ByLaws
BY-LAWS OF
MATTITUCK-LAUREL COMMUNITY/CIVIC ASSOCIATION, INC.
A NOT-FOR-PROFIT CORPORATION
Amended June 25, 2015
Amended June 28, 2021
ARTICLE I: NAME
The name of this Association shall be MATTITUCK-LAUREL CIVIC ASSOCIATION, INC.
ARTICLE II: GEOGRAPHIC AREA
Mattituck-Laurel as used in this document, refers to the areas designated as Mattituck and Laurel in the Town of Southold, NY.
ARTICLE III: PURPOSE
The purpose of this Association is to uphold and sustain the interests of residents of Mattituck and Laurel and to give aid and encouragement to all things which may be deemed for the general benefit of the locality known as Mattituck-Laurel. The Association shall provide a forum through regular meetings to discuss, consider, educate and act upon issues that concern residents of Mattituck-Laurel.
ARTICLE IV: MEMBERSHIP
SECTION 1 · There shall be two classes of full voting membership—individual membership and household membership. Household membership is open to two or more persons living in the same household. A household membership entitles the household to one copy of the Association’s regular publications, and to the privileges of individual membership. Voting privileges are extended to each individual or household member who has reached the age of 18.
SECTION 2 · Membership shall be open to all persons who own or lease property in Mattituck and the Southold portion of Laurel.
SECTION 3 · Any qualified person shall be deemed a member in good standing upon payment of annual dues.
ARTICLE V: BOARD OF DIRECTORS
SECTION 1 · SECTION 1 • The Board of Directors is the governing body of the Association and shall consist of the Officers (President, Vice President, Secretary and Treasurer), and five additional members. The officers and two additional members shall be elected by the members of the Association. The terms for each officer shall be: President – 2 years; Vice-President – 2 years; Secretary – 1 year; Treasurer – 1 year. The two elected non-officer board members shall each serve for a 1-year term. The remaining three Board positions shall first be automatically filled by the most recent past Presidents, should they be able and willing to serve, or by appointment by the President. Any Board member can serve more than one term. [Amended June 25, 2018; Amended June 28, 2021].
SECTION 2 · The Board of Directors shall hear reports and recommendations from committees, discuss issues of concern to the Association and take action on them. The Board shall prepare resolutions for discussion at general membership meetings.
SECTION 3 · It shall be the duty of the Board of Directors to represent the Association in all official communications with Federal, State, County and Town authorities. It shall be the duty of the Board of Directors to represent the Association in all official communications with Federal, State, County and Town authorities.
SECTION 4 · Vacancies in office occurring between annual meetings shall be filled by a majority vote of the remaining members of the board. Those so elected shall serve until the next annual meeting and shall be eligible for any office for the regular two terms.
SECTION 5 · Any member of the Board may resign at any time by giving written notice of resignation to the President. Unless otherwise specified therein, such resignation shall take effect upon receipt thereof.
SECTION 6 · At any meeting of the Board duly called, any Officer or Director may be removed with or without cause by a vote of two-thirds of the entire Board.
ARTICLE VI: OFFICERS
SECTION 1 · The elected offices of the Association shall be President, Vice President, Secretary and Treasurer.
The duties of the officers shall be as follows:
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The President shall preside at all meetings of the Association and the Board of Directors.
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The Vice President shall preside at all meetings from which the President is absent.
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In the event of the absence of the President and Vice President, from any meeting, the members of the Board of Directors shall select a chairperson to preside at such meeting.
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The Secretary shall assure there is a record of all meetings of the Board of Directors.
The Secretary shall issue notice of all meetings and, with the concurrence of the President, correspondence of the Association. -
The Treasurer shall collect and under the direction of the Board of Directors disperse all funds of the Association.
The Treasurer shall keep regular accounts in books of the Association, which shall be open at all times to inspection by any member of the Board of Directors. At each meeting of the Board of Directors the Treasurer shall report the balance of money on hand and any pending income and expenses.
At the annual meeting the Treasurer shall make a full report of all receipts and disbursements for the fiscal year ending April preceding the annual meeting, and all outstanding obligations of the Association, and shall file a NYS CHAR-500 and IRS 990 or 990EZ on an annual basis, as required of not-for-profit organizations by New York State and the Internal Revenue Service. The accounts shall only be audited annually by an Auditing Committee to be appointed by the Board of Directors as, if or when required under N.Y. Executive Law 7A, Section 172-b. [Amended June 28, 2021].
