Amended & Restated
Leisure Lake Membership Association, Inc.
Having been voted upon and adopted by a two-thirds vote of the total number of members in good standing present at the July, 2016 Membership meeting. This constitution is amended and restated and put into place effective as of July 10, 2016.
Preamble:This constitution is adopted for the mutual benefit and protection of Leisure Lake Park and its Members. The tenets and principles set forth constitute the rights and obligations of the members of Leisure Lake Membership Association, Inc.
This constitution, as a contract is enforceable according to its terms, by any of the parties and is subject to the Declaration of Covenants and Restrictions of Leisure Lake Membership Association Inc., as declared and recorded on May 10, 1980 at the Portage County Recorders office in Volume 978 page 372.
Article I Name, Principle Meeting Place and Purpose
1.1 The legal name of this organization shall be Leisure Lake Membership Association, Inc. a non-profit organization in the state of Ohio.
1.2 The Principal meeting place shall be Leisure Lake Park located at 5393 State Route 225, Diamond, Ohio
1.3 This association shall abide by all policies and procedures set forth in the Leisure Lake Membership Association Constitution and by-laws.
1.4 The purpose of the Association shall be to maintain and continue to improve Leisure Lake Park, while promoting the well being and safety of its members.
Article II Membership Definition
2.1 Members shall be defined as those persons whom own a deeded interest or a membership agreement in Leisure Lake Park.
2.2 A member in good standing shall be defined as a member whose obligations, including but not limited to dues, fees and/or assessments are current.
2.3 A member in default shall be defined as a member whose obligations, including but not limited to dues, fees and/or assessments are NOT current.
2.4 Immediate family shall be defined as those persons who are legally considered the grandparents, parents, siblings, children, spouses and/or descendents of said member(s), any persons who are legally dependent and/or part of a members Trust. The member(s) bears sole responsibility of regulating which family members shall be extended privileges within Leisure Lake Park.
2.5 A guest shall be defined as a person who has been extended some of the privileges of membership for a limited period of time, by a member. The guests accountability is the direct responsibility of that member.
2.6 Assignee(s) and lease holder(s), shall be defined as those to whom a deeded interest owner(s) has notified the Board, in writing, that these person(s) shall be representing the owner(s) without exercising the voting rights of said owner(s)
Article III New Membership Requirements
3.1 All persons acquiring a deeded interest from any individual shall become a member in good standing upon payment of all dues, fees and/or assessments and presenting the Board with a copy of their recorded deed for Leisure Lake Records.
3.2 All persons purchasing a membership agreement through Leisure Lake Membership Association Inc. shall become a member in good standing upon payment of all dues, fees and/or assessments.
Article IV Non-Discrimination Policy
4.1 Sex, race, creed, religion, disability and/or national origin shall not limit membership in this organization.
Article V Meetings
5.1 All meetings will be conducted according to the Roberts Rules of Order.
5.2 There shall be three (3) meetings of the membership in good standing to be held on the second Sunday of April, July and October to present the state of this association, and to handle business defined in the constitution as business that must be handled during these meetings.
5.3 Special meetings shall be defined as meetings of the membership in good standing, called by the President of the Board of Directors, a two-thirds majority of the Board excluding the President, or by a petition of at least sixty (60) individual signatures of members in good standing to request a special meeting to conduct business that can not be accomplished at regularly scheduled meetings. The membership shall be notified thirty (30) days prior to the meeting (Ref: Article 8, Section 8.1).
5.4 Monthly Meetings shall be defined as normal meetings conducted by the Board to discuss and act on matters pertaining to the ongoing operations of this organization which may be attended by members in good standing.
5.5 Executive meetings shall be defined as closed meetings of the Board to discuss legal and disciplinary matters.
5.6 Planning sessions shall be defined as meetings held by the Board, and/or committees appointed by the Board of Directors. These shall deal with aspects of the operation of this organization to be presented to the Board and/or membership at a membership, special or monthly Board meetings.
