CORAM CIVIC ASSOCIATION
CORAMCIVICASSOCIATION

Constitution & Bylaws

CONSTITUTION OF THE CORAM CIVIC ASSOCIATION

ARTICLE I
NAME, OBJECT, AND MEMBERSHIP

Section 1: Name: The name of the association shall be the Coram Civic Corporation d/b/a as the Coram Civic Association.
Section 2: Purpose: To maintain a strong, unified, and representative ‘voice of the community’ with an influential effect on the continuing development of the quality of life for all residents of the hamlet of Coram.
Section 3: Membership: An individual who has reached the age of eighteen years and who is a resident of Coram (11727 zip code) shall be eligible for annual membership. An individual shall be determined to be a member upon meeting the eligibility requirements and paying annual dues in an amount as defined in the Bylaws. Only members in ‘good standing’ as defined in the Bylaws may vote in the elections. A member in good standing is able to vote in the election of officers, directors, and all other matters concerning the Association that are put up for vote by the Board. Non-voting annual guest memberships are available as per guidelines in the Bylaws.

ARTICLE II
OFFICERS, DIRECTORS, ELECTIONS, TERMS OF OFFICES, BOARD OF DIRECTORS, VACANCIES AND COMMITTEES

Section 1: Officers: The elected officers of this Association shall be a President, a Secretary, a Treasurer, and such other officers as may be provided for in the Bylaws. Any two or more offices may be held by the same person, except for the offices of President and Secretary. A board member holding two or more offices will have only one vote. Officers will receive no compensation for their services but may be reimbursed for pre-approved expenses. All officers must be residents of Coram (11727) and of twenty-one years of age. An officer of the Civic can be determined to have vacated their office if they fail to attend three (3) successive general or Board meetings without valid cause as defined in the Bylaws. The Board of Directors by a 2/3 majority vote will determine if removal is required.
Section 2: Directors: The number of elected Directors of this Association shall be at the discretion of the Board of Directors but will include at a minimum all Officers as defined in the Bylaws. All Directors must be residents of Coram (11727) and of twenty-one years of age. A Director of the Civic can be determined to have vacated their office if they fail to attend three (3) successive general or Board meetings without valid cause as defined in the Bylaws. The Board of Directors by a 2/3 majority vote will determine if removal is required.
Section 3: Elections & Terms of Office: (a) The officers shall be officially elected during the annual meeting of the Association. 
(b) The term of office for the Board of Director members who are officers of the corporation will coincide with the term of office of their officer position. The term of office for the Board of Directors members who are not elected officers will be annual on a calendar basis. The terms of office for the corporate officers serving on the Board will be set at two (2) years unless otherwise temporarily or permanently determined by a majority vote of the Board of Directors. (c) There shall be a limit of two consecutive terms for the officer positions of President and Vice President and no term limits for the remaining officer and Board positions. This will not preclude their being subsequently elected to other positions or from being elected to a previous held position after a one term break in service. (d) Upon a quorum being met, a simple majority of the votes cast by those members voting and in ‘good standing’ as defined in the Bylaws shall constitute an election. (e) In an uncontested election for an Officer or Director, the President will have the option to request the Secretary to cast one affirmative vote for determining the official outcome in lieu of a general vote of the membership in good standing. (f) Annual Meeting schedule may be modified on an Act of God basis.
(d) Upon a quorum being met, a simple majority of the votes cast by those members voting and in ‘good standing’ as defined in the Bylaws shall constitute an election. (e) In an uncontested election for an Officer or Director, the President will have the option to request the Secretary to cast one affirmative vote for determining the official outcome in lieu of a general vote of the membership in good standing. (f) Annual Meeting schedule may be modified on an Act of God basis.
Section 4: Board of Directors: There shall be a Board of Directors composed at a minimum of the elected officers of the Association; specifically, the President, Secretary, Treasurer, and such other Officers and Directors as may be provided for in the Bylaws each having a single vote. A board member holding two or more offices will have only one vote. The Board of Directors will by a simple majority rule be responsible for the day-to-day operations of the Civic. The Board of Directors shall appoint the Nominating Committee and additional committees as the needs of the community dictate. The Board of Directors shall, to the extent permitted by law and the Constitution and Bylaws of this Association, exercise all the powers inherent in this Association. Meetings of the Board of Directors shall be held as provided in the Bylaws.
Section 5: Vacancies: All vacancies of Officers and Directors will be replaced under the guidelines of the Bylaws.
Section 6: Committees: (a) A Nominating Committee will be selected by the Board of Directors at least two months prior to the Annual Meeting as per the Bylaws. The President shall appoint one of the members of the nominating committee as chairman of such committee. The duties of this committee shall be those normally performed by nominating committees. (b) Other committees will be formed as per the Bylaws.

