By-Laws of the Sand Dam Reservoir Association
Adopted 06/21/2017
DEDICATION
These By Laws are dedicated to the founders of the Sand Dam Reservoir Association, under the leadership of Walter Coupe, whose efforts helped to establish a community of landowners interested in preserving the quality of the Smith and Sayles Reservoir.
TABLE OF CONTENTS
ARTICLE I: SAND DAM RESERVOIR ASSOCIATION INFORMATION
Section 1. Name
Section 2. Address
Section 3. Mission
Section 4. Corporate Seal
Section 5. Fiscal Year
ARTICLE II: ELIGIBILITY FOR MEMBERSHIP
Section 1. Eligibility
Section 2. Associate Membership
Section 3. Special Consideration
Section 4. Removal
Section 5. Addresses of Members
Section 6. Annual Dues and Assessments
ARTICLE III: BOARD OF DIRECTORS
Section 1. Number, Qualifications and Election
Section 2. Powers
Section 3. Board of Directors Meetings
Section 4. Action Without Formal Notice
ARTICLE IV: OFFICERS AND DIRECTORS AT LARGE
Section 1. Enumeration, Term of Office, Manner of Election and Powers
Section 2. President
Section 3. Vice-President
Section 4. Treasurer
Section 5. Secretary
Section 6. Directors at Large
Section 7. Delegation of Duties
Section 8. Compensation
Section 9. Vacancies
ARTICLE V: MEMBERSHIP, MEETINGS AND VOTING
Section 1. Procedures
Section 2. Voting Eligibility
Section 3. Quorum
Section 4. Voting Methods
Section 5. Majority Vote
Section 6. Annual Meeting
Section 7. Special Meetings
Section 8. Notices of Meetings
ARTICLE VI: AMENDMENTS OF BY-LAWS
Section 1. Vote
Section 2. Notices
Section 3. Initiation
ARTICLE I: SAND DAM RESERVOIR ASSOCIATION INFORMATION
Section 1. Name
This Association shall be known as the Sand Dam Reservoir Association (SDRA).
Section 2. Address
The address of the Association shall be PO Box 284, Chepachet, Rhode Island 02814.
Section 3. Mission
The Sand Dam Reservoir Association (SDRA) is a voluntary Association of concerned landowners and neighbors on the Sand Dam Reservoir (also known as Smith & Sayles Reservoir) whose mission is to provide stewardship to the lake and its community. Members come together to preserve, protect, and improve the quality of our environment here: our water and habitat, for recreation and tranquility, now and in the future.
Section 4. Corporate Seal
The corporate seal shall be circular in form and shall contain around its outer edge the words “Sand Dam Reservoir Association” and in its center the words “Incorporated 1950 Rhode Island”.
Section 5. Fiscal Year
The fiscal year shall be July 1st through June 30th.
ARTICLE II: ELIGIBILITY FOR MEMBERSHIP
Section 1. Eligibility
Any landowner with property adjacent to the Sand Dam Reservoir is eligible to join the Association and become a voting member of the Association. A member of the SDRA shall be the recorded landowner(s) of property abutting the Reservoir and must pay annual dues for such membership.
However, landowners holding land-in-common are eligible only as a group for a single voting membership with dues the same as a single full membership. The landowners-in-common shall designate a representative of their choosing to cast one vote for the group in all SDRA matters.
(“Landowners-in-common, as intended in these by-laws, refers to such landowner groups as planned communities, condominiums, plats, or similar landowner groupings that hold common land abutting Smith & Sayles reservoir.)
Section 2. Associate Membership
An associate member may be any individual or group interested in the SDRA. Such membership shall pay half the full membership dues and have access to all SDRA meetings and events but shall have no voting rights.
Section 3. Special Consideration
Special consideration or honorary membership may be given to individuals who have negotiated or been awarded special membership status by a majority vote of the membership at the Annual Meeting; such membership may be voting eligible or not and dues-paying or not, as negotiated or approved previously by the Board or as approved by a majority of the membership.
Section 4. Removal
Any member or associate member may be removed for any activities injurious to the Association by a majority vote of those present at any meeting of the Association, annual or special.
Section 5. Addresses of Members
Each member shall furnish the Secretary with an email address or USPS address to which all notices may be sent. In default thereof, the Secretary may send notices to the last known residence of the member and notices so addressed shall be binding upon the member whether or not received.
