Rules and Bylaws
Cream Hill Lake Association Bylaws

ARTICLE I
Name

The Organization shall be known as the Cream Hill Lake Association, Incorporated.
ARTICLE II
Objects


The objects of the Association shall be the preservation of the natural beauty of Cream Hill Lake, the maintenance of a clubhouse for its members, and the furnishing to them of facilities for boating, bathing, tennis and other suitable amusement.


ARTICLE III
Membership


     3.1.A membership in the Association shall be open to an individual eighteen years of age or older, or two such individuals who generally reside together throughout the year, provided that "dwelling in Cornwall" and other requirements of membership as may be specified by these bylaws are met. Each individual is a member of the Association for purposes of these bylaws.

     3.2.For purposes of these bylaws, "dwelling in Cornwall" shall mean that at least one member of the membership

      a) is a full-time Cornwall resident, or

      b) owns a dwelling in Cornwall for personal use, or

      c) physically occupies a dwelling in Cornwall for at least 60 days during the calendar year.

     3.3.Each member shall enjoy, subject to these bylaws and other rules of the Association, all privileges of and obligations to the Association including one vote at meetings of the Association.

     3.4.The privileges of the Association, subject to the conditions below, shall be extended to members' children 25 years of age or under and, at the discretion of the member(s), to an "extended family unit" which may include such individuals as a member's children over the age of 25, and their spouses, children, and other descendants. All such persons shall be identified to the Secretary of the Association. Individuals to whom such privileges are extended

      a) shall dwell with the member when in Cornwall,

      b) may, collectively for the "extended family unit," if it includes individuals over the age of 25, exercise one additional vote at meetings of the Association beyond those of the member(s) comprising the underlying membership, and

    c) may not hold elective office, chair committees, or serve on the Executive, Membership or Nominating committees established in these bylaws.

     3.5.If the individuals comprising a two-person membership divorce or permanently separate, both parties may continue as members under the original membership, paying one set of dues and assessments for the remainder of the calendar year in which the separation occurs. At the end of the calendar year, the membership shall end. However, if the membership ended in good standing, each of the separated parties who continues to meet the requirements of membership, upon submitting a written request to the Secretary before May 1 of the calendar year immediately following the year of separation, may be admitted to membership immediately without payment of an initiation fee.

     3.6.The total number of memberships in the Association shall be 175.


Article IV
Nomination and Admission to Membership


     4.1.A nomination for membership shall be made in writing to the Secretary by a member of the Association, and seconded in writing by three other members, all of whom shall have been members for at least two years. The nominating and seconding letters shall not be form letters and shall state the full name or names, addresses and telephone numbers of the nominee, the length of time that the writer has known the nominee, and describe the nominee's family. The letter shall also explain how the nominee meets the requirements of membership, and shall explain why, in the opinion of the writer, the nominee is personally responsible and compatible with the membership of the Association. In addition, it shall be the responsibility of the nominator to introduce the proposed members to the chair and at least one other member of the Membership Committee before the Committee acts on the nomination, and to assure that the application is completed. A nomination is complete after all required letters have been filed with the Secretary and the introductions to the members of the Membership Committee have been made.

     4.2.A member may sponsor, either nominating or seconding, one nomination for membership in a calendar year.

     4.3.Members of the Membership Committee shall not nominate or second nominations for membership.

     4.4.A nomination for membership may be filed with the Secretary at any time of the year. The Membership Committee shall act on nominations in the order in which they are completed. An approved nomination shall be placed on the waiting list.

     4.5.To fill vacancies, the Secretary shall extend an invitation to those approved for membership in the order that they appear on the waiting list, subject to paragraph 4.8. Names on the waiting list shall be kept in the order that they were approved by the Membership Committee.

     4.6.The Secretary shall extend invitations in writing to join the membership. Invitations shall be subject to the condition that invitees meet the requirements of membership at the time of the invitation. Invitations to invitees who do not meet the requirements of membership shall be void. Subsequent consideration of such invitees shall be made only after a new nomination has been filed.

     4.7.When a nomination involves a child of an individual who has been a member for the last ten years and whose membership is currently in good standing, two one-time exceptions shall be made to the nomination and admission process.

      a) The seconding requirement shall be waived.

      b) The initiation fee shall be 1/2 the normal fee.

