Bylaws of Saratoga Lakeside Acres Association, Inc.

(Adopted revision July, 2017)

The Saratoga Lakeside Acres Association, Inc. (SLAA), hereinafter referred to as the “Corporation”, is a non-profit corporation formed in the year 1993.  The boundaries of SLAA are as per recorded deeds.

 

ARTICLE I-OFFICE

The principal 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 of Directors may from time to time determine or the business of the corporation may require.

 

ARTICLE II-PURPOSES

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 Corporation, and to insure the orderly and common use of Corporation property by all members, property owners and their guests.

 

ARTICLE III-MEMBERSHIP

1. PRIVILEGES OF MEMBERSHIP

The Corporation’s common properties, including the beach, lakefront, picnic areas, recreational areas, etc. shall be used only by members of the Corporation and property owners, as well as their family members and permitted guests. Any person (and the family and guests of that person), or entity which owns property within Lakeside Acres, but chooses not to become a member, is removed as a member (as set forth herein), or is not in good-standing with the Corporation, is prohibited from enjoying any of the benefits or privileges incident to membership in the Corporation.

2.   QUALIFICATIONS FOR MEMBERSHIP

Membership is open to all property owners within Lakeside Acres.

The owner/owners of each parcel or group of parcels under common ownership shall pay an initiation fee, as set from time to time by the Board of Directors, before the parcel owner(s) is admitted into membership.  The said initiation fee shall not be refundable and shall be the absolute property of the Corporation. Upon payment of the initiation fee, the [parcel] owner/owners shall become a member(s) of the Corporation. All members are responsible for paying the annual dues and other required fees, should they exist, to the Corporation.  Should the dues/fees owed by any member not be paid for two consecutive years, their membership shall be deemed to have lapsed and a new initiation fee shall become due and must be paid by the owner to the Corporation prior to the owner’s membership privileges being reinstated.  (The terms parcel or parcels, as used herein, shall be defined as parcels of land and not as shares in condominium or co-operative ownership of real estate improvements).

Upon becoming members of the Corporation, the members must sign a copy of these 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.

A member is in “good standing” for the purposes of these By-Laws if he/she is current in the payment of his/her initiation fee, monthly dues, assessments and other amounts due and owing to the Corporation, and who is not otherwise in violation of any of the other terms or conditions of these By-Laws, including the Rules and Regulations adopted by the Board of Directors. A member shall be considered to be in violation of the By-Laws (and, therefore, not in good standing) if he/she has received written notice of the violation from the Corporation and the violation set forth in the notice has not been cured. However, no notice need be served by the Corporation if the member is delinquent in the payment of his/her dues or other assessments/fees, and such delinquency shall automatically mean that the member is not in good standing.

Members may be removed and their membership privileges revoked for “good cause” at a meeting duly called for that purpose, by an affirmative vote of at least 66.66% of those members of the Corporation who are present and able to vote at the meeting.  “Good Cause” shall mean removal as a member for violations including, but not limited to, violations of the Corporation’s By-Laws, destruction of Association owned property, actual or constructive fraud or misrepresentation against the Corporation, or upon the member being convicted of a felony or misdemeanor involving or against the Corporation or its other members.  A vote to remove an existing member must be noticed at a regular meeting or a special meeting of the members and only after a certified letter with return receipt provided is given to the subject member notifying them of such action, as more particularly contained herein.

“Good Cause” resulting from a delinquent payment of any initiation fee, monthly dues, assessments and other amounts due and owing to the Corporation may be corrected by one of the following options to be decided on by the member(s) in question:

  • Payment in full of outstanding obligations
  • Removal from membership in SLAA
  • A properly recorded lien in an amount equaling the outstanding obligation and all required filing fees needed to perfect the lien will be placed by SLAA on the parcel/parcels that are associated with the respective owner(s) membership in SLAA

3. MEMBERSHIP MEETINGS

Regular meetings of the members of the Corporation 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 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, unless a greater number or participation of all members is required by law or pursuant to these By-Laws.  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.

4. SPECIAL MEETINGS

Special meetings of the Corporation may be called by the Board of Directors or upon the written request signed by at least twenty five (25%) percent of all members entitled to vote at an annual or special meeting. 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.

