Bylaws
BY-LAWS OF SEKON ASSOCIATION, INC.
A New York Not-for-Profit Corporation
ARTICLE I. NAME AND PRINCIPAL OFFICE
The name of the corporation is SEKON ASSOCIATION, Inc.. The principal office of
the corporation shall be located in the Town of Harrietstown, Franklin County, New
York, either on the premises of the Sekon Lodges Subdivision on Upper Saranac
Lake, or at such other place reasonably convenient thereto as may be designated
from time to time by the Board of Directors.
ARTICLE II. PURPOSES AND POWERS
The purposes of the corporation are to provide for the maintenance, preservation
and control of the common areas, roads, and sanitary sewage systems and other
common facilities within the residential subdivision known as Sekon Lodges on Upper
Saranac Lake in the town of Harrietstown, Franklin County, New York, which common
areas and facilities have been conveyed to the corporation by the Estate of Charles
Vosburgh, the developer of the Sekon Lodges Subdivision, by deed dated April 10,
1990 and recorded in the Franklin County Clerk’s office on August 6, 1990 in Book
547 of Deeds at page 1006.
The corporation has also been formed to promote the health, safety and welfare of
the residents within said subdivision and such additions thereto as may be
hereinafter brought within the jurisdiction of the corporation for such purpose.
In furtherance of such purposes, the corporation shall have power to enforce the
covenants and restrictions contained in the deeds to lots in the Sekon Lodges
Subdivision and shall have the power to perform all of the duties and obligations of
the corporation as set forth in any Declaration of Covenants, Restrictions,
Easements, Charges and Liens applicable to said subdivision which may hereafter
be executed by the owners of property within said subdivision and recorded in the
office of the county Clerk of Franklin County, New York.
The corporation shall have the power and authority to levy and assess charges
against the owners of lots in the Sekon Lodges Subdivision, as follows:
(a) All lot owners shall be assessed in equal shares for the maintenance,
utilities, taxes and insurance in connection with the roads, common parking areas
and the common beach area in the subdivision.
(b) All lot owners who are serviced by or connected to the common sanitary
sewage system shall be assessed in equal shares for the maintenance, utilities,
taxes and insurance in connection with said systems, including the replacement of
said systems as may be from time to time deemed necessary by the Board of
Directors.
ARTICLE III. MEMBERSHIP AND VOTING RIGHTS
The corporation shall have one class of membership. Membership shall be open to
all persons who have a fee simple interest in a lot in the Sekon Lodges Subdivision.
The owner(s) of each lot shall be entitled to one vote, notwithstanding that there are
multiple owners of any lot. Where such ownership is multiple, a majority vote of such
owners shall be necessary to cast any vote to which such owners are entitled. No
person other than an owner of a lot shall be a member of the corporation, and
membership in the corporation shall automatically terminate upon the conveyance of
the member’s lot. The rights of membership and voting may be suspended by the
board of directors with respect to the use of the common facilities and areas and
voting rights in the corporation during the period in which the member’s assessment
are in default.
ARTICLE IV. MEETINGS OF MEMBERS
Section 1. Annual Meetings. The annual membership meeting of the corporation
shall be held on the first Saturday in July each and every year on the premises of
the Sekon Lodges Subdivision, or at such other location in that area as may be
convenient to all of the members.
Section 2. Special Meetings. Special meetings of members may be called at any
time by the President or by the board of directors, or on the written request of five
(5) members.
Section 3. Notice of Meetings. Written notice of each meeting of members shall be
give by the Secretary or the President by mailing a copy of such notice at least ten
days, but not more than thirty days before such meeting to each member entitled to
vote, addressed to the member’s address last appearing on the books of the
corporation or to such other address as the member may have provided to the
corporation for the purpose of receiving notice.
Section 4. Quorum. The presence at the meeting, in person or by proxy, of
members entitled to cast a majority of the votes of the membership shall constitute a
quorum for authorization of any action, except as may be otherwise provided in the
Certificate of Incorporation or these By-Laws. If a quorum is not present at any
meeting, the members entitled to vote thereat shall have power to adjourn the
meeting from time to time, without notice other than announcement at the meeting,
until a quorum is present.
