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By-Laws of the Lake Oscawna Civic Association, Inc

2006 By-Laws Of the Lake Oscawana Civic Association, Inc.
A Not-for-Profit Corporation

 

ARTICLE I. Goals

Section 1. Goals. The Corporation shall promote the welfare, social and civic interests of Lake Oscawana residents and homeowners in the Town of Putnam Valley, New York and shall work to advance the water quality of Lake Oscawana as a natural asset in the Community; the Corporation shall also increase awareness of the issues and concerns which affect said residents and homeowners through education and information activities.

ARTICLE II. Membership

Section 1. Members. The eligible membership of the Corporation shall consist of those persons who own property in the vicinity of Lake Oscawana and pay special Town of Putnam Valley taxes to the Lake Oscawana Aquatic Plant Growth Control District. A partnership or a corporation that owns property in the District may also become a LOCA member. An officer or partner may represent a partnership or corporation at any meeting. Renters of property in the District may also become LOCA members for so long as they continue to rent property within the Lake Oscawana Aquatic Plant Growth Control District. Other interested parties may also become members with approval of the Board of Directors.

ARTICLE III. Dues

Section 1. Annual Dues. All applications by individual persons or households for membership shall be accompanied by dues in such amount as the Board shall determine from time to time. Such dues shall become the property of the Corporation in the event the applicant is accepted. In the event the applicant is not accepted the dues shall be returned to the applicant

Section 2. Fiscal Year. Membership in LOCA shall be on an annual basis and shall commence on July 1st of each year and terminate on June 30th of the ensuing year. The annual dues shall be payable by all members on or before July 15th of each year. All dues may be mailed to LOCA's Post Office Box or may be paid to the Treasurer. Only members whose dues have been paid by the date of the Annual Meeting in August may vote at said meeting.

ARTICLE IV. General and Special Membership Meetings

Section 1. General Meetings and Notices. There shall be two general membership meetings each year. The first one shall occur on a Saturday or Sunday in the month of June. The second general meeting is the Annual Meeting of the members of the Corporation. The Annual Meeting shall be held on a Saturday or Sunday in the month of of August of each year. Notice of the time and place of either general membership meeting shall be emailed or mailed to each member at least ten (10) calendar days previous thereto. Notices of all general meetings shall also be posted on LOCA's website, which is currently www.lakeoscawana.org.

Section 2. Special Meetings. Special meetings of members may be called by the President at any time and must be called by the President or Secretary upon request of ten (10) members to such officer made in writing. Notice of the meeting shall be emailed or mailed to each member at least ten (10) calendar days previous to the meeting. Notices of all special meetings shall also be posted on LOCA's website, www.lakeoscawana.org. At such special meeting there shall only be considered such business as is specified in the notice of the meeting.

Section 3. Quorum. At all meetings of the Corporation, either regular or special, a presence of fifteen percent (15%) of all members/member households in good standing shall constitute a quorum. If a quorum is not present, the President/Vice President or other presiding officer may adjourn the meeting to a day and hour fixed by the presiding officer.

Section 4. Voting. Each member shall be entitled to a single vote. Each partnership or corporation shall be entitled to one vote. Proxy voting will not be permitted.

ARTICLE V. Directors and Officers

Section 1. Number of Directors The affairs, activities and concerns of the Corporation shall be vested in a Board of Directors, consisting of not less that five (5) nor more than fifteen (15) Directors. All Directors must be members in good standing of the Corporation prior to being elected to the Board and throughout their service on the Board. The members of the Board shall, upon election, immediately enter upon the performance of their duties and shall, except in cases of resignation, death or removal, continue in office until their successors shall be duly elected and qualified.

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Section 2. Officers. The Officers of this Corporation shall be a President, a Vice President, a Secretary, and a Treasurer. The Board of Directors may also appoint an Assistant Secretary and/or an Assistant Treasurer. Any Officer must be a LOCA member in good standing, but does not have to be a member of the Board of Directors. The incumbent President or presiding officer shall nominate candidates for all officer positions but following receipt of these nominations, other nominations may be made by any member of the Board of Directors. The Board of Directors shall elect all Officers for a term of one (1) year (from Annual meeting to Annual meeting). An Officer shall have been elected if said Officer shall receive a vote of one more than one half of the members of the Board.

Section 3. Election of Directors and Term. Directors shall be divided into three (3) classes, each to serve a term of three years. A director whose term is expiring is eligible for reelection.

