Constitution

CONSTITUTION OF THE

“KEMAH LAKE PROPERTY OWNER’S ASSOCIATION, INC.”

ARTICLE I

NAME

The name of this organization shall be “Kemah Lake Property Owner’s Association, Inc.” hereinafter referred to as “the Association” or “this Association.”

ARTICLE II

OBJECTIVE

The objective of this Association shall be to maintain, promote, control and improve the basic working fundamentals of a progressive residential rural lake community; to act as a spokesman in behalf of the lake; and to cooperate with all local officials; and to develop and protect an ideal rural lake community.

ARTICLE III

ORGANIZATION

Section 1. Incorporation

This Association is a non-profit corporation organized under the laws of the State of New Jersey, County of Sussex. If at any time this Association shall be dissolved, no part of its funds or property shall be distributed to or among its members, but after payment of all indebtedness of the Association, its surplus funds and property shall be used in the best interest of Kemah Lake in such manner as the then governing body together with the membership of the Association may determine.

Section 2. Registered Office

The Registered Office of this Association shall be known as the Secretary’s Office and shall be located in the County of Sussex, State of New Jersey.

Section 3. Membership

A. The membership of this Association shall consist of registered property owners at Kemah Lake, provided that such owner meets the requirements of Chapter 1, Section 1 of the By-Laws; however, only one Family Membership shall be issued on any one parcel of land. (Changed – Final approval as of May 5, 1984). A Family Membership shall consist of the property owner(s) and the members of the owner’s family residing the owner’s household. An owner that rents his or her property has the option of retaining the Family Membership for use of the lake or providing the Family Membership to the tenant. Alternatively, the member can retain the Family Updated May 2011

Membership for his or her use and the tenant can pay an annual membership for the tenant’s privilege of using the lake.

B. Resolution as of July 17, 1973 – Resolved that in consideration of transfer of Kemah Lake Corporate to Kemah Lake Property Owner’s Association, of certain lands described in deed of even date herewith, Kemah Lake Property Owner’s Association heartily covenants and agrees with Kemah Lake Corporation, its grantees, successors and assigns that said Association will accept as members with full membership privileges grantees of properties purchased from Kemah Lake Corporation, its successors and assigns, from remaining adjacent lands presently owned by said Corporation upon payment by such grantees to the Association of established dues and fees. Said memberships shall not be obligated to provide more than eight memberships under the term of the within resolution. (The terms memberships shall be construed to mean one membership per family for such grantees).

ARTICLE IV

GOVERNMENT

Section 1. Legislative

The legislative and government body of the Association shall be the active membership, which may be referred to as the “Active Members” as provided in Chapter I, Section 1, of the By-Laws.

Section 2. Administrative

The Association shall be administered by an Executive Board which may be referred to as “the Board” or “this Board” as provided in Chapter II, Section 2, of the By-Laws.

ARTICLE V

OFFICERS

Section 1. Executive Officers

The elective officers of this Association shall be President, a First Vice President, a Second Vice President, a Secretary, a Treasurer and six (6) Trustees, and the immediate past President, all of whom shall be members of the Executive Board and elected by the active members as provided in Chapter III, Section 1 of the By-Laws.

ARTICLE VI

MEETINGS

Section 1. General Meetings

There shall be two general meetings a year – one being on the first Saturday in May, the other being the second Saturday in September. A quorum shall be required before a general meeting is convened.

Section 2. Special MeetingUpdated May 2011

Special meetings may be called by the President or shall be called by him at the written request of two-thirds of the active members, or by a majority request from the Executive Board. Written notice must be given the active members at least two weeks in advance of any special meetings. No other business shall be considered except that provided in the call unless a majority consent is obtained from the active members in good standing, present and voting.

Section 3. Executive Board Meetings

The Board meetings will be called by the President as needed, or at the request of the majority of the Board. Sufficient notice must be given the members of the Board by the President in advance of any meeting of the Board to insure a quorum. A quorum shall consist of seven (7) members. It shall be the obligation of the President and the Board to have at least eleven (11) meetings within the year of that President’s term of office.

ARTICLE VII

AMENDMENTS

Section 1. Method

This Constitution may be amended by a two-thirds affirmative vote of a quorum of the active members in good standing present at any special or regular general meeting provided the proposed amendments be first presented in writing prior to meeting, read, explained and approved at the special or regular general meeting prior to the current meeting voting on the amendments.

