GLCA Handbook

Garnet Lake Conservation Association ( GLCA)

A Non-Profit Organization Founded in 1956

Towns of Johnsburg, NY and Thurman, NY Warren County

This Handbook Contains:

Goals of GLCA Bylaws of GLCA

Officers and Board of Directors Dues and Assessments

On separate page

Garnet Lake Civic Association, Inc. was incorporated August 29, 1956 as a not-for-profit corporation. The purpose of the Association is to maintain Garnet Lake and its Dam for the benefit of homeowners around the lake and the general public, and to promote community around the lake.

We have an annual Picnic and GLCA meeting to discuss any issues that are pertinent at that time. The meeting is always scheduled for the last Saturday in July.

GARNET LAKE CONSERVATION ASSOCIATION, INC. BY-LAWS

ARTICLE 1

Membership

The membership of the Corporation at all times shall consist of the owners of record of real property which borders on Garnet Lake in the Towns of Johnsburg and Thurman, Warren County, New York, or along the outlet of said Lake, known as Mill Creek, from the said Lake to and including the lands presently owned up to and including lot 178.-1-19.  All members shall be provided with the Corporation’s membership handbook upon becoming a member of the Corporation. Any amendments, revisions or changes to the handbook shall be available to the members at the next annual meeting of members conducted after such amendment, revision or change takes effect unless the Board of Directors determines to distribute the same to members in advance of such meeting.

ARTICLE 2

Purposes

The purpose for which the Corporation has been organized are:

A.    To effect lake protection and rehabilitation and any actions necessary related thereto, including recruiting and using volunteers, and

B.     To develop a partnership with lake neighbors, governmental agencies and other organizations in support of maintaining the quality of Garnet Lake for residents and the public, including educating boaters entering Garnet Lake on how to keep invasive species out of Garnet Lake and to raise awareness of lake issues with the community as well as gather information and present educational programs for our members and those near the lake; and

C. To maintain the Garnet Lake Dam to the extent required by law, and

D. To raise funding to effectuate such purposes, and

E.     The Corporation, in furtherance of its corporate purposes above set forth, shall have all the powers enumerated in section 202 of the Not-for-Profit Corporation Law, subject to any limitations provided in the Not-for-Profit Corporation Law or any other statute of the State of New York. Nothing herein shall authorize this Corporation, directly or indirectly, to engage in, or include among its purposes, any of the activities mentioned in Not-for-Profit Corporation Law section 404(a)-(w).

ARTICLE 3

Meetings of Members

Section 1. Annual meetings of members. The annual meeting of the members of the Corporation shall be held in the month of July each year, at such time and place as designated by the Board of Directors and specified in the notice of such meeting, at which time the election of directors and officers shall take place.

Special meetings of the members shall be held at such time and place as may be designated by the Board of Directors, and specified in the notice of such meeting. A notice of any annual or special meeting shall be deemed sufficient if deposited in the mails or electronically including via email not less than 15 nor more than 30 days prior to the meeting, addressed to the members at the addresses appearing on the records of the Corporation, and notice of any and all meetings may be waived by members, in writing, orally, or by attendance at the meeting.

Section 2. Quorum. At any annual or special meeting of the members, a majority of the members eligible to vote shall constitute a quorum to transact any and all business.

ARTICLE 4

Voting

A member is eligible to vote if current year’s dues and assessments are paid in full before the annual or special meeting. Regardless of the number of record owners of the same piece of property, only up to two (2) votes are authorized per property.

ARTICLE 5

Directors

Section 1. Number, Qualifications and Powers of Board of Directors. The Board of Directors of the Corporation shall consist of up to eleven (11) persons who must be eligible to vote pursuant to Articles 1 and 4. The Board members may from time to time be elected by the members of the Corporation at any annual or special meeting called for the purpose of electing Directors. All power and authority of the Corporation shall be vested in the Board of Directors.

Section 2. Vacancies. Any member of the Board of Directors may resign by delivering his/her written resignation to the Secretary of the Corporation, and any member of the Board may be removed at any time by action of the Board. In case of any vacancy in the Board of Directors through death, disability, resignation, removal or other cause, the remaining Directors may elect his/her successor, who shall take office immediately and hold office for the unexpired portion of the term of the Director to whose place s/he is elected.

ARTICLE 6

Meetings of the Board of Directors

Section 1. The Board of Directors shall hold such meetings at such times and places, and in accordance with such notice, if any, as from time to time may be determined by the Board of Directors, and in addition, thereto, any officer of the Corporation may call a meeting of the Board of Directors upon twenty-four (24) hours notice, delivered either by mail, electronically including email, personally or by telephone. Any Director may waive any notice required to be given to him/her by law or under these By- Laws, and by attendance at any meeting shall be deemed to have waived notice thereof.

