ARTICLE I. NAME

The name of this non-profit organization shall be the Snow Pond/Messalonskee Lake Association, Inc. The lake and the Association are located in Sidney, Oakland and Belgrade, Maine.

ARTICLE II. PURPOSE

The purpose of the Association is to preserve and protect the natural character, enhance the water quality, educate and promote responsible use of the lake for the benefit of all.

ARTICLE III. MEMBERSHIP

Membership for one fiscal year, January 1 to December 31, is open to any dues-paying person or organization concerned with the well being of the lake and interested in the purposes of the Association

ARTICLE IV. BOARD OF DIRECTORS

Section A. There shall be a Board of Directors to govern the Association, consisting of twelve members elected from among the general membership and five elected officers.

Section B. Four Directors shall be elected at the Association's annual meeting to serve three year terms. Terms shall be three years in length.

Section C. The Association shall strive to maintain a minimum of at least two members of the Board of Directors from each of the towns of Sidney, Oakland and Belgrade.

Section D. Five voting directors shall constitute a Board of Directors meeting quorum.

Section E. The Board of Directors meetings shall be open to the Association members.

Section F. A director who shall be absent from a directors meeting may appoint another Association member to act as a non-voting alternate on his/her behalf at that meeting. The alternate shall not be considered part of the quorum.

Section G. A director may vote on any motion by mail (electronic or otherwise).

Section H. A Board member may be asked to resign due to excessive unexcused absences (3 or more), inappropriate behavior or lack of participation. A 2/3 majority present at a Board meeting can by vote remove a Board member. Those members of the Board who are part time residents (summer residents) are excused from meetings when they are not in residence.

ARTICLE V. OFFICERS

Section A. The officers of the Association shall be the President, Vice President, Second Vice President, Secretary and Treasurer.

Section B. All officers shall serve terms of two years.

Section C. The officers shall be elected by the general membership of the Association at the Annual Meeting.

Section D. The President and Treasurer shall be elected on odd-numbered years and the Vice Presidents and Secretary shall be elected on evennumbered years.

ARTICLE VI. DUTIES OF THE OFFICERS

Section A. The President shall preside at general membership and Board of Directors meetings, supervise all Association affairs and, with the approval of the Board of Directors, appoint committee chairs. The President shall have voting power only in the event of a tie vote among the Board of Directors. The President shall be responsible for ensuring the timely publication of the Association newsletter.

Section B. The President's actions are subject to the approval of a majority of the directors of the Association.

Section C. The President shall sign and make all contracts and agreements on behalf of the Association or may empower a specific director of the Association to act in the Association's behalf. The President shall ensure that a registry of members and notices of meetings are issued.

Section D. The Vice President shall have, in the absence or inability of the President to perform his/her duties, the same powers and limitations of the President. The second Vice President will perform the duties of any officers who are absent from a meeting.

Section E. The Secretary shall keep a record of Association business transacted at all meetings, take roll call of Association members at meetings.

Section F. The Treasurer shall receive all monies due the Association, make disbursements greater than $200.00, approved by the Board, maintain appropriate records and file appropriate reports, including an annual report to the general membership on the financial condition of the Association. The Treasurer shall have the authority to authorize checks up to $200.00 without Board approval, to cover routine expenses, e.g. costs for production of the newsletter, post office box rental and insurance expenses.

ARTICLE VII. NOMINATIONS

Section A. A nominating committee shall be elected at the annual meeting by the Board of Directors.

Section B. The nominating committee shall present the slate for all vacancies and for the next year's nominating committee

Section C. The nominating committee shall place in nomination candidates for vacancies in the Board of Directors and all offices. The committee shall consist of two members of the Board of Directors and three members from the general membership. The proposed slate of nominees shall be submitted to the membership in the Annual Newsletter prior to the Annual Meeting. In the event that three members from the general membership can not be found to serve on the nominating committee (considered an emergency situation), the Board of Directors present a slate of candidates, approved by a quorum, which may be appended by nominations or volunteers from the general membership at the annual meeting.

Section D. Additional nominations shall be open for additional willing candidates and should be submitted to the Secretary of the Board in writing prior to the Annual Meeting.

Section E. Vacancies in the Board and/or among the officers occuring between annual meetings shall be filled through election by the remaining directors and officers.

ARTICLE VIII. MEETINGS

Section A. The Association's Annual Meeting will normally be held in July at the discretion of the Board of Directors. An agenda will be presented to the general membership prior to the official start of the Annual Meeting.

Section B. The President, Directors or Association members may request a special meeting of the general membership by written notice, at least one week in advance of the meeting. This meeting must be approved by a majority of the Board of Directors.

Section C. Board Meetings shall be held at least three times per year. Reports from all committees are to be presented at these meetings. Special meetings of the Board may be held as business necessitates with adequate notice given to insure quorum requirements are met.

Section D. Motions shall be signed by a majority vote at all Association Meetings with the exception of amendments to the Bylaws by two-thirds vote provided that previous notice of the amendment was given to all members at least eight days in advance.

Section E. "Robert's Rules of Order" shall be used to provide for the orderly discussion of business at all Association meetings.

ARTICLE IX. DUES

Section A. Dues schedule levels will be reviewed at the Annual Meeting.

Section B. Dues shall not be pro-rated.

ARTICLE X. VOTING RIGHTS

Section A. Those persons who have attained membership in the Association by paying their dues in full prior to the start of the Association's Annual Meeting shall secure one vote per membership.

Section B. Organizations that are members shall have one vote.

Section C. Minimum voting age shall be sixteen years of age.

ARTICLE XI. COMMITTEES

Section A. Committees may be formed and chairs appointed by the President as needs of the Association require.

Section B. Membership on committees is open to the Association's general membership and to interested non-members who may possess special expertise beneficial to the Association's purposes.

Section C. There will be one standing committee, the lake monitoring committee

Section D. Additional standing committees may be added by a majority vote of the Board of Directors as need may require.

ARTICLE XII. AMENDMENTS

Bylaws may be amended by a two-thirds majority vote of members present at all annual meetings.

ARTICLE XIII. COMPENSATION

The Officers and Directors of the Association shall serve without pay, but may be reimbursed actual expenses, incurred on behalf of the Association, while conducting approved Association business with submission of proper documentation.

ARTICLE XIV. EMERGENCY PROVISION

The Board of Directors shall have the power to act to preserve the existence of the Association in "emergency" situations provided that their intent is in accordance with Article II of these Bylaws.

Amendended: 7/94, 7/99, 7/00, 7/01, 7/03