BY.

LAWS OF The Gluenpolnt Waterlront Assodatlon for Parlcs & Plannlng,

lna

fCWAPf
tlembere

or the'Corporation')

1.1

tiiemberchlp Membenhlp *tall be open to all organizations aclive in the Nortr Brooklyn communily. fut organlzation may bmme a mernberof GWAPP (a.Menrber") by having an oflicsr of the Coryoration sign a membership certiffcate prwided by tre Corporaton. Upon a mlprlty vote of *te Boad of Directors, Mernber organazations may
be requeeted to proride the following informafon for oontinued menrbership in GIffAPP:

r e o . o r o

ThE organlzation'8 name,

The organizatione legal statrs, The datefounded,

The purpme of the organization, The addreas ard tdephone number of an officer of the organizaffon,
A llst of

fficere ard

direc'torE of the organization, and

Adescliption of lhe geographbal area served by the organization

Each Member may be represented by one representative (a "Representativef) at meetings of the Membere (Tvlanberchip meetings). Eactr Hepresentative will be
enti{ed to one vote wlth reepect to matlere on wtrich Members may vote.

12

Memberehip mee*inge ol GWAPP Menrbership shall be to thE generalpublic. Procedure shallfollow Hoberk Rulee open to Repreaentativeg and

tylsmbenhlp

ilednge

Al

of

frer.

Dlsruptive attendeee may be remored rpon request by

mafixity of

Representativ ee preaent,

1,2.7

Annual ileeffngs The annual Mernbenhip meeting (dre'Annual Meetngl) for the elec{on of the Directors and for the tarsaction ol such otrer business aB may corna belore the Mernbers shall be held each year at tha place, time and date, in the month of September as may be fted by the Board of Dlrecrlora, or,ll twl ao fored, as may be determined by the Co-hairperaons of the Boad of Directors.
The Erecufue Secretary upon receiving tre wttten dernand or Resolu$6n for an furnual Meefng shall prompfly qfve nolice of the furnual Meefing as prwided beloU or if the Execulive Secrelary fails to do so within five buEinass days lhereafter, any Menrbersigning arch denrand may give srch nolice.

t.Lz

Ourrlally Mcc0ngn Quartedy meefings (the tuarErly Mectlnp) lor lha

franeacflon of snc*r business as may come before the Mernberc shall be hdd mcfi Marcft, June, ard Dacember at the place, time and date as may be fixed

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by the Board of Dlrectore, or, it not 60 fr<ed, as may be determined by the

Chaitpereona of the Board of Dlrectorc.

Co

The Exectttive Secretary upon receiving the vvritten demard or Besolution for a

Qmrtady Meeting shall pomptly give notice of the Quarterly Metirry as ptwided below or if lhe Execulive Secretary fails to do so within five br.sinees days therealter, any Mernber eigning srrc*r denrard may give such notbe.

1.L,

$peclal ileatngo Special meelings shall be held wtrenever called by reaolution of the Boad of Directors, one or both of tlte Cohairpersons, the
Ececutive Setetary, or ten percent of

lle

Members elQible to vote.

The Excuttve $ecretary upon recefuing the wrttten demand or Flesolutbn for a Special Meeling shall prompfly give rplice of the Special Meeling as provirled bdow, or lf the B<ecutive Secretary fails io do so within fwe buslness days thereafter, ary Mernber sigrlng such demand may give strch notice .l.3

]{offce of Meetngs Wdtten notice of the placa, date ard hour of any Menrbership meetingo shall be giyen b each Member entitled to vote at srch meeting by mailing the prepaid, or by personal ddivery to the Mamber's @atage than less ten nor more than fifty days before tre date of lhe address, rpt registered meefing, unlees Members eubmit a signed univer of notice dther before or after the meeting. Notim of Special Meelinge shall irdicate the purpose for whir*r they are called
and the porson or parsons calling ttrc meeting.

