BY-LAWS
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.

Article II
PURPOSE

1. To perform all acts appropriate to a non-profit Federation dedicated to the conservation, promotion, and development of environmental quality standards among our Lake and Pond Associations.

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 Vermont borders, is eligible for membership. Lakes and Ponds with no Association may have one voting representative upon payment of dues.
DUES. The annual dues shall be fixed from time to time by the Board of Directors. Any Association may become a member 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 Officer. The Officers of the Federation shall be a President, a Vice-President, a Treasurer and a Clerk.

2. Election of Officer. 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.

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 after serving two (2) consecutive 2-year terms . The Vice-President and Clerk will be up for election in odd numbered years after serving two (2) consecutive 2-year terms. Officers can only serve two (2) consecutive terms, but may continue as a director if elected and return as an officer after a one year absence.

4.Duties of the President and Vice-President. The President of the Federation 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 the Federation. 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 the Federation, 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. He/she shall prepare the annual budget and also file the corporation income tax returns for the Federation.

6. Duties of the Clerk. The Clerk shall take minutes of all meetings, have custody of all records of the Federation, except financial, and provide for all communications either among the members or to outside parties. The Clerk shall compile an Annual Report, which will be filed as required by the Secretary of State and distributed at the Annual Meeting.

Article V
BOARD OF DIRECTORS

1. Composition. The Board of Directors shall consist of the Officers and nine Directors representing all regions of the state. Officers are in addition to the nine members elected to the Board of Directors and shall be voting members of 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 served two complete consecutive three-year terms may not serve again until one year has elapsed but may serve part of a three-year term followed by two full three-year terms.

3. Vacancies on Board. Vacancies on the board may be temporarily filled by a majority vote of the remaining directors until a successor is elected at the ~ next annual meeting.

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 planned mid-state.

5. Authority of the Board. The Board is empowered to manage the affairs of the Federation, subject to such restrictions as may be specifically imposed by the Federation membership. It is authorized to vote the expenditure of Federation funds as may be required.

6. Quorum of the Board. A majority of Directors in attendance shall constitute a quorum for the transaction of the Board's business at any Board meeting.

Article VI
ANNUAL MEEIING

Unless otherwise determined by the Board of Directors, the Annual Meeting shall be held mid-state on the fourth Monday in July. At least three weeks advance notice of the Annual Meeting shall be mailed to all members. Nominations for the coming year should be included in this mailing. Each dues paying Association and non-Association shall have one vote.

Article VII
EXECUTIVE COMMITTEE

The Executive Committee shall consist of the Federation Officers and two Directors appointed by the President at the Annual Meeting. The responsibility of this committee shall be to make day-to-day decisions that may occur throughout the year in accordance with the purposes of the Federation and arrange for the Annual Audit. Included shall be an acquaintance and representation in matters that concern the membership during State Legislative sessions.

The President at the Annual Meeting shall appoint a Nominating Committee consisting of three members of the Federation, at least one being a Director who will act as chairman. The purpose of this committee is to select such number of, nominees as are to be elected at the next Annual Meeting. The chairman 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
AMENDENTS

These By-laws may be amended by a 2/3rds vote of the members attending the Annual Meeting 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