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FISHERS ISLAND CIVIC ASSOCIATION, INC.
BY-LAWS
As adopted on May 7. 2004
ARTICLE I
Name: Pw:poses: 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 "Fishers Island Civic Association, Inc."
(the "Corporation" or the "Association"). [NYN-CPL {l201]'
1.2. Pw:pose. The purpose of the Corporation is to promote the
economic, civic and social welfare of the people of Fishers Island, New York.
1.3. Office. The corporation shall maintain its principal office in the
Hamlet of Fishers Island, Suffolk County, New York. [{l 402]
ARTICLE II
Members
2.1. Membership: Dues. Any person 18 years of age or older who is
interested in promoting the economic, civic and social welfare of Fishers Island may
become a member of the Association upon payment of the annual dues prescribed by the
Board of Directors for the year in question.
2.2. Annual. Regular Meetings. The Annual Meeting of Members of
the Corporation shall be held on such date in July or August, and regular quarterly
meetings of Members shall be held on such dates in January or Febroary, April or May
and September or October, respectively, in each case 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. [{l603]
2.3. Special Meetings. Special meetings of Members may be called at
any time by the Board of Directors at such place on Fishers Island on such date and at
such time as shall be specified in the notice thereof. At any special meeting of Members,
only such business may be transacted as is related to the purposes set forth in the notice
thereof. [{l 603]
2.4. Notice of Meetings: Waiver. The Secretary or any Assistant
Secretary shall cause written notice of the place, date and hour of each meeting of
.
Citations to the relevant sections of the NYN-PCL are for convenience of reference
only and do not constitute part of the By-Laws.
Members, and, in the case of a special meeting, the purpose or purposes for which such
meeting is called, to be mailed by first-class mai~ not fewer than ten nor more than
50 days before the date of the meeting (or by any other class of mail not fewer than 30
nor more than 60 days before the date of the meeting) to each Member in good standing
at his or her address as it appears on the record of Members of the Corporation on the
record date fixed or specified for such meeting pursuant to Section 2.10 hereof Such
written notice may be included with the minutes of the preceding meeting of Members
mailed to all Members, and shall also be posted on the Fishers Island Post Office bulletin
board at least ten days before the date of the meeting. If at the time the Corporation has
more than 500 Members, notice of any meeting may be given by publication, in lieu of
mailing, in a newspaper published in Suffolk County, New York, once a week for three
successive weeks next preceding the date of the meeting. No notice of any meeting of
Members need be given to any Member who submits a signed waiver of notice, in person
or by proxy, whether before or after the meeting. The attendance of any Member, in
person or by proxy, at a meeting, without protesting prior to the conclusion of the
meeting the lack of notice of such meeting, shall constitute a waiver of notice of such
meeting. Notice of any adjourned meeting of Members need not be given, if the place,
date and time to which such meeting is adjourned is announced at such meeting. [~~ 605,
606]
2.5. Ouorum. 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, 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 date of any meeting
(including each Member which is a family or a corporation or other organization) shall be
entitled to one vote. Except as otherwise required by law or by the Certificate of
Incorporation or by Section 3.3 hereof (regarding the election of Directors), any corporate
action shall be authorized by a majority of the votes cast in fuvor of such action by
Members entitled to vote at any meeting at which a quorum is present. An abstention
shall not constitute a vote cast. [~~ 601, 611(e), 613]
2.7. Adiournment. If a quorum is not present at any meeting of
Members, the Members present in person or by proxy shall have the power to adjourn
any such meeting until a quorum is present, without notice other than announcement at
any such meeting of the place, date and hour to which such meeting is adjourned. At any
adjourned meeting at which a quorum is present, any business may be transacted that
might have been transacted on the original date of the meeting. [~608(d)]
2.8. Proxies. Every Member entitled to vote at any meeting of
Members may authorize another person or persons in writing to vote at such meeting by
proxy. No such proxy shall be valid after the expiration of eleven months from the date
thereof unless such proxy provides for a longer period. Every proxy shall be revocable at
the pleasure of the Member executing it, except as otherwise provided in the NYN-PCL.
[~ 609]
~
2.9. Organization: Procedure. At every meeting of Members the
presiding officer shall be the President or, in the event of his or her absence or disability,
a Vice President designated by the Board of Directors, or in the absence of such officers,
a presiding officer chosen by a majority of the Members present in person or by proxy.
The order of business and all other matters of procedure at every meeting of Members
shall be determined by such presiding officer in accordance with Robert's Rules of Order.
The Secretary, or in the event of his or her absence or disability, an Assistant Secretary
or, in his or her absence, an appointee of the presiding officer, shall act as secretary of the
meeting and keep the minutes thereof.
