Boone Lake Association

Cleaning Boone Lake Since 1983



By-Laws of the Boone Lake Association


​Article I: Office

​The principal office of the Boone Lake Association shall be located at P.O. Box 111, Piney Flats, Tennessee, 37686. The Association may have such other offices, either within or without the state of incorporation as the Board of Directors may designate or as the business of the Association may from time to time require.
Article II: Purpose
The Boone Lake Association is a non-profit 501 (c) (3) corporation comprised of members from industry, municipalities, businesses and concerned citizens. Our goal is to continuously improve the water quality of the lake so that all people may enjoy its serenity and beauty.
​Article III: Membership
Section 1. Membership Application
Applications for membership shall be made on such form as may be approved by the Board of Directors. Application with the appropriate dues shall be forwarded to the Association Treasurer.
Section 2. Fiscal Year
The fiscal year of the Association shall begin on 1 January and end on 31 December of each year.
Section 3. Dues
Annual dues shall be fixed from time to time by the Board of Directors and shall be paid in advance. Dues must have been paid for a member to be in good standing.
Section 4. Voting
Each member in good standing shall be entitled to one vote at all membership meetings.
Section 5. Meetings
Meetings of the membership shall be held at a time and place prescribed by the Board of Directors. Special meetings of the membership may be called as required; and notice of such meetings, and the time and place thereof, and the purposes therefore shall be given to all members through their preferred method of contact (e.g., postal mail, email, phone call, SMS message, etc.).
Section 6. Quorum
The members present at the Annual Meeting of the members shall constitute a quorum.
Article IV: Board of Directors
​Section 1. General Powers
The business and affairs of the Association shall be managed by its Board of Directors.
Section 2. Numbers and Tenure
The number of Directors of the Association shall be twelve to fifteen with each member having one seat on the Board. The members of the Board of Directors shall consist of the Officers of the Association plus six to nine Directors-at-Large. Each member of the Board of Directors shall serve a one-year term, unless re-elected for future terms or elected to an office requiring a multi-year commitment.
Section 3. Election
Directors shall be members of the Association and must be at least twenty-one years of age. The members of the Board shall be elected by a majority of the votes cast at the Annual Meeting of the members. If the election of the Directors shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Each Director shall hold office until his/her successor has been elected.
Section 4. Regular Meetings
Meetings of the Board of Directors may be held monthly. The Board shall designate the time and place of each meeting.
​Section 5. Special Meetings
Special meetings of the Board of Directors may be called by, or at the request of, the President or any three (3) Directors. The person or persons authorized to call special meetings of the Board of Directors may fix the place and time of the meeting. Notice of any special meeting shall be given at least ten (10) days prior thereto by preferred method of contact to each Director specified in Article III, Section 5.
Section 6. Quorum and Voting
A majority of the Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Each Director shall have one vote.
Section 7. Policy Changes
​The Board of Directors shall have the powers and duties necessary for the administration of the affairs of the Association.
​Section 8. Vacancies
Any vacancy in the Board of Directors may be filled by affirmative vote of a majority of remaining Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor.
Section 9. Removal of Directors
Any or all of the Directors may be removed by a majority of vote of the members; and a Director may be removed by a majority of vote of the entire Board of Directors.
Section 10. Order of Business
​The order of business at any meeting shall be:
1.      Proof of due notice of the meeting where notice is required
2.      Reading and approval of previous month’s meeting minutes and Treasurer’s report
3.      Reports of Officers and Committees
4.      Unfinished Business
5.      New Business
​6.      Adjournment
Section 11. Annual Audit
There shall be an annual audit for each fiscal year (1 January – 31 December) within three months of the close of the fiscal year (i.e., by 31 March).
Article V: Officers
Section 1. Titles
​The Officers of the Association shall be:
(1) a President (who also serves as Chairperson of the Board of Directors);
(2) a 1st Vice President;
(3) a 2nd Vice President;
(4) a Secretary;
(5) a Treasurer; and
​(6) an Assistant Treasurer.
Section 2. Election and Term of Officers
The Officers of the Association shall be elected by the members at the Annual Meeting of the membership. If the election of Officers cannot be held at such meeting, the election shall be held as soon thereafter as convenient. Each Officer shall hold office until a successor has been elected. The 2nd Vice President shall serve a three-year term to be re-elected annually. The first year he/she will serve as 2nd Vice President, the second year he/she will serve as 1st Vice President and the third year he/she will serve as President of the Association. The 1st Vice President shall serve a two-year term to be re-elected annually. The first year he/she will serve as 1st Vice President and the second year he/she will serve as President of the Association. The Assistant Treasurer shall serve a two-year term to be re-elected annually. The first year he/she will serve as Assistant Treasurer and the second year he/she will serve as the Treasurer of the Association.
