BY-LAWS OF CENTRAL GARDEN CITY PROPERTY OWNERS' ASSOCIATION, INC.

The following shall constitute the By-Laws of the Association: ARTICLE I: NAME Section 1. Section 2. The name of this Association shall be "Central Garden City Property Owners' Association, Inc." (hereafter referred to as the "CPOA"). The address of the CPOA shall be Central Garden City Property Owners' Association, Inc., P.O. Box 155, Garden City, New York 11530. ARTICLE II: DEFINITIONS Section 1. The CPOA is a not-for-profit corporation incorporated under the laws of the State of New York, membership in which is restricted to owners of real property or residents located in the Garden City Central Section. The purposes of the Association are as defined in the Certificate of Incorporation of the Association. "Garden City Central Section" is that part of the Incorporated Village of Garden City, Nassau County, New York, bounded as follows: {In accordance with a map, see page 16 } On the East, the center line of Franklin Avenue. On the South, the south line of the Village. On the West, the west line of the Village Sewage Disposal Plant, to and along the west and south line of the Village to a point being the projection south of the east line of the lots on the east side of Brompton Road; thence northerly along the east line of the lots on the east side of Brompton Road to the north side of the Long Island Railroad right of way; thence easterly along the Railroad right of way to the east line of the lots on the east side of Westminster Road; thence northerly along the east line of the lots on the east side of Westminster Road to the north side of Stewart Avenue West; thence westerly along the north side of Stewart Avenue West to the east line of the lots on the east side of Hampton Road: thence northerly along the east line of the lots on the east side of Hampton Road to the center line of Merillon Avenue; thence northwesterly along the center line of Merillon Avenue to the east line of the lots on the east side of Brompton Road; thence northerly along the east line of the lots on the east side of Brompton Road to the northeast comer of the property of Garden City Estates; thence west along the north line of the property of Garden City Estates to the east line of the lots on the east side of Whitehall Boulevard; thence north along the east line of the lots on the east side of Whitehall Boulevard to the north line of the Village. On the North, the north line of the Village. Section 3. "Owner" means any person over the age of eighteen (18) years holding title to any real property in the Garden City Central Section, or owning shares in a residential cooperative corporation in the Garden City Central Section. "Resident" means any person over the age of eighteen(18) who maintains his/her principal residence in the Garden City Central Section.

Section 2.

Section 4.

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 Section 5.

"Member" means any person who satisfies the requirements of either section 3 or section 4 as described above. Membership status shall automatically cease when a person no longer meets either of said requirements.

Section 6. Section 7. Section 8. Section 9. Section 10. Section 11.

"Resident Elector" means any Resident as defined in Section 3 or Section 4 who is eligible to vote in any applicable Village election. "He" or "his" refers to both the masculine and feminine gender. "Village" refers to the Incorporated Village of Garden City, N.Y. "School District" refers to the Garden City, New York, Union Free School District. "School District Elector" refers to members eligible to vote in a School District election. For the purpose of these By-Laws mail deposited in an official depository under the exclusive care and custody of the United States Postal Service, together with the proper postage, shall be deemed received not later than 2 days after such mailing. ARTICLE III: ASSOCIATION DUES

Section 1. Section 2.

Association dues shall be fixed by the Board of Directors. Association dues shall cover a calendar year period commencing January of each year. ARTICLE IV: VOTING RIGHTS

Section 1. Section 2. Section 3.

Only members shall be eligible to vote for officers and directors of the CPOA and the CPOA's Nominating Committee as defined in Article X. Only Resident Electors shall be eligible to vote for nominees for Village offices. Only School District Electors shall be eligible to vote for nominees for School District offices. ARTICLE V: ASSOCIATION MEETINGS

Section 1.

The ANNUAL MEETING of the CPOA shall be held on the 2nd Tuesday in May, at a time and place in Garden City to be determined by the Board of Directors.

Section 2.

SPECIAL MEETINGS of the Association may be convened at any time by the Secretary upon receipt of a written application signed by at least 10 members of the CPOA stating the purposes of the proposed meeting. The Secretary shall convene a meeting of the CPOA within 25 days of receipt of said application. If the Secretary fails to convene said meeting within the 25 days, one of the persons signing the written application for the meeting may convene the meeting on the 26th day after delivery of the application. Written notice of the ANNUAL MEETING and/or electronic notice of a SPECIAL MEETING shall specify the location, date, and time of the meeting together with the general nature of the proposed agenda member and be mailed in order that each member receive same at least 10 days prior to the Annual meeting or 3 days prior to the Special Meeting.

