UPPER GREENWOOD LAKE PROPERTY OWNERS’ ASSOCIATION
CONSTITUTION AND BY-LAWS
BY-LAWS UPDATED AND REVISED
JUNE 14, 2008
This is a not-for-profit corporation in the State of New Jersey, incorporated in 1933, whose name is the Upper Greenwood Lake Property Owners’ Association, Inc. hereinafter known as UGLPOA or the Association.
The purposes of the Association are:
To act as trustees of certain properties owned by the property owners within Upper Greenwood Lake and Mount Laurel Lake and Upper Mount Laurel Lake developments.
To maintain, improve, and beautify the beaches, parkland, and waters of Upper Greenwood Lake. The Association may use mechanical and chemical means to keep the lake waters pure and environmentally balanced.
To regularly monitor the water condition.
To encourage and coordinate various activities including, but not limited to, social, cultural, and athletic activities within its community.
To make periodic reports and to publish a newsletter for the information of its membership and the surrounding community.
To enforce the Bylaws and the Rules and Regulations of the Association in order to maintain safety, protect the environment of the lake, and ensure the proper execution of those Bylaws and the Rules and Regulations by the membership and the Trustees.
To establish and maintain communication with other lake communities in West Milford and the adjacent areas for the betterment of those communities.
Section 1 – Property Owners.
The term “property owners,” for purposes of this Constitution, includes individuals who hold title to real property as tenants by entirety, tenants in common, joint tenants with right of survivorship, and life tenants; and is intended to be synonymous with “owners of real property.”
Section 2 – Standard UGLPOA Membership
Standard membership in the Association is open and limited to any person (or persons) who:
Owns real property as shown on one of the various subdivision maps as filed in the Passaic County Registrar’s Office for the Upper Greenwood Lake development, or the Mount Laurel Lake Estates development, in West Milford, New Jersey, or
Has been a member of the Association since 1991, continues to renew such membership annually without interruption, signs and delivers a membership form to the Association, agrees to abide by its Bylaws and the Rules and Regulations, and pays the annual easement fee and the annual standard membership fee. Such eligibility for membership shall be personal to the current member and shall end upon the member’s transfer of all interest in the property to which the membership applies.
Section 3 – Standard UGLPOA Membership Privileges
Standard members in good standing shall have easement and full Association privileges: use of the beach, use of the clubhouse, voting privileges, right to launch a boat, and the right to a dock space (space permitting).
Section 4 – Standard UGLPOA Membership Fees
The Board will present any proposed membership fee increase to the membership for a vote. The fee increase must be approved by a majority vote of the members present at a general meeting.
Section 5 – Special UGLPOA Membership
Special membership in the Association is open and limited to any person (or persons) who own real property within the boundaries of the subdivision maps described in Section 2 (a) above which does not have easements appurtenant for lake and parkland use. Special membership in the UGLPOA is subject to the following conditions:
a. The special member delivers a signed membership form to the Association and agrees to abide by its Bylaws, and the Rules and Regulations.
b. The special member pays the UGLPOA special membership fee established by the Board and approved by a majority vote of the Board.
The status of the property owner as a special member and the annual renewal of special members must be approved at a Board meeting by a majority vote of the members present.
The Board of Trustees may reduce or suspend special memberships as they determine this action is in the best interests of the Association.
Section 6 – Special UGLPOA Membership Privileges
Special members shall have the privileges granted to a standard member, except that a special member may not serve as a Trustee and may not vote.
Section 7 – UGLPOA Member in Good Standing
A “member in good standing” is a member who abides by the UGLPOA Bylaws and the Rules and Regulations and who meets the above criteria and is current and up-to-date in all financial obligations to the Association.
