BY-LAWS OF THE MANITOOK
Section 1
–Purpose of Association.
The purpose of this Association
is to maintain and regulate the use of the private roads leading to members’
land, maintain, regulate and supervise the use of the private beach, monitor the water quality (swimming
conditions) on Manitook Lake, and conduct such other
acts as will further these purposes.
Section 2 –
Membership.
All Owners of Record are members
of the Association. An “Owner of Record” is a land owner whose property deed
includes the right to have use of, by foot or vehicle, the existing
rights-of-way in the real estate known as the “Earle W. Shattuck Development”,
and bathing privileges in
All Owners of Record who are
Members in Good Standing are entitled to vote at any meeting and hold office
within the Association so long as they shall continue to be owners of record,
have reached the age of majority, and are not otherwise prohibited from voting.
Regardless of their place of residence. Only Owner of Record who are members in Good
Standing are afforded the additional privileges of parking upon Association
property, storage of boats upon Association property, use of the private beach
between Lot 5 and Lot 6, and boat launching at the specifically designated
launch area.
A “Member in Good Standing” is
defined as a member who is current in the payment of Association dues.
Section 3 –
Dues.
To help provide for the purposes
of the Association, dues shall be set and assessed against each lot at the
Annual Meeting, and are due and shall be collected from members during the
twelve months following the Association’s Annual Meeting. Such dues shall be
used for the lawful purposes of the Association, including, but not limited to
maintenance of the road (i.e. stone, winter shoveling, grading, etc.,)
maintenance of the beach property (i.e., fence repair, litter, sand, etc.,) and
insurances and taxes for these properties, as provided in the approved budget.
Members shall remain current in
the payment of all dues obligations. Members whose dues remain unpaid and
outstanding beyond the Twelve (12) month period after assessment are considered
delinquent, and shall incur costs of collection, including, but not limited to
a reasonable attorney’s fee, court costs, and statutory interest.
Additionally, members whose dues
remain unpaid and outstanding beyond the Twelve (12) month period after
assessment shall lose the benefit of privileges afforded to “Members in Good
Standing” as defined in Section 1-2, and, in the event of the continued
exercise of those lapsed privileges, shall be subject to all legal remedies
available to the Association.
Section 1 –
Annual Meeting.
The Annual Meeting of the Association
shall be held in the second week of June each year, at the time and place
specified in the Notice of said meetings. Said meeting shall be open to all
members of the Association.
Section 2 –
Special Meetings.
Special Meetings of the membership
may be called at any time by a majority of the Board of Directors. The
President shall call a Special Meeting when requested to do so in writing by at
least Ten (10) members of the Association. Notice of a Special Meeting shall be
in the manner described in Article II, Section 3 herein, and must state the
specific purpose of the Special Meeting.
Section 3 –
Notice of Meetings.
The Notice of all meeting of the
Association, including the Annual Meeting, and Special Meetings of the general
membership, shall be posted at both entrances to the Association’s roads for at
least Five (5) days prior to the date of such meeting. The Secretary shall, in
addition, notify all members of the Association in writing, at least Five (5)
days prior to the Annual Meeting and Special Meetings of the general
membership.
Section 4 – Adjourned
Meetings: Notice.
The Secretary shall serve Notice
of all Adjourned Meetings in the same manner as provided for the Annual
Meeting.
Section 5 –
Quorum.
At all Annual and Special
Meetings of the general membership, a quorum will consist of at least Ten (10%)
of those members entitled to vote.
Section 6 – Voting.
(1) At all Annual Meetings and
Special Meetings of the general membership of the Association, all questions
shall be determined by a majority vote of those members present who are in good
standing.
(2) All voting shall be either
by viva voce or by ballot, except that all officers and directors shall be
elected by ballot.
(3) For voting purposes each lot
within the Association shall be entitled to one vote. In the event that the
record owners of a building lot cannot agree as to the ballot each record owner
shall be entitled to cast his/her proportionate share of that lot’s vote (e.g.,
if there are three record owners of a lot and they cannot agree, each may cast
33.3% of one vote).
(4) In case a corporation or
partnership owns land within the limits of the Association, is shall be
entitled to one vote by its duly authorized representative.
