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2023 CIA By-Laws & Constitution

BY-LAWS and CONSTITUTION of the CONSTITUTION ISLAND ASSOCIATION, INC.

PREAMBLE

Constitution Island and the Warner house were given to the United States of America on September 4th, 1908 “for the use of the United States Military Academy and to form part of the military reservation” there. For many years prior to that date, Constitution Island had belonged the Warner family and the house there had been the residence of Anna Bartlett Warner and her sister Susan Bogert Warner.

On July 6th, 1916 The Martelear’s Rock Association was founded with two missions. The first was “to arouse interest in the preservation of the Warner house on Constitution Island opposite West Point.” Second, it was “to arrange, label, guard and care for the furniture, books and other objects of value which belonged to the Warner family and which the legatees have loaned to the Association.”

The Constitution Island Association was incorporated on September 22nd, 1925 as the successor to the Martelear’s Rock Association. It is chartered by The Board of Regents of the State of New York. The purpose of the Constitution Island Association is to preserve the contents of the Warner house and the furnishings, books, and papers of the Warner sisters, to honor the memory of the Warner family and those who lived on Constitution Island, to protect Constitution Island, and to inform and educate the public about the history and uniqueness of it and the Warner heritage. Since 1916, the Association and its predecessor have worked with the United States Military Academy and the United States Army Garrison at West Point to provide the public and the West Point community with a rewarding educational and recreational experience while preserving and commemorating the historic, literary, legendary, and artistic traditions of Constitution Island and the Hudson River Valley.

Article I   MEMBERS

1. Membership Criteria. Persons who show interest in and support of the purposes and goals of the Constitution Island Association by committing time, talent, or a financial gift to the Association may become members.

2. Voting Rights. At the Annual Meeting of the Members of the Association, each Member shall be entitled to vote on whether to select as Trustee persons nominated by the Nominating Committee. Members must be in attendance in order to vote. Each family or corporate or institutional member is entitled to one vote only.

3. Annual Meeting. The annual meeting of the Members of the Association shall be held on such date in the final quarter of the calendar year as may be determined by the Executive Committee of the Board of Trustees. Written notice of the meeting shall be sent to each member of the Association by mail or e- mail at least fifteen days before the date of the meeting. The notice shall give the time, date, and place of the meeting and shall include an agenda setting forth the nature of any business to come before the meeting, including the election of Trustees.

4. Quorum. At the annual meeting one-tenth of the total number of members shall constitute a quorum.

Article II   BOARD OF TRUSTEES

1. Selection. Trustees shall be elected by majority vote of the Members at the Annual Meeting.

2. Authority and Responsibility. Collectively the Trustees shall constitute the Board of Trustees and shall manage and be responsible for the affairs of the Association.

3. Qualification. Trustees must be Members of the Association except for ex officio trustees as prescribed below.

4. Term of Trusteeship. Trustees shall be elected for three year terms. The terms of the Trustees shall be staggered so that one-third shall be elected or re-elected each year.

5. Number. There shall be no fewer than five and no more than twenty-five Trustees.

6. Vacancies. In the event that a Trustee leaves the Board and his or her position becomes vacant, the Executive Committee, in consultation with the Nominating Committee, may appoint a Member to fill the position until the next Annual Meeting.

7. Ex officio trustees. The Superintendent of the United States Military Academy and the Commander of the Garrison at West Point, or such other officer, non-commissioned officer, or representative of the United States Army as shall have been designated by the Garrison Commander to be responsible for coordination with the Association, shall be ex officio trustees. The person who has the contract to be the Association’s Office Manager shall also be an ex officio trustee regardless of whether he or she is a Member of the Association.

8. Meetings. As soon as possible after the Annual Meeting of Members, the Trustees shall meet to select officers. The Trustees shall meet thrice more during the year to review the activities of the Association and to conduct such other business as may be brought before it by the Executive Committee. Written notice of meetings of the Board of Trustees shall be sent to the Trustees at least fifteen days prior to the meeting by mail or e-mail. Meetings may be remote and conducted by electronic conferencing. Trustees who fail to attend three consecutive meetings without an excuse accepted as satisfactory by the other trustees shall be deemed to have resigned.

