Section 1.1 This organization shall be known as the Lamoka-Waneta Lakes Association, Inc. Lamoka-Waneta Lakes Association, Inc. shall be abbreviated as LWLA and referred to as the Association or Corporation in the remainder of this document. Lamoka and Waneta Lakes (jointly) will be referred to as the Lakes in the remainder of this document.

Section 1.2 The purpose of this organization shall be the promotion of a broad range of social and environmental pursuits, the improvement of water quality, fish, wildlife, recreational opportunities, and associated environmental aspects in the Lakes’ watershed region. The Association and its activities are intended to be an integral part of the Lakes property owners, recreational users, surrounding communities, counties and state. The Association, through its various local, state, and federal affiliations, will endeavor to promote these purposes at all levels of society and government. As our world is constantly changing, it is envisioned that this Association will be able to provide a safe, harmonious, and stable environment to perpetuate the above stated purposes for generations to come.

Section 1.3 The Association shall represent its membership and the Lamoka and Waneta property owners in matters associated with these objectives and purposes.

Section 1.4 This Association shall be a not for profit corporation whereby any and all funds derived from any of the Association's activities, regardless of their nature, shall be applied to the furtherance of the purposes as set forth in this Article and for the education and participation of the public in conservation and in support of said purposes.

Section 2.2 Any person intending to support the purpose of this Corporation; regardless of age, sex, race, religion, or political affiliation is eligible for membership.

Section 2.3 Persons shall become members upon payment of dues for the current year.

Section 2.4 A person, business, or organization, while not a Family Member, may be elected to Honorary Membership by the Association’s Board or those members present at a regular meeting in recognition of outstanding service to the LWLA. Such Honorary Memberships shall be for one year. An Honorary Member shall have no voting rights or hold any administrative position and shall incur no dues.

Section 2.5 A member may resign from the LWLA by submitting a letter of resignation to the secretary. Any such resignation shall not entitle said member to a refund of any part of their paid dues.

Section 2.6 A member may be expelled for violation of the By-laws of the Corporation or other cause prejudicial to the best interests of the Corporation. Such expulsion may be effected by a two thirds vote of the Board of Directors at a duly called meeting. Any such expulsion shall not entitle said member to a refund of any part of their paid dues.

Section 2.7 Any resigned or expelled member forfeits any and all rights or interests to any property of the Corporation.

Section 2.8 The annual dues / fees for all membership categories shall be a recommendation to the membership by the Board of Directors at a duly convened meeting. Membership must be informed of an intended dues / fees change at least two weeks prior to the vote. This may be done via the newsletter, special mailing or prior general meeting. The said dues /fees shall be due and payable at the beginning of the next calendar year.

Section 2.9 The membership year shall be January 1^st through December 31^st and be renewable upon payment of the annual dues /fees within sixty days following the end of the membership term. Any member whose dues /fees remains unpaid beyond sixty days shall automatically cease to be a member, and shall forfeit all rights and privileges of membership. Persons joining the Association in October through December shall be considered paid members for the current and following year.

Section 3.1 The general management of the affairs of the Corporation shall be vested in the Board of Directors, who shall be elected as provided in the By-laws. The Board of Directors shall include the Officers and Directors of the Association.

Section 3.2 The elective Officers of the Corporation shall consist of a President, a Vice-President, a Secretary, and a Treasurer. The term for the Officers shall be one year. The term for the Directors shall be two years. Half of the Directors shall be elected each year. The alternate year election for half of the Directors was established prior to this by-laws revision. The newly elected positions shall take effect following the closure of the election meeting. The secretary shall collect contact information for those elected prior to the end of the election meeting.

Section 3.3 The President shall be a member, ex officio, of all committees.

Section 3.4 The President, Vice-President, Secretary, and Treasurer shall be a voting member, ex officio, of the Board of Directors.

Section 3.5 The President shall not hold that office for more than four (4) consecutive terms. This provision may be over-ruled by a majority vote of the membership present at the annual election meeting.

Section 3.6 Be it resolved that: Indemnification to the full extent authorized or permitted by law, the Lamoka-Waneta Lakes Association, Inc. shall indemnify any person made a party in any civil or criminal action or proceeding by reason of the fact that she or he is or was a Director or Officer of the Corporation, including court and defense costs.

Section 4.1 The Directors of the Corporation and the Officers shall be elected at the annual meeting. The annual meeting is held at the end of Summer, usually in late August or September. Each active member shall be entitled to vote for the expired director positions and each officer to be elected. The candidates receiving the majority of the votes cast shall be declared elected.

Section 4.2 The Board of Directors (BOD) shall include up to twenty Directors (not counting the Officers as ex officio members) whose terms shall be for two years. There shall be up to ten Directors from each of the Lakes. Directors whose terms are expiring may be re-nominated for the ensuing year’s election. Once elected to the Board they must remain active in the Association. To maintain on active status, they must attend a minimum of one-half of the regular scheduled Board meetings on a yearly basis.

