HLCA POLICY

 
 

 

 

 

 

BY-LAWS

of
THE HUDSON LAKE CONSERVATION ASSOCIATION, INC.

 

 

Article I -  MISSION AND PURPOSE 

 

Mission Statement

 

Promote and strive to continually upgrade the quality of conservation and recreation of Hudson Lake, Indiana

 

Purpose of Corporation 

This Nonprofit Corporation is formed for the betterment and preservation of Hudson Lake.  This commitment is to include but not be limited to upgrade:  its water quality and level,  its shoreline,   its bottom (sediment, algae, aquatic macrophytes),  and other conservation and recreational needs of Hudson Lake.   All of which will be done with the proper and required permitting from the United States Army (Corp of Engineers),  State of Indiana and County of LaPorte required agencies.

 

Article II – STATUTES AND LIMITATIONS

To carry out the above Mission and Purpose of the Association and to make effective representations on behalf of     its members,  the Association shall be organized as a non-profit, non-stock corporation under the provisions of the Indiana Nonprofit Corporation Act of 1991.  No asset of the association shall benefit any officer or member. The Association shall not participate in any partisan political activity.

 

Article III – MEMBERSHIP

 

Section 1 - ELIGIBILITY: Membership in the Association shall be open to any individual, family, business, or organization, that (a) subscribes to the purposes of the Association and (b) owns property in the vicinity of the Hudson Lake.

Section 2 - DUES: Dues shall be $25.00, paid on a fiscal year basis, which shall begin on June 1.

Section 3 – TERMINATION OF MEMBERSHIP:   A member may be expelled from the Association for cause, on a two-thirds affirmative vote of the Directors present at a meeting or by another method of voting, approved by the President. They are entitled to vote at a meeting, provided that the matter shall have been included in notice of the meeting, and provided that the member to be expelled shall have been formally notified in writing at least 30 days  prior to the meeting, and given the opportunity to appear and speak on his/her behalf at the meeting prior to the final vote. The motion shall specify the duration of the expulsion, not to exceed five years.

 

Article IV- VOTING

 

Section 1 - MULTIPLE VOTING:  Members may cast only two (2) votes per registered property on any question    called to a vote. Up to two members may represent a family, a business, or organization; and each of those two members may cast one vote on any question called to a vote.

 

Section 2 – CASTING BALLOTS: A member may vote in person at meetings of the Association or may vote by providing a written proxy to another person. A copy of the proxy must be presented to the presiding officer prior           to the convening of the meeting. The presiding officer shall announce that proxy notices have been received and     may ask each proxy holder to identify the member on whose behalf the votes are being cast. All votes shall be    counted by a show of hands unless otherwise specified by the President.

 

Section 3 - REFERENDA: The Board of Directors may, at any time, solicit reactions from members through a     USPS mail or an e-mail survey. The Board resolution authorizing the referendum shall indicate whether the results  shall be considered advisory or binding on the Board. A special meeting may initiate an advisory or a binding referendum and shall specify the exact wording of the question and the required follow-up action by the Board. Members shall have 30 days to return response forms. Results of the referendum shall be announced to the membership in printed or e-mail form.

 

Article V - MEMBERSHIP MEETINGS

 

Section 1 -  MEETINGS: A meeting of the Association may be called at any time by the President, by majority         vote of the Board of Directors, or by written request of one-twentieth (1/20) of the members or fifteen (15) members, whichever is less. The agenda of a  meeting may include any items properly brought before to a member of the Board of Directors and deemed to be appropriate for inclusion. In the event of any disagreement as to the propriety of an item, the President shall issue a final and binding decision.

 

Section 2 - QUORUM: No formal business may be conducted at membership meetings unless at least one-twentieth (1/20) of the paid-up members or six (6) members, whichever is less, and one(1) Board Member, the President  and/or the Vice-President are present.

 

Section 3 - PROCEDURE: Roberts Rules of Order, in the current revised edition, shall be in force at the meetings      of the Association, of the Board of Directors, and of the Association committees, unless required otherwise by these By-laws. Non-members of the Association may be recognized to speak at Association functions at the discretion of the President, or a presiding officer appointed by the President.

 

Article VI - BOARD OF DIRECTORS

 

Section 1 - AUTHORITY: Subject to directives of special meetings and these By-laws, the Board of Directors shall have authority over the activities and assets of the Association.

 

Section 2 - COMPOSITION: The Board of Directors shall include the President, Vice-President, Secretary, Treasurer, three (3) At-Large Directors, and the past President. The current President shall serve as Chair of the Board of Directors.

 

Section 3 - ELECTIONS: The Board of Directors shall nominate one or more members for each vacant position         on the Board. Additional nominations of members, willing to serve, shall be taken by USPS mail or e-mail. All  elections for the Board shall be conducted by the President at a meeting or by telephone.

 

Section 4 - TERMS OF OFFICE: Directors are elected for two-year terms. Their terms shall expire after the two-year period or upon the election of new Directors, whichever occurs later. The terms of office of President, Vice-President, and one (1) at-large director expire in even-numbered years. The terms of office of Secretary, Treasurer, and one      (2) at-large director expire in odd-numbered years.

