ARTICLE I.     GENERAL

             The Porter Lake Association is organized under the provisions of Title 13-B MRSA, as a non profit corporation in New Vineyard, Maine, with the primary purpose of working to upgrade, maintain and preserve the desirable recreational and environmental qualities of Porter Lake.

ARTICLE II.    MEMBERS

        There will be two classes of members: Individual and Family. The only qualification for joining will be the payment of annual dues which will be determined by The Board of Directors. Each individual member and each adult family member will have one vote.

ARTICLE III. DIRECTORS

        A.        The Board of Directors will manage and control the business, property and affairs of THE PORTER LAKE ASSOCIATION.

         B.        The directors will not be less than seven (7) in number and not more than fifteen (15). They will be elected from the membership by the members at the annual meeting. A Directors term of office will be three (3) years except that approximately one-third of the directors elected to the first board under these bylaws shall serve for one (1) year, one-third for two (2) years, and one-third for three (3) years.

            C.        Vacancies on the Board of Directors, occurring during the year may be filled by majority vote of the remaining directors.

            D.        A director may be removed from office for cause by affirmative vote of two-thirds (2/3) of the membership present at a special meeting called for that purpose, or by (2/3) of the directors in the case of a director whom the Board elected. Absence of a director from three (3) consecutive meetings of the Board of Directors, without adequate excuse, shall be cause for removal.

ARTICLE IV.   OFFICERS

        A.        The Officers of the Corporation will be a President, Vice-President, Secretary and Treasurer. Officers will be elected by the directors at the Annual Meeting and will serve for a term of one (1) year or until successors have been elected.

            B.        The President will be The Chief Executive Officer of the Corporation, will chair The Board of Directors, will have general and active management of the Corporation and will execute the will of the Board of Directors.

            C.        If the President is absent, the Vice-President will act as the President and when so acting, will have the power and authority of the President.

            D.        The Secretary will be the Secretary of the Corporation and the Board of Directors and will be responsible for: causing timely notice to be made of all meetings and events, custody of records and reports, correspondence, recording and reporting of all meetings to the Board of Directors, and submission of the biennial report to The Secretary of State.

            E.         The Treasurer will have custody of corporate funds, account for receipts and disbursements, make disbursements as directed by the Board of Directors and advise and report to the Board on financial matters of the Corporation. The Corporation accounts will, at the very least, be audited annually by two (2) directors appointed by the President.

ARTICLE V.  MEETINGS

 A.    MEMBERS

1.        The Annual Meeting of members will be held during the month of August at a place, time, and date determined by the Board of Directors. Written notice will be given at least thirty (30) days in advance.

  2.        A special meeting of members (usually a one-time meeting with a specific purpose may be called by the President, the Board of Directors, or by one-twentieth (1/20) of the members but not less than twenty (20) members. Written, telephone, email, or face-to-face notice of meetings and the purpose of the meeting will be given not less than fourteen (14) days in advance of the meeting date.

 B.    BOARD OF DIRECTORS

             1.        The Board of Directors will hold at least two regular meetings annually. They will be open to all members.

             2.        A special meeting of the Board of Directors may be called by the President or any two (2) members of the Board.

             3.        Written, telephone, or face-to-face notice of meetings and the purpose of the meetings will be given not less than five (5) days in advance of the meeting date.

 C.    QUORUM

            1.        For meetings:  fifteen (15)

             2.        For meetings of the Board of Directors: a majority of the directors then serving.

 ARTICLE VI.   COMMITTEES

 A.        There shall be an Executive Committee, a Nominating Committee and such other standing or special committees as the Board of Directors may establish.

 B.        Executive Committee

             1. The Executive Committee will consist of the President (as Chairman), Vice-President, Treasurer, Secretary and one (1) member of the Board of Directors elected by the Board at the Annual Meeting.

             2.        The Executive Committee will have all the power and authority of the Board of Directors to transact regular business during periods between Board meetings, except that the Executive Committee shall have no authority to: amend the Articles of Incorporation, merge or consolidate, recommend to the members the sale or disposition of substantial property or assets, recommend voluntary dissolution or revocation of such dissolution, amend these bylaws or take any action contrary to Board policy.

            3.        The President may appoint committees from the membership at large.

           4.        The President and Vice-President will be ex-officio members of all committees except the Nominating Committee.

 ARTICLE VII.  AMENDMENT

        These bylaws may be amended at a meeting of the members by two-thirds (2/3) of the votes of the members present, provided that notice of such meeting be made at least thirty (30) days in advance of the meeting, and provided that such notice describe the changes proposed.