Constitution Updated May 2011

BY-LAWS TO THE CONSTITUTION

OF THE  “KEMAH LAKE PROPERTY OWNER’S ASSOCIATION, INC.”

CHAPTER I

MEMBERSHIP

Section 1. Membership

Any registered property owner as provided in Article III, Section 3 (Membership) of the Constitution, may become a member of the Association upon payment of the initiation fee and signing of the KLPOA “Club Plan Agreement”.

A. Beginning with the fiscal year 1986 – 1987, the initiation fee shall be in the same dollar amount as the per annum dues for the current year.

B. A new member purchasing vacant property or an existing home may be accepted upon payment of the initiation fee, payment of the current yearly dues and signing of the KLPOA “Club Plan Agreement”; provided, however, if a prior owner of the property had already signed the KLPOA Club Plan Agreement the new owner will only need to pay the initiation fee and any dues owed. If an active member in good standing purchases another home in the Lake Community, no initiation fee need be paid.

C. The yearly dues of this Association shall be payable at the May meeting, but in no event later than June 7 of the current year. Commencing with the year 2010 if any membership dues whether for prior years or for the current year remain unpaid and outstanding on September 30th, after written notice to the member, KLPOA will file a lien against that member’s property..

D. The yearly dues will be assessed in relation to the financial requirements of the lake in following the principles as set forth in Article II of the Constitution.

E. Membership year shall be from June 1st to the following May 31st.

F. Any member who is a registered property owner as provided in Article III, Section 3 (Membership) of the Constitution of more than one dwelling for which a certificate of occupancy has been issued shall be required to pay the assessed annual dues for each such dwelling.

G. The right to vote at any general or special meeting of this Association shall be limited to active members in good standing. Members shall be limited to one vote regardless of the amount of property or dwellings owned by that member. There shall be only one vote per Family Membership.

H. Property owners at Kemah Lake who are not active members in good standing shall not be allowed lake privileges. Tenants of a member who is not in good standing shall not be allowed lake privileges. A tenant may pay the annual membership fee to obtain lake privileges but shall not have the right to vote.

I. “Active member in good standing” or “active member” means a member who shall be current in his or her dues and special assessments, and a signatory of the KLPOA “Club Plan Agreement.” A member shall become inactive if such member’s current dues and special assessments are not paid by June 7 of the current membership year. In order to remain an active member in good standing, there Updated May 2011

must be continuity in the payment of dues and special assessments (when assessed) from membership year to membership year.

J. Once a property owner has signed the KLPOA Club Plan Agreement, all properties owned by that member shall be subject to the KLPOA Club Plan Agreement in perpetuity and any purchaser or other transferee of property from such member shall be subject to the terms of the KLPOA Club Plan Agreement.

Section 2. Member’s Use of Lake Association Property

A. Only active member’s in good standing, and others in their Family Membership, and their guests shall be entitled to the use and benefit of the lake and other Association property subject to the rules and regulations adopted by the Association and governing the use of such Association property.

B. If any individual in a Family Membership or the guest of a member should violate any provision of the Constitution, the By-Laws or the Rules and Regulations adopted by the Association, then such Family Membership may not be entitled to use and benefit of the lake and other Association property, including but not limited to the beaches, boat launching areas, and any of the islands on the lake.

CHAPTER II

GOVERNMENT

Section 1. Legislative Body

A. Composition

The active members in good standing shall be the supreme authoritative body of this Association.

B. Quorum Required

In order to act as a legislative body at either general or special meetings of this Association, there must be a quorum of thirty (30) active members in good standing.

C. Powers

1. They shall possess the legislative powers of the Association.

2. They shall determine the policies which shall govern this association in all its activities. Updated May 2011

3. They shall have the power to enact, amend and repeal the Constitution and By-Laws of the Association.

4. They shall have the powers to create special committees of the Association.

5. It shall have the power to establish rules and regulations not inconsistent with these By-Laws to govern its organization procedures and conduct.

D. Powers

1. To elect the Elective Officers as defined in the Constitution Article V, Section 1.

2. To adopt an annual budget.

3. To participate to the fullest in the affairs of the lake community.

Section 2. Administrative Body

The administrative body of this Association shall be the Executive Board.

A. Composition

The Executive Board shall consist of the Elective Officers and the immediate past President.

B. Qualifications

An officer or trustee must be an active member in good standing. Should the status of any officer or trustee change or should he fail to attend at least four (4) meetings of the Board in the membership year, that office may be declared vacant by the Board, and the President or his successor shall proceed to fill such vacancy until the next regular election.

