BY-LAWS

OF

THE OQUAGA LAKE IMPROVEMENT ASSOCIATION, INC.

ARTICLE I

NAME AND PURPOSE OF CORPORATION

Section 1. Name

This corporation shall be known as The Oquaga Lake Improvement Association.

Section 2. Purpose

The purpose of the Association shall be:

To preserve, improve and protect Oquaga Lake and the lands adjoining the same and bordering thereon, all located in the Town of Sanford, Broome County, New York; to develop and promote the said territory as a summer resort; to prevent the contamination of the waters thereof; to further and advance the social and general welfare of the said territory and the owners and occupants thereof and the members of this Association; to do any and all acts necessary to carry into effect the foregoing objectives, including acquiring and holding title and property rights in and to the said Oquaga Lake, adjoining lands and springs and water courses in the vicinity.

ARTICLE II

MEMBERSHIP

Section 1. Eligibility

The membership of the Association shall consist of those people who have signed the certificate of incorporation as incorporators, together with all persons who are received into membership as hereinafter provided.

Section 2. Classes of Membership

The members of this corporation shall be divided into two classes: active and associate.

Section 3. Active Membership

To entitle a person to active membership, he/she shall either own real property located in the Oquaga Lake Sewer District or shall legally represent the owner of such property by being the legally qualified trustee, executor, administrator, guardian or personal representative or agent or attorney of the owner. Joint ownership of an interest in real property shall entitle said joint owners to ONE vote at meetings.

Section 4. Associate Membership

To entitle a person to associate membership, he/she shall reside in the Oquaga Lake Sewer District at the time of application. Associate members shall not be permitted to vote in Association matters.

Section 5. Admission to Membership

Persons entitled to active membership shall, upon payment of dues, become an Association Member.

Section 6. Annual Dues

The annual dues for active and associate members will be set by the Board of Directors  with an affirmative vote by the membership at a duly called meeting.

Section 7. Indebtedness

A member failing to pay annual dues shall not be entitled to vote at any meeting.

ARTICLE III

BOARD OF DIRECTORS

Section 1. Administration

The general management of the affairs of the Association shall be vested in the Board of Directors, who shall be elected as provided in the by-laws. The Board shall be the policy forming and administrative body of the Association and as such is responsible to the membership.

Section 2. Personnel

The Board of Directors shall consist of twelve (12) elected members. The officers of the Association shall consist of a President, Vice President, Secretary, and a Treasurer.

Section 3. Duties of the Board

The Board of Directors shall manage the affairs, funds, and property of the Association. The Directors shall have full power and it shall be their duty to carry out the purposes of the Association according to its Constitution and By-laws.

Section 4. Powers

The Board of Directors may vote the expenditure of money and they deem necessary or advisable; and may contact for lease or purchase in the name of the Association water rights, properties, or facilities for the use of the members.

Section 5. Indebtedness

The Board of Directors may impose a liability or levy on assessment only by an affirmative vote of the membership at a duly called meeting.

ARTICLE IV

NOMINATION AND ELECTION OF OFFICERS

Section 1. Nomination

The President shall appoint annually a nominating committee, whose chairman shall be a Director and whose two additional members may be selected from the general membership. It shall be the responsibility of the Nominating Committee to propose a slate of four (4) directors to be presented at the annual meeting. Nominations for directors may also be made from the floor at the annual meeting.

Section 2. Election of Directors

The directors of the Association shall be elected at the annual meeting. Each active member shall be entitled to one vote for each director and the candidates receiving the majority of votes shall be declared elected.

Section 3. Term of Office

At the annual meeting there shall be elected four (4) directors who will each serve a term of three (3) years.

Section 4. Election of Officers

A meeting of the Board of Directors shall be held immediately following the annual meeting for the purpose of electing officers. The directors shall elect from the Board a President, Vice President, Secretary, and a Treasurer. The officers elected shall hold office until their successors are elected the following year.

ARTICLE V

VACANCIES

Vacancies among the officers or on the Board of Directors shall be filled by a majority vote of the Board of Directors. Persons so appointed shall serve until the expiration of the original term of office.

