LAKE BONAPARTE CONSERVATION CLUB, Inc.
BYLAWS
ARTICLE I
Name and objective of the Club
1. This club shall be known as the Lake Bonaparte Conservation Club, referred to herein as the "Club." Lake Bonaparte, referred to herein as the "Lake", is located in the Town of Diana, State of New York.
2. The Club is incorporated as a non-profit organization under New York Not-for-Profit Corporation Law formerly referred to as the Membership Corporation Law.
ARTICLE II
Goals of the Club
1. The objective of the Club is to promote the proper use, protection, and maintenance of the ecosystem, comprising the Lake and its surrounding wetlands and forested areas, as a high quality natural resource for the benefit of both property owners and the general public.
ARTICLE III
Membership of the Club
1. Membership of the Club shall be open to any person or area business interested in furthering the objective and goals of the Club. Membership by property owners, campers, and visitors to the Lake
is particularly encouraged.
2. Membership in the Club shall be renewed on an annual basis by submitting a membership application card, available from the Treasurer, and by payment of the annual dues. Dues for any year must be paid no later than the start of the Annual Meeting. Membership in the Club is not transferable or assignable.
3. Members are entitled to receive a mailing of the Annual Newsletter, to participate in all club activities and meetings, to vote on any motion or resolution brought before the membership for approval at any annual or special meeting of the members of the Club, and to be candidates for election to the Board of Directors.
4. Membership in the Club shall not be construed as entitling ownership of any assets of the Club, either in whole or in part. No member shall have any right or interest in or to property or assets of the Club. All property and assets of the Club shall be subject exclusively to the direction, control of, and expenditure by the Board of Directors as stipulated in Article VI.
ARTICLE IV
Management of the Club
1. Management of Club shall be vested in a Board of Directors comprised of nine Directors, elected or appointed to the Board as described in Article V. The Board shall be empowered to manage the affairs and assets of the Club in a manner that is conducive to meeting the objective and goals of the Club. Powers of the Board are to hold meetings, establish policy, plan activities, authorize the purchase,
Sale, or distribution of assets, and to annually establish a budget and dues for the ensuing year.
2. Officers shall be elected by the Board from among its members. Offices of the Board shall comprise a President, Vice President, Secretary, and Treasurer.
3. Tenure of any office shall be one year, but re-election of a Director to an office will occur any number of times during that member's tenure on the Board.
4. Meetings of the Board may occur at any time and place within the State of New York, with adequate notice given to all Board members. The Secretary shall give written notice of regular and special
Board meetings to all Directors. For the purpose of voting, a quorum shall require the presence in person of the majority of Directors, one of which shall be either the President or the Vice President.
Board meetings shall be closed to the membership at large excepting those who attend at the invitation of the Board in the capacity of committee members or advisors.
5. Any action which may be taken at a meeting of the Board, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors.
6. Directors shall not receive compensation for their services. Directors shall be reimbursed for all necessary expenses incurred on behalf of the Club upon submission of an accounting of such expenses
to the Treasurer, together with supporting receipts for any item in excess of $10.00.
7. Committees may be appointed by the President to assist and advise the Board in the development or implementation of plans, activities, and policies. Members of committees may be selected from Club
members at large, including Directors. Committees are advisory to the Board and cannot act in place of the Board. They shall be dissolved upon completion of their stated purpose or at the discretion of the President; there shall be no standing committees. The president shall be a member ex officio of all committees. Committees may have their own Chairperson and Secretary who must be appointed from the committee membership.
8. The Board shall prepare a budget of planned expenses and revenues (including dues) for the ensuing year. The budget shall be submitted to the membership for discussion at the Annual Meeting. Written copies of the proposed budget shall be made available to the membership at the Annual Meeting. The final budget shall be formally adopted by the Board at a subsequent meeting of the Board.
9. The Annual Newsletter shall be prepared and mailed to all members of the Club and prospective members prior to June of each year. The Newsletter shall contain a current statement of the Club objective, a summary of the Club budget adopted for the ensuing year, and notice of the next Annual Meeting. A summary of the planned summer events and a discussion of Club activities and achievements during the past year or any other information of interest to the Club membership may also be included.
