CLPA ByLaws
Canobie Lake Protective Association
Amended from the April 26, 1981 Bylaws
Bylaws as of November 7, 2021
Article I.
General
The name of this association shall be the Canobie Lake Protective Association
Section 1
The purpose of the Canobie Lake Protective Association (CLPA) is to help protect, preserve, and improve the quality of Canobie Lake and the surrounding watershed, while maintaining and supporting the interests of lake users and watershed property owners.
Section 2
The Objectives for which this association is established are:
(1) To inform and educate residents of the Canobie Lake watershed and other citizens, associations and agencies about the lake’s importance, its problems, and possible problem abatement alternatives.
(2) To promote wise land use and property management within the watershed, and to promote good water quality, quantity and level.
(3) To develop organizational relationships with other groups sharing similar objectives.
(4) To organize Canobie Lake watershed residents in order to accomplish the objectives contained herein.
(5) To take or encourage any other action necessary to insure the protection of the waters and watershed of Canobie Lake.
Article II
Membership
Section 1
Membership in the CLPA is open to all persons who support the purpose of the association (Article 1, Section 1). A person may become a member by signing a membership application and by paying the annual dues.
Section 2
The amount of the annual dues shall be set at the CLPA Annual Meeting.
Article III
Board of Directors
Section 1
The Board of Directors of the CLPA shall consist of three Officers and four Directors, each of whom shall be members of the CLPA. The Officers shall be: a President, Secretary and Treasurer. They shall reside in either Windham or Salem. Two of the Directors shall reside in Windham, and two Directors shall reside in Salem.
Section 2
The Officers and Directors shall be elected at the CLPA Annual Meeting and shall serve for a term of two (2) years. In case they are not re-elected or replaced at the end of their term, (which could occur if a quorum is not present at the Annual Meeting, for example) they shall continue to serve until replaced by duly elected members. No officer shall hold more than one office at a time. A vacancy in the office of the President, Director, Secretary or Treasurer shall be filled for the unexpired term of the office by appointment of the President, subject to approval by a majority of the Board of Directors.
Section 3
The policy making decisions of this association shall be vested in the Board of Directors which shall have charge, control and management of the property, affairs, and funds of this association; shall fill vacancies among officers for unexpired terms, and shall have the power and authority to do and perform all acts not inconsistent with these bylaws, and/ or the laws of the United States or the State of New Hampshire.
Section 4
Any single expenditure exceeding Five Hundred Dollars ($500.00) needs to be approved by the Board of Directors, by a simple majority of those present and voting.
Section 5
Any single expenditure exceeding One Thousand Dollars ($1,000.00) needs to be approved by the Board of Directors, by a simple majority of those present and voting, with an immediate notice afterward to all members by e-mail, hand delivery or postal mail.
Section 6
Any single expenditure exceeding Five Thousand Dollars ($5,000) must be approved by a simple majority of the members present and voting at any Annual or Special Meeting.
Article IV
Officers
Section 1
The President shall preside at all meetings of the CLPA and of the Board of Directors. In addition to the duties assigned in these bylaws, the President shall perform such other duties as required of him/her by the membership or by the Board of Directors.
Section 2
The President shall appoint one member of the Board of Directors to be the President pro tem. The President pro tem shall act as the President in the absence of the President.
Section 3
The President shall be an ex-officio member of all committees.
Section 4
The President shall have the authority to sign and execute on behalf of the association all documents necessary to carry out the decisions of the Board of Directors.
Section 5
In the absence of the President and the President pro tem, the Secretary or Treasurer may call a meeting of the Board of Directors and, with the approval of the Board, may temporarily perform the duties of the President.
Section 6
The Secretary of the association shall attend and record the actions of all meetings and shall keep all records of the CLPA, except those pertaining to the office of the Treasurer. In addition to the duties assigned in these bylaws, the Secretary shall perform such other duties as shall be requested by the President and by the Board of Directors.