ARTICLE VI

DUTIES OF OFFICERS

Section 1. President

The President shall be the executive officer of the Association, shall preside at all meetings of the Association and of the Board of Directors, shall serve as a member ex-officio of all committees, and shall appoint such committees as he/she or the Board of Directors considers expedient or necessary.

Section 2. Vice President

The Vice President shall assist the President and shall assume the duties of the President in his absence.

Section 3. Secretary

The Secretary shall keep the minutes of the meetings of the Association and the Board of Directors; shall, if requested, read such minutes for approval and shall mail all notices for meetings of the Association or the Board of Directors. The Secretary shall conduct the general correspondence of the Association and perform such other duties as may be required of him by the By-laws, the President, or the Board of Directors.

Section 4. Treasurer

The Treasurer shall be responsible for the funds of the Association, deposit them in the name of the Association and disburse monies as ordered or authorized by the Board of Directors. He/she shall keep accurate accounts of receipts and disbursements, submit his record when requested and present financial statements at regular meetings of the Association. The Treasurer shall collect dues and assessments from members. If necessary, the Treasurer may be assisted in the collection of dues. In the absence of both the President and Vice President, the Treasurer will assume the duties of the President.

Section 5. Agreements

The President, Secretary, and Treasurer shall, on being so directed by the Board, sign all leases, contracts, or other instruments in writing.

ARTICLE VII

COMMITTEES

Section 1. Membership Committee

There shall be a Membership Committee appointed by the President. This committee may consist of one to three persons, at the discretion of the President. The function of this committee shall be to promote active membership and to prepare the disbursement of membership materials, including Association rules and regulations.

Section 2. Special Committees

Special committees may be established or dissolved by the President as their need is indicated with the approval of the Board of Directors. The chairmen of such committees shall be appointed by the President.

ARTICLE VIII

MEETINGS

Section 1. Annual Meetings

The annual meeting of the Association shall be held on the last Friday evening of August of each year. Notice of the time and location of the annual meeting shall be mailed to each member at least ten (10) days previous thereto.

Section 2. Special Meetings

Special meetings of the Association may be called by the President at any time on his own initiative or by the President or Secretary upon request of five members to such officer made in writing. Notice of the meeting shall be mailed to each member at least ten (10) days prior to the meeting, and at such special meeting there shall be considered only such business as is specified in the notice of the meeting.

Section 3. Quorum

At all meetings of the Association, whether regular or special, twenty (20) percent of all members in good standing shall constitute a quorum. If a quorum is not present, the presiding officer may adjourn the meeting to a day and hour fixed by him.

Section 4. Order of Business

At annual meetings of the Association, the order of business shall be as follows:

                                1. Reading of Minutes

                                2. Reports of Officers

                                3. Reports of Committees

                                4. Election of Directors

                                5. Unfinished Business

                                6. New Business

Section 5. Board Meetings

Meetings of the Board of Directors shall be called by the President whenever in his judgment it may be deemed necessary, or by the Secretary upon request of any two members of the Board of Directors. Five (5) days notice of meetings of the Board shall be sent by mail to all Directors, except for emergency meetings when the provision shall be waived.

Section 6. Quorum for Board Meetings

At meeting so f the Board of Directors, a majority of the Board of Directors shall constitute a quorum.

ARTICLE X

COMPENSATION

Neither the officers, directors nor members serving on committees shall receive any salary or compensation for services rendered to the Association.

ARTICLE X

MISCELLANEOUS PROVISIONS

All notice to members shall be mailed directly to their current address as given on the books of the Association and such mailings shall be considered presumptive evidence of service thereof.

ARTICLE XI

SEAL

The seal of the corporation shall be a metal or rubber stamp in the form of a circle, and shall bear the name of the corporation and the year of its incorporation, 1906, and within the circle the figure of an owl.

ARTICLE XII

AMENDMENTS

These By-Laws may be amended only by a majority vote of the members present at a regular or special meeting of the Association, provided notice of the proposed amendment has been stated in the call for the meeting.

CERTIFICATION

The undersigned, President of the Oquaga Lake Improvement Association, does hereby certify that this is a true and correct copy of the By-Laws of the Oquaga Lake Improvement Association duly adopted by the membership of the Association at the Annual Meeting of the Association held on August 26, 2016.

Mark Millspaugh, PE

President

Revised August 26, 2016

Last modified: 09/04/16