CDMA, Inc By Laws
Name, Statement of Purpose and Principal Office
Section 1. Name. The name of the corporation shall be "The Central District Management Association Incorporated", Which in the City of Albany, has been designated as the "District Management Association", (DMA) of the Central Business Improvement District.(CBID). A 501 (c) 3 not for profit agency.
Section 2. Purpose. To promote the preservation and development of the Central Avenue business corridor and the benefited properties of the capital City of Albany, to organize in order to do all things necessary and proper to make said area more attractive and accessible. To this end the Central District Management Association will work to enhance the public perception of the Central Avenue business corridor through overseeing and managing the appearance, security and cleanliness of the business improvement district in accordance with authority granted as stated in article 19a of the New York State General Municipal Law.
Section 3. Offices. The Corporation shall maintain a principal office within the boundaries of the Central Business Improvement District, in the City of Albany, County of Albany, State of New York.
Section 1. Classes and Qualification. The Central District Management Association, Inc. will have three (3) voting classes of general membership:
a. Class A. Owners of record of real property in the District as are registered with the City of Albany to receive real property tax bills for such real property located in the District, shall be Class A members of the Corporation, provided such persons have applied for membership in accordance with Section 1(d) hereof or have become owners of record on the rolls of the City of Albany by the September publication of such records by the City of Albany. Owners of properties wholly exempt from real property taxes are not eligible for membership, nor representation on the Board of Directors as class A property owners, unless said ownership provides a payment in lieu of the property assessment.
b. Class B. Tenants who are occupants pursuant to leases of commercial space within the District shall be Class B members of the Corporation provided such persons have applied for membership in accordance with Section 1(d) hereof.
c. Class C. The persons serving by virtue of their appointment as Municipal representatives, as described in Article III, Section 2, shall be class C members of the Corporation, any designees of these appointments must be employees or owners of the related member tenancy they represent.
d. Application for membership. All persons who fall within one of the classes described above shall be eligible for membership in the Corporation upon submission to the secretary of a sworn statement evidencing such qualification.
e. Termination of Membership. Membership in the Corporation is not transferable. Membership in the Corporation shall be terminated (1) if the member is an individual or a partnership, upon the death or resignation of the individual member or partner of the partnership, or (2) if such member is a corporation, upon dissolution or liquidation of such corporation. Additionally, (a) Class A membership shall terminate when the Class A member is no longer the owner of record or the person registered with the City of Albany to receive real property tax bills for real property located in the District, (b) Class B membership shall terminate when the Class B is no longer a tenant in the District.
Section 2. Meeting of the General Membership. There shall be an annual meeting of the general membership of the Corporation in the last quarter of the year prior to December 31, for the purpose of presenting annual financial reports of the officers, directors and committees, election of directors if required, and the transaction of other business.
Section 3. Special Meetings. Special meetings of the membership may be called by the Chairperson or Board of Directors at their discretion and shall be called by the chairperson at the written request of members entitled to cast ten percent (10%) of the total number of allocated votes of either Class A or B. No business (other than that specified in the notice of meeting), shall be transacted at any special meeting of the membership of the Corporation.
Section 4. Notice of Meetings. Notice of meetings of the general membership shall be mailed to the last recorded address of each member at least ten (10) days and not more than forty (40) days before the time appointed for the meeting. All notices of meetings shall set forth the place, date, time and, except for the annual meeting, the purpose of the meeting.
Section 5. Quorum. A quorum of meetings of the general membership shall consist of twenty percent (20%) of the members holding Class A of B votes; but a lesser number may adjourn a meeting to a future date. The secretary shall thereafter mail notice of adjournment at least three (3) days before the rescheduled meeting to each member who was absent from the meeting adjourned.
Section 6. Proxies. Every member of the Corporation is entitled to vote at any meeting and may vote by proxy. Proxies shall be in writing signed by the member or the member's attorney-in-fact and revocable at the pleasure of the member executing the same, except as otherwise provided in the proxy. No one member shall carry more than five (5) proxies. Except as otherwise provided by law, all elections and all questions coming before the members shall be decided by a majority vote of the votes cast at the meeting.
