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REVISED BY-LAWS, INCLUDING ALL AMENDMENTS AS OF MARCH 1ST, 2008

BY-LAWS OF AMALGAMATED WARBASSE HOUSES, INC.

Organized Pursuant to the Limited-Profit Housing

Company Law

ARTICLE I.

DECLARATION OF PURPOSES:

          SECTION 1. This Corporation is organized under and pursuant to the Limited-Profit Housing Companies Law of the State of New York and with the approval of the Commissioner of Housing and Community Renewal.

          The object of the Corporation is to construct and operate adequate, safe and sanitary housing accommodations for persons of low income, in accordance with cooperative principles, subject to the provisions and limitations of the Limited-Profit Housing Companies Law and the Rules and Regulations promulgated by the Commissioner of Housing and Community Renewal.

ARTICLE II.

SECTION 1. Place of Meetings.

          Meetings of Stockholders shall be held at the principal office of Corporation or at such place within the City of New York as the Board of Directors shall authorize.

          SECTION 2. Annual Meeting.

          The Annual Meeting of the Stockholders shall be held between May 20th and June 10th of each year on a date authorized by the Board of Directors.

          SECTION 3. The Commissioner of Housing and Community Renewal or his duly authorized representative shall be notified in writing of and shall have the right to attend all meetings of the Stockholders of the Company.

          SECTION 4. Special Meetings.

          Special Meetings of the Stockholders may be called by the Board of Directors, the President or the New York State Commissioner of the Division of Housing and Community Renewal and shall be called by the President or the Secretary at the request in writing of a majority of the Board of Directors or at the request in writing by Stockholders owning 25% of the shares issues and outstanding. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at a Special Meeting shall be confined to the purposes stated in the notice.

          SECTION 5. Fixing Record Date.

          For the purpose of determining the Stockholders entitled to notice of or to vote at any meeting of Stockholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting of for the purpose of any other action, the Board of Directors shall fix, in advance, a date as the record date for any such determination of Stockholders. Such date shall not be more than sixty nor less then ten days before the date of such meeting, nor more than fifty days prior to any other action. If no record date is fixed it shall be determined in accordance with the provisions of the law.

          SECTION 6. Notice of Meeting of Stockholders.

          Written notice of each meeting of Stockholders shall state the purpose or purposes for which the meeting is called, the place, date and hour of the meeting and unless it is the Annual Meeting, shall indicate that it is being issued by or at the direction of the person or persons calling the meeting. Notice shall be given either personally or by mail to each Stockholder entitled to vote at such meeting, not less than ten nor more than sixty days before the date of the meeting. If mailed, the notice is given when deposited in the United States mail, with postage thereon prepaid, directed to the Stockholder at his address as it appears on the record of Stockholders, or, if he shall have filed with the secretary a written request that notices to him be mailed to some other address, then directed to him at such other address.

          SECTION7. Proxies. (NEW)

          All voting, including voting for Directors, shall be vive voce, paper ballots, machine ballots, internet or proxies, except as otherwise prescribed by the Statute or these By-Laws.

          SECTION 8. Voting.

          At all meetings of the Stockholders, when the manner of voting on decisions on questions is not specifically regulated by the statute or by these By-Laws, the decision of the question shall be determined by a vote of the majority of the Stockholders present at the meeting. Each Stockholder shall be counted in attendance and entitled to one vote for any and all purposes regardless of the number of shares held by such holder. When two or more persons are Stockholders and reside in the same apartment, they shall be counted in attendance as one Stockholder and entitled to one vote for any and all purposes. All voting, other than for Directors, shall be vive voce except as otherwise prescribed by the statute or these By-Laws.

          SECTION 8(a). Successive Meetings.

Nominations for Directors shall take place prior to all meetings called for the purpose of the election of Directors under the procedure authorized by the Board of Directors for that purpose. No nominations may be made during such meetings. Such meetings shall be adjourned for the election of Directors and shall occur on the date specified by the Board of Directors within the next succeeding three business days to locations on the Corporation’s grounds, where balloting shall take place.

