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CONSTITUTION
By-laws of
Lamoka-Waneta Lakes Association, Inc.

Article I

Name / Purpose

Section 1.1
This organization shall be known as the Lamoka-Waneta Lakes Association, Inc.  Lamoka-Waneta Lakes Association, Inc. shall be abbreviated as LWLA and referred to as the Association or Corporation in the remainder of this document.  Lamoka and Waneta Lakes (jointly) will be referred to as the Lakes in the remainder of this document.

Section 1.2
The purpose of this organization shall be the promotion of a broad range of environmental and social pursuits; the improvement of water quality, the preservation of fish and wildlife habitats, associated environmental aspects in the Lakes’ watershed region along with recreational opportunities. The Association and its activities are intended to be an integral part of the Lakes property owners, recreational users, surrounding communities, counties and state. The Association, through its various local, state, and Federal affiliations, will endeavor to promote these purposes at all levels of society and government. As our world is constantly changing, it is envisioned that this Association will be able to provide a safe, harmonious, and stable environment to perpetuate the above stated purposes for generations to come.

Section 1.3
To represent the Association’s membership and Lamoka and Waneta Lakes property owners in matters associated with these objectives and purposes.

Section 1.4
This Association shall be a not for profit corporation whereby any and all funds derived from any of the Association's activities, regardless of their nature, shall be applied to the furtherance of the purposes as set forth in this Article and for the education and participation of the public in conservation and in support of said purposes.

Article II

Membership

Section 2.1
Membership of the Association shall consist of the following categories:

a)  Family Membership             An individual, organization/business, or family.  A family is defined as a single family unit, parents and their dependents eighteen years of age or younger.  The individual and organization / business have a single voting right.  The husband and wife of the family membership each have a voting right.

b)  Honorary Membership          A person or organization elected to membership for performing outstanding services to the Association while not a Family Member.

Section 2.2
Any person intending to support the purpose of this Corporation; regardless of age, sex, race, religion, or political affiliation is eligible for membership.

Section 2.3
Persons shall become members upon payment of dues for the current year.

Section 2.4
A person, business, or organization, while not a Family Member, may be elected to Honorary Membership by the Association’s Board or those members present at a regular meeting in recognition of outstanding service to the LWLA.  Such Honorary Memberships shall be for one year.  An Honorary Member shall have no voting rights or hold any administrative position and shall incur no dues.

Section 2.5
A member may resign from the LWLA by submitting a letter of resignation to the secretary.  Any such resignation shall not entitle said member to a refund of any part of their paid dues.

Section 2.6
A member may be expelled for violation of the By-laws of the Corporation or other cause prejudicial to the best interests of the Corporation.  Such expulsion may be effected by a two thirds vote of the Board of Directors at a duly called meeting.  Any such expulsion shall not entitle said member to a refund of any part of their paid dues.

Section 2.7
Any resigned or expelled member forfeits any and all rights or interests to any property of the Corporation.

Section 2.8
The annual dues / fees for all membership categories shall be a recommendation to the membership by the Board of Directors at a duly convened meeting.  Membership must be informed of an intended dues / fees change at least two weeks prior to the vote.  This may be done via the newsletter, special mailing or prior general meeting.  The said dues /fees shall be due and payable at the beginning of the next calendar year.

Section 2.9
The membership year shall be January 1st through December 31st and be renewable upon payment of the annual dues /fees within sixty days following the end of the membership term.  Any member whose dues /fees remains unpaid beyond sixty days shall automatically cease to be a member, and shall forfeit all rights and privileges of membership.  Persons joining the Association in October through December shall be considered paid members for the current and following year.

Article III

Government

Section 3.1
The general management of the affairs of the Corporation shall be vested in the Board of Directors, who shall be elected as provided in the By-laws.

Section 3.2
The elective officers of the Corporation shall consist of a President, a Vice-President, a Secretary, and a Treasurer.

Section 3.3
The President shall be a member, ex officio, of all committees.

