MT. KEMBLE LAKE
ASSOCIATION, INC.
BY-LAWS
Proposed Revision March
2006
by the By-laws Revision
Committee
Mark Baumgarten, Bob
Gray, Joan Fitzhugh,
Jeanne McCabe, Nancy
Priscu, Steve Standing, Kevin Sullivan
TABLE OF CONTENTS PAGE
Article
I. Name of Corporation
Article
II. Nature of the Community
Article
III. Purpose of the Association
Article
IV. Organization of the Association
Section D. Termination of Privileges and Rights
Article
VI. Suspension of Membership
Section B. Suspension of Privileges and Voting Rights
Section C. Obligations When Suspended
Article
VII. Dues and Assessments
Section B. Adoption of Dues and Assessments
Section C. Payment Structure and Computation
Section D. Notice of Dues or Assessment Collection
Section E. Collection of Dues or Assessments
Article
VIII. Member Delinquency of Financial
Obligations
Section A. Purposes of Expenditures
Section A. – Annual
Meeting of the Membership
Section B. – Special
Meetings of the Membership
Section C. – Notice of
Annual or Special Meetings
Section D. – Meetings of
the Board of Trustees
Section E. – Location of
Meetings
Section F. – Conduct of
Meetings
Article
XI. Association Property:
Section A. Clubhouse Ownership
Section B. Furnishings and Community Equipment
Article
XII. Rental or Group Use of Community
Facilities
Section A. Group or Individual Application for Use or
Rental
Section B. Appeal of Application Approval or Denial
Article
XV. Indemnification of Officers –
[ALL INFORMATION IN BRACKETS LIKE THESE IS EXPLANATORY AND WILL NOT BE
PART OF THE FINAL DOCUMENT]
[The below information
in italics was added to provide a more complete record herein.]
The corporate name of this community organization is “Mt.
Kemble Lake Association, Inc.” (Association).
The Association is a
[Below, Articles II and III– Some rewriting
for clarity and flow.]
Mt. Kemble Lake (MKL) is a unique residential community
organized and operated to support the interests and concerns of its residents.
Collective efforts of residents are the means by which the resources of the
community are developed, maintained, enjoyed and conserved. The Association is strongly committed to the
principle of community action through individual participation in community
affairs, operations and governance for the good of all who live at
It is the desire and intent of the Association to fully
respect the privacy and inherent rights of the individual, including those of
property ownership and participation in MKL community activities, without
discrimination. This respect of the
rights of the individual, coupled with the opportunity for participation in
community affairs,
The purpose of the Association, through its elected officials, is to enhance the MKL community by development, use, regulation and conservation of all properties owned in common by the homeowners (except the dam and the water company which are operated and maintained by Lakeshore Company), via:
- Providing maintenance.
- Enhancing usage.
- Adopting, and enforcing diligently and equitably, rules and regulations for use and safety and establishing appropriate sanctions for non-compliance.
- Equipping the MKL Clubhouse and other community property to meet the priorities of the Members of the Association (Members).
- Establishing a commitment to lake stewardship via the promotion and protection of lake health and vitality.
The Association shall have responsibility to administer and govern community activities. The following functions are inherent in this responsibility:
- Identifying and conducting such activities as may be of interest to the Members.
- Providing leadership on joint issues with other MKL community organizations to assure a coordinated approach toward the care and use of resources.
- Establishing and maintaining communication channels to inform the Membership about Association and MKL community actions and activities.
[Below - In this draft
“Article IV. Organization of the
Association” is a composite of all the elements of organization that are
scattered around the 1995 By-laws. ” Section
A – Structure” is new.]
Respecting the volunteer nature of candidacy for office, the
term of office for Trustees of the Association is only two years. The Board of Trustees (Board) consists of
nine (9) Members, four or five (4 or 5) of whom are elected each year. Therefore, these By-Laws are highly
structured in order to provide a framework and bridge for stable governance and
continuous maintenance of MKL facilities and activities.
· Conduct of Business - The Board of the Association shall be responsible for the conduct of business of the Association in support of and consistent with the Nature of the Community (Article II) and the Purpose of the Association (Article III) as described in these By-Laws.
· Adoption of rules and regulations - The
Board shall adopt Rules and Regulations which govern the obligations and
responsibilities of all Members, Inactive Members, residents and guests with
respect to community property and community activities.