Section 3.

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Section 4.

At the annual meeting of the Association, the order of business shall be as follows:

1. 2. 3. 4. 5.

6. 7. 8. 9. 10. 11. 12.

Approval of the minutes of the preceding meeting(s) of the Association. Report of the Treasurer Guest Speakers Report of the President Reports of the standing committees: Architectural Review Board, Cultural/Recreation, Business Liaison, Environmental, Finance/Audit, Library, Membership, Public Relations, Newsletter, Planning Commission*, Police/Fire, School Board, Traffic, Zoning Board of Appeals Reports of Trustees: Village, Board of Education, and Library Reports of special committees Election of Directors and Officers Election of Nominating Committee Unfinished business New business Next meeting Date/Place/Time & Adjournment

The order of business, and or topics to be reviewed, may be altered by a majority vote of the members present. In the event of a tie, the officer or director in charge of the meeting will cast the deciding vote.
Section 5. At all CPOA Annual or Association meetings, a quorum for the transaction of business shall exist if 25 non-board of director members are present.

Section 6.

Business transacted at SPECIAL MEETINGS shall be limited to the purpose or purposes stated in the notice for such meeting. Any business transacted that is outside the scope of said notice shall be deemed null and void. At all CPOA Annual or Special meetings, a quorum for the transaction of business shall exist if 25 non-board members are present. AH CPOA meetings shall be coordinated in accordance with the latest edition of Robert's Rules of Order, except as otherwise provided in these By-Laws. ARTICLE VI: BOARD OF DIRECTORS' MEETINGS

Section 7. Section 8.

Section 1. The Board of Directors shall hold regular meetings on the 2nd Tuesday of each month. In the event the 2nd Tuesday is a legal holiday, the meeting will be held on a date selected by the Secretary. The order of business shall be as follows: 1. Approval of the minutes of the preceding meeting(s) of the Association. 2. Report of the Treasurer 3. Guest Speakers 4. Report of the President 5. Reports of Trustees (Village, School Board, and Library) 6. Reports of the standing committees: Architectural Review Board, Cultural/Recreation, Business Liaison, Environmental, Finance/Audit, Library, Membership, Public Relations, Newsletter, Planning Commission, Police/Fire, School Board & District Advisory Committee (DAC), Traffic, Trustee Meetings, Zoning Board of Appeals 7. Reports of special committees 8. Unfinished business 9. New Business 10. Next Meeting: Date/Time/Place & Adjournment
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Section 2.

Special meetings of the Board of Directors shall be convened by the Secretary upon receipt of a written application signed by at least three directors is delivered to the Secretary of the Association. This written application must state the purposes of the proposed meeting. Upon receipt of the application by the Secretary, the Secretary shall convene a meeting of the Association within 7 days of said receipt. If the Secretary fails to convene said meeting within 7 days, one of the persons signing the written application for the meeting may convene the meeting on the 8th day following receipt. Written notice of any meeting shall specify the location, date, and time of the meeting and the particular business to be transacted shall be in accordance with Article II, Section 11. Business transacted at all special Board meetings shall be limited to the purpose or purposes stated in the notice for such meeting. Any business transacted that is outside the scope of the purposes described in said notice shall be deemed null and void. The presence of six directors at any Board meeting shall constitute a quorum. All Board meetings shall be conducted in accordance with the latest edition of Robert's Rules of Order, except as otherwise provided in these By-Laws. ARTICLE VII: RESIDENT ELECTORS' AND SCHOOL DISTRICT ELECTOR'S MEETINGS

Section 3. Section 4.

Section 5. Section 6.

Section 1.

A meeting of Resident Electors of the Garden City Central Section shall be held on the third Tuesday in January, and the supplemental meeting, if necessary, shall be held two (2) weeks after the annual meeting at a time and place in Garden City to be fixed by the Secretary. A meeting of the School District Electors of the Garden City Central Section shall be held not less than eight (8) weeks prior to the announced date of the Annual School District Election. Written notice of the Resident and School District Electors meeting shall be made in the manner described in Article XII. At the Resident and School District, the order of business shall be as follows:

Section 2. Section 3.

1. 2. 3. 4.

Approval of the minutes of the preceding meeting of the Resident Electors and School District Electors. If more than one candidate is proposed and such candidate(s) were not selected by the Nominating Committee, then statements maybe given by candidate(s) for any office. If only the Nominating Committee's Candidates are proposed: Selection of a nominees for Village and School District Offices, as appropriate by signing of petitions by Resident Electors and School District Electors. Adjournment.

