Constitution and By-Laws

Constitution

Article I. -Name

Incorporated on March 14, 1958 as the Barnes Landing Association, Incorporated, and hereinafter referred to as the Association.

Article II. -Membership Qualifications

Section I. – All persons who have attained the age of 21 years, who own real property or reside within that portion of The Springs, Town of East Hampton, Suffolk County, State of New York, known as the Barnes Landing subdivision, including that territory as shown on maps of Sections 1, 2, 3, 4, 5 and 6 of Barnes Landing; and Spy Glass Hill, situated in The Springs, Town of East Hampton, Suffolk County, New York, as filed by Helen Codling Halsted, are eligible for membership in the Association and may become members in good standing upon payment of the annual dues.

Section II. – Each member who shall have paid the annual dues is a member in good standing from the date of such payment until the end of the calendar year. Voting is restricted to one vote for each member in good standing.

Article III. -Officers

The Officers shall be elected from the membership of the Association in good standing and shall consist of a President, a Vice-President, a Secretary and a Treasurer. Their terms of office shall be for two years commencing in an even numbered calendar year. The Officers shall be ex-officio members of the Board of Directors with voting powers.

Article IV. -Board of Directors

Section I. – In addition to the ex-officio members, there shall be elected from the membership of the Association in good standing not less than five (5) nor more than eleven (11) Directors.

Section II. – The terms of office of the Directors shall be for four years. Half of the Directors shall be elected every two years.

Section III. – The Directors, together with the officers of the Association, shall formulate plans and supervise the business of the Association.

Section IV. – There shall be at least three regular meetings of the Board of Directors, customarily held prior to the regular meetings of the Association.

Section V. – Special meetings of the Board of Directors may be called by the President, and must be called by him/her when a meeting is requested, in writing, by three Directors.

Article V. – Meetings of the Association

Section I. – The election of Officers and the Board of Directors shall be held at the annual meeting of the Association.

Section II. – There shall be three regular meetings held at such times and places in Barnes Landing, between May 15 and September 15 in each calendar year, as shall be determined by the Board of Directors. The final such meeting shall be the annual meeting.

Section III. – Special meetings may be called by the President and must be called by him/her when a meeting is requested, in writing, by ten members of the Association in good standing.

Article VI. Amendments to the Constitution

Any proposed amendment to this Constitution shall be submitted in writing, signed by ten members of the Association in good standing, at a regular meeting of the Board of Directors. The proposed amendment shall be read by the Secretary at the meeting at which it is submitted, and then shall be published in the next Newsletter of the Association.  The proposed amendment shall be voted upon at the regular meeting following publication of the Newsletter of the Association, provided the meeting shall not be held less than twenty calendar days after such publication, and if approved by a vote of two-thirds of the members in good standing present at the meeting shall become a part of the Constitution.

BY-LAWS

Article I. Dues and Other Income

Section I. – The annual dues of the Association shall be established for each calendar year by the Board of Directors, and shall be due and payable prior to Memorial Day in each calendar year.

Section II. – The fiscal year of the Association shall be the calendar year.

Section III. – Any person ceasing to be a member of the Association in good standing relinquishes and forfeits all interest in or claim to the property of the Association but will not relinquish or forfeit his/her right to the use of the recreational parcels as set forth in the recorded declarations covering the maps filled with the Registrar of Suffolk County which relate to the property of the Association.

Article II. – Elections

Section I. – The Officers and Directors shall be elected at the times specified in the Constitution. If any vacancy occurs among the Officers or Directors for any reason, a successor shall be elected at the first regular meeting of the Association held after the vacancy has occurred to fill the remaining term.

Section II. – All voting must be done in person, and there shall be no proxies, except as provided in Article IV.

Article III. Duties of Officers

Section I. – Duties of the President.
The President shall:
(a) Be the chief executive of the Association and shall preside at all meetings of the Association and of the Board of Directors; in the absence of the President. the Vice-President shall preside and in the absence of the Vice-President, the Secretary or Treasurer shall preside.
(b) Be a member, ex-officio, of any committees appointed by the Board of Directors.
(c) Annually appoint an audit committee of the Board of Directors to audit the accounts of the Association in the custody of the Treasurer.

Section II. -Duties of the Vice-President.
The Vice-President shall perform all the duties incumbent upon the office of the President in the event the President is unable to perform his or her duties.

Section III. -Duties of the Secretary.
The Secretary shall:
(a) Keep minutes of the meetings of the Association and the Board of Directors
(b) Keep the Constitution and By-Laws of the Association and any amendments thereto.
(c) Attend to all official correspondence, communications, Newsletters, and posting notices, including notifying the membership as to the time and place of scheduled meetings. Electronic communications (e-mail) to e-mail addresses provided by members shall be considered the same as written communications by post.

Section IV. -Duties of the Treasurer.
The Treasurer shall:
(a) Receive and collect all monies that are due and payable to the Association.
(b) Pay such bills as are approved by the President or Vice-President and which are included in the annual budget or any supplemental appropriation approved by the Board of Directors at a regular or special meeting.
(c) Establish such petty cash funds as are approved by the Board of Directors.
(d) Keep an account of the dues paid by each member and report on such payments to the Board of Directors.
(e) Report all receipts and disbursements at each regular meeting of the Board of Directors and at the annual meeting of the Association.

Article IV. – Obligations of the Board of Directors

Section I. – All expenditures and appropriations of money approved by the Association in the annual budget or a supplemental appropriation shall be periodically reviewed by an audit committee of the Board of Directors.

Section II. – There shall be no acquisition or disposal of real property without an affirmative vote of two-thirds of the total Membership in good standing, in person or by proxy.

Section III. – The Association shall not, either in its legislative capacity or through its Officers or Directors. create or incur any debt or liability which is not compatible with the needs or purposes of the Association.

Article V. -Publications and Notices

There shall be an official bulletin published by the Association known as The Barnes Landing Association Newsletter.  All notices of meetings or proposed amendments to the Constitution or By-Laws of the Association appearing in The Barnes Landing Association Newsletter shall be considered as official notification. An electronic edition of the Newsletter shall be considered the same as the printed edition.

Article VI. Indemnification

The Association shall, to the fullest extent now or hereafter permitted by law, indemnify any person made or threatened to be made, a party to any action, suit or proceeding by reason of the fact that he/she (or a person of whom he/she is the legal or personal representative or heir or legatee) is or was a Director, Officer, employee or other agent of the Association, or of any other organization served by him/her in any capacity at the request of the Association, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees, except in relation to matters as to which he/she shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of his/her duties as a Director, Officer, employee or other agent of the Association.

Article VII. – Quorums

Section I. -At all regular or special meetings of the Association, fifteen (15) members in good standing shall constitute a quorum.

Section II. -At all regular or special meetings of the Board of Directors, five (5) members shall constitute a quorum.

Article VIII. – Amendments to By-Laws
Any proposed amendment to these By-Laws shall be submitted in writing, signed by ten members of the Association in good standing, at a regular meeting of the Board of Directors. The proposed amendment shall be read by the Secretary at the meeting at which it is submitted and published in the next Newsletter of the Association. The proposed amendment shall be voted upon at the regular meeting following publication of the Newsletter of the Association, provided the meeting shall not be held less than twenty calendar days after such publication, and if approved by a vote of two-thirds of the members in good standing present at the meeting shall become a part of the By-Laws.