What are the By-Laws?

How do the By-Laws effect the SHAREHOLDERS?

Why are the By-Laws so important?

Concourse Village By Laws

Article I: DECLARATION OF PURPOSE

Section 1: The CVI corporation is organized under and pursuant to the Limited-Profit

Housing Companies Law of the State of New York and with the approval of the Commissioner of Housing of the State of New York (hereinafter referred to in these By-Laws as the"Commissioner" or “DHCR”).

Section 2: The object of the CVI Corporation is to democratically, operate economically smart, safe and sanitary homes for working persons of low to moderate incomes, in accordance with cooperative principles and Rochdale Principles.

Article II: SHAREHOLDERS

Section 1: The shareholders are the cooperative co-owners of Concourse Village Inc. they purchased the right to live in a Unit or apartment in a Self-Governing Mitchell Lama Cooperation complex, where they have a duty to VOTE during ALL elections and participation is required for a democratic and fair Village. A corporation made of a group of people, with shared interests that are authorized by law to act as ONE, CVI having its own democratic powers, duties, administrative, governing, and business decisions are then approved by DHCR.

Section 2: Each Shareholder and Unit has ONE vote at all matters requiring a vote, concerning CVI. The signature and voting must be done by the head of household and are entitled to vote on major decisions, financial spending, polices and anything concerning CVI( such as adding any storage rooms, vending machines and so forth). They will be provided with detailed budgets once a year, and quarterly budgets will be posted on the website along with the operating and information (see ART: Sec: ).

Section 3: All Shareholders are to be good neighbors, all of CVI property is our Home and we share it with our family and our Community of 1,872 families. We must be aware that the actions of one of us effects all of us, proper garbage disposal, cleaning up after our children, pets and are responsible for visiting family and friends.

Section 4: Shareholders rights include can be found ________________. Each shareholder is to receive a full detailed financial budget 14 days prior to the annual meeting. Each shareholder should be given their certificate of stocks.Each shareholder is entitled to receive Maintenance service within 1-2 days of request, 24/7 maintenance service is the legal purpose of having any maintenance staff living on property. Each shareholder is entitled to live in a safe environment, legally building of 8 or more units are required to have working two way intercom system.

2.5: Shareholders have first priority when seeking to transfer apt/unit as long as it is legal, such as a change in family size. When a Shareholder transfers apt/unit they will be credited the value of their present apt/unit minus the 2-3 months

OFFICE OF INTEGRATED HOUSING MANAGEMENT MEMORANDUM #2022 – B – 1In 2021, Private Housing Finance Law (PHFL) §31-c was enacted. It allows with respect to internal transfers a transferring tenant cooperator to apply the value (minus 2-3 months of maintenance) and equity of his or her shares toward any consideration required to be paid for the new apartment.

Second priority. Pursuant to § 31(7) of the Private Housing Finance Law, preference

in admission to a project with an open waiting list, as determined by HPD, shall be given

to persons who are veterans as such term is defined pursuant to § 85 of the Civil

Service Law or their surviving spouses, and for projects with a closed list, as

2.6(a) : No housing company shall interfere with the right of a share- holder or tenant to form, join or participate in the lawful activities of any group, committee or other organization formed to protect the rights of shareholders and tenants; nor shall any housing company harass, punish, penalize, diminish, or withhold any right, benefit or

privilege of a shareholder or tenant under their proprietary lease or tenancy for exercising such right.

b) Shareholder and/or tenants' groups, committees or other shareholder and/or tenants' organizations shall have the right to meet without being required to pay a fee in any location on the premises including a community or social room where use is normally subject to a fee which is devoted to the common use of all shareholders and/or tenants in a peaceful manner, at reasonable hours and without obstructing access to the premises or facilities. No housing company shall deny such right.

(c) The board of directors shall take all necessary and appropriate actions to ensure that a manager or agent of the housing company complies with the requirements in this subdivision.

Article III: BOARD OF DIRECTORS

The Board of Directors are Shareholders who are voted for by Shareholders, trusted to uphold their fiduciary responsibility and act for the good of CVI at all times, to hold CVI before their own interest, to inform on all matters, collect consensus for decisions and make Shareholders part of the decisions that they will be accountable for, to immediately create a WEBSITE where they will share minutes of all meetings, meeting dealing with sensitive issues will be published with redactions, detailed board votes with names and how they voted. 2022 DHCR,PHFL,BCL.

.1.a: DUTIES

9(a) The Board of Directors, subject to all laws, regulations and DHCR

procedures, shall have entire charge of the property, interests, business and transactions of the

Corporation. The Beard of Directors may delegate to the officers of the Corporation such powers and authority, and assign to them such duties as the Board may deem necessary, proper or appropriate to the effective implementation of the Corporation's business. The Board of Directors may adopt such code of conduct for its members, rules and regulations for the conduct of their meetings and the management of the affairs of the Corporation as they may deem proper and not inconsistent with law.

All information, contracts, inquires, etc. should be referred to the Board

through the President and made available to all Board members. No unilateral action by an individual Board member is permitted unless specifically authorized by a Board resolution.

9(c) The President and/or his/her designee is hereby authorized to make

emergency decisions after an attempt has been made to contact Board members. Any such designee must also be a Board Member. He or she must subsequently apprise the Board of any action taken.

3.2.a Key Legal Requirements and Duties

Fiduciary Duties: Directors must uphold three core duties:

Duty of Care: Acting with reasonable diligence and making informed decisions.  Duty of Loyalty: Placing the corporation's best interests above personal or outside interests.  Duty of Obedience: Ensuring compliance with applicable laws, regulations, and company bylaws. Corporation. The Beard of Directors may delegate to the officers of the Corporation such powers and authority, and assign to them such duties as the Board may deem necessary, proper or appropriate to the effective implementation of the Corporation's business. The Board of Directors may adopt such code of conduct for its members, rules and regulations for the conduct of their meetings and the management of the affairs of the Corporation as they may deem proper and not inconsistent with law.

All information, contracts, inquires, etc. should be referred to the Board through the President and made available to all Board members. No unilateral action by an individual Board member is permitted unless specifically authorized by a Board resolution.

9(c) The President and/or his/her designee is hereby authorized to make emergency decisions after an attempt has been made to contact Board members. Any such designee must also be a Board Member. He or she must subsequently apprise the Board of any action taken.

The Board of Directors and/or managing agent of each municipally-aided mutual company shall post on a website created for each mutual company the following documents:(1) redacted retainer agreements, (2) redacted contracts for building services, construction and repairs, (3) all board resolutions (including how each board member voted) and all minutes from board of directors’ meetings that have been redacted for confidential information, (4) any request by the mutual company to the supervising agency and any final resolution regarding such request, when the request relates to a change in rules, a change in its real estate taxation, a refinancing or financing being offered by the supervising agency, or any other agency or a proposed dissolution and reconstitution, (5) any deficiency letters issued by the Office of the Attorney General to the mutual company regarding an offering plan for dissolution and reconstitution of the mutual company, any deficiency letters issued by the Office of the Attorney General to the mutual company regarding a proxy statement or any other documents permitted by the Attorney General instead of such offering plan, and any loans any of the mutual company’s resubmissions of such offering plan or proxy statement or any other documents permitted by the Attorney General instead of such offering plan in response to such deficiency letters issued by the Office of the Attorney General, and any offer of financing from the supervising agency or any other agency to the mutual company, any open violations past due, resolved, and given.

reconstitution. Any communications between the New York State Office of the Attorney General and such mutual company.

