CONSTITUTION Of UPPER DAM POND CONSERVATION ASSOCIATION (BREEZY LAKE)
Adopted August 8, 2020
Employer Identification Number: 85-2656560
Domestic Nonprofit Corporation Identification Number:001711616
ARTICLE I – NAME
The name of this organization shall be UPPER DAM POND CONSERVATION ASSOCIATION - BREEZY LAKE
27 Breezy Lake Drive Coventry RI, 02816
ARTICLE II – MISSION STATEMENT
The Upper Dam Pond Conservation Association-Breezy Lake (UDPCA-BL) is an all-volunteer, non-profit organization; dedicated to the restoration and preservation of Breezy Lake. Our goal is to collaborate with lake associations, ecological specialists, our neighbors, local, state, and national supporters to bring back our lake. We shall promote safe recreation including boating, swimming, and fishing. We will protect the biological diversity and natural beauty of the lake for present and future generations.
ARTICLE III –MEMBERSHIP
Section 1. Any person 18 years or older who sincerely subscribes to the Constitution and By- Laws of the Association and submits a written application to be approved by the Board shall be eligible for active membership in the Association.
Section 2. Only Members in good paid standing shall exercise full voting member privileges.
ARTICLE IV – GOVERNMENT
Section 1. The general management and control of the affairs, funds and property of the Association shall be vested in the Officers and up to fifteen (15) Directors; 1/3 of the Directors to be selected each year by the membership present at the Annual Association meeting. The retiring President shall continue as a Director for an additional two (2) years. Both the Officers and the Directors will be referred to as the “Board”.
Section 2. The Board shall establish standing committees.
Section 3. A member of the Board must attend the majority of the meetings to remain a member of the Board. After review by the Board, the member may be replaced by a two- thirds vote of the Board.
ARTICLE V – REVENUE
The amount of Annual Dues of the Association shall be determined and proposed by the Board at any meeting of the Association, and requires approval by two-thirds vote of the Membership present.
ARTICLE VI – OFFICERS
Section 1. The Officers of the Association shall be a President, two Vice-Presidents (first & second chair), a Treasurer and a Secretary, to be elected at the Annual meeting by the Membership present for a three (3) year term.
Section 2. The Directors, at the Annual meeting, shall be elected for three (3) year terms. However, when the need arises, lesser terms may be established to keep the Board balanced among members with three (3) year, two (2) year and one (1) year tenure.
ARTICLE VII – AMENDMENTS
Amendments to the Constitution and By-Laws may be proposed at any meeting of the Association. The Board will then review the proposed amendments and make a recommendation to approve or disapprove the proposal. The proposed amendments will be presented to the Membership at the next meeting for a vote. Approval of the amendments will require a two-thirds (2/3) vote of the Membership present.
BY-LAWS OF THE UPPER DAM POND CONSERVATION ASSOCIATION
ARTICLE I - THE BOARD
The powers of the “Board” shall be as follows:
Section 1. To do any and all such acts as shall be necessary, reasonable or proper for the protection or advancement of the interests of the Association or the conduct of its affairs and as shall be consistent with the Constitution and By-Laws.
Section 2. The Board shall have the power to fill any vacancy that may occur on the Board whether they are Officers or Directors, except the Presidency as referred to in Article II, Section II.
ARTICLE II – DUTIES OF OFFICERS
Section 1. Director (President): As the leader of the board, there are many responsibilities that this individual takes on.
The Director leads the board and shall generally supervise, direct and control the association activities, affairs, and officers.
The Director is responsible for overseeing and handling many of the associations procedural duties.
The Director must be knowledgeable about the covenants, conditions and restrictions imposed by the community.
The Director calls the meeting to order, runs an effective meeting by announcing and ensuring adherence to the agenda, proposing questions, calling for votes and announcing the results and recognizing others to speak.
The Director shall appoint all committee chairpersons, with the exception of the nominating committee and shall ex-officio be a member of each committee, (exception being the Nominating Committee).
Section 2. Vice President of Marketing and Members: The First Chair—also commonly referred to as the chair-elect or the vice president—generally offers support for the board Director and other leadership as needed. The First Chair acts in a consulting capacity with independent advice to support the association, lends communication expertise and maintains relationships with Federal, State and Local government contacts. The First Chair oversees the activities of all subcommittees.
The VP of Marketing and Members is the First Chair to the Director and shall become President if a vacancy in the Presidency occurs. The Vice President will assume office until the next regular election or if a majority of the Directors votes to hold a special election prior to the expiration of the regular term.
The First Chair shares many of the leadership and procedural duties with the president, including assuming the leadership role when the president is unable to do so.
The First Chair responsibilities include ensuring order is maintained during meetings, ensuring a smooth flow of business and serving as an informed source about association rules, bylaws, and governing documents.
The First Chair is responsible for all communication and correspondence with persons outside of the association, including Federal, State and Local authorities, other associations and other interested groups.
The First Chair will maintain all communications plans, communication templates, and communication formats.
The First Chair assists the board in creating or proofing documents used in both internal and external communications for the association.
The First Chair assists in the creation and documentation of research materials for the association.
The First Chair is responsible for organizing and oversight to all subcommittees within the association.
Section 3. Vice President of Technology: The Second Chair creates, maintains and supports the technology requirements for the association. The Second Chair supports the creation and maintenance of the website content, supporter content and marketing logo content. The Second Chair supports the technology for all association commerce activity.
The Second Chair is responsible for all technology related requirements for the association.
