Fire Island Pines Property Owners' Association, Inc. By-Laws
Article I
Purpose
Fire Island Pines Property Owners' Association, Inc., is established as a not-for-profit corporation to serve the community of Fire Island Pines, New York. The purpose of these By-Laws is to provide for the conduct of the business of Fire Island Pines Property Owners' Association, Inc.
Article II
Offices
The Fire Island Pines Property Owners' Association, Inc. (hereinafter referred to as the Association) shall have its principal office in the County of Suffolk, Town of Brookhaven, State of New York, the location of which shall be determined by the Board of Directors of the Association.
Article III
Membership
Classes of Membership.
The membership of the Association shall consist of two classes of members: (A) regular members, and (B) associate members.Regular Members.
(A) Any person, spouse of a person, or domestic partner of a person, who owns real property or a cooperative apartment in Fire Island Pines, New York, whether such real property or cooperative apartment is owned solely, jointly or in a partnership or corporate name, is eligible to become a regular member. Each regular member shall be entitled to vote, (either in person or by mail ballot, with respect to the election of officers, directors or any other matter pertaining to the property or management of the Association), and participate in Association activities, attend meetings and serve on committees. In no case, however, shall one person be entitled to more than one vote.
(B) Joint, partnership or corporate ownership of real property or a cooperative apartment qualifies only one individual of that entity to become a regular member. Where real property or a cooperative apartment is owned by only one spouse, or by only one domestic partner, either spouse or domestic partner can be designated as the person eligible to become a regular member, without respect to which spouse or domestic partner is the legal owner of such real property or cooperative apartment. Where real property or a cooperative apartment is owned in partnership or corporate form, such partnership or corporation can designate any partner, shareholder, or authorized agent to be the regular member.
(C) Each regular member must remain an owner, or must continue to be the spouse or domestic partner of an owner or, in the case of a partnership or corporation, must continue to be a partner, shareholder or designated agent of an owner, of real property or a cooperative apartment in Fire Island Pines, New York, during his or her membership.Associate Members.
(A) Any person residing in Fire Island Pines, New York, who does not qualify for regular membership may become an Associate Member. An Associate member is entitled to all the rights and privileges of a Regular Member except that an Associate Member is not allowed to vote.
(B) Any person who does not reside in Fire Island Pines and therefore does not qualify as an associate Member, may apply for Associate Membership, which application may be granted if the Membership Committee approves the application. Such approval is completely discretionary.
(C) For the purposes of this Article "residing” means having a residence (whether owning or renting) in Fire Island Pines.Becoming a Member. A standard application form shall be promptly furnished to any prospective member. Membership shall become effective for that person, in the category for which that person qualifies, upon receipt of the filled-out application form and payment of appropriate dues and approval of the application (if the person does not reside in Fire Island Pines).
Article IV
Meetings
Annual Meeting. The annual meeting of the members of the Association shall be held in the fall of each year at the Community House in Fire Island Pines, NY. Each member in good standing shall be notified by mail, pursuant to Article IX, Paragraph 4, at least twenty (20) days prior to the date of said annual meeting.
Special Meetings. Special meetings of the Association may be called from time to time either by the President or a majority of the Board of Directors. Each member in good standing shall be notified by mail, pursuant to Article IX, Paragraph 4, at least twenty (20) days prior to the date of said special meeting. The purpose of said special meeting shall be included in said notice.
Voting. At the annual and special meetings of the Association, only the regular members in good standing shall be entitled to vote for officers and directors, pursuant to Articles V, VI & VIII, and shall also be entitled to vote on any and all matters that may be brought before the membership at all such meetings. Proxies may not be used at any meeting of the Association; however, votes may be cast by the mail ballot furnished by the Association to each regular member, which ballot must be received by the Secretary of the Association by the date and time of the meeting or before.
Quorum. A quorum shall consist of ten percent (10%) of the regular members of the Association as of the date of the meeting. A quorum shall be necessary for the transaction of business. In the absence of a quorum, the presiding officer shall adjourn the meeting to such time and place as may be determined by the directors present, notice of which shall be given to the members pursuant to Article IX, Paragraph 4, at least twenty (20) days prior to the date of the rescheduled meeting.
Conduct at Meetings. The meetings of the membership shall be conducted in accordance with the By-Laws of the Association. Where the By-Laws of the Association do not cover a particular aspect of the meeting, that aspect of the meeting shall be conducted in accordance with the most recent edition available of "Roberts Rules of Order".
Voting. Except as otherwise provided by law, the certificate of incorporation or By-Laws of the Association, the affirmative vote of a majority of the regular members present at any meeting at which a quorum is present, shall decide any new question brought before such meeting.