1. Board of Trustees - The Board shall consist of nine (9) elected Members as Trustees and two (2) non-voting ex-officio Members (the Presidents of Lakeshore Company and the MKL Country Club). Elected Trustees shall serve for a term of two (2) years. Ex-officio Members may attend any regular meeting of the Board.
[Below-
Substance change: Time period for nominating committee work is
increased from one month to two since many people are taking extended vacations
these days. Member notification of the
slate has been moved from the Nominating committee to the Secretary because
that’s who has been doing it for at least the past 10 years]
2.
Nominating Committee – Two
months prior to the annual meeting, the Board shall appoint a nominating
committee of five Association Members (none currently on the Board) who shall
meet within ten (10) days and nominate six (6) or more candidates to fill the
four (4) or five (5) vacancies that will exist at the end of the fiscal
year. The nominating committee shall
report the slate of candidates to the Secretary of the Board. .
[Below – Substance
change: The number of days for notification are increased from 10 to 15 due
to the changes in Article X – Section A which make the meeting date and
time a bit more flexible. This increase in number of notification days will
provide the Secretary with enough time to prepare the materials. Another consideration is that the single date
and time permitted in the current By-Laws allowed Members to put the date on
their calendar far in advance of the meeting.
That possibility for Members would be lost if the Board is given too
much flexibility to choose alternate dates and times. Increasing the options to two dates on the
same weekend retains the ability for Members to note the weekend of the annual
Meeting and a little more advance notification may assure more attendance at
the meeting while giving the Board a bit more flexibility.]
3. Election of Trustees
· Trustees shall be elected by Members present
or by proxy at the Annual Meeting of the Association.
· At least fifteen (15) days prior to the Annual Meeting, the Secretary of the Association shall provide to the membership notice in writing, by mail or direct delivery, of the Annual Meeting including date, time, location, slate of candidates for election and agenda.
· To be valid:
A. Each ballot must vote the exact number of Trustee positions to be filled.
B. Each absentee ballot must be submitted attached to a Member-signed proxy.
[Above:
“B” is new and is required by Robert’s Rules]
4. Vacancies - Should an elected Trustee die, resign or otherwise become unable to fulfill their duties before their two-year term expires, the President with the approval of the remaining Board members may appoint a replacement from the Membership. At the next annual meeting, a successor must be elected to serve for the unexpired term.
[Below: The Officers section is now included under
Organization of the Association.
Non-officer sections such as Disbursements and Adoption of Rules and
Regulations have been moved to more appropriate sections. In comparison to the 1995 By-Laws Officers
section, there are below some seeming additions to the officers’
responsibilities which were actually in the 1995 by-laws in other sections.]
Officers of the Association - The Officers of the Association
shall be President, Treasurer and Secretary, each of whom shall be a Member in
good standing (Article V) who has been elected to the Board of Trustees. Officers shall be elected by the Board at its
first meeting following the Annual Meeting.
The tenure of Officers shall be for one year or until their successors
are elected and shall qualify.
1. President - The President shall:
Conduct the election of the Operations Committees Chairpersons at the first Board meeting following the Annual Meeting and with the consent of the Board, shall appoint Select and Pro Tem Committees as shall be deemed necessary.
Preside at all meetings of the
Association and the Board and enforce all laws and regulations of the
Association.
With one other Officer, sign all written contracts and written obligations of the Association.
President Pro Tem - In the absence or incapacity of the President, the Treasurer shall perform his/her duties. In the absence of both President and Treasurer, the Board may elect by majority vote a President Pro Tem from the Board.
2. Treasurer - The Treasurer shall perform the duties prescribed by Article VII and make financial reports as directed by the Board.
[Below
- At present, by verbal agreement among all three MKL organizations, the
Association holds the responsibility of insurance liaison and monitoring for
all 3. The current Board decided to add
it to the Secretary’s responsibilities and to formalize it herein. Also the current board feels that it will be
important to have someone designated as responsible for the new Record Room in
the basement of the clubhouse.]
3. Secretary – The Secretary shall:
Keep the minutes and official reports of the Association including a record of all motions or resolutions adopted, shall maintain the archives of same and shall perform such other duties as the Board may assign.
Prepare and distribute all Association Annual and Special Meeting notices including, but not limited to: purpose, time, date and location, proxy forms, slates of candidates for election, and agenda in accordance with these By-laws.
Collect and record all submitted proxies, shall hold roll call and shall announce the quorum status for all Annual and Special Meetings.
