CODE OF
REGULATIONS
THE
PREAMBLE
We, the members
of the Berlin Lake Association, a nonprofit corporation, hereby assemble
and promulgate this code of regulations in order to carry out the purposes
set forth in our Articles of Incorporation:
Article I.
MEETINGS OF
MEMBERS
(a) Annual Meetings.
The annual meeting of the members of this association shall be held at
a place designated by theBoard of Directors on the third Wednesday in
the month of April at
Notice of the annual
meeting shall be mailed to the last recorded address of each member, at least
seven (7) days before the appointed time for said
meeting.
(b) Regular Meetings.
The regular meetings of the membership shall be held quarterly in the
months of January, April, July and October of each year, on the third Wednesday
of said respective month. The meetings shall be held at the
Notice of all regular
meetings shall be given three (3) days before the appointed time for the
said meeting.
(c) Any officer
or director may call a special meeting of the membership by giving the members
ten (10) days written notice of said special meeting.
Article II.
MEMBERSHIP AND
VOTING
A person, firm or
corporation who pays annual dues of the Association, on or before the annual
meeting in April of each year, shall be deemed a regular and voting member
of the Association.
The dues shall be
set at Twentyfive Dollars ($25.00) per
year, per Household.
Said Twentyfive Dollar ($25.00) payment
entitles the members
of said household two (2) voting memberships.
Article III.
OFFICERS AND
DIRECTORS
(a) The elected officers of the
Association shall be
President,
VicePresident, Secretary, Treasurer,
Editor and six (6)
Directors. The
President, VicePresident, Secretary, Treasurer,
Editor, and all
Directors shall, upon election, be members of the Board of
Directors.
(b) The duties of the officers, directors and board of
directors
shall be as
follows:
1. President. The
President shall preside at all meetings of the members and directors. He/she
shall exercise, subject to the advice and consent of the Board of Directors
of the Association, a general supervision over all of the affairs of the
Association. The President shall perform, generally, all of the duties incident
to the office and such other duties as may be assigned to him, from time
to time, by the Board of Directors. The President shall be the sole spokesperson
for the Association. The President shall be a participating member of each
of the standing committees. The President shall submit a written report to
the Editor for every publication of the newsletter.
Unless otherwise
stated in these rules, the President shall appoint a chairperson for all
committees. The President may, from time to time, formulate committees other
than the standing committees, in order to carry out policies that are consistent
with the Articles of Incorporation and this Code of
Regulations.
The President shall
appoint a nominating committee of a number of members as the President, in
his/her sound discretion, deems to serve the best interest of the
association.
2.
VicePresident. The VicePresident shall perform all. duties of the
President in his absence or during his/her inability to act, and shall have
such other and further powers and shall perform such otherand further duties
as may be assigned to him by the Board of Directors. The VicePresident shall
be the chairperson of the Political Information Committee. In addition to
all of the duties incident to being the chairperson of the Political Information
Committee and the duties specified above, the VicePresident shall cause
to be kept an updated list of the names, addresses and phone numbers of all
public officials and/or public employees, either elected or appointed, whose
office affects Berlin Lake or surrounding Park and township areas. The
VicePresident shall submit a written report to the Editor for every publication
of the newsletter regarding the committee of which he is a
chairperson.
3. Secretary.
The Secretary shall keep, or shall cause to be kept, meetings of the
Board of Directors and of the meetings of the members and make a proper record
of same, which shall be attested by him or her. The Secretary shall keep
such books as may be required by the Board of Directors, and generally perform
such duties as may be required by the Board of Directors.
The Secretary shall
keep a complete list of the names, addresses and phone numbers of all officers
and directors. The Secretary shall call the role of attendance of all officers
and directors, shall keep a record of attendance of all officers and directors
for all meetings.
The Secretary shall
be the chairperson over the Membership Committee. Each year, the Secretary
shall head a membership drive. The Secretary shall submit a written report
to the Editor of the Newsletter for every publication regarding
the
membership of the association.
4. Treasurer.
The Treasurer shall have the custody of the funds and securities of the
Association which may come into his/her hands, and shall do with the same
as may be ordered by the Board of Directors. When necessary or proper, he/she
may endorse on behalf of the corporation all checks, notes and/other obligations.
The Treasurer shall deposit said funds of the Association to its credit in
such banks and/or depositories as the Board of Directors may, from time to
time, designate.
The Treasurer shall
submit to the annual meeting of the members, a statement of the financial
condition of the Association, and whenever required by the Board of Directors,
shall make and render a statement of his/her accounts, and such other statements
as shall be required. The Treasurer shall keep in the books of the association,
full and accurate accounts of all monies received and paid by him/her for
account of the Association. The Treasurer shall be responsible for causing
the preparation and/or filing of any and all tax documents required to be
filed by any governmental agency. The fiscal year of the Association shall
be the calendar year.
The Treasurer shall
collect and account for all dues and shall keep an updated list of the membership
of the Association.
