L.I.P.A. By Laws for review

LITTLE ISLAND POND ASSOCIATION

ORGANIZED 1919

BYLAWS

REVISED JULY 1987

ARTICLE 1

NAME:

The name of the club shall be the LITTLE ISLAND POND ASSOCIATION.

ARTICLE 2

GOVERNMENT:

The proceedings of the club shall be governed by Roberts Rules of Order.

ARTICLE 3

OBJECTIVES:

The objectives of the club shall be to maintain the unity of property owners and friends for the promotion and protection of the environmental, social and sporting interests of the members.

ARTICLE 4

MEMBERSHIP:

Any property owner or member of his family or friends shall be eligible for membership in the Club, upon election as provided.

ARTICLE 5

ELECTION OF MEMBERS:

Applicants for membership shall submit a completed form endorsed by two members of the Club to any member of the Board of Directors. The application shall then be submitted to the vote of the membership at large at the next Club meeting. Election shall be by majority vote.

ARTICLE 6

OFFICERS AND ELECTION THEREOF:

The officers of the Club shall consist of a President, Vice-President, Secretary, Treasurer, and three Directors, all of whom, together, shall constitute the Board of Directors.

All officers and directors shall be elected at the Annual Meeting of the Club by a majority of those present. The term of office for all Board of Director members shall be one year.

Nominations for officers and directors shall be from the floor or, if a Nominating Committee has been appointed, from candidates suggested by them.

In case of resignation, removal or death of any officer or director, vacancies may be filled by vote of the Board of Directors, and persons so elected shall serve until the next annual meeting.

ARTICLE 7

DUTIES OF OFFICERS:

The President shall preside at all meetings of the Board of Directors and all meetings of the Club. He shall appoint all committee members. He shall carry out all motions voted upon by the Board of Directors and the Club.

The Vice-President, in the absence of the President, shall preside at any meetings of the Board of Directors and of the Club, and conduct the business of the Club.

The Secretary shall keep a record of all meetings of the Board of Directors and the Club; and shall preserve all documents, minutes and reports of the Club. He shall submit a report of all proceedings at the meetings of the Board of Directors and at the Annual Meeting. He shall ensure that all votes of the Club are carried out in conjunction with the President. On leaving his office, he shall deliver all properties of the Club to his successor.

The Treasurer shall have custody of all monies of the club and shall keep true and accurate accounts. He shall collect all dues and other monies; and shall pay all approved bills and claims of the club. He shall keep records of all receipts and disbursements; and shall submit a report of the same at the meetings of the Board of Directors and at the Annual Meeting. He shall, with the approval of the Board of Directors, invest the funds of the club to the most advantage of the club. He shall have authority, with the approval of the President, to spend up to $100.00 per year on the supplies necessary to the business of the club. Any invoice over $100.00 must be approved by a vote of the majority of Club members present at any meeting. Any special funds held by the Club may be spent by a majority vote of the Club members present at any meeting. On leaving his office, he shall deliver all properties of the Club to his successor.

The Directors of the Club shall advise the President and approve any proposed expenditure as listed above or proposed changes in the bylaws, and are empowered to deal with any matter not provided for in these bylaws.

ARTICLE 8

QUORUM:

Twelve members shall constitute a quorum to act at any meeting.

Four members shall constitute a quorum of the Board of Directors.

ARTICLE 9

MEETINGS:

The Annual Meeting of the Club shall be held in the summer, the date and time to be set by the President. Two meetings of the Club shall be held during a year, preferably during summer months.

Special Meetings may be called at any time by the President, or at any written request of twelve members of the Club in good standing.

A written notice of meetings of the Club shall be sent by the Secretary to each member at least five days before the date of the meeting.

ARTICLE 10

FISCAL YEAR:

The fiscal year and Club year shall begin January 1st and end December 31st.

ARTICLE 11

AUDITING COMMITTEE:

An Auditing Committee of two, not members of the Board of Directors, shall be appointed by the President. Their duty shall be to audit the Treasurer’s accounts annually. A report of the audit shall be made at the Annual Meeting.

ARTICLE 12

DUES:

Dues shall be set by a vote of the majority of members at the Annual Meeting.

Any member who is in arrears in dues payments for more than two years shall be notified that his name will be reported to the Club for suspension from membership. At the next Annual Meeting, the Club may suspend the delinquent member. A suspended member may be reinstated only by payment of all back dues, and by a majority vote of the members present at that meeting.