9. Quorum. A quorum at Board of Trustees meetings shall be one-half of the number of serving Trustees. Actions of the Board of Trustees may be taken by the vote of a majority of Trustees in attendance at the meeting, provided there is a quorum.

10. Membership dues. Membership dues shall be set by the Board of Trustees.

Article III  OFFICERS; EXECUTIVE COMMITTEE

1. Officers. The Association shall have the following officers, who shall collectively constitute the Executive Committee. Their terms of office shall be the period between the annual Trustees’ meetings which follow the Annual Meetings of Members.

a. Chair. The Chair shall be the Chief Executive Officer of the Association and shall manage its activities and any employees or contractors it may have on a day-to-day basis. The Chair’s responsibilities shall include, inter alia, presiding at meetings of the Executive Committee and the Board of Trustees and ensuring (1) compliance with the Memorandum of Understanding between the Association and the U.S. Army, including serving as the Association’s point of contact with the United States Military Academy and the West Point Garrison, and (2) the timely submission of all required regulatory reports.

b. First Vice Chair. The First Vice Chair shall serve as Chief Executive Officer when the Chair is absent, unavailable, or incapacitated.

c. Second Vice Chair. The Second Vice Chair may serve as alternate Chief Executive Officer when the First Vice Chair is absent, unavailable, or incapacitated.

d. Secretary. The Secretary shall keep the minutes of the Annual Meetings of the Members, meetings of the Board of Trustees, and meetings of the Executive Committee and shall be responsible for preserving the books and records of the Association. The Secretary shall give notices of meetings as required by these by-laws and shall maintain current lists of Officers, Trustees, and Members of the Association. The Secretary shall be the officer responsible for signing, certifying and authenticating documents when that becomes necessary in the course of business.

e. Treasurer. The Treasurer shall receive and disburse the funds of the Association, shall maintain all records and documents pertaining to the accounts and finances of the Association, shall annually prepare a budget for the Association and shall, annually and on request, report on the finances to the Executive Committee, the Board of Trustees, and the Members.

2. Executive Committee. The Officers of the Association shall constitute an Executive Committee. The Executive Committee shall manage the activities of the Association.

Article IV   COMMITTEES

1. Nominating Committee. There shall be a Nominating Committee which shall be responsible for nominating Members as candidates for election or re-election as Trustees at the Annual Meeting of Members. It shall be composed of the First Vice Chair and the Secretary. Prior to choosing persons to nominate at the Annual Meeting, the Nominating Committee shall consult regarding possible or proposed nominees with at least three Members who are not Officers. The Secretary shall include the names of nominees in the notices of Annual Meetings.

2. Other committees. The Executive Committee may establish standing or special committees to manage the Docent Program, the Garden Maintenance Program, Educational Activities, Development, Events, or such other functions as it may from time to time deem necessary or appropriate for carrying out the purposes of the Association. Any such committee shall be composed of not less than three persons and may establish its own procedures subject to the approval of the Executive Committee. Committee chairs shall be selected by the Chair of the Association.

Article V   ADDRESS AND PLACE OF BUSINESS

1. The principal place of business of the Association shall be Constitution Island in the Town of Philipstown, County of Putnam, State of New York.

2. The address to which all correspondence and notices must be sent is P. O. Box 126, Cold Spring, New York 10516.

Article VI   FISCAL YEAR

1. The Association’s fiscal year shall be the calendar year.

Article VII   AMENDMENT

1. These By-laws may be amended, repealed, or replaced only by vote of the majority of Members present at a meeting at which a quorum is present and for which 30 days advance written notice has

been given to all Members. Such notice shall include the text of the proposed change(s) or replacement language.

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