Bylaws

LONG LAKE EAST CAMP OWNERS ASSOCIATION
FIRST AMENDED AND RESTATED BYLAWS

The Long Lake East Camp Owners Association (“LLECOA”) comprises all deeded lot owners on Barn Brook Road on the east shore of Long Lake in Township 17, Range 4, W.E.L.S. [Sinclair] Aroostook County, Maine. LLECOA is formed for the purpose of: (1) maintaining the jointly owned road and property (2) preserving and protecting permitted use of the right-of-way and (3) encouraging compliance with Maine Land Use Planning Commission (LUPC) regulations.

LLECOA is organized as a non-profit, non-stock corporation under 13B Maine State Statutes; is subject to IRS Regulation 504(c) 3 and has legal empowerment under Maine Law, Title 23, Local Highway Law, Subchapter 11, Sections 3401-3404, Private Ways.

The location and principle office shall be:

Attorney Richard Engels - Clerk 428 Main Street, Presque Isle, ME 04769 (207) 768-5481

To enable association members to effectively carry out the purpose of the organization, the following articles are enacted:

Section 1. MEMBERSHIP: All deed holders of all lots on Barn Brook Road on the east shore of Long Lake are eligible for membership [and expected to be members] in LLECOA.

Section 2. RIGHT TO VOTE: The right to vote is given those deed holders of lots who’s dues accounts are current.

Section 3. NUMBER OF VOTES PER LOT: One (1) vote per deeded lot can be cast at any question called to vote.

Section 4. VOTING: In order to vote, a member must be present at a meeting at the time a question is called to vote.

Section 5. ABSENTEE BALLOTS: Absentee ballots will be permitted on specific issues at the discretion of the board of directors. Absentee ballots will be mandatory for members who cannot be present at a meeting when a vote for adoption, amendment or repeal of the bylaws takes place.

Section 1: THE ANNUAL MEETING: The annual meeting will be held in June or July at a time and place designated by the board of directors. Election of directors and business pertinent to the LLECOA will be conducted.

Section 2: SPECIAL MEETING: Special meetings may be called at any time by the president, by a majority vote of the board of directors, or upon the petition of fifteen (15) or more members. The agenda of a special meeting may include any business properly brought before an annual meeting.

Section 3. NOTIFICATION: Notification of all annual and special membership meetings including proposed agendas shall be given or mailed to each member at least three (3) weeks prior to a meeting.

Section 4. QUORUM: A quorum will consist of a presiding officer and fifteen (15) members who are eligible to vote. A simple majority vote will decide any issues, with the exception of a vote for adoption, amendment or repeal of bylaws. (Refer to Article VI, Section 2.)

Section 5. PARLIAMENTARY PROCEDURE: Parliamentary procedure will be followed using current revised edition of Roberts Rules of Order and will govern all meeting procedures.

Section 1. AUTHORITY: The board of directors shall have authority over the activities and assets of LLECOA. Such authority shall be limited by directives of annual and special meetings of LLECOA membership and these bylaws. The board of directors has the authority to hire a road contractor for road maintenance based on a comprehensive bidding procedure to be established by the board of directors except that in the case of an emergency, including but not limited to flooding, road wash outs, and frozen culverts, the board may remedy on a case-by-case basis in an amount not to exceed $1,000.00 per incident.

Section 2. COMPOSTION: The board of directors shall consist of six (6) members.

Section 3. ELECTION AND TERMS: Each director will be elected annually and will serve a term of three (3) years. A director may be nominated by any member with the right to vote. Election of directors will be by general membership. There is no limitation on any directors' term of office.

Section 4. VACANCIES: A vacancy occurring on the board will be*filled for the remainder of the fiscal year by appointment of a member by the board of directors. At the next annual meeting, the members will elect a director for the remainder of the unexpired term. A director who is absent from three (3) consecutive board meetings without proxy creates a vacancy for that position at the discretion of the president and remaining directors.

Section 5. BOARD MEETINGS: Board meetings shall be held at places, dates, and times established by the president. Meetings shall be open to the members. A majority of directors shall constitute a quorum for the transaction of business at board meetings. Decisions shall be made by majority vote of directors present. Between meetings directors may vote on time-critical decisions solicited by the president through written or verbal request. Special meetings may be held on call of three (3) directors after at least 24-hour notice by telephone or personal contact.