Section 6. Annual Dues and Assessments
Payment of annual dues constitutes membership in SDRA for the upcoming fiscal year. Assessments shall be made by the Board of Directors for whatever money may be needed for upcoming expenses. The dues for annual membership shall be determined by the Association at its annual meeting, provided, however, that if the Association at its annual meeting fails to determine the amount of dues for the ensuing year, the dues for the preceding year shall continue in force. The annual dues shall become due and payable not later than September 1st of the new fiscal year.The Association by vote of a majority of the members may make assessments on each member. Such assessments shall be in the same amount for each member. Assessments shall be paid within sixty days after their levy is voted. Any member who does not pay annual dues by September 1st or assessment within sixty days after the same become due may be dropped from membership.
ARTICLE III: BOARD OF DIRECTORS
Section 1. Number, Qualifications and Election
The Board of Directors shall consist of seven members, including the four executive officers of the Association and three persons from the membership at large. To serve on the Board one must currently be a member in good standing. In addition, to serve as an officer one must also have been a member of the SDRA for at least three years whereas members-at-large need only have been a member for one year. If more than one person is landowner on a property, only one may serve on the Board in any role at the same time.
Section 2. Powers
The Board of Directors shall have general control and management of all the business and property of the Association, subject to the specific direction, if any, of the members of the Association as voted at any annual or special meeting and, subject thereto, the Board of Directors may exercise all powers of the Association which are not by statute of or by the Articles of Association or by these By-Laws required to be exercised by the members of the Association.
Section 3. Board of Directors Meetings.
The Board of Directors shall meet from time to time throughout the year to conduct regular or special business of the Association. One such meeting shall be held not later than May 15 to set the agenda for the Annual SDRA membership meeting; the agenda shall include a motion for election of a slate of Officers and Directors-at-large, as well as any other formal motions, if applicable, to be presented for the Annual SDRA Meeting. Board of Directors meetings shall be held at such time and place as the Directors by general resolution may direct. At all meetings of the Directors, five Directors shall be necessary to constitute a quorum for the transaction of any business. Action taken by the Board of Directors shall require an affirmative vote of a majority of the Directors present and voting. In the event of an emergency, a special meeting may be called to bring together a majority of the board members in as short a time as possible, thereby suspending the time frames noted above for special meetings, and recognizing that member participation in such a meeting may be via electronic communication.
Section 4. Action Without Formal Notice
Any vote, resolution or other form of action which shall be in writing and signed by a majority of the Directors shall constitute lawful action by the Board of Directors without any formal meeting of said Board.
ARTICLE IV: OFFICERS AND DIRECTORS AT LARGE
Section 1. Enumeration, Term of Office, Manner of Election and Powers
The executive officers of the Association shall be a President, a Vice-President, a Treasurer and a Secretary, all of whom shall be land owner members of the Association and shall be elected by the members at the annual meeting of the Association.Executive officers shall be elected for a two-year term. There shall be no more than two consecutive terms in said office.No one person shall hold more than one of the aforesaid offices. The executive officers shall hold office from the end of the meeting in which they are elected until the end of the next annual meeting of the Association. A nominating committee will be formed at each annual meeting to present a slate of Directors (including specification officers) for the next Annual meeting.
Section 2. President
The President shall preside at all meetings of the Association and shall sign all deeds, contracts, and other written instruction made and executed on behalf of the Association. The President shall have charge and supervision of the business and the affairs of the Association subject to control of the Board of Directors, and shall perform such other duties as may from time to time be assigned by the Board of Directors.
Section 3. Vice-President
In the absence of the President, the Vice-President shall preside at all meetings of the Association. In the event of illness or absence of the President, or when requested in writing by the President to do so, the Vice-President shall perform all the duties of the President. The Vice-President shall also perform such duties as may from time to time be assigned by the Board of Directors.
Section 4. Treasurer
The Treasurer shall be responsible for the collection and depositing of all monies payable to the Association and shall keep its financial books and records. The Treasurer shall sign all hard copy/paper checks, with the President co-signing any of these paper checks greater than $999.99. The financial books, records and electronic bank card(s) data of the Association, shall be available for inspection by any other Board member. The Board of Directors shall either personally or through their nominee or nominees audit the books of the Treasurer at least once a year. If required by the Board of Directors, the Treasurer shall give bond for the faithful performance of duties, with such surety and in such amount as the Board may determine, but the Association shall pay the cost of the surety on such bond.
