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A New York not for profit corporation
ARTICLE II
1) Eligibility- Members of the ONLA shall be limited to owners of property on Oak Neck Lane and its abutting streets, West Islip, New York. All members will receive a copy of these by-laws from the Secretary at the time of initial membership. 2) Voting- In all affairs of the ONLA in which a vote of the membership is required or taken, each member (as a family unit) in good standing shall be entitled to have one vote in person, by ballot or by proxy upon the matter in question at the time. Except as may otherwise be required by these by-laws, a majority vote of the members present at any meeting, a quorum being present, shall be the act of the ONLA. All voting at any meeting of the ONLA shall be by eligible members in good standing by ballot prepared and distributed by the Board, which shall be included in the notice for such meeting. Any eligible member will be considered “in person” and “present” for purposes of these by-laws to vote at any meeting of the ONLA if they deliver such ballot. Any such ballot shall (1) have a unique number with name and signature of the member on the card, (2) have a box-check format for each item to be voted on, (3) be returned by mail to the Board at the address indicated in such notice (the Board shall provide a self-addressed envelope for such purposes) no less than three days prior to any such meeting or be handed in at such meeting, and (4) be returned by the member casting such vote. 3) Responsibility- By accepting members each member agrees to conform to these by-laws and any amendments thereof and such rules and regulations as may be adopted from time to time by the Board of Directors. ARTICLE III MEETING OF MEMBERS 1) Annual Meetings- The Annual Meeting of members shall be on the second Tuesday in April. 2) Special Meetings Special meetings of members shall be held whenever called by the President upon a majority vote of the Board of Directors. Special meetings shall also be called by the President upon the written request of members representing ten percent or more of the total members of the ONLA, filed with the Secretary not less than twenty days before such special meetings. 3) Notice of Meetings- Written notice of all meetings of the members shall be given stating the place, date and hour of the meeting and in the case of a special meeting indicating that the notice is being issued by or at the direction of the person or persons calling the special meeting. The notice of the Annual meeting shall state that the meeting is called for the election of members of the Board of Directors, the adoption of an annual budget and for the transaction of other business which may properly come before the meeting (if any other action which can be taken at such a meeting is to be taken at such annual meeting) state the purpose or purposes. Notice of a special meeting shall in all instances state the purpose or purposes for which the meeting is called and at any such meeting only such business may be transacted as is directly related to the purpose or purposes set forth in the notice. Notice of any meeting of members shall be given not less than ten, nor more than twenty, days before the date of the meeting, either personally or by mailing a notice of such meeting by first-class mail or by hand delivery of the notice to each member at the address furnished to the Secretary by such member, and, in addition, such notice may be delivered by email notification to the email address furnished to the Secretary by such member. If a meeting (other than a special meeting) is adjourned to another time and place and if any announcement of the adjourned time and place is made at such meeting, it shall not be necessary to give notice of the adjourned meeting unless the Board of Directors in their sole judgment deem such notice to be necessary. 4) Adjournments- Any meeting of the members may adjourned from time to time by a majority vote of those present and voting on such meeting to such time and place as may be determined. 5) Members’ List or Record and Challenge- A list of record of members of the ONLA in good standing, certified by the Treasurer or other officer responsible for its preparation, shall be produced at any meeting of members at which a vote of the members is to be taken upon the request therefore of any member who at least five days prior to such meeting has given written notice to the ONLA that such request has been made. If the right of any member to vote in any meeting is challenged, the inspectors of the election, if any, or the person presiding thereat shall require such list or record of members to be produced in order to determine whether the persons challenged to vote at such meetings have the right to vote, and all persons who appear from such list or record to be members entitled to vote thereat may vote at such meeting. 6) Proxies- Proxies may be used at any meeting of the members at which a vote of the members is to be taken subject to the conditions that such proxies must be solicited from the entire membership by another member and the use of such proxies is limited to the particular meeting specified in such proxies and any adjournments thereof except that any member or other person may hold a single proxy from another member. 7) New Matters- Any new matter concerning the business, funds or affairs of the ONLA may be brought up for discussion at the annual meeting or any other meeting of the members for the transaction of business but action on such new matter must be referred to the Board of Directors for consideration and report a recommendation to a subsequent meeting of members. ARTICLE IV QUORUM 1) Quorum- Except as herein otherwise provided, eligible members of the ONLA representing at least one-third (1/3) of the members of which the President or one of the other officers in order of seniority established by the Board of Directors must always be one, shall be necessary to form a quorum for the transaction of business at a meeting of the members. 