NON-MEMBER EASEMENT HOLDERS
Section 1 – Easement Holder
Each property owner who owns real property shown on one of the various subdivision maps (whether or not shown as a defined parcel on said map) as filed in the Passaic County Registrar’s Office for the Upper Greenwood Lake development or the Mount Laurel Lake and Upper Mount Laurel Lake developments in the Township of West Milford, New Jersey shall be an easement holder and have certain deeded rights. Easement holders have deeded rights to use the waters of Upper Greenwood Lake and Mount Laurel Lake for boating, bathing, and fishing subject to the Rules and Regulations of UGLPOA. The Association owns the property over which the easement holders hold the easement, consisting of the land under the lake and a strip of land around the water’s edge known as “parklands.” Said rights are subject to payment of an annual easement fee that is the budgeted amount that the UGLPOA easement committee determines is sufficient to cover the annual cost of maintaining the servient properties subject to easement rights.
Section 2 – Easement Holder Voting Privileges3
Easement holders have the right to attend easement committee meetings and to vote on the easement budget at the annual meeting for easement holders.
Section 3 – Easement Holder in Good Standing3
An “easement holder in good standing” is an easement holder who abides by the UGLPOA Bylaws and the Rules and Regulations and who meets the above criteria and is current and up-to-date in all financial obligations to the Association.
BOARD OF TRUSTEES
Section 1 – Number of Board Members
The Board of Trustees shall consist of twenty (20) elected Trustees, all of whom shall be property owners in the Upper Greenwood Lake, Mount Laurel Lake, or Upper Mount Laurel Lake developments.
Section 2 – Election, Term of Office, and Code of Conduct
At the annual meeting for the election of trustees, members eligible to vote, shall by closed ballot, elect five (5) trustees to serve for four (4) years. Each membership has two votes. Upon election, members of the Board of Trustees will be required to sign the current UGLPOA Code of Conduct for Trustees, and they will be bound to follow the code.
Section 3 – Nominations
To be eligible for nomination as a member of the Board, that person shall be a property owner, shall have attained the age of legal majority, shall be a member in good standing for one (1) year and shall have paid in full all dues and obligations sixty (60) days before the elections. Only one (1) member per membership is eligible for membership on the Board of Trustees at any given time.
Section 4 – Vacancies
Any trustee has the power to nominate a member in good standing to fill the un-expired term of a Trustee. The nominee must have previously indicated a willingness to serve. Nomination requires Board approval.
Section 5 – Quorum
A quorum shall consist of a simple majority of the Trustees then serving, but no fewer than nine (9).
Section 6 – Voting
Each Trustee, except the President, shall have one (1) vote. In the event of a tie vote, the President shall cast a tie-breaking vote.
Section 7 – Meetings
Meetings of the Board of Trustees shall be held on one predetermined date of each month. These meetings shall be held at the clubhouse. The location may be changed to another local site at the discretion of the Board.
Section 8 – Powers
The business, property, and affairs of the corporation shall be managed by a Board of Trustees that shall have the following powers:
To initiate and approve plans and programs for the welfare of the Association; to have custody and management of land, buildings, equipment, securities, and all other properties of the corporation; to raise and disburse funds; to invest and reinvest funds of the corporation with the consent of the membership and/or legal advisors where deemed appropriate; to make contracts; to appoint or delegate the power to appoint other employees of the corporation; to determine the compensation of all employees of the corporation; and to terminate the employment of any employees.
To furnish all local public service; to purchase, hire, construct, own, maintain, and operate or lease local public utility franchises and to regulate the exercise thereof, when not in conflict with stipulations contained in deed conveyed by the Mirror Holding Corporation to UGLPOA.
To make local improvements; to perform all other duties; and to have such other power to carry out the purpose of the corporation as may be necessary.
To propose, administer, and execute the Rules and Regulations of the Association for the protection of the safety and the common good of its members and non-member easement holders.
To enforce the Association’s Bylaws and Rules and Regulations that shall be binding on all UGLPOA members and non-member easement holders. The Board shall have the power to suspend the rights of members and non-member easement holders who are not in good standing: to boat, bathe, and fish.