ARTICLE III
MEETINGS, NOTICES AND QUORUM

Section 1: Annual Meetings: The Annual Meeting of the Association shall be held in the month of November of each calendar year for the election of Officers and Directors. Elected Officers and Directors will be sworn in at the next General Meeting held. The Annual Meeting schedule may be modified on an Act of God basis.
Section 2: Special Meetings: Special meetings of the Association may be called by the President, or upon the President's refusal to do so, by the Secretary upon the written request of twenty-five (25) members in good standing of the Association. All members will be notified of special meetings so called, at least five days in advance, the notice to specify the time, place, and purpose thereof. A notice conveyed to a member at a contact point appearing in the membership records of the Coram Civic Association at least six days prior to the date of such meeting shall be deemed complete compliance with the notice herein required.
Section 3: Quorum: Ten percent of the members in good standing constitute a quorum at any election or special meeting.

ARTICLE IV
DUES

Dues: Membership dues in the Association shall be as established by the Bylaws.

ARTICLE V
PROCEDURES AT MEETING

Procedures: Robert's Rules of Order shall be used as a guideline for all meetings of this Association and may be modified at the discretion of the presiding officer.

ARTICLE VI
MINUTES

Minutes: The minutes of the general meeting shall be reviewed, corrected, approved by the Board, recorded, and made available to the membership prior to or at the next general meeting.

ARTICLE VII
INITIATION AND AMENDMENTS

Section 1: Initiation: This constitution will become effective upon written submission to the Association membership, and upon affirmative response by a majority of no less than ten percent of the members in good standing.
Section 2: Amendments: This Constitution may subsequently be amended by a majority vote of no less than ten (10) percent of the members in good standing. The President may call for the vote by ballot.


Adopted Coram, NY: 8/28/2006 Amended 5/28/2008, 5/24/2010, 02/07/2021; 11/10/21.
Founding Members: Kathleen Meade, Nancy Cobian, Michael Dickson, Eva Greguski, Maria Inzalaco, James F. Meade

BYLAWS OF THE CORAM CIVIC ASSOCIATION

PURPOSE
The Bylaws of the Association are the primary policies and guidelines by which the Association conducts the day-to-day operations and are subject to change under the Amendment clause of the Bylaws as current law and the current needs of the Association require to accomplish the purpose of the Association as contained in the Constitution.

OFFICERS & DIRECTORS
Section 1: The Officers of the Association will be as per Article II Section 1 of the Constitution plus a Vice President, Membership Secretary, Corresponding Secretary, and a Sergeant-At-Arms and such other officers as may be determined by majority vote of the Board of Directors. Section 2: The Directors of the Association will be as per Article II Section 2 of the Constitution.

