ASSOCIATION BY-LAWS
(originally adopted 12 NOV 1987)
(as amended 7 AUG 1991)

Proposed:  to change the title of the document to reflect our organization and to add dates
 for any and all changes to the original By-Laws such as to reflect organizational history.

FRIENDS OF LAKE WINNECOOK, INC.,
BY-LAWS
(originally adopted 12 NOV 1987)
(as amended 7 AUG 1991)
(as amended 10 AUG 2002)
(amendments proposed 10 AUG 2002 to be considered in future)

ARTICLE I  NAME

The name of this organization shall be:  Friends of Lake Winnecook, Inc.  

The name of this organization shall be:  Friends of Lake Winnecook, Inc.  
(Throughout this document Friends of Lake Winnecook, Inc., will be noted as the Association.)

ARTICLE II  PURPOSE

The purpose of the Association shall be to preserve, enhance and protect 
the beauty of Lake Winnecook and its adjacent areas.

Proposed:  to change article II above by addition of a comma after “enhance” 
to follow punctuation style used throughout the rest of the document.

The purpose of the Association shall be to preserve, enhance, 
and protect the beauty of Lake Winnecook and its adjacent areas.

ARTICLE III  MEMBERSHIP

Section 1.  Membership in the Association shall be open to all persons 18 years of age
 and over, interested in the purpose of the Association.

Section 2.  Individuals shall become members of the Association with full privileges 
thereof upon payment of dues to the Association.

Section 3.  Individual members will pay annual dues of ten dollars ($10.00) per year.  
Family membership will be at the rate of fifteen dollars ($15.00) per year with full privileges 
for two members.

Section 4.  Junior members will be those individuals less than eighteen (18) years of age
 who wish to participate in Association activities.  Junior members will not have voting rights. 
Junior members will not be expected to pay dues.

ARTICLE IV  GOVERNMENT

Section 1.  The government of the Association shall be vested in a Board of Directors 
subject to the will of the membership.

Section 2.  The Board of Directors shall have general oversight of all matters 
pertaining to the welfare of the Association and to the interest of the members not 
otherwise provided for.

Section 3.  Five (5) directors shall be elected at the Association’s annual meeting 
for a period of one year, or approximately so from one annual meeting to the next.
There will be one each from the town of Burnham, Troy, and Unity.  
No more than two (2) directors will serve any one town.

Proposed:  That section 3 above be deleted and replaced with section 3 below to more 
accurately reflect actual recent practice

Section 3.  Five (5) directors shall be elected at the Association’s annual meeting 
for a period of one year, or approximately so from one annual meeting to the next.  
There will be one each to represent the towns of Burnham, Troy, and Unity.  
Two (2) directors-at-large will be appointed independent of local government boundaries.

Section 4.  In addition to the above mentioned directors, all officers of the Association 
shall be ex-officio members of the Board of Directors.

ARTICLE V  OFFICERS

Section 1.  The officers of the Association shall be a President, Vice-President, 
Secretary, and Treasurer, all of whom make up the Executive Committee.

Section 2.  The function of the Executive Committee shall be to make recommendations 
to and execute all decisions of the Board of Directors, and of the membership.

Section 3.  The officers of the Association shall be elected at the Association’s annual 
meeting for a period of one year, or approximately so from one annual meeting to the next.

ARTICLE VI  DUTIES OF OFFICERS

PRESIDENT  The president, and in the absence of the president, the vice-president, 
shall preside at all meetings of the Board of Directors and of the membership.  
Should both the president and vice-president be absent from any meeting, 
the meeting shall be called to order by the secretary and a chairperson pro-tempore shall be chosen.  
In addition, the president shall have general supervision of all the affairs of the Association.  
He/she shall appoint all committee members.  He/she shall cause to be called all regular 
and special meetings of the members and of the Board of Directors in accordance with these By-Laws.
The president shall present at each annual meeting a report on the condition, accomplishments, 
plans, problems, and prospects of the Association.  
The president shall sign and make all contracts and agreements on behalf of and in the name 
of the Association, subject to the approval of the Board of directors.  
He/she shall see that the books, reports, statements, and certificates required by statutes 
are properly made, kept, and filed according to law.  In general, he/she shall enforce these 
By-Laws and perform all the duties incident to the position and office which are required by law.

***  Proposed change in spelling liason to liaison 

VICE_PRESIDENT  During the absence or inability of the president to render and perform his/her 
duties or exercise his/her powers as set forth in these By-Laws under which this Association is
 organized, the same shall be performed and exercised by the vice-president; 
 and when so acting, he/she shall have all the powers and be subject to all the responsibilities 
 and limitations hereby given and imposed upon the president.  In addition to the above, 
 the vice-president shall serve as liason (liaison) between the Board of Directors and all committees. 
 In this capacity he/she shall be an ex-officio member of all committees.