The order of business and topics to be reviewed may be altered by a majority vote of the Resident Electors and School District Electors present. In the event of a tie, the officer or board member in charge shall cast the deciding vote. Section 4. If a supplemental meeting of the Resident Electors or School District Electors is necessary, the order of business shall be as follows: 1. Approval of the minutes of the preceding meeting or meetings of either the Resident

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2. 3.

Electors and School District Electors as appropriate. Selection of nominees for any Village and/or School District Offices not selected at the annual Resident Electors' meeting held two weeks prior to the supplemental meeting. Adjournment.

The order of business and topics to be reviewed may be altered by a majority vote of the Resident Electors or School District Electors present. In the event of a tie, the officer or board member in charge shall cast the deciding vote. Section 5. At any Resident Electors or School District Electors' meeting, a quorum for the transaction of business shall exist if 25 Electors are present, provided they are all both Resident Electors and School District Electors. The Resident Electors and School District Electors' meetings shall be conducted in accordance with Robert's Rules of Order, except as otherwise provided in these By-Laws. ARTICLE VIII: OFFICERS AND DIRECTORS Section 1. There shall be a total of nineteen directors of the CPOA, four of whom shall hold the positions of the officers, i.e., President, Vice-President, Treasurer, and Secretary. These nineteen directors shall constitute the Board of Directors. Each officer shall be elected for a term of one year. Said term shall commence immediately following his/her election. Each of the fifteen non-officer directors shall be elected for a term of three years. Said term shall commence immediately following his election. The fifteen non-officer directors shall be divided into three administrative groups consisting of five directors. Each year, one of these three administrative groups whose term has expired shall be up for election. Any officer/director position that becomes vacant must be filled within 30 days by a majority vote of the Board of Directors. In the event of a tie vote, the officer or director in charge of the meeting shall cast the deciding vote. Any person elected to fill such vacancy shall hold the office until the next annual meeting of the CPOA. At said annual meeting, the position will be up for election. However, if the vacant directors position is not in the administrative group of directors whose term expires that year, then the CPOA members shall elect a person for the unexpired portion of the term of that director position.

Section 6.

Section 2.

Section 3.

Section 4. All officers and directors must be dues paying members of the Association. If an officer or director ceases to fulfill the requirements as set out in Article II, he/she shall automatically be removed from office and his position shall become vacant. Section 5. Any officer or director who has been absent for a total of 5 of the regular meetings of the Board of Directors during any one year period shall be automatically removed from office and his position shall become vacant unless absences are deemed to be excused by the Officers of the Association. No Officer may hold the same position for more than 3 years during any 5 year period. No person shall hold the position of director for a total of more than nine years during any twelve year period. Any time spent on the Board of Directors, as an officer or not, shall be applied to this time limitation.

Section 6.

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ARTICLE IX: DUTIES OF OFFICERS AND DIRECTORS Section 1. The Board of Directors shall have general charge and control of the business and affairs of the CPOA, and shall have the power to take such action and make such rules and regulations as shall be necessary to promote the interests of the CPOA, and shall have such other powers and responsibilities as may be imposed upon them by law. The President shall preside over all meetings of the CPOA and meetings of the Board of Directors and shall be ex-officio a member of all CPOA committees except the Nominating Committee. The Vice President shall preside over all meetings from which the President is absent. In the event that the President and Vice-President are both absent from a Board of Directors meeting, the Board of Directors shall select, by majority vote, a temporary chairperson to preside over the meeting. In the event that the President and Vice-President are both absent from an Elector's meeting, the Elector's shall select, by majority vote, a temporary chairperson to preside over the meeting. In the event that the President and Vice-President are both absent from any other Association meeting, the members shall select, by majority vote, a temporary chairperson to preside over the meeting. The President, with the approval of the Board of Directors, shall have the authority to appoint and create committees, except the Finance/Auditing Committee, and the Nominating Committee. The President, with the approval of the Board of Directors, may also confer upon such committees such powers and duties as he may deem in the best interests of the Association. Each committee shall be comprised of members of the Association, the Chairperson of which should be a director of the Association. If a vacancy occurs in one of the committees which the President has the authority to appoint or create, the President, with the approval of a majority vote of the Board of Directors, shall appoint any person to fill said vacancy. The Secretary shall keep records of the proceedings of all meetings of the Association, meetings of the Resident Electors and School District Electors, and meetings of the Board of Directors. The Secretary shall keep records of any matter that the CPOA deems necessary; notify all officers, directors, Village and School District office holders, and all persons on committees of their election or appointment; issue notices of all meetings, except Nominating Committee meetings convened by someone on the Nominating Committee. The Secretary shall make all filings with the Secretary of State of the State of New York, as and if required, to maintain the Association's status as a not-for profit corporation. The Treasurer shall collect all monies due to the Association, and shall, under the direction of the Board of Directors, disburse all funds of the Association. He shall keep regular books of account for the Association. Said books shall be open at all reasonable times to inspection by any director or member. He shall report in writing at each meeting of the CPOA, and at each meeting of the Board of Directors, the balance of money on hand, receipts and disbursements since the prior report to that body, and any existing appropriation which may affect the same. The Treasurer shall make all necessary filings of financial documents or returns. At the annual Association meeting, he shall present the Annual Report of the directors, verified by the President and himself, or by a majority of the directors, showing in appropriate detail the following: 1. The assets and liabilities, including the trust funds of the Association, as of the end
6

