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HomeMy WebLinkAboutBy-Laws Annex A [Changed Sections only; changed provisions in bold face] ISLAND COMMUNITY BOARD, INC. BY-LAWS As Amended and Restated Au~ust 27.2005 ARTICLE I Name; Purposes; Office 1.1. Name; Type. The Corporation is a not-for-profit corporation organized and existing as a Type A corporation under the New York Not-for-Profit Corporation Law (the "NYN-PCL") and named "Island Community Board, Inc." (the "Corporation" or "ICB"). [NYN-CPL ~ 201]' 1.2. Purpose. The purpose of the Corporation is to promote the economic, civic and social welfare of the people of Fishers Island, New York. The Corporation shall endeavor to carry out its purpose by serving as a forum for the discussion of issues affecting the life of the Fishers Island community at regular open monthly meetings, by prioritizing these issues and setting annnal goals, by developing an action plan to address these issnes and achieve these goals and submitting such plan to ICB Members at their Annual Meeting, and by maintaining and operating an Island Community Office, managed by an Island Administrator, to supervise the implementation of the action plan and serve as a repository of information concerning the Island. ARTICLE II Members 2.1. Membership; Dues. Any person 18 years of age or older, and any non-profit organization, business organization or governmental body active on Fishers Island, interested in promoting the economic, civic and social welfare of Fishers Island may become a Member ofICB upon application certifying residence status and payment of the annual dues prescribed by the Board of Directors for the membership year in question, as fixed from time to time by the Board of Directors, provided that the Board of Directors may determine that membership or specified classes or subclasses of membership may be granted upon application only without payment of dues. There shall be three classes of members: Year-round Members - individuals Members who (a) have their principal residence on Fishers Island, and (b) are registered to vote on Fishers Island in all federal, state and local elections or, . Citations to the relevant sections of the NYN-PCL are for convenience of reference only and do not constitute part of the By-Laws. I 21665119v1 if under 21 years of age, are members of a bousebold tbe bead of wbicb is so registered to vote. Seasonal Members - all otber individual Members. Organizational Members - non-profit organizations, business organizations and governmental bodies. Tbe Board of Directors may adopt additional rules regarding eligibility for Year-Round, Seasonal or Organizational Membersbip. 2.2. Annual Meeting. The Annual Meeting of Members ofthe Corporation for tbe election of Year-Round Directors and Seasonal Directors and tbe approval of tbe ICB action plan shall be held on such date in July or August, at such place on Fishers Island and at such time as may be fixed by resolution of the Board of Directors and set forth in the notice of the meeting. [~603] 2.5 Quorum. The presence in person or by proxy of Members entitled to cast 100 votes or 10% of the total number of votes entitled to be cast at the meeting, whichever is less, including 10% oftbe Year-Round Members and 10% oftbe Seasonal Members, shall constitute a quorum for the transaction of business at such meeting. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any Members. [~608] 2.6 Voting. Each Member in good standing on the record date for determining Members entitled to vote specified in, or fixed by the Board of Directors pursuant to, Section 2.10 hereof (including each family Year-Round Member, family Seasonal Member and Organizational Member) shall be entitled to one vote at any meeting. Except as otherwise required by law or by the Certificate of Incorporation or by Section 3.4 hereof (regarding the election of Directors), any corporate action shall be authorized by a majority of the votes cast in favor of such action by Members entitled to vote at any meeting at which a quorum is present voting as a single class. An abstention shall not constitute a vote cast. [~~ 601, 61 I (e), 613] ARTICLE III Board of Directors 3.1. Powers; Eligibilitv. The Corporation and its properties, affairs and activities shall be managed by the Board of Directors. Each Director shall be at least eighteen years of age and a Member in good standing of the Corporation. Eacb Year- Round Director sball be a Year-Round Member, and each Seasonal Director shall be a Seasonal Member. [~701] 3.2. Number: Classes. The number of Directors constituting the entire Board of Directors shall be fourteen, divided into three classes: (a) three Year-Round Directors, elected by Year-Round Members; (b) three Seasonal Directors, elected by Seasonal Members; and (c) eigbt Organizational