Waupaca Chain O'Lakes Association

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BY-LAWS

WAUPACA CHAIN 0’LAKES ASSOCIATION, INC.

P. O. Box 169, King WI 54946

 

 

Article I - PURPOSE

The purpose of the Waupaca Chain O’ Lakes Association, Inc. (“Association”) is to preserve and to protect the Chain O’Lakes which are adjacent to Waupaca, Wisconsin, (“Chain”) and the area surrounding the lakes. The purpose is also to enhance the water quality, fishery, boating safety and aesthetic values of the Chain as a continuing recreational resource.  As may be so determined by the Board of Directors from time to time, the purpose of the Association shall also include any other purposes authorized under the Wisconsin Not For Profit Corporation Act.

 

Article II - STATUS AND LIMITATIONS

The Association is organized as a Wisconsin Not For Profit Corporation, under the alternative requiring no stock certificates, under Chapter 181.32 of the Wisconsin Statutes. The Association shall carry out the purposes in Article I, and shall effectively represent its members. No asset of the Association shall benefit any officer, director, or Member, except as may be provided by law under Article VI, Section 6.  The Association shall not participate in partisan political activity.

 

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, (b) owns or leases property in the vicinity of the Chain, and (c) pays the annual dues.

Section 2 - DUES: Dues shall be set by the Board of Directors (“Board”), and shall be paid by the Members as directed by the Board prior to each annual meeting.

 

Article IV – VOTING AND PROCEDURE

Section 1 - ELIGIBILITY:  Each membership is allowed one vote on any question called to a vote of the Members.  However, if there is more than one membership for a particular household, business, or building, then such Members shall designate the particular Member who is authorized to vote for that location.

 

Section 2 - BALLOT COUNT: A Member must be present at a meeting at the time the vote is called in order to vote. No member may vote by proxy or by absentee ballot.

Section 3 - REFERENDA: The Board may, at any time, authorize a referendum or solicit reactions from Members through a mail or direct survey.  The results will be considered by the Board to be advisory.  Resulting action must be followed by a formal resolution of the Board or a proper vote of the membership.

Section 4 - PROCEDURE: Roberts Rules of Order, as revised from time to time, shall apply to all procedural determinations at all meetings of the Association, unless otherwise required by Wisconsin Statutes or by these By-laws. Non-members of the Association may be allowed to attend and to speak at Association functions, at the discretion of the presiding officer, who shall also serve as Parliamentarian.

 

Article V - MEMBERSHIP MEETINGS

Section 1 - ASSOCIATION’S ANNUAL MEETING: The Association’s annual meeting shall be held in the vicinity of the Chain on a Saturday in June, or on such other date as shall be selected by the Board. The time and place of the meeting shall be designated by the Board. The agenda of the annual meeting shall include elections, project discussions, budget adoption, and opportunity to receive concerns of the Members and, if practicable, an educational program.

Section 2 - NEIGHBORHOOD CHAIRPERSONS COMMITTEE ANNUAL MEETING: The neighborhood chairpersons committee annual meeting shall be held in the vicinity of the Chain prior to the Association’s annual meeting on a Saturday in May or on such other date as shall be selected by the Board.

Section 3 - SPECIAL MEETINGS: A special meeting of the Members may be called or set by the President, by a majority of the Board, or by the written request of at least twenty Members.  The notice and agenda of a special meeting shall state the purpose of the meeting and may include any items properly brought before an annual meeting.

Section 4 - INFORMATIONAL MEETINGS OR SOCIAL EVENTS: The Association may sponsor a variety of meetings and events designed to provide educational, recreational, or social opportunities for Members and their guests. It may sponsor fund-raising activities as allowed under the Not For Profit Corporation Act. The Association may conduct formal business at such events, only if the notice requirement for special meetings has been met.

