The Brooklyn Bridge Park Boathouse, Inc.
Bylaws (revised October 4, 2018)
ARTICLE I. OFFICE
The principal office of The Brooklyn Bridge Park Boathouse, Inc., a charitable not-for-profit corporation (the “Corporation”) in the State of New York, is presently located at 18 Cranberry Street Brooklyn NY 11201. The Corporation may have such other offices as the Board of Directors may determine or as the affairs of the Corporation may require from time to time.
ARTICLE II. MISSION
The purpose of the Brooklyn Bridge Park Boathouse is to promote human-powered boating in Brooklyn Bridge Park and safe public recreational access to the East River and New York harbor; to provide opportunities for all New York City residents and other Brooklyn Bridge Park visitors to participate in human-powered boating, at no or minimal cost; and to promote environmentally sound policies that will be conducive to human-powered boating in the East River and New York harbor.
ARTICLE III. NO MEMBERS
The Corporation shall have no members.
ARTICLE IV: REQUIREMENTS FOR TAX-EXEMPT ORGANIZATIONS
All programs and activities of the Brooklyn Bridge Park Boathouse (BBPB) are to be conducted solely in furtherance of BBPB’s stated charitable mission and in strict accordance with all norms and regulations for charitable tax-exempt nonprofit institutions required by the U.S. Treasury Internal Revenue Code Section 501(c) (3). All BBPB equipment, facilities, funds and other assets are to be dedicated exclusively to the charitable purposes of the BBPB as described in its by-laws and articles of incorporation as a nonprofit corporation with the Department of State of the State of New York.
ARTICLE V. BOARD OF DIRECTORS
Section 1. General Powers. The affairs and property of the Corporation shall be supervised generally by its Board of Directors in a manner consistent with its Certificate of Incorporation, these bylaws, and the Not-for-Profit Corporation Law of the State of New York as may be necessary or convenient to carry out the mission of the Corporation. Directors need not be residents of the State of New York.
Section 2. Number and Tenure. The number of directors shall be no less than five. All directors, other than the Ex Officio Director, shall serve for a term of two years. The terms of directors will be staggered such, that as nearly as possible, one-half of the number of total directors will be elected each year.
Section 3. Ex Officio Director. The president of the Brooklyn Bridge Park Conservancy shall serve as a director of the Corporation ex officio (the “Ex Officio Director”).
Section 4. Voting Rights. Each director personally in attendance at the Board meeting shall be entitled to one vote on each matter submitted to a vote of the Board. 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 5. Annual Meeting. The annual meeting of the Board for the transaction of such business as may properly come before the meeting shall be held at such time and at such place, within or without the State of New York as shall be stated in the notice of said meeting.
Section 6. Notice of Meeting. Written or printed (which shall include electronic means) notice of the annual meeting, stating the time and place, the purposes thereof, and the specific business to be transacted, shall be given to each director not less than ten days prior to the meeting. Notice of any other meeting, stating the time and place, the purposes thereof, and the specific business to be transacted, shall be given to each director not less than two days prior to the meeting. A special meeting may be called by the President or any officer, or upon written demand of at least one-fifth of the directors. All meetings may be conducted by telephone. Such notice shall be deemed to have been given at such time as it is deposited in the United States mail in a sealed envelope addressed to each director at his address, as shown by the records of the Corporation, with postage thereon prepaid or, in the case of electronic means, when sent. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.
Section 7. Informal Action by Board Members. Any action required by law to be taken at a meeting of the Board may be taken without a meeting if consented to in writing by all of the directors with respect to the subject matter thereof.
Section 8. Election of Directors and Executive Officers; Vacancies. At the annual meeting of the Board, the Board, upon consideration of recommendations by any director, shall elect directors and executive officers, including the Chairman of the Board, to replace those members of the Board of Directors or executive officers whose terms have expired. Any vacancy among the executive officers or in the Board of Directors, including vacancies caused by an increase in number, may be filled by the Board of Directors upon consideration of recommendations by any director. Each person so elected to fill a vacancy on the Board shall remain a director until his successor has been elected by the members of the Board who shall take such action at the next annual election.
