As amended through the 2020 Annual Meeting
Shore Owners’ Association of Lake Placid
ARTICLE I. Name
Section 1. The name of the Association shall be: The Shore Owners’ Association of Lake Placid.
ARTICLE II. Objectives
Section 1. The objectives of the Association shall be the enhancement and protection of the ecology and beauty of Lake Placid and its shores; the prevention of pollution of its waters; the maintenance of suitable surface levels; the promotion of traffic and safety regulations on the lake; the maintenance of the dam; and the promotion of the use and enjoyment of the lake by its members.
ARTICLE III. Membership
Section 1. All persons owning property on the shore of Lake Placid shall be eligible for membership and shall become members on payment of annual dues. All person now members may continue as such and any other persons may be elected to membership by a majority vote of the Board of Trustees. In the event the ownership of property on the shores of Lake Placid is held through a corporation, trust, limited liability company, partnership or other legal entity (an “Ownership Entity”), then each natural person having a beneficial interest in such Ownership Entity shall become eligible for membership and shall become members on payment of annual dues; provide, however, that each natural person shall be limited to one membership and no Ownership Entity shall be permitted to have more than ten members.
ARTICLE IV. Meetings of Members
Section 1. Meetings of members shall be held at Lake Placid and twenty-five percent of the total membership, present in person or by written proxy, shall constitute a quorum. The date for the annual meeting of members for the election of officers and trustees, the receiving of reports and the transaction of any business that may be brought before the meeting shall be any day after the third Saturday in July and before Labor Day (but preferably on a Saturday if possible and as close to the last week in July or the first week in August as may be feasible) selected by the President, and written notice to the last known address of each member shall be sent not less than three weeks prior to the meeting.
Special meetings of the members may be convened at any time upon ten days’ notice, and the Secretary of the Association shall keep adequate minutes thereof. The call for special meetings shall state the purpose of the meeting and shall be made by the President, Vice President, or by any ten members. No business other than that specified in the notice may be acted upon at a special meeting.
Section 2. The President of the Association shall preside at the members’ meetings, or in his absence the Vice President, and the Secretary of the Association shall keep adequate minutes thereof.
ARTICLE V. Proxies
Section 1. Every member who is entitled to vote at a meeting of members may authorize another member to vote by Proxy. All proxies must to be delivered to the Executive Secretary at least one week before the Annual Meeting in order to be effective.
Section 2. Every proxy must be executed by the member giving the proxy (or his or her attorney-in-fact). Every proxy shall be revocable at the pleasure of the Member executing it. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy.
ARTICLE VI. Conduct
Section 1. Except as otherwise provided in the By-Laws or by applicable law, all meetings of members and trustees shall be guided by Robert’s Rules of Order, Revised, as revised from time to time.
ARTICLE VII. Trustees, Officers and Committees
Section 1. The Board of Trustees shall be responsible for and have the power necessary for the management of the affairs of the Association. The trustees shall serve in the capacity of Directors as that term is used in the New York Not-For-Profit Corporation Law.
Section 2. The Board of Trustees shall consist of at least twelve (12) and not more than eighteen (18) trustees, each of whom shall serve for a term of three (3) years with at least four (4) and not more than six (6) to be elected at each annual meeting.
A trustee may serve two (2) complete three (3) year terms, along with any partial term served to fill a vacancy on the Board; In addition, a trustee may serve two (2) complete two (2) year terms as Vice President, along with any partial term served to fill a vacancy in that office; and a trustee may serve two (2) complete two (2) year terms as President along with any partial term served to fill a vacancy in that office.
Section 3. The officers of the Association shall be elected to serve for a period of two years or until a successor is named, the selection to be by a plurality vote of all members present at the annual meeting or by their duly appointed representatives.
Section 4. Notwithstanding he provisions of Sections 2 and 3 of this Article VII, the members, by a majority vote present at the Annual Meeting, or a duly called special meeting, may extend the term of any Trustee, the President, or the Vice President, for an additional year. Extensions made according to this Section shall not exceed 3 years in aggregate for any Trustee or 2 years in aggregate for any President or Vice President.
