By Laws

BY-LAWS

OF

COMMITTEE TO PROTECT OUR LENOX HILL NEIGHBORHOOD, INC. 

(formed under the New York Not-for-Profit Corporation Law) 

ARTICLE I 

Members

Section 1.1 Who Shall be Members; Qualifications. The initial Members of the Corporation shall be the cooperative corporations named on a separate list maintained by the Board of Directors, but may also consists of such other cooperative corporations, other entities or individuals as may be elected to Membership from time to time by the other then-acting Members, either by majority vote at any meeting in accordance with Section 1.9 of these By- Laws, or on unanimous written consent, in accordance with Section 1.10 of these By-Laws. 

At the Board’s discretion, two or more cooperative corporations, other entities or individuals may collectively qualify and be elected to the Membership as a single Member, including jointly paying any required fees, dues or assessments necessary for Membership, and such cooperative corporations, other entities or individuals so elected collectively shall have all the rights and privileges conferred herein. 

Section 1.2 Transfer and Term of Membership; Removal and Termination. Membership in the Corporation shall not be transferable. Unless a shorter term shall be specified by the other Members at the time of a Member’s election, the term of office of the Member shall be three years. 

A Member may be removed from Membership at any time by majority vote of the other then-acting Members at any meeting in accordance with Section 1.9 of these By-Laws. Any Member which does not pay any fees, dues or assessments on the terms approved by the Board of Directors in accordance with Section 1.11 of these By-Laws shall have its membership terminated and shall no longer be entitled to any rights, powers or privileges as a Member. 

Section 1.3 Annual Meeting. A meeting of the Members shall be held annually for the election of directors and the transaction of other business on a business day fixed by the Board of Directors. 

Section 1.4 Special Meetings. Special meetings of the Members may be called at any time by the Chairman of the Board, if any, by the Vice Chairman of the Board, if any, or by the Board of Directors. Such meetings may be convened by Members entitled to cast ten percent of the total number of votes entitled to be cast at such meeting, who may, in writing addressed to the Secretary of the Corporation, demand the call of a special meeting specifying the date and month thereof, which shall not be less than two months nor more than three months from the date of such written demand. The Secretary of the Corporation upon receiving the 

written demand shall promptly give notice of such meeting, or if the Secretary shall fail to do so within five business days thereafter, any Member signing such demand may give such notice. 

Section 1.5 Place of Meetings. Meetings of the Members may be held at such place, within or without the State of New York, as may be fixed by the Board of Directors from time to time. 

Section 1.6 Notice of Annual and Special Meetings of Members. Notice of each meeting of Members shall be given in writing by the Secretary and, unless it is an annual meeting, indicate that it is being issued by or at the direction of the person or persons calling the meeting, and shall state the place, date and hour of the meeting, and the purpose or purposes for which the meeting is called. 

A copy of the notice of any meeting shall be given, personally, by facsimile, by email or by mail, to each Member entitled to vote at such meeting. If the notice is given personally, by facsimile, by email or by first class mail, it shall be given not less than ten nor more than fifty days before the date of the meeting; if mailed by any other class of mail, it shall be given not less than thirty nor more than sixty days before such date. Notices shall be deemed to have been given by mail when deposited in the United States mail, by facsimile or email at the time electronically sent and by messenger at the time of delivery by the messenger. Notices by mail, facsimile, email or messenger shall be sent to each Member at the address designated by such Member for that purpose, or, if none has been so designated, at such Member’s last known residence or business address. Oral notices of meetings shall not be permitted.

When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. 

Attendance of a Member at a meeting shall constitute a waiver of notice of such meeting. In addition, notice of any meeting may be waived in writing by any Member before or after the date and time of the meeting, if the waiver is signed by the Member and given to the Secretary for inclusion in the minutes or filing with Corporation’s records. 

Section 1.7 Quorum of Members. Members entitled to cast one-third (1⁄3) of the total number of votes entitled to be cast shall constitute a quorum at a meeting of Members for the transaction of any business. The Members who are present in person or by proxy and who are entitled to vote may, by a majority of votes cast adjourn the meeting despite the absence of a quorum. Participation in a meeting through use of conference telephone constitutes presence in person at that meeting as long as all Members participating in the meeting are able to hear one another. 

Section 1.8 Proxies. Every Member entitled to vote at a meeting of Members or to express consent or dissent without a meeting may authorize another person or persons to act for such Member by proxy. Every proxy must be signed by the Member or such Member’s attorney-in-fact. No proxy shall be valid after the expiration of eleven months from the date 

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thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Member executing it, except as otherwise provided by law. 

