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By-laws

 

BY-LAWS OF

 

BROOKHAVEN INDUSTRIAL GROUP, INC.

 

ARTICLE I

 

NAME, LOCATION AND PRINCIPAL OFFICE

 

These are the By-Laws of the BROOKHAVEN INDUSTRIAL GROUP, INC., hereinafter referred to as the "Group."

The principal office of the Group shall be located at 7 Old Dock Road, Yaphank, New York, 11980.

 

ARTICLE II

 

DEFINITIONS

 

The following words when used in these By-Laws shall, unless the context otherwise prohibits, have the meanings set forth below:

 

  • a) "Group" shall mean and refer to BROOKHAVEN INDUSTRIAL GROUP, INC.

 

  • b) "Industrial Business Concern" shall mean and refer to any Business entity that conducts business in the geographical area BEGINNING at the intersection of Woodside Avenue and Station Road; North on Station Road to intersection with Sills Road; North on Sills Road to the Long Island Expressway; Easterly along the southern side of the Long Island Expressway to the border of the Suffolk County facilities at Yaphank; South along the western border of the County facility to the intersection with Horseblock Road and Woodside Avenue; West along Woodside Avenue to the intersection Woodside Avenue and Shore Road, the point of BEGINNING.

 

  • c) "Member" shall mean and refer to each holder of a membership interest in the Group, as such interest is set forth in Article V. Only owners who voluntarily join the Group shall become "members."

 

  • d) "Owner" shall mean the record owner of any industrial business concern. Such owner, or his officially designated representative, shall be included for all purposes as a single owner irrespective of whether such ownership is joint, in common, tenancy by the entirety or otherwise. Owners of more than one Industrial Concern, however, shall have the same vote and pay the same annual assessment as individual owners.

 

  • e) "Associate Member" shall mean and refer to each holder of an associate membership interest who is not an owner of a Business Concern. An Associate Member does not have voting rights and is not eligible to serve as an officer or director. An Associate Member must be approved by a majority vote of the Board of Directors in their sole and absolute discretion.

 

ARTICLE III

 

PURPOSE

 

This Group is formed for the benefit of the Members and Associate Members of the Group, to preserve and enhance businesses within the geographical area of the Brookhaven Industrial Group as set out in Article II.

 

ARTICLE IV

 

APPLICABILITY

 

All present and future Members and Associate Members shall be subject to these By-Laws and to the rules and regulations issued by the Group to govern the conduct of its Members and Associate Members.

 

ARTICLE V

 

MEMBERSHIP AND VOTING RIGHTS

 

Section 1. Membership

 

The Group shall have two (2) Classes of Membership as follows:

 

The Owner of each Business Concern shall be eligible to become a member. Membership in the Group is entirely voluntary. Each member is entitled to one (1) vote. When more than one (1) person or entity holds a membership interest, the one (1) vote shall be exercised as the persons mutually determine. No Member shall split or divide its votes on any motion, resolution or ballot. However, Owners of more than one Industrial Concern shall have only one membership and shall be entitled to only one (1) vote.

 

A business or entity that is not an owner shall be eligible to become an Associate Member. No Associate Member shall have voting rights and nor serve as an officer or director of the Group. An Associate Member must be approved by a majority vote of the Board of Directors.

 

 

 

 

Section 2. Suspension of Membership

 

The rights of membership are subject to the payment of periodic assessments levied by the Board of Directors, the obligation of which is imposed against each Member pursuant to Article VII, Section 5. Annual assessments are not refundable.

 

Section 3. Resignation

 

A Member or Associate Member may resign at any time by giving written notice to the Board of Directors, the President or Secretary of the Group. Written notice may be hand delivered or sent by certified mail, return receipt requested. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

 

 

ARTICLE VI

 

QUORUM, PROXIES AND WAIVERS

 

Section 1. Quorum.

 

As many Members as shall represent at least one-half (50.00%) of the total authorized votes of all Members either present in person or represented by written proxy shall constitute a quorum at all meetings of the Group for the transaction of business, except as otherwise provided by statute, the Certificate of Incorporation of the Group or by these By-Laws. If, however, such quorum shall not be present or represented at any meeting of the Group, the Members entitled to vote thereat, present in person or represented by written proxy, shall have the power to adjourn the meeting. At least five (5) days' written notice of such adjourned meeting shall be given to all Members. At such adjourned meeting, any business may be transacted which might have been transacted at the meeting originally called. At such adjourned meeting, as many members as shall represent at least one-half (50.00%) of the total authorized votes of all Members shall constitute a quorum.

 

Section 2. Vote Required to Transact Business.

