Bylaws - June 2025 | Rivertontenants

RIVERTON TENANTS ASSOCIATION BYLAWS

501(c)(3)A Not-for-Profit organization

pursuant to the Laws of the State of New York

ARTICLE I-- STATEMENT OF PURPOSE

The mission of the Riverton Tenants Association is to serve as the unified voice

for the Tenants of the Riverton development regarding legal, financial, and policy

matters that affect them collectively. Our objectives are to:

• Advocate for quality living conditions within the complex and the surrounding

Harlem community.

• Advocate for the timely and efficient maintenance of the Riverton development’s

infrastructure and grounds, as well as the delivery of services.

• Serve as a tenant representative and liaison between the tenants and

management’s representatives, community organizations, and governmental

agencies.

• Inspire neighborliness among tenants.

• Promote and facilitate participation in the Association by all tenants; and

• Ensure the election of officers through an open and fair process.

ARTICLE II-- NAME OF THE ASSOCIATION

The official name of the organization shall be the RIVERTON TENANTS

ASSOCIATION, hereinafter referred to as the "RTA” or the "Association."

ARTICLE III—GOVERNANCE

Section 1: Composition

1.1The Executive Board shall govern the Association, hereinafter also referred to

to as the “Board,” consisting of the elected officers (Chair, two Vice Chairs,

Treasurer, Secretary, and two Sergeant-at-Arms, as well as two consultants

appointed by the Chair with the consent of the officers.

1.2 As the chief governing body, the Board has the full power and authority to

manage all matters of the Association, and to carry out the purpose of the

Association as outlined in Article I.

1.3 Any action taken by the executive board that obligates the RTA with fiscal,

legal or policy commitments beyond three years shall be presented to the RTA

membership for ratification at a special meeting called for that purpose, with a

majority of votes of members present needed for approval.

Section 2: Removal and Vacancies

2.1 An officer may be removed from office for failure to carry out his/her

duties as determined by a two-thirds (2/3) vote of a quorum of the

Executive Board.

2.2 An officer shall be removed if they are deemed permanently absent. An

officer shall be considered permanently absent upon death, resignation, or

consecutive absences from either two general meetings or three Executive

Board meetings.

2.3 Any vacancy that occurs among the officers before the expiration of the

officer’s term of office, whether due to resignation, permanent absence, or

death shall be filled in the following manner for the remainder of the

applicable officer’s term.

(a) Chair: The 1st Vice Chair will succeed to serve as Chairperson for the

duration of the existing term of the Chairperson upon the resignation,

incapacity (including temporary absence or disability lasting three (3)

months or more), or removal of the Chairperson. The 2nd Vice Chair will move

into the 1st Vice Chair position upon the 1st Vice Chair’s succession to the

Chair position.

(b) Treasurer, Secretary, Sergeant-at-Arms: Nominations to fill any

vacant positions of Treasurer, Secretary, and Sergeant-at-Arms shall be

solicited from the membership who has been an active participant as a

volunteer.

Section 3: Meetings

3.1 The Executive Board shall meet monthly at such time and place as it may

direct. Any member of the Board may call a special meeting after

giving timely notice to all Executive Board members.

Section 4: Quorum

4.1 A majority of the Board officers shall constitute a quorum for the

transaction of business at the Executive Board meetings.

Section 5: Reports

5.1 The Executive Board shall submit to the membership reports on all actions

taken. Any action taken by the Executive Board becomes an act of the Association.

If the Executive Board takes any action that the membership disagrees with, the act

may be repealed at a special meeting called for that purpose pursuant to a request

by the membership.

5.2 A quorum must be present at the meeting, and two-thirds (2/3) of the present

members must vote in favor of the repeal.

ARTICLE IV -- MEMBERSHIP

Section 1: Eligibility

1.1 All adult tenants (over the age of 18) residing in a household with a current

lease at the Riverton development are members of the Association.