2.10. Record Date fur Notice. For the purpose of determining the
Members entitled to notice of any meeting of Members or any adjournment thereof (but
not for the purpose of determining Members entitled to vote at such meeting, which is
governed by Section 2.6 hereof), the Board of Directors may fIx, in advance, a record
date, which shall not be more than 50 nor less than ten days before the date of such
meeting. Ifno record date has been fIxed by the Board of Directors pursuant to this
Section 2.10 for any meeting, the record date fur Members entitled to vote at such
meeting shall be at the close of business on the day next preceding the day on which
notice of such meeting is given. [9 61 I (a), (c)(l)]
ARTICLE III
Board of Directors
3.1. Powers: Eligibility. 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. [9701]
3.2. Number. The number of Directors constituting the entire Board of
Directors shall be not less than seven nor more than fifteen, as determined from time to
time by vote ofa majority of the entire Board of Directors, without regard to vacancies.
[9 702]
3.3. Election: Term of Office. The Board of Directors shall 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 hereoJ: the 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. Directors shall be elected by a plurality of the
votes cast by Members entitled to vote in such election at a meeting of Members at which
a quorum is present. No person who has served as 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 as Director until at least one year has
passed after expiration of his or her second full term. [99 703(c), 704]
3.4. Annual Meeting. The Board of Directors shall meet for the
purpose of electing officers and appointing committees, if any, and for the transaction of
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such other business as may properly come before such meeting, immediately following
adjournment of the Annual Meeting of Members at the place of such Annual Meeting.
Notice of such meeting of the Board of Directors need not be given. [gg 7IO(a), (b),
711 (a)]
3.5. Regular. Special Meetings: Notice. Regular meetings of the Board
of Directors shall be held immediately preceding or following each quarterly meeting of
Members, 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 ofthe
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.
[gg 710, 71 1 (a), (b)]
3.6. 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) 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. [gg 707, 708(d)]
3.7. Action by Tel~honic Communications. Anyone or more
members of the Board of Directors, or any Committee appointed by the Board, may
participate in any meeting of the Board of Directors or such Committee by means of
conference telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time. Participation in a
meeting by such means shall constitute presence in person at such meeting for all
purposes, including quorum and voting. [g 708(c)]
3.8. Adjournment. A majority of the Directors present, whether or not
a quorum is present, may adjourn any meeting of the Board of Directors to another time
or place. No notice need be given of any adjourned meeting if the time and place of the
adjourned meeting are announced at the time of adjournment. [g ?lIed)]
3.9. Action Bv Unanimous Written Consent. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any Committee
appointed by the Board may be taken without a meeting if all members of the Board of
Directors or such Committee, as the case may be, consent in writing to the adoption of a
resolution authorizing such action. Such resolution and the written consents thereto shall
be filed with the minutes ofthe proceedings of the Board of Directors or such Committee.
[~ 708(b)]
3.10. Resignations. Any Director may resign at any time by delivering a
written notice of resignation, signed by such Director, to the President or the Secretary.
Unless otherwise specified therein, such resignation shall take effect upon delivery.
3.11. Removal. Any Director may be removed at any time, either for or
without cause (except as limited by applicable law), by vote ofthe Members or, for
cause, by vote of Directors at a meeting at which a majority ofthe entire Board of
Directors is present. [~706]
3.12. Vacancies: Newly Created DirectorshiDs. Any newly created
Directorship resuhing from an increase in the number of Directors pursuant to Section 3.2
hereof and any vacancy occurring in the Board of Directors for any reason (except the
removal of a Director by the Members without cause) may be filled by vote of a majority
of the Directors then in office, although less than a quorum exists. 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 Members. A Director
elected by the Board of 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 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.
3.13. Ex Qjficio Directors. The representative of the Hamlet of Fishers
Island elected from time to time to the Southold Town Council shall be an ex-officio
member of the Board of Directors. The Board of Directors may appoint additional ex
officio Directors to serve at the pleasure of the Board. Ex officio Directors shall be given
notice and have the right to attend all meetings of the Board of Directors, but shall have
no vote.
ARTICLE IV
COMMITTEES
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. Thereafter, members
of each such Committee may be designated annually, by resolution similarly adopted at
the 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
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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:
(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;
(ill) 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.
