name of this organization shall be Mill Brook
Civic Association, Inc.
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.
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.
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.
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.
- V OFFICERS
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.
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.
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.
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.
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.
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.
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.
3. Each director shall be a member in good standing
of the Association at the time of election and
throughout the director's tenure.
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
VII- QUORUM AND VOTING
1. All persons over the age of eighteen
are eligible to vote, voting is limited to one
vote per household.
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
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.
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.
5. The Board of Directors, Officers and
Committees of this Association may vote by electronic
mail whenever necessary.
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.
VIII FISCAL OPERATIONS
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.
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.
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.
IX PROPERTY AND RECORDS
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
X VACANCIES, REMOVALS & RESIGNATIONS
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
2 A vacancy in the office of President due
to actual or constructive resignation, shall be
filled by the Vice-President.
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.
XI NOMINATIONS, ELECTIONS AND TERM OF OFFICERS
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
1. The annual meeting of this Association
shall be held in March to elect directors and
conduct any other business stated in the meeting
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.
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.
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
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.
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.
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
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
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.
XV -- DISSOLUTION
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
XVI -- AMENDMENTS
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.
XVI -- CONSTRUCTION
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.