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
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
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
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
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 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
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
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:
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
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
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
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
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
End of By-Laws
July 30, 2011At 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".