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SAGAPONACK ASSOCIATION, INC.

BY-LAWS


ARTICLE I - BOARD OF DIRECTORS

SECTION 1. Management of the Association. The Board of Directors shall direct the activities of the Association and shall transact all business of the Association not specifically entrusted to any officer or committee. It shall appoint the officers of the Association and the Chairmen of all committees.

SECTION 2. Number, Election and Term of Directors. The number of Directors shall be at least three (3) and no more than five (5) unless increased by a majority vote of all of the members. At each annual meeting of members of the Association the membership shall elect directors who are members in good standing to hold office until the next annual meeting. Each Director shall hold office until the expiration of the term for which he/she was elected or until his prior resignation or removal. Vacancies occurring on the Board shall be filled by a majority of the remaining members of the Board from members in good standing.

SECTION 3. Meetings of the Board. The Board shall hold a regular annual meeting to be held immediately following the annual meeting of the members and at such other times as the Board members may determine. Regular meetings of the Board shall be held at a time and place as determined by two members of the Board upon at least seven (7) days notice to all members of the Board unless a written waiver of such notice shall have been signed by all members of the Board. A Board member failing to attend four (4) consecutive meetings shall automatically cease to be a member of the Board. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting.

SECTION 4. Removal and Resignation of Directors. Any or all of the Directors may be removed by a majority vote of the members. A Director may resign at any time by giving written notice to the Board, or to the President. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or the President and the acceptance of the resignation shall not be necessary to make it effective.

SECTION 5. Quorum of Directors. A majority of the entire the Board shall constitute a quorum for the transaction of business of the Association. A majority of those Directors present and entitled to vote shall be determinative for the transaction of any item of business by the Board.

SECTION 6. Committees. The Board by resolution adopted by a majority of the entire Board may designate from among its’ members an executive committee to serve at the pleasure of the Board.

Rev 4/22/03


ARTICLE II - OFFICERS

SECTION 1. Officers, Election and Term. The Board may elect or appoint a president, one or more vice presidents, a secretary and treasurer, who shall have the powers and duties as hereafter provided and shall hold office until the meeting of the Board following the next annual meeting of the members.

SECTION 2. Removal. Any officer elected or appointed by the Board may be removed by the Board with or without cause. In the event of death, resignation or removal of an officer, the Board in its discretion may elect or appoint a successor to fill the unexpired term.

SECTION 3. President. The President shall be the executive officer of the Association, shall preside at all meeting of the Board, shall discharge all orders and directions of the Board and execute and sign all authorized instruments in the name of the Association. He/she together with the treasurer shall have the authority to authorize expenditures of funds of the Association in amounts not to exceed four hundred ($400.00) Dollars per expenditure, without prior Board approval.

SECTION 4. Vice President. During the absence of the President the vice president shall have all of the powers and functions of the President.

SECTION 5. Treasurer. The treasurer shall have custody of all funds of the Association which shall be deposited in the name of the “Sagaponack Association, Inc.” in a Suffolk County bank account as the directors shall elect and shall in accordance with the authority granted by the Board together with the President sign checks and make such payments as authorized; he/she shall maintain the books and accounts and keep an accurate account of all receipts and disbursements of the Association and upon reasonable request and notice make them available to any director or Association member at reasonable times. He/she shall prepare a report of the financial condition of the Association, which shall be presented at the Association’s annual membership meeting.

SECTION 6. Secretary. The Secretary shall keep accurate minutes of the meetings of the Board and shall promptly enter same in a minute book of the Association, have custody of the seal of the Association and shall affix and attest the same to documents when required and authorized by the Board. He/she shall send notices of meetings as directed by the President and/or Board in accordance with the provisions of the by-laws and maintain a current list of members of the Association in good standing, which shall be provided and available at each annual meeting of the Association. The duties of the Treasurer and the Secretary may be performed by one person duly elected and designated by the Board.


ARTICLE III - COMMITTEES

SECTION 1. Nominating. There shall be a Nominating Committee composed of three (3) members in good standing, with at least one not a member of the Board, elected by a majority of the Board at least one (1) month prior to each annual meeting. The Board shall designate one member of the committee as chairperson. The names of the nominees shall be sent to Association members with the notice of the annual membership meeting at least thirty (30) days prior to the annual meeting date. No name may be presented by the nomination committee without the consent of the nominee. Nominations from the floor of the annual meeting shall be in order, provided qualifications are stated and the consent of the nominee has been secured.


ARTICLE IV - ASSOCIATION MEMBERSHIP

SECTION 1. Qualifications. Membership in the Association is open to any individual who is a property owner or a long term renter in the hamlet of Sagaponack at the time of application and any member of said individual’s household.

SECTION 2. Dues. The dues for membership in the Association shall be the sum of twenty-five ($25.00) dollars per annum per person and shall be due and payable on the October 1st of each year. No reduction of the annual dues shall be made regardless of the date of application for membership. Any member whose dues are in arrears for ninety (90) days shall not be deemed a member in good standing and shall not be entitled to vote at any meeting of the Association or hold office in the Association.


ARTICLE V - MEMBERSHIP APPROVAL OF DIRECTORS’ ACTIONS

SECTION 1. Prior to the Board taking an official position with the Town of Southampton with respect to an issue affecting a significant portion of the membership, the Board shall inform the membership by mail, fax or e-mail as to the position (s) recommended by the Board. The position recommended by the Board shall become the official position of the Association unless at least twenty (20%) percent of the Association membership rejects the Board’s recommendation within 20 days of notice to the membership.


ARTICLE VI - EXPRESSION BY MEMBERSHIP

SECTION 1. The Board of Directors may at any time on its’ own motion, or upon the written and signed request of at least twenty (20) members in good standing, cause one or more specific questions, concerning an issue which may affect members or the objectives or business of the Association to be sent in ballot form by mail, fax or e-mail to the members in good standing, with a notice fixing a date for a response by return by mail, fax or e-mail to the secretary of the Association. A majority of those responding shall be deemed to be an expression of the membership, provided that at least twenty-five (25 %) percent of the members in good standing have responded. Such expression shall be binding upon the Board and the membership as to the position of the membership with respect to the issue polled and the Board shall be obligated to communicate said expression to the appropriate authority as the position of the Association with respect to that particular issue.


ARTICLE VII - AMENDMENTS

SECTION 1. The by-laws may be amended or repealed by a majority of the members entitled to and who cast votes at the annual membership meeting. The by-laws may also be amended or repealed by the unanimous vote of the Board of Directors. If any by-law is adopted, amended or repealed by the Board, there shall be set forth in the notice of the next meeting of members for the election of directors the by-law so adopted, amended or repealed, together with a concise statement of the changes made.

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