Act as liaison between the Association, Lakeshore Company and Country Club and
the agent and insurance companies who provide MKL community’s insurance or
shall designate another Member (reporting to the Secretary) to do so.
Be responsible for the Record Room in the
Clubhouse or shall designate another Member (reporting to the Secretary) to do
so.
[The sections
below: The 1995 By-Laws, Article IV –
Section 2, grouped unlike committees together. This version of the By-laws
uses three new terms to separate committees by type: 1. Operations Committees are ongoing
committees chaired by Board members, 2. Select Committees are ongoing
committees chaired by non-Board members and 3. Committees Pro Tem are
time-limited committees.
The responsibilities and composition of the Operations
Committees are herein rewritten to reduce redundancy, to update and to clarify. Most of this section is only a restructuring
of existing by-laws. The substance changes or additions are
in italics.]
· All committees with respect to their operations, expenditures and policies shall be responsible to the Board.
· All committees shall report on their activities at the Annual Meeting of the Association.
·
All Select and Pro Tem Committees shall
provide reports to be presented at each Board meeting.
1. Operations Committees (OC)
· OC Chairpersons shall be selected by vote of the Board and must be members of the Board.
· OC members shall serve for a minimum of two years.
· The Operations Committees shall be responsible for herein defined maintenance and supervision of MKL community property and activities designated in these By-Laws to be the responsibility of the Association. Changes to community property that is owned by Lakeshore Company shall receive prior approval by the Lakeshore Board. OC responsibilities shall also include conducting community activities and providing channels of community communication.
· OC
Chairs shall maintain and periodically update a job description to at least
include: responsibilities; a maintenance
and task calendar; a sample budget outline; a list of owned equipment (location
of equipment and manuals, upkeep schedule); a list of vendors with name,
address, phone, types and schedules of services.
· All Operations Committees, except the Clubhouse Committee, shall consist of a Board Member as Chairperson and at least two additional Association Members. The Clubhouse Committee composition is specified under “Section f. Clubhouse” below.
a. Beaches and Docks Committee -
shall have responsibility for lake stewardship via:
Studying, testing, treating the waters and maintaining
appropriate plant life and aquatic species in
Maintaining the docks, beaches, floats and other lake related
community property.
Lowering
the lake periodically (authorized by the Board and coordinated with the
Lakeshore Company) to enable work on docks, etc.
Arranging and overseeing dredging
activities of the 3 bodies of water that make up the lake as approved by the
Board.
Contracting for and supervising services related to these
responsibilities.
b. Grounds Committee - shall have
responsibility for:
Developing and maintaining community property, such as but not
limited to: the tennis court, playgrounds,
gardens, trees and grass areas as well as the clubhouse grounds.
Maintaining all community signs and
signposts except road signs.
Maintaining sight clearances on community
property at road intersections.
Contracting for and supervising services related to these responsibilities.
c.
Roads Committee - shall have responsibility for the maintenance and repair
of all community
roads and access to the Clubhouse to include:
Snow plowing; road sanding; snow
removal from Clubhouse entries and exits; leaf clearing of roadways; cleaning
and clearing of road drains, culverts and ditches.
Maintaining fire lanes.
Repairing and periodically resealing roads.
Closing roads every 5 years to protect private property status.
Installing and
maintaining road signage.
Creating road patrols for summer and special events.
Contracting for and supervising services related to these responsibilities.
d. Community Affairs Committee - shall have responsibility for:
Providing orientation to the MKL community
for new residents, including:
¬ Scheduling and conducting orientation
meetings and inviting new residents to same within the first six months of residency
at MKL. Representatives of the 3 MKL
Boards shall also be invited to explain their responsibilities.
¬ Distributing the most current By-Laws of each
MKL organization and the most current Rules & Regulations of the
Association.
¬ Explaining the structure and operation of community organizations and activities, e.g. clean-ups, social events.
Providing and maintaining communications links to and from the Board and the MKL community including:
¬ Publishing
and distributing a community newsletter and flyers for special purpose notifications.
¬ Publishing and distributing communication lists, e.g., phone numbers, emergency calling.
¬ Operating
and maintaining a website or other forms of communication as desired by the community or the Board.
¬ Making these communications resources available to
Lakeshore Company and Country Club.
[Below
– note new name…less redundant with “Clubhouse”]
e. Building
Maintenance Committee - shall have responsibility for:
· The
Clubhouse owned by the Association.
