By-Laws

ARTICLE I

Organization

  1. Name: The name of this organization shall be “Port Washington Estates Association, Inc.” (in these By-Laws sometimes referred to as the “corporation” or the “Association”).

  2. Incorporation: The Association is incorporated as a membership corporation in the state of New York.

ARTICLE II. Membership

  1. Regular Membership in the Association is conferred upon any Owner of real property designated on a certain map on file in the office of the Clerk of the County of Nassau entitled “Revised Subdivision Plan of Port Washington Estates, made by R.C. Harrington, Surveyor, October, 1912” or on a certain map on file in the office of the Clerk of the said county entitled “Map of Bayview Terrace, Property formerly owned by Cariton M. Prankard” Beginning with the 2013 Membership Year (October 1, 2012 through September 30, 2013), and for each Membership Year thereafter, annual membership dues and/or initiation fee(s) as may be set by The Board of Directors shall be mandatory in order for Regular Membership to be in good standing. Such mandatory dues and/or fees must be paid and kept current for each Membership Year thereafter in order for the owner(s) and/or resident(s) of each property designated herein to enjoy the property and facilities and all other benefits of membership in the Association.

  2. Any such Regular Member parting with his title to real property entitling him to eligibility to regular membership in the Association shall thereby automatically cease to be a Regular Member of the Association and thereby surrenders all his rights in the property of the Association.

  3. The Board of Directors may, at its discretion, set an reinstatement fee to be paid by any Member of the Association that has not paid the annual membership dues for the immediately preceding Membership Year Such reinstatement fee (if any) shall be paid in addition to the regular annual membership dues and/or any other fees as the Board of Directors may require.

  4. Any person who, as of January 1, 1960 or thereafter, has been a regular member or non-voting member of the Association for a period of at least 25 years and whose Association dues and/or fees are current shall be designated as Regular Old Time Member(s) in good standing and  shall pay annual dues as recommended by the Board.

  5. The dues from all membership categories will be recommended by the Board and approved by a vote of the eligible members at the Associations’ General Membership meeting.

  6. Only regular members in good standing (i.e. those whose Association dues and/or fees are current) shall be entitled to one vote per household in association matters. Unless otherwise specified herein, a majority vote (i.e. 50 percent plus one (1)) of Regular Members in good standing present or represented by qualified proxy is required in order for a question or issue to prevail.

7. All new members, who purchase subsequent to January 1, 2013, shall have an email address on file with the Association. The member hereby consents to the use of the email address for the receipt of any notices the Association is required to send out.

  1. Membership Categories:Regular Member – refers to the real property located within the boundaries of the

Association as designated in ARTICLE II, Section 1 of these By-Laws.

Regular Member in good standing: (are voting eligible owner(s) of a property located within the boundaries of the Association and from whom all required Association dues and/or fees of such property are paid and current.)

Regular Old Time Member in good standing; (are voting eligible owner(s) of a property located within the boundaries of the Association as determined by the provisions of Section 7 of this ARTICLE; and from whom all required Association dues and/or fees of such property are paid and current.)

ARTICLE III.

Officers and Their Duties

1.The officers of the corporation shall be a President, a Vice-President, a Secretary, and a Treasurer, all of whom shall be elected by the Board of Directors from among its members.

2.The President shall when present preside at all meetings of the corporation and of the Board of Directors, and shall exercise the usual duties of a President.

3.The Vice-President shall when present preside at all meetings of the corporation and of the Board of Directors in the absence of the President. The Vice-President shall be vested with all the powers and shall perform all the duties of the President in the absence or disability of the latter. If neither the President nor the Vice-President be present at any meeting, the members present may elect a temporary presiding officer from among their number.

4.The Treasurer shall collect all revenues of the corporation and shall pay all debts of the corporation authorized by the Board of Directors. He may also pay current debts and accounts of the corporation not expressly authorized by the Board of Directors, not exceeding in the aggregate, however, the sum of $2,000.00 per month to any single vendor or payee. He shall keep the accounts of the corporation and at the first regular meeting of the corporation and of the Directors each year he shall submit to the meeting an annual report. He shall also report at each regular meeting of said corporation the financial condition of the corporation if required by the Board. His accounts and reports shall be subject to such direction and to such audits as the board of Directors may prescribe. He shall also keep and accurate roll of the membership of the corporation, and shall provide the Secretary with a list of members and their addresses. In case any member be in arrears of any sum due the corporation, the Treasurer shall report the fact to the Board of Directors at its next meeting.

