BY – LAWS OF FOREST HILLS GARDENS CORPORATION
(As amended and adopted at the Annual Meeting of the Forest Hills Gardens Corporation on December 11, 2002.)
Article I
Purpose
The purpose of the Corporation shall be to promote and to sustain in Forest Hills Gardens in all suitable ways the living and aesthetic conditions for which the Gardens was founded; to act as the common agency of the property owners towards attaining these ends; to enter into make, perform and carry out contracts of any kind and for any lawful purpose pertaining to the objectives of the Corporation, to hold title to real property, and to have, possess and exercise such other powers as shall be incident to the carrying out of any of the purposes for which the Corporation was formed or which shall be convenient to their exercise.
Article II Membership
All persons or corporations who or which are record owners of real estate in Forest Hills Gardens, as shown on “Map No. 3 of Forest Hills Gardens”, are ipso facto members of the Corporation. Each member in good standing shall be entitled to one vote except as hereinafter stated. Any such real estate owned by more than member, whether jointly, as tenants in common, tenants by the entirety, or otherwise, shall render them entitled to only one vote. Any Corporation, including any cooperative corporation which may own any such real estate, may designate one of its officers, who upon proof of such designation, may cast said corporation’s one vote. Though all or some apartments in an apartment building are or may be owned individually, the apartment building shall be entitled to one vote upon proof of designation of this apartment owner to cast that building’s one vote.
Each member shall, upon acquiring such title, submit a written statement, signed by the member, to the office of the Corporation, setting forth his or her name and address and the address of all real estate in Forest Hills Gardens (preferably by reference to lot numbers on Map No. 3), owned by the member, owned jointly with others who should be named, or by the corporation of which the applicant is the person designated by such corporation for membership. Membership shall terminate automatically when any member disposes of all real estate in Forest Hills Gardens. Members so disposing of their said real estate shall continue to be liable for any assessments then owing by them and such assessments shall continue as a lien against the property so disposed of.
Article III
Board of Directors
Section 1. The management of the affairs of the corporation shall be vested in a Board of Directors which shall be elected at an Annual Election Meeting by majority votes of members in good standing present in person or by proxy. Directors shall be members in good standing of the Corporation. Said board shall be divided into three classes, composed respectively of five directors, each class to hold office respectively for three years and until the election of their successors. Absence of any director from three board meetings during any calendar year without excuses accepted by the board as satisfactory, shall be deemed a resignation. Any vacancy on the Board of Directors may be filled by appointment by the remaining members of the Board, such appointment to run until the next annual meeting.
Section 2. The Board of Directors shall meet not fewer than six times a year, one of which meetings shall be in June. Special meetings may be called by the President at any time following four days’ written notice, and shall be called by the President if he or she is requested to do so by at least five directors. As far as found practicable by the Board of Directors, any members of the Corporation shall be permitted to attend any meetings of the Board to express their views and request any action.
Section 3. A majority of the serving members of the Board shall constitute a quorum at all director’s meetings. The board shall act by majority vote of directors who are members in good standing present at any meeting duly constituted.
Section 4. At or before the regular directors’ meeting in June of each year, the Board shall appoint a Nominating Committee of five (5) members in good standing, none of whom shall be officers or directors. The members of the Corporation shall be notified of the name and address of the chairperson of the Nominating Committee and be invited to submit to the chairperson any suggestions they may wish to make of persons qualified to serve as directors. Such Nominating Committee shall, not less than thirty (30) days prior to the Annual Election Meeting of the members, select the names of the candidates for election as directors to succeed the directors whose terms of office expire at such Annual Election Meeting, and to fill any other vacancies on the Board then existing. The Nominating Committee shall report the names of the candidates so selected, in writing, to the Secretary of the Corporation who shall post such names in a conspicuous place in the office of the Corporation. The Secretary shall enclose, or include, a copy of the report of the Nominating Committee with the notice of the Annual Election Meeting. Other nominations of candidates for directors may be made by posting in the office of the Corporation, not less than twenty (20) days before the Annual Election Meeting, the name or names of such candidates whose candidacy is endorsed in writing by not less than fifteen (15) members in good standing. In case of any vacancies among the nominees for directors, whether nominated by the Nominating Committee or otherwise as aforesaid, nominations may be made from the floor at the Annual Election Meeting of the members to fill such vacancies in the list of candidates. No candidate for election as director shall be eligible for election unless nominated as in this section provided.
Section 5. Notice of each Board of Directors’ meeting shall be sent by mail, by delivery, or telephone, at least forty-eight hours before the meeting. Notice may be waived, in writing, by at least three-quarters of the directors at any meeting of the directors at which a quorum is present.
Section 6. The Board of Directors shall, not later than September 1st of each year, prepare and adopt by majority vote, a proposed budget which shall describe the projected sources of income, the anticipated expenditures and provisions for reserve requirements for the next fiscal year.