ARTICLE V
Election of Directors
1. Directors of the Club shall be elected at any Annual Meeting or special meeting of the Club.
2. The tenure of Directors on the Board shall be three years, and their terms shall be staggered such that three Directors are elected each year. A Director may be re-elected to one additional three year term. After two consecutive three year terms, a one-year break in service is required before again being eligible for election.
3. A Nominating Committee may be appointed or a nominating process established by the Board for the purpose of recruiting and recommending candidates for election to the Board. This process shall not inhibit or exclude other nominations made from the floor, however. No person who is not a member of the Club shall be nominated for election to the Board.
4. Voting shall occur separately for each of the three seats on the Board that are due for election. The candidate receiving a majority of votes cast by members present at the Annual Meeting shall be declared elected. Members may only vote in person, not by proxy. Voting shall be either by voice or ballot at the discretion of the Board.
5. A meeting of the Board of Directors to elect officers shall be called by the President within one month following the Annual Meeting. Officers may be re-elected to the same office during their tenure on the Board. No Director may hold more than one office simultaneously.
6. A vacancy on the Board of Directors shall be filled by the remaining Directors who may elect a Club member to hold the unexpired term of the departing Director. Such election shall be made by majority vote of the remaining Directors present and constituting a quorum.
ARTICLE VI
Responsibilities of Officers
1. The President shall approve the agenda and preside at all meetings of the Club and of the Board of Directors. The President or his/her appointee shall represent the Club at all events, functions, and meetings that are sponsored by or involve the Club.
2. The Vice President shall assume the responsibilities of the President in his/her absence or unavailability.
3. The Secretary shall:
a. Record all votes and prepare minutes of all meetings of the members of the Club and of the Board of Directors;
b. Read the minutes of the previous meeting for approval if requested at any meeting of the Club or Board of Directors;
c. Keep all the documents and records of the Club in a proper and sate manner;
d. Prepare and distribute the Annual Newsletter and all meeting notices;
e. Maintain a list of Club members, their mailing addresses, and other relevant information
that may be of value to the Club pursuant to its objective.
f Assist the President in the preparation of letters and other documents as may be requested.
g. The Secretary and the President shall together make and execute all contracts or instruments in the name of the Club when authorized to do so by the Board of Directors.
4. The Treasurer shall:
a. Have custody of all Club funds and securities;
b. Receive all Club revenues, including dues, fees, and interest;
c. Deposit all money and other valuables in the name and to the credit of the Club in such depositories as may be designated by the Board;
d. Disburse the funds of the Club as may be ordered or authorized by the Board, and preserve
proper vouchers for such disbursements;
e. Maintain an accounting of all Club assets, liabilities, income, and expenses;
f. Provide at the Annual Meeting and, if requested, at other meetings of the Club or Board of Directors, a written accounting of all transactions made as Treasurer and of the financial condition of the Club;
g. Prepare the Annual Budget of the Club, based upon plans approved by the Board for the ensuing fiscal year.
ARTICLE VII
Meetings
1. Meetings of the Club membership or the Board of Directors shall be held at such place within the State of New York, as the Board shall authorize.
2. The regular Annual Meeting of the Club shall be held on or before July 10 each year to elect members to expiring seats on the Board of Directors, to approve amendments of the bylaws, to receive the annual report of Club activities by the Board, to receive the annual accounting of the Club's financial condition by the Treasurer, to review the Board's annual budget, and to transact other business.
Notice of the date, time, and place of the Annual Meeting shall be provided in the Annual Newsletter, at least sixty (60) days prior to the meeting date.
3. Special meetings of the Club or Board may be called by the Board of Directors at their discretion to consider specific subjects. Notice of any special meeting shall be given to all members or Directors at least ten (10) days prior to the date selected for the meeting.
4. The presence in person of twenty (20) members at any Club meeting shall be deemed a quorum for the transaction of business. For Board meetings the presence of a majority shall constitute a quorum.