Section 2.

Section 3. Section 4.

Section 5.

Section 6.

Section 7.

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2. 3. 4. 5.

of a twelve month fiscal period terminating not more than six months prior to said meeting. The principal changes in assets and liabilities, including trust funds, during the year immediately preceding the date of the report. The revenue or receipts of the Association, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the report. The expenses or disbursements of the Association, for both general and restricted purposes, during the year immediately preceding the date of the report. The number of members of the Association as of the date of the report, together with a statement of increase or decrease in such number during the year immediately preceding the date of the report, and a statement of the place where the names and places of residence of the current members may be found.

This report shall be filed with the records of the Association. A copy of this report, or an abstract, must be entered in the minutes of the proceedings of the annual Association meeting. The Treasurer's books of account and records shall be audited annually by an Auditing Committee to be appointed by the Board of Directors. The Auditing Committee shall present its report to the membership at the annual Association meeting. ARTICLE X: NOMINATING COMMITTEE Section 1. The Garden City Central Section shall have one committee to purpose of which is to nominate candidates for Village Mayor, Village Trustee, Board of Education Trustee, and Trustee at-large positions. The committee shall also nominate candidates for the officer and director positions of the CPOA. The Nominating Committee shall consist of seven members and two alternate member. Four of the members shall stand for election in odd years and three members shall stand for election in even years. An alternate is determined after each election year. All members and two alternate members of the Nominating Committee must be dues paying members of the Association as defined in Article II, Section 5 and cannot simultaneously be directors of the Association or hold the Office of Village or Board of Education Trustee The Nominating Committee shall be elected by the members of the CPOA at the annual CPOA meeting as follows: At least 115 days prior to the annual Association meeting, the Secretary shall advertise in the local newspapers which of the 7 nominating committee members positions, and alternate positions, are open. This advertisement must inform prospective candidates that they must acquire an application form from the Secretary, complete it, and return it to the Secretary no later than 15 days after the advertisement appears. Less than 100, but at least 95 days prior to the annual Association meeting, the Secretary shall forward the applications received to each of the directors. At least 60 days prior to the annual Association meeting, the Board of Directors shall meet and shall review these applications. The Board of Directors shall choose at least 6 candidates for the Nominating Committee election. If there are less than six applications received, the Board of Directors may choose the same such number of candidates. The selection of each candidate by the Board of Directors shall be by a majority vote. If the Board of Directors adjourns before it completes its selection of candidates for the Nominating Committee election, decisions made by the Board of Directors at said session shall remain effective even if the composition of the Board of Directors changes at the next CPOA By-laws: Revision 6/23/98 7

Section 2.

Section 3.

session.

Section 4.

At least 60 days prior to the annual Association meeting, the Board of Directors shall send a list of the candidates to the Secretary. At least 45 days prior to the annual Association meeting, the Secretary shall mail to all members a notice which contains the following information: the names and addresses of the candidates selected by the Board of Directors; the fact that the Nominating Committee will consist of 7 members and 1 alternate one half of which will be elected at the annual Association meeting; the place, date, and time of the annual Association meeting; and information regarding the process required to add a new candidate. Additional candidates can be placed on the ballot by forwarding to the Secretary, at least 25 days prior to the annual Association meeting, a written statement signed by 15 members expressing a desire that a particular member be declared a candidate for the Nominating Committee. If any additional candidates are designated as described above by 15 members, the Secretary shall at least 10 days prior to the annual Association meeting to mail, by first class mail, postage prepaid, to all members (insofar as their names and addresses can be ascertained by due diligence), a notice which contains the names and addresses of any additional candidates, and states that these candidates will be placed on the ballot for the election of the Nominating Committee at the annual Association meeting. At the annual Association meeting, a list of the candidates for the Nominating Committee will be given to the members present. By secret ballot, the members will choose the candidates. The candidates receiving the largest amount of votes shall be the members of the Nominating Committee. After the positions are filled the candidate receiving the next largest amount of votes shall be the alternate member. In the event of a tie vote the position or positions shall be filled by placing the names of the candidate in a container and then selection. Within 5 days of the Nominating Committee election, the Secretary must give notice to each

Section 5.

