Article I: Identity
Hamilton Heights Homeowners Association (“The Association”) is a group of concerned home, cooperative and condominium owners formed in 1980, incorporated in 1986, and granted exemption from Federal Income Tax under Section 501c(3) of the Internal Revenue Code in April, 1987.
Article II: Purpose
The purpose of the Association is to provide property owners with useful information about the neighborhood and owning residential property, and to seek solutions to community problems and enhance the quality of life in the neighborhood.
Article III: Membership
Section 1. Membership. Membership in the Association is open to any residential property owners in the area from 135th Street to 155th Street and from Riverside Drive to Edgecombe Avenue who subscribe to the goals and purposes of the Association.
Section 2. Membership Dues. Membership dues payable to the Hamilton Heights Homeowners shall be $25.00 per household per year or $65.00 per household for any consecutive three—(3) year period.
Article IV. Meetings
Section 1. General Membership Meetings. General membership meetings shall be held monthly on the third Saturday of each month, with the exception of July and August.
Section 2. Annual Meeting. The annual meeting of the general membership shall be held on the third Saturday in June.
Article V. Board of Directors
The Board of Directors shall consist of officers and executive cabinet members as defined in Article VI.
Article VI. Officers
Section 1. Officers. The officers of the Association shall be a President, a Secretary, a Treasurer, and such other officers, including one or more Vice Presidents, as the general membership may from time to time appoint or elect. No instrument required to be signed by more than one officer may be signed by one person in more than one capacity.
Section 2. Other Agents, etc. The Board of Directors may from time to time appoint such agents as it shall consider necessary, each of whom shall hold office during the pleasure of the Board of Directors, and shall have such authority, perform such duties and receive such reasonable compensation, if any, as the Board of Directors may from time to time determine.
Section 3. President. Powers and Duties. The President shall preside at all general membership meetings and all meetings of the Board of Directors. He/she shall generally manage and supervise the affairs of the Association. The President shall also appoint an Executive Cabinet from the general membership to perform the following functions: Membership Communication, Hospitality, and Program Development. This Cabinet plus the officers noted in Article VI, Section 1 shall constitute the Board of Directors.
Section 4. Vice Presidents: Powers and Duties. In the absence of the President, the Vice Presidents, in the order designated by the Board of Directors, shall in general perform the duties of the President
Section 5. Secretary: Powers and Duties. The Secretary shall act as secretary of all meetings of the Board of Directors and of the general membership and shall keep the minutes of all such meetings, shall maintain official records of the Association, including Articles of Incorporation, by-laws, and minutes. The Secretary shall also perform such duties as shall from time to time be assigned by the Board of Directors.
Section 6. Treasurer. Powers and Duties. The Treasurer shall have the custody of all funds and securities of the Association which may come into his/her/her hands. He/she shall keep or cause to be kept complete and accurate accounts of receipts and disbursements of the Association, and shall deposit all moneys and other valuable effects of the Association in the name and to the credit of the Association in such banks or depositories as the Board of Directors may designate. Annually, he/she shall render a statement of his/her accounts to the membership. He/she shall at all reasonable times exhibit his/her books and accounts to any officer or director of the Association and shall perform all duties incident to the officer of Treasurer, subject however to the control of the Board of Directors. The Treasurer shall, if required by the Board of Directors, give such security for the faithful performance of his/her duties as the Board of Directors may require.
Article VII. Election and Term of Office.
Section 1. Elections. Officers of the Association shall be elected by a majority of the general membership at the annual meeting every 2 years by members who have paid dues for the calendar year in which the election takes place.
Article VII. Nomination Process
Section 1. Nominating Committee. A Nominating Committee for the election of candidates for office shall be formed in March consisting of 5 members. The President of the Association will appoint the Chair of the Committee and the general membership shall select the remaining four members. The Nominating Committee shall be responsible for (1) coordinating the selection of candidates for office, (2) determining the eligibility of such candidates, (3) ensuring that ballots are mailed to Association members, (4) tabulating votes, (5) ensuring that votes of only those members who are paid members are counted, and (6) reporting results of the election at the June meeting.
Section 2. Eligibility Requirements. Any member of the Association is eligible to run for office provided he/she has been a paid member in good standing of the Association for at least one-year.
Section 3. Membership Voting Procedures. Ballots with the names of candidates shall be mailed to the general membership 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 IX. Board of Advisors.
Section 1. The Board of Directors may appoint from time to time any number of persons as advisors of the Association to act either singly or as a committee or committees. Each such advisor shall hold office during the pleasure of the Board of Directors, and shall have only such authority or obligations as the Board of Directors may from time to time determine.
Section 2. No advisor of the Association shall receive, directly or indirectly, any salary, compensation or emolument there from for any service rendered to the Association by such advisor, except that the Board of Directors may authorize reimbursement of expenditures reasonably incurred on behalf of activities for the benefit of the Association.
Article X. Assets of the Association.
Section 1. Investments. The funds of the Association may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal or otherwise, or stocks, bonds or other securities, as the Board of Directors may consider desirable.
Section 2. Checks. Notes and Contracts. The Board of Directors is authorized to select such banks or depositories, as it shall deem proper for the funds of the Association. The Board of Directors shall determine who shall be authorized from time to time on the Corporation’s behalf to sign checks, drafts, or other orders for the payment of money, acceptances, notes or other evidences of indebtedness, to enter into contracts, or to execute and deliver other documents and instruments.
Section 3. Restrictions and Limitations. Any withdrawal of funds from any Association account shall require the signature of two officers. No officer, individually or in concert with any other officer, shall legally or contractually bind the Association to a financial obligation or expenditure in excess of $1,500 without approval of the general membership.
Article XI. Fiscal Year. The fiscal year of the Association shall begin January 1 and end December 31.
Article XII. Indemnification. The Corporation may, to the fullest extent now or hereafter permitted by law, indemnify and any person made or threatened to be made, a party to any action, suit or proceeding by reason of the fact that he/she (or a person of whom he/she is the level of personal representation or heir legatee) is or was a director, officer, employee, or other agent of the Corporation, or of any other organization served by him in any capacity or the request of the Corporation, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees.
Article XIII. Amendments. These by-laws may be amended at any meeting of the membership of the Association by a vote of the majority of the paid members.