Bylaws of the Federation of Vermont Lakes and Ponds

Shadow Lake

Article I

NAME

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

Article II

MISSION AND PURPOSE

MISSION

To preserve and protect Vermont’s lakes, ponds and their watersheds for the benefit of this and future generations.

PURPOSE

  1. Educate the lake and pond associations and the general public on existing and new policies and best management practices.
  2. Advocate to, and educate, public officials and organizations on state-wide water quality and watershed policies that benefit the general public.
  3. Encourage lake and pond associations to share information with each other.

Article III

FISCAL YEAR

The fiscal year of this federation shall begin each year on the first day of January and end on the last day of December.

Article IV

MEMBERSHIP

There are four types of membership in FOVLAP: individual, association, affiliate and student.

  1. Individual: Any person who is a full-time or part-time resident of Vermont is eligible for membership.
  2. Association: Any lake or pond association representing a bona-fide lake or pond is eligible for membership.
  3. Affiliate: Any representative of a business or other organization indicating its support for the mission of FOVLAP is eligible for affiliated membership. Affiliates are eligible to serve on the Board of Directors if elected by the membership.
  4. Student: Any student in high school or at an institute of higher learning is eligible for membership.

VOTING REPRESENTATIVE

  1. Each bona-fide lake or pond association, as defined in the Membership paragraph above, shall designate a single representative to vote on behalf of that association and notify FOVLAP at or before the FOVLAP annual meeting in writing or electronically that said member is authorized to vote the interest of said association.
  2. Lakes and ponds with no association shall have no more than one voting representative upon that person’s payment of individual FOVLAP dues. Property owners within the watershed of such lake or pond will determine who the representative is by whatever method they choose and inform FOVLAP of that decision at least seven days prior to the Annual Meeting.
  3. Affiliates and students shall not be eligible to vote at FOVLAP meetings nor designate a voting representative. However, if affiliates or students are elected or appointed to the FOVLAP board of directors, they do have voting rights on board matters.
  4. A voter registration card is issued to the authorized person. It may be used for that one meeting and any postponement thereof, and must be returned at the conclusion of the meeting and at any postponement thereof.
  5. If any meeting of FOVLAP involves virtual attendance, voting will be by roll call.

DUES

  1. The 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, organization or student may become a member (as defined in Article III – MEMBERSHIP) upon payment of individual or association dues and shall continue as a member for succeeding years provided such dues are current. Directors, officers and auxiliary board members shall pay individual dues prior to the first director’s meeting of the membership period.
  3. Non-board committee members are expected to financially support FOVLAP either through lake/pond association dues or personal dues or donation.

Article V

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 three-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. The President and Treasurer will be up for election in one year, and the Vice-President and Secretary will be up for election in a different year. Officers may serve up to a maximum of two consecutive ELECTED three-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 and emergency meetings as may be required, and have general administration over the affairs of FOVLAP. The President, or a board member chosen by the President, shall be the spokesperson for 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 at a board meeting held no later than February and file the Federal and State tax returns as required. 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 VI

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. An individual (reference Article III) elected or appointed to the Board of Directors must be current in Association dues and remain so for the duration of the term. Officers, Directors and Auxiliary Board members shall pay individual membership dues. All officers and directors shall, annually, sign a Conflict-of-Interest statement and a Code of Conduct statement provided by the board.
  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. Removal. A current officer or director may be removed from the board for cause upon a two-thirds (2/3) vote of all officers and directors attending the board meeting. Notice of such a vote must be sent (mail or electronic) to all board members at least fifteen (15) days prior to such meeting.
  4. 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. That person may then be elected by the voting representatives for a term of up to three years. No person shall serve on the Board of Directors more than eight consecutive years combined without a one-year break in service.  One student may be elected or appointed to serve on the board for one year re-electable for a maximum service of three years.
  5. Meeting of the Board. The Board of Directors shall hold at least four meetings a year including the Annual Meeting in September, one within two months after the Annual Meeting, one for budget approval, and one not later than August before the Annual Meeting. The President or any three other Directors may call additional meetings. Notice of all meetings of the Board, except emergency meetings, shall be given to each Director and each Auxiliary Board Member, either personally or by mail and or e-mail two weeks in advance of the meeting. Emergency meetings may be held as soon as a majority of the board agree to a date and time. Meeting locations should be held at a site convenient for the majority of the board members and/or conducted electronically.
  6. 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.
  7. Quorum of the Board. A majority of Directors shall constitute a quorum for the transaction of business at any Board meeting.
  8. Auxiliary Membership. A person wishing to serve FOVLAP may be appointed by the Board of Directors as an “Auxiliary Member” of the Board of Directors, has no vote on the board and shall serve at the pleasure of the Board of Directors.
  9. Board Members at Sponsored Events. Officers and Directors are expected to attend FOVLAP sponsored events, particularly the annual meeting of FOVLAP and the annual seminar.

Article VII

ANNUAL MEETING

Unless otherwise determined by the Board of Directors, the Annual Meeting shall be held in person and/or electronically on the first Thursday that follows Labor Day in September. At least thirty days prior to the Annual Meeting, or in accordance with Vermont state law regarding advanced notice, notice of the Annual Meeting shall be mailed to all members via US mail and/or electronically. Nominations for the coming year shall be included in this mailing.

Article VIII

All committee members must annually sign Code of Conduct and Conflict of Interest forms.