Section 6. Section 7.

newly elected member and alternates that he is required to meet with the rest of the new committe e to elect a Chairper son. The Secretary will designate a location,

date and time of the meeting. The meeting must, however, take place in Garden City. This meeting shall be held within 30 days of their election, but no earlier than 14 days after their election. At this meeting, although the alternate members are present, only the elected members of the Nominating Committee vote unless one member is not present in that case the first alternate votes; if two members are not present both alternates would vote. The member of the Nominating Committee receiving at least four votes shall be the Chairperson of the committee. Next, a Vice Chairperson is elected via the same process. The alternate members of the Nominating Committee may be present but shall not participate in this election unless as described above. Alternate members shall not be eligible to be the Chairperson or Vice Chairperson of the committee. The members of the Nominating Committee, including the alternates, shall have a term of office of two years, commencing immediately following the election. A Nominating Committee member or alternate shall not be a member or alternate for more than 5 years in any 6 year period. The Chairperson of the Nominating Committee shall schedule committee meetings. If the Chairperson is not available, the Vice chairperson shall schedule committee meetings. If Vice chairperson is not present then another member shall schedule meetings. Written, phone, or electronic notice of committee meetings shall be made to each committee member

CPOA By-laws: Revision 6/23/98

and alternate member. Each member and alternate member must receive the notice at least two days prior to the meeting. This notice shall specify the date, place and exact time of the meeting. Alternate members attend all scheduled meetings.

If any of the members of the Nominating Committee are unable to attend a particular Nominating Committee meeting, with the exception of the Chairperson election meeting, the alternate members shall be entitled to vote in place of the member or members. Section 8. The presence of 5 members shall be necessary to constitute a quorum for the transaction of business at a Nominating Committee meeting. The alternate member present at the meeting can be counted in determining whether this 5 member quorum requirement has been met. In the event of a tie vote, the committee chairperson casts the deciding vote. A person shall be precluded from being a member or alternate of the Nominating Committee if that person holds a Village or School District office, or is an officer or director of the Association. A person may not be present during the portion of any session held by the Nominating Committee which discusses the candidacy for a particular position, or discusses anyone else's candidacy for that position, and must neither participate in, nor be present during, the committee vote to determine if he or anyone else will be nominated for that particular position. In the event that any position on the Nominating Committee becomes vacant during a member's term of office, the unexpired portion of said position or positions shall be filled by the senior alternate member, then by the junior alternate and then the candidate receiving the next highest number of votes at the preceding annual Association meeting. If no candidate is available to serve the unexpired portion the position the Board of Directors shall appoint a dues paying member to finish said term. ARTICLE XI: PROCEDURE FOR ELECTION OF OFFICERS AND DIRECTORS Section 1. At least 125 days prior to the annual CPOA meeting, the Secretary shall inform the Chairperson of the Nominating Committee, or if he is not available, any member of the Committee, that certain officer and director positions are up for election at the next annual Association meeting. At least 110 days prior to the annual Association meeting, the Chairperson, or if he is not available, any member of the Nominating Committee, shall advertise the positions available. This advertisement must be done in a local newspaper whose primary readers are the residents of the Incorporated Village of Garden City, N.Y. This advertisement must inform prospective candidates that they must acquire a resume form from the Chairperson of the Nominating Committee, or if he is not available, any member of the Committee. The advertisement must also instruct the prospective candidate that they must fill out the application form and return it to the Chairperson, or if that person is not available, to any member of the Committee, no later than 15 days after the advertisement appears. Less than 95 but at least 60 days prior to the annual Association meeting, the Nominating Committee shall meet and review these applications. The committee shall choose a nominee or nominees for each position available. AH decisions made by the committee at any committee meeting shall be by a majority vote of the members, and alternate member substituting for an absent member. In the event that a vote should end in a tie, the committee Chairperson shall cast the deciding vote. If the committee adjourns before it completes its business, decisions made by the committee during one session shall remain in
9

Section 9.

Section 10.

Section 2.

Section 3.

