BY LAWS of THE TWO LAKE CLUB, INC.
We, the members of THE TWO LAKE CLUB, INC., a membership corporation duly organized pursuant to the provisions of the Membership Corporations Law of the State of New York, do hereby adopt the following By Laws to regulate the conduct of the officers, directors, and members of the corporation in carrying out the objects and powers of the corporation, the election of officers and directors, the conduct of meetings of the corporation, and the admission of members, and the rights, privileges and obligations of members.
ARTICLE I - Membership
Sec. 1. ELIGIBILITY FOR FULL MEMBERSHIP:
Any person who enters into a contract for the purchase of any of the real estate within the area hereinafter described, shall thereupon become a full member of the corporation. Said membership shall be conditioned upon said person acquiring the fee title to the premises which he has contracted to purchase.
The following is a description of the premises referred to in Section I herein:
ALL that tract of land in the town of Lewisboro, County of Westchester and State of New York, on the easterly side of the road between No. Salem and So. Salem sometimes called Old Oscaleta Road running between Lake Oscaleta and Lake Waccabuc and being bounded and described as follows: BEGINNING at a monument in the southeasterly side of said road where the same is intersected by the southwesterly line of the land now or formerly of H. B. Anderson; running thence along the southeasterly and easterly side of said road the following courses and distances: South 76° 02' 30", West crossing a small brook 23.51 feet to an old stone wall; South 75° 11' 40" West 32.77 feet; South 58° 16' 10" West 45.94; South 59° 31' 40" West 56.16 feet; South 50° 50' 10" West 20.09 feet; South 44° 41' 10' West 10.87 feet; South 36° 59' 00" West 31.04 feet; South 26° 03' 20" West 21.71 feet; South 16° 41' 10" West 24.13 feet; South 3° 40' 20" West 25.84 feet; South 8° 35' 20" East 25.29 feet; South 19° 55' 30" East 99.54 feet; South 21° 57' 20" East 60.86 feet; South 17° 57' 10" East 136.93 feet; South 16° 21' 00" East 198.58 feet; South 15° 50' 40" East 197.21 feet; South 15° 24' 20" East 97.07 feet; South 14° 18' 50" East 82.19 feet; South 16° 39' 40" East 85.33 feet; South 16° 06' 30" East 123.23 feet; South 14° 33' 00" East 196.75 feet; South 15° 21' 30", East 46.15 feet; South 8° 21' 30" East 33.38 feet; South 4° 09' 20" West 15.45 feet; South 15° 08' 50" West 19.53 feet; South 28° 59' 10" West 29.93 feet; South 32° 13' 00" West 54.20 feet; South 34° 36' 50" West 51.12 feet and South 28° 40' 50" West 115.94 feet to a point by the bridge where the middle of the outlet of South Pond (now called Lake Oscaleta) intersects the easterly side of said road and at the land now or formerly of Mary Benedict; thence running along the middle of said outlet and through the approximate middle of said South Pond the following courses and distances: South 50° 28' 10" East 19.37 feet; South 70° 07' 50" East 25.89 feet; South 80° 19' 40" East 46.60 feet; South 47° 07' 10" East 49.50 feet; North 86° 56' 40" East 54.83 feet; South 80° 48' 00" East 73.30 feet; South 50° 52' 20" East 47.88 feet; South 81° 23' 40" East 30.37 feet; South 48° 58' 00" East 29.01 feet; South 1° 39' 50" West 88.91 feet; South 55° 51' 50" East 72.03 feet; South 62° 33' 30" East 73.84 feet; South 79° 53' 40" East 59.24 feet; South 56° 17' 40" East 46.00 feet; North 80° 03' 50" East 67.06 feet; North 52° 30' 40" East 35.47 feet; North 35° 99' 20" East 25.86 feet; North 25° 07' 20" East 58.62 feet; North 58° 57' 10" East 33.03 feet; South 69° 36' 00" East 86.37 feet; South 48° 52' 30" East 204.37 feet; South 69° 28' 50" East 371.13 feet; North 73° 52' 40" East 181.59 feet; South 65° 14' 40" East 933.92 feet; South 61° 38' 00" East 321.97 feet; South 70° 46' 40" East 335.01 feet; South 82° 17' 00" East 529.91 feet; and North 86° 21' 30" East 553.30 