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Article I - PURPOSE
The purpose of the Association is to preserve and protect Van Vliet Lake
and its surroundings, and to enhance the water quality, fishery, boating
safety, and aesthetic values of Van Vliet Lake as a public recreational
facility for today and for future generations.
Article II - STATUS AND LIMITATIONS
To carry out the program of the Association and to make effective
representations on behalf of its members, the Association shall be
organized as a non-profit, non-stock corporation under Chapter 181 of
the Wisconsin Statutes. No asset of the association shall benefit any
officer or member. The Association shall not participate in partisan
political activity. (Sections of the Statutes are cited throughout these
By-laws.)
Article III - MEMBERSHIP
Section 1 - ELIGIBILITY: Membership in the Association shall be open to
any individual, family, business, or organization, that (a) subscribes
to the purposes of the Association and (b) owns or leases property
within one mile of Van Vliet Lake and is resident within one mile of Van
Vliet Lake for at least one month of every year.
Section 2 - DUES: Dues shall be $15.00 per eligible individual paid on a
July 1 to June 30 year basis.
Section 3 – MEMBER CATEGORIES:
Active Member :Any eligible individual eligible under Article III who
has paid dues for the current fiscal year. Active Members may serve as
Directors or Officers of the Association, if they meet other
requirements of these Bylaws, and they may vote on Association matters.
Inactive Member: Any eligible individual eligible under Article III who
remains on the membership roll, but has not paid their dues for the
current fiscal year. Inactive Members may not vote on Association
matters, nor may they serve as Directors or Officers.
By action of the Board, the names of all past members of the Association
who have not paid their dues for the last two membership years will be
dropped from the membership roles. Members of the Association who are no
longer qualified for membership shall be dropped from the membership
roles at the end of their current paid membership year.
Article IV - VOTING
Section 1 - VOTING: Only Active Members may vote on matters of the
Association. Any individual member may cast only one vote on any
question called to a vote.
Section 2 - CASTING BALLOTS: A member must be present at the meeting at
the time the vote is called in order to vote, unless otherwise
authorized under the provisions of these Bylaws. All votes shall be
counted by a show of hands,paper ballots, or authorized electronic means
as designated by these bylaws or the president.
Section 3 – Absentee Ballots: Absentee Ballots, on forms provided by the
Association and in full accord with voting instructions and deadlines of
the Association, are authorized for voting for candidates for the
Directors and Officers of the Association, as well as for votes on the
Bylaws and other issues that may be approved by the Board. Where voting
is allowed by Absentee Ballot, the Association shall send out relevant
information to its members concerning the candidates for office,
proposed Bylaw changes and disclosure of relevant issues related to any
matters approved by the Board for allowance of Absentee Ballots. Such
information shall be sent out at least 30 days prior to the deadline for
such Absentee votes to be returned. Members who wish to vote by absentee
ballot must request such a ballot no later than 14 days in advance of
the official vote.
Section 4- REFERENDA/MAIL BALLOT: The Board may at any time solicit
reactions from members (Active or Inactive or both) through a mail
survey or a mail ballot. The Board resolution authorizing the
referendum/mail ballot shall indicate whether the results shall be
considered advisory or binding on the Board. The annual meeting may
initiate an advisory or a binding referendum/mail ballot and shall
specify the exact wording of the question and the required follow-up
action by the Board. The referenda/mail ballot question shall be mailed
to members, along with potential major positive and negative impacts
relating to the subject of the referenda/mail ballot. Members shall have
30 days to return response forms. Results of the referendum shall be
announced to the membership within 90 days of the response deadline.
Article V - MEMBERSHIP AND COMMITTEE MEETINGS
Section 1 - ANNUAL MEETING: The annual meeting of the Association shall
be held in the vicinity of Van Vliet Lake within 75 days of July 1st of
each year. The time and place shall be arranged by the Board unless
specified by the previous annual meeting. The agenda of the annual
meeting shall include elections, discussion of projects, adoption of a
budget, member concerns, an educational program or such other items as
determined by the Board or membership.
Section 2 - SPECIAL MEETINGS: A special meeting of, or mailing to, the
Association may be called at any time by the President, by majority vote
of the Board, or by written request of one-twentieth of the members or
six members, whichever is greater. The agenda of a special meeting may
include any items properly brought before an annual meeting, except that
votes on candidates for Officers and Directors may not be cast during
unexpired terms, unless there has been a resignation of a serving member
of such office, or the incumbent is no longer able to actively serve or
has been removed from office for just cause.
