Constitution and By-Laws
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LAKE CARMI CAMPER'S ASSOCIATION CONSTITUTION & BY-LAWS Adopted July 25, 1961 Amended/Revised August 8, 1979; August 9, 1997; July 11, 2009; June 10, 2011; August 3, 2013; August 11, 2018; September 1, 2021 |
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Article I – Membership Membership in this corporation (sometimes referred to herein as the "Association") is open to all adults who are interested in the promotion of the general purposes of the association, upon payment of annual dues. Dues are set annually by the Board of Directors. Article II – General Section 1.1 Offices. The principal offices of the Association shall be in Franklin, Vermont. Section 1.2 Name and Purpose. The name of the Association shall be Lake Carmi Camper's Association, Incorporated. The Association is a nonprofit corporation dedicated to conserving our unique natural resources, improving and enhancing the quality of life and the environment, for all Lake Carmi residents and visitors. In cooperation with local and state authorities, the association shall provide educational, cultural and recreational activities, as well as, water quality management and safety education initiatives. Further, the association will provide a medium through which information and educational programs and materials may be distributed throughout the community. Article III – Directors Section 3.1 Powers. Accept as otherwise provided by law, the Constitution or these By-Laws, the business and affairs of the Association shall be managed by a Board of Directors (sometimes referred to herein as the "Board") that may exercise all the powers of the Association. Section 3.2 Number, Election and Term of Office. The Board shall consist of no more than thirteen (13) members, or a number determined by a vote of the Board. Directors shall be elected to three-year terms. Directors shall be elected at the annual meeting of the Association or at any special meeting held in lieu thereof. The respective terms of the directors shall be for three (3) years. No director shall serve more than three consecutive terms unless the Board, due to extenuating circumstances and by a vote in the majority waives this provision. Section 3.3 Vacancies. All vacancies on the Board occurring between annual meetings (except the President) may be filled on the recommendation of the President, with the approval of the Board. The appointed Director / Officer must run for election at the next Annual Meeting. Section 3.4 Resignation. Any Director may resign by giving written notice to the President or Secretary. Such resignation shall take effect at the time or upon the event specified therein, or, if none is specified, upon receipt. Unless otherwise specified in the resignation, its acceptance shall not be necessary to make it effective. Section 3.5 Removal. A Director may be removed from office for cause, after reasonable notice and opportunity to be heard, or without cause, in either case, by vote of two-thirds of the Board. Section 3.6 Regular Meetings. Regular meetings of the Board may be held at such time and place as the Board may determine. Any Director not present at the time of determination shall be advised, in writing or electronically, of any such determination. A quorum of the Board shall consist of one or more than half the Board. Section 3.7 Committees. To interpret and to implement the purposes and programs of the association, committees may be appointed by the President. Committees shall report to the Board. Committees shall choose their own Chair, unless appointed by the President. Article IV – Officers Section 4.1 Officers. The officers of the Association shall consist of a President, Vice -President, Treasurer and Secretary. Section 4.2 Election and Term of Officers. Officers shall be elected by the Board at its Annual Meeting or at any special meeting held in lieu of the annual meeting. The respective terms of the officers shall be for two (2) years. No officer shall serve more than three consecutive terms unless the Board, due to extenuating circumstances and by a vote in the majority waives this provision. All officers shall hold office until their successors are chosen and qualified. Section 4.3 President. Unless the Board otherwise determines, the President shall be the chief executive officer of the Association. The President shall have the general control and management of the Association's business and affairs and shall have authority to sign checks. The President shall preside at all meetings of the Board. Section 4.4 Vice President. The Vice President shall perform such of the duties of the President on behalf of the Association as may be respectively assigned to her or him by the President or the Board. The Vice President shall automatically assume the role of President in the absence of the President. Section 4.5 Treasurer. The Treasurer shall be the principal financial officer of the Association. The Treasurer shall have custody and control over all funds of the Association and maintain full and adequate accounts of all moneys received and paid by her or him on account of the Association and, subject to the control of the Board, shall discharge all duties incident to the office of Treasurer. The Treasurer shall have authority, in connection with the normal business of the Association, to sign checks, contracts, bids and any other documents when required. Section 4.6 Secretary. The Secretary shall be the principal recording officer of the Association. The Secretary shall discharge all duties incident to the office of Secretary. The Secretary shall record all proceedings of the Board and, upon request, any committees appointed by the Board. Proceedings will be recorded either manually or electronically. The Secretary shall also maintain correspondence of the association by writing letters and engaging in other public relations activities, as directed by the Board. Section 4.7 Resignation. Any officer may resign by giving written notice to the President or Secretary. Such resignation shall take effect at the time or upon the event specified therein, or, if none is specified, upon receipt. Unless otherwise