Section 6. LIABILITY: Directors shall be provided with reasonable and customary liability insurance protection.

Section 7. INDEMNIFICATION: LLECOA shall defend, indemnify and hold harmless directors and officers from and against any and all costs, expenses, disbursements, liabilities, obligations, losses, damages, injunctions, judgments, suits, actions, causes of action, fines, penalties, claims and demands, of every kind or nature (including attorney's fees and expenses) which are occasioned by, result from or arise out of any of the terms, agreements, or covenants to be performed by LLECOA other than liabilities finally determined by a court of competent jurisdiction as resulting from directors or officers gross negligence or willful misconduct.

Section 1. PRESIDENT: The president shall preside over all membership meetings and board meetings. The president shall be the chief executive officer of the Association, responsible for day-to-day administration of the affairs of the Association and the supervision of employees, if any, or contractors. The president shall appoint all committee chairpersons who will, in turn, select their committee members which must include at least one (1) board member. The president is a member ex-officio of all committees.

Section 2. VICE PRESIDENT: The vice president will, in the absence of the president, perform all duties of the office of the president and will perform such other duties as may be assigned by the president or by the board of directors.

Section 3. SECRETARY-TREASURER: The secretary-treasurer will record the proceedings of all business meetings and will attest to the same with his/her signature. The secretary-treasurer will be custodian of the records of the minutes of all meetings; will notify the membership of the annual meetings and special meetings; will receive all monies due the Association and make proper records of such receipts; will deposit monies received in a bank designated by the board of directors; will make all disbursements by check as ordered by a majority of the board of directors and keep an accurate record of such disbursements; will make a financial report at the annual meeting and at any other time as may be requested by the president or board of directors; will perform any other duties as may be assigned from time to time by the board of directors; and will comply with filing requirements of the Internal Revenue Service. The secretary-treasurer will maintain records and will make available, with reasonable notice, any and all records of the Association to any officer, director or member for review and inspection.

Section 4. ELECTION OF OFFICERS: There shall be only one (1) director from any one (1) deeded lot. Officers will be elected by the board of directors and will serve for a period of one (1) year. Nomination will be made by a director and election will be determined by a majority vote of the directors. There is no limitation on any officers' term of office.

Section S. VACANCIES: In the event of a vacancy of an office, the board of directors will appoint an interim officer to complete the year.

Section 6. COMPENSATION: Directors and officers shall not be compensated for their time and effort.

Section 1. FISCAL YEAR: The records and accounts of the Association shall be maintained on a calendar year basis from June 1 to May 31.

Section 2. ACCOUNTS AND INVESTMENTS: Funds of the Association shall be properly deposited at a financial institution designated by resolution of the board of directors. Funds not needed for current operations shall be deposited in interest-bearing accounts as authorized by the board of directors.

Section 3. ASSESSMENTS: An annual assessment is necessary for the general maintenance, preservation, and improvement to our road. This assessment will be $140.00 per lot but may be increased or decreased according to need, as recommended by the board of directors and voted upon by the general membership at the annual meeting or any special meeting.

Section 4. OTHER FUNDS: Monies voted for any purpose other than maintenance of jointly owned properties shall be raised in whatever manner is deemed proper at an annual or special meeting but in no event shall the raising of such monies be a mandatory assessment on deeded lots.

Section 5. DELINQUENT ACCOUNTS: Members are expected to keep their accounts current. Delinquent accounts will be subject to small claims court action. All costs for such action will be the responsibility of the delinquent member. Any legal means will be employed to collect money owed the Association.

Section 6. DAMAGE TO THE ROAD SURFACE: In order to prevent settling or heaving of the road surface, members who engage contractors to remove existing paving for the placement of well or septic lines under the road are responsible for returning the road surface to its original level and condition. Members shall instruct their contractors to replace clay removed from a trench with good gravel and repair the surface, restoring to its original condition. Failure to comply with these requirements within thirty (30) days will result in LLECOA arranging for the repair and billing the member for the cost.

