By-Laws

Brookhaven Village Association, Inc.

Amended 1978, 1982, 1986, 1989, 1994, 1999, 2008, 2010, 2015, 2016
Reviewed 2006

Article I

Name and Object

  • Section 1: This Corporation shall be known as the Brookhaven Village Association, Inc.
  • Section 2: The object of the Association shall be to aid in the preservation of the natural beauties of Brookhaven Village; to encourage and assist in all improvements pertaining to the public welfare; to cooperate with the public officials in the faithful performance of their duties; to guard, in every way, the interests of the residents as set forth in the Certificate of Incorporation.

Article II

Membership

  • Section 1: The Brookhaven Village for the purpose of determining resident status shall be that area defined in the following manner: beginning at the mouth of the Carmans River running northerly along the west shore to Little Neck Run, thence running northwesterly following the path of the west shore of this stream to the railroad track, thence running easterly to the east side of Old Barto Road, to the north side of Montauk Highway and thence running westerly to the east side of Yaphank Ave. to the south side of the S. Service Rd. to the west side of Old Town Road, thence directly across to the south side of Montauk Highway to the west side of Arthur Ave. to the north side of Beaver Dam Road to the west side of Belleview Ave. to the east side of Bellhaven Road to the Great South Bay, thence easterly along the north shore of the Great South Bay to the mouth of the Carmans River.
  • Section 2: The membership shall consist of three categories:
    • a. Resident. An adult resident, defined as 18 years of age or older and residing in the community, shall become a resident member after paying the yearly dues to the Treasurer
    • b. Supporter. The supporter membership category is open to persons living outside the BVA boundaries as defined in Section 1, who support the organization and its activities. Supporter members must pay annual dues, but this membership does not include voting rights. Supporter members will receive newsletters and meeting notices, and are eligible for placement on a nonresident waiting list for a boat slip at Squassux Landing. Businesses located within BVA boundaries but owned by non-residents are eligible for supporting membership.
    • c. Honorary. Any person whom the Association may wish to select and honor is eligible for honorary membership in the Association, exempt from dues. Any person may be proposed for honorary membership by unanimous vote of the Board of Management and presented to the Association at a membership meeting. An honorary member shall have voting rights.
  • Section 3: Grandfather clause. Full resident membership privileges are extended to an additional group of long standing members who presently reside outside the boundaries of Brookhaven Village, as defined in Section 1. These people and their present residences are listed in Addendum A. BVA resident membership privileges will be extended as long as they remain members in good standing and reside at their listed addresses.
  • Section 4: The certificate of membership and the rights and privileges of a living member shall not be assignable. However, upon the death of any member leaving a husband or wife surviving, the certificate of membership shall automatically pass to such husband of wife for the remainder of the year. If there is no surviving spouse, a current certification of membership shall automatically pass to any surviving minor issue resident.

Article III

Officers and Directors

  • Section 1: The Brookhaven Village Association shall be governed by a Board of Management consisting of:
    • Nine (9) Directors
    • Three (3) Officers:
      • President
      • Vice President
      • Secretary
  • Section 2: The Board of Management shall have general charge of the Association’s affairs and property. It shall be its duty to see that the objects and purpose of the Association are carried out and to this it may exercise all the powers of the Association, subject to its Constitution (Certificate of Incorporation and by-laws) and to such action as the Association may take at its membership meetings.
  • Section 3: At each Annual Meeting, the general membership shall elect; a number of Directors equal to that of those whose terms have expired. Each Director shall be elected for a period of three years. Whenever a vacancy occurs among the Directors and there is an unexpired term remaining, then the vacancy shall be filled by the Board of Management for the remainder of the term.
    Officers: Each Officer shall be elected by the general membership at the Annual Meeting for a period of one year. Whenever a vacancy occurs among the Officers of the Association, the vacancy shall be filled for the unexpired term by the Board of Management. An elected officer must have served on the Board of Management for a minimum of one year prior to the election.
  • Section 4: No member of the Board of Management shall serve on the Board for more than nine (9) consecutive years.
  • Section 5: The duties and powers of the officers of the Association shall be as follows:
    • President: The President shall preside at all meetings of the Association and conduct same in accordance with the Constitution (Certificate of Incorporation and by-laws). In the case of an equal division on any question, the President shall have a deciding vote. The President shall report at the Annual Meeting on the Association activities during the year and on the Association’s conduct.
    • Vice President: The Vice President shall discharge the duties of the President in case of the President’s absence or during a vacancy in office. At all other times, the Vice President is a voting member of the Board of Management.
    • Secretary: It will be the duty of the Secretary to oversee the following tasks: That the minutes of all meetings of the Association and the Board of Management are recorded; that all notices are issued, with the approval of the President, for all meetings of the Association; that all correspondence relating thereto is conducted; that all orders, votes, and resolutions are executed; that a list of members of the Association is kept current and is available for inspection by any member at reasonable times. The Secretary is a voting member of the Board of Management.
  • Section 6: The Board of Management may vote the expenditure of money, as it may deem necessary or advisable.
  • Section 7: Seven members of the Board of Management shall constitute a quorum for the transaction of business. In the absence of the President and Vice President, the quorum present may choose a chairperson for the meeting. If a quorum is not present, a lesser number may conduct a business meeting and recommend a course of action subject to the approval of the Board of Management obtained by individual polling.
  • Section 8: Should any member of the Board of Management be absent from three consecutive meetings of the Board or without sending a communication to the President or Secretary stating the reason for so doing, and if the excuse should not be accepted by the members of the Board, his/her seat on the Board may be declared vacant and the Board of Management may forthwith proceed to fill the vacancy.
  • Section 9: The Officers and Directors shall receive no salary or compensation for services rendered to the Association.

