By-Laws

Of

Rainbow Lake Association, Inc.

Revised August 13, 2016

 

ARTICLE I - NAME

 

The name of this organization shall be "RAINBOW LAKE ASSOCIATION, INC." (The "Association").

 

ARTICLE II - MISSION STATEMENT

 

The Mission of the Association shall be to promote and support any and all activities which encourage the building of an ethic of stewardship and conservation of the Rainbow Lake watershed, its connecting and tributary waters.  The hope is that our own and future generations may continue to enjoy the advantages, benefits, and pleasures of living in the locality herein described.

 

ARTICLE III - MEMBERSHIP

 

Section 1.            Any person shall be eligible for active membership in the Association who subscribes in sincerity to the By-Laws of the Association.  Members shall be owners of Shoreline Property on Rainbow Lake and its connecting waters.

 

Section 2.            Voting member privileges shall be exercised only by dues paid members who are over 18 years of age, with a maximum of two (2) votes per Shoreline Property.

 

Section 3.            Any person who wishes to become a member and meets the obligations set forth in Article III, Section 1 above, but is not a Shoreline Property Owner may become an "Associate Member".

Associate Members shall have full membership privileges, with the exception that (I) they may not vote and (ii) they may not serve as a Director or Officer of the Association.

 

ARTICLE IV - GOVERNMENT

 

Section 1.            The general management and control of the affairs, funds and property of the Association shall be vested in the Officers and the nine (9) Directors; three (3) Directors to be selected each year by the general membership present at the August meeting.  The retiring President shall continue as a Director for an additional two (2) years.  Both the Officers and Directors shall be referred to as the "Board".

 

Section2.             A member of the Board must attend at least one (1) meeting a year, chair a committee, or be an active member of a committee, to remain a member of the Board.  A member of the Board shall be a Shoreline Property Member.  Any Director may resign at any time and, unless otherwise stated therein, such resignation shall take effect upon receipt by the President or Secretary of written notice thereof.  Any Director may be removed without cause being assigned at any meeting of the Board by the concurring vote of a majority of all the Directors.

 

ARTICLE V - REVENUE

 

The amount of Annual Dues of the Association shall be determined and proposed by the Board at any meeting of the Association, and requires approval by two-thirds (2/3) vote of the General Membership present.  Assessed dues will be the same for all members.

 

ARTICLE VI - OFFICERS

 

Section 1.            The Officers of the Association shall be a President, a Vice President, a Treasurer, and a Secretary, to be elected at the August meeting by the General Membership present for a two (2) year term.  All Officers shall be Directors.

 

Section 2.            The Directors, at the August meeting, shall be elected for three (3) year terms.  However, when need arises, lesser terms may be indicated to keep the Board balanced among members with three (3) year, two (2) year and one (1) year tenure.

 

ARTICLE VII - AMENDMENTS

 

Amendments to the By-Laws may be proposed at any meeting of the Association.  The Board will then review the proposed amendments and make a recommendation to approve or disapprove the proposal.  The proposed amendments will be presented to the General Membership at the next general meeting for a vote.  Approval of amendments will require a two-thirds (2/3) vote of the general membership present.

 

ARTICLE VIII - THE BOARD

 

The powers of "The Board" shall be as follows:

 

Section 1.            To do any and all such acts as shall be necessary, reasonable, or proper for the protection or advancement of the interests of the Association or the conduct of its affairs and as shall be consistent with the By-Laws.

 

Section 2.            The Board shall have the power to fill any vacancy that may occur on the Board whether they are Officers or Directors.

 

ARTICLE IX - DUTIES OF OFFICERS

 

Section 1.            The President shall call to order and preside at all meetings of the Association and of the Board.  The President shall appoint all committee chairpersons, and shall ex-officio be a member of each committee, and shall, in general, have those powers to perform those duties customary to the office of President of an association of this kind.