Section 4. Duties of Directors. The Board of Directors may: (1) hold meetings at such times and places as it deems proper; (2) admit members and revoke membership but only by secret ballot in which 75% of the Directors concur; (3) appoint committees on particular subjects from the members of the Board, or from other members of the Corporation; (4) audit bills and disburse the funds of the Corporation; (5) print and circulate documents and publish articles; (6) carry on correspondence and communicate with other associations, agencies and organizations; (7) employ professionals or consultants; and, (8) devise and carry into execution such other measures as it may deem proper and expedient to promote the objects of the Corporation and to best protect the interests and welfare of the members.

Section 5. Board Meetings. Robert's Rules of Order Newly Revised shall govern the conduct of the meetings except wherein conflict with these By-laws. Meetings of the Board of Directors shall be called by the President whenever in the President's judgment it may be deemed necessary, or by the Secretary upon the written request of any five (5) members of the Board of Directors. Board meetings may also be held via telephone, video or web conference call.

Section 6. Quorum. The presence of one-third plus one member of the Board of Directors at a meeting shall constitute a quorum for the transaction of business. In the absence of the President and Vice-President, the quorum present may choose a presiding officer for the meeting. If a quorum is not present, actions taken are not binding on the Board.

Section 7. Absence. Should any member of the Board of Directors be absent from three (3) consecutive meetings of the Board without communicating with the President or Secretary stating their reason for so doing, or if the stated excuse should not be accepted by the members of the Board, such member's seat on the Board may be declared vacant, and the President may forthwith proceed to fill the vacancy, subject to the approval of the Board as set forth in Section 8 of this Article.

Section 8. Vacancies. Whenever any vacancy occurs in the Board of Directors by death, resignation, or otherwise, the President shall proceed to nominate a new Board member(s) to fill the vacancy (s) subject to a majority vote of the members of the Board of Directors at a regular meeting, or at a meeting specially called for that purpose. The person(s) so chosen shall hold office until the next Annual Meeting.

Section 9. Removal of Directors. Any one or more of the Directors may be removed either with or without cause, at any time, by a vote of fifty one percent (51%) of the entire LOCA membership present at a special meeting called for that purpose.

Section 10. Compensation of Officers. The Officers and Board members shall receive no salary or compensation except for reimbursement of actual expenses expended from their own funds on behalf of the Corporation when duly authorized.

Article VI. Duties of Officers

Section 1. Duties of the President. The President shall preside at the meetings of the Corporation and of the Board of Directors, and shall be member ex-officio, with right to vote, of all committees except the Nominating Committee. The President shall also, at the Annual Meeting of the Corporation and such other times as the President deems proper, communicate to the Corporation or to the Board of Directors such matters and make such suggestions as may in the President's opinion promote the prosperity and welfare of the Corporation and shall perform such other duties as are necessarily incident to the office of the President. The President shall prepare the agendas for all Board and general meetings. The President is authorized to speak on behalf of the Board at public meetings provided the Board of Directors has approved the subject matter. If the President is unavailable, he or she may designate another officer or member of the Board to speak on LOCA's behalf.

Section 2. Duties of the Vice-President. In case of the death or absence of the President, or the President's inability from any cause to act, the Vice-President shall perform the duties of the President and the President's office. . In addition, the Vice President shall perform such tasks as are delegated to the Vice President by the President.

Section 3. Duties of the Secretary and Assistant Secretary (if appointed). It shall be the duty of the Secretary, and Assistant Secretary (if appointed), to attend all meetings of the Corporation, the Board of Directors and the Executive Committee and keep a record of other doings and receive reports from all committees. The Secretary shallconduct all correspondence and carry into execution all orders, votes, and resolutions not otherwise committed, shallfurnish the President with a copy of all minutes, shall prepare, under the direction of the Board of Directors,, an annual report of the transactions and condition of the Corporation for the previous year, shall make such filings as may be required from time to time, by law, and shall generally devotebest efforts to forwarding the business and advancing the interests of the Corporation. In case of the absence or disability of the Secretary an Acting or Assistant Secretary shall perform all of the duties of the Secretary. The Secretary shall be the keeper of the Corporation's Seal.

