BY-LAWS OF SEASCAPE ASSOCIATION, INC,

Article 1:         NAME & LOCATION

The name by which the corporation shall be known is SEASCAPE ASSOCIATION, INC., a Massachusetts corporation incorporated under the provisions of the Massachusetts General Laws, Chapter 180, and having a principal place of business in North Falmouth, MA. 02556, and hereinafter referred to as the “Association".

Article II:        PURPOSES

The purposes of the Association shall be:

• To provide a forum for discussion of matters of common interest to the property owners and residents of Seascape.

• To provide for the maintenance, security and improvement of property owned by the Association, in harmony with community planning.

Article III:      MEMBERSHIP

Section 1.         Each household which owns a lot in Seascape, North Falmouth, MA., shall be eligible to be a member in the Association.

 Section 2.         Adult members of each household shall be entitled to two (2) votes at any regular or special Association meeting.  If a household has only one adult member, that member shall be entitled to two (2) votes.

Section 3.         No more than two adult members of a household may take part in debate and hold voting rights.

Section 4.         Membership shall be automatically terminated upon severance of requisite lot ownership or failure to pay monies due the Association.
 
Article IV.       MEETINGS

Section 1.         The annual meeting of the members shall be held on the last Saturday in June, at a time and place to be designated by the President and Board of Directors.  The Board may change this date with due notice to the membership, or by a vote at a membership meeting.

Section 2.     The election of officers shall be held at the June meeting and the annual reports of officers and standing committees shall be made thereat.

Section 3.         A quorum for the transaction of business shall consist of not less than 35 adult voting members.  The President shall determine whether a quorum is present, and such determination shall be binding unless a challenge is made by a member present, in which event an actual member count shall be taken.

Section 4.         Simple vote of the majority of the voting adults present shall carry all measures voted in any meeting except as otherwise provided herein.

Section 5.         The President or three members of the Board of Directors may call a special meeting of the membership for transaction of business when deemed necessary.  Due notice of the meeting shall be given by mail, facsimile, public posting,  or email based on the contact information provided by the members to the Secretary.  Notice shall be given generally fourteen (14) days in advance of the meetings but not less than five (5) calendar days before the meeting.

Section 6.   Special meetings may be conducted with members present, by mail, by email, by fax, or by any other recording  means.  The notice shall state the reason for the meeting, and, if applicable,  the  affirmative and negative positions considered by the Board, and the position of the Board majority.  When the meeting is conducted other than by personal presence and a vote is requested on a specific proposal, the notice shall include a ballot with three choices – for, against, or undecided.  Members must respond to the ballot within thirty (30) days of the mailing date of the notice or the failure to respond shall constitute an undecided vote.

Section 7.         The presiding officer of any meeting shall have the sole authority to determine the manner for counting votes of member households.

Article V.        ELECTIVE OFFICERS

Section 1.         The elective officers of the Association shall be a President, 1st Vice President, 2nd Vice President, Secretary, Treasurer and six Directors.

 Section 2.       Adults of a member household are eligible to hold office, but only one adult in each household shall hold office as an officer or director at the same time.

 Article VI.       DUTIES OF THE ELECTIVE OFFICERS

Section 1.         The President shall preside at all meetings, shall be an ex-officio member of all committees and shall exercise general supervision over all activities of the Association.

The President shall appoint all Committee Chairmen and appoint members to fill any vacancy in an elective office during the remainder of any fiscal year.
The President shall be an ex-officio member of the Board of Directors for one year following his/her term of office.

Section 2.         The 1st Vice President, in the absence of the President, shall assume all the duties and responsibilities of the President.  The 2nd Vice President shall do likewise in the absence of the President and the 1st Vice President.
Section 3.         The Secretary shall keep records of all meetings, have custody of all records, and perform such other duties as usually pertain to this office.

Section 4.         The Treasurer shall be responsible for receipt of all monies, and the expenditure of funds, as authorized by the Board of Directors and approved at a regular membership meeting. Expenditures shall be evidenced by check signed by the Treasurer, or in his/her absence, by the President or Secretary. 
The Treasurer shall maintain accurate records of all financial matters and report the same at the June and August meetings. The annual financial statement shall be subject to an outside audit in the discretion of the Board.

Section 5.         The Board of Directors shall consist of the five officers and the six directors. It shall meet at the discretion of the President, or at the written request of any three Board members. The administrative powers of the Association shall be vested in the Board of Directors who shall have charge, control and management of the property, both real and personal, affairs and funds of the Association. The Board shall  have the power and authority to do and perform all acts and functions which are not inconsistent with these by-laws or with any action of the Association, as well as do and perform the powers set forth in Article VIII. Four members shall constitute a quorum of the Board of Directors at any meetings thereof. Board meetings may be conducted in person, by telephone or by Internet conferencing.

Section 6          TERMS         

• The President and 1st and 2nd Vice Presidents shall be elected for terms of one year and may be re-elected once.

• The Secretary and Treasurer shall also be elected for terms of one year, but may succeed themselves without limitation

• The Directors shall be elected one pair  each year for staggered terms of three years. (In the year of the adoption of these by-laws, one pair shall be elected for a 3-year term, one pair for a 2-year term and one pair for a 1-year term; the following year, one pair for a 3-year term and one pair for a 2-year term; the following and succeeding years, one pair for a 3-year term.)