Section 3.4
The Treasurer shall be a voting member, ex officio, of the Board of Directors.

Article IV

Election of Officers and Directors

Section 4.1
The Directors of the Corporation and the Officers shall be elected at the annual meeting.  Each active member shall be entitled to vote for the expired director positions and each officer to be elected.  The candidates receiving the majority of the votes cast shall be declared elected.

Section 4.2
The Board of Directors (BOD) shall consist of up to thirty members (not counting the Treasurer or    President as an ex officio member) whose terms shall be for two years. There shall be up to 15 directors from each of the lakes. Directors whose term will expire may be re-nominated for the ensuing year’s election. Once elected to the Board they must remain active in the Association. To maintain on active status, they must attend a minimum of one-half of the regular scheduled Board meetings on a yearly basis. The distribution of BOD terms has already been established prior to this by-laws update.

Section 4.3
To be eligible to serve as an Officer of the Association, the nominee must be a member who has actively participated in Association activities over two continuous years prior to nomination.  Once elected as an Officer they must remain active in the Club.  To maintain on active status, they must attend a minimum of one-half of the regular scheduled monthly Club meetings on a yearly basis.

Section 4.4
The membership of the Corporation shall elect one of its members as President, one as Vice-President, one as Secretary, one as Treasurer, and the expired Director positions.  Such elections shall be held at the annual meeting of the Corporation, and the Officers elected shall hold office for one year.  Officers and Directors are eligible to be re-nominated for their current positions in ensuing years at the end of their term, unless otherwise stipulated in this Article.

Section 4.5
If vacancies occur among Officers or Directors, such vacancies shall be filled only for the un-expired term of the vacating offices.  Such vacancies shall be filled by members appointed to the vacated offices by the Board of Directors.

Section 4.6
The Office of President shall not be held by the same member for more than four consecutive terms.

Section 4.7
No member of the Corporation shall be allowed to hold more than one office during an administrative period.

Article V

Duties of Officers

Section 5.1
The President shall preside at all meetings of the Association; shall call meetings promptly and hold prompt meetings; shall impartially enforce the By-laws and see justice done between members in Association matters, and between members and the Association.  The President shall have the deciding vote in all cases of a tie, but otherwise he/she shall have no vote except at election of officers/directors and at Board of Directors meetings.

Section 5.2
The President shall preside at all meetings of the members of the Corporation and of the Board of Directors and shall appoint such committees as he/she or the Directors shall consider expedient. .  In case the Treasurer of the Corporation shall become disabled, resign, or otherwise disqualified from acting as such, it shall be the duty of the President to assume the duties of said Treasurer until such time as said Treasurer is able to resume said duties or a new Treasurer is appointed.  The President, at the discretion of the Board of Directors, may be bonded as provided for the Treasurer in Section 5.5 of this Article.

Section 5.3
The Vice-President (VP) shall assist the President in every way possible, and in the absence of the President shall assume the duties of the President, with his/her power and authority during the President's absence.  Also, the VP shall administer the scheduling of all events at the Association.

Section 5.4
The Secretary shall keep a true record of the minutes of all meetings of the Association and keep a file of all papers belonging to or pertaining to the Association.  The Secretary shall also keep a separate true record of the minutes of all Board of Director meetings.  The Secretary may participate in Board of Director meetings, but does not have voting privileges.  The records and proceedings of the Board meetings are to be kept in confidence, as determined by the Board.

Section 5.5
The Treasurer shall have charge of all receipts and monies of the Corporation, deposit same in the name of the Corporation, and shall disburse said funds as ordered or authorized by a majority of the members present at a regular meeting, or as directed by the Board of Directors.  The Treasurer shall keep regular accounts of Corporation receipts, disbursements, and give an itemized report at regular meetings of the Corporation.  The Treasurer shall provide financial information, as required, at all Board of Director meetings.  At the discretion of the Board, the Treasurer may be bonded by a reliable bonding agency authorized to do business within New York State, in the amount of at least $10,000.00; such bond to be conditioned upon the faithful performance by the Treasurer of the duties set forth in these Articles.  The President of the Club shall appoint three Trustees to audit the books of the Treasurer prior to the installation of new Officers, or when the appointment of a new Treasurer is required.  Additionally, the Treasurer should make every effort to provide a treasurer’s report for presentation at regular Club meetings they can not attend.