5. NOTICES OF ANNUAL AND SPECIAL MEETINGS

The Secretary shall cause a notice of all annual or special meetings to be served on all members of record not less than two (2) weeks prior to such meeting. Notices may be served on the members by personal delivery, email (whenever the member has provided consent to receive notices by email) or by overnight delivery or first class mail to the member’s addresses as they appear in the membership roll book.  Such notices shall state the date, time, place and purpose of the meeting and by whom it was called. Notices shall be deemed served on the date that they are delivered, emailed and/or mailed.

6.  VOTING

Only members who are in good standing shall have the right to vote at the annual or special meetings of the members. Each voting member shall be entitled to one vote, regardless of the number of parcels owned by such member or members in common ownership.

Only one member from each parcel or group of parcels under common ownership shall be entitled to vote at membership meetings, and the member’s vote shall represent the interests of all the other common owners of that parcel.  Should a parcel or group of parcels be owned jointly or by multiple members, those joint-owners shall supply the name of the voting member to the Secretary of the Corporation prior to the commencement of any membership meeting.  If the joint owner members cannot agree upon which member shall vote on their behalf, or if they fail to identify such member to the Secretary, then the member named first on the deed for the parcel or group of parcels shall be the voting member.

7. FIXED RECORD DATE

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.  The record date established by the Corporation shall not be less than ten (10) days prior to the date of the meeting.

8. PROXIES

Every member entitled to a vote at a meeting of members, or to express consent or dissent without a meeting may authorize another person to act for him/her by proxy.  A member may only give proxy to another SLAA member who is legally qualified to vote as defined by the Corporation’s By-Laws.  Proxies dated for the specific meeting taking place, must be submitted in writing to the Board Secretary prior to the commencement of any membership meeting.

9. ORDER OF BUSINESS

Prior to the commencement of the membership meetings, the following will take place:

  • The Board of Directors will read and approve the minutes of the prior meeting after any necessary corrections are made.
  • An agenda for all annual meetings will be made available to the members by way of email no later than two weeks prior to said meeting.

The order of business at all meetings of the members shall be as follows:

  • Calling the meeting to order.
  • Reports, respectively, of President, of Treasurer and of Secretary, if any.
  • Reports of financial, legal and management firms, if any.
  • Reports of committees, if any.
  • Transaction of such other business as may properly come before the meeting.
  • Election of officers and board members, if applicable.
  • Adjournment.

10. MEMBERSHIP DUES/ASSESSMENTS/FEES

The Board of Directors, subject to approval of the membership, shall establish dues which shall be due and payable by the members on an annual basis.  In addition, the Board of Directors shall have the power to pass resolutions establishing special, one-time or non-recurring assessments which shall be due and payable by the members at such times as the Board directs. Such special, one-time or non-recurring assessments may be used to pay any extraordinary, irregular or non-recurring expense which is not related to the ordinary operation of the Corporation. Furthermore, the Board of Directors shall also have the right to establish other fees as it, in its business judgment, determines are appropriate incident to the operation of the Corporation.

All members are required to pay their regular dues, special assessments and other fees on a timely basis as defined by the Board and/or membership.  Members’ dues for the entire fiscal year of the Corporation shall be made on or before the first annual membership meeting of the fiscal year for which the dues are owed. Special assessments and other fees shall be payable at such time as directed by the Board. Members shall be charged a late fee equal to 2% of the amount of the late payment for each payment which is past-due. Members shall be personally liable for payment of all dues, assessments and fees to the Corporation.  Added 7/2/16-Any funds paid to the Association will be applied to the most delinquent fees first.

11.  FISCAL YEAR

The fiscal year for the Corporation is July 1 to June 30.

 

ARTICLE IV-DIRECTORS

1. MANAGEMENT OF THE CORPORATION

The Corporation shall be managed by the Board of Directors which shall consist of not less than three (3) and not more than ten (10) Directors.  Each Director and Officer shall be at least eighteen years of age.