 

Section 5 - BOARD MEETINGS:  Board Meetings may be held on the call of the President or any Director with knowledge and approval of the President. Five directors shall constitute a quorum for the transaction of business. Decisions shall be made by majority vote of Directors present, with the President voting only to break ties. Final decisions are to be documented and made known to the entire Board Of Directors, the Project Managers and the Area Representatives. Decisions of general value to the members are to be maintained on the Association’s website for viewing by all members. Between meetings, the President may solicit decisions from the Board through written communications, including emails.

 

Section 6 - VACANCIES: Any Director who misses two consecutive meetings without good cause as determined by the Board, may, at the discretion of the Board, be removed from office. Any vacancy may be filled for the remainder of the term by the affirmative vote of a majority of the Directors then in office, although less than a quorum, but at least two.

 

Section 7 - COMPENSATION: Directors shall not be compensated for their time and efforts. The Board may authorize officers, directors, and committee members to be paid actual and necessary expenses incurred while on Association business.

 

Article VII – OFFICERS

 

Section 1 - PRESIDENT: The President shall preside over all membership meetings and Board meetings. The President shall be the chief executive officer of the Association, responsible for day-to-day administration of the  affairs of the Association and supervision of any employees or contractors. The President shall appoint all committee members who shall serve until the end of that President's term. The President is an ex-officio member of all committees and projects.

 

Section 2 - VICE PRESIDENT: The Vice President shall assume the duties of the President should that office  become vacant and shall preside at meetings when the President is unable to attend. The Vice President shall arrange for the educational segment of meetings and carry out other assignments at the request of the President.

 

Section 3 - SECRETARY: The Secretary shall maintain the official records of the Association as well as an archives. The Secretary shall record and distribute the minutes of member meetings and Board meetings. The Secretary shall maintain a current record of the names and addresses of members entitled to vote and shall send out notices of membership meetings. The Secretary shall prepare publicity for the Association and shall prepare the Association newsletter unless an editor is appointed to do so. The Secretary shall serve on the Membership Committee.

 

Section 4 - TREASURER: The Treasurer shall maintain the financial records of the Association and shall sign all checks. The Treasurer shall prepare an annual financial statement for the annual meeting and shall be responsible    for presentation of the proposed budget to the annual meeting. The Treasurer shall serve on the Finance Committee.

 

Section 5 - MULTIPLE OFFICE HOLDING: The same person may hold the offices of Vice President and Treasurer    or the offices of Secretary and Treasurer.

 

Section 6 - OTHER OFFICERS Other officers may be appointed by the President, with concurrence of a majority of  the Board. A legal counsel, an executive secretary, newsletter editor, or such other assistant officers, as are deemed necessary, need not be members of the Association.

 Article VIII – COMMITTEES

 

Section 1 - MEMBERSHIP COMMITTEE: The Membership Committee shall initiate plans for recruiting of new members and retention of members.

 

Section 2 - FINANCE COMMITTEE: The Finance Committee shall recommend fund-raising activities to the Board and, after receiving Board approval, shall organize such activities. 

 

Section 3 – PROJECTS TEAMS: The President may appoint such Project Teams as he/she deems necessary to support the efforts of the Board and the Purposes of the Association. Project Teams shall be under the direction of a Project Manager who shall have authority to take actions, with approval of the President.

 

Article IX - MISCELLANEOUS PROVISIONS

 

Section 1 - INDEMNIFICATION OF OFFICERS AND DIRECTORS: The Association, by approval of the Board of Directors, shall indemnify any officer, director, employee, or agent who was, is, or may be involved in legal proceedings by virtue of his or her reasonable good faith actions on behalf of the Association.

 

Section 2 - FISCAL YEAR: The records and accounts of the Association shall be maintained on a calendar year basis which shall begin on June 1.

 

Section 3 - ACCOUNTS AND INVESTMENTS: Funds of the Association shall be promptly deposited at a financial institution designated by resolution of the Board of Directors. Funds not needed for current operations shall be deposited in investment accounts or certificates as authorized by the Board of Directors.

 

Article X - ADOPTION AND AMENDMENTS

 

These By-laws may be amended by the Directors by two-thirds vote. Proposed amendments to the By-laws must be summarized in a notice before the vote is to be taken. Such notice, which shall describe the proposed amendment, shall be made available to all Directors at least 15 days prior to the vote. Handheld copies, USPS mailings or e-mail may be used to send such notice.

 

Article XI –DISSOLUTION

 

The Board of Directors, by a two-thirds affirmative vote of all Directors, may recommend that the Association be dissolved. Such a resolution shall direct the Board of Directors to prepare a dissolution plan for subsequent notice to the members as provided under Indiana law. Dissolution of the Association shall not be final until the members, by majority vote, shall have approved the dissolution plan, either at a meeting, USPS mail or e-mail.

 

CERTIFICATION

 

We,  the Board of Directors of the Hudson Lake Conservation Association,  by our action of signing below,  adopt these By-laws at this meeting on the 29th  day of March, 2006.

 

William Companik,     President             __________________________

George Keller,           Vice-President      _________Signatures________

to be appointed,              Secretary              ___________Were__________

Thomas Ahart,           Treasurer              __________Signed__________

Robert Guros,            Director At-Large  ____________By ___________

Rich Marren,              Director At-Large  ____________All____________

Steve Varela              Director At-Large  __________________________

 

 

 
     

This site was last updated 01/27/08