By-Laws

ARTICLE I

 Name

  The Name of this Organization shall be:

  COSSAYUNA LAKE IMPROVEMENT ASSOCIATION, INC.

and the term “Corporation” shall be used interchangeably with the name:  Cossayuna Lake Improvement Association, Inc.

  ARTICLE II

  Purposes 

As set forth in the Articles of Incorporation, the Cossayuna Lake Improvement Association, Inc. has been formed for the following purposes: 

To monitor the welfare of Cossayuna Lake;

To maintain and improve the waters of Cossayuna Lake, New York by instituting such options as contracting with a licensed applicator to treat the water and removing non-native aquatic vegetation, thereby ensuring the continued use of the Lake for public recreational purposes and performing charitable activities for the benefit of the public, the Lake and its surrounding community;

To promote and encourage ways of improving and cleaning water in the Lake through the removal of non-native aquatic vegetation and algae so as to provide a cleaner and healthier lake for both the public and adjoining private property owners as it relates to the surrounding Cossayuna Lake, New York community and for preservation of the Lake;

To maintain a place to meet in order to improve and further interest in the betterment of Cossayuna Lake, New York and plan for the well-being of Cossayuna Lake and the Cossayuna Lake, New York community;

To promote the advancement and well-being of the Cossayuna Lake community for the benefit of the public and the members of the lake community within the confines of the by-laws hereof and the laws of the State of New York;

To promote sports, social activities and good fellowship among members of the Cossayuna Lake, New York community; and

To purchase real property and personal property and to sell and mortgage real property and personal property for corporate purposes and for preservation of Cossayuna Lake.

ARTICLE III

Membership and Board of Directors and Officers

Membership:  Membership in the Corporation is open to the people who reside within the confines of the tract known as Cossayuna Lake, which includes the area from the shore of the lake up to and including any point within one mile from the road that encircles the Lake.      

There shall be two types of members in the Corporation:  Voting members and Honorary members.

Voting members are those individuals who live in the area specified and pay dues on an annual basis.

Honorary members are those individuals who have, in the opinion of the Board have made a significant contribution to the community. Honorary members do not have a vote nor do they pay dues.

Only members owning property may hold an office in the Corporation.

Directors:

The Corporation shall be governed by a Board of Directors which will have full power to manage the business of the Corporation. There will be 12 Directors selected for a three-year term. The Directors will be chosen at the Election Meeting of the Corporation. One third of the Directors will be elected each year.

Meetings of the Board of Directors will be set at the first meeting following the Election Meeting. The Board will meet no less than six times each year to conduct the business of the Corporation.

Each Director shall have one vote. In the event that a Director is not able to be present at the meeting, the Director may be represented by written proxy.

The Board of Directors may make such rules and regulations as it deems necessary to the conduct of its meetings.

Vacancies on the Board will be filled temporarily by a vote of the remaining Board members and the vacancy will be filled for the remainder of the term at the next Election Meeting.

The President of the Corporation will be the Chairperson of the Board of Directors.

An officer or Director can be removed when sufficient cause exists for such a removal. A Director missing three consecutive meetings without reason can be asked to resign. The Board may entertain charges against any Officer or Director. The individual cited can be represented by counsel at the removal hearing. The Directors may adopt rules for the hearing that it considers necessary for the best interests of the Corporation.

The Corporation will be governed by a Board of Directors, which will have full power to manage the business of the organization.  They shall manage, control and direct the affairs and property of the Corporation pursuant to the laws of the State of New York and in compliance with Section 501 (c) (3) of the Internal Revenue Code.

Officers:   

The Officers of the Corporation will be the President, Vice-President, Treasurer and Secretary and any other officers as the Board determines are necessary.  Officers are elected for one-year terms.

The President of the Corporation will preside over all membership meetings and will be responsible for the management of the Corporation’s business. The President will carry out the orders and resolutions of the Board and will have the authority to reasonably delegate responsibility to others.  The President may be one of the officers required to sign checks and drafts for the Corporation.  The President is ex-officio on all committees except the nominating committee and serves as the official representative.

The Vice-President will, in the absence of the president, become acting President with all rights, privileges and powers of the President. 

When the offices of the President and Vice-President become vacant between elections, the Board of Directors will appoint one of their members to serve as President or Vice-President pro tempore until the Corporation can fill the vacancy at the next Election Meeting.

