By-Laws of the Brookhaven Village Association, Inc.

Amended 1978, 1982, 1986, 1989, 1994, 1999

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 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 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 and receiving a membership card. A resident member shall have one vote. A family membership entitles a resident family to two votes.
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: The Board of Management shall be elected as follows: Apart from the first year, when 3 Directors shall be elected for a term of one year, 3 for a term of two years, and 3 for a term of three years, each Director shall be elected for a term of three years. At each Annual Meeting, the general membership shall elect; a number of Directors equal to that of those whose terms have expired. 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.

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 1^st 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.

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 any 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.

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 person with dues unpaid by May 1 shall automatically cease to be a member.

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 from a 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.

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

Brad Desantis

18 Old South Country Road

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

Frank Corwin/Dorothy Redman

28 Old South Country Road

Mr. & Mrs. Anthony Spitznagel

59 Old South Country Road

Chris & Joanne Varrichio

36 Old South Country Road