ARTICLE 13

BYLAWS AMENDMENTS:

These bylaws may be amended or repealed by vote of the majority of members present at any Annual Meeting or Special Meeting of the Club, provided notice of the general character of the proposed amendment is mailed to each member five days prior to the such meetings.

LITTLE ISLAND POND ASSOCIATION

ORGANIZED 1919

BYLAWS

REVISED **** 2004

Article 1

NAME

Section 1.1 The name of this organization shall be the Little Island Pond Association.

HUMAN RIGHTS LAWS

Section 1.2 This organization and its members shall at all times observe all federal, state and local human rights laws, regulations and ordinances applicable to any organization activity, procedure or practice. No person may be refused membership, denied office, or be prevented from participating in any activity because of any fact or circumstance which would identify that person as one of a protected class of individuals under the human rights laws, regulations or ordinances of any governmental jurisdiction where the person resides or in which the organization conducts business.

GOVERNMENT

Section 1.3 The proceedings of the organization shall be governed by Roberts Rules of Order.

Article 2

OBJECTS

Section 2.1 The objects of the Little Island Pond Association shall be:

2.1.1 To selectively associate congenial persons of good character having a common love and appreciation of Little Island Pond;

2.1.2 To maintain the unity of property owners and their families for the promotion and protection of the environmental, social and sporting interests of the members;

2.1.3 To encourage and promote a high amateur standard of skill in the handling and navigation of boats, power, manual, and sail; to encourage and promote the study of the science and art of seamanship and small boat handling; to develop and promote instructional programs for the benefit of members; and to stimulate members to increase their knowledge of and skill in boating through instruction and self-education;

2.1.4 To render, and encourage its members to render, such altruistic, patriotic or other civic service as it may from time to time determine or elect.

WORD AND TERM MEANING

Section 2.2 Any word denoting gender used in these bylaws shall apply equally to either gender as the context may require.

Article 3

MEMBERSHIP

Section 3.1 Membership in the Little Island Pond Association is a privilege, not a right, and shall be by application and contingent upon meeting eligibility requirements. Any property owner (owner shall defined as any person or persons having appearing as a record owner in fee simple, remainder, or otherwise, of any real property within a 750 foot radius of the mean high water mark of Little Island Pond, or any other person with deeded access to Little Island Pond) or member of his family (family shall defined as an owner and spouse, and their natural and/or adopted children) shall be eligible for membership in the Club, upon election as provided. All members to be included in a family membership must be individually listed by name in the family membership application. No membership shall be valid unless the member meets and continues to meet the factual requirements of membership in the Little Island Pond Association. Any prospective member shall be expected to be able and willing to contribute energy and skill to the objects of the Little Island Pond Association.

Section 3.2 Honorary membership may be conferred by the Board of Directors for not more than one year at a time, upon any person not a member of the Little Island Pond Association who has rendered conspicuous service in the interest of this organization. Honorary members shall not be subject to the payment of dues. Honorary members shall not have any of the

privileges extended to other members except that they may receive newsletters and correspondence and attend Annual and Special Meetings.

Section 3.3 No blanket invitation to membership may be made by any person to any group of persons.

Section 3.4 Applicants for membership shall submit a completed form endorsed by two current members of the Little Island Pond Association to any member of the Board of Directors. The application shall then be submitted to the vote of the membership at large at the next organization meeting. Election shall be by majority vote of all the members in attendance at that meeting.

Section 3.5 No member of the Board of Directors or other member shall disclose any member's vote, or make any comment on or discuss outside the committees' meetings any application to membership. No one may disclose the name of any person considered for membership to anyone not an active member of this organization. No one shall be entitled to receive information from any member of the Board of Directors or other member concerning approval or disapproval of the application of any person to membership in the Little Island Pond Association, except that a member proposing a person for membership shall be informed as to the status of the proposal.

Article 4

OFFICERS AND ELECTION THEREOF

GENERAL PROVISIONS

Section 4.1 The elected officers of the Little Island Pond Association shall consist of a President, Vice-President, Secretary, Treasurer, and three Directors all of whom, together, shall constitute the Board of Directors.

Section 4.2 All officers and directors shall be elected at the Annual Meeting of the Club by a majority of those present. The term of office for all Board of Director members shall be one year.

Section 4.3 Nominations for officers and directors shall be from the floor or, if a Nominating Committee has been appointed, from candidates suggested by them.

