BYLAW SOUTH FERRY HILLS ASSOCIATION
As Adopted at the Annual Membership Meeting, October 9. 2004
The name of this organization shall be the South ferry Hills Association, Incorporated.
The organization shall have a seal designed to make an impression reading:
South Ferry Hills Association, Inc.
Corporate Seal—1960—New York
The South Ferry Hills Association (SFHA) is an organization of and for the home and property owners of the Sought Ferry Hills community on Shelter Island, New York. It is organized to promote neighborly relationships among its members and to provide for recreational and social activities, particularly centered on the beachfronts and waterfronts owned by the Association. These properties, located in Smith Cove between the Town Landing and lot 39 (as delineated in the accompanying map and in article three below) with appurtenant lands, shall be maintained by the SFHA for the benefit of its members.
Membership shall include the owners of property in the development designated on the map entitled South Ferry Home sites, Shelter Island, section I, filed in the Office of the Clerk of Suffolk county, New York, first on April 22, 1958 as Map No. 2811 and subsequently on March 2, 1959 as Map No. 2917. Both Sections had been surveyed by Otto W. Van Tuyl & Son, Greenport, NY., licensed land surveyors.
The annual membership meeting shall be held in each and every calendar year on a date determined by the Board of Directors. Notice of the annual meeting must be served by mail on all members at least three weeks before the date of such meeting. Such notice shall include a proposed agenda for the annual meeting, specifying actions and subjects to be brought before the meeting. However, this agenda shall be subject to amendment by the membership at the outset of the meeting, except for agenda items mandated in Article Six below.
Special meetings of the membership shall be called by the President  when she or he deems it to be in the interests of the membership; [2} when four or more members of the Board of Directors so deem;  when fifteen or more members of the association so deem. Calls to such special meetings must be mailed no less than fifteen days before the date of the meeting. Such calls must specific any subject or subjects constituting the business of the special meeting, and must name the person or persons call for the meeting.
No subject may be acted on at a special meeting unless it is specified in the call to the meeting.
Any dispute about the conduct of a meeting shall be resolved on the basis of the guidelines set forth in Roberts’ Rule of Order [edition to be specified].
The annual meeting and all special meetings must be held at a suitable location on Shelter Island.
VOTING AT MEMBERSHIP MEETINGS
Voting on all motions at either the annual meeting or a special meeting shall be by a show of hands, with tellers to be appointed by the Chairman to count the aye and nay votes and the abstentions. If a majority of the members present so determine in a-show-of-hands vote, a secret paper-ballot vote will be ordered. All voting shall be by memberships, as defined by dues payment, rather than by individual members; each dues-paying membership shall be entitled to two votes.
Voting for members of the Board of Directors, if there is a contest, shall be conducted by the paper ballot procedure as described above, with two votes per membership. These votes may be cast for the membership by one or two individual members.
Any action by either the annual membership meeting or a special membership meeting requires the presence of a quorum of not less than 25 percent of the memberships, as determined by a registration sheet maintained at the entrance to the meeting. In the event of a determination that a quorum is lacking, no business may be enacted by the meeting. However, those members present may adjourn the meeting for a period of not more than 28 days. The Secretary shall notify all absent members of the new meeting date.
ORDER OF BUSINESS
The order of business for the annual meeting shall be as follows, except that it may be changed by the membership when the agenda is presented to the meeting for approval, or later in the meeting.
- Call to order
- Reading of minutes of previous annual meeting and of any intervening special meetings.
- Presentation and adoption of an agenda.
- Reports of Officers
- Reports of Committees
- Other Agenda Items and new business
- Election of Directors
THE BOARD OF DIRECTORS
The business of the SFHA between annual meetings shall be conducted and managed by Board of Directors consisting of nine members. Three members shall be elected at each annual meeting to serve three-year terms. At all times, at least one member shall be a United States citizen legally residing in New York State.
The Board of Directors shall act in the name of the organization only when convened by the Chairman or at the behest of any three members of the Board after due notice has been given to all members of the Board.
Vacancies in the Board of Directors shall be filled by a majority of the remaining members of the board with the member so elected filling out the remaining portion of the vacated term.
Five members of the Board of Directors shall constitute a quorum.
A director may be removed for cause by a vote of six members of the Board or of at least two-thirds of the members present at a meeting. Such action may be appealed to the membership at a special meeting or at the annual meeting.