To establish and assess penalties for violations of the Association’s Bylaws and Rules and Regulations.
To charge interest on unpaid dues and easement charges and to pass along collection fees, including reasonable attorney’s fees on unpaid dues or easement charges.
Section 9 – Duties and Limits of Powers
No individual member of the Board shall grant any privilege or permission.
No individual member of the Board may enter into any contract in excess of $5,000 with anyone without a majority vote of the trustees present at the particular Board or emergency meeting. A minimum of seven (7) trustees is required to approve a contract in excess of $5,000. A member of the Executive Committee must execute all contracts over $2,000.
All contracts entered into by the Board must be in writing.
As stated in the Code of Conduct (with the exception of children who are minors or full-time students), immediate family members of the Board of Trustees may not hold paid positions or receive contracts.
Board members shall not receive compensations or other monetary considerations for their services. Reasonable expenses for executing their duties may be reimbursed after approval by a Committee head. Committee chairs expenses must be approved by a member of the Executive Committee.
All books, records, papers, etc., of the Association or the Board of Trustees, with the exceptions listed below, shall be available and open for inspection by any member in good standing of the Association upon written request.
Trustees will safeguard all forms of data that must be maintained in confidentiality and/or under controlled dissemination. The following information or documents shall not be subject to inspection, unless good cause is shown.
1. Easement and POA membership lists;
2. Any matter of which the disclosure would constitute an unwarranted invasion of individual privacy;
3. Any pending or anticipated litigation or contract negotiation;
4. Any matter falling within the attorney-client privilege;
5. Any matter involving the employment, promotion, discipline, or dismissal of a specific officer, Trustee, volunteer, or employee of the Association.
Section 10 – Termination of Office
Upon termination of membership on the Board, the Board member who has been removed shall return all Association property, including but not limited to, badges, insignia, and keys to the Board President in a week’s time. In order to expel a member of the board of Trustees, the board shall, by a majority vote of the Trustees at a meeting of the Board, set down the time, place, and date for a meeting to consider the expulsion of the Board member. The Trustee to be expelled must be notified fourteen (14) days in advance by a certified letter with return receipt requested and via the regular mail. At that meeting, the Board member will be afforded an opportunity to be heard. A Board member is expelled by an affirmative vote of two-thirds (2/3) of the trustees in attendance.
A Board member may be expelled for being absent from three (3) meetings within a year unless excused by prior notification to an Executive Officer.
A Board member may be expelled with cause.
A Board member ceases to be a Trustee for non-payment of dues after notification by the Membership Secretary.
A Board member may be expelled for violating the UGLPOA Code of Conduct for Trustees.
OFFICERS AND DUTIES
Section 1 – President’s Duties
Preside at all meetings.
Sign all contracts, subject to the approval of the Board.
Have an agenda for the meeting before him or her and proceed in a business-like manner
Refrain from entering the debate of question before assembly.
Keep a list of committees on table while presiding.
Preserve order and control debates.
Execute policies and procedures, which have been determined by the membership.
Serve as official spokesperson for the Association.
Appoint committee chairs with the approval of the Board.
Establish special committees when the need arises.
Section 2 – Vice President’s Duties
Preside at meetings in absence of the President either during a single meeting or over an extended period of time.
Serve as the Chairman of the Executive Committee and preside at its meeting.
Serve as an ex-officio member of all committees.
Assume the Presidency upon the removal, resignation, or death of the President.
Section 3 – Secretary’s Duties
Keep minutes of the meeting.
Take the roll call and mark the absentees at Board meetings.
Present draft minutes to the Board for approval.
Record the name of the member who introduces a motion.
Keep records of officers and standing committee chairs and Trustee terms.
Take charge of all documents belonging to the organization.
Sign official documents of the Association when requested.
Take charge of the meetings in the absence of both the President and Vice President.
Section 4 – Treasurer’s Duties
Supervise receipts and disbursements of all monies due to the organization, including the Easement Maintenance Fund.
