Lake Association By Laws
1/21/15 By-Laws of Clearwater Lake Property Owners
The registration office of the corporation shall be in the City of Annandale, Wright County, Minnesota and the principle office of the corporation shall be in Annandale, said county and state.
ARTICLE I MEMBERSHIP
Section 1.1. Members. The Association shall have one category of membership. Members of the Association shall be natural persons, generally consisting of property owners on or adjacent to the Lake and other individuals interested in the wellbeing of the Lake and lake management and who pay annual dues in the amount determined by the Board of Directors (the “Board”) from time to time. Each membership shall be entitled to one vote. Two people with either person allowed to cast that vote may share a membership.
Section 1.2. Member Dues. The annual member dues shall be evaluated on an annual basis by the Board and be approved by a majority of the Board.
Section 1.3. Membership Year. The membership year of the Association shall be a 12- month period from Jan 1 to Dec 31.
ARTICLE II MEETINGS OF THE ASSOCIATION
Section 2.1. Annual Meeting. An annual meeting of the Association shall be held on the first Saturday of June at a time and place approved by the Board. At the annual meeting, members of the Board shall be elected as provided in these By-laws and Articles of Incorporation of the Association.
Section 2.2. Special Meetings. Special meetings of the Association shall be called by the President, three (3) or more directors or by twenty percent (20%) or more of the Association members. Association members holding the requisite percentage may demand a special meeting of the Association by written notice of demand given to the President and which states the purposes of the special meeting. Within thirty (30) days after receipt of demand for special meeting by the President, the Board shall cause a special meeting of the Association to be called and held on notice no later than sixty (60) days after receipt of the demand, at the expense of the Association. Special meetings of the Association shall be held on the date and at the time and place fixed by the Board, except a special meeting called by or at demand of the Association members shall be held in Wright County, Minnesota. The business transacted at a special meeting of the Association shall be limited to the purposes stated in the notice of meeting.
Section 2.3. Notice of Meetings. Written notice of the time and place of an annual or special meeting of the Association shall be sent to the addresses of the Association members as the same appear on the records of the Association at least fifteen (15) days prior to the meeting. Every notice of any special meeting of the Association called pursuant to Section 2.2 of these By-laws shall state the purpose or purposes for which the meeting has been called, and the business transacted at a special meeting of the Association shall be limited to the purposes stated in the notice.
Section 2.4. Waiver of Meeting Notice. An Association member may waive notice of any meeting in writing given either before or after the meeting. By attendance at and participation in any meeting of the Association, an Association member shall be deemed to have waived notice thereof, unless the Association member properly objects pursuant to Minnesota Statues §317A.435, Subdivision 3.
Section 2.5. Quorum. Ten percent (10%) of the Association 3 members present in person shall constitute a quorum at all meetings of the Association.
Section 2.6. Record Date. The Board may fix a time, not exceeding thirty (30) days preceding the date of any meeting, as a record date for determination of the Association members entitled to notice of and to vote at such meeting.
Section 2.7. Action by Written Ballot. An action that may be taken at a regular or special meeting of Association members may also be taken without meeting if the Association mails or delivers to every member entitled to vote on the matter a written ballot describing the proposed action and providing an opportunity to vote for or against each proposed action. Solicitations pursuant to this Section 2.7 shall indicate the number of responses necessary to meet quorum requirements, the percentage of approvals necessary to approve each action and the time by which the ballot must be received by the Association to be counted. Approval under this Section 2.7 is only valid if the number of ballots received equals or exceeds the quorum required to be present at a meeting authorizing the action and the number of approvals received equals or exceeds the number of votes that could be required to approve the action at a meeting of which the total number of votes cast was the same as the number of votes cast by ballot. Written ballots may be delivered personally, sent by facsimile communications, sent by electronic mail, posted on an electronic network with a separate notice to the member of the specific posting, or mailed postage prepaid.
