BY LAWS YAHARA LAKES ASSOCIATION, LTD.
Dane County, Wisconsin
ARTICLE I: DECLARATION
SECTION 1. PURPOSE This Association is organized for the purpose of improving and preserving the lakes and rivers in the Yahara chain of lakes in south central Wisconsin, representing the interests of shoreline property owners and advocating for the vitality of the Yahara chain of lakes so that all citizens may enjoy them; and to this end to engage in any lawful business or purpose for which non-stock corporations may be organized under Chapter 181 of the Wisconsin statutes.
SECTION 2. NAME This organization is incorporated under the laws of the State of Wisconsin and is named the Yahara Lakes Association, Ltd.
SECTION 3. LOCATION This Association's principal office shall be in the County of Dane, State of Wisconsin.
SECTION 4. LIMITATION OF METHODS This Association shall be non-profit, non-partisan and non-sectarian.
SECTION 5. NO CAPITAL STOCK This Association shall be without capital stock and no dividends or pecuniary profits shall accrue to the members.
ARTICLE II: MEMBERSHIP
SECTION 1. ELIGIBILITY All persons, corporations, partnerships, or associations with private riparian (see Webster's) rights on the various lakes and rivers of the Yahara Watershed within Dane County shall be eligible to apply for membership. Corporate memberships need not meet riparian rights requirement.
SECTION 2. DURATION Membership shall be on a calendar year basis. Any member may resign by giving notice to the Secretary or administrative staff via mail or by generally accepted electronic means. The amount of dues required by members may be determined from time to time by the Board of Directors. Each membership shall have one vote.
ARTICLE III: MEETINGS
SECTION 1. ANNUAL MEETING An annual meeting of the membership shall be held at a time and place determined by the Board of Directors.
SECTION 2. SPECIAL MEETINGS Special meetings of the membership may be called at any time by the President, a majority of the Board of Directors or upon the written applications of ten (10) or more members in good standing. Applications for such meetings are to be sent to the President.
SECTION 3. QUORUM Five percent (5%) of the voting membership in person or represented by proxy shall constitute a quorum at the annual meeting.
SECTION 4. PROXY A member in good standing may vote by proxy at any meeting. Proxies must be filed with the Secretary of the Association before they may be voted.
SECTION 5. NOTICE Notice of the annual meeting shall be given by regular mail or by generally acceptable electronic means and said notice shall be sent at least ten (10) days prior to such meeting to each member. Notice of any special meetings shall be given in the same manner. The notice of each meeting shall also include the purpose of the meeting.
ARTICLE IV: BOARD OF DIRECTORS
SECTION 1. NUMBER The government of this Association, the direction of its work and control of its assets shall be vested in a Board of Directors, the number and length of term, generally and individually, determined by the Board and reviewed from time to time, consisting of members drawn so far as possible from geographical and political areas to assure that the various lake and river areas in the Yahara Watershed in Dane County will be fairly represented and so that a broad range of interest is represented by the Board. All Directors shall be regular riparian members of the Association, in good standing. In addition, the President shall, at the expiration of their term of office, continue as an ex-officio member of the Board of Directors for a period of one (1) year.
SECTION 2. MEETINGS The Board shall hold meetings at such times as the Board may determine; or as may be called by the President, or if unavailable the Vice President, or upon the request of five (5) members of the Board of Directors.
SECTION 4. VACANCIES In the event of a resignation, death or removal for any cause of any elected Officer or Director of the Association, the President, with confirmation of the Board of Directors, shall appoint a successor to serve the unexpired term.
SECTION 5. QUORUM Six (6) members of the Board of Directors shall constitute a quorum of the Board at any regular meeting.
SECTION 6. NOTICE OF MEETINGS The President or administrative staff shall send a notice at least five (5) days in advance to each member of the Board of Directors before all regular meetings and special meetings.
SECTION 7. REMOVAL Any Director or Officer may be removed at any time at a special meeting of the board of directors of the corporation, called for such purpose, with a quorum present, by the affirmative vote of the majority of those present.
SECTION 8. SELECTION OF DIRECTORS Prior to September 1, each year, the President shall designate three (3) individuals from the board of directors to serve as the Nominating Committee.
Prior to October 1, each year, the Nominating Committee shall present to the President a slate of six (6) candidates to replace the directors whose three-year terms are expiring. The Committee shall have confirmed the fact by personal contact that the candidates are willing to accept directorship responsibility.