Section 4.4 In case of resignation, removal or death of any officer or director, vacancies may be filled by vote of the Board of Directors, and persons so elected shall serve until the next annual meeting.

Section 4.5 Elected officers, committee chairmen, committee members, and all appointees, shall be subject to the following general provisions:

4.5.1 All elected officers, committee chairmen, and committee members shall be active members of the Little Island Pond Association.

4.5.2 No active member shall be nominated for or hold more than one elective office, simultaneously.

4.5.3 Upon leaving office, elected and appointed officers and committee chairmen shall turn over to their successors all records, reports, communications and documents in their possession and pertaining to the affairs of the Little Island Pond Association.

Section 4.6 In the event the any officer is determined, by self-declaration or by two-thirds vote of the Board of Directors, to be incapable of performing the duties of office because of illness or otherwise, the Board of Directors may assign the duties and powers of such office to a past officer agreeable to serve. Such assumption of duties by a past officer shall last only until the earliest of: (1) the next annual meeting of this organization; (2) the officer rescinds the self-declaration of incapability; (3) the Board of Directors rescinds its declaration of incapability; or (4) the next organization meeting at least 50 days after the declaration of incapability at which meeting the Board of Directors shall recommend to the membership whether the period of incapability should be extended or the office declared vacant.

ELECTED COMMITTEES

Section 4.7 There may be a Nominating Committee, consisting of a chairman and two other members elected by the members at an annual or special meeting.

Section 4.8 There may be a Rules Committee, consisting of a chairman and two other members, elected by the members at an annual or special meeting.

Section 4.9 There shall be an Auditing Committee, consisting of a chairman and two other members elected by the members at an annual or special meeting.

Section 4.10 There may be a Planning Committee consisting of a chairman and two other members elected by the members at an annual or special meeting. If so elected, it shall study matters concerning the general welfare of the Little Island Pond Association and make recommendations thereon to the Board of Directors. Items for study may be referred to it by the President, Board of Directors or the membership, or may arise within the Planning Committee itself. It shall file a report with the Board of Directors at the Board of Directors' meeting preceding the annual meeting.

Article 5

DUTIES AND POWERS OF OFFICERS AND COMMITTEES

Section 5.1 The President shall preside at all meetings of the Board of Directors and all meetings of the organization. He shall appoint all committee members. He shall carry out all motions voted upon by the Board of Directors and the Club. He shall execute all written instruments in the name of the Little Island Pond Association when directed by the Board of Directors or by the membership.

Section 5.2 The Vice-President, in the absence of the President, shall preside at any meetings of the Board of Directors and of the organization, and conduct the business of the organization. He shall assist the President.

Section 5.3 The Secretary shall keep a record of all meetings of the Board of Directors and the organization; and shall preserve all documents, minutes and reports of the organization. He shall keep the record in books belonging to the Little Island Pond Association. Which records shall at all reasonable times be open to inspection by any active member of this squadron. No detailed records shall be kept relating to votes on applications to membership. He shall submit a report of all proceedings at the meetings of the Board of Directors and at the Annual Meeting. He shall ensure that all votes of the organization are carried out in conjunction with the President. On leaving his office, he shall deliver all properties of the Club to his successor. He shall keep an up-to-date record of all members of this organization, including for each member: name, address, telephone number, and other pertinent information deemed advisable. He shall also keep and preserve all documents, records, reports and official correspondence connected with the business of the Little Island Pond Association. He shall send the required notices of all Directors', annual and special meetings and all lists of candidates for office to be voted upon at any election.

Section 5.4 The Treasurer shall have custody of all monies of the organization and shall keep true and accurate accounts. He shall collect all dues and other monies; and shall pay all approved bills and claims of the organization. He shall keep records of all receipts and disbursements; and shall submit a report of the same at the meetings of the Board of Directors and at the Annual Meeting. He shall, with the approval of the Board of Directors, invest the funds of the club to the most advantage of the organization. He shall have authority, with the approval of the President, to spend up to $100.00 per year on the supplies necessary to the business of the organization. Any invoice over $100.00 must be approved by a vote of the majority of organization members present at any meeting. Any special funds held by the organization may be spent by a majority vote of the organization members present at any meeting. On leaving his office, he shall deliver all properties of the organization to his successor.

Section 5.5 The Directors shall The Directors of the Little Island Pond Association shall advise the President and approve any proposed expenditure as listed above or proposed changes in the bylaws, and are empowered to deal with any matter not provided for in these bylaws.

