ARTICLE I

Name

The name of this non-profit organization shall be the "Lakes and Ponds Association of Western Massachusetts" (LAPA -West), the Western Chapter of the Massachusetts Congress of Lake and Pond Associations, Inc., hereinafter referred to as the Chapter.
The Chapter shall be incorporated as a not-for-profit membership corporation pursuant to the provisions of laws of the Commonwealth of Massachusetts.

ARTICLE II

Purpose

The Chapter is organized exclusively for one or more of the purposes as specified in section 501(c)(3) of the Internal Revenue Code. The Chapter shall use its funds only to accomplish the objectives and purposes specified in its Mission Statement, Objectives and these By-laws, and no part of net earnings, gains or assets shall inure to the benefit of or be distributed to officers, directors, other private individuals, or organizations organized and operated for profit, except to pay reasonable compensation for services rendered by outside providers.

The specific purpose of the Chapter is to advance the purposes of the member associations of the Massachusetts Congress of Lake and Pond Associations, Inc., hereafter designated as COLAP, within the geographic boundaries of the Chapter . It is the intent of the Chapter that the By-laws and programs of the Chapter are in conformity and harmony with the By-laws and programs of COLAP, taking into consideration the special needs of COLAP member associations in the Chapter .

The Chapter , by reference and incorporation, herein adopts the Mission Statement, Objectives and By-laws of the Massachusetts Congress of Lake and Pond Associations, Inc., and all subsequent changes agreed to by the members of COLAP.

ARTICLE III

Organizational Structure

The Chapter is a self-functioning unit of COLAP, the parent, statewide organization of lake and pond associations and districts, hereafter designated as "member associations," in the Commonwealth of Massachusetts. The Chapter exists for the same purposes and pursues the same goals as COLAP and is subject to the general supervision and control of COLAP. The Chapter membership consists of member associations within the Chapter's geographic boundaries. The affairs of the Chapter shall be managed by its Executive Committee.

ARTICLE IV

Geographic Chapter Boundaries

COLAP shall determine the geographic boundaries of chapters. Such boundaries may be changed from time-to-time as necessary at the initiative of the COLAP Board or in response to a petition from a Chapter. The Initial Geographic Boundaries of the Chapter are an area bounded by the state of Vermont to the north, the Connecticut River to the east, the state of Connecticut to the south, and the state of New York to the west.

ARTICLE V

Board of Directors

The Board of Directors shall consist of one authorized representative from each lake organization that is a member of the Chapter.
A Director and an Alternate shall be selected annually by each member organization. The Director shall serve on the Board of Directors for a period of one year.
Any member lake organization may provide an alternate Director at any meeting of the Board of Directors if said organization's Director cannot attend the meeting.

ARTICLE VI

Officers

The officers of the Chapter shall be President, Vice-President, Secretary, and Treasurer. They shall each perform the duties customarily associated with their respective offices. The Board of Directors shall elect from its membership a President and a Vice-President and there shall be elected a Secretary and a Treasurer from the Board of Directors and Alternates at each Annual Meeting. The term of office shall be one year, but each officer shall continue in office until a successor has been duly elected.

Section 1: PRESIDENT

A. It shall be the duty of the President to preside over meetings of the members and the Executive Committee and to perform such other duties as pertain to the office.
B. The President is the spokesperson for the Chapter and is responsible to approve all Chapter commitments and contracts, as well as all correspondence sent by the Chapter.
C. The President is responsible for appointing a Nominating Committee, which will report back to the Board of Directors with a recommended slate of officers.

Section 2: VICE PRESIDENT

A. The Vice President shall assist the President in the conduct of his or her duties.
B. In the absence of the President, the Vice President shall assume all powers and perform all duties of the President.

Section 3: SECRETARY

A. In the absence of the President and Vice President, the Secretary shall assume all the powers and perform the duties of the President.
B. The Secretary shall serve as the Clerk of the Corporation and shall be a Massachusetts resident.
C. The Secretary shall cause to be published and distributed all notices which are required by the Chapter, its Officers, Executive Committee or By-Laws.
D. The Secretary will be responsible for the timely filing each year of the Corporation Report with the Secretary of the Commonwealth of Massachusetts.
E. The Secretary shall keep a roll call of those present at all meetings.
F. The Secretary shall keep a record of the minutes of all meetings, and shall be the repository for all Chapter documents .
G. The Secretary shall maintain a current list of members of the Chapter.

