The following proposed amendments to the LBA Bylaws marked in italicized cyan and crossed out are considered necessary for the following reasons:
Being a small organization with only about 300 members, many of whom are seasonal residents and are unable to attend Board meetings September through May, it is a hardship for LBA to attract and maintain Board of Directors members and Officers willing and able to commit to the year round business of running the organization.
Acknowledging this hardship, these suggested amendments in the LBA Bylaws will help to secure and maintain valued Directors and Officers.
These suggested amendments to the Bylaws are also aimed toward simplification and streamlining the LBA organization in order to conduct its necessary business in a more efficient manner without compromising LBA’s purpose, goals or its honest representation of all its members.
We ask that proper five (5) day notice be provided describing the amendments be furnished to each Director and the public and that the proposed amendments be discussed and considered for approval by the Board of Directors at the regular Board meeting on July 19, 2018.
Directors: Bill Wood, John Hale, Terry Moran, Wenda Bird, Mark Miller July 4 , 2018
Note: Amendments in red and crossed out were accepted by the LBA Board in May 2018.
ARTICLE I. NAME OF ORGANIZATION
The name of the organization is Lake Bomoseen Association, Inc.
ARTICLE II. PURPOSE
Section 1. Purpose
The purpose of the Lake Bomoseen Association (LBA) shall be the stewardship of Lake Bomoseen (the Lake). The LBA will promote conservation for public benefit of the natural beauty, peaceful character, and unique resource values of Lake Bomoseen in cooperation with other conservation, local, and state authorities.
The Association is a not for profit corporation and all income will be used to forward the stated objectives. In the event of dissolution of the LBA, any assets remaining after payment of debts will be distributed to one or more 501(c) charities as directed by the Board of Directors.
This corporation is organized exclusively for charitable, educational, and scientific purposes, including, but not limited to, for such purposes, the making of distributions to organizations that qualify as exempt organization under section 501(c) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section 2. Special Purpose
The purpose of the LBA is to educate the public, to protect, to preserve, and to promote the historical and future stewardship of Lake Bomoseen.
The specific objectives of this organization shall be but are not limited to the preservation of the natural, economic, recreational resources, along with the historic qualities of Lake Bomoseen for all, including the homeowner, the recreational visitor, and the surrounding towns as well. Including:
(a) The conservation and improvement of the Lakes’ water quality and the protection of the shoreline.
(b) The public education of Lake Bomoseen environment, fish and wildlife as well as preservation of this resource.
(c) Liaison with businesses, local municipalities, and state agencies to advocate for Lake Bomoseen in support of our purpose.
(d) Provide public awareness and promote opportunities for participation in our stewardship of the Lake.
Section 3. Calendar Year
The fiscal year of the LBA shall be the period beginning July 1 and ending June 30.
The calendar year of the LBA shall be the period beginning January 1 and ending December 31.
ARTICLE III. BOARD OF DIRECTORS
Section 1. General Powers
The Board of Directors has full and final authority over the management of the affairs of the LBA. The Board of Directors has a fiduciary duty to act with respect to the management of care and responsibility of the organization.
The Board of Directors shall adopt and periodically review a conflict of interest policy to protect the LBA’s interest in any event that the action or arrangement contemplated may benefit any director, officer, employee, affiliate or a member of a committee with board delegated powers.
Section 2. Composition
The number of Directors shall be fixed periodically by the Board of Directors but shall consist of no less than three (3) members and no more than eighteen (18) members. Do we need a change?
Section 3. Election and Terms
The members of the Board of Directors and Officers, shall be elected at the annual membership meeting by a majority vote of the membership in attendance. Officers shall be members of the Board of Directors and must be voted to be a director before they are voted to be an officer. There must be quorum at the annual meeting in order to conduct business of the LBA. Upon election these Board Directors and Officers will immediately enter upon the performance of their duties and shall continue in their office until their successors are duly elected and qualified. Each
Board Director and Officer shall serve a term of three (3) years and may be re-elected to serve up To three an unlimited number of terms, consecutive or otherwise, terms of service and may be
appointed to serve additional terms. The terms shall be staggered so that at the time of each annual meeting, the terms of approximately one-third (1/3) of all members of the Board of Directors shall expire.
