Constitution and Bylaws of the Upper Dam Pond Conservation Association (Breezy Lake)
Constitution and Bylaws Upper Dam Pond Conservation Association (Breezy Lake)
Employer Identification Number: 85-2656560
Domestic Nonprofit Corporation Identification Number: 001711616
Adopted: August 8, 2020
Amended: January 7, 2021; July 24, 2022; June 25, 2024; December 28, 2024; December 18, 2025
Constitution
Article I – Name
The name of this organization shall be the Upper Dam Pond Conservation Association - Breezy Lake (UDPCA-BL), also known as UDPCA-BL, located at 27 Breezy Lake Drive, Coventry, RI 02816.
Article II – Mission Statement
The Upper Dam Pond Conservation Association protects and restores Breezy Lake by
removing pollutants, monitoring water quality, and restoring native habitats. We bring together neighbors, scientists, and local leaders to safeguard biodiversity, ensure safe recreation like boating, swimming, and fishing, and educate the community about long-term lake stewardship.
Article III – Vision
A thriving Breezy Lake that is clean, safe, and full of life. Serving as a cherished
community resource for recreation, education, and environmental stewardship for generations to come.
Article IV – Membership
1. Any person 18 years or older who subscribes to this Constitution and Bylaws and submits a written application approved by the Board shall be eligible for active membership.
2. Only members in good paid standing shall exercise full voting privileges. Members may be removed for nonpayment of dues or misconduct by a two-thirds (2/3) vote of the Board.
Article V – Government
1. The affairs, funds, and property of the Association shall be managed by up to 15 Officers and up to 5 Directors, collectively referred to as the Board.
2. Directors shall be elected by the membership at the Annual Meeting, with one director replaced every three years. Designated roles include Technology, Treasurer, and Secretary. The retiring President shall serve as a Director for two additional years.
3. Proxy, telephone, or email voting is not permitted. Virtual meetings are allowed, and votes may be cast using approved technology.
4. The Board shall establish standing committees, though committees may not act on behalf of the Board.
5. Board members must attend a majority of meetings to retain their positions. Removal requires a two-thirds (2/3) Board vote.
6. Association meetings shall be held yearly and may be in person or virtual.
Article VI – Revenue
Annual dues shall be proposed by the Board .
Article VII – Officers
1. The Officers shall be: President, Vice President, Director of Technology, Treasurer, and Secretary & Director of Marketing.
2. Directors shall serve three-year terms, with staggered elections to maintain balance.
Bylaws
Article I – The Board
The Board shall:
1. Act in the best interests of the Association consistent with its Constitution and Bylaws.
2. Fill vacancies on the Board, except for the Presidency.
Article II – Duties of Officers
● President (Director): Leads and supervises the Association, oversees meetings, appoints committees, and ensures adherence to bylaws.
● Vice President (Grants): Supports the President, assumes the Presidency if vacated, and oversees communications and subcommittees.
● Director of Technology: Maintains technology, website, social media, and electronic commerce.
● Treasurer: Manages finances, budgets, and compliance with regulations; bonded at Association expense.
● Secretary, Director of Marketing & Membership: Maintains records, meeting minutes, and member lists, and ensures legal compliance. Markets products and events for publication by the association.
Communication, Membership, and Marketing: Create committees, keep communication consistent within the association,
● Board Members: Uphold the duties of care, loyalty, and obedience.
Article III – Committees
1. Standing and Special Committees: May include Fundraising, Membership, and Grants Committees.
Article IV – Meetings
1. Monthly Meetings: Association meetings shall be held yearly at times set by the Officers with Board approval.
2. Special Meetings: May be called by the President, a majority of the Board, or by written request of 10 or more members.
3. Notification: Members must be notified of meetings 7 days in advance, with an agenda summary.
4. Board Meetings: The President and/or Secretary may call Board meetings at least quarterly.
Article V – Complaints
Members may submit written complaints to the Board. The Board shall review, act, and notify the member of its findings.
Article VI – Quorum
1. A majority of the Board constitutes a quorum.
2. One-tenth (1/10) of voting members constitutes a quorum at any Association meeting.
Article VII – Expenditures
Officers’ expenditures are limited to amounts approved by a two-thirds (2/3) vote of Directors present.
Article VIII – Dissolution
Upon dissolution, all remaining funds shall be distributed to local tax-exempt charities chosen by the Board.
Article IX – Indemnification
In accordance with Rhode Island law, the Association shall indemnify officers, directors, employees, or agents acting in good faith on behalf of the Association.
Article X – Fiscal Year
The fiscal year shall run from January 1 to December 31.
Articles of Organization
1. Name: Upper Dam Pond Conservation Association (Breezy Lake)
2. Location: 27 Breezy Lake Drive, Coventry, Kent County, Rhode Island 02816
3. Purpose: Organized exclusively for charitable, educational, and scientific purposes, including making distributions to organizations aligned with future federal tax codes.
4. Initial Trustees:
o Donald Antonelli, 27 Breezy Lake Drive, Coventry, RI 02816
o Thomas Pendergast, 6 White Rock Road, Coventry, RI 02816
o Jason Sweet, 37 Breezy Lake Drive, Coventry, RI 02816
o Lori-Jean Smith, 14 Pond View Drive, Coventry, RI 02816
o Sarah Kimberly Sweet, 37 Breezy Lake Drive, Coventry, RI 02816
o Joe Bettencourt, 3 Breezy Lake Drive, Coventry, RI 02816