1. Maintaining the exterior and interior
structure and physical plant including
all permanent structures, appliances, systems and utilities.
2. Contracting
for and supervising services related to these responsibilities.
f. Clubhouse Committee - The Clubhouse Committee
shall consist of an Association Board member as Chairperson, a member of the
Country Club Board and four additional Association
Members (the latter to be appointed by
the committee Chair).
· No more than two Members shall be rotated
from the committee in any one year except
in the event of resignations.
· The committee shall have responsibility for:
1. Maintaining
the décor, furnishings, food service and
party equipment of the Clubhouse. It
shall solicit suggestions from the Membership regarding these responsibilities.
2. Ensuring
the cleanliness of the facilities after they have been used as well as stocking
regular supplies to support social and other special events.
3. Making
specific recommendations to the Board regarding significant changes to the
decor of the exterior and/or interior of the building, including furniture and
fixtures.
· Funding:
All monies donated to the Association by Country Club shall be reserved
for the sole use of this committee, unless otherwise specified by Country Club. These reserved monies along with any other funds
specifically designated for the purposes of this committee are to be expended
by the Clubhouse Committee, with the approval of the Board, exclusively to
enhance the equipping and use of the Clubhouse.
The Clubhouse Committee will be responsible for the implementation of approved
recommendations. In the event of a
substantial emergency affecting the entire community, the Board by majority
vote, may elect to use these reserved funds in support of that emergency.
2. Select Committees
· Select Committees may be appointed by the
Board and shall report to the Board or to any
Board-designated Operations Committee.
· Appointment to Select Committees shall be for
a term of one (1) year with service not to exceed
four (4) consecutive years.
· Select Committees shall have a specific
purpose designated and described in a written charge
by the Board and shall be ongoing unless terminated by a two-thirds vote of the
Board.
· Select Committees shall include, but not be
limited to, the following:
[Below- Substance changes: a.
Community Input Committee is the former Planning Committee. The description has been rewritten to reflect
the function that is most useful to the Board and
b. The Environmental Stewardship is an
educational committee that was formed in early 2005. Including it as a Select Committee would make
the committee ongoing and would signify that we value the preservation and
protection of our considerable natural resources.]
a.
Community Input Committee
· The Community Input Committee shall consist
of one Association Board member, one representative each from Lakeshore Company
and Country Club, and at least four additional Association Members.
· This committee shall systematically solicit
input from the MKL community regarding perceived future community needs.
· This committee shall report to the Board via
the Association Board member serving on the committee.
b. Environmental Stewardship Committee (ESC)
· The Environmental Stewardship Committee shall
consist of seven Members of the
Association.
· This committee shall research good
environmental stewardship practices and make their
findings available to the Association Membership via brochures, presentations, participatory events, etc.
· This committee shall report to the President
of the Board and shall coordinate their activities
with the Grounds and Beaches & Docks Committees.
3. Committees Pro Tem
· Committees Pro Tem may be appointed by the
Board or by any Officer or by any Operations Committee.
· Committees Pro Tem shall have a specific purpose
designated and described in a written charge by the Board and
shall exist only until completion/satisfaction of that purpose.
· Committees Pro Tem may be terminated by the
Board or by the originating party at any
time.
[Substance change below to permit a broader range of 2nd
Membership options (when the home has a sole owner) other than “spouse”]
Section A. Membership – Owners of real
property located within the
[Below – “Privileges”
contains both some substance changes
and some rewriting for clarity. The term
“to delegate those privileges to others” has been deleted from the first
paragraph as the topic is covered in Section B.2. The same section adds the provision of
“temporary” loaning of badges and defines more clearly the recipients.]
Section B. Privileges - Members and Inactive Members “in good standing” (not suspended), shall be entitled to use all of the community facilities, except as otherwise specified in
Article XII – Rental or Group Use of Community Facilities:
1. On an
annual basis the Board shall issue badges which permit use of the community
facilities to Members in good standing and whose dues payments are
current. The Board shall establish a
uniform number of badges to be issued per property. Badges must be worn or carried by all persons
when using community recreational facilities and must be displayed upon
request.
2. Members
may, temporarily, provide badges to non-resident
family members and close friends to permit them to use the community facilities. The badge-providing Member shall be
responsible at all times for the safety, conduct and activities of those
persons.
3. All
persons shall abide by all applicable Rules and Regulations when using
community facilities.