2.  ELECTION AND TERM OF DIRECTORS

At the annual meeting of the members, the membership shall elect Directors to hold office for a full term, as set forth in these By-Laws.  Directors must be members in good standing at all times.  Each Director shall hold office until the earlier of (i) the term for which he/she was elected has expired and his/her successor has been elected and seated, or (ii) his/her resignation or removal.  At the first annual meeting, 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. Each Director elected after the first meeting will be elected to the Board for a full three-year term.

3. INCREASE OR DECREASE IN NUMBER OF DIRECTORS

The number of Directors may be increased or decreased by vote of the membership only.  No decrease in the number of Directors shall have the effect of shortening the term of any Director then in office, and the decrease shall be effective upon the earlier of (i) the expiration of the term(s) of the next Director(s) whose term(s) is set to expire or (ii) a vacancy created by the resignation or removal of a Director.

4.  NEWLY CREATED DIRECTORSHIPS AND VACANCIES

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.  Vacancies occurring by reason of the removal of Directors with just cause may be filled only by a vote of the members at a special or annual meeting.  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/her predecessor.

5.  REMOVAL OF DIRECTORS

Any or all of the Directors may be removed for just cause by the affirmative vote of at least two-thirds (2/3) of the members then eligible to vote, or by the Board of Directors by the affirmative vote of at least two-thirds (2/3) of the entire Board.  Directors may be removed without cause only by vote of at least two-thirds (2/3) of the total members eligible to vote. “Just cause” shall be defined as: (1) a Director who does not act in the best interest of the Corporation, or (2) a Director who attempts to advance his or her interest above that of the Corporation, or (3) engages in fraud or misrepresentation, or (4) engages in criminal activity whether or not related to the Corporation, (5) director who is no longer a member in good standing or (6) any other egregious or bad conduct not in compliance with the Corporation’s By-Laws.

6.  RESIGNATION

A director may resign at any time by giving written or verbal 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.

7.  QUORUM OF DIRECTORS

Unless otherwise provided in the Certificate of Incorporation, a majority of the entire Board shall constitute a quorum for the transaction of business or any specified item of business.

8. DUTIES AND POWERS

The Board of Directors shall manage and administer the common properties of the Corporation and shall have the entire charge of the property, business and transactions of the Corporation, and may adopt such Rules and Regulations for the conduct of its meetings, management of the Corporation and the use and enjoyment of the common properties, as it may deem proper, not inconsistent with law or these By-Laws. Such powers and duties of the Board of Directors shall include, but shall not be limited to, the following:

(1)        Operation, care, upkeep, maintenance, repair, improvement and alteration of the Corporation’s property as the Board of Directors shall deem necessary or proper including, without limitation, the purchasing and leasing of supplies, equipment and materials and the employment, compensation and dismissal of personnel.

(2)        Determination of the initiation fee for members, as well as regular dues, assessments and other fees payable by the members, and collection of same.

(3)        Employment and dismissal of the personnel necessary, including a managing agent, for the maintenance and operation of the Corporation and its property.

(4)        Adopting, publishing and amending Rules and Regulations governing the use of Corporation’s properties and facilities, and the personal conduct of the members, members of members’ families, lessees and invitees thereon, as such relate to the Corporation’s properties and facilities, and establishing penalties for infractions thereof.

(5)        Opening and maintaining bank accounts on behalf of the Corporation and designating the signatories required therefor.

(6)        Obtaining insurance for Corporation and the Board of Directors, including but not limited to general liability insurance, hazard insurance, property insurance, directors’ and officers’ insurance, and umbrella insurance, and adjusting and settling any insurance claims thereunder (including executing and delivering releases in connection therewith).

(7)        Making of repairs, restorations, additions and improvements to or alterations of the common properties or any part thereof, damaged or destroyed by fire or other casualty, or necessitated as a result of condemnation or eminent domain proceedings.

(8)        Enforcing obligations of the members including, without limitation, levying reasonable fines against members for violation of the Rules and Regulations or the By-Laws.

(9)        Granting of licenses and leases of Corporation’s common properties.

(10)      Executing, acknowledging and delivering of any declaration or other instrument affecting the Corporation’s common properties (i) which the Board of Directors deems necessary or appropriate to comply with any law, ordinance, regulation, zoning resolution or requirement of any governmental authorities applicable to the maintenance, demolition, construction, alteration, repair or restoration of the common properties, permitted hereunder or under the Declaration or (ii) upon request of a member or (iii) which the Board of Directors deems necessary or appropriate in connection with the operation, use, maintenance, repair, replacement, alteration or addition to anycommon property owned by the Corporation.