The Board may remove an officer or director at any time and for any reason, but such removal shall be without prejudice to the contract rights, if any, of the person removed. Appointment of an officer or director shall not itself create contract rights.
Section 4. Resignation and Vacancies
A Director may resign at any time by giving written notice to the President or Board of Directors. Unless otherwise specified in the notice, the resignation shall take effect upon receipt of written notice; acceptance of resignation shall not be necessary to make it effective.
In the event that a vacancy on the Board of Directors occurs between annual meetings, the vacancy shall be filled by an affirmative vote of the remaining Board of Directors. The new3 Board Director shall serve the balance of the term vacated until the next annual membership election.
Section 5. Responsibilities of the Board of Directors
A Board Director shall be required to attend two-thirds (2/3) of all Board meetings annually and two-thirds (2/3) of the general meetings within a three-year term of service. If an individual Director, is unable to meet this expectation of attendance or service requirement, the Board of Directors may, at its discretion, at a meeting with a quorum present, and by a majority of two-
thirds (2/3) vote, consider calling for the resignation of that Board of Director.
A Board Director, which is a voting member, shall be required to attend at least 5 out of the potential 7 meetings of the LBA Board of Directors from May to October. If an individual Director director or voting member is unable to meet this expectation of attendance, the Board of Directors may, at its discretion, at a meeting with a quorum present, and by a majority of two- thirds (2/3) vote consider calling for the resignation of that Director director or voting member. Attendance should be reviewed monthly by the Secretary of the Board of Directors. Directors
may attend meetings Meetings held during the months of November through May can be attended by conference call. for board
All Board of Directors shall be a member of good standing of the Lake Bomoseen Association.
The Board of Directors shall keep itself informed of factors affecting the Lake to the extent reasonably possible as related to Article II.
Emeritus Status shall be awarded to all past Presidents with voting privileges being attributed to the Immediate Past President. Past presidents and other past officers may be nominated and elected to the Board of Directors and may be appointed to fill board vacancies. They may also be nominated and elected to an officer position.
The Board of Directors may appoint or hire an Executive Director to serve at the discretion of the LBA Board of Directors. The Board of Directors will establish and supervise any person(s) in this position.
The Board of Directors shall not receive any compensation for their services as Directors.
ARTICLE IV. OFFICERS
The officers of the LBA shall be a President, Treasurer, and Secretary, and such other officers as the Board may appoint. Any two (2) or more offices may be held by the same person, except the offices of President and Secretary.
The officers shall have such powers and perform such duties as specified by the Board of Directors. In the absence of such specification each officer will have the following powers and duties:
(a) President. The President shall be the chief executive officer of the LBA and shall have general supervision of the affairs of the LBA, shall appoint an appropriate staff to administer the affairs of the corporation, shall have such other authority and duties as may be determined by the Board of Directors, and shall report regularly to the Board of Directors.
(b) Secretary. The Secretary shall maintain the records of the LBA and shall attend to the giving of all notices on behalf of the Board of Directors and shall generally perform the duties usually assigned to the office of Secretary.
(c) Treasurer. The Treasurer shall be the custodian of all moneys, credits and properties belonging to the LBA. The Treasurer shall keep an accurate account of all moneys received and disbursed, and shall generally fulfill the duties pertaining to the office of Treasurer. The Treasurer shall be personally bonded, in an amount determined by the Board of Directors in consideration of the funds involved. The LBA will be responsible for securing the needed bond or insurance. Financial records, monetary holdings, and investments shall be audited as directed by the Board of Directors or President.
(d) Other Officers. Other officers shall perform such duties and have such powers as may be assigned to them by the Board of Directors.
(e) Resignation. An officer may resign from the office at any time by giving written notice to the Board of Directors, unless otherwise provided in writing and signed by the officer. The
resigning officer may or may not resign from the Board of Directors. Unless
otherwise specified in the notice, the resignation(s) shall take effect upon receipt of written notice; acceptance of resignation shall not be necessary to make it effective.
