Revitalize Dunkirk, Inc.

Bylaws

ARTICLE I
Name, Purposes, Mission and Goals

Section 1. Name. The corporation shall be known as Revitalize Dunkirk, Inc., known
hereinafter as the Organization

Section 2. Purpose. The Organization is formed for the purpose of conducting activities that
are exclusively charitable within the meaning of Section 501c3 of the Internal Revenue Code
of 1954 as may be amended from time to time. It is a not-for-profit corporation organized and
existing pursuant to the Not-For-Profit Law of the State of New York, and the Certificate of
Incorporation has been filed in the Secretary of States office.

Section 3. Mission/Vision. The Mission Statement of the Organization was approved on June
19, 2014 by the membership-at-large:
Revitalize Dunkirk is committed to bringing planning ideas for improved urban living
to residents and elected officials of the City of Dunkirk to preserve the historic heritage,
enhance the physical infrastructure, reinvigorate commerce, and boost community pride and
vision.

Section 4. Goals of the Organization. The goals of the Organization were approved on June 19,
2014 by the membership-at-large:
Revitalize Dunkirk has as goals the following general areas:
Beautify the built environment through landscaping, urban art, code
enforcement, etc.

Reinvigorate elements within the city that could restore a sense of

community pride.

Enrich the natural and built environment to serve as destination

opportunities for visitors including parks and water-related activities.

Engage in urban planning activities that might result in creating a more

healthful and active community.

Encourage all constituents of the population to engage in the citys

revitalization.

Create a vibrant, safe, and attractive community so the city might realize the
full potential of its natural and built environments.

Strengthen the community through enhanced business, tourism and

residential opportunities.

Research and seek funding to achieve the stated goals.

Section 5. Governance of the Organization: Board of Directors as outlined in Article IV shall

manage The Organization.

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 ARTICLE II
Location

Revitalize Dunkirk, Inc. shall have its principal office located in the City of Dunkirk, in the
Town of Dunkirk, in New York State.

ARTICLE III
Membership

Section 1. Membership in the organization shall be open to any and all persons who have a
commitment to the purposes of the organization.

Section 2. There may be several categories of membership as determined by the Board of

Directors.

Section 3. Membership will begin with payment of the appropriate dues as determined by the
Board of Directors, and is renewable annually.

Section 4. Membership in good standing requires that all dues be paid.

Section 5. Each member in good standing is entitled to vote at the monthly meetings, and is
eligible for membership on the Board of Directors.

Section 6. Members shall not act in any manner that represents a conflict of interest with the
Organization or their responsibilities to organization members.

ARTICLE IV
The Board of Directors, Establishment and Duties, The Executive Committee

Section 1. The Board of Directors will manage the property and the affairs of the organization.
Directors who are not officers shall assist the officers in the supervision or performance of
specific duties.

Section 2. The Board of Directors shall consist of no fewer than five (5), and no more than
nine (9) elected members. All will be members in good standing of the organization.

Section 2a. The first Board of Directors shall consist of the Directors named in
the certificate of incorporation plus their associates who had been serving on
the Board prior to the first annual meeting of the corporation. The first Board of
Directors will hold office until the first annual general membership meeting at
which time their successors shall be duly elected. Directors are elected at the
annual meeting from a slate prepared by the Nominating Committee, and
approved by the Board of Directors for presentation to the general membership.

Section 2b. Members of the Board at the first regular meeting following the
Annual Meeting shall elect officers for one-year renewable terms. The
Nominating Committee in advance of this meeting shall prepare the slate of
officers. Election will be by majority vote. Any officer of the Board may be
removed, with cause, by a vote of the majority of the Directors then in office.
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 Section 2c. Directors shall serve three-year terms. However, on the first elected
Board, approximately one-third will serve three-year terms, one-third will serve
two-year terms and one-third will serve one-year terms, these terms to be
determined by lot. This will prevent the simultaneous expiration of all Board
members terms of office.