Section 7. Order of Business. The order of business at the meetings of the Corporation shall be as follows:
6. Presentation of the roll.
7. Proof of service of notice of meeting.
8. Reading of the minutes.
9. Receiving of communications.
10. Elections of directors at annual meeting or special meeting called for that purpose.
11. Reports of officers.
12. Reports of committees.
13. Unfinished business.
14. New business.
The order of business may be altered or suspended at any meeting by a majority of the members present. The Chairperson of the Board shall be the Chairperson of the annual meeting.
Section 8. Elections. An annual election, if required, shall be held for all directors representing Class A and B members at the annual meeting. The Elections Committee shall prepare a list of nominations for the elections to be held at the annual meeting to fill any vacancies for Class A or B directors. This slate and the notice of the Annual Meeting and the elections shall be mailed to each owner and tenant no later than ten (10) days before the annual meeting. Nominations shall also be accepted from the floor. The Elections Committee shall verify that all candidates nominated are members in the voting class for the directorship position for which they have been nominated; and shall conduct the annual election and shall be the final arbiter as to validity of any vote cast, and the results of the election. Only those listed on the yearly membership roll shall be eligible to vote, and shall vote only for those directors representing their own membership class(es). Votes by proxy will be allowed as provided in Section 6.
Section 9. Membership Roll. A yearly update of all properties, property owners and commercial tenants shall be concluded by the Board prior to August 1st of each year as to reasonably reflect all changes of owners and tenants as of July 15 of that year.
Board of Directors
Section 1. Management. The property, affairs, corporate powers, business and concerns of the Corporation shall be vested in, managed and controlled by the Board of Directors, which shall control all matters of policy and expenditure of funds.
Section 2. Number. The number of directors of the Corporation shall be fifteen (15) as follows:
§ a. One (1) shall be chosen by the Common Council of the City of Albany who is a Class C member.
§ b. One (1) shall be chosen by the Mayor of the City of Albany who is a Class C member.
§ c. One (1) shall be chosen by the Chief Financial officer of the City of Albany who is a Class C member.
§ d. Three (3) shall be elected tenants of the District who are Class B members.
§ e. Nine (9) shall be elected owners of real property located within the District who are Class A members.
Section 3. Term. All Directors shall serve terms as follows:
§ a. The term of all elected members of the Board of Directors shall be three (3) years, except as determined by the elections committee (or the Board) four, or one third (1/3) of the elected directors elected in the year 1997 (or in the initial year, or at the first election of directors) shall serve for two (2) years; four (4) shall serve for three (3) years; four (4) shall serve for four (4) years. At the expiration of the said initial terms, the terms of all elected members of the Board of Directors shall be three (3) years.
Section 4. Elections. Directors shall be elected at the annual meeting of the Corporation.
Section 5. Meetings. The Board of Directors shall hold the following meetings:
§ a. Annual reorganization and elections of officers meeting shall be held at a stated time and place within seven (30) days following the annual meeting of the membership of the Corporation.
§ b. Regular meetings of the Board will be held monthly at a time and place determined by the Board by resolution at the reorganization meeting.
§ c. Special meetings of the Board shall be held upon the request of the Chairperson or any three (3) Directors and at such meetings any business of the Corporation specified on the notice may be transacted. Notice of each special meeting of the meeting of the Board of Directors shall be given personally or by telephone to each Director at least two (2) days before the day of the meeting or by mail at least five (5) days before the day of the meeting and shall state the business to be transacted and the time and place where the meeting is to be held.
§ d. All meetings will observe:
1. Eight (8) members of the Board will constitute a quorum.
2. An affirmative vote of at least eight (8) members of the Board shall be necessary involving the expenditure of money.
3. Proxies shall not be legal or permitted at any meeting of the Board of Directors.
Section 6. Consent of the Directors Without Meeting. Any action required or permitted to be taken by the Board of Directors or a committee thereof may be taken without a meeting if all members of the Board or committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee.