DUTIES OF OFFICERS & DIRECTORS
Section 1:
The President shall preside at all meetings of the Board of Directors at which the President is present. The President shall function as the chief executive officer of the Corporation and shall supervise the management of the affairs of the Corporation subject only to the supervision of the Board. The President shall also perform such other duties as may be assigned from time to time by the Board. The President will be a signatory for contracts and check issuance. The officer will have a single vote on the Board of Directors.
Section 2: Duties of the Vice President: In the absence or incapacity to act of the President, or if the office of President be vacant, the Vice President or, if there be more than one Vice President, the Vice Presidents in order of seniority as determined by the Board of Directors, shall preside at all meetings of the Board of Directors, and shall perform the duties and exercise the powers of the President, subject to the right of the Board from time to time to extend or confine such powers and duties or to assign them to others. Each Vice President shall have such powers and shall perform such other duties as may be assigned by the Board of Directors or the President. The officer will have a single vote on the Board of Directors.
Section 3: Duties of the Treasurer: Treasurer shall keep and maintain the books of account and shall have charge and custody of, and be responsible for, all funds and securities of the Corporation, and shall deposit all such funds in the name of and to the credit of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors. The Treasurer will submit an annual report to the Board of all revenues and expenses. The Treasurer shall also perform all other duties customarily incident to the office of Treasurer and such other duties as from time to time may be assigned by the Board of Directors. The Treasurer will be a signatory for check issuance. The officer will have a single vote on the Board of Directors.
Section 4: Duties of the Secretary: It shall be the duty of the Secretary to act as secretary of all meetings of the Board of Directors, and to keep the minutes of all such meetings in a proper book or books to be provided for that purpose; the Secretary shall see that all notices required to be given by the Corporation are duly given and served; the Secretary shall keep a current list of the Corporation’s Directors and officers and their residence addresses; the Secretary shall be custodian of the seal of the Corporation and shall affix the seal, or cause it to be affixed, to all agreements, documents and other papers requiring the same. The Secretary shall have custody of the minute book containing the minutes of all meetings of Directors, and any other committees which may keep minutes, and of all other contracts and documents which are not in the custody of the Treasurer of the Corporation, or in the custody of another person authorized by the Board of Directors to have such custody. The Secretary shall also perform all other duties customarily incident to the office of Secretary and such other duties as from time to time may be assigned by the Board of Directors. The officer will have a single vote on the Board of Directors.
Section 5: Duties of the Membership Secretary: It shall be the duty of the Membership Secretary to record all applications for membership and to keep a roster of all members, along with their names and addresses. It shall also be the duty of the Membership Secretary to forward, without delay, any reports that may be requested by the President and to submit any pertinent files for the purpose of inspection and audit whenever ordered to do so by the President. It shall also be the duty of the Membership Secretary to keep account of the financial standings, in this Association, of each member. The Membership Secretary shall collect all dues and remit the same over to the Treasurer within ten (10) days, taking a receipt at that time. The Membership Secretary shall make available a current list of the membership at every regular or special meeting of the Association.
Section 6: Duties of the Corresponding Secretary: The Corresponding Secretary shall conduct the general correspondence of the Association, give notice of all regular and special meetings of the Association and the Board of Directors, and perform such other duties as the Association may direct.
Section 7: Duties of the Sergeant-At-Arms: It shall be the duty of the Sergeant-At-Arms to direct members and guests to indicate their presence in writing at all regular and special meetings of the Association. In addition, the Sergeant-At-Arms shall greet and welcome all invited speakers. The Sergeant-At-Arms shall maintain order and, at the President’s direction, escort a member or guest who is out of order from the meeting.
Section 8: Duties of Director: It shall be the duty of each Director to fulfill those responsibilities as determined by the President and/or a majority vote of the Board of Directors. The basic premise of the NPCL (Not for Profit Corporate Law) is that a not-for-profit corporation is managed by its Board of Directors acting as a body through a majority vote. Directors, acting as individuals, have no power to act on behalf of the corporation unless specifically directed to do so on a case-by-case basis by the Board of Directors.

MEMBERSHIP
Membership will be as per Article I, Section 3 of the Constitution.
Section 1: Non-voting annual Guest Memberships on a non-participating basis will be permitted for non-residents over the age of 18 upon payment of the annual dues.

Section 2: Non-voting annual Student Memberships on a participating basis will be permitted under the Guest Membership clause for students in the 7th to 12th grade levels who are residents in the 11727 zip code and are under the age of 18 with written parent approval. Annual dues for Student Membership are waived. 

ELECTIONS
Section 1: Elections will take place as per Article II, Section 3(a) & 3(f) of the Constitution.
Section 2: Election of Officers shall be as follows: during even years President, Corresponding Secretary, Treasurer, and Sergeant at Arms; during odd years Vice President, Secretary, and Membership Secretary.
Section 3: Election of Board Directors shall be as follows: Directors who also serve as Officers as defined in the Bylaws will be elected as per Elections Section 1 of the Bylaws. Other members of the Board of Directors shall be elected on an annual basis.
Section 4: Nominees for Officer and/or Board Director positions mustbe twenty-one years of age, and a Member in Good Standing. Additionally, nominees for the offices of the President and Vice President must have two years prior Coram Civic Board of Directors experience. 

