ByLaws

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BYLAWS of the ADIRONDACK WHITE LAKE ASSOCIATION
Approved 1981
REVISED: 8/13/1988, 6/25/2005, 6/2009. 3/2022, 8/1/25

ARTICLE 1. CERTIFICATION OF NOTIFICATION AND NAME

1.1 Certificate Of Incorporation. The Certificate of Incorporation of the Adirondack White Lake Association, Inc. (the "Certificate of Incorporation") is hereby made a part of these Bylaws, and all matters hereinafter contained in these By-Laws shall be subject to any provisions in regard thereto as are set forth in the Certificate of Incorporation. All references in these By-Laws to the Certificate of Incorporation shall be construed to mean the Certificate of Incorporation as amended from time to time.

1.2 Name. The name of this organization shall be the Adirondack White Lake Association, Inc., incorporated in the State of New York, also known as AWLA, hereafter referred to as “the Association” or “this Association”.

1.3 Location. The office of the Association shall be located in the County of Oneida, State of New York. The Association may also have offices at such other places both within and without the State of New York as the Board of Directors of the Association (the “Board”) may from time to time determine or the business of the Association may require.

1.4 Definitions. All gendered terms used in these By-Laws shall be interpreted to include all genders, and singular terms shall include the plural whenever the context requires.

ARTICLE 2. MISSION

2.1 To promote and encourage:

  • A. interest in the community civic affairs pertaining to the concerns of lake front property owners at White Lake,

  • B. the establishment of sound policies designed to conserve, restore, protect, monitor, and safely regulate natural resources and environment in the Adirondack Park and more specifically the White Lake area,

  • C. and the safe use and enjoyment of the waters of White Lake.

2.2 To provide a program of social and recreational activity for members of the association and their guests.

2.3 To promote the propagation and protection of fish and game in the Adirondack Park, specifically on White Lake and surrounding wetlands.

2.4 To promote, advance, encourage and stimulate cooperation, understanding, fellowship and friendly exchange among members of the association and the surrounding community.

ARTICLE 3. MEMBERS

3.1 Membership Classifications. There will be two classes of membership: Resident Members and Associate Members.

3.2 Resident Member. A Resident Member shall be an owner, or their designee, of lake front property at White Lake who has paid the annual dues of the Association. A designee must be registered with the Secretary of the Association. Each paid property may have one or more owners or family members who may upon request be furnished with the combination to the boat ramp lock and receive publications of the Association.

3.3 Associate Member. An Associate Member shall be any person, not owning lake front property, but who is interested in the goals of the Association. They may attend meetings and social functions of the Association and will receive minutes, newsletters, and other publications. They will not receive the combination to the boat ramp, and they shall not be allowed to vote on any Association matter or for any Officer or Director. Associate Members may be members of the Committees of the Association.

3.4 Dues Requirement. In order to become Resident Members, or Associate Members, the dues set by the Board of Directors must be paid for the year.

ARTICLE 4. VOTING

4.1 Voting. Each paid lakeside property shall be entitled to one (1) vote by the Resident Member or proxy. The vote of a majority of Members present at a meeting at which a quorum is present shall be the act of the Members, unless the vote of a greater number is required by law or by these By-Laws. As determined by the Board, votes of the Members may be cast by the show of hands, vocally, written or electronic ballot, or in any other reasonable means.

4.2 Quorum for Meetings of the Association. 15% of the eligible Resident Members shall constitute a quorum for meetings of the Association. If a quorum is not present, no business of the Association may be conducted. Without a quorum, a majority of the members present may adjourn the meeting until a future date.

4.3 Ballot Voting. Votes which require at least a plurality of the voting membership, and other issues as directed by the Board of Directors, shall be by a ballot issued by the Secretary of the Association and returned in person, mail or by electronic polling. One ballot will be issued for each property where a Resident membership is active. A Resident Member may return one, and only one, ballot.  