feet; running thence through South Pond and the upland North 14° 58' 20" West 406.72 feet to the easterly bank of the channel between North Pond (now called Lake Rippowam) and said South Pond at a point thereon intersected by an old wood post and wire fence or by the extension thereof South 87° 57' 10" West; running along said fence and along the land formerly of Stephen Pardee the following courses and distances: North 87° 57' 10" East 595.72 feet to an iron pin in a rock; North 23° 02' 50" West 23 feet and South 74° 02' 50" East 340 feet; running thence through the land formerly of Theodore H. Mead, North 52° 04' 30" West 653.37 feet to an iron post in a rock on the easterly shore of said North Pond; running thence along the approximate middle of said North Pond the following courses and distances: North 40° 08' 40" West 346.43 feet; North 57° 14' 30" West 178.71 feet; North 73° 10' 10" West 234.28 feet; North 77° 22' 30", West 257.72 feet; North 45° 05' 10" West 204.65 feet; North 49° 28' 00" West 192.41 feet; North 77° 52' 20" West 231.03 feet; North 88° 47' 10" West 201.33 feet; North 80° 42' 30" West 399.92 feet; North 48° 56' 00" West 390.50 feet and North 70° 53' 50" West 167.95 feet to the westerly end of said North Pond at the southerly line of land now or formerly of H. B. Anderson running thence along said land the following courses and distances: North 70° 47' 40" West 51.83 feet to an iron rod set in the remains of an old stump and North 63° 13' 35" West 2102.13 feet to said monument at the point of beginning.
Sec. 2. RIGHTS AND OBLIGATIONS OF FULL MEMBERS:
A full member shall have the following rights and privileges:
1.The right of access to, and use of, the waters of Lake Rippowam and Lake Oscaleta, subject to the rules and regulations which may be prescribed for members. 2.The right to temporarily picnic or use the lands owned by the corporation in the area above described, subject to the rules and regulations governing such use, as prescribed for the members of the corporation. 3.The right to the temporary use of any clubhouse which may be erected by the corporation. 4.The right to vote at meetings of the corporation. 5. The right to hold the position of director or officer.
A full member shall be obliged to attend, in person or by proxy, duly announced meetings of the corporation; to serve on committees as appointed, to pay dues and fees pursuant to Article II, and to uphold these By-Laws.
Sec. 3. ELIGIBILITY FOR ASSOCIATE MEMBERSHIP:
A person renting and living in a primary home or authorized accessory apartment within the tract described above, when the owner of said home is in good standing shall be admitted as an associate member of the corporation for such period of time as the person rents said home or accessory apartment.
Sec. 4. RIGHTS AND OBLIGATIONS OF ASSOCIATE MEMBERS:
An associate member shall enjoy the following rights and privileges:
1.The right of access to, and use of, the waters of Lake Rippowam and Lake Oscaleta, subject to the rules and regulations which may be prescribed for associate members. 2.The right to temporarily picnic or use the lands owned by the corporation in the area above described, subject to the rules and regulations governing such use, as prescribed for the associate members of the corporation. 3.The right to the temporary use of any clubhouse which may be erected by the corporation, subject to the rules and regulations which may be prescribed for associate members.
An associate member shall be entitled to receive a certificate evidencing such rights upon payment of any sums required by these By-Laws. An associate member shall not have the right to vote at any meeting of the members, but may, however, attend meetings and offer suggestions which may be submitted to the members in the discretion of the presiding officer at such meeting. Such person shall not, however, be entitled to any notice of any meeting of the members.
