THE PINEHURST BEACH PRESERVATION SOCIETY, INC.

 

BY-LAWS OF THE SOCIETY

Article I -The Society

Section 1 - Charter

 

The name of the organization governed by these by-laws shall be The Pinehurst Beach Preservation Society, Inc. (hereinafter: The Society). The Society has been established in accordance with the requirements of the Not-for-Profit Corporation Law (N-PCL) 201 as a Type A not-for-profit organization with members. The Society shall be governed by a Board of Directors in accordance with the Not-for-Profit Corporation Law (N-PCL) 201.

 

Section 2 – Offices

 

The principle office of The Society shall be in the Hamlet of Lake View, Town of Hamburg, County of Erie, and State of New York. The Society may also have offices at such other places within or without this state as the board may from time to time determine or the business of The Society may require.

 

Section 3 – Mission

 

To provide access to the shore of Lake Erie for the mutual assistance, enjoyment, entertainment, and improvement of residents of the Pinehurst Community; to purchase, own, improve, maintain, and preserve access to Pinehurst Beach for use of said residents; to foster, expand, and perpetuate membership participation in the preservation of the Pinehurst beach shoreline; and to promote the improvement of said residents socially and physically by encouraging them to participate in the preservation and recreational use of said shoreline.

Section 4 - Area Served

 

The area served by The Society shall be the Pinehurst community as established by the following geographical boundaries:

  • The shoreline of Lake Erie creating the Western Boundary
  • All of Dover Road creating the Northern Boundary
    • The intersection of Dover Road and Old Lakeshore Road shall be the northernmost boundary for Old Lakeshore Road and will be bounded by this intersection, as there is no property of concern immediately adjacent and to the north of this intersection.
  • All of Ainslee Lane and all of Hewson Road forming the Southern Boundary
    • The intersection of Ainslee Lane and Old Lakeshore Road shall be the southernmost boundary for Old Lakeshore Road and will be bounded by the property numbered 5789 Old Lakeshore Road, which is included in said boundary.
  • The westbound side of New York State Highway Route 5 – Lakeshore Road to the East

No residential or commercial property with an address of New York State Highway Route 5 – Lakeshore Road are included in this boundary.

 

 

Article II - Membership

 

Section 1 – Membership Qualification Criteria

 

Membership to The Society is limited to the property owners within the previously mentioned geographical boundaries of the Pinehurst community to which The Society serves. Persons within the geographical boundaries who are interested in seeking membership must:

  1. Pay a one-time membership initiation fee, of which the Board of Directors will vote on each year at the concluding meeting to determine said fee for prospective members joining during the next calendar year
  2. Pay annual dues for the calendar year you will be an active member, of which the Board of Directors will vote on each year to determine said fee based on the operating costs and expenses of the society
  3. Agree to abide by all rules and regulations of The Society, which shall be established and annually reviewed for correctness and completeness by the Board of Directors.

 

Section 2 – Membership Fees and Dues

 

Upon acceptance of a membership application made by prospective members, a one-time membership initiation fee shall be required for any property that does not have or has lost its membership rights. A property has membership rights if, since the incorporation of The Society, a property owner for a specific property became a member at any time, remained in good standing with The Society, and maintained payment of annual dues.

 

If a member loses their property’s membership privileges by means of membership misconduct as it pertains to the rules and regulations of The Society, breaking any local, county, state, or federal law while on the property of The Society, or failing to pay membership dues for the calendar year within the established timeframe after the Annual General Membership Meeting, the membership rights will be revoked, no refund of any paid monies will be given, and a new initiation fee and annual dues will be required for the property. This privilege will be pending the approval of the Board of Directors to re-grant membership to the current property owner.

 

The initiation fee will be voted on by the Board of Directors each year at the concluding meeting to determine said fee for prospective members joining during the next calendar year. Once approved by the Board of Directors, the initiation fee will take affect for prospective membership applications postmarked on or received in person during the next calendar year. The Board of Directors may decide to permit this fee to be paid in installments if the annual dues are paid in full with the first payment. The payment plan and terms will be described to the prospective member(s) should the Board of Directors approve such a plan. The calendar year for the purpose of the initiation fee will run from 1 January to 31 December of any given year.

 

The annual dues will be voted on by the Board of Directors each year at the concluding meeting to determine said dues for members in good standing. Once approved by the Board of Directors, the amount for the annual dues will take affect for the next calendar year. The calendar year for the purpose of determining when the dues are in effect will run from 1 January to 31 December of any given year.

 

For current members of The Society in good standing, membership dues will be due no later than the AGM of which they have been a member as of 1 January of the calendar year. New members will be given a choice of paying the annual dues and receiving access immediately or wait until the next calendar year to pay dues and be granted access thereafter. The dues will apply for the calendar year in which they are paid and are not pro-rated.

 

Section 3 – Membership Meetings

 

Regular meetings of The Society shall be held quarterly during the months of February, May, August, and November, one of which will be the Annual General Membership Meeting.

