HARVEY LAKE WATERSHED ASSOCIATION
ARTICLE I: PURPOSE
The purpose of the Harvey Lake Watershed Association is to preserve and protect the quality of Harvey Lake and its surroundings for the collective interests of lake users.
ARTICLE II: MEMBERSHIP
Section 1. Eligibility: Membership in the Association shall be open to any individual, family business or organization that subscribes to the purposes of the Association and owns or leases property in the vicinity of the lake, or is a lake user.
Section 2. Dues: Dues shall be paid on a calendar basis, the amount to be determined by the Directors, due and payable by January 1 of each year.
ARTICLE III: VOTING
Section 1. Voting: Each individual member is entitled to one vote on any question called to vote. In addition to individual memberships, family, business and organization memberships are available. In the case of family, business or organization memberships, only one vote per household, business or organization is granted.
Section 2. Casting Ballots: A member must be present at the meeting at the time the vote is called in order to vote. No member may vote by proxy or absentee ballot. All votes shall be counted by a show of hands unless otherwise specified in these Bylaws.
Section 3. Referenda: The Board of Directors may at any time solicit reactions from members through a mail survey. The Board resolution authorizing a referendum shall be considered advisory or binding on the board. The Board may ask for a mail-in vote on an issue which cannot await the annual meeting. A member may move that a questionnaire or binding referendum be undertaken. Members shall have 45 days from the date of mailing to return response forms and/or votes. Results of the action shall be announced at a membership meeting or in printed form within 90 days of the response deadline.
ARTICLE IV: MEMBERSHIP MEETINGS
Section 1. Annual Meetings: The annual meeting of the Association shall be held in the vicinity of Harvey Lake during the month of July or August. The time and place shall be arranged by the Board of Directors unless specified by the previous annual meeting. The agenda of the annual meeting shall include elections, discussion of projects, adoption of a budget, member concerns, and an educational program.
Notification shall be made at least 30 days but not more than 50 days prior to annual meetings.
Section 2. Special Meetings: A special meeting of the Association may be called at any time by the President, by majority vote of the Board of Directors, or by written request of 15% of the members. The Agenda of a special meeting may include any items properly brought before an annual meeting. Notification should be made at least 15 days, but not more than 50 days prior to special meetings.
Section 3. Informational Meeting or Social Event: The Association may sponsor a variety of meetings and events designed to provide educational, recreational or social opportunities for its members and their guests. It may also sponsor fund-raising activities. If business is to be conducted at such events, the notice requirement for special meetings must be met.
Section 4. Notification: Every annual or special meeting must be preceded by notice to paid members and members from the preceding year who have not yet renewed their membership. Notification should be at least 30 days but not more than 50 days prior to annual meetings.
Notification should be at least 15 days but not more than 50 days prior to special meetings. The notice shall summarize any proposed changes in the Bylaws, shall highlight any proposals to dissolve the Association, and may include a detailed agenda.
Section 5. Quorum: No formal business may be conducted at membership meetings unless at least 15% of the members are present.
Section 6. Procedure: Roberts Rules of Order, in the current revised edition, shall be in force at the meetings of the Association, of the Board of Directors, and of the Association committees unless required otherwise by New Hampshire Statutes or these Bylaws. Non-members of the Association may be recognized to speak at the Association functions at the discretion of the presiding officer, who shall serve as parliamentarian.
ARTICLE V: BOARD OF DIRECTORS
Section 1. Authority: Subject to directives of annual and special meetings and these Bylaws, the Board of Directors shall have authority over the activities and assets of the Association.
Section 2. Composition: The Board of Directors shall include the President, Vice President, Secretary, Treasurer, up to twelve at large directors, and the past President.
Section 3. Elections:
(a) On or about September 1 in each calendar year, the President shall appoint, subject to the approval of the Board of Directors, a Nominating Committee consisting of a maximum of three members of the Association with a minimum of one member of the Board of Directors whose term does not expire as of the next year's annual meeting. The President shall appoint the Nominating Committee chairman.
(b) Not later than the last Board of Directors Meeting preceding the Annual Meeting, the Nominating Committee shall present to the Board of Directors an acceptable slate of officers and directors for the following year. .
(c) The slate of nominees adopted by the officers and directors shall be presented to the members at the annual meeting. Additional nominations may be accepted from members at the annual meeting.
(d) Eligibility: All persons nominated shall be members of the Association and qualified to vote at the annual meeting.
(e) Election to the Board of Directors shall be made by majority vote cast by members.