specified in the resignation, its acceptance shall not be necessary to make it effective. Section 4.8 Removal. An officer may be removed from office for cause, after reasonable notice and opportunity to be heard, or without cause, in either case, by vote of two-thirds of the Board. Article V-Executive Committee Section 5.1 Executive Committee. The executive committee of the Association shall consist of the President, Vice -President, Treasurer and Secretary. In the event of a tie vote within the Executive Committee the President will cast the deciding vote. Section 5.2 Duties. The executive committee has special responsibilities and authorities above all committees. The executive committee can act on behalf of the full Board. Its primary purpose is to facilitate decision making between Board meetings or in urgent and crisis circumstances. The executive committee may also act as a communication link where the dissemination of critical information is warranted. Section 5.3 Oversight. The executive committee is defined by the by-laws, not the committee itself. The executive committee reports to the Board. It cannot replace the full board. All decisions of the executive committee should be confirmed by the full Board in the board's next meeting. Section 5.4 Limitations. To avoid delegating essential powers away from the full Board, the executive committee shall not amend by-laws, elect, or remove Board members, remove/replace the President nor approve or change the budget. Article VI-Annual Meeting Section 6.1 Meetings. There shall be an annual meeting of the Association during the summer of each year on a date and at a location to be selected by the Executive Committee. Business at the annual meeting shall include the election of Directors and to hear reports of officers and committees and any other business. Meetings shall be held in person unless factors affecting the health and safety of the membership requires the meeting be held virtually. Notice of the meeting date and location shall be provided to the membership no less than ten (10) days prior to the meeting. Section 6.2 Quorum. The executive committee may declare the assembled membership at the annual meeting, a quorum. A quorum of the executive committee shall be established with one or more than half of the committee. Article VII-Amendments These by-laws may be amended, supplemented, or otherwise added to or repealed, in whole or in part, by vote of a majority of the members in attendance at the annual meeting. Article VIII-Dissolution The Board, by vote of a majority of the directors then in office, may authorize a petition for dissolution with the appropriate authorities. The petition shall set forth, in substance, the grounds of the application for dissolution and request the authority to authorize the administration of the funds of the Association for such public charitable purposes similar to those of the Association as the authority may determine. Article IX-Roberts Rules of Order Robert's Rules of Order shall be the governing regulation for the conduct of any business of this Association not covered by these by-laws. |
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LAKE CARMI CAMPER'S ASSOCIATION CONSTITUTION & BY-LAWS Adopted July 25, 1961 Amended/Revised August 8, 1979; August 9, 1997; July 11, 2009; June 10, 2011; August 3, 2013; August 11, 2018; September 1, 2021 |
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Article I – Membership Membership in this corporation (sometimes referred to herein as the "Association") is open to all adults who are interested in the promotion of the general purposes of the association, upon payment of annual dues. Dues are set annually by the Board of Directors. Article II – General Section 1.1 Offices. The principal offices of the Association shall be in Franklin, Vermont. Section 1.2 Name and Purpose. The name of the Association shall be Lake Carmi Camper's Association, Incorporated. The Association is a nonprofit corporation dedicated to conserving our unique natural resources, improving and enhancing the quality of life and the environment, for all Lake Carmi residents and visitors. In cooperation with local and state authorities, the association shall provide educational, cultural and recreational activities, as well as, water quality management and safety education initiatives. Further, the association will provide a medium through which information and educational programs and materials may be distributed throughout the community. Article III – Directors Section 3.1 Powers. Accept as otherwise provided by law, the Constitution or these By-Laws, the business and affairs of the Association shall be managed by a Board of Directors (sometimes referred to herein as the "Board") that may exercise all the powers of the Association. Section 3.2 Number, Election and Term of Office. The Board shall consist of no more than thirteen (13) members, or a number determined by a vote of the Board. Directors shall be elected to three-year terms. Directors shall be elected at the annual meeting of the Association or at any special meeting held in lieu thereof. The respective terms of the directors shall be for three (3) years. No director shall serve more than three consecutive terms unless the Board, due to extenuating circumstances and by a vote in the majority waives this provision. Section 3.3 Vacancies. All vacancies on the Board occurring between annual meetings (except the President) may be filled on the recommendation of the President, with the approval of the Board. The appointed Director / Officer must run for election at the next Annual Meeting. Section 3.4 Resignation. Any Director may resign by giving written notice to the President or Secretary. Such resignation shall take effect at the time or upon the event specified therein, or, if none is specified, upon receipt. Unless otherwise specified in the resignation, its acceptance shall not be necessary to make it effective. Section 3.5 Removal. A Director may be removed from office for cause, after reasonable notice and opportunity to be heard, or without cause, in either case, by vote of two-thirds of the Board. Section 3.6 Regular Meetings. Regular meetings of the Board may