2) Absence of Quorum- In case a quorum shall not be present at any meeting of the members for the transaction of business, the President or in his absence one of the other officers in order of seniority established by the Board of Directors of a majority of the members present may adjourn the meeting to such other hour or such other day and to such other place as may be judged proper. ARTICLE V ASSESSMENTS 1) Annual Assessments- Annual assessment shall be due and payable from each member or owner of property on June 1 of each year. The Board of Directors shall recommend the amount of annual assessments to be paid each year at the time of the annual budget presentation, and shall be then and there voted upon. 2) Unpaid Assessments- If the annual assessments of any owner of property remain unpaid by July 1 of a given year, the owner shall be considered delinquent and the dues subject to legal collection. Any owner of property whose assessments remain unpaid at any meeting of the ONLA forfeits the right to vote on any matter of the Association. ARTICLE VI BOARD OF DIRECTORS 1) Number; Qualification; Powers- The business, funds and affairs of the ONLA shall be governed by the Board of Directors. The authorized number of directors shall be nine. The Board of Directors shall determine the policies of the ONLA, and shall exercise all powers not conferred upon the members by law, the Charter or by these By-laws. 2) Nomination- Nominations for the directors shall come from the floor at each annual meeting. 3) Election and Term- The members of the Board of Directors shall be divided into three classes, each composed of approximately one third of the authorized number of directors and shall be elected by the members of the ONLA. Each year those directors who are included in the first class shall be elected to hold office until the next annual meeting of the members or until their successors shall have been elected and shall have qualified; those directors who are included in the second class shall be elected to hold office until the second succeeding annual meeting of members or until their successors shall have been elected and shall have qualified; those directors who are included in the third class shall be elected to hold office until the third succeeding annual meeting of members or until their successors shall have been elected and shall have qualified. 4) Vacancies- Should a vacancy in the Board of Directors occur for any reason whatsoever, such vacancy shall be filled by election at any subsequent meeting of the Board of Directors. A director so elected shall hold office until the next annual meeting of members and until his successor shall have been elected and shall have qualified. 5) Organizational Meetings- The organizational meeting of the Board of Directors for the election of those officers required to be elected and the transaction of business shall be held without notice as soon as practicable after the final adjournment of the Annual meeting of members and at the same place. Such meeting may be held at any other time and place which shall be specified in a notice given as hereinafter provided for special meeting of the Board of Directors or in a waiver of notice thereof. 6) Regular Meetings- Regular meetings of the Board of Directors for the transaction of any business shall be held at least once each half year at the call of the President at such place as shall from time to time be determined by resolution of the Board of Directors. Five calendar days notice will be provided to each Board member by email, telephonic or written notice by the Secretary, or President. 7) Special Meeting- Special meetings of the Board of Directors shall be held whenever called by the President or in his absence by one of the other officers in the order of seniority established by the Board of Directors. Notice of each special meeting of the Board of Directors shall be given at least five calendar days before the day on which the special meeting is to be held by mailing a notice of such meeting or hand delivery of such notice or by telephonic advice, or by email. 8) Quorum; Voting; Organization- A majority of the total Board members shall constitute a quorum for the transaction of business. The affirmative vote of a majority of the Board members present at any meeting, if a quorum is present, shall be the act of the Board; provided, however, any financial transaction or financial business of the Board shall require a majority vote of the entire 9 members of the Board of Directors. The President shall act as Chairman of the Board or in his absence, another member of the Board chosen by the majority of the directors present, shall act as Chairman. 9) Special Allocation of Funds; Awarding of Contracts- The Board of Directors by a majority vote shall have the right, acting in its discretion, to expend up to $1000.00 of the funds of the corporation in any single item or matter either not included, or in excess of the amount in the approved budget for that fiscal year; expenditures in excess of that amount on any single item or matter shall require the approval of the members at a special or regular meeting. The Board shall obtain at least three written estimates or bids with respect to services or work to be performed on behalf of the ONLA prior to awarding a contract for any such services or work; provided, the Board may, but is not obligated to obtain such estimates or bids for services or work in an aggregate amount not to exceed $1,000.00. All such bids and estimates shall be maintained in the ONLA records. 