Section 5 - NOTIFICATION: Every annual or special meeting of the Members must be preceded by a notice to current Members, and to those who paid membership dues for the current year or the previous year. Notification may be by e-mail, fax, personal delivery or by U.S. Postal Service.  Notice by e-mail, fax or personal delivery is considered to be effective on the date given.  Notice by the U.S. Postal Service is considered to be effective three days after the notice has been placed in the mail with postage prepaid as follows:

a. Annual Meeting:  Notification of the annual meeting may be given in a newsletter mailed to all Members within the specified time. There shall be notice of at least thirty days, but not more than one hundred twenty days, prior to the Association’s annual meeting. The Association’s annual meeting notice shall summarize the procedure for election of board members and may include an agenda.   

b.   Neighborhood Chairpersons Committee Annual Meeting: There shall be notice of at least fifteen days, but not more than fifty days, prior to a neighborhood chairpersons committee meeting.

c.   Special Meetings:  There shall be notice of at least ten but not more than twenty days prior to the special meeting.  An agenda shall be included with the notice.

Section 6 - QUORUM: No formal business may be conducted at membership meetings unless at least one tenth of the Members are present.

 

Article VI - BOARD OF DIRECTORS

Section 1 - AUTHORITY:  The Board of Directors (“Board”) shall have authority over the activities and assets of the Association in accordance with these By-laws, subject only to lawful directives from meetings of the Members which conform to these By-laws.

Section 2 - COMPOSITION: The Board shall have a minimum of nine and a maximum of eighteen Directors (“Directors”).

Section 3 - ELECTION OF BOARD MEMBERS: Election of Directors shall take place at the annual meeting. The Board shall nominate candidates to fill Board vacancies. Any five Members of the Association may nominate an additional candidate by submitting a written nomination to the Executive Secretary at least thirty days prior to the annual meeting. If the election is contested, the names of all nominated candidates shall appear on ballots provided at the annual meeting.                                                                                                       

Section 4 - TERMS OF OFFICE: All Directors shall be elected for three-year terms. The terms of one-third of the Directors shall expire every year. Terms shall expire at the end of the annual meeting.  All Directors are expected to attend the Annual Meeting, the annual Neighborhood Chairpersons' Breakfast, and all regular and special meetings of the Board.  The President is authorized, for good cause shown in advance of a particular meeting, to excuse a Director from a particular meeting.  If, during the year (from one Annual Meeting to the following Annual Meeting) a Director has missed (without being excused by the President in advance of any particular meeting) a majority of the meetings for that year, then the Director shall be automatically terminated.  However, in such case, if the Director so requests, he or she may be reinstated upon motion, second, and a positive vote of two-thirds of the Directors present at the first Board meeting after the Director's automatic termination.  A vacancy in an unexpired term may be filled by vote of the Board at any time.

Section 5 - BOARD MEETINGS:  Each new Board shall meet within one hundred twenty days of the Association’s annual meeting and as needed, but at least once, prior to the next annual meeting. Board meetings shall be held at places, dates and times established by the Board. Special Board meetings may be held on the call of the President or of any three Directors with at least twenty-four hours notice of the time and subject of the special meeting.  The time and manner of giving notice shall be similar to the notice required for meetings of the Association. Board meetings shall be open to all Association Members. Decisions shall be made by majority vote of Directors present, with the President voting only to break ties. Resolutions adopted by unanimous consent of the Board may be approved by all Directors indicating their approval by signature.  In such case, the resolution shall include a waiver of notice, a waiver of attendance, and a recognition that the resolution is being passed by unanimous consent without notice or a meeting.  Conforming copies may be used to obtain signatures.  When taken as a whole, the set of conforming copies shall constitute the original document.  Approving signatures may be obtained by original signature, by PDF media via e-mail, or by fax.  The effective date of such resolution by unanimous consent shall be the date of the last signature obtained.

Section 6 - COMPENSATION: Directors and officers shall not be compensated for their time and effort.  However, Directors and officers may be compensated for labors outside their official capacities if authorized by the Board, and the Executive Secretary shall be paid an annual salary as stipulated by the Board. The Board may authorize officers, Directors and committee members to be paid actual and necessary expenses incurred while on Association business.

Section 7 - COMMITTEES: Committees may be established by the Board from time to time to represent concerns and interests of the Association. Members who are not currently serving on the Board may be members of one or more committees. At least one Director must be a member of each committee. Committee meetings may be held at places, dates and times established by the committee. The Executive Committee shall consist of the President, Vice-President, Secretary, Treasurer and Executive Secretary.