[~7l2(a), (c)]
4.2. Special Committees. The Board of Directors may create Special,
ad hoc Committees of Directors as may be desirable. The members of such Committees
shall be appointed by the President, with the consent of the Board. Special Committees
shall have only the powers specifically delegated to them by the Board of Directors and
shall have no powers which are not authorized for Standing Committees in Section 4.1
hereof. [~712 (c)]
4.3. Civic Committees. The Board of Directors may create Civic
Committees of the Association consisting of Directors, Officers and Members of the
Association and other persons appointed by the Board of Directors or by the President
with the consent of the Board of Directors. Such Committees shall serve such purposes
and conduct such activities as the Board of Directors may deem desirable, but shall not be
delegated any of the authority or powers of the Board of Directors in the management of
the Corporation. [~712(e)]
4.4. Terms of Special. Civic Committees. Each Special Committee and
Civic Committee shall serve at the pleasure of the Board of Directors and may be
abolished by resolution of the Board of Directors. Each member of any such Committee
shall hold office until his or her successor shall have been designated or until his earlier
death, resignation or removal. Any member of any such Committee may be removed,
with or without cause, by resolution of the Board of Directors or by the President, with
the consent of the Board. [~712(d), (e)]
4.5. Nominating Committees. Not less than 60 days before the date of
the Annual Meeting of Members, the Board of Directors shall appoint a Nominating
Committee for Directors, consisting of three or more persons, at least one of whom shall
be a Director. The Committee shall nominate a slate of candidates for all Directors to be
elected at the Annual Meeting, and shall post such slate on the Fishers Island Post Office
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bulletin board at least ten days before the Annual Meeting. Members may nominate
additional candidates from the floor of the Annual Meeting. Not less than 30 days before
the date of the Annual Meeting of Members, Directors who are not officers of the
Corporation shall, by vote of a majority of all such Directors, appoint a Nominating
Committee for Officers, consisting of three or more such Directors; such Committee shall
nominate a slate of candidates for election by the Board of Directors at its annual
organization meeting as officers for the following year.
ARTICLE V
OFFICERS
5.1. Number.Oualifications. The officers of the Corporation shall be
elected by the Board of Directors and shall be a President, a Vice President, a Secretary
and a Treasurer. The Board of Directors also may elect additional Vice Presidents, one
or more Assistant Secretaries and Assistant Treasurers and such other officers as it may
determine. Any two or more offices may be held by the same person except the offices
of President and Secretary. Each officer shall be a Member in good standing of the
Association, but no officer, except the President and each Vice President need be a
Director of the Corporation. [9713(a)]
5.2. Election. Unless otherwise determined by the Board of Directors,
the officers of the Corporation shall be elected by the Board of Directors at the annual
organization meeting of the Board of Directors following each Annual Meeting of
Members, and shall be elected to hold office until the first meeting of the Board
following the next succeeding Annual Meeting of Members. Each officer shall hold
office until his or her successor has been elected and qualified, or until his or her earlier
death, resignation or removal. [9713(c)]
5.3. Compensation. The compensation, ifany, of officers, employees
and agents of the Corporation shall be fixed from time to time by the Board of Directors.
5.4. Removal: Resignation: Vacancies. Any officer may be removed
for or without cause at any time by the Board of Directors. Any officer may resign at any
time by delivering a written notice of resignation to the Board of Directors. Any vacancy
occurring in any office of the Corporation by death, resignation, removal or otherwise,
shall be filled by the Board of Directors.
5.5. Authority. Duties of Officers. The officers of the Corporation shall
have such authority and shall exercise such powers and perform such duties as may be
specified in these By-Laws or by the Board of Directors, except that in any event each
officer shall exercise such powers and perform such duties as may be required by law.
[9713(e)]
5.6. President. The President shall be chief executive officer of the
Corporation, and, subject to the direction of the Board, shall have general charge of the
activities and affairs of the Corporation and general supervision over its officers,
employees and agents. The President shall preside at all meetings of Members and
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Directors. Subject to the direction of the Board of Directors, the President shall exercise
the powers and perform the duties incident to the office of a president of a corporation
and shall exercise such other powers and perform such other duties as the Board of
Directors may from time to time prescribe.
5.7. Vice Presidents. Each Vice President shall exercise such powers
and perfurm such duties as from time to time may be assigned to him or her by the Board
of Directors or the President. At the request of the President or, in his or her absence or
disability, a Vice President designated by the Board of Directors shall perform the duties
of the President and, when so acting, shall have the powers ofthe President.
5.8. Secretary. The Secretary shall keep or cause to be kept a record of
all proceedings of the meetings of the Members and of the Board of Directors. The
Secretary shall cause all notices to be duly given in accordance with the provisions of
these By-Laws and as required by law. The Secretary shall be the custodian of the
records and of the seal of the Corporation and cause such seal (or a :fucsimile thereof) to
be affixed to all instruments where required. The Secretary shall IllAintAin the record of
the names and addresses of the Members of the Association. The Secretary shall
perform, in general, all duties incident to the office of secretary and such other duties as
may be given to him or her by these By-Laws or as may be assigned to him or her from
time to time by the Board of Directors or the President.