• Require housing companies to make the transcripts from rent/carrying charge increase hearings available to tenant/cooperators for review and to post such transcripts on a website created and maintained by the housing company.

• Obligate members and officers of the Board of Directors to comply with the Private Housing Finance Law as well as DHCR rules and HPD directives and require members of the Board of Directors to attend training sessions.

• Prohibit directors who are removed in accordance with Private Housing Finance Law § 32(6) from running as candidates for the Board of Directors for any mutual housing company development for three years from the date of such removal.

(i) the managing agent must promptly notify HPD if the housing company makes

payments to and/or incurs charges from any vendor or service provider that in the

aggregate equal or exceed $100,000 in any fiscal year. Such notification shall be in

writing and must be made no more than seven days after such payments and/or

incurred charges reach the $100,000 limit; and

(ii) upon a housing company making payments to and/or incurring charges from

any vendor or service provider that in the aggregate equal or exceed $100,000 in any

fiscal year, no further charges may be incurred without the prior written approval of

DHCR .

The Board of Directors are in control of CVI’s Finances, they are the final decision on what to purchase and which company is chosen for contracts. They are the immediate supervisors and hire The Management Company and The Maintenance Department, the Management Co can suggest a maintenance director, companies to hire for contracts, and can hire and dismiss workers, HOWEVER it is a responsibility of the Board to conduct interviews, for causes, background checks, certifications and use their resumes and work history as well. The Board of Directors hold the ultimate legal fiduciary duty to manage the developments finances in the best interest of CVI, property, buildings and Shareholders. They approve operating budgets, Improvement, plans, and major expenditures, higher evaluate, and retain or fire. the management company. New York State home and community renewal DHCR supervisors the board, management, maintenance. They also approve incoming shareholder attendance, and they also look at our affidavits so you can say that DHCR supervisors all of Concord Village Inc. DHCR looks at our budget rent and carrying charge adjustments major contracts and review and approve that the property remains compliance and financially solvent.

3.3 Section 17 of the private housing finance law is amended by adding two new subdivisions 4 and 5 to read as follows:

4. Notwithstanding the provisions of any law, general or special, a board of directors of a company created pursuant to the provisions of this article shall,Hold at least six meetings of its members annually. Such meetings shall be open to the shareholders and residents, except that they may include executive sessions open only to directors for the sole purpose of discussing confidential personnel issues, legal advice and counsel from an attorney to whom the housing company is a client, or confidential issues affecting individual shareholders or residents, or contract negotiation.

(b) File with the commissioner or the supervising agency, as the case

may be, a record of any vote on a resolution of such board, including specification of how each director voted. Such record shall be a matter of public record. S. 6412

communication to the housing company from the commissioner or the supervising agency, as the case may be, or the office of the attorney general, regarding regulations, changes in regulations, taxation, finances, refinancing, or, in the event of a proposed dissolution and reincorporation, the review of any version of an offering plan.

(d) Investigate any substantive allegation that a tenant is not occupying his or her dwelling unit as his or her primary residence.

3.4. 1. Notwithstanding any provision of law to the contrary, no company or urban rental company, as such terms are defined in section of the private housing. The Executive Board will be dissolved until further notice, due to their ability of a few, to over-rule the majority of Board members.

Section 2: NUMBER AND QUALIFICATIONS

3.2.a the number of directors shall be 13 and there shall be seven (7) candidates elected in 2010 and six (6) candidates elected at the Annual Meting to be held in

3.2.b (a) All Directors shall be at least 21 years of age.

3.2.c (b) All Directors shall be legal residents of the United States.

3.2.d(c) All Directors shall be current stockholders of Concourse Village, Inc. for a minimum of three (3) months prior to January 1st of the year of election. 1(d) The stockholder has not been found or proven by a governmental administrative proceeding or in a court of law to have committed an act or acts of fraudulent or illegal behavior detrimental to the Corporation.All Directors shall be covered by Liability Insurance at the cost of the Corporation.

3.2.e. No otherwise-eligible person shall be prevented from being a candiate for, being elected to, or serving on a board of directors based

solely on that person owing or having owed any amount of any form of arrears to the housing company, unless, at the time of nomination, that person currently owes an amount of bona fide arrears greater than the equivalent of two months of that person's monthly maintenance. Nothing in this subdivision shall be construed to require or mandate any housing company to adopt bylaws, rules, policies, or procedures restricting any person's eligibility to be nominated, elected, or serve on a board of directors. Nothing contained in this subdivision shall be a basis in itself to deny such eligibility to any person.

3.2.f For any shareholder vote requiring a specific percentage of dwell-ing units, the term "dwelling units" shall mean all dwelling units for

which shares have been issued, regardless of whether such dwelling units are occupied or vacant.

(t) Newly elected Board members shall be invited, to attend two (2) Board meetings for the purpose of observation in the time prior to their taking office officially.

Section 3.3: OFFICERS

3.3.a:PRESIDENT

The President shall preside at all meetings of the Board of Directors and shall act as Chairperson at all meetings of the stockholders. Subject to the supervision and direction of the Board of Directors, the President shall oversee the affairs of the CVI Corporation and perform all the duties incidental to the office.

3.3.b: VICE PRESIDENT

The Vice President shall in the absence, disability or incapacity of the President have the powers and perform the duties of the President. shall affix the Seal of the Corporation to such certificates, documents and papers as may require it. the Vice President shall assist the President to oversee the affairs of the CVI Corporation and perform all the duties incidental to the office.

3.3.c: SECRETARY

The Secretary shall keep the minutes of the meetings of the Directors and stockholders;The Secretary shall perform all the duties and other duties incidental to this office with not less than two other board members not assigned for 3 months rotation.

3.3.d: TREASURER

The Treasurer shall be the chief financial officer of the Corporation and shall oversee the care and custody of all the funds and securities of the Corporation in accordance with DHCR regulations. The Treasurer shall oversee the financial and accounting operation of the Corporation and shall also participate in the Budget Preparation of the Corporation, with not less than three other board members not assigned for 3 months rotation.

3.3.e : OTHER OFFICERS

Other officers shall work with the officers assigned to DUTIES in a rotation so as to learn how these duties are performed. Other duties and have such powers as may be assigned to them from time to time by the Board of Directors.

Section 3.4:COMMITTEES

The Board of Directors may from time to time, appoint from among its members, and/or stockholders, committees with such powers and duties as it shall determine.

Section 3. Committees

A. There shall be three standing committees, and in addition the Board may create additional ad hoc committees. The Board shall select the chairs of the committees. All members of the association may become members of any committee, subject to the right of the committee chair to limit membership in his or her discretion.

B. The three standing committees shall be the Legislative and Policy Committee, the Education and Communication Committee, and the Membership and Organization Committee.

