The Saratoga Lakeside Acres Association Inc., (hereinafter referred to as SLAA Inc., is a non-profit organization formed in the year 1993. The boundaries of SLAA are as per recorded deeds.
The principle office of the corporation shall be located at 91 Lake Shore Drive, Malta, New York, 12020 in the county of Saratoga, State of New York. The corporation may also have offices at such other places within this state as the Board may time to time determine or the business of the corporation may require.
The purposes for which this corporation has been organized are as follows: Preservation, maintenance and regulation of the beach, lakeside area, and any other such property owned by the SLAA, and to insure the orderly and common use of corporation property by all Lakeside Acres property owners and their guests.
Membership is open to all property owners within Lakeside Acres.
The owner or owners of each parcel or group of parcels under common ownership shall pay an initial fee, as set from time to time by the Board of Directors, before any one of the owners is admitted into membership. The said fee shall not be refundable and shall be the absolute property of the Corporation and shall allow all the owners of the property, from time to time, to join the Corporation by paying the annual Corporation dues. Should no owner of any such parcel or parcels under common ownership have paid the Corporate annual dues for three years, a new initiation fee will have to be paid to allow owners of such parcels to join as members of the Corporation. Parcels as used herein shall be defined as lots of land and not as shares in condominium or co-operative ownership of real estate improvements.
In addition to the annual fee, property owners who desire to be a member of SLAA must sign a copy of the by-laws. Said signature must include an acknowledgement by the applying member that he or she (they) have received, read, understand, and agree to be fully bound by the terms, conditions, and restrictions contained in said by-laws and any and all amendments thereto. Members must pay their annual dues in full and sign the acknowledgement of the by-laws prior to being allowed to vote at a meeting.
Only one owner of each parcel or group of parcels under common ownership shall be entitled to vote at membership meetings, such vote to represent the interests of all the other common owners of that parcel, whether they are members or not. Should more than one owner of a common parcel or group of parcels be a member, they shall supply the name of the voting member to the Secretary of the Corporation. If the joint owner members cannot select a representative, none of them shall be given a vote.
Members may be removed for "good" cause by a 2/3 vote of the then existing members of the SLAA who are present and able to vote at the meeting. "Good Cause" shall mean removal as a member for actual or constructive fraud or misrepresentation against the SLAA or any criminal activity involving or against the SLAA. A vote to remove an existing member must be noticed at a regular meeting or a special meeting, as more particularly contained herein.
Corporation meetings shall be held at least twice each year; the annual meeting on or about the first Saturday of July and a second meeting on or about the last Saturday of August. Additional meetings may be called by the Board and/or President when deemed necessary.
The Secretary shall hand deliver upon signature of member or their representative a notice stating the time and place of the annual meeting, when possible. If unable to hand deliver, the notice will be mailed to members in good standing at his/her/their address as it appears on the membership rolls of the Corporation by first class mail or e-mail.
The presence at any membership meeting of not less than one-third (1/3) of members in good standing shall constitute a quorum and shall be necessary to conduct the business of the Corporation: however, a lesser number may adjourn the meeting for a period of not more than two weeks from the date scheduled by the by-laws, and the Secretary shall cause a notice of the re-scheduled date of the meeting to be delivered or sent to those members who were not present at the meeting originally called. A quorum as hereinbefore set forth shall be required at any adjourned meeting.
A membership roll showing the list of members as of the record date, certified by the Secretary of the Corporation, shall be produced at any meeting of members upon the request therefore of any member who has given written notice to the Corporation that such a request will be made, at least ten days prior to such meeting. All persons appearing on such membership roll shall be entitled to vote at the meeting.
Special meetings of the Corporation may be called by the Board of Directors. The Secretary shall cause a notice of such meeting to be hand delivered upon signature of receipt when possible. If unable to hand deliver, notices will be mailed via first class mail or e mail to member's addresses as they appear in the membership roll book. Such notice shall state the date, time, place and purpose of the meeting and by whom it was called.
Dues must be paid prior of notification of meetings.
No other business but that specified in the notice may be transacted at such special meetings without the unanimous consent of all present at such meeting.
For the purpose of determining the members entitled to notice of or to vote at any meeting of the members or any adjournment thereof, or the express consent or dissent from any proposal without a meeting, or for the purpose of determining the members entitled to any allotment of any rights, or for the purpose of any other action, the Board shall fix, in advance, a date as the record date for any such determination of members. In order to be eligible to vote, members must pay their dues in full prior to the meetings and have signed the acknowledgement that they have received, read, understand and agree to be fully bound by the by-laws.