(11)      Preparing, executing and recording on behalf of all property owners, as their attorney-in-fact, (i) amendments to these By-Laws, or (ii) a restatement of the By-Laws whenever in the judgment of the Board of Directors it is advisable to consolidate and restate all amendments theretofore made to the By-Laws.

(12)      Granting utilities or other easements as may, from time to time, be required for the benefit of the Corporation or the property owners,

(13)      Investing any excess funds in savings accounts, treasury bills, certificates of deposit or other such money market instruments and funds which invest in any such instruments.

(14)      Acting as an agent of each property owner or members who has given written authorization to complain, protest or apply to any real estate tax assessment agency or board of review by filing a single complaint on behalf of all such property owners pursuant to the applicable sections of the Real Property Tax Law, or similar or successor legislation. The Board of Directors may retain legal counsel on behalf of all property owners for which it is acting as agent and assess as part of the regular dues or a special assessment against all such members a pro rata share of expenses, disbursements, and legal fees paid or incurred in connection with any such complaint or application.

(15)      Bringing or defending any lawsuit or other legal proceeding as the Board of Directors, in its sole discretion, deems to be in the best interests of the Corporation.

(16)      Filing such federal, state or other tax returns on behalf of the Corporation as may be required and to pay any and all taxes owing by the Corporation.

(17)      Keeping a complete record of the actions of the Board and the corporate affairs of the Association and to present a statement thereof to the members at the annual meeting of members.

(18)      Purchasing, or otherwise acquiring, any real property upon the affirmative vote of not less than a majority of all members eligible to vote at any regular or special meeting thereof.

(19)      Selling, leasing or mortgaging any real property belonging to the Corporation upon the affirmative vote of not less than a majority of all members eligible to vote at any regular or special meeting thereof.
(20)      Exercising all other enumerated or unremunerated rights, powers or privileges existing under these By-Laws, the Not-For-Profit Corporations Law, the Business Corporations Law or other statute or common law of the State of New York.

The Board of Directors may delegate to the officers of the Board of Directors of the Corporation such powers and authority and assign to them such duties as the Board may deem necessary, proper or appropriate to affect the business of the Corporation.

Any expenditure by the Corporation in excess of three thousand dollars ($3,000.00) shall require approval by a majority of the members then in attendance at a duly called special or annual meeting of the members.  Until such time as the membership approves of said allotted amount, the Treasurer shall not cause such payment to issue. Added 7/2/16-The Board has approval to exceed the $3,000 cap for emergency situations with notification of members through email.

9.  ACTION OF THE BOARD

Unless otherwise required by law (or specifically mentioned herein), the vote of a majority of the Directors present at a meeting at which a quorum is present, shall be the act of the Board.  Each Director shall have one vote only.   In addition, the Board may act without a meeting upon the unanimous consent, either in writing or by email, of the entire Board. Such consent and action shall be recorded in the minutes of the Corporation.

10.  PLACE, TIME AND MANNER OF BOARD MEETINGS

The Board may hold its meetings at the office of the corporation or at such other places as it may from time to time determine. The Board shall meet at least 4 times per year unless there is no business to be discussed.

Meetings of the Board of Directors may be held via telephone conference call or video-call, and all Directors who participate via telephone or video call shall be deemed to be present at the meeting.

11.  NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT

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.  Special meetings shall be called by the President or by the Secretary in a like manner on written or verbal request of at least two (2) Directors.   To the extent that notice must be provided for a regular or special meeting of the Board, such notice may be given by email (if the Director consents in writing or electronically to receive notice by email), by personal delivery, facsimile, first class mail or overnight delivery.

12.  CHAIRPERSON

At all meetings of the Board of Directors, the President shall preside and act as chairperson.