Section 3 - INFORMATIONAL MEETING OR SOCIAL EVENT: The Association may
sponsor a variety of meetings and events designed to provide
educational, recreational, or social opportunities for its members and
their guests. It may also sponsor fund-raising activities that will
provide direct benefit to the Association. If business is to be
conducted at such events, the notice requirement for special meetings
must be met.
Section 4 - NOTIFICATION: Every annual or special meeting must be
preceded by notice to Active Members and members from the preceding year
who have not yet renewed their membership. Notification may be by hand
delivery or by mail at least 30 days, but not more than 50, prior to
annual meetings and at least 15 days, but not more than 50, prior to
special meetings. The notice shall set forth, in writing, any proposed
changes in the By-laws, candidates to be voted on for Association
office(s) and their qualifications, specific questions to be voted upon,
and any specific proposals to dissolve the Association, and shall
include a detailed agenda, where such is practical.
Section 5 - QUORUM: No formal business may be conducted at membership
meetings unless at least 15 Active Members are present, except business
may be conducted on matters that have been properly announced for
balloting by absentee ballot, as stated in these Bylaws, and enough
complying absentee ballots have been received to meet the quorum
requirements of this section, when counted along with the Active Members
present.
Section 6- COMMITTEE MEETINGS- Committees appointed under the authority
and in accord with Article VIII of these Bylaws shall be announced by
the committee chair, directly or through Association means, to all
appointed members of such committees prior to such meetings.
Announcements of the scheduled meetings shall include an agenda of
matters to be discussed. Meetings may be held at a convenient site, by
teleconference, electronically, or any combination thereof. At least 50
percent of the members of the committee must participate to constitute a
quorum. Minutes shall be kept of each committee meeting, summarizing and
including all relevant important discussions and actions. Copies of such
minutes shall be forwarded to the President and to the Secretary of the
Association. Meetings shall be open to all Active Members of the
Association unless otherwise determined by the President, with
concurrence of the Board.
Section 7- PROCEDURE: Roberts Rules of Order, in the current revised
edition, shall be in force at the meetings of the Association, of the
Board, and of the Association committees unless required otherwise by
Wisconsin Statutes or these By-laws. Non-members of the Association may
be recognized to speak at Association functions to which they have been
invited, at the discretion of the presiding officer. The presiding
officer shall also serve as parliamentarian, unless he/she has appointed
another to act in such position.
Article VI - BOARD OF DIRECTORS (Referred to as”Board” in these
Bylaws)
Section 1 - AUTHORITY: Subject to directives of annual and special
meetings, authorized mail or absentee ballots and these By-laws, the
Board shall have authority over the activities and assets of the
Association.
Section 2 - COMPOSITION: The Board shall include the President,
Vice-President, Secretary, Treasurer, four at-large directors, and the
past President, if the Past President is still an active Member.
Section 3 – Qualifications of Board members: Only members who have been
Active Members of the Association for at least one year immediately
preceding their nomination may be nominated to serve as a Director or
Officer of the Association.
Section 4 - ELECTIONS: The Board shall nominate one or more members for
each vacant position on the Board. Additional nominations of candidates,
who will be present at the annual meeting and willing to serve, shall be
solicited by mail from all Active Members in a mailing at least 90 days
prior to the Annual Meeting date and any such nominations of Active
Members who are willing to serve and attend appropriate Association
meetings shall be sent to the Association Secretary at least 60 days
prior to the annual meeting to be included on the ballot.. All elections
for the Board shall be conducted by secret, written ballot. Ballots
shall be counted by three Active Members, not running for election, who
are appointed by the President or the Board, and shall certify, in
writing the results of the election. All ballots shall be kept for at
least 30 days following the meeting at which the election was held and
may than be destroyed unless a written challenge has been received by
the Association secretary from one or more Active Members. In such
instance, the Secretary shall retain the ballots until the Board
authorizes their destruction. Where more than two candidates are on the
ballot for one position, the two (or more if tied) top vote recipients
shall be voted on by Active Members present at the meeting, and, in
addition, the absentee votes that were cast for those two nominees shall
be counted as voting to determine the winner of the election.
Section 5- TERMS OF OFFICE: Board Members are elected for two-year
terms. Their terms shall expire after the annual meeting at which their
terms have been fulfilled, or upon the election of new Directors or
Officers, whichever occurs later. The terms of office of President,
Secretary, and two at-large directors expire in even-numbered years. The
terms of office of Vice President, Treasurer, and two at-large directors
expire in odd-numbered years. Active Members who have served as
Directors or Officers may be elected for successive new terms at the
will of the candidate and the membership.