Section 2: Voting

2.1 Only two (2) adult tenant members of a household shall be voting members

‘for the purpose of’ electing officers.

ARTICLE V- MEETINGS OF THE ASSOCIATION

Section 1: General Meetings

1.1 General membership meetings shall be held quarterly, i.e., four times a year.

The designated quarters are:

1st Quarter (January – March) [Budgetary proposals and event planning]

2nd Quarter (April – June)

3rd Quarter (July – September) [Election preliminaries]

4th Quarter (October – December) [Election results; Annual Mtg Reports]

1.2 A schedule of the Board’s proposed agenda for the year will be presented at

the 1st Quarterly meeting. Subsequent general meeting agenda notices

designated by the Executive Board will be posted in each building and, to the

extent possible, on the RTA website: www.rivertontenants.org

Section 2: Special Meetings

2.1 The Executive Board may call a Special meeting for a specific purpose. A

special meeting may also be requested in the form of a petition signed by 30 or

more members. The petition must state the purpose of the meeting and be addressed

to the Secretary of the RTA. The Board will consider whether to grant the

petition and make every effort to convey its decision to the petitioners within

seven (7) business days.

2.2 Notice of the time and place of a special meeting shall be posted at least

three (3) days and no more than seven (7) days before the meeting date.

Section 3: Quorum:

3.1 Except as otherwise provided in these bylaws, any meeting at which a vote

of the membership is taken to approve an action shall require a quorum of 15

members and shall be decided by a majority of the votes cast.

3.2 Each member, as defined in Article III, section 1.1, shall be entitled to one

(l) vote

on all issues before the membership. No Proxy votes shall be permitted.

ARTICLE VI-- OFFICERS OF THE ASSOCIATION

Section 1: Composition

1.1 The officers of the Association shall be as follows: Chair, two (2) Vice

Chairs, Treasurer, Recording Secretary, and two (2) Sergeant-at-Arms. Each

officer shall be elected for three (3) year term. No Member may serve more than

two (2) consecutive terms in any one officer role for which such member was

elected.

Section 2: Duties

2.1 The duties of the officers named in this Article, each of whom shall serve

without compensation, are as follows:

2.2 The Chair shall:

• Be the principal officer of the Association, presiding at all meetings of the

Association and the Executive Board.

• Be responsible, along with the other Board members, for setting the

agenda, supervising the execution of all resolutions by the membership and

the Executive Board,

• making appointments to the standing and other committees,

• conducting the business of the Association as is customary for this office.

2.3 The Vice Chairs shall:

• Assist the Chair in any duties the Chair assigns.

• Each Vice Chair is responsible, in whole or in part, for the supervision,

coordination, and delivery of information to all buildings in the Riverton

development.

• If directed by the Board, a Vice Chair may be assigned responsibility for a

single or a group of buildings within the development.

2.4 The Treasurer shall:

• Be responsible for the receipt and custody of all Association monies and

disbursements as authorized by the Executive Board.

• Maintain an accurate accounting of all monies received by the Association and

deposit or cause to be deposited all such funds in the name of and to the credit

of the Association in banks or institutions that the Federal Deposit Insurance

Corporation insures;

• Prepare and present all financial reports and

• Be an ex officio of any committee concerned with the Association's finances.

2.5 The Secretary shall:

• Be responsible for keeping a record of all correspondence of the Association,

including notices of all general and special meetings and

• Be responsible for taking attendance, presenting, and maintaining a record of

the minutes of all meetings, including but not limited to Executive Board,

general, and annual meetings, and ensuring that such meetings' minutes are

accurately recorded in their absence.

2.6 The Sergeant-at-Arms shall:

• Act as Parliamentarian

• Assist the Board in maintaining order at all meetings

• Perform such other duties as may be assigned by the Chair.

Page of 5 11ARTICLE VII —COMMITTEES

Section 1: Committee Establishment

The Executive Board may establish such committees as it deems appropriate.

