Lindley Bay Association By-Laws
BY-LAWS
OF
LINDLEY BAY, INCORPORATED
As Amended 2024
ARTICLE I
Members
Section 1.01. Members. The members of the Corporation shall be limited to the subscribers to the Certificate of Incorporation and such individuals as may become members under sections 1.06, 1.09 hereof.
Section 1.02. Categories of Membership. There shall be multiple categories of LBA Membership, each of which has a suggested donation range:
- Families
- Couples
- Individuals
- Students
- Donation
Section 1.03. Dues. The entrance fees, if any, and annual dues of members shall be fixed by vote of the membership at the annual meeting and are subject to change. The dues may vary according to different categories of membership and may provide for reductions from the applicable annual rate of dues, depending upon the time of election of new members. Such annual dues shall be payable in advance annually or otherwise as provided by the membership at the annual meeting. From time to time there may be voted a special assessment for capital and other expenses not covered by dues.
Section 1.04. Term of Membership. Subject to the further provisions of these By-Laws, each member’s term of membership shall continue in effect from year to year.
Section 1.05. Voluntary Withdrawal. Any member wishing to resign from membership in the Corporation shall submit his resignation in writing prior to March 1 of the year in which such resignation is to be effective. The Board of Directors may, however, accept resignation of any member at any time verbally or in writing.
Section 1.06. Transfer of Membership. Subject to the further provisions of these By-Laws, any member may, by prior written notice to the Board of Directors, transfer such membership to any member of his family.
Section 1.07. Suspension and Termination of Membership. The membership in the Corporation of any member may be suspended or terminated for any activity or behavior which the Board of Directors in its discretion may deem contrary to the best interests of the Corporation, by resolution of the Board of Directors at any regular or special meeting of the Board, provided however, that prior to any such termination of membership, at least one month’s previous notice in writing shall have been given to the member, together with a copy of the charges, and a request that the member appear before the Board of Directors at a time fixed in the notice
Section 1.08. Obligations of Members. The cessation of membership in the Corporation of any member, whether by reason of death, resignation or otherwise, shall terminate all the rights and obligations of such member except such obligations as shall have accrued prior to such date.
Section 1.09. Death of a Member. Upon the death of a member, the spouse or child of such member may continue as a member.
Section 1.10. Privileges of the Buildings and Grounds. The family of a member shall be entitled to all the privileges of the Corporation.
Section 1.11. Admission of New Members. Candidates for admission as members may be proposed and voted on at any meeting of the membership, provided that each candidate be personally known and recommended by at least two members of the corporation present at the meeting or by proxy. Two negative votes shall be sufficient to defeat any candidate.
ARTICLE II
Meetings of Members
Section 2.01. Annual Meetings. The annual meetings of the members of the Corporation for the election of the Board of Directors and officers, and for the transaction of such other business as may properly come before such meetings, shall be held in July or August each year.
Section 2.02. Special Meetings. Special meetings of the members may be called at any time by order of the Board of Directors or the President or by order of one-third of the members (who shall give written notice thereof to the Secretary). When so called, the Secretary shall give notice thereof in the manner provided in Section 2.04 hereof.
Section 2.03 Place and Time of Meetings. Each meeting of members of the Corporation shall be held at the place (which may be within or without the state of New York) and time specified in the notice or waiver of notice thereof.
Section 2.04. Notice of Meetings. Notice in writing of all meetings of the Corporation shall be mailed to each member at least ten days before the meeting. Notice of any meeting need not be given to any member if waived by such member before or after such meeting. No notice of any adjourned meeting need be given.
Section 2.05 Quorum. The members present, in person or by proxy, at any properly warned meeting, shall constitute a quorum, provided that at least 2 officers and 6 or more additional members are present for the transaction of business. In the absence of a quorum, a majority of the members present in person or by proxy may by resolution adjourn the meeting from time to time for a period not exceeding twenty days in any one case. At any duly adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.
Section 2.06. Organization. At each meeting of the members of the Corporation, the President, or in case of the president’s absence or inability to act, the Vice President shall act as chair thereof. In case of absence or inability to act of the President and Vice President, a chairperson chosen by a majority of the members present in person or by proxy and entitled to vote shall act as chair thereof.
