Bylaws

BYLAWS OF THE PILOT KNOB ASSOCIATION, INC.


ARTICLE I NAME


This organization shall be known as The Pilot Knob Association, Inc.


ARTICLE II PURPOSE


The purpose of the Corporation is to promote the welfare of the individuals in the community by stimulating public interest in the overall care, maintenance, and improvement of the Pilot Knob community including public and private lands and the surrounding waters of Lake George and its woods, fields, and streams; to provide a representative forum of discussion for state, county, and town policies affecting the Pilot Knob area; and to provide social activities and entertainment for its members. The Corporation shall operate on a non political and non sectarian basis, in compliance with Civil Rights and Affirmative Action legislation.


ARTICLE III MEMBERS AND MEETINGS OF MEMBERS


1. MEMBERSHIP. Membership in the Corporation shall be open to any individual or family who has an interest in the immediate area. Family memberships shall be defined as a household including any children under the age of twenty one years. A member (individual or family) must make payment of dues annually in the amount of Twenty Dollars ($20.00) per person at the beginning of each calendar year. Members who have not paid their dues by March 15th will be removed from the voting membership roll and not eligible to vote or hold office at that year’s annual meeting.


2. RIGHTS OF MEMBERS. Members will be entitled to one vote at meetings of the Corporation. A family membership shall entitle the family to one vote only with the exception that additional members of the same family shall be entitled to an individual vote to the extent that they hold separate paid memberships in the Corporation. The right of a member to vote and all their rights, title and interest in or to the Corporation shall cease on the termination of their membership. No member shall be entitled to share in the distribution of the corporate assets upon the dissolution of the Corporation.


3. RULES OF ORDER: The Rules of Order shall be in compliance with the 9th edition of Robert’s Rules of Order.


4. ANNUAL MEETINGS. The annual meeting of the members of the Corporation shall be held in July for the purpose of electing directors, and for the transaction of such other business as may properly come before the meeting.


5. NOTICE OF ANNUAL MEETINGS. Notice of the time, place, and purpose or purposes of the annual meeting shall be served, either personally or by mail, not less than ten or more than forty days before the meeting upon each person who appears upon the books of the Corporation as a member and, if mailed, such notice shall be directed to the member at their address as it appears on the books of the Corporation, unless they have filed with the Secretary of the Corporation a written request that notices intended for them be mailed to some other address, in which case it shall be mailed to the address designated in such request.


6. SPECIAL MEETINGS. Special meetings of the members, other than those regulated by statute, may be called at any time by the President or upon written petition to the Secretary signed by at least ten members.


7. NOTICE OF SPECIAL MEETINGS. Notice of a special meeting stating the time, place, and purpose or purposes thereof shall be served personally or by mail upon each member residing within the United States, not less than five or more than forty days before such meeting and, if mailed, such notice shall be directed to each member at their address as it appears on the books or records of the Corporation, unless they have filed with the Secretary of the Corporation a written request that notices intended for them shall be mailed to some other address, in which case it shall be mailed to the address designated in such request.


8. QUORUM. At any meeting of members of the Corporation the presence of one third of the members in person or by proxy shall be necessary to constitute a quorum for all purposes except as otherwise provided by law, and the act of a majority of the members present at any meeting at which there is a quorum shall be the act of the full membership except as may be otherwise specifically provided by statute or by these Bylaws. In the absence of a quorum, or when a quorum is present, a meeting may be adjourned from time to time by vote of a majority of the members present in person or by proxy without notice other than by announcement at the meeting and without further notice to any absent member. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. It may be assumed that a quorum is present at any meeting unless challenged.


9. VOTING. At every meeting of members each member as defined in Article III Sections (1) and (2) shall be entitled to vote in person, or by proxy duly appointed by instrument in writing which is subscribed by such member and which bears a date not more than eleven months prior to such meeting unless such instrument provides for a longer period. Each member of the Corporation shall be entitled to one vote. The vote for directors and the vote upon any question before the meeting shall be by a show of hands unless a vote by ballot is sought by demand of any member. All elections shall be had and all questions decided by a majority vote of the persons present in person or by proxy.