4. Inactive
Members may be granted privileges to use community facilities as deemed appropriate
by the Board.
5. In
cases of financial hardship, the Board may, at its discretion, grant full
Member rights to a resident owner of real property whose dues are not current.
Section C. Voting Rights - Members in good standing for each real property shall have the right to attend and vote at meetings of the Association and to hold office on the Board of the Association.
[Below- The 1995
By-Laws in Article V – Membership deals separately with “voting rights”
and “privileges”. Section 4 refers to
termination of “rights and privileges” but does not specify “voting”. We believe it was meant to so have added
“Rights” to the title, “voting” in front of the word “rights”, and “the right
to hold office on the Board” in the body.
After all, it wouldn’t make sense for voting rights or the right to be
on the Board to continue after sale of the property.]
Section D. Termination of Privileges and Rights - The voting rights, the right to hold office on the Board and the privileges of a Member or Inactive Member terminate upon the sale or transfer of title to the real property. The Member status and attendant rights and privileges of a non-owning resident Member may be terminated at any time by the Member/owner upon written notification to the Board or when the non-owner moves out of the residence.
[The above substance addition is a followup to giving a sole owner, in the Membership section,
the right to designate a 2nd adult in the household as a Member]
[Below – In the 1995
By-Laws the two Articles dealing with Membership and Suspension of membership
are separated by Article VI - Dues and Assessment; therefore, herein Article VI – Suspension
of Membership has been moved to follow Article V – Membership and has
some revision of writing for easier reading.]
Section A. Procedure - The Board, by a two-thirds vote,
may suspend from membership any Member or Inactive Member for violation of the
Association Rules and Regulations, for delinquent dues/assessments or for other
misconduct detrimental to the welfare of the community. Proceedings for such suspension shall be as
follows:
1. Following
submission of a written complaint by any Member to the Board, or upon the
Board's own motion, the Board shall give written notice of the complaint or
motion, including a copy thereof, to the Member or Inactive Member in question and
shall give that person at least ten (10) days notice to appear before the Board
to respond to the charges.
2. Any
decision by the Board to suspend Membership shall be submitted in writing to
the Member or Inactive member in question.
3. The
Board (with a two thirds vote) may reinstate Membership at any time at its
discretion following correction of the charges; however, the suspended person
may at any time request the Board to call a Special Meeting of the Association
for the purpose of hearing a request for reinstatement of Membership. A decision to reinstate shall require a
two-thirds vote of the Members present in person or by proxy.
[Below - “Voting
Rights” is added to the Section title because Article V – Section 3 in
the 1995 By-Laws specifies that a Member “in good standing” has voting rights
and Section 2 just above it, defines “in good standing” as “not suspended”.
Section B. Suspension of Privileges and Voting Rights - All privileges and voting rights of Membership shall be terminated during any period of suspension of Membership.
[Below – Substance addition: “to comply with the
Rules and Regulations…” is added. It
just seemed logical.]
Section C. Obligations When Suspended– Suspended Members or Inactive Members
remain obligated to pay all dues and assessments and to comply with the Rules and Regulations of the Association.
Section A. Levying - Dues and assessments shall be levied upon the owners of real property in order to maintain and enhance the MKL community-owned property and to further the purposes of the Association.
Section B.
Adoption of Dues and Assessments - Annual dues in effect on the date of adoption of these By-Laws
shall remain in effect from year to year until such time as the amount of
annual dues is changed by a vote of two-thirds of the Members present in person
or by proxy at an Annual Meeting or Special Meeting of the Association. One-time assessments must be approved by the
same voting procedures.
Section C.
Payment Structure and Computation - Dues and assessments shall be
computed on the lots of real property within the
1. Payment of the full amount of dues and
assessments is the responsibility of the owner of real property and must be
paid for each lot, subject to the exceptions in subsections 2, 3 and 4 below.
[Below – Substance change: Usage of a lot implies usage of MKL roads
for access and possible usage of other community facilities and the owner
should be required to contribute to maintenance of same. On the other hand, an undeveloped lot in its
natural state provides additional “green space” to the community and does not
impinge on other facilities.]
2. Owners
of undeveloped lots, i.e., lots without a residence, shall pay no dues for an undeveloped lot provided that
the lot remains in a natural, unused state.
