Bylaws Kempshall Mountain Club
Article 1: General
Section 1. Name. The name of the organization is Kempshall Mountain Club Inc., (“Club”).
Section 2. Purpose.
1. The purpose of this organization shall be conservation and the enjoyment of wildlife, fish and forests in the vicinity of Long Lake in Hamilton County, New York and portions in Newcomb, Essex County, New York with special interest in lands leased by this club from Upper Hudson Woodlands ATP, LP, a Delaware limited partnership (Lessor) or its successor.
2. The club may also promote legislation for the purpose stated in Article 1, Section 1.
3. The club will seek full enforcement of fish and game laws and regulations.
4. The club will encourage cooperation and cordiality among its members.
5. The club will strive to coordinate its activities with state, regional and national conservation organizations to achieve its goals as stated in this article.
Article 2: Membership
Section 1. Categories of Membership.
1. Full active – Any member who pays for a one-year membership. Full active membership includes member and immediate family (defined as his/her children, spouse and parents). This membership includes one guest pass at no additional cost. This permits the member to bring one non-member guest at a time on the club’s leased land throughout the club year. The guests must be accompanied by the member. Only one guest privilege is allowed per member although the guest may vary from visit to visit. Only full active members in good standing will have voting privileges.
2. Summer – Summer membership runs from Memorial Day to Labor Day weekend of the current year. Membership includes family privileges and guest pass. Summer members do not have voting privileges.
3. Winter – Winter membership runs from January 1 to April 1 of the current year. Membership includes family privileges and guest pass. Winter members do not have voting privileges.
Section 2. Dues.
1. Dues and assessments will be set by the officers and directors of the Club with the concurrence of two-thirds of the members in good standing present at a meeting, provided members receive notice of the meeting and of its purpose at least ten (10) business days before such meeting. Dues will be set every twelve months and payable as specified; assessment will be payable as specified. Only members who have paid all their current dues and assessments will be granted access to club land and permitted to attend meetings. Only full active members are eligible to vote at such meetings.
2. Membership year for each member will be determined by the member’s acceptance in the club and initial dues payment. Full-time membership runs from September 1 to August 31 of each year. Annual membership dues are due on August 1st of each year. Any member who joins in September their dues will be payable at that time. Any full-time member who joins after September, their dues will be pro-rated based upon the quarter in which they joined, from that point forward their annual dues will be due on August 1st of each year.
3. Charges to misconduct by a member or members which is considered detrimental to the Club or in violation of the Club’s purpose as stated in Article 1 must be made in writing to the President of the Club, who shall inform all other Club officers and directors of the charges. The President shall undertake an investigation and share the findings with all officers, directors and charged individuals. The accused member or members shall be given a reasonable amount of time to present to the President information explaining or denying the charges. The President shall share this information with all officers and directors. With their advice and counsel, the President shall then exonerate or suspend or expel the charged member or members. No portion of dues or assessments already paid by members so expelled or suspended will be refunded.
4. No member who is delinquent in any financial obligation to the Club, such as dues or assessments or campsite rentals, is permitted to build or own or occupy a cabin on Club land. Any a member who is so delinquent and owns a cabin on Club land shall be required to remove the structure when notified by the Club President. “As voted on at the May 2, 2010 meeting, the cabin owner will have a one-year period to successfully sell the cabin or remove the structure from the Club property. In addition, the cabin owner is responsible for all taxes and fees paid to the Club’s landlord. Failure to comply with the above statement requirement will result in the loss of ownership of the cabin at which time the ownership will revert to the Club.”
Section 3. Annual and Special Meetings of the Membership.
1. The annual meeting shall be held during the month of September.
2. Special meetings of the Members may be called by the Club Board or President. Special meetings of the Members shall be called by the President or the Secretary at the request in writing by one-fifth of the members in good standing entitled to cast a vote at such special meeting. Any such request shall be individually signed and dated and shall state the purpose or the purposes of the proposed special meeting Upon receiving a proper written request, the Secretary shall promptly give notice of such special meeting within ten (10) business days. Business transacted at a special meeting shall be confined to the purpose(s) stated in the request and notice for such meeting.
Section 4. Place of Meeting. Meetings of Members shall be held at such place within New York State as the Club Board or the President shall designate.
Section 5. Notice of Meetings of Members. Notice of each annual or special meeting of Members shall state the purpose or purposes for which the meeting is called, the place, date, and hour of the meeting, and unless it is the annual meeting, shall indicate that it is being issued by or at the direction of the person or persons calling the meeting. Notice shall be given either personally, by United States First Class mail or via electronic mail to each Member entitled to vote at such meeting delivered not less than ten (10) nor more than fifty (50) days before the date set for the meeting.
