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The principal office of the corporation shall be in the Town of Bleecker, County of Fulton, State of New York. The corporation may also have offices at such other places within or without this state as the board may from time to time determine or the business of the corporation may require.
The purposes for which the corporation has been organized are as follows:
For the mutual advancement of the interest of its members owning property at or near Peck Lake, in the Towns of Bleecker and Johnstown, Fulton County, New York; to aid in the formulation and establishment of sound policies and practices, designed to conserve, restore, protect and safely regulate the natural resources with the area commonly known as Peck Lake; to secure, by lawful means, a greater interest in civic affairs in the Towns of Bleecker and Johnstown and promote equality in assessments.
Without limitations of the generality of the foregoing, a further and more particular object of the corporation shall be to take into consideration and preserve the original peace and tranquility of the lands surrounding Peck Lake and to maintain same forever.
1. Qualifications for Membership
a. Owners of property at Peck Lake, Peck's Park, in the Town of Johnstown and/or Bleecker, who have paid the annual dues.
b. To be a member of the PLPA a person must own at least one lot, which will entitle him/her to one vote. If one member owns more than one lot, he/she shall, nonetheless, be entitled to one vote. There shall be one vote per member, but only one vote regardless of how many lots a person or group owns.
2. Qualifications for Affiliates
a. Any person renting a camping or trailer site for a full season from Peck's Lake Enterprises may become an affiliate of the PLPA upon payment of annual due equal to fifty percent of the current dues for a PLPA member. An affiliate of the PLPA is entitled to receive the newsletter and other pertinent mailings regarding the lake community and may participate in PLPA sponsored social activities. Affiliates of the PLPA are not entitled to vote as members of the corporation.
3. Membership Meetings
The annual membership meeting of the corporation shall be held on the Saturday preceding Labor Day Monday each except that if such day be a legal holiday, then in that event the directors shall fix a day not more than two weeks from the date fixed by these by-laws. The secretary shall cause to be mailed to every member in good standing at his/her address as it appears on the membership roll book of the corporation a notice stating the time and place of the annual meeting.
Regular meetings of the corporation shall be held as needed.
The number of members present at any membership meeting shall constitute a quorum in order to conduct the business of the corporation; however, a majority of those present may adjourn the meeting for a period of not more than five weeks, and the secretary shall cause notice of the rescheduled date of the meeting to be sent to those members who were not present at the meeting originally called. A quorum as hereinbefore set forth shall be required at any adjourned meeting.
A membership roll showing the list of members as of the record date, certified by the secretary of the corporation, shall be produced at any meeting of members upon request therefor of any member who has given written notice to the corporation that such request will be made at least ten days prior to such meeting. All persons appearing on such membership roll shall be entitled to vote at the meeting.
4. Special Meetings
Special meetings of the corporation may be called by the directors. The secretary shall cause notice of such meeting to be mailed to all members at their addresses as they appear in the membership roll book at least ten days but not more than fifty days before the scheduled date of such meeting. Such notice shall state the date, time, place and purpose of the meeting and by whom called.
No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.
5. Fixing Record Date
For purpose of determining the members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining the members entitled to receive any distribution or any allotment of any rights, or for the purpose of any other action, the board shall fix, in advance, a date as the record date for any such determination of members. Such date shall not be more than fifty nor less than ten days before such meeting, nor more than fifty days prior to any other action.
6. Action by Members with a Meeting
Whenever members are required or permitted to take any action by vote, such action may be taken without a meeting by written consent, setting forth the action so taken, signed by all members entitled to vote thereon.
7. Proxies
Every member entitled to vote at a meeting of members or express consent or dissent without a meeting may authorize another person or persons to act for him/her by proxy.
Every proxy must be signed by the members or his/her attorney-in-fact. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall revocable at the pleasure of the member executing it, except as otherwise provided by law.
8. Order of Business
9. Membership Dues
The annual dues shall not exceed Twenty-Five Dollars. Dues may be adjusted to any amount lower than Twenty-Five Dollars by the board to reflect the budget of the association.
10. Annual Fiscal and Membership Year
The annual corporate, fiscal and membership year for the association shall be July 1 to June 30.
1. Management of the Corporation
The corporation shall be managed by the board of directors and officers. The board of directors shall consist of not less than directors. Each director shall be at least nineteen years of age.
2. Election and Term of Directors
At each annual meeting of the members, the membership shall elect directors to serve three year terms. The terms of the directors shall be arranged so that the terms of an approximately equal number of directors expire each year. A director shall not serve more than two consecutive three year terms. A year's lapse in service must occur before a director may serve additional terms. Each director shall hold office until the expiration of the term for which he/she was elected and until his/her successor has been elected and shall qualified, or until his/her prior resignation or removal.
3. Increase or Decrease in Number of Directors
The number of directors may be increased or decreased by vote of the members or by vote of a majority of all directors. No decrease in number of directors shall shorten the term of any incumbent director.
4. Newly Created Directorships and Vacancies
Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the board for any reason except the removal of directors without cause may be filled by a vote of the directors then in office, although less than a quorum exists, unless otherwise provided in the certificate of incorporation. Vacancies occurring by reason of the removal of directors without cause shall be filled by vote of the members. A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his/her predecessor.
5. Removal of Directors
Any or all of the directors may be removed for cause by vote of the members or by action of the board. Directors may be removed without cause only by vote of the members.
