University Gardens

Adopted April 6, 1954

As Last Amended August 5, 2015

Section 1. The name of this Association shall be UNIVERSITY GARDENS PROPERTY OWNERS ASSOCIATION, INC.

Section 2. The seal of this Association shall be circular in form, containing the name of the Association, the year of its incorporation, and the words "Seal - New York."

Section 1. Any owner or the spouse of any owner of one or more plots of property situated in what is known as University Gardens at Great Neck, in the County of Nassau, State of New York, shall be eligible for membership in this Association.  The property known as University Gardens is the property shown on a certain map entitled, "Map of University Gardens, Great Neck, Nassau County, New York, surveyed February, 1927, Walter I. Browne, C. E. § C. S., dated February, 1927," and filed in the office of the Clerk of the County of Nassau, State of New York, on March 24, 1927 as Map No. 626. "One plot" of property shown on said map shall mean a numbered plot on   said map or the equivalent of such plot in size and area. "Owner" shall mean an owner in fee of one or more such plots or the spouse of such  owner in fee.

Section 2. Any such owner, upon payment in full of the annual dues, as described in Article II Section 4, and the annual charge or assessment, as described in Article VIII Section 2 (including any arrearages for prior years), shall be admitted  as a member of the Association. Such payments shall be made solely by mailing a bank check, money  order, or personal check (honored by the bank) for the required amount to the business address of the Association.

Section 3. Any member who or whose spouse shall cease to be the owner of any such plot or plots in University  Gardens shall thereby absolutely lose and forfeit his or her  membership and thereby forever release to the Association any and all right, title and interest in and to its property  rights and privileges, but shall remain responsible and liable for any and all obligations incurred during his or her membership.

Section 4. Each member of this Association shall pay annually to the Treasurer, in advance, as of January 1 of each year, dues up to and not    to exceed $100.00 per year, the exact amount to be fixed in  advance of each year by the Board of Directors, provided that members who are husband and wife shall jointly pay said dues. A demand for such  payment shall be mailed by the Association to each owner, together with a demand for payment of the annual charge or assessment  for the owner's plot or plots, and shall notify the owner that failure  to pay the  required amounts in full by January 31 will result in termination of  membership.

Section 5. Any member who shall fail to pay any dues within thirty (30) days after the same shall become due and payable as provided in Article II Section 4 hereof or who  shall fail to pay any annual charge or assessment for his plot or plots  within thirty (30) days after the same shall become due and payable, as  provided in Article VIII  Section 2, shall  cease to be a member and shall have no further right or interest in any property rights or privileges of the Association, but   upon payment in full of dues and annual charge or assessment  in  default for the current year and for any prior year or years, such member shall be automatically reinstated for the remainder of the year.

Section 1. The annual  meeting of the Association shall be held during the first half of February in each year, at a  time and place in Great Neck to be designated by the Board of Directors. Notice of such annual meeting shall be mailed to the address of the property in University  Gardens of each member (or to  any alternative mailing address that the member has in writing requested the Secretary to use for notice purposes) not less than ten (10) days nor more than forty (40) days before the date of the meeting. The presence of at least twenty-five (25) members of the Association, in person or by proxy, shall constitute a quorum for the transaction of business, but in the absence of such quorum the members present may adjourn the meeting to a specified date, time and place and notice of such adjourned meeting shall be mailed to each member at least five (5) days before the date of the adjourned meeting.

Section 2. Special Meetings of the Association may be called by the President or by the Secretary upon direction of the Board of Directors. Special Meetings may also be called by the President or by the Secretary upon request of five (5) members of the Association communicated  to him in writing and shall be so called upon the request of at least twenty-five (25) members so communicated.   Such request and the notice of any Special Meeting shall state the purpose or purposes for which the meeting is called. No vote may  be taken at a Special Meeting on any subject that was not  stated in such notice. Notice of  each Special Meeting of the Association shall be mailed to each member in the same manner and within the same time as provided in these Bylaws for the annual meeting. The provisions of  these Bylaws as to quorum, adjournment and notice of adjourned meeting applying to the annual meeting shall also apply to each Special Meeting.