Owners of lots having no residence on them but which show evidence of
use including, but not limited to, camping, picnicking, beaching of boats or
parking of vehicles shall pay fifty-percent
(50%) of the amount of dues and assessments for that lot.
3. No dues or assessments shall be paid on any
lots which are owned by the Lakeshore Company.
4. Any Member receiving a deduction on
Section D. Notice of Dues or Assessment Collection- Notice of dues shall be distributed by the Treasurer, at least 30 days in advance of the due date. Dues shall be paid by April 1 and October 1 of each year (in proportions to be determined by the Board). Any year in which a dues increase is pending approval at an Annual Meeting (held on the second Friday or Saturday in March), the April due date shall be extended to allow for 30-days dues notification following that meeting. Assessments shall be paid by such date as shall be specified when the assessment is approved at an Annual or Special Meeting of the Association.
Section E. Collection of Dues or Assessments - The Board shall take such steps as
are necessary for the collection of all dues and assessments. Dues and assessments shall be paid to the
Treasurer, who shall maintain records of the receipt and use of all such funds. Any Member shall be entitled to review those
records on reasonable notice to the Treasurer.
[Below - These substance additions have been made
because the Board has been handicapped in the past by not having clear
procedures in cases of delinquency.]
Dues and assessments are delinquent if not paid by the dates set forth in Section D above. Delinquent dues shall be subject to an interest charge equivalent to the maximum permitted by law but not to exceed 18%, which will accrue on the unpaid amount from the original due date. The Board may waive such interest at its discretion in a hardship case, upon request from the Member in question.
Delinquency of dues or
assessments exceeding three (3) months shall be cause for the Board to begin
suspension of Membership proceedings (Article VI). The Board shall use its discretion in
hardship situations (Article V- Section B.5).
When dues or other
financial obligations to the Association are delinquent, the Board may take all
necessary action to collect all that is owed including, but not limited to,
perfecting a lien against the subject property and in the case of a pending
property sale: 1. giving notice to
Realtors and prospective purchasers and their agents and/or 2. requiring the
purchaser to meet the obligation before or at the closing.
Section A. Purposes of Expenditures - All funds collected or received shall be used only to further the purposes of the Association for the benefit of its Members consistent with these By-Laws. No Board member shall receive any salary or remuneration for service as a Board member.
[Below
– Substance changes: Section B.2
below “Extraordinary Expenditures” is a rewriting of Article IX. Section
2 in the1995 By-Laws which refers to “capital improvement project
expenses”. However, “capital
improvement’ was never clearly defined.
The 1995 Board, when writing this section, struggled with the
wording. Subsequent Boards have been
confused about what was meant. When this
was put into the By-Laws in 1995, the intent was not to strangle the Board’s
ability to get normal maintenance done, even if expensive such as reroofing the
clubhouse, but was meant to restrain the Board’s ability to spend a large sum
on some pet project (extra-ordinary) without the approval of the
Membership. We’ve reworded it to keep
the original intent but not hinder the Board’s maintenance function. The sum for extraordinary expenses has been
increased from $5,000 to $10,000 to compensate for inflation.]
1. Ordinary Expenditures – The
Board shall prepare and be guided by an Annual ` Budget
to be presented to the Membership at the Annual Meeting. .
2.
Extraordinary Expenditures –
Unbudgeted project expenses in aggregate exceeding $10,000
shall be approved by a majority vote of the Membership.
3.
Emergency Expenditures shall
be made at the discretion of the Board.
[Below
-“Disbursements” is changed in “substance”: 1. to refer to the set-up
of the account and not just to the signing of checks, 2. to add the dollar
level for checks to require two signatures and 3. to enable other officers to
do business when the Treasurer is away]
Section C. Disbursements – All disbursements shall be made by checks of the Association. All Association checking accounts shall be set up requiring the signatures of any two officers of the Association for checks above $1,000, all three officers’ signatures being on file at the bank. Checks of up to and including $1,000 may be written by any of the three officers.
[Substance changes below: The
day “Friday” is added to the first sentence and the time is deleted to increase
scheduling flexibility. Although a
suggestion was made to leave it open to any date in March, too wide a range of
date flexibility will make the complicated preparations of the Secretary even
much more difficult. The Secretary is
responsible for meeting announcements and must prepare and send absentee
notices and ballots. The Secretary must
obtain an up-to-date list of homeowners from Lakeshore, then verify that the
other person in a new household is a “spouse” in order to create a roll call
list. The job also requires checking
that the list of absentee addresses is up-to-date. And it sometimes takes several weeks for
people to respond to requests for information.