C. The Legislative and Policy Committee shall draft and promote legislation and regulation in agreement with the mission of the organization, shall promote enforcement of existing law and regulations, and shall communicate on behalf of the organization with government officials.

D. The Education and Communication Committee shall organize speakers, collect and distribute flyers, create a manual for opposing the privatization of Mitchell-Lama cooperatives, design a web site for the organization, and maintain liaison with other organizations.

E. The Membership and Organization Committee shall build the membership of the organization, arrange for informational and social meetings of the members, and coordinate with the Education and Communication Committee in providing speakers to meetings at Mitchell-Lama cooperatives.

Section 3.5: HOW ELECTED

: ELECTION

The Board of Directors on the f

Section 3.5: HOW ELECTED

: ELECTION

The Board of Directors on the first Thursday of the calendar year shall elect from its number a President and shall also elect a Vice-President, a Secretary, Treasurer and an Assistant Treasurer.

It may elect other officers as it deems necessary. All directors must be present for the election of officers, and if officers cannot be elected at the first meeting of the year as aforesaid because all the directors are not present, then election for officers shall be held at every Regular Board meeting thereafter until officers are elected. Each year the Board of Directors shall determine whether the election of officers from among its members shall be by paper ballot, hand or voice vote.

1(a) The first meeting of the year of the Board shall be presided over by the Corporation's corporate legal counsel until officers are elected.

The election of 13 Directors shall proceed as follows:

2(a)Should the stockholders approve at the Annual Meeting of 2010 amendment not be approved by the stockholders, then the number of candidates elected at the 2010 Annual Meeting shall be six (6), the number of candidates elected at the 2011 Annual Meeting shall be six (6), and directors will be elected for two (2) year terms, on a staggered basis, so that each year six (6) directors will be elected. All directors shall serve until their successors have been elected and qualify.

2(b) All voting must be by secret written or electronic ballots previously

prepared by an Election Committee with all instructions at the top of the ballot and the nominees listed by surname in alphabetical order only. The written ballots must be folded and placed in a locked box, which is to be the property of a professional organization whose business it is to verify balloting and which is independent of Concourse Village and the electronic ballots shail be voted in such manner as prescribed by such independent professional organization.

The professional organization will be selected by the Board of Directors. Counting of votes is to take place immediately after polts close.

2(c)At the Annual Stockholders meeting, nomination forms will be available to those persons wishing to place names in nomination for the Board. This nomination form must include, in addition to the full names and addresses of persons to be nominated, the full name of the cooperator making the nominations), her/his complete address (including apartment number). Each person will be entitled to two copies of the nomination form so that he/she can have one for personal

records; the second copy shall be retained by the Board Secretary for the record.

2(d)Nominations of persons to fill seats on the Board of Directors shall be made at the Annual Stockholders' meeting. Nominces need not attend the Annual meeting to be eligible for nomination. Nominations shall be made from the floor and must be seconded to be valid. (Such nominations must be made in writing on forms provided by the Board of Directors at the time of the Annual Stockholders' Meeting. The written nominations will be passed to the Secretary of the Board for the records.) Nominees shall be notified in writing within twenty-four(24) hours. Nominees shall notify, in writing (which shall include notification by facsimile) the Chairperson or Secretary of the election Committee whether they accept or decline the nomination within three (3) days of the Annual Stockholders' Meeting. There shall be no exceptions.

2(e) The Election Committee is to consist of no fewer than 12 and no more than 20 persons, who shall be volunteer stockholders of record attending the Annual Stockholders' meeting. A sign-up sheet is to be provided by the Board of Directors at the end of the meeting. No new members shall join the Committee after the sign-up sheet has been returned to the Board and has become part of the record.

2(f) Those persons who are nominated for the Board of Directors but, who would prefer instead to serve on the Election Committee must decline in writing on official forms provided by the Board at the time of the Annual Stockholders' Meeting.

2(g)Committee is responsible. Any other campaign arrangements shall be made by the respective nominee at his/her own expense.

2(j) There will be only one (1) vote for each apartment. Voting will be by

written or electronic secret ballot cast in person or by absentee ballot. No proxies will be permitted for voting. All voters will be required to present one (I) form of government issued photo identification.

2(k) Absentee ballots shall be prepared by the Election Committee no later than two (2) weeks prior to the election. Valid stockholders who present one (1) form of government issued photo identification may obtain a ballot from the Management Office. All ballots obtained from the Management Office must be completed in the Management Office and placed in the locked box to be maintained in the Office.

2(1) Homebound stockholders may request a ballot from Management by telephone. A member of the Election Committee together with a Management representative will coordinate delivery of ballot forms and the collection of completed ballots from homebound stockholders. All homebound stockholders must show one (1) form of government issued photo identification in order to obtain a ballot. The election of directors shall take place on the third Tuesday in October.

The polls shall be open for voting from 12:00pm until 9:00pm.

2(n) Each candidate shall be given a poll watcher form to be submitted to the Election Committee. The form must be returned no fewer than five (5) business days prior to the election. Only those poll watchers whose names are submitted to the Election Committee shall be allowed in the designated polling areas.

(0) On the day of the election there shall be no campaigning on CVI property

(p) The Board of Directors shall authorize Management to provide a bulletin board for posting of candidates' campaign literature.

(9) New Board Members shall officially take office and shall be installed on the second Sunday of each December.

Section 4: TERM OF OFFICE

Except as herein otherwise provided, each Director shall serve for a term of two (2) years and until a successor is elected and qualified.

3(a) If for any reason a Board member vacates office within the first eighteen (18) months of a two (2) year term that member must be replaced as provided in section

3(b) Any vacancy occurring in the Board of Directors by reason of death, resignation, removal or otherwise of any director shall be filled, as of the effective date of such vacancy, by the qualified candidate who received the next highest number of votes for the office of director in the preceding election of directors, provided such person then qualifies to serve as a director and agrees to such service. In the event there shall have been a tie between two or more persons who received the next highest vote for the office or there is no such person available from the preceding election of directors to fill the vacancy, then the vacancy shall be filled by a vote of two-thirds of the remaining directors, even though they may constitute less than a quorum, which vote shall be held within thirty (30) days after the effective date of such vacancy. A director designated or elected to fill a vacancy shall hold office until the next annual meeting of stockholders at which time a successor shall be elected to serve for the balance of the unexpired term, if any.

Section 3.10: CENSURE OF DIRECTORS BY THE BOARD FOR CAUSE

10(a) The Board of Directors shall have the right to take disciplinary measures

such as censure or other temporary disciplinary measures against any member of the Board shown to have violated his or her fiduciary or other duties as a Director. A vote for disciplinary action shall require the affirmative vote of two-thirds of Board members present at the meeting Notice of a vote for disciplinary action shall be included in the notice of the meeting of the Board at which such vote is to be taken. Any Director with respect to whom a vote for disciplinary action is to be taken shall be afforded the opportunity to be heard at the meeting of the Board at which such vote is to be taken.

10(b) Board members who are absent without valid excuse from four (4)

consecutive Regular Board meetings shall be removed by the Board. The reason for the absence shall be reviewed by the Board after the occurrence of the third (3rd) consecutive unexcused absence. Upon this review the Board must notify the member by registered mail return receipt requested that a fourth (4th) unexcused absence shall lead to removal from the Board of Directors. The vote for removal shall be conducted within ten (10) business days from the date of the fourth (4th) unexcused absence. A Special Board meeting shall be called for this purpose.