     4.8.When a membership ends due to death, any children of that membership who are nominated within twelve months of the end of the membership and who meet all requirements of membership, shall be extended an invitation to join the Association, notwithstanding the limitation on the number of memberships.

     4.9.If an invitee to join the membership shall fail to pay such dues, initiation fees, and assessments as may be payable on admission to membership within 45 days after written notification of admission, the invitation to join the membership shall be void. Subsequent consideration of such invitee shall be made only after a new nomination has been filed. In extraordinary circumstances, these provisions may be waived by a three-quarters vote of the full Executive Committee.

     4.10.If all the individuals comprising a membership are 70 years of age or older, and the membership has been in good standing for at least twenty years and continues to meet the requirements of membership, the membership may apply to be an Emeritus Member. Emeritus Members shall enjoy the same privileges and obligations as members, except that they shall not be charged Basic Dues and Assessments, and participation in the affairs of the Association shall be limited as follows.

      a) They may not hold elective office, chair committees, serve on the Executive, Membership or Nominating committees established in these bylaws.

      b) They may not sponsor, nominate or second, nominations for membership.

      c) They may not vote at meetings of the Association.

      d) They may not extend the privileges of the Association to their "extended family unit."

     4.11.An individual's membership may be terminated by the Association for cause, and after having been given an opportunity for a hearing before the Executive Committee, by a vote of three-fourths of the entire Executive Committee. Cause for expulsion shall consist, in the Executive Committee's final judgment, of conduct seriously detrimental to the best interests of the Association.

     4.12.A membership may be resigned on written notice to the Secretary. A member shall be regarded as having resigned in good standing if all dues and other appropriate charges, have been paid in full and any other obligations that may exist at the time of resignation have been met.

     4.13.The Executive Committee, with the assistance of the Membership Committee, shall review the Association's membership list yearly, and shall terminate any membership that does not meet the membership requirements for 24 consecutive months. The provisions of this paragraph shall not apply to memberships of the Association that, as of September 1, 1996, do not meet the "dwelling in Cornwall" requirement, and have been a membership in good standing for at least five years.


ARTICLE V
Guests


Members and Emeritus Members may extend the use of the facilities of the Association to their guests under rules promulgated by the Executive Committee. These rules shall not limit the number of times that a member's children over the age of 25, and their spouses, children, and other descendants may be a guest.


ARTICLE VI
Dues, Fees, and Assessments


     6.1.The annual membership dues of the Association shall be as follows.

      a) Basic Dues (payable by each membership) - $425.00, until changed by the membership from time to time.

    b) Extended Family Unit Dues (payable by a membership for each person 25 years or older included in the membership's extended family unit) - 1/4 the Basic Dues.

     6.2.The initiation fee for joining the Association shall be a sum equal to four times the Basic Dues;

     6.3.The fees for guests (with due regard for the dues structure), social events, canoe storage space, and other items shall be fixed by the Executive Committee.

     6.4.Assessments, to be levied as needed upon memberships of the Association, may be made at any Regular or Special meeting of the Association, the notice of which states that an assessment is to be considered. In addition, the Executive Committee may levy one assessment in any calendar year for unanticipated expenses of up to $50 per membership without vote of the membership.

     6.5. Notice of dues, fees, and assessments that are owed shall be sent by the Treasurer and shall be payable as follows.

      a) Annual dues and canoe charges shall be billed on March 1st, or on notification of invitation to join the membership, and shall be payable on receipt.

      b) Initiation fees shall be due in full on notification of the invitation to join the membership. However, at the option of the invitee and upon notification of the Treasurer, initiation fees may be paid in four installments: 25% upon acceptance of the invitation to join, and the balance in three equal installments at the time annual dues are payable in the three succeeding years. The provisions of paragraph 4.7 shall apply.

      c) Assessments shall be payable as specified in the motion establishing them.

    d) Other charges shall be payable on November 1st or as specified at the time they are established.

     6.6.The Treasurer shall send second statements two months after a bill is due to memberships who have not paid in full. Following a grace period of 30 days after these second statements are sent out, a surcharge of 10% per month, exclusive of surcharges, shall be levied on all unpaid bills and charges.