Section 5.6
The Board of Directors shall have control of the property and affairs of the Corporation and shall fix its operating and financial policies.  The Board of Directors shall act as a Financial Committee to work with the Association to promote Association activities and to work with active committee chairpersons in structuring and managing that discipline’s yearly financials (income and expenses).  An active discipline is defined as a LWLA activity that has a structured event during the fiscal year.  All new improvements, additions, acquisitions, or disciplines that will require expenses of $500 or larger must originate as a proposal to the Board and be approved by the Board of Directors.  The Board of Directors shall have power to hold meetings; employ necessary staff and employees; suspend, censure, or expel members as provided by these By-laws; take all necessary and proper steps to carry out the purpose of this Corporation and promote its best interests.  The Board shall meet monthly, in April through October, or by special request of the President.  All matters of business of the Board of Directors shall be decided by a majority vote of the Board of Directors except where 2/3 (two/thirds) vote is required by these By-laws.  At any meeting of the Board of Directors, no act of said Board of Directors shall be valid unless at least six of said Directors are present.  A present quorum shall consist of six (6) Directors.  The Treasurer and President are ex officio and voting members of the Board of Directors, but are not included in the present quorum requirement of four Directors.  Other than normal Association activities, the Board of Directors must approve any Association expenditure exceeding $500.00.

Section 5.6.1
The Board of Directors may by a 2/3 (two/thirds) vote borrow money and from time to time, to make, accept, endorse, execute, and issue bonds, debentures, promissory notes, bills of exchange, and other obligations of the Corporation for monies borrowed or in payment for property acquired or for any of the other object or purpose of the Corporation or its business and to secure the payment of any such obligations by mortgage, pledge, deed, indenture, agreement or other instrument of trust or by lien upon, assignment of or agreement in regard to all or any part of the property rights or privileges of the Corporation wherever situated, whether now owned of hereafter to be acquired.

Section 5.6.2
The Board of Directors may by 2/3 (two/third) vote purchase, receive, take by grant, gift, devise, bequest, or otherwise lease or otherwise acquire, own, hold, improve, employ, use and otherwise deal in and with real or personal property or any interest therein, wherever situated.

Section 5.6.3
The Board of Directors may be 2/3 (two/thirds) vote sell, convey, lease, exchange, transfer or otherwise dispose of the Corporation's property or any interest therein, wherever situated.

Section 5.7
The President and Treasurer shall, on being so directed by the Board of Directors, sign all leases, contracts, deeds, mortgages, notes, or instruments in writing in order to complete those transactions set forth in Article V, Sections 5.6 through 5.6.3.  Only the Treasurer or the President’s signature is required on transactions detailed in Section 5.5.  The Board of Directors shall have approval rights of the business affiliates used to effect the transactions set forth in Article V, Sections 5.5 and 5.6 through 5.6.3.  By including Section 5.5, the Board of Directors reserves the right to determine all persons and business affiliates with which the Corporation will transact any Association financial activity.

Article VI

Committees

Section 6.1
Nominating Committee.  The President shall appoint a Nominating Committee consisting of one to three members whose duty it shall be to nominate candidates for offices and directors to be elected at the annual meeting in August.  They shall present the nominees at the said annual meeting, solicit nominations from the floor for each office, provide for the election's ballots, conduct the election, and report the results.  The Nominating Committee term is from the time of appointment through the election in August.

Section 6.2
Standing Committees.  The President shall appoint within a reasonable time after the annual meeting, such standing committees as he/she or the Board of Directors may deem necessary or prudent; said committees to consist of as many members as seems feasible and practicable.  The President may, at any time, appoint other committees on any subject for which there is no standing committee of the Corporation.  The term of any Standing Committee is for one administrative year.