Section 6. Quorum of Member. One-tenth of the total number of Full Active Members on the date of the meeting shall constitute a quorum for the transaction of any business at the meeting of the Members, except as otherwise provided by statute or these By-Laws. When a quorum is once present to hold a meeting, it is not broken by the subsequent withdrawal of any Member(s). The Members present at a properly commenced meeting may adjourn the meeting despite the absence of a quorum at the time of adjournment.
Section 7. Proxy Voting. Every Member entitled to vote at a meeting of the Members may authorize another person to act for such Member by a duly executed written proxy on such form as approved by the Board. Every proxy shall be signed by the Member and shall not be valid after the expiration of eleven (11) months from the date of the proxy unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Member executing it.
Article 3 Board of Directors
Section 1. General. The property, business and affairs of the Club shall be managed by the Board of Directors, which shall have all the powers and duties necessary or appropriate for the administration of the affairs of the Club as are permitted by law, the Certificate of Incorporation of the Club and these By-Laws. A reference to the “entire board” shall mean the entire number of votes entitled to be cast at the relevant meeting of the Board.
Section 2. Number. Officers of the Club are President, Vice-President, Secretary and Treasurer. The Board of Directors shall consist of four Officers and six Directors. All must be full active members in good standing.
Section 3. Election and Terms. All Officers and Directors shall be elected for a one-year term at the annual meeting. Duties and terms of office become effective upon election. Election requires a majority of members in good standing entitle to vote present at the meeting, provided members received notice of the meeting at least ten (10) business days before such meeting.
Section 4. Vacancies. In the event of the death, resignation or removal of an Officer or Director the Club Board shall appoint a successor until the next election to fill the unexpired term.
Section 5. Meetings.
1. Regular Meetings: Regular meetings of the Club Board shall be held at least three (3) times annually upon written notice to the Directors at such time and place as the Club Board shall determine.
2. Special Meetings: Special meetings may be called at any time by the President or by any Director upon written request of not less than one-half of the Directors of the Club Board. Such requests shall state the purpose or purposes of the proposed meeting. Business transacted at special meetings shall be confined to the purpose or purposes stated in the notice of the meeting.
Section 6. Place of Meetings. The Club Board shall hold its meetings within New York State as determined by the President.
Section 7. Notice of Club Board Meeting. Notice of any regular or special meeting of the Club Board, stating the place, date and time and purpose(s) for which the meeting is called, shall be given either personally, by United States First Class mail or via electronic transmission to each Officer and Director not less than ten (10) business days before the meeting.
Section 8. Quorum.
1. A simple majority of the votes of the Club Board entitled to vote at the relevant meeting shall constitute a quorum for the transaction of business at such meeting.
2. The quorum is not broken by the subsequent withdrawal of any members of the Club Board prior to the adjournment of such meeting.
3. As long as a majority of the quorum approves an action, the action is valid notwithstanding withdrawal of any member of the Club Board to a level less than a quorum.
4. A majority of the Officers and Directors present, whether or not a quorum is present, may adjourn any meeting to another specified time and place. Notice of adjournment shall be given to all Officers and Directors who are absent at the time of the adjournment.
Section 9. Meetings by Conference Telephone or Similar Electronic Equipment.
Whenever the use of a conference telephone or similar communications equipment, including but not limited to electronic video screen communication, is authorized under this section, all persons participating in the meeting must be able to hear each other at the same time; in such event, participation by such means constitutes presence in person at the meeting.
1. Regular Meetings: A Board of Director may participate in a regular meeting of the Club Board only by his or her physical presence. The Director’s extenuating circumstance needs to be presented to and agreed to by the President no less than twenty-four (24) hours before the scheduled start of the meeting. He or she may attend regular meeting by means of a conference telephone or similar communications equipment.
2. Special Meetings: A Board of Director may attend a special meeting of the Club Board by means of a conference telephone or similar communications equipment for any reason.
Section 10. Action of Directors Without a Meeting. Any action required or permitted to be taken by the Board thereof may be taken without a meeting if all of the members of the Board consent in writing to the adoption of a resolution authorizing the action.
Section 11. Resignation. An Officer and/or Director may resign from the Club Board at any time by presenting to the President a written letter or resignation. Such letter shall be presented to the Club Board by the President at the next meeting of the Club Board following receipt of such letter. Such resignation shall be effective upon receipt by the President unless otherwise specified in the letter of resignation. The acceptance of a resignation shall not be necessary to make it effective; however, no resignation shall discharge any accrued obligation or duty of an Officer and/or Director.
Section 12. Removal. Any Officer and/or Director may be removed for cause at any time by a vote of a majority of the entire Club Board at any meeting, provided that notice of proposed resolution to remove the Office and/or Director has been stated in the notice of the meeting. For “cause” shall include but not be limited to the following: (1) a material or substantial failure of an Officer and/or Director to perform the duties and responsibilities of an Officer and/or Director; (2) conviction of a felony or misdemeanor which reasonably could be considered contrary to the best interests of the Club or renders the Officer and/or Director unfit or unable to perform the duties and responsibilities of an Officer and/or Director; (3) commission of any unambiguous act of dishonesty or disloyalty toward the Club; or failure to abide by the Club By-Laws.
