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HomeMy WebLinkAboutBylaws - 1995 . Fishers Island Civic Association Fishers Island, New York 06390 Adopted August 10, 1885 Amended May 24, 1986 Amended September 10, 1988 Proposed Amendments January 21, 1995 BYLAWS OF FISHERS ISLAND CIVIC ASSOCIATION, INC. ARTICLE I The object of the Corporation shall be to promote the economic, civic and social welfare of the people of Fishers Island. ARTICLE II -- MEMBERSHIP I) All persons 18 years of age or older who are in sympathy with the object of the Corporation shall be eligible for membership. 2) A person may be dropped form membership for failure to pay dues, or if a majority of the Board of Directors feel that any action of said member is not in accord with the "economic, civic and social welfare of the people of Fishers Island". Such action shall require the approval of a majority of the members attending the next public meeting if the individual protests. 3) The membership fee shall be set by the Board of Directors from time to time. ARTICLE ill -- GOVERNMENT I) The number of directors shall be that number, not less than seven, determined by the Board of Directors from time to time. The Board shall be divided into three classes, each class to serve for a three year term. No director can serve more than six consecutive years. After a one year absence from the Board, a director may be reelected. A director shall continue in office until the successor shall have been elected and qualified. The elected Fishers Island representative to the Southold Town Board shall be a non-voting, ex-officio member of the Board. . 2) Prior to June I of each year, the President shall appoint, subject to the approval of the Board, a Nominating Committee for directors consisting of three persons, at least one of whom shall be a member of the Board. The Committee shall offer a slate of nominees for election as directors at the Annual Meeting and shall post the slate at the Post Office bulletin board not less than ten days before the Annual Meeting. This requirement shall not be construed as preventing qualified members from offering additional nominations from the floor at the Annual Meeting. 3) Any vacancies on the Board occurring during the year shall be filled by a majority vote of the Board, and any director so elected shall be temporary and serve only until the next Annual Meeting, at which time the members shall elect a director to serve for the remaining term, if any, of the class in which the vacancy occurred. 4) Prior to June I of each year, the directors who are not officers shall elect a Nominating Committee for Officers consisting of three directors who are not officers. Such Committee shall offer a slate of nominees to serve for one year following the Annual Meeting and shall present the slate to the President prior to the AMual Meeting. 5) Immediately following the Annual Meeting, the Board shall meet to elect for the following year: a President; a Vice President; a Secretary; and a Treasurer, all of whom, except the Secretary and the Treasurer, shall be members of the Board. The officers of the Corporation shall consist of the President, the Vice President, the Secretary and the Treasurer. The Secretary and the Treasurer may be the same person. 6) It shall be the duty of the President to preside at all meetings of the members and directors of the Corporation. The President shall have general supervision of the affairs of the Corporation and shall also perform all duties permitted or required by the act, charter and bylaws under which the Corporation is organized. The President shall be automatically a member of all committees except the Nominating Committee for Officers. 7) In the absence or inability of the President to act. the Vice President shall perform the duties required by the President 8) It shall be the duty of the Secretary to make and keep records of the votes, doings and proceedings of all meetings of the members and directors of the Corporation. 9) It shall be the duty of the Treasurer to receive and keep all funds and securities belonging to the Corporation and to enter regularly, in the books kept for that purpose, all monies received and disbursed on account of the Corporation. At the Annual Meeting each year the Treasurer shall make a full report of the fmancial transactions of the Corporation. 10) All books and records kept by the Secretary and the Treasurer shall be open to the inspection of members of the Corporation at all reasonable times. The Secretary and the 2 ~ Treasurer shall perform all other duties especially required of such offices by the laws of this State or the United States. 11) The Secretary and the Treasurer may be paid such compensation for their services as the Board of Directors may determine. 12) It shall be the duty of the Board of Directors, and they shall be invested with the power, to control and manage the affairs and funds of the Corporation, to borrow money on behalf of and for the purposes of the Corporation and to authorize and direct the President and the Treasurer to execute under their hands and seals, notes, bonds or other evidence of indebtedness, and to sign, execute and deliver security agreements and mortgages for payment of same; and to do all lawful things which they may deem expedient to promote the interests and objects of the Corporation, provided that any such aforementioned expenditure, loan, security agreement, mortgage or other transaction exceeding the sum of $3,000 shall first require the approval of a majority of those members present at a meeting of the Board of Directors. 