     6.7.If a membership or Emeritus Member fails to pay all bills due and owed by the Preliminary Meeting, the Executive Committee shall terminate the membership or Emeritus Membership status unless special arrangements are made with the Treasurer and President for full payment by November 1 and the Executive Committee approves the arrangement. In extraordinary circumstances, these provisions may be waived by a three-quarters vote of the full Executive Committee. Memberships dropped under the terms of this paragraph may be readmitted only after consideration of a new nomination for membership in the normal manner.


ARTICLE VII
Officers, Executive Committee, and Other Committees


     7.1.The officers of the Association shall be a President, Vice President, Secretary, and Treasurer. They shall be elected at the Annual Meeting for one-year terms, starting October 1st following their election. They shall serve the specified term or until their successors take office. The offices of Secretary and Treasurer may, with the approval of the Executive Committee, be held by the same person; otherwise no person shall hold more than one office at the same time.

     7.2. The President shall serve no more than two consecutive terms and shall perform the duties usually pertaining to the office. Specifically, the President shall

      a) preside over all meetings of the Association and of the Executive Committee;

      b) serve as an ex officio member of all committees except the Nominating Committee;

      c) authorize the call of regular meetings of the Association and of the Executive Committee.

      d) appoint members of all committees, other than the Executive Committee, after discussion with the committee chairs and subject to the Executive Committee's approval; and

    e) fill vacancies as may arise among the committees, subject to the Executive Committee's approval.

     7.3.The Vice President shall serve no more than two consecutive terms and shall perform the duties usually pertaining to the office and shall perform the duties of the President in the President's absence.

     7.4. The Secretary shall perform the duties usually pertaining to the offices of Secretary, and specifically shall

      a) ensure that minutes are duly recorded at all meetings of the Association and of the Executive Committee;

      b) maintain and distribute annually a current list of Members and Emeritus Members; and

    c) exercise such authority and perform such additional duties in overseeing the Association's operation as set forth in these bylaws or as may be designated by the Executive Committee, and receive such compensation as the Executive Committee prescribes.

     7.5. The Treasurer shall perform the duties usually pertaining to the office of Treasurer, and specifically shall

      a) oversee the preparation and distribution of an annual financial report to the membership of the Association;

      b) oversee the collection of all dues, fees, and assessments as provided in Article VI; and

    c) exercise such authority and perform such additional duties as set forth in these bylaws or as may be designated by the Executive Committee, and receive such compensation as the Executive Committee prescribes.

     7.6.Officers, on election and until they assume office, shall be designated officers-elect.

     7.7.There shall be an Executive Committee, composed of the President, Vice President, Secretary, Treasurer, and five or six other members of the Association, as needed to bring the number of members of the Executive Committee to nine, whose terms shall be staggered to the extent practicable. No person shall be a member of the Executive Committee for more than four consecutive years, except as may result from being an Officer of the Association, or from being asked to serve one additional year to assure the staggering of terms, or from the retiring President's being asked by the Nominating Committee to serve one additional year.

     7.8. The Executive Committee shall, in general, oversee and control the operations and financial affairs of the Association. Specifically, the Executive Committee shall, consistent with the law and these bylaws

      a) meet at such times and places as it shall decide upon, or as called by the President;

      b) approve the appointment or removal, and establish the compensation and duties, of such employees as it may deem necessary;

      c) approve the appointment of members to, and specify the duties of, committees;

      d) approve rules of the Association consistent with the bylaws for, among other matters, Guests of the Association and use of the Association's facilities;

      e) maintain a Capital Account, into which initiation fees and appropriate assessments shall be placed, and an Operating Account, into which dues and other fees shall be placed (The funds of the Capital Account shall be expended for items of a capital nature and the funds of the Operating Account shall be expended for the general purposes of the Association.);

      f) designate a bank or banks in which funds of the Association shall be deposited, and determine the manner in which checks, drafts, and other instruments for the payment of funds of the Association shall be executed;

      g) maintain insurance coverage deemed adequate for the Association, such as fire, casualty, liability and workers compensation;

      h) contract for maintenance, construction, and service as necessary and appropriate for the operation of the Association;

      i) fill any vacancies among the Officers or Executive Committee, such appointments to last until the next regularly scheduled election; and

    j) review the Association's Membership List and instruct that letters be issued regarding the termination of memberships that do not meet the membership requirements for 24 consecutive months.