10. REMOVAL OF MEMBERS, DIRECTORS OR OFFICERS. Any member, director, or officer may be removed from membership or from office by the affirmative vote of two thirds of the full membership, registered either in person or by proxy, at any regular or special meeting called for that purpose, for conduct detrimental to the interests of the Corporation, for lack of sympathy with its objectives, for lack of attending fifty percent or more annually of scheduled board meetings, or for refusal to render reasonable assistance in carrying out its purposes. Any such member, officer, or director proposed to be removed shall be entitled to at least five days' notice in writing by mail of the meeting at which such removal is to be voted upon and shall be entitled to appear before and be heard at such meeting.


11. COMPENSATION AND EXPENSES. Members shall not receive any stated salary for their services as such, but by resolution of the Board of Directors a fixed reasonable sum or expenses of attendance, if any, or both, may be allowed for attendance at each regular or special meeting. The Board of Directors shall have power in its discretion to contract for and to pay to members rendering unusual or special services to the Corporation special compensation appropriate to the value of such services.


ARTICLE IV – OFFICERS


1. NUMBER. The Officers of the Corporation shall be the President, Vice-president, Secretary, Treasurer, and such other officers with such powers and duties not inconsistent with these Bylaws as may be appointed and determined by the Board of Directors. Any two offices, except those of President and Vice-president, may be held by the same person.


2. ELECTION, TERM OF OFFICE, AND QUALIFICATIONS. The President shall be elected for a two year term by the members of the Corporation from among their number, and the other Officers shall be elected for a two year term by the membership in like manner. Such election shall occur at the annual meeting of the Corporation. The term of office of each Officer shall begin upon adjournment of the annual meeting.


3. PRESIDENT. The President shall preside at all meetings of members and of the Board of Directors. They shall have and exercise general charge and supervision of the affairs of the Corporation and shall do and perform such other duties as may be assigned to them by the Board of Directors.


4. VICE-PRESIDENT. At the request of the President, or in the event of the President’s absence or disability, the Vice-President shall perform the duties and possess and exercise the powers of the President; and to the extent authorized by law, the Vice-President shall have such other powers as the Board of Directors may determine, and shall perform such other duties as may be assigned to them by the Board of Directors.


5. SECRETARY. The Secretary shall have charge of such books, documents, and papers as the Board of Directors may determine and shall have the custody of the corporate seal. They shall attend and keep the minutes of all the meetings of the Board of Directors and members of the Corporation. They shall keep a record, containing the names, alphabetically arranged, of all persons who are members of the Corporation, showing their places of residence, and such book shall be open for inspection as prescribed by law. They may sign with the President or Vice- President, in the name and on behalf of the Corporation, any contracts or agreements authorized by the Board of Directors, and when so authorized or ordered by the Board of Directors, they may affix the seal of the Corporation. They shall, in general, perform all the duties incident to the office of Secretary, subject to the control of the Board of Directors, and shall do and perform such other duties as may be assigned to them by the Board of Directors.


6. TREASURER. The Treasurer shall have the custody of all funds, property, and securities of the Corporation, subject to such regulations as may be imposed by the Board of Directors. They may be required to give bond for the faithful performance of their duties, in such sum and with such sureties as the Board of Directors may require. When necessary or proper, they may endorse on behalf of the Corporation for collection checks, notes, and other obligations, and shall deposit the same to the credit of the Corporation at such bank or banks or depositary as the Board of Directors may designate. They shall sign all receipts and vouchers and, together with such other Officer or Officers, if any, as shall be designated by the Board of Directors, they shall sign all checks of the Corporation and all bills of exchange and promissory notes issued by the Corporation, except in cases where the signing and execution thereof shall be expressly designated by the Board of Directors or by these Bylaws to some other Officer or agent of the Corporation. They shall make such payments as may be necessary or proper to be made on behalf of the Corporation except as conditioned by these Bylaws. They shall make regular entries on the books of the Corporation to be kept by them for the purpose of the full and accurate account of all moneys and obligations received and paid or incurred by them for or on account of the Corporation, and they shall exhibit such books at all reasonable times to any Director or member on application at the office of the Corporation. They shall, in general, perform all duties incident to the office of Treasurer, subject to the control of the Board of Directors.


7. EXPENDITURE LIMITS. Any matter involving an expenditure by an Officer in excess of Five Hundred Fifty Dollars ($550.00) must be approved by a majority vote of the Board of Directors.


8. COMMITTEES. The President shall appoint a Membership Committee, a Nominating Committee, and such other Committees as the Board of Directors may deem necessary.