 

The Annual General Membership Meeting (AGM) of The Society shall be held between 1 May – 30 June. The Board of Directors will specify such a date, time, and location at the Director’s Board Meeting proceeding this time period. The Secretary shall cause to be mailed to every member in good standing at the member’s address as it appears on the membership roll of The Society a notice stating the time and place of the AGM no later than one (1) month prior to the date established by the Board of Directors.

 

If the date of a Membership Meeting is changed for any reason, the Secretary shall cause to be mailed to every member in good standing at the member’s address as it appears on the membership roll of The Society a notice stating the time and place of the rescheduled meeting as soon as the rescheduled date is known, but no later than two (2) weeks before the rescheduled date. The date of the rescheduled meeting shall not precede the date originally established by the Board of Directors for the calendar year’s AGM nor fall outside the calendar months established by these bylaws. The date shall fall on a date where The Society can give ample notice to The Membership as set forth in these bylaws.

 

The presence at any Membership Meeting of not less than five (5) members shall constitute a quorum and shall be necessary to conduct the business of The Society. However, a lesser number may adjourn the meeting for a period of not more than two (2) weeks from the date scheduled as set forth in these bylaws for the AGM.

 

If a Membership Meeting is adjourned for lack of a quorum to conduct business, the Secretary shall cause to be mailed to every member not present for the meeting, who remains in good standing at the member’s address as it appears on the membership roll of The Society a notice stating the time, place, and reason of the rescheduled meeting as soon as the rescheduled date is known, but not less than one (1) week prior to the rescheduled meeting.

 

A membership roll showing the list of members as of the record date, certified by the secretary of The Society, shall be produced at any meeting of members upon the request of any member who has given written notice to The Society at least ten (10) days prior to such meeting. All persons appearing on such membership role shall be entitled to vote at the meeting.

 

Section 4 – Special Meetings

 

The Board of Directors may call special meetings of The Society when the need should arise. The secretary shall cause a notice of such meeting to be mailed to every member who remains in good standing at the member’s address as it appears on the membership roll of The Society a notice stating the date, time, place, and purpose or reason of such meeting at least ten (10) days prior to the meeting. No other business but that specified in the notice may be transacted as such special meeting without the unanimous consent of all who are present at such meeting.

 

Section 5 – Fixing the Record Date

 

For the purposes of determining the members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining the members entitled to receive any distribution of any allotment of any rights, or for the purpose of any other action, The Board shall fix, in advance, a date as the record date for any such determination of members. Such date shall not be no more than fifty (50) or less than ten (10) days before any such meeting, nor more than fifty (50) days prior to any other action.

 

Section 6 – Action By Members Without a Meeting

 

Whenever members are required or permitted to take any action by vote, such action may be taken without a meeting by written consent, setting forth the action so taken, signed by all the members entitled to vote thereon.

 

Section 7 – Business at Membership Meetings

 

Business at Membership Meetings shall follow Roberts Rules of Order Newly Revised when conducting business and Membership Meetings. The order of business at all meetings of The Membership shall, at a minimum, be as follows:

  1. Reading of minutes of the preceding meeting
  2. Reports of Committees
  3. Reports of Officers
  4. Old and Unfinished Business
  5. New Business
  6. Correspondence
  7. Adjournment

 

Article III - Board of Directors

Section 1 - Function of the Board

 

The Board of Directors shall have the responsibility of managing and controlling the affairs of The Society, and shall have all the powers and duties of Boards of Directors as set forth in Article 7 of N-PCL of New York State. The Board of Directors shall follow Roberts Rules of Order Newly Revised when conducting business and Membership Meetings.

Section 2 - Number and Composition

 

The Society shall establish one (1) Board of Directors of The Pinehurst Beach Preservation Society, Inc. (herein referred to as The Board), of which there shall be no less than (5) members sitting on the board. The membership cap for members on the board shall be reviewed each year by The Board of Directors and adjusted if necessary. Each board member must each at least eighteen (18) years of age and a member in good standing with The Society at the time of their election.

 

 

 

 

Section 3 - Executive Committee

 

The Society shall establish one (1) nonpartisan governing body of four (4) members. These members will constitute the Executive Board of The Pinehurst Beach Preservation Society, Inc. (herein referred to as the Executive Committee). The Executive Committee shall consist of the Officers, which shall include President, Vice-President, Secretary, and Treasurer. The Executive Committee shall make up at least the first four (4) members of the Board of Directors.

The Executive Committee, in intervals between meetings of the Board of Directors, may transact such business of The Society as The Board may authorize during previously held board meetings. In extreme circumstances that may be time sensitive, the Executive Committee may act in good faith to conduct business that is essential to the organization AND that a quorum of the Board would normally, under regular circumstances, vote to approve. The Executive Committee may not make removals from office without a quorum of The Membership present to approve such actions.

Section 4 - Term of Office

 

The term of office of all officers and board members shall be one year. Each director shall hold office until expiration of the term for which the member was elected and until a successor is elected and has qualified, or until the member’s resignation or removal from The Board. Terms of officers and directors shall begin on the date of the AGM in which they are elected by the membership and end at the conclusion of the following year’s AGM, unless re-elected and accepting the subsequent appointment.