Section 2.07 Voting. At each meeting of the members of the Corporation, each member present in person or by proxy shall be entitled to cast one vote on any and all matters which shall come before the meeting. At each meeting of the members, all matters shall be decided by the affirmative vote of the majority of the members of the Corporation present at such meeting in person or by proxy, except those matters, the manner of deciding which is at the time otherwise expressly regulated by statute or by Section 3.05 hereof relating to the election of Directors, or by Section 1.11 relating to admission of new members.
Section 2.08. Proxies. Any member of the Corporation entitled to vote may, by an instrument in writing filed with the Secretary, appoint a proxy to act for such member as and to the extent therein provided. Such instrument may constitute the person therein named as proxy for such member for any period, but no proxy shall be valid after the expiration of eleven months from its date unless the member executing it shall have specified therein a longer duration. Any member may appoint such number of proxies as such member may determine.
ARTICLE III
Board of Directors (and Corporation)
Section 3.01. Powers. The activities, affairs, and property of the Corporation shall be managed, directed and controlled, and its powers exercised by the Board of Directors, except as otherwise provided by statute or by these by-laws.
Section 3.02. Number of Directors. The authorized number of Directors of the Corporation shall be a number, not less than five nor more than eleven, as may from time to time be determined at a meeting of the members of the Corporation.
Section 3.03. Qualification of Directors. All Directors shall be of full age, shall be citizens of the United States, and at least one a resident of the state of New York. Directors must be members of the Corporation, or a member of the immediate family of a member. At least one Director shall be under the age of thirty years and shall have a full vote in all matters of the Board and the Corporation even if there is another member of the family with a full vote. (The president, Secretary and Treasurer shall be ex-officio members of the Board if they are not already elected members of the Board.)
Section 3.04. Term of Office. Each Director (whether elected at an annual meeting of the members or to fill a vacancy or otherwise) shall continue in office until the close of election of Directors (until the close of regular business at) the annual meeting of the members of the Corporation next held after election and until a successor shall have been elected and shall have qualified, or until death, resignation or ineligibility.
Section 3.05. Vote at Election of Directors. At each meeting of the members of the Corporation for the election of Directors, the Directors to be elected shall be chosen by aplurality vote of the members present at such meeting in person or by proxy.
Section 3.06. Resignation. Any Director may resign at any time by delivering a written or verbal resignation to the President or the Secretary. The acceptance of any such resignation, unless required by the terms thereof, shall not be necessary to make same effective.
Section 3.07 Vacancies. Whenever the number of Directors shall for any reason be less than the authorized number, the vacancies, unless theretofore filled by the members of the Corporation, may be filled by the Board of Directors.
Section 3.08. Annual Meeting. The annual meeting of the members of the Corporation for the election of the Board of Directors and the officers of the Corporation and for the transaction of such other business as may properly come before it shall be held at the time and place designated in the notice sent to all members at least ten days before the meeting was to take place. If a separate meeting of the Board of Directors is to be held immediately before or after the meeting of the Corporation, no prior notice need be given.
THE ORDER OF BUSINESS for the annual meeting of the members of the corporation shall be as follows:
Approval of minutes of previous annual meeting and special meetings.
Treasurer’s report.
Secretary’s report.
President’s report.
Committee reports.
Setting of dues for current year.
Elections:
Board of directors:
President, for a three - year term.
Vice President, for a one- year term.
Secretary, for a one- year term.
Treasurer, for a one- year term.
Assistant Treasurer, for a one- year term, (optional)
Committees, to be appointed by President with Board approval.
New members.
Old business.
New business.
Adjourn.
Section 3.09. Other Meetings. Other meetings of the Board of Directors or the Corporation shall be held whenever called by order of the President or of any three members of the Board of Directors.
Section 3.10. Place of Meetings. Except as provided in Section 3.08 hereof each meeting of the Board of Directors or the Corporation shall be held at such place (which may be within or without the State of New York) as shall be specified in the notice or waiver of notice thereof.