Directors appointed by virtue of tbeir office as Cbairperson, President or other principal officer or commissioner (as designated by the board of commissioners or directors) oftbe following principal Fisbers Island organizations, wbicb are regarded as baving the most significant impact on tbe life of tbe Fishers Island community: Fishers Island School Board; Fishers Island Ferry District; Fisbers Island Fire District; Fishers Island Garbage 2 21665119v1 and Refuse District; Island Health Project, Inc.; Fishers Island Utility Company; Walsh Park Benevolent Association, Inc.; and Fishers Island Development Corporation. The total number of Directors, the number of Directors in each class and the number and designation of principal Fishers Island organizations represented by Organizational Directors may be changed from time to time by vote of a majority of the entire Board of Directors, without regard to vacancies, including a majority of the Year-Round Directors and a majority of the Seasonal Directors. [S 702] 3.3. Nomination of Year-Round. Seasonal Directors. Any Year- Round or Seasonal Member in good standing may be nominated for election as a Year-Round or Seasonal Director, respectively, by petition signed by at least fifteen Year-Round or Seasonal Members, as the case may be, delivered to the Secretary at least ten days before the date of the Annual Meeting of Members. Candidates for election as Year-Round or Seasonal Directors may also be nominated by the appropriate Nominating Committee, if one is appointed by the Board of Directors pursuant to Section 4.5 hereof. 3.4. Election of Year-Round. Seasonal Directors; Term of Office. The Year-Round Directors and the Seasonal Directors shall each be divided into three classes, as nearly equal as possible, to hold office for staggered terms of three years, expiring at successive Annual Meetings of Members. Except as otherwise provided in Section 3.12 hereof, the Year-Round Directors and the Seasonal Directors shall be elected at each Annual Meeting of Members, each to hold office until the expiration of the term for which he or she is elected and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal. Year-Round Directors and Seasonal Directors shall be elected by a plurality of the votes cast in person or by proxy by Year-Round Members and Seasonal Members, respectively, entitled to vote in such election at a meeting of Members at which a quorum is present. Voting shall be by ballot (unless there is only one candidate for election to an office), and, if specified in the notice of the meeting, the polls may remain open at the place of the meeting or another place on Fishers Island for a period of not in excess of 72 hours after adjournment of the meeting. No person who has served as Year-Round Director or Seasonal Director for two consecutive full three-year terms or a total of seven and one-half consecutive years (including any partial three-year term) shall be eligible for re-election until at least one year has passed after expiration of his or her second full term. Upon adoption ofthese Amended and Restated ByLaws at the Annual Meeting of Members in 2005, the current year-round resident members and seasonal resident members of the Island Community Board Civic Committee of the Corporation shall be elected by the current members ofthe Corporation as Year- Round Directors and Seasonal Directors, respectively, ofthe Corporation for the respective terms of their election as members of such Board (expiring at the Annual Meeting of Members in 2006, 2007 and 2008) and the current organizational members (and alternates, if any) of such Board shall be appointed as Organizational Directors (and Alternates) ofthe Corporation for a term expiring at the Annual Meeting of Members in 2006. [SP03( c), 704] 3 21665119v1 3.5. Appointment of Omanizational Directors. Alternate Omanizational Directors. Organizational Directors shaD be appointed annually by the board of commissioners or directors of their respective principal organizations, each to hold office until the next Annual Meeting of Members and thereafter until his or her successor has been duly appointed and qualified, or until the earlier termination of his or her position as principal officer or commissioner of the principal organization in question or his or her earlier death, resignation or removal. At the time of appointment of an Organizational Director the board of commissioners or directors of the organization making such appointment may appoint another principal officer or commissioner of such organization as an Alternate for such Organizational Director, to hold office for the term of such Organizational Director. In the absence of an Organizational Director from any meeting of the Board of Directors or any committee thereof his or her Alternate may, upon written notice to the Secretary, attend such meeting and exercise the rights, powers and privileges of the absent Organizational Director. 