C. Term of Office

The President, First Vice President and Second Vice President shall be elected to a one year term, except that upon the final term or sooner resignation of the President, the President shall continue to serve as the immediate past president for an additional one year term. Each of the President, First Vice President and Second Vice President shall not serve more than three consecutive terms. The Secretary and the Treasurer shall be elected for three year terms. Two trustees shall be elected each membership year and shall serve a term of three years.

D. Powers

1. The Board shall be the managing body of the Association, vested with full power to conduct all business of the Association, subject to the laws of the State of New Jersey, the Articles of Incorporation, the Constitution and By-Laws and the mandates of the Association. Updated May 2011

2. It shall have the power to establish any interim policies when the Association is not in session when such policies are essential to the management of the Association, provided, however, that all such policies must be presented for review and approval at the next general meeting of the Association.

3. It shall have the power to approval special committees appointed by the President.

4. To raise income by means not inconsistent with the object of the Association for reasons not inconsistent with the object of the Association.

E. Duties

1. To provide for the maintenance and supervision of the properties owned and/or operated by the Association.

2. To cause to be bonded by a reliable surety company any officer of the Association entrusted with the Association funds for whatever amount deemed necessary and order payment of same.

3. To review the annual written report of all committees of the Association and to make recommendations concerning same for the Association.

4. To act on all applications for active membership.

5. To submit an annual report to the Association concerning its activities and the activities of special committees of the Board.

6. To authorize the Treasurer to pay all bills owed by the Association which are deemed proper and to prepare vouchers for same.

7. To perform such duties as are prescribed by these By-Laws or by the active membership.

8. To examine the Constitution, By-Laws and Rules and Regulations of the Association suggesting amendments to the active membership where it is felt necessary.

9. To enforce all rules and regulations promulgated by the active membership and Executive Board.

10. To maintain liaison with State, County and local officials to effectuate mutual goals of all parties.

11. To maintain a balanced budget with all expenditures within the approved yearly budget.

CHAPTER III

ELECTIVE OFFICERS

Section 1. Nominations and Elections

A. Nominations

1. Nominations shall be made by a Nominating Committee. The immediate past President shall be the chairman of the Nominating Committee. The committee shall be comprised of three active members in good standing, nominated by motion by the active membership at the May meeting, and approved by same. Updated May 2011

2. Nominations may be made by petition signed by ten (10) active members in good standing and shall be considered nomination to office.

3. Nominations by the Nominating Committee and nominations by petition shall be presented to the Secretary by August 10th and such nominations shall be presented to active membership in writing prior to the September meeting.

4. Nominations may be made from the floor by motion at the September meeting.

5. Nominees shall be active members in good standing.

6. There can only be one nomination per Family Membership.

B. Elections

1. Elections shall be held at the September meeting of the Association. Election shall be by written secret ballot or show of hands.

2. Elections shall be supervised by an Election Committee appointed by the Board prior to the September meeting. Members of the Election Committee cannot be nominees for office.

3. The duties of the Election Committee shall be to provide the ballots, supervise the collection and counting of the ballots.

4. In case of a tie vote the President, who shall not vote at the regular elections, will cast the deciding vote.

5. There shall be no absentee ballots or proxy votes.

Section 2. Duties

A. President

It shall be the duty of the President:

1. To preside at all meetings of the Association and Board.

2. To serve as an ex-officio of committees.

3. To call special meetings of the Association and the Board as provided in Article VI, Section 2 and Section 3 of the Constitution.

4. To appoint the chairman of all committees unless otherwise provided in these By-Laws.

5. To fill any vacancies in office until the next regular election.

6. To serve as the official representative of the Association for the purpose of advancing the objectives and policies of the Association.

7. To sign all checks with the Treasurer.

8. To perform such duties as usually pertain to the office.

9. To form special committees where necessary. Updated May 2011

10. To sign any criminal complaints or other legal process and to pursue such action or assign person or persons to act in this capacity.