Section 5. Proxies. At all meetings of members, each member may vote in person
or by proxy. All proxies shall be in writing and filed with the secretary. Proxies shall
be revocable and the proxy of any member shall automatically terminate on
conveyance of the owner’s lot.
Section 6. Vote required to Transact Business. When a quorum is present at any
meeting, the vote of a majority of the members present in person or represented by
proxy shall decide any questions before such meeting, except as provided by these
By-Laws.
ARTICLE V. BOARD OF DIRECTORS
Section 1. Number. The affairs of the corporation shall be managed by a Board of
three (3) at large Directors, who shall be members of the corporation. At each
annual meeting, the membership shall elect one such Director.
Section 2. Term of Office. All Directors shall be elected to serve for a term of three
years, or until their successor(s) are elected and qualified.
Section 3. Removal. Any Director may be removed from the board with or without
cause, by a majority vote of the members of the corporation at any duly called
meeting of the members or in writing. Upon the death, resignation or removal of a
director, his or her successor shall be elected by the remaining members of the
board and shall serve for the unexpired term of such Director.
Section 4. Compensation. No Director shall receive compensation for any service
rendered to the corporation. However, any director may be reimbursed for his or her
actual expenses incurred in the performance of official duties.
Section 5. Regular Meetings. Regular meetings of the board of Directors shall be
held as the Board may from time to time determine. The annual and organizational
meeting shall be held immediately following the meeting of members at which they
were elected, and at such meeting the Board shall determine its schedule of
meetings for the ensuring year.
Section 6. Special Meetings. Special meetings of the Board of Directors shall be
held when called by the president of the corporation on ten (10) days’ notice to each
director, either personally or by mail. The President shall call a special meeting at
the request of any two (2) Directors.
Section 7. Quorum and Voting. A majority of the directors shall constitute a
quorum for the transaction of business, and the majority of Directors constituting a
quorum shall be authorized to transact business, except as may be otherwise
specifically provided by these By-Laws. If a quorum shall not be present at any
meeting of Directors, the directors present may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum shall be
present.
Section 8. Powers of the board of Directors. The Board of directors shall have
power to:
(a) Adopt and publish rules and regulations governing the use of the common
areas and facilities.
(b) Suspend the voting rights and right to use of the common areas and facilities
of any member or any owner who shall be in default in the payment of any
assessment levied by the corporation.
(c) Exercise for the corporation all powers, duties and authority vested in or
delegated to the corporation and not reserved to the membership by other
provisions of these By-Laws or the Certificate of Incorporation.
(d) Employ contractors, agents and employees as the Board of Directors
deemed necessary and to prescribe their duties.
Section 9. Duties of the Board of Directors. It shall be the duty of the Board of
Directors to:
(a) Cause to be kept a complete record of all its acts and corporate affairs and
to present a statement thereof to the members at the annual meeting of the
members, or at any special meeting when such statement is requested in writing by
one-fourth of the members who are entitled to vote.
(b) Supervise all officers, agents and employees of the corporation, and to see
that their duties are properly performed.
(c) Fix the amount of the annual or any special assessment against each lot and
to send written notice of each assessment to every owner subject thereto by March 1
and payment is due by May 1st of the calendar year. Such assessments shall be
made pursuant to the provision of these By-Laws, as the same may be from time to
time amended, the Covenants and Restrictions in the deeds to each owner of a
Sekon Lodges lot and any Declaration of Covenants, Restrictions, Easements,
Charges and Liens which may be hereafter executed and recorded.
(d) Procure and maintain adequate liability and hazard insurance on property
owned by the corporation.
(e) Cause the common areas and facilities including, the common sanitary
sewage system, common roads, parking areas and beach to be maintained and
restored and replaced as necessary.
ARTICLE VI. OFFICERS AND THEIR DUTIES
Section 1. Elective officers. The officers of the corporation shall be a president,
vice president, secretary and treasurer, who shall at all time be members of the
Board of Directors, and such other officers as the board may from time to time
determine.
Section 2. Election of Officers. The election of officers shall take place at the
annual and organization meeting of the Board of Directors as set forth herein.
Section 3. Term of Office. The officers of the corporation shall be elected annually
corporation membership to serve for one (1) year or until such person shall sooner
resign or shall be removed or otherwise disqualified.
