BY-LAWS of the SALTAIRE CITIZENS ASSOCIATION

ARTICLE I - Offices

The principal office of the Corporation shall be in the Village of Saltaire, County of Suffolk, State of New York. The corporation may also have offices at such other places within this State as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II - Name and Purpose

  1. This corporation shall be known as the SALTAIRE CITIZENS ASSOCIATION (SCA), Inc. (“The Corporation”).
  2. The mission of the Saltaire Citizens Association (SCA) is to enrich the life and to improve the welfare of the Saltaire community by sponsoring cultural, recreational and educational activities for residents of all ages; funding endeavors that benefit the community; and fostering resident awareness of and participation in civic affairs.

ARTICLE III - Membership, Dues, Voting

  1. Any resident of Saltaire, including individuals, associations, partnerships or corporations, shall be eligible for membership in the Corporation upon the payment of annual dues as hereinafter provided. For the purpose of this paragraph, the term “resident” shall include each person who, within the relevant membership year of the Corporation, shall own real property assessed upon the assessment roll of Saltaire, or shall have leased a house in Saltaire for use as a residence solely for himself/herself and members of his/her family.
  2. Membership in the Corporation shall not be permanent and continuous, but shall be for a period of one (1) year commencing annually on July 1 and terminating the following June 30.
  3. Annual dues for membership shall be in a sum as may be determined by the Board of Directors, payable in advance. Membership dues shall not be refundable.
  4. A membership relating to any family shall include all adult members thereof, and it shall be held in the name of the person designated by the family. Only one vote shall be permitted per membership, which shall be cast by such designee or by such other person within the family authorized by the designee.
  5. Each member of the Corporation shall be entitled to cast one vote on any question that may come before the membership regardless of the extent of the property owned or leased by such member. Each corporation, partnership or association member shall be entitled to one vote regardless of the number of stockholders, partners or associates.
  6. Voting on all questions before the membership and the Board of Directors shall be via voce unless, by a majority vote, a secret ballot is required. No proxy vote shall be counted on any question.
  7. Except as herein specifically provided to the contrary, all questions before the membership, or the Board of Directors, or any committee of the Corporation, shall be decided by a majority vote of those present and entitled to vote at the meeting at which such question will be called.
  8. Any member may be suspended for a period of time, or expelled, from membership for cause, such as a violation of any By-Law or for conduct prejudicial to the best interests of the Corporation. Such suspension or expulsion shall be determined by a two thirds (2/3) vote of the Board of Directors present at the time such question will be called, provided that a statement of charges shall have been emailed to such member at least ten (10) days prior to such vote, together with a notice of the time and place where the Board of Directors will take action, at which time the member may appear and present a defense.

ARTICLE IV – Annual Meeting, and Special Meetings of the Membership and Order of Business

  1. There shall be an annual meeting of the members of the Corporation on the last or next-to-last weekend of June of each year, for the election of members of the Board of Directors, and for receiving annual reports of officers, directors and committees, and for the transaction of other business. Notice of place, date, time and purpose of such meeting, signed by the Secretary, shall be posted on the SCA Bulletin Boards within the Village of Saltaire, placed on the SCA website, and via email to the membership list no less than (10) days before and not more than thirty (30) days before the time appointed for such meeting.
  2. Special meetings of the members may be called by the Board of Directors. In addition, upon the written request of more than twenty (20) members, the Board of Directors shall call a Special Meeting to consider a specific subject. Notice for any Special Meeting shall be given as provided for the notice of the Annual Meeting. No business other than that specified in such notice of meeting shall be transacted at any Special Meeting of the membership.
  3. The presence in person of twenty-five (25) members of the Corporation shall be necessary to constitute a quorum for the transaction of any business at a meeting of the membership, but a lesser number may adjourn a meeting to some future time, in which event the Secretary shall thereupon post notice of such adjournment upon the SCAA Bulletin Boards within the Village of Saltaire and placed on the SCAA website at least three (3) days before said adjourned date.
  4. The order of business at all meetings of the Corporation, and of the Board of Directors, shall be as follows:
    1. Quorum count
    2. Reading of the minutes

    3. Reports of officers and directors
    4. Unfinished business

    5. New business
    The order of business may be altered or suspended by a majority vote of the members present at such meeting. Except as otherwise provided herein, procedure at all meetings shall be conducted according to Robert’s Rules of Order.