3.7. Regular. Special Meetings: Notice. Regular meetings of the Board of Directors shall be held monthly, and special meetings of the Board of Directors may be called by the President or, in the event of his or her absence or disability, any Vice President, or by any three Directors. Notice of .any such regular or special meeting shall be given to each Director in person or by telephone, electronic or facsimile message or by mail received at least 48 hours before the meeting, specifYing the place on Fishers Island, date and time of the meeting, and, in the case of a speeial meeting, the business to be conducted thereat, and a copy of such notice shall also be posted on the Fishers Island Post Office bulletin board at least 48 hours before such meeting. Meetings of the Board of Directors shall be open to all Members, who shall be afforded the opportunity to comment on business on the agenda for the meeting during an appropriate comment period and to present other issues and suggest new business, except in the case of a meeting which is designated as an executive session in the posted notice thereof and except that the Board of Directors may go into executive session on particular sensitive matters during or after any meeting. Notice of any regular or special meeting need not be given to any Director who attends such meeting without protesting the lack of notice to him or her prior to or at the commencement of such meeting, or to any Director who submits a signed waiver of notice, whether before or after such meeting, and any business may be transacted thereat. [~~ 710, 71 I (a), (b)] 3.8. Quorum: Voting. At all meetings of the Board of Directors, the presence of one third of the entire Board of Directors (without regard to vacancies), including at least one Year-Round Director and one Seasonal Director, shall constitute a quorum for the transaction of business. Except as otherwise required by these By-Laws or by law, the vote of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. [~~ 707, 708(d)] 3.13. Removal. Any Year-Round Director or Seasonal Director may be removed at any time, either for or without cause (except as limited by applicable law), by vote of the Year-Round Members or Seasonal Members, as the case may be. Any Director may be removed for cause, by vote of the Members voting as a single class or 4 21665119v1 by vote of the Directors at a meeting at which a majority of the entire Board of Directors is present. [~706] 3.14 Vacancies: Newlv Created Directorships. Any newly created Year-Round Directorship or Seasonal Directorship resulting from an increase in the number of such Directors pursuant to Section 3.2 hereof and any vacancy occurring in the Year-Round Directorships or the Seasonal Directorships for any reason (except the removal of a Director by Members without cause) may be filled by vote of a majority of the Year-Round Directors or the Seasonal Directors, as the case may be, then in office. Any such vacancy (including vacancies resulting from the removal of a Director without cause) or newly created Directorship may also be filled at any time by vote of the Year-Round Members or the Seasonal Members, as the case may be. A Year- Round Director or Seasonal Director elected by Directors to fill a vacancy shall hold office until the next Annual Meeting of Members, and until his or her successor has been duly elected and qualified. A Year-Round Director or Seasonal Director elected by Members to fill a vacancy shall hold office until the end of the term of the vacant directorship, and until his or her successor has been duly elected and qualified. Any newly created Organizational Directorship resulting from an increase in the number of such Directors or from a change in the principal organizations appointing such Directors pursuant to Section 3.2 hereof and any vacancy occurring in the Organizational Directorships for any reason, may be f"dled by appointment by the board of commissioners or directors of the principal organization in question. Any such Organizational Director shall hold office until the next Annual Meeting of Members, and until his or her successor has been duly appointed and qualified. ARTICLE IV COMMITIEES 4.1. Executive Committee: Standing Committees. The Board of Directors may, by resolution adopted by a majority of the entire Board (without regard to vacancies), designate, from among the Directors, an Executive Committee and other Standing Committees, each consisting of three or more Directors, including at least one Year-round Director and one Seasonal Director. Thereafter, members of each such Committee may be designated annually, by resolution similarly adopted at the annual meeting of the Board