Section 9. Quorum. The presence of fifty percent of the Board of Directors then in office in person shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than fifty percent of the directors are present at said meeting in person, a majority of the directors present may adjourn the meeting without further notice. The act of a majority of the directors present, in person, at any meeting at which there is a quorum, shall be the act of the Board of Directors.
Section 10. Removal of Directors. Directors may be removed from office at any time for cause, upon an affirmative-vote of two-thirds of the Board of Directors of the Corporation then in office voting (not including the director whose removal is being voted upon), provided there is a quorum of not less than a majority present at the meeting of directors at which such action is taken.
Section 11. Chairman of the Board and Responsibilities Thereof. The Chairman of the Board, who may also be the President, shall be responsible for calling all meetings (including telephonic meetings) of the Board of Directors, setting the agenda for all meetings, and conducting all meetings.
Section 12. Committees. The Board of Directors may, by resolution at any meeting of the Board of Directors, designate any committees of the Board of Directors, and may delegate to such committees such power and authority of the Board as the Board may determine, to the extent permitted by law.
Section 13. Conduct of Meetings. All meetings of the Board of Directors shall be conducted according to the rules set forth in Robert’s Rules of Order.
Section 14. Liability of Directors. Liability of Directors shall be no greater than that required by law. No Director shall be held personally liable for any debts or action of the Corporation.
ARTICLE VI. OFFICERS
Section 1. Executive Officers. The Executive Officers of the Corporation shall be the Chairperson and Secretary of the Board of Directors and such other officers as the Board of Directors may determine. The offices of President and Secretary, or the offices corresponding thereto, may not be held by the same person. Officers shall be elected at the annual meeting by the Board of Directors for a term of office of two years unless lawfully removed by the Board of Directors.
Section 2. Removal. Any director may be removed, either with or without cause, by resolution passed by the Board of Directors at any meeting, but only by the affirmative vote of a majority of all the directors then in office.
Section 3. Resignations. Any officer may resign at any time orally or in writing, by notifying the Board of Directors or the Chairperson or Secretary of the Corporation. Such resignation shall take effect at the time therein specified, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.
ARTICLE VII. FEES AND COMPENSATION
Directors shall receive no compensation for their services as Directors. However, Directors may be reimbursed for their actual out-of-pocket expenses in connection with performance of their duties as Directors or members of committees to the extent determined by the Board to be just and reasonable.
ARTICLE VIII. POWER OF BOARD TO RECEIVE GIFTS AND CONTRIBUTIONS
The Board of Directors shall have full power and authority to receive gifts and contributions in furtherance of the Corporation’s mission.
ARTICLE IX. CONFLICT OF INTEREST POLICY
All Corporation activities and financial transactions shall be conducted in strict accordance with the Brooklyn Bridge Park Boathouse Corp. conflict of interest policies, as adopted unanimously by the Corporation Board of Directors, and included as an annex to these bylaws.
ARTICLE X. WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of law or under the provisions of the Certificate of Incorporation or the Bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XI. DISSOLUTION
The Board of Directors, upon the affirmative vote of three-quarters of its members, may dissolve the Corporation. The Board of Directors, thereafter, shall liquidate the assets of the Corporation in conformity with the Certificate of Incorporation of this Corporation and under such plan as the Board of Directors shall approve.
ARTICLE XII. BOOKS AND RECORDS
There shall be kept at the principal office of the Corporation correct books of account of all the business and transactions of the Corporation.
ARTICLE XIII. ANNUAL AUDIT
The Board of Directors may, in its sole discretion, require that an audit by an independent certified public accountant be made of the books and accounting records of the Corporation from time to time.
ARTICLE XIV. FISCAL YEAR
The fiscal year of the Corporation shall be January 1 through December 31.
ARTICLE XV. GENDER NEUTRALITY
All references in these Bylaws to the masculine gender shall be deemed to be gender neutral and shall be read as contemplating either gender.
ARTICLE XVI. AMENDMENT OF BY LAWS; HOW EFFECTED
These Bylaws may be amended, altered, changed, added to or repealed by either the affirmative vote of a majority of the Board of Directors present at a meeting called for that purpose at which there is a quorum or by a majority vote of the Board pursuant to a mail ballot.