Summary of BID S Proposed By-Law Revision (11/6/15)

Summary of BID’s Proposed By-Law Revision (11/6/15)

The BID’s by-laws were written many years ago and are not in compliance with recent changes in nonprofit law. Executive Director Lauren Elvers Collins has been working with law firm Proskauer and Lawyers Alliance for New York, to revise the by-laws to fit the needs of the BID while being in compliance with the Nonprofit Revitalization Act and cover best practices recommended by the NYC Dept. of Small Business Services. The attached marked copy is for the BID membership’s review.

Sections/changes which are important to note:

• Adding a non-voting member to represent the local community board (Art. II, Sec. 2.1(e)): While not required by law, this is considered a best practice and would add someone with strong relationships within City agenciesto our Board.
  
• Annual Board meeting immediately following the Public Annual Meeting(Art. III, Sec. 3.1): This meeting can literally be brief and is solely for the purpose of formally appointing new members.
  
• Number, Election and Term of Office(Art. IV, Sec. 4.2): Total number of Board Directors is 13 unless the Board votes to increase that number and even if increased, Property Owners must be in the majority. The 5 classes of Board members are:
• Class A: Property Owners (7 members)
• Class B: Commercial Tenant (who don’t own property in the BID) (1 member)
• Class C: Residential Tenant (who don’t own property nor are commercial tenants in the BID) (1 member)
• Class D: Reps from 4 pre-determined City offices (Mayor, Comptroller, Borough President, and our City Councilmember) (4 members)
• Class E: Non-Voting member (1 or 2 members, TBD)
• The Board term is 3 years staggered and Board members are divided into 3 classes. Only one third of the total Board is reelected or replaced at the same time and this is done by the members at the Annual Meeting in December. The Board needs to place Directors into classes, generally done in order that they were elected onto the Board. Suggested classes:
• Class I (term ends Dec. 2015): Mildred Ballenilla
• Class II (term ends Dec. 2016): Voltan Bagot and Marcus Jankie
• Class III (term ends Dec. 2017): Ezra Ashkenazi and Ogbanna Obi
  
• Removal of Board members(Art. IV, Sec. 4.6) If a Director fails to attend 2 consecutive Board meetings and then fails to attend (or send an alternate) to either the 3rd or 4th subsequent meetingand was not excused from such meetings, such failure to attend can mean removal.
  
• Committees(Art. IV, Sec. 4.7): Committees can include Executive Committee, a Nominating Committee, a Finance Committee, and Audit Committee, each with 3 or more Board members.
  
• Quorum and Voting(Art. IV, Sec. 4.10): Quorum of 1/3 of the Board is needed for transaction of business and a majority vote is needed for a motion to pass.
• Compensation(Art. IV, Sec. 4.14): Directors shall not receive any compensation for their services as Directors or committee members although they can be reimbursed for their reasonable expenses of attendance at any meetings or other functions
  
• Conference Telephone(Art. IV, Sec. 4.15): Board members can participate in Board or Committee meetings over the phone as long as everyone participating in the meeting can hear each other at the same time.
  
• Appointment of Officers(Art. V, Sec. 5.1): The Board needs to appoint Officers so we can be following best practices. Minimum officers are Chairperson, Vice-Chairperson, Treasurer and a Secretary (see attached descriptions).
  
• Checks (Art. 8, Sec. 8.2): All checks or demands for money and notes of the Corporation shall be signed by 2 of the following members of the Board: the Vice-Chairperson and the Treasurer.