Article I – Name
The organization’s name shall be the Association for Beaver Lake Environment, known as ABLE.
Article II - Purpose
The organization’s purpose is to do any and all things necessary and convenient to promote the general welfare, development, and environment of the areas surrounding Beaver Lake and, specifically, to work with local, state, and federal planning commissions and regulatory agencies to ensure land development in the Beaver Lake area does not result in the deterioration of Beaver Lake water quality and/or living conditions in the area surrounding Beaver Lake.
Article III - Membership
Section 1: Eligibility
Any person interested in advancing the purposes of ABLE may become a member in good standing by submitting an application with the annual dues as established by the Board of Directors. Payment date becomes the member’s "record date". New members are granted voting rights beginning 60 days after their record date. All members must be "in good standing", meaning that dues have been paid, in order to have voting rights.
Section 2: Dues
Dues are payable to the Treasurer and are not refundable. Members will be dropped from the membership list after 90 days of the membership renewal notice if dues are not paid.
Section 3: Voting
Each member has the right to one vote for each voted issue and has one vote for each elective office. No proxy votes are allowed.
Section 4: Transfer of Membership
Memberships may not be transferred.
Section 5: Membership Lists
Membership lists may not be used for any purpose not approved by the Board.
Article IV- Board of Directors
Section 1: Terms and Election
The Board of Directors shall consist of nine (9) Directors with terms of office of three (3) years. A system of staggering the election of Directors will be so that three (3) Directors are normally elected each year. The largest number of votes cast for the candidates determines the winners. For example, if five candidates are running for three open Board seats, association members vote for three different candidates for a total of three votes. Current Directors will be allowed to complete their terms of office until their current expiration date, after which, they will be subject to any changes in the by-laws.
Section 2: Nominations for Directors
Nominations may come from the Board or from the floor at the annual meeting. All nominees for the Directors must have been members in good standing for at least one year before the voting date. Current Directors seeking re-election are eligible if they do not exceed two (2) elected terms. A one-year period must elapse before an individual may run again for a Board position.
Section 3: Election of Officers
Following the annual membership meeting, the Board will elect officers from sitting Directors.
Section 4: Vacancies
Vacancies due to death, incapacity, resignation, or removal will be filled for the remaining term by the majority vote of the Directors.
Section 5: Board Meetings and Quorum
The Board shall meet monthly and at other times as called by the President with a majority of the constituted Board satisfying the requirement for a quorum.
Section 6: Voting
Majority rule shall apply on all actions of the Board.
Section 7: Removal
A Director who has missed three consecutive meetings or three meetings over a twelve-month period may be removed from office by a majority vote of the remaining Directors.
Section 8: Executive sessions and attendance by association members
Association members may attend Board meetings. Executive sessions may be held by the Board, but all final actions must be voted in open session.
Section 9: Board responsibilities
The Board shall have the responsibility for managing the Association via authority and responsibilities specifically delegated and delineated in Article V of the by-laws and shall reserve to itself the following powers:
- Election of Officers
- Interpretation of all policy matters
- Approval of all expenditures exceeding $100.00, or as set by the Board.
- Approval of proposals for prepared news releases to the media.
- Approval of all initiatives or responses regarding legislative actions or collaborative efforts.
Article V - Officers of the Board
Section 1: Board Officers
President, Vice-President, Secretary, and Treasurer shall be elected by the majority vote of the Board for one year and hold office until they are re-elected or their successors are elected. Officers shall not normally serve more than two (2) consecutive terms in the same position.
Section 2: President
The President shall preside at all meetings, sign all contracts, and other instruments of the Association as authorized by the Board; shall make reports to the Directors and members: shall perform all such duties that are incident to the office or are properly required of that office by the Board.
Section 3: Vice-President
In the absence of the President, or as otherwise authorized, the Vice-President shall perform the functions of the President.
Section 4: Secretary
The Secretary shall issue notice of all meetings, shall keep the minutes of member and Directors' meetings, shall sign with the President such instruments requiring the Secretary's signature, shall keep the Association's membership rolls, and shall make such reports and perform such duties as are incident to the office of the Secretary, or may be required by the Board.
