(Incorporated June 12, 1939)
Amended and Approved by the General Membership on August 5th, 2017.
SECTION 1. The name of the corporation is “The 6th and 7th Lake Improvement Association, Inc.” and shall hereinafter be referred to as “the Association”.
SECTION 2. The Association is a not-for-profit corporation operated exclusively for the purposes stated in the Articles of Incorporation and as generally allowed under the laws of the State of New York.
SECTION 3. No director may receive compensation in the form of money, goods or services, directly or indirectly, in the conduct of any Association business, have any interest in a contract or business dealing, direct or indirect, to furnish supplies or services, nor use the Association’s name for financial gain. A director may be reimbursed with the approval of the Board of Directors for expenses reasonably incurred for the benefit of the Association. Any request for reimbursement shall be made in writing on notice to the Board and accompanied by such receipts or other documentation as the Board may require.
SECTION 4. The Board will not approve any commercial or political endorsements, promote sales, provide advertising or furnish any mailing list, nor shall any Association funds be expended for any political or religious purpose.
PREAMBLE. The Association recognizes that properties may be owned by one or more individuals or by corporations, limited liability companies or trusts. It is the intent of the Association to offer membership to such individuals and to those individuals otherwise holding a beneficial interests in such properties whether as stockholders in a corporation, members of a limited liability company, or beneficiaries of a trust.
SECTION 1. Membership in the Association shall be as a “regular member” or an “honorary member”, hereinafter described. Membership is open to all qualified persons eighteen years of age or older.
SECTION 2. “Regular membership” is subject to one of the following qualifications:
Regular membership is contingent upon the payment of annual dues in such amount as may be determined by the Board of Directors in a resolution adopted prior to the start of the year. Dues are deemed to be assessed to the qualifying property referenced in subsection “a” hereof and not to the regular member him- or herself. The legal owner of the property or the person(s) holding a beneficial interest in such property may designate for regular membership no more than two (2) individuals owning or regularly occupying the qualifying property and who qualify for regular membership as above provided. Regular members are eligible to be members of the Board of Directors and/or officers of the Association.
SECTION 3. “Honorary membership” may be granted by the Board of Directors to persons whose work or activities involve or previously involved a legitimate interest in Sixth or Seventh Lake, the area surrounding the lakes, or the work of the Association. This may include, but not be limited to, the town supervisor or members of the town board of the Town of Inlet, the chief of police of the local police agency, the regional supervising forester of the Department of Environmental Conservation, the president the Fulton Chain of Lakes Improvement Association, etc. Honorary members may attend meetings and social functions sponsored by the Association and shall be entitled to receive notices and printed materials as the Board deems appropriate.
Honorary members shall not be required to pay dues.
SECTION 4. Non-payment of dues for two consecutive years shall result in the termination of regular membership for all persons owning or holding a beneficial interest in the property against which the dues were assessed. Termination of regular membership may be waived by the Board of Directors for good cause which may include financial hardship or other extenuating circumstances. A regular member whose membership was terminated for non- payment of dues may be readmitted to regular membership upon payment in full of all delinquent dues within one (1) year of termination. Readmittance thereafter shall be in the discretion of the Board of Directors which may, for good cause, waive the payment of arrears in whole or in part.
SECTION 5. Any person’s membership may be terminated by the Board of Directors if, in its opinion, such member has wilfully engaged in conduct that exposes or is reasonably likely to expose the Association to public contempt, ridicule or scorn.
SECTION 1. There shall be no fewer than seven (7) and no more than thirteen (13) directors chosen from among the regular members of the Association. The number of directors shall be determined by the Board on an annual basis. Any regular member may be nominated by the Board of Directors or maynominate him-/herself or any other regular member to serve as a director. All nominations shall be submitted to the Board of Directors not less than seven (7) days prior to the election of directors. Directors shall be elected by majority vote of the regular members at their annual meeting or at a special meeting called for that purpose and shall serve a term of three (3) years and until their respective successors shall have been elected and taken office. The members of the Board shall serve staggered terms so that no fewer than two (2) and no more than five (5) seats on the Board are subject to election each year.
SECTION 2. A director shall be eligible to serve for three (3) successive three-year terms and shall not thereafter be eligible for election to the board until one (1) year following the expiration of his/her term of office.
SECTION 3. If a director shall die, resign, or be removed from office or if his/her seat on the board shall otherwise become vacant, such vacancy shall be filled by majority vote of the remaining board members and the person chosen to fill such vacancy shall serve until the end of the term of his/her predecessor which term shall not be deemed to be a full term of office for the purposes of Section 2 of this Article.
SECTION 4. Any member of the board of directors may resign from the board by submitting to the President or the Secretary his/her written notice of resignation. The board member’s resignation shall take effect upon the date of delivery of his/her written notice of resignation as set forth herein or upon such later date as the resigning member may therein specify.
SECTION 5. Any member of the board of directors may be removed from office, with or without cause, upon the affirmative vote of not less than 3/5 of the remaining directors. “Cause” shall be deemed to include, but not be limited to, that failure of a director to attend three or more meetings of the board in a single calendar year.
SECTION 6. The President of the Association shall be the chair of the Board of Directors.
