FRIENDS LAKE PROPERTY OWNERS’ ASSOCIATION, INC.
ARTICLE 1 – NAME, AUTHORITY AND PURPOSES
Section 1
The organization shall be known as the Friends Lake Property Owners’ Association, Inc., hereafter known as “the Association” located in the Town of Chester, Warren County, New York.
Section 2
The Association was incorporated in New York State on July 15, 1954 as a domestic Not-for-Profit Corporation. In July, 1988, the Association was granted not-for-profit status under Sections 501 (c) (3), 509 (a) (1) and 170 (b) (1) (A) (vi) of the Internal Revenue Code.
Section 3
The Association’s purposes are, but not limited to, the following:
To improve, maintain, monitor and protect the ecology and quality of life on and around Friends Lake.
- To support responsible development of land around Friends Lake.
- To promote the activities of boating, fishing, swimming and other recreational activities.
- To actively observe the drafting, enforcement and interpretation of laws and regulations regarding the ecology and the quality of life on and around the Lake
- To maintain the earthen dam to control the lake water.
ARTICLE 2 – MEMBERSHIP, DUES AND MEETINGS
Section 1
The membership shall be composed of property owners, right-of-way owners or others interested in the welfare of Friends Lake. Membership is granted to all named dues paying property deed owners in good standing. However, voting in the Association is limited to one owner individual regardless of the number of properties owned. The Association will recognize one person to represent each Membership declared as the Member of Record. The Member of Record will be the single formal contact between the Membership and the Association.
The Member of Record will be registered with the Association:
- Name
- Lake mailing address
- Primary residence mailing address
- Telephone number
- Email address
Section 2
To be a member of the Association in good standing, a member must have paid dues and assessments for the current calendar year to the Association. The failure to keep dues and/or assessment(s) current shall result in the suspension of all membership privileges. The amount of dues and/or assessment(s) shall be proposed by the Board at the annual meeting. The failure to fix an amount of dues for the coming year will automatically cause the dues for the prior year to continue until such amount is changed.
Section 3
The annual meeting of the Association shall be held each year on the first Saturday after the Fourth of July when feasible as determined by the Board. The date, location and time for the annual meeting shall be set by the Board. Where feasible and appropriate, email, audio or audio-visual methods of communications for Meetings can be used in lieu of physical Meetings. Requirements for notices and quorums, etc. will apply the same as meetings in which members are physically present. This information along with a draft agenda shall be communicated to the membership no less than fifteen (15) days prior to the date of the annual meeting.
Section 4
Special meetings of the Association shall be called by a simple majority vote of the Board or by fifty (50) Association members in good standing stating the specific purpose(s) for the meeting in writing. The written petition shall be delivered to the President or the Vice-President if the President is unavailable for two (2) consecutive weeks. The President or Vice-President shall then convene a meeting as expeditiously as possible at a time set by the Board. When a notice for a special meeting of the Association has been issued, the date, location, time and specific purpose(s) for the meeting shall be communicated to the membership. No other business other than that which is specifically stated in the petition shall be conducted at the special meeting.
Section 5
A quorum for the transaction of business at an annual or special meeting shall be fixed at no fewer than fifty (50) voting members.
Section 6
The order of business for the annual meeting of the Association shall be:
- Determination of a quorum
- Approval of previous minutes
- Approval of financial statements
- President’s report
- Standing committee reports
- Ad hoc committee reports
- Old/unfinished business
- New business
- Election of officers and directors
- Adjournment
- The order of business may be changed at any time by the presiding officer.
ARTICLE 3 – VOTING
Section 1
Each party described in Article 2; Section 1 shall be entitled to one (1) vote per issue.
Section 2
Voting shall be by voice, division (show of hands) or by secret ballot. A secret ballot must be called for before voting begins on any voting issue.
Section 3
There shall be no proxy voting allowed on any issue at any time of any meeting of the Association including standing and/or ad hoc committee meetings.
Section 4
A simple majority vote of those present at any meeting of the Association including standing and/or ad hoc committee meetings is needed to pass a properly presented resolution. When appropriate and necessary Electronic Voting may be substituted for any vote at a Meeting on any question put to the Board, Committee members or FLPOA Members. The Email address will be used by the Association to provide the unique data key of identification of the Membership. Where an email address is not used by the Member of Record an exception will be managed by the Association Secretary. Only the Member of Record or authorized Proxy will be authorized to Vote on matters submitted to the Memberships for Vote.