1.4

Quorum, Adfoummenta of ltlccdngs At all Mernbership meetings, 4o percent of the Bepreoentalives, preeent in person, shall constitute a quorum for the transaction of btsines8. ln the abserrce of a quorum, a maiodty of the Bepreaentativee preeent in person may adlrurn the meeting. Nolice of the new meeling ie not required if ttre lime and place for the new meeffng are announced at the meeting at wltich the adjoumment ig taken, and at the new meetng ary brciness may be trarcacted wtrich might have been fansas'tsd at the meeting as odginally called.

1.5

Organlzadon The Co-Chalrpesons shall preside at all meetings of the Mernbem or, in the absencs of both Cohairpersons, an acting chairperson shall be chosen by the R?resenlalivee prment. The Becoding Secretary shall act as secretrary at all Memberahip meelings, but in the absence of tre Becodirq Secrelary, one or both of the Co-Chairyenons or the actng chalperson may appoint ary pereon to act as aectetary
of lhe meeting.

1.6

Yotlng At arry Marnberahip meeling, each Representative shal! be enlitled to one vote. Arry vota to elec* or remove Directors, io remore a Mernber frorn the Coryoration, or to
amend the Corporaton'e Certlffcate of lrrcorporation or By Lavys shall be by ballol. Votes show of hands, unless a maiority of the Hepreeenta'tives on all olher iasuee may be preaent requeet thal the vste be by ballot. The reood eligibility of voting dghts shall be set ten daye before the daia of ihe meeffng.

lr

Acfron R the i/lemberu Etcept ae othe*ise provided by staMe or by these E-larlua, ary corporate acfion aultrorlzad by a maionty of the vobs casl at a meedng of Mernberc

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Sp 2001

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shall be the ac{ of the MembEre. Actbn may be taken without a meeling on rvrifien corpnt, settlng forth the ac-tion to be taken, eigrpd by allof the Members.

1.8

Speclsl Acdona Requlrlng Voteol Membcrc The following corporate actirone may not be taken wilhout approval of tha Mernbers:

t.8.t
1-e.z

a majodty of the voles cast at a Menrbership meeting is required for (1) ary
amendmenl of or change to the certlficate of incorporaiion, or (2) a pefition for judldal dissolution;

tuto-thilds of the voles caet at a Mernbership maeting is required for (1) dloposlng of all, or eubslanlially all, of the assetrs of the Corporafon, (2) apploval of a plan of meryq (3) authodzalion of a plan of ro*'fudicial dlesolution, (4) rorocaton of a voluntary dissolutbn proceeding; or (S) expulaion of an Offu, Director, or Mernber.

prcvtded, twwover, that the afftnnalfue votes oast in favor of any such rcrlion shall be at laaet equal to th minimum nrynber of votes necessary to constihde a quorum. Blank votas or abstentions shall mt be counted in the nrrnber of votes cast.

1.9

Agenda The aganda for Mernbership meelings will be set by the Board of Directors. fury Mernber may submit iterns lo the Board of Directors for consideralion for indusion
in tha agenda no lalerthan 14 days pdorlo a Mernbership meeting"

Board O( Dlrectorc

2.1

affairs and activities of the Corporation shall be managed and contolled and its pourers exercised by the board of directors of the Corporation (the 'Board", or lhe'Board of Directors). The number of direclors (each a 'Directo/) cornlituling the entire Board after the first annual meeting ol the Menrbers ehall be el6ven, but in m etrenl shall the entire Board consisl of leas than three (3) Dlrectors. Each Dfrector ahal! be at leasl eighteen (18) years of age, arrd shall be a manber of a OWAPP Member organization in good standing for at least lhree months.

Power and Nunr[cr The property,

2,2

Elec{on and T.m of Or!fice The inilial Dircctors shall be the persono named in the Cerlificde of lncorporalion. They shall serye until the first annual meaing of the Membera. The Directors ehall be eleded to hoH offrce for oneyear tems; pranided, howerrer, that arry Director dec{d io fill an unexpired term-(wtrether reurlting from the
death, resignation or rernsval or created by an irrcrease in the number of Diredors) shall hold office unlil lhe nort elecfon of Direciors. Directors may be dected to arry number of conoecutlve tenng. Dlrectors shall be elected al the annual meeting of Mernbere by a plurality of the votes cast or by Members acting vrdthout a meeting pursrranl to the ruls for actona hy Mernbers as stated in theae by-laws.

