Bylaws of Loisaida United Neighborhood Gardens Inc. (LUNGS)
Proposed December 2, 2023
ARTICLE I. NAME OF ORGANIZATION
SECTION 1. NAME
The Organization shall be known as LOISAIDA UNITED NEIGHBORHOOD GARDENS INC. “LUNGS”.
ARTICLE II. SPECIFIC PURPOSE
SECTION 1. PURPOSE OF THE ORGANIZATION
The purpose of LUNGS is to unite the community gardens in Loisaida, the Lower East Side and the East Village to promote, protect and preserve gardening and greening through cooperation, coordination and communication. LUNGS advocates on behalf of membership diversity, permanent community gardens and public green spaces.
SECTION 2. PROPERTY
All property received by LUNGS, whether by gift, bequest, devise or otherwise, shall be used exclusively to promote, carry on and further the activities, objects and purposes set forth in the bylaws.
ARTICLE III. MEMBERSHIP
SECTION 1. MEMBER GARDENS
The membership of LUNGS shall consist of community gardens located in the Loisaida, the Lower East Side and the East Village neighborhoods (a “Member Garden”). Each Member Garden will have one vote at LUNGS meetings. LUNGS meetings will deal with issues pertaining to the governance of LUNGS.
Each Member Garden will designate a garden representative to attend membership meetings and vote (a “Designated Representative”).
Membership dues shall be $10 per garden or organization annually, payable by June 1. Dues may be changed upon a vote of the membership.
A Member Garden must be current with the annual dues established by the membership; and have a representative of the Member Garden attend at least two meeting per calendar year.
SECTION 2. AFFILIATE MEMBERS
Affiliate membership may also be granted to organizations interested in the purposes of LUNGS upon approval vote by the membership and payment of annual dues. Affiliate members are encouraged to attend meetings but cannot vote at LUNGS meetings.
ARTICLE IV. MEETINGS
SECTION 1. LUNGS MEMBERSHIP MEETINGS
The LUNGS annual meeting shall be held (no later than June 1 of) each year at such date, time and place as the board may determine. The election of directors, amendment of the bylaws, if any, and any issues which the board deems relevant for voting by general membership will take place at the annual meeting. Member Gardens in good standing will be eligible to vote provided that membership dues have been paid prior to the annual meeting. An up-to-date list or record of Member Gardens entitled to vote shall be kept by the secretary and shall be available at all membership meetings.
Other than the LUNGS annual meeting, other LUNGS meetings of the membership shall be scheduled by the board as necessary and at such time and place as the board may determine; provided, however, that the board shall schedule at least one LUNGS meeting, in addition to the LUNGS annual meeting, each year. All meetings are open to the public.
SECTION 2. SPECIAL MEMBERSHIP MEETINGS
Special meetings of the members may be held upon the call of the president, three board members or three Member Gardens. Seven days written notice of the time, date and place of such meeting shall be delivered by the board via email to each Member Garden.
SECTION 3. COMMITTEE MEETINGS
The board may designate one or more ad hoc committees, each of which will consist of at least one committee chair. Committee members may be any gardener or other interested individuals. All committee members may vote on committee decisions. The chair of the committee will be appointed by the board. The studies, findings and recommendations of all committees will be reported to the board for consideration and action.
SECTION 4. QUORUM, ADJOURNMENTS OF MEETINGS
At all LUNGS meetings of the Member Gardens, one-fifth of the members entitled to vote, shall constitute a quorum for the transaction of business.
SECTION 5. ACTION BY VOTE
Except as indicated elsewhere in these bylaws, a majority of votes cast in person at any membership meeting where a quorum is present shall be sufficient to authorize any action of the members.
ARTICLE V. BOARD OF DIRECTORS (THE “BOARD”)
SECTION 1. NUMBER, QUALIFICATIONS, ELECTION AND TERM OF OFFICE
The LUNGS Board of Directors is to be elected by the Designated Representatives of Member Gardens. The board will be elected from among the Designated Representatives of the Member Gardens. The number of directors shall be no fewer than five. The directors will serve for a two-year period.
To be eligible for election to the board a person must be the Designated Representative of a Member Garden in good standing with LUNGS.
At the annual meeting, the members, by vote of a plurality of all members entitled to vote, shall elect directors to replace those whose terms are expiring.
SECTION 2. POWERS AND DUTIES
The board shall be the operating body of LUNGS and shall have general power to manage and control the affairs and property of LUNGS. The board shall have full power, by majority vote, to adopt rules and regulations governing LUNGS and shall have full and complete authority with respect to the distribution and payment of the monies received by LUNGS from time to time; provided, however, that the board shall not have the power to contravene the fundamental and basic purposes of LUNGS.
SECTION 3. REGULAR BOARD MEETINGS
Regular meetings of the board may be held at such place and time as the board may determine. Notice of such time and place shall be given to each Member Garden by email, at least seven days prior to such meeting. Board meetings are open to all Member Gardens, but discussion and voting is reserved for the board.
SECTION 4. SPECIAL BOARD MEETINGS
Special meetings of the board may be held at any time and place upon the call of the president of LUNGS or at least three members of the board. Notice by email of the time, place and purpose of every special meeting of the board shall be given to each director.
SECTION 5. QUORUM
A majority of the directors present shall constitute a quorum for the transaction of business.
SECTION 6. ACTION OF THE BOARD
Except as indicated elsewhere in these bylaws, a majority of the votes cast at any meeting of the board, where a quorum is present, shall be sufficient to authorize any action of the board, (provided that) The purchase, sale, mortgage, or lease of real property shall be authorized by at least a two-thirds vote of the entire board. No director shall have the power to act unilaterally to implement LUNGS policies or to authorize actions or to represent LUNGS without the specific approval of the board.