Section 8 – QUORUM: Seven Directors, including at least two Executive Committee members, shall constitute a quorum for the transaction of business. 

 

Article VII - OFFICERS

Section 1 - APPOINTMENT OF OFFICERS: Officers shall include the President, Vice President, Secretary, and Treasurer. Officers shall be appointed by the Board and reaffirmed at the first Board meeting following the annual meeting.

Section 2 - PRESIDENT: The President shall preside over all annual, Board and special 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 appoint all committee members. The President shall be an ex-officio member of all committees.

Section 3 - VICE PRESIDENT: The Vice President shall assume the duties of President, should that office become vacant, shall assist the President when asked, and shall preside at meetings when the President is unable to attend. If both the President and the Vice President are unable to attend a meeting, any other member of the Executive Committee may preside. The Vice President shall arrange for the educational segment of the annual meeting.

Section 4 - SECRETARY: The Secretary shall maintain the official minutes of the Association. The Secretary shall record and distribute minutes of the annual meeting and all Board and special meetings. The Secretary shall send out notices of Board and special meetings and shall write correspondence as directed by the Board.

Section 5 - TREASURER: The Treasurer shall maintain the financial records of the Association and shall sign all checks. The Treasurer shall prepare an annual financial statement for the annual meeting and shall be responsible for presentation of the proposed budget at this meeting. The Treasurer shall present current financial reports at all Board meetings

Section 6 - OTHER OFFICERS:  The Treasurer may act as the Assistant Treasurer and the Treasurer may act as the Assistant Secretary. The President may appoint other officers, with concurrence of the Board.

Section 7 - MULTIPLE OFFICE HOLDINGS: The same person may hold the offices of Vice President and Treasurer or the offices of Secretary and Treasurer.

Section 8 - EXECUTIVE SECRETARY: The Executive Secretary is an independent contractor appointed and reviewed annually by the Board. The Executive Secretary shall maintain a current record of names and addresses of all Members and shall assure that notices of the neighborhood chairpersons’ annual meeting and the Association’s annual meeting are either properly included in the newsletter or sent by direct mail. The Executive Secretary may sign checks in the absence of the Treasurer. The Executive Secretary shall coordinate preparation of the Association’s newsletters and the Association’s directory, "WHO’S HOO on the CHAIN." The Executive Secretary shall coordinate placement of name signs around the Chain. The Executive Secretary shall maintain the list of Directors’ terms of office and shall oversee elections to the Board.  The Executive Secretary shall maintain the Association’s archives.  The Executive Secretary may perform other duties as may be requested by the President.

 

Article VIII - NEIGHBORHOOD CHAIRPERSONS

Section 1 - ELIGIBILITY: Any member of the Association is eligible to be a member of the Neighborhood Chairpersons Committee.  Members may nominate other Members to the position of neighborhood chairperson.  The appointment to such position shall be accomplished, from time to time, by the Board.

Section 2 - DUTIES: Each member of the Neighborhood Chairpersons Committee shall:     (a) distribute to current Association members the membership directory "WHO’S HOO on the CHAIN" and any other information provided by the Board; (b) assist the Executive Secretary in collecting annual membership dues; and (c) attempt to contact prospective new Members.

 

Article IX - ADOPTION AND AMENDMENTS

These By-laws, and any amendments thereto, shall be adopted by a quorum vote of the Board and by a majority vote of the membership present at the Association annual meeting, as long as there are at leave 50 Members present, or at a special meeting of the same persons properly called under these By-laws.

 

Article X - DISSOLUTION

The Board, by a two-thirds affirmative vote of all Directors, may recommend that the Association be dissolved and that the question of such dissolution be submitted to a vote at a subsequent meeting of Members. Notice of the meeting of the Members shall emphasize the question of dissolution. At the meeting, a two-thirds vote of a quorum of Members present shall be required to approve such resolution directing the Board to prepare a dissolution plan for subsequent approval by the Members, as provided under Wisconsin law. Dissolution of the Association shall not be final until the Members, by majority vote of a quorum present, shall approve the dissolution plan.

 

Article XI - INDEMNIFICATION OF DIRECTORS AND OFFICERS

To the full extent possible under 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.

 

Revised June 2009