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1. Purposes
The Highlands East River Civic Corporation ("HERCC")
is a private association of property owners formed for the purpose
of promoting the enjoyment and value of the community as well
as the maintenance and management of common assets. HERCC is incorporated
as a non-profit corporation pursuant to the laws of the State
of Connecticut and holds title to roads, rights-of-way, and beachfront
property in the Highlands East River section of Madison. It is
the intention of HERCC to regulate these assets for the common
good and welfare of its Members.
2. Membership
2.1 Membership in HERCC is limited to owners of properties listed in Appendix A to these By-Laws (the "HERCC Properties").
2.2 In any vote of the membership of HERCC, each HERCC Property
is entitled to a single vote regardless of the number of owners
or the state of the title. No HERCC Member is entitled to vote
until he or she has been a Member of HERCC for at least thirty
days.
2.3 Entitlement to membership in HERCC passes with the title to
each HERCC Property.
2.4 Membership in HERCC is conditioned upon timely payment
of Annual Dues and Assessments as set forth in these By-Laws.
Members whose dues and/or assessments are three years in arrears
are deemed to have withdrawn from membership in HERCC and will
no longer be entitled to the benefits or privileges of membership.
Re-admission of any withdrawn Member or admission of a subsequent
owner of an withdrawn Member's property may only be accomplished
through the new property application process described in paragraph
2.6 of these By-Laws.
2.5 Any Member who is in arrears, but whose membership is not
yet terminated may appeal to the Board of Management for institution
of a payment schedule intended to bring the Member's dues and/or
assessments current within a reasonable time. The only basis for
institution of a payment schedule is financial hardship.
2.6 New properties may be accepted into HERCC only upon a vote of the Members of HERCC and payment of a $7,500 initiation fee. Eligibility for acceptance into HERCC is limited to properties located in the Highlands East River section of Madison, defined as Neck Road (west of the intersection between Neck Road and Soundview Avenue), Soundview Avenue, Highland Terrace, and Ridgewood Avenue.
2.7 In the event of any subdivision, condominium conversion,
or other partition of an existing HERCC Property, only one of
the resulting properties will be entitled to membership in HERCC,
as designated by the Board of Management.
3. Governance
3.1 The regular business of HERCC is to be conducted by a Board of Management composed of nine Board Members. Only HERCC Members or permanent residents are eligible for election or appointment to the Board of Management. After June 30, 2000, no two people who derive their status as a Member or permanent resident from the same HERCC Property may serve concurrently as Board Members. A majority of voting Board Members is required to carry any resolution, except as otherwise provided in these By-Laws. A quorum of the Board of Management shall consist of a majority of the sitting Board Members. Other business of HERCC, as described in paragraph 5 of these By-Laws, may only be conducted upon a vote of the HERCC Membership. In any vote of the HERCC Membership, a majority of the voting Members is required to carry any resolution. A quorum of the HERCC Membership shall consist of Members representing twelve HERCC Properties.
3.2 Meetings
(a) An Annual Meeting of the Members of HERCC will be convened by the President of HERCC during July of each year. A Special Meeting of the Members of HERCC may be convened by the President or by the written request of Members representing at least twelve HERCC properties. Annual and Special Meetings of the Members of HERCC will be held at a time and place within the Town of Madison as designated by the President. Notice of the Annual Meeting or any Special Meeting, including an agenda of issues to be considered, shall be provided to all Members at least ten days prior to the meeting. Provision of notice to a Member's last known address by first-class mail or personal delivery shall be deemed sufficient.
(b) Any HERCC Member may provide another Member with a written proxy, in a form acceptable to the Secretary, entitling that Member to vote on behalf of the absent Member at the Annual Meeting or any Special Meeting of the HERCC Membership.
(c) The Annual Meeting or any Special Meeting of the HERCC Membership shall be conducted by the President or any Board Member designated by the President in such a manner as to permit the orderly completion of HERCC business.
(d) Periodic Meetings of the Board of Management will be convened by the President. A Special Meeting of the Board of Management will be convened by the President upon the request of three Board Members. Periodic and Special Meetings of the Board will be held at a time and place within the Town of Madison as designated by the President. Reasonable notice of periodic meetings or any Special Meeting of the Board of Management shall be provided to all Board Members.
(e) Periodic meetings or any Special Meeting of the Board of
Management shall be conducted by the President or any Board Member
designated by the President in such a manner as to permit the
orderly completion of HERCC business.
3.3 Officers and Duties
The Board of Management will include three Officers, to be designated President, Secretary, and Treasurer.