Section 7 – Order of
Business.
At all meetings of the
Association, the following order of business shall be observed, so far as it is
consistent with the purpose of the meeting:
1.
Presentation of proof of Notice of the meeting.
2.
3.
Report by each of the officers.
4.
Report of committees.
5.
Unfinished business.
6.
New business
7.
Setting and assessment of Association dues.
8.
Election of officers and directors.
Section 1 –
Officers.
Election of
Officers and Directors. All
Officers and Directors of the Association shall be elected at the Annual
Meeting. All newly elected Officers and Directors will take office on July 1 of
each year and serve for a one year period to June 30 of the following year.
Section 2 –
Vacancies.
Should a vacancy occur in any
office or in any board of Directors position, such vacancy shall be immediately
filled by majority ballot vote of the remaining Directors. The successor so
elected shall hold office for the un-expired term to which s/he was elected.
Section 3 –
Directors’ Meetings.
The Directors of said Association
shall consist of all Officers and Committee Chairpersons of the Standing
Committees, provided such Directors and Chairpersons are members in good
standing.
The Directors shall hold meetings
on at least a quarterly basis during each year. The Minutes of said meetings
will be available for review by the general membership at the office of the
Secretary.
If Special Committees are
created, the Chairperson of any such committee may be invited by the Board of
Directors to attend one or more of its meetings.
Section 1 - Officers
The officers of the Association
shall be President, Vice President, Treasurer and Secretary.
Section 2 - Committees.
There shall be Three (3) Standing
Committees, as follows: Road Committee,
Beach Committee, and Feeder Brook Committee.
Each committee shall have a
Chairperson, which Chairperson shall be elected at the Annual Meeting, or as
otherwise provided in the By-laws. The Chairperson of each Committee shall be a
Director of the Association, and together with the Officers, shall comprise the
Board of Directors.
Each Committee Chairperson shall
enlist volunteers to serve on and assist with the Committee’s tasks.
Special committees may be formed
to carry out the purposes of the Association by majority vote at the Annual and
at Special Meetings.
Section 3 –
Election of Officers and Committees.
At each annual meeting, all
Officers and Committee Chairpersons shall be elected by ballot, said Officers
and Committee Chairpersons to hold office for one year or until their
successors are duly elected and qualified. The one year term shall be from July
1 to June 30.
Section 4 –
Salaries.
The
President, Vice President, Treasurer, Secretary and all Committee Chairpersons
and their designees and Committee members, shall serve without compensation.
Such persons shall be entitled to reimbursement for any authorized actual
expenses.
Section 5 –
Removal of Officers.
Any officer or Committee Chairperson
may be removed for cause, and his or her successor appointed at a Special
Meeting duly noticed, provided not less than a majority of the quorum of
members in good standing vote in favor of such removal. Such vote shall be by
ballot. The Officer of Committee Chairperson whose removal is to be vote dupon may be present at the meeting and vote on the issue.
Section 6 –
President.
A. The President shall preside
at all meetings, Annual, Special and Directors’, and act as Chairperson at all
meetings. If not present at any meeting, and the Vice President is also absent,
such meeting will proceed to elect a Chairperson to preside at such meeting.
B. Order Regular and Special
Meetings, also Directors’ meetings, in accordance with these By-laws.
C. Make and sign all contracts
and agreements in the name of the Association, when authorized to do so by vote
of the Association at any Annual or Special Meeting, duly noticed and held, in
accordance with these By-Laws.
D. See that the books, reports,
statements, certificates, etc. required by statute, under which this
Association is organized, are properly kept, make and filed, according to law.
E. The President shall have the
general management of the affairs of the Association and perform all the duties
incident to the position and office, subject at all times to the action of the
Board of Directors.
F. Report promptly to the Board
of Directors all matters within his or her knowledge, which the interst of the Association requires to brought to their
notice.
G. See that all vacancies of
either Officer or Committee Chairperson positions are
promptly filled, according to the By-laws.
Section 7 – Vice President.
The Vice President shall, during the absence of or
disability of the President, do and perform all the duties of the President as
set forth in these By-laws, or in the act under which the Association is
organized, and when so acting, shall have all the powers and be subject to all
of the responsibilities herein given or imposed upon such president.