ARTICLE V - Board of Directors

  1. The property, affairs, business and government of the Corporation shall be vested in the Board of Directors consisting of thirteen (13) directors. The members of the Board of Directors shall, upon their election, immediately enter upon the performance of their duties and shall continue to serve until their successors take office.
  2. At each annual meeting a number of directors equal to the number whose terms are expiring shall be elected from the membership for a term of three (3) years. Directors’ terms shall be staggered. Members of the Board of Directors shall be eligible for election to no more than two (2) consecutive three-year terms. Any person serving an unexpired term of two (2) years or more shall be eligible for election to only one (1) full term. A former director shall be eligible for election to the Board of Directors after three years following the expiration of his/her term. No person holding current office as Mayor or Trustee of Saltaire shall be eligible to serve on the Board of Directors.
  3. Each year, at a meeting of the Board of Directors held not later than June 1 st , the Board of Directors shall appoint a Nominating Committee of a minimum of three (3) members, who will prepare and submit to the Board a slate of candidates for election to the Board of Directors. The submission of candidates to the Board from the Nominating Committee shall be done no less than ten (10) calendar days before the Annual Meeting. No member of the Board of Directors and no person holding office of Mayor or Trustee of Saltaire shall serve on the Nominating Committee. In preparing a slate of candidates, the Nominating Committee shall consider, amongst other things, the following criteria:
    1. Experience in matters of need and importance to the Corporation.
    2. Prior participation in local activities, government or not for profit organizations.
    3. Geographic representation within Saltaire.
    Independent nominations for a member of the Board may be made if endorsed by at least five (5) members and forwarded to the Secretary at least seven (7) calendar days prior to the Annual Meeting.
  4. Election of Directors: The vote shall be taken via a paper ballot, which shall be distributed by the Secretary to those members who are present.
  5. Upon election, the newly elected members of the Board of Directors and the current members of the Board of Directors, at a special meeting to be held immediately following the Annual Meeting, shall elect from their number a Chair, a Vice-Chair, a Secretary and a Treasurer. Nominations for each office shall be made by paper ballot. The Chair shall read the nominations, ask for a second, and a vote shall be taken by paper ballot if there is more than one nominee. Any director shall be eligible to serve in two (2) offices simultaneously, except that one person shall not serve as Chair and Vice-Chair. Each such officer shall serve for a term of one year unless he/she resigns, is removed for cause, or is incapacitated.
  6. The Board of Directors shall have the power to hold meetings at such time and place as it deems proper; to suspend and/or expel members pursuant to Article III, section 8, to appoint committees on particular subjects; to audit bills; to make monetary donations/contributions upon concurrence of two-thirds (2/3) of Board members with such decisions recorded by the Secretary and reported at the next Membership meeting; to print and circulate documents and publish articles; to carry on correspondence; to employ agents and to execute such other measures as it deems proper and expedient to promote the objectives of the Corporation and to best protect the interests and welfare of its members.
  7. At least one (1) meeting of the Board of Directors shall be held during the months of May, June, July, August and September in each year the specific date, time and place to be fixed by the Chair and the Secretary. Notice of each meeting, signed by the Chairman or the Secretary shall be posted on the SCAA Bulletin Boards in the Village of Saltaire and placed on the SCAA website at least seven (7) days before the date fixed for such meeting. The Chair may, when he/she deems necessary, or the Secretary shall at written request of three (3) members of the Board of Directors, issue a call for a special meeting of the Board of Directors. All meetings during the months of May, June, July, August and September shall be held in Saltaire, and meetings during other months shall be held in Saltaire or at such other place within the State of New York as the Board shall designate.
  8. Seven (7) members of the Board of Directors including two officers shall constitute a quorum for the transaction of business. In the absence of the Chair and Vice Chair, the quorum present shall choose a Chair of the meeting.
  9. Whenever any vacancy on the Board of Directors shall occur, a successor shall be designated by a majority vote of the remaining members of the Board of Directors at a regular or special meeting to fill the unexpired term of the predecessor.
  10. The number of Directors may be increased or decreased solely by vote of the membership at the Annual or a special meeting. Such increase or decrease shall take effect at the next Annual Meeting following. No decrease in the number of Directors shall shorten the term of any incumbent Director.
  11. Any Director may be suspended for a period of time or expelled from the Board of Directors for cause, such as a violation of any By-Law or for conduct prejudicial to the best interests of the Corporation. Such suspension or expulsion shall be determined by a two thirds (2/3) vote of the Board of Directors present at the time such question will be called, provided that a statement of charges shall have been emailed to such Director at least ten (10) days prior to such vote, together with a notice of the time and place where the Board of Directors will take action, at which time the member may appear and present a defense.

