By-Laws of the Brookhaven Village
Association, Inc.
Amended 1978, 1982, 1986, 1989, 1994, 1999, 2008
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:
- 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
- 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.
- 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
Immediate Past President
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: Upon the conclusion of his/her term of office, a President
who is not reelected, elected to another position as an Officer or elected to a
term of office on the Board of Management, shall hold the office of Immediate
Past President. Such office shall exist until the election of the
next President and shall include full voting rights.
Section 7: The Board of Management may vote the expenditure of money,
as it may deem necessary or advisable.
Section 8: 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 9: 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 10: 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.
Voting family members
must currently reside at the family resident address.
6.
You may be requested
to show identification.
A resident member shall have one
vote. A family membership entitles a resident family to two votes. Two family
members must be present to get two votes.
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 or family 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 and family 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.
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.