ARTICLE I
Definitions
Section 1. "Association" shall
mean and refer to the PICKWICK AT ROCKY POINT BEACH CLUB, INC. a nonprofit
corporation organized and existing under the laws of the State of
Section 2. "The Properties" shall
mean and refer to the properties described in the Declaration made by PICKWICK
AT ROCKY POINT #1, INC., on September 28th, 1966, and recorded in the Office of
the Clerk of Suffolk County in Liber 6046 cp 488, and the properties described
in a Supplementary Declaration made by PICKWICK AT ROCKY POINT #1, INC., on
June 1, 1967, and recorded in the office of the Clerk of Suffolk County in
Liber cp, and such additions thereto as may hereafter be brought within the
jurisdiction of the Association by annexation, as provided in the original
Declaration dated September 28, 1966.
Section 3. "Common Properties"
shall mean and refer to those areas of land described in Schedule "B"
attached to the Declaration made by PICKWICK AT ROCKY POINT #l, INC., on
September 28th, 1966, intended to be devoted to the common use and enjoyment of
the owners of the properties.
ARTICLE II
Location
Section 1. The principal office of the
Association shall be located at
ARTICLE
Membership
Section 1. Every person or entity who is a
record owner of a fee or undivided fee interest in any lot, which is subject by
covenants of record to assessment by the Association, shall be a member of the
Association, provided that any such person or entity who holds such interest
merely as a security shall not be a member.
Section 2. The rights of membership are subject
to the environment of annual and special assessments levied by the Association,
the obligation of which assessments is imposed against each owner of and
becomes a lien upon the property against which such assessments are made as
provided by ARTICLE V of the Declaration of Covenants and Restrictions
hereinabove referred to, dated September 28th, 1966.
Section 3. The membership rights of any
person whose interest in The Properties is subject to assessments under ARTICLE
V of the Declaration of Covenants and Restrictions hereinabove referred to,
dated September 28th, 1966, whether or not he be personally obligated to pay
such assessments, may be suspended by action of the Directors during the period
when the assessments remain unpaid but, upon payment of such assessments, his
rights and privileges shall be automatically restored. If the Directors have
adopted and published rules and regulations governing the use of the common
properties and facilities, and the personal conduct of any person thereon, they
may, in their discretion, suspend the rights of any such person for violation
of such rules and regulations for a period not to exceed thirty (30) days.
ARTICLE IV
Voting Rights
Section 1 Every person or entity who is a
record owner of a fee or undivided fee interest in any lot which is subject by
covenants of record to assessment by the Association shall be a member of the
Association, provided that any such person or entity who holds such interest
merely as a security shall not be a Member.
Section 2. The Association shall have two
(2) classes of voting membership:
Class A:
Class A members shall be all those
owners as defined in Section 1 of this ARTICLE with the exception of the
Developer. Class A Members shall be entitled to one (1) vote for each lot in
which they hold the interests required for membership as defined in Section 1
of this ARTICLE. When more than one (1) person holds such interest or interests
in any lot, all such persons shall be Members, and the vote of such lot shall
be exercised as they among themselves determine, but in no event shall more
than one (1) vote be cast with respect to any such lot.
Class. B :
Class B Members shall be the
Developer. The Class B member shall be entitled to ten (10) votes for each lot
in which it holds the interest required for membership by Section I. The Class
B membership shall cease when the total votes outstanding in the Class A
membership equal the total votes outstanding in the Class B membership and at
such time the Developer shall not longer be entitled to membership in the
Association.
ARTICLE V
Property Rights and Rights of Enjoyment of Common Property
Section 1. Each member shall be entitled to
the use and enjoyment of the common properties and facilities as provided in
the Declaration of Covenants and Restrictions.
ARTICLE VI
Board of Directors
Section 1. The number of persons who shall
serve as Directors of the Association shall be determined in accordance with
the Certificate of Incorporation.
Section
2. Vacancies in the Board of Directors shall he filled by the
majority of remaining directors, any such appointed director to hold office
until his successor is elected by the Members for who may make such election at
the next annual meeting of the members or at any special meeting duly called
for that purpose.
ARTICLE
Election of Directors:
Nominating Committee; Election Committee
Section 1. Election to the Board of
Directors shall be by written ballot as hereinafter provided. At such election,
the members or their proxies may cast, in respect of each vacancy, as many
votes as they are entitled to exercise under the provisions of the recorded
covenants applicable to The Properties. The names receiving the largest number
of votes shall be elected.
