Bylaws

Adopted June 2, 1995

Amended June 7, 2007

Article I          —        Name

SECTION     I.

The name of the organization shall be the Park Slope Civic Council, Inc

Article II         —        Purposes

SECTION I.

To promote the well being and betterment of the Park Slope Community.

SECTION II.

To identify with members of the community the common problems of urban dwelling and to assist and aid members of the community in the solution of those problems.

SECTION III.

To promote a clean and safe environment in the Park Slope community.

SECTION IV.

To promote the beautification of the Park Slope community.

SECTION V.

To conduct forums and educational programs in support of all of the above purposes; and

SECTION VI.

To do any other act or thing incidental to or connected with the foregoing purposes or in advancement thereof, but not for the pecuniary profit or financial gain of its members, directors or officers except as permitted under Article V of the Not For Profit Corporation Law.

Article III        —        Membership

SECTION I.

(a)                 Any individual person of 18 years or more shall be eligible for full membership, designated as full member, in the organization with the right to vote, hold office or membership on the Board of Trustees, and all the rights and privileges of the organization.

(b)                 Any individual person not meeting the requirement set forth above, and any corporate person or partnership of whatever nature, shall be eligible for membership designated as cooperating member, without the right to vote or hold office.

SECTION II.

All applications for membership, either full or cooperating, together with the annual dues, shall be directed to the Financial Secretary of the organization.

SECTION III.

The annual dues for membership, either full or cooperating, shall be payable in advance each year on the member's anniversary date in accordance with the membership categories and fee schedule as adopted from time to time by the Board of Trustees.

SECTION IV.

Membership shall be effective upon receipt by the Financial Secretary of the application and the annual dues.

SECTION V.

Any member whose annual dues remain unpaid three months after the member's anniversary date shall be deemed to be in default.  Any member in default by the convening of the annual meeting shall be deemed in arrears and shall not, while in arrears, be eligible to hold office or membership on the Board of Trustees, or entitled to vote, or exercise any of the rights and privileges of the organization.

SECTION VI.

Any member, except an honorary member, failing to pay dues for one year after the same shall become due and payable shall be deemed no longer a member.

SECTION VII.

The Board of Trustees, by a vote of two-thirds of its full membership, may expel a member for conduct contrary to the interests or purposes of the organization. Expulsion shall be proposed by a petition stating reasons, signed by at least five trustees or twenty-five members, and submitted to the Secretary. The Secretary shall present the petition to the next meeting of the Board of Trustees and shall give the member at least one week's notice by registered mail of the time and place of such meeting, the charges against him, and his right to make a statement in person, or in writing, to such meeting. Should the Board of Trustees vote to expel a member, the member may appeal the decision at the next annual membership meeting of the organization held following the decision, provided that such member notifies the Secretary or the President at least ten days prior to the meeting of his intent to appeal. If appealed, the decision of the Board of Trustees shall not be operative unless ratified by two-thirds of the voting members present and voting at the annual membership meeting.

Article IV       —        Officers

SECTION I.

The officers of the organization shall be full members who have been full members of the organization in good standing for at least 12 consecutive months prior to their election and shall consist of a President, a First Vice President, a Second Vice President, a Treasurer, a Financial Secretary, a Secretary and a Membership Secretary, and shall be elected as hereinafter provided.

SECTION II.

The duties of the officers shall be as follows:

President or chief Executive Officer: (a)

(a)                 to preside at membership and trustees meetings;

(b)                 to designate committees and to appoint committee chairmen with the advice and consent of the Board of Trustees and to recommend members of committees;

(c)                 to supervise general affairs to the organization;

(d)                 to be an ex-officio member of all committees.

First Vice President:

(a)                 to assist the President in the latter's duties;

(b)                 to preside when the President is absent or incapacitated.

Second Vice President:

(a)                 to assist the President and First Vice President in their duties;

(b)                 to preside when both the President and First Vice President are absent or incapacitated.

Treasurer:

(a)                 to receive and deposit all funds other then membership dues;

(b)                 to maintain financial books and supervise all financial records and affairs;

(c)                 to audit bank balances and sign disbursing checks as one of two required signatures;

(d)                 to render financial reports to the Board of Trustees and membership.

Financial Secretary:

(a)                 to receive and deposit all membership dues;

(b)                 to transmit records of such deposits to the Treasurer;

(c)                 to assist the Membership Secretary in processing membership applications and in conducting other membership activities.

