Article I.        Organization

 

1. The name of this organization shall be SHADOWLAWN LAKE SHORE CORPORATION.

2. The organization shall have a seal which shall be in the following form (Corporate Seal shown on original).

3. The organization may at its pleasure by a vote of the membership body change its name.

 

Article II.       Purposes

The following are the purposes for which this organization has been organized: To provide for the preservation, maintenance, beautification and regulation of Tract D, a parcel of land reserved for a community park and beach area, strictly for the owners of lots in the development known as “Shadowlawn” and their invited guests, all as shown on a subdivision of land designated as “Shadowlawn, a Map of subdivision of land, owned by Kenneth M. Dunning and Sarah F. Dunning, his wife Skaneateles, New York”, made by A. J. Clements, P.E. L. S. dated October 21, 1949 and filed in the Onondaga County Clerk’s Office on November 29, 1949 as Map No. 3099.

 

Article III.      Membership

Membership in the organization shall be open to all who are owners of Lots shown on said Maps of “Shadowlawn” heretofore referred to and who have legal right by deed or otherwise to said Tract D and more specifically to all who are property owners and taxpayers within the confines of Lakeview Circle otherwise known as Shadowlawn Trust.

 

Membership shall be compulsory for all lot owners, who receive by Deed, rights to Tract D, as shown on said Map of “Shadowlawn”, and further upon the sales of the property of any member, together with his right to Tract D, said member so selling his right to said Tract D shall immediately transfer his certificate of stock to the new owner and upon said sale all his privileges as a member shall cease immediately. No rights to said Tract D shall be sold unless and until such prospective purchase shall agree to become a member of this corporation. A new purchased shall be liable for all unpaid dues and / or assessments standing upon the books of the Corporation, as against the former owner having rights to said Tract D.

 

Article IV.     Meetings

The annual membership meeting of this organization shall be held on the best available Sunday in April of each and every year in Skaneateles, except if such a day be a legal holiday and then in that event the Board of Directors shall fix the day but it shall not be more than two weeks from the date fixed by the By-Laws. The Secretary shall cause to be mailed to every member in good standing at least 7 but not more than 14 days prior to meeting, at his address as appears in the membership roll book of the organization, a notice telling the time and place of such annual meeting. A member in good standing is one who has met all the membership obligations of this corporation and whose dues are paid. Regular meetings of this organization shall be held at the discretion of the Board of Directors.

 

The presence of not less than a majority of those living on the tract shall constitute a quorum and shall be necessary to conduct the business of this organization; but a lesser number may adjourn the meeting for a period of not more than two weeks from the date scheduled by these By-Laws and the Secretary and shall cause a notice to the scheduled meeting to be sent to all those members who were not present at the meeting originally called. A quorum as hereinbefore set forth shall be required at any adjourned meeting.

 

Special meetings of this organization may be called by the President when he deems it for the best interest of the organization. Notices of such meeting shall be mailed to all members as they appear in the membership roll book at least 7 days but not more than 14 days before the scheduled date set for such special meeting. Such notice shall state the reasons that the meeting has been called, the business to be transacted at such meeting, and by whom called.

 

At the request of two members of the Board of Directors or 10 members of the organization the President shall cause a special meeting to be called but such request must be made in writing at least 21 days before the requested scheduled date.

 

No other business but that specified in the notice shall cause a special meeting to be called but such request must be made in writing at least 21 days before the requested scheduled date.

 

Article V.      Voting

At all meetings, except for the election of officers and directors, all votes shall be via voice, except that for election of officers ballots shall be provided and there shall not appear any place on the ballot any mark or marking that might tend to indicate the person whop cast such ballot. Nomination of officers and directors shall be by a nominating committee and also from the floor.

 

At any regular or special meeting if a majority so requires any question may be voted upon in the manner and style provided for election of officers and directors.

 

A member may vote by proxy. Said proxy must be filed with the Secretary of the corporation prior to the commencement of any voting.

 

One vote shall be allowed to the owners per tract or lot in Shadowlawn.

 

At all votes by ballot the chairman of such meeting shall immediately prior to the commencement of balloting appoint a committee of three who shall act as “Inspectors of Election” and who shall at the conclusion of such balloting certify in writing to the Chairman the results and the certified copy shall be physically affixed in the minute book to the minutes of that meeting.

 

No Inspector of Election shall be a candidate for office.

