BY LAWS

 

OF

 

EAST SHORE SCHROON LAKE ASSOCIATION, INC.

ARTICLE I   ORGANIZATION

1. The name of the organization shall be East Shore Schroon Lake Association, Inc., (hereinafter referred to as ESSLA or the corporation).

2.  The office of ESSLA will be located in the County of Warren, State of New York.

ARTICLE II   PURPOSES

1.  The corporation is organized exclusively for charitable, educational, and scientific purposes under Section 501(c) (3) of the IRS code or the corresponding section of any future federal tax code.

2.  The purposes for which the corporation is formed are as follows: To preserve, protect and improve the air, waters and lands of Schroon Lake and the Schroon River Region for present and future generations by:

Communicating with the residents of the Schroon Lake and Schroon River Region and the public in general, holding meetings and events, and providing a forum for learning and feedback on these issues.

Participating in an alliance of neighboring lake organizations to share information of general interest and to solicit and give support for common interests.

Participating in proceedings that occur within the three local towns (Horicon, Chester and Schroon) and with any county or state agencies as these proceedings may have an impact on Schroon Lake and the Schroon River Region.

Conducting informational, membership and fundraising meetings and activities to support the corporation and the general welfare of Schroon Lake and the Schroon River Region.

Participating in other activities and events consistent with and in support of the foregoing.

3.  ESSLA shall have the power to acquire funds via conducting events and collecting dues from the membership.

ARTICLE III   MEMBERSHIP

1.  Membership in this organization shall be open to any person who is concerned with the overall welfare of the Schroon Lake and River region.

2.  Any company, firm, or other form of business located within the Schroon Lake, Schroon River Region may become a member.  If membership is in the name of the company, firm, or business, then said company, firm, or business shall be considered as an individual member for all purposes.

3.  Voting privileges:  Each individual paid-up member is entitled to one (1) vote.  Each household paid–up membership is entitled to two (2) votes.  Interpretation of membership category is at the sole discretion of the Board of Directors.

ARTICLE IV   DUES

1.  Membership shall require the payment of annual dues of an amount to be set by the Board of Directors.

2.  The annual dues period shall be set at the discretion of the Board.

3.  The membership year shall be from the first day of January through and including the last day of December of each year.

4.  Members that are delinquent in payment of dues shall not have the right to vote or serve on the Board or committees during the period of delinquency.

ARTICLE V   MEETINGS

1.  There shall be at least one (1) annual meeting of ESSLA during each membership year.  The annual meeting shall be held during the period between June 1 and August 31.  The need for additional meetings along with the date(s) of said meetings will be at the discretion of the Board of Directors.

2.  Election of the Board of Directors, presentations of annual reports by committees and officers, and an accounting by the treasurer shall occur at the annual meeting.

3.  Notification of the date, location and time of meeting(s) shall either be posted on the ESSLA website, sent to all members via electronic mail or first class mail, or via any other reasonable method.

4.  Meeting will be held in the Schroon Lake, Schroon River area.

5.  Special meetings may be called from time-to-time as deemed necessary.  Said meetings may be called by the President or a majority of the Board of Directors to consider specific subjects and/or issues.

6.  Notification of special meetings shall be the same as for annual meeting(s).

7.  The annual meeting and any special meeting(s) shall require a quorum for the meeting to be called to order and for business to be transacted.  Those present shall constitute a quorum

ARTICLE VI   ORDER OF BUSINESS FOR MEETINGS

1. Member sign-in.

2. Approval of the Minutes of the preceding meeting.

3. Presentation and approval of the Treasurer’s Report.

4. Reports of Committees.

5. Reports of Officers.

6. Old and Unfinished Business.

7. New Business.

8. Adjournment.

ARTICLE VII   BOARD OF DIRECTORS

1.  The general management of the affairs of ESSLA shall be vested in a Board of Directors.  The Board of Directors shall have control of the property of the organization and shall determine its policies with the advice of its various committees.  It shall have power to authorize expenditures and take all necessary and proper steps to carry out the purposes of the organization and to promote its best interest.

2.  There shall be at least five (5), but no more than fifteen (15), seats on the Board of Directors, including Officers.  The number shall be initially set at eleven (11), but may be changed by the Board from time to time as outlined in Article X below.

3.  The Membership shall elect all Directors.  Interim vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining members of the Board for the balance of the term.

4.  The term of office for a Board member shall be three (3) years.  One-third of the Board members shall be selected every three years.  The existing Board will determine the tenure of new Board members for the purpose of preserving the one-third membership cycle.   Suggested term of service for Directors shall be two (2) consecutive terms.

5.  A quorum shall be required for the legal and proper conduct of the business of the Board of Directors.  A majority of the total number of members of the Board of Directors then in existence shall constitute a quorum for the transaction of any business.  When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any member.

6.  Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or committee consent in writing to the adoption of a resolution authorizing the action.  The resolution and the written consents thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee.  Any one or more members of the Board or any committee thereof may participate in a meeting by means of telephone or similar communications.  Participation by such means shall constitute presence in person at a meeting.

7.  The Board of Directors may make such rules and regulations covering its meetings as it may, in its discretion, determine to be necessary.

ARTICLE VIII    OFFICERS

1.  The Board of Directors shall by majority vote, elect a President, Vice President, Secretary and Treasurer, and such other Officers as it may determine, who shall be given such duties, powers and functions as hereinafter provided.  Officers shall be members of the

Board of Directors and shall be elected to hold office for one (1) year from the date of election.   Suggested service periods for officers shall be for two or three consecutive years.

2.  The President shall preside at all membership meetings and all Board meetings.

He/She shall by virtue of his/her office be Chairman of the Board of Directors

He/She shall have such powers as may be reasonably construed as belonging to the chief

executive of any organization.

3.  The Vice President shall in the event of the absence or inability of the President to exercise his/her office become acting president of the organization with all the rights, privileges and powers as if he/she had been the duly elected president.

4.  The Secretary shall keep the minutes and records of the organization in appropriate books.

She/He shall attend to all correspondence of the organization and shall exercise all duties

incident to the office of Secretary.

5.  The Treasurer shall have the care and custody of all monies belonging to the organization and shall be solely responsible for such monies or securities of the organization.   All monies must be deposited in the corporation’s checking and/or savings account on a regular basis.  All transactions must be conducted through the checking account which will provide a complete audit trail.  The establishment of a petty cash fund is not allowed.  He/She shall render at stated periods as the Board of Directors shall determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Directors of such meeting.  He/She shall exercise all duties incident to the office of Treasurer.

ARTICLE IX   COMMITTEES

All committees of this organization shall be appointed by the Board of Directors and their term of office shall be at the discretion of the Board.

ATRICLE X   AMENDMENTS

These by laws may be altered, amended, or changed, or new by laws may be adopted at any Annual or special Membership Meeting of ESSLA, by majority vote.  In the event an interim change to the by laws is proposed by a sitting Board, a two-thirds vote of the Board of Directors will be required whenever, in their judgment, they may consider such changes to the by laws to be beneficial to the operations of ESSLA or in order to change the number of Directors.  Further, any such changes to the by laws by the Board of Directors will be subject to ratification by the membership at the next Annual or Special Membership Meeting.

Adopted at the initial organizational meeting of the three incorporators held on May 13, 2010, and ratified, confirmed and approved by the Board of Directors in a unanimous written consent signed as of May 27, 2010.

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