BICA By-Laws

BEAR ISLAND CONSERVATION ASSOCIATION, INCORPORATED

A voluntary corporation, incorporated under the laws of the State of

New Hampshire and located on Bear Island in Meredith,

Belknap County, New Hampshire.

CONSTITUTION AND BY-LAWS

Adopted March 15, 1975

Amended August 13, 1977

Amended September 13, 1980

Amended August 16, 1986

Amended August 8, 1987

Amended August 20, 1988

Amended August 15, 1992

Amended August 5, 2006

Amended July 30, 2011

Amended August 4, 2012

Amended August 3, 2013

Amended August 6, 2016

Amended August 5, 2023

Amended July 27, 2024

Article I — Name and Address

Section 1.   The organization shall be known as the Bear Island Conservation Association, Incorporated (hereinafter BICA).

Section 2.   The official address of BICA shall be: Bear Island, Meredith, New Hampshire. The corresponding address shall be that of the Treasurer of BICA.

Article II — Purpose

Section 1.   To preserve land owned by BICA in its natural state.

Section 2.   To promote and accomplish such practices of conservation, protection of wildlife, and silviculture as may be beneficial to the environment, while complying with current use requirements.

Section 3.   To acquire, exchange, hold, use, and manage real estate situated on Bear Island, Meredith, New Hampshire, to accomplish the objectives set forth in Sections 1 and 2 of this Article.

Section 4.   The Association is not organized for profit, and no part of the income thereof shall inure to the benefit of any private individual, member, officer, or official of BICA.

Article III — Membership

Section 1.   Members shall have the power and authority to establish the objectives, manage the activities of BICA, adopt rules and regulations for accomplishment, and establish annual dues and assessments.

Section 2.   Eligibility of membership shall accrue to residential property owners situated north of the waist of Bear Island known as the Carry. North of the Carry shall be deemed to be the houses numbered 356 and higher, and houses numbered 2 through 94. Eligibility shall also extend to owners of an unimproved lot that qualifies as a buildable residential lot.

Section 3.   Each residential property is eligible to have one member; however, an owner of multiple residential properties north of the Carry shall only have one member.

Section 4.   Each application for membership shall be accompanied by the payment of any initiation fee and the total dues and assessments currently in effect.

Section 5.   A Member in good standing shall have one vote in the deliberations of BICA. A member is in good standing when past and current fees, dues, and assessments have been paid.

Section 6.   An Associate (non-voting) membership is available to relatives of current members upon the payment of one half of the current annual dues.

Section 7.   Sale of a member’s residential property automatically terminates membership and all its benefits and privileges. The new owner shall be eligible for membership as set forth.

Section 8.   A member in good standing may transfer membership along with the Bear Island property by gift, bequest, will, etc. to relatives by blood or marriage, or legal heirs.

Section 9.   An Alumni (non-voting) membership is available to past residential property owners upon payment of one half of the current annual dues.

Article IV — Meetings

Section 1.   BICA shall have an annual meeting in Meredith, NH during July or August. The date, time, and place shall be determined by the President.

Section 2.   Special meetings may be called by any three directors, or by any 15 members upon giving written notice to the President or Secretary. Those calling such special meeting shall determine a date, place, and time for such meeting which is reasonable and affords time for giving notice of such meeting to the members as required herein.

Section 3.   Notices of the annual or special meetings shall be emailed to the email address on file with the Secretary no later than 21 days prior to the date of such meeting. Notice of a special meeting shall also contain a short statement of the purposes of such special meeting. No business shall be conducted at a special meeting other than that described in the meeting notice.

Section 4.   A member unable to attend any meeting may vote by written proxy or email.

Section 5.   A simple majority vote of those present, in person or by proxy, shall be sufficient to conduct the business of BICA at a duly constituted meeting.

Section 6.   The election of officers and directors shall take place at the Annual Meeting, and officials shall take office at the end of that meeting.

Section 7.   All meetings of BICA will be governed by Robert’s Rules of Order.

Section 8.   Board meetings shall be held at the organization’s principal place of business unless otherwise stated in the notice. The Board of Directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means shall be deemed to be present in person at the meeting. The Secretary or designee duly authorized by the Board of Directors shall take minutes of all meetings.

Section 9.   A vote on any issue may be initiated by the President or his/her designee between meetings collecting votes by email. The President shall take reasonable precautions to ensure that the Board members themselves cast the votes. Action taken in this manner shall be effective only if all Board members vote in favor of this action. Results of any electronic vote must be announced by the President or a designee to the whole Board of Directors by email and at the next meeting. All decisions made in this manner shall be recorded in the minutes of the next regularly scheduled Board meeting.

Article V — Officers

Section 1.   The officers of BICA shall be a President, Vice President, Secretary, and Treasurer. Each officer shall automatically be a member of the Board of Directors.