Section 2: Standing Committees

The Standing Committees will include, but are not limited to, the following

three (3)committees:

• Event Committee: responsible for creating a community events calendar.

Coordinate the implementation of RTA-sponsored events as directed by the

board.

• Finance Committee: reports to and is supervised by the Treasurer. It shall

prepare and recommend an annual budget for adoption by the Executive

Board; prepare and assist the treasurer in reporting at the Annual Meeting on

the Association's fiscal state, and prepare such other reports as requested by

the Executive Board.

• Election Committee: The Election Committee shall be responsible for

conducting the Association's officer election in a fair and open process.

The Sergeant-at-Arms is an ex officio member of the Election Committee. No

other sitting member of the Executive Board shall serve on the Election

Committee. The Committee shall include at least two volunteers from the

membership solicited from the floor at the general meeting preceding the scheduled

election.

ARTICLE VIII – FINANCES

Section 1: Fiscal Year

1.1 The fiscal year of the Riverton Tenants' Association shall be from January 1

through December 31.

Section 2: Financial Management

2.1 All funds of the Association shall be deposited to the credit of the Riverton

Tenants Association under such conditions and in such banks as the Executive

Board designates. The Annual Report shall include full disclosure to the general

membership of all banks holding any of the Association's monies.

2.2 No funds shall be expended without prior authorization from the

Executive Board. Vouchers and/or receipts must be secured for all

expenditures, and annual audit reports must be given to the membership. Checks

for the expenditure of any Association funds must be signed by two (2) or more of

the Treasurer and any other designated officer.

2.3 The Chair may sign checks if the treasurer is unavailable for 48 hours.

Section 3. Indemnification

3.1 The RTA shall, to the extent legally permissible, indemnify each person who

may serve or who has served at any time as an officer, volunteer, or employee of

the RTA against all expenses and liabilities, including, without limitation, counsel

fees, judgments, fines, excise taxes, penalties, and settlement payments reasonably

incurred by or imposed upon such person in connection with a threatened, pending

or completed action, suit, or proceeding in which he or she may become involved

because of his or her service in such a capacity.

3.2 Provided that no indemnification shall be provided for such person with

respect to any matter as to which he or she shall have been finally adjudicated in

any proceeding not to have acted in good faith in the reasonable belief that such

action was in the best interests of the RTA, and further, provided that any

compromise or settlement payment shall be approved by a majority vote of a

quorum of members who are not at that time parties to the proceedings.

Section 4: Board Authorization and Plan of Dissolution

4.1 If the Executive Board dissolves the Association or the Association otherwise

becomes insolvent, the Association shall develop and implement a plan in

accordance with the 2018 Guidance Document of the Office of the New York

State Attorney General's Charities Bureau: Voluntary Dissolution of Not-for-Profit

Corporations with Assets or its successor document.

ARTICLE IX – CONFLICT OF INTEREST

Section 1: Conflict of Interest

1.1 For purposes of this provision, the term "interest" shall include personal

interest, as director, officer, member, stockholder, shareholder, partner,

manager, trustee, or beneficiary of any concern and having an immediate family

member who holds such an interest in any concern. The term "concern" shall

means any corporation, association, trust, partnership, limited liability entity,

firm, person, or entity other than the RTA

1.2 Any office key employee or key volunteer who has a direct or indirect

financial interest or a duality of interest in any matter coming before the

Executive Board shall fully disclose the nature and extent of that interest to the

board or general membership if such issues are before the membership for

consideration.

1.3 An officer, key employee, or key volunteer with a conflict of interest shall

abstain from voting on any matter in which their conflict exists and shall not

participate in any discussion or lobbying related to that matter.

1.4 The board shall determine whether a conflict of interest exists and, if so,

decide how to proceed in the best interest of the organization.

1.5 Any transaction in which an officer has a financial or personal interest shall

be duly approved by members of the executive board who are not interested or

connected, as determined to be in the best interests of the organization.

1.6 Payments to the interested officer shall be reasonable and not exceed fair

market value.

