SALTAIRE CITIZENS ADVISORY ASSOCIATION, INC. (SCAA, INC.)
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 SCAA, Inc. (“The Corporation”)
2. The purposes for which the Corporation has been organized are as follows: to assist property owners within the Incorporated Village of Saltaire, New York; to preserve the character of Saltaire; to maintain and foster an active interest in its government affairs; to solicit suggestions for its administration and to advise its elected officials; to advance the proper development of the affairs, progress and problems in and of Saltaire.
ARTICLE III - Membership, Dues, Voting
1. Any resident of Saltaire, including individuals, association, partnerships or corporation, shall be eligible for membership in the Corporation, and shall become a member upon approval of his/her/its application by the Board of Directors and 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 hall have leased a house in Saltaire for use as a residence solely for himself/herself and members of his/her family for a period of more than one month, or who shall be a member of such a 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 which 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 viva 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 mailed 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 - Meetings, 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 SCAA Bulletin Boards within he Village of Saltaire, at least ten (10) days 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. 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 at least three (3) days before said adjourned date.
4. Two Inspectors of Election shall be selected by the Chairman of the Board of Directors at the Annual Meeting, and, as may be required, at any subsequent regular or special meetings of the membership. It shall be their function to act as Inspectors at such meetings for which they have been selected.
5. The order of business at all meetings of the Corporation, and of the Board of Directors, shall be as follows:
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 Roberts 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 twelve (12) 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 the 1992 Annual Meeting, there shall be an election of twelve (12) directors, four (4) for a term of three (3) years, four (4) for a term of two (2) years, and four (4) for a term of one (1) year. At each annual meeting thereafter, a number of directors equal to the number whose terms are expiring shall be elected for a term of three (3) years. 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 no less then three (3) years following the expiration of his/her term. No person holding office as Mayor or Trustee of Saltaire shall be eligible to serve on the Board of Directors. At no time shall the Board of Directors include more than four (4) past Mayors and/or Trustees of Saltaire.
3. Each year at a meeting of the Board of Directors, held not later than thirty (3) days prior to the Annual Meeting, the Board of Directors shall appoint a Nominating Committee of five (5) members, who will prepare and submit to the Board of Directors a slate of candidates for election to the Board of Directors. 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 the following criteria, giving priority in the order which they are stated:
Independent nominations for the office of Director may be made if endorsed by at least ten (10) members and forwarded to the Secretary at least five (5) days prior to the Annual Meeting.
4. Upon election, the members of the Board of Directors shall meet immediately following the Annual Meeting and select from their number a Chairman, a Vice-Chairman, a Secretary and a Treasurer. Any director shall be eligible to serve in two (2) offices simultaneously, except that one person shall not serve as Chairman and Vice-Chairman concurrently. Each such officer shall serve for a period of one year or until his or her successor is elected and takes office
5. The Board of Directors shall have the power to hold meetings at such time and place as it deems proper; to suspend an expel members pursuant to Article III, par.9; to appoint committees on particular subjects; to audit bills and disburse funds of the corporation; to print and circulate documents and publish articles; to carry on correspondence; to employ agents and to execute such other measures as they deem proper and expedient to promote the objectives of the Corporation and to best protect the interests and welfare of its members.
6. A regular meeting of the Board of Directors shall be held immediately following the Annual Meeting of the members. At least one (1) regular meeting of the Board of Directors shall be held during the months of July, August and/or September in each year, the specific date, time and place to be fixed by the Chairman 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 on the SCAA website, at least seven (7) days before the date fixed for such meeting; but the Chairman 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 June, July, August and September shall be held in Saltaire, and meetings during other months in Saltaire or at such other place within the State of New York as the Board shall designate.
7. Six (6) members of the Board of Directors shall constitute a quorum for the transaction of business. In the absence of the Chairman and Vice-Chairman, the quorum present shall choose a Chairman of the meeting.
8. 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.
9. 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.
ARTICLE VI - Officers
1. The officers of the Corporation shall be a Chairman, Vice-Chairman, 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:
3. The officers and directors of the Corporation shall serve without compensation, except that reasonable compensation may be paid to any Secretary or Treasurer 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 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:
(b) 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 indicted 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 amendment is first submitted in writing to the Board of Directors, and to the members by mail, or by posting upon the SCAA Bulletin Boards within the Village of Saltaire, at least ten (10) 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.
(Last amended 6/29/03)