STANDING COMMITTEES

There are three standing committees that provide direct support on a continual basis to the FOVLAP Board of Directors:

  1. Executive Committee. This committee is chaired by the FOVLAP president and comprises the officers of FOVLAP plus two additional board members chosen by the board at or before the first board meeting after the Annual Meeting. The additional board members, chosen as above, will serve a term of one year on the Executive Committee. This committee meets as necessary and makes decisions between board meetings. It reviews and accepts other proposed items that committees plan to bring to a board meeting such as bylaws changes and the annual budget.  It arbitrates disputes and handles any grievances that might arise (e.g. harassment complaints).
  2.  Nominating Committee. This committee consists of three board members, the chair named by the FOVLAP president. At least one member should have prior experience serving on this committee. The committee will interview potential nominees to verify interest, background and qualifications and will present such documents as necessary (including bylaws and policies) so the potential nominee understands the organization and can determine fit. The committee will then develop a slate of officers and directors in accordance with these bylaws, and present the slate to the board two months before the Annual Meeting. The slate will be available to all members at least 30 days before the Annual Meeting, and the committee chair will present the slate, accept nominations from the floor and run the elections during the Annual Meeting.
  3. Finance Committee. The finance committee, consisting of a minimum of three members, will review finances, review financial procedures, develop the proposed annual budget and suggest audits where appropriate. The Treasurer is automatically a member of this committee, but not chair. The chair must be a member of the board of directors.  Other members need not be board members, but should have a financial background.

Article IX

PERMANENT COMMITTEES

There are eight permanent committees that are established for the immediate benefit of all members. In some cases, the committees’ work results in benefit to all residents of, and visitors to, Vermont. The chair is chosen by the executive committee, and must be a member of the board of directors or auxiliary board. Other committee members may be chosen from the FOVLAP membership. The board of directors will annually determine the number of members needed on each committee. Permanent committees may be added or deleted with the approval of the membership at an annual meeting.

  1. Membership and Recruitment. This committee maintains, or causes to be maintained, a database of members, sends out invitations to potential new members (via mail or electronically), and reminds members in the early spring and summer to renew membership. In addition, members of this committee will attend lake/pond association meetings to promote FOVLAP membership and recruit both individual members and potential FOVLAP board members.
  2. Legislative. This committee monitors legislation introduced into the VT legislature, keeps members informed about pertinent legislation, drafts positions and seeks to testify (with board and/or executive committee approval) on key bills of interest to FOVLAP. The committee chair (or co-chairs) should maintain appropriate contact with committee chairs in the House and Senate.
  3. Events. This committee plans the Annual Meeting and annual Lake Seminar events, and other FOVLAP-sponsored activities, and addresses specific lake issues as they arise.
  4. Website/Social Media Committee. This committee uses a variety of venues available on the web to inform FOVLAP’s constituents and the general public about activities and information pertaining to VT lakes, ponds, and watershed associations. These venues should include the FOVLAP website, Facebook, and other social media as appropriate. Content should include FOVLAP happenings, event notices and summaries, legislative updates, summary meeting minutes, and other information deemed of value to constituents and the general public.
  5. Newsletter Committee. This committee is responsible for developing at least two newsletters each calendar year. Content should include timely information that has been placed on the FOVLAP website as well as stories and pictures that highlight FOVLAP’s mission such as protecting our lakes, ponds, and watersheds or invasive species identification and management. Distribution may be electronic and/or mailing and should be available to all paid up FOVLAP members, ANR, selected legislators and others as appropriate.
  6. Aquatic Invasive Species and Water Quality Committee. This committee focuses on issues related to aquatic invasive species (AIS) and water quality (WQ), particularly developing educational events in conjunction with the Events Committee and developing educational materials related to AIS and WQ to educate, inform, and support lake associations and lakeshore owners in their work on these issues. A member of this committee, chosen by the committee, will serve as an ex-officio member of the Events Committee.
  7. Grants. This committee, with executive committee approval, applies for funds to support the work of FOVLAP and VT lake/pond associations. Such applications will be signed by the FOVLAP President or authorized officer. The committee also oversees administration of the grant or ensures that it is properly administered. This committee also tracks available grants opportunities. All grant applications shall go through this committee.
  8. Scholarships. This committee reviews applications for scholarship funds and provides feedback to the chair for final selection. The majority of the committee members should not be FOVLAP members, thus providing a wider range of viewpoints when reviewing applications.

Article X

AD-HOC COMMITTEES

The president may establish ad-hoc committees to address a specific need that is not covered by a standing or permanent committee. Each such committee can only be established to address a specific need or issue, and is terminated when either the assignment is complete or the president leaves office, whichever comes first. Committee members will be determined by the board and based on the committee’s purpose.

Article XI

LOBBYING AND ADVOCACY

Anyone representing FOVLAP, publicly or in government settings, is not permitted to participate in paid lobbying for or against any matter. A person may advocate for or against a matter as an individual, but cannot speak for FOVLAP on any matter without the approval of the FOVLAP Board of Directors.

Article XII

PARLIAMENT AUTHORITY 

All procedural questions not resolved by the Articles herein shall be determined in accordance with Roberts Rules of Order.

Article XIII

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 IV – 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 by the FOVLAP Membership at the Annual Meeting of July 23, 2007, July 26, 2010 July 25, 2011, July 27, 2015, July 27, 2020, September 9, 2021, September 7, 2023.

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

Contact the Federation at vtlakesandponds@gmail.com