5.9. Treasurer. The Treasurer shall have charge and supervision of the
receipts and disbursements of the Corporation; and shall keep or cause to be kept full and
accurate accounts of all receipts, disbursements, assets and liabilities of the Corporation.
The Treasurer shall deposit or cause to be deposited all funds of the Corporation in such
banks or other depositories as the Board of Directors may designate, and shall cause all
investments of the Corporation to be maintained in accounts with such brokers and other
financial institutions as the Board of Directors may designate. The Treasurer shall
prepare the annual report required by NYN-PCL 9 519(a) and such other periodic
statements of the financial condition and transactions of the Corporation as may be
requested by the Board of Directors. The Treasurer shall prepare and file all tax returns
and reports of the Corporation. The Treasurer shall perform all duties incident to the
office of treasurer and such other duties as may be assigned to him or her from time to
time by the Board of Directors or the President.
5.10. Emoloyees: Other Agents. The Board of Directors may appoint
from time to time such employees and other agents as it shall deem necessary, each of
whom shall hold office at the pleasure of the Board, and shall have such authority and
perform such duties and shall receive such reasonable compensation as the Board may
from time to time determine.
ARTICLE VI
GENERAL PROVISIONS
6.1. Indemnification. The Corporation shall, to the fullest extent now
or hereafter permitted by law, indemnify any person made, or threatened to be made, a
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party to any action or proceeding, whether civil or criminal, by reason of the fact that he,
his testator or intestate is or was a Director, officer, employee or agent of the
Corporation, against judgments, fines, amounts paid in settlement and reasonable
expenses, including attorneys' fees, and shall advance the expenses of such person in
defending such an action or proceeding. The indemnification and advancement of
expenses granted by this Section shall not be deemed exclusive of any other rights to
which a Director, officer, employee or agent may be entitled pursuant to a resolution
adopted by the Members of the Corporation or the Board of Directors or pursuant to an
indemnification agreement authorized by the Board of Directors, provided that such
indemnification is not prohibited by applicable law. [SS 721-726]
6.2. Execution ofInstruments. To the extent authorized by the Board
of Directors, the President or any Vice President or any other officer, employee or agent
may enter into any contract or execute and deliver any instrument in the name and on
behalf of the Corporation. Any such authorization may be general or limited to specific
contracts or instruments.
6.3. Deoosits. Any funds of the Corporation may be deposited from
time to time in such hanks or other depositaries as may be determined by the Board of
Directors.
6.4. Checks. Drafts. etc. All checks, drafts, acceptances, notes and
other evidences of indebtedness of the Corporation, shall be signed by such officers or
employees or agents of the Corporation as the Board of Directors from time to time may
determine.
6.5. Sale. Transfer of Securities. To the extent authorized by the Board
of Directors, the President or any Vice President, together with the Treasurer or the
Secretary or an Assistant Treasurer or Assistant Secretary may sell, transfer, endorse, and
assign any shares of stock, bonds or other securities owned by or held in the name of the
Corporation, and may make, execute and deliver in the name of the Corporation, under its
corporate seal, any instruments that may be appropriate to effect any such sale, transfer,
endorsement or assignment.
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.
6.7. Seal. The seal of the Corporation shall be circular in form and
shall contain the name of the Corporation, the year of its incorporation and the words
"Corporate Seal" and "New York". The seal may be used by causing it or a fucsimile
thereof to be impressed, affixed or reproduced, or may be used in any other lawful
manner.
6.8. Books and Records. Except to the extent otherwise required by
law, the books and records of the Corporation shall be kept at the office of the
A
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Corporation on Fishers Island, New York or at such other place within or without the
State of New York as may be determined from time to time by the Board of Directors.
6.9. Dissolution. In the event of the dissolution ofthe Corporation
(whether voluntary or involuntary) all of the assets and properties of the Corporation
remaining after proper payment of expenses and satisfaction of all liabilities shall be
distributed, in accordance with the NYN-PCL to one or more other non-profit
corporations or organizations engaged in activities substantially similar to those ofthe
Corporation or to other charitable or educational organizations then qualifying under
Section 50I(c)(3) of the Internal Revenue Code and engaging in activities on Fishers
Island, NY consistent with the purposes of the Corporation. [~1005]
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 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) 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. [~602(b), (c)]
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