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BRANCH POND ASSOCIATION BY-LAWS

BRANCH LAKE ASSOCIATION INC. BY-LAWS (DBA: Branch Pond Association)

As approved at the Annual Meeting on August 6, 2015.

 

 

ARTICLE 1 – NAME
The name of the Association shall be the BRANCH LAKE ASSOCIATION INC. (“BLAI”). Theorganization shall operate as the BRANCH POND ASSOCIATION. (“BPA”)

ARTICLE 2 – BLAI MISSION STATEMENT

The BLAI is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations described under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

The BLAI is a non-profit organization founded to protect the water quality of the Branch Lake Watershed (“Watershed”) in Ellsworth, Maine. A guiding principle of the association is that property investment and recreational enjoyment of Branch Lake are secure only as long as the integrity of the Watershed is maintained. The BLAI is committed to the following:

2.1  The enhancement of the quality of water and the livability of the environment surrounding the lake.

2.2  Responding to any perceived threats to the Watershed’s health and well-being.

2.3  Assisting the Branch Lake Road Associations in efforts to obtain reasonable services from the City

of Ellsworth, Maine.

2.4  With the help of grants and special awards, the BLAI shall work closely with the City of Ellsworth,

the State of Maine, and the applicable Federal agencies, as well as land owners to identify and correct erosion and phosphorous runoff problems (non-point source pollution) that endanger water quality.

2.5  Publishing an annual newsletter to BLAI members.

 

ARTICLE 3 – MEMBERSHIP

3.1  BLAI Membership is open to all individuals who subscribe to the BLAI goals and mission and are willing to conform to these by-laws.

3.2  Voting and general participation as a BLAI member requires being in good standing defined as being current with respect to authorized dues and assessments.

3.3  Each membership shall have one (1) vote.

3.4  The BLAI shall have a membership dues structure that shall be reviewed annually by the Board.

3.5  The membership year of the Association shall run from January 1 through December 31 of each year. Dues are applied for the year in which they are paid. Dues are payable to the Branch Lake Association.

 

ARTICLE 4 – BRANCH LAKE ASSOCIATION GOVERNANCE

The Branch Lake Association is governed through an elected Branch Lake Association Board of Directors.

4.1 The BLAI Board (“Board”) is the governing body of the Branch Lake Association and is empowered by the Branch Lake Association membership to manage the affairs of the Association and make decisions on its behalf. In situations where the Board is unwilling to make a decision that may have such far-reaching implications, the Board may postpone a decision until the Annual Meeting, or schedule a special meeting.

4.2  The BLAI Board shall consist of five (5) to fifteen (15) members, including the officers (President, Vice President, Treasurer, and Secretary) and standing Committee Chairpersons. BLAI Board Members must be members in good standing of the Branch Lake Association. In addition, the Board should be representative of the various geographical areas/road associations surrounding the lake by having a representative from the north, south, east andwest sides of the lake. The total number of Board members should always be an odd number to avoid tie votes.

4.3  Members of the Board should be in as close a geographic proximity as possible. If geographic proximity is not possible, then ease in contact for teleconferencing must be assured. If a Board member resigns or is otherwise unable to serve to the end of his or her term, the President has the authority to appoint a replacement who will serve until approved at the next regularly scheduled annual meeting.

4.4  The Board members shall be elected for two (2) year terms in such a way that approximately one half of the board shall be elected each year. The past president is the exception, and may retain a board position for two years after she/he finishes his/her term as president.

4.5  It is the responsibility of the Board to draft a slate of prospective Board members for presentation and approval at the Annual Meeting by those paid BLAI members in attendance. At the Annual Meeting the BLAI President will entertain additional nominations from the floor.

4.6  Meetings of the Board shall be held at least four (4) times a year either on site or by teleconferencing. On site meetings are open to BLAI members and the public. Any member or person wishing to speak must secure a place on the agenda. Additional meetings of the Board may be called by the President or upon written request of three (3) members of the Board.

4.7  A quorum for Board Meetings is defined as 50%, or more, of voting Board members to be in attendance. Approval of motions requires the approval of 50%, or more, of voting Board members attending the meeting.

 

ARTICLE 5 –Officers

The officers of the BLAI shall consist of a President, Vice President, Secretary and Treasurer. The same person may hold the offices of Secretary and Treasurer. Officers shall be Board members and shall be elected by the Board for a two year term or until their successors are elected. Officer general duties are as follows:

PRESIDENT
The President is responsible for leading the affairs of the Association consistent with the Mission Statement in cooperation with the Board. The President’s responsibilities include:

  • Acting as the official Association spokesperson when communicating with the media, political bodies or the public.

  • Nominating Board Committees, both standing and special needs, and gaining approval to mobilize the committee with the approval of the Board.

  • Conducting meetings of the Board, and the Annual Meeting or any special meetings.

  • Serving or designating the individual responsible for serving as one of the two members of the Branch Lake Watershed Commission (BWLC).

  • Designate in the absence of the Treasurer or Secretary a person responsible for the standing reports or activities of both of these offices.

The President serves for a term of two [2] years, and may be re-elected to subsequent terms not to exceed six [6] consecutive years only if no other Board member is willing to serve as President.

VICE PRESIDENT
The Vice President is responsible for supporting the President through completion of assigned tasks and activities. The Vice President’s responsibilities include:

  • Assume full responsibility for the performance of the duties of the President in his/her absence.

  • Performs other assigned duties from the President or Board.

