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Important Announcements

Annual Meeting

The Annual meeting of the Throggs Neck BID will be held on October 28, 2021, 3pm, at 3800 East Tremont Avenue. 

The meeting will be available via zoom:

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Meeting ID: 831 1675 6790

Passcode: 111011

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BY-LAWS

Throggs Neck District Management Association, Inc.

ARTICLE I OFFICES

The principal office of the Corporation shall be located at     TBD         , Bronx, New York 10465, or at such other location within or without the Throggs Neck Business Improvement District area (the “District”) as the Board of Directors (“Board” or “Directors”) may determine.

ARTICLE II MEMBERS

Section 2.1. Classes of Members. The Corporation shall have Four (4) classes of members:

  1. Class A: Owners of record of real property within the geographical boundaries of the Throggs Neck Improvement District, or their appointed individual by a signed and notarized proxy, which individuals must also be registered with the Throggs Neck Business office, which owners have applied for membership by submitting the necessary information card at the principal office of the Corporation (or such other place as the officers of the Corporation shall designate), shall be Class A members of the Corporation. 
  1. Class B: Tenants who are occupants pursuant to a lease of commercial space within the geographical boundaries of the Throggs Neck Business Improvement District who are not eligible for Class A membership, which tenants have applied for membership by submitting the necessary information card at the principal office of the Corporation (or such other place as the officers of the Corporation shall designate), shall be Class B members of the Corporation.
  1. Class C: Owners of a home dwelling or proprietary lessees who are occupants pursuant to a lease of a home dwelling unit and proprietary lessees who are occupants pursuant to a proprietary lease of a residential cooperative units or owners of a residential condominium unit within the geographical boundaries of the Throggs Neck Business Improvement District who are not eligible for Class A or Class B membership, which tenants and proprietary lessees have applied for membership by submitting the necessary information card at the principal office of the Corporation (or such other place as the officers of the Corporation shall designate) shall be Class C members of the Corporation.
  1. Class D: One representative appointed by each of the Mayor of the City of New York, the Comptroller of the City of New York, the President of the Borough of the Bronx and the Member of the New York City Council representing the District or, if there is more than one Council Member representing the District, then by the Speaker of the New York City Council, shall be Class D members of the Corporation.

Note: An individual may only be a member of one class and will default to the highest class. A corporation is a separate legal individual.

Section 2.2. Termination of Membership.  Membership in the Corporation shall continue until terminated by the resignation, withdrawal or expulsion of a member or upon dissolution and liquidation of the Corporation, or upon the death of any member if such member is an individual or a partnership, and upon dissolution and liquidation if such member is a corporation.

Additionally (1) each Class A membership shall terminate when the Class A member is no longer an owner of record of real property in the District; (2) each Class B membership shall terminate when the Class B member is no longer a tenant who is an occupant pursuant to a lease of commercial space in the District; (3) each Class C membership shall terminate when the Class C member is no longer (i) a tenant who is an occupant pursuant to a lease of a dwelling unit or (ii) a proprietary lessee pursuant to a proprietary lease of residential cooperative units, or ceases to own a residential unit in the District; (4) each Class D membership shall terminate when the person who appointed such member is no longer the Mayor of the City of New York, the Comptroller of the City of New York, the President of the Borough of the Bronx, or the New York City Council member representing the District, or the Speaker of the New York City Council, as the case may be. 

Any right or interest of a member in the Corporation shall terminate upon the termination of its membership for any reason. Any member may resign or withdraw from the Corporation by notice in writing to the Corporation’s Secretary. Such resignation or withdrawal shall be immediately effective upon receipt by the corporation.

Section 2.3. Termination caused by Absence. Any member duly elected to Class A, B, or C who misses three (3) consecutive meetings of the Board or fails to attend four (4) or more meetings for one consecutive year and was not excused from such meetings by the chairman or his designee shall be terminated from membership on the Board.

ARTICLE III MEETINGS OF THE MEMBERSHIP

Section 3.1. Annual Meeting. An annual meeting of the membership for the purpose of electing Directors and transacting such other business as may come before it shall be held each year, at a time and location so specified.