The Secretary will keep the minutes, correspondence and records of the Corporation.  The Secretary may be one of the officers required to sign checks and drafts of the Corporation.

The Treasurer and Assistant Treasurer will be responsible for the financial affairs of the Corporation.  The Treasurer and Assistant Treasurer will receive funds paid to the Corporation and pay all bills incurred by the Corporation as authorized by the Board.  The Treasurer or Assistant Treasurer will make a report at the General Meeting of the Corporation relative to the financial affairs of the Corporation.  The Treasurer and Assistant Treasurer will be bonded as required by the Board and will perform other duties as may be assigned by the Board.  The Treasurer or Assistant Treasurer will be required to sign all checks for the Corporation.  All Corporation funds will be deposited to the credit of the Corporation in the financial institution approved by the Board.

The past President may serve as ex officio on the Board for one year following his/her term as President at the request of the Board of Directors.

Officers will, by virtue of their office, be members of the Board of Directors.  

  ARTICLE IV

  Dues 

The Board of Directors will set dues of the Corporation at the first Board of Directors meeting following the Election Meeting. The Fiscal Year of the Corporation will be the calendar year.

 ARTICLE V

  Meetings  

Two membership meetings of the Corporation will be held each year.

The General Meeting will be held in the period between June 1 and July 31.

The Election Meeting will be held between August 1 and September 10.

Members will be notified in writing of the date and location of the meetings.

The President can call a Special Meeting of the Corporation when deemed necessary. A Special Meeting can be called at the written request of three members of the Board or twenty voting members of the Corporation. The request must be made at least 14 days before the scheduled date. Notices of a Special Meeting will be mailed to the membership no less than 10 days prior to the meeting date. In the event of an extreme emergency, five days oral notice can be provided the membership. The notice of a Special Meeting must include the reason for the meeting, the business to be transacted and who called the meeting.

ARTICLE VI

Voting

Only members in good standing are eligible to vote on issues pending before the Corporation.

Two types of procedure will be used for voting:  Show of hands vote for all business of the Corporation; and Written Ballot for Officers and Board of Directors

Voting at Meetings:  At each membership meeting, all votes will be by voice or by show of hands, as the presiding officer may decide. A secret ballot may be conducted if requested by the majority of the members present. When a written ballot is requested, the ballots will be counted in the presence of the membership and the results announced to the members at the meeting. Any member may vote by an Attorney-in-Fact or by another member, if he or she gives the other member a written proxy permitting the other member to vote in his or her place or stead relative to all business items which may arise at a meeting specified by proxy. Such proxy will be valid during any continuance or adjourned session of the meeting; however, no proxy may be used for the election of Officers and Directors.

Voting for Election of Officers and Directors:  Voting for Officers and Directors will be by secret ballot at the Election Meeting. The nominating committee will be responsible for preparing the slate of candidates and presenting it to the membership at the General Meeting. The members can then nominate additional candidates for any open position.

The nominating committee will make available ballots for the election of Officers and Directors. Such ballots must contain the names of all candidates, and will be posted on the Association website. An absentee ballot will be made available to the members unable to attend the meeting. Members wishing to vote via an absentee ballot can print the ballot from the website, or request a ballot to be electronically or physically mailed to them, or picked up at a mutually convenient time and place from the Secretary or designated person. The ballot will be provided no later than 10 business days prior to the Election Meeting. The member must return it to the Secretary or designated person by the designated date so that it may be counted at the Election Meeting. Any ballot received must be from an active CLIA member with voting privileges and only one vote per member will be counted. If both the member and the absentee ballot are on the premise at the time of the election the member will present their live vote and the absentee ballot will not be counted.

Prior to voting, the Chair will appoint Tellers to gather and count the marked ballots in front of the assembly. Any member of the Board (Officer or Director) or anyone who is a candidate for office is not eligible to be a Teller. After the count is completed, the Tellers will present the results in writing to the presiding officer. The presiding officer will read the results to the assembly and appended to the minutes of the meeting. The official results will include the total number of votes cast, as well as the number of votes cast for each candidate. These results should tally with the voter entrance checklist. If not, the amount of the discrepancy shall be noted. The ballots will be sealed and kept for (30) days. Sealed ballots will be the responsibility of the nominating committee.