Section 11: REMOVAL OF DIRECTORS FOR CAUSE

11(a) Cause Defined. Any Director may be removed from office for cause if

he/she (a) neglects his/her official or fiduciary duties as a Director, (b) fails to disclose any conflict of interest, (c) is indicted for any crime, (d) accepts gratuities from persons or firms doing business with the Corporation, (e) acts in a manner inconsistent with the best interests of the Corporation, (f) violates the Board's Code of Conduct, (g) has committed a material violation of his/her Occupancy Agreement (not cured after notice), or (h) is in violation of these Bylaws, or any other laws, rules or regulations of Corporation (not cured after notice). Notice of a vote for removal shall be included in the notice of the meeting of the Board at which such vote is to be taken. Any Director with respect to whom a vote for removal is to be taken shall be afforded the opportunity to be heard at the meeting of the Board at which such vote is to be taken

11(b) Removal By The Board. A Director may be removed for any cause

described in Section 11(a) by the vote of seventy-five (75%) of the entire Board of Directors, provided, however, that the Board must convene a Special Meeting of the stockholders to explain its action and at which meeting the Director whose removal is sought shall be entitled to be heard. The stockholders shall then confirm or deny the action of the Board by a vote of two-thirds of those who cast a vote thereon. Confirmation or denial shall be voted as follows: Voting shall be conducted within ten (10) days of the date of the meeting at which request for such vote was made by the Board of Directors. A sample ballot, in which the reason(s) for the requested removal for cause shall be listed, must be posted in conspicuous, easily accessible areas for three

3) days prior to the actual day of voting. There will be only one (1) vote for each apartment.

Polls shall be open from 12:00 noon until 9:00 p.m. All voting must be by secret written or electronic ballots caused to be prepared by the Chairperson and approved by the Board of Directors and such written ballots must be folded and placed in a locked box, which shall be the property of a professional organization whose business it is to verify balloting and which is independent of Concourse Village. Electronic ballots shall be voted as prescribed by such organization. Removal shall become effective only upon the affirmative vote of two-thirds of the stockholders.

11(c) Removal By Stockholders. Any Director may be removed for cause

during his/her term of office upon written petition subscribed to by not less than two hundred

(200) valid resident stockholders, which petition must set forth the basis of the cause for removal. Upon receipt of such a petition by the Board of Directors, the Board shall call a Special Meeting of the stockholders, at which meeting the Director whose removal is sought shall be entitled to be heard. The Chairperson of the meeting, if requested by the vote of more than one-half of the total number of resident stockholders, who shall be present at this meeting and entitled to vote, shall cause to be prepared a ballot on which the reason(s) for the requested removal shall be listed

Voting for removal shall be conducted within ten (10) days from the date of the

meeting at which request for said ballot was voted and approved. A sample removal ballot must be posted in conspicuous, easily accessible areas for three (3) consecutive days prior to the actual day of voting. There will be only one (1) vote for each apartment. Polls shall be open from 12:00 noon until 9:00 P.M. All voting must be by secret written or electronic ballots caused to be prepared by the Chairperson and approved by the Board of Directors. Such written ballots must be folded and placed in a locked box, which shall be the property of a professional organization whose business it is to verify balloting and which is independent of Concourse Village, and electronic ballots shall be voted as prescribed by such organization. Removal shall become effective upon the affirmative vote of two-thirds of the stockholders voting at the meeting.

Article III: MEETING

Section 1: ANNUAL MEETINGS

The Annual meeting of the Stockholders' of the Corporation is for the transaction of any business of the Corporation, for the nomination of for the Board of Directors for the ensuing year and for questions about the financial budget. shall take place Borough of the Bronx, City of New York, designated by the Board of Directors, on the second Sunday of September in each and every year.

(a) Written notice of the annual meeting setting forth the time, place and agenda, along with the Corporation's Detailed Annual Financial Report, worthy of Historical records, not summarized, shall be mailed to each stockholder entitled to vote at such address as appears on the stock book not less than ten (10) nor more than forty (40) days prior to the date of the meeting.

Section 2: OPEN MEETINGS OF THE BOARD OF DIRECTORS

5(a) The Board must hold an open meeting which may be attended by

stockholders at least once every three (3) months. Such open meetings may be more often at the Board's discretion. At open meetings of the Board of Directors th

Section 2: OPEN MEETINGS OF THE BOARD OF DIRECTORS

5(a) The Board must hold an open meeting which may be attended by

stockholders at least once every three (3) months. Such open meetings may be more often at the Board's discretion. At open meetings of the Board of Directors the making, seconding and voting on motions shall be by Board members only.

5(b) MEETING AGENDA.When an individual stockholder desires to introduce an item to the agenda of a Board meeting, he/she shall be required to give notice in writing to the Secretary of the Board no less than ten(10) days in advance of the meeting date. The individual stockholder shall be advised in writing whether such item will appear on the agenda.

1. The BOD are required to hold a minimum of 4

Section 3: SPECIAL MEETINGS

Special meetings of the stockholders for any purpose or purposes may be called at any time by the Board of Directors and shall be called by the President or Secretary at the request in writing of stockholders of the Corporation who are entitled to vote of at least 40% of the total number of apartments at Concourse Village. Written notice of a special meeting, setting forth the time and place and purpose of the meeting, shall be mailed to each stockholder entitled to vote at such address as appears on the stock book not less than ten (10) nor more than forty (40) days prior to the date of the meeting

Section 4: MEETINGS OF THE BOARD OF DIRECTORS

4(a) Regular meetings of the Board shall be held at least once a month.

4(b) Meetings shall be held at the office of the Corporation at Concourse

Village, Bronx, New York or as otherwise determined and fixed from time to time by the Board of Directors.

4(c) Robert's Rules of Order shall be the official reference guide for

parliamentary procedure.

4(đ) Meetings shall be presided over by the President who shall be elected by a

majority vote of the Board of Directors.

4(e) Meetings shall be conducted according to an agenda agreed upon at the

previous meeting. Board members shall be given seven (7) days advance notice of the agenda by the Secretary.

44(g) Special meetings of the Board of Directors may be called at the request of

the President or by a written request of three (3) or more members made to the Secretary of the Board

4(h) When a Special Meeting is called, seven (7) days advance notice of the

time, place and agenda contents shall be given to each member in writing, provided that such special meeting does not constitute an emergency. Notification of emergency meetings may be made via telephone at the request of the President or his/her designee.

4(i)

The minutes of all meetings of the Board of Directors shall be in narrative

form as described in Robert's Rules. When a stockholder has a question about an action taken by the Board, the section of the approval minutes that pertains to that action shall be made available to the stockholder upon seven (7) days' notice to the Secretary of the Board, except for matters determined by the Board to be confidential. Summary of action taken at each meeting, except for matters determined by the Board to be confidential, shall be posted after Board approval on the bulletin board in each building within seven (7) days of approval and remain posted until the following month's minutes are approved.

