1. President: The President shall finalize the agenda and preside at all meetings and elections of the Association or of the Board. The President shall exercise and maintain general supervision and control over the affairs of the Association subject to the power and authority of the Board. The President shall be authorized to sign or countersign such instruments (including checks) as required.

2. Vice President: The Vice President shall exercise the powers and perform the duties of the President in the absence or disability of the latter, or in case of a vacancy in the office of the President.

3. Secretary: The Secretary shall keep an accurate record of all proceedings of the Association and also of all actions taken by the Board and Executive Committee(as defined in Article V, Section C), and shall keep such records separately and in good order. The Secretary shall issue notices and agenda of monthly meetings one week prior to Board meetings, handle normal secretarial duties, and be custodian of all records, including but not limited to the following:
   
   • Articles of Incorporation
   • Bylaws
   • Minutes of all meetings and proceedings
   • Association publications
   • Board approved correspondence

4. Treasurer: The Treasurer shall receive and have custody of all the monies and securities of the Association, and shall keep accurate and current books of account. The Treasurer shall:
   
   • Deposit all monies to the credit of and in the name of the Association in such depository bank as the Board shall name.
   • Pay all bills to meet expenditures authorized by the Board.
   • Sign or countersign such instruments as require the Treasurer's signature.
   • Complete and submit all required government forms.
   • In the event that the President and Vice President are absent or disabled, the Treasurer shall exercise the powers and perform the duties of the President.

5. The Board may from time to time provide for or appoint such other officers, agents and committees as they shall determine, and shall fix the duties, powers and terms of service of such officers, agents and committees as they shall appoint.

6. Vacancies: In the event an Officer resigns or is removed by death or otherwise, the Board shall appoint a current Director with one full year experience to fill such vacancy within thirty days for the remaining term of such office.

7. Compensation: The Officers and Directors of the Association shall perform their respective duties without compensation.

1. The Executive Committee shall consist of the elected Officers of the Board of Directors: President, Vice President, Secretary and Treasurer.

2. The President, with the approval of the Board, shall annually appoint Director(s) to chair standing and short-term committees. Committee Chairs shall, in turn, appoint members of The Association to serve on their committees.

1. Standing Committees are long-term committees which serve to fulfill the functions and purposes of The Association. They shall have two members of the Board and shall include: Environmental/Water Quality, Government Relations, Membership Services, Neighborhood Watch, Newsletter and Nominating Committee. Standing Committees shall report to the Board at monthly meetings.

2. Nominations. The President shall appoint a Nominating Committee comprised of at least three Directors to nominate candidates for election to the Board and as Officers of the Association. The slate of nominees shall be presented to the Board of Directors by the Nominating Committee by the June Board meeting.

3. Short-Term Committees are temporary committees organized to address specific issues.

3. The President or a majority of the Board membership may appoint at any time a committee of three members of the Board and at least one non-Board member to review or cause to be audited the books and accounts of the Treasurer and report upon same at the next meeting of the Board. A review must be conducted at least once each year.

4. The President, with the approval of the Board, shall appoint such other committees as shall be deemed necessary.

ARTICLE VI. DISSOLUTION.

In the event of dissolution of HLWA, such dissolution shall be in accordance with all applicable provisions of the Internal Revenue Service and of The Connecticut Revised Non-Stock Corporation Act.

ARTICLE VII. MEETINGS AND NOTICES.

Section A: Association Meetings.

1. Annual Meeting: The regular annual meeting of The Association shall be held during the month of July on a date and at a place and time designated by the Board. Eligible members (see Article IV Section A. Membership) shall be issued a voting card. Not less than twenty voting members of The Association shall constitute a quorum. If a quorum is not present at such annual meeting, the presiding officer shall adjourn the meeting to a date not later than thirty (30) days therefrom, to be duly noticed as provided in Article VII, paragraph 3 herein.

2. Special Meetings: A special meeting of The Association may be called by the President with Board approval. A special meeting may also be called within one week of a written request for such meeting, which request is signed by twenty or more voting members. Such special meeting shall be duly noticed pursuant to Article VII, paragraph 3 herein, and only such business as is stated in such notice shall be transacted at the special meeting.

3. Notice: The Secretary shall give written notice of the annual meeting and of all special meetings of The Association to each member no fewer than ten, nor more than sixty days of the date of such meeting. Notice shall be provided by regular mail delivery to the last known address of record as shown on The Association records. Each notice shall state the place, day, hour and agenda of the meeting and shall include the approved Proxy Form as noted below.

4. Proxy: Any voting member may execute a notarized proxy designating another person to act in his/her stead at any specified meeting of The Association. The notarized Proxy Form shall be submitted to the Secretary prior to the official call-to-order of such meeting. No proxy may be executed more than thirty days prior to the date of the meeting at which it is presented. In no case will a proxy act for more than one member.

________________________________________________________________________

HLWA PROXY FORM

(Please Print)
Member’s Name: ______________________________ Date:________________

Address: ___________________________________________________________

Phone Number: _________________ E-mail _____________________________

I hereby authorize _____________________________to exercise my voting privileges for the Highland Lake Watershed Association annual/SPECIAL meeting.

Signature of Member: _______________________________

NOTARY:

________________________________________________________________________

ARTICLE VII. MEETINGS AND NOTICES.

Section B: Board of Directors Meetings.

1. Board Meetings: Meetings of the Board shall be held on a regularly scheduled basis, as indicated on the annual calendar approved by the Board at the August meeting.

2. A special/emergency meeting of the Board may be called at any time by the President or by four or more Directors.

3. Absentee Voting: In the event that a critical issue is anticipated to be voted upon at a regular Board or Special Meeting, the proposed motion shall be forwarded to all Board members with the Agenda. Board Members who cannot be present at the Board meeting physically or by phone may forward their vote to the Secretary by electronic or regular mail prior to the meeting.

4. Phone votes may be solicited and accepted during Board meetings, if necessary, provided that an attempt to reach all Board members is made.

5. Order of Business: The order of business at the annual meeting, and insofar as is practicable at all other meetings, shall be as follows:
   1. Call to Order
   2. Approval of minutes of last meeting
   3. Approval of current Treasurer’s report
   4. Reports of Officers and Committees
   5. Ratification of Board's actions (annual meeting)
   6. Old business
   7. New business

Note: In the event a guest speaker is present, items e, f and g will follow the speaker.

The current edition of Robert’s Rules of Order Newly Revised shall be the authoritative source for all meeting procedures.

ARTICLE VIII. BUDGET/EXPENDITURE{S} OF FUNDS.

Section A: Annual Budget.

An annual budget shall be proposed by the Treasurer at the August meeting for Board approval and shall be reviewed by the Board quarterly.

Section B: Expenditures of Funds.

1. Any single transaction or contract involving an expenditure from the treasury of The Association in an amount greater than fifty percent of the current unencumbered net treasury balance must be approved by a majority vote of members at an annual meeting or a special meeting of The Association.

2. Any expenditure other than that which is in the annual budget shall require prior Board approval.

3. Any expenditure beyond $500 requires prior Board approval.

4. Any expenditure on a line item beyond twenty five percent of the proposed budget requires prior Board approval.

5. Any check in excess of $3,000 must be countersigned by the President of The Association.

Dues shall be paid on an annual basis for the period of July 1 to June 30.

The Association may from time to time, by majority vote of the membership at an annual meeting, modify the annual membership dues, and, at its option, create additional categories of membership having different criteria, membership rights and dues.

Notice of membership assessment of dues shall be the duty of the Treasurer and shall follow such procedure as the Board determines.