ARTICLE VI - Officers

  1. The officers of the Corporation shall be a Chair, Vice-Chair, Secretary and Treasurer, who shall be elected by the Board of directors as herein above provided.
  2. The duties and power of said officers shall be as follows:
    • Chair
      SHALL preside at all meetings of the members and the Board of Directors and is a member ex-officio, with right to vote, on all committees except the Nominating Committee. Shall have general supervision of the affairs of the Corporation, maintain the administrative files and provide leadership and direction in order to promote the goals and mission of the Corporation. The Chair shall keep the Board of Directors fully informed of all the activities of the Corporation.
    • Vice-Chair
      SHALL have such powers and duties as may be assigned by the Board of Directors. The Vice-Chair shall work closely with the Chair and, in the absence of the Chair the Vice- Chair shall perform the duties of the Chair.
    • Secretary
      SHALL schedule and give notice of, and attend all meetings of the Corporation, be responsible for taking the quorum counts; keep a record of the proceedings and distribute such minutes to the Board; conduct written correspondence as directed by the Chair and the Corporation and devote his/her efforts to forwarding the business, and advancing the interests, of the Corporation. The Secretary shall be the keeper of the Seal of the Corporation.
    • Treasurer
      SHALL keep an account of all monies received and expended for the use of the Corporation and make disbursements only after approval thereof by the Board of Directors, except that expenditures of less than two hundred and fifty dollars ($250) may be made prior to approval but must be reported to the Board of Directors at the next meeting; deposit all funds of the Corporation into such bank(s) as the Board of Directors shall direct and make a report thereon at the Annual Meeting. Funds may be withdrawn upon signature of the Treasurer or any two (2) officers of the Corporation, and no bond shall be required unless required by the Board of Directors. The treasurer shall account for all monies based on a calendar year; and shall ensure that all required filings are made with Federal, state and local governments in order that the SCA may retain its not-for- profit status.
  3. The officers and directors of the Corporation shall serve without compensation, except that reasonable compensation may be paid to any individual who performs functions of the secretary or treasurer as directed by the Board and who is not a member of the Board of Directors.
  4. If a director or officer of the Corporation is made a party to any civil or criminal action or proceeding in any matter arising from the competent performance by such director or officer of his/her duties for or on behalf of the Corporation, then, to the full extent permitted by law, the Corporation, upon affirmative vote of the Board of Directors, a quorum being present at the time of the vote, who are not parties to the action or proceeding, shall:
    1. Advance to such director or officer all sums found by the Board of Directors, so voting, to be necessary and appropriate to enable the director or officer to conduct his/her defense, or appeal, in the action or proceeding; and
    2. Indemnify such director or officer for all sums paid by him/her in the way of judgment(s), fine(s), amount(s) paid in settlement, and reasonable expenses, including attorneys’ fees actually and necessarily incurred, in connection with the action and proceeding, or appeal therein, subject to the proper application of credit for any sums advanced to the director or officer pursuant to Par. (a) above.

ARTICLE VII - Seal of the Corporation

The seal of the Corporation shall be as indicated in the following impression:

ARTICLE VIII – Amendments

The by-laws of the Corporation may be amended or modified, in whole or in part, by the vote of two thirds (2/3) of the members present at the meeting at which such question is called, provided that the proposed amendments are first submitted to the Board of Directors and to the members by posting on the SCA Bulletin Boards within the Village of Saltaire and by posting on the SCA website, at least ten (10) calendar days prior to the meeting at which such amendment is to be presented.

ARTICLE IX – Construction

If there is any conflict between the provisions of the Certificate of Incorporation and these by-laws, then the provisions of the Certificate of Incorporation shall govern.