BY-LAWS OF GREAT EAST LAKE IMPROVEMENT ASSOCIATION
As amended July 2016
ARTICLE I – Name
The name of this corporation shall be Great East Lake Improvement Association.
ARTICLE II – Purpose
The purpose of this Association shall be (1) to perform all acts appropriate to a non-profit scientific, literary and educational corporation dedicated to the promotion and development of environmental quality standards; and (2) to preserve, enhance and protect the advantages of Great East Lake and its environs.
ARTICLE III – Membership
A. The members of the Corporation shall consist of all who subscribe to its purposes and pay dues by the date of the annual meeting, in their appropriate membership category, such categories to be determined by the Board of Directors. A membership shall include no more than two adults residing in the same domicile and any of their dependents residing with them.
B. Each Adult included in a membership unit shall be entitled to vote in person at any membership meeting.
ARTICLE IV – Dues and Assessments
A. The Board of Directors shall have the power to set the amount of the annual dues.
B. Special assessments may be levied by a simple majority vote of the members present at any annual or special meeting of the membership.
ARTICLE V – Officers and Directors
A. Officers and Directors. The officers of the Corporation shall consist of a President, a Vice-President, a Treasurer and a Secretary, all of whom own property on, or deeded access to, Great East Lake. The Board of Directors shall consist of the officers, the most recent past-president, and no fewer than five and no more than twenty other members. No person may serve as officer or director unless he or she is a member of the Corporation as described in Article III.
B. Election. All officers and directors shall be elected by the members of the Corporation at its annual meeting and shall hold office for the terms stipulated hereinafter.
C. Vacancy. Any vacancy may be filled by the Board of Directors until the next annual meeting, and between annual meetings the Board may elect additional directors, not to exceed the maximum herein prescribed, to serve until the next annual meeting.
D. Removal. Any officer or director may be removed from office by vote of the Board of Directors if his or her membership dues remain unpaid three months after dues notice or if such officer or director fails to attend, without reasonable justification, more than 50% of the Directors Meetings called during the prior year in accordance with these By-Laws, or fails to uphold the purposes of the corporation.
E. Term. (1)The President and Vice-President shall hold office for a term of two years and shall not server more than one consecutive term in that capacity except if elected by the members of the corporation after nomination for one additional term which has been approved by two-thirds of the directors prior to the annual meeting. Reasonable effort shall be made to ensure that the office of the President shall be filled by a Property Owner from Acton, Maine, and a Property Owner from Wakefield, New Hampshire, on an alternating basis to the extent that it is practicable, and to elect a Vice-President who is a property owner in the town not represented by President. Property Owner is herein defined as an individual owning property, the spouse or child of an individual owning property, the trustee or beneficiary of a trust owning property, or the spouse or child of the trustee or beneficiary of a trust owning property.
(2) The Treasurer and Secretary shall hold office for a term of two years and shall not serve for more than two consecutive terms with the same conditions controlling further service set forth herein for the President and Vice-President.
(3) Directors shall be elected for a term of two years unless they are filling the unexpired term of a director who has resigned, been removed, or is no longer able to serve. Directors shall be limited to three consecutive two-year terms.
(4) No board member may serve in any capacity for more than 10 consecutive years.
(1) The President shall act as Chief Executive Officer of the Corporation, shall preside at meetings of the Members and the Board of Directors, and shall perform such other duties as may be required by law, by vote of the Board of Directors or by these By-Laws. It shall be incumbent on him or her to keep the directors informed of significant activities and between directors meetings to keep the Executive Committee so informed.
(2) The Vice-President shall perform all the duties of the President in his or her absence or inability to act, and other duties as assigned by the President.
(3) The Treasurer shall have custody of the Corporation’s funds, books and accounts; shall keep or cause to be kept true and accurate account of all moneys received and paid out by the Corporation; shall sign checks and monetary obligations of the Corporation; shall submit a report at the annual meeting of the Corporation,. and at any Board of Directors meeting upon request of same, and perform such other duties as are required by law, by vote of the Directors, or by these By-Laws.
(4) The Secretary shall keep full and accurate records of the meetings of the Corporation and of the Board of Directors and perform such other duties as are required by law, by vote of the Board of Directors, or by these By-Laws. He or she shall have custody of the records of the Corporation, excluding the financial records.
