Our Mission

BY-LAWS
FRIENDS AND NEIGHBORS OF 149th STREET INC.

ARTICLE 1: IDENTITY

Friends and Neighbors of 149th Street Inc. is a non-profit association formed by a group of concerned neighbors from the 500 block of 149th Street in Manhattan and incorporated in 2006.

ARTICLE 2: GOALS & PURPOSE

The purpose of the Association is to enhance the quality of life and safety on the 500 block of West 149th Street. The Association seeks to achieve this by:

• Finding solutions to existing problems

• Enhancing communication and awareness among neighbors

• Developing community-building programs and outreach to existing and new members

The Association will pursue its goals and purposes through charitable means only.

ARTICLE 3: MEMBERSHIP

Membership in the Association is open to any resident or friend of West 149th Street (between Amsterdam Avenue & Broadway) who subscribes to the goals and purposes of the Association.

Membership Dues:

• $25 per person per year

• $40 per household per year

Inability to pay the suggested membership dues shall not serve as a basis for excluding any member of the community who subscribes to the goals and purposes of the Association.

ARTICLE 4: MEETINGS

General membership meetings shall be held monthly on the 1st Monday of each month at 7:00 pm, with the exception of July and August.

The annual meeting of the general membership shall be held on the 1st Monday in the month of June at 7:00 pm.

ARTICLE 5: BOARD OF DIRECTORS

1. President

• The President shall preside over all general membership meetings and all meetings of the Board of Directors.

• The President shall generally manage and supervise the affairs of the Association.

• The President shall keep the Board of Directors and general membership fully informed and shall consult with them freely concerning the activities of the Association.

• The President shall also appoint Committee Chairs from the general membership to head the committees as determined by the Board of Directors.

2. Vice President
In the absence of the President, the Vice President shall preside in the order of succession.

3. Secretary

• The Secretary shall act as the secretary of all meetings of the Board of Directors and of the general membership.

• The Secretary shall keep the minutes of all such meetings and maintain official records of the Association, including the membership list, Articles of Incorporation, by-laws, and minutes.

• The Secretary shall also perform such duties as assigned by the Board of Directors from time to time.

4. Treasurer

• The Treasurer shall have custody of all funds of the Association.

• He/she shall keep or cause to be kept complete and accurate accounts of receipts and disbursements. All moneys of the Association shall be deposited in the name of the Association in such banks or depositories as the Board of Directors may designate.

• Annually, the Treasurer shall render a statement of his/her accounts to the membership and, at all reasonable times, exhibit the books and accounts to any officer or director of the Association.

• The fiscal year of the Association shall be from January 1 through December 31.

ARTICLE 6: ELECTION AND TERM OF OFFICE

• Officers of the Association shall be elected by a majority of the general membership at the annual meeting, every two years.

• Only members in good standing who reside on the block in which the election takes place are eligible to vote.

• Each elected official shall serve for a two-year period and shall be eligible to run for the same office once more after the term ends.

ARTICLE 7: NOMINATING PROCESS

• A Nominating Committee for the election of candidates for office shall be formed in March and consist of three members.

• The President of the Association will appoint the Chair of the Committee, and the general membership shall select the remaining two members.

• The Nominating Committee shall be responsible for:

1. Selecting candidates for office

2. Determining the eligibility of candidates

3. Ensuring ballots are mailed to Association members

4. Tabulating votes

5. Ensuring that votes of only eligible members are counted

6. Reporting the results of the election at the June meeting

• Any member of the Association is eligible to run for office, provided they:

• Have been a paid member in good standing for at least one year

• Are a resident of the block

• Ballots with the names of candidates shall be mailed to the general membership along with the May meeting notice. Eligible voters may vote by mail, provided their completed ballot is returned to the Nominating Committee and received no later than June 1st of the election year. Otherwise, eligible voters may cast their ballots in person at the June meeting.

ARTICLE 8: ASSETS OF THE ASSOCIATION

1. Funds and Signatories

• The funds of the Association may be retained in whole or in part in cash or invested in property deemed desirable by the Board of Directors.

• The Board of Directors shall determine who shall be authorized from time to time, on the Corporation's behalf, to sign checks or other orders for the payment of money or other evidences of indebtedness, to enter into contracts, or to execute and deliver other documents and instruments.

• Any withdrawal of funds from any Association account shall require the signature of two officers.

• No officer, individually or in concert with another officer, shall legally or contractually bind the Association to a financial obligation or expenditure in excess of $100 without approval of the general membership.

2. Restrictions on Earnings

• No part of the net earnings of the Association shall inure to the benefit of, or be distributable to, its members, trustees, officers, or other private persons.

• However, the Association may pay reasonable compensation for services rendered and make payments and distributions in furtherance of the goals and purposes set forth in Article 2 above.

• Notwithstanding any other provision of these by-laws, the Association shall not carry on any activities not permitted by:

• A corporation exempt from Federal Income Tax under Section 501(c)(4) of the Internal Revenue Code or the corresponding section of any future federal tax code, or

• A corporation to which contributions are deductible under Section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

3. Dissolution of the Association

• Upon the dissolution of the Association, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(4) of the Internal Revenue Code, or any corresponding section of any future federal tax code.

• Alternatively, assets may be distributed to the federal government or to a state or local government for a public purpose.

• Any such assets shall be disposed of by a court of competent jurisdiction in New York County, exclusively for such purposes or to such organization(s) as the Court shall determine, which are organized and operated exclusively for those purposes.

ARTICLE 9: INDEMNIFICATION

• The Corporation may, to the fullest extent now or hereafter permitted by law, indemnify any person named or threatened to be made a party to any action, suit, or proceeding by reason of the fact that they (or a person of whom they are the legal representation, heir, or legatee) are or were a director, officer, employee, or other agent of the Corporation, or any other organization served by them at the request of the Corporation.

• This indemnification covers judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys' fees.

ARTICLE 10: INITIAL DIRECTORS

• The initial directors of the Association, as listed in the Certificate of Incorporation, shall be responsible for the general management and supervision of the Association’s affairs until the first Board of Directors can be elected by the membership.

• The initial directors shall organize the first nominating process and elections as provided in Articles 6 and 7 above.

• Any business or decisions regarding the affairs of the Association shall be decided by a majority of the initial directors.

• Any one of the initial directors may call a meeting of the initial directors upon 5 days' notice, and a majority shall constitute a quorum.

ARTICLE 11: AMENDMENTS

• These by-laws may be amended at any meeting of the membership of the Association by a vote of the majority of the members present.