Section 5. Secretary
The Secretary shall act as clerk at all meetings of the Association and shall keep the minutes of such meetings. The Secretary shall also keep a register of the names and addresses of all the members of the Association and shall be responsible for timely communication electronically or by post office mailing of meeting notices and other correspondences. The Secretary shall have custody of the seal of the Association, of the minutes of the meetings of the membership and Board of Directors and all other papers and documents belonging to the Association, and shall perform such other duties as may be assigned by the Board.
Section 6. Directors-at-Large
Directors-at-Large are elected for three-year terms, rotating on the Board such that each year one new member-at-large joins the Board and the longest sitting member rotates off the Board.
Section 7. Delegation of Duties
In case of the absence of any officer of the Association or for any other reason that the Board may deem sufficient, the Board of Directors may delegate, for the time being, some or all of their duties to any other Board Member, provided a majority of the Board concur.
Section 8.Compensation
Directors shall not receive any salary or other compensation for their services as Directors. However, they may be reimbursed for such actual expenses as they may incur on behalf of the Association. In addition, as approved by the membership, funds may be allocated for the performance of specific duties apart from such role.
Section 9. Vacancies
If the office of any executive officer or Director becomes vacant, the Board of Directors, by a majority vote of those remaining, may fill such vacancy until the next special or annual meeting of the Association shall fill the vacancy.
ARTICLE V: MEMBERSHIP, MEETINGS AND VOTING
Section 1. Procedures
Robert’s Rules of Order shall be in force at meetings of the Association, of the Board of Directors, and of all Association committees.
Section 2. Voting Eligibility
Each member shall be entitled to vote upon each question properly presented at any meeting of the members of the Association. Voting qualifications are as follows:
- a) ownership of property shall be entitled to one vote;
- b) property jointly held by multiple owners shall have one vote;
- c) no owner shall have more than one vote.
Section 3. Quorum
At all meetings one-third of the members of the Association shall constitute a quorum for the transaction of all business. However, should a quorum not exist all essential business shall be brought to the Board of Directors for action.
Section 4. Voting Methods
Members may vote by voice, roll call, show of hands, ballot or proxy. A signed proxy shall be filed with the Secretary of the Association at least 24 hours in advance of a meeting to exercise voting privilege. The proxy shall be given to a voting member of the Association and shall be general or shall specify the items to which the proxy pertains.
Section 5. Majority Vote
At all meetings, except as otherwise required by law or by these By-Laws or by the Articles of Association, the affirmative vote of a majority of the members voting shall be necessary to pass any vote or resolution or to take any other Association action.
Section 6. Annual Meeting
The annual meeting of the Association shall be held on the third Wednesday of June in each year at such time and location in the State of Rhode Island as shall be specified in the notice of said meeting. In the event of failure to hold said meeting, any and all such business which might have been transacted at such meeting may be transacted at the next meeting, whether special or annual.
Section 7. Special Meetings
Special meetings of the Association shall be called by the Secretary at any time by order of the President or by a majority of the Directors. If the Secretary fails to call a meeting upon such request, it may be called by any other officer. Any business may be transacted at any special meeting, whether stated in the notice of such meeting or not, except as otherwise provided in these By-Laws.
Section 8. Notices of Meetings
Notices of meeting shall be given at least 14 days prior to the date of meeting. Such notices shall be transmitted via latest electronic address provided or shall be deposited by the SDRA Secretary in a US Post Office to last known address.
ARTICLE VI: AMENDMENTS OF BY-LAWS
Section 1. Vote
With advance notice of at least 14 days these By-Laws may be altered or amended by the affirmative vote of two-thirds of the members of the Association present at any annual or special meeting.
Section 2. Notices
These By-Laws may not be altered or amended at any annual or special meeting of the Association unless the notice thereof shall contain a statement of the substance of the proposed alteration or amendment.
Section 3. Initiation
Initiation of a proposal to amend or alter the By-Laws may be made by the Board of Directors or by any two officers or by petition to the Board of Directors signed by any five members.
If you were unable to attend the June 17, 2015 annual meeting of the Sand Dam Reservoir Association, click here for the presentation agenda and information.
SAND DAM RESERVOIR ASSOCIATION ANNUAL MEETING
JUNE 27, 2014
Meeting minutes
The meeting was called to order at 7:30 p.m. at the Glocester Senior Center by Ray Theriault, SDRA President. There were 27 people in attendance; a quorum was present.
I. OPENING REMARKS – Ray Theriault, President
· President began with opening remarks, welcoming those in attendance, apologizing for the late start (the building was locked upon arrival), and thanking members for their patience.