(5) The Board of Directors shall have the management of the business of the Corporation and may appoint such agents or employ such persons as in their judgment may be necessary for carrying out the purposes of the Corporation. They may delegate to any of the officers such of their powers as are not required by law or these By-Laws to be exercised by the Board. The Board may exercise all such powers of the Corporation and do all such lawful acts as are not required by law or these By-Laws to be exercised by the members of the Corporation. The Board of Directors may assign additional duties to any officer.
ARTICLE VI – Committees
A. A Nominating Committee made up of three members, one of which shall be a member of the Corporation who is not a Director, shall be appointed by the Board of Directors at least three months prior to the Annual Meeting. No member of the Nominating Committee may be appointed for more than two consecutive two year terms. Not less than 31 days prior to the Annual Meeting, the Nominating Committee shall submit to the Secretary a slate of candidates who have indicated their willingness to serve as officers or directors. The slate shall be sent to members with the Notice of Meeting. With the support of at least five members of the Corporation, additional nominations of persons willing to serve may be made from the Floor of the Annual Meeting. The names of any such nominee and the five members who support the nomination shall be given in writing to the secretary before the meeting is called to order.
B. An Executive Committee shall consist of the officers of the corporation and the most recent past-president. It shall meet at the call of the President or any two members of the Committee, with approval of a majority of the directors. It shall have the power to conduct the affairs of the Corporation as may be necessary between meetings of the Board of Directors, unless the law or these By-Laws require the vote of the members of the corporation.
C. Special Committees shall be designated by the President, with the approval of the Directors, who will appoint chairpersons from among the directors. Committees shall be empowered to add to their membership as the need arises, with the approval of the Board of Directors. It shall be incumbent upon each chairperson to enlist the involvement of all members of his/her committee in the performance of the work for which the committee is designated. The chairperson shall keep the Board of Directors informed of the committee’s activities.
ARTICLE VII – Meetings
A. The Annual Meeting of the corporation shall be held on the first Saturday in July at Wakefield, New Hampshire, or at such other time and place as may be determined by the Board of Directors and set forth in the Notice of Meeting. The purpose of said meeting shall be to report to members the activities of the Corporation during the preceding fiscal year, its projected activities for the current year, and its financial affairs, to discuss matters pertinent to the purposes of the corporation, and to elect officers and directors for the following fiscal year.
B. Any business relating to the affairs of the corporation may be acted upon at the Annual Meeting without specifying the same in the Notice of Meeting, except that no change in the By-Laws shall be made unless notice thereof is given with the Notice of Meeting.
C. A Special Meeting of the Corporation shall be called by the Secretary whenever so directed by vote of the directors, or whenever requested by 20 or more members who shall unite in a written request to the Secretary stating the purpose for which the meeting is desired.
D. At least 31 days prior to the date of any membership meeting, a Notice of Meeting shall be sent to all members at the most recent addresses provided to the Secretary by the members. It shall be the responsibility of each member to keep the Secretary informed regarding his or her proper address and to make arrangements for the forwarding of mail as the need arises.
E. Thirty members whose dues and assessments have been paid, present and voting in person shall constitute a quorum at any Membership meeting.
F. Meetings of the Board of Directors shall be held no less than three times a year upon call of the President or in his or her absence by the Vice-President, or by the Secretary upon the request of four or more directors. Notice of Meetings shall be sent by first-class mail, email, or delivered personally to each director, at least twenty-one days prior to the date of the meeting. In the event of an emergency, this twenty-one-day notice period may be waived by the caller of the meeting, provided all directors are contacted and given the opportunity to vote A simple majority of the Board shall constitute a quorum.
ARTICLE VIII – Amendment
A. These By-Laws may be altered or amended at any annual or duly-called special meeting of the Corporation by two-thirds vote of members present; but no alteration or amendment shall be made unless the Notice of Meeting shall specify the language thereof. The Secretary shall also include in the notice any proposed alteration or amendment which may be submitted to him or her in writing by no fewer than ten members.
ARTICLE IX – Parliamentary Authority
In all matters not covered by these By-Laws, the Parliamentary Authority shall be the most recent edition of Robert’s Rules of Order, to the best of our ability.
ARTICLE X – Dissolution
In the event of the dissolution of Great East Lake Improvement Association, its assets shall be given to another association whose purposes are similar.
ARTICLE XI – Enabling Clause
These By-Laws shall become effective as soon as adopted.
EIN – 04-3014031
NH – 196793