5. Every member shall be entitled to one vote. Except as may otherwise be required by law, all actions shall be decided by a majority vote of the members present in person.
ARTICLE VIII
Restrictions on Operation
1. Dissolution Provision:
In the event of dissolution, all of the remaining assets and property of the corporation shall after necessary expenses thereof be distributed to such organizations as shall qualify under section 50 l(c)(3) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent Federal tax laws; or to the federal government, or to a state or local government for a public purpose; or to another organization to be used in such manner as in the judgment of a Justice of the Supreme Court of the State of New York will best accomplish the general purposes for which this corporation was formed.
2. Non-Inurement Provision:
No part of the net earnings of the organization shall inure to the benefit of any member, trustee, director, officer of the organization, or any private individual (except that reasonable compensation may be paid for services rendered to or for the organization), and no member, trustee, officer of the organization or any private individual shall be entitled to share in the distribution of any of the assets upon dissolution of the organization.
3. Restrictive Legislation Provision:
No substantial part of the activities of the corporation shall be carrying on propaganda or otherwise attempting to influence legislation (except as otherwise provided by section 501(c)(3) of the Internal Revenue Code, as amended), nor shall the corporation participate in, or intervene in (including the publication or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office.
4. Restrictive Purposes and Activities Provision:
Notwithstanding any other provision of these articles, the organization is organized exclusively for one or more of the following purposes: religious, charitable, scientific, testing for public safety, literary, or educational purposes, or to foster national or international amateur sports competition (but only if no part of its activities involve the provision of athletic facilities or equipment), or for the prevention of cruelty to children or animals, as specified in section 50 I (c) (3) of the Internal Revenue Code of 1986, and shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under section 501 (c)(3) or corresponding provisions of any subsequent Federal tax laws.
ARTICLE IX
Indemnification of Directors and Officers
1. Each Director and Officer of the Club shall be indemnified by the Club against expenses actually and reasonably incurred in connection with any action, suit, or proceeding to which they may be a party by reason of their being or having been a Director or Officer of the Club, whether or not they continue to be acting in such capacity at the time of incurring such charges. Such expenses shall include attorneys' fees, judgments, fines, and amounts paid in settlement.
2. Indemnification shall be effective only if the person(s) seek indemnification in good faith and in a manner they reasonably believe to be in the best interest of the Club and, with respect to any criminal action or proceeding, had no reasonable cause to believe that their conduct was unlawful.
3. There shall be no right to indemnification if, in any criminal action or proceeding, the person(s) seeking indemnification shall be finally judged to have been willfully and knowingly criminally derelict in the performance of their duties as Director or Officer of the Club.
4. The foregoing right of indemnification shall not be exclusive of other rights to which Directors and Officers may be entitled as a matter of law.
5. The Board shall have the authority to purchase and maintain insurance on behalf of Directors and Officers of the Club against any liability asserted against them and incurred by them in any such capacity, or arising out of their status as such.
ARTICLE X
Amendments to the Bylaws
1. Bylaws may be adopted, amended, or repealed by majority vote of the members present at the Annual Meeting.
2. Proposed changes to the bylaws shall be prepared under the direction of the Board of Directors, and shall be approved by majority vote of the Board prior to submittal to vote of the membership.
3. Members may submit recommendations to the Board for changes to the bylaws at any time. To be included with changes to be voted on at the next Annual Meeting, such recommendations must be received no later than January 31 of the s me year. No amendments to the proposed changes shall be accepted from the floor at the time of the vote.
4. Notice that a motion will be entertained to amend, alter, or repeal the bylaws at the Annual Meeting shall be given in the Annual Newsletter prior to the Annual Meeting at which such changes are presented for adoption. Copies of the bylaws with indication of proposed changes shall be made available at local business establishments at least thirty (30) days prior to the Annual Meeting and also at the Annual Meeting.
5. The Board or Directors shall endeavor to maintain the relevance and currency of the bylaws by reviewing them periodically to identify and recommend suitable amendments. This review shall occur at least every three years but may occur at any time sooner at the discretion of the Board.
2009 - Reviewed with no revisions.