 

When a quorum is present at any meeting, the vote of two-thirds (66.67%) of the Members present in person or represented by written proxy (provided such proxy authorizes casting of vote on a specifically enumerated motion) shall decide any questions brought before such meeting and such vote shall be binding upon all members, unless the question is one upon which by express provision of a statute, the Certificate of Incorporation, or of these By-Laws, a different vote is required, in which case such express provisions shall govern and control the decision of such question.

 

 

 

Section 3. Right to Vote.

 

Members shall be entitled to vote either in person or by proxy at any meeting of the Group. Any such proxy shall only be valid for such meeting or subsequent adjourned meetings thereof.

 

Section 4. Proxies.

 

All proxies shall be in writing and shall be filed with the Secretary prior to the meeting. A notation of such proxies shall be made in the minutes of the meeting.

 

Section 5. Waiver and Consent.

 

Wherever the vote of the membership at a meeting is required or permitted by statute, the Certificate of Incorporation, or of these By-Laws to be taken in connection with any action of the Group, the meeting and vote of the membership may be dispensed with if all Members who would have been entitled to vote upon the action if such meeting were held, shall consent in writing to such action being taken.

 

Section 6. Place of Meeting.

 

Meetings shall be held at any suitable place convenient to the Members as may be designated by the Board of Directors and designated in the notices of such meetings.

 

Section 7. Annual Meetings.

 

The annual meeting of the membership of the Group shall be held on such date as is fixed by the Board of Directors.

 

At such meetings there shall be elected by ballot of the membership a Board of Directors in accordance with the requirements of Article VII of these By-Laws. The Members may also transact such other business as may properly come before the meeting.

 

Section 8. Special Meetings.

 

It shall be the duty of the President to call a special meeting of the Group, if so directed by the Board of Directors, or upon the presentation to the Secretary of a petition signed by a majority of the Members.

 

Section 9. Notice of Meetings.

 

It shall be the duty of the Secretary to transmit, by regular mail, e-mail or fax transmission a notice of each annual or special meeting, stating the purpose thereof as well as the time and place where it is to be held, to each Member and Associate Member at least five (5) but not more than thirty (30) days prior to such meeting. The transmittal of a notice in the manner provided in these By-Laws shall be considered notice served.

 

Section 10. Order of Business.

 

The order of business at all meetings shall be as follows:

 

  • a) Roll Call
  • b) Proof of notice of meeting or waiver of notice
  • c) Reading of minutes of preceding meeting
  • d) Report of officers
  • e) Report of committees
  • f) Appointment of inspectors of election (in the event there is an election)
  • g) Election of Directors (in the event there is an election)
  • h) Unfinished business
  • i) New business

 

ARTICLE VII

 

BOARD OF DIRECTORS

 

Section 1. Number and Term.

 

The number of Directors which shall constitute the whole Board shall not be less than five nor more than seven. At the first meeting and at all subsequent annual meetings the Members shall vote for and elect seven Directors to serve for two year terms and until their successors have been duly elected and qualified. All directors must be either Members of the Group or an owner, corporate officer or manager of such Member. As required by law, each Director shall be at least nineteen years of age.

 

Section 2. Voting.

 

In an election of Directors, each Member shall be entitled to as many votes as shall equal the number of Directors to be elected.

 

A Member may cast only one (1) vote for each Director. Cumulative voting is not permitted.

 

Section 3. Vacancy and Replacement.

 

If the office of any one Director becomes vacant by reason of death, resignation, retirement, disqualification, removal from office or otherwise, a majority of the remaining Directors at a special meeting of Directors duly called for this purpose, shall choose a successor, who shall hold office for the unexpired term in respect of which such vacancy occurred and until his successor is duly elected and qualified.

 

 

 

If the office of two or more Directors becomes vacant by reason of death, resignation, retirement, disqualification, removal from office or otherwise, it shall be the duty of the remaining Directors to call a special meeting of the Group to elect the necessary successors who shall hold office for the unexpired term in respect of which such vacancy occurred and until his successor is duly elected and qualified.

 

Section 4. Removal.

 

Directors may be removed for cause by an affirmative vote of a majority of the Members. No Director shall continue to serve on the Board if, during his term of office, he shall cease to be a Member.

 

Section 5. Powers.

 

  • 1) The business of the Group shall be managed by its Board of Directors, which may exercise all such powers of the Group and do all such lawful acts and things as are not by statute, Certificate of Incorporation, or by these By-Laws, directed or required to be exercised or done by the Members or Owners personally. These powers shall specifically include, but not be limited to, the following items:

 

  • 2) To determine and levy the annual assessment. Said annual assessment shall be fixed at an amount sufficient to pay the costs of operating and carrying out the purposes of the Group. The amount of the annual assessment shall be determined by the Board of Directors.