Section 3.2. Special Meetings.  Special meetings of the membership shall be held at such time and place so specified as may be designated in the notice of meeting, whenever called by a majority of the Board or the Chairperson of the Board. Such meetings may also be convened upon written demand by Twenty (20) or more members or their proxies duly registered with the BID office, who may, in writing, demand the call of a special meeting specifying the agenda, date and month thereof, which shall not be less than ten days nor more than thirty from the date of such written demand. The secretary of the corporation upon

receiving the written demand shall promptly give notice of such meeting, or if he/she fails to do so within seven (7) business days thereafter, any member signing such demand may give such notice.

Section 3.3. Notice of Meetings. Written notice of membership meetings, stating the place, date, and hour thereof and, unless it is the annual meeting or public hearing, stating that it is issued by or at the direction of the person or persons calling the meeting and indicating the purpose or purposes for which the meeting is called, shall be given personally, by fax, by mail or by e-mail, to each member entitled to vote at such meeting. If such notice is given personally, by fax, e-mail, or by first class mail, it shall be given not less than ten (10) nor more than thirty (30) days before the date of the meeting.

Section 3.4. Record Date  The Board shall fix a date as the record date for

determining the members entitled to receive notice of, and vote at, a meeting of members; such date shall be not less than ten (10) nor more than Fifty (50) days before the meeting.

In the event no record date is fixed by the Board, the record date for the determination of the members entitled to vote at, and receive notice of, a meeting of the members shall be ten days prior to the day of the meeting. All members shall be required annually to complete a voter authorization form by the date of record to determine who is eligible to cast the vote.

Section 3.5. Quorum. Except as otherwise provided by law or in the Certificate of Incorporation or in these by­ laws, the presence, in person or by proxy, of members entitled to cast seven (7) votes of the total number of votes entitled to be cast, shall constitute a quorum at meetings of the corporation, and the act of a majority of the voting members present at any meeting shall be the act of the corporation. A member which is a firm or corporation will be deemed to be present if it is represented by a partner, officer, or proxy.

Section 3.6. Voting. Except as otherwise provided by law or in the Certificate of Incorporation or in the by-laws, and except for the election of Directors, at any meeting duly called and held and at which a quorum is present, a majority of the votes cast at such meeting upon a given question by the members of any or all classes entitled to vote thereon who are present in person or by proxy shall decide such question. At any meeting duly called and held for the election of Directors at which a quorum is present, those Directors receiving a plurality of the votes cast by the members of any class entitled by law to elect Directors as a class, shall be elected.

Section 3.7. Adjournment. If a quorum shall not be present or represented at any meeting of the members, the members entitled to vote thereat, present in person or represented by proxy, shall have the power by a majority of the votes so represented to adjourn the meeting from time to time, without notice other than an announcement, at the meeting, of the date, time and place of the adjourned meeting. Subject to any further notice being required by law, at any adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted on the original date of the meeting.

Section 3.8. Action Without a Meeting. Member action may be taken without a meeting, without prior notice and without a vote, upon consent of majority of the members,

which consent shall be set forth the action so taken. Such consent may be written or electronic. If written the consent must be executed by the member or the member’ s authorized officer, director, employee or agent by signing such consent or causing his signature to be affixed to such waiver by any reasonable means including but not limited to facsimile signature. If electronic, the transmission of the consent must be sent by e-mail and set forth, or be submitted with, information from which it can be reasonably determined that the transaction was authorized by the member.

Section 3.9. Definition of a Proxy. Every member entitled to vote at a meeting of members or to express consent or dissent without a meeting may authorize another voting member or members to act for such member by proxy. Every proxy must be in writing, signed, and notarized by the member or the member’s duly authorized officer, director, employee or agent, or by mail and set forth information from which it can reasonably determined that the proxy was authorized by that member. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise provided by law. For the purposes of conducting meetings, all proxies shall be delivered to the Secretary of the Corporation or, upon the absence of the Secretary, the presiding member appointed to act as secretary of the meeting. 

All proxies must be in writing and notarized on an approved form as designated by the Board of Directors. Said proxy must be executed by the person or entity entitled to said voting rights.

ARTICLE IV 

BOARD OF DIRECTORS

Section 4.1. General Powers. The business of the Corporation shall be managed by its Board, which shall have general supervision of the Corporation, including all powers not expressly reserved to the membership or expressly granted to others by the Certificate of Incorporation or these by-laws.