SECTION 7. ACTION WITHOUT MEETING; PRESENCE AT MEETINGS
Any action required or permitted to be taken by the board may be taken without a meeting if all members of the board have been informed and consent in writing or email to the adoption of a resolution authorizing the action. Such unanimous consent shall be filed with the minutes of the next board meeting. Any one or more members of the board or any committee thereof may participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
SECTION 8. ORGANIZATION
The president of LUNGS shall preside at all meetings of the board or, in the absence of the president, the directors present shall choose a presiding officer.
The secretary of LUNGS shall act as secretary of all meetings of the board, but in the absence of the secretary, any person may be appointed by the directors present to act as secretary of the meeting.
SECTION 9. ANNUAL REPORT OF THE DIRECTORS
At the annual meeting of members, the board shall present a report, (i) verified by the president and treasurer and adopted by the board , or (ii) certified by an independent public accountant or certified public accountant, showing in appropriate detail the following: the assets and liabilities, including restricted funds, of LUNGS as of the end of each (fiscal year) calendar year; the principal changes in assets and liabilities.
ARTICLE VI. OFFICERS
SECTION 1. NUMBER AND QUALIFICATIONS
The officers of LUNGS shall be a president, a vice president, a secretary, a treasurer and a program director; and such other officers, if any, as the Designated Representatives of the Member Gardens may from time to time designate. The board will be elected from among the Designated Representatives of the Member Gardens.
SECTION 2. ELECTION AND TERM OF OFFICE
Each officer of LUNGS shall be elected by a majority vote of the board members present at the annual meeting and shall hold office for two years. An officer vacancy may be filled by a vote of the board on an interim basis until the next annual meeting. A special meeting will be called within four weeks for the board to elect a replacement officer.
Officers and their responsibilities shall include but not be limited to:
President—The president shall be the principal elected officer of LUNGS. He or she shall preside at all meetings, shall serve as an ex officio member of all committees, and shall have such other powers and duties as needed to conduct the day-to-day business of the organization and be a signatory on the bank account.
Vice President—The vice president shall coordinate fundraising activities and, in the event the president is unable to serve, the vice president shall perform the duties of the president.
Secretary—The secretary shall send out notices of all meetings in accordance with (to the bylaws); shall keep a book of minutes of all meetings of the board and membership and make the minutes available to Member Gardens upon request.
Treasurer—The treasurer shall keep and maintain adequate and correct financial records of the organization and be a signatory on the bank account.
Program Director—The program director will coordinate LUNGS activities with other groups and liaise with all LUNGS committees.
SECTION 3. REMOVAL; RESIGNATION
Any officer of LUNGS may be removed, with cause, by a vote of at least two-thirds of the board of directors (Member Gardens) at a meeting called for that purpose. Any officer may resign at any time by giving written notice to the board, unless otherwise specified herein. The acceptance of such resignation shall not be necessary to make it effective.
SECTION 4. VACANCIES
In case of any vacancy in any office from any cause, including death, resignation or removal of any officer or the authorization of a new office, a new officer may be elected by the board to fill such vacancy.
SECTION 5. OFFICERS AND THE BOARD OF DIRECTORS
All officers shall be ex officio members of the board with voting rights.
ARTICLE VII. ADVISORY COMMITTEES
SECTION 1. APPOINTMENT
The board may appoint from time to time any number of persons as advisors to LUNGS to study any policy or issue designated by the board and to recommend to the board a proposed course of action. These persons, or advisory committee, shall serve at the pleasure of the board and shall receive no compensation other than reasonable expenditures incurred in activities for the benefit LUNGS as authorized by the board. The board shall evaluate the recommendation of the advisory committee, but neither the board nor any committee of the board shall be permitted to delegate its authority or responsibility as a director of LUNGS to any such advisory committee.
ARTICLE VIII. CONTRACTS, BANK ACCOUNTS, CHECKS, INVESTMENTS
SECTION 1. BANK
A bank will be determined by a vote of the board. There will be three signatories on the account, the president, the treasurer and another board member voted by the board. Two signatories will be required for all bank expenditures.
SECTION 2. INVESTMENTS
The funds of LUNGS may be retained in whole or in part in cash or be invested and reinvested from time to time in such assets as the board in its discretion may deem desirable.
SECTION 3. FINANCIAL EXPENDITURES
All financial expenditures over the amount of five hundred dollars ($500) must be authorized by the board and must be signed by two officers, to be designated by the board.
ARTICLE IX. OFFICE AND BOOKS
SECTION 1. OFFICE
The principal office of LUNGS shall be in the City of New York.
SECTION 2. ORGANIZATIONAL RECORDS
There shall be kept at the principal location (office) of LUNGS correct books of account of the activities and transactions of LUNGS, including a membership list and board minute books, a copy of the bylaws, and all financial records kept electronically.
ARTICLE X. MISCELLANEOUS PROVISIONS
SECTION 1. FISCAL YEAR
The fiscal year of LUNGS shall be from July 1 until June 30.
SECTION 2. INDEMNIFICATION
LUNGS may, to the fullest extent now or hereafter permitted by law, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that s/he, his/her testator or intestate was a director, officer, employee or agent of LUNGS, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorney fees.
SECTION 3. AMENDMENTS
These bylaws may be amended by a two-thirds affirmative vote at a meeting of the membership duly called for the purpose of amending these bylaws, providing notice of the substance of such proposed amendment(s) has been included in notice of the meeting.