ARTICLE III BOARD OF DIRECTORS
Section 3.1. Number. The number of directors shall be not less than five (5) nor more than fifteen (15). The exact number of directors shall be fixed from time to time exclusively by the Board 4 pursuant to a resolution adopted by a majority of directors then in office. All Association members are eligible for election to the Board.
Section 3.2. Nominations for Director. Volunteers and/or nominations for service as a director for the following year shall be received by the Nominating Committee at least 10 days before the annual meeting of the Association. Committee Chairs shall have the right of first refusal for nomination to serve as a director. In addition, the Nominating Committee may nominate one or more candidates for each director position. The Association members may also nominate director candidates from the floor at the annual meeting of the Association. All nominees for director must be members of the Association. The Nominating Committee shall submit to the Members its nominees for election as directors at the annual meeting of the Association.
Section 3.3. Voting. Association members may cast one vote for each director nominee. Voting may be by voice vote or ballot. If ballots are used, space will be provided for a write- in candidate for each available Board position. In the case of a tie vote, the outgoing Board will vote to determine who will fill the position.
Section 3.4. Vacancies. Any vacancies on the Board by reason of an increase in the number of directors, death, disability, resignation, removal, declaration of abandonment of director position, or otherwise, shall be filled solely by majority vote of the remaining directors then in office, though less than a quorum, and any such director so elected shall hold office until the expiration of the term of the director class into which such director is elected.
Section 3.5. Director Participation. Regular attendance by directors at regular meetings of the Board and the annual meeting of the Association is expected. In the event a director has unexcused absences at two or more consecutive Board meetings, the Board, in its discretion, may, upon an affirmative vote of two-thirds of the 5 directors declare the director’s seat abandoned by such director and consider the seat vacant. Prior to the Board taking final action to declare a director’s seat abandoned and vacant, the President or Secretary shall contact such director and such director shall be offered the opportunity to appear in person, have a representative appear in person, or submit documentation on his or her behalf at the meeting at which the Board will take final action to determine whether such director’s seat has been abandoned and to consider his or her seat vacant.
Section 3.6. Removal. Any director may be removed from office as a director with cause (a) by the affirmative vote of two-thirds of the Association members or (b) by a two-thirds vote of the directors then in office. “Cause” is defined as violation of Association policies and rules, conviction of a felony, or any other action reflecting adversely on the Association. Prior to the Association or Board taking final action to remove a director, the President or Secretary shall contact such director and such director shall be offered the opportunity to appear in person, have a representative appear in person, or submit documentation on his or her behalf at the meeting at which the Association members or Board will take a vote on the removal of such director.
Section 3.7. Place of Meetings. The Board may meet at such places in the State of Minnesota as the majority may from time to time determine.
Section 3.8. Number of Meetings. The Board shall conduct Board meetings as least four times per year. The President, a majority of the Executive Committee, by not less than twenty percent (20%) of the Board may call a meeting of the Board. If the meeting time of a regularly scheduled meeting is changed, the Secretary shall inform the directors at least five (5) days in advance.
Section 3.9. Special Meetings. Special meetings of the Board shall be called by the President, a majority of the Executive Committee 6 or by not less than twenty percent (20%) of the Board. No business may be transacted other than that stated in the call. The Secretary shall give the Board at least three (3) days’ notice.
Section 3.10. Waiver of Meeting Notice. Any director may in writing either before or after the meeting waive notice thereof. Without notice, any director by his or her attendance at any meeting of the Board shall be deemed to have waived notice thereof, except where the director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting.
Section 3.11. Board Action Without Meeting. Any action of the Board required or permitted to be taken at a Board meeting, other than an action requiring approval of the Association’s members, may be taken by written action signed, or consented to by authenticated electronic communication, by the number of directors that would be required to take the action at a meeting of the Board at which all directors were present. If any written action is taken by less than all of the directors entitled to vote, all directors entitled to vote shall be notified immediately of its text and effective date. Failure to provide such notice does not invalidate the written action.