1.7 The minutes of meetings at which such votes are taken shall record the

disclosure, abstention, and rationale for approval.

ARTICLE X – ELECTION

Section 1: Election Committee

1.1 The Election Committee shall be responsible for the entire nomination/

election process, including but not limited to establishing the electoral dates.

1.2 Responsible for ensuring that all nominees for any offices are qualified as

prescribed by the bylaws. Monitoring the election process, including counting

and certifying the results of the election

1.3 Monitoring the election process, including counting and certifying the election

results at the Annual Meeting held in the fourth quarter.

Section 2 Election Timeline

2.1 At least sixty (60) days before the scheduled election of officers, the Election

Committee shall publish the election procedures for the election of officers.

2.2 All written nominations must be submitted at least 30 days before the

scheduled election.

2.3 Nominations from the floor may be accepted at a general meeting or a

special meeting called by the election committee for such purpose, no later than 30

days before a scheduled election.

2.4 Publishing the list of qualified candidates at least fourteen (14) days before

the scheduled election date.

2.5 Election results must be certified by the election committee no later than 30

days before the 4th Quarter annual meeting. Election results will be announced at

the Annual Meeting, held in the fourth quarter.

Section 3: Nominating and Election Results

1.1 Following the establishment of the electoral dates by the Election Committee,

nominations may be submitted to the Committee.

1.2 Any voting member who has previously served at least one full term as an

office or an active member in a leadership role of an RTA committee in a

minimum of (2) two years is eligible to be nominated for the office of Chair and

Treasurer.

1.3 Any voting member who has been a tenant in the development for (2) years

or more is eligible to be nominated for the office of Vice Chair, Secretary, or

Sergeant-at-Arms.

1.4 Nominations for Chair and Treasurer shall be accepted in written form

within 30 days before the scheduled election.

1.5 When there are no nominated candidates for an open position before a

scheduled election, the election committee may accept from the floor at a

general meeting or special meeting called by the election committee for such

purpose to fill the open seats.

1.6 For nomination and voting, all tenants must show proof of Riverton tenancy

during the election period, upon request by the Election Committee.

1.7 The election of the officers of the Association shall be determined by a

plurality(for each office, whenever there are more than two (2) candidates for an

office on the ballot) or by a majority of the votes cast.

1.8 The election committee is the sole and primary committee responsible for

certifying the election results by these bylaws.

ARTICLE XI – RATIFICATION & AMENDMENTS

Section 1: Ratification

1.1 After the majority approval of the Executive Board, the bylaws shall be ratified

by two-thirds (2/3) of the vote of the general membership present at the meeting.

Section 2: Bylaw Amendments and Standing Rules

2.1 Any proposed amendment(s) to these Bylaws must be submitted in writing to

the Executive Board for approval before a regular membership meeting. If

approved by the Board, the proposed amendment(s) shall be submitted to the

membership for adoption. Adoption requires a two-thirds (2/3) vote of those

present at the meeting, provided that the number present constitutes a quorum.

2.2 The RTA may develop and approve standing rules in accordance with these

bylaws by a 2/3 majority of the executive board. Such rules shall be enforceable until

modified or superseded by a majority of the membership at a regular meeting.

2.3 For this provision, the standing rules outline the procedures of the RTA that are not

included in the bylaws and must not conflict with the bylaws.

2.4 No notice is required for consideration of standing rules; however, rules take

effect 30 days after approval and must be published to the membership.

The bylaws were duly amended and voted on by the full membership on October 10,

1981.

These Bylaws were duly amended and voted on by the full membership at its

Annual meeting on January 17, 2008.

These Bylaws were duly amended and voted on by the full membership at its

Annual meeting held on Wednesday, September 28, 2011

These Bylaws were revised, voted on, and adopted by the full membership at its

A general meeting was held on June 13, 2018.

These Bylaws were revised, voted on, and adopted by the full membership at its

A general meeting was held on June 12, 2025.