SECTION 2 · The officers shall be elected by the members at the annual meeting and serve as outlined in Article V, Section 1. [Amended June 25, 2018].
ARTICLE VII: DIRECTORS
SECTION 1 · In addition to the Officers, two additional members of the Board of Directors shall be elected by the members of the Association from among the membership at the annual meeting to serve a term of one year and shall be eligible to serve a subsequent one-year term. Additionally, there shall be three non-elected members of the Board, comprised of the two most recent past presidents, should they agree to serve, and one member appointed by the Board President. In the event that a Board member should resign before the expiration of his or her term, a replacement shall be appointed to fill and complete the current term of that position. Such appointment shall be approved by a majority vote of the Board of Directors. [Amended June 25, 2018; Amended June 28, 2021]
ARTICLE VIII: COMMITTEES
SECTION 1 · The Association has four standing committees essential to its operations: Government/Action, Programs, Membership and Communications. The Government/Action Committee stays informed on issues of concern to Mattituck-Laurel and brings to the board and membership proposals for action, when needed. The Programs Committee plans and schedules membership meetings. The Membership Committee is responsible for membership recruitment and retention. The Communications Committee is responsible for communications from the Association to the Mattituck-Laurel community.
SECTION 2 · The Board of Directors may form other committees to address specific matters or projects. Such committees may include, but are not limited to: History, Community Outreach, Hospitality and other events or issue specific committees.
ARTICLE IX: BOARD OF DIRECTORS MEETINGS AND QUORUMS
SECTION 1 · Regular open meetings of the Board of Directors shall be held once a month. Representatives of the committees shall report at these meetings. All members of the Association are welcome to attend.
SECTION 2 · At the meetings of the Board of Directors, a quorum shall consist of a majority of the Board of Directors.
SECTION 3 · A special meeting of the board of Directors may be called at any time by the President, upon a request from a majority of the Board of Directors.
SECTION 4 · Three unexcused absences within one year from Board of Directors meetings by any Director shall be deemed a resignation.
SECTION 5 • Any Board Meeting may be conducted solely by one or more means of remote communication through which all Directors may participate with each other during the meeting, provided that the number of Directors participating in the meeting would be sufficient to constitute a quorum. Participation in a meeting by that means constitutes presence in person at the meeting. [Added June 28, 2021]
ARTICLE X: MEMBERSHIP MEETINGS AND QUORUMS
SECTION 1 · At a general meeting of the Association action may be taken with a two-thirds majority vote of the members present and voting.
SECTION 2 · There shall be an annual meeting of the members, which shall take place during the month of June. A minimum of three additional general membership meetings shall be held annually. Additional meetings will be called by the Board of Directors as needed.
SECTION 3 · The President shall report to the members at the annual meeting on the state of the organization, and the treasurer shall report on the Association’s income and expenditures during the previous fiscal year.
SECTION 4 · A special meeting of the membership must be called by the Board of Directors upon receipt of a request for such a meeting signed by at least twenty percent of the members in good standing.
ARTICLE XI: ELECTIONS
SECTION 1 · The election of officers and the fifth member of the Board of Directors may be conducted by a voice vote, or by secret ballot if it is requested and approved by a majority of the members present. Election shall be by a majority vote of the members in good standing present and voting.
SECTION 2 · The election shall be held at the conclusion of the annual meeting, and the newly-elected officers shall be presented to the membership.
SECTION 3 · Vacancies in offices occurring between annual meetings shall be filled by a majority vote of the members of the Board of Directors. Those so appointed shall serve until the next annual meeting and shall be eligible for election to any office for the regular two terms.
SECTION 4 • Notwithstanding anything contained in this Article, the Board may determine that voting be held entirely by means of telephonic, electronic or other communications facility that permits all Members to communicate adequately with each other during the meeting. [Added June 28, 2021]
ARTICLE XII: DUES
Annual membership dues shall be determined by the Board of Directors.
ARTICLE XIII: AMENDMENTS
By-laws may be amended at any general meeting of the membership by a vote of the members present, provided that the proposed amendment(s) have been submitted to the Board of Directors for consideration at least three weeks prior to the meeting, and further provided that written notice of such proposed amendment(s) and of the meeting shall have been given to the entire membership at least one week prior to the meeting.
ARTICLE XIV: TERMINATION
Upon dissolution of the Association, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Association, dispose of all the assets of the Association as shall at the time qualify as an exempt organization under section 501c(4) of the Internal Revenue Code.