Maintain accurate bookkeeping records of such funds in accordance with good accounting practices.
Fulfill obligations by checks, countersigned by a designated signatory
Pay expense vouchers from officers and committee members only when duly authorized and when receipts for expenditures are attached.
Disburse all monies as the organization may direct.
Give a statement of finances at each monthly meeting and monthly report to the Easement Committee for the Easement Maintenance Fund.
Give a complete financial report, which has been audited, at the annual meeting.
Have current books and records at Board meetings.
Section 5 – Membership Secretary’s Duties
Keep a record of all dues-paying members and of all easement holders and the payments to the Easement Maintenance Fund.
Send easement and membership bills when due.
Make provisions for collection of dues, delinquencies, fees, and penalties.
Turn over all collected monies to the Treasurer, and keep accurate written records.
Report on status of paid-up membership at monthly meetings compared to the previous month.
Section 6 – Term of Office
All officers shall be elected for a term of one (1) year to commence at the September meeting and shall serve without compensation.
Section 7 – Manner of Election and Run-off for Officers
Following the Association’s Membership Election Meeting in August, nominations for a President, Vice President, Secretary, Treasurer, and Membership Secretary will be taken in a closed meeting of the Trustees. Nominations to be considered must be seconded. At the September Trustee meeting, additional nominations may be made from the floor. Upon the closure of nominations, the Board of Trustees shall elect, from among the Trustees already elected, the following: a President, Vice President, Secretary, Treasurer, and Membership Secretary, to hold office for a period of one (1) year. Term of office will begin immediately following the election.
Section 8 –Vacancies
With the exception of the President, should an officer position become vacant, the Board will nominate, and elect as outlined above, a replacement officer.
Section 1 – Committees
All committees shall be made up of at least two (2) members of the Association. The chairperson of each committee shall be a current member of the Board. The other members may be solicited from the membership at large except for the Easement Committee, for which membership in the Association shall not be required other as stated above.
Section 2 – Standing Committees and Their Duties/Functions
Activities Committee: plan and execute activities and events in order to promote a sense of community
Beach Committee: maintain, supervise, and improve the beach; develop and maintain job descriptions for the beach staff.
Bylaws Committee: review and revise the Bylaws and the Rules and Regulations of the Association, to be timely and appropriate.
Clubhouse Committee: be responsible for the care, maintenance, and improvement of the clubhouse; manage the use of the clubhouse and grounds; be responsible for the scheduling and rental of the clubhouse.
Dam Safety Committee: maintain the dams as required by local, state and federal requirements.
Dock Committee: assign docks; identify and report violations.
Dredging Committee: identify areas of concern for dredging and desilting; manage the dredging funds, permits, and other matters regarding dredging.
Easement Committee: The Easement Committee is open to all easement holders. The committee shall provide an open forum to its members to bring input to the board on such items as budget and operation of the servient properties. The Easement Committee shall perform the following functions:
1. Accept reports from individual easement holders and other committees involved in the maintenance and improvement of the servient properties.
2. Review proposed expenditures and expenditures made to date from funds collected for the maintenance of the easement and advise the UGLPOA Board of Trustees on these expenditures.
3. Draft and recommend a budget sufficient to cover the annual costs of maintaining those properties subject to easement rights; additionally, create an alternative budget which will provide for additional or improved items that the committee may deem to be in the best interests of the community.
4. Oversee but not control disbursement of the Easement Maintenance Fund. The Easement Maintenance Fund is an account for the monies collected to support the easement and is separate from the UGLPOA membership account.
5. At the budget meeting, or at another meeting of the easement holders, the Easement Committee shall take comments on whether a majority of the easement holders wish to increase the easement fee for the specific purpose of having the Association create additional amenities for use by all easement holders. The committee shall advise the Board in writing of all such comments received.
Environmental Committee: be responsible for the environment within the confines of the lake and monitor the lake water quality as needed, for issues that may impact the Association’s properties.
