C.J

2014 CONSTITUTION MERRICK ESTATES CIVIC ASSOCIATION, INC.

Article I – Name

The name of this Association is Merrick Estates Civic Association, Inc. (hereafter called MECA).

Article II - Form of Organization

MECA is a voluntary non-profit membership corporation organized and existing under the laws of the State of New York.

Article III - Purposes

The purposes of MECA shall be;

A.To act on behalf of the members of MECA in relation to civic matters and problems concerning Merrick, Town of Hempstead, Nassau County and the State of New York as the members and Board of Directors shall desire.

B. To construct, maintain,operate andimprovethe beach, pool and related facilities at theproperty ownedbyMECAon Shore Drive in Merrick, Town of Hempstead, Nassau County, State ofNew York onbehalf of themembers of such facilities as described and defined in Article V of thisconstitution.

Article IV - Constitution

A. Function

This Constitutionshallbe thebasic lawof MECA.

B. Adoption

1. This Constitution shall be offered for adoption by being submitted on at least one month’s prior written notice to each of the members of MECA in good standing and thereafter put to vote at the next regularly called meeting of MECA after such notice is mailed. This Constitution shall be adopted and shall be immediately in full force and effect provided that at the above-mentioned meeting of MECA at least two-thirds of the member households in good standing present and voting vote affirmatively to adopt this Constitution.

2. Upon the adoption of this Constitution all previous Constitutions of MECA and all amendments thereto and the By-Laws of MECA thereunder shall be repealed, revoked and nullified forthwith except that all Officers and Directors in office at the date of the adoption of this Constitution shall remain in their respective positions until the expirations of the terms for which they were originally elected or appointed unless any vacancy shall sooner occur by resignation or removal.

3. Furthermore, all legal and financial obligations that had been engaged by MECA prior to the adoption of this Constitution and in effect at the date of the adoption of this Constitution shall remain in effect unimpaired by the adoption of this Constitution.

Article V –Membership

  1. There shall be three (3) classes of membership:

1. Class I membership shall be membership at large (ordinary member) in MECA for the purpose of participating in all activities thereof excluding the beach, pool, and related facilities. In the event of a sale of the association’s assets, or liquidation of assets, Class I members shall not be entitled to any share of the proceeds from such sale or liquidation.

2. Class II membership in MECA shall be known as full membership (full pool member) and shall be members for all purposes including the beach, pool and related facilities.

3. Class III membership in MECA shall be known as Merrick Estates Peninsula Membership (Peninsula Pool member) and shall be members for all purposes including the beach, pool and related facilities. In the event of a sale of the association’s assets, or liquidation of assets, Class III members shall not be entitled to any share of the proceeds from such sale or liquidation.

B. Initiation and Maintenance of Membership

Each member shall join and maintain his/her membership by paying to the Treasurer of MECA the appropriate fees, dues, assessments and penalties (if any) as more particularly stated in Article X of this Constitution. Each member who has paid all of the dues, fees, assessments and penalties (if any) pertaining to his/her class of membership shall be in good standing and shall enjoy all of the rights and privileges of his/her class of membership.

C. Eligibility

1. Class I membership in MECA shall be available to all owner and/or residents of homes in the area known as Merrick Harbor Estates Sections one (1) through six (6) inclusive in Merrick, Town of Hempstead, Nassau County, State of New York as described in the Map of Merrick Harbor Estates filed in the office of the Nassau County Clerk. Each residence shall count as and be deemed and considered a single membership. To retain Class I membership, a member shall own and/or reside In a home in Merrick Harbor Estates, Sections one (1) through six (6) inclusive.

2. Class II membership in MECA shall be available to owners of homes in the area defined in paragraph 1 above. Each residence shall be considered and deemed a single membership. To retain Class II membership, a member shall be the owner of a home described in paragraph 1 above.

3. A lessee may become an annual Class II member if the owner of the home in which he/she resides is not a Class II member.

4. An owner may assign the use of his/her Class II membership for the purpose of use of the beach, pool and related facilities for a pool season to a lessee of the residence which he/she owns at the time of or after the payment of the annual membership fee for that season on a form to be provided by MECA for that purpose. This assignment shall be filed with MECA as directed on the form provided at the time of payment of the annual membership fee or at any time during that pool season. In the absence of such assignment a lessee will not be permitted to use the beach, pool and

related facilities of a Class II membership, and the owner may retain such privileges regardless of his/her residence.

5.Class III membership shall be available to all owners or lessees of homes in the area known as the Merrick Estates Peninsula in Merrick that are not included in the area eligible for Class I or Class II membership. The class III membership area is, south of, but not including, Merrick Road, and bordered by Shore Drive, Clubhouse Road, and the west side of Lindenmere Drive as it runs northward to Merrick Road.