5.7 Emergency meetings shall be defined as meetings of the membership called by a quorum of members in good standing in the event that for any reason this organization would find itself in a situation with less than five (5) members on the Board of the Directors to conduct business. The sole purpose of these meetings shall be to temporarily fill the vacancies on the Board to carry out the business of the Association and to arrange for a new election of members to the Board of Directors by the membership. The membership shall be notified fourteen (14) days prior to these meetings (Ref: Article 8, Section 8.2).
Article VI Location of Meetings
6.1 Executive, Monthly Board, membership, special and emergency meetings shall be held at Leisure Lake Park Clubhouse.
6.2 Committee meetings and planning sessions may be held wherever necessary.
Article VII Time of Meetings
7.1 Membership meetings shall be held on the second Sunday of the following months: April, July and October at 10:00 am. In the event that this falls on a holiday the meeting shall be held the following Sunday.
7.2 The Board of Directors shall set monthly board and executive meeting times.
7.3 Committee meetings and planning sessions may be held whenever necessary.
7.4 Emergency meetings shall be held as needed.
Article VIII Notification of Meetings
8.1 The President shall notify the members in good standing, by publication of a letter with the date, time, location and the agenda of any special meeting no less than thirty (30) days prior to the meetings.
8.2 The President shall notify the members in good standing, by publication of a letter with the date, time, location and the agenda of any emergency meeting no less than fourteen (14) days prior to the meetings.
Article IX Quorum
9.1 A quorum shall be present in order to conduct business at any membership, special or emergency meeting. A quorum shall consist of ten percent (10%) of the total number of members in good standing that are eligible to vote.
9.2 Seven (7) members of the Board of Directors shall be required to conduct business at the monthly Board meeting.
9.3 Three (3) Executive Officers of the Board shall be required to make decisions in an executive meeting.
9.4 Two thirds (2/3rds) of the total number of persons on any committee are needed to hold meetings or planning sessions.
Article X Voting by the Membership
10.1 Only membership agreement members in good standing after a period of one (1) full year and deeded interest members in good standing verified by the Board of Directors shall be permitted to vote.
10.2 Each membership agreement member in good standing shall be entitled to two (2) votes. Each deeded member in good standing shall be entitled to two (2) votes per deed, not to exceed six (6) votes.
10.3 All members eligible may then vote for members of the Board of Directors, amendments to this constitution and any other issues addressed at a membership, special or emergency meeting.
10.4 Assignee(s), leaseholders do not have the right to vote.
Article XI Establishment of Directors
11.1 Affairs of this Association shall be governed by its Board of Directors and are subject to review by the membership.
11.2 The Board of Directors shall consist of nine (9) members who have been members in good standing for a period of twelve (12) months in this organization.
11.3 The Board of Directors shall consist of four (4) Executive Officers: President, Vice President, Secretary and Treasurer, along with five (5) Trustees, whose duties shall be governed by this constitution. The Board, by majority vote, shall prescribe rules of procedure for the conduct of the Board meetings.
11.4 A Board member may be relieved of his/her duties by the Board if he/she has missed three (3) consecutive non-excused board meetings.
11.5 Any Board member may be removed from office upon presentation of valid documentation to the Board of Directors of misconduct or inappropriate behavior or by a majority vote of the membership, at any membership or special meeting.
11.6 Members of the Board of Directors shall not receive any stated salaries for their services; however, they may be reimbursed for any expenses incurred in carrying out the duties of their office when pre-authorized by the Board.
Article XII Powers and Responsibilities of the Board of Directors
12.1 The Board of Directors shall have the power to draft rules and regulations to govern the membership to the extent that these rules and regulations are consistent with the Declaration of Covenants and Restrictions and the Constitution governing the Park and the Membership.
12.2 The Board of Directors shall develop policies and procedures to insure all members in good standing shall have access to the properties and facilities of Leisure Lake Park for themselves, their immediate family, Assignees, Leaseholders and guests.
12.3 The Board of Directors shall have the power to enforce the regulations of this organization and make recommendations of discipline by a majority vote of the Board members.