Sec. 5. FULL MEMBERS AND ASSOCIATE MEMBERS IN GOOD STANDING:
A member is deemed to be in good standing except that any member who fails to pay his dues or other fees required to be paid pursuant to any resolution, duly adopted by the members at a meeting duly called, within sixty days from the time the same becomes payable, shall be notified in writing by the Secretary, and upon the mailing of such notice the member shall be deemed not in good standing. Any member so notified shall, on the date of mailing of said notice, lose all of the privileges and rights of a member of the corporation. Upon payment of all arrears, such member shall automatically be reinstated to membership in good standing and shall again enjoy all of the rights and privileges of membership in the corporation.
A full member who, by conveyance, transfer, or other disposition of his real estate in the area described in these by-laws, or by failure to acquire fee title after entering a contract to purchase, or by operation of law, or by judicial decree ceases to be the owner of said real property in the said area shall be automatically dropped from membership in the corporation without further notice from the corporation, and shall immediately cease to enjoy any of the rights or privileges as a member of the corporation, but he shall nevertheless continue to be liable for all arrears in dues and fees which may have become payable to the corporation from said member up to the date of the termination of his membership.
An associate member shall be deemed to be in good standing subject to the first paragraph of this section until the suspension or expulsion of such associate member or until the termination of the term of the associate membership as provided in the By Laws or until the written resignation of the associate member from the corporation.
Sec. 6. REINSTATEMENT TO GOOD STANDING BY APPLICATION:
The Board of Directors may by the vote of not less than three fourths of the Directors present compromise the arrears due from any member on the application of such member for reinstatement to good standing pursuant to these by laws.
Sec. 7. RESIGNATION:
An associate member may withdraw from the corporation after fulfilling all obligations to it, by giving written notice of such intention to the Secretary, which notice shall be presented to the Board of Directors by the Secretary at the first meeting after receipt of said notice.
Sec. 8. SUSPENSION:
An associate member may be suspended for a period for a violation of any of the By-Laws or duly adopted resolutions of the corporation, or for conduct prejudicial to the best interests of the corporation. Such suspension shall be by vote of not less than three-fourths of the full members present at a meeting duly inclusively called for that purpose provided that a statement of the charges against said member shall have been first mailed by registered mail to the associate member at his last known place of residence, or delivered personally to the associate member, at least fifteen days before the meeting at which the charges are to be acted upon is held; the notice to the associate member shall be accompanied by a notice of the time when and the place where the said meeting is to be held. At any such meeting the associate member accused may present his defense to the charges either orally or in writing and he shall be entitled to be represented by counsel. The members present at such meeting may by a majority vote of those present adjourn the meeting for final action, and may direct the President or Acting President to designate a committee of members to investigate the charges and the defense to the charges, and to report to the members at the adjourned meeting. The members shall not, however, be bound by the report of the committee appointed to investigate the charges and the defense.
The accused associate member shall receive at least five (5) days notice in writing sent either by registered mail to his last known residence or delivered personally to such associate member, of the time and place of the adjourned meeting.
The vote of the members on the action to be taken against the associate member on the charges preferred shall be by secret ballot. The ballot shall indicate whether the members voting desire to exonerate the associate member of the charges, or to have the associate member suspended. If the vote of not less than three fourths of the members present is for the suspension of the accused associate member, then the period of suspension shall be determined by a majority vote of the Directors at a meeting duly called inclusively for that purpose. An associate member who is suspended from membership shall not during the period of suspension be entitled to enjoy any of the rights and privileges afforded to associate members in good standing.
ARTICLE II - Dues and Fees
Sec. 1. ANNUAL DUES:
The annual dues for members shall be such sum per annum as may be fixed and determined at the annual meeting of the members preceding the date for the payment of such dues, and the annual dues for associate members shall be such sum per annum as may be fixed and determined at the same annual meeting. The annual dues shall be payable in advance on the 15th day of May of each year. The dues shall be assigned based on the number of dwellings, primary and accessory, regardless of the number of lots, and the owner of each dwelling shall be liable for dues thereupon.