The Board of Directors shall elect from its membership the President and Vice President of the AFHA. This election shall take place at an organizational meeting held immediately following the end of the annual meeting.
At the same meeting, the Board of Directors shall elect from the membership of the SFHA a Secretary and a Treasurer. Either of these officers may or may not be members of the Board of Directors.
All officers serve at the pleasure of the Board of Directors and may be removed by a vote of six members of the board or by at least two-thirds of the members present at a duly constituted meeting.
The Board of Directors may approve Association expenditures not to exceed, one thousand dollars ($1,000) except in an emergency. Any non-emergent expenditures exceeding 41,000, other than such customary and repetitive expenses such as taxes and insurance, must receive approval of the membership at the annual meeting or at a special meeting, with prior notice to the membership of the intention of the Board to seek such approval.
Voting at Board of Directors meetings must be in person and not by proxy.
The President, by virtue of her or his office, shall chair all membership meetings and meetings of the Board of Directors.
The President shall present to annual meeting a report on the activities of the SFHA and on problems and issues faced by the association.
The President shall appoint all committees of the board, temporary or standing, subject to the approval of the Board of Directors. This paragraph shall not be construed to restrict the rights of the membership in meeting to establish and appoint committees. All committees shall select their own chairpersons.
The President shall see that all books, reports, and certificates required by law are properly kept or filed.
The President may sign checks or drafts of the organization.
The Vice President, in the absence of the President or if the President is unable to fulfill his or her responsibilities, shall become acting president with all the powers and responsibilities of the presidency.
The Treasurer shall have the care and custody of the monies or securities belonging to the SFHA and shall be primarily responsible for such monies or securities. The Treasurer shall cause the funds of the Association to be deposited in a regular business bank or trust company selected by the Board of Directors, except that Board may cause such funds to be invested in instruments legal for investment purposes by savings banks in the State of New York. The Treasurer may sign checks or drafts of the organization.
During the annual meeting, the Treasurer shall present a written account of the finances of the organization to be distributed to all members attending the meeting and to be attached to the minutes of the meeting. Interim financial reports shall be prepared b the Treasurer and presented to the Board of Directors whenever the Board requests them.
The Secretary shall keep the minutes and records of the SFHA and shall be responsible for mailing or otherwise transmitting notices of meetings, dues statements, and other Association communications to the membership.
The Secretary shall be the custodian of the records and seal of the Association and may be required to attend to any correspondence of the Association.
No Officer shall by reason of office be entitled to salary or compensation, but nothing herein shall be construed to prevent any officer or director from being compensated b the Association for services other than those of director or officer.
DUES AND VOTING RIGHTS
Owners of improved and unimproved property who are members in good standing, as defined below, shall have equal voting rights. The annual dues of the Association are at the time of enactment of these bylaws $125 per membership for those memberships that have docking spaces in the Association’s boat basin, and 4100 per membership for all others. These dues cannot be changed except by a vote of two-thirds of the members voting at the annual meeting of the SFHA. Notice of the intention to change the amount of dues must be included in the call to the meeting required by Article Four above.
The dues of the Association are and shall be a direct obligation of each member. The Board of Directors is empowered to take all legally appropriate steps to collect unpaid dues.
Only memberships in good standing shall be entitled to vote at the annual membership meeting or at special meetings, as provided for in article Fours above. Good standing shall be defined as having met current-year dues obligations on or before the date of the annual meeting. Voting may be in person by those members in good standing present or by proxy granted by memberships in good standing not actually in attendance. Proxy forms, both for voting on motions and on voting for members of the Board of Directors, shall be included in the call to the meeting required by Article Four above. These proxy forms shall substantively conform to the form appended to these bylaws and provided for guidance.
CHANGES IN THE BYLAWS
The bylaws of the Association may be amended, repealed, or otherwise changed only by a vote of two-thirds of members voting at either the annual membership meeting or at a special meeting called for the purpose of such action. Members must be notified of and proposals to change the bylaws by mail at least fifteen days prior to the pertinent meeting. Voting procedures shall be in accordance with those outlined in Article Five above.
These bylaws are effective immediately upon their approval by the required number of votes at a duly constituted meeting of the SFHA membership. Such approval has been recorded at the meeting of October 9, 2004.