KILLDEER ISLAND CLUB, INC.
Last Modified and Accepted
June 14, 2017
ARTICLE I – Name and Seal
The Corporation shall be known as the Killdeer Island Club, Inc. It shall have a corporation seal bearing the name of the Corporation, and such other device as the Board of Directors shall determine.
ARTICLE II – Objective and Purpose.
a. Objective: The Corporation shall create and perpetuate among the realty owners and residents of Killdeer Island in Webster, Massachusetts, and such owners of its immediate vicinity as discussed in Article III – Membership, a common interest in the Killdeer community and its welfare.
b. Purpose: The Corporation shall make and execute plans for community activities, to recommend from time to time to active members of the Corporation such plans or policies as may seem to it best calculated to promote the welfare of the said community; to hold by deed, lease, or otherwise, and to manage and improve land, buildings, and other property to be used in furtherance of the foregoing purposes; and generally to do such other acts, and carry on such other activities as shall seem to it calculated to promote the welfare of the community of Killdeer Island and its immediate vicinity as discussed in Article III, and serve its needs, so far as the same shall be permitted by the laws of the Commonwealth of Massachusetts.
ARTICLE III – Membership
a. Voting Membership in the Corporation shall be open to all dues paying individuals having title to Killdeer Island residential real estate by deed, by guardianship, or by trusteeship. The Corporation shall also elect from time to time Life Members, not to exceed five in total, who have all rights of membership including holding office.
b. Non-Voting Membership shall be open to dues paying individuals not having title to Killdeer Island residential real estate, but approved for membership by the Board of Directors. The Corporation shall also elect from time to time Honorary Members, not to exceed ten at one time. Non-voting and Honorary members shall have beach rights, but shall not be entitled to voting or office holding privileges.
c. Selection Process: Killdeer Island residential real estate shall include the residential real estate within the area bounded by Killdeer Island Maps on file at the Worcester County Registry of Deeds plus the residential real estate adjacent to Killdeer Island Road from said Maps to the junction at Route 16, and further including residential real estate adjacent to Montclair Avenue and Fairfield Street. Non-voting and Honorary Members shall be proposed and voted upon at any Regular Meeting of the Corporation. Candidates for Life Membership shall be presented to the Nomination Committee and voted upon at the Annual Meeting or at a Special Meeting, as appropriate.
d. Membership Dues: The annual dues and fees for the Corporation members per calendar year (January 1 through December 31) shall be voted upon at the preceding year’s Annual Meeting for the succeeding year. Membership is effective upon payment of dues and fees, whenever that is. All membership terms, including Honorary Members, will end December 31st.
e. Guests: Any Voting, Non-Voting, Honorary or Life Member of the Corporation may introduce Guests. Guests may use the Killdeer Island Properties as long as the host member of the Killdeer Island Club or that members KIC membership card accompanies the guests at all times while on Killdeer Island Club property.
f. Revocation of Membership: Any member who violates the by-laws or whose conduct is detrimental to the Club’s purposes may be cited in a hearing before the Board of Directors. The Directors can then recommend, at a Regular Meeting of the Corporation, suspension of that person of Club privileges, or cancellation of the membership, subject to a majority vote of the membership at said meeting.
ARTICLE IV – Officers
a. List of Officers and Duties: The Officers of the Corporation shall be a President, Vice President, Treasurer, Secretary, three Directors, and one Alternate Director, all of which shall be Voting or Life Members of the Club.
1. The President shall preside at all meetings of the Corporation and of the Directors. All powers of the President may, in the President’s absence or illness, be exercised by the Vice-President. The President shall take charge of all valuable club papers from him/herself and the Secretary and transfer these when his/her term ends to the next President.
2. The Secretary shall keep all records of the meetings of the Corporation and of the Board of Directors. The Secretary shall have charge of all valuable papers of the Corporation, and its common seal, and shall execute and deliver on behalf of the Corporation all instruments under its common seal as may be ordered by the Corporation or Board of Directors, unless that execution and delivery is otherwise provided for by vote.
3. The Treasurer shall receive all moneys giving a receipt for the same. The Treasurer shall sign all checks on behalf of the corporation and be empowered to pay all bills when approved and such other duties as are usually performed by the Treasurer. The Treasurer shall render at each meeting of the Corporation, a financial statement of the standing of the Corporation.
4. The Directors shall have the general management of the affairs of the Corporation, and shall have all the powers usually vested in a Board of Directors. They shall have power to delegate any or all of their powers. They shall name annually Committees on Membership, Entertainment, Club Buildings and Grounds, Beaches and Lake Access Properties, Auditing, Nominating and such other Committees as they deem expedient, and may delegate to such committees such powers as they deem necessary. Directors shall periodically issue rules for the operation and use of Club properties.
