Charter

RESTATED CHARTER OF THE SILVER LAKE INSTITUTE
Under Section 804 of the Not-for-Profit Corporation Law

The undersigned, President of the Board and Secretary of the Silver Lake Institute, pursuant to the Order of the Hon. Michael Mohun, dated February 2, 2016, hereby certify as follows:
  • Name. The name of the corporation is the Silver Lake Institute. The name under which the corporation was formed by Chapter 252 of the Laws of 1857 is the Genesee Camp Ground Associated. The name was changed to the Silver Lake Assembly by Chapter 684 of the Laws of 1984. The historical changes of name do not affect the title to any property owned or possessed by the corporation.
  • Location. The corporation shall be located along Silver Lake in the Town of Castile, Wyoming County, New York.
  • Trustees. The corporation shall have no less than three and no more than nine Trustees, with staggered terms of one to three years as determined by the corporation. The following initial Trustees were elected to hold office for the indicated terms:
Robert Cook, for a term ending at the first annual election;
Roger Covell, for a term ending at the first annual election;
Michael Turner, for a term ending at the first annual election;
Craig Bateman, for a term ending at the second annual election;
Julie Hoffner, for a term ending at the second annual election;
____________, for a term ending at the second annual election;
Walter P. Mairs, for a term ending at the third annual election;
Lance Seeber, for a term ending at the third annual election; and
William P. Schaefer, for a term ending at the third annual election.
All Trustees shall continue to hold their offices until their successors are elected. Elections shall be held at every annual meeting for the Trustees whose terms of office expire at that time, and also to fill any vacancies that have occurred during the proceeding year. Trustees elected to fill vacancies shall only only hold office for the remainder of the term in which the vacancy occurred; other Trustees elected under this provision shall hold office for the term of three years, and until their respective successors have been elected.
  • Members and Annual Meeting. The corporation will have members. Every person 18 years of age or older owning real property upon the grounds of the corporation shall be a member. An election to supply any vacancy or vacancies that may occur in the Board of Trustees shall be held during the annual summer meeting in July, at a time and in a place on the grounds as designated by the Trustees. Notice of the meeting shall be given to the voters at least 10 days in advance. The election shall be by ballot, and every person of age owning any real estate upon the grounds of the corporation shall be a voter. Only a person owning real estate upon the grounds of the corporation is eligible to be elected a Trustee. The Trustees have the power to appoint a president and secretary, who shall, if present, preside at the election. The Trustees present at an election shall also appoint three competent persons to be judges of the qualifications of voters, and to preside at an election in the absence of the president and secretary.

  • Purpose and Powers. The corporation is a charitable organization within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 that may acquire, take and hold real and personal property, which shall be used to promote the religious, educational, intellectual, moral and physical welfare of the people. To this end, the corporation may hold meetings and provide for instruction, recreation, health and quiet enjoyment on its grounds at Silver Lake, New York, located in the Town of Castile in the County of Wyoming; conduct worship, schools and classes; maintain buildings, parks, private roads and parking areas, and waterfront facilities; and do such other things as are needful or proper to further its general purposes.
  • The Trustees of the Silver Lake Institute shall have the power to make any necessary rules and regulations for the government of the Silver Lake Institute, and the preservation of peace and good order; and may appoint special police and such other officers as they shall deem necessary, and fix their compensation, which shall be paid by the corporation, who shall have the same power and authority on the grounds of the Silver Lake Institute, as other peace officers. Such officers may be removed and vacancies filled at any meeting of the board of Trustees.
  • The corporation is to be operated exclusively for charitable, religious and educational purposes, including the making of distributions to organization that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code. No part of the net earnings of the Institute shall inure to the benefit of, or be distributable to, its members, directors, trustees, officers or other private persons, except that the Institute is authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth above.
  • The corporation has all powers enumerated in Section 202 of the Not-for-Profit Corporations Law, and may take all actions necessary or incident to the accomplishment of its purposes, including receiving, holding and disbursing gifts, bequests and funds arising from all sources and acquiring, owning and maintaining real and personal property.
  • No substantial part of the activities of the corporation may be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation may not participate in, or intervene in (including the pushing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of its Certificate of Incorporation, the corporation may not carry on any other activity not permitted to be carried on by: (a) a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code; or (b) a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code. 
  • Bylaws. The Trustees may by vote of one-half of their entire number enact, amend or repeal bylaws, provided notice of such proposed actions be sent to every trustee by mail at least 30 days prior to such action. In acting on bylaws, written votes of trustees not present at the meeting shall be counted if filed with the secretary before the vote is announced. The sole power to enact, amend or repeal bylaws shall be in the trustees.
  • Term. The corporation shall exist in perpetuity. If for any reason the corporation is abandoned, discontinued or ceases to exist as a legal entity, the title to all its property both real and personal shall be vested in an organization then qualified under Section 501(c)(3) of the Internal Revenue Code of the United States.
  • Liability. Trustees, directors or officers of the corporation shall not be personally liable to the corporation for monetary damages because of their breach of duty as directors or officers unless such liability is based upon a judgment or other final adjudication adverse to the trustee, director or officer that establishes: (a) that the acts or omissions of the trustee, director or officer personally gained in fact a financial profit or other advantage to which the director or officer was not legally entitled; or (c) that the acts of the trustee, director or officer violated Section 719 of the New York Not-for-Profit Corporation Law. If the New York Not-for-Profit Corporation Law is amended to authorize the further elimination or limitation of the liability of trustees, directors or officers, the limitation on personal liability established this Certificate of Incorporation shall be further expanded to the fullest extent permitted by the amended New York Not-for-Profit Corporation Law.
/s/ (signed by)
WILLIAM SCHAEFER--President of Silver Lake Institute

On the 11th day of February in the year 2016 before me, the undersigned, a notary public in and for the State of New York, personally appeared William Schaefer, President of the Silver Lake Institute, personally known to me or proved to me on the basis of satisfactory evidence to be the individuals whose names are subscribed to the within instrument, and acknowledged to me that they executed the same in their capacity, and that by their signatures on this instrument, the individual or the entity upon behalf of which the individual acted, executed this instrument.

/s/ (signed by)
MICHAEL J. KELLY
Notary Public, State of New York
Qualified in Wyoming County
My Commission Expires December 30, 2017


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