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effect even if the composition of the committee changes at its next session. Section 4. At least 60 days prior to the annual Association meeting, the Chairperson of the Nominating Committee, or if he is not available, any member of the Committee, shall send a list of nominees to the Secretary. At least 45 days prior to the annual Association meeting, the Secretary shall mail to all members a notice which contains the names and addresses of the nominees selected by the Nominating Committee together with the position for which they are nominated, stating the place, date, and exact time of the annual Association meeting. The notice must also inform all members of the Association of the positions involved in the election. Additionally, the notice shall outline the Association's procedure for nominating a new candidate for election. Said policy states that additional candidates may be placed on the ballot by forwarding to the Secretary, at least 25 days prior to the annual Association meeting, a written statement signed by 15 members expressing a desire that a particular member be declared a candidate for a particular officer or director position. If any additional members should be nominated, as described in Section 5, the Secretary shall mail, at least 10 days prior to the annual Association meeting, by first class mail, postage prepaid, to all members (insofar as their names and addresses can be ascertained by due diligence) a notice which contains the names and addresses of any additional candidates, and states that these candidates will be placed on the ballot for the election of officers and directors at the annual Association meeting. At the annual Association meeting, a list of candidates for particular officer and director positions will be given to the members present. By secret ballot, the members will choose the candidate of their choice for a particular position. The members shall choose one person for each of the officer positions and the candidate receiving the most votes for a particular officer position shall be elected to that position. For the 5 director positions that are up for a full 3 year term at the annual Association meeting, the members will choose 5 candidates. The 5 candidates receiving the largest amount of votes shall be elected to these positions. Thereafter the candidates receiving next highest number of votes shall be elected to the portion of any unexpired term up for election. If the top candidates cannot be determined due to a tie vote, the name of each candidates wherein a tie occurred same be placed in a hat and then selected. In the situation where the Nominating Committee selects one candidate for a particular officer or director position, and that candidate dies or resigns as a candidate before the annual Association meeting, and there are no other candidates on the ballot for that position at the annual Association meeting, no one will be elected to that position at the annual Association meeting. Instead, the Board of Directors by a majority vote shall, at a Board of Directors meeting at least 14 days after but within 30 days after the annual Association meeting, fill that position where any person so elected will hold office until the subsequent annual meeting of the Association. At the subsequent annual meeting, if the position is an officer position a person shall be elected for a one year term, if the position is a 3 year director position and the 3 year term expires at the subsequent meeting a person shall be elected for a 3 year term; and if the position is a 3 year director position and the 3 year term does not expire at the subsequent meeting a person shall be elected for the unexpired portion of the term of that director position

Section 5.

Section 6.

Section 7.

Section 8.

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ARTICLE XII: PROCEDURE FOR DESIGNATION OF NOMINEES FOR VILLAGE MAYOR, VILLAGE TRUSTEE, BOARD OF EDUCATION TRUSTEE Section 1. At least 125 days prior to the annual Resident Electors and School District Electors' meeting, which is held on the third Tuesday in January, the President shall direct the Secretary to inform the Chairperson of the Nominating Committee (the "Committee"), or if he is not available any member of the Committee, that certain Village offices (i.e. Village Mayor, Village Trustee or Trustees) and/or School District offices (i.e. Board of Education Trustee or Trustees) are up for nomination at the next annual Resident Electors and School District Electors' meeting. Any candidate for a Village office must be a Resident Elector and any candidate for a School District office must be a School District Elector. At least 110 days prior to the annual Resident Electors and School District Electors' meeting, the Chairperson, or if he is not available, any member of the Committee, shall advertise the available position. This advertising must be done in a local newspaper whose primary readers are the residents of the Incorporated Village of Garden City, N.Y. This advertisement must inform prospective candidates to acquire a resume form from the Chairperson of the Nominating Committee, or if he is not available, any member of the Committee. The ad must also instruct readers that any applicant must fill out the form and send it back to the Chairperson, or if he is not available, to any member of the Committee, no later than 15 days after the advertisement appears. Less than 95 but at least 20 days prior to the annual Resident Electors and School District Electors meeting, the Nominating Committee shall meet and review these resumes. The committee shall choose a candidate for each position. All decisions by the committee at any committee meeting shall be by a majority vote of the members present, and alternate members substituting for absent members. If the committee adjourns before it completes its business, decisions made by the committee during one session shall remain in effect even if the composition of the committee changes at the next session. No later than 20 days prior to the annual Resident Electors and School District Electors' meeting, the Chairperson of the Nominating Committee, or if he is not available, any member of the Committee, shall file a report, in writing, to the Secretary. This report should be duly subscribed by a majority of the members of the Committee, setting forth the names and addresses of the candidates proposed for nomination at the next annual Resident Electors and School District Electors' meeting. At least 10 days prior to the annual Resident Electors and School District Electors' meeting, the Secretary shall mail, by first class mail, postage prepaid, to all Resident Electors and School District Electors (insofar as their names and addresses can be ascertained by due diligence), a notice which contains the names and addresses of the candidates selected by the Nominating Committee together with the position for which they are running. The notice shall contain information regarding the location, date, and time of the annual Resident Electors and School District Electors' meeting. The report shall also list the positions up for nomination at said meeting. The notice shall also instruct members that in order to nominate an additional candidate they must file a petition, signed by 15 Resident Electors (with addresses), setting forth the names and addresses of the prospective candidates and submit said petition at the resident electors and school district electors meeting. If the additional candidate is nominated for a School District position, then the 15 signatures must all be members of the School District Electors. If the additional candidate is nominated for a Village position, then the 15 signatures must all be members of the Resident Electors. This statement must express an
CPOA By-laws: Revision 6/23/98