 

Section 2.            The Vice President shall have such powers and shall perform such duties as may be assigned to him or her by the Board or the President.  In the absence or disability of the President, all of his or her power shall be vested in and all of his or her duties shall be performed by the Vice President in the order of priority established by the Board or, until the Board shall otherwise direct, by the President.           

 

Section 3.            The Secretary shall conduct the correspondence of the Association, notify members and the Board of all meetings, keep minutes of meetings of the Association and the Board and shall, in general, perform those duties customary to the office of Secretary of an association of this kind.

Section 4.            The Treasurer shall receive all monies of the Association and deposit the same in the name of the Association as directed by the Board and under the direction of the Board, shall disburse the funds of the Association by checks drawn and signed by the Treasurer.  As chairperson of the Budget Committee, the Treasurer shall submit, first to the Board, and then to the general membership a budget to be approved for the following year.  The Treasurer shall keep regular accounts and submit the same to the Board at the August meeting or whenever requested by the President, and shall in general perform those duties customary to the office of the Treasurer of an association of this kind.

 

ARTICLE X - COMMITTEES

 

Section 1.            The Nominating Committee will consist of an uneven number (minimum of three (3))

Volunteers from the general membership who have identified themselves to the Board at the August meeting for service the following year and may include Directors.  Members of this committee will select a chairperson.

 

Section2.             The Nominating Committee will present a slate at the following July meeting, consisting of a least one (1) candidate for each vacancy to be filled.  Any voting member may make a competing motion from the floor.

 

ARTICLE XI - MEETINGS

 

Section 1.            The Board shall meet at least one (1) week prior to a General Membership meeting.

 

Section 2.            There shall be two (2) General Membership meetings each year; one to be held on the 2nd Saturday of July, and the second meeting to be held on the 2nd Saturday of August. Notwithstanding anything contained herein to the contrary, the Board may, with a majority vote of its Directors, move the General Membership meetings to any Saturday or Sunday in either July or August.

 

Section 3.            The president may call a meeting of the Board at any time.

 

Section 4.            Directors may participate in a meeting of the Board by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time.  Participation by such means shall constitute presence in person at a meeting.  The Board may also take action by written consent, including without limitation, email.  Such written consent must receive at least a majority of the Directors' approval.

 

ARTICLE XII - ABSENTEE BALLOTS

 

Absentee ballots for the elections of Officers and Directors as well as Amendments to these By-Laws will be accepted by mail.  All absentee ballots must be signed, dated, and placed in a sealed envelope and mailed to the Secretary of the Association.

 

ARTICLE XIII - COMMENTS/COMPLAINTS

 

Any member is entitled to make a comment or complaint regarding activities affecting the general purpose of the Association.  The comments or complaints must be made in writing and signed or submitted in person to the Board.  The Board will review and determine what action, if any, is appropriate and will notify the member in writing of its findings.

ARTICLE XIV - QUORUM

 

Section 1.            A majority of directors shall constitute a quorum of the Board.

 

Section 2.            Thirty (30) voting members shall constitute a quorum at any General Membership meeting of the Association.

 

ARTICLE XV - AFFILIATION

 

The Board shall, in its discretion, affiliate and/or cooperate with other associations of this kind, which are now formed or may be formed in the Adirondacks; as well as Department of Environmental Conservation, Law Enforcement agencies, New York State Conservation Commission, and the Town Boards of Franklin and Brighton, in whose areas the waters of Rainbow Lake are located.

 

ARTICLE XVI - EXPENDITURE

 

The Board shall be limited to a maximum expenditure as set forth by a two-thirds (2/3) vote of the General Membership present.

 

ARTICLE XVII - DISSOLUTION OF ASSOCIATION

 

In the event it becomes necessary to dissolve the Rainbow Lake Association, all funds left in the treasury will be divided among local 501 © 3 Tax exempt charities.  The Board will decide which charities will receive the money.

 

 

The revised By-Laws were approved by a majority vote of the Membership at the August 13, 2016 meeting and amended August 12, 2017.