 

Article VI.     Order of Business

1. Roll Call

2. Reading of the minutes of the preceding meeting

3. Reports of Committees

4. Reports of Officers

5. Old and Unfinished Business

6. New Business

7. Adjournments

 

Article VII.    Board of Directors

The business of this organization shall be managed by a Board of Directors consisting of 5 members including the officers of this organization. At least one of the directors elected shall be a resident of the State of New York. The outgoing president shall serve a member of the Board of Directors for a period of one year.

 

The directors to be chosen for the ensuing year shall be chosen at the annual meeting of this organization in the same manner and style as the officers of this organization and they shall serve for a term of one or two years.

 

The Board of Directors shall have the control and management of the affairs and business of this organization. Such Board of Directors shall only act in the name of the organization when it shall be regularly convened by its chairman after due notice to all the directors of such meeting.

 

Three of the members of the Board of Directors shall constitute a quorum and the meetings of the Board of Directors shall be held regularly every two months.

 

Each director shall have one vote and such voting may not be done by proxy.

 

The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary.

 

Vacancies in the said Board of Directors shall be filled by a vote of the majority of the remaining members of the Board of Directors for the balance of the term of office.

 

The President of the organization by virtue of his office shall be Chairman of the Board of Directors. The Board of Directors shall select from one of their members a secretary.

 

A director may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any director. A director may be represented by counsel upon any removal hearing. The Board of Directors shall adopt such rules as it may in its discretion consider necessary for the best interests of the organization, for this hearing.

 

Article VIII.   Officers

The officers of the organization shall be as follows:

• President

• Vice President

• Secretary & Treasurer

 

The above officers shall serve for two years.

 

The President shall preside at all membership meetings.

 

He shall by virtue of his office be Chairman of the Board of Directors.

 

He shall present at each annual meeting of the organization an annual report of the work of the organization.

 

He shall see all books, reports and certificates as required by law are properly kept or filed.

 

He shall be one of the officers who may sign the checks or drafts of the organization.

 

He shall have such powers as may be reasonably construed as belonging to the chief executive of any organization.

 

The Vice President shall in the event of the absence or inability of the President to exercise his office become acting president of the organization with all rights, privileges and powers as if he had been the duly elected president.

 

The Secretary shall keep the minutes and records of the organization in appropriate books.

 

It shall be his duty to file any certificate required by any statute, federal or state.

 

He shall give and serve all notices to members of this organization.

 

He shall be the official custodian of the records of this organization.

 

He may be one of the officers required to sign the checks and drafts of the organization.

 

He shall present to the membership at any meetings any communication addressed to him as Secretary of the organization.

 

He shall submit to the Board of Directors any communications which shall be addressed to him as the Secretary of the organization.

 

He shall attend to all correspondence of the organization and shall exercise all duties incident to the office of Secretary.

 

The Treasurer shall have the care and custody of all monies belonging to the organization and shall be solely responsible for such monies or securities of the organization. He shall cause to be deposited in a regular business bank or trust company a sum not exceeding $1,000.00 and the balance of the funds of the organization shall be deposited in a savings bank except that the Board of Directors may cause such funds to be invested in such investments as shall be legal for a savings bank in the State of New York.

 

He must be one of the officers who shall sign checks or drafts of the organization. No special fund may be set aside that shall make it unnecessary for the treasure to sign the checks issued upon it.

 

He shall render at stated times as the Board of Directors shall determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Directors of such meeting.

 

He shall exercise all duties incident to the office of Treasurer.

 

Officers shall by virtue of their office be members of the Board of Directors.

 

No officer shall for reason of his office be entitle to receive any salary or compensation, but nothing herein shall be construed to prevent an office or director from receiving any compensation from the organization for duties other than as director or officer.

 

Article IX.     Salaries

The Board of Directors shall hire and fix the compensation of any and all persons or corporations which they in their discretion may determine to be necessary in the conduct of the business of the organization.

 

Article X.      Committees

All committees of this organization shall be appointed by the Board of Directors and their term of office shall be for a period of two years or less if sooner terminated by the action of the Board of Directors.

 

The three permanent committees shall be:

1. Maintenance

2. Improvement

3. Nominating

 

Article XI.     Dues

The dues of this organization shall be $300.00 for each lot or tract per annum and shall be payable on the 1st day of May of each year plus any additional assessment as determined by the majority vote of the membership.

 

Article XII.    Amendments

These By-Laws may be altered, amended, repealed, or added to by an affirmative vote of not less than two-thirds members.