Section 4: TREASURER

A. It shall be the duty of the Treasurer to sign all checks, notes and drafts drawn by the Chapter.
B. The Treasurer shall have custody of the cash, securities and books of accounts of the Chapter, and said books shall be open at all times for inspection by the Executive Committee.
C. The Treasurer shall be responsible for the development of an Annual Budget and will present it to the Executive Committee for its approval prior to presentation at the Annual Meeting for final ratification by the Board of Directors.
D. The Treasurer shall be authorized to make payments in accordance with the approved Budget without further authorization. All non-budgeted expenses must be approved by the Executive Committee or at the discretion of the Board of Directors. A report of all expenditures shall be presented at each meeting of the Executive Committee and the Board of Directors.
E. The Treasurer shall, within a reasonable time after receipt of funds, deposit all monies in the bank prescribed by the Executive Committee.
F. The Treasurer shall prepare an annual report to be presented at the Annual Meeting of the Chapter.
G. All funds collected on behalf of the Association by any member and all proceeds from activities of the Chapter shall be turned over to the Treasurer.

ARTICLE VII

Executive Committee

The business of the Chapter shall be managed by an Executive Committee who shall have or may exercise all of the powers of the Chapter except as otherwise reserved to the membership by these By-laws.
The Executive Committee consists of the four Officers elected under the terms in Article VI and three Directors at Large. These Directors at Large shall be elected to this Committee from the Board of Directors and Alternates at the Annual Meeting of the Board of Directors. There shall be seven members on the Executive Committee at all times.
If an Executive Committee member cannot serve out his/her term, then he/she will be replaced by the President with the approval of the Executive Committee.
The Executive Committee shall meet at least quarterly. It is expected that all members of the Executive Committee will be available to attend meetings throughout the year.
The Executive Committee shall hold a meeting at least two months prior to the Annual Meeting for purposes of establishing the date, place and agenda for the Annual Meeting.
The Executive Committee is required to provide an annual audit of all Chapter finances .

Election of Directors at Large.

In the first regular election, one Director at Large shall be elected to a one year term, one to a two year term, and one to a three year term of office. Thereafter, when each term of office expires, the Director at Large shall be elected to a three year term of office.
A Director at Large shall serve one three year term only, and shall not be eligible for re-election as Director at Large until at least one year after the expiration of his/her first term.

ARTICLE VIII

Vacancies

A Director vacancy shall be filled in a timely manner by the selection process of the member association for which the vacancy exists.

ARTICLE IX

Indemnification

The Chapter shall, to the extent legally permissible, indemnify any person serving, or who has served, as an officer, a member of the Board of Directors, a member of the Executive Committee, or the Executive Director. Officers, members of the Board of Directors, and the Executive Director shall not be liable for the debts, liabilities, or other obligations of the Chapter.

ARTICLE X

Annual Meeting

The Annual Meetings of the Chapter shall be held in September on a date to be determined by the Executive Committee. Thirty days notice as to time, place and agenda shall be given in writing to all Directors.

ARTICLE XI

Memberships

Chapter Memberships are defined as follows:
Chapter members shall be members of COLAP and all members within the geographic boundaries of the Chapter shall be members of the Chapter except that members have the right to petition the COLAP Board to belong to a Chapter outside of their geographic boundaries.
Membership Categories are defined as follows:
1. General Member - One voting Director per member organization
Lake and pond association or district that maintain non-profit status
2. Associate Member - Non Voting
Other associations and organizations whose primary purpose is water management. Individuals or contributing organizations such as for-profit agencies, representatives of political or governmental organizations, etc.
3. Individual - Non-Voting
A member from a lake or pond association or district which is a member of COLAP who pays the required additional individual membership dues.
4. Student - Non-Voting
A member who is currently enrolled in a high school or college, and who is interested in the ecology and management of lakes and ponds and their watersheds.