SECTION 8(b). Quorum.

The presence in person or by proxy of 25% of the holders of outstanding stock entitled to vote shall be necessary to constitute a Quorum, but a lesser number may adjourn from time to time without notice other than an announcement at the meeting at which the requisite number of Stockholders shall not be present.

          SECTION 9. Order of Business.

          At all meetings of the Stockholders the following order of business shall be observed so far as consistent with the purposes of the meeting.

1.      Calling the roll of persons entitled to vote.

2.      Proof of notice of meeting.

3.      Reports, respectively, of President, Treasurer and Secretary.

4.      Reports of Committees, if any.

5.      Election of Directors.

6.      Transaction of such other business as may properly come before the meeting.

ARTICLE III.

SECTION 1. Number and Qualifications of Directors.

          (a). The number of Directors shall be not less than three nor more than fifteen, as the Stockholders at any Annual Meeting or at a Special Meeting called for that purpose, or the Board of Directors shall decide, plus one additional Director who may be designated by the Commissioner of Housing and Community Renewal.

          (b). The total number of Directors, exclusive of the appointee of the Commissioner of Housing and Community Renewal shall be divided into three classes of five Directors each. At each Annual Meeting of the Stockholders, Directors shall be elected for the terms of three years to replace the Directors whose terms are expiring in that year.

          (c). Each Director, except the appointee of the Commissioner of Housing and Community Renewal, shall serve as Director until his successor has been elected and has been qualified. The Director who is appointed by the Commissioner of Housing and Community Renewal shall serve as a Director until his successor shall have been appointed by said Commissioner.

          (d). Directors, except the Commissioner of Housing’s designee, must be both Stockholders in good standing on the date of their election to the Board of Directors and Stockholders in good standing as of one year before the date of their nomination. A Stockholder in good standing is defined as a person who is not habitually indebted to the Corporation and who is not in violation of the By-Laws or rules and regulations which constitute a substantial obligation of the person’s tenancy or against whom legal proceedings have been commenced by the Corporation to enforce the By-Laws, occupancy agreement or rules and regulations.

          (e). Employees of the Corporation and their family members, except the Commissioner of Housing’s designee, may not serve as Directors. A family member of an employee is defined as any person, including a domestic partner, residing with the employee in an apartment within the Corporation’s premises. A family member, also, includes an employee’s husband, wife, son, daughter, stepson, stepdaughter, father, mother, stepfather, stepmother, brother or sister.

          SECTION 2. Compensation.

          No compensation shall be paid to Directors for their services as Directors. No remuneration shall be paid to a Director for services performed by him for the Corporation in any other capacity.

          SECTION 3. Vacancies.

          Any vacancy occurring in the Board of Directors by reason of death, resignation, removal or otherwise of any Director elected by the Stockholders, or by reason of any increase in the number of members constituting the full Board of Directors, may be filled by the unexpired term by a majority vote of the remaining Directors unless such remaining Directors are not sufficient to constitute a quorum, in which case a Special Meeting of Stockholders shall be called and such number of Directors shall be elected as may be necessary to constitute the full membership of the Board.

          SECTION 4. Meetings.

          Meetings of the Board of Directors may be held at any time upon call of the President, or any two members of the Board, or the Commissioner of Housing and Community Renewal or his duly authorized representative. Such meetings shall be held at the office of the Corporation except as otherwise determined and fixed from time to time by the Board of Directors.

          SECTION 5. Notice of Meetings and Waiver of Notice.