Section 2. Conduct of the Meetings. Three-fifths (3/5) of the Board of Directors of this Corporation shall constitute a quorum for the transaction of any business of said Corporation. If less than a quorum of the Board of Directors is present at any meeting, the meeting may be adjourned to such time and place as those present shall determine.

ARTICLE 7

Officers

Section 1. Officers. The officers of the Corporation shall consist of the following:

President

Two (2) Vice-Presidents Secretary Treasurer

All such officers shall have such authority and duties as ordinarily pertain to their respective offices and as may from time to time be prescribed by the Board of Directors including as follows:

A.    President. The President or his or her designee shall be the Chief Executive Officer of GLCA, Inc.; s/he or her/his designee shall preside at all meetings of the members and of the Board; s/he or her/his designee shall have the general management of the affairs of GLCA, and s/he shall see that all orders and resolutions of the Board are carried into effect. The President shall have responsibility and authority for the general supervision of the affairs of GLCA either directly or

through his/her designee. The President shall appoint a nominating committee for Directors and Officers, which may include two Directors and up to three voting members (pursuant to Articles 1 and 4). The President shall preside at all meetings of the Board of Directors and the President or his/her designee shall sign official documents.

B.     Vice President. A Vice President shall have such powers and duties as may be granted or designated by the President. In the temporary absence or disability of the President, the specified Vice President shall assume the duties and responsibilities of the President.

C.     Treasurer. The Treasurer shall act as the Corporation's representative for the receipt of all monies and funds and keep a correct account of all receipts and disbursements.  GLCA’s books and records shall be subject to inspection and examination by the Board of Directors at all reasonable times, but at least annually for review by the Board. The Treasurer is to provide guidance as to the deposit, expenditure and receipt of all funds as needed. The Treasurer or his/her designee shall report on the Corporation's finances at all regular meetings of the Board.

D.    Secretary. The Secretary shall keep the minutes of the Board meetings, send out the completed minutes, send out the annual meeting reminders and maintain an up-to-date roster of lake residents and members, and perform other functions as designated by the President.

Any Officer may resign by delivering his/her written resignation to the Secretary of the Corporation, and any Officer may be removed at any time by action of the Board. In case of any vacancy in an Officer position through death, disability, resignation, removal or other cause, the Directors may elect his/her successor, who shall take office immediately and hold office for the unexpired portion of the term of the Officer to whose place she/he is elected.

ARTICLE 8

Election of Directors and Officers

At the Annual meeting of the members of the Corporation, the nominating committee shall recommend a slate of Officers and Directors, which shall consist of a President, Two (2) Vice-Presidents, Secretary and Treasurer, and up to six (6) Directors. The nominations may be presented by a nominating committee or by members from the floor, by either or by both. The nominations duly made shall be voted upon at said meeting.

The candidates for President, Two (2) Vice-Presidents, Secretary and Treasurer receiving the majority of the votes shall be declared elected to their respective offices.

The six (6) candidates for Directors securing the highest number of votes shall be declared elected as Directors. The terms of each Director and Officer shall be two years.

ARTICLE 8-A

Conflict of Interest

The Board has adopted a conflict of interest policy consistent with applicable law, attached hereto is Appendix A. The Board shall appoint a committee to review disclosures submitted in accordance with such policy and make recommendations to the Board should further consideration of a potential conflict be necessary.  The conflict of interest policy shall be reviewed and updated, as necessary, no less frequently than every 2 years.

ARTICLE 9

Dues

The yearly dues shall be determined by the Board on or before the fifteenth day of July of each year and the amount so determined shall be presented to the members at the next annual meeting. The

Board may revise such amount as needed after the annual meeting provided that notice of such revision is given to the members in the same manner as is required for notice of annual or special meeting pursuant to Section 1 of Article 3 hereof.

ARTICLE 10

Assessments

It shall be the duty of the Board of Directors from time to time, to determine the necessity for, and the amount of assessments. Such assessments shall be included in the Handbook which is maintained by an appointee of the Board. The amount of any assessments so determined shall be presented to the members at the next annual meeting. The Board may revise such amount as needed after the annual meeting provided that notice of such revision is given to the members in the same manner as is required for notice of annual or special meeting pursuant to Section 1 of Article 3 hereof.

ARTICLE 11

Finances

Section 1. The Treasurer shall deposit all funds of the Corporation in some bank to be named by the Board and keep up-to-date records of same.

Section 2. All bills shall be paid only by checks signed by the Treasurer or his/her designee as selected pursuant to Section 5 of this Article.

Section 3. The Treasurer or his/her designee may make payments included in the annual budget for corporate purposes up to $500.00 without specific Board approval. All expenditures for items in the annual budget in excess of $500.00 require the approval of two Officers or Board members. All expenditures for items not included in the annual budget require Board approval.

Section 4. The Treasurer shall present at the annual meeting both the annual operating budget and the dam maintenance budget as recommended and adopted by the Board. Each such budget shall set forth the dues and assessments, respectively.