4.4 Proxy Voting. At any meeting of the members, a Resident member entitled to vote may do so by proxy executed in writing by the member or his duly authorized attorney in fact. Proxies must be registered with the Secretary of the Association at or before any meeting where they are to be used for casting the members’ vote. A Resident Member may carry and vote one, and only one, proxy of another member. Each proxy shall be valid only for the specified meeting or any adjourned date of that meeting. The AWLA proxy form is attached to Appendix A.

ARTICLE 5. OFFICERS

5.1 Officer Qualifications: Officers of the Association shall be elected by a vote of the plurality of the ballots of the eligible voters before the Annual Meeting of the Association.

  • A. Officers of the Association must be Resident Members of the Association.

  • B. To qualify for the President and Vice President, individuals must have served as a board member for at least 1(one) year.

  • C. The offices of President and Vice President shall not serve in such respective position more than 3 terms (6 years) of the last 8 consecutive years unless there are no other candidates for that open position.

5.2 President. The President shall serve for a term of two years. The President shall preside at all meetings of the Association and shall serve as an ex-officio member of all committees of the Board. The President shall have general supervision of the affairs of the Board and perform all acts and duties usually incident to and required of an executive and presiding officer, as well as such other duties as may be conferred by the Board.

5.3 Vice President. The Vice President shall serve for a term of two years. The Vice President shall assume the duties of the President if the president is not available or is unable to serve.

5.4 Secretary. The Secretary shall serve for a term of two years. The Secretary shall keep the minutes of all Association and Board meetings and shall publish and distribute copies of such minutes to the membership by regular mail or email as requested by each member. The Secretary shall also prepare and distribute notices, newsletters, membership cards and other publications of the Association. The Secretary maintains the Corporate Seal, and the Association ballots.

5.5 Treasurer. The Treasurer shall serve for a period of two years. The Treasurer shall have custody of the Association funds, keep full and accurate accounts of receipts and disbursements in books belonging to the Association and shall deposit all money and other valuable effects in the name and to the credit of the Association in such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the Association as may be ordered by the Board.

The Treasurer shall prepare a report on income and expenses, and account balances, for each fiscal year (calendar year) and shall report on financial status at all meetings of the Association membership. The Treasurer shall provide a list of members eligible to vote at association meetings. The Treasurer shall submit to an audit by an audit committee at the discretion of the Board of Directors, or whenever a new treasurer is elected.

5.6 Director-At-Large. Upon completion of his/her term(s) as President, the Immediate PastPresident shall serve as the Director-At-Large and become the 11th member of the Board for a period of one year. This member shall perform such duties as may be assigned by the President and/or the Board of Directors. This position shall be automatic and not subject to the vote of the members of the Association. If the Immediate Past-President is unable or unwilling to fill this position, the President, with the consent of the Board, shall select a replacement for the open position until the next election.

5.7 Attendance At Board Meetings. Officers or Board Members who miss meetings of the Board with no valid reason may be replaced by the President with the consent of the majority of the Board. The President may, with the approval of the Board, select the replacement for the unexpired term.

5.8 Vacancies. If any of the following Officer positions become vacant because of death, illness, resignations, disqualification, removal, or other cause, the unexpired term will be filled in the following manner.

  • A. President: The Vice President will succeed to the office of President and complete the unexpired term. If that individual declines, the succession falls to the Secretary and then to the Treasurer. If all Officers decline, the Board of Directors will govern until a new election is called.

  • B. Vice President: The Board shall appoint a replacement to hold office until the next election or until a special election by the membership may be implemented.

  • C. Secretary: Board of Directors will appoint a successor to complete any un-expired term.

  • D. Treasurer: Board of Directors will appoint a successor to complete any un-expired term. E. Should the office of President and Vice President both become vacant at the same time, the Board of Directors shall govern until a special election of the membership has been conducted by regular mail or electronic means at the earliest possible date.

ARTICLE 6. BOARD OF DIRECTORS

6.1 Composition of the Board of Directors. The Board of Directors shall consist of the above Officers plus six additional Resident Members that are elected by a vote of the plurality of the ballots of the eligible voters at the Annual Meeting of the Association. The 11th member of the Board shall be elected to fill the one-year position vacated by the Director at Large.