SECRETARY  The secretary shall keep a record of the business transacted at all meetings of the
 Board of Directors and of the membership in appropriate books.  He/she shall keep a roll of all 
 membership in appropriate books.  He/she shall keep a roll of all members of the Association 
 with their mailing addresses.  The secretary shall be the custodian of the seal and shall affix
 the same when required

TREASURER  The treasurer shall receive and collect all money due the Association and from whatever
 source; shall make all disbursements as directed by the Executive Committee; shall keep an account 
of all receipts and disbursements and submit a report of the same and of the financial condition 
of the Association at the annual meeting of the members and also to the Board of directors at any 
time he/she may be requested.  All disbursements shall be subject to approval of the Board of Directors.

ARTICLE VII  NOMINATIONS AND ELECTIONS

Section 1.  At least thirty (30) days prior to the annual meeting, the president shall appoint
 a nominating committee of at least three (3) members to seek out individuals interested in 
 running for officer or director of the Association.

Section 2.  The nominating committee shall prepare and present a slate of candidates for officers
 and directors to the members for ballot at the annual meeting.  Nominations will be accepted from 
 the floor.  Space must be reserved on the ballot for these names.

Section 3.  Voting shall be done by ballot with all the names of the candidates appearing 
on one ballot.  No name shall appear on the ballot more than once.  Only one member from each 
immediate family can be placed on the ballot.

Section 4.  The new officers and Board of Directors shall be installed and assume duties 
immediately following the annual meeting.

Section 5.  All officers are to be members of the Association.

ARTICLE VIII  REVOCATION AND VACANCIES

Section 1.  Any officer unable, unwilling, or failing to carry out his/her duties in the manner 
prescribed in these By-Laws of this Association, may, upon majority vote of the Board of Directors, 
be removed from office.  Any officer so removed, may, through written request to the Board of Directors,
 require that the election of his/her position be done at a special meeting of the membership.

Section 2.  With the exception of the above, all vacancies in the Board of Directors and the 
Executive Committee occurring between annual meetings shall be filled for the unexpired term 
by majority vote of the remaining directors.

ARTICLE IX  MEETINGS

Section 1.  The annual meeting of the Association shall be held during the first (1st) week of August.  
Appointment of time and place for the meeting shall be decided by the Executive Committee.

Section 2.  Special meetings of the Association may be called by the president provided written notice
 of such meeting is mailed to each member at his/her last known address not less than 72 hours 
 before the appointed time of the meeting.  
 Business to be transacted at a special meeting must be stated in the notice to the members
 and no business other than that stated in the notice may be transacted.

Section 3.  All business at meetings will be handled through a published agenda.  
Any member, not on the Executive Committee, may place items on the agenda provided notice of 
it is sent to the secretary bearing the signature of at least three (3) directors.

Section 4.  At any annual or special meeting twenty-five (25) members shall constitute a quorum.  
At any Board of Directors or Executive Committee meeting, a majority of the members shall 
constitute a quorum.  No business may be transacted without a quorum.

Section 5.  At all meetings, the rules of order shall be governed by these By-Laws, 
and by Robert’s Rules of Order.

ARTICLE X  VOTING RIGHTS

Section 1.  At the annual meeting, “good standing” shall refer to those members who have paid 
their dues for the following year.  At all other meetings, “good standing” shall refer 
to those members who have paid dues for the current year.

Section 2.  All members in good standing shall possess the right of one vote on all matters 
put before the membership and in the election of the officers and directors.  Only members can place motions before the floor.

Section 3.  Absentee votes at the annual meeting will not be recognized.  
At special meetings of the Association, absentee votes will be counted provided they are 
received by the secretary in time for the meeting.

ARTICLE XI  COMMITTEES

Section 1.  Standing committees and chairpersons shall be appointed by the president 
only upon approval of the Board of Directors.  
A list and duties of standing committees shall be maintained by the secretary.

Section 2.  Temporary committees may be set-up by action of either the Board of Directors 
and/or the Executive Committee.  The life of temporary committees shall be determined 
by the body setting it up.

Section 3.  Committees must report all findings to the Board of Directors 
before any action can be taken.

Section 4.  Appointment to committees is open only to members of the Association.

ARTICLE XII  AMENDMENTS

These By-Laws may be altered, amended, repealed, or added to by a three-fourths (3/4) 
vote of the members present at any annual or special meeting of the Association 
provided a copy of the proposed change has been mailed to all voting members at 
least 72 hours prior to the meeting of the Association.