Article VII.     POWERS OF THE BOARD OF DIRECTORS

Section 1.         The Board of Directors, in addition to the powers granted to it in Article VI, Section 6, is authorized and empowered to take such action and to enter into such contracts and obligations as it shall, in its discretion, deem necessary to accomplish the purposes of this Association, and such actions and contracts shall be binding on the Association provided that  they are not otherwise inconsistent with any express provision of these By-Laws.

Section 2.         The Board of Directors may acquire title to real estate in the name of the Association, and may sell, mortgage or otherwise encumber such real estate if and when a majority of the regular membership in good standing, at a meeting specially called for said purpose, shall so vote.

Section 3.         The Board of Directors may propose rules governing the use of any of the facilities of the Association and may regulate the privileges extended to visitors, guests and renters.  The proposed rules shall not become effective until approved by the voting members at a duly called meeting.

 

Between meetings, the Board of Directors may make and enforce reasonable rules which they feel are necessary to maintain the Association’s facilities and property or to protect the safety of it’s members.  Any such interim rules must be submitted for approval by the voting members at the next duly called meeting.

Article VIII.    FINANCIAL

Section 1.         The fiscal year shall run from January 1 to December 31.

Section 2.          Annual dues may be proposed by the Board of Directors from time to time and shall be subject to approval by the members at a duly called meeting.

Section 3.         Dues shall be payable April 1 and not later than July 1.

Section 4.         The Board of Directors shall propose an annual budget for approval by the members at the first annual meeting each June.

Section 5.         No assessments in excess of the annual dues shall be levied except upon a two-thirds vote of the voting members present at a duly called membership meeting.

 Section 6:         The Board of Directors may authorize any necessary expenditure for an individual item up to $2500.00 or 5% of the Association’s annual dues income, whichever is larger, without obtaining the authorization of the membership. The Board may not approve expenditures totalling more than $15,000.00 or 5% of the Association’s annual dues income, whichever is larger, in any fiscal year. 

Section 7:         Any work submitted for approval by the membership shall be accompanied by an estimate of the cost.  If the written estimate is not available at the time of the submission, the vote will not be binding if the actual estimate is $1000.00 or more greater than stated at the time of the initial submission.

Article IX.       NOMINATING COMMITTEE

Section 1.         The immediate past President shall chair the Nominating Committee and appoint four (4) additional regular members by March 15. The Nominating Committee shall present its list of candidates for vacancies in the positions of Officer and Directors to the President and the Board by April 15 so that the candidates can be noted in the President’s Spring letter to the members.
In the absence of a list of candidates from the Nominating Committee by April 15, the Board shall prepare a list of candidates for inclusion in the President’s Spring letter.

Section 2.         The Nominating Committee shall present a list of candidates for vacancies in the positions of Officers and Directors at the Annual Meeting in June. At that meeting, nominations may also be made from the floor.

Section 3.         If more than one person is nominated for any office, election shall be by ballot.

Article X.        COMMITTEES

Section 1:         There shall be such committees as the Board believes to be necessary to conduct the business and to accomplish the purposes of the Association. Committee Chairmen shall be appointed by the President.  The members of each committee will be appointed by the President and the committee chairman.

Section 2.     The committees and their chairmen serve at the discretion of the Board and are responsible directly to the Board. They shall report their activities at the meetings of the Board, the membership, and at such other times as the President may designate.

Section 3:         Committees will be of two types:

• Ad hoc, created from time to time for specific, special, or limited purposes, and disbanded when their purposes have been accomplished.

• Standing, or permanent.  Established to take authority and responsibility in several areas, including but not limited to:

 1.         Dock &  Boat Ramp.
             a.  Responsible for maintenance of dock and boat ramp and for enforcement of the rules  

             governing their use.

2.         Beaches.
             a.  Responsible for maintenance of beaches, the boardwalk at Sunset Beach (formerly known as

             A   Beach) and for enforcement of the rules governing their use.

3.         Tennis.
             a.  Responsible for maintenance of tennis courts and for enforcement of the rules governing their use.

4.         Roads & Grounds.
             a.  Responsible for maintenance of roads, for the gate at Sunrise Beach (formerly known as B Beach), 

             and for enforcement of the rules governing their use.

5.         Hospitality & Membership.
            a.  Responsible for welcoming new residents to the Seascape community and for providing them with

            copies of the Association’s By-Laws and rules, including the rules for the beaches, boat ramp and dock

            and the tennis courts.
                 
6.         Administration.
            a.  Responsible for periodic review of the By-Laws and making recommendations to the Board and

             members.

Article XI.            AMENDMENTS

Section 1.         These by-laws may be amended by an affirmative vote of:

 A.  A two-thirds majority of the voting members of the Association present at a regular or any special meeting, provided that written notice of the meeting is given at least thirty (30) days prior thereto, and the proposed amendments are published in the notice of the meeting; or

B.  A two-thirds majority of the members of the Association by written ballot, provided that the proposed amendments accompany the ballot.

Section 2.         Failure to respond to a written ballot within thirty (30) days of the mailing date of the notice shall constitute an undecided vote.

Article XII      BY-LAW ACCEPTANCE

These by-laws shall become effective upon amendment as provided in Article XI.