By-Laws of Lee's Pond Association (as amended and adopted at meeting of 6/21/03)
1. Name
The name of the organization shall be Lee's Pond Association.
2. Non-profit Corporation
Lee's Pond Association is established as a non-profit corporation under the laws of the State of NH.
3. Purposes and Objectives
The purposes for which the organization is established shall be as stated in the Articles of Incorporation: "to conserve and protect and to promote understanding and comprehensive management of Lee's Pond, in the town of Moultonborough, NH, including the waters of Lee's Pond, its shoreline and its surrounding watershed ecosystems."
Objectives of the Association include, but are not limited to:
a. Monitoring the quality and condition of the Pond's waters.
b. Monitoring conditions on shoreline and adjacent lands that may have an impact on the Pond.
c. Informing the membership of current issues relating to the Pond.
d. Communication and coordination with owners of property located on the pond, but who are not members of the Association.
e. Undertaking remedial actions to protect the Pond.
f. Communication and coordination with other organizations, and state and local governments and agencies having similar purposes or which may have an impact on the Pond.
g. Communication and coordination with owners of property that may have an impact on the Pond.
4. Membership and Dues
All owners of lots, which border or have deeded legal access to Lees Pond, shall be entitled to become a member of the Association. For the purposes of these By-Laws, a lot will be considered to be any lot that has been properly subdivided and approved as one lot by the Moultonboro Planning Board and which borders on or has deeded legal access to Lees Pond. No other persons or entities shall be entitled to membership. Owners, so entitled to be a member, shall establish and maintain membership in the Association by payment of dues to cover the operational costs of the Association, as may be determined by the Association from time to time. Owners of more than one lot may be a member without paying dues for each additional lot owned, but shall be subject to a limitation of voting rights, as provided under the provisions of these By-Laws. Upon approval of the Association, the payment of dues may be waived.
Additional funds may be raised by the membership for special purposes as needed.
5. Meetings, Voting Rights And Quorum
A regular meeting of the Association shall take place on an annual basis. Such meeting shall be scheduled sometime during the months of June, July, August or September, at such reasonable time and place as may be designated by the President, and upon at least fourteen (14) days' notice prior to the date of said meeting.
Special meetings of the members may be called at any time for the purpose of considering matters which, by the terms of these By‑Laws, require the approval of the members or for any other reasonable purpose. Said meeting shall be called at such reasonable time and place designated by the President or a majority of members upon at least fourteen (14) days' written notice prior to the date of said meeting.
Notice and Contents of Notice. Notices of member meetings shall be sent to each member in a manner reasonably expected to reach such member, which may include by the consent of the member, by electronic mail. The Notice shall state the time and place thereof and the objects or purposes for which the meeting is called. Any such notice shall be deemed waived by any member who expressly waives the same in writing or who is present in person or by proxy at any such meeting.
The order of business at a meeting shall be as determined by the President, preferably including the following:
Determination of quorum or lack of quorum.
Minutes of last meeting.
President’s report.
Vice-President’s report.
Secretary’s report.
Treasurer’s report.
Committee reports.
Election of officers and standing committee members.
Unfinished business
New Business
Adjournment
At any meeting of the Association, only those members who have paid Association dues in full at the time of the meeting shall be qualified to vote ("Qualified Members"). Qualified Members shall be entitled to cast one (1) vote for each lot for which dues have been paid, subject to the following:
A member who owns multiple lots need not pay dues for each lot owned, however, the number of votes available to such a Qualified Member in any given year shall be limited to one (1).
Any members and guests of members may attend a meeting. Qualified Members may vote at such meeting in person or by written proxy, authorizing a designated person to exercise the Qualified Member's vote. Any Qualified Member may require a secret ballot to exercise a vote.
Quorum. At any meeting of the Association, the presence at the beginning of such meeting of Qualified Members together with those given proxies for Qualified Members constituting 30% of the Qualified Members' total voting power, shall constitute a quorum, but less than a quorum may transact business if Qualified Members holding at least a simple majority of the voting power subsequently assent to the decisions made at said meeting by signing a copy of the Minutes thereof to be filed with the records of the Association. When a quorum is present, unless otherwise provided in these By‑Laws, a simple majority of the Qualified Members total voting power present in person or by proxy shall decide any business brought before the meeting. Qualified Members unable to attend a meeting may vote by proxy, mail, fax or electronic mail.