Article IV

Treasurer

  • Section 1: The Treasurer shall be appointed annually by the Board of Management and receive compensation in an amount to be determined by the Board of Management. The Treasurer is not a voting member of the Board of Management.
  • Section 2: The duties of the Treasurer shall be: to receive, collect, hold, and pay out all monies subject to the order of the Board of Management and to deposit them as designated by the Board of Management in the name of the Association; to keep a correct account of all sums received and expended, and to have the books open at all times to inspection by the Board; to present to the Board at each meeting a statement of receipts and disbursements; to present at the Annual Meeting a general report covering the expenditures of the year; to send notification of dues to all members before the May 1st deadline (see Article VI, section 2).
  • Section 3: At the expiration of his/her appointment, the Treasurer shall deliver over to the successor all books, monies and other property, or in the absence of the newly appointed Treasurer, to the President.

Article V

Meeting of the Association

  • Section 1: The Board of Management shall hold monthly board meetings open to the public. These meetings of the Association shall be held at the time and place designated by the Board of Management.
  • Section 2: The Annual Membership Meeting for the election of Officers and Directors and the transaction of other business shall be held in the evening on a date to be set by the Board of Management, in the period between the second week of May and the end of June, every year. Eligibility to vote at the Annual Meeting shall include the following provisions:
    • 1. You must be a present member in good standing
    • 2. Dues must have been paid in full on or before May 1 of that year.
    • 3. You must be 18 years or older.
    • 4. You must be present at the meeting. No proxies will be accepted.
    • 5. You may be requested to show identification.

    The annual resident membership fee entitles you to one vote.

  • Section 3: Special membership meetings of the Association may be called on one week’s notice by the Board of Management, such notice to specify what business is to be transacted at such special meeting.
  • Section 4: A quorum for the transaction of business at the Annual or at any other duly organized membership meeting shall consist of not less than twelve (12) members, five (5) of whom are not members of the Board of Management.
  • Seven (7) members of the Board of Management shall constitute a quorum for the transaction of business at monthly Board of Management meetings. In the absence of the president and Vice president, the quorum present may choose a chairperson for the meeting. If a quorum is not present, a lesser number may conduct a business meeting and recommend a course of action subject to the approval of the Board of Management obtained by individual polling.

  • Section 5: The order of business for all meetings shall include:
    • Call to order
    • Reading of minutes
    • Report of the Treasurer
    • Correspondence
    • Reports of officers
    • Reports of committees
    • Unfinished business
    • Election of officers (at Annual Meeting only)
    • Installation of officers (at Annual Meeting only)
    • New Business
    • Adjournment

Article VI

Dues

  • Section 1: The annual dues of members shall be the same for each calendar year and for any part of a calendar year where a person becomes a member during the year.
  • Section 2: The annual dues of members shall be payable by all members on or before May 1 of each year and shall be paid to the Treasurer. Any individual member with dues unpaid by May 1 shall automatically cease to be a member, and will be ineligible to vote at the Annual meeting.
  • Section 3: The annual resident membership dues shall be determined by the Board of Management. Any increase in the amount must be approved by a vote at a membership meeting.

Article VII

Notices

  • Section 1: All notices to members shall be mailed to their addresses as given on the books of the Association.

Article VIII

Fiscal Year

  • Section 1: The fiscal year of the Association shall begin on the first day of January, and terminate on the last day of December in each calendar year.

