By-Laws

BY-LAWS OF SOUTH END IMPROVEMENT CORPORATION

ARTICLE I

NAME

The name of the Corporation is SOUTH END IMPROVEMENT CORPORATION (hereinafter referred to as the Corporation).


ARTICLE II

PURPOSE AND OBJECTIVES

Section 1. Purpose. The Corporation shall be a not-for-profit organization formed for the following civic purposes:

a.) To sponsor and encourage educational and informational activities, particularly those which are designed to educate the public on a non-discriminatory basis with respect to the rehabilitation of housing, including but not limited to:

i. The fostering of greater appreciation of the architectural and historical significance of the existing housing in the South End Environs area of Albany, New York;

ii. Methods and techniques of rehabilitation;

iii. The availability and securing of financial assistance.

b.) To aid and assist in the development of projects, research and other activities in cooperation with Federal, State and local governmental agencies, civic and community organizations, banking institutions, insurance companies and other lenders both public and private for elimination of slums, blight, and blighting influences.

c.) To aid, assist, and foster the planning and replanning development, renewal, redevelopment and improvement of housing conditions principally in the South End Environs area in the City of Albany, County of Albany, State of New York, thereby encouraging city living and the residential character of the area.

d.) To provide information and other aid in the repair, rehabilitation and restoration of existing, endangered, dilapidated and/or sub-standard dwelling units.

e.) In furtherance of these purposes, this Corporation shall have all the powers enumerated in Section 202 of the Not for Profit Corporation Law of the State of New York.

Section 2. Objectives. The Corporation shall pursue its purposes as stated herein principally in an area bounded by:

On the East by the Hudson River; on the North by Rensselaer Street/Morton Avenue, to Oneida Terrace; on the West by Oneida Terrace/Slingerland Street/Frisbee Street to the McCarty Avenue on the South by McCarty Avenue to the Hudson River.

ARTICLE III

OFFICERS

Section 1. Titles. The officers of the Corporation shall consist of a President, Vice President, a Secretary and a Treasurer.

Section 2. Duties of Officers.

a.) President

The President shall preside at all meetings of the Corporation and of the Board of Directors; the President with the Treasurer, may sign and execute, in the name of the Corporation, deeds, contracts and other instruments authorized by the Board of Directors except in cases where the signing and execution shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.

b.) Vice President

The Vice President shall in case of the absence or inability to act of the President possess all his or her powers.

c.) Secretary

The Secretary shall cause to be kept a proper record of all meetings of the Board of Directors, shall keep all records of attendance at meetings, see that books, reports, statements, certificates and all other documents and records required by law are properly kept and filed and in general perform all 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 of the President, and in addition the Secretary shall be custodian of the seal of the Corporation and see that it be affixed to documents the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with these By-laws, and shall attest to the validity of such seal and of copies of any corporate documents.

d.) Treasurer

The Treasurer shall manage the funds and the securities of the Corporation and the deposit of such funds in the name of the Corporation in such banks or other depositories as shall be designated by the Board of Directors, render a financial report at the meetings of the Board of Directors and such other times as shall be requested by the Board of Directors and in general perform all the duties incident to the office of the Treasurer and such other duties as from time to time may be assigned by the Board of Directors, or the President, and shall, with the President sign and execute, in the name of the Corporation, deeds, contracts or other instruments authorized by the Board of Directors except in cases where the signing and execution shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.

Section 3. Election and Tenure. All officers shall be elected at the first meeting of the Board of Directors after the commencement of the Fiscal Year by a majority vote. Elections shall be by secret ballot except upon unanimous consent of the Board Members present at such meeting. Each officer shall be elected for a one year term and shall assume office immediately upon election except that each officer shall continue in office until his or her, as the case may be, successor is elected.

Section 4. Eligibility. Only a member of the Board of Directors shall be eligible to be elected as an officer of the Corporation.

Section 5. Resignation. Any officer may resign at any time by presenting a written notice of resignation at any regular or special meeting of the Board of Directors. Such resignation shall take effect upon receipt unless otherwise specified therein.