6. Officers and Steering Committee
All Officers and Steering Committee Members must be members of the Association in good standing. Officers and Steering Committee Members shall be elected by Qualified Members at the Annual Meeting and shall serve a two year term. The Officers shall consist of President, Vice President, Secretary, and Treasurer. The Steering Committee shall consist of the four officers and at least one but no more than five other members. At least five of the members of the Steering Committee shall not be of the same immediate family or related by blood or marriage. A member in good standing may be appointed by the Steering Committee to fill a vacancy in an officer position or steering committee position until the next Annual meeting.
The management of the affairs of the Association, between meetings of the membership, shall be vested in the Steering Committee. The Steering Committee shall meet or communicate at such times and places and in such manner as may be determined by the Steering Committee, including via electronic conference, electronic mail or other electronic communication. A simple majority of the Steering Committee Members shall be required for the transaction of business. The Steering Committee shall not have the authority to commit Association funds for extraordinary expenditures in excess of funds authorized by the vote of Qualified Members for such extraordinary expenditures at an annual or special meeting. However, the Steering Committee shall have the authority to accept funds contributed for specific purposes and may expend such funds for such specific purposes, without further vote of the Association, providing that in the judgment of the Steering Committee, such expenditure is in keeping with the Purposes and Objectives of the Association, it doe not conflict with an express vote of the Qualified Members of the Association and that other Association funds are not committed for such expenditure.
Duties of Officers.
The President shall be the chief executive officer and shall preside at all meetings of the members and of the Steering Committee. The President shall have all of the powers and duties which are usually vested in the office of president of an a association, including but not limited to the power to sign all written contracts..
The Vice President shall act as advisor to the President and shall act as President when the President is absent.
The Secretary shall keep minutes of meetings, provide for notice of all meetings and handle all correspondence from organizations to the members and to any other organization.
The Treasurer shall keep a record of all bills and accounts and shall pay such bills as the President directs. Accounts shall be maintained by the Treasurer in financial institutions designated by the Steering Committee.
7. Amendments to By-Laws of the Association
Except for Article 8, these by-laws may be amended by a simple majority of the membership at an annual or special meeting of the membership after notice of the proposed changes have been sent to each member in a manner reasonably expected to reach such member, which may include by the consent of the member, by electronic mail. Members unable to attend may vote by mail, telephone, fax or other electronic communication.
8. All of the funds of the Corporation shall be irrevocably dedicated to the charitable and ecological purposes of the Association stated in the Articles of Incorporation. None of the funds shall ever be diverted to the private benefit of any of the members except to reimburse members for documented expenses incurred in the work of the Association. This section of the by-laws shall not be subject to amendment.
9. Indemnification
Every Steering Committee Member and every Officer of the Association shall be indemnified by the Association against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon such person in connection with any proceeding in which they may be a party, or in which they may become involved by reason of being or having been a Steering Committee Member or Officer of the Association, or with any settlement thereof, whether or not such person is a Steering Committee Member or Officer at the time such expenses are incurred, except in such cases wherein the Steering Committee Member or Officer is adjudged guilty of willful misfeasance or malfeasance in the performance of his duties; provided that in the event of a settlement the indemnification herein shall apply only when the Steering Committee has approved such settlement and reimbursement as being for the best interest of the Association, The foregoing right of indemnification shall be in addition to and not exclusive of all other, rights to which such Steering Committee Members or Officers may be entitled.
10. Liability for Breach of Fiduciary Duty. Note: this must be added to Articles of Agreement.
Any Steering Committee Member, officer, or both shall not be personally liable to the Association or its members for monetary damages for breach of fiduciary duty, except with respect to:
(1) Any breach of the director's or officer's duty of loyalty to the corporation or its members.
(2) Acts or omissions which are not in good faith or which involve intentional misconduct or a knowing violation of the law.
