Patchogue Civic Association  

BYLAWS OF THE PATCHOGUE CIVIC ASSOCIATION

ARTICLE I - NAME, PURPOSE

Section 1: The name of the organization shall be the PATCHOGUE CIVIC ASSOCIATION (the Association).

Section 2: The PATCHOGUE CIVIC ASSOCIATION is organized for the purpose of promoting civic betterment and improving the quality of life for the residents of the Incorporated Village of Patchogue (the Village).  With that goal in mind, the Association shall, at a minimum:

Work with residents, business owners,  government officials, and various organizations to identify and address important civic and social issues negatively affecting the residents of the Village;

1. Communicate its activities and points of view to its members, the community-at-large and other individuals who need to take action to advance the Association’s purpose;
2. Organize and/or participate in community and educational activities designed to advance the Association’s purpose;

ARTICLE II - MEMBERSHIP

Section 1: General Membership.  General membership shall consist of residents and business owners located within the boundaries of the Incorporated Village of Patchogue. Members must be at least eighteen years old and remain in good standing.

Section 2: Affiliate Membership.  Affiliate membership shall consist of other extant organizations with similar interests and purposes in and outside the Village of Patchogue invited to become affiliate members by the Association.  Affiliate members shall have the ability, in an organized fashion, to coordinate and integrate their activities with the Patchogue Civic Association through meetings established for that purpose.

ARTICLE III - MEETINGS

Section 1: Annual Meeting. The date of the regular annual meeting shall be set by the board of directors who shall also set the time and place.

Section 2: Special Meetings. Special meetings may be called by the president or at the request of other members of the Executive Committee.

Section 3: General Membership Meetings:      General membership meetings shall be held as determined by the board, but not less than once every three months.  The agenda for these meetings shall be set by the board in consideration of items submitted by general members.

Section 4:  Affiliate Membership Meetings:  Affiliate membership meetings shall take place on an ad hoc basis as determined by the Executive Committee.  Affiliate membership is established by a three-quarters (3/4) vote of the board.  Affiliate members may attend general membership meetings.

Section 5:  Quorum.  A quorum must exist for any action to be official.  Except as specified in Article IV, Section 5 of these bylaws, a general meeting quorum shall be 15 members in good standing.

Section 6:  Voting.  Unless specified otherwise in these bylaws, all issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.

Section 7:  Good Standing.  Any member is considered to be in good standing if they attend at least fifty percent of the general membership meetings in one year, is current on dues and has not been removed for cause, i.e., sanctioned by the board for behavior contrary to Association interests as determined by a majority vote of the board or any other reason.  A member may be removed for cause by three-quarters (3/4) vote of the board.  Any member removed for cause may re-apply for membership after a two year waiting period.  Reinstatement shall be at the discretion of the board by unanimous vote.  Only members in good standing may vote or hold office.

Section 8:  Robert’s Rules of Order.  All meetings shall be conducted in accordance with Roberts’s Rules of Order.  A parliamentarian shall, if necessary, be appointed by the president to advise the presiding officer of any meeting.

Section 9: Notice. Notice of each meeting shall be given to each voting member, by mail or e-mail, not less than ten days before the meeting.

The president shall be responsible for the day-to-day operation of the Association; convene regularly scheduled board, regular membership and affiliate meetings, decide all questions of order, appoint the chairs of standing committees and shall preside or arrange for other members of the board to preside at such meeting in the following order: 1st vice-president, 2^nd vice-president, treasurer, corresponding secretary, recording secretary and at-large members.  The president shall sign all contracts at the direction of the board and co-sign, with either the treasurer or 1^st vice-president, for any monies ordered paid by the Association.

The 1st vice-president will chair committees on special subjects as designated by the president, attend to Association business as assigned by the president, chair board and general membership meetings in the president’s absence and shall chair the Nominating Committee.

The 2^nd vice-president shall chair committees on special subjects as designated by board, attend to Association business as assigned by the president, chair board and general membership meetings in the absence of the president and 1^st vice-president and shall chair the bylaws committee.

The treasurer shall make a report at each board meeting. The treasurer shall chair the Finance Committee, assist in the preparation of the budget, keep the Association books, and make financial information available to board members and the general membership.

The corresponding secretary shall be responsible for sending out meeting announcements or notices required by these bylaws, drafting, distributing and mailing/e-mailing Association correspondence, drafting the Association newsletter, assuring that corporate records are maintained.

The recording secretary shall be responsible for attendance records, keeping records of board actions, including overseeing the taking of minutes (APPENDIX A) at all general and board meetings, distribution of the Association minutes and newsletter, the maintenance of membership rosters, including at least name, address, e-mail address and telephone numbers.

At-large members of the board shall, where necessary or at the request of the president, chair committee meetings, one of which shall be the membership committee and carry out the duties and responsibilities of the Association officers in their absence.  One at-large member, as assigned by the president, shall be responsible for maintaining the Association web page.