Section 3.11. Notice. Notice of any meeting of the Corporation or the Board of Directors, other than the annual meeting, shall be mailed to each Director at least ten days before the meeting. Notice of any meeting of the Board of Directors or the Corporation need not be given to any Director or member if waived by that person in writing either before or after such meeting or if that person shall be present at the meeting. No notice need be given of any meeting neither of the Board at which all of the Directors shall be present nor of any adjourned meeting.
Section 3.12. Quorum. The presence at any meeting of the Board or Directors in person of not less than one-third of the Directors at the time in office shall be necessary and sufficient to constitute a quorum for the transaction of business. In the absence of a quorum, a majority of those present in person may by resolution adjourn the meeting from time to time for a period not exceeding twenty days in any one case. At any duly adjourned meeting at which a quorum is present, any business may be transacted at the meeting as originally called.
Section 3.13. Organization. At each meeting of the Board of Directors, (or the Corporation), the President, or in case of the President’s absence or inability to act, the Vice President, shall act as chairperson thereof. In case of the absence or inability to act of both such officers, a chairperson chosen from among the members by a majority of the members thereof present at the meeting shall direct the meeting.
Section 3.14. Voting. At all meetings of the Board of Directors, (or the Corporation), except as at the time otherwise expressly required by statute, all matters shall be decided by the vote of a majority of the Directors (or members) present at the meeting. The members of the Board of Directors shall act only as a board and the individual members thereof shall have no power as such.
Section 3.15. Annual Reports. The Board of Directors, through the President, shall present at each annual meeting of the members of the Corporation such report as at the time may be required by Section 46 of the New York Membership Corporations Law or other applicable statute. The Treasurer shall present a report, which will include a financial statement for the past year. The Secretary shall present a report if there is pertinent information in addition to the minutes of the previous meeting of interest to the membership. Committee reports shall be given when indicated.
ARTICLE IV
Officers
Section 4.01. Titles and Qualifications. The officers of the Corporation shall include a President, one or more Vice Presidents, a Secretary, a Treasurer, and such officers as the Board of Directors from time to time may appoint, for example, an Assistant Treasurer or Assistant Secretary. Any person may hold any two or more offices of the Corporation except those of President and Vice President. Each officer must be a member of the Corporation.
Section 4.02. Election and Term of Office. Each officer, other than the President, shall be elected for a one-year term by the members of the Corporation at their annual meeting, subject to re-election at the next annual meeting of the members of the Corporation. The members of the Corporation shall elect the President during the annual meeting, for an initial three- year term, subject to a one-time, three-year term re-election, to be held at the annual meeting during the President’s third year in office. Each officer, except the President, whether elected at the annual meeting or appointed to fill a vacancy, shall hold office until the close of business at the next annual meeting of the Corporation, or until the death, resignation or ineligibility of that person. The same shall hold true for the President after three years or until death, resignation or ineligibility of the President.
Section 4.03. Resignations. Any officer may resign at any time by delivering a written or verbal resignation to the President or the Secretary. The acceptance of any such resignation, unless required by the terms hereof, shall not be necessary to make same effective.
Section 4.04 Vacancies. The Board of Directors may fill any vacancy in an office due to death, resignation, or inability, for the unexpired portion of the term, or in the case of the President until the next annual meeting of the Corporation.
Section 4.05 Duties. The officers so chosen shall perform the duties which are usually performed by such officers, under direction and control of the Board of Directors, which shall have the full power to manage the affairs of the Corporation. The President and Vice President shall be members ex officio of all committees. The President, Vice President, Secretary and Treasurer shall be members ex officio of the Board of Directors.
ARTICLE V
Committees
Section 5.01. Building and Grounds Committee. Subject to the approval of the Board of Directors, the President shall appoint a Director and members of the Building and Grounds Committee which shall have overall charge for the maintenance of the tennis courts, supervision of play thereon, and may make rules and regulations appropriate to the activities under its supervision, all of which functions shall be subject to the direction and control of the Board. Notwithstanding the foregoing, however, no tennis court may be used except between the hours of 9 A.M. and 1 P.M. on any day unless prior permission is secured from the occupants of premises located on Rum Point, Grindstone Island, Clayton, New York.