Article V
Board of Directors
Composition. The Board of Directors shall consist of twenty (20) directors, all of whom shall be members of the Association; provided, however, that, commencing with the 2015 annual meeting, the number of directors shall be reduced to fifteen (15) in the following manner. Beginning in 2015 and each year thereafter until the number of directors is reduced to fifteen (15), at least three (3) but not more than four (4) directors will be elected. The first year in which three (3) or fewer incumbent directors seek reelection will be designated as the year in which only three (3) directors are elected, and only three (3) directors will be elected in that year and, excluding vacancies, every fourth year thereafter. In all other years thereafter, except as provided in the preceding sentence and excluding vacancies, four (4) directors will be elected. The directors so elected shall be the candidates for the Board of Directors with the four highest vote totals in any year in which four (4) directors are scheduled to be elected, and the candidates for the Board of Directors with the three highest vote totals in any year in which three (3) directors are scheduled to be elected. Each director so elected shall serve for a term of four (4) years and until his or her successor shall have been elected and qualified.
Eligibility. Only those regular members, not in violation of Chapter 85, Article XXI of the Code of the Town of Brookhaven (the Zoning Code) as applied to the Community of Fire Island Pines, NY, are eligible to become and remain directors.
Resignations. Any director of the Association may resign, at any time by giving written notice to the Board of Directors, to the President or to the Secretary of the Association. Any such resignation shall take effect at the date of receipt of such notice or at any later time specified therein, and the acceptance of such resignation shall not be necessary to make it effective unless otherwise provided therein.
Removal. Any director of the Association may be removed by the Board of Directors whenever, in the judgment of the Board, the actions of the director are deemed detrimental to the best interests of the Association. Said action must be approved by a vote of two-thirds (2/3) of the Directors then serving, excluding the director who is the subject of the removal procedure.
Vacancies. Any vacancy in the Board arising from death, resignation, removal or other cause, may be filled at any time by the Board of Directors at any meeting, and the director so appointed shall hold office until the next annual meeting. Subject to the provisions of Section 1. of this Article V, if the vacating director’s term does not expire at the next annual meeting at which four (4) directors are scheduled to be elected, then the candidate running for the Board who has the fifth highest vote total shall fill that unexpired term. If there is more than one such unexpired term, then the longest unexpired term shall be filled by the candidate with the sixth highest vote total, and so on , until all such terms are filled. Subject to the provisions of Section 1. of this Article V, it the vacating director's term does not expire at the next annual meeting at which three (3) directors are scheduled to be elected, then the candidate running for the Board who has the fourth highest vote total shall fill that unexpired term. If there is more than one such unexpired term, then the longest unexpired term shall be filled by the candidate with the fourth highest vote total, the second longest unexpired term shall be filled by the candidate wilt the fifth highest vote total and so on, until all such terms are filled.
Meetings. All meetings of the Board of Directors shall be held at such time and place as the Board shall determine. All directors and officers must be notified at least one week in advance of such meetings, except in the case of an emergency meeting, whereby the one week notice requirement may be waived.
Quorum. A quorum shall consist of fifty percent (5O%) of the number of directors then serving. A quorum shall be necessary for the transaction of business. In the absence of a quorum, the presiding officer shall adjourn the meeting to such time and place as may be determined by the directors present, notice of which shall be given to the absent directors pursuant to Article IX, paragraph 4.
Authority. The Board of Directors shall have the general management and control of the property of the Association. It shall also have the following powers:
(A) To designate and appoint one or more committees with such powers and duties as the Board of Directors shall determine. The chairperson of each such committee shall be a Director.
(B) To make reasonable rules and regulations regarding the use of real and personal property owned by, controlled by or under the supervision of the Association.
(C) To, after thirty (30) days' notice, at either a regular meeting or a special meeting of the Board of Directors, suspend or expel a member of the Association for any act or conduct deemed detrimental to the best interests of the Association, if approved by a vote of two-thirds (2/3) of the Directors then serving. The notice shall be sent by mail pursuant to Article IX, Paragraph 4.
(D) To expend, disburse, apply, grant, use, assign or contribute the Association's property in such ways and for such items as may further the purpose of the Association.(E) To have such other further rights and powers as may be conferred upon it by the Laws of the State of New York.
Monies Expended. No monies are to be expended without the approval of the Board, except that monies may be expended during the normal course of the business of the Association without the express approval of the Board.
Voting. Except as otherwise provided by law, the certificate of incorporation or By-Laws of the Association, the affirmative vote of a majority of the directors present at any meeting at which a quorum is present, shall decide any question brought before such meeting. However, any vote regarding use of any of the money in the Association's Reserve Fund shall require an affirmative vote of a super-majority, or two-thirds, of all directors, present or not present at a meeting.
