BY-LAWS of the SALTAIRE CITIZENS ASSOCIATION
Revised September 12, 2021
ARTICLE I - Name and Purpose
- This corporation shall be known as the SALTAIRE CITIZENS ASSOCIATION (SCA), Inc. (The Corporation).
- The mission of the Saltaire Citizens Association (SCA) is to enrich the life and to improve 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 II - OfficesThe 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 elsewhere within this State as the Board of Directors or the business of the Corporation requires.
ARTICLE III - Membership, Dues, Voting
- Any adult resident of Saltaire, shall be eligible for Membership in the Corporation. For purposes of these By-Laws, the term adult shall include anyone 21 years of age or over, and the term resident shall include any person who: 1. within the relevant Membership year shall own property listed on the assessment roll of the Village of Saltaire or 2. shall have leased a house in Saltaire for use as a residence solely for himself/herself and members of his/her family. Multiple memberships per residence are allowed. Membership in the Corporation shall not be permanent and continuous but shall be for a period of one (1) year commencing annually at 12:01 a.m. EDT on July 1 and terminating at 12:00 midnight EDT on the following June 30.
- The Annual dues amount for Membership shall be determined by the Board of Directors, payable in advance of the commencement of the annual term of Membership on July 1 (dues must be paid in full or such Membership application shall be deemed a donation). A resident may join the Corporation at any point during the one-year period of Membership but in such case the dues shall be paid in the full annual amount and shall not be pro-rated based on the date of the resident‘s application for Membership. Membership dues shall not be refundable.
- A single Membership relating to a Saltaire residence may include adults who are immediate family members and listed on the annual Membership application. A voting membership shall be held in the name of the primary and secondary person identified on the annual Membership application. Only one (1) vote shall be permitted per Membership, which shall be cast by the identified primary or secondary member.
- Voting on all questions before the Membership and the Board of Directors shall be oral unless, following a motion made, seconded, and passed by a simple majority vote, a secret ballot is requested by a Member. In cases where a secret ballot is held, the votes cast shall be jointly counted by the Secretary for such a ballot. 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 simple majority vote of those Members present who are eligible to vote.
- Any Member may be suspended for a period of time to be determined by the Board of Directors by simple majority vote not to exceed the Membership term during which such suspension is imposed. Members can be expelled and permanently barred from Membership for cause, including but not limited to violation of any By-Law, nonpayment of Membership dues in full, conviction for a felony, or for conduct deemed prejudicial to the best interests of the Corporation or community. Such suspension or expulsion shall be determined by a simple majority vote of the Board of Directors present at the time such is called, providing that a statement of charges shall have been mailed, return receipt requested, 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. The Member may appear and present a defense.
ARTICLE IV – Annual Meeting, and Special Meetings of the Membership and Order of Business
- There shall be an Annual Meeting of the Members of the Corporation before the end of the season each year, at which the election of Members of the Board of Directors, annual reports of officers, directors and committees, and transaction of other business shall occur. 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 sent via email to current Members no less than seven (7) days before and not more than thirty (30) days before the time appointed for such meeting.
- Special meetings of the Members may be called by (a) the Chair of the Board of Directors; (b) any four (4) Members of the Board; or (c) by any ten (10) Members of the Corporation. Notice, including the purpose of the Special Meeting, shall be given to the Secretary and/or Chair, who shall be responsible for notifying the Membership of the meeting. Notice for any Special Meeting shall be given as provided for the notice of the Annual Meeting. No business other than that specified in the notice shall be transacted.
