BY LAWS
FISH COVE ASSOCIATION
ARTICLE I
The administration of Fish Cove Association shall be governed by these By Laws and the Articles of Agreement of the Association. All present and future Members in the Association shall hold said Membership subject to these By Laws, The Articles of Agreement and the rules and regulations set forth by the Board of Directors.
Applicability: The provisions of these By Laws are applicable to all of the property which constitutes the Association and to the use thereof. Membership of this association is by means of a deed of ownership of land described and arising from the development of the subdivision that was granted access to the waterfront at Fish Cove on Lake Winnipesaukee, as recorded in Belknap County Registry of Deeds since 1972 and appurtenant recordings following thereafter.
ARTICLE II
Definitions, Obligations and Rights:
ASSOCIATION MEMBERSHIP
Fish Cove membership is grouped into two (2) categories.
The first one is called a Full Membership, wherein the landowner has, as part of the incidence of his ownership, a paid up required original initiation fee of $2000.00 and has paid and is current on all assessments and expenses, including the then and annual dues, and all other expenses of operations including those pertaining to dock/mooring use and regulations.
The second is called a Partial Membership wherein the landowner has as part of the incidence of his ownership, a paid up required original initiation fee of $2000.00 and has paid and is current on all appropriate assessments and expenses, including his reduced annual dues. This type member does not wish to use the Association docks/moorings and therefore pays a reduced annual dues amount.
A landowner with deeded access that requires membership in the Fish Cove Association who does not satisfy the requirements of the above noted membership is considered In Default. He may become a full or partial member at any time by satisfying all those expense requirements therein as defined in said description of the full or partial member.
Voting rights: The voting rights of Fish Cove Association land owners are grouped in the following classifications:
The first is the Full Member who has a voting right in all matters of the Association including any independent issues arising from the use of docks/moorings and pertinent regulations.
The second is the Partial Member who has a voting right in all matters of the Association, except and not including any independent issues arising from the use of docks/moorings and pertinent regulations.
A landowner In Default has no participation right in Association meetings and therefore no voting rights of any kind including issues of docks/moorings and pertinent regulations.
Dues and Fees: Members are considered in “Good Standing” only when all applicable dues and fees have been paid in full. Each Association member must pay an initiation fee. This initiation fee is a one time fee assessed to each lot upon initial acceptance into the Association. The initiation fee is $2000. Members must also pay annual dues or other assessments in an amount determined by the Board of Directors. Properly assessed dues are not refundable.
Transfer of Membership: Membership cannot be transferred. A paid up initiation fee and applicable annual dues are transferred with the sale or transfer of a lot. Current applicable annual dues may also be transferred with the sale or transfer of a lot.
Association Property: The land, docks, moorings and other facilities that are owned by the association are specified in the lot owner’s deeds, other public records, and in Fish Cove Association records. Only holders of Association membership who are in good standing and their immediate families and their guests shall be entitled to the use of Association property.
Docks and Moorings:
Only Full Members in good standing have the right to use the Fish Cove docks and moorings in accordance with the terms of the separate document entitled “Fish Cove Association Regulation of Dockslips & Moorings”. The use and assignments of dock and mooring space is granted by way of “Seniority” of said members (i.e. the members who have been in good standing and own their property for the longest period of time as specified below). Seniority for dockage and/or mooring use shall always remain part of these By Laws and the regulations of the Fish Cove Association by way of the said document - “Fish Cove Association Regulation of Dockslips & Moorings” [1].
The rank of seniority is achieved when all three of the following criteria are met:
ownership of property
original initiation fee satisfied
full payment of all annual Full Membership dues and expenses assessed.
The members’ granted use of the docks and moorings shall be further defined by the separate document entitled “Fish Cove Association Regulation of Dockslips & Moorings”. Said document shall not compromise or alter any language and terms already stated herein as to rights according to membership definition and status.
Seniority rank may be passed on to any family member (after the death of the property owner), without loss of rank, when the property is passed through a Last Will & Testament or Family Trust, or other form of legal transfer within one’s family. If a property is held in a trust where the beneficiary is not a family member, the seniority rank would not transfer. If no specification is mentioned in said will or family trust, then the Association will only recognize as a recipient of the seniority ranking, those of the deceased member’s immediate family in accordance with the State of NH Laws of Descent and Distribution of an intestate decedent.