2"9 tlflrly Crueted Dllec'torchlp.

and Vacancdes Neu,ly sated Directorshipe and vacandes armng the Direcnors lor arry rsason may be filled by vote of a maiority of the Dlrectors then ln offtce, regardles of thdr numbeq and the Direciors so alected shall eerue unlllthe no<t annual medirry of the Mernbers, at which lime they may be elec{ad to a ft{l annual term or a replrcanent mry be elected, pursuant to tre prwisione of secllon 1.2.1hareln.
Sp20Or

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2.4

Brelgna0ont Any Direc{or may rseign from offce at arry lime. $uch resignation etrall
ba made ln wri{ng, and shall take effect at the lime specified lfterein, and if no time be speclflad, at tha ffme of lts receipt by the Corporatinn or itll Chairperson. Th accaptance ol a reoignafion by the Board of Direc'tors shall not be rrccasary to make it effeoifuE, but no reoignatbno shal! discharge ary aocrued obliga$on or duty of a
Director.

2.5

Any Dlrec'tor may be renroved al ary time lor cauae by a mafority of the Boad of Directorc lhen in office at arry special meeting of tre Board called for that purpse, prwided thal at leaat one upk's notice of the proposed action shall have been gfuen tg th onflre Boatd o,f Diractors then in ffice. For theso purposeo, the failure by a Dlrecilor to attend at lea$t 75 percent of all Boad meetings, and at least 75 percont of all Mernbership meeffngs heU in any calendar year shall corstituts canae. Ary Diree{or can be remared at atry fme with or without causo by a vote d the
Mernbem,

Renprd

2S

Meetlngo Mee{ngs of the Eoard mry be hdd at arry place as the Board may from lime to ffnp fu, or as shall be spedfted in the mtice or waivers of notice thereof. The annual meefrng of the Board of Dlrectors in each year strall be heH immediately lollowing tho annual Manrbership meedng. Olher regularmeelngs of the Board shall ba heH montfrly. $pcial meetings ol the Board shall be hdd ufienever called by a maFn{ of the Board of Diraetos, or by elther Co4hairperton, ih e*h caee at sudr time and place as ehall be fixed by the person or persons calling the meeting.

2.7

Orprum md tb0ng Unless a greater prcportion is required by law, a malrdty of the entire Board shallconctiffie a qrbrurn for fte transaction of business or of any specified itorn of business. Ercept as otherwlse provided by statute or by lhese S-laws, the vote of a mqlodty of the Dlrec{ora present at the lime of the vote, fi a quorum i* preeent at srch time, shall be the act of lhe Board. lf at ary meating of the Board there shall be leoe than a quorum present, the Direciorc preeent may adlrum the meetng until a
qurrum ig obtained.

2.8

Gommttbea The Boad of Directore, by resolution dopted by a maiority of the entire Board, may designate fronr arnong itrs menrberg an executirre cornmittee and other cfiandlng oommtttes, 6ach consisffng of three or trore Direcrtors, and eact of wtticft, to the entent plwtled in the resolution, shall hrve all the aufhofty of the boatd, otcept fiat
no srrcfi committee ehall hare authority as to the following matters:

Lt.1 Ls.z Ls.s a.c,t Lc.6

tO1

The arbmission to Members of alry ac{ion requiring Members'approval urrder

thia chaPter. The filling ol vacarpieo in the Board of Directors or in ary eommitlee.

The fxing of compensaton of the Directoru for serving on the Boad or on any
oommlttee.

The ametdment or repeal of the By-Latre orthe adopffon of new By-Laws.

The amerdment or repeal ol ary reeolulion of the Board $trich by its terms
ehall rret be co anrendable or repealable.