Sec. 2. INITIATION FEE:
An initiation fee equal to one year's dues shall be due and payable upon admission to unconditioned full membership.
Sec. 3. PARTIAL DUES:
All members admitted to full membership between the 15th day of May and the 15th day of September of any year shall be required to pay a full year's dues, but shall only be credited with the payment of dues up to the 15th of May following the admission of the member. All members admitted to membership between the 15th day of September and the 15th day of May shall pay a proportionate share of the annual dues apportioned to the 15th of May following the admission of the member.
Sec. 4. LATE FEES:
A penalty may be fixed and determined by the Board of Directors for monies not paid within 90 days of rendering of bill. An additional penalty may be fixed and determined by the Board of Directors for monies not paid in 180 days.
Sec. 5. ASSESSMENTS:
Whenever the Treasurer shall certify to the Board of Directors that the corporation has or is about to incur a valid obligation or obligations, and that there are and will be insufficient funds in the treasury of the corporation to meet such obligation or obligations as the same mature, then the President shall call a meeting of the members of the association with notice that an proposed assessment will be (one of) the purpose(s) of the meeting. At the meeting the Treasurer shall certify to the members present the amount of the deficit and the number of members against whom the amount of the deficit may be assessed. A majority of the members present at such meeting may vote to assess the amount of such deficit proportionately among all of the members. The secretary shall thereupon notify all members who are obligated for the payment of the sum assessed, of the amount of the assessment levied against each such person, and said assessment shall be payable within 30 days after the mailing of such notice by the Secretary.
ARTICLE III - Meetings
Sec. 1. ANNUAL MEETING:
There shall be an annual meeting of the corporation during the month of April of each year for the election of members of the Board of Directors, for receiving the annual reports of officers, directors, and committees, and the transaction of any other business that might properly be brought before the members of the corporation. The Board of Directors shall determine the date in April for the annual meeting. Notice of such meeting shall be mailed to the last known residence address of each member in good standing at least 14 days and not more than 28 days before the time appointed for the meeting.
Notices of annual meetings shall set forth the place, date, time and purpose of the meeting. The meeting may be held anywhere in the County of Westchester.
Sec. 2. SPECIAL MEETINGS:
Special meetings of the corporation may be called by the Board of Directors or upon the written request of not less than seven members in good standing. Notice of a special meeting shall be given by mail by the Secretary not less than 14 days and not more than 28 days before the time appointed for the meeting.
Notices of Special Meetings shall set forth the place, date, time and purpose of the meeting.
Sec. 3. VOTING:
Only full members in good standing have the right to vote. Each person having the right to vote shall be entitled to only one vote. If fee title to the premises owned is in the name of more than one person or if said person or persons have fee title to more than one parcel of land, it shall be deemed that there is only one person and one vote.
Sec. 4. PROXIES:
Each person entitled to vote at any meeting may vote by proxy. Proxies shall be in writing and revocable at the pleasure of the person executing the same. Unless the duration of the proxy is specified, it shall be invalid after eleven months from the date of its execution.
Sec. 5. QUORUM:
The presence in person or by proxy of a majority of the members of the corporation entitled to vote shall be necessary to constitute a quorum for the transaction of business. If a quorum is not present, a lesser number may adjourn to some future time not less than six nor more than 20 days later, and the Secretary shall thereupon mail notices of the adjournment at least three days before the adjourned meeting to each member entitled to vote who was absent from the meeting adjourned. At this rescheduled meeting, 25 percent of the members of the corporation entitled to vote shall constitute a quorum. If a quorum is not present, a lesser number may adjourn to some future time not less than six nor more than 20 days later, and the Secretary shall thereupon mail notices of the adjournment at least three days before the adjourned meeting to each member entitled to vote who was absent from the meeting adjourned. At this rescheduled meeting, 10 percent of the members of the corporation entitled to vote shall constitute a quorum.