          Notice of each meeting of the Board, stating the time, place and objects thereof shall be given by mailing at last forty-eight hours before such meeting, or by telegraphing at least twenty-four hours before such meeting, a copy of such notice addressed to each Director at his last known post office address. Notice may be waived in writing by any Director. Any meeting at which all of the Directors are present, or of which those Directors who are absent have waived notice in writing, may be validly held without notice. The Commissioner of Housing and Community Renewal or his duly authorized representative shall be notified in writing of and shall have the right to attend all meetings of the Directors of the Company.

          SECTION 6. Quorum.

          A majority of the Board Directors shall constitute a quorum, and a majority of the members in attendance at any meeting of the Board shall, in the presence of a quorum, decide its actions; a minority of the Board present at any meeting may, in the absence of a quorum, adjourn to a later date but may not transact any other business.

          SECTION 7. Committees.

          The Board of Directors may, from time to time, appoint from its members Committees with such powers and duties as it shall determine.

          SECTION 8. Duties and Powers.

          The Board of Directors shall have entire charge of the property, interests, business and transactions of the Corporation, and may adopt such rules and regulations for the conduct of its meetings and management of the Corporation as it may deem proper, not inconsistent with law of these By-Laws. The Board of Directors may delegate to the Officers of the Corporation such powers and authority and assign to them such duties as the Board may been necessary, proper or appropriate to the effective prosecution of the Corporation’s business.

          SECTION 9. Removal of Directors.

          (a). A director may be removed for cause by resolution of the Board of Directors, provided that prior to his removal, such Director shall have received a notice of his proposed removal, delivered to him personally, or by mail at his address appearing upon the records of the Corporation, adoption of such resolution, and shall have had an opportunity to be heard on its proposed removal at a duly called meeting of the Board of Directors.

          (b). Any Director failing to attend at least one duly called meeting of the Board of Directors during a 90-day period without due cause, acceptable to a majority of the Board, shall be removed by resolution of the Board of Directors, provided that prior to his removal, such Director shall have received a notice of his proposed removal, delivered to him personally, or by mail at his address appearing upon the record of the Corporation, at least ten days prior to the adoption of such resolution, and shall have had an opportunity to be heard on his proposed removal at a duly called meeting of the Board of Directors.

          (c). Any Director who ceases to be a resident and a Stockholder of the Corporation shall be removed by resolution of the Board of Directors, provided that prior to his removal, such Director shall have received a notice of his proposed removal, delivered to him personally, or by mail at his address appearing upon the records of the Corporation, at least ten days prior to the adoption of such resolution, and shall have had an opportunity to be heard on his proposed removal at a duly called meeting of the Board of Directors.

          (d). Except for the Commissioner’s designee, if a Director or a Director’s family member becomes an employee of the Corporation, that Director shall be removed by resolution of the Board of Directors, provided that prior to his removal, such Director shall have received a notice of his proposed removal, delivered to him personally, or by mail at his address appearing upon the records of the Corporation, at least ten days prior to the adoption of such resolution, and shall have had an opportunity to be heard on his proposed removal at a duly called meeting of the Board of Directors.

ARTICLE IV.

OFFICERS

          SECTION 1. Election.

          The Board of Directors at its first meeting after the election of Directors in each year shall elect from its number a President and shall also elect a Vice President, a Secretary and a Treasurer. It may elect an Assistant Secretary and an Assistant Treasurer and such other Officers as in its discretion the needs of the Corporation may from time to time require.

          SECTION 2. Term of Office.

          All Officers of the Corporation shall be appointed to hold their respective offices during the pleasure of the Board of Directors, and any vacancy occurring in the office of the President, Vice President, Secretary or Treasurer or any other office shall be filled by the Board of Directors.

          SECTION 3. President.

          The President shall preside at all meetings of the Board of Directors, and shall act as Chairman at and call to order, all meetings of the Stockholders. Subject to the supervision and direction of the Board of Directors, the President shall have the general management of the affairs of the Corporation and perform all the duties incidental to his office.

          SECTION 4. Vice President.