A wide range of date flexibility would also impinge on the timing of the
Nominating Committee work as well the time needed by the Treasurer to prepare
financials and budgets for the meeting, etc.]
The Annual Meeting of the Association shall be held each year on the second Saturday in March or the immediately preceding Friday. The Board may elect to hold the Annual Meeting on an alternate date in March provided that all Members are notified in writing 30 days in advance of the regular meeting date. The meeting may be adjourned by a majority of those present. Only Members in good standing shall be present unless invited by the Board or the President. Only a Member in good standing may hold or exercise a proxy.
1. Quorum - If no quorum be present at the Annual Meeting, the presiding officer shall adjourn such meeting for one week, and from week to week until a quorum be present. A quorum shall consist of a majority or more of the Active membership or signed proxies duly submitted. A quorum must be present to conduct business of the Association.
[We feel that including
adding “ presentation of the budget” to the agenda of the Annual Meeting is both
courteous and respectful. As well as
compliant with NJ law in terms of adequate disclosure to Members of finances. The 1995 By-laws do not include it as an
agenda item although it has been the practice here for many years. A vote on the budget has never been required
by the By-laws, only a vote on dues increases, because the budget is a
guideline and not a directive. Life is
complicated and somewhat unpredictable
and, therefore the Board needs flexibility in its discretionary decisions in
order to operate effectively.]
2.
Order of Business- At
such meeting the order of business shall be:
a. Minutes of previous Annual Meeting.
b. Reports of Officers and Committee Chairs.
c. Presentation
of the Annual Budget.
d. Annual election of Trustees and
announcement of results.
e. New Business.
Section B. – Special Meetings of the Membership -
A Special Meeting of the Membership may be called by the Board or on request of
the President or whenever Members (in good standing) of the Association shall
make written request to the President of the Board for same, specifying the
object of the meeting. The Board shall respond to a Member request within
seven (7) days. Such meeting shall be held
on a date agreed by the Board but with not less than fifteen (15) days notice
to the Membership. No person not a
Member shall be present at such meeting unless invited by the Board.
Section C. – Notice of Annual or Special Meetings - Unless otherwise provided herein, fifteen (15) days notice, in writing, shall be given of all Annual or Special meetings by mail or direct delivery.
The Board shall hold a minimum of
ten meetings each year at dates, times and locations at their discretion. A quorum of the Board is required to conduct
business.
1. Annual and Special Meetings
of the Membership shall be held at the Clubhouse. In the
rare instance that the Clubhouse shall be deemed unfit or unsafe for such meeting, the Board may
select another suitable location
2. Board
and other committee meetings may be held at locations of their choice.
Section F. – Conduct of Meetings – All meetings of the Association shall be conducted according to Roberts Rules of Order.
[Below - “Article
XI –Association Property” is new. The 1995 By-Laws do not clearly identify
Association property. You will see in
this draft’s Article XII, which deals with use and rentals, that the title is
changed to refer to “community facilities.”
This term includes both the Association’s property and Lakeshore
property that is managed by the Association.
Expanding the term allows for the possibility of renting, or permitting
use of by a group, the tennis courts or the beach as well as the clubhouse…of
course, with Lakeshore’s approval.]
· The MKL Clubhouse and the lot on which it
sits.
· Miscellaneous, but not limited to: Clubhouse appliances, furnishings and various
tools, maintenance equipment and
recreational equipment.
Section A. Clubhouse Ownership - The Clubhouse and its lot shall be held in the name of the Association. Any conveyance of this property shall be in the name of the Association by the President and attested by the Secretary or in the absence of these officers by those delegated to perform their duties as hereinbefore provided. No conveyance of this property of the Association shall be made except upon resolution passed by at least a two-thirds vote of all the Active Members of the Association.
Section B. Furnishings and
Community Equipment – The
purchase, maintenance and use of Clubhouse furnishings and equipment as well as
miscellaneous maintenance and recreational equipment shall be at the discretion
of the Board. [Added for clarity]
[Below substance
changes: The section below is entirely rewritten. It is consistent with the principles
delineated in the Purpose of the Association and the Nature of the
Community. It is also consistent with
the principles that guided the previous writing of this section: fiscal responsibility to all Members,
protection of the assets, and risk management to name a few. Please read it very carefully for both
structure and substance.]