6.2 Compensation. Members of the Board of Directors shall receive no compensation for serving as directors, except that they may be paid their expenses related to their duties as directors. The Board shall have no authority to establish compensation for services to the Association as directors.

6.3 Conflict of Interest. Members of the Board of Directors must disclose any potential conflicts of interest when voting on policy or transaction matters of the Association and comply with the Association’s Conflict of Interest Policy. Board members are required to sign a conflictof-interest statement annually.    

6.4 Term of Office. Board members, not Officers, will be elected for three-year rotation terms, with two (2) Board members elected each year.

6.5 Board Member Vacancy. The President, with consent of the Board of Directors, may appoint a Resident Member to replace any board member who is unable or unwilling to serve the full term, or who misses meetings of the Board with no valid reason. At the next Annual Meeting the position will be filled by election, for the remainder of the term.

6.6 Votes of the Board of Directors will be a vote of the majority of the Board, in person or by other verifiable communication.

6.7 Contracts. The Board of Directors may authorize the President or another Member to enter into contracts for the benefit of the Association.

ARTICLE 7. DUES 

Dues are collected from January 1 to May 1 of each year. The Board of Directors establishes the Association dues. A late payment penalty and/or a special business dues may be set by the Board of Directors and will remain in effect until changed.

ARTICLE 8. MEETINGS

8.1 Annual Member Meeting. The Annual Meeting of the Association will be held in August each year, and the date published in the association newsletter at least 4 weeks prior to the meeting.

8.2 General Member Meeting. A general Association meeting will be held each year in the spring, around Memorial Day Weekend. This date will also be published in a newsletter. The purpose of this meeting is to inform the membership of the activities planned for the year, advise on current financial status and receive comments and suggestions from the membership.

8.3 Special Meetings. Special meetings may be called by the President with the approval of a majority of the Board of Directors, by a majority of the Board of Directors, or by not less than 15% of the eligible voting Resident Members. All meetings must be announced with at least 10 days’ notice to the membership.

8.4 Board of Directors Meetings. Meetings of the Board of Directors will be held as needed to conduct business of the Association. Board Meetings will be scheduled by the President.

8.5 Robert’s Rules of Order. Meetings, balloting and elections will be conducted in accordance with Robert's Rules of Order.

ARTICLE 9. COMMITTEES

Committees will be established by the President and serve until their stated function is complete. Each Committee should consist of at least three members either Resident or Associate, including the chairman. Committee chairman shall present a report on committee activities and status at meetings of the Association.

  • A. Committees may include Fish stocking, Lake level, Social, Membership, Safety, Bylaws, Water Quality/Pollution, Nominating and any others as required.

  • B. Committee chairman must coordinate committee activities with the President and the Board of Directors

ARTICLE 10. NOMINATIONS AND BALLOTS

Section 10.1 Nominations. The Nominating Committee will formulate an annual ballot for the following Officers:

A. Office of President, every 2 years.
B. Office of Vice President, every 2 years.
C. Office of Secretary, every 2 years, alternating with the Treasurer.
D. Office of Treasurer, every 2 years, alternating with the Secretary.
E. At least two (2) candidates for Board of Directors.

10.2 General Criteria.

  • A. The Nominating Committee shall nominate two (2) candidates for each Officer position whenever possible. A single candidate slate may be submitted to the membership if the committee is unable to identify two willing candidates.

  • B. Candidates for elected offices must be Resident Members.

  • C. The offices of President and Vice President must have at least one-year previous Board experience.

  • D. Write-in candidates. The option of a write-in candidate exists as a right of membership in any election. Candidates must be Resident Members and must meet the qualifications as stated in the Bylaws.

  • E. Members of the Nominating Committee will not be eligible to be a candidate for an elected office of the Association.

10.3 Ballot and Voting.

  • A. The Chair of the Nominating Committee will appoint a teller who has responsibility for receiving and tallying the votes.