Prior to November 1, each year, the President, with the assistance of the Board of Directors, shall have reviewed the report of the Nominating Committee and have notified the membership by regular mail or by generally acceptable electronic means of the name and address of those individuals nominated for director. Included in the notification shall be a ballot listing the nominees and providing space for four (4) write-in candidates. Included also shall be notification that ballots shall be returned to the official mailing address of the Association or recorded by generally accepted electronic means no later than December 1 at which time ballots will be counted by the nominating committee or administrative staff.
Upon completion of the counting, the nominating committee or administrative staff shall report to the Board via generally accepted electronic method. At the first scheduled meeting of the year, the new Directors shall be declared elected by the Board of Directors.
ARTICLE V: OFFICERS
The Board of Directors shall, at the first scheduled meeting of the year , elect from the ranks of the Board the following general officers who shall serve for a one-year (1) term commencing January 1: President, Vice President, Secretary, and Treasurer. Selection may be handled either in an open meeting of the Board or following the report of the nominating committee. Duly elected directors shall be qualified to be elected to office.
ARTICLE VI: DUTIES OF OFFICERS
SECTION 1. PRESIDENT The President is the chief officer of the Association and shall make certain that policies and programs established by the Board are put into action and carried out in an effective manner and shall preside at all general membership meetings of the Association and Board of Directors meetings. The President shall recommend to the Board such policies and procedures as he or she may deem appropriate. The President shall with the Secretary sign all official documents.
SECTION 2. VICE PRESIDENT The Vice President shall perform the duties of the President in the event of absence and perform such other duties as may be delegated by the President or the Board of Directors. The Vice President shall also serve as President-Elect and shall serve as President of the corporation the succeeding year.
SECTION 3. SECRETARY The Secretary, with the President, shall sign all official documents of the Association except as provided in Article VIII, Section 2. They, in conjunction with administrative staff, shall see that minutes and other important records and documents of the Association are kept in good order and so shall perform such other duties as may be delegated by the President or the Board of Directors.
SECTION 4. TREASURER The Treasurer shall supervise the books of the Association, make reports to the Board of Directors at frequent intervals and perform such other duties as may be delegated by the President or the Board of Directors.
ARTICLE VII: COMMITTEES
SECTION 1. APPOINTMENT The President shall appoint all committees of the Association after consultation with the Board of Directors.
SECTION 2. AUTHORITY OF COMMITTEES No standing or special committee of the Association shall represent the Association in an advocacy of or opposition to any project without the specific authorization of the Board of Directors or such authorization as may be clearly granted under general powers delegated by the Board of Directors to that committee.
SECTION 3. COMMITTEE MEETINGS Meetings of the committees may be called at any time by the Chair of such committees or by the President of the Association.
SECTION 4. VACANCIES The President shall appoint replacements for vacancies on any committee.
SECTION 5. SERVICE All members of committees, unless removed for cause by the President or the Board of Directors, shall serve for one (1) year or until the purpose for which appointments were made has been accomplished.
SECTION 6. DISCHARGE OF COMMITTEES The President or Board of Directors may at any time discharge any committee, standing or special, from further consideration of any matter previously submitted to it.
SECTION 7. MEMBERSHIP Members of committees appointed by the President of the Board of Directors do not necessarily have to be members of the Association; however, the Chairs of all committees shall be members in good standing.
ARTICLE VIII: FINANCE
SECTION 1. DUES Dues shall be set by the Board of Directors.
SECTION 2. DISBURSEMENTS No obligation or expenses shall be incurred and no monies shall be appropriated without prior approval of the Board of Directors. All disbursements shall be made by check or electronic transfer. Disbursements specifically identified in an approved and current budget may be executed by any one (1) officer of the Association or a specially designated administrative staff. All other disbursements shall require approval of two officers. Bank and Financial Statements shall be reviewed periodically, at least quarterly, by the Treasurer.
SECTION 3. CONTRACTS No contracts shall be made except upon the authority of the Board of Directors.
SECTION 4. FISCAL YEAR The fiscal year of the Association shall be from January 1 through December 31.
ARTICLE IX: PARLIAMENTARY RULES
The proceedings of the Association shall be governed by and conducted according to Robert's Rules of Order as revised, except as it may be in conflict with these articles.
ARTICLE X: AMENDMENTS
These Bylaws may be amended as provided by Ch. 181 of the Wisconsin statutes. Bylaws may be amended by a 2/3 majority of the Board of Directors via electronic vote or vote at a Board of Directors Meeting.
ARTICLE XI: DISSOLUTION
The Yahara Lakes Association, Ltd., shall use its funds only to accomplish the object and purpose specified in these Bylaws and no part of said funds shall incur or be distributed to the members of the Association unless to repay funds authorized and advanced on behalf of the organization. Upon dissolution of the Association, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific or philanthropic organization to be selected by the Board of Directors.