Article 1. General.

1.1 Offices. The 100-168 West 121* Street Resident Block Association (the "Block Association") may maintain offices at a location as designated by the Board of Directors (the "Board") from time to time.

1.2 Purpose. The Block Association is organized exclusively for charitable purposes including, for such purposes, the making of distributions to organizations that qualify as exempt under Section 501(c)(3) of the Internal Revenue Code or any corresponding section of any applicable future tax code. The purpose of the Block Association is to organize residents to improve the quality of life in the community by pooling talents and resources for mutual social and economic benefits, and to keep the block a safe, friendly and beautiful place to live. The Block Association will support and respect a diverse and inclusive community with a rich heritage and culture.

Article 2. Board of Directors and Officers.

2.1 General Powers. The affairs of the Block Association shall be managed by the Board of Directors.

2.2 Qualification. To qualify for nomination as a Director, a party must:

• Be a voting Member of the Block Association;

• Have lived in a residence on the block as his or her primary residence for at least two years prior to the election and must continue to reside on the block throughout his or her term; and

• Have attended at least two Member Meetings in the six months prior to the nomination period of each year.

2.3 Number and Tenure. The Board shall have no fewer than five (5) Directors. The number of Directors may change from time to time by amendment to these Bylaws, but no decrease in number of Directors may shorten the terms of any incumbent Director. In the Annual Member Meeting to be held in October 2018, Directors shall be elected by the Members to the Board of Directors in the named officer positions of President, Vice President, Secretary, Treasurer and Alternate. In the Annual Member Meetings beginning in October 2019 the Members will vote for membership in the Board of Directors generally, and the Board of Directors will elect officers from among the elected Directors. In order to stagger membership to maintain continuity on the Board, the President elected at the 2018 Board of Directors will serve a three (3) year term that will conclude in October 2021; the Secretary, Treasurer and Vice President will serve a two (2) year term that will conclude in October 2020 and the Alternate will serve a one (1) year term that will conclude in October 2019. Any Director elected or appointed after the elections held at the Annual Member Meeting in October 2018 will serve for a two (2) year term or until s/he dies, resigns or is removed by a majority vote of the Directors per Section 2.4 of this article.

2.4 Resignation, Removal and Vacancies. Directors may resign at any time by delivering notice to the President or Secretary of the Board. Directors may be removed upon a vote of the majority of remaining Directors. Directors may vote on removal of Directors for cause, which shall include but is not limited to unexcused absence by a Director from more than three (3) Board meetings during the prior twelve (12) months. Vacancies on the Board may be filled by a vote of a majority of the remaining Directors. If a Director resigns from membership on the Board, they simultaneously and automatically resign from any officer position that they hold.

2.5 Presumption of Assent. A Director present at a Board Meeting is presumed to agree to any action taken at such meeting unless his or her dissent is entered into the minutes of the meeting or unless s/he files written dissent with the Secretary before the meeting is adjourned or forwards dissent by registered mail to the Secretary immediately after the meeting. A Director who voted in favor of an action may not later dissent.

2.6 Compensation. Directors/Officers shall receive no compensation for serving on the Board.

2.7 Loans. No loans may be made by the Block Association to its Directors.

2.8 Action without a Meeting. Any action which could be taken at a meeting of the Board may be taken without a meeting if a written consent setting forth the action so taken is signed by each Director. Any such written consent shall be inserted in the record books as minutes of the meeting.

2.9 Committees. The Board may appoint committees to advise the Board by resolution adopted by a majority of the Board. If the committee shall exercise authority of the Board in management of the Block Association such committee shall consist of at least two (2) Directors.

Article 3. Officers.

3.1 Positions. Directors will be named to the officer positions of President, Vice President, Secretary, Treasurer and Alternate. All Directors, including the Alternate, have the right to vote. Assistant officers as deemed necessary may be appointed by the Board.

3.2 President. The President is the chief officer, primary representative and Chair of the Board. The President shall preside over Board and Member meetings, may appoint or remove staff, consultants or advisors (including lawyers, auditors or insurance brokers as necessary from time to time). The President shall perform all duties incident to the office of President and such other duties as determined by the Board from time to time.

3.3 Vice President. The Vice President shall assist the President at the President's request and perform the duties of President in the President's absence, and perform all duties incident to the office of Vice President and such other duties as determined by the Board from time to time.

3.4 Secretary. The Secretary shall maintain attendance records and meeting minutes, maintain the block email list, see that all notices are duly given in accordance with these bylaws, be custodian of records, email minutes to the Members at least three (3) days prior to the meetings, distribute copies of written materials at meetings, maintain completed proxies, distribute blank proxies and perform all duties incident to the office of Secretary and such other duties as determined by the Board from time to time.

3.5 Treasurer. The Treasurer shall be responsible for the funds and deposits of the Block Association, collect dues and other payments, share monthly financial reports to the Members via email at least three (3) days prior to the subsequent Member Meeting and distribute hard copies at such meeting, ensure that any signature requirements on checks are complied with, issue receipts for cash received and perform all duties incident to the office of Treasurer and such other duties as determined by the Board from time to time.