Section 2. A Nominating Committee, which
shall be one of the Standing Committees of the Association, shall make
nominations for election to the Board of Directors.
Section 3. The Nominating Committee shall
consist of a Chairman, who shall be a member of the Board of Directors, and two
(2) or more members of the Association. The Nominating Committee shall be
appointed by the Board of Directors prior to each annual meeting of the members
to serve from the close of such annual meeting until the close of the next annual
meeting and such appointment shall be announced at each such annual meeting.
Section 4. The Nominating Committee shall
make as many nominations for election to the Board of Directors as it shall in
its discretion determine, but not less than the number of vacancies that are to
be filled. Such nominations may be made from among members or non-members, as
the Committee in its discretion shall determine, provided that the Committee
shall seek suggestions from all corporate mortgage lenders who hold home mortgages
within The Properties and shall so exercise its discretion in the matter of
nominations that there shall be, at all times, at least one member of the Board
of Directors who represents the interests of such mortgage lenders. Nominations
shall be placed on a written ballot as provided in Section 5 and shall be made
in advance of the time fixed in Section 5 for the mailing of such ballots to
members.
Section 5. All elections to the Board of
Directors shall be made on written ballot which shall: (a) Describe the
vacancies to be filled; (b) Set forth the names of those nominated by the
Nominating Committee for such vacancies; and (c) Contain a space for a write-in
vote by the members for each vacancy. Such ballots shall be prepared and mailed
by the Secretary to the members at least fourteen (14) days in advance of the
date set forth therein for a return (which, shall be a date not later than the
day before, the annual meeting or special meeting called for elections) .
Section 6. Each member shall receive as many
ballots as he has votes. Notwithstanding
that a member may be entitled to several votes, he shall exercise on any one
ballot only one vote for each vacancy shown thereon. The completed ballots
shall be returned as follows: Each ballot shall be placed in a sealed envelope
marked "Ballot", but not marked in any other way. Each such
"Ballot" envelope contain only one (1) ballot, and the members shall
be advised at, because of the verification procedures of Section 7, the inclusion
of more than one (1) ballot in any one "Ballot" envelope shall
disqualify the return. Such "Ballot" envelope, or envelopes (if the
member or his proxy is exercising more than one (1) vote), shall be placed in
another sealed envelope which shall bear on its face the name and signature of
the member or his proxy, the number of ballots being returned, and such other
information as the Board of Directors may determine will serve to establish his
right to cast the vote or votes presented in the ballot or ballots contained
therein. The ballots shall be returned to the Secretary at the following
address:
Section 7. Upon receipt of each return, the
Secretary will immediately place it in a safe or other locked place until the
day set for the annual or other special meeting at which the elections are to
be held. On that day, the external envelopes containing the "Ballot"
envelopes shall be turned over, unopened, to an Election Committee which shall
consist of five (5) members appointed by the Board of Directors for the
Election Committee shall then adopt a procedure which hall:
A. Establish that the number of envelopes marked
"Ballot" corresponds to the number of votes allowed to the member or
his proxy identified on the outside envelope containing them; and
B. That the signature of the member or his proxy on
the outside envelope is genuine; and
C. If the vote is by proxy that a proxy has been
filed with the proxy and that such is valid. Such procedure shall be taken in
such manner that the vote of any member or his proxy shall not be disclosed to
anyone, even the Election Committee. The outside envelopes shall thereupon be
placed in a safe or other locked place and the Election Committee shall proceed
to the opening of the "Ballot" envelopes and the counting of the
vote. If any "Ballot" envelope is found to contain more than one (1)
ballot, all such ballots shall be disqualified and shall not be counted.
Immediately after the announcement of the results, unless the members present
demand a review of the procedure, the ballots and the outside envelopes shall
be destroyed.
ARTICLE VIII.
Powers and Duties of the Board of Directors
Section 1. The Board of Directors shall have
power:
A . To call special meetings of the members whenever
it deems necessary and it shall call a meeting at any time upon written request
of one-fourth (1/4) of the voting membership, as provided in ARTICLE VIII,
Section 2.
B. To appoint and remove at pleasure all officers
agents and employees of the Association, prescribe their duties, fix their
compensation, and require of them such security or fidelity bond as it may deem
expedient. Nothing contained in these By-Laws shall be construed to prohibit
the employment of any Member, Officer or Director of the Association in any
capacity whatsoever.
C. To establish, levy and assess, and collect the
assessments or charges referred to in ARTICLE
D. To adopt and publish rules and regulations
governing the use of the common properties and facilities and the personal
conduct of the members and their guests thereon.