Section 2d. After holding two consecutive terms as Director, a member is not
eligible for election to a Director position until after at least one years absence
from the Board.

Section 2e. Upon completion of a partial term due to a filled vacancy, a Director
will be eligible for election to two, three-year terms.

Section 2f. In the event of a vacancy occurring on the Board of Directors, the
remaining Directors may, by majority vote, fill such vacancy until expiration of
the term of the vacated office.

Section 3. Regular meetings of the Board will be held at least quarterly at a time and place
decided by the president. Following an affirmative vote by a majority of the current members
of the Board, a Board member having three consecutive unexcused absences will be dismissed
from the Board and a vacancy declared.

Section 4. Special meetings of the Board of Directors may be called by the president at any
time and will be called by the president upon written request from four of the Board
members. Notice of the meeting shall be sent to all members of the Board at least three (3)
days prior to the meeting where practical.

Section 5. A simple majority of the Board shall constitute a quorum. A majority of the Board
members present shall decide any questions that may come before the meeting, except as
otherwise stated in the by-laws.

Section 6. Each member of the Board of Directors shall be entitled to one vote.

Section 7. The Executive Committee

Section 7a. The president shall be the chief executive officer of the organization and
shall see that all orders and resolutions of the Board of Directors are carried into effect.
The president shall preside at all meetings of the general membership and the Board of
Directors. The president shall be an ex-officio member of all committees, shall see that
all committees are staffed and shall see that reports are submitted in a timely manner.

Section 7b. The vice-president shall have such powers and perform such duties as may
be assigned by the Board of Directors or the president. In the absence or disability of
the president, the vice-president shall perform the duties and exercise the powers of
the president.

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 Section 7c. The secretary shall make, or cause to be made, a record of all meetings of
members of the corporation and the Board of Directors. The secretary shall also
perform such other duties as pertain to the office or are properly required by the
president of the Board.

Section 7d. The treasurer will be the chief financial officer of the corporation. The
treasurer, in counsel with the president and the executive director, shall prepare an
annual budget and submit it to the Board for approval. In addition, the treasurer shall
receive, have custody of and disburse the funds of the corporation and shall maintain
an accurate monthly record of all such activities. Such records shall, upon request, be
available to the Board. The treasurer shall report quarterly to the Board and annually
to the membership. The treasurer shall perform such other duties as usually pertain to
the office or are properly required by the president.

Section 8. No compensation shall be paid to any member of the Board of Directors for their
services. They may be reimbursed for travel and actual expense necessarily incurred by them
in performing official duties on behalf of the organization as authorized by the Board.

Section 9. Indemnification of the Board of Directors. The Organization shall and hereby does
indemnify all persons who have served or may serve at any time as officers and/or directors
of the Organization and their heirs, executors, administrators, successors and assignees,
against any and all claims and liabilities to which they shall become subject by reason of
serving or having served as such directly and/or by reason of any action alleged to have been
taken, omitted or neglected by them as such directors and/or officer; and the Organization
shall reimburse each such person for all legal expenses reasonably incurred by such person in
connection with any such claim or liability; provided, however, that no such person shall be so
indemnified against, or be reimbursed for any expense incurred, in connection with any claim
or liability arising out of such persons own willful misconduct or gross negligence.

ARTICLE V
Elections

Section 1. Election to serve on the Board of Directors of the organization shall be

accomplished by approval of each nominee on a slate of candidates as prepared by the
Nominating Committee. The opportunity for write-in candidates will be provided.

Section 2. Election shall be by means of secret ballot at a time to be determined by the Board
of Directors.

Section 3. Each member in good standing shall be entitled to one vote.

Section 4. The ballot shall allow a vote of either FOR, AGAINST or ABSTAIN for each nominee.

Section 5. The ballot may contain opportunity to vote upon other propositions or matters as
placed before the membership by the Board of Directors.

Section 6. In all elections, a simple majority vote is required for election to office or passage of
propositions or other matters.

