georges pond association bylaws

Adopted August 12, 2018

1.     Purpose:  The Corporation (GPA) is organized to operate exclusively for charitable, scientific and educational purposes (within the meaning of Section 501(c)(3) of the Internal Revenue Code), specifically:

a)     To protect and enhance the water quality of Georges Pond

b)    To preserve its ecological, economic, recreational and aesthetic value

c)     To promote responsible land use practices and monitor water quality

d)    To carry on activities permitted by exempt organizations under Section 501(c)(3) of the Internal Revenue Code, as amended.

2.     Board of Directors (BOD)

a)     Responsibilities: The Board of Directors shall establish practices for this nonprofit corporation and provide for the election of the Board of Directors and the Officers.

b)    Number: There shall be at least six (6) members of the Board of Directors, but no more than fifteen (15).

c)     Term: Each Director shall serve for a term of three (3) years.  Terms should be staggered such that there is a minimum of two BOD terms expiring each year.  A person may serve for more than one term.  Ideally, a director will not serve for more than three (3) consecutive terms in order to increase and broaden corporate governance.

d)    Election: At least two (2) members shall be elected to the Board of Directors each year at the Annual Meeting of the Georges Pond Association.  Candidates receiving the most membership votes for each position shall be elected to that position.

e)     Nomination: A Nominating Committee appointed by the President, shall prepare a slate of candidates for the Board of Directors at least 30 days prior to the Annual Meeting.  Nominations may also be made at the Annual Meeting according to the Agenda.

f)     Quorum: 50% of the members of the Board of Directors shall constitute a quorum.

g)     Voting: For all matters coming before the Board of Directors, a majority vote of those present at a meeting (in person or by phone) at which a quorum is present shall govern.  Proxy (by delegation) voting is not allowed.

h)    Vacancy: In the event of a vacancy on the Board of Directors, the President shall have the right to appoint another Director to serve until the next Annual Meeting.

i)      Qualification: A person must be recognized as a member in good standing of the Georges Pond Association to be a member of the Board of Directors.

j)      Disqualification – Three consecutive (3) absences from meetings of the Board of Directors shall constitute grounds for disqualification.

k)    Termination: Two-thirds (2/3) of the Board of Directors shall have the authority to terminate a person’s position on the Board of Directors.  Good cause for termination is not required.

l)      The outgoing President will serve on the Board for a term of one-year ex-officio to ensure continuity, but may also be elected to another full three (3) term.

m)   Ideally, the Board of Directors shall have members who represent a range of experience and location on Georges Pond, specifically:

                        i.         Experience of a) 10 years or less, b) 10 to 25 years and c) more than 25 years

                       ii.         Areas of Georges Pond with access via a) Georges Pond Road, b) South Shore Colony Road and c) Cousins Road

3.      Officers

a)     Officers:  The officers shall consist of a President, one or more Vice-Presidents and Secretaries and a Treasurer.

b)    Term: The officers shall serve for a term of one (1) year. Officers may be elected to serve for more than one term.  Ideally, officers should not serve in any one position for more than five (5) consecutive years, in order to increase and broaden corporate governance.

c)     Elections: The officers shall be elected from the Board of Directors by the Board of Directors following the Annual Meeting.

d)    Duties:  The duties of the officers shall be such as are implied by their respective titles.

                        i.         President: The President shall preside over all meetings and may attend all committee meetings.  The President shall appoint all committees and shall be an ex-officio member of all committees.

                       ii.         Vice-President(s): The Vice President shall preside in the absence of the President.  In the absence of both the President and Vice-President, a member of the Board shall be chosen to act temporarily.

                     iii.         Secretary(ies): The Secretary shall keep the roll of members, the minutes of all meetings, and shall maintain committee reports.  The Secretary shall also tend to all correspondence designated by the Board.

                     iv.         Treasurer: The Treasurer shall collect the dues, all other monies, pay the bills and oversee the filing of all appropriate government reports and forms.  The Treasurer shall maintain an itemized account of all receipts and disbursements.  The Treasurer shall present an Annual Financial Report to the membership at the Annual Meeting.   Authority for payment of Association obligations for routine matters such as postage, stationery, etc. in amounts up to $200 is granted to the Treasurer without further approval.  Expenditures above $200 will require Board approval.

4.     Membership

a)     Qualifications:  Membership shall be open to all persons who support the purpose of this non-profit corporation.  Any person, family or entity contributing membership dues shall be recognized as a member, subject to the discretion of the Board of Directors.

b)    Dues:  The amount of membership dues shall be established by the Board of Directors.

c)     Term:  The term of membership will be determined by the schedule of dues established by the Board of Directors and paid by the member.  Dues paid for annual membership shall provide membership privileges for the calendar year in which and for which the dues were paid.

d)    Voting: Every person having paid current an annual dues membership amount shall be entitled to one vote.  When deemed appropriate, voting will be done by written (closed) ballot; otherwise a show of hands will suffice. Proxy (by delegation) voting is not allowed.

5.     Anti-Discrimination and Harassment Policy

a)     GPA will not discriminate in employment, recruitment, advertisements for employment, compensation, termination, upgrading, promotions, and other conditions of employment against any employee or job applicant on the bases of race, creed, color, national origin, gender or sexual orientation.

b)    GPA is committed to providing a work environment that is free from harassment.  Harassment based upon an individual’s gender, sexual orientation, race, ethnicity, national origin, age, religion or any other legally protected characteristics will not be tolerated. All employees, including supervisors and other management personnel, are expected and required to abide by this policy.  No person will be adversely affected in employment with the GPA as a result of bringing complaints of unlawful harassment.

6.     Meetings

a)     Annual Meeting:  The Annual Meeting of the membership of the Georges Pond Association shall be held during the months of July and August each year, alternating each year to allow more property owners to attend.  Notice should be posted more than fourteen (14) days prior to the date of the Meeting.  A Quorum shall be considered established for the Annual Meeting if a majority of the Board of Directors is present (a majority of GPA membership is not required to establish a quorum).

b)    Special Meetings: the President may call special Meetings of the Georges Pond Association with fourteen (14) days notice.  The notice shall specify the purpose of the Special Meeting.

c)     Other meetings will be scheduled and held as needed and determined by the Board of Directors.

d)    Robert’s Rules of Order shall prevail at all meetings.

7.     Amendments

a)     Procedure: The By-laws may be amended by a majority of the members of the Georges Pond Association at an Annual Meeting.