Section 7
The Treasurer shall have custody of the funds of the association, receive all monies belonging to the CLPA and shall deposit such monies in depositories approved by the Board of Directors. The Treasurer shall keep a true and accurate accounting of all transactions, shall disburse the funds of the CLPA in accordance with the decisions of the Board of Directors, and shall render an account of the financial state of the CLPA at the Annual Meeting. An audit by a minimum of two (2) Board members shall be performed annually. The Treasurer shall submit all annual records to a CLPA accountant, if any. The Treasurer shall prepare any required IRS filings, and submit them to the IRS
Section 8
The Treasurer shall assure that the association complies with the NH reporting requirements regarding its “Non-Profit”, 501 (c) (3) “Charitable Trust” obligations in the State of New Hampshire, as well as any other legal reporting requirements annually, or when requested by state or other federal agencies.
Article V
Committees
Section 1
Committees shall be appointed as necessary by the President with the approval of the Board of Directors. The President shall serve as an ex-officio member of all committees.
Section 2
No action by any committee, or individual committee member, shall be binding upon the association until such action has been ratified by a majority vote of the Board of Directors.
Section 3
Committees shall be discharged by the President when their work has been completed and their reports reviewed by the Board of Directors.
Article VI
Meetings of the Association
Section 1
The Annual Meeting of the CLPA shall be held on the 1st Saturday in August, or as close to that date as is practical, at a time and place designated by the Board of Directors. Notice of the Annual Meeting shall be given at least 21 days prior to the meeting date.
Section 2
A Special Meeting of the CLPA may be called by the President or the Board of Directors. Upon receipt of a petition of any ten members, the Board of Directors shall call a Special Meeting to be held within 60 days of receipt of the petition. Notice of a Special Meeting shall be given at least 21 days prior to the meeting date. The purpose of this meeting shall be clearly stated in the notice.
Section 3
A quorum for a meeting of the association shall consist of 20% of the membership. All who are members as of fourteen days before the announced meeting date, and anyone who has been a member within the previous 5 years and who applies and pays dues by the meeting date, are considered members for the purpose of a quorum, and for voting.
A majority of members present and voting shall constitute authority for the transaction of business.
Section 4
Between meetings of the members, the management of the affairs of the CLPA is vested in the Board of Directors.
Section 5
Meetings of the CLPA shall be conducted in accordance with Roberts Rules of Order. If there is an inconsistency between Roberts Rules and the Bylaws of the association, the Bylaws will govern.
Article VII
Meetings of the Board of Directors
Section 1
The Board of Directors shall meet on an as needed basis decided by the President or a majority of the Board.
Section 2
A majority of the Board of Directors shall constitute a quorum for conducting official business.
Section 3
Meetings of the Board shall be conducted in accordance with Roberts Rules of Order. If there is an inconsistency between Roberts Rules and the Bylaws of the association, the Bylaws will govern.
Article VIII
Elections
Section 1
The Board of Directors shall serve as a nominating committee and shall present a slate of candidates for the officer and director positions at any Annual Meeting where elections are to be held.
Section 2
Any member who wishes to run for an officer or director position shall notify the Board of Directors at least 15 days prior to the Annual Meeting.
Section 3
The Board of Directors shall post the list of candidates at least 7 days prior to the Annual Meeting.
Write-in candidates and nominations at the time of the meeting are not permitted.
Article IX
The fiscal year
Section 1
The fiscal year of the CLPA shall be January 1 to December 31.
Article X
Amendments to the Bylaws
Section 1
These Bylaws may be amended or revised by the affirmative vote of a majority of the CLPA membership present and voting at any annual or special meeting of the CLPA, provided that notice of the proposed amendment(s) is given to the membership at least twenty one (21) days prior to the meeting at which it is to be acted upon.
Section 2
Amendment(s) may be proposed by the Board of Directors.
Section 3
Any ten members may submit a petition to amend the Bylaws to the Board of Directors. The Board shall include the petitioned amendment(s) in the notice for the next Annual Meeting. Petitioned amendments may only be acted upon at the next Annual Meeting.
Article XI
Dissolution
Section 1
A vote of sixty six %( 66%) of the current membership in favor of dissolution of the Association & the Corporation is required to dissolve.
Section 2
Upon the dissolution of the CLPA, assets shall be distributed for one or more purposes within the meaning of the section 501 (c) (3) of the Internal Revenue Service Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or local government, for a public purpose.