Section 3. in voting, each member and the member's spouse shall be jointly entitled to only one vote, except that if any member or member's spouse is only a part owner of record of any plot, he and his co-owners of such plot shall not be entitled to cast more than one full vote.

Section 4. In case any question shall arise as to the right of any person or persons to vote, the determination of the President, Secretary and Treasurer by a majority vote of these three officers shall be final and    conclusive.

Section 5. A member may vote at any meeting by proxy. The instrument appointing such proxy shall be in writing signed by the member and the proxy appointed shall be a member in good standing of the Association.

Section 6. Order of Business. The order of business shall be as follows at all meetings of the Association or Board of Directors, except as otherwise prescribed by resolutions:

   Calling meeting to order.

   Calling of the roll.

   Reading of notice of meeting or waiver of notice.

   Reading of minutes of previous meeting.

   Reports of officers.

   Reports of committees.

   Election of directors, officers or new members.

   Unfinished business.

   New business.

   Reading communications.

Section 7. The latest edition of Roberts' Rules of Order shall govern the procedure at the meetings except wherein otherwise expressly provided by these Bylaws.

Section 1. The Directors shall be elected at each annual meeting of the Association by the members thereof, according to the method of voting herein above provided. The Directors shall be members of the Association in good standing at the time of the election. If a Director shall cease to be a member his term of office shall automatically cease.

Section 2. The Board of Directors of this Association  shall consist of seven (7) members. If any Director shall cease to be a Director, his successor for the balance of the term shall be appointed by a majority of the remaining Directors.

Section 3. During the month of January of each year, the Board  of Directors shall nominate seven (7) members to stand for election as Directors for the next year and shall  mail notification of the names of the seven (7) nominees in writing to  the membership, not less than ten (10) days nor more than forty (40) days before the annual  meeting. Any ten (10) or more members of the Association may file with the Secretary in writing not less than ten (10) days nor more than forty (40) days before the annual meeting nominations  designating seven (7) members for the Board of Directors. No one except those nominated as aforesaid shall be eligible for election as a Director at the annual meeting except that  if any person so nominated shall die or withdraw before  the election, the persons nominating such candidate may  substitute another name.

Section 4. The Board of Directors shall present at the annual meeting of the Association any reports required by the Not-for-Profit Corporation Law.

Section 5. The Board of Directors shall manage all of the business and affairs of the Association by a  majority vote thereof, subject to direction by the members of the Association at any annual or special meeting.

Section 6. Regular meetings of the Board of Directors shall be held at such time and place as shall be fixed by the Board at any prior meeting of the Board or directly  after any meeting of the Association. The  Board of Directors shall hold its first regular meeting either directly  after the annual meeting of the Association or within thirty (30) days thereafter.  Special Meetings  of the Board of Directors may be called by order of the President of the Association. Any officer of the corporation shall, however, call a Special Meeting of the Board of Directors upon request in writing (including fax or e-mail) of a majority of the Directors. Notice of any Special Meeting of the Board of Directors shall be given to each Director in writing either deposited in the Director's  home mailbox or sent by fax or e-mail. A Special  Meeting of the Board of Directors shall be called on at least two (2) days' notice. A Special Meeting of the Board of Directors may be called  on less than two (2) days' notice provided that a majority of the Directors consent in  writing (including fax or e-mail) to the adoption of a resolution authorizing such reduced notice, on  grounds of emergency.  The resolution and the written consents thereto by the Directors  shall be filed with the minutes of the proceedings of the Board.