GENERAL COMMITTEES

Section 5.6 The Nominating Committee, if any, shall select a candidate for each elective office and for the chairman and members of each elective committee provided for herein, and shall submit its written report to the secretary at least 40 days prior to the annual meeting.

5.6.1 Other than interviews with potential nominees, no member of this committee shall comment upon or discuss committee business with any non-member of this committee and, other than the nominations report, no non-member of this committee shall be entitled to receive any information concerning the committee's deliberations.

Section 5.7 The Rules Committee shall be the guardian of adherence to the Bylaws. The committee shall be familiar with the Bylaws, and prepare recommendations as necessary to keep the bylaws consistent with the policy and objectives of the Little Island Pond Association. It shall prepare the wording of proposed amendments as may be directed by the Board of Directors or by the membership.

Section 5.8 The Auditing Committee shall examine all records of the treasurer as of the last day of the fiscal year and submit a report of its findings for action by a membership meeting not more than 60 days after the end of the fiscal year. An additional audit shall be performed should a different individual assume the office of treasurer prior to the end of the fiscal year.

Article 6

DUES AND ENTRANCE FEES

Section 6.1 Dues shall be set by a vote of the majority of members at the Annual Meeting. Any member who is in arrears in dues payments for more than two years shall be notified that his name will be reported to the Club for suspension from membership. At the next Annual Meeting, the Club may suspend the delinquent member. A suspended member may be reinstated only by payment of all back dues, and by a majority vote of the members present at that meeting.

Article 7

MEETINGS, NOTICES AND QUORUM

Section 7.1 The Annual Meeting of the Little Island Pond Association shall be held in the summer, the date and time to be set by the President. Two meetings of the Club shall be held during a year, preferably during summer months. At the Annual Meeting, an election of officers and members of elective committees, including the chairmen thereof, shall be held. Written notice of the annual meeting, containing a list of all active members nominated by the Nominating Committee for election to positions within this organization, shall be sent to each member by the Secretary at least 5 days prior to such meeting.

Section 7.2 Special Meetings may be called at any reasonable time by the President, or at any written request of twelve or more active members of the Club in good standing.

Section 7.3 A written notice of meetings of the Little Island Pond Association shall be sent by the Secretary to the last known address of each member at least five days before the date of the meeting.

Section 7.4 At any regular or special meeting, twelve active members, as determined by the record of the Little Island Pond Association shall constitute a quorum to act. Four members shall constitute a quorum of the Board of Directors.

Section 7.5 A quorum for any committee of more than two persons shall be a majority of its members.

Section 7.6 Voting at regular and special meetings shall be as follows:

7.6.1 Each individual active member present and in good standing in this organization shall have one vote on each question. There shall be no more than two votes cast per family by any active family members present and in good standing. However, if only one active family member is present at the taking of a vote, then that person shall cast only one vote.

7.6.2 Voting shall be by voice unless a poll is demanded by an active member duly qualified to vote, in which event votes shall be cast by a show of hands. Upon a motion supported by at least one-fifth of the active members present and voting, a roll call vote shall be held. The presiding officer may require that voting be by secret ballot if circumstances warrant.

7.6.3 The presiding officer shall vote only when necessary to decide a tie.

Article 8

ORDER OF BUSINESS AND RULES OF ORDER

Section 8.1 Unless otherwise provided by the active members or by the presiding officer at the outset of the meeting, the following order of business shall be observed at all meetings of the membership and the Executive Committee:

8.1.1 Invocation.

8.1.2 Pledge of Allegiance.

8.1.3 Approval of the minutes of the preceding meeting.

8.1.4 Reports of officers.

8.1.5 Reports of committees.

8.1.6 Communications.

8.1.7 Unfinished business.

8.1.8 Election of officers (if any to be elected).

8.1.9 New business.

8.1.10 Adjournment.

Section 8.2 Orderly parliamentary procedure shall govern at all meetings. All questions of procedure not otherwise covered herein shall be determined in accordance with the most current edition of Robert's Rules of Order Newly Revised.

Article 9

NOMINATIONS, ELECTIONS AND VOTING

Section 9.1 Candidates for office to be voted upon at the annual meeting may be nominated (1) by the Nominating committee as herein provided or (2) by petition in writing signed by at least five active members in good standing and filed with the secretary at least 15 days before the date of election.

Section 9.2 All nominees shall have their qualifications reviewed and approved before being elected to any office.

Section 9.3 If vacancies exist in the properly formulated slate of nominees at the time of election, they shall be filled by nominations from the floor duly made by active members.