Section 8 – Treasurer.
The Treasurer shall:
A. Receive all money due or
paid to the Association, have the care and custody of and be responsible for
all the funds and securities of the Association, and deposit all such funds and
securities in the name and the credit of the Association, in such depositories
as the Board of Directors may designate by their vote.
B. Pay all bills approved in
accordance with the By-laws, and take proper receipt for same.
C. Exhibit at all reasonable
times, the books and accounts of the Association to the Board of Directors.
D. Render a statement of the
condition of the finances of the Association at each meeting of the Board of
Directors (when called upon to do so), and a full and official report at the
Annual Meeting of the Association.
E. Make all payments,
authorized in accordance with these By-laws, by check of the Association.
F. Keep full and accurate
accounts of receipts and disbursements and all such other matters usually kept
by the Treasurer in books belonging to the Association and as authorized by the
Board of Directors.
G. All checks drawn on the
Association bank accounts shall be signed by two officers of the Association.
Section 9 – Temporary
Treasurer.
In the absence of or disability of the Treasurer, a
majority of the Board of Directors may appoint a Treasurer pro tem according to
Article III, Section 2 of the By-laws, who shall have such powers during the
absence of the Treasurer as shall be given him or her by the Board of
Directors.
Section 10 – Security to be Given.
The Treasurer of Temporary Treasurer (if required by
the Board of Directors)shall give to the Association such security for the
faithful discharge of his or her duties as the Board of Directors may direct,
or such additional security as they may, after giving of such security, direct.
Section 11 – Secretary.
A. Keep the minutes of all
meetings of the Association and of the Board of Directors, in books belonging
to the Association.
B. Give and secure all notices
required either by law or in accordance with the By-laws.
C. Be custodian of the records
and of the seal, and affix the latter when required.
D. Present to the Board of
Directors at their meetings, all communications addressed to him or her
officially by the President, or any other officer, or any member of the
Association, or by any other person.
E. Attend to all correspondence
and perform all the duties incident to the office of Secretary.
F. Report all matters within
his or her knowledge which the interests of the Association may require to be
brought to the attention of the Board of Directors.
G. The Secretary shall consult
with the Treasurer for the purpose of preparing a list of the members and a
list of eligible voting members prior to the Annual Meeting and any Special
Meetings of the general membership. The secretary shall make such lists
available at the Annual Meeting and at any such Special meetings of the general
membership.
H. The Secretary shall verify,
for voting purposes prior to any Annual Meeting or Special meeting of the
general membership any proxy presented at such meeting. The Secretary shall
make such Proxy or Proxies available for review by the membership at said
meeting.
I. The Secretary shall perform
such other duties as may be required and voted by the Board of Directors.
Section 12 – Temporary
Secretary.
In the absence of or disability of the Secretary,
the Board of Directors may appoint a Secretary pro tem who shall have the
powers and be subject to the responsibilities of the Secretary for so long as
the Board of Directors may direct.
Section 13 – Board of
Directors.
The Board of Directors shall consist of all Officers
and Chairpersons of the Standing Committees, provided such persons are members
in good standing. The duties of the Board of Directors shall be:
A. To carry out the lawful
purposes of the Association.
B. To prepare and present a
proposed budget each year for approval by the eligible general membership at
the Annual Meeting.
C. To review and edit rules and
regulations presented by committees.
D. To adopt rules and
regulations that have been approved by eligible general membership at the
Annual or special meetings.
Section 1 –
Indemnification of Officers and Directors in Actions Against.
Except as otherwise provided in
this Article, the Association shall indemnify any person who was or is a party
or was threatened to be made a party to any threatened, pending or completed
action, suit or proceeding (whether civil, criminal, administrative or
investigative), by reason of the fact that s/he is or was an Officer of
Director of the Association against judgments, fines, amounts paid in
settlement and expenses actually and reasonably incurred by him/her in
connection with such action, suit or proceeding or any appeal therein.
The Association shall not so
indemnify any such person unless it shall be concluded as provided in the
Article that such person acted in good faith and in a manner s/he reasonably
believed to be in the best interest and in furtherance of the purposes of the
Association, and, with respect to any criminal action or proceeding, that s/he
had no reasonable cause to believe his/her conduct was unlawful.