Seniority rank is never passed on through the sale of property except for:
When the sale of the property is directly from a parent to his child or other immediate family member.
Whenever a member with seniority ranking has ownership of lots/houses in addition to the seniority ranked lot/house, he may transfer and designate his said ranking to another of his additional lots/house, by way of executing a document of self-transfer on a form prescribed and issued for that purpose by the Treasurer, which will then be included/added to the Association record-keeping of such transfers.
ARTICLE III
Annual meeting and other membership meetings:
Annual Meeting: The annual meeting of all of the members shall be held, with at least 30 days advance notice, on a designated week-end day in June; generally at 9:00 A.M. at the beach area, or such other local place and reasonable date and time as the Board of Directors may designate.
Notice of all meetings of the entire membership, stating the place, day, and hour thereof, and the purpose for which the meeting was called, shall be given to each member entitled to vote in such meeting, by mail, postage prepaid to the members using the address as it appears on the books of the Association or by electronic communication.
Quorum: At any meeting of the membership, a majority of the members shall constitute a quorum for the transaction of business.
Special meetings of the members shall be called by the Secretary or board designee, upon written request of any member of the Board of Directors, or upon written request of at least one third of the members in good standing, stating the time, the place and purpose of such meeting. Notice of special meetings shall be given at least 30 days before the meeting in writing, by US mail, or by electronic communication.
Proxies: Votes may be cast in person or by proxy. Proxies shall be valid only for the particular meeting designated therein and must be filed with the Secretary or board designee before the appointed time of the meeting.
ARTICLE IV
BOARD OF DIRECTORS/OFFICERS
Number: The Board of Directors shall consist of six persons, four of whom will be the Officers of the Association, plus two are Board of Directors Members at Large.
Election: The Board of Directors and Officers of the Association shall be only elected at the annual meeting of the members through majority vote.
Terms of office: All members of the Board of Directors will be elected for a term of office of two years by the membership at its Annual Meeting. Each director shall hold office until his/her term expires, death, resignation, removal, disqualification, or his/her successor has been elected or appointed.
Vacancies: Vacancies in any Office or in the Board of Directors may be filled from the general membership by a majority vote of the Association membership at a meeting.
Board of Directors Quorum and Voting: Any voting of the Board of Directors requires a minimum of 5 board members to be present and a majority (4) to pass a motion.
Officers: The Officers of this Association shall be a President, Vice-President, Treasurer and Secretary. Each Officer must be a Full Member. Board of Directors Members at Large may fulfill any position as appointed by the Board of Directors.
President: The President shall be the Chief Executive Officer of the Association. Unless ordered otherwise by the Board of Directors said person shall preside at all meetings of Directors and Members, and shall perform such other duties as are imposed on said person by these By Laws or as may be assigned to said person by the members or Directors. Said person shall appoint such committees, designating the members and the Chairmen thereof, as the president deems necessary, or as the Directors may direct. The President also has the power to sign all written contracts of the Association.
Vice-President: The Vice-President shall be chosen in the same manner and for the same term as the President and shall exercise all of the powers of the President during the absence or disability of the President, in addition to such other duties as the Directors or Members may from time to time prescribe.
Treasurer: The Treasurer shall be chosen in the same manner and for the same term as the President. Said person shall be the financial agent of the Association, have charge of and be responsible for all money which comes into the Treasurer’s possession and shall have the right to sign on behalf of the Association after being so authorized, notes and other evidences of debts, contracts, checks and other written instruments. He/she shall keep records of the business and affairs of the Association, and shall prepare and exhibit statements of his/her accounts at all annual meetings and at all other times when requested by the Directors. Said person shall collect all money from time to time due and owing to the Association and shall keep and disburse the same pursuant to the contracts and obligations of the Association, per the order of the Directors or Members. The Treasurer’s books and records shall be open to inspection at all reasonable times by any Officer or Member of the Association. The Treasurer shall perform such other duties as the Directors or Members may from time to time require.