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 ARTICLE VI
Standing Committees and Ad Hoc Committees

Section 1. To the extent permitted by law, the Board of Directors may appoint from the
organizations members, a committee or committees, either standing or ad hoc, and designate
the duties, powers and authorities of such committees. Standing committees will be
appointed for a definite time period, such as a year or session. Ad hoc committees will be
appointed on an as needed basis for a definite time period, be it weeks or months. The Board
of Directors may dissolve the ad hoc committees once the task they were originally convened
for has been completed and a final report on the subject matter submitted to the
organizations Board of Directors.

Section 2. Each committee will have a chairperson to lead meetings. All committee members
may serve as chairperson by appointment or on a volunteer basis. The group selects a
chairperson from its ranks. The chairperson serves as the committees manager, responsible
for setting a meeting schedule, arranging a meeting place, preparing agendas and keeping
minutes to record discussions and actions taken at all meetings. The responsibility of
reporting progress, project completion, or providing committee recommendations falls to the
chairperson, however the chair may delegate any duties to other committee members. A
member of the Board of Directors shall chair each standing committee. (See article IV)
Section 3. Each standing committee or ad hoc committee shall:
Have a well-defined objective that is clearly conveyed to committee members.
Meet monthly, bi-monthly, or as needed.
Consist of a minimum of 2-3 members.
Identify and appoint a chairperson.
Have chairperson or chairpersons designee report committee work/progress at every
Board of Directors meeting, and at membership meetings as a whole.
Have joint meetings with the Executive Committee as needed.
Section 4. Standing Committees
Section 4A. Executive Committee
See Executive Committee duties under the Board of Directors Article IV, Sections 1 through 7.
The membership of the organization shall authorize the Board of Directors to appoint from its
membership an Executive Committee comprised of a President, Vice-President, Treasurer and
Secretary that shall have the power of the Board between the meetings of the Board. After
each annual meeting the Board of Directors shall elect new executive officers as necessary.
Section 4B. Budget and Finance Committee
The Treasurer will lead the budget and finance committee that is charged with overseeing the
budget, financial controls, investments, and grants administration. The committee is charged
with selecting the organizations independent outside auditor and oversees the audit process
in compliance with New York State not-for-profit laws and the advice of the organization's
attorney of record.
Section 4C. Fundraising and Marketing Committee

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The Fundraising and Marketing Committee will create a plan that will guide the organization
in seeking out and securing funding from an array of sources. The committee will identify and
communicate with potential donors and appropriate outside agencies to support the work of
the organization and any capital campaign as needed. The committee shall create a marketing
plan that identifies the needs of a target audience and the means to meet those needs with the
services, programs and products of the organization.
Section 4D. Membership Committee
The membership committee creates and implements identification, recruitment, and
retention efforts to increase and maintain general organization membership.
Section 5. Ad Hoc Committees
At the discretion of the Board of Directors, establishment of ad hoc committees will be for
short term issues as identified, decided and established by the Board of Directors.
Examples of ad hoc committees:
Nominating Committee: Solicits potential nominees for membership on the Board of
Directors and prepares a slate of nominees to be voted upon by the general membership of
the organization.
Transportation Committee: The Transportation Committee creates and implements
transportation related programs to further the mission and goals of community revitalization.
Beautification Committee: The Beautification Committee creates and implements
beautification related programs to further the mission and goals of community revitalization.
By-Laws Committee: A bylaws committee reviews the organizations current operational
practices, comparing them to the organizations bylaws before recommending any changes.

ARTICLE VII
Meetings of the Members

Section 1. The monthly meeting of the Organization shall occur on the 3rd Thursday of each
month. Such meetings may be cancelled upon 24 hours notice in the event of circumstances
that would place members at risk by attending such as weather related considerations or
other disruptive events.

Section 2. The annual meeting of the membership will take place at a time and place to be
announced by the Board of Directors.