Section 4. Terms of Office: Directors are elected for two-year terms.
Their terms shall expire after the annual meeting or upon the election of new Directors, whichever occurs later. The terms of office of President, Vice President, and half of the Directors expire in even-numbered years. The terms of office of Secretary, Treasurer, and the other half of the Directors expire in odd-numbered years.
Section 5. Board Meetings: The new Board shall meet within 60 days of the annual meeting and at least one other time prior to the next annual meeting. Regular meetings shall be held at places, dates and times established by the Board. Special meetings may be held on the call of the President or any three Directors after at least 24 hours notice by telephone, mail, or personal contact. 5% of the Board of Directors shall constitute a quorum for the transaction of business. The meetings shall be open to the members. Decisions shall be made by majority vote of officers present, with the President voting only to make or break ties. Between meetings, the President may solicit decisions from the Board through written communications.
Section 6. Vacancies: Any director whose lack of attendance at meetings affects his fulfillment of his duties, may, at the discretion of the Board, be removed from office. Any vacancy may be filled for the remainder of the term by the affirmative vote of a majority of the members of the Board.
Section 7. Compensation: Directors may not be compensated for their time and effort. The Board may authorize officers, directors, and committee members to be paid actual and necessary expenses incurred while on Association business.
ARTICLE VI: OFFICERS
Section 1. President: The President shall preside over all membership meetings and Board meetings. The President shall be the chief executive officer of the Association, responsible for day-to-day administration of the affairs of the Association and supervision of any employees or contractors. The President shall appoint all committee members who shall serve until the end of the President's term. The President is an ex-officio member of all committees.
Section 2. Vice President: The Vice President shall assume the duties of the President should that office become vacant and shall preside at meetings when the President is unable to attend.
Section 3. Secretary: The Secretary shall maintain the official records of the Association as well as an archives. The Secretary shall record and distribute the minutes of member meetings and Board meetings. The Secretary shall maintain a current record of the names and addresses of members entitled to vote and shall send out notices of membership meetings. The Secretary shall prepare publicity for the Association and shall prepare the Association newsletter or solicit an editor to carry out the task. The Secretary shall serve on the Membership Committee.
Section 4. Treasurer: The Treasurer shall maintain the financial records of the Association and shall sign all checks. The Treasurer shall prepare an annual financial statement for the annual meeting and shall be responsible for presentation of the proposed budget to the annual meeting.
Section 5: Directors: The Directors shall serve as ombudsmen and liaisons between the Board of Directors and the members. Directors shall bring member concerns to the Board of Directors and will provide feedback to members.
Section 6: Other Officers: Other officers may be appointed by the President, with the concurrence of the Board. A legal counsel, an executive secretary, or such other assistant officers as are deemed necessary need not be members of the association.
ARTICLE VII: COMMITTEES
The President shall appoint such committees as are deemed necessary to support the efforts of the Board. The Environmental Committee shall be a standing committee.
ARTICLE VIII: MISCELLANEOUS PROVISIONS
Section 1. Indemnification of Officers and Directors: As provided by New Hampshire law, the Association shall indemnify any officer, director, employee, or agent who was, is, or may be involved in legal proceedings by virtue of his or her good faith actions on behalf of the Association. The Association will not indemnify anyone who, by virtue of intentional act, fraud, misrepresentation, or acting beyond the scope of his or her authority has caused initiation of legal proceedings.
Section 2. Fiscal Year: The records and accounts of the Association shall be maintained on a calendar year basis.
Section 3. Accounts and Investments: Funds of the Association shall be promptly deposited at a financial institution designated by resolution of the Board of Directors, Funds not needed for current operations shall be deposited in investment accounts or certificates as authorized by the Board of Directors.
ARTICLE IX: ADOPTION AND AMENDMENTS
These bylaws, and any amendments thereto, may be adopted at any annual or special meeting of the association by 51% vote of members present and entitled to vote. Amendments to the bylaws must be summarized in the notice for the annual meeting at which the amendments are to be voted on.
ARTICLE X: DISSOLUTION
The Board of Directors, by a two-third affirmative vote of all directors, may recommend that the Association 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 affirmative vote of members present and entitled to vote shall be required to approve a resolution of dissolution. Such a resolution shall direct the Board of Directors to prepare a dissolution plan for subsequent approval by the members as provided under New Hampshire law. Dissolution of the Association shall not be final until the members, by majority vote, shall have approved the dissolution plan, either at a meeting or by a binding mail referendum.
These Bylaws were adopted by unanimous vote on this 5th day of September, 2003.