Section 9.4 No active member shall be eligible for nomination without first signifying willingness and ability to serve if elected.

Section 9.5 At any election, each active member present and in good standing in this organization shall have one vote for each office to be filled. Voting shall be in the following manner:

9.5.1 Cumulative voting is prohibited. (Cumulative voting is described as when an individual member takes all the votes that he may cast in all elections, and compiles them to cast in favor of one candidate in one election).

9.5.2 Election to an uncontested office may be effected by a supported motion and a ballot cast and recorded by the secretary.

9.5.3 Election to a contested office shall be effected by secret ballot, unsigned and cast in person. Such elections shall be determined by a judge of election and not less than three tellers, all of whom shall be appointed by the President. The secret ballots shall be delivered to the judge of election and opened and inspected by the tellers, and the final results shall be tabulated and announced to the members before the close of the meeting.

9.5.4 Polls shall remain open for no more than one hour after the election is initiated as an order of business.

Article 10

MISCELLANEOUS

Section 10.1 Any person collecting moneys for any activity of this squadron shall be prepared at all times to make a full and complete accounting of the same to the President and to the Board of Directors.

Section 10.2 No officer or member shall contract any bills in the name of the Little Island Pond Association unless previously authorized by the Board of Directors or by the adopted budget.

Section 10.3 When any account authorized by the Board of Directors or by the adopted budget is closed, any excess funds therein and a complete accounting shall be promptly turned over to the treasurer.

Section 10.4 No person shall take advantage of membership status in order to achieve personal gain or remuneration.

Section 10.5 The organization fiscal (business) year shall be for 12 consecutive months beginning on 1 January and ending on December 31st of each year.

Section 10.6 All publications or notices of any nature issued by the Little Island Pond Association shall have the prior approval of the President or the Board of Directors before being sent to members or to the public.

Article 11

OFFICIAL PUBLICATION

Section 11.1 The official publication of the Little Island Pond Association shall be known as "The Ripple.", so-called because a ripple communicates across the water, and swells until its effects are seen.

Article 12

DISTRIBUTION OF ASSETS AFTER TERMINATION

Section 12.1 No member of the Little Island Pond Association shall have, as an individual, any interest in or title to the assets of the organization, and such assets shall be devoted exclusively to the purposes of the Little Island Pond Association.

Section 12.2 In the event of dissolution, all assets then belonging to the Little Island Pond Association shall be assigned to another organization which qualifies for tax exemption [under Section 501(c)(3)] of the Internal Revenue Code of 1986, as from time to time amended, and any rules and regulations promulgated thereunder, as selected by the Board of Directors.

Article 13

INDEMNIFICATION

Section 13.1 The Little Island Pond Association shall, to the extent legally permissible, indemnify each of its trustees, officers, overseers, employees, and agents (hereinafter collectively referred to as "officer") while in office and thereafter (and the heirs, executors, and administrators of such officer) against all expenses and liabilities which such officer may have reasonably incurred in connection with or arising out of any action or threatened action, suit, or proceeding in which he may be involved by reason of his being or having been an officer of the Little Island Pond Association. Such expenses and liabilities shall include, but not be limited to, judgments, court costs, and attorneys' fees and the cost of reasonable settlements approved by the board. No such indemnification shall be made in relation to matters as to which such officer shall be finally adjudged in any such action, suit or proceeding to have engaged in acts or omissions not in good faith, or in intentional misconduct, or to have derived an improper personal benefit.

Section 13.2 Indemnification hereunder may, in the discretion of the executive committee, include payment by the Little Island Pond Association of costs and expenses incurred in defending a civil or criminal action or proceeding, in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he shall be adjudicated not to be entitled to indemnification hereunder.

Section 13.3 The foregoing right of indemnification shall not be exclusive of other rights to which any such officer may be entitled as a matter of law.

Article 14

AMENDMENTS

Section 14.1 These bylaws may be amended or repealed by vote of the majority of members present at any Annual Meeting or Special Meeting of the Club, provided that: (1) a quorum is present; and (2) notice of the general character of the proposed amendment is mailed to each member five days prior to the such meeting.

Section 14.2 When proposed amendments are properly before any meeting for consideration, they may, before final action is taken thereon, be changed by a majority vote, provided the change is germane to the subject of the amendment under consideration.

Little Island Pond Association Approval

Adopted by the Membership

__________________________________ Date ______________2004

Secretary