The Second Chair is responsible for all technologies used to manage meetings and support for documents and version control.
The Second Chair is responsible for creation and maintenance of the association website and all marketing and support efforts related to the website page.
The Second Chair is responsible for any social media accounts in the name of the Association. I.e. Facebook, Twitter, etc.
The Second Chair is responsible for the technology to support web commerce for the association.
The Second Chair is responsible for coordinating efforts around all logos and association related symbols, pictures, and representations.
The Second Chair is responsible for all Electronic pay services on Webpage.
Section 4. Treasurer: The Treasurer deals with the association’s finances and makes important decisions regarding spending and investing. This role is a demanding and engaging one, with a lot of responsibility and opportunity to initiate change.
The Treasurer is responsible for the association funds, securities and financial records.
The Treasurer will oversee billing, collections and disbursement of funds, and coordinates the development of the association's proposed annual operating budget and reserve allocations.
The Treasurer is responsible for monitoring the budget and reporting on the associations financial status and as well as for overseeing year-end reporting and any required audit and tax reporting and filing.
The Treasurer is responsible for all financial compliance with federal, states and local regulations.
Transfer of electronic funds to bank accounts and monitoring all deposits
The Treasurer shall be bonded at the expense of the Association
Section 5 . Secretary: The role of Secretary is critical for the smooth operations of the board. Most commonly, this individual ensures that board members are given appropriate notice of meetings and proactively records these meetings. Their duties can extend beyond this and can vary from association to association as shown below.
The Secretary acts as an information and reference point for the board, clarifying past practices and decisions, confirming legal requirements, and retrieving relevant documentation.
The Secretary maintains the association’s meeting minutes and official records, reviewing and updating documents as required and ensuring they are stored safely with appropriate access to association members.
The Secretary is responsible for providing proper notice of meetings as well as distributing meeting announcements and documents on a timely basis.
The Secretary ensures the association meets all legal documentation requirements.
The Secretary is responsible for compiling and maintaining all lists of names and addresses of members and coordinates this single list with the association as necessary.
Section 6. Other Board Members: The role of board members is the duty of Care, Loyalty, and Obedience
Duty of Care: Take care of the nonprofit by ensuring prudent use of all assets, including facility, people, and good will
Duty of Loyalty: Ensure that the nonprofit's activities and transactions are, first and foremost, advancing its mission and recognize and disclose conflicts of interest, make decisions that are in the best interest of the nonprofit corporation and not in the best interest of the individual board member (or any other individual or for-profit entity)
Duty of Obedience: Ensure that the nonprofit obeys applicable laws and regulations; follows its own bylaws; and that the nonprofit adheres to its stated corporate purposes/mission
ARTICLE III – COMMITTEES
Section 1. The Nominating Committee will consist of an uneven number (minimum of three) volunteers from the Membership who have identified themselves to the Board at the Annual Association meeting for service the following year. If there are no volunteers from the Membership, the Board will have the responsibility of identifying a minimum of three members from the Membership willing to serve on this committee. Members of this committee will select a chairperson.
Section 2. The Nominating Committee will present a slate at the following Annual Meeting, consisting of at least one candidate for each vacancy to be filled. Any voting Member may make a competing nomination from the floor.
Section 3. The Board shall establish standing and Special Committees. I.E. Fundraiser, Membership, Grants
ARTICLE IV – MEMBERSHIP AND BOARD MEETINGS
Section 1. Monthly Meetings :There shall be Monthly Association Meetings. The time, date and location of the meeting shall be set by the Officers with the approval of the majority of the Board.
Section 2. Special Meetings : A Special Meeting of The Association may be called at any time by the President, by a majority of The Board, or by written request of ten or more Association Members.
Section 3: Notifications: Notification of all Monthly and Special Meetings of The Association must be made at least 7 days but no more than 30 days prior to the meeting. The notice shall summarize the Agenda.
Section 4. Meetings of The Board : The President may call a meeting of The Board at any time but at least monthly.
ARTICLE V – COMPLAINTS
Any Member is entitled to make a complaint regarding activities affecting the general purpose of the Association. The complaints shall be made in writing and signed or submitted in person to the Board. The Board will review and determine what action, if any, is appropriate and will notify the Member in writing, of its findings.
ARTICLE VI – QUORUM
Section 1. A majority of the Board shall constitute a quorum of the Board.
Section 2. One tenth (1/10) voting Members shall constitute a quorum at any meeting of the Association.
ARTICLE VII –EXPENDITURE
The Officers shall be limited to a maximum expenditure as set forth by a two-thirds (2/3) vote of the Directors present.
ARTICLE VIII – DISSOLUTION OF ASSOCIATION
In the event it becomes necessary to dissolve the Upper Dam Pond Conservation Association, all funds left in the treasury will be divided among local Tax-exempt charities. The Board will decide which charities will receive the monies.
ARTICLE IX – MISCELLANEOUS PROVISIONS
Section 1. Indemnification of Officers and Directors: As provided by Rhode Island law, the Association shall indemnify any officer, director, employee, or agent who was, is, or may be involved in legal proceedings by virtue of his or her good faith actions on behalf of the Association.
ARTICLE X - FISCAL YEAR
Section 1. Fiscal Year for the Organization will be January 1st through December 31st.
UPPER DAM POND CONSERVATION ASSOCIATION (BREEZY LAKE)
Employer Identification Number: 85-2656560
Domestic Nonprofit Corporation Identification Number:001711616