Section 13. Compensation. No Officer and/or Director shall receive any compensation from the Club for services performed; however, by resolution of the Club Board, Officers and/or Directors may be reimbursed for reasonable and necessary expenses incurred in the performance of their official duties.
Article 4: Duties of Officers and Directors
1. The President is the chief executive officer of the Club and shall preside at all meetings, approve all payments to be made from the funds of the Club, sign all agreements on behalf of the Club and, from time to time, seek the advice and counsel of the other Officers of the Club and of the Directors. The President shall appoint and direct committees as needed with the approval of the Board of Directors. The President is a non-voting member of the Board of Directors.
2. The Vice-President shall perform the duties of the President in the absence of the President or in the event of the President’s incapacity. If the Vice-President is unable for any reason to assume these responsibilities, then the Secretary or Treasurer shall assume the responsibilities of the President.
3. The Secretary shall keep the minutes of all membership meetings and file of all correspondence and shall have custody of all documents pertaining to the Club. The secretary shall also report yearly the Club’s annual harvest of fish and game, provided membership information as needed.
4. The Treasurer shall maintain the Club’s bank accounts and financial records, make all authorized disbursements and submit all required reports to the appropriate government agencies, companies, institutions or individuals. The Treasurer shall also report yearly the Club’s annual meeting a complete report of the Club’s recent financial transactions and current financial status.
5. Directors shall attend at least two Board meetings per year; participate at a minimum of one clean-up day per year; and, assist the Officers in overseeing the management of the Club.
Article 5: Property Manager
The Club seeks a volunteer to serve as a Property Manager and shall be appointed by the Board of Directors to handle the delegation of different maintenance jobs. The Property Manager shall submit a written report to the Board of Directors fourteen (14) days prior to each Board meeting and may also be invited to attend the Board of Directors meeting. The Property Manager does not have a vote on the board. In the event of a vacancy in the Property Manager the Board of Directors shall serve in this role.
Article 6: Fiscal Management
Section 1. Fiscal Year. The fiscal year of the Club shall begin on the 1st day of September and ends on August 31st of the next following year. The commencement date of the fiscal year herein established shall be subject to change the Club Board.
Section 2. Books and Accounts. The books and accounts of the Club shall be kept under the direction of the Treasurer in accordance with generally accepted accounting practices.
Section 3. Annual Financial Review. The Board shall appoint at least one current member with reasonably financial knowledgeable, in even years, to review the financial books and records of the Club. It is preferable that the individual(s) appointed is not an officer or director.
Article 7: Grievance Procedure
For purposes of this ARTICLE, a “grievant” shall be limited to only Full Active members.
Step 1. A written grievance may be filed with any Officer of the Club. Officers of the Club are the President, Vice-President, Secretary and Treasurer. The Officer who receives the grievance shall call for a special meeting of the Officers for the purposes of grievance resolution within a reasonable period. Any Officer with a personal interest in the grievance shall be disqualified.
Step 2. If the grievant rejects the decision of the Officers, s/he may call a special meeting of the Board of Directors in accordance with Article 3, Section 5 (2) of these By-laws to appeal the decision of the Officers.
Step 3. If a special meeting of the Board of Directors is held to appeal the decision of the Officers and the grievant rejects the decision of the Board of Directors, The Board of Directors shall retain a mutually agreed upon arbitrator from the American Arbitration Association to review the matter and render a final decision.
Step 4.
A. If the grievant wins, the Board of Directors shall be responsible for paying the full cost of the arbitration. In addition, all reasonable expenses associated with travel, lodging and meals incurred by the grievant up to a maximum of two hundred fifty dollars ($250.00) in the aggregate, shall be paid by the Club.
B. If the Board of Directors decision is upheld, the grievant shall be responsible for paying the full cost of the arbitration. In addition, all reasonable expenses associated with travel, lodging and meals incurred by the Club up to a maximum of two hundred fifty dollars ($250.00) in the aggregate, shall be paid by the grievant.
Article 8: Dissolution
The Club may be dissolved by a vote of two-thirds of the Full Active members. A special meeting shall be called for this purpose in accordance with Article 3, Section 5 (2). A Plan of Dissolution must be provided in person, by United States First Class mail or via electronic transmission to the current Full Active members at least five (5) business days prior to the special meeting date. The Plan of Dissolution shall include, but not limited to (1) procedure for dissolution, (2) procedure after dissolution; and (3) distribution of assets.
Article 9: Amendments
The By-Laws of this Club may be amended by a vote of two-thirds of the full active members in good standing present at a meeting of the club called for that purpose, provided the members have been given at least ten (10) business days’ notice of such meeting and have received with that notice a copy of the proposed amendment or changes.
November 1999
September 2002
May 2010
May 2020
September 2020
September 2021