- The presence in person or via a digital platform of twenty-five (25) primary or secondary Members of the Corporation shall be necessary to constitute a quorum for the transaction of any business at any meeting of the Membership. In the event a quorum is not present, such meeting may proceed for informational purposes only, but no vote or business may be transacted. An Annual Meeting at which a quorum is not present shall be adjourned to some future date, the Secretary shall post notice of such adjournment on the SCA Bulletin Boards within the Village of Saltaire and on the SCA website at least three (3) days before said adjourned date. The Board of Directors shall hold over in office until such meeting can be held. A Special Meeting at which a quorum is not present may be (a) adjourned to a later date in accordance with and subject to the same procedures for adjourning an Annual Meeting, or (b) not rescheduled provided the Members at whose behest such Special Meeting had been called decide, at their sole option, to withdraw their call for such meeting. Withdrawal shall not prejudice such Members‘ right to call for such Special Meeting at a later date.
- The order of business at all meetings of the Corporation, and of the Board of Directors, shall be as follows:
- Quorum count
- Approval of the minutes
- Reports of officers and directors
- Unfinished business
- New business
- Election of officers (at annual meeting)
- The order of business may be altered or suspended by a majority vote of the Members present at a meeting. Except as may otherwise be provided, all meetings shall be conducted according to Robert‘s Rules of Order.
ARTICLE V - Board of Directors
- The property, affairs, business, and government of the Corporation shall be vested in the Board of Directors consisting of up to 13 members. The Members of the Board of Directors shall, at the conclusion of the meeting at which they are elected, immediately enter upon the performance of their duties. In the event of a midterm Board resignation the Board may appoint a replacement and the replacement will complete the term of the incumbent.
- Board of Directors must be SCA Members each year they hold the position.
- Board of Director responsibilities include representing and communicating the Mission and goals of the Corporation in an affirmative positive manner; maintaining accurate and timely records as needed; voting on issues that represent community interests not individual concerns with attention to fiduciary and ethical responsibilities; if authorized employing agents to execute measures to promote the objectives of the Corporation; and best protecting the interests and welfare of SCA Members.
- One meeting of the Board of Directors shall be held each month during the months of May, June, July, August and September either in person or via a digital platform. The specific date, time and place shall be fixed by the Chair and the Secretary. Any majority of Directors may 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 or via a digital platform.
- A simple majority of the Board of Directors, including at least two (2) officers, shall constitute a quorum for the transaction of business. In the absence of the Chair and Vice Chair, the Directors present shall choose a Chair of the meeting.
- The Board of Directors shall designate no fewer than two (2) Directors, in addition to the Treasurer and the Chair, as signatories on all bank accounts and other financial instruments of the Corporation.
- Any Director may be suspended from office for a period of time, or expelled from the Board of Directors, for cause such as a violation of any By-Law, non-payment of Membership dues in full prior to July 1 in any year, or for conduct deemed prejudicial to the best interests of the Corporation or community. Such suspension or expulsion shall be determined by a simple majority vote of the Board of Directors present at the time such action is called, provided that a statement of charges shall have been made available 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. Suspension or expulsion of a Director from his/her office shall not be deemed a suspension or expulsion of said Director from Membership in the Corporation, as provided by Article III, Section 8 hereinabove. However, suspension or expulsion of a Director as a Member under said Section shall automatically terminate such Director‘s Membership on the Board of Directors. If suspended, such Director shall not resume office upon the completion of period of suspension. A vacancy on the Board of Directors caused by the suspension or expulsion of a Director shall be filled in accordance with the procedures set forth by these ByLaws.
ARTICLE VI – Election of Directors; vacancies
- At each Annual Meeting, a number of Directors equal to the number whose terms are expiring shall be elected for a three-year term by simple majority vote of Members present. Directors‘ terms, when possible, shall be staggered so that three terms complete each year. Members of the Board of Directors shall be eligible for election to no more than two (2) consecutive three-year terms. A third three (3) year term may be allowed with a simple majority of the Board of Directors. No current Mayor or Trustee of the Village of Saltaire shall be eligible to serve on the Board of Directors.
- If a Director resigns mid-term, they will be replaced by a simple majority vote of the Board of Directors to fulfill the term of the individual‘s resignation.
- The Board of Directors shall appoint a Nominating Committee of a maximum of three (3) members, who will prepare and submit to the Board a slate of candidates for election to the Board of Directors. No member of the Board of Directors and no person currently 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 in addition to current Board needs the following criteria:
- Experience in matters of importance to the Corporation.