(3) Any transaction from which a director, an officer, or both, derived an improper personal benefit.
1. Name
The name of the organization shall be Lee's Pond Association.
2. Non-profit Corporation
Lee's Pond Association is established as a non-profit corporation under the laws of the State of NH.
3. Purposes and Objectives
The purposes for which the organization is established shall be as stated in the Articles of Incorporation: "to conserve and protect and to promote understanding and comprehensive management of Lee's Pond, in the town of Moultonborough, NH, including the waters of Lee's Pond, its shoreline and its surrounding watershed ecosystems."
Objectives of the Association include, but are not limited to:
a. Monitoring the quality and condition of the Pond's waters.
b. Monitoring conditions on shoreline and adjacent lands that may have an impact on the Pond.
c. Informing the membership of current issues relating to the Pond.
d. Communication and coordination with owners of property located on the pond, but who are not members of the Association.
e. Undertaking remedial actions to protect the Pond.
f. Communication and coordination with other organizations, and state and local governments and agencies having similar purposes or which may have an impact on the Pond.
g. Communication and coordination with owners of property that may have an impact on the Pond.
4. Membership and Dues
All owners of lots, which border or have deeded legal access to Lees Pond, shall be entitled to become a member of the Association. For the purposes of these By-Laws, a lot will be considered to be any lot that has been properly subdivided and approved as one lot by the Moultonboro Planning Board and which borders on or has deeded legal access to Lees Pond. No other persons or entities shall be entitled to membership. Owners, so entitled to be a member, shall establish and maintain membership in the Association by payment of dues to cover the operational costs of the Association, as may be determined by the Association from time to time. Owners of more than one lot may be a member without paying dues for each additional lot owned, but shall be subject to a limitation of voting rights, as provided under the provisions of these By-Laws. Upon approval of the Association, the payment of dues may be waived.
Additional funds may be raised by the membership for special purposes as needed.
5. Meetings, Voting Rights And Quorum
A regular meeting of the Association shall take place on an annual basis. Such meeting shall be scheduled sometime during the months of June, July, August or September, at such reasonable time and place as may be designated by the President, and upon at least fourteen (14) days' notice prior to the date of said meeting.
Special meetings of the members may be called at any time for the purpose of considering matters which, by the terms of these By‑Laws, require the approval of the members or for any other reasonable purpose. Said meeting shall be called at such reasonable time and place designated by the President or a majority of members upon at least fourteen (14) days' written notice prior to the date of said meeting.
Notice and Contents of Notice. Notices of member meetings shall be sent to each member in a manner reasonably expected to reach such member, which may include by the consent of the member, by electronic mail. The Notice shall state the time and place thereof and the objects or purposes for which the meeting is called. Any such notice shall be deemed waived by any member who expressly waives the same in writing or who is present in person or by proxy at any such meeting.
The order of business at a meeting shall be as determined by the President, preferably including the following:
Determination of quorum or lack of quorum.
Minutes of last meeting.
President’s report.
Vice-President’s report.
Secretary’s report.
Treasurer’s report.
Committee reports.
Election of officers and standing committee members.
Unfinished business
New Business
Adjournment
At any meeting of the Association, only those members who have paid Association dues in full at the time of the meeting shall be qualified to vote ("Qualified Members"). Qualified Members shall be entitled to cast one (1) vote for each lot for which dues have been paid, subject to the following:
A member who owns multiple lots need not pay dues for each lot owned, however, the number of votes available to such a Qualified Member in any given year shall be limited to one (1).
Any members and guests of members may attend a meeting. Qualified Members may vote at such meeting in person or by written proxy, authorizing a designated person to exercise the Qualified Member's vote. Any Qualified Member may require a secret ballot to exercise a vote.
Quorum. At any meeting of the Association, the presence at the beginning of such meeting of Qualified Members together with those given proxies for Qualified Members constituting 30% of the Qualified Members' total voting power, shall constitute a quorum, but less than a quorum may transact business if Qualified Members holding at least a simple majority of the voting power subsequently assent to the decisions made at said meeting by signing a copy of the Minutes thereof to be filed with the records of the Association. When a quorum is present, unless otherwise provided in these By‑Laws, a simple majority of the Qualified Members total voting power present in person or by proxy shall decide any business brought before the meeting. Qualified Members unable to attend a meeting may vote by proxy, mail, fax or electronic mail.
