ARTICLE IX AMENDMENTS



These By-Laws may be amended, repealed or altered, in whole or in part, by a vote of a majority of the stockholders of the Corporation attending in person or by proxy any duly called Annual or Special Meeting of the stockholders at which a Quorum is present. A description of any proposed amendment is to be voted upon. The Board of Directors shall not alter or repeal By-Laws adopted by the stockholders of the Corporation.

To further the democratic process and give the stockholders an instrument toward the governing of the Corporation the Board of Directors shall not have the authority to prevent any proposed By Law amendments to go before the stockholders at an Annual or Special Meeting to be voted on by the stockholders. All proposed By-Law amendments by the stockholders will be forward to Housing Preservation and Development for approval or rejection as to be put forth before the stockholders for a vote.



To further ensure the democratic process toward governing the Corporation, all proposed By-Law Amendments submitted by Stockholders will be forwarded to Housing Preservation and Development (hereto referred as ‘HPD’).

The Board of Directors must adhere to Housing Preservation and Development’s Rules and Regulations of Article XIII, Corporate Action, Section 1 By-Laws.

The Board of Directors will not have the authority to alter, prohibit interfere/prevent, by motion and/or otherwise, proposed By-Law Amendments to be submitted to Housing Preservation and Development for their approval / rejection.

HPD will notify Gouverneur Gardens Housing Corporation to put forth the approved proposed By-Law Amendment for a vote by the Stockholders at the Stockholders Annual or Special Meeting at which a Quorum is present. Stockholders who submit any proposed By-Law Amendments rejected by HPD will receive written documentation by HPD explaining the reason for the rejection.