B. First Vice President

It shall be the duty of the First Vice President:

1. To assist the President as requested.

2. To preside at all meetings in the absence of the President.

3. To sign checks with the Treasurer in the absence of the President.

C. Second Vice President

It shall be the duty of the Second Vice President:

1. To assist the President as requested.

2. To preside at all meetings in the absence of the President and First Vice President.

3. To sign checks with the Treasurer in the absence of the President and First Vice President.

D. Secretary

It shall be the duty of the Secretary:

1. To keep an accurate record of the minutes of all regular and special meetings of the Association and the Board.

2. To keep an accurate record of the names and addresses of the members of this Association and other information as may be deemed by the Executive Board

3. To notify all members of the committees of their responsibilities.

4. To take a roll call at all general meetings of the Association and Executive Board meetings.

5. To submit all bills payable to the Board for their disposition

6. To perform such other duties as may be delegated to the Secretary and as usually pertains to the office.

7. To file an annual report with the Secretary of State.

8. To read all correspondence and or communication received that may reflect in any way substantial changes or contemplated changes that would or could effect the Association at special and regular general meetings.

E. Treasurer

It shall be the duty of the Treasurer:

1. To be the custodian of all funds and other securities of the Association and to keep same in proper accounts. Updated May 2011

2. To pay all bills as authorized by the Executive Board and/or the Association and to receive vouchers for same.

3. To send bills for dues and special assessments to the members of the Association.

4. To keep an accurate record of all income and expenditures.

5. To make a full and detailed report of the financial affairs of the Association to the Executive Board upon request and a complete report at the May meeting of the Association.

6. To perform such other duties as usually pertains to the office.

7. To co-sign all checks.

CHAPTER IV

COMMITTEES

Section 1. Composition

All committees shall be composed of two (2) or more active members in good standing. Appointments shall be made by the President from the general membership but he must appoint each Trustee to the chairmanship of at least one regular committee.

Section 2. Annual Report

Each committee shall submit in writing an Annual Report at the September meeting and this report shall be preserved in the archives of the Association by the Secretary.Updated May 2011

Section 3. Committees

A. Lake Water Quality:

This committee shall maintain the conditions of the lake, as to water height, purity and growth control. They shall also be concerned with recommendations for rules of same.

B. Fish & Wildlife:

This committee shall make studies of ways and means and recommend regulations to provide for the maximum fishing potentialities of Kemah Lake and management of wildlife.

C. Water Safety and Beach Patrol:

This committee shall recommend rules and regulations for the safekeeping of the people of Kemah Lake as regards water safety and any other conditions that are usually associated with the safety of the Lake. Restrict the use of the Lake and beaches to members only and their guests.

D. Financial Review:

The Executive Board shall appoint a qualified individual or individuals to review the books prior to the September meeting, and report to the Association at this time their findings.

E. Rules and By-Laws:

This committee shall review the Constitution and By-Laws of the Association and suggest amendments to the Executive Board where it is deemed necessary. If approved by the Board, the changes will be presented to the active membership for their approval.

F. Maintenance: Big Beach

This committee shall recommend ways and means for maintaining the property owned by the Association and maintain docks, floats and beach area at the Big Beach.

G. Maintenance: Small Beach

This committee shall recommend ways and means of maintaining the property owned by the Association and maintain docks, floats and beach area at the Small Beach.Updated May 2011

H. Activities and Recreation:

This committee shall plan activities and recreation for the active membership throughout the year.

J. Membership:

This committee shall obtain the list of property owners who have not paid their dues and of new property owners and make every effort to collect any outstanding dues.

K. Public Information:

This committee will prepare and distribute newsletters to the entire paid up membership periodically during the year. The committee will also prepare and distribute fliers for special occasions when necessary.

L. Special Committees:

Special committees for this Association may be created by the general membership at any meeting of the Association, by the Executive Board or the President, to serve until the September meeting for the purpose of performing any duty not otherwise assigned by these By-Laws.

CHAPTER V

ORDER OF BUSINESS

Section 1.

The Order of business of this Association at its regular meetings will be as follows:

1. Roll Call

2. Reading of minutes of previous meeting and/or meetings with correction and acceptance thereof.

3. Reading of the Treasurer’s report with correction and acceptance thereof.

4. Report of the Executive Board

5. Reports of regular committees.

6. Reports of special committees

7. Bills

8. Communications

9. Unfinished business

10. New Business

Section 2.

Roberts Rules of Order (revised), shall govern the deliberations of this Association when such rules are not set forth in these By-Laws. Updated May 2011

CHAPTER VI

AMENDMENTS

These By-Laws may be amended by a two-thirds affirmative vote of a quorum of the active members in good standing present at any special or regular meeting, provided the proposed amendments be first presented in writing prior to meeting, read, explained and approved at the special or regular general meeting prior to the current meeting voting on the Amendments.

(By Laws Updated May 2011)