Section 5. Each year at the annual meeting the President shall appoint a nominating committee to present a slate of nominees for all Officers and trustees whose terms are to expire, and such slates are to be presented at the Regular meeting of the Board of Trustees before being presented at the next annual meeting. The nominating committee shall consist of five members, no more than two of whom shall serve for two years, with not more than three to be trustees, and the president shall appoint the Chair of the nominating committee.
One of the slates to be presented by the nominating committee shall include nominees for all offices of the Association; the other slate shall be a list of nominees to succeed those trustees whose terms of office will expire at the time of the next annual meeting. It will be the duty of the Secretary to mail both slates to the entire membership together with a notice of the annual meeting at least three weeks prior to the date at which said slates will be voted upon. The notice shall contain the following paragraph:
“Any other members who qualify may be nominated as Officers or as Trustees by petition of any ten or more members in good standing. Petitions for these nominations must be received by the Secretary not later than one week before the annual meeting. No nominations from the floor will be permitted at the annual meeting. In the event of the nomination of more than one candidate for any office voting shall be by written ballot.”
Section 6. The Board of Trustees is authorized to fill by appointment the unexpired term of a trustee or officer who dies, resigns or is otherwise removed from office, such appointment to be by a plurality of the trustees.
Section 7. Immediately following the annual meeting or as soon thereafter as practical, a meeting of the trustees shall be held to consider all matters requiring their action or approval.
Section 8. Other meetings of the Board of Trustees may be called by the President or the Secretary or by any three trustees. Meetings of the Board of Trustees may be held by telephone conference or other electronic means if notice is sent by either mail or e-mail at least seven days before the meeting is held.
Section 9. The Officers of the Association shall be: a President, a Vice President, a Secretary and a Treasurer. Only the President and Vice President must be selected from the membership of the Board of Trustees.
Section 10. The duties of the Officers shall be those which usually pertain to their respective offices.
Section 11. Committees and Committee Chairs may be appointed by the President for such periods, have such authority and perform such duties as the Board of Trustees may from time to time determine and as required by law.
ARTICLE VIII. Quorum
Section 1. 50% + 1 of the total trustees shall constitute a quorum for the conduct of business at the Organizational and all Regular and Special Meetings of the Board of Trustees. In the event a meeting is called for the purpose of filling vacancies, and the existence of such vacancies makes it impossible to procure a quorum, a majority of the trustees then in office shall constitute a quorum for the purpose of filling such vacancies.
ARTICLE IX. Organization
Section 1. The President, or if absent, the Vice-President, or in the absence of both such officers, a trustee chosen by a majority of the Trustees present, shall act as Chairperson at each meeting of the Board of Trustees. The Secretary shall act as Secretary of the meeting, or in the absence of the Secretary, the Chairperson of the meeting shall select a Secretary of the meeting.
ARTICLE X. Action by the Board of Trustees
Section 1. Any corporate action to be taken by the Board of Trustees means action at a duly constituted meeting of the Board of Trustees. Except as otherwise provided by the applicable law or these By-Laws, the vote of a majority of the trustees present at the time of the vote shall be the act of the Board of Trustees. Each trustee shall have one vote.
ARTICLE XI. Indemnification
Section 1. The Association may, in the discretion of the Board of Trustees, indemnify up to the full extent authorized by law any person made or threatened to be made a party to any civil or criminal action or proceeding by reason of the fact that such person, his or her testator or intestate, is or was a member, committee member or employee of the Association or any subsidiary thereof, or is or was serving at the request of the Association as a trustee, Director, or Officer of another corporation, partnership, venture, trust or other entity.
ARTICLE XII. Seal
Section 1. The common and corporate seal shall be round, with the name of the Association. “The Shore Owners’ Association of Lake Placid” in the form of a circle on the outer edge, and the word “incorporated” inside the circle.
ARTICLE XIII. Annual Dues
Section 1. The annual dues shall be fixed by the Board of Trustees, payable not later than the annual meeting. A member who has failed to pay his dues by said date shall not be permitted to vote. Any member who has not paid for two successive years shall automatically be dropped as a member of the Association.
Section 2. All the interests in the Association of members resigning or otherwise ceasing to be members, shall be vested in the Association.
ARTICLE XIV. Changing By-Laws
Section 1. These By-Laws may only be amended at the annual meeting of members, a notice of the proposed amendment to the By-Laws shall be included in the notice of the annual meeting to be sent to the membership as provided in Article IV. Section 1.