The Constitution and Bylaws
Laurel Park Improvement Association, Inc.
Warren, Rhode Island
The Constitution and Bylaws of the Laurel Park Improvement Association, Inc. as revised and approved by the Executive Committee shall be adopted, and shall be the Constitution and Laws under which this association shall be governed, and shall take effect on April 16, 2025.
Order of Business
1. Roll call of Officers
2. Review of Previous Meeting Minutes
3. Treasurer's Report
4. President’s Report
5. Committee Reports
6. Old Business
7. New Business
8. Adjournment
The Executive Committee determines the order of business. The President may suspend the order of business at any meeting, with or without advance notice, if in the president’s opinion, an overarching, worthwhile, purpose is served that benefits the Association.
Article I - OBJECT
Section 1
The Laurel Park Improvement Association (LPIA) was incorporated on June 8, 1925. Its purpose is to steward the land, preserve and further develop the assets, and promote the welfare of its members by offering programs and social events that engage the community. LPIA is a mutual organization with each full member in good standing holding an equal equity in the assets of the Association. The LPIA does not discriminate against any person(s) based on race, national origin, color, gender, religion, and disability.
Section 2 - Non-Profit Status
The Association is not organized for profit and no part of the net earnings of the Association shall inure to the benefit of, or be distributed to, any member.
Article II - MEMBERSHIP
Section 1-A
All Real Estate property owners within the Laurel Park Plats, bounded by the Kickemuit River on the East, the East side of Metacom Avenue on the West, Clark Road and Overhill Road on the south, Lincoln Avenue and Homestead Avenue (including side streets off Homestead Avenue) together with members of their household are eligible for membership upon payment of dues.
Section 1-B
All members in good standing who were regular members of this Association under the boundaries governing regular membership and who now find themselves outside the membership area, may continue to hold their membership as associate members as long as their dues are not more than one year in arrears. Delinquent members at the Annual Meeting will be dropped from the rolls and will not be reinstated.
Section 2-A
Associate membership in the Association will be available to those residing, but not owning real estate property in the area covered by Section 1-A. All new applicants for Associate Membership shall be approved upon payment of dues.
Section 2-B
All members shall be given access to one copy of the Bylaws and Beach Rules.
Section 3
Honorary Membership may be given to a qualified widow or widower of one who has worked long and unselfishly for the betterment of the Association and has received favorable ballot of the majority of members present at a regular meeting. Honorary Members owning real estate as in Section 1-A, Article II, have full voice and voting privileges at all meetings.
Section 4
There shall be but one (1) membership amount. i.e., dues, paid by each household; payment of dues entitles each household to one year’s membership. New members, including new Associate Members who sign up between October 1 and April 1 (of the following year), will not receive membership privileges until April 1, unless they opt to pay a pro-rated amount of dues based on the number of months they wish to enjoy full member benefits in the preceding season between October 1 and April 1.
Section 5
Household shall be construed as meaning: all members residing together in one common residence. One voting privilege shall be allowed per household.
Section 6
Associate members cannot hold office in the Association but are eligible to serve as members of committees by appointment of the Chairman. They shall be allowed voice but no vote at any meeting.
Section 7
Any adult person or persons residing in the limits of Section 1, Article II, cannot be a guest of another member except during events that are advertised for anyone.
Section 8
Any member whose conduct is determined by the membership to be substantially injurious to the welfare, interest, or character of the Association or its members, will be held accountable. The Executive Committee will recommend measured responses, such as a verbal or written warning, suspension from meetings, revocation of membership, or other appropriate measure. In the instance when a member is asked to resign or be expelled from the membership, a vote of at least two-thirds of the members in attendance at a community meeting is required, as is a quorum. A member who is expelled as such, may not reapply until the following year, upon a vote of at least two-thirds of the members in attendance at a community meeting. Reference Article V, Duties of Officers,
Article III
DUES & FEES
Section 1
The dues of the members shall be determined by the vote of the membership at the Annual September meeting and shall be due and payable on or before April l of the ensuing year.
Section 2
Members in arrears for non-payment of dues at the September meeting shall be declared lapsed and shall be denied voice and vote and be dropped from the rolls of the Association.
Section 3
Members so dropped may apply for reinstatement by paying the current dues.
Article IV
OFFICERS
Section 1-A
The officers of the Association shall consist of five members in good standing and shall be called the Executive Committee. There shall be a President, Vice President, Treasurer and Secretary. The fifth officer’s designation is open and shall be responsive to the needs of the Association.
