The name of the Corporation is the "West Side Neighborhood Association
of Binghamton, New York, Inc." (hereinafter referred to as the "Corporation").
The Corporation will pursue its purposes as stated herein on behalf of
the R-1 and R-2 Residential Districts within the area bounded by the railroad
tracks on the North, Front Street on the East, the Susquehanna River on
the South, and the city limits to the West. The residential districts are
defined in the City of Binghamton's official Zoning Ordinance as follows:
R-1 Residential District "... designate areas where low-density, one-unit
dwellings constitute the existing and desired future developmental character
and where substantial restriction on the use of land and the density of
development is necessary to preserve present character and protect the
economic value of existing and future investment." R-2 Residential District
"...designate areas where a mixture of primarily one-unit dwellings and
scattered two-unit dwellings and a low to moderate population density constitutes
the predominant existing and desired future development character."
The Corporation is a non-profit corporation formed for the civic purpose
of reestablishing the historically family-centered character of the Binghamton
West Side as a vital component of the Parlor City. This purpose will be
achieved through undertaking these activities:
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Facilitating Neighborhood Revitalization
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The Corporation will foster a spirit of community and cooperation among
residents and will promote greater self-policing of the neighborhood by
the residents. The Corporation will disseminate information on the ordinances
and codes most pertinent to improving the neighborhood's image and vitality,
and will counsel neighbors when problems arise and action needs to be taken.
The Corporation will also sponsor an annual Neighborhood Cleanup Day in
the spring with the City providing a truck to remove the debris.
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Promoting Neighborhood Reinvestment
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The Corporation will identify and seek to mobilize for the benefit of the
neighborhood the financial resources available from government and private
programs to repair, rehabilitate, and restore existing, endangered and
deteriorating housing units and to preserve and enhance public spaces.
The Corporation will also sponsor programs to encourage the purchase of
homes in the neighborhood.
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Promoting Comprehensive Planning
and Zoning Enforcement
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The Corporation will promote the enactment and enforcement of zoning laws
designed to preserve the residential character of the neighborhood and
protect the economic value of existing and future investment. Stability
is fundamental to neighborhood health and property values. Residents must
be assured that the neighborhood where they choose to live and invest will
not be substantially altered without careful consideration. The legal mechanism
for maintaining neighborhood stability is effective zoning.
Looking to the future, the Corporation expects to participate with,
and provide guidance to, local planning officials in developing the City
of Binghamton's official Comprehensive Plan. Since it has been over 20
years since the City prepared its last master plan, this will be a long
overdue opportunity for the neighborhood residents to participate in defining
their community, both as it exists now and with a vision for the future.
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Promoting More Effective Code
Enforcement
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The Corporation will promote the enactment and enforcement of ordinances
and codes designed to preserve the neighborhood's existing housing stock,
and protect the health, safety, peace, and quiet of the residents. The
Corporation will work with local officials to ensure that the rules, regulations,
and enforcement procedures pertaining to the physical condition, safety,
and appearance of neighborhood housing; vehicle parking; noise; and litter
are adequate and consistent with the standards maintained in other cities
similar to Binghamton.
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Enhancing University and Community
Relations
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The Corporation will seek to establish a permanent Committee on University
and Community Relations to facilitate constructive dialogue and more harmonious
relations between the students and permanent residents living in the neighborhood.
The Committee will be comprised of representatives from the University,
the Corporation, and city government.
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Section 1
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Any individual, 18 years or older, living in the area described in Article
II who is interested in carrying out and furthering the purposes of the
Corporation shall be eligible for membership and shall be such a member
upon payment of dues.
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Section 2
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Any question of eligibility shall be resolved by the Board of Directors.
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Section 3
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Dues shall be fixed by the Board of Directors.
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Section 4
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Annual Meeting: The annual meeting of members of the Corporation for the
election of directors and for the transaction of any other business which
may properly be transacted at the annual meeting shall be held at such
hour and on such day and at such place as may be fixed by the Board of
Directors.
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Section 5
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Special Meetings: A special meeting of the members of the Corporation may
be called by the Chairperson of the Board, President, or Secretary when
directed to do so by resolution of the Board of Directors or at the written
request of directors representing a majority of the whole Board or at the
written request of 25% of the members of the Corporation. Any such request
will state the purpose or purposes of the proposed meeting.
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Section 6
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Notice of Meeting: (a) Whenever members are required or permitted to take
any action at a meeting, a written notice of the meeting shall be given
which shall state the place, date, and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting
is called. (b) Notice of each meeting shall be given by the Secretary or
by a person calling the meeting to each member by mailing the notice, first
class postage prepaid, not later than the third day before the meeting,
or in the case notice is by facsimile transmission or e-mail, not less
than 24 hours before the meeting.
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Section 7
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Quorum: The presence of the lesser of either a majority of the members
or 25 members shall constitutes a quorum.
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Section 8
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Nominations: A Nominating Committee, consisting of at least three
members of the Corporation shall be appointed by the Board of Directors
at least 21 days prior to the Annual Meeting for the purpose of presenting
a proposed slate of directors. Nothing herein contained shall preclude
nominations from the floor, when duly seconded.
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Section 9
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Voting: At any meeting the Secretary of the Corporation shall compile
a list of the members present in person or by written proxy prior to a
vote. At the discretion of the Chairperson of the Board, a roll call vote
may be taken.