 

Section 5 – Quorum of Directors

Unless otherwise provided in the certificate of incorporation, a simple majority of the entire board shall constitute a quorum for the transaction of business or of any specified item of business per Roberts Rules of Order Newly Revised. Quorum consists of those present.

Section 6 - Nomination Procedures

 

The Secretary shall cause to be mailed to every member in good standing at the member’s address as it appears on the membership roll of The Society a call for nominations and volunteers for available Board Member positions, including Executive Board positions and Board of Director positions. This call shall be mailed one (1) month before the AGM to The Membership with the notice for the date, time, and location of the AGM. The call for nominations will include:

  • Means and procedures for nominating self or others for positions
  • When, where, and how to return nominations to the current Board of Directors
  • Qualifications, expectations, duties, and responsibilities for each available position
  • Instructions pertaining to how and when The Membership may vote
  • The deadline for nominations to be received by The Board shall be date and time of the AGM.

Section 7 – Voting

 

Voting for the available positions shall be by popular majority vote available to all members in good standing with The Society as of the start of a calendar year. Voting will take place at the AGM by all who are present. Members who are absent from the AGM will forfeit their vote.

Section 8 - Removal from Office

 

The Board of Directors shall have the power to remove a Director from office with cause by a majority vote of the Directors. The Board shall provide the director in question a Notice of Removal in writing thirty (30) days prior to the next regularly scheduled board meeting. The notice shall detail their right to appeal to the board at this meeting, as well as their right to be present for the vote.

 

A Director to be removed may appeal the board to make a case for continuing service or ask to leave on their own accord. The Director to be removed shall be temporarily relieved of his or her duties until a vote has taken place and a resolution is reached.

 

If within this time frame of the Notice of Removal the member has not voluntarily stepped down, the member attends the scheduled meeting to appeal, or the member fails to show without requesting a later date, the vote can and shall take place if a quorum of The Board is present. The vote shall take place on the originally scheduled board meeting date unless a later date was requested, at which point the vote shall take place on that date regardless of whether or not the Director to be removed attends.

Section 9 – Leaving Office and Director Vacancies

 

If a Director finds he or she no longer wishes to serve on the Board, finds he or she is unable to carry out the mission of The Society, or he or she can no longer carry out the duties charged in the position he or she has been elected to with competency, the Director shall submit to the Board in writing their Resignation and Intent to Leave at least thirty days prior to the effective date.

 

The President shall acknowledge and confirm the member’s decision to resign in writing. In the event this vacancy on the Board occurs during an unexpired term, a successor Director shall be nominated and elected by the remaining Directors to serve until the remainder of the unexpired term. A quorum of the Board is not necessary for this vote as long as the entire Executive Committee is present, but the persons to be elected to the position must be present at the meeting in which the vote takes place.

Section 10 - Indemnification

 

The Society shall indemnify its Officers and Directors to the extent provided by law, for any and all liability for their acts or omissions as Officers, or Directors of the Organization.

Article IV - Meetings of the Board of Directors

Section 1 - Regular Meetings

 

Regular meetings of the Board of Directors shall be held at least twice annually. Members wishing to address the Board with a concern must do so in writing and mailing to the address of The Society. The Board will review the letters mailed to them at their earliest convenience and will respond in writing at their earliest convenience. These meetings are closed to the public.

Section 2 - Special Meetings

 

Special meetings may be called by the President or upon request of three of the Directors. These meetings are closed to the public.

Section 3 - Notices

 

Notification of all meetings shall be made within a reasonable time frame to the Directors whose presence is required unless waived by the Directors.

Article V - Committees

Section 1 - Standing Committees of the Board

 

The Board of Directors may establish standing committees by Board resolution. These committees may or may not be ad hoc committees. The Board shall determine the charge, the membership, and the term of each committee.

Section 2- Appointments to Board Committees

 

The President shall have the power to appoint the members of all Board committees and to designate the Chairperson. Appointments to the Nominating Committee shall be confirmed by a vote of the Board of Directors.

Article VI - Finance Accounting

Section 1 - Fiscal Year

 

The fiscal year shall be 1 January through 31 December.

Section 2 - Disbursal of Funds

 

The Treasurer is empowered to disburse The Society’s funds based on fiscal decisions made by The Board. In the absence of the Treasurer, the President and The Chairman of the Board are empowered to disburse The Society’s funds. The Board of Directors may, at its discretion, audit all disbursements.

Article VIII - Construction and Amendments

Section 1 - Construction

If there are any conflicts between the provisions of the certificate of incorporation and these bylaws, the provisions of the certificate of incorporation shall govern.

 

Section 2 - Amendments

The By-Laws may be amended by a two-thirds vote of those Directors present at a meeting of the Board of Directors, provided that the written text of the proposed amendment was sent to all Directors with the notice of the meeting, or as otherwise provided in N-PCL of the State of New York.