Section 2.

Section 3.

Section 4.

Section 5.

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intent to become a candidate for the particular office for which he was nominated. Section 6. At the annual meeting of the Resident Electors and School District electors, additional candidates for Village and/or School District offices may be proposed by a petition as detailed in Section 5 above. If additional candidates are proposed, then the vote for that specific office will be postponed. The vote will take place at a supplemental Resident Electors and School District Electors meeting to be held exactly two weeks after the annual meeting. If no additional candidates are proposed for a specific position, then the election for that specific position will be held at the annual Resident Electors and School District meeting. The election process is as follows: A list of the candidates proposed by the Nominating Committee for any Village Office will be given to the Resident Electors and a list of candidates proposed by the Nominating Committee for any School District offices will be given to the School District electors. By secret ballot, the School District electors will select one candidate for each School District office up for nomination, and the candidate receiving the most votes for a particular office shall be designated as the nominee for that office. By secret ballot, the Resident Electors shall select one candidate for each of the remaining Village offices up for nomination, and the candidate receiving the most votes for a particular office shall be designated as the nominee for that office. Section 7. In the event that a supplemental Resident Electors and School District Electors' meeting is necessary, the Secretary shall mail, no later than 10 days before the supplemental meeting, by first class mail, postage prepaid, to all Resident Electors and School District electors (insofar as their names and addresses can be ascertained by due diligence), a notice which states the place, date and exact time of the supplemental meeting. This meeting must be held in Garden City. The notice shall also state the names and addresses of the candidates up for nomination together with the position for which they are candidates, and whether the particular candidate was proposed by the Nominating Committee or by petition at the annual Resident Electors and School District Electors' meeting. In the event that a supplemental Resident Electors and School District Electors' meeting is necessary, a list of all candidates for any Village office will be given to the Resident Electors, and a list of all candidates for any School District office will be given to the School District electors. By secret ballot, nominees will be selected by the same procedure as described in Section 7 above. No additional nominations will be accepted at the supplemental meeting. The names of the nominees for Village offices shall be included as the nominees of the Village Community Agreement Party. The residents of the CPOA affirm their intention to use their best endeavors to carry out the spirit and letter of the Community Agreement and support those persons designated as nominees for Village offices by the Community Agreement Party. No person who holds a Village or School District office may be an officer or director of the CPOA. In the event that an officer or director of the Association becomes a Village or School District office holder, his status as an officer or director of the Association shall automatically terminate on the date he/she becomes a Village or School District office holder. The time limits discussed in this Article XII, pertaining to the nominating process for Village and/or School District offices, may be reasonably modified for a Village and/or School District office if the President is unable to inform the Chairperson of the Nominating Committee of a vacancy in any of these offices more than 125 days prior to the annual
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Section 8.

Section 9.

Section 10.

Section 11.