Section 1.9 Vote of Members. Except as otherwise required by law or the Certificate of Incorporation, directors shall be elected by a plurality of the votes cast at a meeting of the Members entitled to vote in the election. Whenever any corporate action, other than the election of directors, is to be taken by vote of the Members, it shall, except as otherwise required by law or by the Certificate of Incorporation, be authorized by a majority of the votes cast at a meeting of Members by the Members entitled to vote thereon. 

Section 1.10 Action by Members Without a Meeting. Whenever Members are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by all of the Members entitled to vote thereon. Written consent thus given by all Members entitled to vote shall have the same effect as a unanimous vote of the Members and any certificate with respect to the authorization or taking of any such action which is delivered to the Department of State shall recite that the authorization was by unanimous consent. 

Section 1.11 Fees, Dues and Assessments. The Corporation may, with the approval of the Board of Directors acting pursuant to Section 2.4 of these By-Laws, levy initiation fees, dues and assessments on the Members. The failure of a Member to pay such fees, dues and assessments on the terms approved by the Board of Directors shall, upon ten (10) business days’ notice to the Member, result in termination of membership as provided in Section 1.2 of these By-Laws. 

ARTICLE 2 

Board of Directors 

Section 2.1 Power of Board and Qualifications of Directors and Alternates. The Corporation shall be managed by its Board of Directors. Each director shall be at least eighteen (18) years of age. Each Member shall be entitled to designate one individual for election as a director. Each Member that is a cooperative corporation, other entity or individual shall be entitled to temporarily appoint an alternate for each such director who, in the absence of such director from a meeting of the Board of Directors, may, upon written notice to the Secretary, attend such meeting and exercise therein the rights, powers, and privileges of the absent director. Each director representing a Member that is a cooperative corporation, other entity or individual, and any alternate for each such director, shall be a shareholder and resident of such cooperative. The appointment of an alternate is only effective for the meeting specified in the written notice to the Secretary. As such, an alternate must be appointed for each meeting, if necessary. 

Section 2.2 Number of Directors. The number of directors constituting the entire Board of Directors shall be such number as may be fixed by the Board of Directors from time to time, but in no event fewer than three (3). A majority of the total number of directors entitled to vote which the Corporation would have, prior to any increase or decrease, if there were no vacancies, may amend this By-Law to increase or decrease the number of directors, 

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provided that no decrease shall shorten the term of any incumbent director and provided further that the number of directors shall never be less than three (3). 

Section 2.3 Election and Term of Directors. Before each annual meeting of the Board of Directors, the Members shall elect directors to succeed the directors whose terms are expiring, each new director to hold office for a term of one year until the next annual meeting of the Board of Directors and until his successor has been elected and qualified. 

Section 2.4 Quorum of Directors and Action by the Board. Unless a greater proportion is required by law or by the Certificate of Incorporation or by these By-Laws, one- third (1⁄3) of the entire Board of Directors entitled to vote shall constitute a quorum for the transaction of business or of any specified item of business, and, except as otherwise provided by law or by the Certificate of Incorporation or these By-Laws, the vote of a majority of the directors present at the meeting at the time of such vote, if a quorum is then present, shall be the act of the Board. Notwithstanding the foregoing, a majority of the entire Board of Directors entitled to vote shall constitute a quorum for approving any fees, dues or assessments payable by the Members in accordance with Section 1.11 of these By-Laws. 

The Certificate of Incorporation or By-Laws may be amended to provide for a greater quorum or to provide for a greater number of directors that shall be necessary for the transaction of business or any specified item of business, provided such amendment is authorized by vote of two-thirds (2⁄3) of the entire Board entitled to vote thereon. 

Section 2.5 Meetings of the Board. An annual meeting of the Board of Directors shall be held in each year directly after the Members have elected the Board of Directors on such date as may be determined by the Board of Directors. 

Regular meetings of the Board shall be held at such times as may be fixed by the Board. Special meetings of the Board may be held at any time whenever called by the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, any two directors or ten percent of the Members. 

Meetings of the Board of Directors may be held at such places within or without the State of New York as may be fixed by the Board for annual and regular meetings and in the notice of meeting for special meetings. 