Section 6.3
Committee Quorum.  A majority of any committee of the Corporation shall constitute a quorum for the transaction of business.

Section 6.4
Committee Vacancies.  The President shall have the power to fill vacancies in the membership of any committee.

Article VII

Special Provisions

Section 7.1
The Association may adopt such temporary By-laws, rules of order, and resolutions as may be necessary providing they do not conflict with these By-laws.  It may also provide for the election of officers not enumerated herein.

Section 7.2
These By-laws may be revised or amended by a 2/3 (two/thirds) vote of the members present at a regular scheduled Association meeting and only when such proposed amendment shall have been read at one previous regular scheduled Association meeting.  Alternately, the proposed amendment may be published and distributed in an Association newsletter prior to the revision vote.

Section 7.3
All previous By-laws of this Association, are hereby repealed.

Article VIII

Rules of Order for Meetings

Section 8.1
All meetings generated of the Association shall be governed by "Robert's Rules of Order".  The President may elect to conduct meetings in a more casual manner as provided for in Section 7.1, but any member may request that the meeting revert to "Robert's Rules of Order" if the meeting becomes out of order, or conditions requiring proper discipline are encountered.

Article IX

Meetings

Section 9.1
Regular Meetings of the Association shall be scheduled by the Officers and Board.  At least one Association meeting shall be scheduled per year at a time and place appropriate to a majority of the members.  All regular meetings shall start at 10:00 AM. and will usually be on a Summer weekend.  The order of business shall be:

1. Reading of minutes of last meeting for corrections and approval
2. Treasurer's report and approval
3. Board of Director's meeting report is appropriate
4. Introduction of new members, guests, and special presenters / requestors as appropriate
5. Correspondence read and general communication moderated by the President
6. Committee Reports
7. Unfinished "Old" Business
8. New Business
9. Adjournment

Section 9.2
Special meetings shall be called by the Association President, or by request to the President by the Board of Directors, or by written petition signed by ten members; the specific purpose of the meeting to be explained in the petition and presented to the President, when in their opinion a matter of sufficient importance shall arise.  The purpose of the meeting petition may be deferred to a special Board of Directors meeting at the discretion of the President upon receiving the petition.  No business shall be transacted at a special meeting other than that for which it was called.

Section 9.3
The annual meeting, which includes the election of Officers and Directors, shall be the regular meeting for the month of August.  New officers and directors shall take office in September.  The President shall appoint chairpersons to the following standing committees if active:

1. Association Publicity and Newsletter
2. Association Membership
3. Schuyler and Steuben County Soil & Water
4. Active Disciplines
5. Community Service

The President shall also appoint committees and chairpersons, as required, to conduct special activities during his or her term.

Section 9.4
All matters of business, including the election of officers and directors, shall be decided by a majority vote of the members present at the current meeting unless otherwise provided for; such provision to become inactive with the ending of that meeting.

Section 9.5
All questions of priority of business shall be decided by the President without debate.

Section 9.6
Fifteen members shall constitute a quorum at regular Association meetings.  All officers can vote except the President.  In case of a tie vote, the President will cast a deciding vote.

Section 9.7
Voting. Every member shall be entitled to one vote.  Except as otherwise provided for in the By-laws, all actions shall be decided by a majority vote of the members present in person.

Article X

Dissolution Clause

The LWLA may be dissolved only with authorization by its Board of Directors given at a special meeting called for that purpose and with subsequent approval by a two-thirds (2/3) vote of the Voting Members (status determined by Membership Committee). Upon dissolution or other termination of The LWLA, all remaining assets of The LWLA, after payment in full of all its debts, obligations, and necessary final expenses, or after the making of adequate provision therefore, shall be distributed to such tax-exempt organizations (with purposes similar to those of The LWLA) as shall be chosen by the then existing Board of Directors of The LWLA.

September 2014 - revisions (1.2 & 10) January 2016