Section 4.2. Size of the Board. The number of voting Directors which shall constitute the Board shall be not less than thirteen (13) of which no fewer than seven (7) Directors must be Class A members. The Board, by resolution adopted by vote of a majority of the then authorized number of Directors, may increase or decrease the number of Directors, but in no event shall the number of Directors be less than thirteen (13) and in no event shall the Directors from the Class A members constitute less than a majority of Directors.

Section 4.3. (a) Election of Directors. Directors shall be elected in accordance with the provisions of Section 3.5 of these by-laws. The members of Class A shall elect not less than seven

(7) Directors to represent them on the Board from among their number or, if any members of Class A membership be a corporation or partnership, from among the representatives of such member. In no event shall the number of Directors elected from Class A constitute less than a majority of the entire voting Board. The members of Class B shall elect not less than one (1)  Director to represent them on the Board from among their number or, if any member of Class B  be a corporation or partnership, from among the representatives of such member.  The members of Class C shall elect not less than one (1) Director to represent them on the Board from among their number or, if any member of Class C be a corporation or partnership, from among the representatives of such member. One Class D Director shall be appointed by each of the following: the Mayor of the City of New York, the Comptroller of the City of New York, the Bronx Borough President and the New York City Council member representing the District. No director may receive compensation for their service on the Board, as Directors or committee members.

                                   (b) To be eligible to run for a board of directors membership in Class A, B, or C said individual, corporation, partnership or LLC must have applied for membership in that Class by submitting the necessary information at the principal office of the corporation (or such other place as the Officers of the corporation shall designate), including but not limited to delivering by first class mail a completed registration card.

                                    (c)  At any meeting of the board members, each board member present, in person, and entitled to vote, shall be entitled to one (1) vote. If a person owns multiple properties within the district, which are registered in accordance with the afore-mentioned paragraph, and such properties are held of record by separate legal entities such partnership or limited liability companies, each such entity shall be entitled to its own vote as a Class A member, irrespective of the fact that a single person is the beneficial or ultimate owner of all such properties.

Section 4.4. Classification of Directors; Terms of Office. Each voting director shall hold office for three (3) years or until his or her earlier death, resignation, incapacity to act or removal. A Director elected to fill a vacancy shall hold office until the expiration of the term of the Director being replaced or until the election (or appointment) and qualification of a successor.

Section 4.5. Vacancies, Resignations and Removals. In the event of a vacancy created by the death, resignation or incapacity to act of a Director elected by the Class A, B, and C members, the Board, by a vote of the majority of Directors then in office, shall elect a new Director from the respective class. In the event of a vacancy created by the death, resignation or incapacity to act of a Class D Director, the official empowered to appoint such Director shall appoint a new Class D Director. A Director elected to fill a vacancy shall hold office until the expiration of the term of the Director being replaced or until the election or appointment and qualification of a successor.

Any Director may resign by a notice in writing to the Chairperson or Secretary. The acceptance of any such resignation, unless required by the terms thereof, shall not be necessary to make the same effective.

Any Class A, B, or C director may be removed at any time with or without cause by the vote of the class which elected such member. A Class D Director may be removed with or without cause by the public official who appointed such Director. Additionally, any Class D Director shall be removed when the official who appointed such member no longer holds an office which entitles him or her to appoint a member to Class D membership. Upon such removal the newly elected official empowered to make an appointment to Class D membership shall appoint a new member to Class D who shall serve as a Director.

Section 4.6. (a) Committees of the Board. The Board, by a resolution adopted by a majority of the entire Board may designate from among its board an Executive Committee, a Nominating Committee, a Finance Committee, an Audit committee, and such other standing committees as the Board from time to time may find appropriate and shall establish by Resolution. Each standing committee or ad hoc shall consist of at least three (3) Directors, all of whom must be duly registered with the BID office, each of which, to the extent provided in such resolution, shall have the authority of the Board, except that no such committee shall have the authority as to the following matters:

  1. the submission to members of any action requiring members’ approval under the laws of the State of New York;
  2. the filling of vacancies in the Board of Directors or in any committee;
  3. the fixing of compensation of the Directors for serving on the Board or on any committee of the Board;
  5. the recommendation to amend or repeal of these By-laws or the adoption of new by-laws; and
  6. the recommendation to amend or repeal of any resolution of the Board which by its terms shall not be so amendable or  repealable.
  1. Executive Committee. The Executive Committee shall be composed of all of the Officers (who are also Directors) of the Corporation,, with a minimum of (3) Directors.. The Chairperson of the Board shall serve as the Chairperson of the Executive Committee.  The Executive Committee shall have and may exercise all of the powers of the Board when the Board is not in session, provided that the Executive Committee shall be at all times accountable to and subject to the control of the Board, and provided further that the Executive Committee shall have no authority as to (1) any of the matters contained in clauses (i) the submission to the Members of any action requiring Members’ approval by law; (ii) the filling of vacancies on the Board; (iii) the amendment or repeal of the By-laws or the adoption of new by-laws; (iv) the amendment or repeal of any Resolution of the board which by its terms shall not be so amendable or repealable; and (v) the removal of Directors.
  1. Nominating Committee. The Nominating Committee shall be chaired by any Director other than the Chairperson and composed of those who are also Directors of the Corporation, who shall be elected by the board of directors of the corporation. The Nominating Committee shall be responsible for preparing a slate of candidates for the Board from those classes of members which elect Directors. Any member wishing consideration to run in his/her class must submit their name, in writing, to the chairperson of the nominating committee no less than thirty (30) days prior to the scheduled election.
  1. Finance Committee. The Finance Committee shall be chaired by the Treasurer and composed of those directors of the Corporation who shall be elected by the board of directors of the corporation. In addition, the Directors appointed by the Comptroller shall be members of the Finance Committee.  The Finance Committee shall formulate financial policies for review and approval by the Board; shall formulate an annual Budget containing a complete plan of proposed yearly expenditures and estimated revenues for each fiscal year of the Corporation for approval by the Board; and shall conduct such other activities as are assigned to it from time to time by the Board.
  1. Audit Committee.  To serve as a member of the Audit Committee, all members including the Chairperson must be qualified as “Independent Directors” as defined in the NY Not-For-Profit Corporation Law. The Audit Committee shall be composed of at least three Independent Directors elected from among the Board. The Audit Committee shall be chaired by a member of the Audit Committee selected by the board of directors of the corporation.  The Audit Committee, among other matters shall:

(i)           Review and select an independent auditor for the Corporation;

(ii)           Review with the independent auditor the scope and planning of the audit prior to its commencement;

(iii)          Upon completion of the audit, review and discuss with the independent auditor:

                •              Any material risk and weaknesses in internal controls identified by the auditor;

                •              Any restrictions placed on the auditor’s activities or access to information;

                •              Any significant disagreements between the auditor and the Corporation’s management;

                •              The adequacy of the Corporation’s accounting and financial reporting processes;

                •              Annually consider the performance and independence of the auditor;

•              Review the financial controls developed and implemented by the Executive Director and other employees of the Corporation; and

•              Receive and make recommendations to the Board regarding (1) conflicts of interest reported pursuant to the Corporation’s conflict of interest policy, and (2) complaints asserted pursuant to the Corporation’s “whistleblower” policy.

  1. Other Standing Committees. The Chairperson shall designate, subject to the approval of the Board, from among the Directors and or the Members of the Corporation, other Standing or ad hoc Committees. 
  1. Committees of the Corporation. The Board, by a resolution adopted by a majority of the Board, may designate from among its members an Executive Committee, a Nominating Committee, a Finance Committee, an Audit Committee, and such other committees of the Board as the board from time to time may find appropriate. Each committee shall serve at the pleasure of and be responsible to the Chairperson and to the Board. It shall keep minutes of its meetings and report same to the Board. Committees of the Corporation do not have the power to obligate the Board.
  1. Membership on Committees: The Chairperson at his /her discretion may serve on any committee as a voting member therein and also counted in establishing a quorum of said committee that he/she serves on. The chairperson may appoint a member who’s not on the board of directors of the corporation to serve on any committee as a voting member. The chairperson may also appoint one (1) non-member to serve on any committee, but that non member shall not have the right to vote on any issues bought before the committee he / she maybe serving on. Further, the Board may designate one or more Directors as alternate members of any committee, who may replace any absent member or members at any meeting of such committee. 
  1. Committee Procedures. Unless otherwise provided by the Board or these by-laws, each Committee shall have the power to determine the times, places and manner of calling their meetings and their rules of procedure.  At every meeting of a Committee a quorum must be present in person or by proxy for the transaction of business. A quorum of any committee shall require the presence of three (3)  voting members and any action taken shall require a majority of those present and entitled to vote therein. Any Committee may establish a greater than majority voting requirement. Each Committee shall keep  minutes of its meetings and report the same to the Board.