Section 2.   Officers’ terms shall be for one year, or until a successor is elected. The Board of Directors shall have the power to fill from the membership any vacancies in any office, and officers so appointed shall serve until the next annual meeting, or until their successors are elected.

Section 3.   There shall be a Board of Directors consisting of the four officers plus not less than five nor more than eight directors elected from the general membership.

Section 4.   Directors shall be elected for three-year terms, with about one third elected each year. No director shall serve more than six years in succession. Following each such period of consecutive service, one year must elapse before a member shall again be eligible for election as a director or officer.

Section 5.   Any member in good standing shall be eligible to be a director, and any director, past or present, in good standing, shall be eligible for election as an officer.

Section 6.   The Board of Directors shall represent and act on behalf of BICA between annual meetings and in all matters except those reserved for the membership by these bylaws and applicable State law. A majority of officers and directors being present or voting by proxy shall constitute a quorum at the Board of Directors meeting.

Section 7.   Nominations for officers and directors shall be made by a Nominating Committee of at least three members appointed by the President. The Nominating Committee shall present a recommended slate at the Annual Meeting. Additional nominations may be made by any member in good standing present at the Annual Meeting.

Section 8.   Officers may be removed by vote of a majority of the membership, or by a two-thirds vote of the Board of Directors.

Section 9.   The Board of Directors shall establish such standing committees as it deems appropriate. The President shall appoint committee chairpersons. The standing committees may include, but are not limited to, the following:

Land Management

Community Relations

Historical Information

Membership

Nominating

Audit

Article VI — Duties and Powers of Office

Section 1.   President. The President shall preside at all meetings of BICA, and shall sign all contracts and papers relating to the affairs of BICA, be an ex-officio member of all committees, and perform all acts properly belonging to the office, including executive supervision of all activities of BICA.

Section 2.   Vice President. The Vice President shall have such general responsibility as may be assigned from time to time by the President or Board of Directors. At the request of the President, or in the President’s absence or inability to act, the Vice President shall perform the duties of the President, and when so acting shall have the powers of and be subject to all restrictions upon the President.

Section 3.   Secretary. The Secretary shall make and keep minutes of all meetings of the membership and Board of Directors, maintain records of membership, send meeting notices as required by these by-laws, and perform related tasks as required.

Section 4.   Treasurer. The Treasurer shall maintain records of all financial transactions of BICA, receive and deposit monies due in places of deposit approved by the membership or Board of Directors, keep a record of payments, sign all checks, and make all disbursements, file required government forms to maintain the Federal Tax exempt and local current use status, maintain insurance policies as directed by the Board of Directors, and perform related tasks as required. Accounts of deposit shall be established so as to be accessible to one other officer of BICA.

Section 5. THE BOARD OF DIRECTORS DOES NOT HAVE THE AUTHORITY OR POWER TO CHANGE THE PURPOSE, RENT, LEASE, OR SELL THE LAND OWNED BY BICA WITHOUT THE AFFIRMATIVE VOTE OF THE MAJORITY OF ITS MEMBERS. ALL MEMBERS WILL BE PROPERLY NOTIFIED PER ARTICLE IV.

Article VII — Dues and Assessments

Section 1.   Annual dues and assessments to finance BICA activities shall be established by the members at the annual meeting and shall be in the amount required to meet existing and anticipated commitments. The balance in the treasury shall not exceed $49,000.00. Dues shall be equal for each member family regardless of the size or character of that member’s property holdings. Dues and assessments so approved shall be payable within 60 days.

Section 2.   Failure of a member to pay dues and assessments in a timely manner shall result in automatic suspension of all membership privileges.

Section 3.   Reinstatement of any member in default may be made by the payment of all unpaid dues and assessments.

Section 4.   The fiscal year shall be from January 1 to December 31.

Article VIII — General Financial

Section 1.   No member shall receive compensation for services as an officer or director. Reimbursement of actual expenses will be provided upon approval of the Board of Directors.

Section 2.   No loans shall be contracted on behalf of BICA and no evidence of indebtedness shall be incurred in its name unless authorized by a two-thirds vote of the Board of Directors.

Section 3.   Funds of BICA not otherwise employed shall be deposited from time to time to BICA’s credit in such banks, trust companies, or other depositories as the Board of Directors may select, or in lieu of any action by the Board of Directors, as the Treasurer may select.

Article IX — Indemnification

Section 1.   BICA shall indemnify to the extent of funds in savings, and to the full extent authorized or permitted by the laws of the State of New Hampshire, any member when acting in good faith on behalf of BICA who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the name of BICA) by reason of the fact that such member is or was a representative of BICA. This indemnification is not exclusive of any other rights to which such person may be entitled under any agreement, vote of the disinterested directors, or otherwise.

Article X — Amendments to By-Laws

Section 1.   These by-laws may be amended by the affirmative vote of a majority of the members present at the Annual Meeting, provided that the notice of such meeting as required by these by-laws shall set forth the general nature of the proposed action.

— End of By-Laws —