Melody Lake Association

Melody Lake Association

By-Laws

Established June 1964

As Amended June 2017

I. MEMBERSHIP

A. Eligibility - Membership in the Melody Lake Association is limited to those persons owning one or more of the lots as originally laid out in the subdivision of Melody Lake by William E. Barnes, dated April 4, 1958 and the re-subdivision No. 1 of Melody Lake by William E. Barnes, dated February 10, 1959 and Melody Lake Subdivision No. 2 by Clyde V. Angivine, dated June 30, 1964. Continued membership is also contingent upon payment of dues as hereafter provided. The owner or owners of each lot or combination of lots in said subdivision, whether ownership be sole, joint or in common, shall constitute one member of the Corporation.

B. Termination of Membership - Any member of the Corporation who ceases to own land as specified in the foregoing section or refuses to pay their current dues shall thereupon immediately cease to be a member of the Corporation and membership shall be deemed terminated as of that date.

C. Effect of Termination - The rights of any person as a member of the Corporation, including the right to vote and use of all association property shall cease immediately upon their termination of membership. Association property includes, but is not limited to, Melody Lane, the pasture property, dam site, certain right of ways, and Melody Lake itself.

D. Dues - Each member of the Corporation will pay annual dues as set by the Corporation, and they shall apply to the calendar year, January 1st thru December 31st. Dues are to be paid not later than February 15. (As amended 9/11/11). The membership of any member who has not paid their annual dues on or before this date will be terminated but will be reinstated upon payment of current dues. As voted upon and accepted by a majority of members present, effective 9/12/12, “From this day forward any property that now produces dues will continue to produce dues forever, regardless of who owns it.”

E. Rights –

1. Voting Rights. Each member shall have one vote only at a meeting of the members of the Corporation. As herein above provided in Section 1(A), the owner or owners of each lot or combination of lots, whether sole, joint, or in common, shall constitute one member and therefore be entitled to one vote.

2. Right to Use Property. Membership in the Association carries with it the right of personal use of Melody Lake, Melody Lane, the pasture property, dam site and the various rights-of-way that are owned by the Association. This right of use is strictly limited to the member, his or her family guests and invitees. Guests and invitees, however, shall access Association and or Member property only by way of Melody Lane and Melody Lake Road. The right to the use of Association property cannot be sold, leased, conveyed or extended in any way to any non-members. It is the expressed intent of this provision that the rights to use of Association property is forever limited to those persons owning lots as established by the original subdivisions as aforesaid. The right of use of Association property may not be extended to benefit any property outside of the original subdivision by any means including, but not limited to deed, easement, license, guest pass, contract or permission.

II. MEETING OF MEMBERS

A. Regular Meetings - The regular meetings of the Association shall be in the months of June, July, August and September at a day, time, and place set by the association.

B. Special Meetings - Special meetings of the members of the Association may be called by the Board of Directors or the President of the Corporation at any time, at their discretion or called by the President upon written request of five (5) members. Premises for the special meetings shall be at the decision of the Board of Directors.

C. Board of Directors - The Board of Directors shall be comprised of five members and shall be constituted of the President, Vice President, Secretary, Treasurer and one Association Member elected at large. The Board of Directors shall be comprised of at least one member from the paved road and one member from Melody Lane.

D. Voting - Members may vote in person or by proxy. Proxies must be executed in writing by the member, may be revoked at his or her pleasure, and no proxy shall be valid after the expiration of 30 days from the date of its execution.

E. Any expenditure over $500.00*, except emergency or normal operating expenditures, must be presented at meeting, posted and then voted on at the next regular meeting. (* as approved 9/11/11).

III. BOARD OF DIRECTORS

A. Qualifications - All Directors shall be members of the Corporation in good standing.

B. Duties and Meetings - The Board of Directors shall have the power to hold meetings at such time and place as it deems advisable, to appoint committees, to employ necessary employees, to authorize proper expenditure and grants, and to take such other action as may be necessary or proper to carry out the purposes of the Corporation in the event of emergencies and when a meeting of the Association cannot be expeditiously called. Special meetings of the Board may be called by the President whenever he or she deems advisable, and special meetings shall be called upon written request of any three members of the Board. Three days notice of special meetings of the Board shall be phoned personally or mailed to all directors unless such notice is waived in writing.

C. Quorum - The presence of a majority of the Directors shall constitute a quorum for the transaction of any business and the act of a majority of any meeting of the Board of Directors shall be the act of the Board. Each Director shall be entitled to one vote. Directors shall vote in person and not by proxy.

D. Compensation - No Director shall receive any compensation from the Corporation for services performed in an official capacity, but Directors may be reimbursed for reasonable and necessary expenses incurred in the performance of their official duties.

E. Report - Pursuant to Section 46 of the Membership Corporations Laws, the Board of Directors shall present at the July meeting of the Corporation a report verified by the President and Treasurer or by a majority of the Directors showing the whole amount of real and personal property owned by the Corporation, where located and where and how invested. The amount and nature of the property acquired during the year immediately preceding the date of report and the manner of acquisition, the amount applied, appropriated or extended during the year immediately preceding such date, the purposes, objects to or for which such applications, appropriations or expenditures were made. Such report shall be filed with records of the Corporation.

F. Liability - As provided in Section 46 of the Membership Corporation Law, in absence of fraud or bad faith, no Director shall be personally liable for the debts, obligations or liabilities of the Corporation.