SECTION 1. There shall be four (4) officers of the Association elected by the Board of Directors at its annual meeting, a President, a Vice President, a Secretary and a Treasurer. The President and the Vice President shall be members of the Board of Directors; the Secretary and the Treasurer need not be directors but shall be regular members of the Association. No person shall simultaneously hold more than one office other than the offices of Secretary and Treasurer if approved by the Board of Directors. Each officer shall serve a term of one (1) year and until his/her successor shall have been elected and taken office.
SECTION 2. If an officer shall die, resign, be removed from office, or if his/her seat shall otherwise become vacant, such vacancy shall be filled by majority vote of the Board of Directors.
SECTION 3. Any officer may resign from his/her office submitting to the President or the Secretary his/her written notice of resignation. Such resignation shall take effect upon the date of delivery of his/her written notice of resignation as set forth herein or at such later date as the resigning officer may therein specify.
SECTION 4. Any officer may be removed from office, with or without cause, upon the affirmative vote of a majority of the Board of Directors.
SECTION 1. The Board of Directors may, from time to time, create one or more committees as it deems appropriate. Such committee may be a standing committee or an ad hoc committee.
SECTION 2. The members of a committee shall be designated by the President. Any regular member or honorary member of the Association shall be eligible to serve on any committee unless the Board of Directors shall direct otherwise, provided that the majority of the committee members shall be regular members of the Association. The President shall designate the member of the committee who will be its chair and the chair of the committee shall be a director of the Association. Once designated to serve on a committee, any committee member may be removed with or without cause by resolution adopted by the Board of Directors.
SECTION 3. No action taken by any committee of the Association shall be binding upon the Association unless and until such action shall be expressly approved or ratified by the Board of Directors.
SECTION 1. There shall be an annual meeting of the members of the Association held on the first Saturday of August of each year at 11:00 AM at Fern Park in the town of Inlet, Hamilton County.
SECTION 2. The date, time and/or location of the annual meeting of the members of the Association may be changed by the Board of Directors provided that notice thereof is given to the members not less than thirty (30) days in advance unless, in the opinion of the Board, circumstances require the meeting to be held sooner, in which case notice shall be given not less than ten (10) days in advance. Notice may be given by first class mail, email, posting on the Association’s website, or by such other means as the Board may deem sufficient for this purpose. Special meetings of the members may be called by the Board from time to time, specifying the date, time, place and purpose of such meeting and providing notice thereof in the same manner as herein specified.
SECTION 3. No business may be conducted by the members of the Association at any meeting unless a quorum of not fewer than thirty (30) of the regular members is then in attendance.
SECTION 4. There shall be an annual meeting of the Board of Directors held during the month of July of each year at a date, time and place as the Board may specify not less than thirty
(30) days in advance with notice given to each member of the Board in the same manner as specified in Section 2 of this Article. Special meetings of the Board may be called by the Board or by the President with the concurrence of the Secretary, specifying the date, time and place of such meeting and providing notice thereof in the same manner as specified in Section 2 of this Article.
SECTION 5. No business may be conducted by the Board at any meeting unless a quorum is then in attendance, such quorum being more than half of the number of directors.
SECTION 6. Any meeting of the Board may be conducted by electronic means such a telephone conference call, video and audio, Skype or similar means.
SECTION 7. To vote, the regular member of the Association or the member of the Board must be present or otherwise in attendance at the meeting at which the vote is taken. No proxy may be given.
SECTION 1. A director shall perform all the duties of a director including, but not limited to, the duties of any committee of which he/she may be a member in such manner as and upon such inquiry as a person of ordinary prudence and experience would exercise under similar circumstances.
SECTION 2. In performing his/her duties, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, prepared or presented by(a) any one or more of the Association’s officers, (b) an attorney, accountant or other professional working for or at the direction of the Board of Directors within the scope of his/her professional competence, or (c) any committee of the Association on which such member of the Board does not serve as to any and all matters within the scope of its authority.
SECTION 3. Any director who, in good faith, performs his/her duties consistent with the standard of care specified in this Article shall have no liability to the Association or to any other third party for an breach or alleged breach of such director’s duty.
SECTION 4. To the fullest extent authorized by law, the Association shall indemnify and hold harmless its directors and officers from any and all liability based upon any breach or alleged breach of duty provided that such director or officer has performed his/her duty consistent with the standard of care specified in this Article.
SECTION 1. The fiscal year of the Association shall begin on the first day of January and shall end on the last day of the immediately following December.
SECTION 1. The Board of Directors may adopt, use and/or alter from time to time an official seal of the Association. Such seal shall be kept and maintained by the Secretary. The failure to affix such seal to any instrument shall not affect the validity of such instrument.
SECTION 1. These by-laws may be adopted, amended or repealed by the vote of (a) a majority of the Board of Directors, subject to ratification by the regular members of the Association, or (b) the members of the Association, provided that in either event notice of the proposed adoption, amendment and/ or repeal and a copy of the specific by-law(s) to be adopted, amended or repealed, is provided not less than thirty (30) days in advance in the same manner as specified in Section 2 of Article VI of these by-laws.
I, Cynthia J. Heath, do hereby certify that I am the current Secretary of The 6th and 7th Lake Improvement Association, Inc. and that the by-laws shown above are the by-laws of the corporation as adopted by the Board of Directors on May 27, 2017 and ratified by the regular members of the corporation on August 5, 2017 2017.
Signed this 5th day of August , 2017, in the Town of Inlet, Hamilton County, New York.
|s/Cindy J. Heath|
Cynthia J. Heath, Secretary