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The Boad of Directors may deaignata 0tt6 or more Direstore m alternate members of any starrdlrry oommitlee, who may replace ary abeent mernbar or mambee at any meetng of sucft committee.
The Board of flireetors may aloo creato, by resolution adopted by a mapdiy of the enlire Board, crrch specialcommittees as may be deemed dsirable. Spdd oommittees *rall have only tre porvere spcifically delegnted to them by frte Board of Directore ard in m case shall have pounn whlch may not be authorized for standing committees urderthis

sscton.
Each committee of the Boad ghall serve al he pleasure of the Boad. The designation of ary audt committee ard the delega$on lhereto ol authority shall nol alone relieve any Direc,tor of ]ia or her duty to the Corporalion urder applicable law. Committeee other than standing or epecial committees of the Board shall be cornmittees ol the Corpora{on. Srtch comminees shall be elec'td or appointed in the same mannsr as Otlicers. Prorisione ol lheee By Laws applicable to Officers ganerally shall app[ to mEmhere of committeee of the Coryorafron.

2.9

Acton by the Boad Any action requircd or permitted to be laken by the Boatd or arry oommittee thereof may be taken without a meeting if all Mernbers of the Board or ihe commiftee consont in uiting to the adopfion of a resolution authorizing ttre action. The reooluflon and fte nriften consents thereto by the Members of 0re Board or committee
ghall be filed with the rninutee ol the proceedings o, ihe Board or cornmitlee. Any one or more MernbErs ol the Board or any emmittee lhereof may participate in a m*ting ol the Board or oommittee by meane of a conlerence tdephone or similar commur*eatiorn

equipment by means ol wtrlch all percone pailicipatirg in the meeiing can hear eacfi o(rer at the eame fime. Par{dpatlon by sudl means shall constiMe presIrce in person
at a meeling"

2.10

ol Meetngp No$ce of the linre and place ol each regular or special meeling of thE Board, together with a witlen agenda stating all matters tpon which action is proposed to be taken and, to the extent possible, copies ol all documents on whictl action ie propoeed to be takan, shall be emailed lo each Director, at arch lntemet
I.loffce

ddrese ae hs or she may have dealgnated with trte Executive Secretary, at least seven days before tha day on which the meeting ie to be heH; prurided, however, that notice
of special meelings to discrrss matters requiring promPt action may be snt to him or her

al sucfi addreea or given peleonally or by telephone, rro lss than forty-eight tnum bafore the fime af $tbh errch meeting is to be heH, unless the meeting muet be held wiihin fofi-aigtrt houre. Nofice of a meeling neod rrct be given to any Director vvtto s(bmlts a signed waiver of notice wtrether before or after fhe mootlng, or wtlo attends the meeting wiftout proleeting, pior tlereto or at ib commencetnent he lack of notice
to him or her. No notbe ned be given ol any adioumed meeting.

ffi2.11 Conrp$tatlon
L12

No compeneation shallbe paitJ to Directors.

lmmedlatdy t^pon election or appointnent to the Board, all Conillctg of lnffi Directorc shall diaclosa any relanant ideresl wttk*r may pose conflic{ of intereot queofionr. Dhc{oeure shall irclude {but is not limiled to} any inleresl, finarnlal or

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ofieruios, in ary corporatlon, orgnnization, or parlnerahip wfrich provklee profesional or other oeryices to OWAPP. Dieclosure stiatemenb shall be available to any Dirccfior
upon rquest.

When ary matter oomes before the Board or any committae of the Board in wtrhfi a Ditpctor haa an intereet, that lnterest shall immediately be disclosd to the Board or the committo.

a Orector hae an intereet in a matter stral! be determined by wtrether that person wouH derfue an lldivftlualeoonomic benefit, ei0rer direc0y or indirec{ly, from the docidon on lhe malter by the Board or lhe committee. An "inleresf doeE not irelude a position on legislative rnattera of genral impact.
Whefl,rer

Offlcenr, Employees and AgnnE

3.1

l,lumbar and Ouallllcafone Eacfi officer of the Corporation (mch an rOfficef) shall be a mernber of a GWAPP Manber organlzation in good standing for at least three months. The Officere ehall be trc Co-Chairpersons, a Financial Secretary, a Treasurer, a Becoding $ecretary, ard such offter Offcers, if any, as the Board of Directors may from time to fme appoint. One preon may lnld more lhan one ofiice in the Gorpration except that no one porson may hold the offices of Chairperson and Secretary. The CoChairperoone shallboth be Directora of the Corporation; the other fficers need not bs Directore of the Corporaton. No instrument required to be signed by more than one officer may be elgned B one perton in more than one capacity. Eleotron and Term ol Ofllce The offtcers of the Corporation shall be dected at the annual meeting of he Board of Direc{ors held immediately following the annual meeting of MsnbErs. Each such Otficer, whether elected at the furnual Meeting or to fill a vacanoy or otherwise, ahall hoH offics untl lhe closa of the dection of fficete at the fuinual Meeting next held altsr his elec{ion or until a successor shall have been elected and shall qualily, or untlllhe death, resignation or rernoral of such Officer, wtticfiever is
earlier.