4() Minutes of the previous meeting shall be given to each Board member one

(1) week in advance of a regular meeting.

(k) Approved minutes must be sent to DHCR; a copy must also go to the

Managing Agent for the record.

SECTION : VOTING

S. 6412

2 plan as permitted by the attorney general. In-person ballots shall produce a paper record which may be audited 4 in the case of a contested election result.

• Raise the minimum threshold for all votes related to the dissolution and/or reconstitution of a Mitchell-Lama housing company from two-thirds (2/3) of dwelling units to eighty percent (80%) other than the votes for purposes of dissolving and reconstituting a mutual housing company as a housing development fund company organized pursuant to Article XI of the Private Housing Finance Law. The latter will continue to have a two-thirds (2/3)threshold. This higher threshold ensures that the momentous decision to privatize and to completely change the standards by which the development will operate is supported by a larger number of cooperators.

• Eliminate use of direct mail ballots in votes related to dissolution and/or reconstitution pursuant to section 35 of the Private Housing Finance Law and also eliminate the use of proxies in Board of Director elections.

$ 13-c. Voting, Election and Referendum procedures

bills numbers S. 6412 and A. 7272, is amended to read as follows:

1. Any shareholder vote involving the election of board members, by-law amendments, or on dissolution or reconstitution or conversion of a mutual housing company including any votes for a shall be conducted using secret ballots. Such ballots shall be cast in-person by tenants entitled to occupancy vote in the project; unless such tenant casts such ballot using an absentee ballot issued pursuant to subdivision two of this section.

2. Any shareholder entitled to occupancy in the project shall be entitled to vote may request an absentee ballot to cast a ballot in any shareholder vote. Such an absentee ballot shall may be delivered or mailed only to the primary residence address of at the shareholder entitled to occupancy vote in the project. An absentee ballot cast pursuant to this subdivision shall be sealed within two envelopes, shall contain the signature of the shareholder casting the vote, and shall be mailed or delivered to a neutral third party not running for a position on the board of directors. The outer envelope containing the ballot shall instruct the shareholder to affix their signature to the outer envelope only, and further instruct the shareholder not to sign the ballot itself.

3. Proxy voting shall not be permitted in an election vote for a position on a board of directors, for By-Law or policy, for dissolution or reconstitution of the mutual housing company, for the authorization of a feasibility study, for an offering plan including a red herring or black book, or any document offered in place of an offering plan as permitted by for the authorization to develop and submit to the attorney general an offering plan for dissolution and reconstitution of the mutual housing company, for the authorization to develop and submit to the attorney general a proxy statement or any other documents permitted by the attorney general instead of such offering plan, or any other vote relating to dissolution or reconstitution required by the regulations of the commissioner or supervising agency, or for an assessment approved pursuant to section thirty-five-a of this article to fund the development, submission, completion, or distribution of any of the aforementioned documents.

4. In-person All ballots shall produce a paper or electronic record which may be audited in the case of a contested election result.

* The Commissioner or his duly authorized representative, shall be notified in writing of, and shall have the right to attend, all annual and special meetings of the stockholders of the Corporation.

Section 5: QUORUM

A quorum is the minimal number of members of an organization, usually a majority, who must be present before any valid transaction of business can take place, such as voting.Presence in person, or by proxy or absentee ballot, of one-third of the holders of the outstanding stock (number to be determined from apartments occupied at time notice of meeting is given) entitled to vote shall be necessary to constitute a quorum. In the absence of a quorum, business

5(a) In the absence of a quorum at the Annual Stockholders' meeting, the

Board of Directors shall call for a subsequent Stockholders' meeting to take place no later than one 1 month from the date of the regular Annual Stockholders' meeting. Notices must be posted within three 3 days of the announcement and must be posted on the bulletin boards and on each floor of the Corporation's six (6) buildings. In addition, a written notice of the subsequent Annual Stockholders' meeting shall be mailed to each stockholder entitled to vote at such address as appears on the stock book not less than ten (10) nor more than twenty (20) days, prior to the date of the subsequent Annual Stockholders' Meeting.

5(b) Those persons unable to attend the Annual Stockholders' meeting may

register their attendance for the purpose of determining a quorum by proxy. Such proxies shall be collected by the Board of Directors and/or its designees, on two (2) weekdays and one (1) Saturday. All such collection days must occur at least two (2) weeks prior to the date of the Annual Meeting. All proxies shall be collected on the same days in each of the six (6) buildings.

With proper government issued photo identification, stockholders in the Management Office. Proxies can also be collected by designees of the Board for those persons who are confined to their apartments. Proxies shall be sealed and stamped in the presence of the stockholder. Proxies can be signed only by stockholders of record.

The proxy process shall be overseen by the Secretary of the Board of

Directors in coordination with Building Captains. Lists of stockholders shall be issued only to designated proxy collectors. Each proxy collector shall have only that list of stockholders that is specific to the building in which he/she is collecting proxies. At the end of each collection period completed proxies shall be delivered into the hands of the Secretary of the Board or his/her designee, which shall be another member of the Board of Directors.

Presence in person, or by proxy or absentee ballot, of one-third of the holders of the outstanding stock (number to be determined from apartments occupied at time notice of meeting is given) entitled to vote shall be necessary to constitute a quorum. In the absence of a quorum, business5

Section 6: VOTING BY THE BOARD OF DIRECTORS

6(a) All voting of the Board will be by roll call in person except that the

election of officers shall be as set forth in Section 7 of this Article III. The President, or Vice President when presiding, votes only when a tie exists. Two-thirds of the entire Board of Directors shall constitute a quorum, and a majority of the members in attendance at any meeting of the Board shall, in the presence of a quorum, decide its action. In the absence of a quorum, those Directors present at any meeting may adjourn to a later date but may not transact any other business,

6(b) During the period between the election of Board of Directors and the date

on which the elected directors officially take office and are installed as provided herein, the approval of any Management contract or any contract that exceeds one (1) year shall require the vote of a two-thirds majority of the entire Board of Directors.

6(c) TELEPHONE CANVASSING

Telephone canvassing shall be allowed only to call emergency meetings. No resolutions can be approved by telephone.

Article V: OPERATION OF THE PROJECT AS A COOPERATIVE

Section 1: Subject to the provisions of statute, and the Certificate of Incorporation, the Corporation will operate the project which it will develop in the City of New York, State of New York, as a cooperative, and in furtherance and not in limitation of such other powers as may be granted to the Board of Directors therein, the Board of Directors shall have authority to manage the affairs of the Corporation and to operate the project, collect and receive payments due from stockholders or other occupants, pay debts of the Corporation, incur charges for maintenance and operation of the project, provide for the accumulation of a surplus or reserve fund from which to maintain mortgage and other obligations on a current basis and do each and everything reasonable, necessary or incidental thereto.

Section 2:

The monthly rentals (maintenance) paid by the stockholders shall be

deemed to be payments on account of the annual maintenance obligations which shall be determined by the Board of Directors in accordance with each years operating experience, subject in all respects to the approval of DHCR.