Section 7. The presence of a majority of the  Directors shall constitute a quorum and the vote of a  majority of the members present shall be necessary for  any action by the Board. Any one or more Directors may participate in a meeting of the Board of Directors by means of a conference  telephone or similar communications equipment allowing all persons  participating in the meeting to hear each other at the same time. Participation by such  means shall constitute presence in person at a meeting for all purposes, including quorum and voting.

Section 8. Any action required or permitted to be taken by the  Board of Directors may be taken withoug a meeting if all Directors consent in writing (including fax or e-mail) to the adoption of a resolution authorizing  the action. The resolution and the written consents thereto by the  Directors shall be filed with the minutes of the proceedings of the Board.

Section 1. The Officers of this Association shall be a President, a Vice-President, a Secretary, one or more Assistant Secretaries, a Treasurer, and such other officers as shall be created  by resolution of  the Board of Directors. The officers shall continue to hold office until their successors shall have been elected. Any two or more offices may be held by the same person, except the President, who may not hold any other office.

Section 2. The officers of the Association shall be elected by the Board of Directors at its first regular meeting to be held after the annual meeting of the Association. The President, Vice-President, Secretary, and Treasurer shall be members of the Association  and if any of these officers shall cease to be members of the Association their office shall be considered vacant  upon such termination of membership and shall be filled  by the Board of Directors as hereinafter provided.

Section 3. Any vacancy in any office may be filled by majority vote of the Board of Directors and the person so elected shall hold office for the unexpired term of his predecessor in office.

Section 4. Any officer may be removed from office at any time by affirmative vote of a majority of the members of the Board of Directors.

Section 5. The President shall preside at all  meetings of the Association and of the Board of Directors. He shall be empowered to sign all written contracts and  obligations of the Association and to countersign bank  checks and to exercise the usual functions pertaining to his office.

Section 6. The Vice-President shall, in the absence of the President, perform the duties of the President. The   Vice-President shall also perform such other duties as shall be delegated to him by the President or by the Board of   Directors.

Section 7. The Secretary shall attend and keep the minutes of all meetings of the Association and of the Board of Directors and conduct the correspondence of the Association and of the Board of Directors. He shall have custody of the  the seal of the Association and perform the usual duties pertaining to his office. He shall prepare and keep on file at all times a complete and accurate list of all members of the Association with their names and addresses and the number of plots in University  Gardens owned by each. He shall delegate certain of these duties to one or more Assistant Secretaries as shall be deemed  warranted by the Secretary or the Board of Directors.

Section 8. The Assistant Secretary or Assistant Secretaries  shall, in the absence of the Secretary, perform the duties of  Secretary. The Assistant Secretary shall also perform such other duties  as shall be delegated by the Secretary or by the Board of Directors. An Assistant Secretary may not vote on behalf of the Secretary at meetings of the  Board, nor may an Assistant Secretary sign checks or contracts of the  Association in place of the Secretary.

Section 9. The Treasurer shall collect and receive all moneys due and belonging to the Association and shall have custody of all funds, securities, deeds, etc.

Section 10. All obligations of the Association, not    exceeding the sum of $2,500.00, shall be paid by check signed by any one of the following officers: President, Vice-President, Secretary, and Treasurer. All obligations of the Association exceeding the sum of $2.500.00 shall be paid by check signed by any two of the following officers: President, Vice-President, Secretary, and Treasurer.

All other documents to be signed by the Association shall be signed by the President or Vice-President and Secretary or Treasurer, or as provided in the resolution of the Board of Directors authorizing the execution thereof on behalf of the Association.

Section 11. The Board of Directors may purchase any insurance  policies for the Directors and Officers of the Association it reasonably deems  necessary to insure the Association, its Directors and Officers, and its members from liability, to the extent permitted by law. Any such policy of insurance  shall be reported to the members in accordance with the requirements of the Not-for-Profit Corporation Law.

Section 1. The President may appoint such committees as he shall in his discretion deem necessary.