No notice need be given of annual or regular meetings of the Board of Directors. Notice of each special meeting of the Board shall be given to each director either by mail not later than noon, New York time, on the tenth (10th) business day prior to the meeting or by facsimile or email sent, or written message hand-delivered, to the director not later than noon, New York time, on the fifth (5th) business day prior to the meeting. Notices shall be deemed to have been given by mail when deposited in the United States mail, by facsimile or email at the time electronically sent and by messenger at the time of delivery by the messenger. Notices by mail, facsimile, email or messenger shall be sent to each director at the address designated by him or her for that purpose, or, if none has been so designated, at his or her last known residence or business address. Oral notices of meetings shall not be permitted. 

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A notice, or waiver of notice, need not specify the purpose of any meeting of the Board of Directors. 

Notice of a meeting of the Board of Directors need not be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting the lack of notice to him or her, either prior to or at the commencement of such meeting. Such waiver of notice may be written or electronic. If written, the waiver must be executed by the director by signing such consent or causing his or her signature to be affixed to such waiver by any reasonable means, including but not limited to facsimile signature. If electronic, the transmission of the waiver must be sent by email and set forth, or be submitted with, information from which it can reasonable be determined that the transmission was authorized by the director. 

A majority of the directors present who are entitled to vote, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of any adjournment of a meeting to another time or place shall be given in the manner described above to the directors who were not present at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors. 

Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, any one or more members of the Board of Directors or of any committee designated by the Board who is not physically present may participate in a meeting of the Board or of any committee via conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and each director can participate in all matters before the Board, and such participation shall constitute presence in person at the meeting. 

Section 2.6 Informal Action by Directors; Meetings by Conference Telephone. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken by the Board may be taken without a meeting if all directors consent in writing to the adoption of a resolution authorizing the action. Such consent may be written or electronic. If written, the consent must be executed by the director by signing such consent or causing his or her signature to be affixed to such consent by any reasonable means, including but not limited to facsimile signature. If electronic, the transmission of the consent must be sent by email and set forth, or be submitted with, information from which it can reasonably be determined that the transmission was authorized by the director. The resolution and the written consents thereto by the directors shall be filed with the minutes of proceedings of the Board. 

Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, the directors or any committee designated by the Board may participate in a meeting of the Board or of any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and such participation shall constitute presence in person at the meeting. 

Section 2.7 Resignations. Any director of the Corporation may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary of 

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the Corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. 

Section 2.8 Removal of Directors. Any one or more of the directors may be removed with or without cause by action of the Board of Directors, provided there is a quorum of not less than a majority of the entire Board present if such action is taken at a meeting of the Board rather than by consent in accordance with Section 2.6. Any one or more or all of the directors may be removed with or without cause at any time by action of the Members, provided that written notice of his removal is given to any director so removed. 

Section 2.9 Newly-Created Directorships and Vacancies. Newly-created directorships, resulting from an increase in the number of directors, and vacancies, occurring in the Board of Directors for any reason, may be filled by vote of the Members. If there shall be fewer than three directors serving at any time, the Members shall name at least such number of directors as shall be necessary to have three directors in office. A director elected to fill a vacancy shall hold office until the next annual meeting of the Board and until his or her successor is elected and qualified. 

Section 2.10 Purchase, Sale, Mortgage or Lease of Real Property. No purchase of real property shall be made by the Corporation, and the Corporation shall not sell, mortgage or lease its real property, unless authorized by the vote of two-thirds of the entire Board of Directors. 

Section 2.11 Annual Report. The Board of Directors shall direct the President and Treasurer of the Corporation to present at the annual meeting of the Members a report, verified by the President and Treasurer or by a majority of the directors, or[] showing in appropriate detail the following: 

(a) the assets and liabilities, including any trust funds, of the Corporation as of the end of a twelve-month fiscal period terminating not more than six months prior to said meeting; 

(b) the principal changes in assets and liabilities, including any trust funds, during said fiscal period; 

(c) the revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, during said fiscal period; 

(d) the expenses or disbursements of the Corporation, for both general and restricted purposes, during said fiscal period; and 

(e) the number of Members of the Corporation as of the date of the report together with a statement of increase or decrease in such number during said fiscal period, and a statement of the place where the names and places of residence of current Members may be found. 

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The annual report shall be filed with the records of the Corporation and a copy or abstract thereof entered in the minutes of the proceedings of the annual meeting of the Members. 