- Prior participation in local activities, government or not for profit organizations.
- Geographic representation within Saltaire.
- Any Member wishing to be considered for the position of Director needs to notify the Secretary (7) days prior to the election.
- The Secretary shall notify the Membership of all candidates for office (7) days prior to the election.
- Election of Directors. The Secretary shall conduct the election of Directors at the Annual Meeting. If the Secretary is up for election, then another Officer, not up for election, shall serve in his or her place. Nominations from the floor shall not be permitted. If contested the vote shall be taken via a secret written ballot, containing the names of all candidates prepared by the Secretary in advance and distributed to those Members present and voting. The Secretary shall count the completed ballots in private and shall report the results to the meeting. The candidates with the highest vote totals based on the number of Board vacancies will be deemed elected. In case of a tie a run-off vote will be held by secret written ballot. In the case of a second tie, the Secretary shall determine the winner by means of a coin toss conducted in public.
- At a special meeting held immediately after the Annual Meeting, the newly elected Members of the Board, together with the continuing Members of the Board, shall elect from their number a Chair, a Vice-Chair, a Secretary and a Treasurer. Nominations for each office shall be made orally and be noted by the Secretary, who shall then read the nominations for each office separately and in turn, ask for a second, and conduct the vote. If contested, a vote shall be taken by secret written ballot if there is more than one candidate. In case of a tie, the same procedure for breaking a tie as is used in the election of Directors shall be followed. The term of all officers shall be one (1) year, commencing at the end of each Annual Meeting and terminating at the end of the next Annual Meeting. Officers shall not serve more than three (3) one-year terms in any one office.
ARTICLE VII – Officers.
- The officers of the Corporation shall be a Chair, Vice-Chair, Secretary and Treasurer, who shall be elected by the Board of Directors as hereinabove provided.
- The duties and power of said officers shall be as follows:
Shall preside at all meetings of the Members and of the Board of Directors. The Chair shall have general supervision of the affairs of the Corporation, maintain the administrative files and provide leadership in a collaborative and inclusive manner 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.
Shall have such powers and duties as may be assigned by the Chair or 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.
Shall schedule and give notice of and attend all meetings of the Corporation; be responsible for taking 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.
Shall keep an account of all monies received and expended for the use of the Corporation; shall make disbursements only after approval by the Board of Directors, except that expenditures of less than five hundred dollars ($500) may be made prior to such 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 the signature of the Treasurer or of any duly authorized 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.
- The Officers and Directors of the Corporation shall serve without compensation, except that reasonable compensation may be paid to any individual, including professional providers such as accountants or attorneys, who perform or assist in the functions of the Chair, Secretary or Treasurer as directed by the Board, and who is not a Member of the Board of Directors, though such person may or may not be a Member of the Corporation. Directors and Members may be reimbursed for expenses incurred on behalf of the Corporation, upon presentation to the Treasurer of receipts for any such expenses.
- 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 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 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; to which end the Corporation shall at all times maintain Directors and Officers Liability Insurance in such amounts as the Board of Directors shall annually determine to be sufficient to cover all reasonable costs and liabilities.
ARTICLE VIII – AmendmentsThe by-laws of the Corporation may be amended or modified, in whole or in part, by the vote of majority of the Members present at the meeting at which such action is called, provided that the proposed amendments are (a) first submitted to the Board of Directors for review and comment not less than ten (10) days prior to the meeting at which such amendments are to be voted on, and to the Members by being posted on the SCA Bulletin Boards within the Village of Saltaire and by posting on the SCA website, at least five (5) days prior to the meeting when such an amendment is to be presented.
ARTICLE IX – ConstructionIf there is any conflict between the provisions of the Certificate of Incorporation and these ByLaws, then the provisions of the Certificate of Incorporation shall govern.
Unanimously approved at SCA Annual Meeting September 12, 2021