|
|
OAK
NECK LANE ASSOCIATION, INC. A New York not for profit corporation BY-LAWS as adopted May 9, 1954 and revised
April 15, 1980 and July 16, 2009 ARTICLE I NAME The name of the corporation
(hereinafter called “ONLA”) is the Oak Neck Lane Association, Inc. ARTICLE II MEMBERS 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. |
|