Section 6. Vacancies. If a position of officer shall become vacant during the year, in the absence of any other provision such vacancy shall be filled by a majority vote of the remaining members of the Board of Directors. Persons so elected shall serve until their successors are elected at the next general election of officers.

ARTICLE IV

BOARD OF DIRECTORS

Section 1. The Board of Directors shall be charged with the direction and management of the Corporation.

Section 2. The Board of Directors shall consist of not less than seven (7) members nor more than fifteen (15) members. The majority of such members shall legally reside within the area described in Article II, Section 2.

Section 3. Not less than 60 per cent of the members of the Board of Directors shall reside within the area described in Article II, Section 2. The remainder of the Board shall be composed of persons concerned with the purposes of this Corporation who reside outside of the area described above.

Section 4. The directors shall be divided into two (2) classes, herby designated classes 1 and 2 respectively. There shall be a minimum of three (3) elected directors in each class. The initial directors and their respective classes shall be:

Class 1

Class 2

The term of office of the initial class 1 directors shall expire at the next annual meeting of members, the term of office of the initial class 2 directors shall expire at the second succeeding annual meetings of members. The initial Board of Directors has been designated herein and thereafter the directors shall be elected by a majority vote at the annual meeting of members or at any meeting held in line thereof. After such initial classification, directors elected to replace those whose terms expire at each annual meeting shall be elected to hold office for a full two (2) year term and until their successors are elected and have qualified.

Section 5. If the number of elected directors is changed, any newly created directorships or any decrease in directorships shall be apportioned among the classes as equally as possible.

Section 6. Meetings. The Board of Directors shall meet at the call of the President or upon the request in writing to the Secretary by at least two members of the Board of Directors. In any case, however, not more than thirty days nor less than five days prior notice of the time and place of such meetings shall be given by the Secretary to each director.

Section 7. Quorum. The presence of more than one-half of the members of the Board of Directors shall constitute a quorum.

Section 8. Removal and Recall of Board Members. A Director of the Corporation may be removed for cause at any time by the affirmative vote of a majority of the entire Board, provided that there shall have been included in the notice of such meetings notice of the intention to remove such Director. The absence of any Director from any three consecutive meetings shall constitute cause for removal.

Section 9. Resignation. Any Director may resign at any time by giving written notice to the Board at any meeting thereof. Such resignation shall take effect upon receipt unless otherwise specified therein.

Section 10. Vacancy. A vacancy on the Board of Directors shall be filled in the same manner as the original selection of that Director as set forth in Article IV, Section 1 hereof.

Section 11. Tenure. The tenure of each Director shall be one year and each Director shall assume office immediately upon election and shall continue to serve until her or his successor is qualified.

ARTICLE V

COMMITTEES

The Board of Directors shall appoint such committees as it deems appropriate in furtherance of the purposes and objectives of the Corporation. Such committees shall exist at the pleasure of the Board of Directors.

ARTICLE VI

FISCAL YEAR

The fiscal year shall commence June 1st of each year.


AFTICLE VII

AMENDMENT

Amendment of these By-laws may be made at any meeting of the Corporation provided that notice of the proposed amendment shall have been included in the call for the meeting. An affirmative vote of two-thirds of those members of the Board present shall be required to amend.

ARTICLE VIII

SEAL

The seal of the Corporation shall consist of a flat faced circular die with the following words cut or engraved around the perimeter “South End Improvement Corporation, Albany, New York” and the words “Incorporated 1978” in the center thereof.

ARTICLE IX

LIMITATIONS

No part of the net earnings of the Corporation, if any, shall inure to the benefit of any Director. No substantial part of the activities of the Corporation shall involve attempts to influence legislation by propaganda or otherwise and the Corporation shall not participate in any way in political campaigns on behalf of any candidate for public office.

ARTICLE X

DISSOLUTION

In the event of the dissolution of the Corporation, the residual assets will be turned over to an organization which is itself exempt under Section 501 of the Internal Revenue Code and whose goals are compatible with those of the South End Improvement Corporation. None of the assets shall be distributed to the benefit of any private individual.