Management of the Corporation shall be vested in a Board of Directors
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Section 1
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Number of Directors: The Board of Directors shall consist of such
number of persons, not less than three, as shall be determined from time
to time by a majority vote at a meeting of the members or by resolution
of the Board of Directors, adopted by a majority of the whole Board.
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Section 2
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Election and Term of Directors: Directors shall be elected annually
at the annual meeting of members. Each director shall hold office until
such director's successor is elected and qualified or until such director's
earlier resignation or removal. The members at any meeting called for the
purpose, by vote of a majority of those present, may remove from office
any director, either with or without cause, and elect such director's successor.
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Section 3
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Meetings: The Board of Directors shall meet at the call of the Chairperson
of the Board or upon written request to the Secretary by at least 3 members
of the Board of Directors. Notice of each meeting shall be given by the
Secretary or by a person calling the meeting to each director by mailing
the same, first class postage prepaid, not later than the third day before
the meeting, or in the case notice is by facsimile transmission or E-Mail,
not less than 24 hours before the meeting.
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Section 4
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Quorum and Voting: One-third of the whole board of directors shall
constitute a quorum for the transaction of business, but in no event shall
a quorum consist of less than three directors. The act of a majority of
the directors present at a meeting at which a quorum is present shall be
the act of the Board of Directors.
The work of the Corporation will be conducted primarily by Committees established
by the Board of Directors.
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Section 1
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Appointment: The Board of Directors may from time to time, by resolution
passed by a majority of the whole board, designate a committee or committees,
to carry out one or more purposes of the Corporation. Each Committee established
by the Board shall have a Chairperson appointed by the Board of Directors.
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Section 2
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Committee Membership: Each Committee Chairperson will have responsibility
for appointing the members of his or her Committee. All members are eligible
for Committee membership.
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Section 3
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Records and Committee Member Removal: Each Committee shall keep
a record of its acts and proceedings and shall report thereon to the Board
of Directors whenever requested to do so. Any and all members of any such
Committee may be removed, with or without cause, by resolution of the Board
of Directors, adopted by a majority of the whole board.
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Section 1
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Appointment and Qualification: The officers of the Corporation shall
be (1) a Chairperson of the Board and President, (2) Vice President, (3)
Treasurer, and (4) Secretary, all of whom shall be appointed by the Board
of Directors. The Chairperson and President and Vice President shall be
directors. Each officer shall hold office until such officer's successor
is elected and qualified or until such officer's earlier resignation or
removal.
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Section 2
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Removal of Officers: Any officer of the Corporation may be removed
by a majority of the whole Board of Directors with or without cause at
any time.
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Section 3
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Chairperson of the Board and President: The Chairperson shall preside
at all meetings of the Members and of the Board of Directors at which the
Chairperson is present; be ex officio a member of all committees except
the Nominating Committee; and shall have the power to disperse funds in
the absence of the Treasurer. All disbursements in excess of $250
require two authorized signatories. The Chairperson may sign and execute
with the Secretary or the Treasurer in the Name of the Corporation deeds,
contracts, or other instruments authorized by the Board of Directors .
The Chairperson will speak publicly for the Corporation and will have final
authority over all publications, press releases, newsletters, etc., issued
in the name of the Corporation.
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Section 3
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Vice President: The Vice President shall in case of the absence
of the Chairperson possess all his or her powers.
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Section 4
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Treasurer: The Treasurer shall manage the funds and securities of
the Corporation and the deposits of such funds in the name of the Corporation
in such banks or other depositaries as shall be designated by the Board
of Directors, render periodical financial reports at the meetings of the
Board of Directors and Membership and at such other times as shall be requested
by the Board of Directors, and in general perform all of the duties incident
to the office of Treasurer and such other duties as from time to time may
be assigned by the Board of Directors or the Chairperson.
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Section 5
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Secretary: The Secretary shall keep a proper record of all meetings
of the Corporation and of the Board of Directors; shall keep all records
of attendance at meetings, ensure that books, reports, statements, certificates,
and all other documents required by law for a New York State non-profit
corporation are properly maintained and filed; and in general perform all
of the duties incident to the office of Secretary and such other duties
as from time to time may be assigned by the Board of Directors or the Chairperson.
The Secretary shall be custodian of the seal of the Corporation. The Secretary
will be responsible for the preparation and issuance of notices of meeting
setting forth the purpose and agenda for each meeting.
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Section 6
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Eligibility: All members shall be eligible for election to and may
serve as officers of the Corporation, except that in order to serve as
Chairperson and President and Vice President, the member must also have
been elected to the Board of Directors.
The seal of the Corporation shall consist of a flat-faced circular die
with the following words cut or engraved around its perimeter "West Side
Neighborhood Association of Binghamton, New York, Inc." - or other appropriate
name - and the year of its incorporation in the center thereof.
These By-Laws or any of them may be altered, amended or repealed, and new
By-Laws may be adopted, at any annual meeting of members, or at any special
meeting of the members called for that purpose, by a vote of a majority
of the members present in person or by written proxy. The Board of Directors
shall also have the power, by a majority vote of the whole board, to propose
to alter or amend or repeal the By-Laws or any of them, and to adopt new
By-Laws; provided that any such recommendation shall be approved by the
members by majority vote within 21 days.
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Last revised November 26, 2002
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