One member of the Building and Grounds Committee will be responsible for coordinating a weekly baseball game, on the tennis courts or elsewhere. This will usually be on Saturday or Sunday at 3 P.M. The coordinator will schedule the games, notify the participants, make up the teams, keep score and record the results, or arrange someone else to do these things.
Section 5.02. Other Committees etc. The Board of Directors from time to time may appoint other committees, which shall have such powers and the members of which shall hold office for such periods as the Board of Directors from time to time may determine. The rules of procedure of such committees shall be determined from time to time by the Board of Directors or, if authorized by the Board of Directors, by the respective committees.
ARTICLE VI
Deposits, Checks, Loans, Contracts, Etc.
Section 6.01 Deposit of Funds. All funds of the Corporation not otherwise employed shall be deposited in such banks, trust companies or other depositaries as the Board of Directors from time to time may determine.
Section 6.02 Checks, etc. All checks, drafts, endorsements, notes and evidences of indebtedness of the Corporation shall be signed by such officer or agent or agents of the Corporation and in such manner as the Board of Directors from time to time may determine. Endorsements for deposits to the credit of the Corporation shall be made in such a manner as the Board of Directors from time to time may determine.
Section 6.03 Loans. No loans or advances shall be contracted on behalf of the Corporation, and no note or other evidence of indebtedness shall be issued in its name, unless and except as authorized by the Board of Directors. Any such authorization may be general or confined to specific instances and may include authorization to pledge, as security for loans or advances so authorized, any and all securities and other personal property at any time held by the Corporation.
Section 6.04 Contracts. No contract, other than in the ordinary course, may be
entered into on behalf of the Corporation unless and except as authorized by the Board of Directors;
any such authorization may be general or confined to specific instances.
ARTICLE VII
Compensation of Directors and Officers
Section 7.01. Compensation of Directors and Officers. The Directors and Officers of the Corporation shall serve without salary, compensation or emolument of any kind from the Corporation.
ARTICLE VIII
Reimbursement of Litigation Expenses of Directors, Officers, and Employees
Section 8.01. Reimbursement of Litigation Expenses. Any person made a party to any action, suit, or proceeding by reason of the fact that that person or that person’s testator or intestate is or was a director or officer or employee of the Corporation shall be indemnified by the Corporation against the reasonable expenses, including attorneys’ fees, actually and necessarily incurred by him in connection with the defense of such action, suit or proceeding, or in connection with any appearance therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such officer, director, or employee is liable for negligence or misconduct in the performance of that person’s duties. Such right of indemnification shall not be deemed exclusive of any other rights to which such director, officer, or employee may be entitled apart from the Article VIII.
ARTICLE IX
Seal
Section 9.01. Seal. The Board of Directors shall provide a corporate seal which shall be in the form of a circle and shall bear the name “Lindley Bay, Incorporated” and the words and figures “Corporate Seal of New York 1964”, or words and figures of similar import.
ARTICLE X
Fiscal Year
Section 10.01. Fiscal year. The fiscal year of the Corporation shall be January 01 through December 31.
ARTICLE XI
Amendment of By-Laws
Section 11.01. Amendment of By-Laws. All By-Laws of the Corporation shall be subject to amendment and repeal, and new By-Laws may be made, by the members of the Corporation or by the Board of Directors, at any annual or special meeting, the notice or waiver of which shall have specified or summarized the proposed amendment, repeal, or new By-Law, provided, however, that sections 1.06, 1.09, 1.11, 5.01, and this section 11.01 may be amended or repealed only by the unanimous vote of the members of the Corporation.
ARTICLE XII
Distribution of Assets
Section 12.01. Distribution of Assets In the event of dissolution of the Corporation, the distribution of its assets, after settlement of all debts and obligations, shall be determined by a vote of two thirds of the members of the Corporation and in accordance with the terms of the original donation of the property to Lindley Bay Incorporated.