          The Vice President shall, in the absence, disability or incapacity of the President, have the powers and perform the duties of the President, and those which the Board of Directors may assign to him from time to time.

          SECTION 5. Secretary.

          The Secretary shall keep the minutes of the meetings of the Directors and Stockholders; shall attend to the serving of notices of the meetings of the Directors and Stockholders; shall affix the seal of the Corporation to such certificates, documents and papers as may require it, except that from time to time the Board of Directors may direct such seal to be affixed by any other officer or officers; shall have charge of the stock certificate book and of such other books and papers as the Board of Directors may direct; shall attend to such correspondence as may be assigned to him; and shall perform all the other duties incidental to his office and those which the Board of Directors may from time to time designate.

          SECTION 6. Treasurer.

          The Treasurer shall be the Chief Financial Officer of the Corporation and shall have the care and custody of all the funds and securities of the Corporation and shall deposit the same in the name of the Corporation in such banks as the Directors may designate, subject to the approval of the Division of Housing and Community Renewal. He may be required by the Board of Directors to give such bonds as it shall determine for the faithful performance of his duties.

          SECTION 7. Assistant Secretary and Assistant Treasurer.

          The Assistant Secretary and the Assistant Treasurer shall, respectively, in the absence, disability or incapacity of the Officer to whom he is an assistant, have the powers and perform the duties of such Officer, and shall perform such other duties as may be assigned to them from time to time by the Board of Directors. They may be required by the Board of Directors to give such bonds as it shall determine, for the faithful performances of their duties.

          SECTION 8. Other Officers.

          Other Officers shall perform such duties and have such powers as much be assigned to them from time to time by the Board of Directors.

          SECTION 9. The Treasurer may at the same time hold the Office of Secretary or Assistant Secretary, but no other Office in the Corporation.

ARTICLE V.

OPERATION OF THE PROJECT AS A COOPERATIVE

          SECTION 1. Subject to the provisions of the statute, the Corporation will operate the project which it will develop in the Borough of Brooklyn, City and State of New York, as a cooperative, and in accordance therewith, shall pay, or allow, as and when determined by the Board of Directors, and approved by the Commissioner of Housing and Community after the payment of obligations, expenses, taxes and assessments, and the establishment of suitable reserves, a rebate or rebates of rent to each tenant cooperator in proportion to the rental payments made by him during the period in respect of which such rent rebate or rebates are allowed or paid. The monthly rentals paid by the tenant cooperators shall be deemed to be payment of their annual rental obligation, which shall be finally determined by the Board of Directors in the light of each year’s operating expenses, subject however, in all respects to the approval of the Commission of Housing and Community Renewal. The right to determine the method of management of the cooperative shall be subject to the approval of the Commissioner of Housing and Community Renewal.

          SECTION 2. Whenever the Stockholders at a duly convened meeting vote to amend the Certificate of Incorporation of the Corporation to increase the capital stock thereof, and such amendment is approved by the State Commissioner of Housing and Community Renewal, failure of any shareholder of the Corporation to subscribe for such increase in capital stock of the Corporation authorized but such amendment to the Certificate of Incorporation as such increase in the capital stock may be allocated to each rental room occupied by shareholders of the Corporation, shall be deemed a violation of a substantial obligation of the Occupancy Agreement of the shareholder and any such failure to so subscribe in accordance with the rules, regulations and directives of the Board of Directors as they may be approved by the New York State Commissioner of Housing and Community Renewal, shall authorize the Board of Directors to take action forthwith terminating such shareholder’s Occupancy Agreement, and in any such event, the provisions of Article VII, Section 3, Subdivision F, shall obtain.

ARTICLE VI. 

SIGNATURE OF INSTRUMENTS

Checks, notes, drafts and orders for the payment of money and obligations of the Corporation, and all contracts, mortgages, deeds and other instruments, except as otherwise in these By-Laws provided, shall be signed by such officer, officers, individual or individuals as the Board of Directors may from time to time designate.