6. Officers and Steering Committee
All Officers and Steering Committee Members must be members of the Association in good standing. Officers and Steering Committee Members shall be elected by Qualified Members at the Annual Meeting and shall serve a two year term. The Officers shall consist of President, Vice President, Secretary, and Treasurer. The Steering Committee shall consist of the four officers and at least one but no more than five other members. At least five of the members of the Steering Committee shall not be of the same immediate family or related by blood or marriage. A member in good standing may be appointed by the Steering Committee to fill a vacancy in an officer position or steering committee position until the next Annual meeting.
The management of the affairs of the Association, between meetings of the membership, shall be vested in the Steering Committee. The Steering Committee shall meet or communicate at such times and places and in such manner as may be determined by the Steering Committee, including via electronic conference, electronic mail or other electronic communication. A simple majority of the Steering Committee Members shall be required for the transaction of business. The Steering Committee shall not have the authority to commit Association funds for extraordinary expenditures in excess of funds authorized by the vote of Qualified Members for such extraordinary expenditures at an annual or special meeting. However, the Steering Committee shall have the authority to accept funds contributed for specific purposes and may expend such funds for such specific purposes, without further vote of the Association, providing that in the judgment of the Steering Committee, such expenditure is in keeping with the Purposes and Objectives of the Association, it doe not conflict with an express vote of the Qualified Members of the Association and that other Association funds are not committed for such expenditure.
Duties of Officers.
The President shall be the chief executive officer and shall preside at all meetings of the members and of the Steering Committee. The President shall have all of the powers and duties which are usually vested in the office of president of an a association, including but not limited to the power to sign all written contracts..
The Vice President shall act as advisor to the President and shall act as President when the President is absent.
The Secretary shall keep minutes of meetings, provide for notice of all meetings and handle all correspondence from organizations to the members and to any other organization.
The Treasurer shall keep a record of all bills and accounts and shall pay such bills as the President directs. Accounts shall be maintained by the Treasurer in financial institutions designated by the Steering Committee.
7. Amendments to By-Laws of the Association
Except for Article 8, these by-laws may be amended by a simple majority of the membership at an annual or special meeting of the membership after notice of the proposed changes have been sent to each member in a manner reasonably expected to reach such member, which may include by the consent of the member, by electronic mail. Members unable to attend may vote by mail, telephone, fax or other electronic communication.
8. All of the funds of the Corporation shall be irrevocably dedicated to the charitable and ecological purposes of the Association stated in the Articles of Incorporation. None of the funds shall ever be diverted to the private benefit of any of the members except to reimburse members for documented expenses incurred in the work of the Association. This section of the by-laws shall not be subject to amendment.
9. Indemnification
Every Steering Committee Member and every Officer of the Association shall be indemnified by the Association against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon such person in connection with any proceeding in which they may be a party, or in which they may become involved by reason of being or having been a Steering Committee Member or Officer of the Association, or with any settlement thereof, whether or not such person is a Steering Committee Member or Officer at the time such expenses are incurred, except in such cases wherein the Steering Committee Member or Officer is adjudged guilty of willful misfeasance or malfeasance in the performance of his duties; provided that in the event of a settlement the indemnification herein shall apply only when the Steering Committee has approved such settlement and reimbursement as being for the best interest of the Association, The foregoing right of indemnification shall be in addition to and not exclusive of all other, rights to which such Steering Committee Members or Officers may be entitled.
10. Liability for Breach of Fiduciary Duty. Note: this must be added to Articles of Agreement.
Any Steering Committee Member, officer, or both shall not be personally liable to the Association or its members for monetary damages for breach of fiduciary duty, except with respect to:
(1) Any breach of the director's or officer's duty of loyalty to the corporation or its members.
(2) Acts or omissions which are not in good faith or which involve intentional misconduct or a knowing violation of the law.
(3) Any transaction from which a director, an officer, or both, derived an improper personal benefit.