Secretary:

(a)                 to send out notices of meetings;

(b)                 to take minutes;

(c)                 to maintain minute books;

(d)                 to be responsible for correspondence of the organization;

(e)                 to supervise elections.

Membership Secretary:

(a)                 to mail notices of dues;

(b)                 to maintain records of membership;

(c)                 to conduct membership drives; and

(d)                 to assist the Financial Secretary in processing membership applications and in conducting other membership activities

SECTION III.

The Board of Trustees, by a vote of two-thirds of its full membership, may suspend an officer's authority to act with cause. The Board of Trustees shall notify the membership of the suspension of the officer's authority and such notification may be made in the Civic News.  If necessary, the Board of Trustees shall reassign the duties of the officer who has been suspended pending the annual membership meeting and the election of officers held in connection therewith.

Suspension shall be proposed by a petition stating reasons, signed by at least five trustees or twenty-five, members, and submitted to the Secretary. The Secretary shall present the petition to the next meeting of the Board of Trustees and shall give the officer at least one week's notice by registered mail of the time and place of such meeting, the charges against him, and his right to make a statement in person, or in writing, to such meeting.  Should the Board of Trustees vote to suspend an officer, the officer may appeal the decision at the next annual membership meeting of the organization held following the decision, provided that such officer notifies the Secretary or the President of his intent to appeal. If appealed, the decision of the Board of Trustees shall not be operative unless ratified by two-thirds of the voting members present and voting at the annual membership meeting.

SECTION IV.

The Executive Committee shall consist of the Officers of the organization.  The Executive Committee shall meet before each Trustees' meeting with the purpose of setting the agenda for the Trustees' meeting.  In addition, when in the opinion of the President, there is business which cannot await the next scheduled meeting of the Board of Trustees and is not an appropriate subject for calling an extra meeting of the Board of Trustees, the President may convene the Executive Committee. The Executive Committee shall first consider ratifying the President's decision to convene the Committee. Following such ratification, the Executive Committee shall have the powers of the Board of Trustees regarding the subject brought before it by the President, except as may be otherwise provided by law.

A majority of the Executive Committee shall constitute a quorum, and the committee shall act by a majority of its members present and voting.

The Executive Committee shall report fully to the next meeting of the Board of Trustees. Any action taken by the Executive Committee must be ratified by the Board of Trustees.

Article V        —        Trustees

SECTION I.

The organization shall be governed by a Board of Trustees, consisting of 30 full members who have been full members of the organization in good standing for at least 12 consecutive months prior to their election, and who shall be elected as hereinafter provided.

SECTION II.

The Board of Trustees shall consist of the officers of the organization, the Editor of the Civic News and such additional full members such that the full Board numbers 30 members.

SECTION III.

Meetings of the Board of Trustees shall be held at any time on the written call of the President, or any six members of the Board of Trustees. There shall be, however, at least 9 meetings of the Board of Trustees during each year. Notice of such meetings is to be given in a reasonable manner and may be given in the Civic News.

SECTION IV.

At all meetings of the Board of Trustees, the presence in person of at least one-third of the members of the Board of Trustees shall be necessary to constitute a quorum. At all such meetings each trustee in good standing shall be entitled to cast one vote on each matter before the Board.

SECTION V.

The term of office of each trustee shall be three years or until the trustee's office is declared vacant as hereinafter provided.

SECTION VI.

The Board of Trustees shall carry out the object and purposes of the organization subject to the Certificate of Incorporation and Bylaws. It shall have the power as defined in Article III, Section VII to expel a member; as defined in Article IV, Section II to suspend an officer from office and reassign the officer's duties, as necessary; to fill until the next succeeding election vacancies in any office or in the membership of the Board of Trustees; to make and amend rules for the administration of the organization and its meetings; and in general to manage the affairs and property of the organization when not otherwise provided for herein.

SECTION VII.

A.                       The Nominating Committee shall prepare Code of Conduct guidelines to govern appropriate performance and participation by individual trustees.  These guidelines shall be approved by a three-fourths vote of those present at a trustees meeting. 

B.           Upon the recommendation of the Nominating Committee, the Board of Trustees by a three-fourths vote of those present at a trustees meeting may declare vacant the office of any trustee who shall not comport with the Code of Conduct. 

 

SECTION VIII.

Except as provided in the preceding Section, the procedure for removal of a member of the Board of Trustees shall be in accordance with the procedure for expulsion of a member as set forth in Article III, Section VII.

