bd030903

The Sandy Pond Channel (Maintenance) Association

www.spcma.homestead.com

P.O. Box 686

Sandy Creek, NY 13145

Cathy@gpmarina.com

315-387-2565, 387-3513

SANDY POND CHANNEL (MAINTENANCE) ASSOCIATION

Board of Directors Meeting:

Page 1 of 5

Bd-20032 (Rev 01) MAR 09, 2003, 12-1 PM

Attachment: By-Laws, pages 2-5

Presiding: Cathy Goodnough, President

Attending: Greg Breslin, V. Pres.; Chris Noel, Treasurer; Mike Goldych, Secretary; Directors: Tom Jones,

Mike Pastuf, Burt Goodnough; Permit Committee: Tony Senzarino, Dianne Senzarino,

President's Report:

700 solicitation letters sent = > $ 10,000 received to date

578 letters to go out week of Mar 10, 2003, postage donated by the Sandy Pond Sportmen Association

-Have filed for status as a 501. 3.C not-for-profit corporation

Membership Donations: [Bronze (Cu/Sn)] $ 25.00

40 donors to date

[Silver (Ag)] $ 50.00

34 donors to date

[Gold (Au)] $ 100.00

49 donors to date

[Platinum (Pt)] >$ 200.00 05 donors to date

Action

Bd-2003-2.1

Motion to Adopt Mission Statement from Home Web Page. Moved - M. Pastuf, 2nd -C. Noel

Discussion

Motion to Amend to Include Section 1.0 of Bylaws "Purpose".Moved- M. Goldych, 2nd -T. Jones

Motion as Amended adopted by acclamation. APPROVED.

Mission Statement: "The Sandy Pond Channel Maintenance Association (is) a newly formed organization that cares about the Sandy Pond Channel to Lake Ontario. Over the past few years the Channel has undergone many changes. These changes were created by Mother Nature. She is filling in our pond. Therefore in order to maintain this valuable natural resource a group of concerned business owners and citizens has been formed. We are a volunteer organization that needs your support. If you care about the Channel please join us!!! Support us in our quest to SAVE THE SANDY POND CHANNEL!!!

The purposes of the SANDY POND CHANNEL MAINTENANCE ASSOCIATION are to: 1) assure the safe and unimpeded transit of recreational vessels between Lake Ontario and Sandy Pond; 2) cooperate with Government agencies and Not-for-Profit Organizations regarding improvements to, and preservation of, Sandy Pond and its associated geography and wildlife; 3) cooperate with said agencies and organizations to promote public access and use of the area; and 4) support the coordination of efforts to promote a vibrant aquatic-based local economy."

Bd-2003-2.2

Motion to Adopt By-Laws as submitted: Moved- M. Pastuf, 2nd T. Senzorino

Motion to Amend section 1.0, "Purpose" by substitution of "support the" for "advocate"

Moved T. Jones, 2nd- G. Breslin; Accepted as Editorial Amendment to main motion.

Discussion: M. Goldych urged Tabling until next meeting to allow further consideration

By-Laws as Amended adopted by unanimous vote. APPROVED. By-Laws Attached pp 2-5.

Bd-2003-2.3 Motion to Establish "Membership" as a $ 25.00 Donation from a Family. Moved- M.Pastuf,

2nd- T. Jones. Discussion concerns by M. Goldych that the number of votes for each "family" at the Annual Meeting was undefined. How many votes can a "family" cast? APPROVED.

Board of Directors Meeting Adjourned. General Meeting Convened at ~ 1 PM

BYLAWS of the SANDY POND CHANNEL MAINTENANCE ASSOCIATION, BD-2003-2.2, p. 2 of 5

Section

1.0 PURPOSE

2.0 MEMBERSHIP

Membership in the SANDY POND CHANNEL MAINTENANCE ASSOCIATION (SPCMA) shall be open to those who have made recognized contributions to, or on behalf of the organization, in the Calendar year previous to the Annual meeting. The Board of Directors shall establish rules governing the documentation and recognition of contributions, monetary and otherwise, to the organization.

3.0 ANNUAL MEETING

The SPCMA shall hold an annual meeting of the organization in the first quarter of each year beginning in 2004. This meeting will be open to all members. Officers and Directors of the organization will be elected at the Annual Meetings in accord with the terms of service specified herein. Notice of the Annual Meeting shall be made by the President or her designee to all members at least 30 calendar days prior to the Annual Meeting. Public notice of the Annual Meeting shall also be made at least 30 calendar days prior to the meeting. Sufficient Notice will be met by a specific posting on the organization's official website.

4.0 DIRECTORS

The SPCMA shall be governed between Annual meetings by a Board of Directors including its Officers and eight (8) Directors elected at-large from the organization's membership. The term of office for four original Directors will end at the 2004 Annual Meeting, while the term of office for the remaining four original Directors will end at the 2005 Annual Meeting. At each Annual Meeting beginning in 2004, four (4) directors will be elected to a two year term of office.

5.0 OFFICERS

The organization shall have four (4) Officers elected by membership at the Annual meeting in each odd-numbered year beginning in 2005. The officers will be a President, a Vice President, a Treasurer, and a Secretary.

5.1

PRESIDENT

Operating authority and organizational representation shall be vested in the President. The President shall be chair of the Board of Directors. The President shall annually appoint a member to serve as parliamentarian for General Meetings.