ARTICLE VII

Order of Business

The Order of business will be as follows:

(1)   Call to Order

(2)   Minutes from the Previous Meeting

(3)   Treasurer’s Report

(4)   Report of the Officers

(5)   Reports of the Committees

(6)   Old or unfinished business

(7)   New business

(8)   Adjournment

The Chairperson can vary the Order of business as desired.

ARTICLE VIII

Appropriation of Funds

The Board of Directors may fix the compensation of any and all expenditures which they in their discretion may determine to be necessary to conduct the business of the Corporation. However, no sum in excess of $1,000 may be expended on one activity without the majority vote of the Board of Director members present and voting.

ARTICLE IX

Committees

Committees are appointed bodies responsible for the business of the Corporation. There shall be two types of Committees:  Standing Committees and Ad Hoc Committees.

The President will appoint all Committees.

Standing Committees are By-Laws, Finance, Lake Management and Nominating.

The By-laws Committee is responsible for reviewing the By-laws and proposing revisions.

The Finance Committee is responsible for reviewing the financial status of the Corporation, advising regarding the financial plans and preparing the annual budget in conjunction with the Treasurer.

The Lake Management Committee is responsible for developing the Lake Management Plan and oversight and review for Lake Management issues.

The Nominating Committee is responsible for soliciting candidates for office and preparing the ballot. 

ARTICLE X

Quorum 

A Quorum at any Corporation meeting will consist of not less than 15% of the voting Members present or represented by written proxies including at least two representatives of the Board. A quorum for the Directors is comprised of 10 members at least 2 of whom must be Officers.

ARTICLE XI

Authority

Roberts Rules of Order revised will generally be utilized to govern the proceedings of the Corporation in all cases in which they are applicable and in which they are not inconsistent with the By-Laws. 

ARTICLE XII

Compliance with Statutory Requirements

In accordance with the Internal Revenue Code requirements for Not-For-Profit Corporations, no substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in any political campaign on behalf of or in opposition to any candidate for public office.  At no time shall the Corporation engage in any act of self-dealing, nor retain any excess business holdings nor make investments in a manner as to subject it to tax pursuant to the Internal Revenue Code, section 4944, nor make any taxable expenditures as defined in section 4945 (d) of the Internal Revenue Code.

ARTICLE XIII

Tax Filing Requirements

The Corporation may be assisted by the services of an independent Certified Public Accountant who may be retained for the purpose of filing all required tax documents which include annual returns, reports of cash received, returns to report the sale of certain donated property, information to provide to donors and all other requirements necessary to comply with the federal and state tax authorities in order to maintain Non-For-Profit status. The Treasurer of the Foundation shall assist the Corporation’s Certified Public Accountant in timely compliance with all federal and state requirements. 

The Corporation in cooperation with the Corporation’s Board of Directors and Officers shall approve the hiring of and employment of said Certified Public Accountant.  The Board of Directors will make public the name of the Certified Public Account retained to provide services to the Corporation.

ARTICLE XIV

Maintenance of Separate Books and Records

The Corporation may maintain separate accounting books, records, ledgers and checking/savings accounts distinct from its operating account following recommendations of its Certified Public Accountant and Finance Committee, upon approval of the Board of Directors.

ARTICLE XV

General Provisions

Gifts:   The Board of Directors and Officers of the Corporation may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the purposes of the Corporation.                                                               

Compensation: The Board of Directors and Officers of the Corporation serve without compensation except they are entitled to compensation for reasonable operating expenses for the benefit of the Corporation.

ARTICLE XVI

Dissolution 

In the event of dissolution, all of the remaining assets and property of the Corporation shall after necessary expenses thereof be distributed to another organization exempt under Section 501 (c) (3) preferably the Cossayuna Volunteer Fire Department.  The Corporation shall approve the dissolution of the Corporation, if at all, by a majority vote of 1/3 the general membership in attendance at said meeting. The attendance of at 1/3 of the general membership in good standing shall be required to conduct such vote to dissolve the Corporation.                                                                                        

ARTICLE XVII

Modification of Articles of Incorporation and By-laws    

The Corporation may revise, amend or appeal the Foundation Articles of Incorporation and By-laws after written notice to the membership. By-law changes require an affirmative vote not less than 2/3 of the members present and voting.  

Approved by the Membership at the Election Meeting:  August 17th, 2019