Written action. Any action required to be taken at a meeting of the Board of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by the majority of the directors then serving.
Conduct at Meetings. The meetings of the directors shall be conducted in accordance with the By-Laws of the Association. Where the By-Laws of the Association do not cover a particular aspect of the meeting, that aspect of the meeting shall be conducted in accordance with the most recent edition available of "Roberts Rules of Order".
Article VI
Officers
Officers. The officers of the Association shall consist of a President, Vice President, Secretary, and a Treasurer.
Election and Term of Office. The officers of the Association shall be elected by the regular members of the Association at the Association's annual membership meeting taking place during even numbered years. Each officer shall hold office for two years and until his or her successor shall have been elected and qualified.
Prerequisites. Each officer of the Association must be a regular member of the Association before his or her election and during his or her term of office. In addition, each officer must be elected and qualify as a director of the association in order to qualify as an officer.
President. The President shall have the power to preside at all meetings of the members of the Association and the Board of Directors. The president shall make all contracts, subject to the approval of the Board of Directors; shall have the power to employ and discharge employees of the Association and have general supervision of its affairs; shall appoint all committee chairmen (with the advice and consent of the Board); and shall perform all other duties and enjoy all other powers commonly incident to the President's office or which may be prescribed by the Board of Directors or which are or may at any time be authorized or required by law.
Vice President. The Vice President shall, in the absence of the President or in the event of the President's inability to act, perform the duties of the President and shall have all powers which may be prescribed by the Board of Directors or which are or may at any time be authorized or required by law.
Treasurer. The Treasurer shall have charge and custody of the funds of the Association; shall have the power to sign checks for payments of monies together with another member of the Board or an employee of the Association duly designated by the Board; shall keep correct books of the financial affairs of the Association and report the condition of said finances to the Board of Directors at every meeting of said Board and at such other times as the Board may direct; shall keep the books of the Association open for inspection by any member of the Association; shall cause the books of the Association to be audited annually by an independent certified public accountant; and shall have all powers which may be prescribed by the Board of Directors or which are or may at any time be authorized or required by law.
Secretary. The Secretary shall keep the minutes of all meetings and distribute those minutes to the members of the Association; retain the seal of the Association; maintain and control use of the mailing roster of members; send out all notices; shall carry on all correspondence; supervise elections and votes by members; make arrangements for all general meetings of directors and members; and shall have all powers which may be prescribed by the Board of Directors or which are or may at any time be authorized or required by law.
Executive Committee. The four officers, as a group, shall constitute an Executive Committee. This committee shall have the authority to act on behalf of the Board on matters requiring immediate action where it is deemed that convening of the Board of Directors would be impracticable.
Resignations. Any officer of the Association may resign, at any time by giving written notice to the Board of Directors, to the President or to the Secretary of the Association. Any such resignation shall take effect at the date of receipt of such notice or at any later time specified therein, and the acceptance of such resignation shall not be necessary to make it effective unless otherwise provided therein.
Removal. Any officer of the Association may be removed by the Board of Directors whenever, in the judgment of the Board, the actions of the officer are deemed detrimental to the best interests of the Association. Said action must be approved by a vote of two-thirds (2/3) of the Directors then serving, excluding the director who is the subject of the removal procedure.
Vacancies. Any vacancy in the office of any officer arising from death, resignation, removal or other cause, may be filled at any time by the Board of Directors at any meeting, and the officer so elected shall hold office for the unexpired term of the vacating officer.
Community Manager. A Community manager may be employed and discharged by the President of the Association, with the advice and consent of the majority of the directors.
Article VII
Dues
Annual Dues. Annual dues of regular and associate members shall be paid on a calendar year basis, payable in January each year, in advance. The amount of dues payable shall be determined by the Board, in advance of each succeeding year.
New members. New members of the Association who pay their dues prior to the annual meeting of the Association shall be entitled to be paid-up members for the annual meeting and the balance of the year. New members of the Association who pay their dues after the annual meeting of the Association, shall be entitled to be paid-up members for the balance of the year and the following calendar year.
Article VIII
Elections
Place and Time. Elections for the Board of Directors and Officers shall take place at the Community House, Fire Island Pines, NY, at the annual meeting of the Association.
Voting. Only one vote for each regular member of the Association may be cast by that member either in person or by mail. No proxy votes shall be permitted.
Candidates and Nominating Committee. A nominating committee chairperson shall be appointed by the President, subject to the advice and consent of the Board. The chairperson shall select a committee whose members shall be comprised of either regular or associate members of the Association who are not on the Board of Directors. The committee shall select candidates for each of the offices and directorships for which there is to be an election. In addition to the candidates the committee selects on its own, any regular member of the Association may become a candidate, as long as that person is eligible, by submitting his or her name to the nominating committee. The committee shall, at least 45 days prior to the annual meeting, report the names of the candidates to the Board at a meeting thereof. The Board may then either ratify, amend and ratify or reject the report of the committee.
