By-Laws

ARTICLE I

GENERAL

Sec. 1. The following shall supercede all bylaws previously adopted by the Board of Governors of the Black Point Beach Club Association, shall become effective on and after November 1, 2005 until amended, as hereinafter set forth. These Bylaws are intended to supplement the Charter of the Association with respect to the regulation of the affairs of the Association.

ARTICLE II

MEETINGS OF MEMBERS

Sec. 1. Any meeting of the members of the Association may be held at any place in the State of Connecticut, as designated in the call of such meeting.

Sec. 2. The annual meeting of the members shall be held before September 9 in each year at the place and on the day and at the hour designated in the call thereof, as required by Section 4 of the Charter of the Association.

Sec. 3. Warnings of annual or special meetings of members shall be in writing, signed by the Chairperson or a majority of the Board of Governors, and one copy thereof shall be posted at the Club House at Woodland Park, and one copy shall be posted at the East Lyme Town Hall, both postings at least ten days prior to the day in which said meeting shall be held.

Sec. 4. The Chairperson of the Board of Governors shall designate, for each annual or special meeting of the membership, the Secretary and one other member of the Association to be a committee on membership, which committee shall be authorized, subject to review by the Board of Governors, to determine under the provisions of the Charter of the Association any question or dispute concerning the eligibility of persons to vote at membership meetings.

Sec. 5. Any qualified member of the Association shall be entitled to vote at any meeting of the members provided that he or she is actually present at the meeting. The use of proxies, powers of attorney, or other designations of voting power are expressly prohibited.

ARTICLE III

BOARD OF GOVERNORS

Sec. 1. The Board of Governors shall have power to choose, appoint and employ such officers, employees and agents as it may deem the interests of the Association require. All such officers, employees and agents shall be subject to the order of the Board, and shall hold their offices at the pleasure of the Board, and may be removed at any time by the Board at its discretion. Such officers, employees and agents shall continue to hold office until their successors have been duly designated by the Board, or until their offices and services have been terminated by the Board.

Sec. 2. All regular meetings of the Board of Governors may be held at such time and place as the Board may determine in accordance with the provisions of the Connecticut Freedom of Information Act.

Sec. 3. Special meetings of the Board of Governors may be held at any place upon call of the Chairperson or upon call of any three or more members of the Board of Governors. Notice of such meeting shall be given in accordance with the provisions of the Connecticut Freedom of Information Act.

Sec. 4. Unless and until otherwise specified by the Board of Governors, a majority of the members of the Board of Governors at the time in office shall constitute a quorum. All questions shall be decided by a vote of a majority of the members of the Board of Governors present at any meeting thereof.

Sec. 5. Executive Session: The board may hold an executive session, at which the public is excluded, upon an affirmative vote of two-thirds of the members present and voting. Said vote shall be taken at a public meeting of the board, and the reasons for the executive session shall be stated at the time of the vote in accordance with the provisions of the Connecticut Freedom of Information Act.

Sec. 6. Committees: The Board of Governors shall annually appoint standing committees to advise the Board with respect to assigned areas of responsibility, and may appoint ad hoc committees for specific short-term purposes. All committees shall be advisory to the Board and may not act for the Board unless expressly authorized by the Board to do so.

Sec. 7. Parliamentary Authority: The rules contained in Robert’s Rules of Order (latest edition) shall govern the board in all cases to which they are applicable but not inconsistent with these bylaws.

Sec. 8. Term Limits. Members of the Board of Governors shall be eligible for election to not more than two consecutive terms of three years each, provided that an individual appointed to an unexpired term of two years or less may serve not more than eight consecutive years. Any person who has served two consecutive terms on the Board shall again be eligible for election after an interval of three years.

ARTICLE IV

OFFICERS.

Sec 1. The officers of this Association shall consist of a Chairperson and a Vice Chairperson, who shall be Chairperson and Vice Chairperson, respectively, of the Board of Governors, and a Secretary, a Treasurer and a Tax Collector, all of whom shall be elected by the Board of Governors. The Chairperson and Vice Chairperson shall be elected annually at a meeting following the Annual Association Meeting at which members of the Board of Governors are elected. The Association Manager shall convene and preside at such meeting until the election of the Chairperson.

Sec. 2: The Chairperson shall preside at board meetings and shall have the same right to vote and participate in discussion as any other member. The Vice Chairperson shall act in the absence of the Chairperson. In the absence of the Chairperson and Vice Chairperson, the board shall elect a temporary Chairperson. The Secretary shall be responsible for records of proceedings of the board and their custodianship. In the absence of the Secretary, the Chairperson may appoint a temporary Secretary who shall act as and perform all the duties of the Secretary. In addition to the duties specified herein and such other powers and duties as the Board of Governors may prescribe, each officer shall generally have the powers and perform the duties which by law and general usage appertain to his or her particular office.

ARTICLE V

AMENDMENTS

Sec. 1. These Bylaws may be amended or repealed at any regular meeting of the Board of Governors, provided that such amendment or repeal shall have been considered by the Board at a regular meeting in advance of the meeting at which action is taken.

Rev. 10.25.07