LAKE PARKER ASSOCIATION, INC.
(Amended August 2nd, 2014)
ARTICLE I: Name, Purposes, Powers, and Related Matters
The name of the Corporation shall be “Lake Parker Association, Inc.” (hereinafter in these By-Laws referred to as “The Corporation”).
The location of its principal office and its purposes shall be as set forth in the Articles of the Association and these By-Laws. The powers of the Corporation and of its trustees, officers, committees and members, and all matters concerning the conduct and regulation of the affairs of the Corporation and the manner in which the officers and agents by whom its purposes may be accomplished shall be subject to such provisions in regard thereto, if any, as are set forth in the Articles of the Association and these By-Laws. All references in these By-Laws to the Articles of Association shall be construed to mean the Articles of Association as from time to time amended.
ARTICLE II: Membership
- Eligibility to Membership
Membership in the Corporation shall be open to all residents of, and landowners in, the area known as the Village of West Glover, and to all property owners whose lands are on, or drain into Lake Parker. Any other persons who may want to be a part of said association may join as an Associate Member. Associate members shall have no voting rights.
- Admission to Membership
Any eligible applicant shall be admitted to membership, upon payment of dues for the current fiscal year. No one shall be denied membership on the basis of race, color, religion, gender, gender expression, age, sexual orientation, marital status, military status, disability or national origin.
- Membership Dues
Unless otherwise determined by the members of the Corporation, the dues for membership in the Corporation shall be determined annually by the Executive Board (Trustees). Each membership is entitled to one vote.
ARTICLE III: Meetings
1. Annual Meeting
Unless otherwise determined by the members of the Corporation, the annual meeting of the members of the Corporation shall be held between June 15 and August 15 at a place within the Town of Glover, at a place as designated by the President in the notice of the annual meeting.
- Special Meetings
Special meetings of the members of the Corporation may be called by the President, or the Board of Trustees for the transaction of such business as shall be indicated in the notice of the meeting. Special meetings of the members of the Corporation shall be at a place-within the Town of Glover, designated in the notice of the meeting.
3. Notice of Meetings
At least five days in advance of the annual or special meeting of the Corporation, notice of the time and place shall be mailed or electronically delivered to all members at such address as appears in the Corporations records; such notice to contain an agenda of the meeting.
At any annual or special meeting of the members of the Corporation, twenty (20%) percent of the total number of voting members; present; in person or by proxy, at the meeting, shall constitute a quorum for the consideration of such questions, but a lesser number may adjourn any meeting from time to time, and the meeting may be held as adjourned without further notice. No quorum is necessary for social or non-voting events.
Each membership of the Corporation entitled to vote shall be entitled to one vote upon any question at any meeting of the members of the Corporation. These votes may be exercised in person or by proxy given in writing or emailed to a member of the Executive Board dated not more than six (6) months before the meeting named therein, which writing shall be filed with the Secretary before being voted. Such proxy shall entitle the holder thereof to vote at any adjournment of such meeting, but shall not be valid after the final adjournment of such meeting.
6. Action of Meeting
When a quorum is present at any meeting, a majority of the members represented thereat and entitled to vote shall, except where a larger vote is required by law, by the Articles of Association, or by these By-Laws, decide any question brought before such meeting.
All meetings of the members shall be governed as to procedure by Robert’s Rules of Order, except to the extent the contrary may be expressly provided by these By-Laws or the Articles of Association.
ARTICLE IV: The Executive Board (Board of Trustees)
- The Executive Board (Board of Trustees)
The Corporation shall have a Executive Board (Board of Trustees) for the purpose of conducting the major portion of the Corporation’s business and thus relieving the membership of those duties required for its accomplishment.
The Executive Board shall consist of the President, Vice-President, Treasurer, Secretary, the immediate past President of the Corporation and Chair of each Standing Committee. The Treasurer and at least one other Trustee shall be a resident of Vermont.
- Term of Office
Each Trustee shall have a term of two years or until his or her successor is duly chosen and qualified.
- Vacancies on the Board
Vacancies on the Board may be temporarily filled by the remaining Board Members until a successor is elected at the next annual meeting of the members, or at a special meeting of the members called for that purpose.
- Meetings of the Board
The Board of Trustees shall hold at least two (2) meetings a year – one at least five (5) days prior to the annual summer meeting. Additional meetings may be called by the President or any other officer. Notice of all meetings of the Board shall be given to each Trustee either personally, by mail or electronically delivered. The purpose and place of all such meetings shall be stated in the notice. Meetings may be held by phone or in person within the State of Vermont.
6. Authority of the Board
The Board is empowered to manage the affairs of the Corporation, subject to such restrictions as may be specifically imposed by the Corporation membership. It is authorized to vote such expenditures of the Corporation as may be required. These expenditures shall not exceed five hundred dollars ($500) per expenditure. Routine expenditures such as printing, mailing, insurance premiums, patrol expenses, secretarial expenses, map printing and other routine business expenses need not be approved if sufficient funds are available in any fiscal year. Any larger expenditures shall be approved by the members at the annual meeting or at a special meeting.