6.Homes on both sides of Shore Drive and Clubhouse Road are included in the area. The west side of Lindenmere Drive is excluded from the area. No businesses or houses of worship, parks or clubs within the area shall be eligible.

D. Loss of Membership Rights and Reinstatement

When any member shall be delinquent in the payment of any dues, fees, assessments or penalties (if any) he/she shall not be in good standing and all rights and privileges of such membership shall be suspended until all dues, fees, assessments and penalties (if any) in arrears shall have been fully paid to the Treasurer of MECA. When such arrears shall have been fully paid, the member shall be automatically reinstated in good standing and in all his/her rights and privileges of membership unless themembership shall have been previously determined to have been abandoned pursuant to the provisions of Section G of Article V of this Constitution.

E. Transfer of Membership in Beach. Pool and Related Facilities

1. A member who sells the residence from which he/she is a member and purchases and occupies a different residence within Merrick Harbor Estates Sections one (I) through six (6) inclusive may transfer his/her membership with him/her and in so doing shall be ineligible to exercise any other option in this Section E of Article V of this Constitution.

2. A member who sells the residence from which he/she is a member shall be entitled to offer to transfer his/her membership to the vendee of his/her residence at any price which such member and his/her vendee may agree upon. If such transfer is agreed upon, the member and his/her vendee shall notify MECA in writing accordingly and on the day when the vendee closes title on the residence he/she shall automatically succeed to the selling member’s membership (subject to the payment of any arrears in the dues or assessments unpaid on that date by the selling member) and the selling member’s membership shall forthwith terminate.

3. A member who sells his/her residence and does not transfer his/her membership to his/her vendee may offer to transfer his/her membership to any non-member resident of Merrick Harbor Estates Sections one (I) through six (6) inclusive. Upon receiving a bona fide bid from such offeree, the member shall notify MECA in writing of the price agreed upon for the transfer. The offer of transfer of the membership in question shall then be communicated in writing to MECA within forth- eight (48) hours to each person on the waiting list established under Section F of Article V of this Constitution. Any person on the waiting list may accept the offer at the terms agreed upon by the selling member and his/her original offeree by so notifying MECA in writing within forty-eight (48) hours after the sending of the notice

by MECA. If more than one person on the waiting list should accept the offer, priority of right to purchase the membership in question shall be given to the person highest on the waiting list. If no person on the waiting list should accept the offer in the terms stated therein within the time limit stated above, the selling member shall be entitled to transfer his/her membership to his/her original offeree,

4. A member who desires to sell his/her membership although he/she does not sell or move away from his/her home may transfer his/her membership to any non-member resident of Merrick Harbor Estates Sections one (I) through six (6) inclusive by following the procedure set out in paragraph 3 of Section E of Article V of this Constitution, but when such transfer shall have been completed the selling member shall no longer be a member of the beach, pool and related facilities and shall not be entitled to exercise any of the rights, powers or privileges of such membership from and after the date of the transfer. If such selling member should subsequently purchase membership in the beach, pool and related facilities from a different (other than himself) selling member, then he/she again shall be a member of the beach, pool and related facilities from and after the date of his/her reacquisition of such membership,

F. Waiting List

There shall be established by the Board of Directors of MECA a waiting list of eligible residents who advise MECA in writing of their desire to purchase Class II membership in the beach, pool and related facilities. As nearly as possible, this waiting list shall be arranged in numerical order with the earliest request for listing placed first and subsequent requests placed on the list in the order of their receipt. A name shall be removed from the waiting list when such person becomes a member of the beach, pool and related facilities, or requests that his/her name be removed, or becomes ineligible for membership. Assignment or transfer of a place on die waiting list shall not be possible or recognized.

G. Abandonment of Rights

If a Class II member of the beach, pool and related facilities without selling or transferring his/her rights therein ceases to own or reside in the area of Merrick Harbor Estates Sections one (1) through six (6) inclusive or if a member should fail to pay dues, fees, assessments and penalties (if any) for two consecutive years, the Board of Directors by a vote of a least two-thirds of the members of the Board present and voting may declare such membership to be abandoned upon giving notice in writing to the delinquent member at his/her last address of record in MECA’s records or at his/her last known address that may be reasonably ascertained setting a term of at least thirty (30) days within which the delinquency shall be fully remedied, and if all dues, fees, assessments and penalties (if any) which are in arrears are not fully paid within the term set, the abandoned membership shall become the property of MECA and shall be offered to the persons on the waiting list, at a price to be determined by a majority of the Board of Directors, in the manner provided in paragraph 3 of Section E of Article V of this Constitution.

Article VI - By-Laws

A.Function

The By-Laws shall be, subject to the control of this Constitution, the governing rules of MECA and of the Board of Directors.