Section 3. Removal
Any or all Officers may be removed by a majority vote of the membership; and, may be removed by a majority vote of the entire Board of Directors.
Section 4. Vacancies
A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by affirmative vote of a majority of remaining Directors.  An Officer elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor.
Section 5. Duties
a.     The President shall preside at all meetings of the Board of Directors, shall sign, together with the Treasurer or any other Officer designated by the Board, any contracts, leases, or any other instruments authorized by the Board. The President shall appoint the chairperson and the members of all committees as needed and shall be an ex-officio member of all appointed committees.
b.     The 1st Vice President shall perform the duties of the President in the absence or illness of the latter. The 1st Vice President shall be co-chairperson of the Annual Boone Lake Cleanup and shall have such other powers and perform such other duties as may be assigned by the President. The 1st Vice President shall succeed to the office of President.
c.     The 2nd Vice President shall perform the duties of the 1st Vice President in the absence or illness of the latter. The 2nd Vice President shall serve as co-chairperson of the Membership Committee and shall have such other powers and perform such other duties as may be assigned by the President. The 2nd Vice President shall succeed to the office of 1st Vice President.
d.     The Secretary shall keep permanent records of the meetings, a current roll of the members together with their attendance at the meeting, and shall provide the President and other Directors copies of the minutes after each meeting.
e.     The Treasurer shall (A) have charge and custody of and be responsible for all monies, funds, records and securities of the Association; (B) deposit all such monies in the name of the Association in such bank, trust companies, or other depositories as shall be selected in accordance with the provisions of Article VI of these Bylaws; (C) keep an accurate accounting of all receipts and expenditures in accordance with sound accounting of all reports and financial condition of the Association; (D) Present a report at the monthly Board of Directors meeting; (E)prepare the annual IRS Report unless assigned to another Officer or Director; (F) present all records for audit as soon as possible following the end of the fiscal year.
f.        The Assistant Treasurer shall serve as the Treasurer for the Annual Boone Lake Cleanup and shall perform such additional duties as may be assigned by the President or Treasurer. The Assistant Treasurer shall succeed to the office of Treasurer.
Article VI: Contracts, Loans, Checks and Deposits
Section 1. Contracts
The Board of Directors may authorize any Officer or Officers, Agent or Agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association. Such authority may be general or confined to specific instances.
Section 2. Loans
No loans shall be contracted on behalf of the Association and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 3.Checks, Drafts, etc.
All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Association shall be signed by the President or Treasurer of the Association.
Section 4. Deposits
​All funds of the Association shall be deposited in such banks, trust companies or other depositories as the Board of Directors may select. 
Article VII: Indemnity of Officers and Directors
Each Director and Officer shall be indemnified by the Association against liabilities, fines, penalties and claims imposed upon or asserted against him/her (including amounts paid in settlement) by reason of having been a Director or Officer of the Association whether or not then continuing so to be; and against all expenses (including legal fees) reasonably incurred in connection therewith, except in relation to matters which shall have been adjudged to be liable by reason of having been guilty of gross negligence or willful misconduct in the performance of duty as Director or Officer. In the event of any other judgment against any Director of Officer, or in the event of a settlement, the indemnification shall be made only if the Association shall be advised by the Board of Directors, and otherwise by independent counsel to be appointed by the Board of Directors, that such Director or Officer was not guilty of gross negligence or willful misconduct. And, in the event of settlement, that such settlement is in the best interest of the Association. If the determination is to be made by the Board of Directors it may rely, as to all questions of law, on the advice of independent counsel. 
Article VIII: Bylaw Amendments
These Bylaws may be amended, repealed or altered, in whole or in part, by vote of a majority of the entire Board of Directors. 
Article IX: Dissolution
​In the event of liquidation or dissolution of the Association, whether voluntary or involuntary, the balance of all money and other property received by the Association from any source, after the payment of all debts and obligations of the Association, shall be used or distributed exclusively to charitable, scientific or educational organizations as designated by a majority vote of the Board of Directors; which would then qualify under the provisions of Section 501 (c) (3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended.

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