Section 3.12. Conference Communications. Any or all directors may participate in any meeting of the Board by one or more means of remote communication (i.e. electronic communication, conference telephone, video conference, the Internet, Skype, or such other means by which persons not physically present in the same location may communicate with each other on a substantially simultaneous basis) through which all directors may participate in the meeting, if the same notice is given of the meeting as would be required for a meeting, and if the number of directors participating in the meeting is sufficient to constitute a quorum at a meeting. Participating in a meeting in this manner constitutes presence at a 7 meeting.
Section 3.13. Individual Participation in Meetings by Means of Remote Communication. A director may participate in a meeting of the Board by means of a conference telephone, or if authorized by the Board, by such other means of remote communication (i.e. electronic communication, video conference, the Internet, Skype, or such other means by which persons not physically present in the same location may communicate with each other on a substantially simultaneous basis) through which that director and other directors so participating and all directors physically present at the meeting may participate with each other during the meeting. Participation in a meeting in this manner constitutes presence at a meeting.
Section 3.14. Quorum. At all meetings of the Board, a quorum sufficient for the transaction of business shall consist of a majority of the directors.
Section 3.15. Duties. Each director is expected to strive to achieve the objectives of the Association and to act upon the business of the Association in a thoughtful and conscientious manner. Directors are expected to take an active role in the promotion and development of the Association.
ARTICLE IV OFFICERS
Section 4.1. Officer, Qualifications, Authority and Election. Officers shall be elected by the Board and shall consist of a President, Vice President, Secretary and Treasurer and such other officers as the Board may from time to time deem advisable. The Board may fix the powers and duties of any officers not specifically provided for herein. Officers shall hold their respective offices at the pleasure of the Board. Any officer may be removed at any time by the Board with or without cause.
Section 4.2. Terms. The terms of the President, Vice President, Secretary and Treasurer shall be for one year, beginning at the adjournment of the Annual Meeting of the Association and continuing until the adjournment of the following year’s Annual Meeting of the Association and until their successors are duly elected and qualified. Officers may succeed themselves in an office.
Section 4.3. President. The President shall have general supervision of the affairs of the Association. The President shall appoint the initial Chairs of all committees of the Association and may serve as an ex-officio member of all committees. The President is responsible for enforcement of all By-laws and any rules, regulations and policies as may be adopted by the Board. The President shall execute on behalf of the Association all contracts and other instruments which shall have been first approved by the Board. The President shall vote in the case of a tie vote by the Board. The President shall be bonded as required by the Board.
Section 4.4. Vice President. The Vice President shall assist the President and shall preside at meetings of the Association and the Board in absence of the President and may serve as the ex-officio member of all committees. The Vice President shall perform such other duties as may be assigned by the Board and/or the President. The Vice President shall be bonded as required by the Board.
Section 4.5. Treasurer. The Treasurer shall be responsible for the financial affairs of the Association. The Treasurer shall receive all funds paid to the Association and shall pay all bills incurred by the Association as authorized by the Board. The Treasurer shall make a report at the annual meeting of the Association on the financial affairs of the Association. The Treasurer shall perform such duties as assigned by the Board and/or the President. The Treasurer shall serve as Chair of the Finance Committee, if the Association has such a committee. The Treasurer shall sign all Association checks. 9 All checks payable to the Treasurer of the Association in his or her capacity as Treasurer must be co-signed by the President. The Treasurer shall cause all Association funds to be deposited in a financial institution approved by the Board. The Treasurer shall be bonded as required by the Board.
Section 4.6. Secretary. The Secretary shall prepare minutes of all meetings of the Association and the Board and cause timely notice of regular and special meetings of the Board and the Association to be provided to directors and members entitled to receive such notices. The Secretary shall maintain all permanent records of the Association including Articles of Incorporation, By-laws, minutes of meetings of the Association, of the Board committees, and an accurate list of members of the Association. The Secretary shall work closely with any person or committee maintaining the Association membership list. The Secretary shall perform such other duties as may be assigned by the Board and/or the President. The Secretary shall be bonded as required by the Board.