ARTICLE V DIRECTORS


1. NUMBER. There shall be 9 directors, including officers.


2. ELECTION, TERM OF OFFICE, AND QUALIFICATIONS. Two Directors shall be elected annually for a two year term. The past president position will be held for one year once a new president is elected. After one year, this Director position will be open for election. Such election shall occur at the annual meeting of the Corporation. The term of each Director shall begin upon the adjournment of the annual meeting.


ARTICLE VI – BOARD OF DIRECTORS


1. ELECTION. The business and property of the Corporation shall be managed and controlled by a Board of Directors elected by the members. The Directors must be members of the Corporation and shall be chosen at the annual meeting by a majority of the votes of the members, voting either in person or by proxy.


2. NUMBER. The Board of Directors shall consist of the President, Vice President, Secretary, and Treasurer of the Corporation; the immediate past president and four additional Directors. The immediate past president will automatically serve for one year. Such number may be increased or decreased by amendment to these Bylaws, in the manner set forth in Article XIII hereof. When the number of Directors is so decreased by amendment of the Bylaws, each Director in office shall serve until their term expires, or until their resignation or removal as herein provided.


3. RESIGNATION. Any Director may resign at any time by giving written notice of such resignation to the Board of Directors.


4. VACANCIES. Any vacancy in the Board of Directors due to death, resignation, retirement, disqualification, or any other cause, including a vacancy created by an increase in the number of Directors made by the Board of Directors, may be filled for the unexpired portion of the term by the Board Members then serving, by affirmative vote of the majority thereof. Any Director or officer so elected by the Board of Directors shall hold office until the end of the unexpired term.


5. ANNUAL MEETINGS. Immediately after each annual meeting, the new Board may meet forthwith at the principal office of the Corporation for the purpose of organization and the transaction of other business, and, if a quorum of the Board be then present, no prior notice of such meeting shall be required to be given. The place and time of each meeting may, however, be fixed by written consent of all of the Board Members.


6. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by the President or Vice-President and must be called by either of them on the written request of any member of the Board.


7. NOTICE OF MEETINGS. Notice of all Directors' meetings, except as herein otherwise provided, shall be given at least three days by mail, phone, in person or electronically before the meeting to the usual business or residence address of the Director, but such notice may be waived by any Director. Regular meetings of the Board of Directors may be held without notice at such time and place as shall be determined by the Board. At any meeting at which every Director shall be present, even though without any notice or waiver thereof, any business may be transacted.


8. CHAIR PERSON. At all meetings of the Board of Directors, the President or Vice-President, or in their absence, a chairperson chosen by the Board Members present, shall preside.


9. QUORUM. At all meetings of the Board of Directors, a majority of the Board Members shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of the Board Members present at any meeting at which there is a quorum shall be the act of the Board of Directors. In the event of a vacancy, a quorum for the purposes of a board meeting shall constitute a majority of the total of the remaining Board Members.


10. CONTRACTS AND SERVICES. The Directors and Officers of the Corporation may be interested directly or indirectly in any contract relating to or incidental to the operations conducted by the Corporation, and may freely make contracts, enter transactions, or otherwise act for and on behalf of the Corporation, provided that a full disclosure of such interest is made thereof, notwithstanding that they may also be acting as individuals, or as agents for other persons or corporations, or may be interested in the same matters as shareholders, Directors, or otherwise; provided, however, that any contract, transaction, or act on behalf of the Corporation in a matter in which the Directors or Officers are personally interested as Shareholder, Directors, or otherwise shall be at arm's length and not violative of the proscriptions in the Certificate of Incorporation against the Corporation's use or application of its funds for private benefit; and provided further that no contract, transaction, or act shall be taken on behalf of the Corporation if such contract, transaction, or act is a prohibited transaction or would result in the denial of the tax exemption under Section 503 or Section 507 of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended. In no event, however, shall any person or other entity dealing with the Directors or Officers be obligated to inquire into the authority of the Directors and Officers to enter into and consummate any contract, transaction, or other action.


11. COMPENSATION. Directors shall not receive any stated salary for their services as such, but by a resolution of the majority of the Board a fixed reasonable sum or expenses of attendance, if any, or both, may be allowed for attendance at each regular or special meeting of the Board. The Board of Directors shall have power in its discretion to contract for and to pay to Directors rendering unusual or exceptional services to the Corporation special compensation appropriate to the value of such services.