· President expressed appreciation and thanks to the Board members, the Committee heads and the general membership for their participation and support over the past year. SDRA is one of the most successful lake organizations due to the work and support provided by all the members.
· All those in attendance were asked to introduce themselves.
· A special welcome was extended to new homeowners Dennis and Marissa Danville who have purchased the house formerly owned by Ernie and Brenda LaFazia.
· President expressed his deep gratitude to Ernie LaFazia for his valuable contributions to the SDRA. Rico Colaluca read a greeting and fond farewell provided by Ernie LaFazia (who is no longer a resident of Glocester)
· President mentioned that it has been a busy year for SDRA
· President stated that SDRA board will increase efforts towards transparency in an effort to keep all members apprised of important developments.
II. SECRETARY’S REPORT – Mary O’Keeffe, Secretary
· Secretary provided a summary of the meetings that have taken place since the last annual meeting (held June 26th, 2013).
o Planning board meeting Wed, Sept 26th 2013
o Lake Management Committee meeting Wed, Nov 20th 2013
o Board meeting Thur, March 6th 2014
o Board members met with DEM re: Dam Violations on March 22nd
o Trash pick-up May 3rd (DEM volunteer time and activity reports were distributed to participants with a request to return completed reports to the SDRA secretary)
o Monti Milfoil Mat project – several attempts
o Board meeting Wed, May 21st 2014
· Secretary noted that meeting minutes have been posted to the SDRA website.
v A motion to approve the secretary’s report was made and seconded. All present voted in favor of the motion.
III. TREASURER’S REPORT – Toni Hayes
· Treasurer provided a summary of expenses and income.
v A motion to approve the treasurer’s report was made and seconded. All present voted in favor of the motion.
IV. OLD BUSINESS
Ø Lake Management Plan – Ray Theriault
o Drawdown – Judy Colaluca – Judy thanked her committee members for their efforts. Special thanks to Art Searle for drawdown committee report. Drawdown team was introduced. Art Searle explained the purpose of the drawdown to manage the milfoil. The drawdown report will be posted to website.
o Chemicals – Ray Theriault – Ray reviewed the SDRA history with chemicals and SDRA members varied opinions about the use of chemicals.
§ Ray described non-chemical efforts to control milfoil such as the Monti milfoil mat project. These non-chemical methods can be cost effective if we do it ourselves.
§ We’ve got some milfoil spots that Art Searle identified and circulated to SDRA Board members.
§ Ray mentioned weed-pulling effort – July 13th and July 20th for weed-pulling party. July 13th noon start time – details to follow.
§ Bob Bedard mentioned cardboard on ice to mark weeds in winter and when ice melts it smothers weedbed.
§ Sam Hawkes mentioned a friend on Angel Rd. who is a diver and may be interested in helping out.
o Dam Spillway – Dave Morin
§ Drawdown to about 57 inches through December until Keech Pond released water. With this we were at about 46 inches through March. Lake filled up in about 1 ½ weeks. 26 times Dave had to modify gate. Currently at maximum level. Thanks to Bertha Bedard for calling Dave when the water level gets high and starts spilling over from Keech.
o Boat Ramp Inspections – Mary O’Keeffe
§ We’ve been at the boat launch for 3 tournaments so far, with a 4th scheduled for tomorrow. Five volunteers so far – Inspected about 40 boats.
§ Ron Baker is also performing courtesy inspections on an ad-hoc basis.
§ Remaining summer tournaments – 4 in July, 2 in August, 4 in September. Welcome volunteers, provide on-the-job training. Tournament dates are listed on the SDRA Website.
Ø Education – Carolyn Fortuna
§ Carolyn gave a brief history of the background of the education committee.
§ Carolyn showed members artifacts that have been submitted to illustrate some significant historical events related to the lake.
Ø DEM Dam Violation – Ray Theriault
§ Ray provided overview of Dam Violation and efforts to address the violation.
§ Town worked with SDRA Board to help remediate problems identified in violation report.
§ Bob Fairbanks was engineer retained to help SDRA address the problem. Cost for engineering services and subsequent report was $1125.00. He wrote a report and DEM accepted it, thus the lien on the Dam was lifted. Ray mentioned that members worked together to ensure that proper attention was paid to the violation. Efforts now should be to move from reactive to proactive stage to prevent future violations.
Ø Monti Milfoil Mat Project – Ray Theriault
§ First attempt was not successful, but learned from it.
§ Second attempt was successful – it appears to need a little adjustment. Ray’s son Kyle will work to adjust it this coming weekend. Cost was $103.23.