13.  EXECUTIVE AND OTHER COMMITTEES

  1. The Board, by resolution adopted by a majority of the entire Board, may designate from among its members an executive committee and other Board Committees, each consisting of three or more Directors. The acts of each Board Committee, except for the executive committee or as otherwise authorized by Board resolution, shall not be deemed to be an act of the entire Board sufficient to bind the Corporation. In addition, the Board may create Corporation Committees, which shall consist of at least three committee members, at least one of whom must be a Director and the others may be persons who are not Directors of the Corporation. The Corporation Committees shall report to the Board and they shall not have the power or authority to act on behalf of or bind the Board or the Corporation. Each such committee shall serve at the pleasure of the Board.

Upon request by the Board or the membership, an audit of the accounts of the Corporation shall be performed and a written report of the full financial condition of the Corporation will be presented to the members at the annual meeting. If, and in the event that the Corporation’s revenues exceed the threshold established in the Not-For-Profits Corporations Law §712-a such that the Corporation is required to have an audit conducted by an outside and independent certified public accountant, the Board shall be responsible for coordinating, reviewing, approving and presenting that independent audit.

 

ARTICLE V-OFFICERS

1.  OFFICES, ELECTION, TERM

The membership shall elect 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.  Each officer shall hold office for a two year term or until his successor has been elected or appointed.
2.  REMOVAL, RESIGNATION, SALARY

Any officer elected may be removed by an affirmative vote of at least two-thirds (2/3) of the entire membership with or without cause.

3.  PRESIDENT

The President shall be the chief executive officer of the Corporation; he/she shall preside at all meetings of the members Board; he/she 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.

4.  VICE PRESIDENTS

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.

5.  TREASURER

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 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.

6.  ASSISTANT TREASURER

During the absence or disability of the Treasurer, the Secretary or other individual appointed by the Board, shall have the powers and functions of the Treasurer.

7.  SECRETARY

The Secretary shall keep the minutes of the Board of Directors and also the minutes of the members. He/she 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/she 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/she shall attend to such correspondence as may be assigned to him/her and perform all the duties incidental to this office.  He/she shall keep a membership roll containing the names and addresses of all persons who are members of the Corporation.

8.  ASSISTANT SECRETARIES

During the absence or disability of the Secretary, an individual designated by the Secretary or by the Board, shall have all the powers and functions of the Secretary.

9.  SURETIES AND BOND

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/her hands.  The Corporation shall bear the responsibility for payment of any bond required.

 

ARTICLE VI-SEAL

Intentionally left blank

 

ARTICLE VII-CONSTRUCTION

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.

 

ARTICLE VIII-AMENDMENTS

These By-Laws may be adopted, amended or repealed by the affirmative vote of a majority of the entire Board of Directors, subject to approval of the membership, but any By-Law adopted, amended or repealed by the Board may be further adopted, amended or repealed by the affirmative vote of a majority of the members of the Corporation then entitled to vote at any annual or special meeting called for that purposes. The full text of any proposed By-Law amendment must be distributed to the members of record at least fifteen (15) days prior to the date of the meeting at which the vote on the proposed amendments will occur unless expressly approved otherwise by a majority of the members.

 

ARTICLE IX – CONFLICTS OF INTEREST AND RELATED-PARTY TRANSACTIONS

1. DEFINITIONS.

Interested PersonAny director, officer, or member of a committee with Board delegated powers, who has a direct or indirect personal or financial interest, as defined below, is an Interested Person.

Financial Interest- A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

  • An ownership or investment interest in any entity with which the Corporation has a transaction or arrangement,
  • A compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement, or
  • A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement.  Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

Affiliated Party  An “Affiliated party” means a member of the Interested Person’s family (including spouses (and their siblings), lineal ancestors and descendants, spouses of lineal descendants, siblings (and their spouses and children), and domestic partners), or any entity in which the Interested Person (or any affiliated party) is a director, officer, or has a beneficial interest of more than 5%.

2.  WHAT IS A CONFLICT OF INTEREST

A conflict of interest arises whenever the interests of the Corporation come into conflict with a competing financial or personal interest of an Interested Person or an Affiliated Party, or otherwise whenever an Interested Person’s personal or financial interest could be reasonably viewed as affecting their objectivity or independence in fulfilling their duties to the Corporation.