12.4 A budget committee shall be formed consisting of the Treasurer and two (2) alternating Board members and three (3) non-Board members on or before February 1st. The purpose of this committee shall be to prepare and submit a budget at the April Membership Meeting for approval by the Membership. The non-Board members shall serve on this committee for a period of twelve (12) months.
12.5 The Board of Directors shall be required to obtain three (3) bids on all purchases, repairs and improvements in excess of $1,000 (one thousand dollars) excluding emergencies involving the electric, water and sewer or safety issues.
12.6 Neither Members of the Board, nor any member(s) shall have the power to borrow or finance any funds from any source, or incur any debt on behalf of the Association beyond that which the majority of the members having approved at the April meeting, where the budget had been presented for approval or at a special meeting for any emergency expense not covered by the annual budget.
12.7 Checks must be signed by the treasurer and verified for validity by the President within 14 days of issuance. If the Treasurer is unavailable, then checks may be signed by the Vice President and verified for validity by the President within 14 days of issuance.
12.8 The yearly tax return will be reviewed and approved by the Board of Directors after being prepared by the treasurer and accountant. Once filed, the treasurer will post the return for membership review at the clubhouse. The treasurer will present the return to the membership at the April meeting to ensure a permanent record.
Article XIII Duties of the Board of Directors
13.1 The President shall be principle officer of the Association, and in general, through the direction provided by the Board of Directors, shall supervise and control the business of the Association.
13.2 The President shall preside over all meetings, assuring the proper procedures are carried out throughout the meeting.
13.3 The President shall assume the duties of the Vice President in the event of illness or any other causes that make it impossible for the Vice President to perform their duties on a temporary basis.
13.4 The President shall appoint a Sergeant of Arms prior to the Membership or Special meeting to insure that the meetings are conducted in an orderly manner.
13.5 The President shall have a background check for banking purposes.
13.6 The Vice President shall preside at all meetings where the President is unable to attend and shall assume the duties of the President in the event of illness, or in any other causes that make it impossible for the President to perform their duties on a temporary basis.
13.7 The Vice President shall assume the duties of the Treasurer and/or Secretary in the event of illness, or any other causes that make it impossible for him/her to perform their duties on a temporary basis.
13.8 The Vice President, at the direction of the President with the support of the Trustees, shall organize and oversee committees to continue the betterment of the Park and the well being of its members.
13.9 The Vice President shall have a background check for banking purposes.
13.10 The Treasurer shall have the responsibility for the receipt and disbursement of all funds and insure that all are accounted for properly.
13.11 The Treasurer shall present written, detailed reports at the membership meetings and each of the monthly Board meetings. These reports shall be posted within the clubhouse for review by the membership within seven (7) days after each meeting.
13.12 The treasurer shall have a background check for banking purposes.
13.13 The Secretary shall be the principal officer in charge of the maintenance of all records of the Board of Directors and this Association, assuring that the same are available at all times at the office upon request by any member in good standing.
13.14 The Secretary shall provide an agenda for Membership meetings.
13.15 The Secretary shall post minutes of each Membership meeting within 14 days after the scheduled meetings.
13.16 The Trustees shall conduct a quarterly audit of the records. An annual audit must be completed by an outside Certified Public Accountant no more than thirty days past the end of fiscal year (April 30th).
13.17 The Trustees shall support and assist the Board with committees for the betterment of the Park and its members.
13.18 The Trustees shall be responsible for any and all assignments as prescribed by the Board for the protection, safety and well being of Leisure Lake Park and its members.
13.19 Any Board member(s) resigning their office verbally or by written notice for any reason shall be given a period of forty-eight (48) hours to rescind their resignation by written notification to any Board member. After the waiting period, the Board shall follow the procedure for replacing said member.
13.20 Any board member(s) leaving office for any reason MUST immediately turn over all property of Leisure Lake Membership Association. This includes all keys, books and any other information pertaining to LLMA.
Article XIV Elections
14.1 All members who have been members in good standing for a period of twelve (12) months in this organization shall be eligible to run for an office on the Board of Directors.
