Saratoga
Lake Association Proposed By-Laws: 2006 Revised
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| Article 1:
Definition and Purpose |
| The Saratoga Lake
Association (hereafter called the Association) is a
Not-for-Profit Organization. The Association’s
purpose is to promote and enhance the health, safety,
sanitation, recreation and environmental quality of
Saratoga Lake and its extensive watershed. |
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| Article 2: Fiscal
Year |
| The fiscal year of the
Association runs from January 1 through December 31. |
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| Article 3:
Membership |
| 3.1 |
Eligibility |
Membership is
open to adults (i.e., persons aged 18 and over)
who support the purpose of the Association. |
| 3.2 |
Types of
Membership |
There are two
types of memberships: Individual, and Family. |
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| Article 4: Voting |
| 4.1 |
Eligibility |
Members must have
paid the current year’s dues no later than
10 days before the meeting. |
| 4.2 |
Voting by Family
Memberships |
Family
memberships can cast only one vote. The
person casting the vote is designated by the
family and must be a member of the family unless
an adult member of the family designates a proxy
before the meeting. |
| 4.3 |
Proxy Votes |
Any member
eligible to vote can be represented by
proxy.Persons can cast up to three proxy
votes.The secretary must receive a written copy
of the request designating the proxy before the
meeting begins. |
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| Article 5: Board
of Directors |
| 5.1 |
Number of
Directors |
The Board of
Directors (hereafter called the Board) is
comprised of up to eleven members, but may be
expanded as needed. |
| 5.2 |
Term |
Board terms begin
at the conclusion of the annual meeting following
election and expire in three years at the
conclusion of the annual meeting. If a Board
member misses three consecutive Board meetings,
then his/her position is considered vacant unless
the Board votes otherwise. |
| 5.3 |
Selection of
Members |
Members of the
Board shall be elected from the voting membership
at the annual meeting. |
| 5.3.1 |
Number of
Vacancies |
The number of
Board positions to be elected at the annual
meeting equals eleven minus the number of Board
members who are slated to and agree to continue
on the Board after the annual meeting. |
| 5.3.2 |
Nominating
Committee |
The Board
designates a nominating committee for selecting
members who would like to run for Board positions
at the annual meeting. Board members whose
positions expire at the annual meeting may run
for a Board position. Regardless of the
nominating committee, any voting member can be
nominated from the floor at the annual meeting. |
| 5.3.3 |
Election
Facilitator |
When the number
of candidates is equal or less than the number of
open positions, a simple vote for the entire
slate may be taken, without objection. If there
are more candidates than open positions, then the
Secretary shall run the Board election. If the
secretary is unavailable then a Board member
chosen by the President shall run the Board
election. The President may not vote in the Board
election. |
| 5.3.4 |
Election Process |
The board
election begins by having all candidates
introduce themselves. Once the introductions are
completed, a written ballot will be held. Members
and proxies will be given ballots to vote for as
many candidates as there are open positions.
Candidates with the highest votes shall become
board members. Any ties shall be run off as
separate elections by show of hands. Those voting
proxies shall stand until counted. If ties still
remain, the president shall select the winning
candidate or candidates. |
| 5.4 |
Vacancies Between
Annual Meetings |
Vacancies
occurring on the Board between annual meetings
may be filled by election at Board meetings. Only
Board members can vote. Any voting member can
nominate a willing voting member at this meeting.
The term for persons elected in this manner
expires at the conclusion of the next annual
meeting. |
| 5.5 |
Eligibility |
Saratoga Lake
Protection and Improvement District (SLPID)
Commissioners are not eligible to run for Board
positions. The term of Board members who
subsequently become SLPID Commissioners expires
when they assume their Commissioner positions. |
| 5.6 |
Officers |
President, Vice
President, Secretary, and Treasurer |
| 5.6.1 |
Election of
Officers |
The Board shall
elect officers of the Association at their first
meeting following the annual meeting. The
officers shall serve for one year, unless
re-elected by the Board. The President and Vice
President must be Board members. The Treasure and
Secretary need not be Board members. |
| 5.6.2 |
Vacancy in Office |
A vacancy in the
Office shall be filled by election of the Board. |
| 5.7 |
Annual Budget |
The Board shall
present a budget for the next fiscal year for
membership approval at the annual meeting. The
budget shall include any proposed changes in
dues. |
| 5.8 |
Spending
Authority of the Board |
The Board is
authorized to approve all expenditures of the
organization. The Board must approve expenditures
before checks are written. In unusual
circumstances, approval can be obtained by
polling all available Board Members between Board
meetings. A quorum vote is required. |
| 5.9 |
Board Meetings |
The Board shall
hold at least six scheduled Board meetings a
year. |
| 5.10 |
Committees |
The Board shall
establish and maintain committees as needed.
