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.  Two (2) votes may be cast even if only one member is in attendance.  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, or in the case of a special meeting the majority of the votes cast, shall carry all measures voted in any meeting except as otherwise provided herein.

 

Section 5.        A special meeting of the membership for transaction of business when deemed necessary may be called by the President or at a written request of a majority of the Board.  Due notice of the meeting shall be given by mail, facsimile, public posting, or email based on the contact applicable 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 President or his/her designee at 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, Treasurer, Secretary, 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 a voting ex-officio member of all committees and shall exercise general supervision over all activities of the Association. The President shall appoint all Committee Chairs and appoint members to fill any vacancy in an elective office during the remainder of any fiscal year. The President may temporarily designate any officer to act in his/her stead at a meeting or otherwise. The immediate past President who has completed his/her full term shall be a non-voting, 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.

Section 3.        The 2nd Vice President in the absence of the President and the 1st Vice President shall assume all the duties and responsibilities of the 1st Vice President or the President.

 

Section 4.        The Secretary shall keep records of all meetings, have custody of all records, maintain the governmental and the insurance documents and perform such other duties as usually pertain to this office.   

 

Section 5.        The Treasurer shall be responsible for developing and presenting the annual budget to , the Association, maintaining the Association bank accounts and investments, 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 meeting. The annual financial statement shall be subject to an outside audit at the discretion of the Board.

Section 6.    If the President resigns, dies or becomes incapacitated during office, the line of succession for an Acting President shall be 1st Vice President, 2nd Vice President, Treasurer and Secretary, failing which the Board by majority vote shall elect an Acting President.  The Acting President’s term expires on the date of the next annual meeting or when the current President is able to return to office, as a result of  temporary incapacitation.

Section 7.   An Officer or Director may be removed from their position for “Cause”, by a vote to remove, by a super majority of the remaining officers and directors. A super majority requires 60% of the remaing officers and directors. The President or a majority of the Board must call a meeting of the Board to remove the Officer or Director. There must be a super majority of the remaining board in attendance to vote on removing the Officer or Board member. The presiding officer at the Board meeting will outline the “Cause” for removal and ask for a vote.  “Cause” is defined but not limited to the following:

        Not achieving the duties and responsibilities of their office
        Behavior that is not in the best interest of the Association
        Mis-appropation of Association resources or funds
        No longer being an Association member in good standing

 

Section 8.        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 a majority of the 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.
Six  members shall constitute a quorum of the Board of Directors. Board meetings may be conducted in person, by telephone or by Internet conferencing.

Section 9.   Terms      

All officers shall be elected for terms of one year and may be re-elected.
Two Directors shall be elected each year for a three 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.  Between Association 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 its members.  Any such interim rules must be submitted for approval by the voting members at the next duly called Association 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 promptly after receipt of the dues invoice.

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 President shall appoint a Chair for the Nominating Committee who may appoint four (4) additional regular members. 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. 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. If more than one person is nominated for any office, election shall be voted on at the Annual Meeting

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 Chairs shall be appointed by the President. The President can not be a chair of any committee.  The members of each committee will be appointed by the President and the committee chair.

Section 2.    The President shall exercise general supervision over all committees. The comittees 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.  Each committee shall be responsible for enforcing its rules, periodically reviewing its rules and recommending any changes to the Administration Committee, the Board and the President. Each Committee may have responsibilities in several areas, including but not limited to:

1. Dock &  Boat Ramp: Responsible for maintenance of dock and boat ramp

2. Beaches: Responsible for maintenance of beach properties, the Boardwalk at A/Sunset Beach  and the Falmouth Conservation Commission permits

3. Tennis: Responsible for maintenance of tennis courts and the tennis courts budget.

4. Roads & Grounds: Responsible for maintenance of roads, islands, parking lots and the gate at B/Sunris

5.  Hospitality & Membership: 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 renters, the beaches, boat ramp and dock and the tennis courts. Responsible for recreational and social gatherings of the members as approved by the Board

    6.   Administration: Responsible for periodic review of the By-Laws and co-ordinating recommendations for Rule changes and communicating to the Board and members. Insure all Association documents are provided to the Secretary and the Treasurer for inclusion in the document archives and on the Association Web.   

Article XI.            AMENDMENTS

Section 1. These by-laws may be amended and become effective by an affirmative vote of:
A two-thirds majority of the voting members of the Association present at a regular meeting.
A two-thirds majority of the voting members of the Association present at 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.
A two-thirds majority of the members of the Association by written ballot, provided that the proposed amendments accompany the ballot. Failure to respond to a written ballot within thirty (30) days of the mailing date of the notice shall constitute an undecided vote.