5.The Secretary shall keep the minutes of all meetings of the corporation and of the Board of Directors and shall give all notices of such meetings as hereinafter provided, he shall conduct all correspondence of “the corporation and shall keep files of all correspondence sent out and received.

6.Each officer shall also perform such other duties as may be assigned to him by the corporation or the Board of Director.

**ARTICLE IV.**The Board of Directors

1.Only a regular member in good standing shall be eligible to be a Board Director.

2.The Board of Directors shall consist of not less than seven (7), nor more than nine (9) members,

each of whom shall be chosen for a term of three years, three directors to be elected in each year.

In the event there are seven (7) members, a quorum of four (4) members is needed. In the event

there are eight (8) or nine (9) members, a quorum of five (5) members is needed. The Board of Directors shall fill by appointment the unexpired term of any vacancy occurring in the office of a Director.*

** It is the policy of the Board of Directors to invite the retiring President of the Association to attend meetings of the Board of Directors during the period that his successor is in office as President. This policy is designed to make available to the Board of Directors the advice and guidance of the retiring President. The retiring President has no vote at meetings.*

3.The Board of Directors shall control and manage the affairs, funds, property and expenditures of the corporation except as herein otherwise provided; and shall carry out its corporate purposes and execute its By-Laws.

4.At its first regular meeting in each year the Board of Directors shall elect from its own number the President, Vice- President, Secretary and Treasurer of the corporation, who shall hold office for one year thereafter and until their successors are elected.

5.The regular meetings of the Board of Directors shall be held quarterly beginning immediately after the first annual meeting of the corporation each year. Special meetings may be called at any time by the President (or in his absence by the Vice-President) or Secretary and shall be so called upon the written request of any two members of the Board. Two days’ notice in writing or by email shall be given of all meetings except special meetings which may be held on twenty-four hours’ email or oral notice.

6.At all meetings a majority of the Board of Directors shall constitute a quorum.

ARTICLE V

Meetings of the Corporation

1.The annual meeting of the corporation shall be held in September each year at such date, hour and place as the Board of Directors shall fix. A special meeting of the corporation may be called at any time by the President (or in his absence the Vice-President) or Secretary, and shall be so called upon written request of any five regular members in good standing. Ten days’ notice of the time and place of each annual meeting shall be given via the email address on file with the Association, if applicable.  Any member without an email address on file shall receive notice via regular mail. Special meetings may be called on five days’ notice.

2.At all meetings of the corporation, ten regular members in good standing shall constitute a quorum for the transaction of business.

3.At all meetings of the corporation all regular members, and regular old time members, in good standing may vote. Each such regular member shall be entitled to one vote per household**. Unless otherwise specified herein, a majority vote (i.e. 50 percent (%) plus one (1)) of Regular Members in good standing present or represented by proxy is required in order for a question or issue to prevail.** Voting shall be by those members in good standing actually present or by proxy granted to another member in good standing provided that such proxy contains

  1. specific statement of the proposition upon which said proxy is to be exercised,

  2. provision of designation “yes” or “no” on such proposition,

  3. requires that the proxy be voted in accordance with such designation and

(d) provided further that the materials soliciting such proxy shall have been sent to each member in good standing at least 10 days prior to said meeting, except that without complying with the foregoing requirements any member in good standing may represent at any meeting not more than one other member in good standing who has given to him a written proxy.

**ARTICLE VI.**Dues, Expulsion Use of Property

1.The annual dues shall be paid on or before the 31st day of March of each Membership Year.