Section 5: Treasurer
The Treasurer shall have custody of all monies and securities of the Association and shall keep or have kept regular books of accounts. The Treasurer will pay out monies, as authorized, and shall sign such instruments that require the Treasurer's signature. The Treasurer shall perform all duties incident to the office or that may be required by the Board.
Article VI - Meetings
Section 1: Meetings
Semi-annual and/or annual membership meetings shall be held at a time and place designated by the Board of Directors. Special meetings of the membership may be called at any time by the Board or upon written request of 1/3 of the voting membership as constituted at the time of the request. Special meetings of the Board may be called by three Directors or by the President in order to deal with issues that require immediate attention. Every reasonable and timely attempt will be made to insure that all Directors will have a chance to vote on such issues.
Section 2: Notice of Meetings
The Secretary shall provide at least 10 days notice of the time and place of meetings by first class mail or communicating in person, phone, or e-mail.
Section 3: Rules of Order
All meetings will follow Robert's Rules of Order, modified, that are consistent with the bylaws.
Section 4: Quorum
At membership meetings, a quorum shall consist of those members in good standing who are present.
Section 5: Voting
Voting is by majority vote.
Article VII - Committees
The Board may establish and appoint standing and ad hoc committees as it deems necessary and appropriate to advance ABLE's purposes.
Article VIII - Amendments
These by-laws are fundamental and shall not be added to, amended. or repealed except by a resolution approved by the Board and approved by the majority of the members at any membership meeting where such a proposal has been announced in the notice of such meeting.
Article IX - Construction of by-laws
On all questions as to the construction or meaning of the by-laws and the rules of ABLE, the decision of the Board shall be final.
Article X - Standards of Conduct
The Board has an obligation to protect ABLE and its members from harm, ensure a safe and productive working environment for members, and foster ABLE as an organization in which people want to participate.
Section 1: Representing the Association
No member, present or former leader, shall make a statement or take a public position in the name of the Association that is contrary to or creates a misimpression of a policy or position established by the Board.
Section 2: Affirmative Standards of Conduct for Association members
- Communicate and work together with common courtesy and collegial respect; disagree without being disagreeable.
- Create a welcoming environment for new members and volunteers; avoid cliquishness, and language or behavior that offends others.
- Always represent the Association and its mission in a professional manner at all levels; keep disagreements within the Association.
- Accurately present the Association’s policies and positions when communicating on behalf of the Association; don't use an Association leadership role or title to advance personal views that are not Association's position.
- Respect your obligation to the Association’s members; use member lists and information about members for Association purposes only.
- Use Association resources wisely and in keeping with the fiduciary responsibility of all leaders.
- Foster an open democratic decision-making process; respect decisions once they are made.
- Within the Association praise publicly, criticize privately and tactfully.
- Respect the policies and procedures that have been established by and for volunteer participants engaged in specific Association activities; when in doubt, ask.
Section 3: Conflict of interest
Every member, especially those elected to or appointed to a position of authority in the organization, has a duty of loyalty to, and must act in the interests of ABLE. A conflict of interest is a situation that exists when someone's loyalty may be divided between the first organization and a second person or organization. A person's conflict of interest arises only when someone takes action and/or tries to influence things related to the conflict. Members in conflict must voluntarily recuse themselves from votes or influence when conflict of interest is in violation of ABLE's position. If not voluntarily done, a majority of the Board, not involved in the conflict of interest, is needed to remove that member from their membership. The Board is final arbiter.
Section 4: Disruptive behavior
The Board has an obligation to deal quickly and decisively with disruptive personal behavior that is disrespectful of others personally, disrespectful of agreed upon decisions, or disrespectful of Association policies.
Section 5: Removal for misconduct
Any formal action of membership removal by the majority of the Board shall only take place after a hearing by the Board, attended or not attended by that member, in order to determine whether an individual's personal behavior is disruptive, repeatedly violates standards of conduct, impairs the work of the organization, or is serious misconduct, including but not limited to threats, embezzlement, harassment and illegal activity. If, upon a good faith finding of the Board that determines continued participation by this member, as a member and/or as a Board member, is not in the best interest of the Association, the Board will notify the member of their finding. That decision is final and all membership rights of that member shall cease on the effective date of the termination notice.
Approved by the membership on May 7, 2007.