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HomeMy WebLinkAboutBylaws - 2004 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 ~ 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 r 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 f 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 ~ 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 n 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 . 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)] ,n