Section 3. The membership shall be notified of the annual meeting not less than seven (7)
days in advance and not more than thirty (30) days in advance of the meeting.

Section 4. A quorum for the annual meeting shall consist of one more than twice the minimum
number of seats on the Board of Directors. No business except adjournment shall be
conducted in the absence of a quorum.

Section 5. The business of the annual meeting shall include the election of Directors, the
presentation of the annual report and the treasurers report, and the transaction of other
business as may properly come before the meeting.

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Section 6. Any member in good standing is entitled to vote at the annual meeting. Voting by
proxy in advance of the annual meeting is permitted.

Section 7. Special meetings of the membership may be called at any time by the president,
and shall be called by the president at the request, in writing, of one-third of the Board of
Directors or ten (10) percent of the membership. Notice of such meetings shall be sent to all
members at least seven (7) days prior to the meeting.

Section 8. At all properly convened meetings, the Secretary shall make and maintain a record
of activities.

ARTICLE VIII
Fiscal Year

Section 1. The fiscal year of the organization shall be November 1 to October 31.

Section 2. An audit of the Organization finances shall be conducted at the conclusion of each
fiscal year if required by State or Federal regulations.

ARTICLE IX
Dissolution of the Organization

Section 1. In the event of dissolution, all of the remaining assets and property of the
Organization shall, after necessary expenses, be distributed to such organizations as shall
qualify under Section 501 (c)(3) of the Internal Revenue Code of 1954 or corresponding
provision of any future US Internal Revenue Code, subject to the approval of a Justice of the
Supreme Court of the State of New York. No property or assets of any type may be distributed
to any former members of the Board of Directors or general membership.

ARTICLE X
STATUTORY COMPLIANCE

Policies of the Organization.

The Organization shall adopt and at all times honor the terms of best practices for not-for-
profit organizations in The State of New York. A complete listing of the policies is found in a
separate document entitled Policies of the Organization. These policies shall include:

1. Conflicts of Interest Protocols. The Organization shall adopt, and at all time honor, the
terms of a written Conflicts of Interest Policy to assure that its Board Members and Officers
and any employees act in the Organizations best interest and comply with applicable legal,
regulatory and ethical requirements.
2. Whistleblower Protection Policy. This Organization shall adopt, and at all times honor the
terms of a written Whistleblower Protection Policy in an effort to assure that any Director,
Officer, Employee, or Volunteer who provides substantial services to the Organization shall be
free of fear of intimidation, harassment, discrimination or other forms of retaliation on the
part of the Organization, or any of its Directors, Officers, Employees, or Volunteers, as a
consequence of the good-faith filing of a report relative to possible violations of any stature,
regulation, applicable ethical standard or policy or procedure of the Organization.

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3. Audit Oversight Policy. If required by statute, regulation or contract, if deemed necessary
and practicable by the Board of Directors, or if mandated by any empowered governmental
agency, the accounts of the Organization shall be subject to an annual audit report.
4. Code of Ethical Conduct. This Organization is committed to maintaining the highest
standard of conduct in carrying out all fiduciary obligations in pursuit of the tax-exempt
mission and purposes. As such, all Directors, Officers and Employees shall adhere to the Code
of Ethical Conduct.
5. Record Retention. The Organization shall adopt, and at all times honor, the terms of an
established document retention policy in place for the preservation of such documents that
are identified as potentially subject to known, and reasonably anticipated, investigation by
governmental agencies.

ARTICLE XI
Amendment of By-Laws

Section 1. These bylaws may be amended, altered or repealed by an affirmative vote of a two-
thirds (2/3) majority of the members present and voting at any annual or special meeting of
the members, provided that notice of such meeting contains a copy of the proposed
amendment and provided that there is a quorum present.

Section 2. These bylaws may not be altered, amended or repealed if such action would in any
way adversely affect the Organizations qualifications under Section 501 (c)(3) of the Internal
Revenue Code of 1954 or any successor provision.

End