Article I

Name and Object of Corporation:

Section One. Name  This corporation shall be known as the Clearview Village Civic Association, Inc., hereinafter called the Association.

Section Two. Objects and Purposes  The objects and purposes of the Association shall be, as stated in the Certificate of Incorporation:

a.                 to promote, secure and improve the general welfare of the property owners of the community known as Clearview Village, in the Syosset-Woodbury area of the town of Oyster Bay, County of Nassau, State of New York;

b.               to promote general public interest in all matters relating to the civic well-being of its members;

c.                to express, as an organization, its opinions and recommendations concerning public matters, on any matter which as residents, tax payers or citizens, shall or may be of general interest to its members and to the community;

d.                to promote general community spirit relating to conditions affecting residents of Syosset;

e.                generally, to take such action as may be deemed useful or desirable concerning the betterment of living conditions in the community, or the amelioration of conditions deemed detrimental or objectionable therein.

Article II

Membership:

Section One. All residents, either owners or lessees of homes located within Clearview Village shall be accepted for membership in the Association, upon payment of the appropriate dues. 

Section Two.  Voting Rights.  All members in good standing shall be eligible to vote on any matter which may properly come before the membership at a regular or special election or meeting.

Section Three. Dues. The annual dues shall be fixed by the Board of Directors and may be amended, from time to time, as the Board of Directors may deem appropriate. The payment of the annual dues, by a member of the Association, shall entitle both eligible spouses to one full membership in the Association. Dues shall be payable by the resident(s) of each structure located in Clearview Village. 

Section Four. The privilege of voting at an election shall be limited to those members of the Association who have been certified by the Treasurer to be in good standing, which shall be defined as being fully paid up in dues at the time of any such election, or no more than two months in arrears, and presently residing with the geographical confines of Clearview Village.

Section Five.  Definition of Clearview Village.  Clearview Village is defined as the community of homes located in the Town of Oyster Bay, Syosset School District, County of Nassau, bounded on the north by the Northern State Parkway and Venus Road; on the east by Woodbury Road; on the South by Market Drive; and on the West by South Oyster Bay Road.

Article III

Government: 

Section One.  Board of Directors.  The general management of the affairs of the Association shall be vested in the Board of Directors, who shall be elected as provided by these Bylaws. The Board of Directors shall consist of a minimum of 5 and a maximum of 7 Directors. The membership of the Board may be enlarged to 8 by the addition of the immediate past president who has completed his/her term of office, if he/she elects to so serve.

Section Two.  Officers.  There shall be (5) five officers of the association consisting of; President, two (2) Vice-Presidents, Secretary and Treasurer. 

Section Three.  Term of Office. Each Board member shall be elected for a two-year term to commence on the first day of the fiscal year. Until such time as these Bylaws have been in effect for two years, the Board of Directors shall have lesser terms as follows; at the first election subsequent to the enactment of these Bylaws, three Directors shall be elected for a full term of two years and two Directors shall be elected for a term of one year. 

Section Four.  Qualification of Directors.  Each Director shall be a member in good standing of the Association. 

Section Five.  Duties of Officers.   

a.        President – the President shall preside at all meetings of the Board of Directors of the Association. He/she shall have the power, subject to approval of the Board of Directors, to fill any vacancies that may occur among other Officers and Directors, for the unexpired balance of such terms. The President shall designate the duties of the two Vice-President’s and may assign specific duties to any officers and Board members, and establish specific committees, as he/she may deem necessary. The President shall have the right to participate at all meetings of the Board of Directors as any other Director, and shall be entitled to vote on all issues. The President may establish committees and appoint chairpersons to review and act upon specific matters of interest to the Association; the chairpersons and committee members need not be Board members. 

b.                  Vice-Presidents – there shall be two Vice-Presidents, whose respective duties shall be designated by the President and may include those of Parliamentarian, Sergeant-at-arms, Historian and any other responsibilities as may be appropriate, in the discretion of the President. The Vice-President designated as Parliamentarian shall interpret and rule upon procedural matters in accordance with Robert’s Rules of Order.

c.                   Secretary – the Secretary shall keep an accurate and orderly record of the proceedings, by way of minutes. In addition, the Secretary shall be responsible for communications to the Board Members and provide assistance for other communications outside of the Board, as well as arranging to have all notices prepared and distributed. The Secretary shall also maintain a file of all incoming and outgoing correspondence.

d.                  Treasurer – the Treasurer shall receive and disburse all monies and shall be responsible for keeping and maintaining accurate books and records of account, including checking and savings accounts. The Treasurer shall prepare and report upon the financial status of the Association, at the annual meeting, and at any other meeting at which such report is requested by the President. In addition, the Treasurer shall at all times keep a complete role of members of the Association, which shall indicate the dues status of all members; shall collect and transfer all funds and keep records of membership receivables.

e.                  Both the Treasurer and a second officer of the board shall be required to sign any and all checks and withdrawal slips of the Association in excess of $100 or for reimbursements to board members. 