(a) The duties of the President include convening and conducting Board meetings as required to complete HERCC business; convening and conducting an Annual Meeting of the Members; convening and conducting such other Special Meetings as required to complete HERCC business; appointing individuals or committees to conduct HERCC business; and general oversight of HERCC business.
(b) The duties of the Secretary include the creation, distribution, and preservation of minutes and other corporate records; maintenance of HERCC corporate form; custody of deeds; qualification of voters and tabulation of votes in Board and Membership meetings; and other duties as directed by the President.
(c) The duties of the Treasurer include collection of Annual Dues and Assessments and the maintenance of associated records; the maintenance of accounts as necessary for HERCC business; preparation of annual budgets; ensuring payment of property and other taxes; review of property tax assessments on HERCC property; payment of liability insurance premiums; payment of miscellaneous expenses as authorized by the Board; advising the Board and Members of provisions for anticipated capital expenditures; reports to the Board and Members; and other duties as directed by the President.
3.4 Election of Officers and Board Members
(a) Officers and other Board Members are elected by the Members to serve terms of two years. Elections shall be conducted following the conclusion of all other business at the Annual Meeting. The Board of Management may nominate a slate of Officers and Board Members for the approval of the Members. In addition, any Member may nominate a Member or permanent resident of HERCC for election as an Officer or Board Member. In the event that there is more than one nomination for any office, or more nominations for Board Members than vacant seats on the Board, a vote of the Membership will be conducted and the candidate or candidates receiving the most votes for each contested position will be deemed elected.
(b) In order to permit staggered elections, the President, Secretary, and three Board Members shall be elected on odd numbered years. The Treasurer and three other Board Members shall be elected on even numbered years.
(c) In the event of a vacancy on the Board, the President shall appoint a Member or permanent resident of HERCC to serve out the remainder of the term of that vacancy, subject to the consent of a majority of voting Board Members. In the event of a vacancy in the Presidency, the Secretary shall succeed to the Presidency for the remainder of the President's term.
(d) An Officer or other Board Member may be removed for failure or inability to attend to HERCC business or for misconduct only upon a vote of at least six Board Members.
4. Rules and Regulations
The HERCC Membership is empowered to enact Regulations governing use of HERCC roads, rights-of-way, and property to ensure the safety and welfare of all Members, including the use of HERCC facilities by Members and their relatives, guests, visitors, and tenants. The Board of Management is empowered to enforce these Regulations. Serious and persistent violation of Regulations subjects any Member to suspension of any or all privileges inherent in HERCC membership by a vote of at least six Board Members.
5. Matters Requiring Membership Approval
A vote by the majority of voting Members at the Annual Meeting or other Special Meeting is required for the following:
(a) The admission of a new property to HERCC membership or the re-admission of a property which has withdrawn from membership;
(b) any expenditure of HERCC funds anticipated to exceed $5,000;
(c) any change in Annual Dues;
(d) any Assessment;
(e) any change in the new property initiation fee;
(f) the assumption of any debt;
(g) the enactment of any Rules and Regulations;
(g) any amendment of these By-Laws.
6. Fiscal Matters
6.1 The fiscal year of HERCC shall begin on the first day of July and end on the last day of June in each year. The Treasurer will prepare an Annual Report for presentation to the Membership at the Annual Meeting, which shall include a projected budget for the current fiscal year as well as actual income and expenses for the previous year and the status of all accounts or other assets of HERCC.
6.2 The funds of HERCC shall be deposited in the name of the corporation only, in such banks, money market funds or U.S. Government Securities as the Treasurer may select, and shall be withdrawn only on the signature of the Treasurer or other persons as designated by the Board of Management.
6.3 The President shall appoint an Audit Committee, to consist of one Board Member and two other Members of HERCC who are not Board Members, to conduct an audit of the Treasurer's Annual Reports and the accounts of HERCC. The Audit Committee will report directly to the Membership at the Annual Meeting with respect to the accuracy of the Treasurer's Annual Reports and the integrity of HERCC's accounts. The Audit Committee shall be formed every third year to conduct an audit of accounts since the previous Audit Committee's report to the Membership, and will report at every third Annual Meeting, beginning with the meeting of July, 1999.
7. Annual Dues and Assessments
Annual Dues are established at one hundred and twenty-five dollars ($125) per HERCC Property. Assessments may be made as required for capital and other expenditures pursuant to these By-Laws. Any Assessments are to be made on a per property basis.
The foregoing is a true copy of the By-Laws of the Highlands East River Civic Corporation, as amended on July 19, 2003.
Sandy Podesta Date: July 19, 2003
Secretary
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