10) Compensation- The Directors shall serve without compensation. ARTICLE VII OFFICERS AND THEIR ELECTION OFFICERS- Section 1. The Board of Directors as soon as may be after each annual election shall elect a President of the corporation, a Secretary and a Treasurer. All officers shall be chosen from among the Directors. Section 2. The term of office of all officers shall be until the next annual meeting of the members or until their respective successors are elected and qualified; but any officer may be removed from office at any time by the affirmative vote of a 2/3 majority of the members of the Board of Directors. Officers shall be limited to hold office in one position for a term of one year and will not be eligible to serve in that position for three years. Section 3. Unless otherwise provided by the Board of Directors, the powers and duties of the officers of the corporation shall be as follows, respectively: President. The President shall preside at all meetings of the corporation and the Board of Directors. He shall be a member exofficio of all regular and special committees. He shall execute all instruments requiring a seal in the name of the corporation under the seal of the corporation. He shall perform all such other duties as pertain to the office of the President and shall see that all resolutions of the members and of the Board of Directors are carried into effect. Secretary. The Secretary shall keep a list of the names and addresses of the members of the corporation. He shall attend all meeting of the members, the Board of Directors, and shall keep a record of all transactions at such meetings in a minute book belonging to the corporation. He shall be the custodian of the corporate records, except those pertaining to the office of Treasurer and shall be custodian of the corporate seal. He shall send out notices of meetings of the members, of the Board of Directors and shall conduct all correspondence other than that pertaining to the office of President and Treasurer. He shall affix the corporate seal to all instruments requiring a seal. He shall perform such other duties as pertain to the office of Secretary and shall do all such things and carry out all such orders as are required by the members of the corporation of the Board of Directors. Treasurer. The Treasurer will receive, disburse, and collect all moneys due and belonging to the corporation and shall, under the supervision of the Board of Directors deposit the moneys of the corporation, in its name and to its credit in such depository or depositories as may be designated by the Board of Directors. He shall invest all funds not needed for current disbursements, as may be directed by the Board of Directors. He shall pay all bills and make all disbursements for authorized commitments of the corporation. He shall keep full and accurate accounts of the receipts and disbursements and shall keep a record of all financial transactions of the corporation. He shall notify the Secretary of all delinquencies in the payment of dues by members. He shall render a full and complete report of the financial condition of the corporation to the members of the corporation at the annual meeting. He shall perform all other duties required of him by resolution of the members of the corporation, the Board of Directors and shall perform all duties as pertain to the office of the Treasurer. ARTICLE VIII RULES OF ORDER 1) The order of business at all meetings of the members shall be determined by the President. 2) At the meeting of the members for the transaction of business, members having any motion or remarks shall rise and address the chair. Members participating in a debate shall be heard only once and shall be permitted not exceeding ten minutes each, unless by unanimous consent the time of any member is extended. The usual parliamentary rules as laid down in Robert’s Rules of Order shall be followed. ARTICLE IX AMENDMENTS TO BY-LAWS The By-Laws shall be subject to amendment by providing written notice to the Board of Directors at least five calendar days prior to a scheduled meeting describing the article to be amended and suggested changes. The Board will provide members with its recommendation at that meeting, but such amendments shall not be acted on the meeting at which they are submitted but shall be acted on at a subsequent meeting of the members designated by the Board of Directors. This vote will be the first order of business for that meeting. A simple majority of the members present or voting by ballot will amend any article of the By-Laws. ARTICLE X FISCAL YEAR; AUDIT The fiscal year of the corporation shall start on May 1 of each year and end on April 30 of each year. Subject to approval by the ONLA of funds in the annual budget to pay for an audit, the Board of Directors shall engage an independent certified public accountant to perform an annual audit of the financial records, statements and accounts of the ONLA and such audit shall be available to all members of the community who request it and shall be posted on the ONLA website. ARTICLE XI BOOKS AND RECORDS The books, records and papers of the ONLA, including all financial records, shall at all times, during reasonable business hours, be subject to inspection by any member. The Articles of Incorporation and By-Laws of the ONLA shall also be available for inspection by any member. All said inspections shall take place within the geographic boundary of ONLA. Any member can request copies of all of the above information for a fee, not to exceed $0.75 per page. |
Note: Underlined passages represent changes adopted at the July 16th 2009 special meeting