A member organization, as defined by the Chapter, is one that has a minimum of ten (10) members who represent a particular body of water within Western Massachusetts as described in Article II, and are the only organization representing that body of water in the Chapter . If there is more than one organization that wishes to represent a particular body of water in the Chapter, then the membership from each of the organizations must be at least twenty (20) individuals on the membership roster.
Non-voting members shall be allowed to serve on committees, and will be allowed to participate in all other activities of the organization as deemed appropriate by the Executive Committee. Non voting members will not, however, be eligible to hold office.

ARTICLE XII

Committees

The President may appoint Committees as the need arises with the approval of the Executive Committee.
The Nominating Committee shall be appointed at least three months prior to the Annual Meeting and shall be responsible for submitting a slate of Officers to the Board of Directors thirty (30) days prior to the Annual Meeting. When considering the slate for the Officers, the Nominating Committee should strive for geographical distribution if at all feasible.
Under no circumstance shall any Committee or individual commit resources of the Chapter without prior approval of the Executive Committee.

ARTICLE XIII

Parliamentary Authority

All procedural questions not resolved by formal Articles herein shall be determined in accordance with "Robert's Rules of Order Revised" .

ARTICLE XIV

Amendments

Amendments to these By-laws may be made at the Annual Meeting provided:
1. Receipt of a written proposal has been submitted as a petition and is signed by twenty percent (20%) of the Board of Directors.
2. Presentation of the above petition shall be made to the Association President or another officer at least sixty (60) days prior to the Annual Meeting.
3. Reason for the proposed change must be placed in writing and presented with the petition by the persons offering the petition.
4. The petition and the rationale shall be mailed by the Secretary with the Annual Meeting agenda to the Board of Directors thirty (30) days prior to the Annual Meeting.
5. The proposed amendment shall be accepted by a minimum two-thirds (2/3) majority vote of the Directors present.
6. Amendments to the proposed amendment shall be made by any Director according to standard "Robert's Rules of Order Revised" .

ARTICLE XV

Executive Director and Staff

The Board of Directors may engage and employ any qualified person to serve as part-time or full time Executive Director of the Chapter ,who shall work under the general supervision of the Executive Committee. The Board of Directors shall establish personnel policies governing the conditions of employment, and the terms of employment shall be agreed upon in advance as to salary and expense allowances, duties and privileges.
The Executive Committee may employ other staff members as the need arises or may delegate the responsibility of hiring other staff members to the Executive Director.

ARTICLE XVI

Special Meetings

When necessary, special meetings of the Executive Committee may be called by the Chapter President with as little as one (1) day's notice.
A special meeting of the Board of Directors may be called at any time with a minimum notice of fourteen (14) days, in writing by a majority of the Executive Committee. A special meeting may also be called by the Secretary, or in the case of death, absence, incapacity or refusal of the Secretary, by any other Officer upon written application by not less than 20% of the member associations.

ARTICLE XVII

Proxies

No proxy votes, either written or verbal, shall be accepted at any Chapter meeting, however, an alternate Director, in accordance with Article III, shall have voting rights at any Chapter meeting.

ARTICLE XVIII

Dues

A dues structure for the upcoming year shall be proposed by the Executive Committee and presented to the Board of Directors for their approval at the Annual Meeting. COLAP and Chapter dues will be assessed to each member association by COLAP and will be payable to COLAP. COLAP will, in turn, pay Chapter dues to the Chapter along with any portion of COLAP dues voted by the membership of COLAP to be allocated to the Chapter . Chapter dues, once paid to the Chapter, shall remain with the Chapter in the event that the member association moves to another Chapter within the Fiscal Year.

ARTICLE XIX

Donations and Grants

The Chapter may accept donations and in-kind services from private individuals or organizations and grants from private organizations or government agencies.

ARTICLE XX

Fiscal Year

The fiscal year of the Chapter shall commence on October 1 and terminate on September 30 to be consistent with the fiscal year of COLAP in order to maintain tax exempt status under Internal Revenue Service Section 501(c)(3) or the corresponding section of any future federal tax code.

ARTICLE XXI

Dissolution

Upon dissolution, or final liquidation, of the Chapter, any remaining assets shall, after payment or the making of provisions for payment of all lawful debts and liabilities of the Chapter , be distributed to a non-profit successor organization or, if no such successor exists, for one or more exempt purposed within the meaning of section 501 (c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.