2.Beginning with the 2013 Membership Year and each year thereafter the Treasurer shall send or cause to be sent, on or about the first day of January, a notice of dues and/or reinstatement fee(s) to the owner(s) and/or resident(s) at the address of each property designated in ARTICLE II, Section 1 of these By Laws.  A second notice shall be sent to each such owner(s) and/or resident(s) whose dues remain unpaid on March 1st of each year and if the dues remain unpaid on June 1st of that year, the owner(s) and/or resident(s) of such property shall thereupon cease to be entitled to the use and enjoyment of the property and facilities of the Association for the remainder of the Membership Year. If such dues remain unpaid as of the last day of each Membership Year (September 30th), the owner(s) and/or resident(s) of such property shall cease to be entitled to the rights and privileges as a Regular Member in good standing of the Association and shall thereby surrender all his or her rights in the property of the Association. The owner(s) and/or resident(s) of such delinquent property may be reinstated upon tendering the total sum of dues and/or reinstatement fee(s) and/or such other fees that the Board may have required and that are in arrears (including current dues) that remain unpaid for and after the 2013 Membership Year at the time of his application for reinstatement. The action of the Board of Directors in denying reinstatement to any person may be reviewed at any meeting of the Association and the person applying may be reinstated by a majority vote of the regular members in good standing of the Association and the person applying may be reinstated by a majority vote of all the regular members in good standing of the Association at any such meeting and upon the member paying all dues and/or reinstatement fee(s) in arrears that may have accumulated since the 2013 Membership Year and dues for the current year. A former member also has the right to apply for membership under Article II.

3.Any member may be suspended or expelled for good cause shown by a unanimous vote of the Board of Directors or by a vote of two-thirds of the members in good standing present at a regular or special meeting of the corporation: Notice in writing stating the ground of the proposed suspension or expulsion having been delivered or mailed to the member ten (10) days before the meeting. The corporation may rescind any such action and reinstate the member, upon or without conditions, by a unanimous vote of the regular members in good standing present at an annual or special meeting provided written notice has been given of such proposed action. Any action taken by the board, under this Article VI Par. (3) shall only affect the owner(s) and/or resident(s) and shall not, in any way, affect the real property owned by the member.

4.Members of the family of a member and guests of members may enjoy the use of the property of the Association subject to such rules and regulations as may be prescribed by the Board of Directors, provided such member is in good standing. But no guest privilege shall be extended on more than one occasion in any one year to persons eligible to regular membership, or any member of the family, or any tenant of such a person.

5.A charge, in an amount to be determined by the Board of Directors, will be made for the storage of boats on any of the Association’s property including, without limiting the generality of foregoing, the boat float and the boat rack.

6.The Board of Directors may take such action as it deems necessary and practical in order to collect  the dues and/or other fees that are owed to the Association.

7.The Board of Directors may take such action as it deems necessary and practical to inform any Member, potential member or authorized third party of any kind whatsoever, of any delinquency owed by the member to the Association; and such notice shall clearly state that the right to the use and enjoyment of the property and facilities, and all other benefits of membership in the Association may only be reinstated provided any and all delinquent dues and/or any other fee(s) that have accumulated since the 2013 Membership Year are paid in full .

ARTICLE VII

Committees

  1. Standing Committees. The President, with the approval and consent of the Board of Directors, shall appoint within a reasonable time after the annual meeting of members, the following standing committees:

  • Audit Committee

  • Beach Committee

  • Building Committee

  • Civic Committee

  • Entertainment Committee

  • Legal Committee

  • Membership Committee

Members of such committees shall hold office for a term of one (1) year or until their successors shall be appointed.

  1. Other Committees. The President or the Board of Directors may at any time appoint any other committees on any subject for which there is no standing committee as he or the Board of Directors may determine expedient or advisable.

  2. Duties of Committees. Standing committees and other committees appointed in accordance with the provisions of Section 2 of this Article VII shall have such powers and duties as may be conferred upon them by the Board of Directors; provided, however, that the Board of Directors shall elect, from the membership of the Civic Committee, a represent the Association on the Port Washington Civic Council and such representative, alternate and substitute shall represent the Association and its members on the said Port Washington Civic Council in all matters consistent with the object of the Association as set forth in its Certificate of Incorporation.

  3. Quorum. A majority of any committee of the Association shall constitute a quorum for the transaction of any business.

  4. Vacancies. The Board of Directors shall have the power to fill vacancies in the membership of any committee.

ARTICLE VIII. Miscellaneous

  1. Any notice required to be given hereunder may be waived in writing, or by email, by any person or persons entitled to such notice. Any notice so required shall be sufficient if mailed, or emailed, to the person entitled thereto at his last known Post Office address, or email address, and shall be deemed to have been given on the date of such mailing or emailing.

  2. These By-Laws may be amended at any annual or special meeting of the corporation; provided that written notice of any proposed amendment shall have been given in the notice of the meeting. In order for an amendment(s) to these By-Laws to be adopted, such amendment(s) must receive not less than a majority vote (i.e. 50 percent (%) plus one (1)) of Regular Members in good standing present or represented by proxy