Article VI       —        Nominations

SECTION I.

The Nominating Committee shall consist of 5 full members appointed by the President.  The Nominating Committee shall nominate candidates for the Board of Trustees and all offices to be filled at the annual meeting. The candidates nominated shall be full members of the organization who are in good standing on the date of the Nominating Committee's selection and who will have been full members in good standing for at least 12 consecutive months immediately prior to the annual meeting.

The members of the Nominating Committee should be announced in the March issue of the Civic News. By April 5th of each year there shall be forwarded to the members, either by written notice or in the Civic News, the names of the persons nominated, the total number of positions to be filled and the procedures that must be followed to nominate other persons by petition.

The names of any persons nominated by petition in writing by 15 or more of the members eligible to vote, and filed with the Secretary not later than 25 days after the date of forwarding of the notice aforesaid, shall be placed upon the ballot in addition to the names of the persons nominated by the Nominating Committee.

The membership shall be notified in one list published at least 10 days prior to the annual meeting of the names of all persons nominated, if the names differ from those originally published to the members.

SECTION II.

The current membership list shall be made available, as required by law, to any member in good standing.

Article VII      —        Meetings & Elections

SECTION I.

The annual membership meeting for the election of Trustees and Officers shall be held in June at such time and in such place as shall be determined by the Board of Trustees.

Special membership meetings shall be held at any time on written call of the President or upon any request made in writing by ten percent of the full members in good standing. Such request shall state the date and purpose of the proposed membership meeting.  The date of the meeting shall be not less than two nor more than three months from the date of such written demand.

The Secretary shall give notice of the special membership meeting by mail to all members. Such notice shall be mailed at least 10 days before the scheduled meeting and may be given in the Civic News.

SECTION II.

The Secretary shall give notice of each annual membership meeting by mail at least 30 days but not more than 60 days before the meeting to each member of the organization in good standing.  Such notice may be given in the Civic News.

SECTION III.

At all regular and special membership meetings, the presence in person of at least 100 full members in good standing or ten percent of the full members in good standing, whichever is less, shall be necessary to constitute a quorum. At all such meetings, each full member in good standing shall be entitled to cast one vote on each matter before the organization.

SECTION IV.

The trustees shall be divided into classes based on initial year of service. Each class shall be elected at the annual meeting to a three-year term and shall then be re-elected according to the provisions set out in Section V. A plurality of the votes cast shall elect.

SECTION V.

A.           The term of each class of trustees shall commence with their election and continue for three years until the third next annual meeting or the election or appointment of their successors. At a regular or special membership meeting, only full members in good standing, in person, shall be allowed to vote. The use of proxies is expressly prohibited.

Voting at the annual meeting for the election of officers and trustees shall be done by voice vote unless a majority of those members present request a written ballot.

B.           Each trustee shall be limited to serving three consecutive terms.  Any trustee who has served three consecutive terms shall be required to step down from the Board for no less than one year before being re-elected as a trustee. 

A.                       In the event a trustee resigns or otherwise vacates his or her position prior to the end of his or her three-year term, the Nominating Committee may nominate a new trustee to fill the vacancy.  Such new trustee shall be elected at the Annual Meeting according to the rules herein provided and will then serve out the remainder of the term of the trustee he or she is replacing (e.g., one or two years).  The new trustee’s three consecutive three-year terms shall be deemed to begin when he or she is elected at the annual membership meeting for his or her first full three-year term.

B.                       Officer terms shall be for two years or until the election or appointment of their successors. 

 

SECTION VI.

All members voting at the annual meeting for the election of officers and trustees shall, prior to voting, sign a voters, list. This list, together with the written ballots cast at the meeting, if any, shall be preserved by the Secretary at least until the adjournment of the next annual membership meeting.  The list and ballots shall be made available during the time they are preserved on request on a reasonable basis to any full member of the organization for inspection and copying.

SECTION VII.

The secretary shall give notice of the results of the election of officers and trustees to all members in good standing in the first issue of the Civic News following the annual meeting.

SECTION VIII.

At every trustees and membership meeting, the Secretary shall have available at least one copy of the current Certificate of Incorporation and Bylaws and copies of the previous year's minutes for use by members present.

Article VIII     —        Committees

SECTION I.

The Finance and Membership Committees, chaired respectively by the Treasurer and Membership Secretary, shall constitute the standing committees of the organization.

