By-Laws of the Lake Saint Catherine Conservation Fund, Inc. (as approved at the 7/27/19 L.S.C.C.F. Annual Meeting)
ARTICLE 1: Organization
1.1 Organization: This Lake Saint Catherine Conservation Fund, Inc. was incorporated by the Vermont Secretary of State as a not-for-profit corporation on June 3, 2010. The Lake Saint Catherine Conservation Fund, Inc. is hereinafter called the “LSCCF” in this document.
ARTICLE 2: Aims and Objectives
2.1 Aims and Objectives: The LSCCF is dedicated to achieving the highest quality of the Lake St. Catherine lake system (hereinafter called “Lake St. Catherine” or “the Lake”) through restoration to accustomed use, preservation, and maintenance. The LSCCF aims to enhance the water quality, fishing, boating safety, and aesthetic values of the Lake for the benefit of all who use the lake.
ARTICLE 3: Membership
3.1 Regular Member: A regular member is a person who owns property along the shoreline of Lake St. Catherine, or is a resident of Wells, Vermont or Poultney, Vermont, and has satisfied his dues requirement. Each member shall be entitled to one (1) vote. In the case of multiple ownership of a property, there shall be only one vote per property.
3.2 Commercial Member: A commercial member is a person or organization operating a business or holding title to more than two (2) rental units within five hundred (500) feet of the shoreline of Lake St. Catherine. A Commercial member shall be entitled to one (1) vote.
3.3 Associate Member: A person or organization that supports the LSCCF and its work, and is recognized by the Executive Committee, but does not qualify as a Regular or Commercial Member shall be considered an Associate Member. An Associate Member does not have the right to vote.
3.4 Duration of Membership: The duration of membership begins upon payment of dues and ends on the day the next dues payment is due.
ARTICLE 4: Dues and Service Charges
4.1 Due Dates: Dues are payable upon joining the LSCCF. Members renewing annual membership must have made payment by June 30 of each year.
4.2 Amount of Dues: The Board of Directors shall determine the amount of annual dues.
4.3 Extraordinary Charges: Members who receive special services for which they have previously agreed to pay shall make payment before such service is provided.
4.4 Other Contributions: Contributions from members beyond the regular dues amount, or contributions from other parties may be made to the LSCCF. Such donations are strictly optional and voluntary and have no effect on membership.
ARTICLE 5: Meetings
5.1 Annual Meeting: An annual meeting of the membership shall be held near the middle of the summer season of each year. The date, time, and location of such meeting shall be determined by the Board of Directors. The location will be reasonably accessible and convenient to all members in the area of Lake St. Catherine. Members shall be notified via email or postal mail by the Secretary or through newsletter at least 30 days in advance of an Annual Meeting.
5.2 Special Meeting: In addition to the Annual Meeting, a special meeting may be called by the Board of Directors, the President, or by written notification by a group of three (3) members. When so petitioned, the President shall notify the membership of the meeting within fourteen (14) days of such request, and provide the reason for such meeting. The meeting shall be held within fourteen (14) days of notifying the members.
5.3 Minutes: The Secretary shall keep written minutes of meetings of the Board of Directors and the Annual Meeting.
5.4 Annual Meeting Agenda: The Annual Meeting will be conducted according to an agenda set by the President. Such agenda must include (1) Request for comments on the minutes of the previous Annual Meeting and any intervening membership meetings; (2) Reports by Officers and Committee Chairpersons; (3) Financial year results, (4) the Current Budget; (5) Unfinished business; (6) Presentation of Candidates next year’s Board; (7) Election of New Directors; (9) New business, (10) Election of President and Vice-President. A period of comments from membership shall be held for as long as necessary for all to be heard. A time limit of no less than one minute for each comment may be set by the officer presiding over the meeting.
5.5 Rules of Conduct: Meetings will be held according to Robert’s Rules of Order insofar as such rules do not conflict with these by-laws.
5.6 Voting: At the discretion of the President, voting on any issue may be conducted by a show of hands or in writing. Proxy votes must be made in writing or by email, signed by the voting member, and presented to the Secretary at least five (5) days before the voting for verification of legitimacy.
5.7 Quorum: A quorum is defined as at least ten percent (10%) of the voting membership, and it is sufficient for voting on all business.
5.8 Cancellations: An Annual or Special meeting may be cancelled by the Board of Directors in the interest of the members’ safety or well-being due to some mitigating circumstance. When such cancellation occurs, the Board of Directors shall arrange for a new meeting to be held within thirty (30) days. Method of notification shall be in keeping with articles 5.1 and 5.2 above.
