Silver Lake Association, Inc. By-Laws
Article 1 – Name and Purpose
The name of the organization shall be the Silver Lake Association (SLA). The purpose of SLA shall be to protect and improve the environmental quality of Silver Lake and its watershed, and the quality of the life around the lake (recreational, commercial, industrial, and social).
Article 2 – Association Meetings
Section 1. Meeting Attendance
All members whose dues are currently paid-in-full and “Invited Guests” are entitled to attend all SLA meetings.
Section 2. Annual Meeting
The SLA Annual Meeting shall be held on the second Saturday of August at 9:00 am of each year. The election of Officers, Tract Directors and Alternate Tract Directors, SLA by-laws amendments, and other meeting items as may come to the membership occurs at this meeting. Said meeting shall be held at some convenient place within the vicinity of Silver Lake. Notice of the Annual Meeting shall be published and communicated to the members in the most convenient way at the time of disbursement.
The general order of Business at all meetings shall be:
Pledge to the Flag
Previous meeting minutes
Election of Tract Directors, Alternate Tract Directors (Annual Meeting Only)
Election of Officers (Annual Meeting Only)
By-Law Amendments (Annual Meeting Only)
Miscellaneous Business scheduled on the Agenda
Section 3. Regular Meetings
Regular Board Meetings will be held the second Saturday of every month from April through October at 9:00 am at some convenient place within the vicinity of Silver Lake. Minutes of each meeting will be provided seven (7) days after the previous meeting. The Agenda of each meeting will be provided seven (7) days prior to each meeting. Seven (7) days’ notice shall be given to change any scheduled meeting.
Section 4. Special Meetings
Special Meetings may be called at any time, by the President and/or the Executive Committee, by any five (5) Tract Directors, or shall be called by the President at the written request of 10 Active SLA members. Such requests shall state the proposed meeting purpose(s). Notice of each special meeting of the Board, stating the time, place and purpose or purposes, shall be given by the SLA President or by the Secretary or by any five (5) Tract Directors, to each member of the Board, at least 10 days prior to the date fixed for such meeting. No other business but that specified in the notice may be transacted at such special meetings without the unanimous consent of all present at such meeting. Special Meetings of the Board may also be held at the request of the Executive Committee at any place and time, without notice, by the consent of all the Tract Directors present if it involves a personnel problem.
Section 5. Quorum
At any meeting, six (6) Board members shall constitute a quorum. A majority of such quorum shall decide any question that may come before the meeting. In the absence of a quorum, a majority of the Board present, at any regular or special meeting may adjourn the meeting without further notice other than announcement at the meeting, until a quorum is present. At such an adjourned meeting, at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called.
At the SLA Annual Meeting, 10 voting members eligible to vote shall constitute a quorum. A majority of such quorum shall decide any question that may come before the meeting. In the absence of a quorum, the members eligible to vote, which are present in person, shall have the power to adjourn the meeting without further notice other than announcement at the meeting, until the needed number of voting members shall be present.
Section 6. Voting
Only Active members (see Article 6) may vote at the SLA Annual Meeting. At Regular and Special Meetings of the Board, only the Officers, Tract Directors or the designated Alternate Tract Directors, who have paid their dues for the current year, may vote. At all meetings votes shall be by voice or show of hands. Upon the request by any member entitled to vote, the vote on any question before the SLA, or the vote for electing officers, Tract Directors or Assistant Tract Directors, may be by secret ballot.
Article 3 – Tract Directors
Section 1. Tract Directors and Term of Office
The SLA business shall be managed by Tract Directors consisting of a minimum of ten (10) members together with the SLA Officers. A Tract Director or Alternate Tract Director must be an Active Member (see Article 6). Each Tract Director shall be elected at the Annual Meeting for a term of one year. As near as practicable, one Tract Director shall be elected for each tract (Appendix 1) and that Tract Director represents their tract. One or more Alternate Tract Director(s) shall be elected for each Tract, depending on the size of the Tract and the need for help by the Tract Director in collecting dues, and distributing SLA materials (e.g. Directories, flares, pie tins). In the event that any Tract Director is unable to attend any meeting, he/she may designate one of the Alternate Tract Directors to act in the place of the absent Tract Director and vote at such meeting, with the same effects as if the Tract Director was present in person. Voting is limited to Tract Directors or the designated Alternate Tract Director in the absence of the Tract Director, one vote per Tract. The Tract Directors as such shall not receive any stated salary for their services.