Article VI: SIGNATURE OF INSTRUMENTS

Section 1: Checks, notes, drafts and orders for the payment of money and obligations of the Corporation, and all contracts, mortgages, deeds, and other instruments, except as otherwise in these By-Laws provided, shall be signed by the Treasurer or Assistant Treasurer in the absence of the Treasurer and one of the following officers: the President, the Vice-President or the Secretary. Except in an emergency checks shall not be signed by both the Treasurer and the Assistant Treasurer. Officers may be required by the Board of Directors to give such bonds as it shall determine for the faithful, performance of their duties

Article VII: CAPITAL STOCK

Section 1: CERTIFICATES

Certificates of stock shall be numbered and issued in consecutive order, shall be signed by the President or the Vice President and the Secretary or the Treasurer and sealed with the seal of the Corporation; and in appropriate books of record shall be entered the name of the person owning the shares represented by each certificate the number of such shares and the date of issue. All certificates exchanged and returned to, the Corporation shall be marked "Cancelled", with the date of cancellation, and shall be signed by the President or the Vice president and the Secretary or the Treasurer, and shall be filed among the corporate records of the Corporation.

Section 2:RESALE OF SHARES

Unless otherwise authorized by the Commissioner, the resale price of shares of the Corporation shall be equal to (1) the consideration the selling stockholder paid for such shares and (2) any capital assessments and voluntary capital contributions approved by the Commissioner and paid by the selling tenant-cooperator to the Corporation, to the extent not already included in the consideration paid for such shares, and (3) a proportionate share of the actual aggregate amortization paid on all existing and prior mortgages on the development in reduction of total out starting principal indebtedness during such periods as shall be fixed by the Board of Directors, to the extent not already included in the consideration paid for such shares, and (4) reasonable administrative charges.

cooperator on all existing and prior mortgages on the development in reduction of total outstanding principal indebtedness during such period as shall be fixed by the Board of Directors pursuant to subdivision A of this Section 3, to the extent not already included in the consideration paid for such shares. To the extent that a selling tenant-cooperator may be entitled to an amount less than the resale, price of his/her shares, the difference shall be retained by the Corporation.

3(b) A selling tenant-cooperator who had occupied more than one dwelling unit

shall be paid an amount measured by his/her proportionate share of the actual aggregate amortization paid during his/her period of occupancy on all existing or prior mortgages on the development to the extent that the Board of Directors has authorized as general policy the accrual of such amortization during all or any part of such period. To the extent that a selling tenant-cooperator may be entitled to an amount greater than the resale price of shares, the difference may be paid to the selling tenant-cooperator by the Corporation.

3(c) No share or shares of the Capital Stock shall be sold, alienated transferred

or otherwise disposed of without first Offering said share or shares of stack for sale to the Corporation for the aggregate sum to which the stockholder shall be entitled pursuant to Subsection B of this Section 3. Such offer shall be made in writing, signed by such stockholder, and sent by mall to the Corporation in a postpaid wrapper to the post office address of the Co

Section 1: ANNUAL MEETINGS

Section 2: MEETINGS

1. The BOD are required to hold a minimum of 4

Section 3: SPECIAL MEETINGS

Section 2: VOTING

$ 13-c. Voting, Election and Referendum procedures

bills numbers S. 6412 and A. 7272, is amended to read as follows:

4. In-person All ballots shall produce a paper or electronic record which may be audited in the case of a contested election result.

* The Commissioner or his duly authorized representative, shall be notified in writing of, and shall have the right to attend, all annual and special meetings of the stockholders of the Corporation.

Section 5: QUORUM

5(a) In the absence of a quorum at the Annual Stockholders' meeting, the

5(b) Those persons unable to attend the Annual Stockholders' meeting may

The proxy process shall be overseen by the Secretary of the Board of

Section 6: ORDER OF BUSINESS

At the annual meetings of the stockholders, the following order of business shall be observed so far as is consistent with the purpose of the meeting:

Call to Order

Proof of Quorum

Approval of the Minutes

Reports, respectively, of President, Treasurer, Recording Secretary, General Manager and Maintenance Director

Reports by Certified Public Accountant, Legal Counsel and Security

Standing Committee Reports *

Questions and Answers

New Business

Transaction of such other business as may properly come before the meeting

Nomination of Candidates for the Board of Directors Call for Volunteers to the Election Committee

Adjournment

*Standing Committees are to submit written reports (10) ten days prior to the Annual meeting to the Board Secretary. Such reports will be distributed at the Annual Stockholders' meeting.

Article IV: BOARD OF DIRECTORS

Key Legal Requirements and Duties

Fiduciary Duties: Directors must uphold three core duties:

§ 3. Section 17 of the private housing finance law is amended by 43 adding two new subdivisions 4 and 5 to read as follows:

4. Notwithstanding the provisions of any law, general or special, a board of directors of a company created pursuant to the provisions of 46 this article shall: (a) Hold at least six meetings of its members annually. Such meetings shall be open to the shareholders and residents, except that they may include executive sessions open only to directors for the sole purpose of discussing confidential personnel issues, legal advice and counsel from an attorney to whom the housing company is a client, or confidential issues affecting individual shareholders or residents, or contract negotiation.

(b) File with the commissioner or the supervising agency, as the case may be, a record of any vote on a resolution of such board, including

§ 3. Section 17 of the private housing finance law is amended by adding two new subdivisions 4 and 5 to read as follows:

4. Notwithstanding the provisions of any law, general or special, a

board of directors of a company created pursuant to the provisions of this article shall:

(a) Hold at least six meetings of its members annually. Such meetings

(b)shall be open to the shareholders and residents, except that they may

include executive sessions open only to directors for the sole purpose of discussing confidential personnel issues, legal advice and counsel

from an attorney to whom the housing company is a client, or confidential issues affecting individual shareholders or residents, or contract negotiation.

(b) File with the commissioner or the supervising agency, as the case

may be, a record of any vote on a resolution of such board, including

S. 6412 3

1 specification of how each director voted. Such record shall be a matter

2 of public record.

communication to the housing company from the commissioner or the super-

vising agency, as the case may be, or the office of the attorney general, regarding regulations, changes in regulations, taxation, finances,

refinancing, or, in the event of a proposed dissolution and reincorpora 8 tion, the review of any version of an offering plan.

(d) Investigate any substantive allegation that a tenant is not occu 10 pying his or her dwelling unit as his or her primary residence.

5. (a) No housing company shall interfere with the right of a share-holder or tenant to form, join or participate in the lawful activities of any group, committee or other organization formed to protect the rights of shareholders and tenants; nor shall any housing company harass, punish, penalize, diminish, or withhold any right, benefit or privilege of a shareholder or tenant under their proprietary lease or 17 tenancy for exercising such right.

b) Shareholder and/or tenants' groups, committees or other shareholder and/or tenants' organizations shall have the right to meet without being required to pay a fee in any location on the premises including a community or social room where use is normally subject to a fee which is devoted to the common use of all shareholders and/or tenants in a peaceful manner, at reasonable hours and without obstructing access to the 24 premises or facilities. No housing company shall deny such right.

(c) The board of directors shall take all necessary and appropriateactions to ensure that a manager or agent of the housing company complies with the requirements in this subdivision.