Section 4. Resignation and Removal. Any officer may be removed from office by
the board at any time with or without cause. Any officer may resign at any time by
giving written notice to the Board, the President or the Secretary.
Section 5. Vacancies. A vacancy in any office may be filled by appointment of the
Board. Such appointment shall be for the unexpired term of the officer replaced.
Section 6. Duties of Officers. Duties of the officers are as follows:
(a) President. The President shall preside at all meetings of the Board of
Directors and at meetings of the members and shall have general and active
management of the business of the corporation. The President shall sign all
contracts and other instruments on behalf of the corporation at the direction of the
Board.
(b) Vice President. The Vice President shall act in the place of the President in
the event of his absence, inability, or refusal to act and shall exercise and discharge
such other duties as may be required of him or her by the Board.
(c) Secretary. The Secretary shall record the votes and keep the minutes of all
meetings and proceedings of the Board and of the members; keep the corporate
seal of the corporation and affix it to all papers so requiring; serve notice of meetings
of the Board and of the members; keep appropriate current records showing the
members of the corporation together with their addresses; and perform such other
duties as may be required by the Board or By-Laws.
(d) Treasurer. The Treasurer shall receive and deposit in the appropriate bank
accounts all funds of the corporation and shall disburse such funds as directed by
resolution of the Board of Directors; shall sign all checks and promissory notes of
the corporation; shall keep proper books of account; shall prepare an annual budget
of the ensuring fiscal year and statement of income and expenditures for the
preceding fiscal year for delivery to each member, and a report of which shall be
given at the annual meeting of members.
ARTICLE VII. BOOKS AND RECORDS; INSPECTION
Books, records and papers of the corporation shall be subject to inspection by any
member during ordinary business hours.
ARTICLE VIII. FISCAL YEAR
The fiscal year of the corporation shall be
_____January________________________ to ____December_____________.
ARTICLE IX. AMENDMENTS
These By-Laws may be amended at any regular or special meeting of members,
by a vote by two-thirds (2/3) of the total members entitled to vote, or by the
written consent of two-thirds (2/3) of the members entitled to vote without a meeting.
Notice of any proposed amendment shall be included in the written notice of any
meeting
at which such amendment shall be considered.
A New York Not-for-Profit Corporation
ARTICLE I. NAME AND PRINCIPAL OFFICE
The name of the corporation is SEKON ASSOCIATION, Inc.. The principal office of
the corporation shall be located in the Town of Harrietstown, Franklin County, New
York, either on the premises of the Sekon Lodges Subdivision on Upper Saranac
Lake, or at such other place reasonably convenient thereto as may be designated
from time to time by the Board of Directors.
ARTICLE II. PURPOSES AND POWERS
The purposes of the corporation are to provide for the maintenance, preservation
and control of the common areas, roads, and sanitary sewage systems and other
common facilities within the residential subdivision known as Sekon Lodges on Upper
Saranac Lake in the town of Harrietstown, Franklin County, New York, which common
areas and facilities have been conveyed to the corporation by the Estate of Charles
Vosburgh, the developer of the Sekon Lodges Subdivision, by deed dated April 10,
1990 and recorded in the Franklin County Clerk’s office on August 6, 1990 in Book
547 of Deeds at page 1006.
The corporation has also been formed to promote the health, safety and welfare of
the residents within said subdivision and such additions thereto as may be
hereinafter brought within the jurisdiction of the corporation for such purpose.
In furtherance of such purposes, the corporation shall have power to enforce the
covenants and restrictions contained in the deeds to lots in the Sekon Lodges
Subdivision and shall have the power to perform all of the duties and obligations of
the corporation as set forth in any Declaration of Covenants, Restrictions,
Easements, Charges and Liens applicable to said subdivision which may hereafter
be executed by the owners of property within said subdivision and recorded in the
office of the county Clerk of Franklin County, New York.
The corporation shall have the power and authority to levy and assess charges
against the owners of lots in the Sekon Lodges Subdivision, as follows:
(a) All lot owners shall be assessed in equal shares for the maintenance,
utilities, taxes and insurance in connection with the roads, common parking areas
and the common beach area in the subdivision.
(b) All lot owners who are serviced by or connected to the common sanitary
sewage system shall be assessed in equal shares for the maintenance, utilities,
taxes and insurance in connection with said systems, including the replacement of
said systems as may be from time to time deemed necessary by the Board of
Directors.
