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HomeMy WebLinkAboutProxy Statement FISHERS ISLAND CIVIC ASSOCIATION. INC. Proxy Statement for Annual Meetinl! of Members. AUl!ust 27. 2005 The Island Community Board The Island Community Board was organized in 2004, as the outgrowth of a visit by a group of Island residents to the Island Institute in Maine in the winter of 2003 and the appointment of Nate Gray as an Island Institute Fellow later that year. The concept for the Board drew heavily from Nate Gray's experience on Peaks Island, ME, where he had spent two years as an II Fellow. Translated to Fishers Island, the first part of the concept was to create an Island Office, administered by a full-time paid Island Administrator (initially an II Fellow), to pull together in one place available information about the Island and its nearly 30 not-for-profit and govemmental organizations, for easy access by Island residents and organizations. The second step was to create a board, composed of the heads of the Island organizations (govemmental and other) that have the greatest impact on the life of the Fishers Island community, and elected representatives of the Island's two resident groups, year-round and seasonal. This board would hold regular monthly meetings open to the public, where issues affecting the Island would be discussed. The board would then endeavor to prioritize these issues, minimize competition for funds and duplication of efforts by Island organizations, and address the issues in a transparent and proactive way by setting annual goals and creating an action plan to meet them. The action plan would be submitted to the community annually and implemented under the general supervision of the Island Administrator and Island Office. In the summer of 2004 a steering committee of residents involved in the Island Institute initiative began the organization of the Fishers Island community board by appointing the heads of eight Island organizations and a number of at large resident representatives to the board. In September 2004, FICA designated ICB as a Civic Committee under FICA's ByLaws in order to facilitate the provision of fmancial and logistical support to ICB as it completed its organization and commenced its operations. It was clear to both ICB and the FICA Board of Directors that it would make no sense to have two organizations conducting overlapping civic functions. The FICA Board therefore delegated to its Civic Committee ICB, FICA's principal function of serving as a forum for the discussion of Island issues, and determined that once ICB was up and running and had held elections of its year-round and seasonal resident members, it would consider merging the two entities. Since September 2004 ICB has completed its organization, solicited contributions from Island organizations, established its initial operating budget, and conducted monthly open meetings at which the proposed Community Center, the Southold-sponsored hamlet planning study, the emergency evacuation plan and numerous other issues have been discussed and acted upon. The Island Office, under the management of the second Island Institute Fellow Meredith Harr, has organized large quantities of data, updated and expanded the Fishers Island website, launched the publication of a monthly newsletter/community calendar The Fog Horn, and coordinated the activities ofICB. On June 18,2005, ICB held elections for its three year-round resident members and three seasonal resident members. The Board of Directors of FICA has determined that it is time to take the next step, and recommends to FICA members that the activities ofICB and FICA be consolidated and that ICB be effectively merged into FICA. This would be accomplished by (a) amending FICA's Certificate of Incorporation to change its name to "Island Community Board, Inc." (or, if that name is not available, a similar name approved by the FICA Board of Directors); (b) amending FICA's ByLaws as provided in the form of amendments attached hereto as Annex A (the amendments to FICA's present ByLaws are shown in bold face type; a copy of the complete ByLaws as proposed to be amended is available upon application to the Secretary of FICA); and (c) electing ICB's current year-round and seasonal resident members and appointing ICB's current organizational members (and alternates) named in the Notice of Meeting as Year- Round Directors, Seasonal Directors and Organizational Directors (and Alternates) under the amended ByLaws. The net effect of these actions is that FICA will change its governance structure and its name but continue its corporate existence and pursue the broader and more proactive objectives of ICB. BvLaw Amendments The amended and restated ByLaws will govern the future activities and management of ICB. The principal substantive changes from the current FICA ByLaws are summarized below. (please refer to Annex A for the exact language of all the changes.) The amendments create three classes of Members and three corresponding classes of Directors: Year-Round Members, defmed as individuals who have their principal residence on Fishers Island and are registered to vote there in all federal, state and local elections (or if under 21 years of age, live in a household, the head of which is so registered); Seasonal Members, defined as all other individuals having an interest in Fishers Island; and Organizational Members, defmed as Island governmental bodies, not-for-profit organizations and businesses. Membership is based on application and the payment of annual dues, except to the extent that the ICB Board of Directors waives dues payments. Three Year-Round Directors are elected to staggered terms by Year-Round Members; three Seasonal Directors are elected to staggered terms by Seasonal Members; and eight Organizational Directors are automatically appointed by virtue of their office as heads of the eight Island organizations named in the Notice of Meeting (or other senior officials of such organizations, as designated by their boards, which may also designate other senior officials as Alternates for such Organizational Directors). Candidates for election as Year-Round Directors and Seasonal Directors may be nominated by petition or by a Nominating Committee appointed by the ICB Board of Directors. The Board of Directors may change the number and identity of the Island organizations entitled to be represented by Organizational Directors. Voting for Year-Round and Seasonal Directors shall be by ballot at the Annual Meeting of Members but the polls may be kept open for up to three days. Regular meetings of the Board of Directors shall be held monthly, and all meetings of the Board of Directors shall be open to all Members, except for executive sessions on sensitive matters. At June 30, 2005, FICA had approximately $110,000 in cash and investments, representing past membership dues payments and contributions to FICA. Continuing the policy of FICA's Board of Directors with respect to the financial support provided to ICB as a Civic Committee of FICA since September 2004, all funds and investments held by FICA on the date of the Annual Meeting (other than funds contributed to or for the benefit of the Island Community Board as a Civic Committee of FICA) will be deposited in a special account, designated the "FICA Support Account", and applied to no more than 50% ofICB's annual operating and capital budgets, on a matching basis with funds raised by ICB after such date through contributions from Island organizations and membership dues, unless ICB's Board of Directors, including a majority of the Year-Round Directors and the Seasonal Directors, approves a larger amount. The ByLaws may be amended by vote of Members or by a majority of the Board of Directors, including a majority of the Year-Round Directors and the Seasonal Directors. Solicitation of Proxies FICA's Board if Directors is soliciting proxies in order to assure that FICA's current members will have the opportunity to be represented at the Annual Meeting of Members and to vote on this fundamental change in the governance of FICA. The Board has approved the proposed amendments of its Certificate of Incorporation and ByLaws and the election and appointment of the current members of ICB as Directors of the Corporation, and recommends that FICA members vote FOR the proposal to consolidate and effectively merge ICB into FICA. Please sign, date and return the enclosed Proxy card, whether or not you intend to attend the Annual Meeting of Members. You may revoke your Proxy and vote in person, if you do attend the meeting.