The termination of any action,
suit of proceeding by judgment, order , settlement,
conviction or upon a plea of nolo contendre or it equivalent shall not, of itself, create
a presumption that the person did not act in good faith or in a manner which
s/he did not reasonably believe to be in the best Interest of the Association,
or, with respect to any criminal action or proceeding, that s/he had reasonable
causes to believe that his/her conduct was unlawful.
Section 2 –
Indemnification of Officers and Directors in Actions by.
Except as otherwise provided in
this Article, the Association shall indemnify any person who was or is a party
or was threatened to be made a party to any action, suit or proceeding, by or
in the right of the Association to procure a judgment in its favor by reason of
the fact the s/he is or was an Officer of Director of the Association, against
expenses, including attorney’s fees, actually and reasonably incurred by
him/her in connection with such action, suit, or proceeding, or any appeal
therein, in relation to matters as to which such person is finally adjudged not
to have breached his duty to the Association or where the court, on application
as provided in Section 3 of the Article, shall have determined that in view of
all of the circumstances such person is fairly and reasonably entitled to be
Indemnified and then for such amount as the Court shall determine.
The Association shall not so indemnify
such person for amounts paid to the Association, to a plaintiff or to counsel
for a plaintiff in settling or otherwise disposing of a threatened action (whit
or without court approval), or expenses incurred in defending a threatened
action or a pending action which is settled or otherwise disposed of without
court approval, except as provided pursuant to Section 3 of this Article.
Section 3 –
Method of Determining Right to Indemnification.
The conclusion provided for in
Section 1 of this Article may be reached by any one of the following:
(A) The Board of Directors of
the Association, by a consent in writing signed by a majority of those
directors who were not parties to such action, suit or proceeding:
(B) Independent legal counsel
selected by consent in writing signed by a majority of those directors who were
not parties to such action, suit or proceeding:
(C) The members of the
Association, by a consent vote of the majority of members in good standing at
an Annual or Special meeting of the general membership duly called and noticed.
Section 4- Extent of Indemnification.
The Association shall not indemnify any Officer or
Director against judgments, fines, amounts paid in settlement and expenses,
including attorney’s fees, to an extent greater than that authorized by this
Article, but the Association may procure insurance providing greater
indemnification and may share the premium cost with any Officer or Director on
such basis as may be agreed upon.
Section 1 –
Committees.
A. There shall be Three (3)
Standing Committees, each consisting of a Chairperson. The Chairperson of each
Committee, so long as he or she remains a member in good standing, will be and
act as a Director of said Association. Additional committees may be added, when
such necessity arises. The names of the Committees are as follows: Road Committee, Beach Committee, and Feeder
Brook Committee.
B. Duties – Roads
Committee: The Road Committee shall see
to the special care and oversight of all private roads leading to property
owned by members and owned by the Association. It shall periodically inspect
such roads to the end of detecting any repairs that are needed thereon, and
shall report their findings to the President. If the repairs entailed an
expense of over the proposed budget, the kind of repair and the amount to be
expended will be to approval at a special meeting called for that purpose. The
Roads Committee shall also present rules and regulations concerning the roads
to the Board of Directors for review, editing and adoption.
C. Duties – Feeder Brook
Committee: The Feeder Brook committee
shall see to the special care, oversight and maintenance of the feeder brook
and dams leading thereto and monitoring the water quality of Manitook Lake at least once a year, in the Spring and/or in
the Summer, or an alternative twice a year within 60 days of each other. The
results of the test(s) shall be presented at the Annual Meeting.
D. Duties – Beach
Committee: The Beach Committee shall
have active charge of the
Section 2 – Health and
building.
The Board of Directors shall report any violations
of state or municipal laws or ordinances which become known to the Board to the
appropriate state or municipal agencies.
Section 1.
The foregoing By-Laws shall go into effect on and
after____________, 19__
Section 2.
These By-Laws may not be changed except by majority
vote of members of the Association, at a meeting duly warned and held for such
purpose.
Submitted by
John Laudati, Chairperson
By-laws Committee
Approved and Adopted:_____________________