Section 2. Election of Tract Directors
The Tract Directors and Alternate Tract Directors of the SLA shall be elected at the Annual Meeting of the SLA, or at any meeting of the SLA held in lieu of such Annual Meeting, which meeting, for the purpose of these by-laws shall be deemed the Annual Meeting. The election shall be by a plurality vote.
Section 3. Vacancies
Resignations from the position of Tract Director or Alternate Tract Director must be in writing and received by the SLA Secretary and the SLA President. Vacancies of Tract Directors and Alternate Tract Directors shall be filled by a vote of the majority of the remaining members of the Board for the balance of the year at a regular meeting or a duly called Special Meeting of the Board. If at any time the number of Tract Directors shall be increased, the additional Tract Directors shall be elected by the affirmative vote of a majority of the Board then in office at any Regular or Special Meeting called for that purpose.
Section 4. Expenditures by Tract Directors
The Tract Directors shall have no authority to create any obligation or obligation in excess of the monies in the treasury.
Section 5. Removal of Tract Directors
A Tract Director or Alternate Tract Director may be removed from his/her position when sufficient cause exists for such removal. Failure to perform the duties is sufficient cause. Duties include and are not limited to collecting dues, selling flares, distributing materials, representing his/her Tract. The Tract Director(s) involved in such an action would be notified one month prior to taking action. A two-thirds (2/3) majority vote of the Board is required for removal of a Tract Director.
Article 4 – Officers
Section 1. Officers
The SLA Officers, shall consist of a President, Vice President(s), Secretary, Treasurer, Assistant Treasurer, Immediate Past President (one year only). The unpaid Officers shall constitute the Executive Committee. If an Officer holds more than one position, he/she is entitled to only one vote. The Executive Committee may also appoint members-at-large who has (have) special skills/knowledge that would benefit the Executive Committee in their deliberations.
Officer Terms – The President, Vice President(s), Secretary, and Treasurer, shall serve terms of two years, staggered such that the elections of President, 2nd Vice President and Treasurer occur in alternate years as those of 1st Vice President, and Secretary. To set two year staggered pattern, the President, 2nd Vice President and Treasurer shall be elected in odd years and the 1st Vice President, and Secretary, shall be elected in even years. The Assistant Treasurer is for a term of one year.
Section 2. President
The President of the Executive Committee shall be the SLA Chief Executive Officer; he/she shall sign such instruments as may be authorized by the Board; he/she shall have the general powers and duties of SLA management which usually pertain to the office, and shall perform such other duties as are properly required by the Board. The President shall convene regularly scheduled meetings, shall preside at or arrange for other members of the Executive Committee to preside at each meeting in the following order in his/her absence: 1st Vice President, 2nd Vice President, Secretary, Treasurer, and Assistant Treasurer. The President shall be an ex officio member of all committees.
Section 3. Vice President
The Vice President(s), shall in the absence of the President, perform the duties of that office, he/she shall have such powers and perform such other duties as usually pertain to such officer or as properly required of him by the Board.
Section 4. Secretary
The Secretary shall issue notices of all SLA Meetings to the Board and its members, where notice of such meeting is required by law or these by-laws; he/she shall keep the minutes of all Meetings; sending out meeting announcements, distributing copies of minutes and the agenda to each Board Member and assuring that the SLA records are maintained. He/she shall sign such instruments as require his/her signature.
Section 5. Treasurer
The Treasurer shall have the care and custody of all monies and securities belonging to the SLA; he/she shall enter in the books of the SLA to be kept by him/her for that purpose, full and accurate accounts of all monies received and disbursed by him/her on account of the SLA; he/she shall sign such instruments as require his/her signature, and shall perform such other duties as usually pertain to his/her office or as properly required of him/her by the Board. If an Assistant or assistants are required the Board shall appoint those required. The Treasurer shall provide a full and detailed financial report at each meeting.
