BOWMAN LAKE ASSOCIATION, INC CONSTITUTION

(as amended through August 21, 2010)

Article I. The name of this corporation shall be Bowman Lake Association Inc., of Taborton, New York.

Article II. The corporation has two purposes: (1) to promote social interaction among its members and (2) to encourage members to protect the water quality of Big Bowman Pond and its surrounding environment.

Article III. The members of the Association shall consist of adults age eighteen or older who (1) make an annual contribution to the Association and (2) own or reside for any part of the year in any residential property on Lawson Road, Windmill Way, Manning Way, Howe Way or the portion of Taborton Road on the lake side between Manning Way and Lawson Road.

Any person who holds any form of membership in the Association at the time this amendment is adopted, but who does not meet criteria (2) above, may continue to be a member as long as he or she continues to make an annual contribution.

Every member in good standing may hold office, chair or serve on committees, and cast one vote on all matters before the Association.

Any person who meets the criteria of the first paragraph of Article III may become a member of the Association by expression of interest to any officer or director and payment of the annual contribution. Membership in good standing is maintained from year to year by payment of the annual contribution.

Article IV. The Board of Directors of this Corporation shall consist of the Officers and six Directors, all elected from among the members, plus the immediate Past President.

This Constitution may be altered or amended by a three-fourths majority vote of all the members voting, provided that due notice and a copy of the proposed alterations and/or amendments shall be mailed or emailed to the address of record and delivered to the Taborton residence of each member at least ten (10) days prior to the meeting at which the vote is to be taken.

Article V. The Association fiscal year shall be Jan 1 to December 31. Each year at a regular meeting of the Association, the Treasurer shall present, and the Board of Directors shall adopt, an annual budget for the succeeding fiscal year after opportunity for member discussion.  At the same meeting, the Treasurer shall make an annual financial report of revenues and expenditures for the preceding fiscal year.

Article VI. The officers of the Association shall consist of a President, a Vice-President, a Secretary and a Treasurer, all of whom shall be members in good standing, and shall be elected at the annual meeting of the Association for a term of one year.

Two Directors shall be elected at each Annual Meeting of the Association for a term of three years.


BOWMAN LAKE ASSOCIATION BY-LAWS

(as amended through August 21, 2010)

Section 1. The Annual Meeting of the Corporation for the election of officers and Directors and for such other business as may properly come before such meeting shall be held at Taborton, New York during the third week in August of each year. The Association shall also hold a regular meeting in June of each year.  The President may call, or five or more members may petition the President to call, special or emergency meetings of the members as needed.

The agendas of all regular, special, and emergency meetings of the Association must be published no less than ten (10) days in advance of the meeting and sent to all members by mail, email, or hand delivery. Only matters on the published agenda for a meeting may be put to a vote at that meeting. Any member may request an item be placed on the agenda for discussion at any meeting, but only requests made in time to be included on the published agenda can be brought to a vote.

Section 2. At least forty-five (45) days before the Annual Meeting the President shall appoint an Elections Committee of three members to administer the annual election of officers and directors of the Association. The Election Committee will publish an announcement of the positions available to be filled by mail, email, or hand-delivery and solicit nominations for all positions.  Members may nominate themselves or other members for these positions.  The Committee will verify that any member who is nominated is willing to serve.  The Committee will recruit candidates for positions for which no nominations have been received as of 20 days before the Annual Meeting. A ballot listing the candidates for each office shall be mailed to the address of record, or delivered to the Taborton residence of all members of the Association, with the notice of the Annual Meeting, at least ten (10) days prior to said meeting where voting will take place. Elections will be conducted by secret ballot during the Annual Meeting. Members who cannot attend the meeting in person can send their sealed ballots with a proxy or send or deliver them to the secretary in advance of the meeting.

The officers when elected shall perform the duties usually incident to their respective offices.

Section 3. The Board of Directors shall meet subject to the call of the President or, in the absence of the President, the Vice President.  A majority of the Directors may call a special meeting at any time by giving due notice to all members of the Board of Directors, stating the purpose for which the meeting is called

The Board of Directors shall be entrusted with the governance of the Association and are empowered to carry out that responsibility with transparency and reasonable discretion. All policies adopted by the Association shall be recorded and maintained in an official manner. The Board of Directors may make expenditures on behalf of the Association which it finds necessary and expedient to incur during normal business and social operation of the Association, so long as those expenditures are made in accordance with the annual budget. However, the Board of Directors shall not have the power to contract or incur any indebtedness on behalf of the Association unless authorized by three-fourths of the members voting on such matters.

Section 4. Members shall be entitled to make a yearly contribution to the Association which entitles said member to all privileges of the Association, including the right to run for and hold office, chair or serve on Committees, and vote on all matters brought before the members at regular, special, or emergency meetings.

Section 5. The Board of Directors by a majority vote may expel from the Association, for cause, any member, first giving said member an opportunity to be heard.

Section 6. With the exception of the Election Committee, the President shall have the power to create and dissolve Committees as needed to accomplish the purposes of the Association. Committee Chairs will be appointed by the President and any Association member may volunteer to serve on a committee by contacting the Chair.  Committee Chairs or their designees will report on their Committee work at the Annual Meeting.

Section 7. At all meetings of the Association, ten (10) members shall constitute a quorum.  Voting may be either in person or by proxy.

Section 8. These By-Laws may be altered or amended by a three-fourths majority vote of all the members voting at the meeting, provided that due notice and a copy of the proposed alterations and/or amendments have been mailed or emailed to the address of record and delivered to the Taborton residence of each member, at least ten (10) days prior to the meeting at which the vote is to be taken.