Section 4.7. Past President. The immediate Past President shall serve on the Board and the Executive Committee for one year following his or her term as President. In the event of the resignation of the immediate Past President, the Board may appoint the previous Past President to serve the remainder of the term.
ARTICLE V COMMITTEES
Section 5.1. Standing Committees. The Standing Committees of the Association shall be as follows: Executive Governance, Membership, Aquatic Invasive Species AIS / Water Quality and Clarity, Communications, Picnic, History, Fundraising, Nominating
Section 5.2. Executive Committee. The members of the Executive Committee shall be the President, Vice President, Secretary, Treasurer and immediate Past President. Between meetings of the Board, the property, business and affairs of the Association shall be managed by the Executive Committee. The President shall serve at the Chair of the Executive Committee.
Section 5.3. Committee Chairs. For each of the standing committees except the Executive Committee, the President shall appoint initially a Committee Chair who will serve until such time as the Committee chooses to elect its own Chair. Any Association Member, including a Director, may serve on any committee or be elected a Committee Chair. A Committee Chair may be removed as Chair for Cause by two-thirds vote of the members of the committee, or in the case of a committee of one, by two-thirds vote of the Board.
Section 5.4. Committee Expenditures. No committee may expend in excess of $100 in Association funds without prior authorization by the Board. Budgeted expenditures are considered Board authorized.
Section 5.5. Committee Membership. Committee membership is restricted to Association members; however, non-members may serve in an ex-officio, non-voting capacity.
ARTICLE VI COMPENSATION
The Board and any officers of the Association shall serve without pay, but may be reimbursed for actual expenses while conducting Association business, provided that such expenses are authorized by the Board and such expenses are supported by adequate documentation. Expenditures for bonding of the President, Vice President, Treasurer, Secretary or other officers of the Association, if required, shall be paid by the Association. Expense reimbursement for non-Board members shall be allowed only with prior approval of the Board. All requests for reimbursement of expenses shall be submitted to the Treasurer and must be supported by adequate documentation.
ARTICLE VII RULES OF ORDER
All meetings of the Association and Board shall be conducted in accordance with the latest edition of “Robert’s Rules of Order”, except where such rules conflict with these By-laws.
ARTICLE VIII FINANCIAL MATTERS
Section 8.1. Fiscal Year. The fiscal year of the Association shall begin on January 1and end on December 31.
Section 8.2. Financial Statements. The financial statements of the Association shall be reviewed annually by an independent public accounting firm.
ARTICLE IX LIABILITY
Section 9.1. Association Liability. It is implicitly understood that the Association assumes no responsibility or liability for the safety or wellbeing of any Association member or representative of an Association member attending, managing or participating in any meeting or any other function of the Association .
Section 9.2 Director or Officer Liability. No director or officer, 12 former director or officer, or any authorized agent of the Association shall be liable in any manner to the Association or any person or group for any loss or damage sustained as a result of action taken or omitted to be taken by said director or officer or agent in good faith if he or she exercised or used the same degree of care and skill as a prudent person would have exercised or used under the circumstances in the conduct of his or her own affairs.
ARTICLE X AMENDMENT
Section 10.1. Amendment Proposals. Amendments to these Bylaws may be initiated by written petition of at least 20% of the members of the Board. Proposed amendments should be considered by the Governance Committee, which may make a report and recommendation to the Board.
Section 10.2. Approval. These By-laws, after 30 days’ notice, may be amended by two- thirds of the members of the Board of the Association.
ARTICLE XI INDEMNIFICATION
Section 11.1. Indemnification. The Association shall indemnify such persons, for such expenses and liabilities, in such manner, under such circumstances, and to such extent as required by Section 317A.521 of Minnesota statutes, as now enacted or hereafter amended.
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