IV. OFFICERS

A. President - The Association shall elect one of its members as President. The President shall be the chief executive officer of the Corporation and shall preside at all meetings of the Corporation and the Board of Directors. At each meeting he/she shall give additional information as shall be necessary to constitute a brief resume of the Corporation's activities during the previous year or month. The President shall be elected for the term of two (2) years or until a successor shall be duly elected and qualify. The President shall execute, in the name and on behalf of the Corporation, all documents required to be executed by the Corporation, and shall perform such other duties as are requested by the Association or are reasonably incidental to his/her office.

B. Vice President - The Association shall elect one of its members as Vice President of the Corporation for a term of two (2) years or until a successor shall be duly elected and qualify. As designated by the President, the Vice President shall perform the duties of the President in case of death, absence or inability of the President to act. The Vice President shall also have the authority to sign and execute, in the name and on behalf of the Corporation, all documents required to be executed by the Corporation, and shall also perform such other duties as are requested by the President of the Board of Directors.

C. Treasurer - The Association shall elect one of its members as Treasurer of the Corporation. The Treasurer shall be elected for a term of two (2) years or until a successor shall be elected and qualify. The Treasurer shall be the business and fiscal officer of the Corporation. The Association may require the Treasurer to furnish such bond or security as it directs for the faithful performance of his/her duties. The Treasurer shall perform such other duties as are requested by the President or Association.

D. Secretary - The Association shall elect one of its members as Secretary of the Corporation. The Secretary shall be elected for a period of two (2) years or until a successor shall be duly elected and qualify. The Secretary shall take and record minutes of all meetings of the Corporation and the Board of Directors. The Secretary shall perform such other duties as are requested by the President or the Board of Directors.

C. Compensation - No officer shall receive compensation from the Corporation for services performed in an official capacity, but officers shall be entitled to reimbursement for reasonable and necessary expenses incurred in the performance of their official duties.

F. Vacancies - A vacancy in any office shall be filled by the Board of Directors for the unexpired term thereof at the next regularly scheduled meeting of the Association or at a special meeting called for that purpose. The decision of the Board of Directors shall be put to a vote of the members of the Association.

V. STANDING COMMITTEES

A. Environmental Committee - Responsibilities:

1. To determine what the County Health Department's standards are for the disposal of waste matters by property owners.

2. To keep property owners informed about such standards.

3. To pursue a program of surveillance in order to insure that those standards are followed.

4. To communicate with the County Health Department concerning any continuing violations of their standards.

In carrying out these responsibilities, the committee shall make every effort to contact property owners by letter, phone or personal contact concerning possible violations of the County Health Departments standards. After such efforts have been made, the committee shall report alleged violations to the County Health Department and request that the department take investigative and corrective action. The Committee will inform the Executive Board, through the President, of any action that it takes.

B. Dam Committee - Responsibilities:

1. Inspect dam every spring, fall, and immediately after every major high water period and complete necessary records.

2. Communicate with NYSDEC regarding dam maintenance and repair.

3. Organize work parties when repairs are necessary.

4. Operate valves twice a year.

C. Fish Committee- Research and arrange stocking when necessary.

D. Newsletter Committee- Assist newsletter editor in soliciting articles and publishing newsletter.

E. Sunshine Committee - Send get well and sympathy cards to members when appropriate.

VI. ASSETS AND FUNDS

A. Ownership - All assets and funds of the Corporation shall be owned exclusive by the Corporation.

B. Disposition - All funds of the Corporation shall be deposited in an account or accounts in the name of the Corporation, in a bank or banks designated by the Board of Directors or Association, or shall be invested or reinvested, as the Board shall direct. Funds shall be expended only to advance the purpose and to pay the proper expenses of the Corporation. Funds shall be withdrawn from such bank account or accounts and invested or reinvested only upon authorization and signature of the President, Vice President, or Treasurer of the corporation or upon written authorization and signature of such person or persons as the Board of Directors or Association shall designate.

C. Dissolution - In case of dissolution of the Corporation, the assets remaining after payment of its just debts and obligations, shall be transferred to such other non-profit organization or organizations as in the best judgment of the Board of Directors, who shall be best qualified and competent to promote the purposes of the Corporation. This provision shall be subject to the limitations and conditions contained in any gift, devise or bequest to the Corporation.

VII. AMENDMENTS:

A. Proposed amendments to these bylaws may originate from the Board of Directors or the general membership. Members of the corporation shall be notified of any proposed amendment to these bylaws no less that 15 days prior to a vote in person, or by proxy at the members request, at the next regular meeting (except where law allows changes to be made by majority vote of members present at a regular meeting).

VIII. GENERAL INFORMATION:

A. Rights-of-Way - The right-of-way along the property of the power line transmission is reserved for the use of association members and their guests for swimming and boats. There are other right-of-way reserved for the use of certain members. Such members have a designated right-of-way which is used in common with other specified members. The use of these designated right-of-ways are limited only to those members, their temporary invited guests, or renters. Camping is not allowed in these areas.

B. Statement of Rules - Member rules are contained in a separate document and are applicable to each member as stipulated.

C. Notes -

1. Corporation and Association are the same thing.

2. Melody Lake is a private lake owned by the Melody Lake Association, Inc. All rights to access and to the use thereof are strictly under control of said Association.

3. Melody Lake Association, Inc. is a not for profit corporation registered in NYS on June 22, 1964, with applicable By-Laws.

4. These By-Laws, are current as amended, including as voted on and passed at the association meeting on June 11, 2017.

5. By-Laws are registered with the Cortland County Clerks Office, Cortland, NY.