Sec. 6. ORDER OF BUSINESS:
The order of business shall be as follows at all regular meetings of the corporation and Board of Directors:
1. Verification of Quorum or Calling of the Roll.
2. Proof of Notice of Meeting or Waiver of Notice.
3. Reading of the minutes.
4. Receiving Communications.
5. Election of Directors or officers at such meeting, if any.
6. Reports of Officers.
7. Reports of Committees.
8. Unfinished Business.
9. New Business.
Any question as to priority of business shall be decided by the chair without debate. The order of business above specified may be altered or suspended at any meeting by a majority vote of the members present in person.
ARTICLE IV - Directors
Sec. 1. NUMBER:
The property, affairs, business and concerns of the corporation shall be vested in a Board of Directors, consisting of no less than four(4) and no more than six (6) Directors. The members of the said Board shall, upon election, immediately enter upon the performance of their duties.
Sec. 2. ELECTION OF DIRECTORS AND TERM:
At each annual meeting one or two directors shall be elected to a term of three years.
Sec. 3. DUTIES OF DIRECTORS:
The Board of Directors shall hold meetings at such times as they may deem necessary to properly conduct and manage the affairs of the corporation.
Sec. 4. ELECTION OF OFFICERS:
The Board of Directors shall elect all officers for a term of one year.
Sec. 5. MEETINGS OF THE BOARD:
Regular meetings of the Board shall be held immediately after the annual election of Directors. At such meetings the Directors shall elect the officers of the corporation. Special meetings of the Board may be held at any time when all directors are present and agree to hold a meeting, or at any time when a quorum is present and agree to have a meeting, provided that all absent members of the Board consent that the meeting be held. Meetings of the Board may be called by the President on two (2) days' notice to the members of the Board.
Sec. 6. QUORUM:
A majority of the Board of Directors, or one less member than a majority plus the President or Vice-President, shall constitute a quorum for the transaction of business. In the absence of the President and Vice President the quorum present may choose a chairman for the meeting. If a quorum is not present, a lesser number may adjourn the meeting to a later day, not more than five days later.
Sec. 7. VACANCIES:
Whenever any vacancy shall occur in the Board of Directors by death, resignation, or otherwise during the term of a director, and said vacancy is expected by the remainder of the Board to remain until the end of the term of the director who vacated, and no director remains on the board whose term expirers at the same time as the term of the position vacated, the vacancy shall be filled without undue delay by a majority vote of the remaining members of the Board at a special meeting which shall be called for that purpose. Such election shall be held within thirty days after the occurrence of such vacancy. The person so chosen shall hold office until the next annual meeting or until his successor shall have been chosen at a special meeting of the members.
Sec. 8. ELIGIBILITY OF DIRECTORS:
Full members in good standing are eligible for election as Directors.
Sec. 9. INDEMNIFICATION:
The Corporation and the Directors and Officers designated by the Corporation shall not be liable to the Club or any of its members for decisions made regarding the Club, its facilities or its operations, and the Club shall indemnify and hold harmless the Company, and the members, Directors, Officers and managers of the Company, from and against any and all actions, claims, damages and costs arising out of or resulting from any actions taken or decisions made by the Corporation or the Directors or Officers designated by the Corporation; provided, however, that the Corporation and the Directors and Officers appointed by the Corporation act in good faith and in a manner they believe to be in the best interests of the Club, its members, and in accordance with law.
ARTICLE V - Officers
Sec. 1. OFFICERS:
The titles, duties, and powers of the officers of the corporation shall be as follows:
President The President shall preside at the meetings of the corporation and of the Board of Directors and shall be a member ex officio, with right to vote, of the Board of Directors and all committees except a committee designated to investigate charges against a member as provided in Article I of these By-Laws. The President shall also perform all other duties as set forth in these By-Laws and such additional duties as are necessarily incident to the office of President of the Corporation.
Vice President In case of the death or absence of the President, or of his inability to act, the Vice President shall perform the duties of the office of President. The Board of Directors may elect more than one Vice President, in which case it shall assign hierarchy.
