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


                    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.

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 quorum shall consist of the presence, in person or by proxy, of a majority of the 
                  membership for the annual or special meetings. 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 Roberts Rules of Order. 


                   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 then 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 are 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 $20,000.00. 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 - Indemnifications 

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) be 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

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Amendment History

July 30, 2011

    1. At the end of Article III, Section 2 of  the BICA By-Laws add the following. "North of the Carry shall be deemed to be houses numbered 356 and higher, and houses numbered 2 thou 94."
    2. The first sentence of Article IV Section 3 shall be amended to read 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.

August 4, 2012

Article VI Duties and Powers of Office/Board of Directors 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.

August 3, 2013

    a. Increase limit on Treasury Balance from $7,000 to $20,000.

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 $20,000.00. 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.

b. Change Fiscal year from July 1 to June 30 to January 1 to December 31 to conform to calendar year.

 Article VII Dues and Assessments Section 4:

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

c. Add email as a method for absentee voting.

 Article IV Meetings Section 4:

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