E. To exercise for the Association all powers, duties
and authority vested in or delegated to this Association, except those reserved
to the meeting or to members in the covenants.
F. In the event that any member of the Board of
Directors of this Association shall be absent from two (2) consecutive regular
meetings of the Board of Directors, the Board may by action taken at the
meeting during which said second absence occurs, declare the office of said
absent Director to be vacant.
Section 2. It shall be the duty of the Board
of Directors
A. To cause to be kept a complete record of all its
acts and corporate affairs and to present a statement thereof to the members at
the annual meeting of the members or at any special meeting when such is
requested in writing by one-fourth (1/4) of the voting membership, as provided
in ARTICLE XII Section 2. ,
B. To supervise all officers agents and employees of
this Association, and to see that their duties are properly performed.
C. As more fully provided in ARTICLE - V of the
Declaration of Covenants applicable to The Properties: (1) To fix the amounts
of the assessment against each lot (property) for each assessment period at
least thirty (30) days in advance of such date or period and, at the same time;
(2) To prepare a roster of the properties and assessments applicable thereto
which shall be kept in the office of the Association and shall be open to
inspection by any member, and, at the same time; (3) To send written notice of
each assessment to every owner subject thereto.
D. To issue, or to cause an appropriate officer to
issue, upon demand by any person, a certificate setting forth whether any
assessment has been paid. Such certificate shall be conclusive evidence of any
assessment therein stated to have been paid.
ARTICLE IX
Directors' Meetings
Section 1. A regular meeting of the Board of
Directors shall be held each Tuesday at
Section 2. Notice of such regular meeting is
hereby dispensed with. If the day for the regular meeting shall fall upon a
holiday, the meeting shall be held at the, same hour on the first day following
which is not a holiday, and no notice thereof need be given.
Section 3. Special meetings of the Board of
Directors shall be held when called by any officer of the Association or by any
two (2) directors after not less than three (3) days notice to each director.
Section 4. The transaction of any business
at any meeting of the Board of Directors however called and noticed or wherever
held shall be as valid as though made at a meeting duly held after regular call
and notice if a quorum is present and, if either before or after the meeting,
each of the directors not present signs a written waiver of notice, or a
consent to the holding of such meeting, or an approval of the minutes
thereof. Such waivers, consents or
approvals shall be filed with the corporate records and made part of the
minutes of the meeting.
Section 5. The majority of the Board of
Directors shall constitute a quorum the thereof.
ARTICLE X
Officers
Section 1. The officers shall be a
president, a vice-president, a secretary, and a treasurer. The president and the
vice-president shall be members of the Board of Directors.
Section 2. The
officers shall be chosen by majority vote of the directors.
Section 3. All officers shall hold office
during the pleasure of the Board of Directors.
Section 4. The president shall preside at
all meetings of the Board of Directors, shall see that orders and resolutions
of the Board of Directors are carried out and sign all notes, checks, leases,
mortgages, deeds and all other written instruments.
Section 5. The vice-president shall perform
all the duties of the president in his absence.
Section 6. The secretary shall be ex officio
the secretary of the Board of Directors, shall record the votes and keep the
minutes of all proceedings in a book to be kept for the purpose. He shall sign
all certificates of membership He shall keep the records of the Association. He
shall record in a book kept for that purpose the names of all members of the
Association together with their addresses as registered by such members (see
Article XII, Section 3).
Section 7. The treasurer shall receive and
deposit in the appropriate bank accounts all monies of the Association and
shall disburse such funds as directed by resolution of the Board of Directors
provided however, that a resolution of the Board of Directors shall not be
necessary for disbursements made in the ordinary course of business conducted
within the limits of a budget adopted by the Board. The treasurer shall sign
all checks and notes of the Association, provided that the president or the vice-president
shall also sign such checks and notes.
Section 8. The treasurer shall keep proper
books of account and cause an annual audit of the Association books to be made
by a certified public accountant at the completion of each fiscal year. He shall
prepare an annual budget and an annual balance sheet statement and the budget
and balance sheet statement shall be presented to the membership at its regular
annual meeting.
ARTICLE XI
Committees
Section 1. The Standing Committees of the
Association shall be the Nominating Committee, Recreation Committee,
Maintenance Committee, Architectural Control Committee, Publicity Committee and
Audit Committee. Unless otherwise
provided herein, each committee shall consist of a chairman and two or more
members and shall include a member of the Board of Directors for board contact.