ARTICLE 3 

Committees

Section 3.1 Executive Committee and Other Standing Committees. The Board of Directors, by resolution adopted by a majority of the entire Board, may designate from among its Members an Executive Committee and such other committees of the Board, each consisting of three (3) or more directors, and each of which, to the extent provided in the resolution, shall have all the authority of the Board, except that no such committee shall have authority as to the following matters: 

any committee; 

(a) (b) 

(c)

filling vacancies in the Board of Directors or in any committee; fixing compensation of the directors for serving on the Board or on 

amending or repealing the By-Laws or adopting new By-Laws; 

amending or repealing any resolution of the Board which by its or repealed; 

electing or removing officers and directors;
approving amendments to the certificate of incorporation; approving plans of merger or dissolution; or
adopting resolutions recommending to the Members the sale of all 

(d) terms cannot be amended 

(e) (f) (g) (h) 

or substantially all corporate assets. 

The Board may designate one or more directors as alternate members of any standing committee who may replace any absent members or members at any meeting of such committee. 

Section 3.2 Additional Special Committees. The Board of Directors may create such additional special committees of the Board as it deems desirable, the members thereof to be appointed by the Chairman of the Board or the President of the Corporation if there is no Chairman of the Board, with the consent of the Board. Such special committees of the Board shall have only the powers specifically delegated to them by the Board and in no case shall have powers which are not authorized for standing committees of the Board. 

Section 3.3 Committees of the Corporation. Committees other than standing or special committees of the Board shall be committees of the Corporation. Such committees may be elected or appointed in the same manner as officers of the Corporation and may have Members who are not directors. Provisions of these By-Laws and the Not-for-Profit Corporation 

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Law applicable to officers generally shall apply to Members of such committees. Committees of the Corporation shall have no authority to bind the Board of Directors or the Corporation. 

Section 3.4 Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business. In the absence of a contrary provision by the Board of Directors or in rules adopted by such committee, a majority of the entire authorized number of members of each committee shall constitute a quorum for the transaction of business, the vote of a majority of the members present at a meeting at the time of such vote if a quorum is then present shall be the act of such committee, and each committee shall otherwise conduct its business in the same manner as the Board of Directors conducts its business under Article 1 of these By-Laws. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken by such committee may be taken without a meeting if all members of such committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the committee shall be filed with the minutes of proceedings of such committee. 

Section 3.5 Service of Committees. Each committee shall serve at the pleasure of the Board. The designation of any such committee and the delegation thereto of authority shall not alone relieve any director of his duty under the law to the Corporation. 

ARTICLE 4 

Officers

Section 4.1 Officers. The Board of Directors may elect or appoint a President, a Secretary and a Treasurer, and it may, if it so determines, choose a Chairman of the Board and a Vice Chairman of the Board from among its members. The Board may also elect or appoint one or more Vice Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers and may give any of them such further designation or alternate titles as it considers desirable. Any two or more offices may be held by the same person except that the offices of President and Secretary may not be held by the same person. No employee of the Corporation may serve as Chairman of the Board unless approved by two-thirds (2⁄3) of the entire Board and the basis for such approval is contemporaneously set forth in writing. 

Section 4.2 Term of Office and Removal. Each officer shall hold office for the term for which he is elected or appointed and until his successor has been elected or appointed and qualified. All officers shall be elected or appointed annually. Any officer may be removed by the Board of Directors with or without cause at any time. Removal of an officer without cause shall be without prejudice to his contract rights, if any, and the election or appointment of an officer shall not of itself create contract rights. 

Section 4.3 Powers and Duties of Officers. Subject to the control of the Board, all officers as between themselves and the Corporation shall have such authority and perform such duties in the management of the Corporation as may be provided by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices. 

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Section 4.4 Salaries of Officers. The fixing of any salaries of officers shall require the affirmative vote of a majority of the entire Board of Directors, except that no director who is also an officer shall participate in any discussion or vote regarding his or her compensation. 

ARTICLE 5 

Indemnification and Insurance 

Section 5.1 Indemnification. The Corporation shall indemnify any director or officer made party to any proceeding, whether direct or derivative, arising from his or her conduct as director or officer, pursuant to § 722 of the Not-for-Profit Corporation Law (the “NPCL”), and may advance such director’s and officer’s expenses in such proceeding pursuant to § 723(c) of the NPCL or to another organization at the Corporation’s request, as provided by the NPCL; provided, however, that the Corporation shall not indemnify any director or officer if a final adjudication against such director or officer finds that he or she acted in bad faith or was actively and deliberately dishonest, and that his or her acts were material to the cause of action in question, or where such director or officer has personally gained an unlawful financial profit or other advantage to which he or she was not legally entitled. 