Article IV

Meetings:

Section One.  Annual meeting of members.  The annual meeting of members of the Association shall be held in the month of April in each year at such time and location (within Nassau County) as may be fixed by the Board of Directors. Advance notice of the time and place of holding the annual meeting shall be distributed to each member prior thereto. The purpose of the annual meeting shall be to elect Directors and conduct any other business as may be brought before it.

Section Two. Special meetings of members. The President may call special meetings of members at any time on his or her own initiative or by the Board of Directors, upon majority vote. Advance notice of the meeting shall be distributed to each member prior thereto, and at such special meeting there shall only be considered such business as is specified in the notice of the meeting. 

Section Three.  Quorum for Members’ meeting. At all meetings of the Association, either regular or special, at least 20 members in good standing must be present in person, so as to constitute a quorum for the transaction of any business. 

Section Four.  Lack of Quorum. If a quorum is not present at a meeting of the members of the Association, the presiding officer may adjourn the meeting to a day and hour then to be fixed. 

Section Five.  Quorum for Directors meetings.  At any meeting of the Board of Directors a quorum of a majority of the Directors shall be present. If a quorum is not present, the presiding officer may adjourn the meeting to a day and hour then fixed. 

Section Six.  Voting at meetings of the Board of Directors.  A simple majority of those Directors present and voting shall be required in order to decide any issue which might be deemed necessary to be voted upon.

Section Seven.  Voting at General Meeting.  Each member in good standing shall be entitled to one vote for each Director to be elected. A limit of one vote per structure located within Clearview Village shall be enforced. Only those present may vote, and a simple majority of votes cast shall be sufficient to carry any issue, except for election of Directors, who shall be elected by plurality, in accordance with the following article. A secret ballot may be called for by motion made, seconded and passed by majority vote of those present.

Article V

Election of Directors and Officers:

Section One.  Nominating Committee.  The President will appoint a nominating committee consisting of three members of the Association; at least one of which shall be a director (not candidates for that election). These three individuals will select, interview and designate the slate of candidates for election to the Board of Directors. The slate nominated for election shall be designated and presented to the Board of Directors at their meeting to be held at least one month prior to the annual meeting, and shall be designated at the general election as the nominees of the Board of Directors.

Section Two.  Election of Directors. The Directors of the Association shall be elected at the annual meeting. The Directors shall be elected by plurality; those receiving the most number of votes cast shall be elected. 

Section Three. Appointment of Officers. The  Officers of the Board shall be appointed by the Directors following the annual meeting. The Officers shall be appointed by plurality; those receiving the most number of votes cast shall receive appointment.    

Article VI

Vacancies in Office:

Section One.  If a vacancy occurs among the Directors of the Association, said vacancy shall be filled for the unexpired term by appointment made by the President and approved by the Board. 

Article VII

Amendments: 

Section One.  The Board of Directors will consider suggested amendments of these Bylaws, upon receiving a petition signed by at least 15 members in good standing of the Association. This petition shall be presented at any regular meeting of the Board of Directors and shall be voted upon at the next regular meeting of the Board of Directors, subsequent to the presentation of the petition. A vote of at least a majority of the Directors present shall be required in order to enact any amendments. 

Article VIII

General Provisions: 

Section One.  Removal of Officers/Directors, for cause.  Any Officer or Director may be removed, for cause, from his/her office by three-quarters vote of those present at any meeting of the Board of Directors. Upon removal of such Officer/Director, the President shall nominate and the Board of Directors shall, by majority vote, elect a successor immediately, for the unexpired term of such office. 

Section Two.  Annual Dues.  The annual dues, as determined by the Board of Directors, shall be paid by all members on or before the date of the annual meeting to be held in April of each year, and received by the Treasurer. 

Section Three.  Action by the Association.  The Association, acting through its Board of Directors, shall not act, on any matter, nor endorse any position or proposition, unless authorized to do so, by majority vote of the Board of Directors. The Board may not endorse candidates for election to public office, except under extraordinary circumstances, and then only by three-quarters vote of the entire Board of Directors. The Board, by majority vote, may call for a special referendum, by the members of the Association, on any issue which it believes requires the general membership to consider. Any such referendum shall be held at a special meeting of the members, called by the Board of Directors upon prior notice. 

Section Four.  The Association may send representatives designated by the President, to any community advisory boards, or otherwise, or any governmental or quasi-governmental authority or organization which seeks community opinions, or in the opinion of the Board of Directors, should have the opinion of the Association. 

Section Five.  The fiscal year of the Association shall start on May 1^st of each year.

                 

Dated: 11/02