VACANCIES
Section 1: An Officer or Director may voluntarily vacate their office through resignation for any reason through direct communication to the President or Board of Directors. The Board of Directors will formally accept the resignation and place the action in the meeting minutes.
Section 2: An Officer of the Civic can be determined to have vacated their office if they fail to attend three (3) successive general or Board meetings without valid cause as defined in the Bylaws and be subject to removal.
Section 3: A Director of the Civic can be determined to have vacated their office if they fail to attend three (3) successive general or Board meetings without valid cause as defined in the Bylaws and be subject to removal.
Section 4: If a vacancy should be determined or occur, the Board of Directors shall have the option of filling that vacancy by majority appointment, special election or leaving that position vacant until election at the next Annual Meeting as per Article II Section 1 of the Constitution except if that vacancy is for the President. If a vacancy of the President’s office occurs for any reason, a special general election must be held within 90 days to fill the position.

REMOVALS
The Board of Directors by a 2/3 majority vote shall determine if removal of an Officer or Director is required. The Officer or Director will be notified of the Board’s decision by certified mail 30 days prior to the date of removal. Replacement of the position will be as per Vacancies Section 4 of the Bylaws

VALID CAUSE
Valid cause relates to Officer and Director absenteeism. Valid cause will be any life event, family matter, illness, accident, personal matter, or any other reason presented to and accepted by the President and/or majority vote of the Board of Directors.

ELIGIBILITY TO VOTE
Eligibility to vote: A member as defined in Article I Section 3 of the Constitution is able to cast a vote in matters concerning the Association if that member is a member in ‘good standing.’ An individual shall be determined to be a member in good standing if (a) such member has attended at least four (4) regular monthly meetings in the prior twelve (12) months; and (b) membership dues are current. DUES Dues for membership will be $15.00 per person per annum on a calendar basis. Annual dues must be renewed by January 31 of the following year to maintain continuous membership.

MEETINGS
Section 1: Regular meetings of the Association shall be held on the fourth Monday of the month at 7:30 pm or at a time otherwise designated by the Board of Directors. No regular meeting will be held in December if the Holiday Festival is being held that month unless otherwise determined by the Board of Directors.
Section 2: Meetings are held at the Coram Fire House Community Room located at 303 Middle Country Road unless otherwise designated by the Board of Directors. Section 3: Board of Directors meetings of the Association will be held at least once per month or as otherwise directed by the President. Board of Directors meetings including Board votes may be held telephonically, via video conferencing, or other electronic means when necessitated or desired. A Board of Directors meeting must have a quorum of ½ to be an official meeting.


COMMITTEES
Section 1: There shall be the following standing committees composed of at least two (2) members: Beautification, Commerce Development, Highway & Roads, Membership, Nomination Committee, Planning & Land Use, Public Relations and Special Events.
Section 2: The Nominating Committee will be appointed two months prior to the Annual Meeting. The Nominating Committee will consist of at least three (3) and not more than eight (8) active members in good standing, selected by the Board of Directors from different sections of the community. Section 3: Liaisons will be appointed as the community's needs require.
Section 4: Additional committees and sub-committees will be appointed as needed by the Board of Directors.

ORDER OF BUSINESS
The Order of Business to be followed at meetings shall be:
A. Call to order - Salute to the flag
B. Treasurer's Report
C. Report of Officers
D. Report of Committees
E. Members Speak
F. Old Business
G. New Business
H. Guest Speaker
I. Motion to adjourn
Order of Business may be changed at any time at the discretion of the presiding officer.

AMENDMENTS
These Bylaws may subsequently be amended by a majority vote of the Board of Directors.


Adopted Coram, NY: 8/28/2006 Amended 5/28/2008, 5/24/2010, 2/7/2021, 11/10/21.
Founding Members: Kathleen Meade, Nancy Cobian, Michael Dickson, Eva Greguski, Maria Inzalaco, James F. Meade

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Coram Civic Association
PO Box 21
Coram,  

 

E-mail: info@coramcivic.org

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