The principal office of the corporation in the STATE OF MASSACHUSETTS shall be located in the Town of Ashburnham, in the County of Worcester. ELIGIBILITY: Any person or organization having an ownership interest or deeded beach rights in real property located on or about LAKE WINNEKEAG, in the Town of ASHBURNHAM, WORCESTER COUNTY, MASSACHUSETTS, shall be eligible to become a member of the ASSOCIAT
ION. ELECTION OF MEMBERS: Effective January 1, 2015, membership shall be effective upon payment of the annual membership fee as described in ARTICLE IX. CERTIFICATES OF MEMBERSHIP and VOTING RIGHTS: The Officers and Board of Directors shall provide for the Issuance of Certificates evidencing membership in the Corporation which shall be in such form as may be determined by the Officers and Board. Such Certificates shall be signed by the President and Treasurer. One such certificate shall be issued to the owners or owners of real property located on or about LAKE WINNEKEAG who are members under Section 2 of ARTICLE II. The holder or holders of each certificate shall be entitled to but one vote for such certificate for each matter submitted to a vote of the Corporation. The same person or persons shall not be entitled to hold more than one certificate irrespective or regardless of the number of parcels of real estate or the amount or value of real estate owned by such person or persons. The name(s) and address(s) of the holder(s) of each CERTIFICATE and the date of ISSUANCE thereof shall be entered on records of the Corporation. TERMINATION OF MEMBERSHIP: Membership shall be terminated for any member who shall be in default in the payment of dues for the period fixed in ARTICLE IX of these By-laws. REINSTATEMENT: Members may be reinstated by paying all outstanding dues. SECTION 6. TRANSFER OF MEMBERSHIP: Membership in this Corporation is not transferable or assignable. ARTICLE III
Meeting of Members
SECTION 1. ANNUAL MEETING: An Annual Meeting of members shall be held on the second or third Sunday in the month of August beginning with the year 2015, at the hour of 7:30 PM for the purpose of electing Officers and Board of Directors and for the transaction of such other business as may come before the meeting. SPECIAL MEETINGS: Special meetings of the members may be called by the President, the Board of Directors, or not less than ten of the members having voting rights. PLACE OF MEETING: The Officers and Board of Directors may designate any place located on or about Lake Winnekeag as the place of meeting for any Annual meeting or Special Meeting. NOTICE OF MEETINGS: Written or printed notice stating the place, day, and hour of any meeting of members shall be delivered, either personally or by United States Mail or email, to each member entitled to vote at such meeting, by or at the direction of the President, or the Secretary, or the Officers or persons calling the meeting. In case of a special meeting or when required by statute or these by-laws, the purpose or purposes for which the meeting is called shall be stated in the Notice, if and when deposited in the United States Mail or email and addressed to the member at his/her address as it appears on the records of the Corporation with postage paid thereon. QUORUM: The members representing fifteen (15%) percent of the certificates entitled to vote at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting, a majority of the members present may adjourn the meeting from time to time without further notice. Once a quorum is established and the meeting called to order, then a quorum shall be considered to be present for the duration of the meeting and cannot be challenged during the duration of the meeting. ARTICLE IV
Board of Directors
SECTION 1. GENERAL POWERS: The affairs of the Corporation shall be managed by its Officers and Board of Directors. Officers and Directors need not be residents of the State of Massachusetts, but must be members of the Corporation. NUMBER, TENURE AND QUALIFICATIONS OF THE BOARD OF DIRECTORS: The number of Directors shall be seven (7) including the four (4) Officers elected under the provisions of Article V, Section 2. Each Director shall hold office until the next Annual Meeting of members and until his/her successor shall have been elected and qualified. REGULAR MEETINGS: A regular meeting of the Officers and the Board of Directors may be held without other notice than this by-law after the Annual Meeting of members. The Officers and the Board of Directors may provide, by resolution, the time and place, whether within or without the State of Massachusetts, for the holding of regular meetings of the Board of Directors without other notice than such resolution. SPECIAL MEETINGS: Special meetings of the Officers and the Board of Directors may be called by, or at the request of the President or any two (2) Directors. The person, place, either within or without the State of Massachusetts, as the place for holding any special meeting of the Officers and Board of Directors called by them. NOTICE: Notice of any special meeting of the Officers and the Board of Directors shall be given at least two (2) days previous thereto by written notice and delivered personally or sent by United States Mail or email to each Officer and each member of the Board of Directors at his/her address as shown on the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the Unite State Mail in a sealed envelope so addressed, with postage thereon prepaid. Any Officer or Director may waive notice of any meeting. The attendance of any Officer or Director at any meeting shall constitute a waiver of notice of such meeting, except where an Officer or Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Officers and Board of Directors need not to be specified in the notice or waiver of such meeting, unless specifically required by law or by these by-laws. QUORUM: A majority of the Officers and Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Officers and Board; but if less than a majority of the Officers and Directors are present at said meeting, a majority of the Officers and Directors present may adjourn the meeting from time to time without further notice. SECTION 7. VACANCIES: Any vacancy occurring in the Board of Directors and any Directorship to be filled by reason of an increase in the Number of Directors, the one filling the vacancy shall be elected by the Board of Directors for the remaining term of his predecessor in office. SECTION 8. INFORMAL ACTION BY OFFICERS AND DIRECTORS: Any action required by law to be taken at a meeting of the Officers and Board of Directors, or any action which may be taken at a meeting of the Officers and Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors. ARTICLE V
Officers
SECTION 1. OFFICERS: The Officers of the Corporation shall be a President, a Vice-President, a Secretary and Treasurer. ELECTION AND TERMS OF OFFICE: The Officers of the Corporation shall be elected annually by ballot at the regular Annual Meeting of the Corporation. If the election of Officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each Officer shall hold office until his successor shall have been duly elected and shall have qualified. VACANCIES: A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Officers and Board of Directors for the remaining portion of the term. PRESIDENT: The President shall be the principal executive Officer of the Corporation and shall in general, supervise and control all of the business and affairs of the Corporation. He shall preside at all meetings of the members and of the Officers and Board of Directors. He may sign, with the Secretary or any other proper Officer of the Corporation authorized by the Officers and Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Officers and Board of Directors has authorized to be executed, except in cases where the signing and ex*****on thereof shall be expressly delegated by the Officers and Board of Directors, or by these by-laws, or by statute to some other Officer or agent of the Corporation: and in general he shall perform all the duties incident to the Office of President and such other duties as may be prescribed by the Officers and Board of Directors from time to time. VICE-PRESIDENT: In the absence of the President or in the event of his inability or refusal to act, the Vice President shall perform the duties of President, and when so acting, shall have all of the powers and be subject to all of the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned to him by the President or by the Officers and Board of Directors. TREASURER: If required by the Officers and Board of Directors, the Treasurer shall give a bond for faithful discharge of his duties in such sum and with such surety or sureties as the Officers and Board of Directors shall determine. He shall have charge and custody of and be responsible for all funds and secur
