Mill Brook Civic Association

By-Laws

Article I - Name

The name of this organization shall be Mill Brook Civic Association, Inc.

Article II - Purpose

The purpose of this association shall be to devise strategies and to a take action that promote the general welfare of the community and its residents. To provide a forum for its members to respond to issues of common concern and to promote involvement in the neighborhood activities, this Association and its activities shall be strictly non-partisan, non-sectarian and non-political.

Article III - Office

The principal office the Association shall be located in the Town of Hempstead, County of Nassau, State of New York or any place within the State of New York as approved by the Board of Directors.

Article IV - Membership

Section 1. All persons eighteen (18) years of age and older living in the Mill Brook community are eligible for membership and shall become a member of this Association upon payment of dues. Any past office of MBCA no longer living in Mill Brook, can remain a member of the association for a maximum period of two years for transition purposes.

Section 2. Dues shall be twenty ($20) per household, per year payable on or before March 1 of each year. Dues will be reviewed annually and if necessary adjusted by the Board of Directors by a two-thirds vote.

Article V - Officers

Section 1. The officers of the association shall be the President, Executive Vice President, one or more Vice Presidents, Secretary, and Treasurer and other officers as the board may determine. Any two or more offices may be held by elected or appointed by the board at the first annual regular meeting of the board following the annual membership meeting. All officers shall hold office for the term of two years and until their successors have been elected or appointed and qualified. Each officer shall be a member in good standing at the time of election or appointment and throughout the officers' tenure. The duties and powers of the officers shall be as set forth in this Article.

Section 2. The President shall preside at all meetings of this Association and of the Board of Directors; shall perform such duties as pertain to this office, including acting as spokesperson on matters of concern to this Association. The President shall be an ex-officio member of all boards or committees and shall, in general, supervise and manage all the business and affairs of the Association, subject to the control of the board. The president shall have power to sign and execute all contracts in the name of the Association, to sign checks, and to appoint and discharge agents and employees, subject to the approval of the board, and perform all duties incidental to the office.

Section 3. The Vice Presidents shall assist the President and shall perform such duties as may be delegated by the President. In the absence of the President, the Executive Vice President shall perform the duties of the President. In the event of a vacancy in the office of President, the Executive Vice President shall assume the office of President and shall have all the powers and functions of the President. Each Vice-President shall have all the powers and functions as may be delegated to them by the President or the board, including the power to sign checks if so delegated.

Section 4. The Treasurer shall receive all dues; shall maintain an up-to-date list of all members; shall receive and account for all funds of this Association and disburse funds only by check as provided in these Bylaws; and shall perform such other duties as pertain to this office. The treasurer shall have the care and custody of all the funds and other valuable documents of the Association. The treasurer shall endorse on behalf of the Association for collection checks, notes and other obligations and shall deposit them to the credit of the Association in such bank or banks or depository as the board may designate. The Treasurer shall receive monies paid to or on account of the Association and shall pay out of the funds on hand all just debts of the Association. The Treasurer shall keep the books of the Association and shall keep full and accurate accounts of all monies received and paid out on account of the Association, and whenever required by the President or the board, shall render a statement of the Association's accounts. The treasurer shall keep or cause to be kept such other books as will show a true record of the expenses, losses, gains, assets, liabilities, and membership of the Association and shall at all reasonable times exhibit the books and accounts to any director of the Association. The treasurer, at the first regular meeting of the board following the annual meeting of the Association, shall present an annual report setting forth the financial condition of the Association, and shall perform all other duties and acts incident to the office of treasurer, including the power to sign checks if so delegated.

Section 5. The Secretary shall take the minutes of all meetings of this Association and the Board of Directors, and minutes of all Association membership meetings, and also, unless otherwise directed, the minutes of all committee meetings. The Secretary shall give, or cause to be given, notice of all meetings of members and the board, and all other notices required by law or by these By-Laws; shall have charge of such books and papers as the board may direct; shall attend to such correspondence as may be assigned; and perform all duties incidental to the office, including the power to sign checks if so delegated.

Article VI - Board of Directors

1. The Board of Directors shall be comprised of the elected officers. The board shall consist of at least ten (10) and no more than fifteen (15) directors. The number of directors may be increased or decreased by vote of the members or by vote of a majority of all of the directors. No decrease in number of directors shall shorten the term of any incumbent director.

Section 2. The Board of Directors shall be vested with the general management of the affairs of this Association. It may exercise all powers of the Association including any matter deemed urgent. Any such action shall be reported at the next meeting of this Association.

Section 3. Each director shall be a member in good standing of the Association at the time of election and throughout the director's tenure.

Section 4. The Board of Directors may adopt rules for its proceedings, including the admission to this Committee from time-to-time of other members on such temporary basis as is deemed.

Article VII- Quorum and Voting

Section 1. All persons over the age of eighteen are eligible to vote, voting is limited to one vote per household.

Section 2. Twenty five (25) members of this Association shall constitute a quorum of this Association for the transaction of any business at any membership meeting, except as otherwise specified. Meetings may be held even if a quorum is not present provided that action taken at such meetings shall be effective only if thereafter approved by the Board of Directors by a two-third vote, or by a meeting of this Association at which a quorum is present.

Section 3. A majority of the members of the Board of Directors or any committee of this Association shall constitute a quorum for the transaction of any business properly before them. At all meetings of the board, each director shall be entitled to one (1) vote. The vote of a majority of the board present at the time of a vote, if a quorum is present, shall be the act of the board.