· Community
facilities include Association property and Lakeshore property that is managed
by the Association.
· Members wishing to use or rent the
· The nature and purpose of a group must be
consistent with the Association’s social, recreational and educational
objectives as cited in these By-Laws. “Group” refers to any non-family set of
individuals meeting for a common reason (aerobics, art classes, etc.).
· Board
approval of any use or rental shall not be taken as Board or Membership
endorsement of ideologies held by, or causes promoted by, the renter or
participants in the rental.
· User
fees; safety and/or promotion restrictions; and contractual requirements for
usage including, but not limited to, insurance, maintenance and cleaning shall
be at the discretion of the Board.
· Group application for use of the facilities
must be made by an Association Member who is also a member of the group
applying and who will take responsibility for the usage. In the case of a group of minors, the
applicant must be a parent who is an Association Member and who will be in
attendance at all sessions and who will supervise the use, care and cleanup of
the facility.
· Individual application for private, family
use of the facilities must be made by an Association Member who will supervise
setup and cleanup as well as be in attendance at the event.
· Before approving an application for use of
the Mt. Kemble Lake community facilities, the Board shall give first priority
to events of the Association, the Country Club and the Lakeshore Company:
second priority to events honoring or in celebration of a present Member/s;
third priority to events honoring or celebrating a past Member/s or other
residents or non-resident family members of Association Members. Final priority shall be given to groups
[The below was treated
in The 1995 By-laws in both Article XIV, Section 3.D. as well as in Article
XIV, Section 5 making it difficult to find and understand as well being
repetitive]
1. Appeal of Initial Board Approval or Denial – Any Member may request a meeting with the Board to discuss the reasons for approval or denial of a group or individual application to use community facilities and to request reconsideration of that decision.
2. Appeal of Final Board Approval or Denial – The final approval or denial by the Board of an application for use of MKL community facilities may be appealed by a Member to the Membership in the following steps:
a. Appeals of approval or denial shall be made in writing to the Board no later than ten (10) days following Board approval or final denial.
b. The Board shall, within ten (10) days of receipt of such notice, set a time and place for a Special Meeting of the Association.
c. The Member appealing shall, at least ten (10) days prior to the Special Meeting, provide written notice to each Member including a copy of the application and a copy of any written decision by the Board along with the date, time and location of the Special Meeting of the Association.
d. The Membership at a Special Meeting at which there is a quorum present in person or by proxy, may upon a majority vote of those present and by proxy, and in its sole discretion, uphold, reverse or modify such decision of the Board as it deems appropriate and consistent with these By-Laws.
[No change below other
than Article number, title and small “c” on the word corporation]
The seal of the
corporation shall be circular in form and shall contain the name of the
corporation with the figure "1927" and words "Incorporated,
[Below - substance changes: Material is rewritten
for clarification and specification of timing and clarification of
responsibilities. The Board needs extra
time so that the’ proposal of By-laws amendment(s)’ may be added to the agenda
in the meeting notice which must be distributed 15 days before the
meeting. Also see addition of last 4
words. The requirement to post the
amendment proposal in the clubhouse has
been eliminated because the clubhouse is not open daily.]
Proposed amendments to the By-Laws shall be submitted in
writing to the Board at least twenty (20)
days before the Annual Meeting or Special Meeting at which they shall be
voted. The Secretary shall add “Proposal
of By-laws Amendment(s)” to the meeting agenda in the meeting notice. The proposed amendments shall be distributed,
by the proposer(s), in writing to all Members at least fifteen (15) days before said Annual Meeting or Special
Meeting. Amendments of the By-Laws shall
be made by a two-thirds vote of Members present and represented by proxy.
The Association shall indemnify every officer and trustee
to the full extent permitted by Section 15A:3-4 of the New Jersey Nonprofit
Corporation Act and to the full extent otherwise provided by law. Neither the amendment nor repeal of this
provision shall eliminate or reduce the protection afforded by this provision
to an officer or trustee in respect to any matter which occurred, arose or
accrued prior to such amendment or repeal.
In furtherance of the provisions of this Article of the
By-Laws, the Board shall cause the Association to maintain liability insurance
when reasonably available, indemnifying the trustees and officers of the
Association against liability for errors and omissions occurring in connection
with the performance of their duties, with policy limits and deductible amounts
to be determined at the reasonable discretion of the Board. Deductible amounts shall be paid by the
Association.