Every member entitled to a vote at a meeting of members or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy. A member may only give proxy to another SLAA member who is legally qualified to vote as defined by SLAA by-laws.
Each proxy must be signed by the member or his attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise specified and provided for in the proxy. Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise provided by law. A member who desires to revoke a proxy shall submit a written statement terminating the proxy or so state verbally to the membership at a regular or special meeting.
The order of business at all meetings of members shall be conducted following Robert's Rules of Order.
Dues to be established by the Board of Directors on an annual basis according to the needs of the Association. No person may vote without first paying any dues in arrears and current dues and signing an acknowledgement regarding the by laws.
The fiscal year for the Corporation is July 1 to June 30.
TThe Corporation shall be managed by the Board of Directors which shall consist of not less than three (3) Directors and each duly elected officer during his term of office. Each Director shall be at least nineteen years of age.
At each meeting of the members the membership shall elect directors to hold office until the next annual meeting. Each Director shall hold office until the expiration of the term for which he was elected and until his successor has been elected and shall have qualified, or until his prior resignation or removal. Initially, three (3) Directors will be elected. The candidate receiving the most votes will serve for a three year term, the candidate receiving the second highest number of votes will serve for two years and the candidate with the third highest count will serve for one year. Thereafter, each year one member will be elected to the Board for a three year term.
The number of Directors may be increased or decreased by vote of the members or by a vote of the majority of all of the Directors. No decrease in number of Directors shall shorten the term of any incumbent Director.
Newly created Directorships resulting from an increase in the number of Directors and vacancies occurring in the Board for any reason except the removal of Directors without cause may be filled by a vote of a majority of the Directors then in office, although less than a quorum exists, unless otherwise provided in the certificate of incorporation. Vacancies occurring by reason of the removal of Directors without cause shall be filled by a vote of the members. A Director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his predecessor.
Any or all of the Directors may be removed for (just) cause by a vote of (two thirds, (2/3)) of the members or by action of the Board of Directors. Directors may be removed without cause only by vote of the members. "Just cause" shall be defined as: (1). a Director who does not act in the best interest of the SLAA, or (2). a Director who attempts to advance his or her interest above that of the SLAA, or (3). engages in fraud or misrepresentation or (4). engages in criminal activity whether or not related to the SLAA, or (5). Any other egregious or bad conduct not in compliance with SLAA's by laws.
A Director may resign at any time by giving written notice to the Board, the President or the Secretary of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.
Unless otherwise provided in the certificate of incorporation, a majority of the entire Board shall constitute a quorum for the transaction of business or of any specified item of business.
Unless otherwise required by law (or specifically mentioned herein) the vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board. Each Director present shall have one vote.
The Board may hold it's meetings at the office of the corporation or at such other places as it may from time to time determine.
(At the discretion of the Board of Directors) a regular annual meeting of the Board shall be held immediately following the annual meeting of members at the place of such annual meeting of members.
Regular meetings of the Board may be held without notice (to the members) at such time and place as it shall from time to time determine. Special meetings of the Board shall be held upon notice to the Directors and may be called by the President upon three (3) days notice to each Director either personally or by (first class) mail or by wire (or by e mail). Special meetings shall be called by the President or by the Secretary in a like manner on written request of (at least two (2)) Directors. Notice of a meeting need not be given to any Director who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to him.
At all meetings of the Board the President shall preside.
The Board, by resolution adopted by a majority of the entire Board, may designate from among its members an executive committee and other committees, each consisting of three or more Directors. Each such committee shall serve at the pleasure of the Board.
Unless otherwise provided for in the Certificate of Incorporation, the membership may elect or appoint a President, one or more Vice-Presidents, a Secretary, and a Treasurer, and such other officers as it may determine, who shall have such duties, powers and functions as hereinafter provided. All officers shall be elected or appointed to hold office until the (next) annual meeting of members. Each officer shall hold office for the term for which he is elected or appointed and until his successor has been elected or appointed and qualified.
Any officer elected may be removed by a (two-thirds (2/3) vote of) the Board and/or membership with or without cause. In the event of the death, resignation, or removal of an officer, the Board, in its discretion may elect or appoint a successor to fill the unexpired term. Any two or more offices may be held by the same person, except the offices of the President and Secretary.