Committee Chairs need not be Board members. |
| 5.11 |
Communications |
The Board will
communicate with members through mail, e-mail,
newsletters, phone calls, web site announcements,
and meetings, as appropriate. |
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| Article 6.
Officers of the Association |
| 6.1 |
Duties |
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| 6.1.1 |
President |
The President
shall preside at general meetings (the annual
meeting is a general meeting) and at Board
meetings. The President can vote only to break
ties at general meetings. The President can vote
at Board meetings. |
| 6.1.2 |
Vice President |
The Vice
President shall perform the duties of the
President when the President is absent or can no
longer perform his/her duties. |
| 6.1.3 |
Secretary |
The Secretary
shall record minutes of general meetings and
Board meetings. He/she shall distribute minutes
to the Board, enable correspondence, and run the
Board election at the annual meeting. |
| 6.1.4 |
Treasurer |
The Treasurer
shall keep an account of all monies received and
expended for use of the Association. He/she shall
deposit all sums received in bank accounts
approved by the Board. He/she shall make a report
at the annual meeting for membership approval.
This report shall include a summary of activity
since the previous annual meeting. |
| 6.2 |
Authorizing
Signatures |
All financial
matters are under the supervisory control of the
Board. The Treasurer is authorized to sign
checks. The President or Vice President is
authorized to sign checks in the absence of the
Treasurer. The Board can authorize other persons
to sign checks as needed. |
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| Article 7
Meetings |
| 7.1 |
Notice of
Meetings |
All meetings of
the general membership must be announced by
postal mail, e-mail, or phone contact to each
member. This notice must be posted at least 10
days before the meeting. The Board can call
emergency meetings of the general membership with
less notification under unusual circumstances. |
| 7.2 |
Annual Meeting |
The annual
meeting shall be held in June, July, or August as
determined by the Board |
| 7.2.1 |
Auditing
Committee |
An Auditing
Committee shall be elected at each Annual
Meeting. The Auditing Committee shall have three
members, all of whom are voting members but at
least two of whom are not Board members. The
auditing committee shall examine the financial
activities of the Association to determine if
there were irregularities in how funds were
spent. The Auditing Committee shall report its
findings to the Board and shall make a report at
the Annual Meeting. A professional auditor or
accountant may be hired to do the audit if a
committee cannot be created or cannot perform the
task. This professional person may not be a Board
member. |
| 7.3 |
Member Called
Meetings |
A petition to
hold a special meeting can be submitted by the
lesser of 30 voting members or 10% of the voting
membership. Persons requesting such meetings are
responsible for all costs, agenda, and meeting
notifications. The President presides over such
meetings. |
| 7.4 |
Quorums |
A quorum for
voting by the general membership is the lesser of
30 voting members or 10% of the voting
membership. A quorum for voting at Board meetings
is five Board members. In unusual circumstances,
Board members can attend Board meetings via cell
phones or similar electronic means. Such
attendance must be reported at the annual
meeting. |
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| Article 8
Amendments to Bylaws |
| The bylaws may be amended
by majority vote at two consecutive general meetings held
at least 14 days apart. The notice of the second meeting
must be mailed or e-mailed to all members. The exact
wording of the amendment must be mailed at least 10 days
before the second meeting or published on the
Association’s website at least 7 days before the
second meeting. Except for grammatical or spelling
errors, the vote for approval at the second meeting must
use the exact wording that was approved at the first
meeting |
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| Article 9 Rules
of Order |
| If ten or more members
disagree with how a general meeting is being run, then
the portion of the meeting under objection shall be
conducted in accordance with Roberts Rules of Order. If
three or more Board Members disagree with how a Board
meeting is being run, then the portion of the meeting
under objection shall by conducted in accordance with
Roberts Rules of Order. |