ARTICLE VII

CAPITAL STOCK

          SECTION 1. Certificates.

          Certificates of stock shall be numbered and issued in consecutive order, shall be signed by the President or the Vice President, and by the Secretary or Assistant Secretary, or the Treasurer or Assistant Treasurer, and sealed with the seal of the Corporation; and in appropriate books of record shall be entered the name of the person owning the shares represented by each certificate, the number of shares and the date of issue. All certificates exchanged and returned to the Corporation shall be marked “cancelled”, with the date of cancellation by the President, a Vice President, the Secretary or Treasurer, and shall be filed among the corporate records of the Corporation.

          SECTION 2. Transfers.

          Shares represented by any certificate shall be transferable only as an entirety on the books of the Corporation by the holder in person or by attorney “in fact” upon surrender of the certificate for such shares.

          SECTION 3. Restrictions on Transfers.

          (a). No Stockholder shall have the right or power to sell, alienate or otherwise dispose of any share or shares of the stock of the Corporation without first offering said share or shares of stock for sale to the Corporation or its designee at a price which shall not exceed the sum of the consideration he paid for such shares plus (1) any capital assents and voluntary capital contributions paid by the selling Stockholder to the Corporation, to the extent not already included in the consideration paid for such shares and (2) a proportionate share of the actual aggregate amortization of the mortgage loan on the Corporation from the date of such selling Stockholder’s purchase of such shares as to the date of resale or the term of such mortgage from the date of such purchase or the mid-point of the term of such mortgage, whichever is later, to the date of said resale; provided that such proportion shall be in the same ratio to such aggregate amortization as the number of shares held by the Stockholder bears to the total number of shares issued in outstanding stock of the Corporation.

          (b). Such offer shall be made in writing, signed by such Stockholder, and sent by mail to the Corporation in a postpaid wrapper to the post office address of the Corporation, at its principal place of business, and such offer shall remain good for acceptance by the Corporation or a person designated by the Corporation, for a period of ninety (90) days from the date of mailing of such notice. Such offer shall constitute the Corporation an agent of the sale of the shares of stock to the Corporation or to such person as may be designated by the Corporation.

          (c). If the Corporation, or persons designated by it, within the said ninety (90) day period shall indicate that it, or the person designated by it, desires to purchase said shares of stock and shall give notice thereof in writing to the retiring Stockholder, the latter shall be bound, within thirty (30) days thereafter to transfer such shares and surrender his lease to the Corporation or the person designated by the Corporation, upon payment and receipt of the price herein provided.

          (d). In the event that the Corporation or the person designated by the Corporation shall not purchase said share or shares of capital stock of the Corporation within said ninety (90) days period, then and in such event only, the Stockholder shall have the right or power to sell, alienate or otherwise dispose of said share or shares of the capital stock of the Corporation to any persons acceptable to the Corporation, and to the Commissioner of Housing and Community Renewal, provided such person shall, upon the transfer of said shares, enter into a non-proprietary lease with the Corporation for the premises formerly occupied by the retiring Stockholder for a term and upon the same terms and conditions contained in the non-proprietary lease between the Stockholder and the Corporation; the Corporation will not, however, unreasonably withhold its acceptance of any person to whom the Stockholder proposes to sell such shares as aforesaid.

          In the event that the Stockholder does not sell his stock to any person within six (6) months after his right to do so has accrued, then and in such event he must again notify the Corporation of his intent to transfer his shares and he shall again be bound by the provisions of Paragraphs A, B, C and D of this Article VII, Section 3.