Section 7. Vacancies, Resignations, and Removal. Any Director can resign at any time and any such resignation shall be effective upon delivery thereof in writing to the Corporation without necessity of acceptance by the Board. Any elected Director may be removed at any time for cause by the Board by a two-thirds (2/3) vote of the total voting power of the Board. Vacancies in Board seats elected by Class A and B members shall be filled by the Chairperson of the Board with the advice and consent of the Board with a majority of plus one (1) vote as soon as practicable.
Section 8. Order of Business. The order of business at all meetings of the Board of Directors shall be as follows:
1. Calling of the roll.
2. Recognition of guests and communications.
3. Approval of the minutes.
4. Election of Directors or Officers (if required).
5. Reports of the Officers..
6. Reports of the Committees.
7. Unfinished business or any necessary resolutions.
8. New business and resolutions.
Officers and other Personnel
Section 1. Officers. The Board of Directors shall elect at its annual reorganization meeting required under Article Three, Section 5, to elect an executive Committee consisting of : a Chairperson, a Vice Chairperson, a Secretary and a Treasurer. The Board may also appoint such other officers as the Board may from time to time determine.
A. Terms of office shall be *limited to two (2) consecutive terms. B. No officer shall hold multiple offices.
Section 2. Duties and Powers of Officers. Duties of the Chairperson, Vice Chairperson, Secretary, and Treasurer shall be:
1. The Chairperson shall preside over all meetings, appoint all committees and shall be an ex-officio member of all committees.
2. The Vice Chairperson shall, in the absence of the Chairperson, perform the functions and have the duties of the Chairperson. The Vice Chairperson shall have and perform such other duties as may be prescribed by the Board.
3. The Secretary shall keep the minutes of all meetings of the Board and shall have custody of the seal of the Corporation and shall affix the seal to documents when authorized to do so.
4. The Treasurer shall oversee accounting functions as is necessary to confirm that the proper financial records of the Corporation are kept; and prepare and file fiscal reports to keep the Board of Directors advised of the financial condition of the Corporation.
a. The Treasurer shall: Verify that the Corporation shall not expend or commit any funds unless the Manager (as described below) shall first certify that there is an unencumbered balance of funds available for the purpose.
b. No expenditure shall be made other than in accordance with and pursuant to a budget for which a total Operating Budget amount has been approved and adopted by the Board of Directors.
c. Verify, prior to payment of bills, claim or demand in excess of $500.00 against the Corporation that the Manager has certified that the materials, supplies or equipment have been received according to purchase agreement or that the work, labor or services have been rendered according to the order or contract.
d. Checks in excess of $500.00 shall require the endorsement of both the Manager and the Treasurer.
e. b) All checks shall be hand endorsed
Section 3. Compensation of Directors and Officers. The Board of Directors and officers shall serve without compensation.
Section 4. Election of Officers. The officers of the Corporation shall be elected by the Board of Directors at the reorganization meeting of the Board except for vacancies which may be filled at any regular or special meeting. All officers shall hold office until the next reorganization meeting of the Board or until successors have been elected by action of the Board. Vacancies resulting from such action by the Board or from the death or resignation of officers shall be promptly filled by the Board. Only Class A and Class B Members are eligible to hold Executive Officer positions of the Corporation.
Section 1. Appointment of Executive Director. The Board of directors shall appoint and employ, by a majority plus one (1) vote, a Manager for an indefinite term, and shall fix the compensation annually. The Manager shall be appointed solely on the basis of execution and administrative qualifications and shall be responsible for the administration of the day-to-day operations, business and affairs of the Corporation.
§ a. The Manager shall be selected by the Board Screening Committee.
§ b. The Manager shall be evaluated on an annual basis by the Board of Directors.
Section 2. Powers and Duties. The Manager shall be the Chief Executive Officer of the Corporation and shall be responsible for the implementation of all policies developed by the Board of Directors and the execution of all contracts authorized by the Board. The Manager shall:
§ a. See that all provisions of these by-laws, acts of the Board of Directors and all State laws subject to enforcement by Corporation action, are faithful enforced and executed.