  • B. Ballots will be transmitted by regular mail and/or electronic means to the voting members of the Association at least thirty (30) days prior to the posted deadline for ballot submission.

  • C. Only ballots received by midnight of the designated date for the closing of the polls are counted. Ballots are screened for five business days after the election’s official closing date for valid postmarks or e-mail send dates.

  • D. The candidate receiving, respectively, the largest number of votes for the offices will be elected to those offices.

  • E. In the event of a tie vote for an office the election will be determined by lot.

  • F. The Secretary will verify the teller’s tally of the votes, taking reasonable steps to ensure that the teller’s count was accurate.

  • G. The Secretary has the responsibility of notifying candidates of election results.

ARTICLE 11. GENERAL PROVISIONS

11.1 Fiscal Year. The fiscal year of the Association shall be the calendar year, unless otherwise fixed by a resolution of the Board.

11.2 Seal. The corporate seal shall have inscribed thereon the name of the Association, the year of its organization and the words "Corporate Seal, New York". The seal may be used by causing it or a facsimile or other electronic copy thereof to be impressed or affixed or in any manner reproduced.

11.3 Accounts. All funds of the Association shall be invested or deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board may designate.

11.4 Drawing on Accounts. All checks or demands for money and notes of the Association shall be signed by the President or the Treasurer, or such other Officer or Officers or such other person or persons as the Board may from time to time designate.

11.5 Financial Records. The Treasurer shall keep all financial records and accounts of the Association in such form as he or she shall deem advisable and shall submit an annual financial report and such other intermediate financial reports as the Board shall direct. All financial records and accounts of the Association shall be open to inspection by any Director at any reasonable time.

11.6 Annual Budget. Prior to the start of each new fiscal year the Treasurer shall prepare and submit a proposed annual budget for the ensuing fiscal year to the Board for its approval.

ARTICLE 12. MONETARY FUNDS

12.1 THE FUND. A special fund, known within the Association as THE FUND, has been established for special use and shall be maintained in such depositories as may be designated by the Board. The Fund Balance is established by the Board of Directors. Changes to the Fund balance require affirmative votes by 9 members of the Board. Expenditure of monies from the FUND require the prior approval of 9 Directors and 60% of the Members that own lake front property on White Lake.

12.2 FUND INTEREST ACCOUNT. Earnings by the Fund may from time to time be transferred to the Fund Interest Account, as directed by the Board of Directors. Expending funds from this account requires the approval of nine (9) members of the Board of Directors.

ARTICLE 13. INDEMNIFICATION

To the extent permitted by the New York Not-for-Profit Corporation Law and specifically Sections 722 and 723, the Association shall indemnify its Officers and Directors of and from criminal and civil liability, including the payment of defense costs to the greatest extent permitted by applicable law. The Association may purchase insurance for such purposes.

ARTICLE 14. BOOKS AND RECORDS

The Association shall keep books and records of account. It shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any authority of the Board of Directors. The names and addresses of the members entitled to vote shall be maintained by the Secretary of the Association.

ARTICLE 15. SPECIAL RULES AND DISSOLUTION

15.1 Special Rules. No part of the net earnings of the Association will inure to the benefit of, or be distributable to its members, directors, Officers, or other private persons, except that the Association will be authorized and empowered to make payment and distributions in furtherance of the purpose of the Association set forth in the Articles of Incorporation. Notwithstanding any other provisions of the Articles in these Bylaws. The Association will not carry on any activities that are not permitted to be carried on by an organization exempt from Federal Income Tax under Section 501(c)(6) of the Internal Revenue Code of 1986 (or the corresponding provision of any subsequent United States Internal Revenue Code).

15.2 Dissolution. Upon dissolution of the Association, the Board of Directors will, after paying or making provisions for the payments of all the liabilities of the Association, dispose of all of the assets of the Association exclusively for the purposes of the Association in such manner, or to such organizations or organizations which are then qualified as exempt within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any subsequent United States Revenue Law) as the Board of Directors will determine exclusively for charitable, educational, or scientific purposes.