               (ii) The submission to members of any action requiring members’ approval under the laws of the State of New York; 

               (iii) The filling of vacancies in the Board or in any committee;

               (iv) The fixing of compensation of the Directors for serving on the Board or on any Committee of the Board;

(v) The amendment or repeal of these Bylaws or the adoption of new Bylaws; and

  1. The amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable. 

Section 4.8.  Regular Meetings.  The Board shall meet four times a year. The Board may also meet at such times and such places as may be determined by action of the Board within five (5) days; notice by mail, e-mail, telephone or fax.

Meetings of the Board shall be held at the principal office of the Corporation or at such other place as may be designated by the person or persons calling the meeting.  An annual meeting of the Board (the “Annual Board Meeting”) will follow the Annual Meeting of Members.  Officer elections shall take place at the Annual Board Meeting.  Special meetings of the Board may be called at any time by the Chairperson or a majority of the Directors. Any one or more Directors, or any Committee of the Board, may participate in a meeting of the Board, or a Committee of the Board, by means of a conference telephone or similar communications equipment, or by electronic video screen communication.  Participating by such means shall constitute presence in person at a meeting so long as all persons participating can hear each other at the same time and each Director can participate in all matters before the Board, including, without limitation, the ability to propose, object to, and vote upon a specific action to be taken by the Board or committee.

Section 4.9  Notice of Meetings. Written notice of Board meetings, stating the place, date, and hour thereof and, unless it is the Annual Board Meeting, stating that it is issued by or at the direction of the person or persons calling the meeting and indicating the purpose or purposes for which the meeting is called, shall be provided to each Director then in office at least [three (3)] calendar days in advance of the day on which the meeting is to be held by (i) electronic mail; (ii) facsimile; or (iii) mail, postage pre-paid, addressed to such Director at his or her residence or usual place of business (or such other address as he or she may have designated in a written request filed with the Secretary at least seven (7) calendar days before the day on which the meeting is to be held).  Notice of a meeting need not be given to any Board member who submits a signed waiver of notice, whether before or after the meeting, or who attends the meeting without protesting prior to its conclusion the lack of notice of such meeting. Waiver of notice may be written or electronic. If the waiver is written, it must be signed by the Board member. If the waiver is electronic, it must be able to be reasonably determined to have been sent by the Board member.

Section 4.10. Special Meetings. Special meetings of the Board may be called at any time by the Chairperson or a majority of the Directors on five (5) days’ notice by mail, e-mail, telephone or fax.

Section  4.11.  Quorum and Voting. At every meeting of the Board a quorum must be present for the transaction of business. A quorum shall consist of five (5) Board Members. Except as otherwise provided by law or in the Certificate of Incorporation or these by-laws, action at Board meeting may be taken upon affirmative vote by a majority of Directors present and entitled to vote. Each Director shall have one vote.

Section  4.12.  Adjournment. If at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting to another time and place, and the meeting may be held without further notice or waiver, except that notification shall be given to any Director not present at the meeting being adjourned.

Section 4.13.  Action without a Meeting.  Except as otherwise provided in the Certificate of Incorporation or by these Bylaws, any action required or permitted to be taken at any meeting by the Board or any Committee of the Board, may be taken without a meeting, without prior notice and without a vote, upon the consent of all of the members of the Board or Committee of the Board entitled to vote thereon, which consent shall set forth the action so taken. Such consent may be written or electronic. If the consent is written, it must be signed by the Board member. If the consent is electronic, it must be able to be reasonably determined to have been sent by the Board member.

Section 4.14.  Meeting by Conference Telephone. Any one or more members of the Board or any committee thereof may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Section 4.15.  Compensation. Directors shall not receive any compensation for their services as Directors or committee members. .