  • Attending meetings of the Board, the Council and the Annual Meeting or any special meetings.

The Vice-President serves for a term of two [2] years, and may be re-elected for a term not to exceed six [6] consecutive years only if no other Board member is willing to serve as Vice President.

SECRETARY:
The Secretary maintains an accurate, up to date record of official Association activities and meetings as

well as correspondence to/from other organizations or bodies, and Committee. The Secretary’s responsibilities include:

  • Records minutes of all BLAI Meetings, including Board Meetings

  • Prepares and disseminates all notices of meetings.

  • Performs other assigned duties from the President or the Board.

  • Maintains a database of all lakefront landowners’ contact information.

  • Attending meetings of the Board, the Council and the Annual Meeting or any special meetings.

    The Secretary serves for a term of two [2] years, and may be re-elected with no term limits.

     

TREASURER:
The Treasurer is responsible for the receipts, proper control and disbursement of Association funds and will submit a detailed report of all income, expenditures, assets and liabilities at the Annual Meeting. The Treasurer’s responsibilities include:

  • Maintaining an up to date set of financial records in standard form as a basis for reports, financial audit and data needed in managing the Association’s affairs.

  • Filing Annual Reports: Federal Tax Free Form 990-N and Maine Secretary of State Form MNPCA 13, to maintain our tax exempt status.

  • Maintaining the official list of dues paying members.

  • Disbursing BLAI funds in accordance with the following Delegation of Authority:

Spending Between          Requires Approval of       Notes

$0.01 and $200.00           Treasurer                         Limited to Association payments for routine matters

$200.01 and $500.00       Treasurer and President

$500.00 and higher         Approval of the 50% of the Board

  • Performs other assigned duties from the President or Board.

  • Attending meetings of the Board, the Council and the Annual Meeting or any special meetings.

The Treasurer serves for a term of two [2] years, and may be re-elected with no term limits.

DIRECTOR:
The Board may designate a Director at their discretion, to carry out duties as assigned by the Board. Duties include:

  • Performs assigned duties from the President or Board.

  • Attending meetings of the Board and the Annual Meeting or any special meetings.

The Director may be appointed for one year at a time.

 

ARTICLE 6 – ANNUAL MEETING

6.1  An Annual Meeting of the membership shall be held during the month of July or August, (preference is the first Thursday in August), at a time and place selected by the President. Each member shall receive a notice of the Annual Meeting at least one month in advance. The President facilitates the Annual Meeting, governed by the provisions of Roberts Rules of Order. Where conflict arises on question of procedure, the President has recourse to the Board for assistance in decision-making.

6.2  An Annual Meeting quorum will consist of 20% of the members officially on the roll at the time the meeting was opened.

6.3  The normal order of business for the Annual Meeting will include:

  • Call to Order (and statement of eligibility of membership),

  • Reading and Approval of Last Year’s Annual Meeting Minutes (and any relevant special

  • meetings)

  • The Treasurer’s Report, including any authorized audits.

  • Reports from Standing Committees

  • Old Business

  • New Business

  • Election and Approval of new Board Members.

  • Closure

6.4  The President, at the discretion of the Board, may call special meetings for a specific purpose with prompt notice given to all members in advance of stating the purpose of such meeting.

 

ARTICLE 7 – COMMITTEES

Chairpersons of standing committees shall be appointed by the Board on a periodic basis with the consent of the majority of the members of the Board present at the time of the appointment. They may concurrently be members of the Board of Directors. The President may appoint other committees for special purposes.

Standing Committees are:

  1. Water Quality Monitoring: Organizes and trains the BLAI Invasive Plant Patrols. Find and report

    all invasive plants. Interfaces with Municipal, State and Federal agencies.

  2. Communications/Media: Publishes and distributes the BLAI Newsletter once a year and a BLAI

    Flyer, updated as necessary. Maintains the BLAI website with continual updates and current news and events.

  3. Social & Recreation: Organizes and conducts BLAI events. Events may include; social gatherings, regattas, boating activities, etc.

  4. Public Relations: Monitors the operation of official and voluntary bodies at federal, state, county and city levels such as the Environmental Protection Agency (EPA), the State land use laws, the Ellsworth Zoning laws and the Maine Lakes Society (MLS). It keeps BLAI membership informed through the newsletter and other means and will submit proposals for action as needed.

  5. Membership: Actively seeks out and encourages membership using all BLAI resources.

  6. Wild Life Monitoring: Organizes and trains loon-counting patrols.

  7. Merchandising: Markets BLAI products by direct sales and website.

 

ARTICLE 8 – NOMINATIONS AND ELECTIONS

8.1 Nominations for the Board shall be received at the Annual Association Meeting. New Board members shall be elected at this meeting by a majority vote of those Association members present at the meeting.

8.2 New Officers shall be elected at the first Board meeting following the Annual Meeting by a majority vote of the Board members constituting a quorum.

8.3 The term of office for newly elected Directors shall begin at the close of the Annual Meeting at which they are elected.

 

ARTICLE 9 – DISSOLUTION CLAUSE

Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by a court of competent jurisdiction in the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

 

ARTICLE 10 – AMENDMENTS:

Amendments to these by-laws may be made by approval of 2/3rds of those attending the Annual Meeting or special meeting. Suggestions for amendments should be submitted to the Board in writing for consideration at least one month before the annual meeting. Given approval by the Board, the suggested amendment will be placed on the agenda for the Annual Meeting or special meeting.