All checks issued
by this Association shall be signed by both the President and the
Treasurer.
5. Editor of the Newsletter. The Editor shall
be responsible for sending notice of all meetings to all persons for any
meetings. Further, the Editor shall be the chairperson of the Newsletter
Committee and the Editor of the Association's newsletter. The contents of
said newsletter shall contain a report from the President, reports from the
chairpersons of the Membership Committee and of the Political Information
Committee and any other factual information deemed important by the Editor
of the Association. However, all editorial comment, made on behalf of the
Association, must be approved by the Board of Directors before publication.
The Editor may print "Letters to the Editor" at his/her own discretion, so
long as they are clearly depicted as such. The Editor shall cause the newsletter
to be circulated on a regular basis, to be determined from time to time by
the Board of Directors. Funds for the publication and distribution of said
newsletter shall be taken from the general fund of the Association, and said
funds shall be approved by the Editor, Treasurer and
President.
6. Directors.
Each Director holds a position of trust of the Association, and shall
at all times act in the best interest of said Association. Each Director
must be an active participant in at least one of the standing committees.
However, each Director may serve on more than one
committee.
7. Board of Directors. The Board of Directors,
acting as a board, shall have the power to manage and control the property
and affairs of the Association to the extent permitted by the Articles of
Incorporation, the Code of Regulations, and the. NonProfit Corporation Law
of
Each member of the Board of Directors shall
have one Vote.
Regular meeting
of the Board of Directors shall be held at a time and place designated by
the majority of the Board. The President or any two (2) other officers and/or
directors have a right to call a special meeting of the Board of Directors,
giving two (2) days notice to the other board members. Five (5) officers
and/or directors present at any board meeting shall constitute a quorum for
any meeting of the Board of Directors. However, to constitute a quorum, at
least one (1) officer must be present.
(c) Terms of
Office
1.
Officers:
All officers of the Association ( President, Vice-President, Secretary, Treasurer
and Editor) shall serve the same three-year terms. The initial terms of said
officers shall commence on
2.
Directors:
The initial term of Directors shall be as follows:
Two (2) directors
whose terms commence on
Ending
Two (2) directors whose terms commence on
Ending
Two (2) directors whose terms commence on
Ending
Upon the end of the terms of each of the Directors, an election shall
be held to elect directors to three-year terms and said procedures shall
continue every three (3) years. It is the intent set forth in these Code
of Regulations to have three (3) sets of directors serving staggered terms
of three (3) years.
(d)
Removal from Office, Vacancy in Office
1. Any officer or
director may be removed from office, for any just cause, upon recommendation
of the majority of the Board of Directors and upon an affirmative vote of
the membership at any regular meeting or any special meeting called for that
purpose. The absence of two (2) consecutive regular meetings constitutes
just cause for removal.
2. If any office
becomes vacant, for any reason, the unexpired term shall be filled by a member
who receives a majority vote from the Board of Directors.
(e) Elections
All elections shall
be held at the annual meeting in April each year, when an election is required
as set forth in this Code of Regulations.
All elections shall
be conducted by the nominating committee. The nominating committee shall
promulgate rules for the elections of officers and directors, and the nominating
committee shall cause those rules to be published in the newsletter of the
Association.
Nominating Committee
shall allow any member of the Association the opportunity to run for any
office or any directorship. Said application by any member to run for any
office or any directorship may be made in writing before the
election, or an application may be made
orally from the floor at
the meeting when
the election is held.
In addition, the
Nominating Committee shall seek qualified persons to fill the offices and
directorships, and upon acceptance of those qualified members, the Nominating
Committee shall cause the persons name to be placed on the
ballot.
(f)
Conflicts of Interest
All officers and
directors hold a position of trust to the Association and shall, when acting
in their official capacity, act in the best interest of the Association.
If any conflict of interest exists, full disclosure of this conflict must
be made to the Board of Directors. A knowing failure to disclose a conflict
of interest constitutes just cause for removal.
Article
IV.
STANDING
COMMITTEES
(a) The following
are the standing committees
1. Membership Committee.
2. Newsletter Committee.
3. Political Information Committee.
4. Telephone Committee
S. Nominating Committee
(b) Meetings of
said committees may be held at a time and place called by the chairperson
of said committee. Meetings may be by phone conference.
(c) With the exception
of the Nominating Committee, any member of the Association has the right
to serve as a participating and voting member on any
committee.
Article
V.
AMENDMENTS
These regulations
may be adopted, amended, or repealed by an affirmative vote of a majority
of the members empowered to vote thereon, at any meeting called and held
for that purpose, notice of which meeting has been given pursuant to law.
A quorum for such meeting shall be ten (10) percent of the
membership.
Thereupon,
the following assent to the adoption of the Code of
Regulations was entered these minutes
by all members of this association.
Date: February
5,2004
Acting Secretary,
Lynne Duchon