Section 4.16.  Annual Report of Directors. At each Annual Meeting of the Members, the Board of Directors shall present a report verified by the Chairperson and Treasurer or by a majority of Directors showing in appropriate detail the following or as otherwise may be required by law: (a) the assets and liabilities of the Corporation as of the end of a twelve (12) month fiscal period terminating not more than six (6) months prior to the meeting; (b) the principal changes in assets and liabilities during the fiscal period; (c) the revenues or receipts of the Corporation, both unrestricted and restricted to particular purposes for that fiscal period; (d) the expenses or disbursements of the Corporation, for both general and restricted purposes for said fiscal period; and (e) the number of Members of the Corporation as of the date of the report, together with a statement of any increase or decrease in such number during said fiscal period, and a statement of the place where the names and addresses of the current members may be found. The foregoing report shall be filed with the records of the Corporation and a copy or an abstract thereof shall be entered in the minutes of the proceedings of the Annual Meeting. The report shall be put before the membership at the Annual Meeting of Members for their acceptance. Given that a quorum is achieved, a majority of votes cast in favor of accepting the report shall result in the report being accepted. Every Member shall be notified at least thirty (30) days prior to the Annual Meeting of Members that a copy of the Annual Report is available for inspection or copying at the offices of the Corporation.

Section 4.17. Interim Board of Directors. Notwithstanding Sections 4.3 hereof (Election of Directors), there shall be an Interim Board of Directors as defined in this Section, which Interim Board shall exercise all of the powers of the Corporation specified in Section 4.1 hereof (General Powers) until such time as the Election of Directors as outlined above shall become effective.

The Interim Board of Directors shall consist of the Incorporators of the Corporation.

ARTICLE V 

OFFICERS

Section 5.1. Appointment of Officers. The Board shall vote for the officers of the Corporation. Such officers shall include a Chairperson, one or more Vice-Chairpersons, a Treasurer, and a Secretary, and may include such other officers as the Board from time to time shall find appropriate. The officers shall exercise the powers and perform the duties designated in these By­ laws and such other duties that usually pertain to their respective offices or as are properly delegated or assigned to them from time to time by the Board or Chairperson. Each officer shall hold office

for such term as will be prescribed by the Board and until a successor has been appointed and qualified.

Section 5.2. Powers and Duties.

  1. Chairperson: The Chairperson shall be the Chief Executive Officer of the Corporation, with authority to direct and supervise the activities of all other officers and any employees, to preside at all meetings of the Board and/or members, to be a member of all committees, to have the power to sign for the Corporation all deeds and other instruments, and to perform such acts as usually pertain to the office of Chairperson. No employee of the corporation shall serve as chairperson.
  1. Vice-Chairperson: During the absence or disability of the Chairperson, the Vice­ Chairperson or, if there shall be more than one, the Senior Vice-Chairperson shall have all the powers and functions of the Chairperson. Each Vice-Chairperson shall perform such duties as the Board shall prescribe.
  1. Secretary: The Secretary shall keep minutes of the proceedings of the Board, and shall give or cause to be given, all notices in accordance with the provisions of these By-laws or as required by law. The Secretary shall be custodian of the corporate records, custodian of the corporate seal, maintain membership rolls and shall perform  all the duties incident to the office of Secretary and such other duties as may be assigned by the Board.
  1. Treasurer: The Treasurer shall have the custody of the Corporation’s funds, and shall keep correct and complete books and records of account.  The Treasurer shall prepare and certify all financial reports of the Corporation, or cause the same to be prepared and certified by a firm of certified public accountants, and in general shall perform all duties incident to the office of Treasurer and such other duties as may be assigned by the Board.

Section 5.3. Removals. Any officer may be removed with or without cause by a majority

vote of the Board of Directors.  The removed officer may be replaced by a majority vote of the Board. Any director may be removed with cause by a majority vote of the Board of Directors. The removed director may be replaced by a majority vote of the Board.

Section 5.4. Suspensions. Any officer or director may be suspended with or without cause by the chairperson pending a vote of the Board within thirty (30) days.