Secretary: The Secretary shall be chosen in the same manner and for the same term as the President. The Secretary shall attend all meetings of Members and Directors and record the proceedings thereof. The Secretary shall notify the Members and Directors of their meetings in accordance with the By Laws. The Secretary shall perform such other duties as the Members and Directors or President may from time to time determine. In the absence of the Secretary at any meeting of the Directors or Members, a temporary Secretary shall be chosen who shall record the proceedings of such meeting.
POWERS OF BOARD OF DIRECTORS
Immediate management and direction of all of the affairs of the Association shall be vested in the Board of Directors, subject to the By Laws and votes of the Members. Said Board shall, in particular, have the power to appropriate such sums of money as it may determine to be for the best interests of the Association, and to make or authorize all contracts, provided, however, that funds which are on hand and available for the particular purpose. Without limiting the generality of the foregoing, the Directors shall have the power to:
A. Restrict the use of the Association land to uses devoted to the recreation, health, safety, welfare and convenience of the persons entitled to the use thereof;
B . Provide for the maintenance of those portions of such land as may require maintenance and provide funds for any such necessary maintenance;
C. Obtain and at all times maintain in force public liability insurance in such amounts and coverage as may be reasonably adequate to protect the Association against claims for damages for personal injury (including death), or injury to property, arising or resulting from its ownership of the Association land.
D. Keep all the improvements from time to time existing on such land insured against loss by fire or other casualty, which insurance shall include the standard extended coverage endorsement and be in such amounts as may be necessary to prevent the Association becoming a coinsurer thereof; and;
E. Recover all amounts due the Association on account of any loss sustained by reason of any casualty, condemnation or otherwise;
F. Adopt and publish rules and regulations governing the use of the Association land and the facilities thereon and the personal conduct thereon of the Members, their families and guests, and others;
G. Determine the amount of dues and assessments for which provisions is made in the declaration; and
H. Accept on behalf of the Association, conveyances of real property and personal property and assignments of easements, rights and privileges including those reserved by the developers in the declaration.
ARTICLE V
Amendments: These By Laws may only be amended by a three fifths vote of all the entitled members present and voting at a meeting and by any official proxy vote in writing. Amendments may be proposed by either the Board of Directors or by the membership of the Association. Nothing in this section shall restrict the Board of Directors from making rules, policies or procedures needed to govern the business of the Association or use of the Association property.
Payment for work performed: The Association shall make no distributions of income to its members, directors, or officers. If a competitive bid has been obtained for tangible work and a member is chosen by the board to perform the work, a payment for tangible goods and services can be made. Copies of all competitive bids shall be retained by the Treasurer for at least 3 years. The Board of Directors has the discretion to approve a one-time expense of up to 5 % of available funds to an association member for work performed, without seeking competitive bids.
ARTICLE VI
RULES AND REGULATIONS
The Board of Directors, after consultation with appropriate persons, shall promulgate rules and regulations governing the details of the operation and the use of the Association’s property and the use, designation, and rules of the docks and moorings as shown in the existing document of Regulation of Dockslips and Moorings as revised dated July 2011, and other association business. The rules and regulations may be amended by the majority vote of the Board of Directors.
All major items (e.g. an issue that impacts all of the members for a period of time greater than two years) or items of great expense (more than 20% of the Association’s total cash holdings) must be brought to a vote of the eligible membership after initial approval of the Board of Directors, with final approval granted by a majority vote of the membership at a meeting.
The signatures below attest that the Fish Cove Association By Laws, as written herein, were reviewed, accepted and approved by an appropriate vote of the members of the Fish Cove Association.
______________________________
After approval by the Fish Cove Association membership, the Fish Cove Board of Directors signed the Bylaws on November 2, 2011. This Document was filed with the Belknap County Registry of Deed on December 29, 2011 Doc # 1113268, Book: 2746, Page: 0950. (2020 Amendment registration is due soon)
[1] The State of NH courts have ruled on this issue. Please refer to The State of New Hampshire, Belknap County - Docket No. E-89-23.