          (e). If any case the retiring Stockholder, after becoming bound to sell, convey or transfer his shares to the Corporation or such other person as may be designated by the Corporation defaults in transferring said shares, the Corporation or such other person as may be designated by the Corporation shall, after notice to and approval by the Commissioner of Housing and Community Renewal, hold the purchase money in trust for the retiring Stockholder, or his executors, administrators or assigns and shall substitute the name of the purchaser upon the books of the company in place of the name or the retiring Stockholder. After the name of the purchaser has been entered on the books of the Corporation in the exercise of the aforesaid powers, the validity of the proceedings shall not be questioned by any person and the corporation or such other person as may be designated by the Corporation shall be deemed and taken to be the owner of such shares.

          (f). In the event that the Stockholder shall have defaulted in the payment of any obligation arising under his lease with the Corporation or shall, apart from said lease, become indebted to the Corporation, or in the event of the termination of the lease or the recovery of possession of the apartment by the leaser under any of the provisions of the lease, or in the event of the violation by the Stockholder of any provisions of Article VII, Section 3 of these By-Laws, the Stockholder shall forthwith surrender to the Corporation the certificate representing the shares of capital stock of the Corporation owned by the Stockholder and upon the failure or refusal of the Stockholder so to surrender said shares of stock, the same shall, after notice to and approval by the Commissioner of Housing and Community Renewal, be automatically cancelled and rendered null and void and the Corporation may issue a new certificate or certificates in their place and stead and such new certificate or certificates shall represent the same shares as were represented by the original certificate or certificates. The stock represented by the certificate or certificates so surrendered or by such new certificate or certificates may be sold by the Corporation at public or private sale, without notice, and the proceeds applied toward all indebtedness of the Stockholder, and the Corporation shall remit any balance after payment of the expenses of sale to the Stockholder, who shall remain liable for any deficiency.

          (g). No Stockholder shall have the right or power to pledge or otherwise encumber any share or shares of the Corporation which may have been issued by the Corporation.

          (h). The provisions of this Article VII shall be binding upon any executor, administrator or other legal representative and successors and assigns of every Stockholder. Any person, other than a surviving spouse, acquiring through will or descent, or by conveyance to take effect at death, any share or shares of the capital stock of the Corporation shall be bound to offer the same for sale or transfer to the Corporation upon the terms hereinabove set forth in this Article VII, Section 3 of the By-Laws.

          The certificates of stock shall bear a legend to the effect that the right to pledge, encumber, sell, alienate or otherwise dispose of the share or shares represented by such certificate is restricted as provided in this Article VII, Sections 2 and 3.

          SECTION 4. The Corporation shall be entitled to treat the holder of record of any share or shares of capital stock to the Corporation as the holder in fact thereof, and shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, except as expressly provided by the laws of the State of New York.

          SECTION 5. The Corporation shall have a lien upon the share of stock or any Stockholder and upon all monies due and owing by the Corporation to any Stockholder for any and all debts owed to the Corporation by such Stockholder. The Board of Directors may refuse to approve a transfer of any shares upon which the Corporation has such a lien.

          SECTION 6. As used in this Article, the words “stock”, “shares of stock” and “certificates of stock” shall include any interest in the Corporation, and the word “Stockholders” shall include the owner or holder of any such interest.

ARTICLE VIII

AMENDMENTS

          These By-Laws may be amended, repealed or altered, in whole or in part, by vote of a majority of the Stockholders of the Corporation at any duly called Annual or Special Meeting of the Stockholders, provided the proposed amendment is set forth in the Notice of the Meeting. The Board of Directors shall not alter or repeal any By-Laws adopted by the Stockholders of the Corporation, but may adopt additional By-Laws, in harmony therewith, which may be amended or altered by the Stockholders at the next Annual Meeting or at a Special Meeting of the Stockholders called for this purpose. Any and all amendments or changes of these By-Laws shall not take effect until approval thereof by the Commissioner of Housing and Community Renewal.

ARTICLE IX

SEAL

          The seal of the Corporation shall be circular in form and shall bear the name of the Corporation, the words “Corporate Seal”, the year of incorporation and the words “New York” as follows.


Copyright © 2008 Amalgamated Warbasse Houses, Inc.