Section 1. PROPOSAL OF AMENDMENTS: Amendments to these bylaws may be initiated by the board of directors where a simple majority vote of all directors will suffice to bring the proposal to vote of the membership. Additionally, amendments may be initiated by the membership, where a petition signed by twenty (20) members whose assessment accounts are current, but not to exceed one (1) signature per lot will suffice to bring the proposed amendment to a membership vote.

Section 2. VOTING AND PASSAGE OF AMENDMENT, ADOPTION OR REPEAL: Provided three (3) weeks notice is given with a copy of proposed or amended bylaws supplied to each member, voting will take place at an annual or special meeting. A valid vote will require a 2/3 affirmative vote of the total number of ballots cast, including those cast by members present and absentee ballots received prior to the meeting and will become effective immediately upon passage. (Refer to Article 1, Secs. 4 and 5.)

Section 1. INITIATION OF RECALL - DIRECTORS: Directors with justifiable and verifiable cause, initiation of the recall or removal of any director may be carried out by: (a) a simple majority vote of the board of directors; or (b) a petition signed by a majority of members whose assessment accounts are current, limited to one (1) signature per deeded lot.

Section 2. RECALL VOTE - DIRECTORS: Upon successful initiation procedure per Article VII, Section 1, any director may be removed from office only at an annual or special meeting by a simple majority vote of eligible voters who comprise the membership present at that meeting.

Section 3. INITIATION OF RECALL - OFFICERS: Officers with justifiable and verifiable cause, initiation of the recall or removal of any officer may be carried out by a simple majority vote of the board of directors.

Section 4: RECALL VOTE - OFFICERS: Upon successful initiation procedure per Article VII, Section 3, any officer may be removed from office by a simple majority vote of the board of directors only at a duly noticed directors meeting.

Section 1. SAVING CLAUSE: Any portion of these bylaws found to be contrary to law shall not invalidate other portions.

Section 2. ORDINANCES: Attached ordinances are guidelines for behavior, are exempt from formal inclusion within the bylaws of LLECA and are not subject to formal amendment procedure. They may be adjusted or revised from time to time according to the discretion of the board of directors based upon necessity or changes in circumstances.

As LLECOA members, we are linked by a private road that affords us the privilege of enjoying Long Lake. Because our actions affect the road surface and the lake side quality of life, these ordinances must serve as guidelines for all members' behavior.

1. OBSERVE POSTED SPEED LIMITS.

2. NO LITTER; KEEP OUR RIGHT OF WAY FREE OF LITTER AND GARBAGE

3. ABANDONED OR UNREGISTERED VEHICLES are not allowed on either side of the road.

4. PERMITS REQUIRED FOR ATV'S - obtain from Secretary-Treasurer.

5. BRIDGING OF DITCHES to gain access to property across the road must allow free flow of water.

6. ALTHOUGH HOUSEHOLD PETS ARE PERMITTED, compliance with the Maine State Leash Law is expected. Domestic animals of the ovine, bovine, equine or porcine variety are prohibited.

7. RESPONSIBILITY FOR THE BEHAVIOR OF FAMILY MEMBERS, guests or lessees rests with the property owner. Control of excessive party and driving noises during late night hours and Sundays is also the property owner's responsibility. Violations may be referred to the proper authority.

8. LLECOA HAS NO ACTUAL AUTHORITY beyond the enforcement of bylaws agreed to by a majority of the membership. Therefore, we endorse the regulations set forth by the State of Maine Land Use Regulation Commission (LURC), in order to extend our standards of behavior to include the regulation of activities which may impact other aspects of lakeside living. These land use standards are written in LURC Rules and Standards, Chapter 10, Subchapter II. 10.21 and 10.22. See also www.maine.gov/doc/lurc/reference/chlO.html. A copy of these regulations is on file with the secretary-treasurer of LLECOA and may be referred to by members as necessary. Recourse for violations of LURC regulations is the responsibility of LURC and their employees - not LLECOA. LURC regulations detail permitted and non-permitted activities such as:

- Docking and mooring structures

- Home occupations

- Signage

- Setback requirements

- Detached buildings

- Utility facilities

- LURC-rated “A, B, C level” road

- Minor & major filling & grading

- Service drops

- Shoreline alterations

- Trails

- Lighting