§ 4. 1. Notwithstanding any provision of law to the contrary, no company or urban rental company, as such terms are defined in section 12 of the private housing. The Executive Board will be dissolved until further notice, due to their ability of a few, to over-rule the majority of Board members.

Section: OFFICERS

Section: ELECTION

The Board of Directors on the first Thursday of the calendar year shall elect from its number a President and shall also elect a Vice-President, a Secretary, Treasurer and an Assistant Treasurer.

1(a) The first meeting of the year of the Board shall be presided over by the Corporation's corporate legal counsel until officers are elected.

Section 2: TERM OF OFFICE

All officers of the Corporation shall be elected to hold their respective offices for a term of one

(1) year or until their sucessors are duly elected. Any vacancy occuring in the office of the-President, Vice President, Secretary, Treasurer or Assistant Treasurer or any other office, shall be filled by the Board of Directors from its members within a thirty (30) day period,

Section 1: PRESIDENT

Section 4: VICE PRESIDENT

Section 5: SECRETARY

The Secretary shall keep the minutes of the meetings of the Directors and stockholders;

The Secretary shall perform all the duties and other duties incidental to this office with not less than two other board members not assigned for 3 months rotation.

Section 7: TREASURER

Section 9: OTHER OFFICERS

Section 10: NUMBER AND QUALIFICATIONS

S. 6412 2

1 herring or black book, or any document offered in place of an offering 2 plan as permitted by the attorney general. In-person ballots shall produce a paper record which may be audited 4 in the case of a contested election result.

5. No otherwise-eligible person shall be prevented from being a candiate for, being elected to, or serving on a board of directors based solely on that person owing or having owed any amount of any form of arrears to the housing company, unless, at the time of nomination, that person currently owes an amount of bona fide arrears greater than the equivalent of two months of that person's monthly maintenance. Nothing in this subdivision shall be construed to require or mandate any housing company to adopt bylaws, rules, policies, or procedures restricting any person's eligibility to be nominated, elected, or serve on a board of directors. Nothing contained in this subdivision shall be a basis in itself to deny such eligibility to any person.

6. For any shareholder vote requiring a specific percentage of dwell-ing units, the term "dwelling units" shall mean all dwelling units for which shares have been issued, regardless of whether such dwelling units 19 are occupied or vacant.

1(a) All Directors shall be at least 21 years of age.

1(b) All Directors shall be legal residents of the United States.

1(c) All Directors shall be current stockholders of Concourse Village, Inc. for a

minimum of three (3) months prior to January 1st of the year of election.

1(d) The stockholder has not been found or proven by a governmental administrative proceeding or in a court of law to have committed an act or acts of fraudulent or illegal behavior detrimental to the Corporation.

All Directors shall be covered by Liability Insurance at the cost of the Corporation.

Section 11: HOW ELECTED

The election of 13 Directors shall proceed as follows:

2(a)Should the stockholders approve at the Annual Meeting of 2010 the proposed amendment increasing the Board of Directors from 12 to 13, then effective as of the Annual Meeting of 2010 the number of directors shall be 13 and there shall be seven (7) candidates elected in 2010 and six (6) candidates elected at the Annual Meting to be held in

2011. Directors shall be elected for two (2) year terms, on a staggered basis so that in one year seven (7) directors will be elected and in the subsequent year six (6) shall be elected. Should the aforesaid amendment not be approved by the stockholders, then the number of candidates elected at the 2010 Annual Meeting shall be six (6), the number of candidates elected at the 2011 Annual Meeting shall be six (6), and directors will be elected for two (2) year terms, on a staggered basis, so that each year six (6) directors will be elected. All directors shall serve until their successors have been elected and qualify.

2(b) All voting must be by secret written or electronic ballots previously

prepared by an Election Committee with all instructions at the top of the ballot and the nominees listed by sumame in alphabetical order only. The written ballots must be folded and placed in a locked box, which is to be the property of a professional organization whose business it is to verify balloting and which is independent of Concourse Village and the electronic ballots shail be voted in such manner as prescribed by such independent professional organization.

The

professional organization will be selected by the Board of Directors. Counting of votes is to take place immediately after polts close.

2(c)

At the Annual Stockholders meeting, nomination forms will be available

to those persons wishing to place names in nomination for the Board. This nomination form must include, in addition to the full names and addresses of persons to be nominated, the full name of the cooperator making the nominations), her/his complete address (including apartment

number). Each person will be entitled to two copies of the nomination form so that he/she can have one for personal records; the second copy shall be retained by the Board Secretary for the record.

2(d)

Nominations of persons to fill seats on the Board of Directors shall be

made at the Annual Stockholders' meeting. Nominces need not attend the Annual meeting to be eligible for nomination. Nominations shall be made from the floor and must be seconded to be valid. (Such nominations must be made in writing on forms provided by the Board of Directors at the time of the Annual Stockholders' Meeting. The written nominations will be passed to the

Secretary of the Board for the records.) Nominees shall be notified in writing within twenty-four(24) hours. Nominees shall notify, in writing (which shall include notification by facsimile) the Chairperson or Secretary of the lection Committee whether they accept or decline the nomination within three (3) days of the Annual Stockholders' Meeting. There shall be no exceptions.

2(e) The Election Committee is to consist of no fewer than 12 and no more

than 20 persons, who shall be volunteer stockholders of record attending the Annual Stockholders' meeting. A sign-up sheet is to be provided by the Board of Directors at the end of the meeting. No new members shall join the Committee after the sign-up sheet has been returned to the Board and has become part of the record.

2(f) Those persons who are nominated for the Board of Directors but, who

would prefer instead to serve on the Election Committee must decline in writing on official forms provided by the Board at the time of the Annual Stockholders' Meeting.

2(g)Committee is responsible. Any other campaign arrangements shall be made by the respective nominee at his/her own expense.

2(j) There will be only one (1) vote for each apartment. Voting will be by

2(k) Absentee ballots shall be prepared by the Election Committee no later than

two (2) weeks prior to the election. Valid stockholders who present one (1) form of government issued photo identification may obtain a ballot from the Management Office. All ballots obtained from the Management Office must be completed in the Management Office and placed in the locked box to be maintained in the Office.

2(1) Homebound stockholders may request a ballot from Management by

telephone. A member of the Election Committee together with a Management representative will coordinate delivery of ballot forms and the collection of completed ballots from homebound stockholders. All homebound stockholders must show one (1) form of government issued photo identification in order to obtain a ballot.

2(m) The election of directors shall take place on the third Tuesday in October.

The polls shall be open for voting from 12:00pm until 9:00pm.

2(n) Each candidate shall be given a pollwatcher form to be submitted to the

Election Committee. The form must be returned no fewer than five (5) business days prior to the election. Only those pollwatchers whose names are submitted to the Election Committee shall be allowed in the designated polling areas.

2(0) On the day of the election there shall be no campaigning by any person or

persons in the lobbies, mailrooms, laundry rooms or foyers of any building.

2(p) The Board of Directors shall authorize Management to provide a bulletin

board for posting of candidates' campaign literature.

2(9) New Board Members shall officially take office and shall be installed on

the second Sunday of each December.