5. Any amount to be expended from Club funds requires the authorization of two Officers (the President and one other Officer) for expenditures over $1,500.00. The Board of Directors shall be empowered to select two members of the Killdeer Island Club to have checkbook writing abilities in addition to the Treasurer.
b. Length of Term for Each Office: Following the transition to two year terms conducted in 2010 and 2015, the President, Secretary, a Director and Alternate Director shall serve two year terms with elections held on each even numbered year. The Vice-President, Treasurer, and two Directors will serve two year terms with elections held on each odd numbered year. With the exception of the Treasurer, all shall hold their respective offices immediately after their election. The Treasurer and Treasurer-elect will share duties until after the annual audit is successfully completed. In case of the temporary absence of any of such officer, the Directors may appoint a person to perform the duties of the officer during his/her absence. In case a vacancy shall occur in any said offices, the Directors may fill such vacancy until the next Annual Meeting. It is intended that the Officers shall act in compliance with the majority interests of the voting members and shall report actions at a meeting of the membership.
c. Method of Electing Each Officer: All Officers shall be chosen by ballot once every two (2) years. The Nominating Committee, to consist of three (3) Voting Members, shall submit to the presiding Directors, at least three (3) weeks before the Annual Meeting, a slate of Officers and Directors.
d. Dismissal of an Officer: If an Officer/Director misses three (3) consecutive Board of Director’s meetings, the remaining Directors shall appoint a replacement until the next Annual election.
ARTICLE V – Committees
a. Names and Duties:
1. Building(s) and Grounds Committee shall maintain the club building(s) and grounds, and shall appoint a custodial supervisor to execute all necessary duties connected thereto, as instructed by the Directors.
2. Beaches and Lake Access Properties Committee shall inspect and maintain such corporate owned properties as instructed by Directors.
3. Auditing Committee, to consist of a minimum of two (2) voting members, shall audit the books of the Treasurer annually, soon after the end of each calendar year, the results of which shall be presented to the Board of Directors on or before the end of April and to the membership at the first Regular Meeting in May.
4. All other Committees shall perform such duties as are usual and customary by such committees.
5. All Committees will submit reports of their activities at each meeting of the Corporation.
b. Procedures for Selecting Members and Chairpersons: Committee membership shall consist of Voting Members. The committee shall select the Chairperson.
ARTICLE VI – Meetings of the Corporation
a. Regular and Annual Meetings: At least three (3) Regular Meetings of the corporation shall be held each year in May, June and July. The Annual Meeting of the Corporation shall be held on the last Wednesday of August, each year, or on such date as near to that as may be deemed desirable by the Board of Directors and at such a place and hour as shall be designated in the call for the meeting. Notice of all Regular and Annual meetings of the Corporation, at least seven (7) days prior to such meetings, shall be given to each member by leaving such notices with his, or at his residence or usual abode, by mailing same, or by posting notices at three locations on Killdeer Island, such locations to be specified by Directors.
b. Director Meetings: Meetings of the Directors may be called by the President or by any three Directors, and the Secretary shall notify the Directors of such meetings whenever requested to by the President or Directors calling such meeting. The notice in writing or otherwise must be given at least forty-eight hours before the meeting. Participation in any meeting thereof may be by any means of verifiable communication by which all participants may simultaneously hear each other during the meeting (conference call, Skype, etc.). A director participating in a meeting by such means is considered to be present in person at the meeting.
c. Special Meetings and Procedures: Special Meetings of the Corporation shall be called by the Secretary on written request of the President, or a majority of the Directors, or upon a written request to a Director, signed by fifteen (15) Voting Members. The purpose of the meeting must be stated in the request. A public notice of such Special Meeting shall be posted at least seventy-two (72) hours in advance of the meeting. Notice must be posted at three (3) locations on Killdeer Island as specified by Directors. Such notices or postings must specify briefly the purpose of the special meeting. No binding vote shall be taken at such special meeting unless attendance totals 25% or more of all Voting Members.
d. Rules for Governing a Meeting: Proceedings of all meetings shall be in accordance with Roberts Rules of Order.
e. Quorums: With the exception of special quorums as required by Article VIII.a. – Sale or Transfer of Corporate Owned Land, in Article VI.c as pertains to Special Meetings, and in Article VII – Alterations of By-Laws, fifteen (15) Voting Members present at any duly called Regular or Annual meeting of the Corporation shall constitute a quorum. At any duly called meeting of the Directors, four (4) Directors present shall constitute a quorum. The members present at any meeting of the Corporation, or the Directors present at any meetings of the Directors, though less than a quorum, may adjourn the meeting to a later date.
f. Votes: At all meetings of the Corporation, each paid Voting Member present shall be entitled to one vote. Joint property owners shall be entitled to one vote only, unless separate paid memberships by each owner are maintained. No Voting Member shall vote by proxy, except as specifically ruled in Article VIII.a. – Sale or Transfer of Corporate Owned Land.
ARTICLE VII – Alterations of the By-Laws
Any of these By-Laws may be amended, repealed or changed by a majority vote at any Annual Meeting of the Corporation, or at any duly called Special Meeting. Such a vote shall be binding only when the attendance at such a meeting totals at least 25% of all Voting Members. Posted or published notice for such meeting shall specify change of the by-laws as an agenda item.
ARTICLE VIII – Special Articles
a. Sale or Transfer of Corporation Owned Land: Notification to the Voting Members of a meeting called for the purpose of considering sale or transfer of Corporation owned land must be mailed, or given in hand at last place of abode, at least fifteen (15) days before such meeting. Only for matters related to the sale or transfer of corporation owned land, Voting Members are defined as those voting members having title to Killdeer Island real estate by deed, by guardianship or by trusteeship. Voting Members unable to attend meetings can obtain a proxy form from the Secretary to be completed and returned before the meeting. No corporation owned land could be sold or transferred without a favorable vote of at least two-thirds (2/3) of all Voting Members including proxies from the Voting Members unable to attend the meeting. All proxies must be recorded by the Secretary at the time the vote was taken. If such sale or transfer shall be authorized by vote, said sale or transfer shall not be concluded before thirty (30) days following the date of the vote.