 

  • 3) To open bank accounts on behalf of the Group and to designate the signatories to such bank accounts.

 

  • 4) To collect delinquent assessments by suit or otherwise, to abate nuisances and to enjoin or seek damages from Members and Associate Members for violations of the rules and regulations herein referred to.

 

  • 5) To make reasonable rules and regulations and to amend the same from time to time. Such rules and regulations and amendments thereto shall be binding upon the Members and Associate Members when the Board has approved them in writing and delivered a copy of such rules and all amendments to each Member and Associate Members.
  • 6) To employ workmen, janitors, gardeners and supervisory personnel, and to purchase supplies and equipment, to enter into contracts, to provide maintenance and other services, and generally to have the powers of Directors in connection with the matters hereinabove set forth.

 

  • 7) To bring and defend actions by or against one or more Members and Associate Members and pertinent to the operation of the Group and to assess special assessments to pay the cost of such litigation.

 

  • 8) The Board of Directors may, by resolution or resolutions, passed by a majority of the whole Board, designate one (1) or more committees, each of such committees to consist of at least three (3) Directors, Members or Associate Members. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Committees established by resolution of the Board of Directors shall keep regular minutes of their proceedings and shall report the same to the Board as required.

 

Section 6. Compensation.

 

Directors and officers, as such, shall receive no compensation for their services.

 

Section 7. Meetings.

 

  • a) The first meeting of each Board newly elected by the Members shall be held immediately upon adjournment of the meeting at which they were elected, provided a quorum shall then be present, or as soon thereafter as may be practicable. The annual meeting of the Board of Directors shall be held at the same place as the annual meeting of Group Members and immediately after the adjournment of same, at which time the dates, place and time of regularly scheduled meetings of the Board shall be set.

 

  • b) Regularly scheduled meetings of the Board may be held without special notice.

 

  • c) Special meetings of the Board may be called by the President on five (5) days' notice to each Director either personally, by mail, by facsimile, or by e-mail. Special meetings shall be called by the President or Secretary in a like manner and on like notice on the written request of at least two (2) Directors.

 

  • d) At all meetings of the Board, a majority of the Directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and an act of two-thirds (2/3) majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, or by these By-Laws. If a quorum shall not be present at any meeting of Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting until a quorum shall be present.

 

  • e) Before or at any meeting of the Board of Directors, any Director may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meeting of the Board shall be a waiver of notice by him of the time and place thereof. If all the Directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting.

 

Section 8. Annual Statement.

 

The Board of Directors shall furnish to all members and shall present annually (at the annual meeting) and when called for by a vote of the Members at any special meeting of the members, a full and clear statement of the business conditions and affairs of the Group, including a balance sheet and profit and loss statement verified by an independent public accountant and a statement regarding any taxable income attributable to the Members and a notice of the holding of the annual meeting of Group members.

 

Section 9. Fidelity Bonds.

 

The Board of Directors, in their discretion, shall require that all officers and employees of the Group handling or responsible for Group funds shall furnish adequate fidelity bonds. The premium on such bonds shall be an expense of the Group.

 

Section 10. Management Agent.

 

The Board of Directors may employ for the Group a management agent under a term contract or otherwise at a compensation established by the Board, to perform such duties and services as the Board shall authorize, including, but not limited to, all of the delegable duties of the Board listed in this Article.

 

ARTICLE VIII

 

OFFICERS

 

Section 1. Elective Officers.

 

The officers of the Group shall be chosen by the Board of Directors and shall be a President, a Vice President, a Secretary and a Treasurer. All officers must be members of the Board of Directors or Members of the Group. Two (2) or more offices may not be held by the same person. Only one member from any industrial concern can be an officer and/or board member at any one time.

 

 

 

Section 2. Election.

 

The Board of Directors, at this first meeting after each annual meeting of Group members, shall elect a President, a Vice President, a Secretary and a Treasurer. Only the President must be a member of the Board.

 

 

 

 

Section 3. Appointing Officers.

 

The Board may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

 

Section 4. Term.

 

The officers shall hold office for a period of two (2) years or until their successors are chosen and qualify in their stead. Any officer elected or appointed by the Board of Directors may be removed with or without cause, at any time, by the affirmative vote of a majority of the whole Board of Directors. If the office of any officer becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.

 

Section 5. The President.

 

The President shall be the chief executive officer of the Group. The duties of the President include but are not limited to the following: to preside at all meetings of the Group Members and the Board of Directors; be an ex-officio member of all standing committees; have general and active management of the business of the Group; see that all orders and resolutions of the Board are carried into effect.

 

Section 6. The Vice President.

 

The Vice President shall take the place of the President and perform the duties of the President whenever the president shall be absent or unable to act.