Section 6. Assistant Treasurer
He/she will assist the Treasurer with any duties as instructed above and authorized by the SLA Board.
Section 7. Salaries
No SLA Officer or Member as such, shall receive any salary for his/her duties as an SLA Officer, Director, or Member.
Section 8. Vacancies of Officers
Upon receiving a letter of resignation from a SLA Officer, the Board by affirmative vote of the majority thereof, expressed at a duly called Meeting of the Board may fill such vacancy for the unexpired term.
Section 9. Contracts
All legal documents, contracts, and agreements obligating the SLA, shall be signed by two (2) current SLA Officers.
Article 5 – Finances
The SLA funds shall be deposited in its name with such bank or banks, trust company or trust companies as the Board may from time to time designate. All checks, notes, drafts, and other negotiable instruments of the SLA shall be signed by the President or Treasurer or others in their stead as the Board shall designate. No Officer, member, or agent, of SLA, either singly or together, shall have the power to make any check, note, draft, or other negotiable instrument in the Name of the SLA or to bind the SLA thereby unless authorized by the Board. An internal Audit will be completed each year by the Budget and Finance Committee prior to the Annual SLA Meeting. A detailed Yearly Report will be communicated to the Membership at the Annual Meeting. To effectively address potential offseason expenses and needs, the Executive Committee may spend up to three-hundred unbudgeted dollars ($300) between the October and April meetings without Board approval.
Article 6 – Membership
There shall be three membership categories: Active, Business, and Supporting. Only Active members shall have voting rights at an Annual Meeting.
Active – A paid-in-full individual adult owner of real property within the Silver Lake watershed. If a person ceases to be a property owner in the Silver Lake watershed, then that person is not an active member. If multiple persons own a single property, they are only allowed a single vote at the Annual Meeting. It is a property owning group’s responsibility to determine who among their group casts their single vote.
Business – Paid-in-full persons or organizations having business operations within the Silver Lake watershed.
Supporting – Any paid-in-full individual adult renting a dock space, a campsite, or a cottage/home, not owning real property within the Silver Lake watershed.
Article 7 – Dues
The Board may set dues schedules for Memberships. The Membership and Fiscal Year shall be January 1 to December 31 with payment due on or before the Annual Meeting and reported in the SLA Directory the following year. The Board may recommend an increase or decrease in the annual dues. Such recommendation or amended version of the recommendation shall not become effective until approved, by a simple majority vote of the membership at the Annual Meeting.
Article 8 – Committees
Section 1 – Appointing of Committee Chairpersons and Committee Members
The President of the SLA shall review the previous committees and reappoint them as required. Committee Chairpersons and Committee Members shall be Active SLA Members. The Water Quality Committee is a permanent Committee. The President of the SLA may form a new committee and appoint committee members subject to approval of the Board at the next regularly scheduled or specially called Meeting. Committee Chairpersons shall provide an activity report at each Meeting if applicable. The report may be delivered in person, by a committee member assigned by a Committee Chairperson, or by a written report given to the President or Secretary to be read at any Meeting. The written report should be submitted 7 days prior to the meeting, when possible, to allow the subject to be added to the Agenda.
Section 2 – Removal of Committee Members
A Committee Chairperson or Committee Member may be removed from his/her position when a sufficient cause exists for such removal. The Committee Chairperson or Committee Member involved in such an action would be notified one month prior to taking action. A two-thirds (2/3) majority vote of the Board is required for removal of a Committee Chairperson or Committee Member.
Article 9 – Amendments
These by-laws may be amended by two-thirds (2/3) vote of members eligible to vote who are present at the Annual Meeting, provided that notice of such amendment(s), shall have been published at a regular or special meeting prior to the Annual Meeting, and that a quorum as defined in these by-laws present at such meeting.
Article 10 – Parliamentary Procedure
Robert’s Rules of Order shall be the authority on Parliamentary Procedure covering all matters not provided for by the constitution and by-laws.