3.2

33

Empbyecr and O0rer AgpnE The Boad of Directors may appoint from time to lime
errch empbyees and other agents as it ehall deern necessary, each of vrhom shall hold

offfce at the pleaeure of the Board, and shall have sucfi authorfi and perform eucfr dufeo and shall receive arch reasonable compensalion, if any, as a malorlty of the Board of Direc{ors may from lime to time determine. To the fullest extent alloured by law, the Board of Directora may delegate to arry Officer any powols possssed by the Boad of Drectora and mry preacrlbe thelr reopective tiile, terme of offtce, auttpritieg and duliee.

3.{ 35

Bamoyal Arry Offlcer, unployee or agent of ths Corporation may be rerRoved rvith or wiftrotf cause by a vote of the malotity of the entire Board of fircctors.

Vmndel

ln casa ol arry vacanry in ary offtca, a suooBssor to fill the uno<pired porion

ol the term may be dec'ted by fte Board of Directors and the Olfwer so electd shall
serve unfllthe nent annrnl meedng of the Board, at wtricfr iime they may be eloctsd to a

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ftIl annual term or a replacernerrt may bo dected, puttuant to the ptwisions of aection
3,2iwreln,

3.6

Cor0halryettont: Porvar and Dutae The Co-Chairpersons strall perform an tho

dutiea ueualfi irc.ident to the office of Chairperaon, and shall perform guch oifrcr duties ae fipm time to time may be assigned by {rc Board of Directors. The Co-Chairperrsons ehall preeidE at all meetingo of the Mernbers and of the Board of Direcrtoru. The GoChalrperuonr shallhave generalstryerlsion of lhe daixs of GWAPF, ard shall keep the Boad of Dlrec{ors fully informed about lhe activities of Gttt/APP. Both Co-Chairyersons hare the powsr to eign ard et<ecute alone in the name of the Corporation all corffact authorlzed Either generalf or speciffcally by lhe Board, unless the Boad shall spedffcally requlre an additional eignature. The Co-Chairpersone shall each be signatofieo on the GWAPP bank accounts. Only one or both of the Co-Chairpercorlo,

uorking in conjurrtion with the Financial Secretary can apprwe olpendituras by

GWAPP

3,7 Trcarurr: Powem and Dutlco The Treazurer shall keep or cause to ba k4t full and
accurale aecounts of receipts ard disbursements of the Coporation, and shall depogit or caus to be deposited all moneys, qridences of indebtedness ard other valuable documente of the Coporafion in the name and to the credit of the Corporation in srrctr banks or depoaitorieo aa the Board of Directors may designate. At the annual meeting of the Board of Direclor* ard whenever else required by the Board of Directrors, he or she shall render E staternent of the Corporalion's accounls- He or she shall at all reasonable fimee eotHbit the Corporation'e books and amunts to any officer or Director of the Copora{on and shall perform all duties ircHent to tho positbn of Treasurer subject to the control of lhe Board of Dlrsctors, and ghall when required, give suc*r secudty for the falfiful performarrce of hls or her dutea as lhe Board of Directors may detennine.

3.8

Flnanclal $ecmtary: Powcn and Dutes The Finarrcial Secretary ehallbe responsible fsr eetabliehing ard mainiaining th GIII/APP bank accoun6, and shall be a signatory on the GWAPP bank accounls. Only the Flnancial Secretary working in conjurrlion nith ons or both of the Co{hairpersom, oan approve o<perdilures of the organizalion.