Secretary It shall be the duty of the Secretary to give notice of and attend all meetings of the corporation and of the Board of Directors and keep a record of the meetings; to conduct all correspondence; to keep a list of the members of the corporation; to notify the officers and directors of the corporation of their election; to notify members of their appointment on committees; to keep lists of officers, directors, and committee members; to be keeper of the By-Laws: to be keeper of the Seal of the Corporation; to perform all other duties required to be performed by the Secretary under the provisions of these By Laws.
Treasurer It shall be the duty of the Treasurer to collect the fees and annual dues; to keep an account of all moneys received and expended for the use of the corporation; to make disbursements only upon vouchers approved in writing by the President or Vice President of the Corporation: to deposit all sums received in a bank or banks approved by the Board of Directors: to make annual reports to the members. The Treasurer shall, in advance of the annual meeting of the members, prepare a budget of the estimated expense of the corporation for the ensuing year.
One member may be elected to hold the offices of both secretary and treasurer. No member may hold any other plurality of offices.
Sec. 2. ELIGIBILITY:
Full members in good standing shall be eligible to hold office.
Sec. 3. VACANCIES:
All vacancies in any office shall be filled by the Board of Directors without undue delay at any meeting of the Board.
Sec. 4. COMPENSATION OF OFFICERS AND DIRECTORS:
None of the officers or directors shall receive salary or compensation in any form.
ARTICLE VI - Committees
Sec. 1. COMMITTEE APPOINTMENT:
The President shall appoint all committees. The members of the committees shall serve at the pleasure of the Board of Directors, except as otherwise provided in these By-Laws.
Sec. 2. BEACH COMMITTEE:
The President shall immediately after election appoint a beach committee. The President shall thereafter from time to time appoint such additional committees as may be necessary or advisable, or that he might be required to appoint pursuant to any resolution duly adopted by the members, and shall abolish committees as may be appropriate.
Sec. 3. APPOINTMENT OF COMMITTEE MEMBERS:
The President may appoint a member of the corporation or any member of the immediate family of such a member to any committee post.
ARTICLE VII - Beaches and Clubhouse
All beaches owned by the corporation, the clubhouse, and the waters of Lake Rippowam and Lake Oscaleta which may be used by the members of the corporation shall be used strictly in accordance with the rules and regulations which shall be prescribed by the beach committee subject to and approved by the board of directors. The beach which is owned by the corporation shall be maintained solely for the benefit of the members of the corporation. All piers and floats shall be kept and maintained in good state of repair. The beach committee shall establish rules and regulations governing the conduct of all persons using the beach, and shall make such rules known in writing to the members. The committee shall have the right to engage the services of a lifeguard during the bathing season and to fix the compensation for such lifeguard. All problems concerning the conduct of persons using the beach shall be regulated by the committee, but nothing herein shall he construed as vesting the committee with authority to prevent any member in good standing, the immediate family of such member and all bona fide house guests of such member from using the beach. The committee may prescribe specified periods when the servants or employees of the members may be permitted to use the beach.
The committee may not establish any regulations which would permit public use of the beach.
No fees shall be charged for the use of the beach by the members, their immediate family or their bona fide house guests or the servants of members, if such servants be authorized by the committee.
ARTICLE VIII - Corporate Seal
The corporation shall have an official seal and the following is a representation of such seal.
ARTICLE IX - Delivery of Notices
Any member may elect to receive notices by electronic mail (email) by registering a request with the Secretary. Upon receipt of such a request, and confirmation by email by the Secretary, the delivery of notices by email to that member shall meet the requirements for notice throughout these By-Laws.
A member may revoke the request for email delivery at any time by registering a request with the Secretary.
The Secretary shall maintain records of requests pertaining to email delivery of notices.
ARTICLE X - Amendments
These By-Laws may be amended, repealed, or altered in whole or part by the vote of two thirds of the members in good standing present in person or by proxy at any meeting called inclusively for that purpose.