be held at such time and place as the Board may determine. Any Director not present at the time of determination shall be advised, in writing or electronically, of any such determination. A quorum of the Board shall consist of one or more than half the Board. Section 3.7 Committees. To interpret and to implement the purposes and programs of the association, committees may be appointed by the President. Committees shall report to the Board. Committees shall choose their own Chair, unless appointed by the President. Article IV – Officers Section 4.1 Officers. The officers of the Association shall consist of a President, Vice -President, Treasurer and Secretary. Section 4.2 Election and Term of Officers. Officers shall be elected by the Board at its Annual Meeting or at any special meeting held in lieu of the annual meeting. The respective terms of the officers shall be for two (2) years. No officer shall serve more than three consecutive terms unless the Board, due to extenuating circumstances and by a vote in the majority waives this provision. All officers shall hold office until their successors are chosen and qualified. Section 4.3 President. Unless the Board otherwise determines, the President shall be the chief executive officer of the Association. The President shall have the general control and management of the Association's business and affairs and shall have authority to sign checks. The President shall preside at all meetings of the Board. Section 4.4 Vice President. The Vice President shall perform such of the duties of the President on behalf of the Association as may be respectively assigned to her or him by the President or the Board. The Vice President shall automatically assume the role of President in the absence of the President. Section 4.5 Treasurer. The Treasurer shall be the principal financial officer of the Association. The Treasurer shall have custody and control over all funds of the Association and maintain full and adequate accounts of all moneys received and paid by her or him on account of the Association and, subject to the control of the Board, shall discharge all duties incident to the office of Treasurer. The Treasurer shall have authority, in connection with the normal business of the Association, to sign checks, contracts, bids and any other documents when required. Section 4.6 Secretary. The Secretary shall be the principal recording officer of the Association. The Secretary shall discharge all duties incident to the office of Secretary. The Secretary shall record all proceedings of the Board and, upon request, any committees appointed by the Board. Proceedings will be recorded either manually or electronically. The Secretary shall also maintain correspondence of the association by writing letters and engaging in other public relations activities, as directed by the Board. Section 4.7 Resignation. Any officer may resign by giving written notice to the President or Secretary. Such resignation shall take effect at the time or upon the event specified therein, or, if none is specified, upon receipt. Unless otherwise specified in the resignation, its acceptance shall not be necessary to make it effective. Section 4.8 Removal. An officer may be removed from office for cause, after reasonable notice and opportunity to be heard, or without cause, in either case, by vote of two-thirds of the Board. Article V-Executive Committee Section 5.1 Executive Committee. The executive committee of the Association shall consist of the President, Vice -President, Treasurer and Secretary. In the event of a tie vote within the Executive Committee the President will cast the deciding vote. Section 5.2 Duties. The executive committee has special responsibilities and authorities above all committees. The executive committee can act on behalf of the full Board. Its primary purpose is to facilitate decision making between Board meetings or in urgent and crisis circumstances. The executive committee may also act as a communication link where the dissemination of critical information is warranted. Section 5.3 Oversight. The executive committee is defined by the by-laws, not the committee itself. The executive committee reports to the Board. It cannot replace the full board. All decisions of the executive committee should be confirmed by the full Board in the board's next meeting. Section 5.4 Limitations. To avoid delegating essential powers away from the full Board, the executive committee shall not amend by-laws, elect, or remove Board members, remove/replace the President nor approve or change the budget. Article VI-Annual Meeting Section 6.1 Meetings. There shall be an annual meeting of the Association during the summer of each year on a date and at a location to be selected by the Executive Committee. Business at the annual meeting shall include the election of Directors and to hear reports of officers and committees and any other business. Meetings shall be held in person unless factors affecting the health and safety of the membership requires the meeting be held virtually. Notice of the meeting date and location shall be provided to the membership no less than ten (10) days prior to the meeting. Section 6.2 Quorum. The executive committee may declare the assembled membership at the annual meeting, a quorum. A quorum of the executive committee shall be established with one or more than half of the committee. Article VII-Amendments These by-laws may be amended, supplemented, or otherwise added to or repealed, in whole or in part, by vote of a majority of the members in attendance at the annual meeting. Article VIII-Dissolution The Board, by vote of a majority of the directors then in office, may authorize a petition for dissolution with the appropriate authorities. The petition shall set forth, in substance, the grounds of the application for dissolution and request the authority to authorize the administration of the funds of the Association for such public charitable purposes similar to those of the Association as the authority may determine. Article IX-Roberts Rules of Order Robert's Rules of Order shall be the governing regulation for the conduct of any business of this Association not covered by these by-laws. |