ARTICLE 4 – OFFICERS
Section 1
The officers of the Association shall be a President, Vice-President, Secretary and Treasurer and any other officer the Board deems necessary. No person shall hold more than one (1) office concurrently and all officers shall serve without compensation; however, he/she may be reimbursed for expenses actually incurred in the performance of his/ her duties as an officer.
Section 2
Each officer shall be elected at the Association’s annual meeting for a term of three (3) years and shall serve for no more than two (2) three (3) year terms until a successor is elected. The Treasurer shall take office within one month of being elected and shall serve for no more than two (2) consecutive three (3) year terms.
Section 3
When more than one (1) candidate is vying for a particular position, the candidate who obtains the greatest number of votes cast will be declared the winner.
Section 4
The vacancy of any office (except for the Presidency, see Article 4, Section 9) shall be filled by appointment by the Board within sixty (60) days of such vacancy. The appointment shall be by simple majority vote of the Board at a meeting at which a quorum is present. The person appointed shall serve until the next annual meeting at which time an election will be held to fill the remainder of the term. An office shall be deemed vacated when the officer dies, resigns or is no longer a member in good standing of the Association.
Section 5
Any officer may be removed from office at any annual or specially called meeting of the Association by a seventy-five percent (75%) vote of those members in good standing who are present. A quorum must be present at the meeting during which a vote is taken.
Section 6
The President shall preside at meetings of the Association and of the Board of Directors. The President may appoint a parliamentarian of his/her own choosing. The President shall appoint the chairperson of the Association’s standing and ad hoc committees with the approval of the Board except for the nominating committee. The President shall be authorized to sign all official documents on behalf of the Association unless the execution and signing is expressly delegated by the Board to some other officer or by these by-laws. The President shall prepare and distribute an agenda over which he/she will preside. The agenda shall be distributed at least five (5) work days (Monday thru Friday) before the meeting when practicable except where these by-laws indicate differently. The President shall exercise the powers as authorized by these by-laws, the Board and as customarily attributed to this office.
Section 7
The Vice-President shall perform the duties of the Presidency in the absence of the President or in the event the President is unable or refuses to act. The Vice-President shall succeed to the office of President until the next annual meeting if the office of the Presidency becomes vacant. The Vice-President shall perform duties from time to time that may be assigned to him/her by the President, the Board and as authorized by these by-laws and as customarily attributed to this office.
Section 8
The Secretary shall be the custodian of the official records of the Association, the Board and all standing and ad hoc committees. The Secretary shall record the minutes of all meetings of the Association, the Board and Board of Directors and shall distribute copies of these minutes for review to the Board within two (2) weeks of the meeting. The Secretary shall distribute copies of the minutes for their approval within two (2) weeks of the next subsequent meeting of the Association and the Board. The Secretary shall maintain a permanent file of all minutes of the Association and shall transfer all files to his/her successor. In addition to the written record maintained in the Permanent File, the Secretary will ensure the annual minutes and the periodic newsletters are appropriately posted on the association’s website in conjunction with the Technology Committee. The official records shall consist of, but not limited to, minutes of the annual meeting, all Board meetings. The Secretary shall perform duties from time to time that may be assigned to him/her by the President and the Board as authorized by these by-laws and as customarily attributed to this office.
Section 11
The Treasurer shall be the custodian of all funds and monies of the Association. The Treasurer shall distribute written financial reports for the preceding fiscal year for their approval at the annual meeting. The Treasurer shall arrange with the approval of the Board of Directors for an annual financial review of the books and records of the Association to be distributed in writing at the annual meeting. The Treasurer shall be responsible for investing any excess funds not needed for the day-to-day operations of the Association. Such investments shall be restricted to FDIC insured certificates of deposit. The Treasurer shall maintain an accurate and up to date record of all members of the Association in good standing and those who have received honorary membership. The Treasurer shall collect all funds and monies due the Association and disburse such funds and monies in a timely manner after receiving proper documentation. All funds and monies received shall be deposited intact in a timely manner with any financial institution authorized by the Board. The Treasurer shall transfer all books, records and other financial documents to his/her successor. The Treasurer shall perform duties from time to time that may be assigned to him/her by the President and the Board as authorized by these by-laws and as customarily attributed to this office.
ARTICLE 5 – BOARD OF DIRECTORS
Section 1
The Board of Directors, herein known as the Board, shall be composed of eleven (11) members in good standing consisting of the President, Vice-President, Secretary, Treasurer, seven (7) directors elected from the general membership of the Association at its annual meeting.
Directors elected shall take office immediately and shall serve for no more than two (2) consecutive three (3) year terms or until his/her successor is elected. , however; he/she may be reimbursed for expenses actually incurred in the performance of his/ her duties as a director.
