Bylaws

ByLaws of the Federation of Vermont Lakes and Ponds, Inc.

Article I

NAME

The name of this organization shall be The Federation of Vermont Lakes and Ponds, Inc. also

known as FOVLAP.

Article II

PURPOSE

1. To perform all acts appropriate to a non-profit Federation dedicated to the

conservation, and environmental quality of our Lakes and Ponds.

2. To pursue policies and purposes where fitting and feasible with State, County, and Local

Governments for the benefit of our membership and the general public.

Article III

MEMBERSHIP

Any bona-fide, active Lake or Pond Association, which is partially or completely within the

borders of Vermont is eligible for membership. Such a Lake or Pond Association shall have one

vote at all business meetings of FOVLAP. Lakes and Ponds with no Association shall have no

more than one voting representative upon payment of Association dues. Any individual, or

representative of a business adhering to the purpose of FOVLAP is eligible for Affiliated

membership and will receive FOVLAP benefits but not voting rights. Affiliates are eligible to

serve on the Board of Directors if elected by the membership and have voting rights on Board

matters.

VOTING REPRESENTATIVE

Each bona-fide Lake or Pond Association shall designate a single representative to vote on

behalf of the Association and certify in writing that said member is authorized to vote the interest

of said Association. Individual FOVLAP members shall not be eligible to designate a voting

representative.

DUES

1. Membership Period shall be from January 1 to December 31 of each year.

2. The annual dues shall be fixed from time to time by the Board of Directors. Any Association,

person or business may become a member (as defined in Article III – MEMBERSHIP) upon

payment of annual dues and shall continue as a member for succeeding years provided annual

dues for each such succeeding year are paid on or before the Annual Meeting of such year.

Article IV

OFFICERS

1. List of Officers. The Officers of FOVLAP shall be a President, a Vice-President, a Treasurer

and a Secretary.

2. Election of Officers. Election of officers at the Annual Meeting is for a two-year term. Any

vacancy in these offices shall be temporarily filled by a vote of the Board of Directors. A person

elected or appointed as an Officer must be current in Association dues and remain so for the

duration of the term.

3. Term of Officers. Terms for officers will rotate on the odd and even numbered years. President

and Treasurer will be up for election in even numbered years and the Vice-President

and Secretary will be up for election in odd numbered years. Officers may serve up to a

maximum of two consecutive ELECTED two-year terms.

4. Duties of the President and Vice-President. The President of FOVLAP shall preside at all

meetings of the membership and the Board of Directors, call special meetings as may be

required, and have general administration over the affairs of FOVLAP The President shall be an

ex-officio member of all committees. The Vice-President shall assist the President in all matters

wherever called upon and preside over meetings in the President’s absence.

5. Duties of the Treasurer. The Treasurer shall have custody of the funds of FOVLAP, shall

receive dues and make disbursements as directed, and make a financial report at all Board

meetings and to the membership at the Annual Meeting. The Treasurer shall prepare the annual

budget for approval by the Board and file the Federal and State tax returns as required for

FOVLAP. The Treasurer shall compile a Biennial Report, which must be filed as required by the

Secretary of State.

6. Duties of the Secretary. The Secretary shall take minutes of all meetings, have custody of all

records of FOVLAP, except financial, and provide for all communications either among the

members or to outside parties.

Article V

BOARD OF DIRECTORS

1. Composition. The Board of Directors shall consist of the Officers and nine Directors. Officers

are in addition to the nine members elected to the Board of Directors and shall be voting

members of the Board. A person elected or appointed to the Board of Directors must be current

in Association dues and remain so for the duration of the term. Officers and Directors are

encouraged to pay individual membership dues.

2. Term of Office. Directors shall be elected for a term of three years, one-third of the full Board

being elected each year at the Annual Meeting. A Director having been ELECTED to two

consecutive three-year terms may not serve again until one year has elapsed.

3. Vacancies on the Board of Directors. Vacancies on the Board of Directors may be temporarily

filled by appointment with a majority vote of the remaining Officers and Directors until

successor is elected at the next Annual Meeting. No person shall serve on the Board of Directors

more than eight consecutive years combined without a one year break in service.

4. Meeting of the Board. The Board of Directors shall hold at least three meetings a year

including the Annual Meeting in July. One meeting shall be held in June before the Annual

Meeting and one within two months after the Annual Meeting. The President or any three other

Directors may call additional meetings. Notice of all meetings of the Board shall be given to

each Director, either personally or by mail and or e-mail two weeks in advance of the meeting.

Meeting locations should be held at a site convenient for the majority of the board members.

5. Authority of the Board. The Board is empowered to manage the affairs of FOVLAP, subject to

such restrictions as may be specifically imposed by the FOVLAP membership. It is authorized to

vote the expenditure of FOVLAP funds as may be required.

6. Quorum of the Board. A majority of Directors shall constitute a quorum for the transaction of

business at any Board meeting.

Article VI

ANNUAL MEETING

Unless otherwise determined by the Board of Directors, the Annual Meeting shall be held midstate

on the fourth Monday in July. At least three weeks advance notice of the Annual Meeting

shall be mailed to all members via US mail and/or email. Nominations for the coming year

should be included in this mailing.

Article VII

EXECUTIVE COMMITTEE

The Executive Committee shall consist of FOVLAP Officers and two Directors appointed by the

President at the Annual Meeting. The responsibility of this committee shall be to make day-today

decisions that may occur throughout the year in accordance with the purposes of FOVLAP

and arrange for an Annual Audit of financial records. The committee shall have an acquaintance

with and representation in matters that concern the membership during State Legislative

sessions.

Article VIII

NOMINATING COMMITTEE

At least ninety days prior to each Annual Meeting the President shall appoint a Nominating

Committee consisting of three members of FOVLAP, at least one being a Director or Officer

who shall act as chairperson. The purpose of this committee is to select such number of nominees

as are to be elected at the upcoming Annual Meeting. The chairperson of the Nominating

Committee shall present a slate of nominees for election at the Annual Meeting where additional

nominations may be made from the floor. Officers and Directors shall be elected by the votes of

a plurality of the members voting.

Article IX

AD-HOC COMMITTEES

The President shall appoint Committees from the Board of Directors and the membership as

required.

Article X

PARLIAMENT AUTHORITY

All procedural questions not resolved by the Articles herein shall be determined in accordance

with Roberts Rules of Order.

Article XI

AMENDMENTS

These By-laws may be amended by a two-thirds vote of the members attending the Annual

Meeting and eligible to vote as prescribed in Article III – MEMBERSHIP, provided that notice of

the proposed amendment or amendments accompanies the call for the meeting. Unless otherwise

provided in the amendment, an amendment to the By-laws shall take effect immediately.

Adopted at the Annual Meeting, July 23, 2001; Amended July 23, 2007, July 26, 2010 July 25,

2011, July 27, 2015

The Federation of Vermont Lakes and Ponds, Inc. | P.O. Box 766 | Montpelier, VT 05601

Contact the Federation us at fovlap@vermontlakes.org