14.2 Any elected Officer who resigns for any reason may not run for any elected office during the next election period.
14.3 Any member who has resigned three (3) times from any office shall be ineligible to hold any position on the Board of Directors.
14.4 Terms of Office for the Board of Directors shall be for two (2) years. To insure continuity, on even numbered years, the President, Secretary, and three (3) Trustees shall be elected. The Vice President, Treasurer, and two (2) Trustees shall be elected on the odd year.
14.5 Not more than one family member shall be permitted on the Executive Board of Directors at any one time. Multiple Deeds that are owned by the same person/spouse shall be considered one (1) membership for the purpose of holding elected office.
Article XV Nomination and Election Procedures
15.1 The Board of Directors shall post in the clubhouse the available positions and their responsibilities for the upcoming election no later than June 1st.
15.2 Nominations shall take place at the July Meeting. All persons who are nominated and have accepted the nomination shall request a Resume Form (see Appendix A) from the office. The completed form will need to be returned to the office no later than 14 days after the July meeting. The Board will then verify that the members are in good standing and post their resumes in the clubhouse for review by the members no later than August 05th.
15.3 The Board members whose positions are up for re-election shall not review the Nominees files.
15.4 The Board of Directors shall appoint an Election Committee no later than August 10th. This committee shall consist of four (4) members in good standing and will serve for one election. These members shall oversee proper election procedures and the election committee shall begin by casting their ballot first.
15.5 No member of the Election Committee may be running or have a family member running for any office.
15.6 The election shall be by secret ballot. Voting will take place the last Saturday of August and the first Saturday of September at a designated time and place which will be posted at the clubhouse by August 15th.
15.7 Results will be posted no later than the Sunday following the first Saturday in September by 12:00 Noon at the Clubhouse. The candidate who received the largest number of votes for any given office shall assume that office.
15.8 In the event of a tie vote, there shall be a run-off election between the tied candidates the 2nd Saturday in September. The run-off election shall be by secret ballot at a time and place to be posted at the Clubhouse and ballots may only be submitted by Members who participated in the previous election. The results of the run-off election will be posted upon the election committees final ballot count, but no later than 24 hours after voting closes.
15.9 The President shall appoint a qualified person, to be the installing officer. The installation of the officers shall occur at the October meeting.
15.10 Any vacancies resulting from any resignation or lack of nomination shall be filled by offering the position to those individuals from the previous election with the highest vote count in successive order. If none wish to accept the Board, after posting the vacancy and accepting resumes from interested members in good standing for a period of 14 days from the posting date, may then choose another interested person.
Article XVI Amendments to the Constitution
16.1 This Constitution may be altered, amended or replaced and a new Constitution may be adopted by a two-thirds vote of the total number of members in good standing present at any Membership meeting and/or special meeting.
16.2 Any member desiring to submit an amendment to a vote of the membership, shall submit a petition with fifty (50) individual signatures of members in good standing, along with the proposed amendment to the Secretary of the Board of Directors at least forty-five (45) days prior to a membership and/or special meeting. The Secretary, after verifying that the members are in good standing, shall post the amendment thirty (30) days prior to the meeting. The amendment is to be placed on the agenda and the member proposing said amendment shall have the opportunity to present their proposal to the membership.
Article XVII Severalty
17.1 If any part, clause, provision and/or condition of this Constitution is held to be void, invalid or inoperative, such shall not affect any other clause, provision and/or condition hereof; the remainder of this Constitution shall be effective as though such clause, provision and/or condition no contained herein.
17.2 The Board of directors, by the majority vote, shall have the authority to make and enforce any rule not mention in this Constitution and/or By-laws to insure the safety, protection and well being of Leisure Lake Park and its Members.
Article XVIII Dissolution
18.1 Upon dissolution of Leisure Lake Membership Association Inc. all of its remaining assets after payment of all costs and expenses of such dissolution shall be distributed to organization which have qualified for exemption under Section 501-C-3 of Internal Revenue Code or to the Federal Government, or to a State or Local Government, for a public purpose and none of the assets shall be distributed to any member, officer and/or Trustee of this organization.