ARTICLE III. MEMBERSHIP AND VOTING RIGHTS
The corporation shall have one class of membership. Membership shall be open to
all persons who have a fee simple interest in a lot in the Sekon Lodges Subdivision.
The owner(s) of each lot shall be entitled to one vote, notwithstanding that there are
multiple owners of any lot. Where such ownership is multiple, a majority vote of such
owners shall be necessary to cast any vote to which such owners are entitled. No
person other than an owner of a lot shall be a member of the corporation, and
membership in the corporation shall automatically terminate upon the conveyance of
the member’s lot. The rights of membership and voting may be suspended by the
board of directors with respect to the use of the common facilities and areas and
voting rights in the corporation during the period in which the member’s assessment
are in default.
ARTICLE IV. MEETINGS OF MEMBERS
Section 1. Annual Meetings. The annual membership meeting of the corporation
shall be held on the first Saturday in July each and every year on the premises of
the Sekon Lodges Subdivision, or at such other location in that area as may be
convenient to all of the members.
Section 2. Special Meetings. Special meetings of members may be called at any
time by the President or by the board of directors, or on the written request of five
(5) members.
Section 3. Notice of Meetings. Written notice of each meeting of members shall be
give by the Secretary or the President by mailing a copy of such notice at least ten
days, but not more than thirty days before such meeting to each member entitled to
vote, addressed to the member’s address last appearing on the books of the
corporation or to such other address as the member may have provided to the
corporation for the purpose of receiving notice.
Section 4. Quorum. The presence at the meeting, in person or by proxy, of
members entitled to cast a majority of the votes of the membership shall constitute a
quorum for authorization of any action, except as may be otherwise provided in the
Certificate of Incorporation or these By-Laws. If a quorum is not present at any
meeting, the members entitled to vote thereat shall have power to adjourn the
meeting from time to time, without notice other than announcement at the meeting,
until a quorum is present.
Section 5. Proxies. At all meetings of members, each member may vote in person
or by proxy. All proxies shall be in writing and filed with the secretary. Proxies shall
be revocable and the proxy of any member shall automatically terminate on
conveyance of the owner’s lot.
Section 6. Vote required to Transact Business. When a quorum is present at any
meeting, the vote of a majority of the members present in person or represented by
proxy shall decide any questions before such meeting, except as provided by these
By-Laws.
ARTICLE V. BOARD OF DIRECTORS
Section 1. Number. The affairs of the corporation shall be managed by a Board of
three (3) at large Directors, who shall be members of the corporation. At each
annual meeting, the membership shall elect one such Director.
Section 2. Term of Office. All Directors shall be elected to serve for a term of three
years, or until their successor(s) are elected and qualified.
Section 3. Removal. Any Director may be removed from the board with or without
cause, by a majority vote of the members of the corporation at any duly called
meeting of the members or in writing. Upon the death, resignation or removal of a
director, his or her successor shall be elected by the remaining members of the
board and shall serve for the unexpired term of such Director.
Section 4. Compensation. No Director shall receive compensation for any service
rendered to the corporation. However, any director may be reimbursed for his or her
actual expenses incurred in the performance of official duties.
Section 5. Regular Meetings. Regular meetings of the board of Directors shall be
held as the Board may from time to time determine. The annual and organizational
meeting shall be held immediately following the meeting of members at which they
were elected, and at such meeting the Board shall determine its schedule of
meetings for the ensuring year.
Section 6. Special Meetings. Special meetings of the Board of Directors shall be
held when called by the president of the corporation on ten (10) days’ notice to each
director, either personally or by mail. The President shall call a special meeting at
the request of any two (2) Directors.
Section 7. Quorum and Voting. A majority of the directors shall constitute a
quorum for the transaction of business, and the majority of Directors constituting a
quorum shall be authorized to transact business, except as may be otherwise
specifically provided by these By-Laws. If a quorum shall not be present at any
meeting of Directors, the directors present may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum shall be
present.
Section 8. Powers of the board of Directors. The Board of directors shall have
power to:
(a) Adopt and publish rules and regulations governing the use of the common
areas and facilities.