ARTICLE VI AMENDMENTS

These By-laws may be amended or repealed at the Annual Meeting of the members or any meeting of the Board, provided that written notice of the proposed amendment or repeal has been sent to each voting member and the director of the Corporation, as the case may be, at least five (5) days in advance of the date set for the meeting.

If any By-law regulating an impending election of Directors is adopted, amended, or repealed by the Board, there shall be set forth in the notice of the next meeting of the members for the election of Directors, the By-laws so adopted, amended, or replaced, together with a concise statement of the changes made. To change or amend the by-laws a quorum of thirty (30) registered members of the corporation shall be required and a majority vote of those members in attendance at the duly called meeting to effectuate the changes or amendments to the by-laws. 

ARTICLE VII MISCELLANEOUS

Section 7.1. Fiscal Year.  The fiscal year of the Corporation shall be: July1 to June 30.

Section 7.2. Checks. All checks, contracts, or demands for any money and notes of the Corporation shall be signed by any two (2) of the following: Chairperson, Vice­ Chairperson, Secretary, Treasurer, and or such other person as the Board may from time to time designate.

Section 7.3. Waiver of Notice. Whenever any notice is required to be given under the provisions of the laws of the State of New York, the Certificate of Incorporation of the Corporation, or the By-laws, a waiver thereof in writing, signed by the Chairperson, Vice-Chairperson, Secretary, or Treasurer of the Corporation or the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

Section 7.4. Public Meeting. The Corporation shall hold an annual public hearing prior to submitting to the City its proposed final budget for the next succeeding year. Such hearing may be held on the same day as the annual meeting of the membership or such other date as the Board may designate.

Such public hearing shall include a presentation of all planning, capital and service programs proposed and allow reasonable time for discussion of all issues.

Section 7.5. Year-End Fiscal report. A year end fiscal report shall be presented to the membership at the annual membership meeting.

ARTICLE VIII INDEMNIFICATION

The Corporation shall, to the fullest extent permitted by law, purchase and maintain insurance, in an amount as to be determined by the Board, to indemnify its Directors and officers and indemnify and advance expenses to each individual made, or threatened to be made, a party to any action by reason of the fact that such individual is or was a Director or officer of the Corporation or served any other corporation or entity at the request of the Corporation.

ARTICLE IX INVESTMENTS

Section 9.1. Investments and Proxies. The Board shall have the power to make investments of the funds of the Corporation and to change the same and may sell, from time to time, any part of the securities of the Corporation or any rights or privileges that may accrue thereon. Investments will be limited to the following: FDIC insured accounts or securities backed by the full faith and credit of the United States government or the governments of New York State or New York City, or real property.

Section 9.2. Transfer and Assignment. The Board may authorize any officer, Director or other person or persons to execute such form of transfer or assignment as may be customary or necessary to constitute a transfer of bonds or other securities in the name of or belonging to the Corporation. A corporation or person transferring any such bonds or other securities pursuant to a form of transfer or assignment so executed shall be fully protected and shall not have any duty to inquire whether or not the Board has taken action in respect thereof.

ARTICLE X LOANS

No loan shall be contracted on behalf of the Corporation and no negotiable paper shall be issued on its behalf unless authorized by a two-thirds vote of the Board. When so authorized by the Board, any officer of the Corporation may affect loans and advances at any time for the Corporation from any bank, trust company or other similar institution, or from any firm, corporation, or

individual. Such authority may be general or confined to specific instances. No loans, other than through the purchase of bonds, debentures or similar obligations of the type customarily sold in public offerings, or through the ordinary deposit of funds in a bank, shall be made by the Corporation to its Directors or officers, or to any other corporation, firm, association or other entity in which one or more of its Directors or officers are directors or officers or hold a substantial interest, except a loan to another Type B or C corporation as defined in the New York Not-for-Profit Corporation Law.

Since the BID was formed, there have been two minor revisions to our original bylaws, both were approved on June 25, 2020.

The first added a new subsection which mandated that:

“ Any expenditures of funds exceeding $400, or committing the Throggs Neck Business Improvement District  to expend funds on a repeated basis with the same vendor, requires the approval of the Board of Directors.”

The second added a new subsection that stated:

“It shall not be considered a conflict of interest if, in the normal course of activities, a purchase of goods and services at a fair market price is made from a business in which a member of the Board has any financial interest.”