§ b. Represent the Corporation and assert its proper interest in relation to the City of Albany and other outside agencies, with respect to the negotiation of and execution of contracts and franchises.
§ c. Serve in an ex-officio capacity on the Board and all committees of the Board, and may participate in discussions, but may not participate in the vote thereof.
§ d. Shall be authorized to sign checks and vouchers of the Corporation, subject to the limitations of these Bylaws and the fiscal and account procedures manual of the corporation, and assist the treasurer in the preparation and filing of fiscal reports to keep the Board advised of the financial condition of the Corporation.
§ e. Provide for the exercise of budgetary control for revenues and expenditures as approved by the Board of Directors; develop policies to safeguard the Corporation's financial interest in the fullest extent.
§ f. Prepare the current expense and revenue estimates for the annual budget. g. Annually prepare a capital improvement plan for submission to the Board of Directors which shall include compilation of the capital expenditure estimates for the annual budget.
§ h. Make reports to the Board of Directors as requested by it, and, at least once a year, make an annual report to the Board of Directors and if requested the Albany Common Council on the administration of the Corporation.
§ i. Hire, supervise and evaluate the work of all other employees of the corporation.
Section 1. Standing Committees, Special Committees and Committees of the Corporation. The Chairperson may appoint from among the Board standing committees, each to consist of at least two (2) Directors. The Chairperson of each committee shall be a Board member. Non-Board members may serve on any Standing or Special Committee except the Elections Committee. Each committee actions and decisions subject to approval of the Board of Directors. Each committee shall keep minutes of proceedings and report to the Board.
Section 2. Standing Committees. The standing committees of the Board shall be as follows:
§ a. Budget and Finance The Budget and Finance Committee shall work with the Manager and the Treasurer to prepare an annual budget for the district which shall be submitted to the Board of Directors for approval. It shall also review financial reports prepared by the Treasurer and shall review and make recommendations with respect to the financial affairs of the Corporation. This committee shall be chaired by the Treasurer.
Section 3. Special Committees. Special Committees on any subject in which there are no standing committees may also be appointed, which may also include non-Board members.
Section 4. Elections Committee. The Elections Committee shall consist of the three (3) Directors holding Class C memberships and three (3) other Directors appointed by the Board, and shall conduct the elections of Directors from Class A and B membership in accordance with Article Two, Section 8 herein.
To the fullest extent permitted by law, either directly or by the purchase of insurance or in part directly and in part by the (purchase) of insurance, the Corporation shall indemnify each natural person, or if deceased, their personal representative made or threatened to be made a party to any action or proceeding, civil or criminal, including an appeal therein against the reasonable expenses, attorney's fees, judgments, fines and amounts paid in settlement, if such person is made or threatened to be made a party by reason of the fact that they or their testator on intestate is or was: (1) an officer, director or employee of the Corporation, or (2) an officer, director or employee of or served in any other capacity in any other enterprise, at the request of the Corporation, provided that in case of a person serving as an employee or in any other capacity in any other corporation, partnership, joint venture, trust or other enterprise, that such person was at the time so designated to serve by the Corporation, or (3) the occupant of a position or member of a committee or board or a person having responsibilities under the Employee Retirement Income Security Act of 1974, who was appointed to, or served in, or assumed the responsibility of such position, or to such committee or board, or at the request or direction of the Board of the Corporation, or by an officer of the Corporation provided only that such person acted in good faith for a purpose which they reasonably believed would be in the best interest of the Corporation or in the case of service for any other Corporation or any partnership, joint venture, trust, employment benefits plan or other enterprise, not opposed to the best interests of the Corporation, and, in criminal proceedings, had no reasonable cause to believe that their conduct was unlawful. The Corporation's obligations under this Article shall be reduced by the amount of any insurance which is available to any such person whether such insurance is purchased by the Corporation or otherwise. The right of indemnity created herein shall be personal to the officer, director, or employee of the person and their respective legal representative and in no case shall any insurance carrier be entitled to subjugate to any rights created herein.