Section 4.3 To be eligible to serve as an Officer of the Association, the nominee must be a member who has participated in Association activities over two continuous years prior to nomination. This provision may be over-ruled by a majority vote of the membership present at the annual election meeting. Once elected, they must remain active in the Association. To maintain an active status, they must attend a minimum of one-half of the regular scheduled Board meetings on a yearly basis.

Section 4.4 The membership of the Corporation shall elect one of its members as President, one as Vice-President, one as Secretary, one as Treasurer, and the expired Director positions. Officers and Directors are eligible to be re-nominated for their current positions in ensuing years at the end of their term, unless otherwise stipulated in this Article.

Section 4.5 If vacancies occur among Officers or Directors, such vacancies shall be filled for the remainder of the term. Such vacancies shall be filled by members appointed to the vacated offices by the Board of Directors.

Section 4.6 No member of the Corporation shall be allowed to hold more than one office during an administrative period.

Section 4.7 Officers and Directors may be excused from scheduled meetings by prior notification of an Officer or Board member. Excused meetings shall not count against the Officer / Director when determining yearly Association activity status. The President or Vice President shall determine the valid reasons/situations for those being excused.

Section 5.1 The President shall preside at all meetings of the Association; shall call meetings promptly and hold prompt meetings; shall impartially enforce the By-laws and see justice done between members in Association matters, and between members and the Association. The President shall have the deciding vote in all cases of a tie, but otherwise he/she shall have no vote except when voting for election of Officers/Directors and at Board of Directors meetings.

Section 5.2 The President shall preside at all meetings of the members of the Corporation and of the Board of Directors and shall appoint such committees as he/she or the Directors shall consider expedient. In case the Treasurer of the Corporation shall become disabled, resign, or otherwise be disqualified from acting as such, it shall be the duty of the President to assume the duties of said Treasurer until such time as said Treasurer is able to resume said duties or a new Treasurer is appointed. The President, at the discretion of the Board of Directors, may be bonded as provided for the Treasurer in Section 5.5 of this Article.

Section 5.3 The Vice-President (VP) shall assist the President in every way possible, and in the absence of the President shall assume the duties of the President, with his/her power and authority during the President's absence. Also, the VP shall administer the scheduling of events for the Association.

Section 5.4 The Secretary shall keep a true record of the minutes of all meetings of the Association and keep a file of all papers belonging to or pertaining to the Association. The Secretary shall also keep a separate true record of the minutes of all Board of Director meetings. The records and proceedings of the Board meetings are to be kept in confidence, as determined by the Board. The Secretary is also responsible for maintaining a contact / information listing of the Officers and Directors. In addition, the Secretary will collect / update contact information for those newly elected positions prior to the end of the election meeting.

Section 5.5 The Treasurer shall have charge of all receipts and monies of the Corporation, deposit same in the name of the Corporation, and shall disburse said funds as ordered or authorized by a majority of the members present at a regular meeting, or as directed by the Board of Directors. The Treasurer shall keep regular accounts of Corporation receipts, disbursements, and give an itemized report at regular meetings of the Corporation. The Treasurer shall provide financial information, as required, at all Board of Director meetings. At the discretion of the Board, the Treasurer may be bonded by a reliable bonding agency authorized to do business within New York State, in the amount of at least $10,000.00; such bond to be conditioned upon the faithful performance by the Treasurer of the duties set forth in these Articles. The President of the Association shall appoint three qualified Trustees to audit the books of the Treasurer prior to the installation of new Officers, or when the appointment of a new Treasurer is required. Additionally, the Treasurer should make every effort to provide a treasurer’s report for presentation at regular Association or Board meetings they can not attend.

Section 5.6 The Board of Directors shall have control of the property and affairs of the Corporation and shall fix its operating and financial policies. The Board of Directors shall act as a Financial Committee to work with the Association to promote Association activities and to work with active committee chairpersons in structuring and managing that discipline’s yearly financials (income and expenses). An active discipline is defined as a LWLA activity that has a structured event during the fiscal year. All new improvements, additions, acquisitions, or disciplines that will require expenses of $500 or larger must originate as a proposal to the Board and be approved by the Board of Directors. The Board of Directors shall have power to hold meetings; employ necessary staff and employees; suspend, censure, or expel members as provided by these By-laws; take all necessary and proper steps to carry out the purpose of this Corporation and promote its best interests. The Board shall meet monthly, in April through October, or by special request of the President. All matters of business of the Board of Directors shall be decided by a majority vote of the Board of Directors except where 2/3 (two/thirds) vote is required by these By-laws. A present quorum shall consist of half of the active Directors and at least one Officer. At any meeting of the Board of Directors, no act of said Board of Directors shall be valid unless the present quorum is met. Other than normal Association activities, the Board of Directors must approve any Association expenditure exceeding $500.00. Electronic voting (by E-mail and/or phone) is an acceptable meeting alternative for time sensitive or urgent matters when at least half of the active Officers and Directors can be contacted.