While it is not possible to anticipate all possible conflict situations, conflicts of interest typically arise whenever an Interested Person or any Affiliated Party has (directly or indirectly):

1. a compensation arrangement or other interest in a transaction with the Corporation;
2. a compensation arrangement or other interest in or affiliation (subject to  de minimis exceptions) with any entity or individual that: (a) sells goods or services to, or purchases goods or services from, the Corporation; (b) competes with the Corporation; or (c) the Corporation has, or is negotiating, or contemplating negotiating, any other transaction or arrangement;
3. used his or her position, or confidential information or the assets of the Corporation to his or her (or an Affiliated Party’s) personal advantage or for an improper or illegal purpose;
4. solicited or accepted any gift, entertainment, or other favor where such gift might create the appearance of influence on the Interested Person (other than gifts of nominal value, which are clearly tokens of respect and friendship unrelated to any particular transaction);
5. acquired any property or other rights in which the Corporation has, or the Interested Person knows or has reason to believe at the time of acquisition that the Corporation is likely to have, an interest;
6. an opportunity related to the activities of the Corporation that is available to the Corporation or to the Interested Person, unless the Board has made an informed decision that the Corporation will not pursue that opportunity;
7. been indebted to the Corporation, other than for amounts due for ordinary dues, fees or assessments; or
8. any other circumstances that may, in fact or in appearance, make it difficult for the Interested Person to exercise independence, objective judgment or otherwise perform effectively.

3. PROCEDURES

The Board shall develop and approve a conflicts of interest policy which satisfies the requirements of Not-For-Profit Corporations Law §715-a.  Each Director shall, on an annual basis, sign and return to the Board a certification that he/she has received and reviewed the conflicts of interest policy and that either (i) no such conflicts of interest exist with respect to such director or (ii) if conflicts do exist, fully disclose all material facts related to the conflict.

No member of the Board of Directors who has a conflict of interest shall be entitled to vote on or participate in any Board deliberations concerning the matter for which such conflict exists. Any conflicts of interest must be disclosed to the Board of Directors prior to its vote to enter into any contract or transaction and such disclosure shall be made part of the minutes of the Board meeting. Any such transaction or contract for which a Director is conflicted is presumptively invalid unless a majority of the Board of Directors who are independent determine that the contract or transaction is fair, reasonable and in the best interests of the Corporation, and approve the contract or transaction. In determining whether such a contract transaction is fair, reasonable and in the best interest of the Corporation, the Board shall (i) consider alternate transactions with other parties which do not give rise to a conflict and (ii) document the reasons for approval of the contract or transaction in the minutes from the Board meeting.

 

ARTICLE X-INDEMNIFICATION OF BOARD MEMBERS AND OFFICERS

To the fullest extent provided by law, any Board Member or former Board Member or former officer of the Corporation shall be indemnified by the Corporation through an  Errors and Omissions Insurance Policy, against expenses, including the cost of reasonable attorneys’ fees, actually or 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 to the Corporation for, or guilty of, gross negligence or willful misconduct or unlawful conduct in the performance of his or her duty respectively.

 

ARTICLE XI-PERMITTED ACTIVITIES

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 provisions of any future United States Internal Revenue Law).

 

ARTICLE XII-DISSOLUTION

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.

 

ARTICLE XIII-GOVERNING LAW

These By-Laws are governed in all respects by the laws of the State of New York.

 

ARTICLE XIV-LITIGATION

In the event suit/litigation or other legal proceeding is commenced by a member or members against the Corporation or by Corporation against any 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. In any such action, the Corporation shall be entitled to recover from the member(s) involved in such action its actual costs and expenses, including reasonable attorneys’ fees, incurred as a result of the litigation or other proceeding. However, this right shall not apply if the Corporation is affirmatory adjudged not to be the prevailing party,

 

ARTICLE XV-MEMBERSHIP DOCK PRIVILEGES

Existing docks in the Corporation’s assigned spaces as of 7/20/03 are held “grandfathered” to that member, one dock per parcel or group of parcels (if owned commonly).  In the event of a sale of said member’s property, the dock privilege, as granted by the Corporation, may be transferred to the new owner provided the new owner becomes a member in good standing, pays the initiation fee and all applicable dues and assessments/fees and signs the Corporation’s By-Laws.