Executive Committee: The Executive Committee consists of the President, Vice President, Secretary, Treasurer, and Membership Secretary. The Executive Committee shall plan the agenda for all board meetings and general meetings and meet regularly between board meetings. All committees must submit their budgets for the next calendar year to the Executive Committee in January. Any emergency expenditure must first be submitted to the Executive Committee in advance of a scheduled meeting. All expenditures over $2,000.00 shall require a written bid by at least two suppliers. All financial arrangements and expenditures must be presented to and approved by the Board.
Legal Committee: work with the Board attorney on all legal matters pertaining to Association business.
Master Plan Committee: develop and modify, on a regular basis, a master plan for Upper Greenwood Lake.
Membership Committee: recruit new members and encourage their participation.
Parklands Committee: manage and maintain the Association’s parklands.
Parklands Encroachment Committee: identify and investigate encroachments and make recommendations to the Board for remediation.
Publicity Committee: publicize events, activities, and programs to the membership at large with the approval of the Board of Trustees; publish a newsletter and maintain the Web site.
Security Committee: manage patrol coverage on the waters and parklands of Upper Greenwood Lake; assist in the enforcement of the Rules and Regulations specific to Upper Greenwood Lake, and maintain job descriptions for the Security patrol.
Stump Committee: manage the needs of the lake environment concerning stumps.
Weed Control Committee: purchase services and materials for weed control.
Section 4 –Special/Ad Hoc Committees
Special committees shall be established when the need arises.
Section 1 – General Association Meetings
General meetings of the membership of the Association shall be held twice a year. A general meeting will be held during the month of June. A general meeting will also be held during the month of August for the election of Trustees to the Board of Trustees. These meetings will be held at the clubhouse, or at a local site designated by the Board of Trustees. All members must be notified at least ten (10) days in advance of each meeting. Admission to any Association meeting shall be by membership in good standing only and are entitled to two (2) votes per UGLPOA membership.
Section 2 – Special Meetings
Special meetings may be held at such other times and places as the President may call. Five (5) days’ notice must be given about the subject matter to be transacted at the special meeting.
Section 3 – Meeting Notification
Any meeting notice is to be given by United State mail, addressed to the member at his or her post office address, as it appears on the books of the Association.
Section 4 – Quorum
Twenty-one (21) members shall constitute a quorum at any general meeting of the members of the Association. Should there be an absence of a quorum; the meeting shall be adjourned at a time and place to be fixed by the presiding officer. The Secretary shall then send notices of the adjourned meeting to the members.
Section 5 – Easement Meetings
Monthly meetings: The Easement Committee shall meet monthly. These meetings shall be open to all easement holders in good standing, who shall have the right to address the committee during that portion of the meeting reserved for public comments. The date and time of monthly meetings may be changed by the committee with notice by posting on the Web site to easement holders and at the Association’s office.
Annual Meeting: The Easement Committee shall hold an annual budget meeting prior to December 15 of each year to present, for the approval of the easement holders in attendance, the proposed budget for the coming calendar year. This meeting shall be open to all easement holders in good standing. At the annual budget meeting, the following shall transpire:
1. The budget shall be in writing and shall identify each proposed expenditure to be set as a line item noting which are mandatory and not subject to adjustment (such as real- estate taxes and insurance) and which are discretionary and to what degree (such as weed control, which is required but the committee may propose more than the minimum).
2. The budget shall be presented in a format in which each proposed expenditure is identified, and the mandatory, non-discretionary and minimum amounts are clearly identified, along with any proposed increased amount for the specific item.
3. Easement holders in attendance shall have the option to vote to approve or disapprove each discretionary line item separately. Mandatory or non-discretionary items may be debated but will not be subject to vote. Easement holders shall be entitled to two (2) votes per easement property owner.
4. If any item for which increased optional funding is sought is defeated, the mandatory amount shall stand approved instead, in accordance with subsection (3) above.