Section 2
The nomination committee shall prepare a slate of potential candidates thirty (30) days prior to the annual meeting. In addition, a newsletter sent to all association members thirty (30) days prior to the annual meeting, will announce board vacancies soliciting any additional nominees. The nomination committee chairperson will publish the list of candidates with their resumes in a newsletter fifteen (15) days prior to the meeting. At the annual meeting the membership will vote on the presented candidates.
When two board candidates, members in good standing and approved by the nominating committee are vying for a particular position, the candidate who obtains the greatest number of votes cast will be declared the winner. When there are three or more candidates vying for a particular position, the candidate who wins must obtain at least fifty percent (50%) of the total votes cast for the office for which the candidate has been nominated. If none of the three or more candidates receive the required fifty percent (50%), the two (2) candidates with the most votes will have a run-off election to determine the winner.
Section 3
The Board shall act as fiduciaries of the membership and be entrusted to administer the affairs, business, concerns and property of the Association in an open and transparent manner with opportunities for membership input and participation while abiding by all applicable laws and regulations that govern the Association.
Section 4
The vacancy of any directorship shall be filled by appointment by the Board within sixty (60) days of such vacancy. The appointment shall be by simple majority vote of the Board only when quorum is present. The person appointed shall serve until the next annual meeting at which time a person shall be elected to fill the remainder of the term.
Section 5
Any director may be removed from office at any specially called meeting of the Association by a seventy-five percent (75%) vote of members in good standing present at the meeting. A quorum must be present at the meeting at which a vote is taken.
Section 6
The Board shall meet at least once between annual meetings of the Association, at the request of the President or by written request to the President by at least six (6) Board members. All requests must clearly state the reason(s) for the meeting. The President shall convene any requested Board meeting no sooner than one (1) week nor longer than three (3) weeks when seasonally practicable from the time the request for a meeting has been communicated.
Section 7
A quorum for the transaction of any business at a Board meeting shall be at least six (6) members of the Board in good standing of which two (2) must be officers of the Association. A simple majority of those present is needed to act on any motions properly presented. There shall be no proxy voting allowed on any issue brought before the Board.
Section 8
The Board shall be authorized to spend up to five thousand ($5,000.00) dollars for any one project without prior approval of the Association’s general membership. Notification of each expenditure must be made known to the general membership at the Association’s annual meeting. The disbursement shall be at the discretion of the Board with particular concern for the interest of the Association or safety of its members.
ARTICLE 6 – STANDING AND AD HOC COMMITTEES
Section 1
The President shall appoint (except for the nominating committee) from the general membership members to the following standing committees and ad hoc committees with the approval of the Board of Directors:
- Dam – Inspect and maintain the earthen dam. The committee shall manage the proper level of water in Friends Lake.
- Ecology – Provide and distribute information relative to the ecology and quality of Friends Lake and arrange for comprehensive testing as needed.
- Nominating – Procedures shall be determined by the Board for the nomination of officers and directors and to solicit new members and to encourage former members to rejoin the Association.
- Social – Organize social events to foster goodwill among our members.
- Technology – support various technology functions including the FLPOA website, email lists and subsequent email postings, Facebook site, maintenance of the Master Membership Database and other related activities.
- Zoning – Monitor the actions of the State and local planning and zoning boards. Attend meetings at which variances affecting the Association are viewed.
Section 2
The President shall appoint the chairperson of the Association’s standing and ad hoc committees with the approval of the Board. The chairperson will determine the number of committee members. Each committee shall meet at least once between annual meetings of the Association. A simple majority vote of those present will be needed to approve a motion properly presented. No proxy voting will be allowed. The President shall be an ex-officio (non-voting) member of all standing and ad hoc committees except for the nominating committee. All committees shall deliver a report at each annual meeting. A copy of the report shall be included in the Annual Minutes. All standing and ad hoc committees may invite non-association members on an ex-officio (non-voting) basis to join the committee for their expertise.
ARTICLE 7 – LIABILITY OF MEMBERS
The Association shall defend, hold harmless and indemnify any and all members of the Association from any and all claims, demands, expenses and/or liabilities arising from actions or omissions by virtue of his/her position with the Association to the fullest extent permitted by the Not-for-Profit Corporation Law (N-PCL) of the State of New York while in the performance of his/her duties for the Association.
ARTICLE 8 – CONFLICT OF INTEREST
Section 1
A conflict of interest is defined as an actual or perceived interest by a Board member, officer and/or any standing or ad hoc committee member in an action that results in or has the appearance of resulting in personal, organizational, financial and/or professional gain. If there is uncertainty as to whether a situation will give rise to an appearance of a conflict of interest, the situation shall be resolved in favor of disclosure.
