BY-LAWS OF ADIRONDACK LAKES ALLIANCE
ARTICLE l - MEMBERS
Section 1. Membership. Every lake association and other such entities representing water bodies within the Adirondack Park shall be eligible for membership in the Adirondack Lakes Alliance (ALA).
Section 2. Associate Members. The Executive Committee will allow provisions for non-voting Associate Members from recognized entities wishing to support ALA. Associate Members typically may represent educational, governmental and non-government agencies and other entities who support the mission of ALA.
Section 3. Individual Membership. Individual memberships are accepted and persons applying under this category shall be provided the same benefits as members but are not entitled to voting privileges.
Section 4. Annual Dues. The Executive Committee will determine the amount of annual dues necessary to support the ALA activities; such information on Annual Dues will be conveyed to the ALA membership.
ARTICLE ll - MEETINGS
Section 1. Representation. The Executive Committee. There shall be ten (10) regional directors on the Executive Committee; two (2) shall be elected from each of the five (5) defined regions, A through E, within the Adirondack Park. Regions shall be designated as follows:
· Region A-Shall include all lake associations located in Franklin and Clinton counties
· Region B-Shall include all lakes associations located in Essex counties
· Region C-Shall include all lakes associations located in Warren, Washington and Saratoga counties
· Region D-Shall include all lakes associations located in Hamilton and Fulton counties
· Region E-Shall include all lake associations located in Herkimer, Oneida, Lewis and St. Lawrence counties
Section 2. Executive Director. The Executive Director shall be elected by the ALA at the annual meeting. The ten (10) Regional Directors, Officers (Associate Executive Director, Treasurer, and Secretary) and the Executive Director shall serve as the Executive Committee of ALA.
Section 3. Executive Committee. The Executive Committee shall meet regularly to conduct the business of the ALA. The Executive Committee will determine dates, places and locations of meeting and will so advise the ALA of such meetings, as well as the tentative agenda. Executive Committee meetings are open, and all ALA members may attend. In consideration of distances and schedules of members, it shall be understood that attendance at Executive Committee meetings, when necessary, may be by electronic means and shall count in quorum count for purposes of conducting business.
Section 4. Special Meetings. Special meetings may be called by the Executive Director, by a majority of the Executive Committee, or by resolution of the ALA membership.
Section 5. Annual Meeting. There shall be at least one Annual Meeting of the ALA, at a time, date, and location to be determined by the Executive Committee. The purpose of the Annual Meeting will be to conduct the business of the organization and to elect the Executive Director, Officers and Regional Directors. As necessary, there may be additional ALA meetings. Notice of all ALA meetings stating date, time, and location shall be sent to all ALA members at least 21 days in advance of such meeting. An exception in notice may be given for any emergency meeting, if needed. The ALA Annual Meeting will be held in early summer to allow participation by a majority of ALA members.
ARTICLE lll - DIRECTORS
Section 1. Regional Directors. There shall be ten (10) regional directors; two (2) from each of the five (5) defined regions. Each regional director shall be a member in good standing of a member lake association, and she/he will be authorized by their lake association to make decisions on behalf of the member lake association. Regional directors shall serve a two year term.
Section 2. Regional Caucus - Time for special caucus sessions to elect the Regional Directors will be provided at the Annual Meeting.
ARTICLE lV - OFFICERS
Section 1. Executive Director. The Executive Director shall serve a term of two years and shall be voted on by the ALA membership at the annual meeting. The Executive Director may be from any of the 5 designated regions. The Executive Director shall be a member in good standing of a lake association or similar entity.
Section 2. Officers. The ALA membership will elect the following officers at the annual meeting and terms shall be for two years: Associate Executive Director, Treasurer, and Secretary. Officers shall not come from the same lake association.
Section 3. Vacancies. If a vacancy occurs, at the next meeting of the Executive Committee they shall appoint a qualified person to fill the unexpired term.
ARTICLE V - DUTIES OF OFFICERS
Section 1. Executive Director. The Executive Director shall preside at all meetings of members and the Executive Committee. The Executive Director shall perform such duties as usually incumbent upon that officer, or as may be directed by the Executive Committee, or by Resolution of the members. In the absence or disability of the Executive Director, the Associate Executive Directors shall act in her/his stead.
Section 2. Associate Executive Director. The Associate Executive Director will assist the Executive Director and Executive Committee in conducting the business of the organization and shall perform such duties as are usually incumbent upon that Officer and such other duties as the Executive Committee may authorize or direct. The Associate Director shall represent the Executive Director in his/her absence.
Section 3. Treasurer. The treasurer shall perform all duties usually incumbent upon that officer and as the Executive Committee may authorize or direct.
Section 4. Secretary. The secretary shall keep all minutes of the Membership and the Executive Committee and perform such duties as are usually incumbent upon that officer and such other duties as the Executive Committee may authorize or direct.
ARTICLE Vl - TERMS OF OFFICES
Section 1. The ALA fiscal year shall follow the calendar year, from January 1 to December 31 of any year. Election of Officers to serve on the ALA Executive Committee shall take place in the summer before the officer assumes the office.
Section 2. Offices. Officers and Regional directors shall serve terms of two years and shall be elected at the annual meeting. Their term of office begins on January 1 of the year following their election.
During the implementation period of this document, terms shall be as follows:
· Executive Director-3 year term
· Associate Director-2 year term
· Secretary-2 year term
· Treasurer-3 year term
Regional Directors -Two regional directors shall be appointed from each of the five defined regions. One director shall be appointed for two years and the second shall be appointed for three years. Once this rotation has been completed all regional directors will serve for two year periods.
Following these initial terms all offices shall be for two years as provided for in the by- laws.
Exception: An interim Executive Committee as defined within the by-laws shall be appointed to serve by the members until the first annual meeting of the Adirondack Lakes Alliance. Those offices shall include the Executive Director, Associate Executive Director, Secretary, Treasurer and Regional Directors.
ARTICLE Vll - QUORUM, VOTING
Section 1. Executive Committee Quorum - A majority of the Executive Committee shall constitute a quorum for the transaction of business at any properly called meeting.
Section 2. Members’ Meeting Quorum - Twenty (20) or more duly represented members in good standing, in person or by proxy, shall constitute a quorum at any meeting of Members and may transact all business which may regularly come before such meeting. A Member present by proxy shall be deemed present for voting purposes; a member may have no more than 1 proxy to vote on their behalf.
Section 3. Voting at Member Meetings. All members in good standing shall be entitled to one vote at member meetings. It is understood that that there may be several in attendance from one association but that for voting purposes only one delegate shall be entitled to cast a vote.
ARTICLE Vlll - COMMITTEES
Section 1. Appointed Committees. The Executive Committee shall appoint committees necessary to conduct the business of the ALA. Standing committees shall be created or excused as necessary.
Section 2. Nominating Committee. A nominating committee shall be appointed by the Executive Committee. The nominating committee shall convene at least 30 days before the ALA Annual Meeting and prepare a slate of candidates to be voted upon by the ALA membership at the Annual Meeting.
ARTICLE lX – AMENDMENTS TO THE BY-LAWS
Section 1. The Adirondack Lakes Alliance By-Laws may be amended, repealed, or altered in whole or in part by a majority vote of members present at the annual meeting. Any proposed changes, amendments, or alterations must be distributed to the members at least fifteen (15) days prior to the date of the Annual Meeting whereat said changes, alterations, or amendments are to be considered.