Lake Association Bylaws
The Power of Community
Lake Association Bylaws
Article I – PURPOSE
The purpose of the Association is to preserve and protect Waushakum Pond and its
surroundings, and to enhance the water quality, fishery, boating safety, and aesthetic
values of Waushakum as a public recreational facility for today and for future
generations.
Article II - STATUS AND LIMITATIONS
To carry out the program of the Association and to make effective representations on
behalf of its members, the Association shall be organized as a nonprofit, non-stock
corporation under M.G.L. Chapter 156B , s.11, s.12 and s.13r. of the Massachusetts Statutes.
No asset of the association shall benefit any officer or
member. The Association shall not participate in partisan political activity.
Article III - MEMBERSHIP
Section 1 - ELIGIBILITY: Membership in the Association shall be open to any
individual, family, business, or organization, that (a) subscribes to the purposes of the
Association and (b) owns or leases property within a quarter of a mile of the lake for which the
association was incorporated; or (c) resides on or within one mile of the lake at least
one month each year.
Section 2 - DUES: Dues shall be $5.00 per member paid on a calendar year basis.
Article IV -
Section 1 - MULTIPLE VOTING: Any individual member may cast only one vote
on any question called to a vote. Up to two individuals may represent a family, a
business, or organization; and each of those two individuals may cast one vote on any
question called to a vote.
Section 2 - CASTING BALLOTS: A member must be present at the meeting at the
time the vote is called in order to vote. No member may vote by proxy
or absentee ballots. All votes shall be counted by a show of hands unless otherwise specified in
these bylaws.
Article V - MEMBERSHIP MEETINGS
Section 1 - BIANNUAL MEETING: The biannual meetings of the Association shall be
held in the vicinity of Waushakum Pond on the third Wednesday of April and the third Wednesday of October. The time and place shall be arranged by the Board of Directors unless specified by the previous annual meeting. The agenda of the meetings shall include elections, discussion of projects, adoption of a budget, member concerns, and an educational program.
Section 2 - SPECIAL MEETINGS: A special meeting of the Association may be
called at any time by the President, by majority vote of the Board of Directors, or
by written request of one-twentieth of the members or six members, whichever is
greater. The agenda of a special meeting may include any items properly brought
before an annual meeting.
Only those matters described in the notice shall be
discussed at the meeting.
If such meetings take place, there will be an email sent to members with date and location to attend meeting.
Section 3 - INFORMATIONAL MEETING OR SOCIAL EVENT: The association
may sponsor a variety of meetings and events designed to provide educational,
recreational, or social opportunities for its members and their guests. It may also
sponsor fund-raising activities. If business is to be conducted at such events, the
notice requirement for special meetings must be met.
Section 4 - NOTIFICATION: Every annual or special meeting must be preceded
by notice to paid members and members from the preceding year who have not yet
renewed their membership. Notification may be by email or hand delivery for those who do not have email, at least 30 days, but not more than 50, prior to annual meetings and at least 15 days, but not
more than 50, prior to special meetings. The notice shall summarize any proposed
changes in the bylaws, shall highlight any proposals to dissolve the association, and
shall include a description of the matter or matters for which the meeting was called.
Section 5 - QUORUM: No formal business may be conducted at membership
meetings unless at least twenty-five percent of members are present.
Section 6 - PROCEDURE: Roberts Rules of Order, in the current revised edition,
shall be in force at the meetings of the Association, of the Board of Directors, and
of the Association committees unless required otherwise by Massachusetts Statutes
or these bylaws. Non-members of the Association may be recognized to speak at
Association functions at the discretion of the presiding officer who shall also serve as
parliamentarian.
Article VI - BOARD OF DIRECTORS
Section 1 - AUTHORITY: Subject to directives of annual and special meetings and
these Bylaws, the Board of Directors shall have authority over the activities and
assets of the Association.
Section 2 - COMPOSITION: The Board of Directors shall include the President,
Vice President, Secretary, and the Treasurer.
Section 3 - ELECTIONS: The Board of Directors, as well the body shall nominate one or more
members for each vacant position on the Board. Additional nominations of members,
present at the annual meeting and willing to serve, shall be taken from the floor.