Section 2
A conflict of interest exists when a matter to be acted upon by a Board member, officer and/or any and all standing or ad hoc committee member confers a personal, organizational, financial and/or professional gain to any member of the Association, his/her immediate family member or business or agency from which that person derives an income or has authority in governance. That member shall abstain from voting or attempting to influence the vote on any matter before the Association that places him/her in a conflict-of-interest position.
ARTICLE 9 – HARASSMENT
Potential conflict of interest situations shall be communicated to any Board member for further examination. If it is determined by the Board that there is reasonable cause that an actual or potential conflict of interest exists, the member(s) involved shall be allowed to explain his/her situation. If it is determined by the Board after listening to the explanation that the failure to disclose an actual or potential conflict is present, an appropriate resolution shall be determined by the Board.
Section 3
Harassment of any kind is not productive and will not be tolerated by the Association. Any person subject to these by-laws who is subjected to abusive and/or demeaning language relative to age, gender, race, religion, sexual orientation, suggestive language or actions is encouraged to report it immediately to the President. If the allegation involves the President, the report shall go to the Vice-President. Any person who is aware of such activity should report the activity immediately to the President or if the action involves the President to the Vice-President.
ARTICLE 10 – CIVILITY POLICY
The Association is dedicated to high standards of civility and decency. All persons subject to these by-laws will express opinions in an atmosphere free of demeaning and/or abusive language or actions.
ARTICLE 11 – CONSTRUCTION CLAUSE
If there is any conflict between the Association’s certificate of incorporation and these by-laws, the certificate of incorporation shall govern.
ARTICLE 12 – PARLIAMENTARY AUTHORITY
All annual, special and standing or ad hoc committee meetings of the Association not covered by these by-laws shall be governed by Robert’s Rule of Order, latest revised edition.
ARTICLE 13 – NON-INUREMENT
No part of the Association’s annual or accumulated net income or surplus shall be paid as a dividend or other distribution for the benefit of any person, business and/or not-for-profit organization.
ARTICLE 14 – RESTRICTIVE LEGISLATION
No substantial part of the activities of the Association shall carry on propaganda or otherwise attempt to influence legislation (except as provided by Section 501 (h) of the Internal Revenue Code) or intervene in (including the publishing or distribution of statements) any political campaigning on behalf of any candidate for public office.
ARTICLE 15 – AMENDMENT OF BYLAWS
Section 1
The process of amending or replacing Bylaws requires that a Committee be established by the President for the purpose of creating a proposal to the Members. The President will designate a Committee Chair to administer the activity of the Committee. All Board Members will be eligible and invited to participate. The Committee will formulate proposals for Amendments or Article Replacements. These by-laws may be altered, amended and/or replaced by a two-thirds (2/3) affirmative vote by the Association’s membership in good standing at any annual or special meeting of the Association at which a quorum is present. Proxy voting is not allowed to establish a quorum and/or to amend or ratify these by-laws.
Section 2
The vote on the motion to amend and/or ratify these by-laws can only be taken after the exact proposed change(s) are presented in writing in the agenda of the meeting at which the change(s) is to be considered. The agenda must be distributed to the full membership no less than thirty (30) days prior to the meeting and any change shall take effect immediately if approved. No change(s) can be enacted that shall change or shall be deemed contrary to any applicable Federal laws, New York State laws and/or municipal laws.
ARTICLE 16 – DISSOLUTION
Section 1
The Association can be dissolved by a seventy-five percent (75%) affirmative vote by the Association’s membership in good standing at any annual or special meeting of the Association where a quorum is present. Proxy voting is not allowed to establish a quorum and/or to vote to dissolve this Association.
Section 2
The motion to dissolve this Association can only be introduced after the exact plan for dissolution is presented in writing in the agenda of the meeting at which such a vote is to be considered. The agenda must be distributed to the full membership no less than thirty (30) days prior to such a meeting. It shall be the Board of the Association that oversees the dissolution until all assets have been disposed of or distributed, all expenses and liabilities have been paid and all other accounting and legal matters have been accomplished including but not limited to all formal documents filed with the appropriate Federal, New York State and municipal agencies.
Dates of Amendment
- Amended: May 30, 1975
- Amended: July 10, 1976
- Amended: August 22, 1987
- Amended and passed by affirmative vote of a properly presented resolution by the general membership on July 5, 2008.
- Amended: July 10, 2021