Proposed Amendments to the By-Laws to be voted on
at January 2010 Business Meeting

Article II. Membership. 
3.  Class C
They shall be designated as Friends of the Lake.  They shall be those who do not meet Class A or B criteria, but they shall have a dedication to this public asset.   They may attend meetings and take part in discussions but shall not make motions or vote. 

4.  Same as old Paragraph 3.

Article VI.  Standing Committees
6.  Internal Audit Committee
This shall consist of at least 3 members who shall be responsible for an inspection of all financial documents and support documents of LCHOA at the end of each fiscal year.  Accounting experience shall not be required for the simple review of records that is expected.  This is not to be an accounting audit, compilation or review as a commercial entity may do it at relatively high expense.  The committee shall make a report of their findings, pointing out any discrepancies found and making any recommendations for changes in policies.

7.  Same as old paragraph 6.

 

 

BY-LAWS

 

LAKE CONWAY HOME OWNERS ASSOCIATION

(LCHOA)

 

EIN 27- 0262218

 

I.   Purpose and Legal Status and Disbursements Limitation

    1.  It shall be the purpose of  Lake Conway Home Owners’ Association  to strive to better the lake area life style, to represent the interests of area members, to improve the quality of the lake and to maintain property values.  It shall be a non profit federal 501 C 4  corporation. It shall also be a mutual benefit type of non profit corporation under the Arkansas Non Profit Corporation Act of 1993, as registered with the Secretary of State.  This corporation shall have no stock issued and shall pay no dividends. 

    2.  LCHOA shall be a social welfare organization per 501 C 4 requirements. It shall not to be  operated primarily for profit but for the common good and welfare of the people living or owning property around Lake Conway, not just the voluntary members of  LCHOA.   Lake Conway is an Arkansas Game and Fish Commission (AGFC) owned lake for  use by the general public.   The betterment  of the lake quality by LCHOA will also benefit the public living elsewhere who use the lake.   Our  web site is available by internet to anyone,  and its communications  will benefit our members as well as potentially benefitting others who access it.

    3.  No part of the net earnings shall inure directly to the benefit of a members except as compensation for services rendered and distributions in furtherance of the purposes of  LCHOA.  No expenditures shall be made for  exterior maintenance of members’ homes.  LCHOA shall  not substantially attempt to influence legislation or any candidate’s political campaigns or carry on any other activities not permitted by section 501 C 4 of the Internal Revenue Code.     No disbursement shall be made for any public fund raising drive, unless related directly to the improvement of Lake Conway.

 

II.   Membership

    1.  Class A

They shall  be owners or  rentors  of a home or property in the 100 year flood plain around the lake.      At minimum this shall  include  all property contiguous to the AGFC right of way area around the lake regardless of actual elevation.

             They shall have the right to vote, participate in meetings and make motions.

    2.  Class B

They shall be commercial entities in the area of  Lake Conway  who choose to pay dues.    They shall have the right to vote, participate in meetings and make motions.

     3.  Membership shall be voluntary.   All must have a membership application on file.   There shall be only one membership per household.  In the event of multiple family owners of a property each family shall be allowed one membership.

 

III.   Board of Directors

     This shall consist of the Officers and the Web Site Moderators.  It shall manage LCHOA business in all matters between Annual Meetings.  It shall set  ad fees for the web site.  It shall meet monthly but may hold special meetings to discuss items that cannot wait until a scheduled meeting.  It shall have the right to make an additional special dues assessment one time each fiscal year.  It shall select a Web Master and an Assistant Web Master.  It shall prepare a proposed slate of Officers and Moderators for election at the Annual Membership meeting.

 

IV.  Officers

    1.  President

The president shall chair the meetings of the Board and Membership and may use  any standard parliamentary procedure.  The president shall make an annual report and budget proposal at the Annual Membership Meeting and appoint all committees.     The president shall represent  LCHOA as needed in all official business of the association.   He shall cosign all checks.

    2.  1st VP/Treasurer

This officer shall be responsible for the monies of LCHOA, making all bank deposits,  writing all checks to be cosigned by the Treasurer and President and making a report at each  regular Board meeting and Annual Membership Meeting.  This officer shall be responsible for filing an annual return to the IRS as required for nonprofit corporations.   This officer shall keep a current record of all dues paying members, and  shall assume the duties of the President in the event of any absence.

    3.  2nd VP/Secretary

This officer shall  be responsible for keeping minutes of each meeting of the Board or Membership and producing the notice of meetings.   These duties may be delegated at his/her discretion.   This officer shall keep a current list of all members.   This officer shall keep an official copy of all important documents and communications, and these files shall be delivered to the new Secretary.  This officer shall file an annual report to the Secretary of State as required for an Arkansas nonprofit corporation.   This person  shall assume the duties of the President in any absence of the above two officers.

    4.  All officers shall possess a key to the post office box of LCHOA. 

    5.  All officers shall be Class A members.

   6.  The officers shall be elected at the Annual Membership Meeting.  Vacancies in Vice Presidential offices occurring between Annual Meetings shall be filled by the Board by majority vote of those voting.