Section 5.7 The President and Treasurer shall, on being so directed by the Board of Directors, sign all leases, contracts, deeds, mortgages, notes, or instruments in writing in order to complete those transactions set forth in Article V, Sections 5.6 through 5.6.3. Only the Treasurer or the President’s signature is required on transactions detailed in Section 5.5. The Board of Directors shall have approval rights of the business affiliates used to effect the transactions set forth in Article V, Sections 5.5 and 5.6 through 5.6.3. By including Section 5.5, the Board of Directors reserves the right to determine all persons and business affiliates with which the Corporation will transact any Association financial activity / instrument.

Section 6.1 Nominating Committee. The President shall appoint a Nominating Committee consisting of one to three members whose duty it shall be to nominate candidates for officers and directors to be elected at the annual meeting in August. They shall present the nominees at the annual meeting, solicit nominations from the floor for each office, provide for the election's ballots, conduct the election, and report the results. The Nominating Committee term is from the time of appointment through the election in August.

Section 6.2 Standing Committees. The President shall appoint within a reasonable time after the annual meeting, such standing committees as he/she or the Board of Directors may deem necessary or prudent; said committees to consist of as many members as seems feasible and practicable. It is suggested that Directors limit their participation to no more than two Association Committees. The President may, at any time, appoint other committees on any subject for which there is no standing committee of the Corporation. The term of any Standing Committee shall not exceed one administrative year.

Section 6.3 Committee Quorum. A majority of any committee of the Corporation shall constitute a quorum for the transaction of business.

Section 6.4 Committee Vacancies. The President shall have the power to fill vacancies in the membership of any committee.

Section 7.1 The Association may adopt such temporary By-laws, rules of order, and resolutions as may be necessary providing they do not conflict with these By-laws. It may also provide for the election of officers not enumerated herein.

Section 7.2 These By-laws may be revised or amended by a 2/3 (two/thirds) vote of the members present at a regular scheduled Association meeting and only when such proposed amendment shall have been read /presented at one previous regular scheduled Association meeting. Alternately, the proposed amendment may be published and distributed in an Association newsletter prior to the revision vote.

Section 7.3 All previous By-laws of this Association, are hereby repealed.

Section 8.1 All meetings generated of the Association shall be governed by "Robert's Rules of Order". The President may elect to conduct meetings in a more casual manner as provided for in Section 7.1, but any member may request that the meeting revert to "Robert's Rules of Order" if the meeting becomes out of order, or conditions requiring proper discipline are encountered.

Section 9.1 General meetings of the Association shall be scheduled by the Board of Directors. At least one Association meeting shall be scheduled per year at a time and place appropriate to a majority of the members. All general meetings usually start at 7:00 P.M. and will usually be on a Summer weekend. The order of business shall be:
1. Reading of minutes of last meeting for corrections and approval
2. Treasurer's report and approval
3. Board of Director's meeting report as appropriate
4. Introduction of new members, guests, and special presenters / requestors as appropriate
5. Correspondence read and general communication moderated by the President
6. Committee Reports
7. Unfinished "Old" Business
8. New Business
9. Adjournment

Section 9.2 Special meetings shall be called by the Association President, or by request to the President by the Board of Directors, or by written petition signed by ten members; the specific purpose of the meeting to be explained in the petition and presented to the President, when in their opinion a matter of sufficient importance shall arise. The purpose of the meeting petition may be deferred to a special Board of Directors meeting at the discretion of the President upon receiving the petition. No business shall be transacted at a special meeting other than that for which it was called.

Section 9.3 The election of Officers and Directors, shall be a general meeting held at the end of Summer, usually in late August or September. New Officers and Directors shall take office at the next scheduled BOD meeting or general meeting. The President shall appoint chairpersons to the following standing committees if active:
1. Association Publicity and Newsletter
2. Association Membership
3. Schuyler and Steuben County Soil & Water
4. Active Disciplines
5. Community Service
The President shall also appoint committees and chairpersons, as required, to conduct special activities during his or her term.

Section 9.4 All matters of business, including the election of officers and directors, shall be decided by a majority vote of the members present at the current meeting unless otherwise provided for; such provision to become inactive with the ending of that meeting.

Section 9.5 All questions of priority of business shall be decided by the President without debate.

Section 9.6 Twenty members shall constitute a quorum at general Association meetings. All Officers and Directors can vote except the President. In case of a tie vote, the President will cast a deciding vote.

Section 9.7 Voting. Every member, as defined in these by-laws, shall be entitled to one vote. Except as otherwise provided for in the By-laws, all actions shall be decided by a majority vote of the members present in person.