5. If any item for which there is no required mandatory or non-discretionary requirement is defeated, the item will not be funded.
6. Legal fees will be subject to a separate vote at the budget meeting. In addition, prior to the meeting, all easement holders must receive a written explanation of each separate case or matter for which legal fees are sought, the total amount of fees sought for each case or matter, and a written justification for why the fee in each case or matter is being charged to the easement fund.
The Association shall have a corporate seal that shall be in the form of a circle with the following words thereon: “Upper Greenwood Lake Property Owners’ Association, Inc. 1933, New Jersey”
Upon ten (10) days’ written notice by mail, the Association may amend its constitution at a meeting of its members by a majority of two-thirds (2/3) the members eligible to vote, present at that meeting.
RULES OF ORDER
The President (or person chairing the meeting) shall be the arbiter of all procedural questions. All questions as to the rules of order of parliamentary procedures that may a rise in the meeting of this Association or its Board shall be controlled and decided by Robert’s Rules of Order.
CODE OF CONDUCT
Section 1 –Rationale for Code
The success of the UGLPOA depends upon the confidence and support of the Association’s membership. A commitment to ethical conduct is expected of every member of the Board and its Committees. Fundamental values including honesty, integrity, fairness, mutual respect, trust, responsibility, and accountability shall be the standard by which the governing body and its committees will act.
Section 2 – Code of Conduct
Each member of the Board of Trustees or a committee is expected to:
Avoid conflicts of interest:
1. The highest standards of business conduct must be followed at all times. Public bids will be obtained for goods and services exceeding a monetary threshold to be periodically set by the Board.
2. Except for pending legal matters, contract negotiations, and personnel matters, all business undertaken by the UGLPOA will be conducted in the open. Proper and available records, including minutes, must be kept.
3. Records other than those deemed confidential will be made available to members in good standing in a timely manner.
4. Trustees may not pursue the acquisition of real property in which the Association has indicated an interest.
5. Nepotism is disallowed:
i. Committee chairs cannot hire immediate family members of Trustees (in-laws are considered family members).
ii. Trustees cannot award contracts to family members of any Trustee.
iii. Minor children or full- time students of a Trustee may be hired with Board approval; his or her pay may not exceed the threshold set by the Board; the child may not be hired or supervised by his or her parent or a relative.
iv. Board members may not be directly involved in decisions regarding employment of friends or extended family members, and will abstain from voting on these matters.
6. Trustees shall always conduct themselves in the best interests of the organization.
7. Board members must maintain a sense of fiscal responsibility to the membership.
8. Trustees may have access to confidential information. It is imperative that this trust not be breached, and that the information is not used for personal gain.
Avoid the appearance of impropriety:
9. Board members will not engage in preferential treatment, but instead will act on the facts and equity of the situation.
10. Board members will excuse themselves from discussion and voting where the potential exists for the appearance of a conflict of interest.
11. Board members may not accept gifts or services from persons or organizations that have the potential to conduct business with the Association.
Abide by the following standards of behavior:
12. Board members will strive to maintain a high level of communication between the Board and its members through open discussion periods, regular publication of a newsletter, a regularly updated Web site, following a policy of inclusion, and education.
13. Board members will conduct themselves in a respectful manner.
14. Conflict must be resolved at the Board level. The courts shall be reserved as a last resort.
Follow the standards of conduct as listed below:
15. Abide by all applicable federal, state, and local laws.
16. Be conversant with the Bylaws and the Rules and Regulations of the Association.
17. Adhere to all Bylaws and the Rules and Regulations of the Association.
18. Conduct himself or herself in a professional manner when representing the Association.
19. Be honest and forthright in his or her actions.
20. Adopt a zero tolerance for discrimination on the basis of race, gender, religion, age, disability, nationality, or sexual orientation.
21. Fulfill his or her duties as prescribed and carry out his or her assignments in a timely manner.