Section 1-B
Preference in the selection of candidates for the Executive Committee shall be given to members who have not previously served on the Executive Committee. Individuals from the same membership address may not serve on the Executive Committee simultaneously.
Section 1-C
Each officer may be nominated for more than one office; candidate slates are permitted.
Section 1-D
At the Annual Meeting, five (5) members may each be elected to a single office upon a simple majority vote of the membership in attendance. No person shall hold more than one office concurrently. In the event that not all offices are filled, new nominations will be sought and a second election held at a Special Meeting of the membership until an odd number of officers are elected.
Section 1-E
At all meetings of the Executive Committee, a majority of the officers shall constitute a quorum for all purposes. All voting matters shall require the vote of a majority of officers in attendance at such meetings.
Section 1-F
Any officer with a conflict of interest regarding any matter brought before the Executive Committee shall declare their interest and abstain from voting on such matter.
Section 2
Members so elected may serve as many as five (5) consecutive, one-year terms, regardless of whether the office a member is elected to changes within this period. Officers serving five consecutive terms must remain off the Executive Committee for at least one year before they may be considered again.
Section 3
In cases of emergency, or any significant, unforeseen circumstance or lack of a quorum, at any community or special meeting, with at least five (5) days’ notice, they shall be empowered to conduct the business at hand by a majority vote of those in attendance.
Section 4
The Executive Committee may authorize necessary expenditures up to the amount of $400 for the purchase of a single item/service, or group of parts composing a single item/service, in the conduct of Association business. Additionally, the Executive Committee may provide a budget(s) to the membership for approval, that may contain multiple, anticipated expenses related to programs planned for, and approved by, the Association.
Section 5
In the event that an officer is unable to serve for any reason, the Executive Committee will select and present a member in good standing at a special meeting of the Executive Committee. Upon a majority vote, the proposed officer’s name and role shall be presented to the membership, either at the next community meeting following the action, or at a special meeting in order to vote on the candidate to serve out the remainder of the term.
Section 6
The Association shall indemnify Executive Committee members against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement arising from a threatened, pending or complete action, suit or proceeding for any good faith, lawful action Executive Committee members perform or fail to perform on behalf of the Association and its members. Furthermore, the Association shall maintain adequate insurance coverage which shall afford minimum limits of not less than one million dollars ($1,000,000) for each loss.
Article V
DUTIES OF OFFICERS
Section 1
The duties of the officers shall be designated as described in the current version of Robert’s Rules of Order. The Executive Committee shall have access to its rules and bylaws at every meeting.
Section 2-A
The Executive Committee shall serve as a Grievance Committee.
Section 2-B
The Executive Committee may meet with all parties concerned in the grievance and is authorized to issue a measured response, such as a verbal or written warning, suspension from meetings or other measure. In the instance that the recommendation is to revoke membership, the recommendation shall be presented to the membership for action in accordance with Article II, Membership, Section 8, Injurious Conduct as well as Robert’s Rules of Order.
Article VI
COMMITTEES
Section 1
The Executive Committee shall appoint all Committees.
Section 2
The Nominating Committee will consist of at least three (3) members, one of whom shall be the President or Vice President. The Nominating Committee will present a list of nominees or slate of candidates to the Executive Committee within ten (10) days of the Annual Meeting.
Section 3
Nominations for election of officers can begin as early as thirty (30) days before the Annual Meeting and close no later than seven (7) days before the Annual Meeting to give the membership ample time to review the candidates.
Article VII
MEETINGS
Section 1
Meetings of the Association shall be held at intervals by direction of the Executive Committee and members shall be notified at least five (5) days in advance of such meetings.
Section 2-A
Community meetings may be conducted in-person or virtually. In virtual meetings when some members participate remotely by means of electronic communications, participation by such means shall constitute attendance. No in-person, annual meeting shall begin after 5:00 PM; virtual meetings shall begin no later than 7PM.
Section 2-B
The first community meeting of the year may be held anytime in the first quarter of the calendar year, but no later than mid-May. The Annual Meeting shall be held mid-September on a day and time, as per the discretion of the Executive Committee.
Section 3
The Executive Committee shall meet at such times as a majority of the officers agree. All Executive Committee members shall be notified of executive meetings by the President or other designated officer.
Section 4
The Executive Committee shall keep records of all community meeting proceedings and provide timely reports of decisions taken at community meetings.