6. Resignation
A director may resign at any time by giving written notice to the board, the president or the secretary of the corporation. Unless otherwise specified in this notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.
7. Quorum of Directors
Unless otherwise provided in the certificate of incorporation, a majority of the entire board shall constitute a quorum for the transaction of business or of any specified item of business.
8. Action of the Board
Unless otherwise required by law, the vote of majority of the directors present at the time of the vote, if a quorum is present at such time, shall be an act of the board. Each director present shall have one vote.
9. Place and Time of Board Meetings
The board may hold its meetings at the office of the corporation or at such other places, either within or without the state, as it may from time to time determine.
10. Regular Annual Meeting
A regular annual meeting of the board shall be the first meeting of the board following the annual meeting of the members.
11. Notice of Meetings if the Board, Adjournment
Regular meetings of the board may be held without notice at such time and place as it shall from time to time determine. Special meetings of the board shall be held upon notice to the directors and may be called by the president upon three days notice to each director either personally or by mail or by wire; special meetings shall be called by the president or by the secretary in like manner on written request of two directors. Notice of a meeting need not be given to any director who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to him/her.
A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of adjournment shall be given all directors who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.
12. Chairman
At all meetings of the board the president, or in his/her absence, the executive vice president shall preside. If the executive vice president is not available, then a vice president shall preside.
13. Executive and Other Committees
The board, by motion may designate from among its members an executive committee and other committees, each including one or more directors. Each such committee shall serve at the pleasure of the board.
1. Offices, Election, Term
At each annual meeting of members, the membership shall elect officers to serve one year terms. Unless otherwise provided in the certificate of incorporation, the members may elect a president, an executive vice president, one or more vice presidents, a secretary and a treasurer and such other officers as the board or membership may determine, who shall have such duties, powers and functions as hereinafter provided. Officers shall have the right to vote on all matters brought before the directors and membership. Officers shall not serve more than four consecutive one year terms. Each officer shall hold office for the term he/she is elected or appointed and until his/her successor has been elected or appointed and qualified. All officers shall be elected of appointed to hold office until the annual meeting of the membership.
2. Removal, Resignation, Salary
Any officer elected by the members or appointed by the board may be removed by the board with or without cause. In the event of the death, resignation or removal of an officer, the board in its discretion may elect or appoint a successor to fill the unexpired term. Any two or more offices may be held by the same person, except the offices of president and secretary. The salaries of all officers shall be fixed by the board.
3. President
The president shall be the chief executive officer of the corporation; he/she shall preside at all meetings of the members and of the board; he/she shall have the general management of the affairs of the corporation and shall see that all orders and resolutions of the board are carried into effect.
4. Vice Presidents
During the absence or disability of the president, the vice president, or if there is more than one, the executive vice president, shall have all the powers and functions of the president. Each vice president shall perform such other duties as the board shall prescribe.
5. Treasurer
The treasurer shall have the care and custody of all the funds and securities of the corporation, and shall deposit said funds in the name of the corporation in such bank or financial institution as the directors may elect; he/she shall, when duly authorize by the board of directors, sign and execute all contracts in the name of the corporation, when countersigned by the president. He/she shall also sign all checks, draft notes and orders for payment of money, which has been duly authorized by the board of directors. The president, in absence of the treasurer, shall have the authority to sign checks, draft orders notes and orders for the payment of money. The treasurer shall at all reasonable times exhibit his/her books and accounts to any director or member of the corporation upon application at the office of the corporation during ordinary business hours. At the end of each corporate year he/she shall have an audit of the accounts of the corporation made by an accountant or committee appointed by the president, and shall present such audit in writing at the annual meeting of the members, at which time he/she shall also present an annual report setting forth in full the financial condition of the corporation.
6. Secretary
The secretary shall keep the minutes of the board of the directors and also the minutes of the members. He/she shall have custody of the seal of the corporation and shall fix and attest the same to documents when duly authorized by the board of directors. He/she shall attend to the giving and serving of all notices of the corporation and shall have charge of such books and papers as the board of directors may direct; he/she shall attend to such correspondence as may be assign to him/her, and perform all the duties incidental to his/her office. He/she shall keep a membership roll containing the names, alphabetically arranged, of all persons who are members of the corporation, showing their places of residence and the time they became members.
7. Sureties and Bonds
In case the board shall so require, any officer or agent of the corporation shall execute to the corporation a bond in such sum and with such surety of sureties as the board may direct, conditioned upon the faithful performance of his/her duties to the corporation and including responsibility for negligence and for the accounting for all property, funds or securities of the corporation which may come into his/her hands.
The seal of the corporation shall be as follows:
If there be any conflict between the provisions of the certificate of incorporation and these bylaws, the provisions of the certificate of incorporation shall govern.
The bylaws may be adopted, amended or repealed by the members at the time they are entitled to vote in the election of directors. Bylaws may also be adopted, amended or repealed by the board of directors but any bylaw adopted, amended or repealed by the board may be amended by the members entitled to vote thereon as hereinbefore provided.
If any bylaw regulating an impending election of directors is adopted, amended or repealed by the board, there shall be set forth in the notice of the next meeting of the members for the election of directors the bylaw so adopted, amended or repealed, together with a concise statement of the changes made.
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