CPOA By-laws: Revision 6/23/98

Resident Electors and School District Electors' meeting, or if the Nominating Committee selects a candidate for a particular office and that candidate dies or resigns as a candidate, except that under all circumstances any petition for additional candidates must be submitted at such annual Resident Electors and School District Electors' meeting and all the time limits, discussed previously in the Article for events occurring after such meeting, must be followed. Additionally, if the Nominating Committee is unable to select and inform the Secretary in writing of candidates as nominees for the office in question at least 20 days prior to the annual Resident Electors and School District Electors' meeting, and the Secretary is not able to give the Resident Electors and School District electors at least 10 days prior to such meeting the notice normally required at least 45 days prior to such meeting, the Resident Electors and School District electors shall not select any nominees for the office in question at such meeting, or at a supplemental Resident Electors and School District Electors' meeting held 2 weeks after such meeting, but shall select any such nominees at the following year's annual Resident Electors and School District Electors' meeting, or if necessary the following year's supplemental meeting. ARTICLE XIII: ASSOCIATION GUIDELINES Section 1. Section 2. Section 3. The Board of Directors may at any Board of Directors meeting where a quorum is present, institute, amend, repeal or adopt new CPOA Guidelines. A majority vote by the directors present at a Board of Directors meeting shall be necessary to take any action in regard to the Association Guidelines. The CPOA Guidelines are suggested, not mandatory procedures pertaining to any area in which the Association has a legitimate interest, however, the guidelines do not supersede the By-Laws. Where it is reasonable to do so, every effort should be made to follow the terms of these guidelines (see page 14). ARTICLE XIV: BY-LAW AMENDMENT PROCEDURE Section 1. A majority vote of the members of the Association may at any Association or Special meeting, where a quorum is present, alter, amend or repeal these By-Laws, or adopt new By-Laws. Written notice of any meeting, where proposed changes in the By-Laws will be considered, shall be delivered or mailed by first class mail, postage prepaid, to each member where such member shall receive the notice at least 10 days prior to the meeting. The notice shall specify the location, date, and exact time of the meeting, and shall include information on the general nature of the proposed changes.

Section 2.

Amendments to CPOA Bylaws: 6/24/97; 6/23/98(Article V, Section 1; Section 4:#5 & #6; Article VI, Section 1, Article VII, Section 3: #1-4; Article VIII, Section 6; Article X, Section 4; Article XI, Section 8).

CPOA By-laws: Revision 6/23/98

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ASSOCIATION GUIDELINES
Rule 1. In addition to any methods of advertising or giving notice required by the By-Laws notice or advertising may be accomplished in the Central Property Owners Association newsletter, any local newspapers, any other publications or by telephone or electronic means. Notice may also be posted at the library, the local train stations, and/or in any other reasonable manner. Rule 2. It is preferred that all meetings be held, whether by the Nominating Committee, Board of Directors, etc. at a public location, e.g., at the library, rather than at a private residence. Rule 3. Any discussions had at a meeting of the Board of Directors, or the Nominating Committee, pertaining to any aspect of the process relating to the selection of any candidates for any position must remain confidential. Rule 4. All meetings of the CPOA Board and sub-committees, Resident Electors and School District electors should be open to the public. The CPOA nominating committee meetings are not open to the public or CPOA Board. Rule 5. When any Officer or Director publicly expresses his/her own personal opinion about a Village issue involving CPOA interests said person shall clearly state to the persons in attendance that the opinion expressed is not in an official capacity as a representative of the CPOA. However, personal statements made by any Officer or Director must be in compliance with Rule 10. Rule 6. All persons shall be encouraged to elicit interest from a particular person for a particular office or position, and encouraged to recommend qualified individuals for a particular office or position. Rule 7. Interviews are encouraged during the process of selecting candidates for particular offices or positions. When the Nominating Committee recommends a candidate for an officer, director position, School District office, or Village office, it is imperative that the Committee interview the person or persons that it is recommending. AH prospective candidates must be informed that they may be required to undergo an interview before they are selected as a candidate for a particular office or position. Rule 8. During any part of the process that culminates in the selection of a particular candidate for a particular office or position, no one shall use any sort of pressure on anyone involved in selecting prospective candidates to assure the selection of a particular candidate. Rule 9. In selecting a prospective candidate for a particular office or position, the Board of Directors and Nominating Committee should take the following factors into account: a. b. c. d. e. The integrity and trustworthiness of the person under consideration. Whether the individual has a proven record of past service to the community. The ability of the person to place the needs of the community over his personal needs and desires The ability of the person to work with and get along with others. Whether the person has the time and energy for the office or position for which he or she is a prospective candidate.

Rule 10. Any person on the Nominating Committee, Board of Directors, or who holds a Village or School District office, must be totally familiar with the Garden City, N.Y. "Community Agreemenf'and the "Unified Procedure for the Designation of Nominees for Village and School District Offices" so as to have a full appreciation of the method by which the Village and School District offices have traditionally been filled in our community. Rule 11. At the discretion of the President the agenda of any Association meeting may be reordered to allow for Public Comment.

CPOA By-laws; Revision 6/23/98

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