Ballots. Ballots shall be printed with the names of the candidates listed in alphabetical order under the office(s) for which they seek to be elected. If a candidate is simultaneously running as an officer and as a director, the ballot shall include an asterisk next to the candidate's name, with a similar asterisk and the following explanatory legend at the end of the ballot: "In order for this candidate to be elected as an officer, the candidate must also he elected as a director." If a candidate who is currently an officer, is running as a director in an odd numbered year, the ballot shall include an asterisk next to the candidate's name, with a similar asterisk and the following explanatory legend at the end of the ballot: "In order for this candidate to continue to serve as [insert title] this candidate must be elected as a director in this election."
Mailing of the Ballots. All ballots shall be mailed to the regular members of the Association, pursuant to Article IX, Paragraph 4, at least twenty (20) days prior to the date of said annual meeting.
Article IX
Miscellaneous
Contracts, etc. Except as otherwise provided by law or the By-Laws, the President shall sign, in the name and on behalf of the Association, all deeds, bonds, contracts, leases, and other instruments or documents, the execution of which shall be authorized by the Board of Directors; and such authority may be general or confined to specific instances.
Corporate Seal. The Association shall have a seal which shall be in the form of a circle with the following words therein: "Fire Island Pines Property Owners' Association, Inc. 1953, New York".
Fiscal Year. The fiscal year of the Association shall be determined by the Board.
Notices and Waivers Thereof. Whenever any notice is required by the By-Laws, by the Certificate of Incorporation or by any law, to be given to any director or officer or member, such notice, except as otherwise provided by law, may be given personally or by telegram, mailgram, cable or radiogram addressed to such director or officer or member at his or her address as appears in the records of the Association as the address of the director or officer or member; or the notice may be given in writing by first class mail, in a sealed wrapper, postage prepaid, addressed to such director or officer or member at the above address. Any notice given by telegram, mailgram, cable or radiogram shall be deemed to have been given when it shall have been delivered for transmission and any notice given by mail shall be deemed to have been given when it shall have been deposited in a post office, in a regularly maintained letter box or with a postal carrier. A waiver of any such notice in writing, signed by the person entitled to such notice, whether before or after the time of the action for which such notice is required, shall be deemed the equivalent thereof; and the presence without objection at any meeting of any person entitled to notice thereof shall be deemed a waiver of such notice as to such person.
Interested Directors. In the absence of fraud, no contract or transaction between the Association and its director or any other corporation or association or entity in which such director is a director or officer, or is financially interested, shall be void or voidable for this reason alone or by reason that the director was present at a meeting of the Board, or of a committee thereof, which approved such contract or transaction, provided that the fact of such common directorship, officership or financial or other interest is disclosed or known to the Board or committee, and the Board or committee approves such transaction or contract by a vote sufficient for such purpose without the vote of the interested director. Such director may, however, be counted in determining the presence of a quorum at such meeting.
Compensation. None of the Directors or Officers of the Association shall receive any compensation for services rendered in such capacity, but any director or officer may be reimbursed for out-of-pocket expenses properly incurred in connection with the activities of the Association.
Indemnification. Any person made a party to any action, suit or proceeding, civil or criminal, by reason of the fact that he or she is or was a director, officer or employee of the Association, or at its request served as such of another corporation or chairman of a committee, may, in the discretion of the Board of Directors and upon such terms and conditions as it may choose to impose, be indemnified by the Association against the reasonable expenses, including attorney's fees, actually and necessarily incurred by him or her in connection with the defense of such action, suit or proceeding, whether or not such defense shall be successful in whole or in part, or in connection with any appeal therein or any settlement thereof, except in relation to matters as to which he or she shall be adjudged liable for negligence or misconduct in the performance of a duty. Such right of indemnification shall not be deemed exclusive of any other rights to which such person indemnified may be entitled to apart from this paragraph. This paragraph shall not he deemed to limit any power or exclude any right of the Association to provide any additional or other indemnity or right for any director, officer or employee.
Governing Law. This Agreement shall be interpreted and construed in accordance with the laws of the State of New York.
Severability. If any of the provisions of the By-Laws shall be invalid or unenforceable to any extent, the remainder of the By-Laws shall not be affected thereby.
Terminology. All personal pronouns used in the By-Laws, whether used in the masculine, feminine, or neuter gender, shall include all other genders; singular shall include the plural and vice versa. Titles of paragraphs are for convenience only and neither limit nor amplify the provisions of the By-Laws.