Section 12: TERM OF OFFICE

Except as herein otherwise provided, each Director shall serve for a term of two (2) years and until a successor is elected and qualified.

3(a) If for any reason a Board member vacates office within the first eighteen

(18) months of a two (2) year term that member must be replaced as provided in section

3(b) Any vacancy occurring in the Board of Directors by reason of death,

resignation, removal or otherwise of any director shall be filled, as of the effective date of such vacancy, by the qualified candidate who received the next highest number of votes for the office of director in the preceding election of directors, provided such person then qualifies to serve as a director and agrees to such service. In the event there shall have been a tie between two or more persons who received the next highest vote for the office or there is no such person available from the preceding election of directors to fill the vacancy, then the vacancy shall be filled by a vote of two-thirds of the remaining directors, even though they may constitute less than a quorum, which vote shall be held within thirty (30) days after the effective date of such vacancy. A director designated or elected to fill a vacancy shall hold office until the next annual meeting of stockholders at which time a successor shall be elected to serve for the balance of the unexpired term, if any.

Section 13: MEETINGS OF THE BOARD OF DIRECTORS

4(a) Regular meetings of the Board shall be held at least once a month.

4(b) Meetings shall be held at the office of the Corporation at Concourse

Village, Bronx, New York or as otherwise determined and fixed from time to time by the Board of Directors.

4(c) Robert's Rules of Order shall be the official reference guide for

parliamentary procedure.

4(đ) Meetings shall be presided over by the President who shall be elected by a

majority vote of the Board of Directors.

4(e) Meetings shall be conducted according to an agenda agreed upon at the

previous meeting. Board members shall be given seven (7) days advance notice of the agenda by the Secretary.

4(t) Newly elected Board members shall be invited, to attend two (2) Board

meetings for the purpose of observation in the time prior to their taking office officially.

4(g) Special meetings of the Board of Directors may be called at the request of

the President or by a written request of three (3) or more members made to the Secretary of the Board

4(h) When a Special Meeting is called, seven (7) days advance notice of the

4(i)

The minutes of all meetings of the Board of Directors shall be in narrative

4() Minutes of the previous meeting shall be given to each Board member one

(1) week in advance of a regular meeting.

(k) Approved minutes must be sent to DHCR; a copy must also go to the

Managing Agent for the record.

Section 5: OPEN MEETINGS OF THE BOARD OF DIRECTORS

5(a) The Board must hold an open meeting which may be attended by

Section 6: VOTING BY THE BOARD OF DIRECTORS

6(a) All voting of the Board will be by roll call in person except that the

election of officers shall be as set forth in Section 7 of this Article III. The President, or Vice

President when presiding, votes only when a tie exists. Two-thirds of the entire Board of Directors shall constitute a quorum, and a majority of the members in attendance at any meeting of the Board shall, in the presence of a quorum, decide its action. In the absence of a quorum, those Directors present at any meeting may adjourn to a later date but may not transact any other business,

6(b) During the period between the election of Board of Directors and the date

6(c) TELEPHONE CANVASSING

Telephone canvassing shall be allowed only to call emergency meetings. No resolutions can be approved by telephone.

Section 8: OTHER COMMITTEES

The Board of Directors may from time to time, appoint from among its members, and/or stockholders, committees with such powers and duties as it shall determine.

Section 9: DUTIES AND POWERS

9(a) The Board of Directors, subject to all laws, regulations and DHCR

procedures, shall have entire charge of the property, interests, business and transactions of the

All information, contracts, inquires, etc. should be referred to the Board

through the President and made available to all Board members. No unilateral action by an individual Board member is permitted unless specifically authorized by a Board resolution.

9(c) The President and/or his/her designee is hereby authorized to make

emergency decisions after an attempt has been made to contact Board members. Any such designee must also be a Board Member. He or she must subsequently apprise the Board of any action taken.

Section 10: CENSURE OF DIRECTORS BY THE BOARD FOR CAUSE

10(a) The Board of Directors shall have the right to take disciplinary measures

10(b) Board members who are absent without valid excuse from four (4)

Section 11: REMOVAL OF DIRECTORS FOR CAUSE

11(a) Cause Defined. Any Director may be removed from office for cause if

11(b) Removal By The Board. A Director may be removed for any cause

3) days prior to the actual day of voting. There will be only one (1) vote for each apartment.

11(c) Removal By Stockholders. Any Director may be removed for cause

during his/her term of office upon written petition subscribed to by not less than two hundred

Voting for removal shall be conducted within ten (10) days from the date of the

Article V: OPERATION OF THE PROJECT AS A COOPERATIVE

Section 2:

The monthly rentals (maintenance) paid by the stockholders shall be

Article VI: SIGNATURE OF INSTRUMENTS

Article VII: CAPITAL STOCK

Section 1: CERTIFICATES

Certificates of stock shall be numbered and issued in consecutive order, shall be signed by the President or the Vice President and the Secretary or the Treasurer and sealed with the seal of the Corporation; and in appropriate books of record shall be entered the name of the person owning the shares represented by each certificate the number of such shares and the date of issue. All certificates exchanged and returned to, the Corporation shall be marked "Cancelled", with thedate of cancellation, and shall be signed by the President or the Vice president and the Secretary or the Treasurer, and shall be filed among the corporate records of the Corporation.

Section 2:TRANSFERS

Shares represented by any certificate shall be transferable only as an entirety on the books of the Corporation by the holder in person or by attorney, upon surrender of the certificate for such shares.

Section 3:RESALE OF SHARES

Unless otherwise authorized by the Commissioner, the resale price of shares of the Corporation shall be equal to (1) the consideration the selling stockholder paid for such shares and (2) any capital assessments and voluntary capital contributions approved by the Commissioner and paid by the selling tenant-cooperator to the Corporation, to the extent not already included in the consideration paid for such shares, and (3) a proportionate share of the actual aggregate amortization paid on all existing and prior mortgages on the development in reduction of total outstarding principal indebtedness during such periods as shall be fixed by the Board of Directors, to the extent not already included in the consideration paid for such shares, and (4) reasonable administrative charges.

3(a) Unless otherwise authorized by the Commissioner, the aggregate amount

to be paid to the selling tenant-cooperator with respect to the sale of the selling tenant-cooperator's shares shall be equal to (I) the consideration the selling tenant-cooperator paid for such shares, (2) any capital assessments and voluntary capital contributions approved by the Commissioner and paid by the selling tenant-cooperator to the Corporation, to the extent not already included in the consideration paid for such shares, and (3) a proportionate share of the actual aggregate amortization paid by the selling tenant-cooperator on all existing and prior mortgages on the development in reduction of total outstanding principal indebtedness during such period as shall be fixed by the Board of Directors pursuant to subdivision A of this Section 3, to the extent not already included in the consideration paid for such shares. To the extent that a selling tenant-cooperator may be entitled to an amount less than the resale, price of his/her shares, the difference shall be retained by the Corporation.

3(b) A selling tenant-cooperator who had occupied more than one dwelling unit

3(c) No share or shares of the Capital Stock shall be sold, alienated transferred

Concourse Village By Laws

Article IV: BOARD OF DIRECTORS

Key Legal Requirements and Duties

1800cvta@gmail.com