3.6 General Duties. All Officers shall act in a legal, moral and ethical manner at all time. All Officers shall share all correspondence on Board matters with the President prior to distribution.

Article 4. Members.

4.1 Eligibility. Application for voting membership in the Block Association is open to any current resident or property owner on 121* Street between Malcolm X and Adam Clayton Powell Jr. Blvds over the age of 18. The Board shall have the authority of establish non-voting categories of membership. Only members who pay annual dues are eligible to vote.

4.2 Voting. Each home/condo/coop/rental unit is entitled to one vote. Members may appoint a voting representative to cast votes by proxy. Proxy must be provided to another eligible member of the Block Association in the format established by the Board from time to time. If a meeting is proposed to vote on new or revised bylaws, a special bylaws proxy which states the proposed changes to such bylaws must be provided.

4.3 Dues. The amount required for annual dues shall be determined by a majority vote of the voting Members at the annual meeting of Members.

Article 5. Meetings.

5.1 Meetings. The Board will specify the time and place for regular Member Meeting, the Annual Member Meeting and regular Board Meetings by resolution. The Board will meet at least quarterly for Board Meetings and will hold the Annual Member Meeting in October of each year. Any three Directors may call Special Meetings of the Board.

5.2 Notice/Waiver of Notice. Notice of all meetings will state the place, date and time. Notices for Board Meetings will be delivered to Board Members personally or sent by email or mail to the Director's address of record at least two (2) days prior to the meeting date. Notices for Member Meetings, including the Annual Member Meeting, will be delivered to Members personally (including by posting on the doors of member residences) or sent by email or mail to each member's address of record at least two (2) days prior to the meeting date. Notices for Member Meetings in which amended or replacement bylaws are proposed shall be delivered at least thirty (30) days in advance of such meeting. The business to be transacted or the purpose of the meeting is not required to be included in the notice unless the proposed business is an amendment or replacement of the bylaws. If notice is required to be provided in writing per New York law, these bylaws or any other constituent documents a waiver of such notice signed by the party entitled to notice is equivalent to giving notice. Attendance by a Member or Director at a meeting shall constitute a waiver of notice unless such Director attends the meeting for the express purpose of objecting to the transaction of business because the meeting was not lawfully called or convened.

5.3 Quorum. A majority of the total number of Directors constitutes quorum for transaction of business by the Board. Three (3) Directors and at least (3) non-Director Members in good standing or three (3) Members by proxy constitute quorum for voting by Members at a meeting.

5.4 Manner of Acting. The act of a majority of Directors present at a meeting at which a quorum is present is an act of the Board unless the act of a greater number is required by law or these bylaws. The act of a majority of voting Members in good standing present at a meeting at which a quorum is present is an act of the Members unless the act of a greater number is required by law or these bylaws.

Article 6. Contracts, Checks, Deposits, Books and Records.

6.1 Contracts. The Board may authorize officers to enter into any contract or execute and deliver such contracts in the name of the Block Association.

6.2 Loans. No loans shall be contracted on behalf of the Block Association by any Director or Member.

6.3 Checks, drafts, etc. All checks, drafts and other order for payment of money issued in the name of the Block Association shall be signed by such officer or officers as determined from time to time by resolution of the Board.

6.4 Deposits. All funds shall be deposited in such bank as the Board may select.

6.5 Gifts. The Treasurer may accept any gift or contribution on behalf of the Block Association as permitted by applicable law.

6.6 Books and Records. All books and records may be inspected by any Director or any voting Member in good standing for any proper purpose at any reasonable time upon reasonable notice to the Secretary.

Article 7. Fiscal Year.

The fiscal year shall run from October 1 to September 30.

Article 8. Indemnification.

To the full extent permitted by applicable law, the Block Association shall indemnify any person who was or is a party to any action, suit or proceeding by reason of the fact that s/he was or is a Director or officer of the Block Association, or is or was serving at the request of the Block Association, against expenses (including attorney fees), judgments, fines, and amounts paid in settlement in connection with such action, suit or proceeding. The Board may, at any time, approve indemnification of any person as provided by applicable law, except in relation to matters in which such party is adjudged in such action, suit or proceeding to be liable for negligence or misconduct in accordance with a duty. The indemnification provided herein shall not be deemed exclusive of any other rights to which such party is entitled by law or contract. The Block Association shall purchase and maintain director and officer insurance on behalf of any party who is an officer, director, employee or agent to the extent permitted by applicable law against any liability asserted against such party and incurred by such party in any capacity arising out of such party's status as such, whether or not the Block Association would have the power or obligation to indemnity such person against liability under this Article.

Article 9. Amendments.

These Bylaws may be amended and new bylaws shall be adopted by a majority of all voting Members in good standing at a regular or special meeting; such majority much include a majority of all Directors. These Bylaws may also be amended and new bylaws may be adopted by a majority vote of all voting Members in good standing.

Article 10. Dissolution.

In the event of dissolution of the Block Association, any funds remaining in the accounts of the Block Association shall be donated to a public school in Harlem on behalf of the Block Association.