The purposes for which the Association has been formed are to:

1. fill the need for an association of the residents of the area within the territorial limits of the Association;
   
   
2. represent such residents before village, town and other governing bodies on matters that are of concern to such residents including, but not limited to, application of and changes to building, zoning and other regulations and codes;
   
   
3. develop a spirit of cooperation among all of such residents so that they may enjoy their rights of residence in reasonable quite; and
   
   
4. urge, as the need may arise, the adoption by the appropriate governing body or bodies of measures designed to improve the conditions of living in the area to the benefit of the village, town and county as a whole.

The territorial limits of the Association shall include all that are within the following boundaries:

beginning at the intersection of the centerlines of Larchmont Avenue and Boston Post Road, thence west along the centerline of Boston Post Road to the east boundary line of the City of New Rochelle, then north along said boundary line to the centerline of Palmer Avenue, thence east along said centerline of Palmer Avenue to the intersection of the centerline of Larchmont Avenue, thence south along the centerline of Larchmont Avenue to the centerline of Boston Post Road.

• Section 1: All adult natural persons residing within the territorial limits of the Association are deemed to be members of the Association.

• Section 2: There will be two classes of membership in the Association--dues paying members and non-dues paying members.
  1. Dues paying members may engage in all Association activities, including but not limited to, serving as a director, officer or member of a committee of the Association, nominating and voting for directors of the Association, and, as authorized to do so, representing the Association before governing bodies.

  2. Non-dues paying members may only communicate with officers, directors and members of committees of the Association and attend meetings and other gatherings of the Association where members are invited to attend. With respect to such communication an attendance at such meetings and gatherings, they may be heard but may not further participate in the affairs of the Association.

• Section 1. The annual dues for dues paying members shall be fixed by the Board of Directors and shall be on a household basis, regardless of how many members reside in such household. Upon payment of such annual dues by such household, all members of such household are dues paying members for the calendar year for which payment has been made.

• Section 2. The annual dues are payable on January 1 of each year for he calendar year commencing on that date.

• Section 1. There shall be an Annual Meeting of the Association each year at a time designated by the Board of Directors for election of members of the Board of Directors, for receiving the annual reports of officers, directors and committees, and for the transaction of other business. Notice of such meetings, signed by the officer or director designated by the Board of Directors to do so, shall be mailed or delivered to the last recorded address of each member at least ten days before the time appointed for the meeting.

• Section 2. Special Meetings of the Association may be called by the Board of Directors in its discretion. Notice of any special meeting, signed by the officer or director designated by the Board of Directors to do so, shall be mailed or delivered to the last recorded address of each member at least three days before the date of the meetng. No business other than that specified in the notice of meeting shall be transacted at any such special meeting.

• Section 3. All notices of meetings of the Association shall set forth the place date, tme and purpose of the meeting.

• Section 4. All dues paying members in attendance, in person or by proxy, ay any meeting of the Association shall constitute a quorum for the transaction of business at that meeting.

• Section 5. Each dues paying member of the Association shall have one vote upon any matter. All matters shall be decided by a majority of the dues paying members present in person or by proxy.

• Section 6. The order of business at the Annual Meeting of the Association shall be:
  1. tabulation of dues paying members present;

  2. presenting and filing of proof of notice of the meeting;

  3. reading of the minutes of the last Annual Meeting;

  4. election of Directors;

  5. presentation of reports;

  6. unfinished business; and

  7. new business

The order of business at a special meeting of the Association shall be determined by the officer or director presiding at such meeting.

• Section 1. The property, affairs, business and concerns of the Association shall be vested in a Board of Directors, consisting of nine directors, which may be increased or decreased at the discretion of the Board to from nine to fifteen directors. Upon election, the members of said Board shall immediately begin to perform their duties and shall continue in office until their successors shall be duly elected.

• Section 2. At each Annual Meeting, a number of directors equal to the number of those whose terms have expired and additions to the number of directors shall be elected for a term of three years, and any vacancies which have occurred shall be filled for the remainder of the term of the former director.

• Section 3. The Board of Directors shall have the power to:
  1. hold meetings;

  2. audit bills and disburse fund of the Association;

  3. print and circulate documents and publish articles;

  4. correspond and communicate with governng bodies and other assocatiations;

  5. employ agents;

  6. take other measures as may be proper and expedient to promote the objects of the Association and best protect the interests and welfare of its members; and

  7. carry on such duites as are specifically prescribed in these by-laws.
     
     

• Section 4. A meeting of the Board of Directors shall be held promptly following the Annual Meeting. Thereafter, the President may, when he or she deems necessary, or the Secretary, at the request of at least three members of the Board, shall, issue a call for a meeting of the Board upon at least two day's notice.

• Section 5. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business. Such majority can be obtained from members present at the meeting either in person or by telephone. In the event there is no quorum the members present in person or by telephone may still transac business, but such transactions of business shall not be effective until they have been ratified by enough directors to constitute a majority of the Board of Directors.

• Section 6. Whenever any vacancy shall occur in the Board of Directors, including a vacancy caused by the Board increasing the number of directors, it shall be filled without delay by a majority vote of the remaining members of the Board. The person chosen shall hold office until the next Annual Meeting.

• Section 7. If any Director shall afil to attend three consecutive meetings of the Board of Directors held in Larchmont over a period of at least six calendar months, that Director shall conclusively be deemed to have resigned as of the end of the said fifth meeting, thereby creating a vacancy in the Board of Directors which shall be filled in accordance with this Article.

• Section 1. The officers of this Association shall be a President, two Vice Presidents, one of whom shall be designated President-Elect, a Secreatary and a Treasurer. There may also be a Chairman of the Board.

• Section 2. The Board of Directors shall elect all officers at its first meeting, following the Annual Meeting, for a term of one year then commencing and until their successors shall be elected.