ARTICLE V. MEMBERSHIP AND DUES
Section 1. Membership
Application for membership shall be open to any current resident, property owner, business owner, or any individual that supports the purpose statement in Article II. Section 1. After completion and receipt of annual dues, membership will be granted. Membership may be continued from year to year upon annual payment of dues.
Section 2. Dues
The Board of Directors shall determine the amount required for annual dues. Membership is contingent upon being current on membership dues.
Section 3. Rights of Membership
Each member shall be eligible to cast one vote in Lake Bomoseen Association elections and to serve on the Board of Directors.
Section 4. Resignation
Any member may resign by filing a written resignation with the secretary. Resignation does not relieve a member of unpaid dues or other accrued debt.
Section 5. Non-Voting Membership
The Board of Directors shall have the authority to establish and define non-voting categories of membership.
ARTICLE VI. CONDUCT OF LAKE BOMOSEEN ASSOCIATION BUSINESS
Robert’s Rules of Order shall govern at all meetings of the LBA unless stated otherwise in these Bylaws.
Section 1. Regular Board Meetings
During each twelve-month period, the Board shall hold at least four (4) regular Board of Director meetings to conduct LBA business. The President, or his or her designee, shall set the date, time, and place. One-third (1/3) of the Directors, or no fewer than three (3) two, Board Directors, shall
constitute a quorum for the transaction of business at any meeting of the Board.
Section 1A. All articles voted on at a the Board of Directors or annual meeting meeting must be are by members being present or on a conference call. There shall be no voting by email at Board of Directors meetings.
Section 2. Notification of Board Meetings
Members of the Board of Directors, and the general membership shall be notified via electronic or other communicative means currently in use and established at the annual meeting, of the agenda for the meeting at least three (3) working days prior to each regular meeting. All Board Meetings are open to the public and general membership.
Section 3. Special Meetings
The President or three (3) two (2) members of the Board of Directors may call special meetings
of the Board of Directors. The prior notice requirement may be waived if a Special Meeting is
called unless specifically required by law or these rules.
Any seven (7) members in good standing may request a special meeting of the Board of Directors or of the membership at large. The membership must be notified at least three (3) weeks before the stated meeting date, giving the essential details of the meeting with the reasons for calling the special meeting clearly identified and detailed with any anticipated voting agenda clearly stated. All members requesting a Special Meeting must be physically present at the meeting held at their behest.
Section 4. Committees
The Board may appoint one or more committees to report to the Board as directed. Committees shall serve at the pleasure of the Board.
Section 5. Meetings of the Membership of Lake Bomoseen Association
There shall be an annual meeting of the LBA open to all current members and held each calendar year between June 15th and August 15th before the beginning of the new calendar year at a location designated by the Board of Directors. Notice of this meeting shall be given at least ten (10) working days prior to the date of the annual meeting. At this meeting, the Board of Directors shall report on the business of the LBA since the last annual meeting during the preceding twelve months. Included in this reporting, the Treasurer shall report on the financial matters of the LBA and present a proposed operating budget for the next calendar fiscal year.
The nominating committee will present a slate of candidates for Directors and Officers consideration and election. Nominations from the floor for all positions are accepted. Voting shall take place first for Directors and then for Officers. Voting may be for the whole slate or by each individual.
The quorum for the annual meeting shall be no less than thirty (30) of the current members in good standing.
ARTICLE VII. AMENDMENT OF BYLAWS
These Bylaws may be repealed, amended or substitute Bylaws may be adopted by a majority of the entire Board of Directors at any regular or special meeting of the Directors, provided notice describing the amendment has been furnished to each Director and public notice is given to members at large at least three (3) weeks five (5) days in advance of the meeting. The Board of Directors will accept and consider written comments to any proposed change in these Bylaws. The Board of Directors will also consider any comments made in person at the meeting.
Changes in the Bylaws that have been approved by a majority vote of Board of Directors shall take effect immediately upon the adjournment of the meeting in which they were enacted.
The above Bylaws were approved at the duly warned annual meeting of the Lake Bomoseen Association on this 27th day of June in the calendar year 2016.
Changes to the Bylaws were duly warned and approved by the Board of Directors on this ____ day of the month of _______ in the year ________.