of Directors following the Annual Meeting of Members. Each such Committee shall serve at the pleasure of the Board of Directors and may be abolished or redesignated from time to time by resolution similarly adopted by the Board of Directors. Each member of any such Committee shall hold office until his or her successor shall have been designated or he or she shall cease to be a Director, or until his or her earlier death, resignation or removal. Any member of any such Committee may be removed, with or without cause, by resolution adopted by a majority of the entire Board of Directors. During the intervals between the meetings of the Board of Directors, the Executive Committee shall have and may exercise all the powers of the Board of Directors in the management of the property, affairs and activities of the Corporation, and each Standing Committee shall have and may exercise such powers of the Board of Directors as may be provided by resolution similarly adopted, provided that no Committee shall have any power or authority in reference to the following matters: 5 21665119v1 (i) the submission to Members of any action for which Member approval is required by law; (ii) the filling of vacancies in the Board of Directors or in the Executive Committee or any Standing Committee thereof; (iii) the fixing of compensation, if any, of the Directors for serving on the Board of Directors or any Committee thereof; (iv) the amendment or repeal of the By-Laws, or the adoption of new By-Laws; or (v) the amendment or repeal of any resolution of the Board of Directors which by its terms shall not be so amendable or repealable. [~712(a), (c)] 4.5. Nominatinl! Committees. Not less than 30 days before the date of the Annual Meeting of Members, the Board of Directors may, if it wishes, appoint a Nominating Committee for Year-Round Directors and/or a Nominating Committee for Seasonal Directors. consisting of three or more Year-Round Members or Seasonal Members, as the case may be, at least one of whom shall be a Year-Round Director or a Seasonal Director, respectively. Such Committee shall nominate a candidate for each Director of the respective class to be elected at the Annual Meeting, and shall post such nominations on the Fishers Island Post Office bulletin board at least ten days before the Annual Meeting. ARTICLE VI GENERAL PROVISIONS 6.3. Deoosits; FICA Support Account. Any funds of the Corporation may be deposited from time to time in such banks or other depositaries as may be determined by the Board of Directors. All funds and investments held by the Corporation at the time of adoption of these Amended and Restated ByLaws at the Annual Meeting of Members in 2005, representing past contributions and membership dues payments by members ofthe Corporation (but excluding any funds contributed after September 2004 to or for the benefit of the Island Community Board as a Civic Committee of the Corporation), shall be deposited in a separate account or accounts, to be known collectively as the "FICA Support Account", to be used for the support of ICB's ongoing operations and capital investments in accordance with the following: Except with the approval of a majority of the whole Board of Directors, including a majority of the Year-Round Directors and a majority of the Seasonal Directors, funds in the FICA Support Account shall be applied to the payment of no more than 50% of ICB's annual operating budget and 50% of ICB's annual capital budget, on a matching basis with funds raised by ICB after the date 6 21665119v1 ofthe Annual Meeting of Members in 2005 through contributions from Fishers Island organizations and solicitation of membership dues. 6.6. Fiscal Year. Unless otherwise determined by the Board of Directors, the fiscal year of the Corporation shall commence on the first day of April and shall terminate on the last day of March of the following year. The membership year fIxed by the Board of Directors pursuant to Section 2.1 hereof need not be the same as the fiscal year. ARTICLE VII AMENDMENT OF BY-LAWS 7.1. Amendment. These By-Laws shall be subject to amendment or repeal, and new By-Laws may be adopted, either (a) by the Members voting as a single class at any meeting of Members, the notice of which shall have specified or summarized the proposed amendment, repeal or new By-Laws, or (b) by resolution adopted by a majority of the whole Board of Directors (without regard to vacancies), including a majority ofthe Year- Round Directors and a majority of the Seasonal Directors, at any regular or special meeting, the notice or waiver of notice of which shall have specified or summarized the proposed amendment, repeal or new By-Laws, provided that any By-Law adopted by the Members may provide that such By-Law may be amended or repealed only by the Members. [s 602(b), (c)] 7 21665119vl