Section 6- BOARD MEETINGS: The new Board shall meet within 60 days of
the annual meeting and at least one other time prior to the next annual
meeting. Regular meetings shall be held at places, dates, and times
established by the Board. Special meetings may be held on the call of
the President or any three Board members after at least 24 hours notice
by telephone, mail, or personal contact. Four Board members shall
constitute a quorum for the transaction of business. The meetings of the
Board shall be open to the Active Members and may be opened to others at
the discretion of the Board. Decisions shall be made by majority vote of
the Board members present, with a quorum of at least four Board members
participating, with the President voting only to break ties. Between
meetings, the President may solicit decisions from the Board through
written communications.
Section 7- VACANCIES: Any Board member who misses two consecutive
meetings without good cause as determined by the Board, is unable to
continue or is no longer qualified to serve, may, at the discretion of a
majority of the Board, be removed from office. Any Officer who is no
longer able to actively serve or is no longer qualified to serve the
remainder of their term may be removed from their office by a majority
vote of the remaining Board, who will than declare a vacancy in that
office. Any vacancy, except that of President, may be filled for the
remainder of the term by the affirmative vote of a majority of the
remaining Board then in office.The Active Members shall be notified
within 60 days of such action by the Board.
Section 8- COMPENSATION: The Board members shall not be compensated for
their time and effort. The Board may authorize officers, directors, and
committee members to be paid actual and necessary expenses incurred
while on Association business.
Article VII - OFFICERS
Section 1 - PRESIDENT: The President shall preside over all membership
meetings and Board meetings. The President shall be the chief executive
officer of the Association, responsible for day-to-day administration of
the affairs of the Association and supervision of any employees or
contractors. The President shall review large expenditures for approval,
before they are paid by the Treasurer and shall act as an alternate to
sign or receive checks when the Treasurer is not available or able to
sign or receive them. The President shall appoint committee members who
shall serve until the end of that President's term. The President is an
ex-officio member of all committees.
Section 2 - VICE-PRESIDENT: The Vice-President shall assume the duties
of the President should that office become vacant and shall preside at
meetings when the President is unable to attend. The Vice-President
shall arrange for the educational segment of the annual meeting and
carry out other assignments at the request of the President.
Section 3 - SECRETARY: The Secretary shall maintain the official records
of the Association as well as an archive. The Secretary shall record and
distribute the minutes of member meetings and Board meetings. The
Secretary shall maintain a current record of the names and addresses of
members entitled to vote (Active Members) as well as of Inactive Members
and shall send out , or cause to be sent out,notices of membership
meetings, agendas, absentee ballots with appropriate information and
instructions, and other appropriate notices and information, and shall
receive and tally and file communications, votes, and other information
called for in these Bylaws. The Secretary shall prepare, or cause to be
prepared, publicity for the Association and shall prepare the
Association newsletter unless an editor is appointed to do so. The
Secretary shall serve on the Membership Committee.
Section 4 - TREASURER: The Treasurer shall maintain the financial
records of the Association and shall sign and receive all checks. The
Treasurer shall seek the review and approval of the President for any
large or unusual expenditure, before issuing a check or commitment. The
President shall act as an alternate to the Treasurer if the Treasurer is
not available or is unable to sign or receive checks. The Treasurer
shall prepare an annual financial statement for the annual meeting and
shall be responsible for presentation of the proposed budget to the
annual meeting. The Treasurer shall serve on the Finance Committee.
Section 5 - MULTIPLE OFFICE HOLDING: The same person may hold the
offices of Vice-President and Treasurer or the offices of Secretary and
Treasurer.
Section 6 - OTHER OFFICERS: Other officers may be appointed by the
President, with concurrence of the Board. A legal counsel, an executive
secretary, newsletter editor, or such other assistant officers as are
deemed necessary need not be members of the Association.
Article VIII - COMMITTEES
Section 1 – Committees: The Board shall, from time to time, determine
the need for appointment of Committees to support the activities of the
Association. The President, with concurrence of the Board , shall
appoint the Chairs of all Committees. Those Committees may include,
without limitation, the following Committees.
Section 2 - WATER QUALITY COMMITTEE: The Water Quality Committee shall
represent the Association at Department of Natural Resources hearings
and at local meetings relating to in-lake water quality and water
levels. The Committee shall offer proposals to the Board regarding water
quality monitoring and management.