Section 4. Unless otherwise provided in these bylaws, all action by the membership, the Board of Directors and any committee shall be by majority vote of the members present and voting.

Section 5. The Board of Directors, Officers and Committees of this Association may vote by electronic mail whenever necessary.

Section 6. Any Association action to be taken by vote of the members shall be authorized by a majority vote of members present, except as otherwise required by these bylaws.

Article VIII - Fiscal Operations

Section 1. The fiscal year of this Association shall commence with the day following the annual meeting and conclude the day of the next annual meeting.

Section 2. The funds of this Association shall be deposited in a bank, which is insured by the Federal Deposit Insurance Corporation, and which has been approved Board of Directors.

Section 3. All disbursements shall be made by check signed by any two of the following: The President, Secretary, Treasurer or any Officer whose name is on the bank signature card.

Article IX - Property and Records

All officers and members of this Association holding or charged with the responsibility for the custody and maintenance of any records of correspondence, documents and funds and any other property of this Association shall turn over promptly to their successors all such records and property. The outgoing Officers shall deliver all such records and property at the first meeting after the membership meeting. If delivery to the successor cannot be accomplished, deliver shall be made to the President.

Article X - Vacancies, Removals & Resignations

Section 1. The President with the approval of the Board of Directors, may appoint or elect any qualified director to fill a vacancy, who shall hold office for the unexpired term of the predecessor and until a successor is elected or appointed and qualified.

Section 2. A vacancy in the office of President due to actual or constructive resignation, shall be filled by the Vice-President. Section 3. Any Officer elected or appointed by the board may be removed by the board with or without cause. A majority of the voting members of the Board of Directors and Officers shall be required to remove a member of the Board of Directors or Officer from office prior to the expiration of the term of office for which that person has been elected. Written notice of the reason for removal must be provided by the President.

Article XI - Nominations, Elections and Term of Officers

Section 1. At each annual meeting of the Association, the membership shall elect directors to hold office until the next annual meeting at which their term expires. All directors shall be elected by a majority of votes cast, and all shall hold office for a term of two (2) years and until their successors have been elected and qualified.

Section 2. The Board of Directors shall appoint a Committee on Nominations. They shall report a list of nominees for each elective office at the meeting of this Association in January of each year.

Article XII - Meetings

Section 1. The annual meeting of this Association shall be held in March to elect directors and conduct any other business stated in the meeting notice.

Section 2. General meetings of this Association shall be held as deemed necessary at times and places selected by the Board of Directors or the Officers.

Section 3. A meeting of the Board of Directors and Officers shall be held within ten (10) days after the annual meeting of this Association for the following purposes: that the program of activities may begin as early as possible and that the outgoing officers may transfer property.

Section 4. Special meetings of the Association may be called by the President, members of the Board of Directors or upon written notice of twenty-five (25) members in good standing. At lease fourteen (14) days notice must be give prior to any unscheduled meeting. Except in cases of emergency at least seven (7) days notice shall be given.

Section 5. Any member in good standing who wishes to attend or present new business to The Board of Directors at our next scheduled meeting, may do so with seventy-two (72) hours notice to The President via e-mail or telephone.

Article XIII - Committees

Section 1. The board may designate from among the directors an executive committee and other committees, each consisting of two (2) or more directors with such duties as are deemed proper. Each committee shall serve at the pleasure of the board. The board may appoint members of the Association who are not directors to serve on any of the committees, other than the executive committee.

Section 2. The work of committees of this Association shall be made known to the members at the General or Special meeting or through the Association newsletter.

Article XIV - Miscellaneous

Section 1. The board may authorize any Officer or Officers, Agent or Agents, in addition to those specified in these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and this authority may be general or confined to specific instances. Unless so authorized by the board, no Officer, agent, or employee shall have any power or authority to bind the Association by any contract or engagement or to pledge its credit or render it liable for any purpose or to any amount.

Section 2. The corporate seal shall be circular in form and have inscribed the name of the Association, the year of its organization, and the words "Corporate Seal" and "New York." The seal shall be in the charge of the president.

Article XV - Dissolution

The Association may be dissolved only by the vote of two-thirds of the members of the Association in accordance with Article 10 of the New York Not-For-Profit Corporation Law. Upon the dissolution of the Association, the assets, both real and personal, of the Association shall be dedicated to an appropriate governmental body or agency to be devoted to purposes as nearly as practicable the same as those to which they were required to be devoted by the Association. In the event that such dedication is refused acceptance, the assets shall be granted, conveyed, and assigned to any not-profit corporation, association, trust or other organization to be devoted to purposes as nearly as practicable the same as those to which they were required to be devoted by the Association.

Article XVI - Amendments

These By-Laws may be amended or repealed by a vote of two-thirds of the directors present at any meeting of the board or by a vote of a majority of the membership entitled to vote for the election of directors. Any by-law adopted by the board may be amended or repealed by the members, and unless otherwise provided in the Certificate of Incorporation of the Association or these By-Laws, any by-law adopted by the members may be amended or repealed by the board.

Article XVI - Construction

In the case of any conflict between the Certificate of Incorporation of the Association and these By-Laws, the Certificate of Incorporation of the Association shall control. Dated: Nassau County New York May 1999.