3,9

Ercauilve Seoutrry: Porysm and Ofiies The Execdive Secretary ahall be raeponrEible for malntairing fie mlntiles at all Board ,neetings. The E<eculive Secretary
ehall also be responslble for sending noticea and preparing agendae tor anery Board meetlng and MembErship moeling. ln additon, the Brecutive Secretary ehall ensure fnt tho oign-in sheet at wery Membership meeting is maintained p,operly ard that it is tanamltled to the Recordlng Secretarylollowing the meeting.

3.10 Recodlng $ecrctrry; Peycrr and Dutieg

The Rmrding Secretary strall be

responeible for maintalning the mlnutes of the Manbership meedngs. The Recording Sec.retary shall also be reoponeible for maintaining tha permanenl record of the orgnnlzatlon'e ooneaponderpe, minutes, and other archives. The Ereeulfue ard Becoding Secreilarleg can share fieir recpeclive respomibililies as needed, although minutse ol anery mee{ng must ba maintained.

3.11

Compensatlon fuy employos or agent of the Coryordion is authorized to receive a reaEonable ealary or other reasonable oompensaffon for services rerdsred to the
Sep 2@1

N182flAO.11/10

Corporalion uiren authorlzd by a majority of the Board of Directors, and only when so authodzed" Ary Offies is authorized to receive a pasonable salary or other reaeonable companeaton lor eeilicee prdered to the Corporation when authorized ac{ion ol the Memben ln amrdance vv{th the prorisions of sc{ion 1.7 of thse By Laws.

Contractr, Checks, &nk Aocounta And lnvestflpnts

4.1

Checlre, l-loG. and Contrac0e The Board of Direcbrs is authorized to slect Buch deposiloriee as it ehall deern proper for the furds of the Corporafnn. The CoChairpereona arrd the Financial Sectelary shall be authorized in the Corporation's behalf to eign bill*, nolgs, receipb, acceptarcas, erdorserner&, checke, rdeasas, confate
and doeuments.

4.2

lnvestrenlB The lunde of the Corporation may be retained in $ilrc|e or in part in cash or be invested and relruested fiom time to time in sucfr property, real, personal or oltletuice, including etocks, bords or other securities, as the Board of Directore may

dem

desirable.

Ofllce and Book3

5,1 Oflle 5.2

The offrce of the Coryoration ehall be located at srrc*r place as the Boad ot

Dlrectore may trrom tlme to lime determine.

Books There shall be kpt at the ofilce of the Corporation mnecl., books of account of the acllvities and lrarpactlons of lhe Corporation induding a minute book, wtridr shall contaln a copy of the certificate of incorporaton, a copy of ttrese by-larus, arrd all minutee of meetings of the Mernbera ard of the Board of Direc'tors.

Fbcal Year
The fieaal year of tha Corporation ahall be the calendar year,.

lndsmnlllcatlon
The Gorporation may, to the fullest en<tent now or hereafter permitted by and in aooodarc-e wilh the etardatde ard proceduree provided tor by oections 721 through 726 of the },lot-for-Profit Corporalion Law and any amendments lhereto, indernnify arry person made, orthreatened to bs made, a party to arry action or proceeding by reason of lhe facl that he, his teshtor or inteetate

rtag a Direclor, Officr, rnployee or agenl of the Corporalfon, agatnst irrdgmenb, fineo, amountc paH ln est0ernent and reasonable expanses, including ailonrydfeos.

Anrndmnte
Brcept as otharuiso required by applicable laq these By-Larve may only be amended or repealed I a mafodty of fia Msrnberc al a rneeting duly called forthe purpose of aliaing theae By-Laws, pmriding nolice of frr proposd allerafon has bsen irrcluded in the notie of meetng.

101fr2il!a.11118UEF-?o01

THE FOHEOOING DOCUMENT IS A TBUE AI{D ACC1JRATE COry OF THE BY-LA/I'S OF THE GREENPOINT WATERFRONT ASSOCIATION FOH PARKS A}.ID PLANNNq INC., DULY ADOPTED BYTHE BOABD OF DIRECTORS ON SEPTEMBEH 19,200.I

September 19,2001

Septamber 19,2001

klat

September 1g,2OA1
Recording Secreta

Io12fiAilAA.l1/19 Sep 2001