     7.9.Nothing in these bylaws shall be construed to permit the Executive Committee to contract for other than normal operational obligations without approval at a duly held Regular or Special meeting of the Association, the call of which has included notification of the intention to incur such obligations, except in the case of an assessment for significant, unanticipated expenses as provided in paragraph 6.4.

     7.10.The Officers and members of the Executive Committee shall be elected by majority vote at the Annual Meeting, as provided in paragraphs 7.1 and 7.13.

     7.11.There shall be a Membership Committee, a Nominating Committee, and such other committees as the Executive Committee shall deem appropriate.

     7.12.The Membership Committee shall be composed of not fewer than five members. The Committee shall act on nominations for membership in the Association and shall present a membership report listing all membership changes at each regular meeting.

     7.13.The Nominating Committee shall be composed of not fewer than five members, one, and only one, of whom shall be a member of the Executive Committee. No officer may be a member of the Nominating Committee. After consultation with the President, the Nominating Committee shall prepare a slate of Officers and Executive Committee members that shall be included in the notice to the membership for the Preliminary Meeting. Further nominations may be made only by a petition signed by twenty voting members of the Association, which includes the consent of the person so nominated, that is received by the Secretary no later than August 1. The Secretary shall post the petitions at the clubhouse and shall include in the notice to the membership of the Annual Meeting the slate nominated by the Nominating Committee and any petitions received by August 1.


ARTICLE VIII
Meetings


     8.1. There shall be two regular meetings of the Association, both held at the Association's Clubhouse.

      a) The Preliminary Meeting shall be held on the last Saturday of June, unless otherwise designated by the Executive Committee for stated cause.

      b) The Annual Meeting shall be held on the last Saturday of August, unless otherwise designated by the Executive Committee for stated cause.

     8.2.Notice of any regular meeting shall be mailed to the entire membership at least two but not more than four weeks prior to the meeting.

     8.3.At regular meetings of the Association an Executive Committee report, a financial report, and reports of committees shall be heard; and such business shall be transacted as may be appropriate for the Association to consider.

     8.4.A special meeting may be called by the President or the Executive Committee, or shall be called by the Secretary within thirty days of receipt of a written request to the Secretary for a special meeting signed by twenty voting members of the Association. The notice of a special meeting shall describe the matter or matters to be considered, and shall be mailed to the membership at least two but not more than four weeks prior to the meeting. The business transacted at a special meeting shall be limited to the matters described in the notice of the meeting.


ARTICLE IX
Quorums, Amendments, and Interpretations


     9.1.(a) Forty voting members of the Association shall constitute a quorum at a meeting of the Association for the transaction of any business, except as otherwise provided in these Bylaws.

     9.1.(b) For the purpose of considering matters for which an absentee ballot has been provided, a quorum shall constitute forty voting members of the Association, of which at least twenty must be present in person and twenty voting members may be present by absentee ballot. Any matter to be considered by absentee ballot shall be clearly stated so as to be subject to a "yes" or "no" vote and shall be mailed to the membership not less than thirty days before the meeting, and ballots thus cast shall be received by the Secretary not less than three days before the meeting. Matters presented to the Association for vote by absentee ballot shall be voted up or down without any amendment.

     9.2.A majority of the Executive Committee shall constitute a quorum at a meeting of the Executive Committee.

     9.3.These bylaws may be amended, with one exception noted below, at a regular or special meeting of the Association for which the notice of the meeting informed the membership of the subject matter of the proposed change, by an affirmative vote of at least two-thirds of the voting members present, provided the number of voting members present shall be sixty or more. , of which at least twenty shall be present in person and forty may be present by absentee ballot as provided in paragraph 9.l (b). The exception is that a change in the number of memberships in the Association, pursuant to paragraph 3.7, shall be made only at a regular meeting of the Association.

     9.4.The interpretation of these bylaws shall be the responsibility of the Executive Committee and such interpretations shall be final.

     9.5.Enforcement of these bylaws and other rules of the Association is assigned, as appropriate, to the President, the Secretary, the Treasurer, and Executive Committee in order to assure their fair and even-handed application.


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