13) All directors and officers shall be members of the Corporation. 14) Any officer or director of the Corporation may be removed from office by the vote of a majority of the directors then in office. ARTICLE IV -- COMMITTEES 1) The Board of Directors shall authorize and define the powers and duties of all committees. 2) The President shall appoint all committees except the Nominating Committee for Officers, subject to discussion and consequent confirmation by the Board of Directors. 3) Committees shall be dissolved at a time when the Board of Directors determines Committees have fulfilled the purpose for which they were established. ARTICLE V -- MEETINGS 1) The Annual Meeting of the Corporation shall be held in either July or August of each year, the place and time to be designated by the President with the agreement of a majority of the Board. Notice of the meeting shall be posted on the Post Office bulletin board not less than ten days in advance. 2) Including the above, regular quarterly open meetings will be held in October, January and April.or May. Dates of these meetings will be designated by the President with the 3 . agreement of the majority of the Board. Notice of quarterly meetings shall be posted on the Post Office bulletin board not less than ten days in advance. 3) The Board of Directors may call special meetings of the membership as they so determine. 4) At all meetings of the members, not less than ten percent of the members in good standing as shown in the record shall constitute a quorum. 5) The Board of Directors shall meet at least once each quarter or more often at the discretion of the officers. 6) A special meeting of the Board of Directors may be called at any time by the President, or if the President refuses, by any three directors, provided that when called by the directors, a call shall be issued to each director, stating the purpose of the meeting, not less than forty- eight hours preceding the meeting. 7) Absence by a director from three consecutive meetings without an excuse may be deemed grounds for a declaration by the Board of Directors that the seat of said director is vacant and for the election by the Board of a temporary Director as described in Article ill, Section 3. 8) At all meetings of the Board of Directors, one third, rounded up to the next whole number of those qualified under the Bylaws to sit as Directors shall constitute a quorum. (consistent with NYS not-for-profit law?) 9) Approved minutes of meetings of the Corporation shall be made available in a public place and upon request. ARTICLE VI -- CONTRACTS, CHECKS, BANK ACCOUNTS, INVESTMENT, ETC... I) The Board of Directors is authorized to select such depositories as it shall deem proper for the funds of the Corporation and shall determine who, if anyone, in addition to the President, shall be authorized on the Corporation's behalf, to sign bills, notes, receipts, acceptances, endorsements, checks, releases, contracts and documents. 2) The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal, or otherwise, or stocks, bonds, or other securities as the Board in its uncontrolled discretion may deem desirable, without regard to the limitations, if any, now imposed or which may hereafter be imposed by law regarding such investments. 4 . 3) The fIScal year for the Corporation shall begin July 1 and end June 30. ARTICLE VII -- INDEMNIFICATION The Corporation shall, to the fullest extent now or hereafter permitted by law, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he, his testator, or intestate was an associate, director, officer, or other agent of the Corporation, or of any other organization served by him in any capacity at the request of the Corporation, against judgements, fines, amount paid in settlement and reasonable expenses, including attorney's fees. ARTICLE ?? -- DISSOLUTION In the event of the liquidation, dissolution or winding up of the organization (whether voluntary, involuntary or by operation of law), the Corporation's property or assets shall not be conveyed or distributed to any director, officer, member, employee or member of a committee of, or person connected with, the Corporation, or any other private individual, nor to any organization operated for profit; but, after deducting all necessary expenses of liquidation, dissolution or winding up, as the case may be, all the remaining property and assets of the Corporation shall be distributed only to such other organizations as shall then qualify under Section 501 (c) (3) of the Internal Revenue Code as the directors of the Corporation shall in their discretion determine. ARTICLE VIII -- AMENDMENTS These Bylaws may be amended by the affmnative vote of a majority of the directors in office at any meeting of the Board of Directors. ARTICLE IX - ORDER OF BUSINESS 1) Meeting called to order. 2) Readings and Approval of minutes of last meeting. 3) Reports, including those from committees, the Board and districts. 4) Old Business. 5) New Business. 6) Discussion. 5 . , 7) Adjournment ARTICLE X -- RULES OF PROCEDURE The rules of procedure at meetings of the Corporation, the Board of Directors, and committees shall be Robert's Rules of Order. 6