12. POWERS. All the Corporate powers, except such as are otherwise provided for in these Bylaws and in the laws of the State of New York, shall be and are hereby vested in and shall be exercised by the Board of Directors. The Board of Directors may by general resolution delegate to committees of their own number, or to Officers of the Corporation, such powers as they may see fit.


13. DUTIES. The Board of Directors, pursuant to Section 519 of the Not For Profit Corporation Law shall present at the annual meeting of members a report, verified by the President and Treasurer or by a majority of the Directors, showing in appropriate detail the following: (a) the assets and liabilities, as of the end of the fiscal year immediately preceding the annual meeting, which shall be not more than six months prior to such meeting; (b) the principal changes in assets and liabilities, during the year immediately preceding the date of the report; (c) the revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the report; (d) the expenses or disbursements of the Corporation, for both general and restricted purposes, during the year immediately preceding the date of the report; (e) the number of members of the Corporation as of the date of the report, together with a statement of increase or decrease in such number during the year immediately preceding the date of the report, and a statement of the place where the names and addresses of the current members may reside. The annual report of Directors shall be filed with the records of the Corporation and an abstract thereof entered in the minutes of the proceeding of the annual meeting of members.


ARTICLE VII - AGENTS AND REPRESENTATIVES


The Board of Directors may appoint such agents and representatives of the Corporation with such powers and to perform such acts or duties on behalf of the Corporation as the Board of Directors may see fit, so far as may be consistent with these Bylaws, to the extent authorized or permitted by law.


ARTICLE VIII – CONTRACTS


The Board of Directors, except as in these Bylaws otherwise provided, may authorize any Officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to a specific instance and unless so authorized by the Board of Directors, no Officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement, or to pledge its credit, or render it liable pecuniarily for any purpose or to any amount.


ARTICLE IX- FISCAL YEAR


The fiscal year of the Corporation shall commence on January 1 of each year and end on December 31.


ARTICLE X - PROHIBITION AGAINST SHARING IN CORPORATE EARNINGS


No member, Director, Officer, or employee of or member of a committee of or person connected with the Corporation, or any other private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation, in effecting any of its purposes as shall be fixed by the Board of Directors.


ARTICLE XI – DISSOLUTION OF THE CORPORATION


No such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Corporation. All members of the Corporation shall be deemed to have expressly consented and agreed that upon such dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, all of the assets of the corporation remaining after the payment or satisfaction of its liabilities shall be distributed in such amounts as the Board of Directors may determine or subject to the approval of a Justice of the Supreme Court of the State of New York, sitting in and for the County in which the principal office of the Corporation is then located, but only to such organizations who shall conduct activities and whose purposes are exclusively charitable, literary, and educational and which qualify under Section 501(c)(4) of the Internal Revenue Code of 1986, as amended.


ARTICLE XII - INVESTMENTS


The Corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board of Directors, without being restricted to the class of investments which a Director is or may hereafter be permitted by law to make or any similar restriction, provided, however, that no action shall be taken by or on behalf of the Corporation if such action is a prohibited transaction or would result in the denial of the tax exemption under Section 503 or Section 507 of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.


ARTICLE XIII – AMENDMENTS


1. BY DIRECTORS. The Board of Directors shall have power to make, alter, amend, and repeal the Bylaws of the Corporation by affirmative vote of two-thirds of the Board, provided however, that the action is proposed at a regular or special meeting of the Board and adopted at a subsequent regular meeting, except as otherwise provided by law. All Bylaws made by the Board of Directors may be altered, amended, or repealed by the members.


2. BY MEMBERS. The Bylaws may be altered, amended, or repealed at any meeting of the members of the Corporation by a two-thirds vote of the members present, represented either in person or by proxy, a quorum being present at such meeting, provided that the proposed action is inserted in the notice of such meeting.


ARTICLE XIV - EXEMPT ACTIVITIES


Notwithstanding any other provision of these Bylaws, no member, Director, Officer, employee, or representative of this Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization exempt under Section 501 (c)(4) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended, or by an organization contributions to which are deductible under Section 170 (c)(2) of such Code and Regulations as they now exist or as they may hereafter be amended.


Bylaws Amended July 22, 1995


Bylaws Amended May 10, 2005


Bylaws Amended June 27, 2006


Bylaws Amended July 12, 2015

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