Section 5.2 Insurance. The Corporation shall have the power to purchase and maintain insurance to indemnify the Corporation for any obligation which it incurs as a result of the indemnification of directors and officers under the provisions of Section 5.1, to indemnify directors and officers in instances in which they may be indemnified by the Corporation under the provisions of Section 5.1, and to indemnify directors and officers in instances in which they may not otherwise be indemnified by the Corporation under the provisions of Section 5.1, provided that, in this latter case, all legal requirements be met with regard to the contract of insurance. In addition, the Corporation may purchase and maintain any such other insurance coverage that the Board may deem advisable. 

Section 5.3 Conditions for Indemnification and Insurance. This Article shall, in no event, be construed to authorize any act of self-dealing within the meaning of § 4941 of the Internal Revenue Code of 1986, as amended (the “Code”), any excess benefit transaction within the meaning of § 4958 of the Code or any other act expressly prohibited by the Code, the NPCL, or any other applicable law. 

ARTICLE 6 

Transactions with Interested Directors and Officers 

Section 6.1 Interested Directors and Officers. No contract or other transaction between the Corporation and one or more of its directors, officers or key employees (as defined in § 102(a)(25) of the NPCL and § 4958(f)(1)(a) of the Code) or between the Corporation and any other corporation, firm, association or other entity in which one or more of its directors, officers or key employees are directors, officers or key employees, or have a substantial financial interest, shall be either void or voidable, provided that the Board of Directors, or an authorized committee thereof, shall 

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  1. (a)  consider alternative transactions to the extent available; 
  2. (b)  approve such transaction by no less than a majority vote of the 

directors or committee Members present at such meeting; 

(c) determine that such contract or transaction shall be fair, reasonable and in the best interests of the Corporation at the time such determination is made; and 

(d) contemporaneously document in writing the basis for such approval, including consideration of any alternative transactions. 

Any interested director, officer or key employee shall disclose in good faith to the Board of Directors, or an authorized committee thereof, the material facts concerning his or her interest in such contract or transaction. The interested director, officer or key employee shall not be present at or participate in the meeting at which the Board of Directors or authorized committee shall deliberate or vote on the contract or transaction in which such director, officer or key employee has an interest. 

The Board of Directors may adopt a conflict of interest policy that is more restrictive and of broader application than is set forth in this Section 6.1. 

Section 6.2 Loans to Directors and Officers. No loans, other than through the purchase of bonds, debentures or similar obligations of the type customarily sold in public offerings, or through ordinary deposit of Corporations in a bank, shall be made by the Corporation to its directors or officers, or to any other corporation, firm, association or other entity in which one or more of its directors or officers are directors of officers or hold a substantial financial interest, except that the Corporation may make a loan to any organization described in § 501(c)(3) of the Code in furtherance of its charitable purposes.

Section 6.3 Conditions for Loans or Other Transactions. This Article shall, in no event, be construed to authorize any act of self-dealing within the meaning of § 4941 of the Code, any excess benefit transaction within the meaning of § 4958 of the Code, or any other act expressly prohibited by the Code, the NPCL, or any other applicable law. 

ARTICLE 7 

Miscellaneous

Section 7.1 Fiscal Year. The fiscal year of the Corporation shall be the calendar year or such other period as may be fixed by the Board of Directors. 

Section 7.2 Corporate Seal. The corporate seal shall have the name of the Corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors. 

Section 7.3 Books and Records to be Kept. The Corporation shall keep at its principal office in the State of New York, (a) correct and complete books and records of account, (b) minutes of the proceedings of the Board of Directors and any committee of the Corporation 

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and (c) a current list of the directors and officers of the Corporation and their residence addresses. Any of the books, minutes and records of the Corporation may be in written form or in any other form capable of being converted into written form within a reasonable time. 

Section 7.4 Amendment of By-Laws. By-Laws of the Corporation may be adopted, amended or repealed by the Board of Directors or by the Members at the time entitled to vote in the election of directors. Any By-Law adopted by the Board of Directors may be amended or repealed by the Members, and any By-Law adopted by the Members may be amended or repealed by the Board, except that the Board shall not have authority to amend or repeal a By- Law adopted by the Members which deals with the identity, qualifications or powers of the Members. 

If any By-Law regulating an impending election of directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of the Members for the election of directors the By-Law so adopted, amended or repealed, together with a concise statement of the changes made. 

Section 7.5 Electronic Signature. All references to signatures and delivery of documents in these By-Laws may be satisfied by electronic signature or electronically scanned signature and such signatures shall constitute an original for all purposes. 

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