Section 5
The Executive Committee shall keep correct and complete books and records of financial transactions, contracts and accounts which shall be available to the membership.
Section 6
The Secretary shall transfer meeting minutes and all historical records in their custody to the new Secretary upon transition. Members should have access, by request to the Secretary, to all such records.
Article VIII
BEACH, PARKING LOT, AND PLAYGROUND RULES & REGULATIONS
Section 1-A
It shall be the duty of the Executive Committee to review the rules for the beach, parking lot and playground annually, in the first quarter of the calendar year, or as needed, to determine if reasonable cause exists to amend them.
Section 1-B
Rules may be amended by a two-thirds vote of the members in attendance at a community meeting, provided that notice to amend is given to the membership at least thirty (30) days in advance of when action will be taken on an amendment. Notice of the actual language of the proposed amendments will be provided to members not less than ten (10) days in advance of when action will be taken on an amendment. Notice can be by electronic or other means.
Section 2
These rules and regulations are binding on all members and their guests.
Section 3
It shall be the responsibility of the Executive Committee to review complaints and enforce the rules in a reasonable and expeditious manner.
Section 4
Persistent and flagrant violations by members of these rules can result in loss of membership.
Section 5
Proposed rules, once approved by the membership, shall be considered part of the bylaws.
Section 6
In response to an urgent situation that impacts the well-being of its members or the property owned by LPIA, a temporary rule may be instated by the Executive Committee until the next community meeting where it can be voted on by the membership in attendance to uphold or overturn.
Article IX
AMENDMENTS
Section 1
These bylaws may be amended at any time, but not less than every five years, and are to be reviewed in the first quarter of the calendar year. These bylaws may be amended by a two-thirds vote of the members in attendance at a community meeting, provided that notice to amend is given to the membership at least thirty (30) days in advance of when action will be taken on an amendment. Notice of the actual language of the proposed amendments will be provided to members not less than ten (10) days in advance of when action will be taken on an amendment. Notice can be by electronic or other means.
Section 1-A
These bylaws may be amended at any time, but not less than every five (5) years, and are to be reviewed in the first quarter of the calendar year.”
Section 1-B
These bylaws may be amended by a two-thirds vote of the members in attendance at a community meeting, provided that notice to amend is given to the membership at least thirty (30) days in advance of when action will be taken on an amendment. Notice of the actual language of the proposed amendments will be provided to members not less than ten (10) days in advance of when action will be taken on an amendment. Notice can be by electronic or other means.
Section 2
No fewer than twenty (20) members, i.e., households, must be in attendance at any meeting during which action would be taken to amend bylaws. When at least twenty (20) members, i.e., households, are in attendance, thereby constituting a quorum, business can be transacted, and not simply reported.
Section 3
When changes are not substantive in nature, i.e., administrative, formatting, or for consistency purposes, the 30-day notice period (for bylaws changes) is waived. Members will be given notice of the actual language of proposed amendments no less than ten days in advance of when action will be taken.
Article X
ASSETS
Section 1
In the event of a dissolution only, or sale of Association property, whether by voluntary action of members assembled in meeting, or for any other reason, the following procedure shall govern this action:
A. The plan must be submitted to the regular members by mail.
B. Final action can only be taken by vote at a meeting following that on which the plan was submitted to the Association and all members must be notified by written notice at least ten (10) days before the time the meeting is called stating that action will be taken.
C. In the event of the sale of a portion of the assets, monies derived will be returned to the coffers.
Section 2
In the event of complete dissolution of all the assets, the assets will then be divided on the basis of one (1) equal share for each paid regular membership. Only members in good standing at time of liquidation shall participate in division of such assets. Notification of liquidation shall be given by mail and voting shall by done by ballots (2 votes per household). These ballots must be received by mail or in person by the next scheduled meeting. The issue will be decided on by a two-thirds vote of the ballots received.
Article XI
RESIGNATIONS
Section 1
Any member in good financial standing may terminate their membership in the Association by written request, or verbally in open meetings. Such action however, does not entitle the member to share of the assets of this Association as per Article X, Section 2, hereof. This article specifically states that such a division shall only take place in the event of a liquidation of the Association.
The Laurel Park Improvement Association, at a community meeting held on April 16, 2025 RESOLVED: That the foregoing Code of Bylaws and Regulations, as revised and approved, shall be adopted and become the Constitution and Laws under which this Association shall be governed and shall take effect from this date April 16, 2025.