Ø O’Donnell Property – Judy Colaluca
§ Property has been sold to Mark Bard, Stoneybrook farm LLC. Plans to sell the home on 102 and a separate parcel and then put in a road and build a summer home.
§ Glocester Land Trust will not be purchasing the land as had been previously reported to the Board.
Ø Keech Pond – Sharon and Ernie Heon
§ John Holmes reports a problem with milfoil on Keech Pond. Keech was not able to do enough of a drawdown to freeze the milfoil this past winter.
§ Elaine mentioned that DEM and/or Army Corps of Engineers may need to be involved in milfoil control efforts by Keech Pond Association.
§ SDRA would like to be considered a partner in Keech Pond Association’s efforts, since these efforts have implications for our lake management plan.
§ Some discussion of the need to develop a clear plan for coordinating and partnering with Keech Pond Association.
§ Ernie suggested doing our own survey of Keech before approaching the Keech Pond association.
Ø Hydroelectric – Rico Colaluca
§ $7-12,000/year savings to town/transfer station energy bills if project could get off the ground, but engineering appears to be too expensive/complicated.
§ Rico confirmed that the Town Council is aware that SDRA has not approved anything related to hydro on SDR to date.
Ø Fund Raising – Ray Theriault
§ Ray asked for volunteers to direct fundraising
§ Rico mentioned that Keech Pond Association has over $200,000 in their treasury, and noted the different organizational structure (deeded land owners are required to pay membership in Keech Pond Association)
Ø Water Testing – Deb Silva
§ Deb described her procedure. Three times a year she takes water and chlorophyll samples from the 3 main tributaries (O’Donnell, Keech, and Balcom brooks). Weekly measures include recording temperature, and secchi dish measure of water clarity
§ She estimates spending about 1 hour per week on water quality monitoring.
§ Cost of Water Quality Monitoring has been paid by an anonymous donor. The base monitoring (which has been paid by the donor) includes testing 2 tributaries. In the past SDRA has approved payment of $100 extra to allow testing of the 3rd main tributary.
§ Elaine mentioned that this expense should be a line item on SDRA Financial reports. Though SDR does not pay this bill, it is still part of the cost for maintaining the Lake and the Lake Management Plan.
v A motion to approve allocation of $100 to pay Watershed Watch for testing the 3rd tributary was made and seconded. All present voted in favor of the motion.
Ø Website – Carolyn Fortuna
§ Carolyn described the website and asked if members would like to pay $18/year (or less if it can be obtained for a several year agreement) to obtain a user-friendly url.
§ Rico Colaluca agreed to ask Bill D’Agostino to remove the SDRA Facebook page.
§ SDRA members expressed gratitude to Carolyn Fortuna and Steve Hanley for their efforts in creating an excellent SDRA web presence.
v A motion to approve allocation of $18/year (or a higher initial payment for a lower overall-cost multi-year agreement) to pay for a user-friendly url website address was made and seconded. All present voted in favor of the motion.
Ø Sunshine – Carolyn Fortuna
§ Carolyn asked people to let her know about events/people to be celebrated or remembered.
Ø Save the lakes – Judy Colaluca
§ Judy had to leave the meeting early to attend to an important family matter. Ray Theriault reviewed the STL goose management education program.
Ø Sand Dam Day – Ray Theriault
§ Cathy and Steve Hopkins and Roberta Paine will host this year. Saturday -August 16th, 9:00 am-11:00 – 80 Evelyn Way (off Keech Dam Road)
§ Bring breakfast dish or brunch item.
§ RSVP 949-1727 or hopkinsgrn@verizon.net
V. NEW BUSINESS
Ø Nominations and Elections – Rico Colaluca
· Rico and Steve Hanley volunteered to serve on nominating committee for next year.
v A motioned was made and seconded to appoint Rico Colaluca and Steve Hanley to next years’ nominating committee. All present voted in favor of the motion.
v A motion was made that a single ballot be cast for the SDRA Board: Art Searle, Director (3 year appointment), Bob Bedard, Director (2 years remaining on 3 year appointment [replacement for Ernie LaFazia]), Dave Morin, Director (2 years remaining on 3 year appointment), Ray Theriault, President (1 year appointment), Judy Colaluca, Vice President (1 year appointment), Carolyn Fortuna, Treasurer (1 year appointment), Mary O’Keeffe, Secretary (1 year appointment). The motion was seconded and all present voted in favor of the motion
VI. MEETING ADJOURNED AT 9:05 PM
Sand Dam Reservoir Association 
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