Section 8: Vacancies. When a vacancy on the board exists, nominations for new members may be received from the nominating committee by the secretary two weeks in advance of a board meeting. These nominations shall be sent out to board members with the regular board meeting announcement, to be voted upon at the next board meeting. These vacancies will be filled only to the end of the particular board member's term.

Section 9: Resignation, Termination and Absences. Resignation from the board must be in writing and received by the secretary. A board member shall be dropped for excess absences from the board if s/he has three unexcused absences from board meetings in a year. A board member may be removed for cause or other reasons by six (6) votes of the remaining directors.

Section 10: Special Meetings. Special meetings of the board shall be called upon the request of the president or a simple majority of the board members. Notices of special meetings shall be sent out by the corresponding secretary to each board member and shall be postmarked two weeks in advance.

ARTICLE IV - BOARD OF DIRECTORS

Section 1: Board Composition, Role, Size, Compensation. The board is comprised of the six (6) officers of the Association and two (2) at-large members selected from the general membership. The board, in consultation with the Association general membership, is responsible for overall policy and direction of the Association, and delegates responsibility for day-to-day operations to the President and the Association committees. The board receives no compensation other than reasonable expenses.

Section 2: Meetings. The board shall meet at least quarterly, at an agreed time and place designated by the president.

Section 3: Board Elections. Election of new directors or election of current directors to a second term will occur as the first item of business at the annual meeting of the Association. Directors will be elected by a majority vote of the members at the annual meeting.  The Nominating Committee shall present a slate of nominees for each position to the president at least one month prior to the annual meeting.  A special election shall be called to replace a director who is removed for cause, steps down or resigns for any reason.  Election of directors shall be staggered so that the entire board is not replaced at one time.

The initial directors of the Association shall be selected by the incorporators of the Association. 

Section 4: Terms. Except for the initial Association board whose terms shall be staggered. All board members shall serve 3 year terms, but are eligible for re-election. Board members may only serve for two consecutive terms, but may be re-elected after a hiatus of at least one term.  The staggered terms of the initial Association board shall be decided by the incorporators and memorialized in minutes.

Section 5: Quorum. Any Association board meeting must be attended by at least fifty percent (50%) of the board members before business can be transacted or motions made or passed. 

Section 6: Notice. An official board meeting requires that each board member have written or e-mail notice ten days (10) in advance.

ARTICLE V – STANDING COMMITTEES

Section 1: The board may, by a three-fourths (3/4) vote, create committees as needed. The board president appoints all committee chairs.

Section 2: Executive Committee. The six (6) officers of the board shall serve as the members of the Executive Committee. Except for the power to amend the articles of incorporation and bylaws, the Executive Committee shall have all of the powers and authority of the board of directors in the intervals between meetings of the board of directors, subject to the direction and control of the board of directors.

Section 3: Finance Committee. The treasurer is chair of the Finance Committee, which includes three other Board members and may include general members for assistance and expertise. The Finance Committee is responsible for developing and reviewing fiscal procedures, the annual budget, and the appropriateness of Association expenditures. The board must approve the budget, and all expenditures must be within the budget. Any major change in the budget must be approved by the board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the board showing income, expenditures and pending income. The financial records of the organization shall be made available to the membership.

Section 4:  Nominating Committee.  The 1^st vice-president is chair of the Nominating Committee, which shall include two other board members and three general members selected by the 1^st vice-president.  The Nominating Committee is responsible for recommending a slate of at least two members to the board whenever a board position must be filled.  These recommendations, where possible, shall be made one month in advance of the time the position must be filled. The board may, for good cause, add names to the slate.

Section 5:  Bylaws Committee.  The 2^nd vice president is the chair of the Bylaws Committee, which shall include one other board member and three general members.  The Bylaws Committee is responsible for recommending changes to the bylaws to the board whenever changes are determined to be needed.  The Bylaws Committee will accept recommendations for changes from board members and general members.

Section 6:  Membership Committee.  The Membership Committee shall be chaired by an at-large member of the board selected by the board president.  The Membership Committee is responsible for identifying and processing new general and affiliate members into the Association.  The committee shall meet as necessary to carry out its charge.

ARTICLE VI- DUES

Section 1:  Dues.  Dues for all members (residents, resident households, business owners, affiliates) shall be set by the Executive Committee, shall not be excessive and shall bear a close relationship to the financial needs of the Association as recommended by the Finance Committee.  The incorporators shall set the initial dues amount.

ARTICLE VII – AMENDMENTS

Section 1: These bylaws may be amended when necessary by a three-fourths (3/4) vote of the board of directors. Proposed amendments must be submitted to the secretary to be sent out with regular board announcements.

These bylaws were approved at a meeting of the incorporators on….