Section 7. A copy of the budget proposed by the Board of Directors shall be mailed or delivered to each member at his or her last known address at least twenty (20) days before the membership meeting at which the budget shall be presented for the consideration of and adoption by the members. The proposed budget may be changed, modified and/or amended in such a manner as shall be provided for in a resolution adopted by a majority vote of the votes cast by members in good standing present in person or by proxy at such meeting or any adjournment thereof. The budget (as changed, modified and/or amended, if the same shall have been changed, modified and/or amended pursuant to the foregoing provisions) shall be considered to have been adopted if and when it shall have been approved by a majority of the votes cast by members in good standing present, or voting by proxy, at such meeting or any adjournment thereof. Nothing in these by-laws shall be construed to prevent the Board of Directors from proposing, or the membership from adopting, a supplementary or deficiency budget in like manner as described above. Any such supplementary or deficiency budget shall not extend beyond the unexpired balance of the then current fiscal year.
Section 8. The Board of Directors shall, in conjunction with the approval of the proposed budget, fix the annual assessment for the maintenance charges for each property in the community, based upon the number of square feet in each property, adding or subtracting, when necessary, an increment to the level of assessment for the previous year sufficient to cover the costs of performing the purposes of the Corporation. Such assessment shall be due and payable on January 1st of each calendar year. Should payment not be made when due, interest shall be charged on unpaid assessments at the legal rate. Members shall be jointly and severally liable for the payment of the assessments. Said land and the improvements thereon shall be subject to a lien for such assessments and any interest thereon as well as the reasonable costs of collection thereof, (including, without limitation, reasonable attorneys’ fees, costs and disbursements), if a member fails to pay any assessments when due. A member whose assessment is not paid when due is deemed not to be a member in good standing, and the name of such member shall be posted in such place or places and for such period of time as may be designated by the Board or until the unpaid assessment with interest and costs is paid, whichever shall first occur. Upon such payment with interest and costs such member shall be reinstated as a member in good standing.
Section 9. In recognition of the distinctive and differing factors involved in the operations of the member whose qualifying real estate is the West Side Tennis Club within Forest Hills Gardens, the annual assessments of such member shall be fixed from time to time in such respective amounts as shall be determined by the Board of Director of the Corporation.
Article IV Officers
The officers shall be elected annually by the Board of Directors from among their members at their first meeting after the Annual Election Meeting, and shall hold office until their successors are elected. There shall be a President, one or more Vice Presidents, a Secretary, a Treasurer and such other officers, if any, as may from time to time, be elected by the Board of Directors, and bearing such titles as the Board of Directors shall decide. Such officers shall have only the powers necessarily implied by the titles of their offices, and such other powers as shall be committed to them by the Board of Directors. Any officer may be removed from office for cause by a vote of three-quarters of the members of the Board of Directors.
Article V Committees
The President of the Corporation shall appoint the chairperson of each committee. The chairperson shall select the committee members from among the members in good standing of the Corporation. Committee membership shall be ratified by the Board of Directors and shall have such functions as hereinafter permitted, as are designated by the President or the Board of Directors. Standing committees shall include Executive, Law, Architecture, Finance, Upkeep and Membership. Other committees may be named as deemed necessary by the President. The powers of Committees shall be advisory and administrative only and said Committees shall function under the direction of the Board of Directors.
Article VI
Service Without Salary
The directors and officers will serve without salary or other form of compensation from the Corporation. However, the Corporation will endeavor to provide Directors’ and Officers’ liability insurance at the expense of the Corporation. To the full extend permitted by New York State law, the Corporation will indemnify directors and officers for any liability for which they are found responsible not resulting from malfeasance in their duties as directors or officers.
Article VII Membership Meetings
Section 1. The Annual Election Meeting shall be held in November of each year, or at such time during the year as the Board of Directors shall determine.
Section 2. The Budget Meeting shall be held in September of each year at a date prior to the beginning of the Corporation’s fiscal year at which time a vote to approve the budget will be taken. The Corporation’s fiscal year begins on October 1st.
Section 3. Special meetings of the membership may be called at any time by the Board of Directors and may also be called upon the written request of a number of members in good standing sufficient to cast at least one hundred
(100) votes.
Section 4. At least twenty (20) days’ notice of the Annual Election Meeting or any Budget Meeting, and ten (10) days’ notice of any special meeting shall be mailed or delivered to each member’s last known address.
Section 5. At all membership meetings, the presence of a number of members in good standing sufficient to cast one hundred (100) votes in person or by proxy (signed by the member) shall be necessary to constitute a quorum.
Section 6. Votes on amendments of the By-Laws and modifications and/or approval of the budget shall be by written ballot.
Article VIII Amendments
These By-Laws may be amended by written ballot by a majority of the votes cast by members in good standing present in person, or by proxy, at a regular or special meeting of the Corporation at which a quorum is present, provided that a copy of the proposed amendment has been mailed or delivered to each member’s last known address, at least twenty (20) days before the time of the meeting.