Officer may resign at any time by giving written notice to the Chairperson or Secretary. Officers may be removed for excessive absence or for acting against the stated mission and purpose of the LenoxFive BA by a majority vote of the Members in Good Standing, at a LenoxFive BA meeting.
Transition: Outgoing officers are obligated to 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 request.
Article IV: Business of LenoxFive BA
Fiscal Year: The fiscal year of the LenoxFive BA shall cover the period of January 1 through December 31st.
Treasury: The LenoxFive BA shall maintain a treasury for common area development block improvement projects and general operational expenses. Funds so held will be deposited in a checking account of the LenoxFive BA.
Disbursement of funds will be decided on a case-by-case basis. Requests for purchases $30 or under may be approved by the Treasurer via email or other written approval without consent by the other Officers; amounts greater than $30 must be approved by a majority of the Board. Itemized receipts must be presented to the Treasurer in advance of reimbursement.
At no point will any monies be reimbursed or distributed to any member of the Board, or Member in Good Standing or General member without prior written authorization of the Board.
Dissolution: If the LenoxFive BA is dissolved or inactive for a period of one (1) year or more, all remaining funds held in the LenoxFive BA’s checking account, which are not required by law to be returned to a governmental agency and/or to the donor of grant monies, will be held in trust for the benefit of an appropriately organized successor Block Association serving the membership of the LenoxFive BA and that incorporates the purpose and mission of the LenoxFive BA.
Article V: Conduct of LenoxFive BA
Meetings: Meetings open to the General Membership will occur monthly or as otherwise dictated by the convenience of the General Membership and Officers.
General Membership Quorum: A quorum of ten (10) Members in Good Standing must be present at the monthly meeting in order to conduct Block Association business in an official capacity; to include elections or/and balloted votes.
Meetings of the Board: Additionally, the Board will meet no less than three times per year to review the overall soundness of the LenoxFive BA, its missions and its financial stability.
Board Quorum: A quorum of four (4) Officers (not including the Alternate Officers) must be present at a meeting of the Board at which a vote may be taken.
Agenda: All meetings of the General Membership and the Board will have a written agenda, to be made available to its participants at least one day prior to the meeting.
Article VI: Committees
Committees: The Board may establish committees of the corporation and appoint chairpersons to govern them. These committees will operate under the supervision of the Board who may dissolve or reorganize them; and under no circumstances will Board authority be vested on them.
Article VII: Amendments
Amendments: These Bylaws may be amended by a majority vote of the Board, ratification of which is subject to a majority vote of Members in Good Standing at a meeting of the General Membership.
Proposals to amend the Bylaws must be communicated to the General Membership at least two (2) weeks prior to the vote of the Board.
Article VIII: Grievances
Grievances: All grievances will be brought to the Board for resolution.