Section 5. A member of the Corporation will be named by the Board each July as a second signatory/designee should the Treasurer be unavailable to fulfill the Treasurer duties.

ARTICLE 12

Rules of Meetings

The rules and proceedings of all meetings of the members and the Board of Directors or any duly appointed committee shall be according to Roberts Rules of Order Newly Revised, so far as applicable and when not inconsistent with the Certificate of Incorporation and these By-Laws. The business of this Corporation may be transacted by voice vote.

ARTICLE 13

Amendments

By-Laws may be adopted, amended or repealed by the Board of Directors. If any By-Law is adopted, amended or repealed, such shall be noticed prior to the next Board meeting together with a concise statement of the changes made.

Approved by Board of Directors July 3, 2018

Appendix A of Garnet Lake Conservation Association, Inc. (GLCA) Bylaws Conflict of Interest Policy1

For

Directors and Officers

Article I -- Purpose

1.  This conflict of interest policy is designed to foster public confidence in the integrity GLCA and to protect GLCA’s interests when it is contemplating entering into a transaction or arrangement that might benefit the private interests of an officer or director of GLCA or might result in a possible excess benefit transaction.

2.  This policy is intended to supplement, but not replace, any applicable state and federal laws governing conflicts of interest applicable to nonprofit and charitable organizations.

3.  This policy is also intended to identify “independent” directors.

Article II – Definitions

1.  Interested person -- Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

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

a.  An ownership or investment interest in any entity with which GLCA has a transaction or arrangement,

b.  A compensation arrangement with GLCA or with any entity or individual with which GLCA has a transaction or arrangement, or

c.  A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which GLCA is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the Board or Executive Committee decides that a conflict of interest exists, in accordance with this policy.

3.  Independent Director -- A director shall be considered “independent” for the purposes of this policy if he or she is “independent” as defined in the instructions for the IRS 990 form or, until such definition is available, the director --

a.  is not, and has not been for a period of at least three years, an employee of GLCA or any entity in which GLCA has a financial interest;

b.  does not directly or indirectly have a significant business relationship with GLCA, which might affect independence in decision-making;

c.  is not employed as an executive of another corporation where any of GLCA’s executive officers or employees serve on that corporation’s compensation committee; and

d.  does not have an immediate family member who is an executive officer or employee of GLCA or who holds a position that has a significant financial relationship with GLCA.

Article III -- Procedures

1.  Duty to Disclose -- In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Board or Officers.

2.  Recusal of Self – Any director may recuse himself or herself at any time from involvement in any decision or discussion in which the director believes he or she has or may have a conflict of interest, without going through the process for determining whether a conflict of interest exists.

3.  Determining Whether a Conflict of Interest Exists -- After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the Board meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board members shall decide if a conflict of interest exists.

4.  Procedures for Addressing the Conflict of Interest

a.  An interested person may make a presentation at the Board or Officers, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

b.  The Board shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

c.  After exercising due diligence, the Board shall determine whether GLCA can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

d.  If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in GLCA’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.

5.  Violations of the Conflicts of Interest Policy

a.  If the Board has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

b.  If, after hearing the member's response and after making further investigation as warranted by the circumstances, the Board determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Article IV – Compensation

1.     A voting member of the board of directors who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation.

2.     A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation.

Article V – Records of Proceedings

The minutes of the Board and all committees with board delegated powers shall contain:

a.  The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board's or Executive Committee's decision as to whether a conflict of interest in fact existed.

b.  The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Article VI – Annual Statements

1.  Each director, principal officer and member of a committee with Board delegated powers shall annually sign a statement which affirms such person:

a.  Has received a copy of the conflict of interest policy,

b.  Has read and understands the policy,

c.  Has agreed to comply with the policy, and

d.  Understands GLCA is not-for-profit and must engage primarily in activities which accomplish one or more of its purposes.

2.  Each voting member of the Board shall annually sign a statement which declares whether such person is an independent director.

3.  If at any time during the year, the information in the annual statement changes materially, the director shall disclose such changes and revise the annual disclosure form.

4.  The Board shall regularly and consistently monitor and enforce compliance with this policy by reviewing annual statements and taking such other actions as are necessary for effective oversight.

Article VII – Periodic Reviews

To ensure GLCA operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize tax-exempt status, should it be obtained, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

a.  Whether compensation arrangements and benefits are reasonable, based on competent survey information (if reasonably available), and the result of arm's length bargaining.

b.  Whether partnerships, joint ventures, and arrangements with management organizations, if any, conform to GLCA’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further do not result in inurement or impermissible private benefit or in an excess benefit transaction.

Article VIII – Use of Outside Experts

When conducting the periodic reviews as provided for in Article VI, GLCA may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of its responsibility for ensuring periodic reviews are conducted.

The End

4817-9317-4348, v. 2

This policy is based on the IRS model Conflict of Interest policy, which is an attachment to Form 1023. It adds information needed to allow GLCA to assess director independence in order to answer questions on Form 990