ARTICLE 6: Board of Directors
6.1 Board of Directors Defined: The Board of Directors shall include at least seven (7) members. The Board of Directors shall manage the business and affairs of the LSCCF, and may exercise all such powers and do all such acts and things as may be exercised or done by a corporation, subject only to the provisions of the law and of the LSCCF’s by-laws. For Board of Directors’ meetings, a quorum is defined as a majority of Directors.
6.2 Election of Directors: A slate of officers shall be presented by the Nominating Committee at the Annual Meeting. The names of the nominees will be listed on the notice of the Annual Meeting sent to all members. Additional nominations may also be made from the floor. The Directors shall be elected by a majority vote at that Annual Meeting.
6.3 Term of Directors: The term of office of each Director begins on the first day after the Annual Meeting at which he is elected. A Director serves for the term of one year but is eligible for re-election.
6.4 Removal of Directors: A Director found guilty of illegal activity, taking personal gain from LSCCF assets, or using LSCCF assets in a fraudulent manner may be recommended for removal by a majority vote of the Directors. Actual removal shall be determined by a two-thirds (2/3) vote of members at an Annual meeting or a special meeting.
6.5 Filling of Vacancies: Vacancies that occur within the Board of Directors may be filled by appointment by a majority vote of the Board of Directors. Such appointment shall continue until the next Annual Meeting.
6.6 Duties of Board of Directors: The Board of Directors shall execute all duties and responsibilities as defined in these by-laws. In addition, they may appoint committees and name the committee chairpersons.
6.7 Election of Officers: The President and the Vice President shall be elected by majority vote by members at the Annual Meeting and are to be selected from the newly elected Board of Directors. Within fourteen (14) days, the Board of Directors shall also appoint the Secretary and Treasurer, and the Secretary shall cause to be posted on the LSCCF website the names of all officers together with the names of other members of the Board of Directors.
6.8 Board Meetings: The Board of Directors shall meet at least ten (10) times annually, but also whenever called by the President, or upon the call of any three (3) members of the Board. Notice of the meeting shall be given orally in person, by telephone, or in writing at least seven days in advance of the meeting, except in cases deemed emergency by the President and at least two Directors. No meeting will be held unless a majority of the directors is present (a quorum).
6.9 Board Meeting Procedure: The procedure for Meetings of the Board of Directors shall be as appropriate to the business at hand. When possible, the agenda will include (1) minutes of the previous meeting, (2) reports by officers, (3) committee reports, (4) unfinished business, and (5) new business.
ARTICLE 7: Officers of the LSCCF
7.1 Officers: The officers of the LSCCF shall consist of a President, Vice President, Secretary and Treasurer. The Secretary and the Treasurer shall be appointed by the Board of Directors, and may be selected from among the Board of Directors or from the regular membership. An officer will hold his term until the next Annual Meeting. Officers may be re-elected by the Board of Directors.
7.2 Duties of the President: The President shall preside at all meetings of the Board of Directors and of the LSCCF membership and shall be the chief executive of the LSCCF. The President shall be an ex-officio member of all committees and perform such other duties as may be assigned by the Board of Directors.
7.3 Duties of the Vice President: The Vice President shall, in the absence or incapacity of the President, perform the President’s duties and exercise his powers.
7.4 Duties of the Secretary: The Secretary shall record and keep written minutes of meetings, as well as official correspondence of the Board of Directors and of the LSCCF, in such form and place as shall be designated by the Board, and a duplicate set of minutes, reports and records shall be prepared by the Secretary for, and kept by, the President. Unless such duties shall have been assigned or delegated by the President to others, the Secretary shall conduct the official correspondence of the LSCCF, give all notices of meetings of the LSCCF, send requests for dues to all residents eligible for membership and perform such other duties as may be assigned to the Secretary by the Board of Directors. The Secretary or his designee shall make public postings of Annual Meetings at least fourteen (14) days before such Annual Meetings take place. The Secretary shall appoint the Nominating Committee by soliciting regular members to serve thereon. In the absence of the Secretary at any meeting, a clerk pro-tem shall be appointed by the presiding officer.
7.5 Duties of the Treasurer: The Treasurer shall have custody of and be responsible for all money of the LSCCF, keep a full and accurate record of all receipts and disbursements, and render the account of all such transactions and report the condition of the treasury at such times as may be specified by the Board of Directors. The Treasurer shall make all necessary filings with federal and state tax authorities. The Treasurer shall prepare a budget for review and completion by the Executive Committee and adoption by the Board of Directors prior to the Annual Meeting. For each Annual Meeting, the Treasurer shall prepare a written summary of the current year’s budget and the financial condition of the LSCCF. The Treasurer shall not disburse any money of the LSCCF except in such manner, and for such purposes, as shall be approved by the Board of Directors or by an officer of the LSCCF who has been authorized by the Board to grant such approval. All disbursement checks must be signed by the Treasurer or another authorized signer listed on the LSCCF bank account. All disbursements in excess of $1,000 must have the approval of the Board of Directors.