Section 4. Duties of the Treasurer and Assistant Treasurer (if appointed). It shall be the duty of the Treasurer to collect the annual dues/fees and contributions and maintain a list of the members of the Corporation. The Treasurer and Assistant Treasurer shall keep an account of all moneys received and expended for the use of the Corporation and shall make disbursements only upon approval by the Board of Directors. The Treasurer shall deposit all sums received in a bank, or banks, or other financial institutions approved by the Board of Directors. In any event, no corporate funds may be invested in the stocks of individual companies. The Treasurer shall make a report at the Annual Meeting or when called upon by the President at Board meetings throughout the year. Funds/checks may be drawn only upon the signatures of the Treasurer or Assistant Treasurer and the President, or in the President's absence, the Vice President.

The funds, books and vouchers in the Treasurer's hands shall at all times be under the supervision of the Board of Directors and subject to its inspection and control. At the expiration of the Treasurer's term of office, the Treasurer shall deliver over to the successor Treasurer-elect all books, moneys and other property, or, in the absence of the Treasurer-elect, to the President. In case of the absence or disability of the Treasurer, the Assistant Treasurer may be asked to serve all of the Treasurer's functions. In addition, the Assistant Treasurer shall perform such tasks as are delegated to the Assistant Treasurer by the Treasurer.

Section 5. Bond for Treasurer If the Board so determines, a bond or surety shall be obtained by LOCA, at its expense, to cover the faithful discharge of the responsibilities and activities of the Treasurer.

Section 6. Simultaneous Offices. The same person may hold the office of the Secretary and Treasurer or the office of Assistant Secretary and Assistant Treasurer. However, the same person may not occupy the office of Treasurer and Assistant Treasurer or Secretary and Assistant Secretary simultaneously, nor may the President or Vice-President hold any other office.

ARTICLE VII. Board Member Nominating/ Election Process

Section 1. Nominating Committee. Prior to the August Annual Meeting, the President shall appoint a Nominating Committee of at least three (3) members, one of whom may be a member of the Board whose term is not expiring, whose duty it shall be to nominate candidates for Directors to be elected at the next annual election. The Nominating Committee shall seek out qualified individuals to be nominees for the Board of Directors and shall request information from all nominees about their interest in the activities of LOCA, Lake Oscawana, any particular areas of expertise and personal/professional background. All such information on each nominee shall be available at any time to any member requesting it in writing from the Chair of the Nominating Committee or the Secretary. The Nominating Committee shall notify the President and Secretary in writing at least fifteen (15) calendar days before the date of the Annual Meeting of the names of all nominees for the Board of Directors. The Secretary will cause the names of all those persons proposed by the Nominating Committee to be posted on LOCA's web site at least ten (10) calendar days prior to the Annual Meeting.

Section 2. Independent Nominations. Nominations for Directors may also be made in the form of a petition with the names of not less than fifteen (15) members of the Corporation. Said independent nominating petition must be forwarded to the Secretary at least ten (10) calendar days prior to the Annual Meeting of the Corporation for immediate transmittal by the Secretary to the Nominating Committee members. If the LOCA member nominated through the independent process is not recommended by the Nominating Committee a secret vote using paper ballots will then be held at the Annual Meeting. No nominations are permitted from the floor at the Annual Meeting.

ARTICLE VIII. Other Committees

Section 1. Executive Committee. The Board may appoint an Executive Committee (consisting of the four Corporate Officers) and an Assistant Secretary and Assistant Treasurer which shall act in place of the Board when it is not feasible to call a meeting of the Board. A majority of the members of the Executive Committee shall constitute a quorum. All decisions or actions taken by the Executive Committee shall be placed on the agenda of the next ensuing meeting of the full Board of Directors for ratification. The President or the Vice President in the absence of the President shall chair Executive Committee meetings.

Section 2. Other Committees. The President may, at any time, appoint committees on any subject. Committee members may be Board members, LOCA members or non-LOCA members whose expertise may be useful to the committee.

Section 3. Committee Vacancies. The various committees shall have the power to make recommendations to the President to fill vacancies in their membership.

ARTICLE IX. Seal

Section 1. Seal. The Seal of the Corporation shall be the one adopted on July 14, 1985. [Seal]

ARTICLE X. Amendments

Section 1. Amendments. These By-laws may be amended, repealed, or altered in whole or in part by a vote of two-thirds (2/3) of the members of the Corporation present at any general or special meeting of the Corporation. The proposed change shall be emailed/ mailed to the last recorded address of each member at least ten (10) calendar days before the date of the meeting called to consider said change.