 

V.   Web Site and Moderators

     1.  There shall be three Moderators elected by the Membership at the Annual Meeting.  They may share responsibility in rotation and  meet as often as is necessary.   They shall have  equal authority but  with items of major importance or dispute to be decided  by majority vote.  They shall be responsible for soliciting articles and news for the web site.    They shall communicate with the Web Master and Assistant Web Master regarding any problems with the web design or functioning, who shall be the authority on such matters and who shall be the contact with the Web Host. 

     2.    Communication is one of the major reasons for the existence of LCHOA.  The web site shall be the central means of this communication.  The moderators shall screen all communication entries, forum submissions and ads before their publication on the web site to maintain correct conduct and promote a highly favorable public image of LCHOA without unduly impeding or discouraging members’ self  expression.   They shall strive to not delay publication  more than 24 hours in these actions.  Their editorial decisions shall not be appealable.

     3.  Moderators shall be Class A members.

 

VI.   Standing Committees

    1.  Membership and Dues Committee

This shall consist of two to three members who shall be responsible for soliciting membership and encouraging payment of dues to renew membership.

    2.  Advertising Committee

This shall consist of two members who shall solicit  web site advertising.

    3.  Dam Operations and Lake Level Committee

This shall consist of two to three members who shall monitor and study the dam operation and the lake level and any factors that affect it.  They shall make a report to the Board at least quarterly.   They shall be Class A or B members.

    4.  Lake Quality Committee

This shall consist of two to three members who shall monitor the lake quality and any factors that affect it.  They shall make a report to the Board at least quarterly.    They shall be Class A or B members.

    5.  Lake Advisory Committee

This shall consist of the Officers and  the Dam Operations and Lake Level Committee and Lake Quality Committee members plus  additional members at the discretion of the President.  Its purpose shall be to meet with the Arkansas Game and Fish Commission representatives periodically to discuss any lake matters.     

    6.  All Standing Committee appointments must be Class A members unless stated otherwise above.  

 

VII.   Dues and Special Assessments

     1.  Annual dues for the following year are set by the Membership in their Annual Meeting.  Dues shall be delinquent on the later of January 31 or 30 days after the Annual Meeting.

     2.  The Board shall have the right to set Special Assessment Dues.  This shall be limited to one time each fiscal year and limited to 50% of the previously set dues.

 

VIII.  Meetings and Fiscal Year

     1.  An Annual Membership Meeting shall occur yearly on the 2nd Tuesday in January at 7pm unless called earlier by the Board.  If delayed due to unforseen circumstances, it must be held as soon as practicable.  Notice of this shall be given to members in the web site or by mail at least 2 weeks prior to the meeting.  A report of all committees and the President and Treasurer shall occur.  Election of Officers and Web Site Moderators,  approval of the budget  and setting of dues, all  for the fiscal year, shall occur.      

      2.  The fiscal year shall be the calendar year.   

      3.  Special Membership meetings may be called by the President or by a petition signed by 10% of dues paying members presented to the President or sent by certified mail to the address of  LCHOA.  The meeting must be arranged within 15 days of the receipt of the petition by the President, and notice  shall be given to members in the web site or by mail as soon as practicable.  At such meetings only business directly pertaining to the stated purpose may be  transacted.    

      4.  A quorum for any meeting of LCHOA shall be those present. 

 

IX.  Compensation and Expenses Reimbursement

    All officers, moderators and committee members shall serve without pay.   Expenses incurred by any member shall be reimbursed after a report is made in a Board meeting  and if the expenditure is approved.

 

X.  Removal of Board Members

     Any Officer or Web Site Moderator  may be removed by a 2/3 majority of those members voting at any Membership Meeting.  If done at a Special Membership Meeting the proposed meeting and removal must be in a petition signed by 10% of dues paying members presented to the President or sent by certified mail to the address of  LCHOA.    The Special Membership Meeting must be arranged within 15 days of the receipt of the petition by the President, and notice  shall be given to members in the web site or by mail as soon as practicable.

 

XI.  Bylaws Amendments

     Amendments proposed by the Board  must be submitted at least  4 weeks prior and published on the web site or mailed to members at least 2 weeks prior to the meeting.  Amendments may also be proposed by any Class A or B member at the Annual Meeting or a Special Meeting called for that purpose.   Amendments’ passage  require a 2/3 majority of those members voting.

 

XII.  Indemnification

    LCHOA hereby indemnifies the Board  for all actions undertaken in good faith while representing LCHOA.

 

XIII.   Dissolution

    In the event of cessation of  LCHOA operations, any money remaining after all liabilities have been paid, in the judgment of the Board in consultation with an Accountant, shall be donated to the AGFC for Lake Conway management or to a charitable organization at the sole judgment of the Board.

 

Organization Founded, Bylaws Adopted and Officers Elected June 12th, 2009

 

President:  Hayden B. Baldwin

1st VP / Treasurer:  Bill Miller

2nd VP / Secretary Tom Eans


 

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