 

Section 7. The Secretary.

 

The duties of the Secretary shall include but not be limited to the following: attend all sessions of the Board and all meetings of Group members; record all votes and the minutes of all proceedings in a book to be kept for that purpose; and perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of Group members and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or by the President, under whose supervision the secretary shall be.

 

Section 8. The Treasurer.

 

The Treasurer shall have custody of the Group funds and securities and shall keep full and accurate chronological accounts of receipts and disbursements in books belonging to the Group, including the vouchers for such disbursements, and shall deposit all monies, and other valuable effects in the name and to the credit of the Group in such depositories as may be designated by the Board of Directors.

 

The Treasurer shall disburse the funds of the Group as may be ordered by the Board, making proper vouchers for such disbursements and shall render to the President and Directors, at the regular meeting of the Board or whenever they may require it, an account of all transactions as Treasurer and of the financial condition of the Group.

 

The Treasurer shall keep detailed financial records and books of account of the Group, including a separate account for each Member, which among other things, shall contain the amount of each assessment, the date when due, the amount paid thereon and the balance remaining unpaid.

 

Section 9. Agreements, etc.

 

All agreements and other instruments shall be executed by the President and one other Director or such other two persons as may be designated by the Board of Directors.

 

ARTICLE IX

 

NOTICES

 

Section 1. Definitions.

 

Whenever under the provisions or of these By-Laws, notice is required to be given to the Board of Directors or to any Director, Member or Associate Member it shall not be construed to mean personal notice but such notice may be given in writing, by mail, by depositing the same in a post office or letter box in a postpaid sealed wrapper, addressed to the Board of Directors, such Director, Member or Associate Member at such address as appears on the books of the Group.

 

Section 2. Service of Notice - Waiver.

 

Whenever any notice is required to be given under the provisions, or of these By-Laws, a waiver thereof, in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed the equivalent thereof.

 

ARTICLE X

 

FINANCES

 

Section 1. Checks.

 

All checks or demands for money and notes of the Group shall be signed by the President and Treasurer, or by such other officer or officers or such other person or persons as the Board of Directors may from time to time designate.

 

 

 

 

Section 2. Operating Account.

 

There shall be established and maintained a cash deposit account to be known as the "Operating Account" into which shall be deposited all assessments and special assessments as fixed and determined for all Members. Disbursements from said account shall be for the general needs of the operation including, but not limited to, wages, repairs, betterments, maintenance and other operating expenses of the Group.

 

Section 3. Other Accounts.

 

The Board shall maintain any other accounts it shall deem necessary to carry out its purposes.

 

ARTICLE XI

 

INSURANCE

 

The Board of Directors shall maintain directors and officers liability insurance, to the extent obtainable, covering each member of the Board of Directors, and officers against liability for any negligent act or omission attributable to them. The cost of such insurance shall be at the expense of the Group.

 

ARTICLE XII

 

AMENDMENTS

 

These By-Laws may be altered, amended or added to at any duly called meeting of group Members provided:

 

  • a) that the notice of the meeting shall contain a full statement of the proposed amendment; and

 

  • b) that the amendment shall be approved by vote of 66-2/3% of the Members. No amendment, however, shall affect or impair the validity or priority of the Members' interests.

 

 

 

 

 

 

 

 

 

 

ARTICLE XIII

 

GENERAL PROVISIONS

 

 

Section 1. Fiscal year.

 

The fiscal year of the Group shall be fixed by resolution of the Board of Directors.

 

Section 2. Seal.

 

The Group seal shall have inscribed thereon the name of the Group and the year of its formation under the laws of the State of New York. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

 

Section 3. Examination of Books and Records.

 

Each Member and Associate Member, or their respective representatives, shall be entitled to a reasonable examination of the books and records of the Group at any time upon reasonable notice to its Board of Directors. The certificate of incorporation, and the By-Laws of the Group shall be available for inspection by any Member or Associate Member at the principal office of the Group.

 

Section 5. Construction.

 

Whenever the masculine or singular form of the pronoun is used in these By-Laws, it shall be construed to mean the masculine, feminine or neuter, singular or plural, whenever the context so required.

 

In the case of any conflict between the certificate of incorporation, and these By-Laws, the certificate shall control.

 

Section 6. Severability.

 

Should any of the covenants, terms or provisions herein imposed be or become unenforceable at law or in equity, the remaining provisions of these By-Laws shall, nevertheless, be and remain in full force and effect.

 

Section 7.

 

The rules contained in the current edition of Robert's Rules of Order shall govern the Group in all cases to which they are applicable and in which they are not inconsistent with these by-laws and any special rules of order the Group may adopt.

 

Secretary