ARTICLE 16. PARLIAMENTARY AUTHORITY

The most current edition of Robert’s Rules of Order, Newly Revised, will constitute the parliamentary authority for the conduct of meetings of The Association.

ARTICLE 17. AMENDMENTS AND POLICY

17.1 Method. These by-laws may be amended from time to time by written approval or electronic polling from 51% of the eligible voting Resident Members.

17.2 Notice. Notice of the proposed amendment(s) will be provided in writing to the members through the Association’s newsletter, Web Site, or other appropriate communication means not less than thirty (30) days before the vote on the proposed amendment

17.3 Policies and Procedures. Various policies or procedures may be written and approved by 9 members of the Board of Directors. When approved, they will be part of the operational procedures of the Association and shall be maintained in the Association Handbook.

Adirondack White Lake Association Bylaws

Revised 2009

Appendix A: Proxy Form

The undersigned Resident Member of the Adirondack White Lake Association designates and authorizes the individual named below to act for him or her by proxy, with full power of substitution as directed herein. The undersigned extends full, valid, and formal designee status to the person named on this proxy and grants authority for them to act upon such business as may properly come before the specified meeting of the Association as limited herein.

This proxy shall be valid for the meeting scheduled for __________________________.   The undersigned reserves the right to revoke this proxy at any time for any reason or to attend meetings in person, if circumstances allow.

Person designated as proxy:  _____________________________

AWLA Member designating proxy:  ___________________________

Actions to be taken:  All (initial)_______, or   limitations as follows: ____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Signature of AWLA member designating proxy:  _______________________________

Print Name: __________________________

Date signed:  ______________________________

ADIRONDACK WHITE LAKE ASSOCIATION, INC.
CONFLICT OF INTEREST AND CONFIDENTIALITY POLICY
Approved March 18, 2025

POLICY

1. All volunteers and contract staff of AWLA shall avoid conflicts between their personal interests and the interests of AWLA.

2. All volunteers and contract staff of AWLA shall exercise care not to disclose confidential information acquired in connection with such status or information the disclosure of which might be averse to the interests of AWLA.

3. All volunteers and contract staff of AWLA shall adhere to a non-solicitation policy and shall not use AWLA e-mail lists or membership directories for business development or marketing of products or services.

4. All members of the AWLA Board of Directors will review the AWLA “Policy in Conflict of Interest and Confidentiality” and sign a “Conflict of Interest and Confidentiality Attestation” on an annual basis.

CONFLICT OF INTEREST

1. Conflict of Interest A conflict of interest includes situations wherein a volunteer or contract staff member (or their immediate family member) is involved in a decision or action regarding another entity (individual or organization doing business with or in competition with AWLA) in which the volunteer or contract staff member has a financial interest, is an employee, is a director or is a consultant.

2. Family Family of a person includes his or her spouse or domestic partner, children, parents, and siblings and their families.

3. Financial Interest A person has a Financial Interest if the person has, directly or indirectly, through business, investment, or Family:

  • a. An ownership or beneficial interest in any association or limited liability company of 35% or more or more than 5% in a partnership or professional Association with which the Association has a transaction or arrangement or with which the Association is negotiating a transaction or arrangement, or

  • b. Any compensation arrangement from which a person receives a financial benefit or other form of remuneration or incentive based upon a transaction or arrangement involving the Association. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

Disclosure: If a volunteer or contract staff person is aware of any personal interest related to an issue that exists or is under consideration by the Association, the individual shall immediately and prior to discussion about or action on the issue:

  • 1. Disclose the existence of all personal interests and

  • 2. Abstain from voting and/or attempting to influence the decision.

The disclosure shall appear in the minutes of the meeting at which it was made and in any subsequent meetings where the issue is discussed where appropriate, minutes shall record that the individual abstained from voting.

SPECIAL SITUTATIONS

Media: It shall be a conflict of interest for any AWLA officer officially representing AWLA to the public, to speak about any product/service that he or she represents without full, prior disclosure of the connection.