ARTICLE VII--Care of Streets, Parks, Garden Areas, Pool/Tennis Club Area and Other Common Areas

Section 1. This Association shall have the power to maintain and manage the entrances, parks, garden areas, pool/tennis club  area (including its adjoining parking lot and playground) and other common areas of University Gardens, and to do such other things as the Association may deem necessary and advisable to keep said streets, entrances, parks, garden areas, pool/tennis club area, and other common areas safe, neat and in good order.

Section 2. In addition to any other action that may be lawfully  required for such purpose, no portion of the pool/tennis club area  (including its adjoining parking lot and playground) or any other land  owned by this Association may be sold, conveyed, leased or otherwise  transferred to any  other party without the affirmative vote of at least seventy-five (75%)  percent of the votes cast by the members at a Special Meeting to be  called for that  purpose. The notice for such meeting shall set forth the details of the  specific transaction proposed.

Section 1. This Association shall have the right to take from University Gardens Corporation, its successors or assigns, by assignment, by direction of the court in any legal proceeding, or in any other manner, any assignment of any right, power, title, easement or privilege, reserved to or vested in said University Gardens Corporation, in, by under or pursuant to any Declaration of Restrictions or restrictive covenants affecting University Gardens. Upon receipt of such  an assignment the Association shall thereafter hold, enjoy and exercise all the rights, powers, titles, easements and privileges so transferred or assigned or otherwise acquired and assume any liabilities thereunder as required by any such Declaration of Restrictions or restrictive covenants.

Section 2. The Board of Directors of this  Association shall have the power from time to time to fix and  collect the annual charge or assessment provided for in the Declaration of Restrictions.

Section 3. Upon such assignment the Board of  Directors are authorized to do any and all acts and to execute  any and all consents which under the terms of said Declaration  of Restrictions may have been done or given by University  Gardens Corporation, except, however, that none of the  restrictions contained in the Declaration of Restrictions dated June 28th, 1927, as heretofore modified, are to be annulled, waived, changed or modified under paragraph "Eighteenth" of the said Declaration of Restriction except by the affirmative  vote of at least seventy-five (75%) per cent of the votes cast by the members at a meeting to be called for that purpose, the notice of which meeting shall set forth  the specific changes proposed to be made. The modification  of said restrictions contained in an instrument entitled  "Modification of Declaration of Covenants and Restrictions,"  dated January 17th, 1936, recorded in the office of the  Clerk of Nassau County on March 12th, 1936, shall not, however, in any event be annulled, waived, changed or modified.

Section 6. Upon such assignment, the Board of Directors of this Association shall have the power and duty  of securing at all times the observance, performance and  preservation of all restrictions, covenants and agreements in,  under and pursuant to the said Declaration, and any and all  renewals thereof in such manner as it shall determine. The  Association and its members shall be bound by any and all  renewals of the same made in accordance with the provisions of the said Declaration.

Section 1. Any of these Bylaws (except Article VII Section 2 and Article VIII) or any amendments thereto, may be repealed, altered,  amended or added to at any meeting of the Association by a  vote of two-thirds (2/3rds) of the votes cast by the members  present in person or by proxy. A vote of seventy-five (75%) per cent of the votes cast by the members present in person or  by proxy shall be required to repeal, alter, amend or add to Article VII Section 2 and Article VIII of these Bylaws. No action, however, shall be  taken under this Article unless notice of the proposed amendment shall have been contained in the notice of meeting mailed to each member.

Section 1. Notwithstanding any provision to the contrary in these By-Laws, at the discretion of the Secretary or the President, any notice, invoice, statement, correspondence, or other document required by these By-Laws to be sent to a member may be sent by email to the email address provided by such member, instead of the address of the property in University Gardens, unless such member expressly requires, in writing, that such notice be sent by first class mail to another specific address.  If no email address has been provided, such notices, invoices, statements, correspondence, and other documents will be sent by first class mail to the address of the property in University Gardens, unless such member expressly requests, in writing, that such notice be sent to another specific address.