- Quorum of the Board
A majority of the Board members shall constitute a quorum for the transaction of the Board’s business at any Board meeting.
All meetings of the Board of Trustees shall be governed as to procedure by Robert’s Rules of Order, except to the extent the contrary may be expressly provided by these By-Laws or the Articles of Association.
ARTICLE V: Officers and Standing Committee Chairpersons
1. List of Officers
The officers of the Corporation shall be a President, Vice-President, Treasurer, Secretary, and the immediate past President of the Corporation.
2. Election of Officers
Nominations for President, Vice President, Treasurer, and Secretary shall be presented for election at each bi-annual meeting by the Nominating Committee. The Nominating Committee shall consist of the Executive Board unless a separate committee is established to serve that purpose. This Committee shall also present nominations for Standing Committee Chairpersons. Additional nominations are always welcomed from the floor. Each officer and Standing Committee Chair shall be elected by a majority vote of the members present and voting at the annual summer meeting.
3. Term of Office
Each officer and Standing Committee Chair shall take office upon election, for a term of two (2) years or until his/her successor is chosen. Any vacancies among the officers or the Standing Committee Chairs may be temporarily filled by a vote of the Executive Board until a successor is elected at the next annual meeting of the members, or at a special meeting of the members called for that purpose.
4. Duties of the President and Vice President
The President of the Corporation shall preside at all meetings of the membership or the Board, call special meetings as may be required, and have general administration over the affairs of the Corporation. The President may represent the Corporation at various times or appoint a person to do so. At any meeting the President shall vote only to make or break a tie vote. The Vice President shall assist the President in all matters whenever called upon, and preside over meetings in the President’s absence. The Vice President may chair the Membership Committee.
- Duties of the Treasurer
The Treasurer shall have custody of the funds of the Corporation, shall receive dues and make disbursements as directed, make a financial report to the Corporation at the annual meeting, and make other reports as may be required by the Board. The Treasurer shall also file the Corporation Income Tax or Information Returns for the Corporation if required.
The Treasurer shall be a resident of Vermont and shall keep a true and accurate record of the books provided therefor. These books shall be open at all reasonable times to the inspection of any member.
- Duties of the Secretary
The Secretary shall keep a true and accurate record of all meetings of the membership and the Executive Board All books and records, other than fiscal records, of the Corporation shall be in the custody of the Secretary, including but not limited to the minute books, the Articles of Association, and an attested copy of the By-Laws with marginal references to all amendments thereto.
The Secretary shall serve all notices as directed by the proper officers of the Corporation, and shall deliver to the membership, the Board, or the proper officer as the case may be, any communications received.
In the absence of the Secretary from any meeting, a person appointed by the presiding officer shall keep the minutes thereof. The Secretary shall keep office in the place where the principal office of the Corporation is located. Also, the Secretary shall assist the Treasurer in the performance of duties when required.
ARTICLE VI: Committees
1. Standing Committees
Standing Committees shall consist of: Membership, Recreation (including Walking path and social activities), Water Quality, Boating & Water Safety and Fishing & Wildlife. Additional Standing Committees may be established by majority vote of the membership.
The Chairperson of each Standing Committee is elected by the membership for a term of two (2) years. The members of each such Committee are appointed by the President and the Chair of the Committee.
2. Special Committees
Special Committees may be appointed by the President with specific requirements at any time as needed. All Standing Committees may present a written or brief oral report at the annual meeting.
ARTICLE VII: Amendments
- Method of Amendment
These By-Laws may be amended at any annual or special meeting of the members of the Corporation by a simple majority vote of those voting, provided that notice of the proposed amendment, or amendments, accompany the call of the meeting; such notice to be mailed to each member not less than ten (10) days prior to the date of the meeting.
- The Time of Taking Effect of an Amendment
Unless otherwise provided in the amendment, any amendment to the By-Laws shall take effect immediately.
ARTICLE VIII: Personal Liability
The Board of Trustees shall have no power to bind the members of the Corporation personally or to call upon them for the payment of any sum of money or any assessment whatever other than dues and other than such sums as they may at any time personally agree in writing to give to the Corporation. All persons or corporations extending credit to, contracting with, or having any claim against the Corporation, or the Board of Trustees shall look only to the funds and property of the Corporation for the payment of any such contract or claim, or for the payment of any debt, damage, judgment or decree or any money that may otherwise become due or payable to them from the Corporation or the Board of Trustees, so that neither the members of the Corporation, the Trustees or officers, present or future shall be personally liable therefor.
ARTICLE IX: Execution of Documents
Except as the Board of Trustees may authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the Corporation shall be signed on behalf of the Corporation by the President or the Treasurer.
ARTICLE X: Seal
The seal of the Corporation shall, subject to alteration by the Board of Trustees, consist of a flat faced circular die with the name of the Corporation and the year of its organization, and the name “Vermont” cut or engraved thereon.
ARTICLE XI: Fiscal Year
Except as from time to time otherwise provided by the Executive Board, the fiscal year of the Corporation shall end on the last day of June in each year.