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.