The President shall be the chief executive officer of the Corporation; he shall preside at all meetings of the members and the Board; he shall have the general management of the affairs of the corporation and shall see that all orders and resolutions of the Board are carried into effect.
During the absence or disability of the President, the Vice-President, or if there are more than one, the Executive Vice-President, shall have all the powers and functions of the President. Each Vice-President shall perform such other duties as the Board shall prescribe.
The Treasurer shall have the care and custody of all the funds and securities of the Corporation, and shall deposit said funds in the name of the Corporation, and shall deposit said funds in the name of the Corporation in such bank or trust company as the Directors may elect; he or she shall, when duly authorized by the Board of Directors, sign and execute all contracts in the name of the Corporation, he or she shall also sign all checks, drafts, notes and orders for the payment of money, which shall be duly authorized by the Board of Directors; he or she shall at all reasonable times exhibit the books and accounts to any Directors or member of the Corporation upon application at the office of the Corporation during ordinary business hours. At the end of each Corporate year, he or she shall have an audit of the accounts of the Corporation made by a committee appointed by the President, and shall present such audit in writing at the annual meeting of the members, at which time he or she shall also present an annual report setting forth in full the financial conditions of the Corporation. Any expenditure in excess of five hundred dollars ($500.00) of the allotted budget item shall require a vote of the membership. Until such time as the membership approves of said allotted amount, the Treasurer shall withhold payment.
During the absence or disability of the Treasurer, the Assistant Treasurer, or if there are more than one so designated by the Secretary or by the Board, shall have the powers and functions of the Treasurer.
The Secretary shall keep the minutes of the Board of Directors and also the minutes of the members. He shall have the custody of the seal of the Corporation and shall affix and attest the same to documents when duly authorized by the Board of Directors. He shall attend to the giving and serving of all notices of the Corporation, and shall have charge of such books and papers as the Board of Directors may direct; he shall attend to such correspondence as may be assigned to him, and perform all the duties incidental to this office. He shall keep a membership roll containing the names, alphabetically arranged, of all persons who are members of the Corporation, showing their places of residence and the time when they became members.
During the absence or disability of the Secretary, the Assistant-Secretary, or if there are more than one, the one so designated by the Secretary or by the Board, shall have all the powers and functions of the Secretary.
In case the Board shall so require, any officer or agent of the Corporation shall execute to the Corporation a bond in such sum and with such surety or sureties as the Board may direct, conditioned upon the faithful performance of his duties to the Corporation and including responsibility for negligence and the accounting for all property, funds or securities of the Corporation which may come into his hands. SLAA shall bear the responsibility for payment of any bond required.
The seal of the Corporation shall be as follows:
If there be any conflict between the provisions of the Certificate of Incorporation and these by-laws, the provisions of the Certificate of Incorporation shall govern.
The by-laws may be adopted, amended or repealed by the members at the time they are entitled to vote in the election of Directors. By-laws may also be adopted, amended or repealed by the Board of Directors but any by-law adopted, amended or repealed by the Board may be amended by the members entitled to vote hereinbefore provided.
Any Board member or former Board member or former officer of the Corporation shall be indemnified by the Corporation against expenses actually and reasonably incurred by him or her in connection with the defense of any action, suit, or proceeding, civil or criminal, in which he or she is made a part of, reason of being or having been such Board member or officer, except in relation to matters as to which he or she shall be adjudged in such action, suit or proceeding to be liable for, or guilty of, negligence or misconduct in the performance of his or her duty respectively.
Notwithstanding any other provisions of these articles, the Corporation shall not carry on any other activities not permitted to be carried on by a Corporation exempt from Federal Income Tax under Section 501(c)(7) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal revenue Law.)
Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes with the meaning of Section 501(c)(7) of the Internal revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the Federal government, or to a state or local government, for a public purpose.
These by-laws are governed in all respects under the laws of the State of New York.
In the event suit/litigation is commenced by a member or members against the SLAA or SLAA against member or members, the parties agree that the Supreme Court of the State of New York and County of Saratoga shall have exclusive jurisdiction over any and all matters without issue or regard to conflict of laws.
Existing docks in SLAA assigned spaces as of 7/20/03 are held "grandfathered" to that member, one dock per family. In the event of a sale of said member's property, the dock privilege, as granted by the SLAA, may be transferred to the new owner provided the new owner becomes a member in good standing, joining the SLAA, paying dues and signing the SLAA By-Laws.
The following amendments have been voted on and approved by the SLAA INC. membership in the year indicated
1993 - None