Article IX

Committees

  • Section 1: The Board of Management shall appoint a Nominating Committee of a least three (3) members, whose duty it shall be to nominate candidates to be elected at the next Annual Meeting. They shall notify the Secretary in writing at least twenty days before the date of the Annual Meeting of the names of such candidates. Nominations for Directors and Officers may also be made by a voting member from the floor at the Annual Meeting.
  • Section 2: At the first meeting of the Board of Management after their election or as soon thereafter as practicable, the President shall, subject to the approval of the Board, appoint such standing committees as may be deemed necessary. Each committee shall have as many members as seem advisable.
  • Section 3: Each committee shall have a chairperson appointed by the President. The chairperson must be a member of the Board of Management.
  • Section 4: The President may, at any time, appoint other committees on any subject for which there are no standing committees.
  • Section 5: A majority of any committee of the Association shall constitute a quorum for the transaction of business, unless any committee shall by majority vote of its entire membership decide otherwise.
  • Section 6: All committee vacancies shall be filled by appointment by the President of the Association.

Article X

Miscellaneous Provisions

  • Section 1: The Board of Management shall make distribution of cash or property upon dissolution or final liquidation as permitted by law. To the extent permitted by law, such distribution shall be made in accordance with the following preferences; FIRST, to the Incorporated Village of Brookhaven, if any; SECOND, to another civic association, if any, consisting of a majority of the members of the Association at the time of dissolution; THIRD; to the Post Morrow Foundation, and FOURTH, to the Brookhaven Free Library.
  • Section 2: No persons except members of the Association, persons granted privileges in regard to the use of the facilities, the families of such persons or accompanied guests, shall use the waters, properties, or facilities owned, leased or contracted for or by the Association, for any purpose whatever.
  • Section 3: The Board of Management may establish and enforce any and all additional rules and regulations deemed advisable and necessary.
  • Section 4: Any officer, director or employee who is involved in litigation by reason of his or her position as an officer, director or employee of this Association shall be indemnified and held harmless by the Association to the fullest extent authorized by law as it now exists or may be subsequently amended, but in no case of any such amendment, only to the extent that such amendment permits the Association to provide broader indemnification rights.

Article XI

Amendment

  • Section 1: These by-laws may be amended, repealed, or altered in the following way; the President shall appoint a committee to review these by-laws at least every third year. Any proposed revisions must be approved by the Board of Management, and then approved by a majority of members present at the Annual Meeting.

ADDENDUM A

GRANDFATHER MEMBERS

  • Steve & Claire Goad
    2781 Montauk Highway
  • Joseph Hassan
    32 Old South Country Road
  • Felix Iasevoli
    26 Old South Country Road
  • Mike Lourenso
    65 Old South Country Road
  • Joan & Andrew Maresca
    25 Old South Country Road
  • Charles Meinhold
    41 Old South Country Road
  • Mr. & Mrs. Anthony Spitznagel
    59 Old South Country Road
  • Chris & Joanne Varrichio
    36 Old South Country Road

ADDENDUM B

CONFLICT OF INTEREST

  • Section 1. The Board of Management and its officers have an obligation to conduct business within guidelines that prohibit actual or potential conflicts of interest. An actual or potential conflict of interest occurs when a Director or an Officer is in a position to influence a decision that may result in a personal gain for the Director or Officer or for an immediate family member as a result of the Board of Management’s business dealings. For the purposes of this policy, a Director has an interest in a proposed transaction if he/she has a financial interest in it in a material amount, or has a financial interest in any organization involved in the proposed transaction, or holds a position as Trustee, Director, or principal Officer in any such organization or receives any indirect remuneration or gifts or favors.
  • Section 2. If a Director or Officer has any influence on transactions involving purchases, contracts, or leases from which he/she or an immediate family member may gain financially in a material amount, he/she has a duty to disclose to the President or other Officer of the Board, the existence of any actual or potential conflict of interest.
  • Section 3.
    • a.) If it is decided that a conflict of interest exists, the Board of Management shall determine by a majority vote of the disinterested Directors whether the transaction is in the Association’s best interest and is fair and reasonable to the Association. The Board shall also make its decision as to whether to enter into the transaction or arrangement in any event.
    • b.) If the Board determines that the transaction is not in the Association’s best interest, members of the Board may explore an alternative arrangement which would not give rise to a conflict of interest.
    • c.) If the Board has reasonable cause to believe that a director or officer has failed to disclose actual or possible conflicts of interest, it shall inform the person of the basis for its belief and allow the person the opportunity to explain the alleged failure to disclose.
    • d.) Failure to disclose a conflict of interest may result in removal from the Board by a vote of the majority.

A CIVIC GROUP SERVING BROOKHAVEN HAMLET SINCE 1906