B.Adoption

The By-Laws shall be adopted by the affirmative vote of at least two-thirds of the members of the Board of Directors, present and voting at a regularly called meeting of the Board of Directors.

C.Amendment

The By-Laws may be amended at any time by the affirmative vote of at least two-thirds of the members of the Board of Directors, present and voting at a regularly called meeting of the Board of Directors.

D.Notification of By-Laws

After the Board of Directors shall adopt a new By-Law or new By-Laws or shall amend or repeal an existing By-Law or By-Laws, any such change shall be reported to the members of MECA by mail no later than in the call for the next general membership meeting of MECA, but such report may be earlier mailed to the members at the discretion of the Board of Directors.

Article VII - Conduct of the Business of MECA

A.The business of MECA including the management and operation of the beach, pool and related facilities and all other business of MECA shall be conducted by the Board of Directors established by Article VIII of this Constitution In accordance with this Constitution and the By-Laws established hereunder and any rules, regulations and procedures established and adopted pursuant to this Constitution and the By-Laws established hereunder. All committees shall be subcommittees of the Board of Directors and shall be directly responsible thereto.

B. The Board of Directors shall adopt By-Laws pursuant to the provisions of Article VI of this Constitution and any rules, regulations and procedures, not inconsistent with this Constitution and the By-Laws established hereunder, which may be reasonable and necessary for the conduct of the business of MECA and for the implementation of the purposes of MECA as set out in Article III of this Constitution.

C. The Board of Directors are authorized and empowered to expend without any other or further authorization of the membership of MECA a maximum of 10% of the current approved budget per year to carry out the purposes of MECA as set out in Section B of Article III of this Constitution. Any expenditure in excess of 10% of the current approved budget shall require authorization of the membership of MECA.

D.No Officer or Director of MECA shall, either separately or together, ever make, publish or declare any endorsement of any candidate for public office or of any political program or statement of policy for or on behalf of MECA, but this paragraph shall not in any way prevent or interfere with the right of the members of MECA to hear any person whomsoever who may be invited or allowed to address or talk to the members of MECA at a meeting of MECA or at the beach, pool and related facilities or to prevent or interfere with the issuing by the Board of Directors of an invitation or permission to any person whomsoever to address or talk to the members of MECA at a meeting of MECA or at the beach, pool and related facilities.

E.At all meetings of the Board of Directors of MECA, the attendance of not fewer than seven (7) Board members, of which at least 3 must be officers of MECA, shall constitute a quorum for the conduct of business. If a quorum should not be present when the meeting is called to order by the President or other person appointed by the President to act as chairman, the President or chairman shall adjourn the meeting to a time, date and place to be determined by him/her.

Article VIII - Officers and Directors

A.Officers

MECA shall have the following officers, who shall have the stated powers and duties and each of whom shall be a Director:

  1. President - who shall be the Chairman of the Board of Directors, shall be the chief executive officer of MECA, shall preside at all membership meetings, shall with the approval of the Board of Directors appoint one Director annually to the Nominating Committee, shall with the advice and consent of the Board of Directors appoint and/or change the members and chairmen of all other committees, may counter-sign checks drawn and signed by the Treasurer shall in general have full powers not inconsistent with the Constitution and the By-Laws established hereunder to conduct the business of MECA including the power to delegate responsibilities for specific tasks and functions and the power sufficient to discharge such responsibility to other Officers, Directors and chairmen of committees, and shall be a voting member of all committees.
  2. First Vice-President - who shall have as his/her area of responsibility the administration of the affairs of MECA (exclusive of the operation of the beach, pool and related facilities) and the participation of MECA in civic affairs, may counter-sign checks drawn and signed by the Treasurer, and who shall, in the absence or inability of the President to act, serve as acting President, and who shall succeed to the office of President for the balance of the unexpired term and until a successor is chosen at a general membership meeting in case of the resignation or permanent removal of the President.
  3. Second Vice-President - who shall have as his/her area of responsibility the supervision of the administration and operation of the beach, pool and related facilities, and shall be the chairman of the pool committee, and may counter-sign checks drawn and signed by the Treasurer.

4Secretary - who shall record and maintain minutes of all general membership meetings of MECA and of meetings of the Board of Directors, shall conduct all correspondence of MECA as shall be directed by the President or the Board of Directors, shall notify Officers and Directors of meetings of the Board of Directors, shall notify the members of MECA of general membership meetings, shall maintain custody of all documents, charters and certificates of MECA and of the official membership roster, may counter-sign checks drawn and signed by the Treasurer, and who shall, on leaving office, deliver in good order to the Board of Directors all such minutes, documents, charters, certificates and roster.The Secretary shall maintain a roster of all Class II and Class III members, in good standing, for each general (or special) membership meeting so that the members are aware of eligibility under Article V of the Constitution.