SECTION II.

Additional committees and their chairmen may be designated by the President with the advice and consent of the Board of Trustees.

SECTION III.

Committees shall perform such duties as shall be delegated to them by the President or Board of Trustees and shall report their activities at the meetings of the Board of Trustees and of the membership whenever requested to do so.

               SECTION IV.

Full members and Cooperating members or their authorized representatives shall be eligible for appointment to committees.

Article IX       —        Funds and Disbursements

SECTION I.

All funds of the organization shall be deposited in a account in such financial institutions as from time to time may be designated by the Board of Trustees upon the recommendation of the treasurer.

SECTION II.

All bills payable, notes, checks, drafts, warrants, or other negotiable instruments of the organization shall be made in its name and shall be signed by at least two of the officers.

SECTION III.

The fiscal year of the organization shall run from July 1 to June 30.

SECTION IV.

At the September meeting of the Board of Trustees the Treasurer shall submit a proposed budget for the fiscal year. This proposed budget shall include such specific allocations for given purposes as the trustees shall approve.

An annual budget for the Civic News shall be included in the proposed budget.

Upon adoption of the budget by the trustees, officers or committees receiving specific allocations shall be entitled to receive the approved sums regularly without further authorization. Each officer or committee chairman receiving these sums shall keep an account and present it monthly to the Treasurer. This accounting shall be part of the Treasurer's report at each trustees meeting.

SECTION V.

No expenditure of a sum for additional expenses in excess of $250 shall be made unless authorized by a majority of the Board members present at a trustees meeting. Any such expenditure shall be reported at the next regular trustees meeting.

Article X        —        Rules of Order

SECTION I.

Any member who may speak on any subject or question about the organization shall rise and address his remarks to the chair.

SECTION II.

Any member called to order while speaking shall take his seat and the debate be suspended until the point of order is settled.

SECTION III

Any question of order shall be decided by the chair subject to an appeal which shall be determined by a vote without debate.

SECTION IV.

When a question is under debate, no motion shall be received except to adjourn; to place on the table; for the previous question; to postpone; to refer or amend; which several motions shall have precedence in the order in which they are arranged. The first three shall be decided without debate.

SECTION V.

In all questions of order and where these Bylaws are inadequate, Robert's Rules of Order shall determine and govern.

Article XI       —        Amendments

SECTION I.

Amendments may be proposed by any full member of the organization who shall submit the same in writing to the Secretary. All proposed amendments shall be referred by the Secretary to the Board of Trustees. Upon the approval of a majority of the trustees present at a meeting called f or the purpose of considering the proposed amendment, it shall be submitted to the general membership at the Annual Membership Meeting or at a special membership meeting after notice of the substance of same has been given in writing to the members.

SECTION II.

These Bylaws may be modified, altered, or amended by a two-thirds vote of the full members in good standing present and voting at a membership meeting.

Article XII      —        Honorary Members

SECTION I.

The organization may, by a two-thirds vote of the members' present at a membership meeting, elect any person to honorary membership for distinguished services rendered to the organization or the community.  Nominations for such honorary memberships shall be made by the Nominating Committee.

SECTION II.

Honorary members, unless also full members, shall not have the right to vote.

Article XIII     —        Honorary Trustees

SECTION I.

The position of Honorary Trustee may be given to any past president who has stepped from the Board of Trustees. In addition, any former trustee may be nominated for the position of Honorary Trustee if the Board of Trustees deems this person to have made an exceptional contribution to the Council.

SECTION II.

The election of past presidents and trustees to the position of Honorary Trustee shall take place at the Annual Membership Meeting upon nomination by the Nominating Committee.

SECTION III.

Honorary Trustees shall be entitled to attend and speak at meetings of the Board of Trustees but shall have no right to vote at such meeting and their number shall not be counted in determining a quorum.

Article XIV     —        Civic News

SECTION I.

The Civic News shall be the official organ of the Park Slope Civic Council, Inc. The Editor who shall be a full member in good standing is a member of the Board of Trustees.

Article XV      —        Conflict of Interest

SECTION I.

Trustees shall abstain from voting on any issue that relates to a corporation, business or other entity in which the trustee has a financial interest. Being an employee, an officer or a member of the Board of Directors of any organization/business shall be deemed to be sufficient financial interest to require the Trustee to abstain and to so state before the vote so the abstention may be recorded in the minutes.