All docks located on Association property are subject to all of the rules and regulations imposed by the Association despite the fact that the physical dock is privately owned.  The Association bears no responsibility for the maintenance, repair, insurance, replacement cost, etc., for any dock located on Association property.

Dock privileges may be rescinded for good cause by the affirmative vote of two-thirds (2/3) of the members of the Corporation who are eligible to vote at the meeting held for the purpose of removal of dock privileges from said member.  “Good Cause” shall mean removal of dock privileges for violations including, but not limited to violations of the Corporation’s By-Laws, actual, destruction of Association property, constructive fraud or misrepresentation against the Corporation, or any criminal activity involving or against the Corporation.  A vote to revoke a member’s dock privileges must be noticed at a regular meeting or a special meeting and only after a certified letter with return receipt requested is given to the subject member notifying them of such action.  Before any vote to remove dock privileges is taken, notice of the applicable violation(s) must be provided to the subject member in writing and sent by certified mail with return receipt requested. The subject member shall have the right to appear before the Board and/or the membership either in person or by way of written submission sent by certified mail with return receipt requested to respond to the notice of violation. Such appearance and/or written submission must be made by the member within sixty (60) days of the service of the notice of violation, otherwise the member will be deemed to have waived his/her right to appear. After such appearance, a final vote will take place and the member will then be notified in writing sent by certified mail with return receipt requested within 30 days of the outcome and determination of the vote.

 

ARTICLE XVI-CONTACT WITH ASSOCIATION LAWYERS
Contact, either personal or through another attorney, with the Association’s attorney by an Association member without prior written consent of a majority of the Board, that causes a cost to the Association, shall be cause for those expenses to be the responsibility of that member to pay the Association’s Attorney’s fees for the contact.

Failure to pay those costs will result in such member being considered in arrears for dues and assessments and subject to loss of Association privileges, which may include, but not be limited to loss of dock space, after a vote of a majority of Association membership present at a meeting at which a quorum is present.

 

SCHEDULE ‘A’ TO THE BY-LAWS OF SARATOGA LAKESIDE ACRES ASSOCIATION, INC.

RULES AND REGULATIONS

Part I: DOCK & MOORING REGULATIONS

  • The minimum distance between docks will be 30 feet.
  • You must be a member in good standing as previously defined in order to maintain dock privileges.
  • A maximum of one dock per parcel or group of parcels (if owned commonly) is allowed.
  • All dock placement and locations are subject to the dock review committee
  • The renting/leasing of docks or dock space is strictly prohibited. Violations may result in the removal of docks or dock privileges.
  • Moorings located within 100 feet of the shoreline which were in place prior to October 2015 will be grandfathered. All new/future moorings, or any modification to the grandfathered moorings, will need the approval of the dock review committee before being installed. At no time shall there be more than one mooring per assigned dock space unless otherwise approved by vote of a majority of the membership.
  • No physical obstructions, except the previously referenced moorings, are permitted within 100’ of the shoreline.  Obstructions include, but are not limited to floats, created freestanding docking, trampolines, etc.
  • The dock committee shall be the arbitrator of all disputes relating to dock placement. If an agreement cannot be reached by the dock committee, the issue will go to the full membership for discussion and the vote of a majority of the membership shall determine the issue.

 