Endorsement: AWLA shall not endorse commercial products or services. A statement must be placed in all materials that AWLA’s participation in a project does not constitute endorsement of any product, services or company.

PROCEDURE

At the August Turnover Meeting, or when a new position appointment is made, the Secretary distributes the AWLA “Policy on Conflict of Interest and Confidentiality” and a “Conflict of Interest and Confidentiality Attestation” to all members of the AWLA Officers, Board of Directors, and contract staff. The policy is reviewed and the attestation signed. The Secretary will keep the attestations on file for a period of 5 years.

If a volunteer or contract staff person is aware of any personal interest related to an issue that exists or is under consideration by the Association, the individual shall immediately and prior to the discussion about or an action on the issue:

  • 1. disclose the existence of all personal interests and

  • 2. abstain from voting and/or attempting to influence the decision.

The disclosure shall appear in the minutes of the meeting at which it was made and in any subsequent meetings where the issue is discussed, where appropriate, minutes shall record that the individual abstained from voting.

ADIRONDACK WHITE LAKE ASSOCIATION, INC. CONFLICT OF INTEREST AND CONFIDENTIALITY POLICY
Approved March 18, 2025

Director's Initial/Annual Conflict of Interest and Confidentiality Statement ************************

In accordance with Adirondack White Lake Association’s (the “Association”) Conflict of Interest and Confidentiality Policy (the “Policy”), the undersigned Officer or Director of the Association hereby: ____________________________________________________________
Identifies that I am an officer, director, trustee, member, owner, or employee of the following entities with which the Association has a relationship: Identifies that I may have a conflicting interest in the following transactions in which the Association is a participant:

Affirms:

  • a. I have received a copy of the Policy.

  • b. I have read and understand the Policy.

  • c. I agree to comply with the Policy.

    ____________________________________ Name (print) ____________________________________ Signature Date:________________________________

ADIRONDACK WHITE LAKE ASSOCIATION, INC.
POLICY ON FISH STOCKING
Approved 8/28/1993; Revised 9/2008, 3/18/2025 White Lake Fish Stocking Policy dated August 28, 1993

This policy was approved by the Board of Directors of the Adirondack White Lake Association on August 28, 1993, and shall remain in effect until rescinded or amended by that Board.

PRINCIPLE. to maintain the aquatic balance of the lake, it is necessary to establish a fish stocking program. The lake quality cannot be sustained without providing a proper balance of various species of fish. The normal species of Lake Trout, Perch, Bullhead, Sunfish and Bass can and do reproduce naturally. However, Rainbow Trout do not reproduce primarily because there is no freef lowing water into the lake. It is, therefore, important to restock the lake for both lake quality and the sport of fishing.

QUANTITY. The desired minimum is to stock 1,000 Rainbow Trout that are 10 inches long or longer annually. The type and size are recommended as determined in previous studies by the Conservation Department and Cornell University research department. The original study indicated that stocking 7000 fish 7” to 9” was desired. The larger fish will have a higher survival rate.

FISH COMMITTEE. The president of the Association shall appoint a fish committee and appoint the chairperson of that committee. The purpose of the fish committee is to make recommendations to the Board, and the Association relating to fish and fishing in White Lake, and to raise funds to support the stocking of fish in the lake each year. The committee should consider the means to raise funds from people who fish the lake, but are not members of the association, in addition to association members. Funds raised by the fish committee will be turned over to the Association treasurer, who will also pay approved expenditures, by the committee.

STOCKING OF FISH. The Fish Committee will determine when and where to stock the fish and will advise the membership of its plan each meeting.

ASSOCIATION SUPPORT As of 2022, the White Lake ADK Association, Inc (WLADK), a 501 c(3) organization, provides funding for the AWLA Fish Stocking Program. WLADK accepts tax-deductible donations from AWLA members and the community.

POLICY AWLA’s Fish Committee determines the cost, number, type of fish, and vendor for the annual fish stocking. The request for funding is submitted in the fall to the WLADK Treasurer for the upcoming f iscal year. AWLA will hold raising events from time to time, and proceeds will be donated to WLADK.