5.2

VICE PRESIDENT

In the case of a vacancy in the Office of President, the Vice President shall become the President. The Vice President shall handle those responsibilities specifically delegated to him/her by the President.

BD-2003-2.2, p. 3 of 5

5.3

TREASURER

The Treasurer shall be the chief fiduciary officer of the organization and Chair the Audit Committee.

5.4

SECRETARY

The Secretary shall record the actions taken by the members at the Annual Meeting, and the Directors at their meetings throughout the year.

6.0 BOARD OF DIRECTORS

A total of eight (8) officers and directors shall constitute a quorum of the Board of Directors.

Actions of the Board of Directors will become effective when passed by a majority of those officers and directors present.

The President may vote on any item before the Board of Directors. The President shall appoint one of the Board to serve as Parliamentarian at its meetings.

When specifically authorized in writing by the President to the Secretary, the Vice President may chair the Board of Directors meeting.

Meetings of the Board of Directors will be conducted in accord with Roberts Rules of Order as amended by specific rules established by action of the Board of Directors.

A "roll call" vote will be recorded on any action of the Board of Directors if approved by a majority vote of the Directors present.

The Board of Directors may establish organization policies and operating rules as necessary including, but not limited to, designation of official publications or websites, designation of the organization's official banking establishments, designation of the organization's legal representatives and financial auditors, methods of authorization to purchase equipment and services, methods of financial disbursement review by the organization, procedures for nominating successor directors, procedures for filling Director vacancies, procedures for developing and adopting an annual budget, qualifications for membership, categories of membership as may be necessary, and procedures for conferring membership on those individuals recognized for their contributions and efforts on behalf of the organization.

The Board of Directors may act as a "committee of the whole," or designate several of its members to serve as the Audit Committee. The Audit Committee shall review the organizations financial transactions and projections at least semi-annually.

The Board of Directors may consider the establishment of, and methods to accomplish and tally, proxy voting by the general membership at the Annual Meeting.

Policies, rules, and procedures established by the Board of Directors will be available to any member by request to the Secretary, or by "posting" to the website at the discretion of the Board of Directors.

Minutes of the Board of Directors Meetings will include as a minimum, actions taken by the Board, appointments made by the President, and abbreviated Committee Reports. These minutes will be available to the General Membership in a manner determined by the Board of Directors.

BD-2003-2.2, p. 4 of 5

7.0 COMMITTEES

The President will appoint the chairs of all ad-hoc committees. The President will appoint the Chairs of the Standing Committees in consultation with the Board of Directors.

7.1 STANDING COMMITTEES

There shall be three (3) Standing Committees. The Fund-raising Committee, the Permit Committee, and the Equipment Committee.

7.2

FUND-RAISING COMMITTEE

The Fund-Raising Committee will develop plans, and conduct activities to raise revenues for the organization. Public Fund-Raising activities and solicitations must be approved by the President and the conduct thereof reported to the Board of Directors at the earliest convenient meeting following approval.

7.3

PERMIT COMMITTEE

The Permit Committee will research requirements and prepare applications for necessary Governmental Permits to further the purposes of the organization. The Permit Committee may meet with Government representatives only on the expressed approval of the President. Any Permit Application must be signed by the President and reported to the Directors at their next meeting.

7.4 EQUIPMENT COMMITTEE

The Equipment Committee will research project requirements, equipment specifications, equipment operability and controls, and equipment availability. This committee will prepare specifications as necessary for specific equipment and advise the President and the Board of Directors regarding equipment needs and suitability. The Equipment Committee may meet with Retail and Manufacturing representatives only on the expressed approval of the President. Any Equipment Purchase, Purchase Offer, or Bid for an amount greater than $ 100.00, 05% of the approved Annual Budget, or 05 % of the organization's unencumbered funds, whichever is the greatest, must be signed by the President and reported to the Directors at their next meeting.

7.5

AD HOC COMMITTEES

The General Membership at any meeting, the Board of Directors at any meeting, or the President at her discretion, may establish ad-hoc committees of any size to consider and develop plans for any issues other than those appropriately designated within the jurisdiction of the Standing Committees or the Board of Directors.

8.0

CHANGES TO THE BY-LAWS

8.1

ANNUAL MEETING

Changes to these By-Laws may be made at the Annual meeting, provided the maker of the motion to change advises the general membership of the proposed changes, by at least posting the proposed changes on the organization's website 15 calendar days prior to the Annual meeting. Editorial and procedural amendments to the proposed changes may be considered at the Annual Meeting provided they are ruled relevant by the President in accord with Roberts Rules of Order. Changes thus considered must be approved by a majority of those present and voting.

BD-2003-2.2, p. 5 of 5

8.2 BOARD OF DIRECTORS

Changes to these By-Laws may be made by a majority vote of the Board of Directors provided the Change has been approved for the agenda by a majority vote at a meeting of the general membership or the Board of Directors at least 14 calendar days previous.

An immediate change to these By-Laws may be made upon approval by 75% of those Directors present at any Board of Directors meeting. Reconsideration of the Approval of an Immediate Change must be the first item of business at the next general membership meeting or Board of Directors meeting, whichever occurs first.

8.3 INITIAL ADOPTION

These By-Laws may be initially adopted at either a general membership meeting or a Board of Directors Meeting provided at least 75% of the Officers and Directors are present.

Date of Approval:_ MAR 09, 2003__ ( ) by General Membership

( X ) by Board of Directors

President:__Cathy Goodnough_________

Secretary:_Michael Goldych

Signature