Part 2: NON-DOCK RULES AND REGULATIONS

  1. Docks and boat lifts must be off the lakefront by June 1.
  2. The Association has the right to restrict the use of all non-registered vehicles, (ATVs etc.)  All New York State laws governing the use of such equipment on public roads will also be applicable for any registered/non-registered vehicles used on association owned property.  Such equipment includes, but is not limited to ATVs, golf carts, motorcycles, UTVs, etc.
  3. No storage of boats and/or trailers on the lakefront.
  4. Ice houses/shanties shall be removed from the lakefront by June 1st.
  5. Campfires are to be extinguished before leaving the area.
  6. Quiet time is between 11:00 P.M. and 8:00 A.M.
  7. No camping on the lakefront.
  8. The cutting of trees or shrubs on Association property is strictly prohibited without prior approval of the Board.
  9. The immediate removal of all pet waste is the responsibility of the individual accompanying the pet or the pet’s owner.
  10. Littering is prohibited on all Association owned property. The use of glass containers, bottles, etc. at the lakefront is discouraged.
  11. Property owners who rent their homes are strictly liable for the conduct of their tenants on the Corporation’s common properties. Property owners shall supply their tenants with the list of rules for use of the lakefront, roads and other common properties.
  12.  The speed limit on all association owned roads is 5 m.p.h.
  13. Parking on the lakefront is limited to 30 minutes.
  14. A fee of $50.00 will be charged for the replacement of lost boat ramp lock keys.
  15. Application for any legal easements over Association owned roads must be submitted in writing to the Board of SLAA prior to the commencement of any work.  Relating specifically to sewer line easements, approval will be granted once proper application has been made to the Board of SLAA as outlined in Schedule B and all terms and conditions have been met.  

 

SCHEDULE ‘B’ TO THE BY-LAWS OF SARATOGA LAKESIDE ACRES ASSOCIATION, INC.

Rules for Obtaining Sewer Line Easements

The following procedures apply to any application by any parcel owner within Saratoga Lakeside Acres Association to construct and install sewer lines in the bed of any Association owned road:

  • The owner of an undeveloped parcel shall submit plans and specifications for the layout of the sewer lines to the Town of Malta, Saratoga County Sewer District (SCSD) and the Board of Saratoga Lakeside Acres Association, Inc. (SLAA)) who shall each have an opportunity to comment on the proposed installation of the sewer lines.  The submission of the plans and specifications shall conform with the timing for submissions to the Town Planning Board.
  • The application owner will revise the plan in accordance with the requirements of the Town, SCSD and SLAA.
  • The layout and construction of the sewer lines will not interfere with the ingress and egress rights of any other owners (excluding temporary interference during any construction provided, however, that ingress and egress shall still exist) or the public and private easement rights of any persons.
  • The approval by SLAA of the plans and specifications shall not be unreasonably withheld, conditioned and/or delayed.
  • The applicant owner shall construct the sewer pipe to be in conformance with all approved plans and all other applicable legal requirements.
  • Following the approval for the installation of sewer lines and prior to any construction by the applicant owner of any sewer lines in the bed of any Association owned road, such applicant owner shall execute and deliver an indemnification agreement in favor of SLAA in the form set forth on Exhibit “1” and provide copies of the approved property map to SLAA along with proof of general and automobile liability insurance binders from the contractor(s) in the amount no less than $1,000,000 and naming SLAA as an additional insured and SLAA shall execute and deliver the easement.
  • After the completion of the construction of the installation of the sewer line pursuant to the approved site plan, the application shall restore the Association owned road to the condition that existed prior to the installation of the sewer line.
  • SLAA shall have the right to clarify and supplement the above application procedure from time to time, but any such clarification and/or supplement shall not materially alter, affect, change or rescind the rights of the parcel owners to apply for and be granted sewer line easements based on the standards and conditions set forth in this Schedule B.

 

EXHIBIT “1”

INDEMNIFICATION AGREEMENT

 

THIS INDEMNIFICATION AGREEMENT dated as of                  , 20xx by and between

“Applicant Name” and SARATOGA LAKESIDE ACRES ASSOCIATION, INC. (SLAA),

in consideration of $1.00 lawful monies of the United States and other good and valuable consideration received by “Applicant Name” from SLAA, “Applicant Name” shall indemnify and hold harmless SLAA for any and all maintenance, liability and damages involving or resulting from the surface, subsurface or overhead use of “road name” by “Applicant Owner” or their contractors or agents.

IN WITNESSETH WHEREOF, “Applicant Name” has executed and delivered this Indemnification Agreement to SLAA as of the day and year set forth above.

 

Dated:                             , 20xx                        “APPLICANT NAME”

                                                                       

STATE OF NEW YORK        )
) ss:
COUNTY OF                         )

On this              day of                          , 20xx, before me, the undersigned, personally appeared                                                                       , personally known to me or provided to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their individual/collective capacity and that by his/her/their signature on the instrument, he/she/they executed this Indemnification Agreement.

                                                                       
Notary Public

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