Section 3- FISHNG COMMITTEE: The Fishing Committee shall represent the
Association at Department of Natural Resources hearings and at local
meetings relating to fish and wildlife habitat. The Committee shall
offer proposals to the Board regarding ecological management of the
fishery.
Section 4 - AQUATIC PLANT AND ALGAE CONTROL COMMITTEE: The Aquatic Plant
and Algae Control Committee shall represent the Association at
Department of Natural Resources hearings and at local meetings relating
to the control of nuisance plants and to the protection of desirable
vegetation. The Committee shall offer proposals to the Board for a
vegetation management plan and may be delegated responsibility to
implement such a plan.
Section 5 - HISTORY COMMITTEE: The History Committee shall gather,
verify and record information on the history of Van Vliet Lake and the
surrounding area.
Article IX - MISCELLANEOUS PROVISIONS
Section 1 - INDEMNIFICATION OF OFFICERS AND DIRECTORS: As provided by
Wisconsin law, the Association shall indemnify any officer, director,
employee or agent who was, is, or may be involved in legal proceedings
by virtue of his or her good faith actions on behalf of the Association.
Section 2 - FISCAL YEAR: The records and accounts of the Association
shall be maintained on a calendar year basis.
Section 3 - ACCOUNTS AND INVESTMENTS: Funds of the Association shall be
promptly deposited at a financial institution designated by resolution
of the Board of Directors. Funds not needed for current operations shall
be deposited in investment accounts or certificates as authorized by the
Board.
Section 4 – RIGHT OF APPEAL:
1.Any Active Member(s) of the Association who feel that they are
adversely affected by these Bylaws or actions of the Association
thereunder may file a written appeal, which they shall state to be a
“Formal Appeal”, to the Board within 60 days of the action which they
feel has or will negatively affect them, which appeal shall contain the
detailed description of the action which they allege harms, or will harm
them and all specific reasons and negative affects they claim have or
will harm them as a result. The Board shall, within 45 days consider
such appeal and render a decision on the appeal. The Board shall notify
the appellant of their decision in writing within 90 days of receipt of
the appeal and specify in detail the reasons for their decision.
2.If the appellant is still not satisfied with the decision and any
action taken thereunder by the Board, they may so notify the Board, in
writing, within 30 days of receipt of the decision to have the decision
of the Board reviewed by the Active Members of the Association. Upon
receipt of such further appeal, the Board shall, within 30 days, send a
mail communication to all Active Members, sending all written
communications from the appellant and the Board concerning the matter
under appeal and requesting a mail ballot from the Active Members within
45 days of mailing of the communication as to the recommendation of the
Active Members concerning the matter of the appeal. The Secretary of the
Association shall receive and tally such ballots and notify the Board,
within 15 days of the end of the response period, of the results of the
response of the Active Members. The Board shall than review and discuss
the results of the Active Member response and shall take action, if any,
that results from such review and discussion and notify the appellant(s)
and the Active Members, within 45 days of receipt of the response from
the Secretary, of their final action in regard to the appeal. The Board
shall utilize the services of an attorney(s), if appropriate, in
considering and responding to appeals.
Article X - ADOPTION AND AMENDMENTS
These By-laws, and any amendments thereto, may be adopted at any annual
or special meeting of the Association by two-thirds vote of Active
Members of the Association who vote through an official Absentee Ballot
or are present at the annual or special meeting called for that purpose
and are entitled to vote. Proposed amendments to the By-laws must be
presented in writing and summarized, along with relevant information. in
the notice for the annual or special meeting at which the amendments are
to be voted on and for the purpose of the Absentee Voters.
Article XI - DISSOLUTION
The Board, by a two-thirds affirmative vote, may recommend that the
Association be dissolved and that the question of such dissolution be
submitted to a vote at a subsequent meeting of Active Members and
through absentee voting. Notice of the meeting shall highlight the
question of dissolution. A two-thirds affirmative vote of Active Members
entitled to vote, and who vote on the question, shall be required to
approve a resolution of dissolution. Such a resolution shall direct the
Board to prepare a dissolution plan for subsequent approval by the
Active Members as provided under Wisconsin law. Dissolution of the
Association shall not be final until the Active Members, by a two thirds
vote of those who vote, shall have approved the dissolution plan, either
at a meeting or by a binding mail referendum.
CERTIFICATION
These Amended By-laws were adopted by vote of 27 yes and 2 no of Active
Members voting through Absentee Ballot or at the Association meeting on
this third day of July , 2006 .
_________________________________________________
Secretary
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