Section 1. Report to the Corporation. At the annual meeting of the membership, the Board shall present a report, verified by the Chairperson and the Treasurer or by a majority of Directors or certified by an independent public or certified public accountant selected by the Board, showing in appropriate detail the assets and liabilities, including principal changes in the assets and liabilities, the revenue or receipts and the expenses or disbursements of the Corporation. The report shall also indicate the number of members of the corporation as of the last census, together with a statement of increase or decrease in such number during such fiscal year and a statement of the addresses of property owned or occupied by the members and the total assessed value of all real estate which is included in the District. Such report shall be filed with the records of the Corporation and a copy thereof entered in the minutes of the proceedings of the annual meeting of the membership and shall be submitted to the Common Council via its representative on the Board of Directors.
Section 2. Report to Albany Common Council. A proposed annual budget shall be submitted by the Board of Directors to the City of Albany no later than one month after the approval of the City Budget, annually, which shall include:
A. Recommendations for the ensuing fiscal year;
B. Estimates of special District operation and maintenance costs;
C. Federal and state funds and grants received
D. Funds anticipated from assessment and any other sources.
Contracts, Gifts and Grants
Section 1. Consultants. The Board may retain, on behalf of the Corporation, such consultants and/or independent contractors, as it may find desirable and appropriate. The compensation to be paid and responsibilities provided to such consultants and/or independent contractors shall be determined at the discretion of the Board.
Section 2. Contracts. The contracts of the corporation shall be subject to all applicable provisions of law relating to the bidding and letting of contracts as stated in Article 19a of the NYS general Municipal law.
Section 3. Gifts; Grants. The Board may accepts gifts on behalf of the District to be disposed of as the Board chooses. The Board may accept grants from private institutions and public entities, and enter into contracts for the same.
Section 4. Investments. The Board shall have the power to make investments of the funds of the Corporation and to change the same and sell any part of the securities owned by the Corporation nor any rights or privileges that may accrue thereon.
Section 1. Fiscal Year. The fiscal year of the Corporation shall be the calendar year.
Section 2. Seal. The seal of the Corporation shall be circular in form and shall contain the name of the Corporation, the year of incorporation and the words "New York".
Section 3. Procedure. Procedure of meetings of the Corporation shall be governed by the most recent addition of Robert Rules of Order to the extent not provided for herein.
Section 4. Certificates. The Board may cause to be issued certificates, cards or other instruments permitted by law evidencing membership in the Corporation. Such membership certificate, card or other instrument shall be non-transferable and a statement to that effect shall be noted on the certificate, card or other instrument. Membership certificates, cards or other instruments, if issued, shall bear the signatures or facsimile signatures of an officer or officers designated by the Board and may bear the seal of the Corporation or a facsimile thereof. In lieu of issuing cards or certificates, the Board may allow a list of all property owners and tenants, as can reasonably be determined, to suffice.
These Bylaws may be amended by the vote of a two-thirds (2/3) of all Directors at a regular or special meeting of Directors provided ten (10) days written notice of such meeting shall have been given each Director specifying the amendments to be considered.
a) 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 for the Corporation shall be disposed of in accordance with the same section.
b) Any district establishment or extended pursuant to the provisions of this article, where there is no indebtedness, outstanding and unpaid, incurred to accomplish any of the purposes of the district, may be dissolved by local law by the legislative body upon its own motion or upon the written petition of (1) the owners of at least fifty-one percent or more of the total assessed valuation of all benefited real property included in the boundaries of the district and (2) at least fifty-one percent of the owners of benefited real property within the area included in the district. The legislative body shall request and consider the recommendations of the district management association concerning any proposed dissolution; provided that if the association has not submitted recommendations to the legislative body within sixty days after request therefor, the legislative body may adopt any such proposed dissolution without considering such recommendations. In the event of dissolution, all assets of the district shall revert to the municipality.
c) A certified copy of the order of dissolution shall be filed with the state comptroller at Albany, New York.