(b) Suspend the voting rights and right to use of the common areas and facilities
of any member or any owner who shall be in default in the payment of any
assessment levied by the corporation.
(c) Exercise for the corporation all powers, duties and authority vested in or
delegated to the corporation and not reserved to the membership by other
provisions of these By-Laws or the Certificate of Incorporation.
(d) Employ contractors, agents and employees as the Board of Directors
deemed necessary and to prescribe their duties.
Section 9. Duties of the Board of Directors. It shall be the duty of the Board of
Directors to:
(a) Cause to be kept a complete record of all its acts and corporate affairs and
to present a statement thereof to the members at the annual meeting of the
members, or at any special meeting when such statement is requested in writing by
one-fourth of the members who are entitled to vote.
(b) Supervise all officers, agents and employees of the corporation, and to see
that their duties are properly performed.
(c) Fix the amount of the annual or any special assessment against each lot and
to send written notice of each assessment to every owner subject thereto by March 1
and payment is due by May 1st of the calendar year. Such assessments shall be
made pursuant to the provision of these By-Laws, as the same may be from time to
time amended, the Covenants and Restrictions in the deeds to each owner of a
Sekon Lodges lot and any Declaration of Covenants, Restrictions, Easements,
Charges and Liens which may be hereafter executed and recorded.
(d) Procure and maintain adequate liability and hazard insurance on property
owned by the corporation.
(e) Cause the common areas and facilities including, the common sanitary
sewage system, common roads, parking areas and beach to be maintained and
restored and replaced as necessary.
ARTICLE VI. OFFICERS AND THEIR DUTIES
Section 1. Elective officers. The officers of the corporation shall be a president,
vice president, secretary and treasurer, who shall at all time be members of the
Board of Directors, and such other officers as the board may from time to time
determine.
Section 2. Election of Officers. The election of officers shall take place at the
annual and organization meeting of the Board of Directors as set forth herein.
Section 3. Term of Office. The officers of the corporation shall be elected annually
corporation membership to serve for one (1) year or until such person shall sooner
resign or shall be removed or otherwise disqualified.
Section 4. Resignation and Removal. Any officer may be removed from office by
the board at any time with or without cause. Any officer may resign at any time by
giving written notice to the Board, the President or the Secretary.
Section 5. Vacancies. A vacancy in any office may be filled by appointment of the
Board. Such appointment shall be for the unexpired term of the officer replaced.
Section 6. Duties of Officers. Duties of the officers are as follows:
(a) President. The President shall preside at all meetings of the Board of
Directors and at meetings of the members and shall have general and active
management of the business of the corporation. The President shall sign all
contracts and other instruments on behalf of the corporation at the direction of the
Board.
(b) Vice President. The Vice President shall act in the place of the President in
the event of his absence, inability, or refusal to act and shall exercise and discharge
such other duties as may be required of him or her by the Board.
(c) Secretary. The Secretary shall record the votes and keep the minutes of all
meetings and proceedings of the Board and of the members; keep the corporate
seal of the corporation and affix it to all papers so requiring; serve notice of meetings
of the Board and of the members; keep appropriate current records showing the
members of the corporation together with their addresses; and perform such other
duties as may be required by the Board or By-Laws.
(d) Treasurer. The Treasurer shall receive and deposit in the appropriate bank
accounts all funds of the corporation and shall disburse such funds as directed by
resolution of the Board of Directors; shall sign all checks and promissory notes of
the corporation; shall keep proper books of account; shall prepare an annual budget
of the ensuring fiscal year and statement of income and expenditures for the
preceding fiscal year for delivery to each member, and a report of which shall be
given at the annual meeting of members.
ARTICLE VII. BOOKS AND RECORDS; INSPECTION
Books, records and papers of the corporation shall be subject to inspection by any
member during ordinary business hours.
ARTICLE VIII. FISCAL YEAR
The fiscal year of the corporation shall be
_____January________________________ to ____December_____________.
ARTICLE IX. AMENDMENTS
These By-Laws may be amended at any regular or special meeting of members,
by a vote by two-thirds (2/3) of the total members entitled to vote, or by the
written consent of two-thirds (2/3) of the members entitled to vote without a meeting.
Notice of any proposed amendment shall be included in the written notice of any
meeting
at which such amendment shall be considered.
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