7.6 Secretary-Treasurer: The offices of Secretary and Treasurer may be combined for administrative efficiency.
ARTICLE 8: Committees
8.1 Appointment: Committee members are appointed by the President with the approval of the Board of Directors. Members of committees may be removed for just cause by the Board of Directors after a review and hearing has been conducted. The President shall appoint the chairperson of each committee other than the Nominating Committee.
8.2 Standing Committees: The three standing committees are the executive, nominating, and audit.
- Executive Committee: The Executive Committee shall include the President, Vice President, Secretary, and Treasurer. The Secretary shall furnish minutes of all Executive Committee meetings to the directors as promptly as possible after each meeting. Any motion passed by the Executive Committee must be approved by the Board of Directors to become effective.
- Nominating Committee: The Nominating Committee, appointed by the secretary, shall consist of three (3) members, none of whom is a member of the Board of Directors. The chairman shall be elected by the committee. The committee is to prepare a slate of at least seven (7) candidates for election to the Board of Directors, and present such slate to the Secretary at least thirty (30) days prior to the Annual Meeting. The names of the nominees shall be made a part of the notice of the Annual Meeting displayed in the public posting. Any LSCCF member may obtain through the Secretary the names of the selections made by the committee at least fourteen (14) days before the next Annual Meeting.
- Audit Committee: The Audit Committee shall consist of two (2) or more members, no more than half of whom are members of the Board of Directors. The committee shall conduct, or cause to be conducted by an outside auditor as needed, an audit of the financial records of the LSCCF at the end of each fiscal year, and shall report the results thereof, in person and in writing, to the membership at the Annual Meeting. The committee shall be free to review financial reports required to be made by the LSCCF to any governmental or tax authority. The Audit Committee shall file copies of its audit report to the Board of Selectmen of the towns of Wells, Vermont, and Poultney, Vermont, within fourteen (14) days after presenting it at the Annual Meeting.
8.3 Other Committees: Committees shall be named and appointed to take charge of areas of interest or activity that are consistent with the LSCCF’s objectives.
8.4 Special Duties of Committee Chairs. At the direction of the President, each committee chair shall prepare and submit a budget request before June 1 of each year. Subsequent adoption of the annual budget by the Board of Directors will constitute authorization for the respective committees to spend up to a limit of $1,000 on any adopted budgeted item without further approval; provided, however, that the chairs shall review and approve all bills for disbursements connected with their committees’ affairs before submitting them to the Treasurer for payment.
Expenditures exceeding the $1,000 limit must be submitted to the Board of Directors for final approval. In the event that time constraints prevent the assembly of the board for the consideration of such large expenditure, then an email notification to all Directors and subsequent email vote shall suffice. In the event that an expenditure must be made in greater haste, the decision to make such expenditure shall be by unanimous agreement among the Committee Chair, the President, and the Treasurer. Board members shall be notified immediately by email of the disbursement.
Further, any contractual agreements proposed by a Committee must be approved by the Board.
ARTICLE 9: Fiscal Year
9.1 Fiscal Year. The LSCCF’s fiscal year shall be from July 1st to June 30th.
ARTICLE 10: Amendment of By-Laws
10.1 Amendment of By-Laws. These by-laws may be altered, amended or repealed by a two-thirds affirmative vote of those LSCCF members present in person or by proxy at any membership meeting, provided that the notice of such meeting shall have specified in general terms the substance of such proposed alteration, amendment or repeal.
ARTICLE 11: Dissolution
11.1 Dissolution of the LSCCF: The Board of Directors, by a two-thirds (2/3) affirmative vote of all directors, may recommend that the LSCCF be dissolved and that the question of such dissolution be submitted to a vote at a subsequent meeting of members. Notice of the meeting shall highlight the question of dissolution. At the meeting, a two-thirds (2/3) affirmative vote of members present and entitled to vote shall be required to approve a resolution of dissolution. Dissolution of the LSCCF shall not be final until the members, by majority vote, shall have approved the dissolution plan, either at a meeting or by a binding referendum.
ARTICLE 12: Conflict of Interest
12.1 Duty to disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given an opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
12.2 Determining whether a conflict of interest exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he / she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
12.3 Procedures for addressing the conflict of interest. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he / she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
After exercising due diligence, the governing board or committee shall determine whether the corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
12.4 Violation of the Conflicts of Interest Policy. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
If after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary or corrective action.