The committees shall be adopted by the Board of Directors prior to each annual
meeting to serve from the close of such annual meeting until the close of the
next annual meeting and such appointment shall be announced at each such annual
meeting. The Board of Directors may appoint such other committee, as it deems
desirable.
Section 2. The Nominations Committee shall
have the duties and functions described in ARTICLE
Section 3. The Recreation Committee shall
advise the Board of Directors on all matters pertaining to the recreational
program and activities of the Association and shall perform such other
functions as the Board, in its discretion, determines.
Section 4. The Maintenance Committee shall advise the
Board of Directors on all matters pertaining to the main maintenance repair or
improvement of the Common Properties and Facilities of the Association, and
shall perform such other functions as the Board, in its discretion, determines.
Section 5. The Architectural Control
committee shall have the duties and functions described in the Declaration of
Covenants and Restrictions applicable to The Properties. It shall watch for any
proposals, programs, or activities which may adversely affect the residential
value of the Properties and shall advise the Board of Directors regarding
Association action on such matters.
Section 6. The Publicity Committee shall
inform the members of all activities and functions of the Association and
shall, after consulting with the Board of Directors, make such public releases
and announcements as are in the best interests of the Association.
Section 7. The Audit Committee shall
supervise the annual audit of the Association
Section 8. With the exception of the
Nominations Committee and the Architectural Control Committee (but then only as
to those functions that are governed by the ARTICLE of the Declaration of
Covenants and Restrictions applicable to The Properties), each committee shall
have power to appoint a subcommittee from among its membership and may delegate
to any such subcommittee any of its powers, duties and functions.
Section 9. It shall be the duty of each
committee to receive complaints from members on any matter involving
Association functions, duties, and activities within its field of
responsibility. It shall dispose of such complaints as it deems appropriate or
refer them to such other committee, director of officer of the Association as
is further concerned with the matter presented.
ARTICLE XII
Meetings of the Members
Section 1. The regular annual meeting of the
members shall be held on the day of the month of in each year, at the hour of
.m. If the day for the annual meeting of the members shall fall upon a holiday,
the meeting will be held at the same hour on the first day following which is
not a holiday.
Section 2. Special
meetings of the members for any purpose may be called at any time by the
President, the Vice-President, the Secretary or Treasurer, or by any two or
more members of the Board of Directors, or upon written request off the members
who gave a right to vote one-fourth (1/4) of all of the votes off the entire
membership or who have a right to vote one-fourth (1/4) of the votes of the
Class A membership.
Section 3. The Secretary shall give notice
of any meetings to the members. Notice may be given to the member either
personally, or by sending a copy of the notice through the mail, postage
thereon fully prepaid to, the address appearing on the books of the
corporation. Each member shall register his address with the Secretary, and
notices of meetings shall be mailed to him at such address. Notice of any
meeting regular of special shall be mailed at least six (6) days in advance of
the meeting and shall set forth in general the nature of the business to be
transacted, provided however, that if the business of any meeting shall involve
an election governed by ARTICLE
ARTICLE XIII
Proxies
Section 1. At all corporate meetings of
members, each member may vote in person or by proxy.
Section 2. A11 proxies shall be in writing and
filed with the Secretary. No proxy shall extend beyond a period of eleven (11)
months, and every proxy shall automatically cease upon sale by the member of
his home or other interest in The Properties.
ARTICLE XIV
Books and Papers
Section 1. The books, records and papers of
the Association shall at all times, during reasonable business hours, be
subject to the inspection of any members.
ARTICLE XV
Corporate Seal
Section 1. The Association shall have a seal
in circular arm having within its circumference the words:
ARTICLE XVI
Amendments
Section 1. These By-Laws may be amended; at
a regular or special meeting of the members, by a vote of a majority off a
quorum of each class of members present in person or by proxy, provided that
those provisions of these By-Laws which are governed by the Articles of
Incorporation of this Association may not be amended except as provided in the
Articles of Incorporation or applicable law; and pro- vided further that any
matter stated herein to be or which is in fact governed by the Covenants and
Restrictions applicable to The Properties may not be amended except as provided
in such Covenants and Restrictions.
Section 2. In the
case of any conflict between the Article of Incorporation and these By-Laws,
the Articles shall control; and in the case of any conflict between the
Covenants and Restrictions applicable to The Properties referred to in Section
1 and these By-Laws, the Covenants and Restrictions shall control.
IN WITNESS WHEREOF, we, being all of the
directors of the PICKWICK AT ROCKY POINT BEACH CLUB, INC., have hereunto set
our hands this day of ,.197