Section 4 - TERMS OF OFFICE: Directors are elected for a one-year term. Their
terms shall expire after the annual meeting or upon the election of new Directors,
whichever occurs later. There is a two term maximum, unless overridden by a majority vote.
Section 5 - VACANCIES: Any Officer or member of the Board may resign at any time by delivering a letter of resignation to the Secretary, or in the absence of the Secretary, the President. Such resignation shall take effect at the time specified therein or, if no time is specified, upon receipt by the Secretary or President. Any Officer or member of the Board may be removed with or without cause at any time by majority vote of the membership. Any vacancy may be filled for the remainder of the term by
the affirmative vote of a majority of the Directors then in office, although less than a
quorum but at least two.
Section 6 - COMPENSATION: Directors shall not be compensated for their time and
effort.
Article VII - OFFICERS
Section 1 - PRESIDENT: The President shall preside over all membership
meetings and Board meetings. The President, or his/her liaisons shall be the chief executive officer
of the Association, responsible for day-to-day administration of the affairs of the
Association and supervision of any employees or contractors.
Section 2 – VICE PRESIDENT: The Vice President shall assume the duties of the
President should that office become vacant and shall preside at meetings when the
President is unable to attend. The Vice-President shall arrange for the educational
segment of the annual meeting and carry out other assignments at the request of the
President. The Vice President shall prepare publicity for the Association and shall prepare the Association newsletter unless an editor is appointed to do so.
Section 3 - SECRETARY: The Secretary shall maintain the official records of the
Association as well as any archives. The Secretary shall record and distribute the
minutes of member meetings. The Secretary shall maintain a current record of the names and addresses of members entitled to vote and shall send out notices of membership meetings. Notices will be electronically delivered, unless, otherwise there is no email address, in which case a notice will be hand delivered.
Section 4 - TREASURER: The Treasurer shall maintain the financial records of the
Association and shall sign all checks. The Treasurer shall prepare an annual financial
statement for the annual meeting and shall be responsible for presentation of the
proposed budget to the annual meeting. The Treasurer shall serve on the Finance
Committee if applicable.
Section 5 - MULTIPLE OFFICE HOLDING The President and Vice President shall not serve more than two consecutive one year terms in the same office, unless overridden with majority vote.
Section 6 - OTHER OFFICERS: Other officers may be appointed by the President,
with concurrence of the Board.
Article VIII - COMMITTEES
Section 1 - OTHER COMMITTEES: The general members may appoint such other
committees as are deemed necessary to support the efforts of the Board.
Article IX - MISCELLANEOUS PROVISIONS
Section 1 - INDEMNIFICATION OF OFFICERS AND DIRECTORS: The Association shall indemnify, defend, and hold harmless, any officer, director, employee, or agent who was, is, or may be involved in legal proceedings by virtue of his or her good faith actions on behalf of the Association.
Section 2 - FISCAL YEAR: The records and accounts of the Association shall be
maintained on a calendar year basis.
Section 3 - ACCOUNTS AND INVESTMENTS: Funds of the Association shall be
promptly deposited at a financial institution designated by resolution of the Board of
Directors.
Article X - ADOPTION AND AMENDMENTS
These bylaws, and any amendments thereto, may be adopted at any annual or special
meeting of the Association by two-thirds vote of members present and entitled to
vote. Proposed amendments to the bylaws must be summarized in the notice for the
annual meeting at which the amendments are to be voted on.
Article XI - DISSOLUTION
The Board of Directors, by a two-thirds affirmative vote of all members, may
recommend that the Association be dissolved and that the question of such
dissolution be submitted to a vote at a subsequent meeting of members. Notice of
the meeting shall highlight the question of dissolution. At the meeting, a two- thirds
affirmative vote of members present and entitled to vote shall be required to approve
a resolution of dissolution. Such a resolution shall direct the Board of Directors to
prepare a dissolution plan for subsequent approval by the members as provided under
Massachusetts law. Dissolution of the Association shall not be final until the members,
by majority vote, shall have approved the dissolution plan, either at a meeting or by a
binding mail referendum. Sec. 181.1401 Sec. 181.1403
CERTIFICATION
These bylaws were adopted by vote of yes at the Association meeting on this day, September 26, 2018.
Secretary : Kaila Iarussi